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Dadi International Group Limited Proxy Solicitation & Information Statement 2012

Feb 14, 2012

51285_rns_2012-02-14_13a4faa0-9284-484f-89d7-fe47010eb89c.pdf

Proxy Solicitation & Information Statement

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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)

PROXY FORM

Form of proxy for use by the shareholders of Zhi Cheng Holdings Limited (the “Company”) at the special general meeting (the “Meeting”) to be convened and held 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 (note b) shares of HK$0.01 each of the Company hereby appoint the chairman (the “Chairman”) of the Meeting or of

to act as my/our proxy [(note][c)] at the Meeting to be held 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 and to vote on my/our behalf as directed below.

Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast by way of poll [(note][d)] .

Ordinary Resolution FOR
AGAINST
To approve the placing agreement dated 26 October 2011 entered into between the Company and
Kingston Securities Limited and the transactions contemplated thereunder.

Dated this day of 2012 Shareholder’s signature (notes e, f, g and h) Notes:

  • a. Full name(s) and address(es) are to be inserted in BLOCK CAPITALS . b. Please insert the number of Shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the Shares in the capital of the Company registered in your name(s).

  • c. A proxy need not be a member of the Company. If you wish to appoint some person other than the Chairman of the Meeting as your proxy, please delete the words “the Chairman of the Meeting or” and insert the name and address of the person appointed proxy in the space provided.

  • d. If you wish to vote for any of the resolutions set out above, please tick (“�”) the boxes marked “For”. If you wish to vote against any resolutions, please tick (“�”) the boxes marked “Against”. If this form returned is duly signed but without specific direction on any of the proposed resolutions, the proxy will vote or abstain at his/her discretion in respect of all resolutions; or if in respect of a particular proposed resolution there is no specific direction, the proxy will, in relation to that particular proposed resolution, vote or abstain at his/her discretion. A proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those set out in the notice convening the Meeting.

  • e. In the case of a joint holding, this form of proxy may be signed by any joint holder, but if more than one joint holder is present at the Meeting, whether in person or by proxy, that one of the joint holder whose name stands first on the register of members in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.

  • f. The form of proxy must be signed by a shareholder of the Company, or his/her attorney duly authorised in writing, or if the shareholder is a corporation, either under its common seal or under the hand of an officer or attorney so authorised.

  • g. To be valid, this form of proxy together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority must be deposited at the Hong Kong branch share registrar of the Company, Tricor Secretaries Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not later than 48 hours before the time of the Meeting or any adjourned meeting.

  • h. Any alteration made to this form should be initialled by the person who signs the form.

  • For identification purposes only