Wang On Group Limited — Proxy Solicitation & Information Statement 2004

May 13, 2004

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WANG ON GROUP LIMITED

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(incorporated in Bermuda with limited liability)

(Stock Code: 1222)

FORM OF PROXY FOR USE BY SHAREHOLDERS AT THE SPECIAL GENERAL MEETING TO BE HELD AT 9:30 A.M. ON 4 JUNE, 2004

I/We[1]

of

being the registered holder(s) of[2] shares of HK$0.10 each in the capital of WANG ON GROUP LIMITED (the “Company”), hereby appoint[3] the Chairman of the

meeting or

of

as my/our proxy to attend and vote for me/us and on my/our behalf in the manner indicated below, or if no such indication is given then to vote as my/our proxy thinks fit, at the special general meeting of the Company to be held at 9:30 a.m. on 4 June, 2004 at 37th Floor, Citibank Tower, Citibank Plaza, 3 Garden Road, Central, Hong Kong or at any adjournment thereof for the purpose of considering and, if thought fit, passing the resolutions set out in the notice convening the said special general meeting in the Company’s circular dated 12 May, 2004.

					RESOLUTIONS		FOR4	AGAINST4	AGAINST4	AGAINST4
	1.	Ordinary		Resolution	No. 1
	2.	Ordinary		Resolution	No. 2

Dated this day of 2004 Signature of shareholders[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) to which this form of proxy relates. 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, strike out the words “the Chairman of the meeting or” and insert the name and address of the proxy desired in the space provided. If this space is not completed, 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. Please indicate by an “X” in the space provided how you wish your votes to be cast. Without such specific directions the proxy may at his/her discretion vote for or against the resolution or abstain from voting.

5. This form of proxy must be signed by the appointer or his attorney duly authorised in writing, or if such appointer is a corporation, either under its common seal or under the hand of an officer, attorney or other person authorised to sign the proxy. In the case of joint holders, this form of proxy must be signed by the member whose name stands first.

6. In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy or by authorised representative, shall be accepted to the exclusion of the vote(s) of the other joint holder(s), and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holders.

7. In order to be valid, this form of proxy, duly executed, and the power of attorney, or other authority (if any) under which it is executed or a notarially certified copy thereof, must reach the office of the Company’s Hong Kong branch share registrar, Tengis Limited, at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting or any adjournment 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 or at any adjourned meeting (as the case may be) if you so wish. In that event, this form of proxy will be deemed to have been revoked.

* For identification purpose only