Dadi International Group Limited — Proxy Solicitation & Information Statement 2011

May 5, 2011

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If 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 Zhi Cheng Holdings 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.

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

(formerly known as 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)

CAPITAL REORGANISATION CHANGE IN BOARD LOT SIZE RE-ELECTION OF DIRECTOR AND

NOTICE OF SPECIAL GENERAL MEETING

A notice convening the special general meeting of Zhi Cheng Holdings Limited to be held at Board Room, 1st Floor, South Pacific Hotel, 23 Morrison Hill Road, Wanchai, Hong Kong on Tuesday, 31 May 2011 at 11:00 a.m., or any adjournments thereof, is set out on pages 14 to 15 of this circular. Whether or not you intend to attend the meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company’s branch registrar in Hong Kong, Tricor Secretaries Limited at 26th Floor, Tesbury Center, 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 holding the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so wish.

• For identification purposes only

6 May 2011

CHARACTERISTICS OF THE GROWTH ENTERPRISE MARKET (“GEM”) OF THE STOCK EXCHANGE OF HONG KONG LIMITED (THE “STOCK EXCHANGE”)

GEM has been positioned as a market designed to accommodate companies to which a high 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 and no assurance is given that there will be a liquid market in the securities traded on GEM.

– i –

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
EXPECTED TIMETABLE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
NOTICE OF SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14

– ii –

DEFINITIONS

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

• “Adjusted Share(s)”

the ordinary share(s) of HK$0.01 each in the share capital of the Company immediately after the Capital Reorganisation becoming effective

• “Announcement” the announcement of the Company dated 21 April 2011 in respect of the Capital Reorganisation and change in board lot size

• “Board”

• board of Directors

• “Business Day”

• a day (other than a Saturday, a Sunday or days on which a typhoon signal 8 or above or black rainstorm signal is hoisted in Hong Kong at 10:00 a.m.) on which banks in Hong Kong are generally open for business

• “Bye-laws”

• the bye-laws of the Company from time to time

• “Capital Reorganisation”

• the Share Consolidation and the Capital Reduction

• “Capital Reduction”

• the proposal for the reduction of the par value of the issued Consolidated Shares from HK$0.20 each to HK$0.01 each by canceling HK$0.19 of the paid-up capital on each issued Consolidated Share

• “CCASS”

• the Central Clearing and Settlement System established and operated by HKSCC

• “Companies Ordinance”

• the Companies Ordinance, Chapter 32 of the Laws of Hong Kong

• “Companies Act” the Companies Act 1981 of Bermuda

• “Company”

Zhi Cheng Holdings Limited (formerly known as Xing Lin Medical Information Technology Company Limited), a company incorporated in the Cayman Islands and continued in Bermuda with limited liability and the issued Shares of which are listed on GEM;

• “Consolidated Share(s)”

• the ordinary share(s) of HK$0.20 each in the issued share capital of the Company immediately after the Share Consolidation becoming effective

– 1 –

DEFINITIONS

“Convertible Bond” the outstanding unsecured convertible bonds in aggregate principal amount of HK$500 million issued by the Company on 6 December 2009 conferring rights to convert the same into a total of 1,126 million Shares at the conversion price of HK$0.444 per Share (subject to adjustments)

• “Directors” directors of the Company

• “Existing Shares” ordinary shares of HK$0.01 each in the share capital of the Company immediately before the Capital Reorganisation becomes effective

• “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

• “HKSCC” Hong Kong Securities Clearing Company Limited

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

• “Latest Practicable Date”

• 5 May, 2011, being the latest practicable date for ascertaining certain information contained in this circular

• “Listing Committee” the listing sub-committee of the board of directors of GEM

• “Options”

• the share options issued or to be issued under the share option schemes adopted by the Company

• “Registrar”

• Tricor Secretaries Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, the Hong Kong branch share registrar and transfer office of the Company

• “SGM”

the special general meeting of the Company to be convened to consider and, if thought fit, approve the Capital Reorganisation, change in board lot size and re-election of director

