Baoye Group Company Limited — Proxy Solicitation & Information Statement 2012

Jul 26, 2012

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偉俊集團控股有限公司 Wai Chun Group Holdings Limited

(incorporated in Bermuda with limited liability)

(Stock code: 1013)

PROXY FORM FOR ANNUAL GENERAL MEETING

I/We (Note 1)

of

being the registered holder(s) of (Note 2)

share(s) of HK$0.01 each in the share capital of Wai Chun Group Holdings Limited (the “Company”) HEREBY APPOINT

of

or failing him, the Chairman of the Meeting (Note 3) as my/our proxy to attend and vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held at 13/F., Admiralty Centre 2, 18 Harcourt Road, Admiralty, Hong Kong on Monday, 10 September 2012 at 11:00 a.m. and any adjournment thereof, to vote for me/us as hereunder indicated, or if no such indication is given, as my/our proxy thinks fit:

For (Note 4) Against (Note 4)

			For(Note 4)	Against(Note 4)
1.	To receive and consider the audited consolidated financial statements and withthe reports of the directors of the Company (the “Directors”) and auditor ofthe Company for the year ended 31 March 2012;
2.	(a)	To re-elect Mr. Ko Ming Tung, Edward as Independent Non-ExecutiveDirector;
	(b)	To re-elect Mr. To Yan Ming, Edmond as Independent Non-ExecutiveDirector;
	(c)	To authorize the board of directors to fix the remuneration of theDirectors;
3.	To re-appoint HLM & Co., Certified Public Accountants, as the auditor and toauthorize the board of directors to fix their remuneration;
4.	To grant a general mandate to the directors to allot, issue and deal withadditional shares of the Company not exceeding 20% of the issued sharecapital of the Company (Ordinary Resolution No. 4 set out in the notice ofAnnual General Meeting);
5.	To grant a general mandate to the directors to repurchase shares of theCompany not exceeding 10% of the issued share capital of the Company(Ordinary Resolution No. 5 set out in the notice of Annual General Meeting);
6.	To extend the general mandate to the directors to allot, issue and dealwith additional shares of the Company by addition thereto of an amountrepresenting the aggregate nominal amount of shares repurchased by theCompany (Ordinary Resolution No. 6 set out in the notice of Annual GeneralMeeting).

Dated this

day of 2012 Signature(s) (Note 5)

Notes:

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

2. Please insert the number of shares registered in your name(s). If no number is inserted, this form 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, strike out “the Chairman of the Meeting or” and insert the name and address of the proxy desired in the space provided. Any alteration made to this form must be initialed by the person who signs it.

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTIONS, PLEASE PLACE A “ ✓ ” IN THE APPROPRIATE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTIONS, PLEASE PLACE A “ ✓ ” IN THE APPROPRIATE BOX MARKED “AGAINST” . Failure to complete the boxes will entitle your proxy to cast his votes at his discretion.

5. This proxy form must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be executed either under its common seal or under the hand of an officer or attorney or other person duly authorized.

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, shall be accepted to the exclusion of the votes of the other joint holder(s) 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 holding, the first named being the senior.

7. To be valid, this proxy form together with power of attorney (if any) or other authority (if any) under which it is signed or a notarially certified copy thereof must be deposited at the Company’s branch share registrar, Union Registrars Limited, 18th Floor, Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong, not less than 48 hours before the time fixed for holding the meeting (or any adjournment thereof).

8. The proxy need not be a member of the Company but must attend the Meeting (or any adjournment thereof) in person to represent you.

9. Completion and return of this form will not preclude you from attending and voting at the Meeting (or any adjournment thereof) if you wish to do so.

• for identification purpose only