Jolimark Holdings Limited — Proxy Solicitation & Information Statement 2006

Aug 28, 2006

JOLIMARK HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(stock code: 2028)

Proxy Form for the Extraordinary General Meeting to be Held on 8 September 2006

I/We, (Note 1)

of

being the registered holder(s) of (Note 2)

share(s) of HK$0.01

each in the capital of Jolimark Holdings Limited (the ‘‘Company’’), HEREBY APPOINT (Note 3)

of

or failing him/her, the chairman of the meeting as my/our proxy to act for me/us at the extraordinary general meeting (the ‘‘Meeting’’) (or at any adjournment thereof) of the said Company to be held at Rm 3701, Tower II, Lippo Centre, 89 Queensway, Admiralty, Hong Kong on 8 September 2006 at 11: 00 a.m. for the purpose of considering and, if thought fit, passing with or without amendment, the resolutions set out in the notice convening the Meeting (the ‘‘Notice’’) and at the Meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of such resolutions as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit.

							gainst (Note 4)
	Ordinary Resolution	(Note 8)		F	or (Note 4)	A	gainst (Note 4)
(1)To approve, Notice);	confirm and ratify the S&	P agreement (as d	efined in the
(2)Conditional upon the independent shareholders of the Companyapproving resolution (1) and the Listing Committee of The StockExchange of Hong Kong Limited granting the listing of, andpermission to deal in, the Consideration Shares (as defined in thecircular of the Company dated 21 August 2006), to approve the issueof the Consideration Shares to Kytronics Holdings Limited underspecial mandate as partial consideration for the S&P Agreement.	upon the independent solution (1) and the Lis Hong Kong Limited deal in, the Considerae Company dated 21 Aug	shareholders of tting Committee o granting the listtion Shares (as deust 2006), to appr
			he Companyf The Stocking of, andfined in theove the issue

Dated the

day of 2006 Signature(s) (Note 5)

Notes:

1.	Full name(s) and address(es) must be inserted in BLOCK CAPITALS.
2.	Please insert the number of Share(s) of HK$0.01 each 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).

1. Please insert the name and address of the proxy desired in the space provided in BLOCK CAPITALS. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. The proxy need not be a member of the Company, but must attend the Meeting in person to represent you. Completion and delivery of this form of proxy will not preclude you from attending and voting at the Meeting if you so wish.

2. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE INDICATE WITH A TICK IN THE RELEVANT BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE INDICATE WITH A TICK IN THE RELEVANT BOX MARKED ‘‘AGAINST’’. Failure to complete the box will entitle your proxy to cast your vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

3. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer or attorney duly authorized.

4. 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 certified copy such power or authority, must be delivered to the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 46th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.

5. Where there are joint holders of any Shares, any one of such persons may vote at the Meeting, either in person or by proxy, in respect of such Share as if he were solely entitled thereto; but if more than one of such joint holders be present at the Meeting the vote of the senior who tenders a vote, whether in person or by proxy or by, 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 names stand in the register of members in respect of the joint holdings.

6. The full text of the resolution to be proposed at the Meeting are set out in the Notice.

7. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.