Genesis Scale Holdings Limited — Proxy Solicitation & Information Statement 2006

Mar 16, 2006

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Climax International Company Limited, you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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CLIMAX INTERNATIONAL COMPANY LIMITED

(incorporated in Bermuda with limited liability)

(Stock Code: 439)

PROPOSED REORGANISATION OF SHARE CAPITAL

A notice convening a special general meeting of Climax International Company Limited to be held at Ming Room, 4th Floor, Sheraton Hong Kong Hotel & Towers, 20 Nathan Road, Tsimshatsui, Kowloon, Hong Kong on 10 April 2006 at 3:30 p.m. is set out on pages 11 to 12 of this circular. Whether or not you are able to attend the special general meeting, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar in Hong Kong, Secretaries Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the special general meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the special general meeting or any adjourned meeting should you so wish.

16 March 2006

CONTENTS

	Page
Expected timetable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Notice of Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11

– i –

EXPECTED TIMETABLE

Set out below is the expected timetable for the SGM and the Capital Reorganisation. Shareholders and investors will be informed of any change to timetable by press notice.

2006

Latest time for lodging forms of proxy for the SGM . . . . . . . . . . . . . . 3:30 p.m. on 8 April SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3:30 p.m. on 10 April Effective Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 April Announcement of results of the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 April Existing counter for trading in the Shares in board lots of 2,000 Shares closes. . . . . . . . . . . . . . . . . . . . . . . . . 9:30 a.m. on 11 April Temporary counter for trading in the Reorganised Shares in board lots of 100 Reorganised Shares (in the form of existing share certificates) opens . . . . . . . . . . . . . . . 9:30 a.m. on 11 April First day for free exchange of existing share certificates for new share certificates for the Reorganised Shares . . . . . . . . . . . . . . . . . . . . . 11 April First day of operation of odd lot trading facility . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 April Existing counter for trading in the Reorganised Shares in board lots of 8,000 Reorganised Shares (in the form of new share certificates) reopens . . . . . . . . . . . . . . . . 9:30 a.m. on 27 April Parallel trading in the Reorganised Shares (in the form of new share certificates and existing share certificates) commences. . . . . . . . . . . . . . . . . . . . . . . 9:30 a.m. on 27 April Temporary counter for trading in the Reorganised Shares in board lots of 100 Reorganised Shares (in the form of existing share certificates) closes. . . . . . . . . . . . . . . . 4:00 p.m on 22 May Parallel trading in the Reorganised Shares (in the form of new share certificates and existing share certificates) ends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m on 22 May Last day of operation of odd lot trading facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 May Last day for free exchange of existing share certificates for new share certificates for the Reorganised Shares . . . . . . . . . . . . 4:00 p.m. on 24 May

– ii –

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

“Board”	board of Directors, or a duly authorised committee of	the
	board of Directors
“Capital Reduction”	the proposed cancellation of HK$0.19 paid-up capital	for
	each Consolidated Share in issue from HK$0.20	to
	HK$0.01 each immediately after the Share Consolidation
“Capital Reorganisation”	the proposed reorganisation of the capital of	the
	Company consisting of the Share Consolidation and	the
	Capital Reduction
“CCASS”	the Central Clearing and Settlement System established
	and operated by HKSCC
“Company”	Climax International Company Limited, a company
	incorporated in Bermuda with limited liability and	the
	shares of which are listed on the main board of the Stock
	Exchange
“Consolidated Share(s)”	new share(s) of HK$0.20 each in the share capital of	the
	Company immediately following and arising from	the
	Share Consolidation
“Director(s)”	director(s) of the Company
“Effective Date”	the date on which the Capital Reorganisation becomes
	unconditional
“HKSCC”	Hong Kong Securities Clearing Company Limited
“Hong Kong”	the Hong Kong Special Administrative Region of	the
	People’s Republic of China
“Latest Practicable Date”	10 March 2006, being the latest practicable date	for
	ascertaining certain information contained in this circular
“Listing Rules”	Rules Governing the Listing of Securities on the Stock
	Exchange

– 1 –

DEFINITIONS

• “Reorganised Shares” shares of HK$0.01 each in the issued share capital of the Company following the Capital Reorganisation becoming effective

• “Rights Issue” the rights issue of 1,976,995,036 rights shares of HK$0.01 each at HK$0.01 per rights share on the basis of one rights share for every two Shares held on 1 March 2006, details of which are set out in the prospectus of the Company dated 2 March 2006

