Dadi International Group Limited — Proxy Solicitation & Information Statement 2012

Mar 5, 2012

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

(incorporated in the Cayman Islands and continued in Bermuda with limited liability) (Stock Code: 8130) SECOND PROXY FORM

Second form of proxy for use by shareholders of Zhi Cheng Holdings Limited (the “Company”) at the special general meeting (the “Meeting”) to be convened at Board Room, 1st Floor, South Pacific Hotel, 23 Morrison Hill Road, Wanchai, Hong Kong on Friday, 30 March 2012 at 11:00 a.m. and at any adjournment thereof.

I/We ( note a ) of being the holder(s) of

ZHI CHENG HOLDINGS LIM智城控股有限公司*_(incorporated in the Cayman Islands and continued in Bermuda with _(Stock Code: 8130)SECOND PROXY FORMSecond form of proxy for use by shareholders of Zhi Cheng Holdings Limited (the “Company”) at the special geat Board Room, 1st Floor, South Pacific Hotel, 23 Morrison Hill Road, Wanchai, Hong Kong on Friday, 30 Marthereof.I/We (note a)of	ZHI CHENG HOLDINGS LIM智城控股有限公司*_(incorporated in the Cayman Islands and continued in Bermuda with _(Stock Code: 8130)SECOND PROXY FORMSecond form of proxy for use by shareholders of Zhi Cheng Holdings Limited (the “Company”) at the special geat Board Room, 1st Floor, South Pacific Hotel, 23 Morrison Hill Road, Wanchai, Hong Kong on Friday, 30 Marthereof.I/We (note a)of	ZHI CHENG HOLDINGS LIM智城控股有限公司*_(incorporated in the Cayman Islands and continued in Bermuda with _(Stock Code: 8130)SECOND PROXY FORMSecond form of proxy for use by shareholders of Zhi Cheng Holdings Limited (the “Company”) at the special geat Board Room, 1st Floor, South Pacific Hotel, 23 Morrison Hill Road, Wanchai, Hong Kong on Friday, 30 Marthereof.I/We (note a)of	ZHI CHENG HOLDINGS LIM智城控股有限公司*_(incorporated in the Cayman Islands and continued in Bermuda with _(Stock Code: 8130)SECOND PROXY FORMSecond form of proxy for use by shareholders of Zhi Cheng Holdings Limited (the “Company”) at the special geat Board Room, 1st Floor, South Pacific Hotel, 23 Morrison Hill Road, Wanchai, Hong Kong on Friday, 30 Marthereof.I/We (note a)of	ZHI CHENG HOLDINGS LIM智城控股有限公司*_(incorporated in the Cayman Islands and continued in Bermuda with _(Stock Code: 8130)SECOND PROXY FORMSecond form of proxy for use by shareholders of Zhi Cheng Holdings Limited (the “Company”) at the special geat Board Room, 1st Floor, South Pacific Hotel, 23 Morrison Hill Road, Wanchai, Hong Kong on Friday, 30 Marthereof.I/We (note a)of	ZHI CHENG HOLDINGS LIM智城控股有限公司*_(incorporated in the Cayman Islands and continued in Bermuda with _(Stock Code: 8130)SECOND PROXY FORMSecond form of proxy for use by shareholders of Zhi Cheng Holdings Limited (the “Company”) at the special geat Board Room, 1st Floor, South Pacific Hotel, 23 Morrison Hill Road, Wanchai, Hong Kong on Friday, 30 Marthereof.I/We (note a)of	ZHI CHENG HOLDINGS LIM智城控股有限公司*_(incorporated in the Cayman Islands and continued in Bermuda with _(Stock Code: 8130)SECOND PROXY FORMSecond form of proxy for use by shareholders of Zhi Cheng Holdings Limited (the “Company”) at the special geat Board Room, 1st Floor, South Pacific Hotel, 23 Morrison Hill Road, Wanchai, Hong Kong on Friday, 30 Marthereof.I/We (note a)of	ZHI CHENG HOLDINGS LIM智城控股有限公司*_(incorporated in the Cayman Islands and continued in Bermuda with _(Stock Code: 8130)SECOND PROXY FORMSecond form of proxy for use by shareholders of Zhi Cheng Holdings Limited (the “Company”) at the special geat Board Room, 1st Floor, South Pacific Hotel, 23 Morrison Hill Road, Wanchai, Hong Kong on Friday, 30 Marthereof.I/We (note a)of	ZHI CHENG HOLDINGS LIM智城控股有限公司*_(incorporated in the Cayman Islands and continued in Bermuda with _(Stock Code: 8130)SECOND PROXY FORMSecond form of proxy for use by shareholders of Zhi Cheng Holdings Limited (the “Company”) at the special geat Board Room, 1st Floor, South Pacific Hotel, 23 Morrison Hill Road, Wanchai, Hong Kong on Friday, 30 Marthereof.I/We (note a)of	ZHI CHENG HOLDINGS LIM智城控股有限公司*_(incorporated in the Cayman Islands and continued in Bermuda with _(Stock Code: 8130)SECOND PROXY FORMSecond form of proxy for use by shareholders of Zhi Cheng Holdings Limited (the “Company”) at the special geat Board Room, 1st Floor, South Pacific Hotel, 23 Morrison Hill Road, Wanchai, Hong Kong on Friday, 30 Marthereof.I/We (note a)of
being the holder(s) of(note b) (I)REVOKE all proxy(ies) previously granted by me/us (if any) in respect of the Meeting; and(II)APPOINT the Chairman of the Meeting orofto act as my/our proxy (note c) at the Meeting to be held at Board Room, 1st Floor, South Pacific Hotel, 23 Mo30 March 2012 at 11:00 a.m. and at any adjournment thereof and to vote on my/our behalf as directed beloPlease make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll (note d).Ordinary Resolutions1.To approve the placing agreement dated 26 October 2011 entered into between the Companyand Kingston Securities Limited and the transactions contemplated thereunder2.To re-elect Mr. Chong Yiu Kan, Sherman as independent non-executive directorDated theday of2012Shareholder’s signature XX (notes e, f, g and h)Notes:aFull name(s) and address(es) are to be inserted in BLOCK CAPITALS.bPlease insert the number of shares registered in your name(s). If no number is inserted, this second form of proxy wiof the Company registered in your name(s).cA proxy need not be a member of the Company. If you wish to appoint some person other than the Chairman of the Chairman of the Meeting or” and insert the name and address of the person appointed proxy in the space provided.dIf you wish to vote for any of the resolutions set out above, please tick (“�”) the box(es) marked “For”. If you wish box(es) marked “Against”. If this second form of proxy returned is duly signed but without specific direction on any of that his discretion in respect of all resolutions; or if in respect of a particular proposed resolution there is no specific dproposed resolution, vote or abstain at his discretion. A proxy will also be entitled to vote at his discretion on any resset out in the notice convening the meeting.eIn the case of a joint holding, this second form of proxy may be signed by any joint holder, but if more than one joinor by proxy, that one of the joint holder whose name stands first on the register of members in respect of the relevant jthereof.fThe second form of proxy must be signed by a shareholder, or his attorney duly authorised in writing, or if the sharehor under the hand of an officer or attorney so authorised.									shares of HK$0.01 each of the Company hereby:
									rrison Hill Road, Wanchai, Hong Kong on Friday,w.
									FORAGAINST
	he placin Securitie	g agreement dated 26 Octos Limited and the transac	ber 20tions c	11 entontem	ered into plated th	between ereunder	the Company

