Comba Telecom Systems Holdings Limited — Proxy Solicitation & Information Statement 2011

Apr 20, 2011

==> picture [235 x 82] intentionally omitted <==

FORM OF PROXY FOR 2011 ANNUAL GENERAL MEETING

I/We [(Note 1)]

of

of [(Note 2)]

being the registered holder(s)

share(s) of HK$0.01 each in the share capital of 21 Holdings Limited (the “Company”)

HEREBY APPOINT THE CHAIRMAN OF THE MEETING or [ (Note 3)]

of

as my/our proxy to attend and vote for me/us and on my/our behalf at the annual general meeting (or any adjournment thereof) of the Company to be held at Unit 1303, 13/F, Tower 2, Lippo Centre, 89 Queensway, Admiralty, Hong Kong on 25 May 2011 at 09:30 a.m. for the purpose of considering and, if thought fit, passing, with or without modifications, the resolutions set out in the notice convening such meeting or, if no such indication is given, as my/our proxy think(s) fit.

	RESOLUTIONS	FOR (Note 4)	AGAINST(Note 4)
1.	To receive and consider the audited financial statements and the reports of the directors and the independent auditors for the year ended 31 December 2010
2.1	(a) To re-elect Mr. Chui Chi Yun, Robert as a director
	(b) To re-elect Mr. Lui Siu Tsuen, Richard as a director
2.2	To authorise the board of directors to fix the remuneration of the directors
3.	To appoint Deloitte Touche Tohmatsu as auditors of the Company and to authorise the board of directors to fix their remuneration
4.	To grant a general mandate to the directors to allot, issue and deal with additional shares of the Company
5.	To grant a general mandate to the directors to purchase shares of the Company
6.	To extend the general mandate granted to the directors to allot, issue and deal with additional shares in resolution no. 4 by the number of shares repurchased
7.	To approve the refreshment of the limit on the grant of options under the share option scheme of the Company

Dated this day of 2011 Signature(s) [(Note 5)] :

Notes:

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

• 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 capital of the Company registered in your name(s).

• If any proxy other than the Chairman is preferred, strike out “the chairman of the meeting or” here and insert the name and address of the desired proxy in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT .

• IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK THE BOX MARKED “AGAINST” . Failure to complete any or all the boxes will entitle your proxy to cast your vote at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any other resolutions properly put to the Meeting other than those referred to in the notice convening the meeting.

• 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 duly authorised in writing.

• In order 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 certified copy of such power or authority, must be deposited at the office of the branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183, Queen’s Road East, Wanchai, Hong Kong, not later than forty-eight (48) hours before the time appointed for holding the Meeting or any adjournment thereof.

• In the case of joint holders, any one of such joint holders may vote at the Meeting, either personally or by proxy, but if more than one of the joint holders are present at the Meeting personally or by proxy, that one of the said persons whose name stands first on the register of members in respect of the relevant share(s) shall alone be entitled to vote in respect thereof.

• The proxy need not be a member of the Company but must attend the Meeting in person to represent you. Completion and return of the form of proxy will not preclude you from attending and voting in present at the Meeting should you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

* for identification purpose only