TAI ZI CAPITAL LTD

FORM OF PROXY

 

I/We______________________ of ________________________________________________________________________________being the registered shareholder(s) of_______ ordinary shares of US$1.00 each in Tai Zi Capital Ltd (the "Company") herebyappoint _______________________ of ____________________________________________________________________________or failing him/her the Chairman of the Annual General Meeting (the "AGM") of the Company to be held on 31 July 2009 at 3.00 p.m. (Hong Kong time) as my/our proxy to attend and vote for me/us and on

my/our behalf at the aforementioned AGM, and at every adjournment thereof on the undermentioned resolutions as indicated:

 

 

 

See Note 4

 

 

For

Against

1

To receive and consider the audited Financial Statements and the Reports of the Directors and Auditors for the period from 23 November 2007 (date of incorporation) to 31 December 2008

 

 

 

2

To re-appoint Baker Tilly as auditors of the Company and

authorise Directors to fix auditors' remuneration

 

 

 

 

Dated ____________ 2009

 

Signature(s) ______________________

 

Notes:-

 

1.      A shareholder entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote in his/her stead. The proxy need not be a shareholder of the Company but must attend the AGM in person to represent you.

 

2.      Shareholders who would like to appoint a proxy to attend and vote in their stead at the AGM may use this form.

 

 

3.      Please insert the number of shares of US$1.00 each registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).

 

4.      Please indicate with a "✓" in the appropriate space beside each of the resolutions how you wish the proxy to vote on your behalf. In the absence of any such indication, the proxy will vote for or against the resolution or will abstain at his/her discretion.

 

 

5.      The full wording of the resolutions to be proposed at the AGM and Explanatory Notes are set out in the Notice of AGM which is available on our website (www.taizicapital.com) and sent to all shareholders on 30 June 2009.

 

6.      In order to be valid, proxy forms must be completed, signed and deposited at Room 2204, 22nd Floor, Convention Plaza Office Tower, 1 Harbour Road, Wanchai, Hong Kong not later than the time for holding the AGM.

 

 

7.       If the appointer is a corporation, this form of proxy must be under its common seal or under the hand of an officer or attorney duly authorised.