Kingwell Group Limited — Proxy Solicitation & Information Statement 2010

Oct 29, 2010

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KINGWELL GROUP LIMITED 京 維 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1195)

FORM OF PROXY FOR ANNUAL GENERAL MEETING (OR ANY ADJOURNMENT THEREOF)

I/We[(Note][1)] of

being the registered holder(s) of[(Note][2)] ordinary shares of HK$0.1 each in the capital of KINGWELL GROUP LIMITED (the ‘‘Company’’), HEREBY APPOINT[(Note][3)] the Chairman of the Meeting, or[(Note][3)] failing him

of as my/our proxy to attend and vote for me/us and on my/our behalf at the Annual General Meeting (or at any adjournment thereof) of the Company to be held at Monet Room B, Basement 1, InterContinental Grand Stanford Hong Kong Hotel, 70 Mody Road, Tsimshatsui East, Kowloon, Hong Kong on 7 December 2010 at 10 a.m. in respect of the undermentioned resolutions as indicated below, or, if no such indication is given, as my/our proxy thinks fit.

	ORDINARY RESOLUTIONS	FOR(Note 4)	AGAINST(Note 4)
1.	To receive and consider the audited consolidated financial statements and the reports of the directors
	and auditors for the year ended 30 June 2010.
2.	(a) (i) To re-elect Mr. Cheung Chuen as an independent non-executive director.
	(ii) To re-elect Ms. Xu Yue Yue as an executive director.
	(iii) To re-elect Mr. Sze Ming Yee as an executive director.
	(iv) To re-elect Mr. Hui Lung Hing as an executive director.
	(v) To re-elect Mr. Yang Xue Jun as an executive director.
	(vi) To re-elect Ms. Wong Lai Wing as an independent non-executive director.
	(b) To authorise the board of directors to fix their remuneration.
3.	To re-appoint KPMG as auditors and to authorize the board of directors to fix their remuneration.
4A.	To grant a general mandate to the board of directors to repurchase shares in the Company, not
	exceeding 10% of the issued share capital of the Company as at the date of the passing of this
	resolution.
4B.	To grant a general mandate to the board of directors to allot, issue and deal with additional shares in
	the Company, not exceeding 20% of the issued share capital of the Company as at the date of the
	passing of this resolution.
4C.	Conditional on the passing of resolutions 4A and 4B, to extend the general mandate granted by
	resolution 4B by adding thereto the shares purchased pursuant to the general mandate granted by
	resolution 4A.
5.	To approve the refreshment of the existing scheme mandate limit of the Share Option Scheme.

Dated this

day of

Signature:[(Note][5)]

Notes:

1. Full name(s) and address(es) (as shown in the register of members) to be inserted in BLOCK CAPITALS.

2. Please insert the number of ordinary shares of 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 capital of of the Company registered in your name(s).

3. If any proxy other than the Chairman of the Meeting is preferred, delete the words ‘‘the Chairman of the Meeting’’ and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK THE 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 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.

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 any officer or attorney or other person duly authorised.

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 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. Todepositedbe valid,at thisthe Companyform of proxy,’s HongtogetherKong withbranchthesharepowerregistrar,of attorneyHongor Kongother authorityRegistrars(ifLimitedany) underat 17MwhichFloor,it is Hopewellsigned or Centre,a notarially183 certifiedQueen’s copyRoadthereof,East, Wanchai,must be Hong Kong, not less than 48 hours before the time fixed for holding the said 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 return of this form will not preclude you from attending and voting in person at the Meeting or any adjournment thereof if you so wish.