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Infinity Logistics and Transport Ventures Limited Proxy Solicitation & Information Statement 2013

Nov 7, 2013

49925_rns_2013-11-07_71be1763-a8d5-40e0-8884-3fbdbc936c90.pdf

Proxy Solicitation & Information Statement

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UDL HOLDINGS LIMITED 太元集團有限公司 (Incorporated in Bermuda with limited liability)

(Stock Code: 620)

PROXY FORM FOR ANNUAL GENERAL MEETING

Number of shares to which this proxy form relates [(Note 1)]

I/We, [(Note 2)]

of

being the registered shareholder(s) in the share capital of UDL Holdings Limited, hereby appoint [(Note 3)]

of

or failing him/her, the Chairman of the meeting as my/our proxy to attend and vote on my/our behalf at the annual general meeting of the Company to be held at Meeting Room 727, 7th Floor, Kowloonbay International Trade & Exhibition Centre, No. 1 Trademark Drive, Kowloon Bay, Hong Kong on 6 December 2013 at 10:00 a.m. and at any adjournment of the meeting. I/We direct that my/our vote(s) be cast on the specified resolutions as indicated by a “✔” in the appropriate boxes. In absence of any indication, the proxy may vote for or against the resolution at his/her own discretion.

ORDINARY RESOLUTIONS FOR (Note 4) AGAINST (Note 4)
1. To receive the audited consolidated financial statements and the reports 1.
of the directors and the auditors for theyear ended 31 July2013
2. Re-election of retiringdirectors
a.To re-elect Mr. LeungYat Tungas an executive director 2a.
b.To re-elect Mr. LeungChi Hong,Jerryas an executive director 2b.
c.To re-elect Mr. Pao Ping Wing,_JP_as an independent non- 2c.
executive director
3. To authorise the board of directors of the Company to fix the 3.
remuneration of the directors
4. To approve the appointment of Crowe Horwath (HK) CPA Limited as 4.
the new auditor of the Company due to the retirement of CCIF CPA
Limited and to authorise the board of directors of the Company to fix
the remuneration of the new auditor
5. To grant a general mandate to the board of directors of the Company to 5.
repurchase shares of the Company
6. To grant a general mandate to the board of directors of the Company to 6.
allot, issue and deal with additional shares of the Company
7. To extend the general mandate granted by resolution No. 6 by adding 7.
the shares purchased pursuant to the general mandate granted by
resolution No. 5

Date:

Signature [(Note 5)] :

Notes:

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

  2. Please insert full name(s) and address(es) in BLOCK CAPITALS as shown in the register of members of the Company.

  3. Please insert the name and address of the proxy. If no name is inserted, the Chairman of the Meeting will act as your proxy. A shareholder may appoint one or more proxies to attend the meeting and vote for him. The proxy need not be a member of the Company but must attend the meeting in person to represent you. Any alteration made to this proxy form must be in initialled by the person who signs it.

  4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK () IN THE RELEVANT BOX BELOW THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK () IN THE RELEVANT BOX BELOW THE BOX MARKED “AGAINST”. If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his/her discretion or to abstain. Your proxy will also be entitled to vote at his/her discretion or to abstain on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

  5. This form must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of its legal representative, director(s) or duly authorised attorney(s) to it. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE DULY INITIALLED BY THE PERSON WHO SIGNS IT.

  6. In case of joint registered holders of any share, any one of such persons may vote at the Annual General Meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders is present at the Annual General Meeting personally or by proxy, the person whose name stands first on the register of members in respect of the relevant share will alone be entitled to vote in respect thereof.

  7. To be valid, this form of proxy, together with any power of attorney (if any) or other authority (if any) under which it is signed, or a notarially certified copy of such power of attorney or other authority, must be deposited at the office of the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding of the Annual General Meeting or any adjournment thereof.

  8. Completion and return of this form of proxy will not preclude you from attending and voting in person at the Annual General Meeting should you so wish and in such event, this form of proxy shall be deemed to be revoked.