Wang On Group Limited — AGM Information 2012

Jul 16, 2012

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WANG ON GROUP LIMITED （ 宏安 集 團 有 限 公 司 ）[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 1222)

Form of proxy for use by shareholders at the Annual General Meeting to be held on Tuesday, 21 August 2012

I/We[(Note][1)] of being the registered holder(s) of[(Note][2)] share(s) of HK$0.01 each in the capital of Wang On Group Limited (宏安集團有限公司)[*] (the ‘‘Company’’) HEREBY APPOINT[(Note][3)] the chairman of the meeting, or failing him

share(s) of HK$0.01 each in the

of

as my/our proxy to attend and vote for me/us and on my/our behalf at the annual general meeting (and any adjournment thereof) (as the case may be) to be held at Garden Rooms A & B, 2/F., Hotel Nikko Hongkong, 72 Mody Road, Tsimshatsui, Kowloon, Hong Kong on Tuesday, 21 August 2012 at 12:00 noon (the ‘‘Meeting’’) in respect of the resolutions set out in the notice convening the Meeting (the ‘‘Notice’’) as indicated below, and, if no such indication is given, as my/our proxy thinks fit.

	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS			AGAINST(Note 4)	AGAINST(Note 4)	AGAINST(Note 4)	AGAINST(Note 4)
		ORDINARY RESOLUTIONS							FOR(Note 4)		AGAINST(Note 4)
		1.	To receive, consider and adopt the audited consolidated financial statements and the reports ofthe directors and auditors of the Company for the year ended 31 March 2012
		2.	To consider, approve and declare a final dividend of HK0.5 cents per share for the year ended
			31 March 2012
		3.	(A)To re-elect Ms. Y	au Yuk Yin as	an executive dire	ctor
			(B)To re-elect Dr. L	ee Peng Fei, A	llen as an indepen	dent non-executi	ve director
			(C)To re-elect Mr. S	u Yim Kwan,	Sidney as an inde	pendent non-exe	cutive director
			(D)Toauthorisethe	boardofdirect	orstofixthedire	tors’remunerati	on
		4.	To re-appoint Ernst &	Young as au	ditors of the Co	mpany and to a	uthorise the boa	rd of
			directors to fix their re	muneration
		5.	(A)To grant a generanot exceeding 10	l mandate to t% of the issu	he directors to reped share capital o	urchase the secuf the Company	rities of the Com as at the date o	panyf the
			Meeting
			(B)To grant a general mandate to the directors to allot, issue and deal with the securities ofthe Company not exceeding 20% of the issued share capital of the Company as at thedate of the Meeting
			(C)To extend, conditional upon the passing of resolutions 5(A) and 5(B), the nominalamount of the securities repurchased pursuant to the mandate granted to the directorsunder resolution 5(A) to the mandate granted to the directors under resolution 5(B)
		6.	To approve the adoption of new share option scheme
		SPECIAL RESOLUTIONS
		7.	(A)To amend the bye-laws of the Company
			(B)To adopt the amended and restated bye-laws in substitution for the existing bye-laws

Dated this day of 2012

Signature(s)[(Note][5)] :

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 the number of share(s) registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the share(s) 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 words ‘‘the chairman of the meeting, or failing him’’ and insert the name and address of the proxy desired in the space provided. If no name is inserted, the chairman of the meeting will act as your proxy.

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK THE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK THE BOX MARKED ‘‘AGAINST’’. Failure to tick a box will entitle your proxy to cast your vote at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those referred to in the Notice.

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 be either executed under its seal or under the hand of any officer or attorney or other person duly authorised to sign the same. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

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 certified copy of such power or authority must be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not later than 48 hours before the time appointed for holding the Meeting.

7. Where there are joint registered holders of any share(s) of the Company, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such share(s) as if he/she was solely entitled thereto, but if more than one of such 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 of members in respect of such share(s) shall alone be entitled to vote in respect thereof.

8. The proxy need not be a member of the Company but must attend the Meeting in person to represent you. 9. Completion and return of this form of proxy will not preclude you from attending and voting at the Meeting if you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

• For identification purpose only