Kaisa Group Holdings Ltd. — Proxy Solicitation & Information Statement 2014

Mar 3, 2014

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KAISA GROUP HOLDINGS LTD. 佳兆業集團控股有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1638)

PROXY FORM FOR 2013 ANNUAL GENERAL MEETING TO BE HELD ON 31 MARCH 2014 (or any adjournment thereof)

I/We (Note 1)

of

being the registered holder(s) of share(s) (Note 2) of HK$0.1 each (the “ Share ”) in the issued share capital of KAISA GROUP HOLDINGS LTD. (the “ Company ”) hereby appoint the Chairman of the annual general meeting of the Company (the “ Meeting ”), or failing him/her (Note 3) of

as my/our proxy to attend and vote for me/us and on my/our behalf at the Meeting to be held at Small Connaught Room, 1/F, Mandarin Oriental, Hong Kong, 5 Connaught Road, Central, Hong Kong SAR on Monday, 31 March 2014 at 10:30 a.m. (or any adjournment thereof), in respect of the resolutions set out in the notice convening the Meeting as hereunder indicated, and if no such indication is given, as my/our proxy thinks fit.

		RESOLUTIONS	RESOLUTIONS
	1.	To receive, consider and adopt the audited consolidated financial statements and thereports of the directors (the “Directors”) and auditors of the Company and its subsidiariesfor the year ended 31 December 2013.
	2.	To declare a final dividend.
	3.	To re-elect Mr. Sun Yuenan, a retiring Director, as an executive Director.
	4.	To re-elect Mr. Jin Zhigang, a retiring Director, as an executive Director.
	5.	To re-elect Ms. Chen Shaohuan, a retiring Director, as a non-executive Director.
	6.	To re-elect Mr. Fok Hei Yu, a retiring Director, as an independent non-executive Director.
	7.	To authorise the board of Directors to fix the remuneration of the Directors.
	8.	To re-appoint the auditors of the Company (the “Auditors”) and to authorise the board ofDirectors to fix the remuneration of the Auditors.
		Ordinary Resolutions
	9.	Special Business – to grant a general mandate to the Directors to repurchase the Shares notexceeding 10 per cent. of the existing issued share capital of the Company at the date ofpassing this Resolution.
	10.	Special Business – to grant a general mandate to the Directors to allot and issue new Sharesnot exceeding 20 per cent. of the existing issued share capital of the Company at the date ofpassing this Resolution.
	11.	Special Business – to include the amount of the Shares repurchased by the Company underResolution 9 to the mandate granted to the Directors under Resolution 10.
	Date:	Signed: (Note 5)

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS . The names of all joint registered holders should be stated. 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 in the issued share capital of the Company registered in your name(s).

2. If any proxy other than the Chairman of the meeting is preferred, delete “the Chairman of the meeting” and insert the name and address of the desired proxy in the space provided. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALED BY THE PERSON WHO SIGNS IT.

3. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK THE APPROPRIATE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK THE BOX MARKED “AGAINST”. Failure to tick a box will entitle your proxy to cast your vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

4. 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 executed under its common seal or under the hand of an officer or attorney or other person duly authorised.

5. In the case of joint registered holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint registered holder(s) and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding, the first named being the senior.

6. 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 notarially certified copy of such power of attorney or authority, must be deposited at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the meeting or any adjournment thereof.

7. The proxy need not be a member of the Company but must attend the meeting in person to represent you. 9. Completion and return of this form of proxy will not preclude you from attending and voting in person at the meeting if you so wish, in which case this form of proxy shall be deemed to be revoked.

• For identification purpose only