Wang On Group Limited — Proxy Solicitation & Information Statement 2009

Jul 27, 2009

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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 Wednesday, 26 August 2009

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 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) to be held at Garden Rooms A & B, 2/F., Hotel Nikko Hongkong, 72 Mody Road, Tsimshatsui, Kowloon, Hong Kong on Wednesday, 26 August 2009 at 12:00 noon (or at any adjournment thereof) (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.

thinks	fit.
	ORDINARY RESOLUTIONS	FOR(Note 4)	AGAINST(Note 4)
1.	To receive and consider the audited consolidated financialstatements of the Company and the reports of the directors andauditors for the year ended 31 March 2009
2.	To consider, approve and declare a final dividend of HK0.5 centper share for the year ended 31 March 2009
3.	(A)To re-elect Mr. Tang Ching Ho as an executive director
	(B)To re-elect Dr. Lee Peng Fei, Allen as an independentnon-executive director
	(C)To re-elect Mr. Siu Kam Chau as an independentnon-executive director
	(D)To authorise the board of directors to fix the directors’remuneration
4.	To re-appoint Ernst & Young as auditors of the Company andto authorise the board of directors to fix their remuneration
5.	(A)To grant a general mandate to the directors to repurchasethe securities of the Company not exceeding 10% of theissued share capital of that Company as at the date ofthe Meeting
	(B)To grant a general mandate to the directors to allot, issueand deal with the securities of the Company not exceeding20% of the issued share capital of that Company as atthe date of the Meeting
	(C)To extend, conditional upon the passing of resolutions 5(A)and 5(B), the nominal amount of the securities repurchasedpursuant to the mandate granted to the directors underresolution 5(A) to the mandate granted to the directorsunder resolution 5(B)
6.	To approve the refreshment of 10% scheme mandate limit to issueshare options under the share option scheme of the Company
	SPECIAL RESOLUTIONS
7.	(A)To amend the bye-laws of the Company
	(B)To adopt the amended and restated bye-laws in substitutionfor the existing bye-laws

2009 Signature(s) [(Note 5)] :

Dated this

day of

• For identification purpose only

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 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 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.