Walnut Capital Limited — Proxy Solicitation & Information Statement 2011

Jan 14, 2011

MASTERMIND CAPITAL LIMITED 慧德投資有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 905)

PROXY FORM FOR USE AT THE EXTRAORDINARY GENERAL MEETING OR AT ANY ADJOURNMENT THEREOF (“MEETING”)

I/We[1] of being the registered holder(s) of share(s)[2] of HK$0.025 each in the share capital of Mastermind Capital Limited (the “Company”), HEREBY APPOINT[3] THE CHAIRMAN OF THE MEETING or of to act as my/our proxy to attend and vote for me/us and on my/our behalf at the Meeting to be held at Room 1401-03, 14th Floor, Tower 2, Admiralty Centre, 18 Harcourt Road, Hong Kong on Monday, 31 January 2011 at 11:00 a.m. (or at any adjournment thereof) for the purpose of considering, if thought fit, passing the resolution set out in the notice convening the Meeting as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit properly put to the Meeting.

		ORDINARY RESOLUTION	ORDINARY RESOLUTION		For4	Against4
To	approve	the refreshment of the Existing General Mandate (as defined in
the	circular	dated 14 January 2011) to allot and issue		shares.

Dated	Shareholder’s Signature7:	Shareholder’s Signature7:	Shareholder’s Signature7:
Notes:
1.	Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
2.	Please insert the number of shares of HK$0.025 each 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).
3.	If any proxy other than the Chairman of the Meeting is preferred, delete words “THE CHAIRMAN OF THE MEETING” and insert the name and
	address of the proxy desired in the space provided.
4.	IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST
	A RESOLUTION, TICK THE BOX MARKED “AGAINST’. Failure to tick a box will entitle your proxy to cast your vote at his discretion. Your
	proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than		those referred to in the notice convening
	the Meeting.
5.	The description of this resolution is by way of summary only. The full text appears in the Notice of Extraordinary General Meeting.
6.	To be valid, the form of proxy together with a power of attorney or other	authority, if any, under which it is signed, or a notarially certified copy
	of such power or authority must be deposited at the principal place of business of the Company in Hong Kong at Room 1401-03, 14th Floor, Tower
	2, Admiralty Centre, 18 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment
	thereof.
7.	This form of proxy must be signed by you or your attorney duly authorized in writing or in the case of a corporation must either be executed under
	its common seal or under the hand of an officer or attorney or other person duly authorized.
8.	Where there are joint holders of a share of the Company, any one of such joint holders may vote at the Meeting either in person 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 Meeting in person or by proxy, that
	one of such joint holders 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.

1. The proxy need not be a member of the Company but must attend the Meeting in person to represent you.

2. Completion and return of this form of proxy will not preclude you from attending and voting in person at the Meeting or at any adjournment thereof if you so desire and, in such event, the appointed proxy shall be deemed to have been revoked.

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

* for identification purpose only