Cogo Group, Inc. (COGO)

To be held December 15, 2005

To the Stockholders of
Comtech Group, Inc.

Notice is hereby given that the Annual Meeting of Stockholders of Comtech Group, Inc. (the “Company”) will be held on December 15, 2005 at 9:30 a.m. Beijing time at the offices of the Company, Suite 1001, Tower C, Skyworth Building, High-Tech Industrial Park, Nanshan, Shenzhen 518057, People’s Republic of China. The meeting is called for the following purpose:

1.

To elect a board of seven directors;

2.

To ratify the appointment of Deloitte Touche Tohmatsu as the independent auditors of the Company for the fiscal year ending December 31, 2005; and

3.

To consider and take action upon such other matters as may properly come before the meeting or any adjournment or adjournments thereof.

The close of business on November 30, 2005 has been fixed as the record date for the determination of stockholders entitled to notice of, and to vote at, the meeting. The stock transfer books of the Company will not be closed.

All stockholders are cordially invited to attend the meeting. Whether or not you expect to attend, you are respectfully requested by the board of directors to sign, date and return the enclosed proxy promptly. Stockholders who execute proxies retain the right to revoke them at any time prior to the voting thereof. A return envelope which requires no postage if mailed in the United States is enclosed for your convenience.

By Order of the Board of Directors,

Hope Ni
Chief Financial Officer and Secretary

Dated: December 1, 2005