Macau E&M Holding Limited — Proxy Solicitation & Information Statement 2005

May 4, 2005

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(Incorporated in Hong Kong with limited liability)

(Stock Code: 604)

Form of proxy for use at the Annual General Meeting (or at any adjournment thereof) convened at 3:00 p.m. on Monday, the 6th day of June, 2005

I/We[(1)] of

being the registered holder(s) of[(2)] the abovenamed Company, HEREBY APPOINT[(3)] of

shares of HK$0.05 each in the capital of

or failing him[(3)] of

or failing him, the Chairman of the meeting as my/our proxy to act for me/us at the Annual General Meeting (or at any adjournment thereof) of the Company to be held at Cypress & Maple Rooms, InterContinental Hong Kong, 18 Salisbury Road, Kowloon, Hong Kong on Monday, the 6th day of June, 2005 at 3:00 p.m. and in the event of a poll to vote on my/ our behalf as directed below or, if no such direction is given, as my/our proxy thinks fit.

		For(4)	Against(4)
1.	To receive and consider the audited Financial Statements and the Reports of the Directors and Auditors for theyear ended 31st December,2004.
2.	To declare a final dividend.
3.	(1) (a) To re-elect Mr. ZHANG Yijun as Director.
	(b) To re-elect Mr. LI Wai Keungas Director.
	(c) To re-elect Mr. XU Ruxin as Director.
	(d) To re-elect Mr. LEE YipWah,Peter as Director.
	(e) To re-elect Mr. WU Wai Chung,Michael as Director.
	(2) To authorise the Directors to fix the Directors’ fees.
4.	To re-appoint auditors and authorise the Directors to fix their remuneration.
5.	Togrant ageneral mandate to the Directors to repurchase shares.
6.	Togrant ageneral mandate to the Directors to issue shares.
7.	To extend the general mandate to issue shares by addition thereto the shares repurchased by the Company.

Date Signature[(5)]

Notes:

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

2. Please insert the number of shares of HK$0.05 each 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. Please insert the name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY . The proxy need not be a member of the Company but must attend the meeting in person to represent you.

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE PLACE A “ ✓ ” IN THE RELEVANT BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE PLACE A “ ✓ ” IN THE RELEVANT BOX MARKED “AGAINST” . Failure to complete 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. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of corporation, must be either under its common seal or under the hand of an officer or attorney duly authorised.

6. If more than one of the joint holders be present at the meeting personally or by proxy, that one of the said persons so present whose name stands first on the register in respect of the relevant shares shall alone be entitled to vote in respect thereof.

7. 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 that power or authority, must be deposited at the registered office of the Company, 8th Floor, New East Ocean Centre, 9 Science Museum Road, Tsimshatsui, Kowloon, Hong Kong not less than 48 hours before the time for holding the meeting or adjourned meeting (as the case may be).

8. Any alteration made in this form of proxy must be initialled by the person who signs it.