Comba Telecom Systems Holdings Limited — Proxy Solicitation & Information Statement 2006

May 2, 2006

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

FORM OF PROXY FOR ANNUAL GENERAL MEETING — 26 May 2006

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 1503-1510, 15/F., Delta House, 3 On Yiu Street, Shatin, New Territories, Hong Kong on 26 May 2006 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.

	RESOLUTIONS			FOR(note 4)	AGAINST(note 4)	AGAINST(note 4)
1.	To receive and consider the audited consolidated financial statements
	and the reports of the directors and the auditors for the year ended
	31 December 2005.
2.	To declare a final dividend for the year ended 31 December	2005.
3(I).	To re-elect Mr. Fok Tung Ling as a director and authorise the board of
	directors to fix his remuneration.
3(II).	To re-elect Mr. Wu Jiang Cheng as a director and authorise the board		of
	directors to fix his remuneration.
3(III).	To re-elect Mr. Yan Ji Ci as a director and authorise the board of directors to
	fix his remuneration.
3(IV).	To re-elect Mr. Zheng Guo Bao as a director and authorise the board of
	directors to fix his remuneration.
4.	To re-appoint Ernst & Young as auditors of the Company and authorise
	the board of directors to fix their remuneration.
5(A).	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).
5(B).	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).
5(C).	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).
6.	Special resolution no. 6 set out in the notice of the Annual General Meeting
	(to amend the Articles of Association of the Company).
Dated this day of 2006			Signature_(note 5)_:

Notes:

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

2. 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).

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

4. 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.

5. 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.

6. 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.

7. 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 1503-1510, 15/F., Delta House, 3 On Yiu Street, Shatin, 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.

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