Dadi International Group Limited — Proxy Solicitation & Information Statement 2010

Dec 14, 2010

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

I f you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Xing Lin Medical Information Technology Company Limited, you should at once hand this circular with the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer, registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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XING LIN MEDICAL INFORMATION TECHNOLOGY COMPANY LIMITED 杏林醫療信息科技有限公司[*]

(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)

(Stock Code: 8130)

(I) REFRESHMENT OF GENERAL MANDATE TO ALLOT AND ISSUE SHARES;

(II) REFRESHMENT OF SHARE OPTION SCHEME MANDATE LIMIT; AND

(III) NOTICE OF SPECIAL GENERAL MEETING

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

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A notice convening the special general meeting of the Company to be held at Board Room, 1st Floor, South Pacific Hotel, 23 Morrison Hill Road, Wanchai, Hong Kong on Monday, 10 January 2011 at 11:00 a.m. or any adjournment is set out from pages 22 to 24 of this circular. Whether or not you are able to attend the meeting in person, you are requested to complete and return the accompanying form of proxy to the Company’s branch registrar in Hong Kong, Tricor Secretaries Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the special general meeting of the Company. Completion and return of the form of proxy shall not preclude you from attending and voting at the special general meeting of the Company should you so wish.

• For identification purposes only

15 December 2010

CHARACTERISTICS OF GEM

CHARACTERISTICS OF THE GROWTH ENTERPRISE MARKET OF THE STOCK EXCHANGE OF HONG KONG LIMITED

GEM has been positioned as a market designed to accommodate companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.

Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.

– i –

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Letter from the Independent Board Committee. . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Letter from Donvex Capital. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Notice of SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	22

– ii –

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

• “September SGM”

the special general meeting of the Company held on 22 September 2010 for the then independent shareholders of the Company to approve, among other things, the refreshment of the Existing General Mandate

• “associate(s)”

has the meaning as ascribed to it under the GEM Listing Rules

• “Board”

the board of Directors

• “Bye-Laws”

• the bye-laws of the Company

• “Company”

Xing Lin Medical Information Technology Company Limited (杏林醫療信息科技有限公司*), a company incorporated in the Cayman Islands and continued in Bermuda with limited liability and the issued Shares of which are listed on GEM

• “Director(s)”

• the director(s) of the Company

• “Eligible Participant(s)”

any full-time or part-time employees of the Company or its subsidiaries (including any executive, non-executive and independent non-executive Directors or its subsidiaries) and any suppliers, consultants and distributors of the Group who, in the sole discretion of the Board, have contributed or may contribute to the Group, eligible for Options under the Share Option Scheme

• “Existing General Mandate”

the general mandate granted at the September SGM to the Directors by the then independent shareholders of the Company to issue, allot and deal with up to 227,823,553 Shares, representing 20% of the issued share capital of the Company as at 22 September 2010, being the date of the September SGM

• For identification purposes only

– 1 –

DEFINITIONS

• “Existing Scheme Limit”

the existing scheme limit under the Existing Share Option Scheme refreshed by the Shareholders at the annual general meeting of the Company on 6 August 2010, which set out the maximum number of Options that may be granted by the Company to the Eligible Participants, being 10% of the issued share capital of the Company as at the date of such refreshment

• “GEM”

• the Growth Enterprise Market of the Stock Exchange

• “GEM Listing Rules”

• the Rules Governing the Listing of Securities on GEM

• “Group” the Company and its subsidiaries

• “Hong Kong”

• the Hong Kong Special Administrative Region of the People’s Republic of China

• “Independent Board Committee”

• an independent committee of the Board, comprising all of the independent non-executive Directors, to advise the Independent Shareholders in respect of the refreshment of the Existing General Mandate

• “Independent Financial Adviser”

• Donvex Capital Limited, a corporation licensed under the SFO to conduct type 6 (advising on corporate finance) regulated activity as defined under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), being the independent financial adviser appointed to advise the Independent Board Committee and the Independent Shareholders in connection with the refreshment of the Existing General Mandate

• “Independent Shareholder(s)”

• Shareholder(s) other than Mr. Lien Wai Hung and his associates

• “Latest Practicable Date”

• 14 December 2010, being the latest practicable date prior to the printing of this circular for ascertaining certain information referred to in this circular

• “New General Mandate”

the general mandate proposed to be granted to the Directors at the SGM to issue, allot and deal with new Shares not exceeding 20% of the entire issued share capital of the Company as at the date of the SGM

– 2 –

DEFINITIONS

“Options”

the options granted under the Share Option Scheme to subscribe for Shares in accordance with the terms thereof

• “Refreshment of Scheme Mandate Limit”

• the proposed refreshment of the Scheme Mandate Limit under the Share Option Scheme

• “Scheme Mandate Limit”

• the maximum number of Shares which may be allotted and issued upon the exercise of all Options which initially shall not in aggregate exceed 10% of the Shares in issue as at the date of adoption of the Share Option Scheme and thereafter, if refreshed shall not exceed 10% of the Shares in issue as at the date of approval of the refreshed limit by the Shareholders

• “SGM”

• the special general meeting of the Company to be convened on Monday, 10 January 2011 at 11:00 a.m., to consider and, if thought fit, approve the refreshment of the Existing General Mandate

• “Share(s)” ordinary share(s) of HK$0.01 each in the share capital of the Company

• “Share Option Scheme”

• the existing share option scheme adopted by the Company on 2 August 2002

• “Shareholder(s)” holder(s) of the Share(s)

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong “%” per cent.

