Infinity Logistics and Transport Ventures Limited — Proxy Solicitation & Information Statement 2015

Oct 29, 2015

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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 THE ANNUAL GENERAL MEETING TO BE HELD ON 30 NOVEMBER 2015

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 Kennedy Room, Level 7, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Monday, 30 November 2015 at 10:30 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 of the directors and the auditors for theyear ended 31 July2015	1.
2.	Re-election of retiringdirectors
	(a) To re-elect Mr. LeungYat Tungas an executive director	2(a)
	(b) To re-elect Mrs. LeungYu Oi Ling,Irene as an executive director	2(b)
	(c) To re-elect Ms. LeungChi Yin,Gillian as an executive director	2(c)
	(d) To re-elect Mr. LeungChi Hong,Jerryas an executive director	2(d)
	(e) To re-elect Mr. Wong Kwok Tung Gordon Allan as an executive director	2(e)
	(f) To re-elect Dr. Lam Lee G. as a non-executive director	2(f)
	(g) To re-elect Mr. Pao Ping Wing,_JP_as an independent non- executive director	2(g)
	(h) To re-elect Professor Yuen Ming Fai, Matthew,_Ph.D._as an independent non-executive director	2(h)
	(i) To re-elect Ms. Tse Mei Ha as an independent non-executive director	2(i)
3.	To authorise the board of directors of the Company to fix the remuneration of the directors	3.
4.	To re-appoint Crowe Horwath (HK) CPA Limited as the Company’s auditors and to authorise the board of directors of the Company to fix their remuneration	4.
5.	To grant a general mandate to the board of directors of the Company to repurchase shares of the Company	5.
6.	To grant a general mandate to the board of directors of the Company to issue, allot and deal with additional shares of the Company	6.
7.	To extend the general mandate granted by resolution no. 6 by adding the shares repurchased pursuant to the general mandate granted by resolution no. 5	7.

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 proxy form 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. If any proxy other than the Chairman of the meeting is preferred, please strike out the words “the Chairman of the meeting” and insert the name and address of the proxy desired in the space provided. 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, PLEASE TICK ( ✓ ) THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK ( ✓ ) 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 proxy 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 PROXY FORM 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. In order to be valid, this proxy form, together with any power of attorney 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 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 of the Annual General Meeting or any adjournment thereof.

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