Fulum Group Holdings Limited — Proxy Solicitation & Information Statement 2011

Jul 27, 2011

(Incorporated in Bermuda with limited liability)

(Stock Code: 621)

Form of Proxy for use at the Special General Meeting to be held on Friday, 19 August 2011 (and at any adjournment thereof)

I/We (Note1)

of

being the registered holder(s) of shareshares (Note 2) of HK$0.01 each in the share capital of Wing Hing International (Holdings) Limited (the Company), HEREBY APPOINT THE CHAIRMAN OF THE MEETING (Note 3) or

shareshares (Note 2) of HK$0.01

of

as my/our proxy to attend the Special General Meeting (and at any adjournment thereof) of the said Company to be held at Unit 1901, 19/F, Nina Tower, No. 8 Yeung Uk Road, Tsuen Wan, New Territories, Hong Kong on Friday, 19 August 2011, at 11: 00 a.m. for the purposes of considering and, if thought fit, passing the Resolutions as set out in the Notice convening the said Meeting and at such Meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the Resolutions as indicated below.

ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	FOR(Note 4)	AGAINST(Note 4)
1.	To approve the increase of the authorised share capital of the Company from HK$150,000,000divided into 15,000,000,000 ordinary shares (the Shares) of HK$0.01 to HK$300,000,000 dividedinto 30,000,000,000 Shares by the creation of 15,000,000,000 additional Shares and all transactionscontemplated thereunder.
2.	(a)To approve, ratify and confirm the acquisition agreement dated 28 January 2011 (asamended by an amendment agreements dated 22 March 2011 and 22 July 2011 and anysubsequent amendments) (together, theAcquisition Agreement) relating to the acquisition ofshares of Taung Gold Limited (Taung Gold) by the Company (the Acquisition) entered intoby the Company, the TG Sellers (as defined in the Notice) and Gold Commercial ServicesLimited.
	(b)To authorise, approve, ratify and confirm all transactions contemplated under theAcquisition Agreement.
	(c)To approve the allotment and issue of up to a total of 11,987,246,522 new Shares (theConsideration Shares) pursuant to the Acquisition Agreement conditional upon resolutions2(a) and (b) being passed and the Listing Committee of The Stock Exchange of Hong KongLimited granting the listing of, and permission to deal in the Consideration Shares and alltransactions contemplated thereunder.
3.	To approve the put option agreements relating to the grant of put options to each South Africanresident shareholders of Taung Gold and the Loan Note and all transactions contemplatedthereunder.
4.	To approve the Electrum option agreement relating to the grant of put options to Electrum and alltransactions contemplated thereunder.
5.	To approve the optionholder agreement relating to the grant of put options to holders of options inTaung Gold and all transactions contemplated thereunder.
SPECIAL RESOLUTION
6.	Subject to the completion of the Acquisition Agreement and the approval of the Registrar ofCompanies in Bermuda, to approve the change of name of the Company from ‘‘Wing HingInternational (Holdings) Limited’’ to ‘‘Taung Gold International Limited’’ and the Chinese name ‘‘壇金礦業有限公司’’ be adopted by the Company for identification purpose only and to authoriseany Director of the Company to do such things as necessary to effect the change of name and theadoption of the Chinese name.
Dated this		day of	2011.Signature:

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 of the Company registered in your name(s).

3. If any proxy other than the Chairman is preferred, please strike out ‘‘THE CHAIRMAN OF THE MEETING’’ here inserted and insert the name and address of the proxy desired in the space provided. You may appoint one or more proxies to attend the Meeting. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS PROXY. 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 RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED ‘‘AGAINST’’. Failure to complete any or all of the boxes will entitle your proxy to cast his votes at his discretion. Your proxy will also be entitled to vote at his discretion 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 executed under its common seal or under the hand of an officer or attorney duly authorised.

6. In the case of joint holders, 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 holder(s) and for this purpose seniority will be determined by the order in which the names stand in the Register of Members.

7. To be valid, this form of proxy together with the power of attorney (if any) 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 in Hong Kong, Tricor Tengis Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Meeting.

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

9. Completion and delivery of this form of proxy will not preclude you from attending and voting at the Special General Meeting if you so wish.