Bingo Group Holdings Limited — Proxy Solicitation & Information Statement 2012

Jul 12, 2012

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BINGO GROUP HOLDINGS LIMITED 比高集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8220)

PROXY FORM

Form of proxy for use by shareholders at the annual general meeting (the “Meeting”) to be convened at City Garden Hotel, First Floor, Yue-Function Room II, 9 City Garden Road, Hong Kong on 15 August 2012 at 11:00 a.m.

I/We (note a) of

being the holder(s) of (note b) shares of HK$0.02 each of Bingo Group Holdings Limited (the “ Company ”) hereby appoint the Chairman of the Meeting or of

to act as my/our proxy (note c) at the Meeting of the Company to be held at City Garden Hotel, First Floor, YueFunction Room II, 9 City Garden Road, Hong Kong on 15 August 2012 at 11:00 a.m. and at any adjournment thereof and to vote on my/our behalf as directed below.

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

		FOR	AGAINST
ORDINARY RESOLUTIONS
1.	To receive and approve the audited consolidated financial statements and the reports of the directors and auditors for the year ended 31 March 2012
2.	(a) To re-elect Mr. Chiau Sing Chi as executive Director
	(b) To re-elect Mr. Yik Chok Man as executive Director
	(c) To re-elect Mrs. Chin Chow Chung Hang Roberta as non-executive Director
	(d) To re-elect Mrs. Chen Chou Mei Mei Vivien as independent non- executive Director
	(e) To authorise the board of Directors to fix the Directors’ remuneration
3.	To re-appoint Messrs. Graham H.Y. Chan & Co. as the auditors of the Company and to authorise the board of Directors to fix their remuneration
4.	To grant a general mandate to the Directors to issue, allot and otherwise deal with the Company’s shares
5.	To grant a general mandate to the Directors to repurchase the Company’s shares
6.	To extend the general mandate granted to the Directors to allot, issue and deal with additional shares by addition of the nominal amount of the shares repurchased
7.	To approve the adoption of a new share option scheme
SPECIAL RESOLUTIONS
8.	To amend the memorandum of association of the Company
9.	To adopt the amended and restated articles of association of the Company

Dated the

day of

2012

Shareholder’s signature x

x (notes e, f, g and h)

Notes:

• 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 member of the Company. If you wish to appoint some person other than the Chairman of the Meeting as your proxy, please delete the words “the Chairman of the Meeting or” and insert the name and address of the person appointed proxy in the space provided.

• d If you wish to vote for any of the resolutions set out above, please tick (“�”) the box(es) marked “For”. If you wish to vote against any resolutions, please tick (“�”) the box(es) marked “Against”. If this form 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 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 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, that one of the joint holder whose name stands first on the register of members in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.

• f The 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 certified copy of such power or authority must be deposited at the Hong Kong share registrar of the Company, Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wan Chai, 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.