China e-Wallet Payment Group Limited — Proxy Solicitation & Information Statement 2010

Apr 8, 2010

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RCG Holdings Limited 宏霸數碼集團（控股）有限公司[*]

(a company incorporated in Bermuda with limited liability)

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

FORM OF PROXY

For use at the Annual General Meeting of RCG Holdings Limited (the “Company”) to be held at 4:00 p.m. on 7 May 2010 (Hong Kong time), at Lot 1, Jalan Teknologi 3/5, Taman Sains Selangor 1, Kota Damansara, Petaling Jaya, Selangor, Malaysia (and at any adjournment thereof).

I/We (in BLOCK CAPITALS please) of 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 Annual General Meeting of the Company to be held on the abovementioned 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.

		Resolutions of MembersForAgainstORDINARY RESOLUTIONSTo receive and consider the audited financial statements for the year ended 31 December 2009and the reports of the Directors and of the auditors thereon.(a) To re-elect Mr. Chong Khing Chung as an executive Director of the Company.(b) To re-elect Mr. Raymond Chu Wai Man as an executive Director of the Company.(c) To re-elect Mr. Ying Kan Man as an executive Director of the Company.(d) To re-elect General Dato’ Seri Mohd Azumi (rtd) as a non-executive Director of theCompany.(e) To re-elect Mr. Pieter Lambert Diaz Wattimena as an independent non-executive Directorof the Company.To authorise the board of Directors or executive committee of the board of Directors to fix theremuneration of the Directors of the Company.To re-appoint HLB Hodgson Impey Cheng as auditors and authorise the board of Directors tofix their remuneration.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.To extend the general mandate granted to the Directors to allot, issue and deal with newshares by an amount not exceeding the amount of the Shares repurchased by the Company.To authorise the Company to use electronic corporate communications with Shareholders ofthe Company.SPECIAL RESOLUTIONTo grant a general mandate to the Directors to repurchase shares not exceeding 10% of theissued share capital of the Company.tureDate2010	Resolutions of MembersForAgainstORDINARY RESOLUTIONSTo receive and consider the audited financial statements for the year ended 31 December 2009and the reports of the Directors and of the auditors thereon.(a) To re-elect Mr. Chong Khing Chung as an executive Director of the Company.(b) To re-elect Mr. Raymond Chu Wai Man as an executive Director of the Company.(c) To re-elect Mr. Ying Kan Man as an executive Director of the Company.(d) To re-elect General Dato’ Seri Mohd Azumi (rtd) as a non-executive Director of theCompany.(e) To re-elect Mr. Pieter Lambert Diaz Wattimena as an independent non-executive Directorof the Company.To authorise the board of Directors or executive committee of the board of Directors to fix theremuneration of the Directors of the Company.To re-appoint HLB Hodgson Impey Cheng as auditors and authorise the board of Directors tofix their remuneration.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.To extend the general mandate granted to the Directors to allot, issue and deal with newshares by an amount not exceeding the amount of the Shares repurchased by the Company.To authorise the Company to use electronic corporate communications with Shareholders ofthe Company.SPECIAL RESOLUTIONTo grant a general mandate to the Directors to repurchase shares not exceeding 10% of theissued share capital of the Company.tureDate2010
		ORDINARY RESOLUTIONS
	1.	To receive and consider the audited financial statements for the year ended 31 December 2009and the reports of the Directors and of the auditors thereon.
	2.	(a) To re-elect Mr. Chong Khing Chung as an executive Director of the Company.
		(b) To re-elect Mr. Raymond Chu Wai Man as an executive Director of the Company.
		(c) To re-elect Mr. Ying Kan Man as an executive Director of the Company.
		(d) To re-elect General Dato’ Seri Mohd Azumi (rtd) as a non-executive Director of theCompany.
		(e) To re-elect Mr. Pieter Lambert Diaz Wattimena as an independent non-executive Directorof 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 re-appoint HLB Hodgson Impey Cheng as auditors and authorise the board of Directors tofix 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 newshares by an amount not exceeding the amount of the Shares repurchased by the Company.
	7.	To authorise the Company to use electronic corporate communications with Shareholders ofthe Company.
		SPECIAL RESOLUTION
	8.
	Signa	ture	Date

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 appointer is a corporation this form must be completed under its common seal or under the hand of some officer or attorney duly authorised in writing.

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 adjournment 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.

• For identification purpose only