Joy Spreader Group Inc. — Proxy Solicitation & Information Statement 2006

Oct 6, 2006

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

FORM OF PROXY FOR SPECIAL GENERAL MEETING

Form of proxy for use at the special general meeting (or at any adjournment thereof) to be held on 23 October 2006

I/We (Note 1)

of (address)

being the registered holder(s) of (Note 2) shares of HK$0.01 each in the capital of MegaInfo

Holdings Limited (the “Company”), HEREBY APPOINT (Note 3)

of (address)

or failing him the Chairman of the Meeting as my/our proxy to vote and act for me/us at the Special General Meeting (or at any adjournment thereof) of the Company to be held at Boardroom 3-4, M/F., Renaissance Harbour View Hotel, 1 Harbour Road, Wanchai, Hong Kong on Monday, 23 October 2006 at 10:20 a.m. (or such later time immediately after the close of the annual general meeting of the Company to be held at 10:00 a.m. on the same date and at the same place) to consider and, if thought fit, pass with or without modifications the Ordinary Resolution set out in the notice convening the said Special General Meeting (the “Notice”) and at such meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the said resolution as indicated below, and, if no such indication is given, as my/our proxy thinks fit.

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Ordinary Resolution FOR (Note 4) AGAINST (Note 4)

To approve the subdivision of the existing issued and unissued shares of HK$0.01 each in the share capital of the Company into five shares of HK$0.002 each and any transactions contemplated thereby.

Dated this day of 2006 Signature(s) (Note 5)

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. Please insert the name and address of the proxy desired. 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.

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 Special General Meeting other than those referred to in the Notice convening such 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 of the Company.

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 Limited, at 26/F, Tesbury Centre, 28 Queen’s Road East, Hong Kong not less than 48 hours before the time for holding the Special 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 Special General Meeting (or any adjourned meeting thereof) should you so wish.

• For identification purposes only