Dongyue Group Limited — Proxy Solicitation & Information Statement 2008

Jul 24, 2008

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HERALD HOLDINGS LIMITED

*

(incorporated in Bermuda with limited liability)

(Stock Code : 00114)

Form of proxy for use at the Annual General Meeting convened for Friday, 19 September, 2008

I/We[(1)]

of

being the registered holder(s) of[(2)] Shares of US$0.01 each in the capital of Herald Holdings Limited (the “Company”), hereby appoint the Chairman of the Meeting[(3)] or

of

as my/our proxy to vote and act for me/us at the Annual General Meeting (and at any adjournment thereof) of the Company to be held at the Queensway and Victoria, JW Marriott Ballroom, Level 3, JW Marriott Hotel Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Friday, 19 September, 2008 at 3:45 p.m., in respect of the resolutions set out in the notice of the Annual General Meeting as hereunder indicated.

	1.	To receive and consider the audited financial statements and the reports of the directors and auditors for the year ended 31 March, 2008.
	2.	(i) To re-elect Mr. Tang King-Hung as an independent non-executive director.
		(ii) To re-elect Mr. David Tai-Chong Lie-A-Cheong as an independent non-executive director.
		(iii) To re-elect Mr. Yeh Man-Chun, Kent as an independent non-executive director.
	3.	To re-appoint auditors and to authorise the board of directors to fix their remuneration.
	4.	To declare a final dividend.
	5(1).	To grant a general mandate to the directors to repurchase the Company’s Shares.
	5(2).

Member’s Signature(s)

Dated this day of 2008

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). If no number is inserted, this form of proxy will be deemed to relate to all the Shares in the Company registered in your name(s).

3. If any proxy other than the Chairman is desired, please 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 a resolution, please tick the box marked “ FOR ” beside the appropriate resolution. If you wish to vote against a resolution, please tick the box marked “ AGAINST ” beside the appropriate resolution. If no direction is given, your proxy will be entitled to vote or abstain as he thinks fit. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting in addition to 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 common seal or under the hand of its attorney or officer so authorised.

6. Where there are joint registered holders of any Share, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such Share(s) as if he were solely entitled thereto; but if more than one of such joint holders are present at the Meeting, either personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such Share(s), shall alone be entitled to vote in respect thereof.

7. 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 of such power or authority must be deposited at the Company’s principal office at 3110, 31st Floor, Tower Two, Lippo Centre, 89 Queensway, Hong Kong not less than 48 hours before the time for holding the Meeting or any adjournment thereof.

8. You are entitled to appoint a proxy of your own choice. A proxy need not be a member of the Company.

9. Completion and return of this form of proxy will not preclude you from attending and voting at the Meeting should you so wish.

10. for identification purpose only