• “SGM” the special general meeting of the Company to be held at Ming Room, 4th Floor, Sheraton Hong Kong Hotel & Towers, 20 Nathan Road, Tsimshatsui, Kowloon, Hong Kong on 10 April 2006 at 3:30 p.m., or any adjournment thereof to approve the Capital Reorganisation and the change in the board lot size of the Company

• “Share(s)” share(s) of HK$0.01 each in the share capital of the Company

• “Share Consolidation” the proposed consolidation of every twenty (20) Shares in issue into one (1) Consolidated Share

• “Share Option Scheme” the share option scheme adopted by the Company on 29 August 2002

• “Shareholder(s)” holder(s) of Shares “Stock Exchange” The Stock Exchange of Hong Kong Limited “HK$” Hong Kong dollars, the lawful currency in Hong Kong

– 2 –

LETTER FROM THE BOARD

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CLIMAX INTERNATIONAL COMPANY LIMITED

(incorporated in Bermuda with limited liability)

(Stock Code: 439)

Executive Directors: Mr. KAN Shiu Cheong, Frederick (Chairman) Mr. CHAN Hoi Lam Mr. YAU Kang Lam Mr. JIANG Hai Qing

Registered office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

Independent non-executive Directors:

Mr. NG Sui Keung Professor LAI Kin Keung Mr. YUEH Yung Hsin

Head office and principal place of business: 26/F., Metropole Square 2 On Yiu Street Siu Lek Yuen, Shatin New Territories Hong Kong

16 March 2006

To the Shareholders

Dear Sir or Madam,

PROPOSED REORGANISATION OF SHARE CAPITAL

INTRODUCTION

The Company proposes to put forward for approval by the Shareholders at the SGM the Capital Reorganisation pursuant to which:

• (i) every twenty (20) Shares of par value HK$0.01 each in the issued ordinary share capital of the Company will be consolidated into one (1) Consolidated Share of par value HK$0.20;

• (ii) the paid-up capital of each Consolidated Share in issue will be cancelled to the extent of HK$0.19 on the nominal value of HK$0.20 of each Consolidated Share so as to form (after the Share Consolidation and the Capital Reduction) one Reorganised Share of par value of HK$0.01 each; and

• (iii) the credit arising from the Capital Reorganisation will be transferred to the contributed surplus account of the Company.

– 3 –

LETTER FROM THE BOARD

Upon the Capital Reorganisation becoming effective, the existing board lot of 2,000 Shares will be changed to a board lot of 8,000 Reorganised Shares.

The purpose of this circular is to provide you with details of the Capital Reorganisation, the change of board lot size and the associated trading arrangements and to set out in the notice convening the SGM at which a special resolution will be proposed to consider and, if thought fit, approve the Capital Reorganisation.

CAPITAL REORGANISATION

As at the Latest Practicable Date, there were 3,953,990,071 Shares in issue. On the basis of such issued share capital, there will be 197,699,503 Reorganised Shares in issue immediately following the Capital Reorganisation (assuming that there are no changes in the issued share capital of the Company from the Latest Practicable Date and up to the Effective Date and that the Rights Issue does not become unconditional on or before 4:00 p.m. on 22 March 2006). Assuming the Rights Issue becomes unconditional, there would be 5,930,985,107 Shares in issue immediately after completion of the Rights Issue. On the basis of such issued share capital, there will be accordingly 296,549,255 Reorganised Shares in issue immediately following the Capital Reorganisation (assuming that there are no changes in the issued share capital of the Company from the Latest Practicable Date and up to the Effective Date and assuming that the Rights Issue becomes unconditional).

As at the Latest Practicable Date, there were 176,500,000 outstanding share options of the Company under the Share Option Scheme, which confer the right to subscribe for shares in the capital of the Company.

