Zall Smart Commerce Group Ltd. — Proxy Solicitation & Information Statement 2005

(Incorporated in Bermuda with limited liability)

Hong Kong Principal Office No. 1, Po Lun Street, Lai Chi Kok, Kowloon, Hong Kong

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Proxy Form

Proxy Form for the Annual General Meeting of RoadShow Holdings Limited to be held at the Royal Plaza Hotel, Ballroom, 193 Prince Edward Road West, Kowloon, Hong Kong, on Wednesday, 11 May 2005 at 3:00 p.m.

I/We (Note 1)

of

being the holder(s) of (Note 2)

shares of HK$0.1 each of RoadShow Holdings Limited (the “Company”) hereby appoint (Note 3)

of or failing him/her of

or failing him/her the Chairman of the meeting as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held on 11 May 2005 at 3:00 p.m. and at any adjournment thereof in connection with the following resolutions:-

RESOLUTIONS

INSTRUCTION (Note 4) FOR AGAINST

1. Ordinary Resolution to adopt the Audited Financial Statements and Reports of the Directors and Auditors for the year ended 31 December 2004.

2. Ordinary Resolution to declare a final dividend of HK 1.4 cents per share.

3. (a) Ordinary Resolution to re-elect the following persons as Directors of the Company:-

   • (i) Michael WONG Yick-kam

   • (ii) Anthony NG

   • (iii) James Conrad LOUEY

   • (iv) Carlye Wai-Ling TSUI

4. (b) Ordinary Resolution to fix the Directors’ remuneration for the year ended 31 December 2004.

5. Ordinary Resolution to re-appoint KPMG as Auditors of the Company and to authorise the Directors to fix remuneration of the Auditors.

6. Ordinary Resolution shown as item 6 of Notice of Annual General Meeting. ((A) To give a general mandate to the Directors to issue shares; (B) To give a general mandate to the Directors to exercise powers of the Company to purchase its own shares; and (C) To extend the share issue mandate granted to the Directors.)

7. Special Resolution shown as item 7 of the Notice of Annual General Meeting in relation to the amendments to the existing Bye-laws of the Company.

As witness my/our hand(s) this

day of 2005.

Member’s Signature (Note 5):

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

2. Please insert the number of shares of HK$0.1 each in the Company to which this form of proxy relates 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. Insert in BLOCK CAPITALS the name(s) and address(es) of the proxy or proxies desired in the space provided. ANY ALTERATION TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT .

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLACE A “ ” IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLACE A “ ” IN THE BOX MARKED “AGAINST”. Failure to complete any or all the boxes will entitle your proxy to cast his/her vote at his/her discretion.

1. To be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof must be deposited at the Company’s principal office at No.1, Po Lun Street, Lai Chi Kok, Kowloon, Hong Kong not less than 48 hours before the time appointed for holding the Annual General Meeting.

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

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