Kingwell Group Limited — Proxy Solicitation & Information Statement 2013

Oct 30, 2013

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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)] ordinaryrdinary 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

ordinaryrdinary shares of HK$0.1

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 20 December 2013 at 10:00 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 2013.
• 1. (a) (i) To re-elect Mr. Sze Ming Yee as an executive director. (ii) To re-elect Mr. Yang Xue Jun as an executive director. (iii) To re-elect Mr. Huang Jian Zi as an independent non-executive director.

• (b) To authorise the board of directors to fix their remuneration.

• 1. To re-appoint Ernst & Young as auditors and to authorize the board of directors to fix their remuneration.

• 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.

• To approve the refreshment of the existing scheme mandate limit of the Share Option Scheme.

Dated this day of 2013. 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. HopewellcertifiedTo be valid,copyCentre,thisthereof,183formQueenmustof proxy,be’s RoaddepositedtogetherEast,atWanchai,withthe Companythe Hongpower’sKong,Hongof attorneynotKonglessorbranchthanother48shareauthorityhoursregistrar,before(if any)theHongtimeunderKongfixedwhichRegistrarsfor holdingit is Limitedsignedthe saidorat a17MMeetingnotariallyFloor,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.