Damai Entertainment Holdings Limited — Proxy Solicitation & Information Statement 2012

Dec 20, 2012

==> picture [251 x 78] intentionally omitted <==

(Incorporated in Bermuda with limited liability)

(Stock code: 498)

FORM OF PROXY FOR USE AT THE SPECIAL GENERAL MEETING TO BE HELD ON FRIDAY, 18 JANUARY 2013 AT 10:30 A.M.

I/We [(Note 1) ]

of

, shares of HK$0.10 each in the

being the registered holder(s) of [(Note 2)] shares of HK$0.10 each in the capital of PYI Corporation Limited (the “Company”), hereby appoint [(Note 3)] the Chairman of the Meeting or, failing him,

of

as my/our proxy to attend and vote for me/us and on my/our behalf at the special general meeting of the Company to be held at Regus Conference Centre, 35th Floor, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Friday, 18 January 2013 at 10:30 a.m. (the “Meeting”) and at any adjournment thereof on the undermentioned resolution(s) as indicated [(Note 4)] . My/our proxy will also be entitled to vote on any matter properly put to the Meeting in such manner as my/our proxy thinks fit:

ORDINARY RESOLUTIONS#	ORDINARY RESOLUTIONS#	FOR(Note 4)	AGAINST(Note 4)
1.	To approve, ratify and confirm the Deemed Disposal and thetransactions contemplated thereunder
2.	To re-elect Ms. Wong Lai Kin Elsa as an independentnon-executive director of the Company

The full text of each resolution is set out in the notice convening the Meeting.

Dated this

day of 2012

Signature [ (Note 5) ]

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

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 relate to all the shares of the Company registered in your name(s).

3. If any proxy other than the Chairman of the Meeting is preferred, delete 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 duly initialled by the person who signs it .

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK (“ ✓ ”) IN THE RELEVANT BOX BELOW THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK (“ ✓ ”) IN THE RELEVANT BOX BELOW THE BOX MARKED “AGAINST” . If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his/her discretion or to abstain. Your proxy will also be entitled to vote at his/her discretion or to abstain on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its seal or under the hand of an officer or attorney or other person authorised to sign the same.

6. Where there are joint holders of any share any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he was solely entitled thereto, but if more than one of such joint holders be present at any meeting, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority is determined by the order in which the names stand in the register of members in respect of the joint holding.

7. To be valid, this form of proxy and the power of attorney or other authority (if any) under which it is signed, or a notarized copy of that power or authority, must be deposited at the office of the branch registrar of the Company in Hong Kong, Tricor Secretaries Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjourned meeting.

8. The proxy need not be a shareholder of the Company.

9. Completion and return of this form will not preclude you from attending and voting in person at the Meeting (or any adjournment thereof), and in such event, the proxy form shall be deemed to be revoked.