SmarTone Telecommunications Holdings Limited — Proxy Solicitation & Information Statement 2007

Oct 15, 2007

SMARTONE TELECOMMUNICATIONS HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 315)

Proxy Form for Annual General Meeting

I/We,

of

being the registered holder(s) of

shares[1] of HK$0.10 each in the capital of the Company

hereby appoint[2]

of

or failing him the Chairman of the meeting as my/our proxy to vote and act for me/us at the Annual General Meeting (and at any adjournment thereof) of the Company to be held at World Trade Centre Club, 38th Floor, World Trade Centre, 280 Gloucester Road, Causeway Bay, Hong Kong on Friday, 9 November 2007 at 10:00 a.m. for the purpose of considering and, if thought fit, passing the following Resolutions set out in the Notice convening the said Meeting:

			Resolutions	Resolutions			For3	Against3
	1.	To adopt the audited financial		statements and the Reports of the Directors
		and Auditors for the year ended 30 June 2007.
	2.	(a) To approve the payment		of final dividend; and
		(b) to approve the payment of special cash dividend.
	3.	(i) (a) To re-elect Mr Douglas Li as Director;
		(b) to re-elect Mr	Patrick Kai-lung		Chan as Director;
		(c) to re-elect Mr	Wing-chung Yung as Director;
		(d) to re-elect Dr	Eric Ka-cheung Li as Director;
		(e) to re-elect Mr	Leung-sing Ng as Director; and
		(ii) to authorise the Board of Directors to			fix the fees of Directors.
	4.	To re-appoint PricewaterhouseCoopers as Auditors of the Company and to
		authorise the Board of Directors to fix their			remuneration.
	5.	To give a general mandate	to the Board of Directors to issue and dispose of
		additional shares in the Company not exceeding 10% of the nominal amount
		of the issued share capital.
	6.	To give a general mandate	to the Board of Directors to repurchase shares of
		the Company not exceeding 10% of the nominal amount of the issued share
		capital.
	7.	To extend the general mandate		granted to the Board of Directors to issue
		shares in the capital of the Company by the			number of shares	repurchased.

Signed this day of , 2007 Signature(s)

Notes:

1. Please insert the number of shares of HK$0.10 each in the Company registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).

2. If the name of the proxy is not inserted, the Chairman of the meeting shall be your proxy.

3. Please indicate with an “X” in the relevant box which way you wish your votes to be cast. If no indication is given, the proxy will vote or abstain at his discretion.

4. Corporations must execute this form under their common seal or by an officer or attorney duly authorized.

5. In order to be valid, a form of proxy must be returned to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong, together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of attorney or authority, not less than 48 hours before the time appointed for holding the meeting.

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 holder(s), and for this purpose seniority will be determined by the order in which the names stand in the register of members.

7. A proxy need not be a member of the Company.

8. Any alteration made to this form of proxy must be initialed by the person who signs it.