Gilston Group Limited — Proxy Solicitation & Information Statement 2016

Apr 20, 2016

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 TUESDAY, 31 May 2016

I/We [(Note1)]

of

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

shares of HK$0.01 each in the issued 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 2016 to be held at Regus Conference Centre, 35th Floor, Central Plaza, 18 Harbour Road, Wan Chai, Hong Kong on Tuesday, 31 May 2016 at 10:00 a.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		FOR	FOR	AGAINST	AGAINST
	1.	To receive the audited consolidated financial statements and the reports of the Directors and
		auditors of the Company for the year ended 31 December 2015.
	2.	To re-elect Mr. Wu David Hang, a retiring Director, as an executive Director.
	3.	To re-elect Mr. Hou Jian, a retiring Director, as an executive		Director.
	4.	To re-elect Mr. Wong Yik Chung John, a retiring Director, as an independent non-executive
		Director.
	5.	To re-elect Mr. Tse Calvin Kai Chuen, a retiring Director, as an independent non-executive
		Director.
	6.	To re-elect Mr. Leung Ka Tin, a retiring Director, as an independent non-executive Director.
	7.	To authorize the Board to fix	the respective directors’ remuneration.
	8.	To re-appoint KPMG as the auditors of the Company and to authorize the Board to fix their
		remuneration.
	9.	To give a general mandate	to the directors to repurchase shares of the Company not
		exceeding 10% of the total	number of issued shares of the Company as at the date of
		passing of this resolution.
	10.	To give a general mandate to	the directors to allot, issue and deal with additional shares of
		the Company not exceeding 20% of the total number of issued shares of the Company as at
		the date of passing of this resolution.
	11.	To extend the general mandate granted to the directors		to allot, issue and	deal with
		additional shares of the Company by the aggregate number of the shares repurchased by the
		Company.

Date:

2016

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 in Hong Kong, Tricor Investor Services Limited, 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.