Kingwell Group Limited — Proxy Solicitation & Information Statement 2011

Apr 1, 2011

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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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)

Website: http://www.kingwell.todayir.com

NOTICE OF EGM

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the ‘‘EGM’’) of Kingwell Group Limited (the ‘‘Company’’) will be held at 10:00 a.m. at Monet Room B, Basement 1, Inter-Continental Grand Stanford Hong Kong Hotel, 70 Mody Road, Tsimshatsui East, Kowloon, Hong Kong on Tuesday, 26th April, 2011 for the purpose of considering and, if thought fit, passing with or without modifications, the following resolutions of the Company:

ORDINARY RESOLUTIONS

1. ‘‘THAT :

• (a) The authorised share capital of the Company be and is hereby increased from HK$500,000,000 to HK$600,000,000 (divided into 5,000,000,000 ordinary Shares of HK$0.10 each (‘‘Shares’’) and 100,000,000 preferred shares of HK$1.00 each (‘‘Preferred Shares’’)) by the creation of 100,000,000 Preferred Shares of HK$1.00 each; and

• (b) any one of the directors of the Company (the ‘‘Directors’’) be and is hereby authorised for and on behalf of the Company to execute all such documents, instruments and agreements and to do all such acts or things deemed by him to be incidental to, ancillary to or in connection with the matters contemplated in and for giving effect to the increase in authorised share capital.’’

1. ‘‘THAT,

   • (a) the acquisition agreement dated 28th January, 2011 (‘‘Acquisition Agreement’’) entered into between the Company and Mr. Yin Jia Tang (尹家堂) (a copy of which has been produced at the Meeting marked ‘‘A’’ and signed by the chairman of the Meeting for identification purposes), the terms and conditions thereof and transactions contemplated thereunder be and is hereby approved, confirmed and ratified;

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• (b) subject to and conditional upon the shareholders of the Company approving the ordinary resolution to increase the authorised share capital and the special resolution to amend the memorandum and articles of association of the Company for the purpose of incorporating the terms of the Preferred Shares (as defined below) of the Company, the creation and issuance of the 93,000,000 Preferred Shares (‘‘Preferred Shares’’) by the Company upon completion of the Acquisition Agreement in accordance with the terms and conditions thereof be and is hereby approved;

• (c) subject to and conditional upon the granting by the Listing Committee of The Stock Exchange of Hong Kong Limited of the listing of and permission to deal in the Conversion Shares (as defined below), the allotment and issue of the new shares in the share capital of the Company upon exercise of the conversion rights attaching to the Preferred Shares (‘‘Conversion Shares’’) be and is hereby approved, and the directors of the Company (‘‘Directors’’) be and are hereby authorised to allot and issue the Conversion Shares upon conversion of the Preferred Shares pursuant to and in accordance with the memorandum and article of association as amended pursuant to the special resolution below; and

• (d) any one Director or, if the affixation of the common seal of the Company is necessary, any one Director and the company secretary of the Company or any two Directors or such other person (including a director) or persons as the board of directors of the Company may appoint be and is/are hereby authorised for and on behalf of the Company to approve and execute all documents, instruments and agreements and to do all such acts or things deemed by him/her/ them to be incidental to, ancillary to or in connection with the matters contemplated in or related to the Acquisition Agreement, the issue of the Preferred Shares, the issue of the Conversion Shares and transactions contemplated thereunder and completion thereof as he/she/ they may consider necessary, desirable or expedient.’’

SPECIAL RESOLUTION

‘‘THAT the amendments to the memorandum and articles of association of the Company in accordance with the terms as set out in appendix II to the circular dated 1st April, 2011 issued to the shareholders of the Company be and are hereby approved.’’

By Order of the Board KINGWELL GROUP LIMITED Poon Yan Wai Company Secretary

Hong Kong, 1st April, 2011

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Notes:

1. A form of proxy for use at the EGM is enclosed herewith.

2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing or, if the appointor is a corporation, either executed under its common seal or under the hand of any officer, attorney or other person duly authorised to sign the same.

3. Any shareholder entitled to attend and vote at the EGM is entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A shareholder who is the holder of two or more shares may appoint not more than two proxies (who must be an individual or individuals) to attend and vote instead of him/her on the same occasion. A proxy need not be a shareholder of the Company but must attend the EGM in person to represent him/her.

4. In order to be valid, a form of proxy in the prescribed form together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Hong Kong Registrars Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, not later than 48 hours before the time appointed for holding the EGM or any adjourned meeting thereof (as the case may be). Such prescribed form of proxy for use at the EGM is also published on the HKExnews website of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk and the website of the Company at www.kingwell.todayir.com.

5. Completion and return of the form of proxy will not preclude any shareholders from attending and voting in person at the EGM or at any adjourned meeting thereof (as the case may be) should they so wish, and in such event, the form of proxy shall be deemed to be revoked.

6. Where there are joint registered holders of any share(s), any one of such joint holders may attend and vote at the EGM or at any adjourned meeting thereof (as the case may be), either in person or by proxy, in respect of such share(s) as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the EGM or at any adjourned meeting thereof (as the case may be), the most senior shall alone be entitled to vote, whether in person or by proxy. For this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

As at the date of this announcement, the Board comprises Ms. Xu Yue Yue, Mr. Xiang Song, Mr. Sze Ming Yee, Mr. Lin Wan Xin, Mr. Hui Lung Hing, and Mr. Yang Xue Jun as executive directors, and Mr. Huang Jian Zi, Mr. Cheung Chuen and Ms. Wong Lai Wing as independent non-executive directors.

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