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Value Partners Group Limited Proxy Solicitation & Information Statement 2008

Jul 28, 2008

49476_rns_2008-07-28_2d63dfdf-6c88-45a0-b88c-3907e44b80e5.pdf

Proxy Solicitation & Information Statement

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==> picture [112 x 125] intentionally omitted <==

(Incorporated in Bermuda with limited liability) (Stock Code: 403)

Proxy Form for 2008 Annual General Meeting to be held on 28th August, 2008

I/We[(1)]

of

being the registered holder(s) of

share(s)[(2)] of

HK$0.10 each in the capital of Starlite Holdings Limited (the ‘‘Company’’) HEREBY APPOINT[(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 2008 Annual General Meeting of the Company to be held at The Kowloon Club, Chairman’s Room, 16/F, East Wing, New World Office Building, 24 Salisbury Road, Tsimshatsui, Kowloon, Hong Kong on Thursday, 28th August, 2008 at 4: 00 p.m. in respect of the resolutions set out in the notice convening the said meeting as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit.

Ordinary resolutions For Against
1. To receive and adopt the audited accounts and the Reports of the Directors and the Auditors
for the year ended 31st March, 2008.
2a. To re-elect Mr. Lam Kwong Yu as a Director.
2b. To re-elect Ms. Yeung Chui as a Director.
2c. To re-elect Mr. Tai Tzu Shi, Angus as a Director.
2d. To re-elect Mr. Cheung Chi Shing, Charles as a Director.
2e. To re-elect Mr. Chan Yue Kwong, Michael as a Director.
2f. To re-elect Mr. Kwok Lam-Kwong, Larry, BBS, JP as a Director.
2g. To re-elect Mr. Tam King Ching, Kenny as a Director.
2h. To re-elect Mr. Lim Pheck Wan, Richard as a Director.
2i. To authorise the Board of Directors to fix the remuneration of directors.
3. To re-appoint Messrs. PricewaterhouseCoopers, as Auditors of the Company and authorise
the Board of Directors to fix their remuneration.
4. To declare a final dividend for the year ended 31st March, 2008.
5a. To give a general mandate to the Directors to allot, issue and deal with additional shares of the
Company.
5b. To give a general mandate to the Directors to repurchase shares in the capital of the Company.
5c. To extend the general mandate granted to the Directors to allot, issue and deal with shares by
the number of shares repurchased.

Dated this day of, 2008

Signature(s)[(6)]

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 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’’ and insert the name and address of the proxy desired in the space provided. 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 ANY RESOLUTION, TICK THE BOX MARKED ‘‘FOR’’, IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK THE BOX MARKED ‘‘AGAINST’’. Failure to tick a 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 the notice convening the meeting.

  5. 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 head office and principal place of business in Hong Kong at 3rd Floor, Perfect Industrial Building, 31 Tai Yau Street, Sanpokong, Kowloon, Hong Kong not less than 48 hours before the time appointed for holding the said meeting or adjourned meeting.

  6. This form of proxy must be signed by you or your attorney, duly authorised in writing or, in the case of a corporation, must either be executed under its common seal or under the hand of an officer or attorney or other person duly authorised.

  7. Where there are joint registered holders of any share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such shares as if he was 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 to present whose name stands first on the register of members in respect of such shares 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 the proxy form will not preclude you from attending and voting at the meeting or any adjourned meeting if you so wish and, in such event, this proxy form shall be deemed to be revoked.

  10. For identification purpose only