– 3 –

LETTER FROM THE BOARD

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XING LIN MEDICAL INFORMATION TECHNOLOGY COMPANY LIMITED 杏林醫療信息科技有限公司[*]

(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)

(Stock Code: 8130)

Executive Director: Mr. Lien Wai Hung Independent non-executive Directors: Mr. Leung Wai Man Mr. Kwok Chuen Hung, Dominic Mr. Ho Chun Ki, Frederick

Registered office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Principal place of business in Hong Kong: Room 2111, 21/F Shun Tak Centre West Tower 168-200 Connaught Road Central Hong Kong

15 December 2010

To the Shareholders

Dear Sir or Madam,

(I) REFRESHMENT OF GENERAL MANDATE TO ALLOT AND ISSUE SHARES;

(II) REFRESHMENT OF SHARE OPTION SCHEME MANDATE LIMIT; AND

(III) NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

The purposes of this circular are to (i) provide you with the information relating to the refreshment of the Existing General Mandate and the Refreshment of Scheme Mandate Limit; (ii) set out the recommendation from the Independent Board Committee to the Independent Shareholders in relation to the refreshment of the Existing General Mandate; (iii) set out the recommendation from Independent Financial Adviser to the Independent Board Committee and

* For identification purposes only

– 4 –

LETTER FROM THE BOARD

the Independent Shareholders in relation to the refreshment of the Existing General Mandate; and (iv) provide the Shareholders with the notice of SGM, at which ordinary resolution will be proposed to the Independent Shareholders and the Shareholders to consider and, if thought fit, approve the refreshment of the Existing General Mandate and the Refreshment of Scheme Mandate Limit.

THE EXISTING GENERAL MANDATE

At the September SGM, the then independent shareholders of the Company approved, among other things, an ordinary resolution to grant to the Directors the Existing General Mandate to issue, allot and deal with not more than 227,823,553 Shares, being 20% of the entire issued share capital of the Company of 1,139,117,767 Shares as at the date of the September SGM.

REASONS FOR THE REFRESHMENT OF THE EXISTING GENERAL MANDATE

The Company is an investment holding company and its subsidiaries are principally engaged in the development and provision of custom built wireless radio frequency identification medical information digitalization system (the “ MIDS ”) in both local area network and metropolitan area network to healthcare sector in the PRC and property investment.

On 6 August 2010, the Company was granted the general mandate to issue 189,853,553 Shares at the annual general meeting of the Company. Such general mandate had been utilised as to 189,850,000 Shares in connection with the placing of the Company dated 20 August 2010. Details of which has been disclosed in the Company’s announcement dated 20 August 2010. The net proceeds of approximately HK$38.4 million from such placing has been utilised for the repayment of the promissory note of the Company, which is repayable on 6 October 2010 (the “ Promissory Note ”).

From the date of the granting of the Existing General Mandate up to the Latest Practicable Date, the Existing General Mandate had been utilised as to 227,800,000 Shares, representing substantial part of the aggregate number of Shares which may be issued and allotted under the Existing General Mandate, in connection with the placing of new Shares. Details of which has been disclosed in the Company’s announcement dated 24 September 2010. The net proceeds of approximately HK$40.6 million from such placing has utilized for the repayment of the Promissory Note.

As at the Latest Practicable Date, there is only 23,553 additional Shares can be issued under the Existing General Mandate. The Directors consider that the Group may require for equity financing and the issue of additional Shares exceeding the amount as allowed under the Existing General Mandate for its future business operations and development, in particular there may be possibilities that the Group would identify suitable investment opportunities before the next annual general meeting which may incur funding requirements. For avoidance of doubt, the Board had not identified any investment opportunities and the Company has no intention to conduct fund raising activity as at the Latest Practicable Date.

– 5 –

LETTER FROM THE BOARD

As disclosed in the Company’s announcement dated 8 October 2010 and circular dated 30 November 2010, the Company proposed to issue (i) 1,600,000,000 new Shares (the “ Placing Shares ”) in one or more tranches, on a best effort, to not fewer than six independent investors procured by a placing agent pursuant to the placing agreement dated 8 October 2010 (the “ Proposed Placing ”); and (ii) the convertible bonds of the Company in the principal amount of HK$150 million with the right to convert in 1,500,000,000 new Shares (the “ Conversion Shares ”) to Growth Harvest Limited, the substantial shareholder of the Company, pursuant to the subscription agreement dated 8 October 2010 (the “ Proposed Subscription ”) for the purpose of repayment of the Promissory Note.

As at the Latest Practicable Date, the bank balance and cash of the Company was approximately HK$106 million and it is part of the 70% proceeds reserved for first year MIDS rollout. According to the financial records of the Company, within the 70% of reserved proceeds of approximately HK$484 million, approximately HK$135 million has been utilized towards the medical imaging component of MIDS, HK$45 million has been utilized towards the health records management component of MIDS and approximately HK$53 million has been utilized as working capital and various procurements for the rollout tasks of MIDS, including marketing, promotion and demonstration seminars, site visits, research and development of system software, in which approximately HK$20 million for hardware procurement, software development and installation, approximately HK$6.6 million for development and implementation of MIDS’s healthcare information collaboration platform, approximately HK$3.9 million on salaries and allowances for the rollout tasks and approximately HK$3.1 million on overseas traveling expenses for the rollout tasks. For the MIDS implementation, currently the Company have completed hospital information system software upgrade for over 10 hospitals, engaging 2 hospitals at installation stage of MIDS rollout, with total estimated cost for implementation of approximately HK$100 million. The remaining reserved proceeds of approximately HK$106 million has been deposited in bank accounts of the Group, which is continued to be retained and committed for MIDS implementation and there is no change in the intended use of the reserved proceeds.

The refreshment of New General Mandate allows the flexibility to finance potential future business expansions and developments that might be beyond the scope of MIDS. In general, information technology is a fast moving industry where potential markets can adopt new emerging technologies in a short timeframe, as such investments opportunities can arise before the coming annual general meeting. In light of the above, the Director will apply the fund raised from utilization of the refreshed New General Mandate in business which is beyond the scope of MIDS.

The Company proposed to refresh the Existing General Mandate before but not after completion of the Proposed Placing and/or Proposed Subscription is based on the following reason:

• (i) the Proposed Placing and the Proposed Subscription may or may not be approved by the then independent Shareholders at the special general meeting of the Company on 16 December 2010 (the “ Meeting ”);

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LETTER FROM THE BOARD

• (ii) the Proposed Placing is on best effort basis and the long stop date of the Proposed Placing will take place on the date falling on three months after the date of the Meeting provided that the Proposed Placing is duly approved by the then independent Shareholders at the Meeting; and

• (iii) the exercise of the conversion rights attaching to the convertible bonds of the Company is at the discretion of the bondholder provided that the Proposed Subscription is duly approved by the then independent Shareholders at the Meeting.

