China e-Wallet Payment Group Limited — Proxy Solicitation & Information Statement 2013

Dec 30, 2013

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

For use at the Special General Meeting of RCG Holdings Limited (the ‘‘Company’’) to be held at Lot 1, Jalan Teknologi 3/5, Taman Sains Selangor 1, Kota Damansara, Petaling Jaya, Selangor, Malaysia on 17 January 2014 (Hong Kong time), at 3: 00 p.m. (and at any adjournment thereof).

(in BLOCK CAPITALS)

I/We (in BLOCK CAPITALS) 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 Special 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.

		Against	Against
Resolution of Members	For	Against
ORDINARY RESOLUTION
To approve the refreshment of the general mandate to authorise the directors of the Company to allot, issue and deal with additional shares not exceeding 20% of the existing issued share capital of the Company.

Signature Date

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, Union Registrars Limited, at 18/F., Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, 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.

7. For identification purpose only