Dadi International Group Limited — AGM Information 2012

Aug 22, 2012

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

**ZHI CHENG HOLDINGS LIMITED 智城控股有限公司 ***

(Incorporated in the Cayman Islands and continued in Bermuda with limited liability) (Stock Code: 8130)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting of Zhi Cheng Holdings Limited (the “ Company ”) will be held at Board Room, 1st Floor, South Pacific Hotel, 23 Morrison Hill Road, Wanchai, Hong Kong on Tuesday, 25 September 2012 at 11:00 a.m. to transact the following ordinary business:

1. To receive and consider the audited consolidated financial statements and the reports of the directors (the “ Directors ”) and auditors of the Company for the year ended 31 March 2012;

2. (a) To re-elect Mr. Lui Wing Fong, Alexander as executive Director;

3. (b) To re-elect Mr. Lai Miao Yuan as independent non-executive Director;

4. (c) To re-elect Mr. Tam Kin Yip as independent non-executive Director; and

5. (d) To authorise the board of Directors to fix the Directors’ remuneration;

6. To appoint HLB Hodgson Impey Cheng Limited as the auditors of the Company and to authorise the board of Directors to fix their remuneration;

7. To, as special business, consider and, if thought fit, pass the following resolution as an ordinary resolution:

“ THAT:

• (a) subject to paragraph (c) below, pursuant to the Rules (the “ GEM Listing Rules ”) Governing the Listing of Securities on the Growth Enterprise Markets (the “ GEM ”) of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”), the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with unissued shares of the Company (the “ Shares ”) and to make or grant offers, agreements and options, including warrants to subscribe for Shares, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

• For identification purposes only

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• (b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of any options granted under the existing share option scheme of the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the bye-laws of the Company (the “ Bye-laws ”) in force from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares, shall not exceed the aggregate of:

• (aa) 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this resolution; and

• (bb) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the nominal amount of any share capital of the Company repurchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of resolution no. 5),

and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

• (d) for the purposes of this resolution:

“ Relevant Period ” means the period from the date of the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws, the Companies Act 1981 of Bermuda (as amended) (the “ Companies Act ”) or any other applicable law of Bermuda to be held; and

• (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution;

“ Rights Issue ” means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares on the register on a fixed record date in proportion to

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their then holdings of Shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).”

1. To, as special business, consider and, if thought fit, pass the following resolution as an ordinary resolution:

“ THAT :

• (a) the exercise by the Directors during the Relevant Period (as defined below) of all powers of the Company to purchase the Shares on the Stock Exchange or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission, the Stock Exchange, the Companies Act and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of Shares which may be purchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period shall not exceed 10 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

• (c) for the purposes of this resolution, “ Relevant Period ” means the period from the date of the passing of this resolution until whichever is the earliest of:

  • (i) the conclusion of the next annual general meeting of the Company;

  • (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws, the Companies Act or any other applicable law of Bermuda to be held; and

  • (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.”

• To, as special business, consider and, if thought fit, pass the following resolution as an ordinary resolution:

“ THAT the Directors be and they are hereby authorised to exercise the authority referred to in paragraph (a) of resolution no. 4 above in respect of the share capital of the Company referred to in sub-paragraph (bb) of paragraph (c) of such resolution.”

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1. To, as special business, to consider and, if thought fit, pass with or without modification the following ordinary resolution:

“ THAT conditional upon the Stock Exchange granting approval for the listing of, and permission to deal in, on the GEM, any Shares which may be issued upon the exercise of any options which may be granted under the new share option scheme of the Company (the rules of which are set out in the document marked “A” produced to this meeting and initialed by the chairman of this meeting for the purpose of identification) (the “ New Share Option Scheme ”), the New Share Option Scheme be and is hereby approved and adopted by the Company and the Directors be and are hereby authorised, at their absolute discretion, to grant options to subscribe for Shares thereunder and to allot, issue and deal with any Shares pursuant to the exercise of the options which may be granted under the New Share Option Scheme and to do all such acts as the Directors may in their absolute discretion consider necessary or expedient in order to give full effect to the New Share Option Scheme.”

