Timeless Resources Holdings Limited — Proxy Solicitation & Information Statement 2006

Aug 4, 2006

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TIMELESS SOFTWARE LIMITED

(incorporated in Hong Kong with limited liability)

Stock Code: 8028

Form of proxy for Annual General Meeting

I/We[(note][1)]

of being the registered holder(s) of[(note][2)] shares of HK$0.05 each in the capital of the above named company, hereby appoint the Chairman of the meeting or[(note][3)]

of

to act as my/our proxy at the Annual General Meeting (or at any adjournment thereof) of the Company to be held at Meeting Room 8, 1/F, Building 9, Phase 1, No. 5 Science Park West Avenue, Hong Kong Science Park, Shatin, Hong Kong on Wednesday, 30 August 2006 at 3:30 p.m. and to vote on my/our behalf as directed below.

Please indicate with a “�” in the spaces provided how you wish your vote(s) to be cast on a poll.

		FORAGAINST
	1.To receive and consider the audited financial statements together with thereports of the directors and auditors for the year ended 31 March 2006.
	2.To re-elect the following directors of the Company:
	(i)Mr. Cheng Kin Kwan;
	(ii)Mr. Law Kwai Lam;
	(iii) Mr. Chung Yiu Fai;
	(iv)Mr. Ng Kwok Tung.
	3.To appoint auditors and authorise the directors to fix their remuneration.
	4.Ordinary resolution no. (4)
	5.Ordinary resolution no. (5)(i)
	6.Ordinary resolution no. (5)(ii)
	7.Ordinary resolution no. (5)(iii)

Dated the day of 2006. Shareholder’s Signature[(notes][4][&][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 capital of the Company registered in your name(s).

3. A member may appoint a proxy of his choice who need not be a member of the Company. If such an appointment is made, delete the words “the Chairman of the meeting or” and insert the name and address of the person appointed proxy in the space provided.

4. 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 any officer or attorney so authorised.

5. In the case of joint holders this form of proxy must be signed by the member whose name stands first on the register of members.

6. If this form is returned duly signed but without a specific direction, the proxy will vote or abstain at his discretion.

7. In order 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 Company’s registered office not later than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

8. Any alteration made in this form should be initialled.

Registered Office: Units 111-113, 1st Floor, Building 9, Phase One, Hong Kong Science Park, Tai Po, Hong Kong