Hybrid Kinetic Group Limited — Proxy Solicitation & Information Statement 2009

Dec 29, 2009

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FAR EAST GOLDEN RESOURCES GROUP LIMITED 遠東金源集團有限公司

(incorporated in Bermuda with limited liability)

(Stock Code: 1188)

PROXY FORM

Form of proxy for use by shareholders at the special general meeting to be held at 11:00 a.m. on Tuesday, 26 January 2010 at Suites 1407-8, 14th Floor, Great Eagle Centre, 23 Harbour Road, Wanchai, Hong Kong (or any adjournment thereof)

I/We[(note a)]

of

[[(note b)]] shares of HK$0.10 each in the capital of

being the registered holder(s) of[[(note b)]] shares of HK$0.10 each in the capital of Far East Golden Resources Group Limited (the “ Company ”) hereby appoint the Chairman of the special general meeting of the Company (the “ Meeting ”) or of to act as my/our proxy[(note c)] to attend for me/us at the Meeting to be held at 11:00 a.m. on Tuesday, 26 January 2010 at Suites 1407-8, 14th Floor, Great Eagle Centre, 23 Harbour Road, Wanchai, Hong Kong (or any adjournment thereof) for the purpose of considering and, if thought fit, passing the following resolutions as set out in the notice convening the Meeting and at the Meeting (or any adjournment thereof) to vote on my/our behalf and in my/our name(s) in respect of such resolutions as indicated below or, if no indication is given, as my/our proxy thinks fit.

		ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	FOR(note d)	AGAINST(note d)
1.		To approve, ratify and confirm the Limited Partnership Agreement (together with the FEGRExchange contemplated thereunder) and authorise the directors of the Company to do further actsor take further steps as necessary, desirable or expedient to give effect to the Limited PartnershipAgreement (together with the FEGR Exchange contemplated thereunder) (being Resolution No. 1 asset out in the notice of the Meeting).
2.		To approve, ratify and confirm the Options to Purchase and Assignment Agreement (except, forthe avoidance of doubt, the exercise of the HKMI Option(s)) and authorise the directors of theCompany to do further acts or take further steps as necessary, desirable or expedient to give effectto the Options to Purchase and Assignment Agreement (being Resolution No. 2 as set out in thenotice of the Meeting).
3.		To approve, ratify and confirm the Intellectual Property Assignment Agreement and authorise thedirectors of the Company to do further acts or take further steps as necessary, desirable or expedientto give effect to the Intellectual Property Assignment Agreement (being Resolution No. 3 as set out inthe notice of the Meeting).
4.		To approve, ratify and confirm the Services Agreement and authorise the directors of theCompany to do further acts or take further steps as necessary, desirable or expedient to give effectto the Services Agreement(beingResolution No. 4 as set out in the notice of the Meeting).
5.		To approve, ratify and confirm the Advisory Agreement and authorise the directors of theCompany to do further acts or take further steps as necessary, desirable or expedient to give effectto the AdvisoryAgreement(beingResolution No. 5 as set out in the notice of the Meeting).
6.		To approve the increase in the Company’s authorised share capital from HK$3,000,000,000 toHK$80,000,000,000 by the creation of an additional 770,000,000,000 ordinary shares of par valueHK$0.10 each in the capital of the Company (being Resolution No. 6 as set out in the notice of theMeeting).
7.		To approve the grant of the Specific Mandate to cover the allotment and issue of such numberof FEGR Exchanged Shares which may fall to be allotted and issued upon the FEGR Exchangereferred to and pursuant to the Limited Partnership Agreement and to authorise the directors ofthe Company to allot and issue the FEGR Exchanged Shares (being Resolution No. 7 as set out inthe notice of the Meeting).
			SPECIAL RESOLUTION
8.		To approve tchange of theout in the noti	he change of the Company’s name to “Hybrid Kinetic Group Limited” and theCompany’s secondary name to “正道集團有限公司” (being Resolution No. 8 as setce of the Meeting).
Date thisShareholder’s signature			day of	2010. (notes e, f, g, h and i)

Notes:

• a. Full name(s) and address(es) to be inserted in BLOCK CAPITAL LETTERS . The names of all joint registered holders should be stated.

• b. Please insert the number of shares of HK$0.10 each in the capital of the Company (the “ 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).

• c. A proxy need not be a member of the Company. If you wish to appoint some person other than the Chairman of the Meeting as your proxy, please delete the words “the Chairman of the special general meeting of the Company (the “ Meeting ”) or” and insert the name and address of the person appointed in the space provided.

• d. Please indicate with a tick (“✓”) in the space opposite to the resolution showing how you wish the proxy to vote on your behalf. In the absence of any such indication, the proxy may vote for or against the resolution or may abstain at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than that referred to in the notice convening the Meeting.

• e. Where there are joint registered holders of any Share, any one of such joint holders 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 are present at the Meeting, 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 shall alone be entitled to vote in respect thereof.

• f. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing, or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.

• g. To be valid, this form of proxy together with any 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 branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at Rooms 1806-07, 18th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the Meeting or any adjournment thereof.

• h. Completion and return of this form of proxy will not preclude you from attending and voting in person at the Meeting or any adjournment thereof if you so wish. i. Any alteration made to this form of proxy should be initialled by the person who signs the form.