Genesis Scale Holdings Limited — Proxy Solicitation & Information Statement 2014

Jul 28, 2014

==> picture [54 x 54] intentionally omitted <==

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 21 August 2014

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 Lavender, Level 3, Three Pacific Place, 1 Queen’s Road East, Admiralty, Hong Kong on 21 August 2014 at 11:00 a.m. and at any adjournment thereof in respect of the resolution set out in the notice convening the Meeting dated 29 July 2014 (the ‘‘Notice’’) as indicated below.

	Ordinary resolutions	Ordinary resolutions	FOR(Note 4)	AGAINST(Note 4)
	1.	To approve the Redesignation Resolution as detailed in the Notice
	2.	To approve the Subscription as detailed in the Notice
	3.	To approve the Whitewash Waiver as detailed in the Notice
	4.	To approve the appointment of Dr. Liu Ruopeng as an executive Director as detailed in the Notice
	5.	To approve the appointment of Dr. Luan Lin as an executive Director as detailed in the Notice
	6.	To approve the appointment of Dr. Zhang Yangyang as an executive Director as detailed in the Notice
	7.	To approve the appointment of Mr. Ko Chun Shun, Johnson as an executive Director as detailed in the Notice
	8.	To approve the appointment of Dr. Liu Jun as an independent non-executive Director as detailed in the Notice
	9.	To approve the appointment of Dr. Wong Kai Kit as an independent non-executive Director as detailed in the Notice
	Special resolutions		FOR(Note 4)	AGAINST(Note 4)
	10.	To approve the amendments to Bye-laws as detailed in the Notice
	11.	To approve the Change of Company Name as detailed in the Notice

Signature(s)[(Note][5):] 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)representto you.attendIf andanyvoteproxyforotherhim/herthanonthehis/herChairmanbehalfofofthetheMeetingMeeting.isAdesired,proxy needstrikenotoutbethea memberwords ‘‘ofthetheChairmanCompanyofbutthemustMeetingattend’’ andthe Meetinginsert thein namepersonandto 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:TO VOTE AGAINSTIF YOUA WISHRESOLUTION,TO VOTEPLEASEFOR A RESOLUTION,TICK (‘‘H’’) IN PLEASETHE RELEVANTTICK (‘‘HBOX’’) INMARKEDTHE RELEVANT‘‘AGAINSTBOX’’. FailureMARKEDto tick‘‘FOReither’’. willIF YOUentitleWISHyour 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) Tolodgedbe valid,at thethisCompanyform of’s shareproxy registrartogether andwithtransferthe powerofficeof attorneyin Hong orKong,otherTricorauthority,Secretariesif any,Limitedunder whichat Levelit is22,signedHopewellor notariallyCentre, certified183 Queencopy’s Roadthereof,East,mustHongbe 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.