1. To, as special business, consider and, if thought fit, pass the following resolutions as special resolutions:

2. (A) “ THAT the existing Bye-laws be and are hereby amended in the following manner:

   • (a) Bye-law 1

By adding the following new definition before the definition “year” in the existing Bye-law 1:

“substantial shareholder”

a person who is entitled to exercise, or to control the exercise of, 10% or more (or such other percentage as may be prescribed by the rules of the Designated Stock Exchange from time to time) of the voting power at any general meeting of the Company.”

(b) Bye-law 3

By deleting the existing Bye-law 3(3) in its entirety and replacing therewith the following:

• “(3) Subject to compliance with the rules of the Designated Stock Exchange and any other relevant regulatory authority, the Company may give financial assistance for the purpose of or in connection with a purchase made or to be made by any person of any shares in the Company.”

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(c) Bye-law 6

By deleting the words “authorized or” before the words “issued share capital” in the second line of the existing Bye-law 6.

(d) Bye-law 44

• (i) By deleting the words “on every business day” and replacing therewith the words “during business hours” in the first sentence of the existing Bye-law 44;

• (ii) By adding the words “for inspection” before the words “at such times or for such periods” in the last sentence of the existing Bye-law 44.

• (e) Bye-law 46

By adding the words “in any manner permitted by and in accordance with the rules of the Designated Stock Exchange or” immediately after the words “transfer all or any of his shares” in the first line of existing Bye-law 46.

(f) Bye-law 66

By inserting the following before the full stop in the last sentence in the existing Bye-law 66:

“save that the chairman of the meeting may in good faith allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. For purposes of this Bye-law, procedural and administrative matters are those that (i) are not on the agenda of the general meeting or in any supplementary circular that may be issued by the Company to its Members; and (ii) relate to the chairman’s duties to maintain the orderly conduct of the meeting and/or allow the business of the meeting to be properly and effectively dealt with, whilst allowing all Members a reasonable opportunity to express their views. Where a show of hands is allowed, before or on the declaration of the result of the show of hands, a poll may be demanded:

• (a) by at least three Members present in person or in the case of a Member being a corporation by its duly authorised representative or by proxy for the time being entitled to vote at the meeting; or

• (b) by a Member or Members present in person or in the case of a Member being a corporation by its duly authorised representative or by proxy and representing not less than one-tenth of the total voting rights of all Members having the right to vote at the meeting; or

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• (c) by a Member or Members present in person or in the case of a Member being a corporation by its duly authorised representative or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right.

A demand by a person as proxy for a Member or in the case of a Member being a corporation by its duly authorised representative shall be deemed to be the same as a demand by the Member”

(g) Bye-law 67

By deleting the word “The” at the beginning of Bye-law 67 and replacing therewith the following:

“Where a resolution is voted on by a show of hands, a declaration by the chairman that a resolution has been carried, or carried unanimously, or by a particular majority, or not carried by a particular majority, or lost, and an entry to that effect made in the minute book of the Company, shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded for or against the resolution. On a poll votes, the”

(h) Bye-law 72

By deleting the words “on a poll” before the words “by proxy” in the sixth line of the existing Bye-law 72.

(i) Bye-law 81

By inserting the words “including the right to vote individually on a show of hands” before the full stop at the end of the existing Bye-law 81.

(j) Bye-law 82(2)

By deleting from the existing Bye-law 82(2) the reference to “Bye-law 150(3)” and replacing therewith the reference to “Bye-law 152(3)”.

(k) Bye-law 89

By deleting the words “next annual election of Directors or, if earlier, the date on which the relevant Director ceases” in the third sentence of the existing Bye-law 89 and replacing therewith the words “happening of any event which, if he were a Director, would cause him to vacate such office or if his appointor ceases for any reason”.

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• (l) Bye-law 100

• (i) By deleting the existing Bye-law 100(1)(v) in its entirety;

• (ii) By inserting the word “or” immediately after the semi-colon at the end of Bye-law 100(1)(iv);

• (iii) By re-numbering the existing Bye-law 100(1)(vi) as Bye-law 100(1)(v); and

• (iv) By deleting the existing Bye-laws 100(2) and (3) in their entirety and by re-numbering the existing Bye-law 100(4) as Bye-law 100(2).

