Genesis Scale Holdings Limited — Proxy Solicitation & Information Statement 2008

Jul 29, 2008

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CLIMAX INTERNATIONAL COMPANY LIMITED

(Incorporated in Bermuda with limited liability)

(Stock code: 439)

PROXY FORM

Proxy form for use at the annual general meeting to be held at Suite 303, Festival Walk Tower, 80 Tat Chee Avenue, Kowloon Tong, Hong Kong on Friday, 29 August 2008 at 3: 00 p.m. (the ‘‘AGM’’) and at any adjournment thereof.

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 AGM (and at any adjournment thereof) for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the AGM 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 thedirectors and auditors for the year ended 31 March 2008.2.(a)To re-elect Dr. Wong Yun Kuen as independent non-executive director.(b)To re-elect Mr. Lau Man Tak as independent non-executive director.(c)To re-elect Mr. Man Kwok Leung as independent non-executive director.(d)To authorise the board of directors to fix the remuneration of thedirectors for the ensuing year.3.To re-appoint auditors and to authorise the board of directors to fix theirremuneration.	1.To receive and consider the audited financial statements and the reports of thedirectors and auditors for the year ended 31 March 2008.2.(a)To re-elect Dr. Wong Yun Kuen as independent non-executive director.(b)To re-elect Mr. Lau Man Tak as independent non-executive director.(c)To re-elect Mr. Man Kwok Leung as independent non-executive director.(d)To authorise the board of directors to fix the remuneration of thedirectors for the ensuing year.3.To re-appoint auditors and to authorise the board of directors to fix theirremuneration.	1.To receive and consider the audited financial statements and the reports of thedirectors and auditors for the year ended 31 March 2008.2.(a)To re-elect Dr. Wong Yun Kuen as independent non-executive director.(b)To re-elect Mr. Lau Man Tak as independent non-executive director.(c)To re-elect Mr. Man Kwok Leung as independent non-executive director.(d)To authorise the board of directors to fix the remuneration of thedirectors for the ensuing year.3.To re-appoint auditors and to authorise the board of directors to fix theirremuneration.	1.To receive and consider the audited financial statements and the reports of thedirectors and auditors for the year ended 31 March 2008.2.(a)To re-elect Dr. Wong Yun Kuen as independent non-executive director.(b)To re-elect Mr. Lau Man Tak as independent non-executive director.(c)To re-elect Mr. Man Kwok Leung as independent non-executive director.(d)To authorise the board of directors to fix the remuneration of thedirectors for the ensuing year.3.To re-appoint auditors and to authorise the board of directors to fix theirremuneration.	1.To receive and consider the audited financial statements and the reports of thedirectors and auditors for the year ended 31 March 2008.2.(a)To re-elect Dr. Wong Yun Kuen as independent non-executive director.(b)To re-elect Mr. Lau Man Tak as independent non-executive director.(c)To re-elect Mr. Man Kwok Leung as independent non-executive director.(d)To authorise the board of directors to fix the remuneration of thedirectors for the ensuing year.3.To re-appoint auditors and to authorise the board of directors to fix theirremuneration.
	4.	Ordinary Resolution No. 4.
	5.	Ordinary Resolution No. 5.
	6.	Ordinary Resolution No. 6.
	7.	Ordinary Resolution No. 7.

Dated this

day of ,2008

Signature[notes][5]

Notes:

1. Full name(s) and address(es) must 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 proxy form is to be related. If no number is inserted, this proxy form will be deemed to be related to all the shares 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 needs not be a member of the Company but must attend the AGM in person to represent you.

4. Please indicate with a ‘‘H’’ in the appropriate spaces provided how you wish the proxy to vote on your behalf. If the proxy form is returned duly signed, but without any indication, the proxy will vote for or against the resolutions, or will abstain, at the proxy’s discretion.

5. This proxy form must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its seal or under the hand of an officer, attorney or any person duly authorised to sign the same.

6. Where there are joint holders of any share, any one of such holders may vote at the AGM, 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 any meeting, 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.

7. To be valid, this proxy form, and (if required by the board of directors) the power of attorney or other authority (if any) under which it is signed or a certified copy of such power of attorney, must 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 for holding the AGM or any adjournment thereof.

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

9. ANY ALTERATIONS MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.