Tianjin TEDA Biomedical Engineering Company Limited — Proxy Solicitation & Information Statement 2011

Apr 19, 2011

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(Incorporated in the Cayman Islands with limited liability) (Stock Code: 2371)

PROXY FORM FOR ANNUAL GENERAL MEETING

I/We,[(1)]

of

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

shares of HK$0.10 each in

the capital of China Oriental Culture Group Limited (the “Company”), hereby appoint[(3)] the Chairman of the Meeting (as defined below) or

of

to act as my/our proxy to attend and in the event of a poll vote for me/us and on my/our behalf at the annual general meeting of the Company to be held at Suites 06-12, 33/F., Shui On Centre, Nos. 6-8 Harbour Road, Wanchai, Hong Kong, on Friday, 27 May 2011 at 11:00 a.m. and at any adjournment thereof (the “Meeting”) on the undermentioned resolutions as indicated or, if no such indication is given, as my/our proxy or proxies think(s) fit.

ORDINARY RESOLUTIONS	For(4)	Against(4)
1. To receive and consider the audited consolidated financial statements and reports of the directors and auditors of the Company for the year ended 31 December 2010.
2. (i) To re-elect Ms. So Wai Lam as Executive Director.
(ii) To re-elect Mr. Tin Ka Pak as Executive Director.
(iii) To re-elect Mr. Li Qing as Executive Director.
(iv) To re-elect Mr. Zhao Yong as Independent Non-executive Director.
(v) To authorise the board of directors to fix the directors’ remuneration.
3. To re-appoint SHINEWING (HK) CPA Limited as the Company’s auditors and authorise the board of directors to fix their remuneration.
4. To grant a general mandate to the directors of the Company to allot and issue additional shares of the Company.
5. To grant a general mandate to the directors of the Company to repurchase issued shares of the Company.
6. Conditional on the passing of resolutions no. 4 and no. 5 to extend the general mandate granted by resolution no. 4 by adding thereto the shares repurchased pursuant to the general mandate granted by resolution no. 5.
7. To approve the “refreshing” of the 10% scheme limit on the number of shares which may be allotted and issued upon exercise of the options to be granted under the Share Option Scheme adopted pursuant to an ordinary resolution passed on 31 October 2004.

Dated this

day of 2011

Signature[(5)]

Notes:

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

2. Please insert the number of shares registered in your name(s). If a number is inserted, this form of proxy will be deemed to relate only to those shares. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).

3. If any proxy other than the Chairman is preferred, delete the words “the Chairman of the Meeting” 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(s) who sign(s) it.

4. Please indicate with a “ ” in the appropriate space beside each of the resolutions how you wish the proxy to vote on your behalf on a poll. If this form is returned and duly signed, but without any indication, the proxy will vote for or against the resolution or will abstain 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, if the appointor is a corporation, must be either under its seal or under the hand of an officer, attorney or other person authorised to sign the same.

6. In the case of joint holders, the vote of the senior who tenders a vote whether in person or by proxy will be accepted to the exclusion of the votes of the other joint holders. For this purpose seniority is determined by the order in which the names stand in the Register of Members of the Company in respect of the joint holding.

7. To be valid, this form of proxy together with any 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 delivered to the principal place of business of the Company at Suites 1205-1207, 12th Floor, Dah Sing Financial Centre, 108 Gloucester Road, Wanchai, Hong Kong, not less than 48 hours before the time for holding the Meeting or any adjourned Meeting.

8. A proxy need not be a shareholder of the Company but must attend the Meeting in person to represent you.

9. Completion and deposit of the proxy form will not preclude you from attending and voting at the Meeting if you wish.