Regarding to the dilution effect to the shareholding of the existing Shareholders arising from the Proposed Placing and the Proposed Subscription, Shareholders are recommended to refer to “The reasons for the proposed placing and issue of the convertible bonds and potential dilution effect to the shareholding of the Company” as disclosed in the circular of the Company dated 30 November 2010.

The shareholding of existing public Shareholders may be diluted as a result of the issue of the Placing Shares and the Conversion Shares under the Proposed Placing and the Proposed Subscription respectively. Save for the Proposed Placing and the Proposed Subscription which are subject to the then independent Shareholders’ approval at the Meeting, the Company is of the view that the potential dilution to the shareholding of all the existing Shareholders of approximately 16.67% to the issued share capital of the Company as at the date of the SGM from the refreshment of the Existing General Mandate is fair and reasonable.

Taking into account (i) the Existing General Mandate was substantially utilised; and (ii) the New General Mandate will provide the Group with an additional alternative and the flexibility in deciding the best financing method for its future business operations and development, the Directors consider that the refreshment of the Existing General Mandate is in the interests of the Company and the Shareholders as a whole.

THE NEW GENERAL MANDATE

Based on the 1,366,917,767 Shares in issue as at the Latest Practicable Date and assuming no further Shares, including the Placing Shares and the Conversion Shares, will be allotted and issued up to the date of the SGM, an ordinary resolution will be proposed to the Independent Shareholders to approve the granting of the New General Mandate to authorise the Directors to issue, allot and deal with 273,383,553 new Shares, being the number of Shares not exceeding 20% of the issued share capital of the Company as at the date of the SGM for passing such resolution, assuming no further issue or repurchase of Shares from the Latest Practicable Date up to the date of the SGM.

– 7 –

LETTER FROM THE BOARD

The New General Mandate will, if granted at the SGM, remain effective until 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 to be held in accordance with Bermuda law or the Bye-Laws; and (iii) its revocation or variation by ordinary resolution of the Shareholders in general meeting.

The Independent Board Committee comprising Mr. Leung Wai Man, Mr. Kwok Chuen Hung, Dominic and Mr. Ho Chun Ki, Frederick, all being the independent non-executive Directors, has been formed to advise the Independent Shareholders on the proposed refreshment of the Existing General Mandate. The Independent Financial Adviser has been appointed to advise the Independent Board Committee and the Independent Shareholders in this regard. The text of the letter from the Independent Board Committee is set out on page 13 of this circular and the letter from Independent Financial Adviser containing its advice is set out from pages 14 to 21 of this circular.

PROPOSED REFRESHMENT OF THE SCHEME MANDATE LIMIT

The Share Option Scheme was adopted by the Company pursuant to the written resolution of the Company on 2 August 2002. The Scheme Mandate Limit was set at 10% of the Shares in issue as at the date of adoption of the Share Option Scheme in compliance with the GEM Listing Rules. Subject to prior Shareholders’ approval, the Company may, at any time thereafter, refresh the Scheme Mandate Limit to the extent not exceeding 10% of the Shares in issue as at the date of the aforesaid Shareholders’ approval.

At the annual general meeting of the Company held on 6 August 2010, the Scheme Mandate Limit was refreshed to allow the Company to grant Options entitling holders to subscribe for Shares not exceeding 10% of the issued share capital of the Company of 915,583,556 Shares as at the date of approving the refreshment, which amounted to 91,558,355 Options.

– 8 –

LETTER FROM THE BOARD

Details of refreshment of the Scheme Mandate Limit and movements of Options granted under the Share Option Scheme are summarized as follows:

								**Details of **	**Details of **	**Details of **	**movements **	**movements **	**movements **	**movements **	**of **		**Options **	**Options **	**Options **	granted	granted	granted
	No. of Shares
	that may be
	issued upon
	exercise of all																								No. of
	options to be																								Options
	granted under																							outstanding
	the Scheme																								as at the
Date of	Mandate Limit						**No. **	of		**No. **	of			**No. **	of				**No **	of		**No. **	of		Latest
approval for	as at the date				Exercise		Options			Options				Options					Options			Options			Practicable
refreshment	of refreshment	Date of grant		Exercise period	price		granted		exercised				cancelled						lapsed		adjusted				Date
17 January 2008	42,385	25 February 2008	25	February 2008 to	HK$109.10		25,547			(6,300)				(6,944)						–		861			13,164
	(Note)			24 February 2011
		5 March 2008		5 March 2008 to	HK$133.00		16,838			(16,838)					–					–			–		–
				4 March 2011
19 March 2008	123,576	28 April 2008		28 April 2008 to	HK$97.40		123,576				–			(36,720)						–		5,160			92,016
	(Note)			27 April 2011
21 August 2008	125,689	27 March 2009	27 March 2009 to		HK$2.00		125,689		(125,689)						–					–			–		–
	(Note)			26 March 2010
30 March 2009	1,256,897	8 April 2009		8 April 2009 to	HK$2.50		602,184		(602,184)						–					–			–		–
	(Note)			7 April 2010
15 September	1,282,035	9 November 2009	9 November 2009 to		HK$5.00		1,282,000		(1,170,000)						–			(112,000)					–		–
2009				8 November 2010
							2,175,834		(1,921,011)					(43,664)				(112,000)				6,021			105,180

Note: All the exercise price and the number of Options were adjusted for share consolidation pursuant to the capital reorganization as approved by the Shareholders at the extraordinary general meeting of the Company held on 30 May 2009 and for the open offer as approved by the Shareholders at the extraordinary meeting of the Company held on 14 January 2009.

As shown in the above table, the Company has outstanding Options of 105,180 which can exercise into 105,180 Shares as at the Latest Practicable Date. The 105,180 Options, if exercised, represents approximately 0.015% of the total issued share capital of the Company.

