Leading Holdings Group Limited — Proxy Solicitation & Information Statement 2007

Jun 28, 2007

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Ultra Group Holdings Limited 歐美集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8203)

FORM OF PROXY FOR USE AT THE ANNUAL GENERAL MEETING TO BE HELD ON 29 AUGUST 2007

I/We (Note 1)

of

being the registered holder(s) of

shares (Note 2) of HK$0.01 (“Shares”)

each in the capital of Ultra Group Holdings Limited (the “Company”), HEREBY APPOINT THE CHAIRMAN OF THE MEETING or (Note 3) of

as my/our proxy to attend on my/our behalf at the Annual General Meeting (and at any adjournment thereof) of the Company to be held at 3rd Floor, Sunning Plaza, 10 Hysan Avenue, Causeway Bay, Hong Kong on 29 August 2007, Wednesday at 11:00 a.m. for the purpose of considering and, if thought fit, passing the resolutions 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 (Note 4) :

(Note 4):
ORDINARY RESOLUTIONS (Note 5)	FOR(Note 4)	AGAINST(Note 4)
1.To receive and consider the audited financial statements and the reports of the directorsand of the auditors for theyear ended 31 March 2007.
2.(a)To re-elect Ms. Cho Yuen Yi, Wendyas director.
(b)To re-elect Ms. WongChingNgor as director.
(c)To re-elect Mr. Liew Swee Yean as director.
(d)To authorise the Board of Directors to fix directors’ remuneration until theconclusion of the next annualgeneral meeting.
3.To re-appoint RSM Nelson Wheeler as the Company’s auditors and to authorize theboard of directors to fix their remuneration.
4.To give a general mandate to the directors to issue, allot and deal with additional sharesnot exceeding 20% of the aggregate nominal amount of the issued share capital of theCompanyas at the date of this resolution.
5.To give a general mandate to the directors to purchase shares not exceeding 10% of theaggregate nominal amount of the issued share capital of the Company as at the date ofthis resolution.
6.To extend the general mandate granted to the directors to issue shares in the capital ofthe Company by an additional amount representing the aggregate nominal amount of theshare capital of the Company repurchased pursuant to the foregoing resolution no. 5.

Dated this

day of

, 2007.

Signature:

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK LETTERS .

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 is preferred, please strike out words “ THE CHAIRMAN OF THE MEETING ” and insert the name and address of the proxy desired in the space provided. You may appoint one proxy or (if holding two or more shares) 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 A RESOLUTION, TICK THE APPROPRIATE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK THE APPROPRIATE BOX MARKED “AGAINST” . Failure to complete any of 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 meeting other than those referred to in the notice convening the meeting.

5. The full text of each resolution referred to above appears in the notice of the meeting dated 29 June 2007.

6. 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 an officer or attorney duly authorized.

7. 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.

8. 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 registrars in Hong Kong, Computershare Hong Kong Investor Services Limited at Rooms 1806 & 1807, 18th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

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

10. Completion and delivery of the form of proxy will not preclude you from attending and voting at the meeting if you so wish.