Genesis Scale Holdings Limited — Proxy Solicitation & Information Statement 2008

Oct 6, 2008

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CLIMAX INTERNATIONAL COMPANY LIMITED

(Incorporated in Bermuda with limited liability)

(Stock code: 439)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the ‘‘SGM’’) of Climax International Company Limited (the ‘‘Company’’) will be held at Suite 303, Festival Walk Tower, 80 Tat Chee Avenue, Kowloon Tong, Hong Kong on Friday, 31 October 2008 at 3: 00 p.m. for the purpose of considering and, if thought fit, passing with or without modifying the following resolutions:

SPECIAL RESOLUTION

1. ‘‘THAT with effect from 4: 30 p.m. on Friday, 31 October 2008 (Hong Kong time) (the ‘‘Effective Date’’):

2. (a) every ten (10) issued and unissued shares of HK$0.01 each in the share capital of the Company be consolidated into one (1) share of HK$0.10 each (the ‘‘Consolidated Share’’) in the share capital of the Company (the ‘‘Share Consolidation’’), and any fractional entitlements be aggregated to the then issued Consolidated Shares resulting from the Share Consolidation and the sale in the form of Consolidated Shares for the benefit of the Company in such manner and on such terms as the directors of the Company (the ‘‘Directors’’) may think fit be and are hereby approved;

3. (b) subject to and forthwith upon the Share Consolidation taking effect, (i) the issued share capital of the Company be reduced by cancelling the paid up capital to the extent of HK$0.09 on each issued Consolidated Share in the share capital of the Company on the Effective Date such that the nominal value of all the issued Consolidated Shares will be reduced from HK$0.10 to HK$0.01 each (the ‘‘Issued Capital Reduction’’) and (ii) the nominal value of all Consolidated Shares in the authorised share capital of the Company be reduced from HK$0.10 each to HK$0.01 each, resulting in the reduction of the authorised share capital of the Company from HK$100,000,000 divided into 1,000,000,000 Consolidated Shares of HK$0.10 each to HK$10,000,000 divided into 1,000,000,000 shares of HK$0.01 each (the ‘‘New Share’’) (the ‘‘Authorised Capital Reduction’’) (the Authorised Capital Reduction and the Issued Capital Reduction collectively, the ‘‘Capital Reduction’’);

4. (c) the credit amount arising from the Issued Capital Reduction be transferred to the contributed surplus account of the Company, and the Directors be authorised to utilise any credit balance in the contributed surplus account in accordance with the Bye-laws of the Company and all applicable laws (including the application of such credit balance to set off against accumulated losses of the Company); and

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• (d) the Directors be and are hereby authorised to do all things and acts and sign all documents which they consider necessary, desirable, or expedient in connection with the implementation of the Share Consolidation and the Capital Reduction (collectively, the ‘‘Capital Reorganisation’’)’’.

ORDINARY RESOLUTION

1. ‘‘THAT subject to the passing of the Special Resolution numbered 1 above and subject to and conditional upon the obligations of Kingston Securities Limited (the ‘‘Underwriter’’) under the underwriting agreement dated 8 September 2008 (the ‘‘Underwriting Agreement’’) as amended and supplemented by the supplemental agreement dated 17 September 2008 (the ‘‘Supplemental Underwriting Agreement’’) between the Company and the Underwriter (a copy of the Underwriting Agreement and the Supplemental Underwriting Agreement have been tabled at the meeting and marked ‘‘A’’ and ‘‘B’’ respectively and initialed by the chairman of the meeting for the purpose of identification) becoming unconditional:

2. (a) the terms of the Underwriting Agreement and the Supplemental Underwriting Agreement and the transactions contemplated thereunder be and are hereby confirmed, approved and/or ratified;

3. (b) the issue by way of rights of not less than 459,464,456 and not more than 478,406,632 New Shares (the ‘‘Right Shares’’) of HK$0.01 each in the share capital of the Company pursuant to an offer by way of rights to holders of Shares in the Company (the ‘‘Shareholders’’) at the subscription price of HK$0.08 per Rights Share (the ‘‘Right Issue’’) in the proportion of four (4) Right Shares for every one (1) New Shares held by the Shareholders whose names appear on the register of members of the Company on 31 October 2008 (the ‘‘Record Date’’) other than those Shareholders whose addresses as shown on the register of members of the Company are outside Hong Kong on the Record Date and whom the Directors, after making relevant enquiry, consider their exclusion from the Rights Issue to be necessary or expedient on account either of the legal restrictions under the laws of the relevant place or the requirements of the relevant regulatory body or stock exchange in that place, on and subject to the terms and conditions set out in the circular to the Shareholders dated 8 October 2008 (the ‘‘Circular’’) and on such other terms and conditions as may be determined by the Directors be and is hereby approved; and

4. (c) the Directors be and are hereby authorized to issue and allot the Rights Shares on terms as set out in the Circular and to do all such acts and things, to sign and execute all such further documents and to take such steps as the Directors may in their absolute discretion consider necessary, appropriate, desirable or expedient to give effect to or in connection with the Rights Issue, the Underwriting Agreement, the Supplemental Underwriting Agreement or any of the transactions contemplated thereunder.’’

By Order of the Board Climax International Company Limited Chan Hoi Ling Chairman

Hong Kong, 8 October 2008

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Notes:

1. Any member of the Company entitled to attend and vote at the SGM shall be entitled to appoint another person as his proxy to attend and vote on his behalf. A proxy need not be a member of the Company. A member may appoint more than one proxy to attend in his/her stead.

2. The proxy form and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power of authority shall be deposited at the Company’s branch share registrar in Hong Kong, Tricor 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 holding the SGM or any adjournment thereof. Delivery of any instrument of proxy shall not preclude a member from attending and voting in person at the SGM and in such event, the instrument of proxy shall be deemed to be revoked.

3. Where there are joint holders of any share, any one of such holders may vote at the SGM, either in person or by proxy, in respect of such Shares as if he was solely entitled thereto, but if more than one of such joint holders is present at the SGM 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 name stands first on the register of members of the Company in respect of the joint holding. Several executors or administrators of a deceased member in whose name any share stands shall for this purpose be deemed joint holders thereof.

4. The proxy form must be signed by the appointer or by his attorney duly authorised in writing or, if the appointer is a corporation, either under its seal or under the hand of an officer, attorney or other persons authorised to sign the same.

As at the date of this announcement, the Board consists of two executive directors, namely Ms. Chan Hoi Ling and Mr. Wong Hin Shek and three independent non-executive directors, namely Dr. Wong Yun Kuen, Mr. Lau Man Tak and Mr. Man Kwok Leung.

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