IMPORTANT: A SHAREHOLDER WHO HAS ALREADY LODGED THE PROXY FORM (THE “FIRST PROXY FORM”) WHICH WAS SENT TOGETHER WITH THE CIRCULAR OF THE COMPANY DATED 14 FEBRUARY 2012 WITH THE COMPANY’S BRANCH SHARE REGISTRAR SHOULD NOTE THAT:

• (i) If no Second Proxy Form is lodged with the Company’s branch share registrar, the First Proxy Form will be treated as a valid proxy form lodged by it/him/her if correctly completed. The proxy so appointed by the Shareholder will be entitled to vote at its/his/her discretion or to abstain from voting on any resolution properly put to the Meeting (other than those referred to in the notice convening the Meeting and the First Proxy Form) including the resolution for the re-election of Director set out in the supplemental circular of the Company dated 5 March 2012.

• (ii) If the Second Proxy Form is lodged with the Company’s branch share registrar 48 hours prior to the time appointed for holding the Meeting (the “Closing Time”), the Second Proxy Form will revoke and supersede the First Proxy Form previously lodged by it/him/her. The Second Proxy Form will be treated as a valid proxy form lodged by the Shareholder if correctly completed.

• (iii) If the Second Proxy Form is lodged with the Company’s branch share registrar after the Closing Time, the proxy appointment under the Second Proxy Form will be invalid and it will also revoke the First Proxy Form previously lodged by the Shareholder, and any vote that may be cast by the purported proxy (whether appointed under the First Proxy Form or the Second Proxy Form) will not be counted in any poll which will be taken on proposed resolutions. Accordingly, Shareholders are advised not to lodge the Second Proxy Form after the Closing Time. If such Shareholders wish to vote at the Meeting, it/he/she will have to attend in person and vote at the Meeting itself/himself/herself.

If a Shareholder has any queries about the validity of its/his/her proxy form deposited, please contact the Company’s branch share registrar at 29801333.

• for identification purposes only