Genesis Scale Holdings Limited — Proxy Solicitation & Information Statement 2005

Jul 4, 2005

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CLIMAX INTERNATIONAL COMPANY LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 439)

PROXY FORM

Form of proxy for use at the annual general meeting to be held at Ming Room, 4th Floor, Sheraton Hong Kong Hotel & Towers, 20 Nathan Road, Tsimshatsui, Kowloon, Hong Kong on Friday, 29th July, 2005 at 3:30 p.m. and at any adjournment thereof (the “Annual General Meeting”).

I/We [note 1]

of

being the registered holder(s) of [note 2]

shares of HK$0.01 each in the capital of

Climax International Company Limited (the “Company”) HEREBY APPOINT [note 3]

of

or failing him, the Chairman of the meeting as my/our proxy to act for me/us at the Annual General Meeting for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the Annual General Meeting and at such meeting (or at any adjournment thereof) to vote for me/us and on my/our behalf in respect of the resolutions as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit [note 4] .

	For	Against
1. To receive and consider the audited financial statements and the reports of the directors and auditors for theyear ended 31st March,2005.
2. (a) To re-elect Professor Lai Kin Keungas director.
(b) To authorise the board of directors to fix the remuneration of the directors for the ensuing year.
3. To re-appoint auditors and to authorise the board of directors to fix their remuneration.
4. OrdinaryResolution No. 4.
5. OrdinaryResolution No. 5.
6. OrdinaryResolution No. 6.
7. Special Resolution No. 7.

Dated this day of , 2005 Signature [note 5] :

Notes:

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

2. Please insert the number of shares in the capital of the Company registered in your name(s) to which this form of proxy is to relate. 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. 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. Any alteration made to this form of proxy must be initialled by the person(s) who signs it.

4. Please indicate with a “ ” in the appropriate space beside each of the resolutions how you wish the proxy to vote on your behalf on a poll. If the form is returned duly signed, but without any indication, the proxy will vote for or against the resolution, or will abstain, at his discretion.

5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer or attorney duly 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 holders. For this purpose seniority is determined by the order in which the names stand in the Register of Members in respect of the joint holders.

7. 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 Hong Kong branch share registrars, Secretaries Limited, at Ground Floor, BEA Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not less than 48 hours before the time for holding the meeting or adjourned meeting.

8. A 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 form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so wish.