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Sino Splendid Holdings Limited Proxy Solicitation & Information Statement 2013

Sep 17, 2013

51212_rns_2013-09-17_735afc29-64bb-44d6-995a-78c909841507.pdf

Proxy Solicitation & Information Statement

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China.com Inc. 中華網科技公司

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 8006)

PROXY FORM

FORM OF PROXY FOR USE AT THE EXTRAORDINARY GENERAL MEETING (THE “MEETING”) TO BE HELD AT UNIT 2011, 20TH FLOOR, HARBOUR CENTRE, 25 HARBOUR ROAD, WANCHAI, HONG KONG ON 9 OCTOBER 2013 AT 3:30 P.M.

I/We

(Note 1) of

being the

registered holder(s) of [(Note 2)] shares in the capital of China.com Inc. (the “Company”), hereby appoint the Chairperson of the Meeting or [(Note 3)] of

as my/our proxy to attend and vote for me/us on my/our behalf at the Meeting of the Company to be held at Unit 2011, 20th Floor, Harbour Centre, 25 Harbour Road, Wanchai, Hong Kong on 9 October 2013 at 3:30 p.m. and at any adjournment thereof in respect of the resolution set out in the notice convening the said meeting (the “Notice”) and as indicated below.

Please put a “✓” in the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll [(Note 4)] .

ORDINARY RESOLUTION FOR (Note 4) AGAINST (Note 4)
To approve, confirm and ratify (i) the conditional sale and purchase agreement dated9 August 2013 (as amended and supplemented by the supplemental agreement theretodated 27 August 2013) entered into between the Company and Global BroadcastingMedia Group*(國廣環球傳媒控股有限公司)(the “Purchaser”) in relation to theproposed disposal of the URL-CC Assets by the Company to the Purchaser and thetransactions contemplated thereunder; and (ii) the conditional sale and purchaseagreement dated 9 August 2013 (as amended and supplemented by the supplementalagreement thereto dated 27 August 2013) entered into among Hongkong.com PortalsLimited, the Company and the Purchaser in relation to the proposed disposal of theentire equity interest in Chinadotcom Communications Technology Development(Beijing) Limited*(先達華網通信技術發展(北京)有限公司)and the procurementof transfer of the entire equity interests and the economic benefits thereof in BeijingChina.com Technology Services Co. Ltd.*(北京華網匯通技術服務有限公司)and thetransactions contemplated thereunder (Ordinary resolution as set out in the Notice).

Dated this

day of 2013 Signature of Shareholder(s) [(Note 5)]

Notes:

  1. Please insert full name(s) and address(es) in BLOCK CAPITALS.

  2. Please insert the number of shares registered in your name(s) to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

  3. If any proxy other than the Chairperson of the Meeting is preferred, strike out the words “the Chairperson of the Meeting or” and insert the name and address of the proxy desired in the space provided. If this space is not completed, the Chairperson of the Meeting will act as your proxy. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

  4. IMPORTANT: Please indicate with a “✓”in the space provided as to how you wish your votes to be cast. IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED “FOR”; IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED “AGAINST”. Without such specific directions the proxy may at his/her discretion vote for or against the resolution or abstain from voting.

  5. This form of proxy must be signed by you or your attorney duly authorized in writing, or in the case of a corporation, must be either executed under its common seal or under the hand of an officer or attorney duly authorized in writing.

  6. In the case of joint holders, the vote of the senior who tenders a vote whether in person or by proxy will be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority is determined by the order in which the names stand in the register of members in respect of the joint holding.

  7. To be valid, this form of proxy, duly executed, and the power of attorney (if any), or other authority (if any) under which it is executed or a notarially certified copy thereof, must reach the Company’s branch share registrars in Hong Kong, Computershare Hong Kong Investor Services Limited, Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 48 hours before the time fixed for the Meeting.

  8. Any member entitled to attend and vote at the Meeting is entitled to appoint a person (who must be an individual) as his proxy to attend and, on a poll, vote instead of him. A member may appoint any number of proxies to attend in his stead at any one general meeting (or at any one class meeting). A proxy need not be a member of the Company.

  9. Completion and delivery of this form of proxy will not preclude you from attending and voting at the Meeting if you so wish and in such event, this form of proxy shall be deemed to be revoked.