Dufu Liquor Group Limited — Proxy Solicitation & Information Statement 2010

Nov 15, 2010

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NAM HING HOLDINGS LIMITED 南興集團有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 986)

PROXY FORM

Form of proxy for use by the shareholders of Nam Hing Holdings Limited (the “Company”) at the special general meeting (the “Meeting”) to be convened at 27th Floor, Yuen Long Trade Centre, 99-109 Castle Peak Road, Yuen Long, New Territories, Hong Kong, on 30 November 2010 at 3:00 p.m. (or any adjournment thereof).

I/We[(note a)]

of

being the holder(s) of the chairman (the “ Chairman ”) of the Meeting or of

[(note b) ] shares of HK$0.10 each of the Company (the “Shares”) hereby appoint

to act as my/our proxy[(note c)] at the Meeting to be held at 27th Floor, Yuen Long Trade Centre, 99-109 Castle Peak Road, Yuen Long, New Territories, Hong Kong on 30 November 2010 at 3:00 p.m. and at any adjournment thereof and to vote on my behalf as directed below.

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

	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	FOR	AGAINST
1(a)	To approve, confirm and ratify the Agreement dated 16 July 2010 entered into between Nurture Power Limited as vendor, the Company as purchaser, and Ms. Pan Chien-Pu and Mr. Guo Jian Min as guarantors (as detailed in the circular of the Company dated 15 November 2010) and the transactions contemplated thereunder including but not limited to the issue of the convertible notes (the “Convertible Notes”) in the principal amount of up to HK$99,000,000, subject to the settlement method of the consideration, and the allotment and the issue of the Conversion Shares upon the exercise of the conversion right attached to the Convertible Notes
1(b)	To authorize any one or more of the directors (“Directors”) of the Company to sign, execute, perfect, deliver and do all such documents, deeds, acts, matters and things, as the case may be, as they may in their discretion consider necessary desirable or expedient to carry and implement the Agreement and all the transactions completed thereunder into full effect
Dated this Shareholder’s signature			day of	2010 (note e, f, g, and h)

Notes:

• a. Full name(s) and address(es) are to be inserted in BLOCK LETTERS .

• b. Please insert the number of Shares registered in your name(s). If no number is inserted, this proxy form 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 shareholder 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 (“✓” the boxes marked “For”. If you wish to vote against any resolutions, please tick “✓” the boxes marked “Against”.

• e. The form of proxy shall be in writing under the hand of the appointer or of his attorney duly authorized in writing or, if the appointer is a corporation, either under its seal or under the hand of an officer, attorney or other person authorized to sign the same.

• f. Delivery of the form of proxy shall not preclude a shareholder from attending and voting in person at the SGM and in such event, the form of proxy shall be deemed to be revoked.

• g. Where there are joint shareholders any one of such joint shareholders may vote, either in person or by proxy, in respect of such shares as if he were solely entitled thereto, but if more than one of such joint shareholders be present at the SGM the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint shareholders, and for this purpose seniority shall be determined by the order in which the names stand in the register of shareholders of the Company in respect of joint holding.

• h. This form of proxy and (if required by the board of directors of the Company) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to the Company’s Branch Share Registrar in Hong Kong, Tricor Tengis Limited, at 26 Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the SGM or any adjournment thereof at which the person named in the form of proxy proposes to vote, or in the case of a poll taken subsequently to the date of the SGM or any adjournment thereof, not less than 24 hours before the time appointed for the taking of the poll and in default the form of proxy shall not be treated as valid.

• For identification purposes only