Bingo Group Holdings Limited — Proxy Solicitation & Information Statement 2009

Jul 19, 2009

==> picture [71 x 66] intentionally omitted <==

EMCOM INTERNATIONAL LIMITED 帝通國際有限公司[*]

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8220)

FORM OF PROXY

Form of proxy for use by shareholders at the extraordinary general meeting of Emcom International Limited to be held at 30th Floor, Times Media Centre, 133 Wan Chai Road, Hong Kong on Wednesday, 5 August 2009 at 9:30 a.m. and at any adjournment thereof.

I/We (note a) of

being the registered holder(s) of

(note b) shares

of HK$0.01 each in the capital of Emcom International Limited (the “ Company ”) hereby appoint the chairman of the extraordinary general meeting or

of

to act as my/our proxy (note c) at attend and vote on my/our behalf at the extraordinary general meeting of the Company to be held at 30th Floor, Times Media Centre, 133 Wan Chai Road, Hong Kong on Wednesday, 5 August 2009 at 9:30 a.m. and at any adjournment thereof (and to exercise all rights conferred on proxies under law, regulation and the articles of association of the Company) as hereunder indicated and, if no such indication is given, as my/our proxy thinks fit.

Please make a mark in the appropriate boxes to indicate how you wish your proxy to vote on a poll (note d) .

FOR AGAINST

				FOR	AGAINST
1.	To approve the conditional sale and purchase agreement (the “Agreement”) dated 27 May 2009 entered into among the Company as purchaser and Beglobal Investments Limited (the “First Vendor”) as first vendor and Ryoden Property Development Company Limited (the “Second Vendor”, together with the First Vendor as the “Vendors”) as second vendor in relation to, among other matters, the sale and purchase of the entire issued share capital of Harvest Yield Investments Limited (the “Target Company”) and all such amounts equal to the entirety of the face value of the loans outstanding as at the date of completion of the Agreement made by the Vendors to the Target Company and the transactions contemplated thereunder the Agreement including but not limited to the allotment and issue of Consideration Shares and the issue of the Convertible Bonds
2.	To authorise the proposed Share Consolidation of every two (2) issued and unissued Shares of HK$0.01 each in the capital of the Company into one (1) Consolidated Share of HK$0.02 each and the transactions contemplated thereunder
Dated the day of Shareholder’s signaturex Notes:			2009 x(notes e, f, g and h)

• a Full name(s) and address(es) are to be inserted in BLOCK CAPITALS.

• b 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 capital of the Company registered in your name(s).

• c A proxy need not be a shareholder of the Company, but must attend the meeting in person to represent you. You are entitled to appoint a proxy of your own choice. If you wish to appoint some person other than the chairman of the extraordinary general meeting as your proxy, please delete the words “the chairman of the extraordinary general meeting or” and insert the full name and address of the proxy desired in the space provided. Any changes should be initialled.

• d If you wish to vote for any of resolutions, please tick (“3”) in the relevant box marked “For”. If you wish to vote against a resolution, please tick (“3”) in the relevant box marked “Against”. If this form of proxy returned is duly signed but without specific direction on any of the proposed resolutions, the proxy will vote or abstain at his discretion in respect of all proposed resolutions; or if in respect of a particular proposed resolution there is no specific direction, the proxy will, in relation to that particular proposed resolution, vote or abstain at his discretion. A proxy will also be entitled to vote or abstain at his discretion on any resolution properly put to the meeting other than those set out in the notice convening the meeting.

• e In the case of a joint holding, this form of proxy may be signed by any joint holder, but if more than one joint holder is present at the meeting, whether in person or by proxy, the joint holder whose name stands first on the register of members of the Company in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.

• f This form of proxy must be signed by a shareholder, or his attorney duly authorised in writing, or if the shareholder is a corporation, either under its common seal or under the hand of an officer or attorney so authorised.

• g 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 deposited at the offices of the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not later than 48 hours before the time of the meeting or any adjourned meeting.

• h Any alteration made to this form should be initialled by the person who signs the form.

• i Completion and return of this form of proxy will not preclude you from attending and voting at the meeting if you so wish. In the event that you attend the meeting after having lodged this form of proxy, this form of proxy will be deemed to have been revoked.