YNBY International Limited — Proxy Solicitation & Information Statement 2008

Jul 17, 2008

ABC COMMUNICATIONS (HOLDINGS) LIMITED

(incorporated in Bermuda with limited liability)

(Stock Code: 30)

Form of proxy for use at the Special General Meeting of the Company (or at any adjournment thereof)

I/We[1]

being the registered holder(s) of[2] shares of HK$0.10 each in the capital of the Company, HEREBY APPOINT the Chairman of the Special General Meeting or[3]

of

to act as my/our proxy at the Special General Meeting of the Company to be held at Peking Room, The American Club Hong Kong, 48th Floor, Exchange Square Two, 8 Connaught Place, Central, Hong Kong on 11 August 2008 (Monday) at 10:00 a.m. and at any adjournment thereof and on a poll to vote on my/our behalf in respect of resolutions proposed under the numbered items in the Notice of Special General Meeting (the “Notice”) as directed below: -

			ORDINARY RESOLUTIONS		For4		Against4
		1. To	approve the terms and conditions and the execution	of the Disposal
		Agreement (as defined in the Notice).
		2. To	approve the payment of a special dividend of HK$0.5866 for each
		ordinary share in the capital of the Company, subject to the passing of
		Resolutions 1 and 3 and completion of the Disposal Agreement.
			SPECIAL RESOLUTION		For4		Against4
		3. To	approve the Capital Reorganisation (as defined in the Notice) of the
		Company.

Dated 2008 Signature[5]

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.

2. Please insert the number of shares of HK$0.10 each 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 Company registered in your name(s).

3. If any proxy other than the Chairman of the Special General Meeting is preferred, strike out the words “the Chairman of the Special General Meeting or” and insert the name and address of the proxy desired in the space provided. Your proxy need not be a member of the Company, but must attend the Special General Meeting in person to represent you. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY PERSON(S) WHO SIGN(S) IT.

4. IMPORTANT: IF YOU WISH TO VOTE “FOR” ANY OF THE MATTERS, TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE “AGAINST” ANY OF THE MATTERS, TICK IN THE BOX MARKED “AGAINST”. Failure to tick either box will entitle your proxy to cast your vote at his discretion. Your proxy will also be entitled to vote at his 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 in writing under your hand or of your attorney duly authorised in writing or, in case of a corporation either under its common seal or under the hand of an officer or attorney as authorised.

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, a form of proxy, together with the power of attorney or other authority, under which it is signed or a notarially certified copy of that power of attorney or authority, must be deposited at the Company’s Registrars, Computershare Hong Kong Investor Services Limited of Rooms 1806-1807, 18th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

8. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Special General Meeting if you so wish.