Joy Spreader Group Inc. — Proxy Solicitation & Information Statement 2005

Oct 25, 2005

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(Incorporated in Bermuda with limited liability) (Stock Code: 8279)

PROXY FORM

Form of proxy for use at the annual general meeting (and at any adjournment thereof) to be held on 23rd November, 2005

I/We[1]

of

being the registered holder(s) of

shares[2] of HK$0.01 each in the capital of MegaInfo Holdings Limited (“Company”), HEREBY APPOINT THE CHAIRPERSON OF THE MEETING or[3]

of as my/our proxy to vote and act for me/us at the Annual General Meeting (and at any adjournment thereof) of the said Company to be held at Gladiolus Room, 27th Floor, The Park Lane, 310 Gloucester Road, Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”) on Wednesday, 23rd November, 2005 at 3:00 p.m. to consider and if thought fit, pass the Resolutions set out in the notice convening the said Meeting (“Notice”) and at such Meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the Resolutions as indicated below.

	ORDINARY RESOLUTIONSFOR4	ORDINARY RESOLUTIONSFOR4	ORDINARY RESOLUTIONSFOR4	ORDINARY RESOLUTIONSFOR4
	1.(i)To receive and adopt the audited financial statements and the reports of thedirectors and auditors of the Company for the year ended 30th June, 2005.
	(ii)To re-elect Mr. Mok Chi Va as an executive director.
	(iii)To re-elect Mr. Kuok Cheong Ian as an executive director.
	(iv)To authorise the board of directors of the Company to fix the remuneration of alldirectors of the Company who are re-elected at the AGM as set out in ordinaryresolution no.1(iv) in the Notice.
	(v)To re-appoint auditors for the ensuing year and authorise the board of directors ofthe Company to fix their remuneration.
	2.(i)To grant a general mandate to the directors of the Company to allot, issue and dealwith the Company’s shares, in terms as referred to in ordinary resolution no.2(i) inthe Notice.
	(ii)To grant a general mandatshares, in terms as referre		e to the directors of the Company to repurchase its ownd to in ordinary resolution no.2(ii) in the Notice.
	(iii)To approve the extension the Company to allot the resolution no.2(iii) in the		of the general mandate to be granted to the directors of Company’s shares, in terms as referred to in ordinaryNotice.
	Dated thisNotes:	day of	2004.Signed5:

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 any proxy other than the Chairperson is preferred, strike put “the Chairman of the Meeting” here and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OR PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK THE APPROPRIATE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE BOX MARKED “AGAINST”. Failure to complete any or all the boxes will entitle your proxy to cast his 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.

5. This form of proxy must be signed by you or your attorney duly authorised 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 authorised.

6. In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s), and for the purpose seniority will be determined by the order in which the names stand in the Register of Members.

7. This form of proxy and the power of attorney or other authority, if any, under which it is signed or a certified copy of such power of attorney or authority must be deposited at the Company’s Hong Kong branch share registrar, Abacus Share Registrars Ltd. At G/F, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not less than 48 hours before the time for holding the Annual General Meeting, and in default the form of proxy shall not be treated as valid.

8. The completion and return of the form of proxy shall not preclude you from attending and voting in person at the Annual General Meeting (or any adjourned meeting thereof) should you so wish.

9. The proxy need not be a member of the Company.

• for identification purpose only