Wang On Group Limited — Proxy Solicitation & Information Statement 2009

Mar 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 Monday, 23 March 2009

I/We [(Note][1)]

of

being the registered holder(s) of [(Note][2)]

share(s) of HK$0.005 each

in the share 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 special general meeting of the Company to be held at 11/F., Two Exchange Square, Central, Hong Kong on Monday, 23 March 2009 at 4:00 p.m. or at any adjournment thereof (as the case may be) (the “ Meeting ”) for the purpose of considering and, if thought fit, passing the resolutions as 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 FOR [(Note][4)] AGAINST [(Note][4)]

• (1) To approve, ratify and confirm the agreement dated 12 February 2009 entered into between Active Day Investments Limited and Super Treasure Holdings Limited (as detailed in the Company’s circular dated 6 March 2009) and the transactions contemplated thereunder.

• (2) To approve, ratify and confirm the agreement dated 13 February 2009 entered into between Loyal Fame International Limited and Wang On Enterprises (BVI) Limited (as detailed in the Company’s circular dated 6 March 2009) and the transactions contemplated thereunder.

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 of the Company 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 the words “the chairman of the meeting, or failing him” and insert the name and address of the proxy desired in the space provided. A member of the Company who is the holder of two or more shares may appoint more than one proxy to attend and vote on his behalf at the Meeting provided that if more than one proxy is so appointed, the appointment shall specify the number of shares in respect of which each such proxy is so appointed. 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 common 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. In order to be valid, this form of proxy, together with any 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 and transfer office in Hong Kong, Tricor Tengis Limited, 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, as soon as practicable and in any event not less than 48 hours before the time for holding of the Meeting or any adjournment thereof (as the case may be).

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 needs 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