Emperor Culture Group Limited — Proxy Solicitation & Information Statement 2007

Jul 30, 2007

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(Incorporated in Hong Kong with limited liability)

(Stock Code: 280)

Form of proxy for annual general meeting (or any adjournment thereof)

I/We[1] of

shares of HK$0.25 each in the capital of the abovenamed

being the registered holder(s) of[2] company (the “Company”) HEREBY APPOINT[3] the Chairman of the meeting or of

as my/our proxy to vote for me/us and on my/our behalf at the annual general meeting of the Company to be held at Miramar Ballroom, 18th Floor, Hotel Miramar, 130 Nathan Road, Kowloon, Hong Kong on 7th September, 2007 at 12:00 noon and at any adjournment thereof in respect of the resolutions set out in the notice convening the said meeting as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit.

FOR[4] AGAINST[4]

					FOR4	AGAINST4
1.	To receive and consider the audited financial statements and the reports of thedirectors and auditors for theyear ended 31st March,2007.
2.	To declare a final dividend of HK1.2 cents per share for the year ended 31stMarch,2007.
3.	(i)To re-elect Mr. YeungPingLeung,Howard as a director.
	(ii)To re-elect Ms. FungChungYee,Caroline as a director.
	(iii)To re-elect Mr. Chan Chak Cheung, William as an independent non-executive director.
	(iv)To re-elect Mr. Ho Hau Hay,Hamilton as a director.
	(v)To authorise the board of directors to fix the remuneration of the directors.
4.	To appoint auditors and to authorise the board of directors to fix theirremuneration.
5.	To	grant a general and unconditional mandate to the directors to issue shares.
Dated thisday ofSignature(s)6			, 2007

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 capital 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 or” 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 ANY RESOLUTION, TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK IN THE BOX MARKED “AGAINST”. Failure to tick a box will entitle your proxy to cast your vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than that referred to in the notice convening the meeting.

5. 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 registered office of the Company at 9th Floor, King Fook Building, 30–32 Des Voeux Road Central, Hong Kong, not less than 48 hours before the time appointed for holding the said meeting.

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

7. 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 as if he were solely entitled thereto, but if more than one of such joint holders is present at the meeting, personally or by proxy, that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.

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