Kingwell Group Limited — Proxy Solicitation & Information Statement 2014

Sep 25, 2014

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)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the ‘‘EGM’’) of Kingwell Group Limited (the ‘‘Company’’) will be held at 11:30 a.m. at Units 314–315, Wing On Plaza, 62 Mody Road, TST East, Kowloon, HK on 23 October 2014 for the purpose of considering and, if thought fit, passing with or without modifications, the following resolution of the Company:

ORDINARY RESOLUTION

‘‘THAT the Sale and Purchase Agreement dated 27 August 2014 entered into between the Company (the ‘‘Vendor’’) and Splendid Vantage Limited (the ‘‘Purchaser’’) (the details of which are set out in the circular dated 26 September 2014 (the ‘‘Circular’’) dispatched by the Company to its shareholders and a copy of which has been produced to the meeting marked ‘‘X’’ and signed by the chairman of the meeting for identification purpose) in respect of the Disposal by the Company to Splendid Vantage Limited of the entire issued share capital of Superford Holding Limited and all transactions contemplated under the Sale and Purchase Agreement, including but not limited to the Disposal (as defined in the Circular) be and are hereby approved, ratified and confirmed and the director(s) of the Company be and are hereby authorized to take all actions and to sign, execute and deliver all such agreements, deeds and documents for and on behalf of the Company as it may in its discretion consider necessary or desirable for the purpose of effecting the Sale and Purchase Agreement and the transactions contemplated thereby or incidental thereto, including but not limited to the Disposal.’’

By Order of the Board KINGWELL GROUP LIMITED Hui Lung Hing Executive Director

Hong Kong, 26 September 2014

As at the date of this announcement, the Board comprises Mr. Hui Lung Hing, Mr. Xiang Song, Mr. Sze Ming Yee, Mr. Lin Wan Xin, Ms. Xu Yue Yue 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.