It is proposed that subject to the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in the Shares to be issued pursuant to the exercise of the Options granted under the refreshed Scheme Mandate Limit and the passing of the relevant resolution at the SGM by the Shareholders, the Scheme Mandate Limit be refreshed so that the total number of securities, which may be issued upon exercise of all Options to be granted under the Share Option Scheme under the refreshed Scheme Mandate Limit as refreshed, shall not exceed 10% of the Shares in issue as at the date of approval of the Refreshment of Scheme Mandate Limit by the Shareholders at the SGM. Options previously granted under the Share Option Scheme (including without limitation those outstanding, cancelled, lapsed or exercised in accordance with the Share Option Scheme) will not be counted for the purpose of calculating the Scheme Mandate Limit as refreshed.

Pursuant to the GEM Listing Rules, the Shares which may be issued upon exercise of all outstanding Options granted and yet to be exercised under the Share Option Scheme or other schemes at any time will not exceed 30% of the Shares in issue from time to time. In accordance with note 2 to Rule 23.03(2) of the GEM Listing Rules, no Options shall be granted under the Share Option Scheme or any scheme(s) of the Company if this will result in the 30% limit being exceeded.

– 9 –

LETTER FROM THE BOARD

The Board considers that it is in the interests of the Company to refresh the Scheme Mandate Limit to permit the granting of further Options so as to provide incentives to, and recognise the contributions of, the Eligible Participants. The Board therefore decided to seek the approval of the Shareholders at the SGM to refresh the Scheme Mandate Limit.

As at the Latest Practicable Date, the Company has 1,366,917,767 Shares currently in issue. The Company has complied with Rule 23.03(4) of the GEM Listing Rules for the aforesaid Options granted. If the refreshment of the Existing Scheme Limit is approved at the SGM, based on the 1,366,917,767 Shares in issue as at the Latest Practicable Date and assuming no further Shares will be allotted and issued up to the date of the SGM, the Company will be authorised to grant Options under the Share Option Scheme for subscription of up to a total of 136,691,776 Shares, representing approximately 10% of the issued share capital of the Company as at the date of the SGM. The total number of Shares which may be issued upon exercise of the “refreshed” Existing Scheme Limit of 136,691,776 Shares together with all outstanding Options as at the Latest Practicable Date carrying the right to subscribe for 105,180 Shares is 136,796,956 Shares, representing approximately 10.01% of the total number of Shares in issue as at the date of SGM.

Any remaining available Options that are not granted under the Existing Scheme Limit, will not be granted in the future upon the approval of the Refreshment of Scheme Mandate Limit at the SGM. No Options may be granted if this will result in the number of Shares which may be issued upon exercise of all Options granted and yet to be exercised under the Share Option Scheme and any other share option schemes of the Company exceeds the 30% limit. As at the Latest Practicable Date, the Company has not adopted any share option schemes other than the Share Option Scheme.

Conditions of the Refreshment of Scheme Mandate Limit

The Refreshment of Scheme Mandate Limit is conditional upon:

1. the passing of the ordinary resolution by the Shareholders at the SGM to approve the Refreshment of Scheme Mandate Limit; and

2. the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in any new Shares which may be issued and allotted upon the exercise of the subscription rights attaching to the Options that may be granted under the refreshed limit of the Share Option Scheme, up to 10% of the issued share capital of the Company as at the date of passing of the relevant resolution at the SGM.

Application will be made to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Shares to be issued pursuant to the exercise of Options to be granted under the refreshed Existing Scheme Limit.

– 10 –

LETTER FROM THE BOARD

Reasons for the Refreshment of Scheme Mandate Limit

In view of the issued share capital of the Company has been enlarged since the dated of refreshment of the Scheme Mandate Limited on 6 August 2010, the Board considers that the Company should refresh of Scheme Mandate Limit based on the existing issued share capital of the Company as at the date of the SGM so that the Company will have more flexibility to provide incentives or rewards to participants to work towards enhancing the values of the Company and Shares for the benefit of the Company and Shareholders as a whole.

GENERAL

Pursuant to Rule 17.42A(1) of the GEM Listing Rules, the refreshment of the Existing General Mandate requires the approval of the Independent Shareholders at the SGM at which any controlling Shareholders and their associates or, where there is no controlling Shareholder, the Directors (excluding independent non-executive Directors) and the chief executive of the Company and their respective associates shall abstain from voting in favour of the relevant resolution to be proposed for the approval of such grant, and under Rule 17.47(4) of the GEM Listing Rules, any vote of the Shareholders at a general meeting must be taken by way of poll.

As at the Latest Practicable Date, the Company did not have any controlling Shareholder and Mr. Lien Wai Hung, being the executive Director, does not hold any interest or short positions in any Shares, underlying Shares and debentures of the Company as at the Latest Practicable Date. In the event that Mr. Lien Wai Hung obtains any interest or short positions in any Shares and debentures of the Company as at the date of the SGM, Mr. Lien Wai Hung and his associates, shall abstain from voting in favour of the ordinary resolution to approve the refreshment of the Existing General Mandate at the SGM. No Shareholder is required to abstain from voting for the resolution to approve the Refreshment of Scheme Mandate Limit. As at the Latest Practicable Date, none of Mr. Lien Wai Hung and his associates had indicated that they would vote against the resolution for the refreshment of the Existing General Mandate at the SGM.

THE SGM

A notice for convening the SGM is set out from pages 22 to 24 of this circular. The SGM will be convened for the purpose of considering and, if thought fit, passing the ordinary resolution to approve the refreshment of the Existing General Mandate and the Refreshment of Scheme Mandate Limit. A form of proxy for use at the SGM is enclosed with this circular.

Whether or not you are able to attend the SGM in person, you are requested to complete and return the accompanying form of proxy to the Company’s branch registrar in Hong Kong, Tricor Secretaries Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the SGM. Completion and return of the form of proxy shall not preclude you from attending and voting at the SGM (or any adjourned meeting thereof) should you so wish. The voting at the SGM will be taken by way of poll. An announcement will be made by the Company following the conclusion of the SGM to inform you the results.

