VSTECS Holdings Limited — Proxy Solicitation & Information Statement 2007

Sep 28, 2007

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(Stock Code: 856)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of VST Holdings Limited (the “Company”) will be held at the Dynasty Club, 7th Floor, South West Tower, Convention Plaza, 1 Harbour Road, Hong Kong on 23 October 2007 at 10:30 a.m. for the purpose of considering and, if thought fit, passing (with or without amendments) the following resolutions as ordinary resolutions:

ORDINARY RESOLUTIONS

• (1) “ THAT :

  • (a) the agreement (the “Agreement”) dated 7 August 2007 entered into between VST Holdings Limited (the “Company”) and Glorious Success Limited, ST Electronics (Info-Software Systems) Pte. Ltd., Sengin Sdn Bhd, V Investment Holdings Limited, Pacific City International Holdings Limited, Lin Chien, Liu Wei, Tay Eng Hoe, Narong Intanate, Foo Sen Chin and Foong Kam Tho (the “Vendors”) relating to the sale and purchase of an aggregate of 191,604,009 ordinary shares with par value of S$0.10 each (“ECS Shares”) in the capital of ECS Holdings Limited (“ECS”), and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and

  • (b) the directors of the Company (the “Directors”) be and are hereby authorised to do all acts and execute all documents they consider necessary or expedient to give effect to the transactions contemplated under the Agreement.”

• (2) “ THAT :

  • (a) upon the completion of the Agreement, the making of a mandatory unconditional cash offer by ABN AMRO Bank N.V., Singapore branch for and on behalf of the Company or its wholly-owned subsidiary to acquire all the ECS Shares (other than those already owned, controlled or agreed to be acquired by the Company and parties acting in concert with it) (the “Offer”), and the transactions contemplated thereunder be and are hereby approved; and

  • (b) the Directors be and are hereby authorised to do all acts and execute all documents they consider necessary or expedient to give effect to the transactions contemplated under the Offer.”

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• (3) “ THAT :

  • (a) the acquisition of all the ECS Shares from the Vendors pursuant to the Agreement and from shareholders of ECS other than the Vendors by way of making the Offer to such shareholders of ECS in accordance with the Singapore Code (the “Acquisition”), and the transactions contemplated thereunder be and are hereby approved; and

  • (b) the Directors be and are hereby authorised to do all acts and execute all documents they consider necessary or expedient to give effect to the transactions contemplated under the Acquisition.”

By Order of the Board VST Holdings Limited Lung Cheuk Wah Company Secretary

Hong Kong, 2 October 2007

Notes:

• (1) Any member entitled to attend and vote at the EGM of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the EGM. A proxy need not be a member. A proxy or proxies representing either a member who is an individual or a member which is a corporation shall be entitled to exercise the same powers on behalf of the member which he or they represent as such member could exercise.

• (2) Where there are joint holders of any share any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at any meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding. Several executors or administrators of a deceased member in whose name any share stands shall be deemed joint holders thereof.

• (3) A form of proxy for use at the EGM is enclosed herewith.

• (4) The form of proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power of attorney must be lodged at the Company’s Hong Kong branch share registrar, Tricor Abacus Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong, not less than 48 hours before the time appointed for holding the EGM or adjourned meeting or not less than 24 hours before the time appointed for taking the poll (as the case may be) and in default the form of proxy shall not be treated as valid. Completion and return of the form of proxy shall not preclude members from attending and voting in person at the EGM or at any adjourned meeting (as the case may be) should they so wish.

• for identification purpose only

As at the date hereof, the Board comprises Mr. Li Jialin and Mr. William Choo as executive directors; and Mr. Ni Zhenwei, Dr. Chan Po Fun Peter, Madam Hui Hiu Fai and Mr. Li Wei as independent non-executive directors.

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