China e-Wallet Payment Group Limited — AGM Information 2012

Jun 7, 2012

RCG Holdings Limited 宏 霸 數 碼 集 團（ 控 股 ）有 限 公 司[*]

(a company incorporated in Bermuda with limited liability)

(Stock Codes: HKSE: 802; AIM: RCG)

FORM OF PROXY

Revised form of proxy for use at the AGM of RCG Holdings Limited (the ‘‘Company’’) to be held at 3: 00 p.m. on 30 June 2012 (Hong Kong time), at Lot 1, Jalan Teknologi 3/5, Taman Sains Selangor 1, Kota Damansara, 47810 Petaling Jaya, Selangor, Malaysia (and at any adjournment thereof).

Important: This revised proxy form (the ‘‘Revised Proxy Form’’) supersedes the proxy form (the ‘‘Original Proxy Form’’) which was sent to the shareholders of the Company together with the notice of the AGM and the circular of the Company dated 30 April 2012. Shareholders who have already lodged the Original Proxy Form should note that the Original Proxy Form will be invalid for use at the AGM and must lodge the Revised Proxy Form with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof.

I/We of

(in BLOCK CAPITALS please)

being a Shareholder(s) of shares of HK$0.01 each in the share capital

of the above-named Company, hereby appoint the Chairman of the Meeting or

of

to act as my/our proxy to vote for me/us and on my/our behalf at the AGM of the Company to be held on the above-mentioned date (and at any adjournment thereof) and direct my/our proxy to vote for me/us on my/our behalf as directed below, and, if no such indication is given, as my/our proxy thinks fit.

Please indicate with an ‘‘X’’ in the spaces below how you wish your vote to be cast.

Resolution of Members	Resolution of Members	Resolution of Members	Resolution of Members	For	Against
ORDINARY RESOLUTIONS
1.	To receive and consider the audited financial statements for the year ended 31 December 2011and the reports of the directors of the Company (the ‘‘Directors’’) and of the auditors thereon.
2.	(a)To re-elect Mr. Li Jinglong as an executive Director of the Company.
	(b)To re-elect Mr. Zhang Ligong of as an executive Director of the Company.
	(c)To re-elect Mr. Raymond Chu Wai Man as a non-executive Director of the Company.
	(d)To re-elect Mr. Pieter Lambert Diaz Wattimena as an independent non-executiveDirector of the Company.
3.	To authorise the board of Directors or executive committee of the board of Directors to fix theremuneration of the Directors of the Company.
4.	To appoint HLB Hodgson Impey Cheng Limited as the auditors of the Company and authorisethe board of Directors to fix their remuneration.
5.	To grant a general mandate to the Directors to allot, issue and deal with new Shares notexceeding 20% of the existing issued share capital of the Company.
6.	To extend the general mandate granted to the Directors to allot, issue and deal with new sharesby an amount not exceeding the amount of the Shares repurchased by the Company.
SPECIAL RESOLUTION
7.	To grant a general mandate to the Directors to repurchase shares not exceeding 10% of theissued share capital of the Company.
Signature		Date	2012

Signature

Notes:

1. If any other proxy is preferred, strike out the words ‘‘the Chairman of the Meeting or’’ and add the name and address of the proxy you wish to appoint and initial the alteration. The proxy need not be a member.

2. If the appointor is a corporation this form must be completed under its common seal or under the hand of an officer, attorney or other person authorised to sign the same.

3. The signature of any one of joint holders will be sufficient, but the names of all joint holders should be stated.

4. To be valid, this form and the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, must reach the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for holding the meeting or adjourned meeting as the case may be.

5. The completion of this form will not preclude a member from attending the Meeting and voting in person.

6. Any alteration of this form must be initialled by the person who signs it.

• For purpose of identification only