WH Group Limited — Proxy Solicitation & Information Statement 2007

Jul 26, 2007

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PREMIUM LAND LIMITED （上海策略置地有限公司） *

(Incorporated in Bermuda with limited liability)

(Stock Code: 164)

PROXY FORM

Form of proxy for use at the 2007 annual general meeting of Premium Land Limited (the “Company”) convened on Monday, 20th August, 2007 at 10:00 a.m. (or any adjournment thereof).

I/We (Note 1) ,

holder(s) of (Note 2) the Company HEREBY APPOINT (Note 3) of

of

being the registered shares of HK$0.01 each in the capital of

or failing him, the Chairman of the meeting, to act for me/us as my/our proxy at the annual general meeting (the “Meeting”) of the Company to be held at Unit 3411, 34/F., COSCO Tower, Grand Millennium Plaza, 183 Queen’s Road Central, Hong Kong on Monday, 20th August, 2007 at 10:00 a.m. and at any adjournment thereof and to vote for me/us and on my/our behalf in respect of such resolutions as indicated below, or if no such indication is given, as my/our proxy thinks fit (Note 4) :

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----- Start of picture text ----- ORDINARY RESOLUTIONS FOR [(4)] AGAINST [(4)]1. To adopt the audited financial statements and the reports of the Directors and auditorsfor the year ended 31st March, 2007.2. a. To re-elect Mr. Ho Chi Ho as Director;b. To re-elect Mr. Pang Haiou as Director;c. To re-elect Mr. Zuo Guang as Director;d. To authorise the board of Directors to fix the remuneration of Directors.3. To re-appoint Messrs. Ting Ho Kwan & Chan as auditors and to authorise the boardof Directors to fix their remuneration.4. To give a general mandate to the Directors to repurchase shares not exceeding 10%of the issued share capital of the Company.5. To give a general mandate to the Directors to allot, issue and deal with additionalshares not exceeding 20% of the issued share capital of the Company.6. To extend the general mandate granted to the Directors to issue shares by adding theamount of shares repurchased by the Company.7. To refresh the scheme limit under the share option scheme of the Company.----- End of picture text -----

Dated this day 2007

Signature(s)

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. Please insert the name and address of the proxy desired. 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 A RESOLUTION, PUT A TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PUT A TICK IN THE BOX MARKED “AGAINST” . Failure to do so will entitle your proxy to cast his vote at his discretion. Your proxy will also be entitled to vote at his discretion on any amendment to the resolutions referred to in the notice convening the Meeting which has been properly put to 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 under its common seal or the hand of an officer duly authorised on its behalf.

6. In the case of joint holders, the vote of the senior who tenders a vote whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s), and for this purpose seniority will be determined by the order in which the names stand in the Register of Members.

7. 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 certified copy of such power or authority, must be deposited at the office of the Company’s Branch Registrars in Hong Kong, Secretaries Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong not later than 48 hours before the time appointed for holding of the Meeting or the adjourned meeting, as the case may be.

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 the 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.

* For identification purpose only