YGM Trading Limited — Proxy Solicitation & Information Statement 2006

Jul 31, 2006

YGM TRADING LIMITED

(incorporated in Hong Kong with limited liability)

(Stock Code: 375)

PROXY FORM FOR USE AT THE ANNUAL GENERAL MEETING

I/We (note 1) .............................................................................................................................................................................................. of ................................................................................................................................................................................................................ being the registered holder(s) of (note 2) .................................................................................................................................................. shares of HK$0.50 each in the share capital of YGM Trading Limited (the “ Company ”), HEREBY APPOINT the Chairman of the Meeting or (note 3) .................................................................................................................................................................................... of ................................................................................................................................................................................................................

as my/our proxy to act for me/us at the Annual General Meeting (the “ Meeting ”) of the Company to be held at 12:15p.m. on Tuesday, 19 September 2006 at Yau Yat Chuen Garden City Club, 7 Cassia Road, Yau Yat Chuen, Kowloon, Hong Kong (or at any adjournment thereof) for the purposes of considering and, if thought fit, passing the resolutions as set out in the notice convening the Meeting and to vote for me/us and in my/our name(s) at the Meeting (or at any adjournment thereof) in respect of the resolutions as indicated herebelow or, if no such indication is given, as my/our proxy thinks fit.

	AS ORDINARY RESOLUTIONS	FOR(note 4)	AGAINST(note 4)
1.	To receive and consider the audited consolidated financial statements and the reports of the directors of the Company and the auditors of the Company for the year ended 31 March 2006.
2.	To approve and declare a final dividend for theyear ended 31 March 2006.
3.	a. (i) To re-elect Madam Chan Suk Ling, Shirleyas director.
	(ii) To re-elect Mr. Fu SingYam,William as director.
	(iii)To re-elect Mr. Chan WingKee as director.
	(iv)To re-elect Mr. WongLam as independent non-executive director.
	b. To authorise the board of directors to fix the remuneration of directors and to fix the remuneration of anycommittees of directors.
4.	To re-appoint KPMG as the auditors of the Company and to authorise the board of directors to fix the remuneration of the auditors.
5(A)	To grant a general mandate to the board of directors to repurchase the Company’s own shares.
5(B)	To grant a general mandate to the board of directors to allot, issue and deal with the share of the Company.
5(C)	To extend, conditional upon the passing of resolutions 5(A) and 5(B), the nominal amount of shares repurchased under resolution 5(A) to the mandate granted to the board of Directors under resolution 5(B).
5(D)	To authorise the Directors to grant further options under the share option scheme of the Company adopted on 23 September 2004, in terms as set out under resolution 5(D).

Dated this ................................... day of.................................. 2006 Signature(s) .......................................................................

Notes:

1. Please insert your full name and address in BLOCK CAPITAL LETTERS in the space provided. The name of all joint registered holders should be stated.

2. Please insert the number of ordinary shares of the Company to which this proxy form relates in the space provided. If a number is inserted, this proxy form will be deemed to relate only to those shares. If not, this proxy form will be deemed to relate to all ordinary shares of the Company registered in your name (whether alone or jointly with others).

3. If any proxy other than the Chairman of the Meeting is preferred, delete the words “the Chairman of the Meeting” and insert the name and address of the proxy desired in BLOCK CAPITALS LETTERS in the space provided. The proxy need not be a member of the Company. If a proxy is attending the Meeting on your behalf, such proxy shall produce his/her own identity paper.

4. If you wish to vote for a resolution, place a tick “ ” in the column marked “For”. If you wish to vote against a resolution, place a tick “ ” in the column marked “Against”. If no indication is given, the proxy will vote or abstain at his/her discretion.

5. Corporations must execute this proxy form under common seal or by an attorney or a duly authorized officer. If a legal representative is appointed to attend the Meeting, such legal representative shall produce his/her own identity paper and a certified true copy of the resolution of the board of directors or other governing body of the corporation appointing the legal representative. Any alteration made to the proxy form must be initalled by the person who signs it.

6. If this proxy form is signed by a person under a power of attorney or any other authority (if any) on your behalf, a certified copy of that power of attorney or other authority must be deposited with the registered office of the Company at 22 Tai Yau Street, San Po Kong, Kowloon, Hong Kong.

7. In order to be valid, this proxy form together with any power of attorney or other authority under which it is signed must be lodged with the registered office of the Company at 22 Tai Yau Street, San Po Kong, Kowloon, Hong Kong by no later than 48 hours before the time appointed for holding the Meeting.

8. Completion and return of this proxy form shall not preclude you from attending and voting in person at the Meeting should you so wish.

9. In the case of joint holders, the vote of the senior who tenders a vote, whether present in person or by proxy, will 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 holding.