Deson Development International Holdings Limited — Proxy Solicitation & Information Statement 2014

Jul 3, 2014

==> picture [37 x 34] intentionally omitted <==

DESON DEVELOPMENT INTERNATIONAL HOLDINGS LIMITED 迪臣發展國際集團有限公司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 262)

FORM OF PROXY FOR 2014 ANNUAL GENERAL MEETING

==> picture [36 x 36] intentionally omitted <==

No. of shares to which this form of proxy relates [(Note][1)]

==> picture [36 x 35] intentionally omitted <==

I/We [(Note][2)] . (of )

being the registered shareholder(s) of DESON DEVELOPMENT INTERNATIONAL HOLDINGS LIMITED (the “Company”) hereby appoint [(Note][3)] the Chairman of the 2014 Annual General Meeting (the “Meeting”) or (of ) or failing him (of )

as my/our proxy/proxies to attend and vote for me/us and on my/our behalf at the Meeting to be held at 11th Floor, Nanyang Plaza, 57 Hung To Road, Kwun Tong, Kowloon, Hong Kong on 11 August 2014 at 10:30 a.m. and at any adjournment thereof on the resolutions referred to in the Notice of the Annual General Meeting as indicated below:

		Ordinary Resolutions		For (Note 4)	For (Note 4)	Against (Note 4)	Against (Note 4)
	1.	To receive, consider and adopt the audited consolidated financial statements and the reports of
		directors and auditors for the year ended 31 March 2014.
	2.	To approve the payment of a final dividend for the year ended 31 March	2014 of HK1.3 cents per
		share.
	3(A).	To re-elect Mr. Tjia Boen Sien as executive director of the Company.
	3(B).	To re-elect Mr. Keung Kwok Cheung as executive director of the Company.
	3(C).	To re-elect Mr. Siu Man Po who has served the Company as independent	non-executive director for
		more than nine (9) years as an independent non-executive director of the Company.
	3(D).	To re-elect Mr. Siu Kam Chau as an independent non-executive director of the Company.
	4.	To authorize the board of directors to fix the remuneration of the directors.
	5.	To re-appoint Messrs. Ernst & Young as auditors of the Company and authorize the board of directors
		to fix their remuneration.
	6(A).	To give a general mandate to the directors to allot shares not exceeding	20% of the issued	share
		capital of the Company.
	6(B).	To give a general mandate to the directors to repurchase shares not exceeding 10% of the		issued
		share capital of the Company.
	6(C).	To extend the general mandate in 6(A) above by the amount of repurchased	shares.
	Dated	thisday of2014.	Signature (Note 5)

Notes:

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

2. Full name(s) and address(es) to be inserted in BLOCK CAPITALS . The names of all joint holders should be stated.

3. If any proxy other than the Chairman of the Meeting is preferred, delete words “THE CHAIRMAN OF THE 2014 ANNUAL GENERAL MEETING” and insert the name and address of the proxy desired in the space provided.

4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTIONS, TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS, TICK THE BOX MARKED “AGAINST”. Failure to tick a box will entitle your proxy to cast your vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting (or any adjournment thereof) other than those referred to in the notice convening the Meeting.

5. This instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorized in writing or, if the appointor is a corporation, either under its seal or under the hand of any officer, attorney or other person authorized to sign the same.

6. In order to be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of attorney or authority, must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.

7. Where there are joint holders of any share of the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the Meeting, the most senior shall alone be entitled to vote, whether in person or by proxy. For this purpose, seniority shall be determined by the order in which the names stand on the register of members of the Company in respect of the joint holding.

8. Any shareholder entitled to attend and vote at the Meeting convened by the above notice shall be entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a shareholder of the Company.

9. Any alteration made to this form of proxy must be initialed by the person who sign it.

10. Completion and deposit of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the Meeting convened or any adjourned meeting and in such event, the form of proxy will be deemed to be revoked.

* For identification only