Sunny Optical Technology (Group) Company Limited — Proxy Solicitation & Information Statement 2006

Apr 10, 2006

of

==> picture [362 x 53] intentionally omitted <==

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 1044)

Form of proxy for 2006 annual general meeting (or any adjournment thereof)

I/We[1]

being the registered holder(s) of[2]

shares of HK$0.10 each in the capital of abovenamed company (the ‘‘Company’’) HEREBY APPOINT[3] the Chairman of the meeting, or

of

as my/our proxy to attend and vote for me/us and vote on my/our behalf at the said meeting of the Company to be held at Salons 1–2, Level 3, J.W. Marriott Hotel, Pacific Place, 88 Queensway, Hong Kong on 8 May 2006 (Monday) at 10: 00 a.m. (or at any adjournment thereof) in respect of the resolutions set out in the notice convening the said meeting as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit.

adjournment thereof) in respect of the resolutions set out in the notice convening the said such indication is given, as my/our proxy thinks fit.	meeting as hereunder	indicated, and, if no
	FOR4	AGAINST4
1. To receive and consider the audited consolidated accounts and the reports of the directors and auditors for the year ended 31 December 2005
2. To declare a final dividend for the year ended 31 December 2005
3. (i) To re-elect Mr. Xu Da Zuo as a director (ii) To re-elect Mr. Zhang Shi Pao as a director (iii) To re-elect Mr. Chu Cheng Chung as a director (iv) To authorise the board of directors to fix the remuneration of the directors	(i)	(i)
	(ii)	(ii)
	(iii)	(iii)
	(iv)	(iv)
4. To re-appoint auditors and to authorise the board of directors to fix their remuneration
5. To grant a general mandate to the board of directors to allot and issue shares
6. To grant a general mandate to the board of directors to exercise all powers of the Company to purchase its own securities
7. To extend the general mandate granted to the board of directors pursuant to Resolution No. 5 above by an amount representing the aggregate nominal amount of shares in the capital of the Company purchased by the Company pursuant to the general mandate granted pursuant to Resolution No. 6 above
8. To amend Articles of Association

Signature(s)[5] :

Date:

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS. The names of all joint registered holders should be stated.

2. Please insert 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).

3. If any proxy other than the Chairman of the meeting is preferred, delete the words ‘‘the Chairman of the meeting, or’’ and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK THE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK IN THE BOX MARKED ‘‘AGAINST’’. Failure to tick a box will entitle your proxy to cast your 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. 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.

6. 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 such power or authority must be deposited at the Company’s share registrars, Abacus Share Registrars Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong, not less than 48 hours before the time appointed for holding the said meeting.

7. Where there are joint registered holders of any share, any one of such persons may vote at the meeting, either personally 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 meeting, personally or by proxy, that one of the said persons, so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.

8. A member entitled to attend and vote at the meeting may appoint one or more proxies (who must be an individual or individuals) to attend and vote in his stead. The proxy need not be a member of the Company but must attend the meeting in person to represent you.

9. Completion and delivery of this form of proxy will not preclude you from attending and voting at the meeting and any adjournment thereof if you wish.

10. For identification purpose only