Gilston Group Limited — Proxy Solicitation & Information Statement 2014

Apr 16, 2014

KEE HOLDINGS COMPANY LIMITED 開易控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 2011)

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD ON FRIDAY, 23 May 2014

I/We [(Note1)]

of

being the registered holder(s) of [(Note][2)] shares (the “Company”) hereby appoint the Chairman of the meeting [(Note][3)] or

shares of HK$0.01 each in the share capital of KEE Holdings Company Limited

of

as my/our proxy to attend, act and vote for me/us and on my/our behalf as directed below at the annual general meeting (the “AGM”) of the Company for the year 2014 to be held at Room 729, 7/F, KITEC, 1 Trademart Drive, Kowloon Bay, Kowloon, Hong Kong on Friday, 23 May 2014 at 3:00 p.m. (and at any adjournment thereof).

Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll [(Note][4)] .

		ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	FOR		AGAINST
	1.	To receive the audited consolidated financial statements and the reports of the
		directors and auditors for the year ended 31 December 2013.
	2.	To declare a final dividend for the year ended 31			December 2013.
	3.	To re-elect Mr. Xu Xipeng,		a retiring director, as	an executive director.
	4.	To re-elect Mr. Xu Xinan, a retiring director, as an executive director.
	5.	To re-elect Mr. Lin Bin, a		retiring director, as an independent non-executive
		director.
	6.	To authorize the board of directors of the Company (the “Board”) to fix the
		respective directors’ remuneration.
	7.	To appoint KPMG as the		auditors and to authorize the Board to fix their
		remuneration.
	8.	To give a general mandate to the directors to repurchase shares of the
		Company not exceeding	10% of the issued share		capital of the Company as	at
		the date of this resolution.
	9.	To give a general mandate		to the directors to issue additional shares of the
		Company not exceeding	20% of the issued share		capital of the Company as	at
		the date of this resolution.
	10.	To extend the general	mandate granted to the		directors to issue additional
		shares of the Company by the aggregate nominal amount of the shares
		repurchased by the Company.

Date:

2014

Signature(s) [(Note][5)]

Notes:

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

2. 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 of the Company registered in your name(s).

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 member entitled to attend and vote at the AGM may appoint more than one proxy to attend and on a poll, vote on his behalf, 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. A proxy need not be a member of the Company. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE 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 no direction is given, your proxy will vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the AGM other than those referred to in the notice convening the AGM.

5. This form of proxy must be signed by you or your attorney duly authorized in writing. In case of a corporation, the same must be either under its common seal or under the hand of an officer or attorney so authorized.

6. In 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.

7. In order to be valid, this form of proxy together with the power of attorney or other authority (if any) under which it is signed or a certified copy thereof, must be deposited at the Company’s branch share registrar at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time fixed for holding the AGM or any adjournment thereof.

8. Completion and delivery of the form of proxy will not preclude you from attending and voting at the AGM if you so wish.