– 11 –

LETTER FROM THE BOARD

RECOMMENDATIONS

Your attention is drawn to the letter from Independent Financial Adviser set out from pages 14 to 21 of this circular which contains its advice to the Independent Board Committee and the Independent Shareholders in connection with the refreshment of the Existing General Mandate and the principal factors and reasons it has taken into account in arriving at its recommendation.

The Independent Board Committee, having taken into account the advice of Independent Financial Adviser, considers that the refreshment of the Existing General Mandate is in the interests of the Company and the Shareholders as a whole and the terms of the New General Mandate are fair and reasonable so far as the Independent Shareholders are concerned, and accordingly recommends the Independent Shareholders to vote in favour of the relevant ordinary resolution to be proposed at the SGM for approving the refreshment of the Existing General Mandate. The full text of the letter from the Independent Board Committee is set out on page 13 of this circular.

The Directors consider that the refreshment of Existing General Mandate is in the interests of the Company and the Shareholders as a whole and the terms of the New General Mandate are fair and reasonable so far as the Independent Shareholders are concerned. Accordingly, the Directors recommend the Independent Shareholders to vote in favour of the relevant ordinary resolution to be proposed at the SGM to approve the refreshment of the Existing General Mandate.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Group. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein misleading.

As at the Latest Practicable Date, so far as the Directors were aware, none of the Directors or their respective associates were considered to have interest in any business which competes or may compete, either directly or indirectly, with the business of the Group or have or may have any other conflicts of interest with the Group pursuant to the GEM Listing Rules.

For and on behalf of the Board of

Xing Lin Medical Information Technology Company Limited Lien Wai Hung

Chairman

– 12 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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XING LIN MEDICAL INFORMATION TECHNOLOGY COMPANY LIMITED 杏林醫療信息科技有限公司[*]

(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)

(Stock Code: 8130)

15 December 2010

To the Independent Shareholders

Dear Sirs,

REFRESHMENT OF GENERAL MANDATE TO ALLOT AND ISSUE SHARES

We refer to the circular of the Company dated 15 December 2010 (the “ Circular ”) of which this letter forms part. Unless the context requires otherwise, capitalised terms used herein shall have the same meanings as defined in the Circular.

We have been appointed by the Board to advise the Independent Shareholders as to whether the refreshment of the Existing General Mandate is in the interests of the Company and the Shareholders as a whole and whether the terms of the New General Mandate are fair and reasonable so far as the Independent Shareholders are concerned.

Having considered the principal reasons and factors considered by, and the advice of, Independent Financial Adviser as set out in its letter of advice from pages 14 to 21 of the Circular, we are of the opinion that the refreshment of the Existing General Mandate is in the interests of the Company and the Shareholders as a whole and the terms of the New General Mandate are fair and reasonable so far as the Independent Shareholders are concerned. Accordingly, we recommend the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the SGM to approve the refreshment of the Existing General Mandate.

Yours faithfully

For and on behalf of the Independent Board Committee

Mr. Leung Wai Man Mr. Kwok Chuen Hung, Dominic Mr. Ho Chun Ki, Fredrick

Independent non-executive Directors

* For identification purposes only

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LETTER FROM DONVEX CAPITAL

The following is the full text of the letter from Donvex Capital Limited setting out their advice to the Independent Board Committee and the Independent Shareholders, which has been prepared for the purpose of inclusion in this circular.

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Unit 1305, 13th Floor, Carpo Commercial Building 18-20 Lyndhurst Terrace Central Hong Kong

15 December 2010

• To: The Independent Board Committee and the Independent Shareholders of Xing Lin Medical Information Technology Company Limited

Dear Sirs,

REFRESHMENT OF GENERAL MANDATE

INTRODUCTION

We refer to our engagement as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in relation to the New General Mandate and any extension thereof, details of which are set out in the letter from the Board contained in the circular of the Company dated 15 December 2010 to the Shareholders (the “Circular”), of which this letter forms part. Terms used in this letter have the same meanings as defined elsewhere in the Circular unless the context requires otherwise.

On 24 September 2010, the Company and a placing agent entered into the placing agreement pursuant to which the Company had allotted and issued a total of 227,800,000 new Shares under the Existing General Mandate. The placing was completed on 5 October 2010. After such issue of Shares, the remaining number of Shares to be issued under the Existing General Mandate have been reduced to 23,553 Shares. As a result of the Share Subscription, the Existing General Mandate was utilized as to approximately 99.99%. In order to allow the flexibility to raise further capital to finance future investments and/or for future business operations and development, the Board proposes to refresh the Existing General Mandate for the Directors to issue and allot new Shares not exceeding 20% of the issued share capital of the Company at the date of SGM.

In accordance with Rule 17.42(A) of the GEM Listing Rules, the New General Mandate requires the approval of the Independent Shareholders by way of poll at the SGM, at which any of the controlling Shareholders and their associates, or where there are no controlling Shareholders, Directors (excluding the independent non-executive Directors) and the chief executive and their respective associates shall abstain from voting in favour of the resolution approving the New General Mandate. To the best of the Company’s information and belief after

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LETTER FROM DONVEX CAPITAL

having made reasonable enquiries, as at the Latest Practicable Date, the Company has no controlling Shareholder. As at the Latest Practicable Date, Mr. Lien Wai Hung, being the executive director, together with his associates, shall abstain from voting in favour of the ordinary resolution to approve the New General Mandate at the SGM.

The Independent Board Committee, comprising all the independent non-executive Directors, namely Mr. Leung Wai Man, Mr. Kwok Chuen Hung, Dominic and Mr. Ho Chun Ki, Fredrick has been constituted to make recommendations to the Independent Shareholders in respect of the fairness and reasonableness of the New General Mandate. We, Donvex Capital Limited, have been appointed, with the approval of the Independent Board Committee, to give an independent opinion to the Independent Board Committee and the Independent Shareholders as to whether the New General Mandate and any extension thereof are fair and reasonable so far as the Independent Shareholders are concerned and in the interests of the Company and the Shareholders as a whole, and whether the Independent Shareholders should vote in favor of the resolution for approving the New General Mandate and any extension thereof.

