Regent Pacific Group Limited — Proxy Solicitation & Information Statement 2009

Apr 29, 2009

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REGENT PACIFIC GROUP LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 0575)

Form of Proxy for use at the Extraordinary General Meeting to be held on Friday, 12 June 2009 (“Meeting”)

I/We[(1)] ,

of

being the registered holder(s) of[(2)]

shares of US$0.01 each in the capital of Regent Pacific Group

Limited (the “ Company ”), HEREBY APPOINT[(3)] the duly appointed chairman of the Meeting or

of

or failing him/her,

of

as my/our proxy to attend and act for me/us on my/our behalf at the Extraordinary General Meeting of the Company to be held at Ballroom 2, 1st Floor, Wynn Macau[] , Rua Cidade de Sintra, Nape, Macau on Friday, 12 June 2009 at 10:30 am (and at any adjournments thereof) and at such Meeting (and at any adjournments thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as hereunder indicated and, if no such indication is given, as my/our proxy thinks fit ([] Shuttle buses of Wynn Macau will depart from the New Macau Maritime Ferry Terminal at 10:00 am and 10:15 am).

			Ordinary Resolutions		For(4)	Against(4)	Against(4)	Against(4)
	1.	To approve the Transaction (as defined in the circular issued by the Company on 29 April
		2009 (the “Circular”))
	2.	To approve the cancellation of the 6,250 Redeemable Convertible Preference Shares (or
		“RCPSs”, as defined in the Circular) and the diminishment of the Company’s authorised
		share capital by the amount of the RCPSs so cancelled
			Special Resolution
	3.	To approve the amendment to the Company’s Articles of Association

I/We also hereby authorise my/our proxy to vote for me/us on my/our behalf in respect of any other resolutions and/or amended resolutions in his/her absolute discretion at the Meeting (and at any adjournments thereof)[(5)#] .

Please delete this paragraph if not appropriate

Signature[(6)]

Dated this day of 2009

Notes:

1. Please insert full name(s) and address(es) in BLOCK CAPITALS. The names of ALL joint registered holders should be stated.

2. Please insert the number of shares of US$0.01 each in the capital of the Company registered in your name(s) to which this form of proxy relates. 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 you wish to appoint a proxy other than the chairman of the Meeting, please strike out the words “the duly appointed chairman of the Meeting or” and insert the name and address of your proxy in the space provided. A member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote in his stead. A proxy need not be a member of the Company. If no name is inserted, the chairman of the Meeting will act as your proxy.

4. Important: If you wish to vote in favour of any resolution, tick in the box marked “For”. If you wish to vote against any resolution, tick in the box marked “Against”. Failure to tick any box will entitle your proxy to cast your vote or abstain at his/her discretion.

5. Important: If you do not wish to authorise your proxy to vote for you in respect of any other resolutions and/or amended resolutions in his/her absolute discretion at the Meeting (and at any adjournments thereof), please delete this paragraph. Failure to delete the paragraph is deemed to be your consent to entitle your proxy to cast your vote or abstain at his/her discretion in respect of any other resolutions and/or amended resolutions at the Meeting (and at any adjournments thereof).

6. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must either be executed under its common seal or under the hand of an officer or attorney or other person duly authorised.

7. In the case of joint registered holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holder(s). For this purpose, seniority shall be determined by the order in which the names stand in the Register of Members of the Company in respect of such joint holding.

8. In order for it to be valid, this form of proxy, accompanied by the power of attorney (if applicable) or other authority (if any) under which it is signed or a certified copy of that power or authority, must be deposited with the Company Secretary at the Company’s principal place of business in Hong Kong at Suite 1401, Henley Building, 5 Queen’s Road Central, Hong Kong (fax number: (852) 2509 0827) not less than 48 hours before the time appointed for the Meeting or its adjourned meeting.

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