Set out below is the composition of the authorised capital and the issued and unissued share capital of the Company before and after the Capital Reorganisation:

Assuming the Rights Issue does not become unconditional on or before 4:00 p.m. on 22 March 2006

Issued share capital Unissued share capital Authorised capital	Before the Capital Reorganisation HK$39,539,900.71 comprising of 3,953,990,071 issued Shares HK$60,460,099.29 comprising of 6,046,009,929 unissued Shares HK$100,000,000 comprising of 10,000,000,000 Shares	After the Capital Reorganisation HK$1,976,995.03 comprising of 197,699,503 issued Reorganised Shares HK$98,023,004.97 comprising of 9,802,300,497 unissued Shares
		HK$100,000,000 comprising of 10,000,000,000 Shares

– 4 –

LETTER FROM THE BOARD

Assuming the Rights Issue becomes unconditional on or before 4:00 p.m. on 22 March 2006

Issued share capital Unissued share capital Authorised capital	Before the Capital Reorganisation HK$59,309,851.07 comprising of 5,930,985,107 issued Shares HK$40,690,148.93 comprising of 4,069,014,893 unissued Shares HK$100,000,000 comprising of 10,000,000,000 Shares	After the Capital Reorganisation HK$2,965,492.55 comprising of 296,549,255 issued Reorganised Shares HK$97,034,507.45 comprising of 9,703,450,745 unissued Shares
		HK$100,000,000 comprising of 10,000,000,000 Shares

The amount of the authorised share capital of the Company before and after the Capital Reorganisation remains unchanged and is HK$100,000,000.

CONDITIONS OF THE CAPITAL REORGANISATION

The Capital Reorganisation will be conditional upon:

• (i) the passing by the Shareholders of the necessary resolution(s) at the SGM approving the Capital Reorganisation;

• (ii) compliance by the Company with the requirements of Section 46(2) of the Companies Act 1981 of Bermuda; and

• (iii) the Listing Committee of the Stock Exchange granting listing of, and permission to deal in, the Reorganised Shares arising from the Capital Reorganisation.

The Capital Reorganisation is not conditional upon the Rights Issue.

REASONS FOR THE CAPITAL REORGANISATION

Pursuant to Rule 13.64 of the Listing Rules, where the market price of the securities of the issuer approaches the extremities of HK$0.01 or HK$9,995.00, the Stock Exchange reserves the right to require the issuer either to change the trading method or to proceed with a consolidation or splitting of its securities. In order to comply with Rule 13.64 of the Listing Rules, the Company intends to put forward for approval by the Shareholders the Capital Reorganisation. The Directors believe that the Capital Reorganisation is beneficial to the Company and its Shareholders as a whole. The Capital Reduction will reduce the par value of the Consolidated Shares from HK$0.20 each to HK$0.01 each and will allow the Company a greater flexibility for the issuance of new shares in the future. As at the Latest Practicable Date, except for the Rights Issue, the Company does not presently have any plan to issue further any new shares in the Company.

– 5 –

LETTER FROM THE BOARD

The Capital Reorganisation will not in itself, alter the underlying assets, liabilities, business, operations, management or financial position of the Company or the relative interests or rights of the Shareholders, except for the payment of related expenses in connection with the Capital Reorganisation and any fractional entitlements to the Reorganised Shares arising from the Capital Reorganisation will not be issued to the Shareholders but will be aggregated and sold for the benefit of the Company. Save as disclosed, the Capital Reorganisation itself will not have any material effect on the financial position of the Group.

ODD LOTS ARRANGEMENT

In order to alleviate the difficulties arising from the existence of odd lots of the Reorganised Shares arising from the Capital Reorganisation, Tai Fook Securities Company Limited has been appointed by the Company, to act as its agent to match, on a “best effort” basis, the sale and purchase of odd lots of Reorganised Shares from the Capital Reorganisation during the period from 11 April 2006 to 22 May 2006, both days inclusive. Such arrangement is to facilitate Shareholders who wish to acquire odd lots of Reorganised Shares to make up a full board lot, or to dispose of their holdings of odd lots of Reorganised Shares. Holders of the Reorganised Shares in odd lots may, directly or through their brokers, contact Tai Fook Securities Company Limited during such period. The address of Tai Fook Securities Company Limited is 25th Floor, New World Tower, 16-18 Queen’s Road Central, Hong Kong and the contact person is Mr. Chau Kin Kei at (852) 2801 2477. Shareholders should note that successful matching of the sale and purchase of odd lots of the Reorganised Shares is not guaranteed.

FRACTIONAL REORGANISED SHARES

Any fraction of Reorganised Shares that arises from the Capital Reorganisation will be aggregated and sold (if a premium, net of expenses, can be obtained) for the benefit of the Company.

The Reorganised Shares will rank equally in all respect with each other. Holders of Reorganised Shares will receive all dividends and distributions which are declared, made or paid after the Effective Date.

BOARD LOT SIZE

Upon the Capital Reorganisation becoming effective, the existing board lot of 2,000 Shares will be changed to a board lot of 8,000 Reorganised Shares.

