Wang On Group Limited — Proxy Solicitation & Information Statement 2004

Nov 5, 2004

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WANG ON GROUP LIMITED

( )[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 1222)

Form of proxy for use by shareholders at the Special General Meeting to be held on Monday, 22 November 2004

I/We[1]

of

being the registered holder(s) of[2]

share(s) of HK$0.10 each in the capital of Wang On Group Limited (the “Company”) HEREBY APPOINT[3] the Chairman of the Meeting, or failing him

of

as my/our proxy to attend and vote for me/us and on my/our behalf at the special general meeting to be held at 35th Floor, Two International Finance Centre, 8 Finance Street, Central, Hong Kong on 22 November 2004 at 9:30 a.m. (or at any adjournment thereof) (“Meeting”) and any adjournment thereof in respect of the resolutions set out in the notice convening the Meeting (“Notice”) as indicated below, and, if no such indication is given, as my/our proxy thinks fit.

	ORDINARY RESOLUTIONS	FOR4	FOR4	FOR4	AGAINST4	AGAINST4	AGAINST4
1.	To approve, confirm and ratify the conditional sale and purchase
	agreement in connection with the acquisition of interest in and
	shareholders’ loan of Dragon Richly Investment Limited.
2.	To approve, confirm and ratify the conditional sale and purchase
	agreement in connection with the acquisition of interest in and
	shareholders’ loans of Poly Talent Investment Limited and Profit
	Million Investment Limited.

Dated this

day of 2004 Signature(s)[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 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 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. 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, PLEASE TICK IN 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 convening the Meeting.

5. This form of proxy must be signed by you or your attorney duly authorized 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 authorized to sign the same.

6. To be valid, this form of proxy, together with the power of attorney (if any) 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 registrar in Hong Kong, Tengis Limited at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.

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 were 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 delivery of this form of proxy will not preclude you from attending and voting at the Meeting if you so wish and in event, the treatment appointing a proxy shall be deemed to have been revoked.

* For identification purpose only