Macau E&M Holding Limited — Proxy Solicitation & Information Statement 2007

Jan 5, 2007

==> picture [48 x 46] intentionally omitted <==

==> picture [174 x 45] intentionally omitted <==

(Incorporated in Hong Kong with limited liability)

(Stock Code: 604)

Form of proxy for use at the second extraordinary general meeting of the Company (or any adjournment thereof) convened at Garden Room C&D, 2/F., Hotel Nikko, 72 Mody Road, Tsimshatsui East, Kowloon, Hong Kong on 9 February 2007 at 2:45 p.m.

I/We [1] of being the registered holder(s) of [2] shares of HK$0.05 each in the capital of abovenamed Company, HEREBY APPOINT [3] 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 second extraordinary general meeting (or at any adjournment thereof) of the Company to be held at Garden Room C&D, 2/F., Hotel Nikko, 72 Mody Road, Tsimshatsui East, Kowloon, Hong Kong on 9 February 2007 at 2:45 p.m. (or so soon as the extraordinary general meeting of the Company convened on the same day and place at 2:00 p.m. shall have been concluded or adjourned) and on a poll to vote on my/our behalf as directed below or, if no such direction is given, as my/our proxy thinks fit.

“ THAT the terms of the Split Agreement (as defined and summarized in a circular dated 5 January 2007 of the Company (the “ Circular ”), a copy of which has been produced to the meeting marked “A” and signed by the chairman of the meeting for the purpose of identification) and the transactions contemplated therein, including but not limited to the Split Arrangement and the Hangfa Establishment (as defined in the Circular), be and are hereby noted and approved, the entering into of the Split Agreement by the Company be and is hereby confirmed, approved and ratified and that the directors of the Company be and are hereby authorised on behalf of the Company to sign, seal, execute, perfect, deliver and do all such documents, agreements, deeds, acts, matters and things as they may in their discretion consider necessary, desirable or appropriate for the purpose of or in connection with the implementation of the Split Agreement and the transactions contemplated therein.”

FOR [4] AGAINST [4]

Dated this day of Signature(s) [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. The form of proxy must be signed by you or your attorney duly authorised 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 authorised.

6. If more than one of the joint holders be present at the meting 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.