China e-Wallet Payment Group Limited — Proxy Solicitation & Information Statement 2015

Jun 23, 2015

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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: 802)

PROXY FORM FOR USE AT THE SPECIAL GENERAL MEETING TO BE HELD AT 9: 00 A.M. ON FRIDAY, 17 JULY 2015 AT NO. 16-3, JALAN PJU 5/4, DATARAN SUNWAY, KOTA DAMANSARA, 47810 PETALING JAYA, SELANGOR, MALAYSIA AND ANY ADJOURNMENT THEREOF

I/We[(1)] of being the registered holder(s) of ordinary share(s)[(2)] of HK$0.01 each in the capital of RCG Holdings Limited (the ‘‘Company’’), HEREBY APPOINT[(3)] the Chairman of the Meeting or of as my/our proxy to vote and act for me/us at the special general meeting of the Company (the ‘‘SGM’’) (or any adjournment thereof), to be held at 9: 00 a.m. on Friday, 17 July 2015, at No. 16-3, Jalan PJU 5/4, Dataran Sunway, Kota Damansara, 47810 Petaling Jaya, Selangor, Malaysia for the purpose of considering and, if thought fit, passing the ordinary resolutions set out in the notice dated 24 June 2015 convening the SGM (the ‘‘Notice’’) and at the SGM (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the ordinary resolutions as indicated below[(4)] .

ORDINARY RESOLUTIONS (4)	ORDINARY RESOLUTIONS (4)	ORDINARY RESOLUTIONS (4)	ORDINARY RESOLUTIONS (4)	FOR (4)	AGAINST (4)
1.	To approve the Share Consolidation.
2.	To approve the Open Offer, the Underwriting Agreement, and the transactions contemplated thereunder.
Signature(s) (5)		Date	2015

Signature(s)[(5)] Date Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS. The name of all joint holders must be stated.

2. Please insert the number of shares registered in your name(s) to which the proxy relates. If no number is inserted, this form of proxy will be deemed to related to all the shares in the Company registered in your name(s).

3. If any proxy other than the Chairman is preferred, strike out the words ‘the Chairman of the meeting’ and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED ‘‘AGAINST’’. Failure to tick any box will entitle your proxy to cast his vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the SGM other than those referred to in the Notice convening the SGM.

5. This form of proxy shall be in writing under the hand of the appointer or his attorney duly authorized in writing or, if the appointer is a corporation, either under its seal or under the hand of an officer, attorney or other person authorized to sign the same.

6. Any shareholder entitled to attend and vote at the SGM shall be entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A shareholder who is the holder of two or more shares may appoint more than one proxy to represent him/her and vote on his/her behalf. A proxy need not to be a shareholder of the Company.

7. In order to be valid, this form of proxy together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Union Registrars Limited, at A18/F, Asia Orient Tower, Town Place, 33 Lockhart Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for the SGM (or any adjournment thereof).

8. Completion and delivery of this form of proxy shall not preclude a shareholder from attending and voting in person at the SGM and in such event, the instrument appoint a proxy shall be deemed to be revoked.

9. Where there are joint holders of any shares, any one of such joint holder may vote, either in person or by proxy in respect of such shares as if he/she were solely entitled hereto; but if more than one of such joint holders be present at the SGM, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company.

10. Any voting at the SGM shall be taken by poll.

11. For purpose of identification only