Kingdom Holdings Limited — Proxy Solicitation & Information Statement 2010

Apr 15, 2010

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KINGDOM HOLDINGS LIMITED 金達控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 528)

PROXY FORM FOR 2010 ANNUAL GENERAL MEETING (or any adjournment thereof)

I/We[1] ,

of

being the registered holder(s) of Holdings Limited (the “ Company ”), HEREBY APPOINT

shares[2] of HK$0.01 each in the share capital of Kingdom

of

or failing him/her

of

orMeetingfailing(theeach“ Meeting of them,”)theof theChairmanCompanyof theto bemeetingheld atasRoommy/our3203,proxy32/F, Admiraltyto attend andCentrevote for1, me/us18 Harcourtand onRoad,my/ourHongbehalfKongat ontheMonday,Annual General17 May 2010 at 10:00 a.m. and at any adjournment thereof on the undermentioned resolutions as indicated below or, if no such indication is given, as my/our proxy thinks fit:

			ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS		FOR4		AGAINST4	AGAINST4
	1.	To receive and adopt the audited consolidated financial statements and the reports of
		the directors of the Company (the “Directors”) and the auditors of the Company for the
		year ended 31 December 2009.
	2.	(a) To re-elect Mr. Ren Wei Ming as executive Director;				(a)		(a)
		(b) To re-elect Mr. Shen Yueming as executive Director; and				(b)		(b)
		(c) To re-elect Mr. Ngan Kam Wai Albert as non-executive Director.				(c)		(c)
	3.	To elect Mr. Lo Kwong Shun as a new independent non-executive Director.
	4.	To authorise the board of Directors to fix the Directors’ remuneration.
	5.	To appoint Ernst & Young as auditors of the Company and to authorise the board of
		Directors to fix their remuneration.
	6.	To grant a general mandate to		the Directors to allot, issue and deal with shares		of the
		Company not exceeding	20%	of the aggregate nominal amount of the issued		share
		capital of the Company as at the date of passing this resolution.
	7.	To grant a general mandate to the Directors to purchase shares of the Company not
		exceeding 10% of the aggregate nominal amount of the issued share capital				of the
		Company as at the date of passing this resolution.
	8.	To extend the general mandate granted under resolution no. 6 by adding the				shares
		purchased pursuant to the general mandate granted by			resolution no. 7.

Dated this

day of

2010

Signature[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) to which this proxy relates. 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. Please insert the name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS PROXY. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGNS IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK IN THE BOX MARKED “AGAINST”. If this form of proxy is returned duly signed but no direction is given, your proxy may vote for or against the resolution or abstain as he/she thinks fit. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those referred to in the Notice convening the Meeting.

5. 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 duly authorised to sign the same.

6. In the case of joint registered holders of any shares, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such shares as if he/she was solely entitled thereto; but if more than one of such joint registered holders be present at the Meeting, either personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such shares shall alone be entitled to vote in respect thereof to the exclusion of the votes of the other joint registered holders.

7. In order to be valid, this form of proxy together with the power of attorney (if any) or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company’s Hong Kong branch registrar, Tricor Investor Services Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjourned Meeting.

8. The proxy need not be a member of the Company but must attend the Meeting in person to represent you.

9. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Meeting in person if you so wish. If you attend and vote at the Meeting, the authority of your proxy will be revoked.