Comba Telecom Systems Holdings Limited — AGM Information 2008

Apr 28, 2008

COMBA TELECOM SYSTEMS HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability) Stock Code: 2342

FORM OF PROXY FOR ANNUAL GENERAL MEETING – 23 May 2008

I/We (note 1)

of

being the registered holder(s) of (note 2) shares of HK$0.10 each in the capital of COMBA TELECOM SYSTEMS HOLDINGS LIMITED (the “Company”), HEREBY APPOINT (note 3) of

or failing him, the Chairman of the meeting as

my/our proxy to attend the Annual General Meeting of the Company to be held at 611 East Wing, No. 8 Science Park West Avenue, Hong Kong Science Park, Tai Po, Hong Kong on 23 May 2008 at 10 a.m. and at any adjournment thereof, to vote for me/us as hereunder indicated, or if no such indication is given, as my/our proxy thinks fit.

thinks fit.	thinks fit.
RESOLUTIONS		FOR (note 4)		AGAINST (note 4)
1.	To receive and consider the audited consolidated financial statements and the reports ofthe directors and the auditors for the year ended 31 December 2007.
2.	To declare a final dividend for the year ended 31 December 2007.
3(I).3(II).3(III).	To re-elect Mr. Fok Tung Ling as a director and authorise the board of directors to fixhis remuneration.
	To re-elect Mr. Wu Jiang Cheng as a director and authorise the board of directors to fixhis remuneration.
	To re-elect Mr. Yeung Pui Sang, Simon as a director and authorise the board ofdirectors to fix his remuneration.
4.	To re-appoint Ernst & Young as auditors of the Company and authorise the board ofdirectors to fix their remuneration.
5(A).5(B).5(C).	Ordinary resolution no. 5(A) set out in the notice of the Annual General Meeting(to give a general mandate to the directors to issue shares in the Company).
	Ordinary resolution no. 5(B) set out in the notice of the Annual General Meeting(to give a general mandate to the directors to repurchase shares in the Company).
	Ordinary resolution no. 5(C) set out in the notice of the Annual General Meeting(to extend the general mandate to the directors to issue shares in the Company).
Dated thisday of2008Signature_(note 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 capital of the Company registered in your name(s).

1. 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. A proxy need not be a member of the Company but must attend the meeting in person to represent you.

2. IMPORTANT: If you wish to vote for any resolution, tick in the appropriate box marked “For”. If you wish to vote against any resolution, tick in the appropriate box marked “Against”. Failure to tick a box will entitle your proxy to cast your vote in respect of such resolution 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 above.

3. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same.

4. In the case of joint holders of any share, any one of such holders may vote at the meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at the meeting personally or by proxy, the holder whose name stands first in the register of members of the Company shall alone be entitled to vote in respect of that share.

5. To be valid, this form of proxy and the power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, must be deposited at the Company’s principal place of business in Hong Kong at 611 East Wing, No. 8 Science Park West Avenue, Hong Kong Science Park, Tai Po, New Territories, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjourned meeting. Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

6. Any alteration made to this form of proxy must be initialled by the person who signs it.