– 2 –

DEFINITIONS

“Share(s)”	the Existing Shares, Consolidated Shares and/or the
	Adjusted Shares, as the case may be
“Share Consolidation”	the proposed consolidation of every twenty (20) issued
	Shares of HK$0.01 each into one (1) issued Consolidated
	Share of HK$0.20
“Shareholder(s)”	holder(s) of the issued Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong

– 3 –

EXPECTED TIMETABLE

The expected timetable for implementation of the Capital Reorganisation and the associated trading arrangements are set out below:

2011

Despatch of circular, notice of the SGM and form of proxy. . . . . . . . . . . . . . .Friday, 6 May	Despatch of circular, notice of the SGM and form of proxy. . . . . . . . . . . . . . .Friday, 6 May
Latest time for the Shareholders lodge the form of proxy for the SGM	. . .At 11:00 a.m. on
	Sunday, 29 May
SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . .At 11:00 a.m. on
	Tuesday, 31 May
Effective date of the Capital Reorganisation . . . . . . . . . . . . . . . . . . . . .	. .Wednesday, 1 June
Commencement of dealings in the Adjusted Shares . . . . . . . . . . . . . . .	. .Wednesday, 1 June
Original counter for trading in the Shares
in board lots of 5,000 Shares temporarily closes. . . . . . . . . . . . . . . . . . . . . . .9:00 a.m. on
	Wednesday, 1 June
Temporary counter for trading in board lots of 250 Adjusted
Shares (in the form of existing share certificates) opens . . . . . . . . . . . . . . . .9:00 a.m. on
	Wednesday, 1 June
First day of free exchange of certificates for the Shares into
new certificates for the Adjusted Shares . . . . . . . . . . . . . . . . . . . . . .	. .Wednesday, 1 June
Effective date of the new board lot size. . . . . . . . . . . . . . . . . . . . . . . . . . .Thursday, 16 June
Original counter for trading in the Adjusted Shares in new board
lots of 20,000 Adjusted Shares (only new certificates for
the Adjusted Shares can be traded at this counter) re-opens . . . . . . . . . . . . . .9:00 a.m. on
	Thursday, 16 June
Parallel trading in the Adjusted Shares (in the form of
new and existing certificates) commences . . . . . . . . . . . . . . . . . . . . . . . . . . . .9:00 a.m. on
	Thursday, 16 June
Designated broker starts to stand in the market to provide
matching services for the sale and purchase of odd lots of
the Adjusted Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Thursday, 16 June
Temporary counter for trading in board lots of 250 Adjusted
Shares (in the form of existing share certificates) closes . . . . . . . . . . . . . . . .4:00 p.m. on
	Thursday, 7 July

– 4 –

EXPECTED TIMETABLE

Parallel trading in the Adjusted Shares (in the form of

new and existing certificates) ends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4:00 p.m. on Thursday, 7 July

Designated broker ceases to stand in the market to provide matching services for the sale and purchase of odd lots of the Adjusted Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Thursday, 7 July

Last day of free exchange of certificates for the Shares into new certificates for the Adjusted Shares . . . . . . . . . . . . . . . . . . . . . . . . . .Monday, 11 July

All times stated in this circular refer to Hong Kong times. Dates stated in this circular for events in the timetable are indicative only and may be extended or varied. Any changes to the anticipated timetable for the Capital Reorganisation will be announced as appropriate.

– 5 –

LETTER FROM THE BOARD

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

(formerly known as 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. HO Chun Ki, Frederick Mr. LAI Miao Yuan

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

Head office and principal place

of business in Hong Kong:

Unit 2111, 21/F, Shun Tak Centre West Tower, 168-200 Connaught Road Central Hong Kong

6 May 2011

To the Shareholders and for information only, holders of Options and Convertible Bond

Dear Sir or Madam,

CAPITAL REORGANISATION CHANGE IN BOARD LOT SIZE RE-ELECTION OF DIRECTOR AND NOTICE OF SPECIAL GENERAL MEETING

Reference is made to the announcement issued by the Company dated 21 April, 2011 in respect of Capital Reorganisation and change of board lot size.

The purpose of this circular is to give details of (i) the Capital Reorganisation; (ii) change in board lot size; (iii) re-election of director; and (iv) the notice convening the SGM.

