Dufu Liquor Group Limited — Proxy Solicitation & Information Statement 2011

Feb 22, 2011

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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)

Form of Proxy for use at the special general meeting to be held on Thursday, 10 March 2011

I/We (Note 1)

of

being the registered holder(s) of

shares (Note 2)

of HK$0.1 each in the share capital of the above-named Company (the “Company”), HEREBY APPOINT THE CHAIRMAN OF THE MEETING (Note 4) or of

as my/our proxy to attend the special general meeting (and at any adjournment thereof) of the Company to be held at 27/F., Yuen Long Trade Centre, 99-109 Castle Peak Road, Yuen Long, New Territories, Hong Kong on Thursday, 10 March 2011 at 3:00 p.m. for the purposes of considering and, if thought fit, passing the resolution as set out in the notice convening the said meeting and at such meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below.

ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	FOR(Notes 5＆6)	AGAINST(Notes 5＆6)
1.	To approve the agreement dated 28 October 2010 and entered into between Suzhou NamHing Industrial Laminate Co., Ltd. as vendor,蘇州市土地儲備中心(Suzhou MunicipalLand Reserve Centre**) (the “Land Reserve Centre”) as purchaser and蘇州國家高新技術產業開發區管理委員會(Suzhou National New & Hi-tech Industrial DevelopmentZone Management Committee**) as agent for the purchaser in relation to the sale andpurchase of a parcel of land situate at No. 148, Xiang Yang Road, Suzhou National New& Hi-tech Industrial Development Zone（蘇州國家高新技術產業開發區向陽路148號）and occupying an area of approximately 34,217.6 square meters at a consideration ofRMB62,506,663 and the transactions contemplated thereunder;
2.	To re-elect Ms. Chen Tong as an Executive Director of the Company;
3.	To re-elect Mr. Lam Kwun Fu as Independent Non-Executive Director of the Company;
4.	To re-elect Ms. Zhou Jue as Independent Non-Executive Director of the Company; and
5.	To re-elect Ms. Yao Zhengwei as Non-Executive Director.

Dated this

day of 2011. Signature (Note 7):

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.

2. Please insert the number of shares of the Company registered in your name(s). 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).

3. Any member of the Company entitled to attend and vote at the meeting is entitled to appoint another person as his/her proxy to attend and vote instead of him/her, and the proxy need not be a member of the Company but must attend the meeting in person to represent the member.

4. If any proxy other than the Chairman is preferred, strike out the words “ THE CHAIRMAN OF THE MEETING ” here inserted and insert the name and address of the proxy desired in the space provided. A member of the Company who is the holder of two or more shares may appoint more than one proxy to attend and vote on his/her behalf at the meeting provided that if more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

5. Please refer to the notice of meeting for the full text of the resolutions(s). IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED “AGAINST”. Failure to complete any or all the boxes will entitle your proxy to cast his/her votes at his discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

6. A person entitled to more than one vote on a poll need not use all his/her votes or cast all the votes he/she uses in the same way and in such cases, please state the relevant number of shares in the appropriate box(es) above.

7. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of an officer or attorney or other person duly authorized.

8. To be valid, this form of proxy together with the power of attorney (if any) or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company’s Branch Share Registrar in Hong Kong, Tricor Tengis Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding this meeting or the adjourned meeting.

9. All resolutions will be put to vote by way of poll at the meeting. Every member of the Company present in person (in the case of a member being a corporation, by its duly authorized representative) or by proxy shall have one vote for every fully paid share of which he is the holder.

10. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the Register of Members of the Company.

11. Completion and delivery of the form of proxy will not preclude you from attending and voting at the meeting and, in such event, the form of proxy shall be deemed to be revoked.

• for identification purposes only

• ** denotes English translation only