Lajin Entertainment Network Group Limited — Proxy Solicitation & Information Statement 2006

Mar 27, 2006

SATELLITE DEVICES CORPORATION

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8172)

Form of Proxy for Extraordinary General Meeting

I/We[1] , residing at[1 ] being the registered holder of[2] HEREBY APPOINT[ 3]

at

,

,

ordinary shares of Satellite Devices Corporation (the “Company”), , residing

,

or failing him, the Chairman of the meeting as my/our proxy/proxies to attend on my/our behalf the Extraordinary General Meeting (or any adjournment thereof, “EGM”) of the Company to be held at 10:00 a.m. on Thursday, 20 April 2006 at Chater Room I, Function Room Level, The Ritz Carlton Hong Kong, 3 Connaught Road, Central, Hong Kong and to act and vote on my/ our behalf at the EGM in respect of the resolutions listed below, in accordance with my/our instructions below[4] .

		Form of Proxy for Extraordina	Form of Proxy for Extraordina	ry General M	ry General M	ry General M	eeting	eeting	eeting
	aeY	t1registered holder of2ordinary sAPPOINT3
			h	ares of Satell		ite	Devices Cor
	g(Falf	him, the Chairman of the meeting as my/our proxy/proxieor any adjournment thereof, “EGM”) of the Company to beunction Room Level, The Ritz Carlton Hong Kong, 3 Connauat the EGM in respect of the resolutions listed below, in acco	shgr	to attend oneld at 10:00ht Road, Centdance with m		mya.mral,y/o
							/our behalf. on ThursdaHong Kongur instruction
		RESOLUTIONS				F	OR4		AGAINST4
		Special Resolution
1.(A)To approve the Share Consolidation, the Capital Reduction,the Subdivision and the Application of Credit as set out in theNotice of Extraordinary General Meeting dated 27 March 2006,subject to the conditions contained therein.(B)To authorise the directors of the Company generally to do allsuch acts, deeds and things as they shall, in their absolutediscretion, deem appropriate to effect and implement theCapital Reduction, the Share Consolidation, the Subdivisionand the Application of Credit, including but not limited tomaking an application to the Grand Court of the CaymanIslands for a court order confirming the Capital Reduction.
		)To approve the Share Consolidation, the Capital Reduthe Subdivision and the Application of Credit as set outNotice of Extraordinary General Meeting dated 27 Marchsubject to the conditions contained therein.)To authorise the directors of the Company generally tosuch acts, deeds and things as they shall, in their abdiscretion, deem appropriate to effect and implemeCapital Reduction, the Share Consolidation, the Subdiand the Application of Credit, including but not limimaking an application to the Grand Court of the C	i snvta	tion,n the
				2006,
				do allolute
				t theisioned toman
Ordinary Resolutions
2.(A)To approve the issue by way of open offer of 395,101,116shares of HK$0.01 each in the share capital of the Companyupon the Capital Reorganisation to the Qualifying Shareholders(excluding those Shareholders with registered addresses outsideHong Kong) for subscription on the basis of an assuredallotment of three (3) offer shares for every one (1) share ofHK$0.01 held on such date as the Underwriter may agree inwriting with the Company as the date and to be determinedwith reference to the time of completion of the CapitalReorganisation as set out in the Notice of ExtraordinaryGeneral Meeting dated 27 March 2006, subject to theconditions contained therein.(B)To authorise generally to do all such acts, deeds and things asthey shall, in their absolute discretion, deem appropriate toeffect and implement the Open Offer.

RESOLUTIONS	RESOLUTIONS	FOR4	AGAINST4	AGAINST4	AGAINST4	AGAINST4	AGAINST4
Ordinary Resolutions
3.(A)To ratify, confirm and approve the conditional sale andpurchase agreement dated 10 October 2005 (the “Agreement”)and made between the Company and Chung Chiu Limitedpursuant to which the Company would, subject to the termsand conditions therein contained, acquire from the Chung ChiuLimited the entire issued share capital of Hip Kin RetailingLimited (the “Transaction”) for an aggregate consideration ofHK$80,000,000.(B)To authorise the Transaction contemplated under theAgreement.(C)To authorise the directors of the Company to take all necessaryactions to implement and give effect to the proposals,arrangements, terms and transactions contemplated in theTransaction, the Agreement, and to do all acts and things andto execute all documents, instruments and agreements whichmay in their opinion be necessary or desirable for the purposeof implementing and giving effect to the Transaction and theAgreement, as set out in the Notice of Extraordinary GeneralMeeting dated 27 March 2006.
	o raty, conrm an approve te contona sae anpurchase agreement dated 10 October 2005 (the “Agreement”)and made between the Company and Chung Chiu Limitedpursuant to which the Company would, subject to the termsand conditions therein contained, acquire from the Chung ChiuLimited the entire issued share capital of Hip Kin RetailingLimited (the “Transaction”) for an aggregate consideration ofHK$80,000,000.To authorise the Transaction contemplated under the
	Agreement.To authorise the directors of the Company to take all necessaryactions to implement and give effect to the proposals,arrangements, terms and transactions contemplated in theTransaction, the Agreement, and to do all acts and things andto execute all documents, instruments and agreements whichmay in their opinion be necessary or desirable for the purposeof implementing and giving effect to the Transaction and theAgreement, as set out in the Notice of Extraordinary GeneralMeeting dated 27 March 2006.
4.To authNotes aNotes o	orise the directors of the Company to issue the Convertiblend allot and issue shares of the Company under the Convertible
	n and subject to the terms and conditions of the Agreement.

Signature[5] : Notes:

Date:

1. Please insert your name(s) and address(es) (as shown in the register of members) in block capital(s) .

2. Please insert the number of shares in the Company registered in your name(s) and to which this proxy form relates. If no such number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).

3. If no person is appointed as proxy, the Chairman of the EGM will be deemed to have been appointed by you as your proxy.

4. If you wish to vote for any of the resolutions, please insert a “ ” in the box marked “FOR” or if you wish to vote against any of the resolutions, please insert a “ ” in the box marked “AGAINST”. If no indication is given, then your proxy/proxies may vote in such manner as he/she/they think(s) fit.

5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a company or an organization, either under its seal or under the hand of any officer, attorney other person authorised to sign the same. In any event, the execution shall be made in accordance with the articles of association of such company or organization.

6. To be valid, this proxy form and, if such proxy form is signed by a person under a power of attorney or authority on behalf of the appointer, a retitled copy of that power of attorney or other authority, must be delivered to Computershare Hong Kong Investor Services Ltd. of 46th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time designated for the holding of the EGM.

7. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjourned EGM should you so wish.