– 6 –

LETTER FROM THE BOARD

TRADING ARRANGEMENT AND FREE EXCHANGE OF CERTIFICATES FOR SHARES

Subject to the Capital Reorganisation becoming effective, parallel trading arrangements will be established with the Stock Exchange and the arrangements proposed for the Reorganised Shares are expected to be as follows:

• (a) With effect from 9:30 a.m. on 11 April 2006, a temporary counter for trading in the Reorganised Shares in board lots of 100 Reorganised Shares (in the form of existing blue colour share certificates) will be established and only blue colour share certificates can be traded at this counter. Each blue colour share certificate for the Shares will be valid for settlement and delivery for trading transacted at this counter on the basis of twenty (20) Shares for one new Reorganised Share. The existing counter for trading in the Shares in board lots of 2,000 Shares will be temporarily closed from 9:30 a.m. on 11 April 2006;

• (b) with effect from 9:30 a.m. on 27 April 2006, the existing counter will be reopened and will become a counter for trading in the Reorganised Shares in board lots of 8,000 Reorganised Shares in the form of new light purple share certificates. Only new light purple share certificates can be traded at this counter;

• (c) parallel trading will be permitted from 27 April 2006 to 22 May 2006, both days inclusive, at the counters mentioned in (a) and (b) above; and

• (d) the temporary counter for trading in the Reorganised Shares in board lots of 100 Reorganised Shares in the form of existing blue share certificates will be removed after 4:00 p.m. on 22 May 2006.

Subject to the Capital Reorganisation becoming effective, Shareholders may, during business hours from 11 April 2006 to 24 May 2006 (both dates inclusive), submit their existing blue certificates for the Shares to the Company’s branch registrar in Hong Kong, Secretaries Limited located at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, in exchange for new light purple certificates for the Reorganised Shares (on the basis of every twenty (20) Shares in issue for one (1) Reorganised Share) free of charge. Thereafter, existing share certificates for Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such higher amount as may from time to time be specified by the Stock Exchange) for each new certificate issued for the Reorganised Shares or each old share certificate submitted. The first day of operation of odd lot trading facility is on 11 April 2006 and the last day of operation of odd lot trading facility is on 22 May 2006 (both dates inclusive).

– 7 –

LETTER FROM THE BOARD

Dealings in the Reorganised Shares represented by existing share certificates will cease after 4:00 p.m. on 22 May 2006. Existing share certificates will only be valid for delivery and settlement in respect of dealings for the period up to 4:00 p.m. on 22 May 2006 and thereafter will not be acceptable for dealing and settlement purposes. However, existing certificates for Shares will continue to be good evidence of legal title to the shares held in the Company on the basis of twenty (20) Shares in issue for one (1) Reorganised Share and may be exchanged for certificates for Reorganised Shares at any time.

It is expected that new certificates for the Reorganised Shares will be available for collection within a period of 10 business days after the submission of the existing share certificates for the Shares to the Company’s branch share registrar in Hong Kong for exchange. Unless otherwise instructed, new share certificates will be issued in board lots of 8,000 Reorganised Shares. New share certificates for the Reorganised Shares will be light purple in colour to distinguish them from existing share certificates for the Shares which are blue in colour.

APPLICATION FOR LISTING

The Company will apply to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in the Reorganised Shares.

Subject to the granting of listing of, and permission to deal in, the Reorganised Shares on the Stock Exchange, the Reorganised Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Reorganised Shares on the Stock Exchange or such other date as may be determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

ADJUSTMENTS IN RELATION TO THE SHARE OPTIONS

The Capital Reorganisation may lead to adjustment to the subscription price and/or the number of Reorganised Shares that can be subscribed for under the Share Option Scheme upon exercises of the outstanding share options. The Company will appoint an independent financial adviser to confirm in writing that the adjustment satisfies the relevant requirements under Rule 17.03(13) of the Listing Rules and the holders of the share options will be informed of the required adjustments (if any) as soon as practicable.

– 8 –

LETTER FROM THE BOARD

PROCEDURE FOR DEMANDING A POLL

Pursuant to the bye-laws of the Company, at any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded by:

• (i) the chairman of such meeting; or

• (ii) at least three members present in person (or in the case of a member being a corporation by its duly authorised representative) or by proxy for the time being entitled to vote at the meeting; or

• (iii) a member or members present in person (or in the case of a member being a corporation by its duly authorised representative) or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or

• (iv) a member or members present in person (or in the case of a member being a corporation by its duly authorised representative) or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.

