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Sunac Services Holdings Limited Proxy Solicitation & Information Statement 2008

Apr 28, 2008

49969_rns_2008-04-28_52df9c4f-868e-4bfc-9a2a-9313c8bb6879.pdf

Proxy Solicitation & Information Statement

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SHUN CHEONG HOLDINGS LIMITED 順昌集團有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 650)

Form of proxy for use by shareholders at the special general meeting (the “SGM”) of Shun Cheong Holdings Limited (the “Company”) to be held at Plaza I-III, Lower Lobby, Novotel Century, 238 Jaffe Road, Wanchai, Hong Kong on Monday, 19 May 2008 at 10:00 a.m. or any adjournment thereof.

I/We (Note 1) , of being the registered holder(s) of (Note 2) shares (the “ Shares ”) of HK$0.01 each in the capital of the Company, HEREBY APPOINT the Chairman of the SGM or

of

as my/our proxy (Note 3) to act for me/us and on my/our behalf at the SGM (or at any adjournment thereof) of the Company to be held at Plaza I-III, Lower Lobby, Novotel Century, 238 Jaffe Road, Wanchai, Hong Kong on Monday, 19 May 2008 at 10:00 a.m. to consider and, if thought fit, pass the resolution as set out in the notice convening the SGM and at such SGM (or any adjournment thereof) to vote for me/us in my/our name(s) in respect of the said resolution specified below in the manner indicated:

Ordinary Resolution (Note 4) For (Note 5) Against (Note 5) To approve, inter alia, the rights issue of 208,395,600 new Shares (the “ Rights Shares ”) to the holders of the Shares in the Company at the subscription price of HK$0.50 per Rights Share in the proportion of three Rights Shares for every two existing Shares held at the close of business on 19 May 2008 and the underwriting agreement dated 7 April 2008 between the Company and Upsky Enterprises Limited regarding the underwriting of the Rights Shares and any of the transactions contemplated thereunder.

Date:

Signature (Note 6) :

Notes:

  1. Full name(s) and address(es) shall be inserted in BLOCK CAPITALS.

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

  3. If any proxy other than the Chairman of the SGM is preferred, please strike out “the Chairman of the SGM or” and insert the name and address of the proxy desired in the space provided. The proxy need not be a member of the Company but shall attend the SGM in person to represent you. Any alternation made to this form of proxy shall be initialled by you.

  4. The full text of the resolution appears in the notice of the SGM dated 29 April 2008.

  5. IMPORTANT: If you wish to vote for the resolution, please tick in the box marked “For”. If you wish to vote against the resolution, please tick in the box marked “against”. Failure to tick either box will entitle your proxy to cast your vote at his discretion.

  6. This form of proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.

  7. This form of proxy and the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power of attorney or authority, shall be deposited at Computershare Hong Kong Investor Services Limited at Rooms 1806-1807, 18/F., Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time for holding the SGM or adjourned SGM or poll (as the case may be) at which the person named in such instrument proposes to vote, and in default the form of proxy shall not be treated as valid.

  8. Completion and deposit of this form of proxy will not preclude you from attending and voting at the SGM if you so wish. In the event of your attending the SGM, this form of proxy will be deemed to be revoked.

  9. Where there are joint registered holders of any Share, any one of such persons may vote at the SGM, either personally or by proxy, in respect of such Share as if he were solely entitled thereto; but if more than one of such joint holders be present at the SGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such Share shall alone be entitled to vote in respect thereof.

* For identification purpose only