• For identification purposes only

– 6 –

LETTER FROM THE BOARD

CAPITAL REORGANISATION

The Directors propose to implement the Capital Reorganisation which involves:

(i) Share Consolidation

That every twenty (20) issued Shares of HK$0.01 each be consolidated into one (1) Consolidated Share of HK$0.20.

(ii) Capital Reduction

That (a) the par value of each of the issued Consolidated Shares be reduced from HK$0.20 each to HK$0.01 by cancelling the paid-up capital to the extent of HK$0.19 on each of the then issued Consolidated Shares and that the relevant amount of issued capital thereby cancelled be made available for the issue of Adjusted Shares of par value HK$0.01 each so that the authorized capital of the Company will continue to be HK$200,000,000 divided into 20,000,000,000 Adjusted Shares of HK$0.01 each; and (b) the credits arising from the reduction of issued share capital of the Company be transferred to the contributed surplus account of the Company and be applied to offset the accumulated losses of the Company to the extent as permitted by the laws of Bermuda and the Bye-laws.

The Capital Reorganisation is conditional upon fulfillment of certain conditions as more particularly described in the paragraphs headed “Conditions of the Capital Reorganisation” below.

As at the Latest Practicable Date, save for 94,925,000 Options entitling the holders thereof to subscribe for 94,925,000 Shares (subject to adjustment) and the Convertible Bond in the amount of HK$500 million entitling the holders thereof to convert the outstanding amount into 1,126 million Shares (subject to adjustment), the Company had no other outstanding warrants, options or convertible securities.

As at the Latest Practicable Date, the authorised share capital of the Company was HK$200,000,000 divided into 20,000,000,000 Shares, of which 4,466,917,767 Existing Shares were in issue and were fully paid or credited as fully paid. Assuming that no further Existing Shares are issued or repurchased between the Latest Practicable Date and the date of the SGM, immediately upon the Capital Reorganisation becoming effective, 223,345,888 Adjusted Shares of par value HK$0.01 each will be in issue and the authorised share capital of the Company will remain unchanged as HK$200,000,000 divided into 20,000,000,000 Adjusted Shares of par value HK$0.01 each.

The Capital Reorganisation will not result in any change in the relative rights of the Shareholders. Other than the relevant expenses incurred, the implementation of the Capital Reorganisation will have no effect on the consolidated net asset value, nor will it alter the underlying assets, business, operations, management or financial position of the Company or the interests of the Shareholders as a whole.

– 7 –

LETTER FROM THE BOARD

Effects Of The Capital Reorganisation

The following table sets out the effect of the Capital Reorganisation on the share capital of the Company before and immediately after the Capital Reorganisation as well as the amount of credit arising from the Capital Reduction, assuming no further new Shares are issued prior to the Capital Reorganisation becoming effective.

		Immediately after	Amount of credit
	Before the Capital	the Capital	arising from the
	Reorganisation	Reorganisation	Capital Reduction
Nominal value of	HK$0.01	HK$0.01	Not applicable
the share
Authorised share	HK$200,000,000	HK$200,000,000	Not applicable
capital	divided into	divided into
	20,000,000,000	20,000,000,000
	Shares	Adjusted Shares
Unissued share	HK$155,330,822.33	HK$197,766,541.12	Not applicable
capital	divided into	divided into
	15,533,082,233	19,776,654,111
	Shares	Shares
Issued share capital	HK$44,669,177.67	HK$2,233,458.88	HK$42,435,718.79
	divided into	divided into
	4,466,917,767	223,345,888
	Shares	Shares

Conditions of the Capital Reorganisation

The Capital Reorganisation is conditional upon:

• (a) the passing of the necessary resolution(s) by the Shareholders at the SGM to approve the Capital Reorganisation;

• (b) compliance with the relevant procedures and requirements under the GEM Listing Rules;

• (c) publication of a notice of capital reduction in Bermuda in accordance with section 46(2)(a) of the Companies Act;

• (d) on the date on which the Capital Reduction is to take effect, there are no reasonable grounds for believing that the Company is, or after the Capital Reduction would be, unable to pay its liabilities as they fall due; and

– 8 –

LETTER FROM THE BOARD

• (e) the Listing Committee of GEM granting the listing of, and permission to deal in, the Adjusted Shares to be allotted and issued for with upon the Capital Reorganisation becoming effective and any Adjusted Shares which may fall to be allotted and issued upon exercise of the Options and any of the Adjusted Shares which may be allotted and issued upon conversion of the Convertible Bond of the Company.