BASIS OF OUR OPINION

In formulating our opinion and recommendations, we have relied on the information and representations supplied, and the opinion expressed, by the Directors and management of the Company and have assumed that such information and statements, and representations made to us or referred to in the Circular are true, accurate and complete in all material respects as of the date hereof and will continue as such at the date of the SGM. The Directors have jointly and severally accepted full responsibility for the accuracy of the information contained in the Circular. The Directors also confirmed that, having made all reasonable enquiries and to the best of their knowledge and belief, opinions expressed in the Circular have been arrived at after due and careful consideration and there are no material facts not contained in the Circular the omission of which would make any statement in the Circular misleading. We have no reasons to suspect that any material information has been withheld by the Directors or the management of the Company, or is misleading, untrue or inaccurate, and consider that they may be relied upon in formulating our opinion.

We consider that we have reviewed sufficient information to reach an informed view, to justify reliance on the accuracy of the information contained in the Circular and to provide a reasonable basis for our recommendation. We have not, however, for the purpose of this exercise, conducted any independent investigation or audit into the businesses or affairs or future prospects of the Group. Our opinion is necessarily based on financial, economic, market and other conditions in effect and the information made available to us as at the Latest Practicable Date.

Based on the foregoing, we confirm that we have taken all reasonable steps, which are applicable to the New General Mandate, as referred to in Rule 17.92 of the GEM Listing Rules.

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LETTER FROM DONVEX CAPITAL

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion regarding the New General Mandate and any extension thereof, we have considered the following principal factors and reasons:

1. Background to and reasons for the grant of the New General Mandate and any extension thereof

The Company is an investment holding company and its subsidiaries are principally engaged in the provision of Wi-Fi/REID medical information digitalization system to healthcare sector in the People’s Republic of China and property investment.

On 24 September 2010, the Company and a placing agent entered into the placing agreement pursuant to which the Company had allotted and issued a total of 227,800,000 new Shares under the Existing General Mandate. The placing was completed on 5 October 2010. After such issue of Shares, the remaining number of Shares to be issued under the Existing General Mandate have been reduced to 23,553 Shares. As a result of the Share Subscription, the Existing General Mandate was utilized as to approximately 99.99%. In order to allow the flexibility to raise further capital to finance future investments and/or for future business operations and development, the Board proposes to refresh the Existing General Mandate for the Directors to issue and allot new Shares not exceeding 20% of the issued share capital of the Company at the date of SGM.

On 8 October 2010 (after the trading hours of the Stock Exchange), the Company entered into the Placing Agreement with the Placing Agent, pursuant to which the Company has conditionally agreed to place, through the Placing Agent, up to 1,600,000,000 Placing Shares in one or more tranches provided that the number of the Placing Shares for each tranche is in integral multiples of 1,000,000, on best effort basis, to independent Placees at a price of HK$0.10 per Placing Share. The maximum gross proceeds and the maximum net proceeds from the Placing will be HK$160 million and approximately HK$158 million respectively, which are intended to be used for repayment of the Promissory Note.

Although we were also advised that the Directors do not expect immediate funding need for the Group’s current operations, the Directors are of the view, and we concur with their view, that the granting of the New General Mandate and any extension thereof are in the interest of the Company and its Shareholders as a whole as the Company will be in a position to capture suitable fund raising opportunities which may arise from time to time and thereby maintain the financial flexibility for the Group’s future business development.

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LETTER FROM DONVEX CAPITAL

In view of the above and having considered that the grant of the New General Mandate and any extension thereof shall (i) provide the Directors with greater autonomy and flexibility to respond to the competitive and rapidly changing capital market in a timely manner; (ii) provide the Company with flexibility to raise additional fund as general working capital or to capture any potential business opportunity as and when it arises; and (iii) offer the Company an opportunity to raise fund by equity financing, which is important to the growth and development of the Group given the nature of equity financing is non-interest bearing and requires no collaterals or pledge of securities, we are of the view that the grant of the New General Mandate and any extension thereof are in the interests of the Company and the Shareholders as a whole.

2. Other financing alternatives

We understand from the management of the Company that apart from equity financing, the Board will also consider other financing alternatives such as debt financing as possible fund raising method for the Group. However, debt financing shall inevitably create interest payment obligations on the Group and it may be subject to lengthy due diligence and negotiations between the Group and the financiers. In addition, the ability of the Group to obtain bank borrowings usually depends on the profitability and financial standing of the Group as well as the then prevailing market condition. In light of the above and the loss-making track record of the Group for the two years ended 31 March 2009 and 31 March 2010, the management of the Company considers debt financing to be relatively uncertain and time-consuming as compared to equity financing and is of the view that it is critical for the Company to have flexibility in accessing various possible equity financing opportunities. The management of the Company further advised us that they would exercise due and careful consideration when deciding the method of financing for the Group.

We consider that the grant of the New General Mandate and any extension thereof will provide the Company with an additional alternative and it is reasonable for the Company to have the flexibility in deciding the financing methods for its future business development and/or possible investment. Accordingly, we consider that the grant of the New General Mandate and any extension thereof are in the interests of the Company and its Shareholders as a whole.

