VSTECS Holdings Limited — Proxy Solicitation & Information Statement 2009

Jul 9, 2009

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• (the “Company”) (incorporated in the Cayman Islands with limited liability) (Stock Code: 856)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON FRIDAY, 21 AUGUST 2009

I/We [(Note][1)]

of

(as shown in the register of members) being the registered holder(s) of [(Note][2)]

of ordinary shares of HK$0.10 each in the share capital of VST Holdings Limited (the “Company”) HEREBY APPOINT THE CHAIRMAN OF THE (Note 3) MEETING or of

as my/our proxy(ies) to attend and act for me/us at the extraordinary general meeting (the “EGM”) of the Company to be held at 10:30 a.m. on Friday, 21 August 2009 at the Bowen Room, Level 7, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong (and at any adjournment thereof) for the purposes of considering and, if thought fit, passing the resolutions as set out in the notice convening the EGM and at the EGM (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below and, if no such indication is given, as my/our proxy(ies) thinks fit.

Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll [(Note][4)]

			ORDINARY RESOLUTIONS		FOR (Note 4)		AGAINST (Note 4)
	1.	assured entitlement in respect of the Public Offer (as defined in the circular
		(“Circular”) to shareholders dated 9 July 2009) in connection with the proposed		spin
		off	(“Proposed Spin-off”) of ECS ICT Bhd (“ECSB”) for separate listing on Main
		Board of Bursa Malaysia Securities Berhad in accordance with Practice Note 15 of the
		Listing Rules be and is hereby waived by the minority shareholders of the Company;
	2.	(i)	the proposed allocation of 600,000 new shares in the capital of ECSB to the
			directors of ECSB namely, Soong Jan Hsung, Tay Eng Hoe, Eddie Foo Toon Ee,
			and Wong Heng Chong, for subscription in the Public Issue at the IPO Price
			(both terms are as defined in the Circular) and the issue of shares of ECSB
			pursuant thereto (“Director Allocation”) be and is hereby approved; and
		(ii)	the directors of the Company (the “Directors”) be and are hereby authorised to
			do all acts including determining the exact number of ECSB Shares to be
			allocated to the directors of ECSB and execute all documents they consider
			necessary or expedient to give effect to the waiver approved hereunder and the
			Proposed Spin-off without strict compliance with the assured entitlement under
			the said Practice Note 15 and the Director Allocation.
	3.	(i)	the agreement (the “Agreement”) dated 18 June 2009 entered into between
			ECSB and SIS Investment Holdings Limited (“SIS’) relating to the sale	and
			purchase of 80,000 ordinary shares of RM1.00 each, representing 20% of the
			total issued and paid up share capital, of ECS Pericomp Sdn Bhd, and the issue
			of 1,000,000 shares (“Consideration Shares”) in ECSB (such number may be
			adjusted in accordance with the Agreement) to SIS to satisfy part of	the
			consideration and the transactions contemplated thereunder be and are hereby
			approved, confirmed and ratified; and
		(ii)	the Directors be and are hereby authorised to do all acts and execute all
			documents they consider necessary or expedient to give effect to Agreement	and
			thetransactionscontemplatedthereunderincludingissueofConsideration
			Shares.

Date:

2009 Signature(s) [(Note][5)] :

Notes:

1. Please insert the full name(s) (in Chinese or English) and address(es) (as shown in the register of members) 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 shares registered in your name(s).

3. If any proxy other than the Chairman of the Meeting is preferred, please strike out the words “THE CHAIRMAN OF THE MEETING” and insert the name and address of the proxy desired in the space provided. A shareholder entitled to attend and vote at the EGM may appoint one or more proxies to attend and vote on his behalf. A proxy need not be a shareholder of the Company but must attend the EGM in person to represent you. 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 A RESOLUTION, PLEASE TICK (“ ”) IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK (“ ”) IN THE BOX MARKED “AGAINST” . If no direction is given, your proxy will vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the EGM other than those referred to in the notice convening the EGM.

5. This form of proxy must be signed by you or your attorney duly authorised in writing. In case of a corporation, the same must be either under its common seal or under the hand of its director(s) or duly authorised attorney(s). If this form of proxy is signed by an attorney of a shareholder, the power of attorney authorising that attorney to sign or other authorisation document must be notarised.

6. In order to be valid, this form of proxy together with the power of attorney or other authorisation document (if any) must be deposited at the Secretariat of the Board at the Company’s principal place of business in the PRC if you are a holder of domestic shares and at the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, if you are a holder of H shares not less than 24 hours before the time fixed for holding the EGM or any adjournment thereof (as the case may be).

7. In the case of joint registered holders of any Shares, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such Shares as if he/she was solely entitled thereto; but if more than one of such joint registered holders be present at the Meeting, either personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such Shares shall be accepted to the exclusion of the votes of the other joint registered holders.

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 EGM if you so wish. If you attend and vote and the Meeting, the authority of your proxy will be revoked.

* for identification purpose only