KOALA Financial Group Limited — Proxy Solicitation & Information Statement 2007

Mar 22, 2007

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(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8226)

FORM OF PROXY FOR USE BY SHAREHOLDERS AT THE EXTRAORDINARY GENERAL MEETING (the “Meeting”) TO BE HELD AT 14/F., KAM SANG BUILDING, NO. 257 DES VOEUX ROAD CENTRAL, HONG KONG ON 16 APRIL 2007

I/We [(Note 1)] of being the registered holder(s) of [ (Note 2) ] of the Company HEREBY APPOINT [ (Note 3)] the Chairman of the Meeting or [(Note 4)]

shares of HK$0.01 each in the capital of

as my/our proxy to vote for me/us and on my/our behalf at the Meeting (and at any adjournment thereof) to be held at 14/F., Kam Sang Building, No. 257 Des Voeux Road Central, Hong Kong, on Monday, 16 April 2007 at 11:30 a.m., for the purpose of considering and, if thought fit, passing the resolutions set out in the notice convening the Meeting 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 hereunder indicated and if no such indication is given, as my/our proxy thinks fit.

indication is given, as my/our proxy thinks fit.
RESOLUTIONS	FOR(Note 5)	AGAINST(Note 5)
1. To approve the sale and purchase agreement entered into between Suzhou Sonavox Acoustics Company Limited and Asian Elite International Company Limited(“Asian Elite S&P Agreement”)
2. To approve the annual capped amounts of US$10.02 million, US$15.63 million and US$20.31 million respectively payable under the Asian Elite S&P Agreement for each of the ten months ending 31 December 2007 and the two years ending31 December 2009
3. To approve the sale and purchase agreement entered into between Suzhou Sonavox Acoustics Company Limited and Sonavox Electronics (Suzhou Industrial Park)CompanyLimited(“SE S&P Agreement”)
4. To approve the annual capped amounts of US$5.69 million, US$8.87 million and US$11.53 million respectively payable under the SE S&P Agreement for each of the ten months ending 31 December 2007 and the two years ending 31 December 2009.

Signature [(Note 8)] :

Date:

2007

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS . Only one of joint registered holders needs to sign (but see Note 7 below).

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

3. If any proxy other than the Chairman is preferred, strike out “the Chairman of the Meeting” herein inserted and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT .

4. A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and, on a poll, vote on his behalf. A member who is the holder of two or more shares may appoint more than one proxy to attend and vote on his behalf. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed. A proxy need not be a member of the Company, but must attend the Meeting in person to represent you.

5. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK THE BOX MARKED “FOR” OPPOSITE TO THAT RESOLUTION. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK THE BOX MARKED “AGAINST” OPPOSITE TO THAT RESOLUTION . Failure to complete any or all the boxes will entitle your proxy to cast his votes at his discretion. Your proxy will also be entitled to vote at his discretion or any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

6. To be valid, this form of proxy, together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority, must be deposited at the office of the Company in Hong Kong c/o the Company Secretary at 14/ F., Kam Sang Building, No. 257 Des Voeux Road Central, Hong Kong, not less than 48 hours before the time fixed for holding the Meeting or any adjournment thereof.

7. Where there are joint registered holders of any share of the Company, any one of such persons may vote at the Meeting either personally, or by proxy, in respect of such share(s) of the Company as if he were solely entitled thereto, and if more than one of such joint registered holders be present at the Meeting personally or by proxy, that one of the said persons so present whose name stands first on the Register of Members of the Company shall alone be entitled to vote.

8. This form of proxy must be signed by you or your attorney duly authorised in writing or, if you are a corporation, must either be executed under seal or under the hand of an officer, attorney or other person duly authorised.

9. Completion and delivery of this form of proxy will not preclude you from attending and voting at the Meeting or any adjournment thereof if you so wish.