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LETTER FROM DONVEX CAPITAL

3. Fund raising activities of the Company in the past twelve months

Date of			Proposed use of	Actual use of proceeds as at the
announcement	Event	Net proceeds	proceeds	Latest Practicable Date
24 September 2010	The placing of up to	Approximately	For the repayment of	HK$40.6 million has been utilized
	227,800,000 new	HK$40.6 million	the promissory note	for the repayment of the
	Shares, on a best			promissory note. The proceeds
	effort basis, at			have been used as intended.
	HK$0.181 per Share
20 August 2010	The placing of up to	Approximately	For the repayment of	HK$38.4 million has been utilized
	189,850,000 new	HK$38.4 million	the promissory note	for the repayment of the
	Shares (after the			promissory note. The proceeds
	adjustment from the			have been used as intended.
	Capital Re-
	organisation), on a
	best effort basis, at
	HK$0.205 per Share
30 April 2010	Open offer of	Approximately	For the repayment of	HK$180.8 million has been
	1,831,167,113 offer	HK$180.8 million	the promissory note	utilized for the repayment of the
	shares (before the			promissory note. The proceeds
	adjustment from the			have been used as intended.
	Capital Re-
	organisation) on the
	basis of one offer
	share or every four
	existing Shares

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LETTER FROM DONVEX CAPITAL

Date of			Proposed use of	Actual use of proceeds as at the
announcement	Event	Net proceeds	proceeds	Latest Practicable Date
20 October 2009	The placing of up to	Approximately	The Company will	Within 70% of proceeds reserved
	5,000,000,000 new	HK$484 million	reserve at least 70%	for first year MIDS rollout,
	Shares (before the		of the proceeds for	approximately HK$180 million
	adjustment from the		first year MIDS	has been utilized for the
	Capital Re-		rollouts. The	implementation of MIDS at
	organisation) in one		Company does not	hospitals contracted and to be
	or more tranches, on		intend to apportion	contracted, approximately
	a best effort basis, at		any specific portion	HK$53 million has been utilized
	HK$0.10 per Share		of the proceeds for	as working capital for the
			general working	rollout of MIDS and
			capital uses.	approximately HK$106 million
			However, the	has been deposited in bank
			remaining balance	accounts of the Group, which is
			after spending on	reserved for subsequent
			MIDS rollout and	implementations of MIDS at
			business expansion,	hospitals contracted and to be
			if any, will be kept	contracted. Currently, the
			for general working	Company is engaging 2
			capital purposes.	hospitals in various stages of
				MIDS rollout and the total
				estimated cost for contracted
				hospitals is approximately
				HK$100 million. The remaining
				of approximately HK$145
				million proceeds has been
				utilized for the investment in
				the healthcare I.T. sector of the
				People’s Republic of China as
				business expansion. The
				proceeds have been used as
				intended.

Save as disclosed above, the Directors confirmed that the Company has not conducted any other fund raising activities during the past twelve months immediately prior to the Latest Practicable Date. As advised by the Directors, we noted that the total net proceeds of approximately HK$743.8 million in which received HK$145 million has been designated to fund the acquisitions of healthcare I.T. sector, HK$259.8 million was applied to the repayment of the Promissory Note, HK$145 million has been utilized for the investment in the healthcare I.T. sector of the PRC, HK$135 million has been utilized towards the medical imaging component of MIDS including approximately HK$20 million for hardware procurement, software development and installation, HK$45 million has been utilized toward the health records management component of MIDS, approximately HK$53 million has been utilized as working capital and various procurement for the rollout of MIDS, approximately HK$106 million has been deposited in bank accounts of the Group. As such, we are of the view that the actual use of net proceeds was in line with the intended use of net proceeds as stated in their respectively announcements of the abovementioned fund raising activities.

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LETTER FROM DONVEX CAPITAL

Although the Company still has unutilized amount of the net proceeds of HK$106 million from the above mentioned fund raising activities, the management confirms that such unutilized net proceeds would be retained and committed for MIDS implementation and there is no change in the intended use of the reserved proceeds. We consider that (i) the grant of the New General Mandate before the completion of the Placing will provide the Company the flexibility in deciding the financing methods for its future business development and/or possible investment and (ii) the net proceeds from the Placing is used for the repayment of the Promissory Note which would not improve the cash flow of the Company, although the Company does not have immediate need of fund raising as at the Latest Practicable Date. Accordingly, we consider that the grant of the New General Mandate before the completion of the Placing and any extension thereof are fair and reasonable and in the interests of the Company and its Shareholders as a whole.

4. Potential dilution to shareholding of the Independent Shareholders

The table below sets out the shareholding structure of the Company as at the Latest Practicable Date and, for illustrative purpose, the potential dilution effect on the shareholdings upon full utilization of the New General Mandate, assuming no Shares are issued or repurchased by the Company during the period between the Latest Practicable Date and the date of the SGM:

																		Upon completion of the	Upon completion of the	Upon completion of the	Upon completion of the	Upon completion of the	Upon completion of the	Upon completion of the
																			Placing (assuming the
																			1,600,000,000 Placing							Upon completion of the Placing
																			Shares are placed in								(assuming the 1,600,000,000
																		full) and completion of									Placing Shares are placed in
																			the Subscription								full) and completion of the
																			**(assuming **		the						Subscription (assuming the
																			**conversion **	of the							conversion of the Convertible
																		Convertible Bonds into									Bonds into Conversion Shares
																			Conversion Shares to								to the extent of the PN Holder
																			the extent of the PN								being interested in 29.9%
																		**Holder being **		interested							issued share capital of the
										**Upon completion **					of the				in 29.9% issued share								Company) and completion of
		As at the Latest									**full utilization **			of the					**capital of **		the						the full utilization of the Issue
		**Practicable **		Date							Issue Mandate								Company)								Mandate
		Number of									Number of								Number of								Number of
		Shares					%				Shares				%				Shares			%					Shares %
Substantial Shareholders
Growth Harvest Limited		251,684,210				18.42					251,684,210				15.34				–				–				–	–
The PN Holder (Note)		–					–				–				–				1,158,138,136			29.90					1,158,138,136 24.43
Transferee(s) of the
Convertible Bond		–					–				–				–				593,546,074			9.31					593,546,074 12.52
Public Shareholders
Existing Public
Shareholders		1,115,233,557				81.57					1,115,233,557				67.99				2,715,233,557			60.78					2,715,233,557 57.28
New Shareholders upon
full utilization of New
General Mandate		–					–				273,383,553				16.67				–				–				273,383,553 5.77
Total		1,366,917,767			100.00						1,640,301,320				100				4,466,917,767			100.00					4,740,301,320 100.00

Note: Growth Harvest Limited, which is beneficially owned as to 72% by Ms. Tan Ting Ting (“Ms. Tan”) and as to 28% by Mr. Sin Chun Shing (“Mr. Sin”), being the substantial shareholder of the Company and the existing holder of the Promissory Note.

