Sheng Yuan Holdings Limited — Proxy Solicitation & Information Statement 2011

Feb 1, 2011

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(incorporated in Bermuda with limited liability)

(Stock Code: 851)

PROXY FORM

Form of proxy for use at the special general meeting to be held on Friday, 25 February 2011 at 9:30 a.m. (and at any adjournment thereof)

I/We [(Note][1)]

of

being the registered holder(s) of [(Note][2)] shares of HK$0.10 each (the “ Shares ”) in the share capital of Sheng Yuan Holdings Limited (the “ Company ”), HEREBY APPOINT THE CHAIRMAN OF THE MEETING or [(Note][3)] of

to act for me/us as my/our proxy to attend the special general meeting (the “ SGM ”) of the Company to be held at Plaza 4, Lower Lobby, Novotel Century Hong Kong Hotel, 238 Jaffe Road, Wanchai, Hong Kong on Friday, 25 February 2011 at 9:30 a.m. (and at any adjournment thereof). I/We hereby direct my/our proxy to vote for me/us and on my/our behalf in respect of such resolutions as set out in the notice convening the SGM as indicated herebelow or, if no such indication is given, as my/our proxy thinks fit.

RESOLUTION (Note 4)For (Note 5)Against (Note 5)To approve, ratify and confirm the sale and purchase agreement entered into between ShengYuan Financial Services Group Limited and Global Strategy International Limited on 17January 2011 in relation to the acquisition of the entire issued share capital of Kai YuanSecurities Limited by Sheng Yuan Financial Services Group Limited and approve alltransactions contemplated thereunder.

Date this day of 2011

Signature(s) [(Note][6)] :

Notes:

1. Please insert your full name and address in BLOCK CAPITAL LETTERS in the space provided.

2. Please insert the number of ordinary shares to which this proxy form relates in the space provided. If a number is inserted, this proxy form will be deemed to relate only to those shares. If none, this proxy form will be deemed to relate to all ordinary shares registered in your name (whether alone or jointly with others).

3. If any proxy other than the chairman of the SGM is preferred, strike out “THE CHAIRMAN OF THE MEETING or” and insert the name and address of the proxy desired in BLOCK CAPITAL LETTERS in the space provided. The proxy need not be a shareholder of the Company. If a proxy is attending the SGM on your behalf, such proxy shall produce his/her own identity paper.

4. The full text of the resolution appears in the notice of the SGM dated 2 February 2011.

5. If you wish to vote for a resolution, place a tick “✓” in the column marked “For”. If you wish to vote against a resolution, place a tick “✓” in the column marked “Against”. If no indication is given, the proxy will vote or abstain at his/her discretion.

6. This form of proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing or, if the appointer is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same.

7. Where there are joint holders of any Shares any one of such joint holder may vote, either in person or by proxy, in respect of such Share as if he were solely entitled thereto, but if more than one of such joint holders be present at the SGM 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 holders, and 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 the joint holding.

8. This form of proxy and (if required by the board of directors of the Company) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power of attorney, shall be delivered to the Company’s branch registrar in Hong Kong, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for holding the SGM or adjourned meeting at which the person named in this form of proxy proposes to vote.