MOG Digitech Holdings Limited — Proxy Solicitation & Information Statement 2016

Mar 23, 2016

SHANGHAI INTERNATIONAL SHANGHAI GROWTH INVESTMENT LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 770)

FORM OF PROXY FOR ANNUAL GENERAL MEETING

I/We (Note 1)

of

being the registered holder(s) of (Note 2) hereby appoint (Note 3) of

shares of US$0.10 each in the capital of the Company,

or failing him, the Chairman of the Meeting, as my/our proxy to attend the Annual General Meeting, or at any adjournment thereof, of the Company to be held at the Ball Room, 1/F, South Pacific Hotel, 23 Morrison Hill Road, Wanchai, Hong Kong at 10:00 a.m. on 24 May 2016 and vote for me/us on my/our behalf in respect of the undermentioned resolutions as indicated (Note 4) :

	RESOLUTIONS		FOR (Note 4)	FOR (Note 4)	AGAINST (Note 4)	AGAINST (Note 4)
1.	To receive and consider the audited financial statements and the reports of the
	directors and auditors for the year ended 31 December 2015.
2.	(i) To re-elect Dr. WANG Ching as an executive director.
	(ii) To re-elect Mr. FENG Huang as a non-executive director.
	(iii) To re-elect Dr. HUA Min as an independent non-executive director.
	(iv) To re-elect Mr. ONG Ka Thai as an independent	non-executive director.
	(v) To fix directors’ remuneration.
3.	To re-appoint auditors and to authorise the Board of Directors to fix		their
	remuneration.
4.	To grant a general mandate to the directors to repurchase the Company’s
	shares.
5.	To grant a general mandate to the directors to allot shares of the Company.
6.	To add the number of the shares to be repurchased by the Company to the
	mandate granted to the directors under resolution no. 5.

I/we do not authorise/also hereby authorise (Note 8) my/our said proxy to vote for me/us on my/our behalf in respect of any other resolutions and/or amended resolutions in his absolute discretion at the Annual General Meeting, or at any adjournment thereof.

Signature:

Date:

, 2016

Notes:

1. Full name(s) and address to be inserted in block capitals.

2. Please insert the number of shares of US$0.10 each in 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 in the Company registered in your name(s).

3. A proxy need not be a member of the Company. Please insert the name and address of the proxy desired. 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 initialed by the person who signs it.

4. Please indicate with a “√” in the appropriate space beside each of the resolutions how you wish the proxy to vote on your behalf. If this form is returned duly signed but without any indication, the proxy will vote for or against the resolution or will abstain at his discretion.

5. You are requested to lodge this form, together with the power of attorney, if any, or other authority, if any, under which it is signed or a notarially certified copy thereof, at the Company’s registrar in Hong Kong, Tricor Secretaries Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 24 hours before the time for holding the Meeting or any adjournment thereof.

6. 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 the vote(s) 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.

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

8. Please delete whichever is inappropriate, if this form is returned duly signed but without any deletion, the proxy may vote on any other resolutions and/or amended resolutions in such manner as he may in his absolute discretion deem fit.