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LETTER FROM DONVEX CAPITAL

As illustrated in the above table, assuming no Shares are issued or repurchased by the Company during the period between the Latest Practicable Date and the date of the SGM, the aggregate shareholding of the existing public Shareholders will be reduced from approximately 81.57% to approximately 23.53% upon full utilization of the New General Mandate, full issue of Conversion Shares and upon the completion of the Placing. The potential dilution to the shareholding of the existing Shareholders represents a dilution of approximately 58.04%. Taking into account the aforementioned benefits of granting the New General Mandate and the fact that the shareholding of all Shareholders will be diluted to the same extent, we consider the potential dilution of shareholding to be acceptable.

Although the aggregate shareholding of the existing public Shareholders will be reduced from approximately 81.57% to approximately 23.53% upon full utilization of the New General Mandate, full issue of Conversion Shares and upon the completion of the Placing, we are of the view that the grant of the New General Mandate and any extension thereof are in the interests of the Company and its Shareholders as a whole considering that (i) the grant of the New General Mandate would allow the Company the flexibility in deciding the financing methods for its future business development and/or possible investment; and (ii) the above flexibility would outweigh the dilution effect of the existing shareholders of the Company as the proceeds from Placing is used for the partial repayment of the Promissory Note and the issue of Convertible Bonds is used for the repayment of the balance of the Promissory Note. The Company would not be able to repay the Promissory Note upon its maturity under the circumstances that the Company has not raised fund from the Placing and issued the Convertible Bond to the PN holder.

RECOMMENDATION

Having considered the abovementioned principal factors and reasons, we consider that the New General Mandate and any extension thereof are fair and reasonable so far as the Independent Shareholders are concerned and in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Board Committee to advise the Independent Shareholders, as well as the Independent Shareholders, to vote in favour of the resolution to approve the New General Mandate and any extension thereof at the SGM.

Yours faithfully, For and on behalf of

Donvex Capital Limited Doris Sy Director

– 21 –

NOTICE OF SGM

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XING LIN MEDICAL INFORMATION TECHNOLOGY COMPANY LIMITED 杏林醫療信息科技有限公司[*]

(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)

(Stock Code: 8130)

NOTICE IS HEREBY GIVEN that a special general meeting (the “ Meeting ”) of Xing Lin Medical Information Technology Company Limited (the “ Company ”) will be held at Board Room, 1st Floor, South Pacific Hotel, 23 Morrison Hill Road, Wanchai, Hong Kong at 11:00 a.m., on Monday, 10 January 2011 to consider and, if thought fit, to pass, with or without amendments, the following resolution:

ORDINARY RESOLUTION

1. “ THAT , to the extent not already exercised, the mandate to issue and allot shares of the Company given to the directors of the Company (the “ Directors ”) at the special general meeting of the Company held on 22 September 2010 be and is hereby revoked and replaced by the mandate THAT :

2. (a) subject to paragraph (c) of this resolution, and pursuant to the Rules Governing the Listing of Securities on the Growth Enterprise Market (the “ GEM ”) of The Stock Exchange of Hong Kong Limited, the exercise by the Directors during the Relevant Period (as hereafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which might require the exercise of such powers be and is hereby generally and unconditionally approved;

3. (b) the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which might require the exercise of such powers after the end of the Relevant Period;

4. (c) the aggregate nominal amount of the share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereafter defined); (ii) any Share Option Scheme (as hereafter defined) of the Company; (iii) the exercise of rights of

* For identification purposes only

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NOTICE OF SGM

conversion under the terms of any securities which are convertible into shares of the Company or warrants to subscribe for shares of the Company; or (iv) any scrip dividend or other similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company pursuant to the bye-laws of the Company, shall not exceed 20 per cent. of the issued share capital of the Company as at the date of passing of this resolution and the approval in paragraph (a) of this resolution shall be limited accordingly; and

• (d) for the purpose of this resolution, “ Relevant Period ” means the period from 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 revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and

• (iii) the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable laws to be held.

“ Rights Issue ” means an offer of shares open for a period fixed by the Directors to holders of shares of the Company on the register of members on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions 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 any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange applicable to the Company); and

“ Share Option Scheme ” means a share option scheme or similar arrangement for the time being, as varied from time to time, adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries and/or other eligible person of shares or rights to acquire shares of the Company.”

1. “ THAT subject to and conditional upon the granting by the Listing Committee of the Stock Exchange of, the listing of and permission to deal in, the Shares to be issued pursuant to the exercise of options granted under the refreshed scheme mandate limit (the “ Scheme Mandate Limit ”) under the share option scheme adopted by written resolution of the Company on 2 August 2002 in the manner as set out in paragraph (a) of this resolution below,

2. (a) the refreshment of the Scheme Mandate Limit of up to 10 per cent. of the Shares in issue as at the date of passing of this resolution be and is hereby approved; and

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NOTICE OF SGM

• (b) the Directors be and are hereby authorised do all such acts and things and execute all such documents, including under seal where applicable, as they consider necessary or expedient to give effect to the foregoing arrangement.”

For and on behalf of the Board of

Xing Lin Medical Information Technology Company Limited Lien Wai Hung Chairman

Hong Kong, 15 December 2010

Registered office:

Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Principal place of business in Hong Kong:

Room 2111, 21/F

Shun Tak Centre West Tower 168-200 Connaught Road Central Hong Kong

Notes:

1. A member entitled to attend and vote at the SGM is entitled to appoint one or more proxy to attend and, subject to the bye-laws of the Company, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the SGM 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. Whether or not you intend to attend the SGM in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the SGM or any adjournment thereof, should be so wish.

3. In order to be valid, the form of proxy, together with a power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority must be deposited at 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 appointed for holding the SGM or any adjournment thereof.

4. In the case of joint holders of shares, any one of such holders may vote at the SGM, either personally or by proxy, in respect of such share as if he was solely entitled thereto, but if more than one of such joint holder are present at the SGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.

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