Subject to the fulfillment of the conditions above, the Capital Reorganisation is expected to be effective on the next Business Day following the fulfillment of the above conditions.

CHANGE OF BOARD LOT SIZE

The Board also proposes to change the board lot size for trading in the Shares from 5,000 Shares to 20,000 Adjusted Shares after the Capital Reorganisation becoming effective.

REASONS FOR THE CAPITAL REORGANISATION AND CHANGE IN BOARD LOT SIZE OF THE COMPANY

The Company is an investment holding company and its subsidiaries are principally engaged in the provision of Wi-Fi/RFID medical information digitalization system, property investment and provision of consultancy services.

The Capital Reorganisation will provide the Company with greater flexibility in issuing Adjusted Shares as and when appropriate and the change in board lot size would facilitate the trading and improve the liquidity of the Adjusted Shares. Hence, the Board is of the view that the Capital Reorganisation and change in board lot size are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Based on the closing price of HK$0.037 per Share as quoted on the Stock Exchange as at the date of the Announcement and the existing board lot size of 5,000 Shares, the prevailing board lot value is HK$185. On the basis of the aforesaid closing price and the new board lot size of 20,000 Adjusted Shares, the new board lot value would be HK$14,800.

APPLICATION FOR LISTING OF THE ADJUSTED SHARES

Application will be made by the Company to the Stock Exchange for the grant of the listing of, and permission to deal in, the Adjusted Shares which will be in issue upon the Capital Reorganisation becoming effective and any Adjusted Shares which may fall to be allotted and issued upon the exercise of the conversion rights attaching to the Convertible Bond and the exercise of the subscription rights of the Options.

The Adjusted Shares will rank pari passu in all respects with the Existing Shares in issue prior to the Capital Reorganisation becoming effective to each other and there will not result in any change in the relative rights attaching to the Shareholders.

– 9 –

LETTER FROM THE BOARD

The Adjusted Shares will be identical in all respects and rank pari passu in all respects with each other as to all future dividends and distributions which are declared, made or paid. Subject to the granting of the listing of, and permission to deal in, the Adjusted Shares on GEM, the Adjusted Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Adjusted Shares on GEM or such other date as determined by HKSCC.

Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

The Shares are listed and traded on GEM. None of the Shares is listed, or dealt in, on any other stock exchange, nor is any listing of or permission to deal in the Shares being, or proposed to be, sought on any other stock exchange.

FRACTIONAL ADJUSTED SHARES AND ODD LOT TRADING ARRANGEMENT

Fractional Adjusted Shares, if any, will not be issued by the Company to the Shareholders. Any fractional entitlements of the Adjusted Shares will be aggregated and sold for the benefit of the Company.

In order to facilitate the trading of odd lots, if any, of the Adjusted Shares, the Company will appoint Kingston Securities Limited to provide a matching service, on a best effort basis, to those Shareholders who wish to acquire odd lots of the Adjusted Shares to make up a full board lot, or to dispose of their holding of odd lots of the Adjusted Shares from Thursday, 16 June 2011 to Thursday, 7 July 2011 (both days inclusive).

Shareholders of odd lots of the Adjusted Shares may contact Ms. Rosita Kiu of Kingston Securities Limited (telephone number: 2298-6215) during the aforesaid period. Shareholders should note that matching arrangements of odd lots of Adjusted Shares is on a best effort basis and successful matching of the sale and purchase of such odd lots is not guaranteed. The Company will bear the costs relating to the matching arrangements of odd lots of the Adjusted Shares.

