Dynasty Fine Wines Group Limited — Proxy Solicitation & Information Statement 2011

Apr 18, 2011

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(incorporated in the Cayman Islands with limited liability)

(Stock Code: 828)

FORM OF PROXY FOR ANNUAL GENERAL MEETING TO BE HELD ON 3 JUNE 2011 (OR AT ANY ADJOURNMENT THEREOF)

beingI/We the [(Note] registered [1)] , holder(s) of [(Note][2)] shares of HK$0.10 each in the capitalof of Dynasty Fine Wines Group Limited (the ‘‘Company’’) hereby appoint the Chairman of the Annual General Meeting (Note 3) or

of

as my/our proxy to attend and act on my/our behalf at the Annual General Meeting of the Company to be held at East & West Rooms, 23rd Floor, Mandarin Oriental Hotel, 5 Connaught Road, Central, Hong Kong on Friday, 3 June 2011 at 10:30 a.m. or at any adjournment thereof and to vote for me/us on the resolutions referred to in the Notice of the Annual General Meeting (with or without modifications) as indicated below:

	RESOLUTIONS	RESOLUTIONS	RESOLUTIONS	For (Note 4	For (Note 4
	1. To receive and consider the Audited Consolidated Financial Statements of the Company and its subsidiaries and the Reports of the Directors and Auditor for the year ended 31 December 2010
	2. To approve and declare dividends
	3. To re-elect the following Directors: (a) Mr. Bai Zhisheng (b) Mr. Wu Xuemin (c) Mr. Dong Jingrui (d) Mr. Robert Luc (e) Mr. Chau Ka Wah, Arthur (f) Mr. Yeung Ting Lap Derek Emory
				(a)	(a)
				(b)	(b)
				(c)	(c)
				(d)	(d)
				(e)	(e)
				(f)	(f)
	4 To authorise the Board of Directors to fix the remuneration of the Directors
	5. To re-appoint the Company’s auditor and to authorise the Board of Directors to fix its remuneration
	As Ordinary Resolutions
	6. To grant an unconditional mandate to the Directors to issue and allot shares
	7. To grant an unconditional mandate to the Directors to repurchase the Company’s own shares
	8. To extend the mandate granted under Resolution No. 6 by adding the aggregate nominal amount of the shares repurchased by the Company pursuant to Resolution No. 7
	Date this	day o	f 2011.	Signature (Note 5

Notes:

1. Please insert full name(s) and address(es) in BLOCK CAPITALS . The names of all joint holders should 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 relate to all the shares in the capital of the Company registered in your name(s).

3. If any proxy other than the Chairman of the Annual General Meeting is preferred, strike out the words ‘‘the Chairman of the Annual General Meeting or’’, and insert the name and address of the proxy desired in the space provided. If no name is inserted, the Chairman of the Annual General Meeting will act as your proxy.

4. IMPORTANT: IF YOU WISH YOUR PROXY TO VOTE ON YOUR BEHALF FOR A PARTICULAR RESOLUTION, TICK THE BOX MARKED ‘‘FOR’’. IF YOU WISH YOUR PROXY TO VOTE AGAINST A PARTICULAR RESOLUTION, TICK THE BOX MARKED ‘‘AGAINST’’. If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his discretion whether to vote for or against the resolutions or to abstain from voting. Your proxy will also be entitled to vote at his discretion on any amendment to the resolutions referred to in the Notice of the Annual General Meeting which has been properly put to 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 any duly authorised officer.

6. Where there are joint holders of any share, any one of such joint holder may vote, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the Annual General Meeting 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 shareholders of the Company in respect of the joint holding.

7. To be valid, the form of proxy, together with a power of attorney or other authority, if any, under which it is signed for a notarially certified copy thereof, must be lodged with the Company’s branch share registrar, Tricor Investor Services Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof.

8. The proxy need not be a shareholder of the Company but must attend the meeting in person to represent you.

9. Completion and return of this form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or on the poll concerned and, in such event, this form of proxy will be deemed to have been revoked.

10. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE DULY INITIALLED BY THE PERSON WHO SIGNS IT.