Success Universe Group Limited — Proxy Solicitation & Information Statement 2008

Jul 4, 2008

TERN PROPERTIES COMPANY LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock code: 277)

Form of proxy for use at the Annual General Meeting (or at any adjournment thereof) to be held at 12:00 noon on Friday, 8 August 2008

I/We[1]

of being the registered holder(s) of[2] HEREBY APPOINT[3&4] of

shares of HK$0.50 each in the capital of the Company,

or failing him[3&4] 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 said Company to be held in the conference room of Woo, Kwan, Lee & Lo, 25th Floor, Jardine House, 1 Connaught Place, Central, Hong Kong on Friday, 8 August 2008 at 12:00 noon 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.

1.	To receive and consider the audited Financial Statements, the Directors’ Reportand the Independent Auditors’ Report for the year ended 31 March 2008.
2.	To declare a final dividend.
3.	(a)To re-elect Mr. Chan Kwok Wai as Director.
	(b)To re-elect Mr. Tse Lai Han, Henry as Director.
	(c)To re-elect Mr. Leung Kui King, Donald as Director.
	(d)To fix the Directors’ fees.
4.	To re-appoint Auditors and authorise the Directors to fix their remuneration.
5.	To give a general mandate to the Directors to repurchase shares of theCompany.
6.	To give a general mandate to the Directors to issue shares of the Company.
7.

Date:

Signature[6] :

Notes:

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

2. Please insert the number of shares of HK$0.50 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. A member of the Company entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him. A proxy need not be a member of the Company.

4. 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.

5. 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.

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 be either under its common seal or under the hand of an officer or attorney duly authorised.

7. If more than one of the joint holders are 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.

8. 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 at 26th Floor, Tern Centre, Tower I, 237 Queen’s Road Central, Hong Kong not less than 48 hours before the time appointed for holding the meeting or adjourned meeting.

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