And (a) if the aggregate proxies held by the chairman of a particular meeting, and/or the Directors, account for 5% or more of the total voting rights at that meeting; and (b) if on a show of hands in respect of any resolution, the shareholders at the meeting vote in the opposite manner to that instructed in the proxies referred to in (a) above, the chairman of the meeting and/or any Director holding the proxies referred to above shall demand a poll. However, if it is apparent from the total proxies held by persons referred to in (a) above that a vote taken on a poll will not reverse the vote taken on a show of hands, then no poll shall be required.

SGM

A notice convening the SGM is set out on pages 11 to 12 of this circular.

At the SGM, a special resolution will be proposed to the Shareholders to consider and, if thought fit, approve the Capital Reorganisation.

A form of proxy for use by the Shareholders at the SGM is enclosed with this circular. To be valid, the form of proxy must be completed in accordance with the instructions printed thereon and returned, together with the power of attorney or other authority (if any) under which it is signed, or a certified copy of that power of attorney or authority, to the Company’s branch share registrar in Hong Kong, Secretaries Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the SGM or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting at the SGM in person if you so wish.

– 9 –

LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider that the Capital Reorganisation is in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the special resolution to be proposed at the SGM to approve the Capital Reorganisation.

By order of the Board of CLIMAX INTERNATIONAL COMPANY LIMITED Kan Shiu Cheong, Frederick Chairman

– 10 –

NOTICE OF SPECIAL GENERAL MEETING

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CLIMAX INTERNATIONAL COMPANY LIMITED

(incorporated in Bermuda with limited liability)

(Stock Code: 439)

NOTICE IS HEREBY GIVEN that a special general meeting of Climax International Company Limited (the “ Company ”) will be held at Ming Room, 4th Floor, Sheraton Hong Kong Hotel & Towers, 20 Nathan Road, Tsimshatsui, Kowloon, Hong Kong on Monday, 10 April 2006 at 3:30 p.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following resolution which will be proposed as a special resolution:

“ THAT:

with effect from the business day in Hong Kong immediately following the day this resolution is passed as a special resolution of the Company and conditional upon: (a) the compliance by the Company with the requirements of section 46(2) of the Companies Act 1981 of Bermuda; and (b) the Listing Committee of The Stock Exchange of Hong Kong Limited (“ Stock Exchange ”) granting the listing of, and permission to deal in, the Reorganised Shares arising from the Capital Reorganisation referred to below:

• (a) every twenty (20) Shares of par value HK$0.01 each in the issued ordinary share capital of the Company be and are hereby consolidated into one (1) Share of par value HK$0.20 each in the share capital of the Company (a “ Consolidated Share ”); and

• (b) the paid-up capital of each Consolidated Share in issue be and is hereby cancelled to the extent of HK$0.19 on the nominal value of HK$0.20 of each Consolidated Share so as to form (after the Share Consolidation and the Capital Reduction) one Share of par value of HK$0.01 each in the share capital of the Company (each a “ Reorganised Share ”); and

• (c) fractional entitlements to Reorganised Shares shall not be issued and all fractions of the Reorganised Shares to which holders of issued shares of HK$0.01 each in the share capital of the Company would otherwise be entitled shall be aggregated and sold for the benefit of the Company; and

• (d) the credit arising from the Capital Reorganisation be transferred to the contributed surplus account of the Company; and

– 11 –

NOTICE OF SPECIAL GENERAL MEETING

• (e) any one of the directors of the Company be and is hereby authorised to take any and all steps, and to do and/or procure to be done any and all such acts and things, and to approve, sign and execute any documents which in his opinion may be necessary, desirable or expedient, to implement and carry into effect this resolution.”

By order of the Board Tong Man Ching, Cherry Company Secretary

Hong Kong, 16 March 2006

Notes:

1. A form of proxy for use at the SGM is enclosed.

2. A member of the Company who is entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxies to attend and vote instead of him. A proxy needs not be a member of the Company but must attend in person to represent the member.

3. Where there are joint holders of any share, any one of such joint holder may vote, either in person 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 SGM or any adjournment thereof, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and, for this purpose, seniority shall be determined by the order in which the names stand in the register in respect of the joint holding.

4. To be valid, the form of proxy together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power of authority, must be deposited with the Company’s branch share registrar in Hong Kong, Secretaries Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time for holding the SGM or any adjournment thereof.

– 12 –