A & S Group (Holdings) Limited — Proxy Solicitation & Information Statement 2007

Apr 20, 2007

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( Incorporated in the Bermuda with limited liability )

(Stock Code: 738)

FORM OF PROXY FOR USE BY SHAREHOLDERS AT THE SPECIAL GENERAL MEETING TO BE HELD AT 4:30 P.M. ON THURSDAY, 17 MAY 2007

I/We[1]

of

being the registered holder(s) of[2]

shares of HK$0.10

each in the capital of LE SAUNDA HOLDINGS LTD. (the “Company”), hereby appoint the Chairman of the meeting

or

of

as my/our proxy to attend and vote for me/us on my/our behalf in the manner indicated below, or if no such indication is given then to vote as my/our proxy thinks fit, at the special general meeting of the Company to be held at 4:30 p.m. on Thursday, 17 May 2007 at Elbrus Room, Pacific Place Conference Centre, Level 5, One Pacific Place, 88 Queensway, Hong Kong or at any adjournment thereof for the purpose of considering and, if thought fit, passing the resolution set out in the notice convening the said special general meeting:

ORDINARY RESOLUTION FOR[4] AGAINST[4] To approve (a) the conditional sale and purchase agreement dated 26 March 2007 entered into between Le Saunda Real Estate Limited and Manful Regent Limited; and (b) the stakeholder agreement dated 26 March 2007 entered into between Le Saunda Real Estate Limited, Wilkinson & Grist and Manful Regent Limited.

Dated this day of 2007 Signature of shareholder[5]

Notes:

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

2. Please insert the number of shares registered in your name(s) to which this form of proxy relates. 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, strike out the words “the Chairman of the meeting or” and insert the name and address of the proxy desired in the space provided. If this space in not completed, the Chairman of the meeting will act as your proxy. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. Please indicate by an “�” in the space provided how you wish your votes to be cast. Without such specific directions the proxy may at his/her discretion vote for or against the resolution.

5. This form of proxy must be signed by the appointer or his attorney duly authorized in writing, or if such appointer is a corporation, either under its common seal or under the hand of an officer or attorney duly authorized. In the case of joint holders, this form of proxy must be signed by the member whose name stands first in the register of member.

6. In the case of joint holders of a share the vote of the senior who tenders a vote, whether in person or by proxy or by authorised representative, shall be accepted to the exclusion of the votes of the other joint holders; and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holders.

7. In order to be valid, this form of proxy, duly executed, and the power of attorney, or other authority (if any) under which it is signed or a notarially certified copy thereof, must reach the office of the Company’s Hong Kong registrar and transfer office, Computershare Hong Kong Investor Services Ltd., at 1806-07, 18/F., Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for the meeting.

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

9. Completion and delivery of this form of proxy will not preclude you from attending and voting at the meeting if you so wish. In that event, this form of proxy will be deemed to have been revoked.

10. Notice of the said special general meeting is set out in the circular of the Company dated 19 April 2007.

• For identification purpose only