Genesis Scale Holdings Limited — Proxy Solicitation & Information Statement 2010

Feb 25, 2010

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CLIMAX INTERNATIONAL COMPANY LIMITED 英 發 國 際 有 限 公 司[*]

(Incorporated in Bermuda with limited liability)

(Stock code: 439)

(the ‘‘Company’’)

PROXY FORM for use at the Special General Meeting to be held on 15 March 2010

I/We[(1)]

of

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

shares of HK$0.01 each in the

capital of the Company hereby appoint the Chairman of the Meeting, or[(3)]

as my/our proxy to attend and vote for me/us and on my/our behalf at the Special General Meeting of the Company (‘‘SGM’’) (and at any adjournment thereof) to be held at Unit A, 10/F, Wings Building, 110–116 Queen’s Road Central, Central, Hong Kong on Monday, 15 March 2010, at 11: 30 a.m. and to vote in respect of the following resolution as indicated:

ORDINARY RESOLUTION

FOR[(4)] AGAINST[(4)]

1. (a) To approve, confirm and ratify the conditional agreement (‘‘Agreement’’) dated 8 October 2009 entered into between the Company as vendor, Good Billion Holdings Limited as purchaser and Climax Investments Limited (‘‘Target Company’’) in relation to the acquisition of the entire issued share capital of the Target Company and the total indebtedness owned by the Target Company and its subsidiaries to the Company at the completion of the Agreement and the transactions contemplated thereunder; and

   • (b) to authorise any one director of the Company to execute all such documents, instruments and agreements and to do all such acts or things as he may deem necessary or desirable for or in connection with the implementation of the Agreement and all transactions and other matters contemplated thereunder or ancillary thereto, to waive compliance from and/or agree to any amendment or supplement to any of the provisions of the Agreement which in their opinion is not of a material nature and to effect or implement any other matters referred to in this resolution as more particular set out in the notice of SGM.

Dated

Signature[(5)(6)(7)(8)]

Notes:

1. Full name(s) and address(es) to be inserted in block capitals.

2. 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 Company registered in your name(s).

3. If you wish to appoint a proxy other than the Chairman of the Meeting, please strike out ‘‘the Chairman of the Meeting’’ and insert the name and address of the person you wish to appoint in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT. A proxy need not be a member of the Company.

4. IMPORTANT: If you wish to vote for any resolution, please indicate with a ‘‘H’’ in the appropriate space marked ‘‘For’’ beside the resolution. If you wish to vote against any resolution, please indicate with a ‘‘H’’ in the appropriate space marked ‘‘Against’’ beside the resolution. In the absence of any such indication, the proxy will vote for or against the resolution or will abstain at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the SGM other than those referred to in the Notice convening the SGM.

5. In the case of joint shareholders, any one of such joint holders may vote at the SGM, either in person or by proxy, in respect of such share as if he was solely entitled thereto, but if more than one of such joint holders are 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 vote(s) of other joint holder(s), and for this purpose seniority shall be determined by the order in which the names stand in the register of members and where applicable, any branch register members of the Company to be kept pursuant to the provisions of the Companies Act 1981 of Bermuda, as amended from time to time, in respect of the joint holding.

6. The form of proxy must be signed by you or your attorney duly authorised in writing. In the case of a corporation, this form must be executed under seal or under the hand of an officer or attorney duly authorised.

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 thereof must be deposited at the Company’s branch share registrar in Hong Kong at Tricor Secretaries Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for the SGM or adjourned meeting at which the person named in the form proposes to vote or, in case of a poll taken subsequently to the date of a meeting or adjourned meeting, not less than 24 hours before the time appointed for the taking of the poll and in default the form of proxy shall not be treated as valid.

8. Completion and delivery of the form of proxy will not preclude you from attending and voting at the meeting if you so wish.

• For identification purposes only