ASF GROUP LIMITED — AGM Information 2008

Oct 28, 2008

PROXY FORM

ASF GROUP LIMITED ACN 008 924 570 Annual General Meeting Proxy Form

All correspondence to : Registries Limited GPO Box 3993 Sydney NSW 2001 Enquiries : 61 2 9290 9600 Facsimile : 61 2 9279 0664 www.registries.com.au registries@registriesltd.com.au

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Appointment of Proxy

If appointing a proxy to attend the Annual General Meeting on your behalf, please complete the form and submit it in accordance with the directions on the following page.

I/We being a shareholder/shareholders of ASF Group Limited pursuant to my/our right to appoint not more than two proxies, appoint

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The Chairman of the Write here the name of the person you are Meeting OR appointing if this person is someone other (mark with an “X”) than the Chairman of the Meeting

or failing him/her, (or if no proxy is specified above) the Chairman of the Meeting, as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting to be held at the Elizabeth Room, Sir Stamford Hotel at Circular Quay, 93 Macquarie Street, Sydney NSW 2000 on 28 November 2008 at 3.00pm and at any adjournment of that Meeting.

This proxy is to be used in respect of % of the ordinary shares I/we hold.

If you do not wish to direct your proxy how to vote, please place a mark in the box. If you have appointed the Chair of the meeting to exercise your proxy, by marking this box, you acknowledge that the Chairman of the meeting may exercise your proxy even if he has an interest in the outcome of a particular resolution and votes cast by him other than as proxy holder will be disregarded because of � that interest. The Chair intends to vote 100% of all open proxies in favour of the resolution.

If you do not mark this box, and you have not directed your proxy how to vote, the Chairman will not cast your votes on the resolution and your votes will not be counted in calculating the required majority if a poll is called on the resolution.

Voting directions to your proxy – please mark ⌧ to indicate your directions

RESOLUTIONFor	Against	Abstain*
1.Adoption of Remuneration Report���
2.Re-election of a Director – Mr Geoff Baker���
3.Election of a Director – Ms Lily Hongzhen LIU���
4.Election of a Director – Mr ZHANG Shikeng���
5.Election of a Director – Mr ZHANG Qinglin���
6.Ratification of prior Share Issue���
7.Allotment of shares to Mr Alex Lao under ASF Share Plan���
8. Allotment of shares to Mr Wai Sang Ho under ASF Share Plan���
9. Allotment of shares to Alan Humphris under ASF Share Plan���
10.Allotment of shares to Sincere Investment Group Ltd���
11.Allotment of shares to Sincere Investment Group Ltd���

• If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

PLEASE SIGN HERE

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. Executed in accordance with section 127 of the Corporations Act:

Individual or Shareholder 1Sole Director & Sole Company SecretaryDated this	Individual or Shareholder 1Sole Director & Sole Company SecretaryDated this		Joint Shareholder 2Directorday of	Joint Shareholder 2Directorday of	Joint Shareholder 3
			day of
Contact Name

Annual General Meeting Proxy Form

INSTRUCTIONS FOR COMPLETING PROXY FORM

1. Your pre-printed name and address is as it appears on the share register of the Company. If you are Issuer Sponsored and this information is incorrect, please make the correction on the form and return it to Registries Ltd below Security holders sponsored by a broker on the CHESS sub-register should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

2. Completion of a Proxy Form will not prevent individual shareholders from attending the Annual General Meeting in person if they wish. Where a shareholder completes and lodges a valid Proxy Form and attends the Annual General Meeting in person, then the proxy’s authority to speak and vote for that shareholder is suspended while the shareholder is present at the Annual General Meeting.

3. A shareholder of the Company entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the shareholder’s voting rights. If the shareholder appoints two proxies and the appointment do not specify this proportion, each proxy may exercise half of the votes.

• A proxy need not be a shareholder of the Company.

1. If you mark the Abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not to be counted in computing the required majority on a poll.

2. If a representative of a company shareholder is to attend the meeting, a properly executed original (or certified copy) of the appropriate “Certificate of Appointment of Corporate Representative” should be produced for admission to the Annual General Meeting. Previously lodged “Certificates of Appointment of Corporate Representative” will be disregarded by the Company.

3. If a representative as Power of Attorney of a shareholder is to attend the meeting, a properly executed original (or certified copy) of an appropriate Power of Attorney should be produced for admission to the Annual General Meeting. Previously lodged Powers of Attorney will be disregarded by the Company.

4. Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: Where the holding is in one name, the holder must sign.

Joint Holding:

Where the holding is in more than one name, all of the shareholders should sign.

Power of Attorney: If you are signing under a Power of Attorney, you must lodge an original or certified photocopy of the appropriate Power of Attorney with your completed Proxy Form.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person.

If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can sign alone.

Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

1. Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at either of the addresses below, or at the fax number below, not later than 3pm on 26 November 2008 (48 hours before the commencement of the meeting). Any Proxy Form received after that time will not be valid for the scheduled meeting.

Hand deliveries:

Registries Limited Level 7 207 Street Sydney NSW 2000

Postal address: Registries Limited GPO Box 3993 Sydney NSW 1223

Fax number: (02) 9279 0664