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Swang Chai Chuan Limited Proxy Solicitation & Information Statement 2007

Dec 11, 2007

50520_rns_2007-12-11_6834c886-07e3-414e-a1b4-baa1eed2a0eb.pdf

Proxy Solicitation & Information Statement

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(Incorporated in Bermuda with limited liability) (Stock Code: 990)

Form of Proxy for Special General Meeting to be held on Thursday, 3 January 2008

I/We [(Note 1)]

of being the registered holder(s) of [(Note 2)] ordinary shares of HK$0.01 each (the “ Share ”) in the capital of Theme International Holdings Limited (the “ Company ”), hereby appoint the Chairman of the Meeting or [(Note 3)] of

to act as my/our proxy to attend and vote for me/us and on my/our behalf at the Special General Meeting of the Company to be held at 10th Floor, High Fashion Centre, 1–11 Kwai Hei Street, Kwai Chung, New Territories, Hong Kong on Thursday, 3 January 2008 at 10:00 a.m. and at any adjournment thereof, for the purpose of considering, and, if thought fit, passing the resolutions set out in the notice convening the Meeting as hereunder indicated, and if no indication is given, as my/our proxy thinks fit, and in our respect of any other business that may properly come before the Meeting and/or at any adjournment thereof.

Special Resolution Special Resolution Special Resolution Special Resolution For(Note 4) Against(Note 4)
1. To approve the Capital Reorganisation involving,inter alia, Share Consolidation and
Capital Reduction.
Ordinary Resolutions
2. To approve the change of board lot size for trading in the New Shares of the Company
from 2,000 to 10,000 with effect after the completion of the Capital Reorganisation.
3. To approve the Continuing Connected Transaction and Annual Cap for each of the
three financial years ending 31 December 2008, 2009 and 2010.
The full text of the Resolutions is se
Signed this
day of
Notes:
t out in the Notice, which is included in the circular dispatched to shareholders.

2007
Member’s Signature(s)(Notes 6,7):
  1. Full name(s) and address(es) of the member(s) completing this form to be inserted in BLOCK capitals in the space provided.

  2. Please insert the number of Shares 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 capital of the Company registered in your name(s).

  3. If any proxy other than the Chairman of the Meeting is preferred, please insert in BLOCK capitals full name and address of the proxy desired and strike out “the Chairman of the Meeting or”.

  4. Important: If you wish your proxy to vote for a particular resolution, place a “” in the appropriate box under “For”. If you wish your proxy to vote against a particular resolution, place a “” in the appropriate box under “Against”. If this proxy form is returned to the Company without properly indicating how the proxy shall vote on any particular matter, the proxy shall be entitled to exercise his/her discretion as to whether he/she votes in respect of the relevant matter and if so how.

  5. A member entitled to attend and vote at the Meeting may appoint a proxy to attend and vote in his stead. A proxy need not be a member of the Company but must attend the Meeting in person to represent such member.

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

  7. To be valid, this form of proxy must be completed and deposited at the Company’s principal place of business in Hong Kong of 11th Floor, High Fashion Centre, 1–11 Kwai Hei Street, Kwai Chung, New Territories, Hong Kong, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority, not less than 48 hours before the time appointed for holding the Meeting.

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

  9. In the case of joint holders, any one of such joint holders may vote at the Meeting either personally or by proxy in respect of such Share as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the Meeting personally or by proxy, the person whose name stands first on the register of members of the Company in respect of the joint holding shall alone be entitled to vote in respect of such Share.

  10. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Meeting. In the event that you attend the Meeting after having lodged this form of proxy with the Company, this form of proxy will be deemed to have been revoked.