EXCHANGE OF NEW SHARE CERTIFICATES OF THE COMPANY

Subject to the Capital Reorganisation becoming effective, which is expected to be on Wednesday, 1 June 2011, Shareholders may, on or after Wednesday, 1 June 2011 until Monday, 11 July 2011 (both days inclusive) submit their existing share certificates for Shares to the Registrar in Hong Kong, Tricor Secretaries Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, to exchange, at the expense of the Company, for certificates for the Adjusted Shares (on the basis of twenty (20) existing Shares for one (1) Adjusted Share). It is expected that the new certificates for the Adjusted Shares will be available for collection within 10 Business Days after the submission of the existing share certificates to the

– 10 –

LETTER FROM THE BOARD

Registrar in Hong Kong for exchange. Thereafter, certificates for Shares will continue to be good evidence of legal title but will cease to be valid for dealings, trading and settlement purposes after the parallel trading in the Adjusted Shares ends and will be accepted for exchange for certificates for the Adjusted Shares only on payment of a fee of HK$2.50 (or such other amount as may from time to time be specified by the Stock Exchange) per certificate issued or cancelled, whichever is higher, payable by Shareholders to the Registrar in Hong Kong.

The new share certificates will be in the colour of pink in order to distinguish them from the existing share certificates which are yellow in colour.

ADJUSTMENTS TO THE OUTSTANDING OPTIONS AND THE OUTSTANDING CONVERTIBLE BOND

As at the Latest Practicable Date, the Company had 94,925,000 Options entitling the holders thereof to subscribe for 94,925,000 Existing Shares (subject to adjustment) and the outstanding Convertible Bond of HK$500 million which in aggregate entitling holders thereof to subscribe for 1,126 million Existing Shares (subject to adjustment). Save as disclosed above, the Company does not have any other outstanding options, convertible bonds or securities in issue which are convertible or exchangeable into Shares. As the Capital Reorganisation will cause adjustments to (i) the aggregate number of the new Adjusted Shares to be allotted and issue upon exercise of the outstanding Options and exercise of the conversion rights attaching to the Convertible Bond; and (ii) the exercise prices of the options and the conversion prices of the Convertible Bond, the Company will appoint the auditors of the Company to certify the necessary adjustments, if any, to the conversion prices of the Convertible Bond and the exercise prices and numbers of the outstanding Options. The Company will notify the holders thereof by way of announcement regarding adjustments to be made (if any) pursuant to the terms of the Options and the Convertible Bond of the Company. Further announcement will be made by the Company in this regard.

RE-ELECTION OF DIRECTOR

As announced by the Company on 31 March, 2011, Mr. Lai Miao Yuan (“Mr. Lai”) was appointed by the Board as an independent non-executive Director, a member of the audit committee, remuneration committee and nomination committee. Pursuant to the GEM Listing Rules, he shall hold office only until the next general meeting of the Company and shall then be eligible for re-election. Accordingly it is proposed to re-elect Mr. Lai as an independent non-executive director of the Company at the SGM.

Information of Mr. Lai which is required to be disclosed under the GEM Listing Rules is set out below:

Mr. Lai Miao Yuan (Independent non-executive Director), aged 39, holds a professional diploma of finance and accounting from The Overseas of Chinese Vocational School in the People’s Republic of China. Mr. Lai has worked with a film production company for a number of years and acquired extensive experience with the area of finance and accounting of film industry.

– 11 –

LETTER FROM THE BOARD

Mr. Lai has not entered into a service contract with the Company. In accordance with the byelaws of the Company, Mr. Lai is subject to retirement by rotation and re-election at the Company’s general meetings. Mr. Lai will receive a Director’s fee of HK$120,000 per annum which is determined with reference to his duties and responsibilities with the Company, the Company’s performance and the prevailing market situation. The Director’s fee for Mr. Lai will be reviewed annually by the Board with reference to his duties and responsibilities with the Company, the Company’s performance and the prevailing market situation.

Mr. Lai has no interest in any shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). Mr. Lai is not connected with any Directors, senior management, substantial shareholders or controlling shareholders of the Company (within the meaning of the GEM Listing Rules).

