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Hidili Industry International Development Limited Proxy Solicitation & Information Statement 2008

May 23, 2008

49894_rns_2008-05-23_fc1f1ff7-949c-4ab4-969c-75d4dc3780d8.pdf

Proxy Solicitation & Information Statement

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Hidili Industry International Development Limited 恒 鼎 實 業 國 際 發 展 有 限 公 司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 1393)

PROXY FORM

Form of proxy for use by shareholders at the annual general meeting to be convened at Mandarin Oriental, 5 Connaught Road Central, Hong Kong on Wednesday, 18 June 2008 at 10:30 a.m. (or any adjournment thereof).

I/We[(note][a)]

of

(note b) shares

being the registered holder(s) of shares of HK$0.10 each in the capital of Hidili Industry International Development Limited (the ‘‘Company’’) hereby appoint the Chairman of the annual general meeting (the ‘‘Meeting’’) of the Company or

of

to act as my/our proxy[(note][c)] at the Meeting to be held at Mandarin Oriental, 5 Connaught Road Central, Hong Kong on Wednesday, 18 June 2008 at 10:30 a.m. and at any adjournment thereof and to vote for me/us on the resolutions referred to in the Notice of Annual General Meeting (with or without modifications) as indicated[(note][d)] :

RESOLUTIONS RESOLUTIONS FOR AGAINST
ORDINARY RESOLUTIONS
1. To receive and adopt the audited financial statements and the Reports of the Directors ofthe Company and the Auditors of the Company for the year ended 31 December 2007
2. To declare a final dividend of RMB8.4 cents per share for the year ended 31 December2007
3. To re-elect Mr. Xian Yang as an executive Director
4. To re-elect Mr. Sun Jiankun as an executive Director
5. To re-elect Mr. Wang Rong as an executive Director
6. To re-elect Mr. Chan Chi Hing as an independent non-executive Director
7. To re-elect Mr. Wang Zhiguo as an independent non-executive Director
8. To re-elect Mr. Huang Rongsheng as an independent non-executive Director
9. To authorise the board of Directors (the ‘‘Board’’) to fix the Directors’ remuneration
10. To re-appoint Deloitte Touche Tohmatsu as the auditors of the Company and to authorisethe Board to fix their remuneration
11. To grant a general mandate to the Directors of the Company to allot, issue and otherwisedeal with the Company’s new shares
12. To grant a general mandate to the Directors of the Company to repurchase the Company’sshares
13. To extend the general mandate granted to the Directors to issue shares by the nominalamount of the shares repurchased

Dated

Shareholder’s signature

(notes e, f, g, h and i)

Notes:

  • a. Full name(s) and address 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. ‘‘AtheproxyChairmanneed notof betheaannualmembergeneralof themeetingCompany.(‘‘MeetingIf you ’’wish) of totheappointCompanysomeor’’personand insertother thethannamethe Chairmanand addressof ofthetheMeetingpersonasappointedyour proxy,as yourpleaseproxydeletein thethe wordsspace provided. A member who is the holder of two or more shares may appoint more than one proxy.

  • d. Iftheyouboxeswishmarkedto vote‘‘Againstfor any ’’of. Ifthetheresolutionsform returnedset outis above,duly signedpleasebuttickwithout(‘‘√’’) specificthe boxesdirectionmarked on‘‘Forany’’. ofIf youthe proposedwish to voteresolutions,against anythe resolutions,proxy will votepleaseor tickabstain(‘‘√’’at) his 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 discretion. A proxy will also be entitled to vote at his 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 holders 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, or his 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. To17thmustbeFloor,bevalid,depositedHopewellthis format theCentre,of proxyoffices183togetherofQueenthe Companywith’s RoadanyEast,’powers HongWanchai,ofKongattorneyHongbranchor Kong,othershareauthoritynotregistrar,later than(ifComputershareany)48 underhours beforewhichHongittheisKongtimesignedofInvestorortheaMeetingcertifiedServicesorcopyanyLimitedofadjournedsuchat Shopspowermeeting.or1712authority–1716,

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

  • i. Completion and return of this form of proxy will not preclude you from attending and voting in person at the Meeting or any adjournment thereof if you so wish.