Dadi International Group Limited — Proxy Solicitation & Information Statement 2016

Mar 7, 2016

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)

FORM OF PROXY

Proxy Form for use by the shareholders of Zhi Cheng Holdings Limited (the “Company”) at the Special General Meeting (the “Meeting”) to be held at Fuchsia Room, 3/F Gateway Hotel, Harbour City, Kowloon, Hong Kong on Wednesday, 23 March 2016 at 11:00 a.m. (or any adjournment thereof)

I/We (Note 1)

of

being the registered holder(s) of (Note 2)

share(s) of HK$0.01 each in the share capital of the Company

hereby appoint the chairman of the Meeting (the “ Chairman ”) or (Note 3) of

as my/our proxy to attend and vote for me/us and on my/our behalf at the Meeting to be held at Fuchsia Room, 3/F Gateway Hotel, Harbour City, Kowloon, Hong Kong on Wednesday, 23 March 2016 at 11:00 a.m. (or any adjournment thereof) on the undermentioned resolutions as indicated, and, if no such indication is given, as my/our proxy thinks fit:

		ORDINARY RESOLUTIONS		For (Note 4)	For (Note 4)	Against (Note 4)	Against (Note 4)
1.	(a)	To approve, confirm and ratify the subscription agreement dated 5 February 2016 entered into
		between the Company and China Smartpay Group Holdings Limited	(the “First
		Subscription Agreement”) and the transactions contemplated thereunder;
	(b)	To authorise any director of the Company (the “Director”) to do such acts and things and
		take such steps he may consider necessary to give effect to or in connection with the First
		Subscription Agreement or any transactions contemplated thereunder; and
	(c)	To grant a specific mandate to the Directors to allot and issue shares in accordance with the
		terms and conditions of the First Subscription Agreement.
2.	(a)	To approve, confirm and ratify the subscription agreement dated 5 February 2016 entered into
		between the Company and UBS SDIC Asset Management (Hong Kong) Company Limited
		(the “Second Subscription Agreement”) and the transactions contemplated thereunder;
	(b)	To authorise any Director to do such acts and things and take such steps he may consider
		necessary to give effect to or in connection with the Second Subscription Agreement or any
		transactions contemplated thereunder; and
	(c)	To grant a specific mandate to the Directors to allot and issue shares in accordance with the
		terms and conditions of the Second Subscription Agreement.
3.	(a)	To approve, confirm and ratify the placing agreement dated 5 February 2016	entered into
		between (i) the Company; and (ii) Haitong International Securities Company	Limited and
		First Shanghai Securities (the “Placing Agreement”) and the transactions contemplated
		thereunder;
	(b)	To authorise any Director to do such acts and things and take such steps he may consider
		necessary to give effect to or in connection with the Placing Agreement or any transactions
		contemplated thereunder; and
	(c)	To grant a specific mandate to the Directors to allot and issue shares in accordance with the
		terms and conditions of the Placing Agreement.
Dated	this	day of 2016
Signature(s)		(Notes 5 to 9):
Notes:

1. Full name(s) and address(es) are to be inserted in BLOCK CAPITAL LETTERS. The names of all joint registered holders should be stated.

2. Please insert the number of shares registered in your name(s) to which the proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the share capital of the Company registered in your name(s).

3. MeetingA proxy (theneed“not Chairman be a member”) or” andof theinsertCompany.the nameIf youand addresswish to ofappointthe personsome appointedperson otherin thethanspacethe Chairmanprovided. A memberas your proxy,of thepleaseCompanydeleteentitledthe wordsto attend“the chairmanand vote ofat thethe Meeting is entitled to appoint in written form one or, if he is the holder of two or more shares, more proxies to attend and vote instead of him.

4. If you wish to vote for any of the resolutions set out above, please tick (“�”) the box marked “For”. If you wish to vote against any of the resolutions set out above, please tick (“�”) the box marked “Against”. If you wish to vote only part of the number of shares in respect of which the proxy is so appointed, please state the exact number of shares in lieu of tick (“�”) in the relevant box. If the 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, your proxy will, in relation to that particular proposed resolution, vote or abstain at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than that referred to in the notice convening the Meeting.

5. In the case of joint holders of shares, any one of such joint holders may vote, either in person or by proxy, in respect of such shares as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the Meeting personally or by proxy, then one of the said persons so present whose name stands first on the register in respect of such shares shall alone be entitled to vote in respect thereof.

6. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing, or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.

7. In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his/her attorney duly authorised in writing, or if the appointor is a corporation, either under seal, or under the hand of an officer or attorney duly authorised, and must be deposited with the Hong Kong branch share registrar and transfer office (the “ Hong Kong Branch Share Registrar ”) of the Company, Tricor Secretaries Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong (together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof) not less than 48 hours before the time fixed for holding of the Meeting or any adjournment thereof.

8. Completion and delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the Meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

9. Any alteration made to this form should be initialled by the person(s) who sign(s) the form.