Genesis Scale Holdings Limited — Proxy Solicitation & Information Statement 2012

Mar 5, 2012

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CLIMAX INTERNATIONAL COMPANY LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 439)

Form of Proxy for use at the Special General Meeting to be held on Wednesday, 28 March 2012 at 11:00 a.m.

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 the Chairman of the Meeting[(Note][3)] or of as my/our proxy to attend and vote for me/us and on my/our behalf at the Special General Meeting of the Company (the ‘‘Meeting’’) to be held at 3/F, Nexxus Building, 77 Des Voeux Road Central, Hong Kong on Wednesday, 28 March 2012 at 11:00 a.m. and at any adjournment thereof in respect of the resolutions set out in the notice convening the Meeting (the ‘‘Notice’’) as indicated below.

• SPECIAL RESOLUTION FOR[(Note][4)] AGAINST[(Note][4)]

• 1. To approve the Capital Reorganisation (Special Resolution No. 1 as set out in the Notice) ORDINARY RESOLUTIONS
• 1. To approve, ratify and confirm the conditional agreement dated 20 January 2011 (as supplemented by the supplemental agreements dated 30 September 2011 and 29 February 2012) entered into between Sky Will Printing & Packaging (BVI) Limited as vendor and the Company as purchaser in relation to, among other matters, the acquisition of the entire issued share capital of Sky Will Printing & Packaging (Holdings) Limited and the transactions contemplated thereunder, including but not limited to the issue and allotment of the consideration shares (Ordinary Resolution No. 2 as set out in the Notice)
• 1. To approve, ratify and confirm the conditional agreement dated 29 February 2012 entered into between the Company as issuer and World Treasure Global Limited as subscriber in relation to the subscription of 450,000,000 new adjusted shares in the share capital of the Company at the subscription price of HK$0.10 per Subscription Share and the transactions contemplated thereunder (Ordinary Resolution No. 3 as set out in the Notice)
• 1. To approve the Open Offer (Ordinary Resolution No. 4 as set out in the Notice) 5. To approve the Whitewash Waiver (Ordinary Resolution No. 5 as set out in the Notice) 6. To approve the issue of the Bonus Shares (Ordinary Resolution No. 6 as set out in the Notice) 7. To approve, ratify and confirm the Master Agreement, the relevant annual caps and the transactions contemplated under the Master Agreement (Ordinary Resolution No. 7 as set out in the Notice)

[5)] Signature(s)[(Note] :

Dated:

Notes:

• (1) Full name(s) and address(es) to be inserted in BLOCK CAPITALS as set out in the register of members of the Company. The names of all joint registered holders should be stated.

• (2) Please insert the number of shares registered in your name(s) and to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

• (3) Every member of the Company entitled to attend and vote at the Meeting is entitled to appoint more than one proxy (if a member who is holder of two or more shares) to attend and vote for him/her on his/her behalf of the Meeting. A proxy need not be a member of the Company but must attend the Meeting in person to represent you. If any proxy other than the Chairman of the Meeting is desired, strike out the words ‘‘the Chairman of the Meeting’’ and insert the name and address of the proxy desired in the space provided. 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 who signs it.

• (4) IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK (‘‘P’’) IN THE RELEVANT BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK (‘‘P’’) IN THE RELEVANT BOX MARKED ‘‘AGAINST’’. Failure to tick either will entitle your proxy to cast his/her votes at his/her discretion or abstain as he/she thinks fit. Your proxy will also be entitled to vote at his/her discretion or abstain on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

• (5) This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, this form of proxy must either be executed under its common seal or under the hand of an officer or attorney duly authorised.

• (6) In the case of joint registered holders of any share, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such share(s) as if he/she were solely entitled thereto; but if more than one of such joint holders are present at the Meeting, either personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share(s), shall alone be entitled to vote in respect thereof.

• (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 notarially certified copy thereof, must be lodged at the Company’s share registrar and transfer office 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 Meeting or any adjourned meeting (as the case may be).

• (8) Completion and return of this form of proxy will not preclude you from attending and voting at the Meeting in person if you so wish. In such event, this form of proxy will be deemed to have been revoked.

• (9) The Company reserves the right to treat any proxy form which has been incorrectly completed in same manner which (as its absolute discretion) is not material as being valid.