• (m) Bye-law 112

By deleting the second and third sentences in the existing Bye-law 112 in their entirety and replacing therewith the following:

“The Secretary shall convene a meeting of the Board whenever he shall be required so to do by any Director. Notice of a meeting of the Board shall be deemed to be duly given to a Director if it is given to such Director in writing or verbally (including in person or by telephone) or via electronic mail or in such other manner as the Board may from time to time determine.”

• (n) Bye-law 119

By inserting at the end of the existing Bye-law 119 the following new sentence:

“Notwithstanding the foregoing, a resolution in writing shall not be passed in lieu of a meeting of the Board for the purposes of considering any matter or business in which a substantial shareholder of the Company or a Director has a conflict of interest and the Board has determined that such conflict of interest to be material.”

(o) Bye-law 128(3)

By deleting the words “on every business day” from the existing Bye-law 128(3) and replacing therewith the words “during business hours”.

(p) Bye-law 134

By deleting the words “and its issued share capital and share premium accounts” before the full stop in the existing Bye-law 134.

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(q) Bye-law 158

By inserting the words “other than by posting it on a website” before the full stop in the second last sentence of the existing Bye-law 158.”

• (B) “ THAT the Bye-laws in the form of the document marked “B” and produced to this meeting and for the purpose of identification signed by the chairman of this meeting, which consolidates all of the proposed amendments referred to in resolution no. 8(A) above be approved and adopted as the new Bye-laws in substitution for and to the exclusion of the existing Bye-laws with immediate effect.”

By Order of the board of directors of Zhi Cheng Holdings Limited Lien Wai Hung Chairman

Hong Kong, 22 August 2012

Registered office: Head office and principal place of Clarendon House business in Hong Kong: 2 Church Street Suite 2012, 20th Floor Hamilton HM11 Tower One Bermuda Times Square, 1 Matheson Street Causeway Bay Hong Kong

Notes:

1. A member entitled to attend and vote at the annual general meeting convened by the above notice is entitled to appoint one or more proxy to attend and, subject to the provisions of the Bye-laws, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the annual general meeting to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of Shares in respect of which each such proxy is so appointed.

2. In order to be valid, the form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, at the offices of the Company’s branch share registrar in Hong Kong, Tricor Secretaries Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time for holding the annual general meeting or any adjournment thereof. Completion and return of a form of proxy will not preclude a shareholder of the Company from attending in person and voting at the annual general meeting or any adjournment thereof, should he so wish.

3. In relation to proposed resolutions nos. 4 and 6 above, approval is being sought from the shareholders for the grant to the Directors of a general mandate to authorise the allotment and issue of Shares under the GEM Listing Rules. The Directors have no immediate plans to issue any new Shares other than Shares which may fall to be issued under the share option scheme of the Company or any scrip dividend scheme which may be approved by shareholders.

4. In relation to proposed resolution no. 5 above, the Directors wish to state that they will exercise the powers conferred thereby to repurchase Shares in circumstances which they deem appropriate for the benefit of the shareholders of the Company. An explanatory statement containing the information necessary to enable the shareholders to make an informed decision to vote on the proposed resolution as required by the GEM Listing Rules is set out in Appendix I to this circular.

5. Any voting at the annual general meeting shall be taken by poll.

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As at the date of this announcement, the executive Directors are Lien Wai Hung and Lui Wing Fong, Alexander; the independent non-executive Directors are Ho Chun Ki, Frederick, Lai Miao Yuan, Chong Yiu Kan, Sherman and Tam Kin Yip.

This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this announcement is accurate and complete in all material aspects and not misleading or deceptive, and there are no other matters the omission of which would make any statement here or this announcement misleading.

This announcement will be published on the GEM website on the “Latest Company Announcement” page for at least 7 days from the date of publication and on the Company’s website www.zhicheng-holdings.com.

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