(Incorporated in Bermuda with limited liability)

(Stock Code: 00152) Form of Proxy for Special General Meeting to be held on Wednesday, 12 February 2014

I/We(1)

of being the registered holder(s) of(2) shares of HK$0.10 each of Shenzhen International Holdings Limited (the "Company") HEREBY APPOINT(3) the Chairman of the meeting or of

to act as my/our proxy at the special general meeting of the Company to be held at the conference room of the Company at Rooms 2206-08, 22nd floor, Greenfield Tower, Concordia Plaza, No. 1 Science Museum Road, Tsimshatsui East, Kowloon, Hong Kong on Wednesday, 12 February 2014 at 11:00 a.m. and at any adjournment thereof, and to vote on my/our behalf on the undermentioned resolution as directed below.

Ordinary Resolution

FOR(4)

AGAINST(4)

To approve the share consolidation of every ten (10) issued and unissued shares of par value HK$0.10 each in the share capital of the Company into one (1) share of par value HK$1.00 and such related matters, further details of which are set out in the notice of special general meeting of the Company dated 24 January 2014.

Dated this day of 2014 Signature(s)(6)(7):

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK capitals. The names of all joint holders should be stated.
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 share 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. Please indicate with a "/" in the spaces provided how you wish your vote(s) to be cast. Should this form be returned duly signed but without a specific direction, the proxy will vote or abstain at his discretion.
5. Any member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote instead of him in accordance with the Company's Bye-Laws. A proxy need not be a member of the Company but must be present in person to represent the 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 duly authorised.
7. To be valid, this form of proxy together with any 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 lodged with the branch share registrar of the Company in Hong Kong, Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen's Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.
8. Any alteration made to this form of proxy must be initialled by the person who signs it.
9. Where there are joint registered holders of any share of the Company, any one of such persons may vote at the meeting, 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 meeting personally or by proxy, that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.
10. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof (as the case may be) should they so wish, and in such event, the instrument appointing a proxy shall be deemed to be revoked.
11. The descriptions of the above resolution are by way of summary only. The full text appears in the notice of special general meeting of the Company.

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