Guoco Group Limited — Proxy Solicitation & Information Statement 2011

Jul 11, 2011

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FAR EAST HOTELS AND ENTERTAINMENT LIMITED 遠東酒店實業有限公司

(Incorporated in Hong Kong under the Companies Ordinance)

(Stock Code: 0037)

Form of proxy For use at the Annual General Meeting to be held on 12 August 2011

I/We[(1)]

of

being the registered holder(s) of shares (“Shares”)[(2)]

of HK$0.10 each in the capital of Far East Hotels And Entertainment Limited (the “Company”), HEREBY APPOINT THE CHAIRMAN OF THE MEETING[(3)] , or

of

as my/our proxy to attend the Annual General Meeting (or any adjournment thereof) (the “AGM”) of the Company to be held at The Penthouse, Far East Consortium Building, 121 Des Voeux Road Central, Hong Kong on 12 August 2011 (Friday) at 3:00 p.m. for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the AGM and at such AGM to vote for me/us and on my/our behalf in respect of the resolutions as indicated below. My/our proxy will also be entitled to vote on any matter properly put to the AGM in such manner as he/she thinks fit.

				RESOLUTIONS		FOR(4)		AGAINST(4)
	1.	To receive and consider the audited consolidated financial statements and
		the reports of the		directors and of the auditor for the year ended 31
		March 2011
	2.	To re-elect Directors:
		(a)Ms. Margaret Chiu as an executive director
		(b)Mr. Ip Shing Hing as an independent non-executive director
		(c)Mr. Ng Wing Hang as an independent non-executive director
	3.	To authorize the	board of directors to fix the directors’ remuneration
	4.	To re-appoint Deloitte Touche Tohmatsu as the auditor of the Company
		and to authorize	the directors to fix the remuneration of the auditor
	5.	To grant a general mandate to issue shares
	6.	To grant a general mandate to repurchase shares
	7.	To extend the general mandate to issue shares by adding repurchased
		shares thereto.

Dated this day of 2011 Signature[(7)] :

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 registered in your name(s).

3. If any proxy other than the Chairman of the AGM is preferred, strike out the “THE CHAIRMAN OF THE AGM, 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(S) WHO SIGN(S) IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK IN THE APPROPRIATE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK IN THE APPROPRIATE BOX MARKED “AGAINST”. Failure to complete any or all the boxes will entitle your proxy to cast his vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the AGM other than those referred to in the notice convening the AGM.

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 of authority must be lodged at the Company’s registered office at Suite 2308, 23rd Floor, Office Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong, in accordance with the instructions printed thereon not less than 48 hours before the time fixed for holding the AGM, whether or not you intend to be present at the AGM. The completion and return of the form of proxy will not preclude you from attending the meeting or any adjourned meeting (as the case may be) and voting in person should you so wish.

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 vote(s) of 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. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either under its common seal or under the hand of any officer or attorney or other person duly authorized.

8. Any member entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him/her. The proxy need not be a member of the Company but must attend the AGM in person to represent you.