Modern Innovative Digital Technology Company Limited — Proxy Solicitation & Information Statement 2007

Jul 27, 2007

SAM WOO HOLDINGS LIMITED

*

(Incorporated in Bermuda with limited liability)

(Stock Code: 2322)

Form of Proxy for the Annual General Meeting to be held on 6 September 2007

I/We[1] (name) of (address) being the registered holder(s) of shares[2] of HK$0.10 each in the share capital of the above-named Company (the “Company”), HEREBY APPOINT THE CHAIRMAN OF THE MEETING[3] or (name) of (address) as my/our proxy to vote and act for me/us at the Annual General Meeting (and at any adjournment thereof) of the Company to be held at The Ballroom, 18th Floor, Hotel Miramar, 118 - 130 Nathan Road, Tsim Sha Tsui, Kowloon, Hong Kong on Thursday, 6 September 2007, at 11:00 a.m. for the purpose of considering and, if thought fit, passing the Resolutions as set out in the Notice convening the said Meeting and at such Meeting (and at any adjournment thereof) to vote on my/our behalf in respect of the Resolutions as indicated below:

					RESOLUTIONS		FOR4	FOR4	AGAINST4	AGAINST4
	1.	To	receive and consider the Audited Consolidated Financial Statements and the Reports of
		the	Directors and of the Auditors for the year ended 31 March 2007.
	2.	To	declare a final dividend.
	3.	(a)	To re-elect Mr. LAU Chun Kwok as Executive Director;
		(b)	To re-elect Mr. LAU Chun Ka as Executive Director;
		(c)	To re-elect Mr. HSU Kam Yee, Simon as Executive Director;
		(d)	To re-elect Mr. CHAN Wai Dune as Independent Non-executive Director; and
		(e)	To authorise the Board of Directors to fix Directors’ remuneration.
	4.	To	re-appoint PricewaterhouseCoopers and Lau & Au Yeung C.P.A Limited as Auditors and
		to authorize the Board of Directors to fix their remuneration.
	5.	To	give a general mandate to the Directors to repurchase the			Company’s shares not
		exceeding 10% of		the	total nominal amount of the existing issued share capital.
	6.	To	give a general	mandate to the Directors to allot, issue and deal with additional shares in
		the	capital of the Company not exceeding 20% of the existing issued share capital.
	7.	To	extend the general		mandate granted to the Directors to allot and issue additional shares of
		the	Company by the number of shares repurchased.

Dated this day of 2007 Signed[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. If any proxy other than the Chairman of the meeting is preferred, strike out “ THE CHAIRMAN OF THE MEETING or ” here 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. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTIONS, TICK THE APPROPRIATE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS, TICK THE APPROPRIATE BOX MARKED “AGAINST”. Failure to complete any of the boxes will entitle your proxy to cast his votes 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 executed under its common seal or under the hand of an officer or attorney duly authorized.

6. In the case of joint holders of a share, 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 this purpose, seniority will be determined by the order in which the names stand in the Register of Members.

7. To be valid, this form of proxy, together with any power of attorney Branch Registrar in (if any) or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company’s Branch Registrar in Hong Kong, Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjourned meeting.

8. The proxy need not be a member of the Company but must attend the meeting in person to represent you.

9. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting if you so wish.

* For identification purposes only