MTT Group Holdings Limited — Proxy Solicitation & Information Statement 2006

Nov 13, 2006

PacMOS Technologies Holdings Limited （弘茂科技控股有限公司） [*]

(incorporated in Bermuda with limited liability)

(Stock Code: 1010)

FORM OF PROXY

For the special general meeting (the “Special General Meeting”) of PacMOS Technologies Holdings Limited (the “Company”) to be held on 29 November 2006

I/We (Note 1)

of

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

shares of HK$0.10 each in the capital of the Company, hereby appoint (Note 3) the Chairman of the Special General Meeting

or

of

as my/our proxy to attend and vote for me/us on my/our behalf in the manner indicated below, or if no such indication is given then to vote as my/our proxy thinks fit, at the Special General Meeting to be held at The Picasso & Exter Suites, Butterfield’s, Level 3, Dorset House, Taikoo Place, 979 King’s Road, Hong Kong, on Wednesday, 29 November 2006, at 10:00 a.m. or at any adjournment thereof for the purpose of considering and, if thought fit, passing the resolution set out in the notice convening the Special General Meeting (the “ SGM Notice ”).

	FOR	AGAINST
ORDINARY RESOLUTION	(Note 4)	(Note 4)
To approve and adopt the share option scheme of新茂國際科技股份有限公司(for identification
purpose only, the English translation thereof being “SyncMOS Technologies International, Inc.”)

Dated this day of 2006.

Signature(s) (Note 5) of Shareholder(s)

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) 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 in the capital of the Company registered in your name(s).

3. If any proxy other than the Chairman of the Special General Meeting is preferred, strike out the words “the Chairman of the Special General Meeting or” and insert the name and address of the proxy desired in the space provided. If this space is not completed, the Chairman of the Special General Meeting will act as your proxy. 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 resolution in the SGM Notice, please place a “tick” in the relevant box under “For”. If you wish to vote against the resolution in the SGM Notice, please place a “tick” in the relevant box under “Against”. In the event that neither the box under “For” nor that under “Against” is completed, the proxy will be entitled to vote at his discretion.

5. If the shareholder is a corporation, this form of proxy must be executed under its common seal or under the hand of an officer or attorney duly authorised in writing.

6. In the case of joint shareholders, any one of such persons may vote at the Special General Meeting either personally or by proxy, in respect of such share as if he/she were solely entitled thereto but if more than one of such joint holders be present at the Special General Meeting personally or by proxy, the person so present whose name stands first in the register of members in respect of such share shall alone be entitled to vote in respect thereof.

7. To be valid, this form of proxy, duly executed, and the power of attorney, or other authority (if any) under which it is executed or a notarially certified copy thereof, must reach the office of the Company’s branch share registrar in Hong Kong at Tengis Limited, 26/F, Tesbury Centre, 28 Queen’s Road East, Hong Kong not later than 48 hours before the time appointed for the Special General 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 this form of proxy will not preclude you from attending and voting at the Special General Meeting if you so wish.

• For identification purpose only