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

Apr 26, 2013

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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 Codes: HKSE: 802; AIM: RCG)

FORM OF PROXY

For use at the AGM of RCG Holdings Limited (the ‘‘Company’’) to be held at 4: 30 p.m. on 28 June 2013 (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 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	For	Against
ORDINARY RESOLUTIONS
1.	To receive and consider the audited financial statements for the year ended 31 December 2012 and 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. Wang Zhongling as an executive Director of the Company.
	(c) To re-elect Tan Sri Dato’ Nik Hashim Bin Nik Ab. Rahman as a non-executive Director of the Company.
	(d) To re-elect Mr. Kwan King Wah as an independent non-executive Director of the Company.
	(e) To re-elect Mr. Zeng Min as an independent non-executive Director of the Company.
3.	To authorise the board of Directors or executive committee of the board of Directors to fix the remuneration of the Directors of the Company.
4.	To appoint HLB Hodgson Impey Cheng Limited as the auditors of the Company and authorise the board of Directors to fix their remuneration.
5.	To grant a general mandate to the Directors to allot, issue and deal with new Shares not exceeding 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 shares by an amount not exceeding the amount of the Shares repurchased by the Company.
7.	To approve the termination of the Existing Share Option Scheme.
8.	To approve the adoption of a New Share Option Scheme.
SPECIAL RESOLUTION
9.	To grant a general mandate to the Directors to repurchase shares not exceeding 10% of the issued share capital of the Company.

Signature

Date 2013

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 purpose of identification only