Wang On Group Limited — Proxy Solicitation & Information Statement 2009

Jun 5, 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 special general meeting to be held on Wednesday, 24 June 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 (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 meeting to be held at 40/F., Bank of China Tower, 1 Garden Road, Central, Hong Kong on Wednesday, 24 June 2009 at 3:00 p.m. (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.

		ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS		FOR(Note 4)	AGAINST _(Note _	AGAINST _(Note _	4)
(1)	To grant	a general mandate to the directors of the Company to
	allot, issue,		grant, distribute and otherwise	deal with the
	securities in the share capital of the Company
(2)	To grant	a general mandate to the Directors to		repurchase the
	shares and securities of the Company
(3)	To extend, conditional upon the passing of resolutions numbered
	(1) and (2), the nominal amount of the securities repurchased
	pursuant	to the mandate granted to the Directors under resolution
	numbered (2) to the mandate granted to the Directors under
	resolution (1)

Dated this

day of 2009 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 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.

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 notarially certified copy of such power or authority must be deposited at the Company’s branch share registrar 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 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 return of this form of proxy will not preclude you from attending and voting at the Meeting if you so wish.

• For identification purpose only