Minth Group Limited — Proxy Solicitation & Information Statement 2009

Jul 10, 2009

MINTH GROUP LIMITED 敏 實 集 團 有 限 公 司

(incorporated in the Cayman Islands with limited liability)

(stock Code: 0425)

PROXY FORM

Form of proxy for use by shareholders at the extraordinary general meeting to be convened at 9:30 a.m. on 27 July 2009, Monday at 20th Floor, Alexandra House, 16–20 Chater Road, Central, Hong Kong (or any adjournment thereof).

I/We[(note][a)]

of

(note b)

being the registered holder(s) of shares of HK$0.10 each of Minth Group Limited (‘‘Company’’) hereby appoint the Chairman of the extraordinary general meeting (‘‘Meeting’’) of the Company or

of

to act as my/our proxy[(note][c)] at the Meeting to be held at 9:30 a.m. on 27 July 2009, Monday at 20th Floor, Alexandra House, 16–20 Chater Road, Central, Hong Kong and at any adjournment thereof and to vote for me/us on the resolutions referred to in the Notice of Extraordinary General Meeting (with or without modifications) as indicated below:

ORDINARY RESOLUTION[(note][d)] FOR AGAINST 1. To approve, confirm and ratify the acquisition (the ‘‘2008 Acquisition’’) by Decade (HK) Limited from Talentlink Development Limited (a company incorporated in the British Virgin Islands) and Mr. Hsu (collectively, the ‘‘Vendors’’) on 29 April 2008 of the entire shareholding interests in Talentlink Development Limited (a company incorporated in Hong Kong) and Magic Figure Investments Limited (a company incorporated in the British Virgin Islands) respectively, the related sale and purchase agreements (the ‘‘Agreements’’) entered into between the Vendors as vendors and Decade (HK) Limited as purchaser and the transactions contemplated thereby and to approve, confirm and ratify any action taken or implemented by the directors of Minth Group Limited (the ‘‘Company’’) in connection with the 2008 Acquisition prior to the passing of this resolution and the directors of the Company be and are hereby authorised to take such steps as they may consider necessary, appropriate, desirable or expedient to implement or give effect to the 2008 Acquisition, the terms of the Agreements or and all transactions contemplated thereby

Dated

Shareholder’s signature

(notes e, f, g, h and i)

Notes:

• a Full name(s) and address are to be inserted in CAPITAL LETTERS.

• b 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).

• c Adeleteproxytheneedwordsnot‘‘thebe aChairmanmember ofof thethe extraordinaryCompany. If yougeneralwishmeetingto appoint(‘‘Meetingsome ’’person) of theotherCompanythan theor’’Chairmanand insertofthethenameMeetingand asaddressyour proxy,of the personplease appointed as your proxy in the space provided. A member who is the holder of two or more shares may appoint more than one proxy.

• d tickIf you(‘‘√wish’’) theto boxvotemarkedfor the ‘‘resolutionAgainst’’. setIf theoutformabove,returnedpleaseistickduly(‘‘√signed’’) thebutboxwithoutmarkedspecific‘‘For’’. directionIf you wishon theto voteproposedagainstresolution,the abovetheresolution,proxy willpleasevote or abstain at his discretion in respect of the resolution. A proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those set out in the notice convening the Meeting.

• e In the case of a joint holding, this form of proxy may be signed by any joint holder, but if more than one joint holder is present at the Meeting, whether in person or by proxy, that one of the joint holders whose name stands first on the register of members in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.

• f The form of proxy must be signed by a shareholder, or his attorney duly authorised in writing, or if the shareholder is a corporation, either under its Common Seal or under the hand of an officer or attorney so authorised.

g Toorat Shopsauthoritybe valid,1712mustthis–1716,formbe deposited17thof proxyFloor,attogetherHopewellthe officeswithCentre,ofanythepower183CompanyQueenof attorney’s’sHongRoadorKongEast,otherWanchai,branchauthorityshareHong(if registrar,any)Kong,undernotComputersharewhichlater itthanis signed48HonghoursorKongbeforea certifiedInvestorthe timecopyServicesofof thesuchMeetingLimitedpower or any adjourned meeting. h. Any alteration made to this form should be initialled by the person who signs the form.

• h Any alteration made to this form should be initialled by the person who signs the form.

• i 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.