Mr. Lai does not hold any other position in the Company or any subsidiaries of the Company nor any other directorship in listed public companies in the last three years.

There is no further information relating to Mr. Lai that is required to be disclosed pursuant to Rules 17.50(2) of the GEM Listing Rules and there is no other matter in relation to the appointment of Mr. Lai that needs to be brought to the attention of the shareholders of the Company.

SGM

A notice convening the SGM at Board Room, 1st floor, South Pacific Hotel, 23 Morrison Hill Road, Wanchai, Hong Kong, on Tuesday, 31 May 2011 at 11:00 a.m. for the purpose of considering and, if thought fit, passing, with or without amendments, the special resolutions to approve the Capital Reorganisation and re-election of director set out on pages 14 to 15 of this circular.

A form of proxy for use by the Shareholders at SGM is enclosed. Whether or not you are able to attend the meeting in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Registrars, Tricor Secretaries Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as practicable but in any event not later than 48 hours before the time appointed for the holding of the meeting or the adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting at the meeting or any adjourned meeting thereof (as the case may be) should you so desire.

GENERAL

As at the Latest Practicable Date, none of the Directors, controlling Shareholder, or any of their respective associates have interests in businesses apart from the Group’s businesses which compete, or are likely to compete, either directly or indirectly, with the businesses of the Group, or any other conflict of interest which any of them has or may have with the Group.

– 12 –

LETTER FROM THE BOARD

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 Company. 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 or this circular misleading.

RECOMMENDATION

The Board considers that the Capital Reorganisation is in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors (including the independent non-executive Directors) recommend the Shareholders to vote in favour of the resolution at the SGM.

Yours faithfully,

For and on behalf of the Board Zhi Cheng Holdings Limited Lien Wai Hung

Executive Director

– 13 –

NOTICE OF SPECIAL GENERAL MEETING

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

(formerly known as 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 the special general meeting (the “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, 31 May 2011 at 11:00 a.m. to consider and, if thought fit, pass with or without amendments the following resolutions as special resolutions:

SPECIAL RESOLUTIONS

1. “ THAT subject to and conditional upon, (i) the Listing Committee of the Growth Enterprise Market operated by The Stock Exchange of Hong Kong Limited granting or agree to grant the listing of and permission to deal in the Adjusted Shares (as defined below); and (ii) compliance by the Company with the requirements of section 46(2) of the Companies Act 1981 of Bermuda to effect the Capital Reorganisation (as defined below), with effect from 9:30 a.m. on the business day next following the day on which this resolution is passed:

2. (a) every twenty (20) issued shares of par value of HK$0.01 each in the share capital of the Company (the “Shares”) be consolidated into one (1) issued share of par value of HK$0.20 each (the “Consolidated Shares”) (the “Share Consolidation”);

3. (b) the par value of each Consolidated Share be reduced from HK$0.20 to HK$0.01 by cancelling the paid-up capital to the extent of HK$0.19 on each Consolidated Share (the “Capital Reduction”);

4. (c) the relevant amount of issued share capital cancelled by the Capital Reduction be made available for the issue of Shares, such that the authorized capital of the Company will continue to be HK$200,000,000 divided into 20,000,000,000 shares of par value HK$0.01 each.

5. (d) the amount of credit arising from the Capital Reduction be credited to the contributed surplus account of the Company and the directors of the Company (the “Directors”) be and are hereby authorised to apply such amount in the

• For identification purposes only

– 14 –

NOTICE OF SPECIAL GENERAL MEETING

  - contributed surplus account of the Company to set-off against accumulated losses of the Company and in any manner permitted by the laws of Bermuda and the bye-laws of the Company; and

• (e) the Directors be and are hereby authorised generally to do all such acts, deeds and things and to sign all documents as they may, in their absolute discretion, deem necessary, desirable or appropriate to give effect and implement any of the foregoing.”

• Mr. Lai Miao Yuan be re-elected as an independent non-executive director of the Company.

By Order of the Board Zhi Cheng Holdings Limited Lien Wai Hung Executive Director

Hong Kong, 6 May 2011

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

Head office and principal place of business in Hong Kong: Unit 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 he 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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