Kingwell Group Limited — Proxy Solicitation & Information Statement 2017

Nov 13, 2017

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(Incorporated in Bermuda with limited liability)

(Stock Code: 559)

SECOND PROXY FORM FOR THE 2017 ANNUAL GENERAL MEETING

I/We[1]

of

being the registered holder(s) of[2] ordinary shares of HK$0.05 each in the share capital of DETAI NEW ENERGY

GROUP LIMITED (the ‘‘Company’’), HEREBY APPOINT[3]

of

or failing him, the chairman of the annual general meeting of the Company (the ‘‘Meeting’’) as my/our proxy to attend and vote for me/us and on my/our behalf at the Meeting to be held at 11:30 a.m., on Thursday, 30 November 2017 at Unit 4202, 42/F., The Center, 99 Queen’s Road Central, Hong Kong and at any adjournment thereof for the purpose of considering and, if thought fit, passing the resolutions set out in the notice convening the Meeting and to vote for me/us in my/our name(s) in respect of the said resolutions as indicated below:

ORDINARY RESOLUTIONS

FOR[4] AGAINST[4]

indicated below:	indicated below:	indicated below:	indicated below:
ORDINARY RESOLUTIONS				FOR4	AGAINST4
	1.	To receive and adopt the audited consolidated financial statements of the Company and itssubsidiaries and the reports of directors of the Company (the ‘‘Director(s)’’) and of the auditorfor the year ended 30 June 2017.
	2.	2.1Each as a separate resolution, to re-elect the following retiring Directors:
		2.1.1Mr. Chiu Wai On as independent non-executive Director;
		2.1.2Mr. Man Kwok Leung as independent non-executive Director;
		2.1.3Mr. Shek Yat Him as an executive Director; and
		2.1.4Mr. Chan Wai Ki as an executive Director.
		2.2To authorise the board of Directors (the ‘‘Board’’) to fix the Directors’ remuneration.
	3.	To re-appoint BDO Limited as the Company’s auditor and to authorise the Board to fix itsremuneration.
	4A.	To grant a general mandate to the Directors to allot, issue and deal with additional securities ofthe Company.
	4B.	To grant a general mandate to the Directors to repurchase the Company’s own shares.
	4C.	To add the repurchased shares to the mandate granted to the Directors under Resolution 4A.

Dated this

day of

2017

Signature(s)

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS. The names of all joint holders should be stated.

2. Please insert the number of shares registered in your name(s). If no number is inserted, this Second Proxy Form will be deemed to relate to all the shares of the Company registered in your name(s).

3. Insert in BLOCK CAPITALS the name and address of the proxy desired in the space provided. If no name is inserted, the chairman of the Meeting will act as your proxy. Any member entitled to attend and vote at the meeting shall be entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a member of the Company.

4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE BOX MARKED ‘‘AGAINST’’. Failure to complete the box will entitle your proxy to cast his/her vote at his/her discretion.

5. This Second Proxy Form 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.

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.

7. depositedTo be valid,at thethis branchSecondshareProxyregistrarForm togetherand transferwith theofficepowerof theof Companyattorney orinotherHongauthority,Kong, Tricorif any,TengisunderLimited,which itatisLevelsigned22,or Hopewella notariallyCentre,certified183copyQueenof’ssuchRoadpowerEast,orHongauthority,Kong mustnot lessbe than 48 hours before the time appointed for holding the Meeting or any adjournment thereof (as the case may be).

8. Completion and deposit of this Second Proxy Form will not preclude you from attending and voting at the meeting if you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

9. Any alteration made in this form should be initialed by the person(s) who sign(s) it. 10. The voting at the Meeting (or at any adjournment thereof) shall be taken by way of poll.

• IMPORTANT: A SHAREHOLDER WHO HAS ALREADY LODGED THE FORM OF PROXY (‘‘FIRST PROXY FORM’’) WHICH WAS SENT TOGETHER WITH THE CIRCULAR DATED 30 OCTOBER 2017 CONTAINING THE NOTICE OF THE MEETING, SHOULD NOTE THAT:

• (a) If no Second Proxy Form is lodged with the Company’s Branch Registrar, the First Proxy Form, if correctly completed, will be treated as a valid proxy form lodged by him/her. The proxy so appointed by the shareholder will be entitled to cast the vote at his/her discretion or to abstain from voting on any resolution properly put to the Meeting (including, if properly put, a resolution for the re-election of an additional candidate as a Director as set out in this supplemental circular) except for those resolutions to which the shareholder has indicated his/her voting direction in the First Proxy Form.

• (b) If the Second Proxy Form is lodged with the Branch Registrar before the Closing Time, the Second Proxy Form, if correctly completed, will revoke and supersede the First Proxy Form previously lodged by him/her. The Second Proxy Form will be treated as a valid proxy form lodged by the shareholder.

• (c) If the Second Proxy Form is lodged with the Branch Registrar after the Closing Time, or if lodged before the Closing Time but is incorrectly completed, the proxy appointment under the Second Proxy Form will be invalid. The proxy so appointed by the shareholder under the First Proxy Form, if correctly completed, will be entitled to vote in the manner as mentioned in (a) above as if no Second Proxy Form was lodged with the Branch Registrar. Accordingly, shareholders are advised to complete the Second Proxy Form carefully and lodge the Second Proxy Form with the Branch Registrar before the Closing Time.

PERSONAL INFORMATION COLLECTION STATEMENT

‘‘andPersonalyour proxyData’’’s namein thisandstatementaddress.hasYourthesupplysame meaningof the Personalas ‘‘personalData isdataon ’’a voluntarydefined inbasisthe Personaland for theDatapurpose(Privacy)of processingOrdinance,yourChapterinstructions486 of asthestatedLawsinofthisHongSecondKongProxy(‘‘PDPOForm’’),(thewhich‘‘Purposesinclude’’your). If you fail to supply sufficient information, the Company may not be able to process your instructions. The Company may disclose or transfer the Personal Data to its subsidiaries, its Share Registrar and/or third party service provider who provides administrative, computer and other services to the Company for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. The Personal Data will be retained for such period as may be necessary to fulfil the Purposes (including for verification and record purposes). Request for access to and/or correction of the Personal Data can be made in accordance with the provisions of the PDPO and any such request should be in writing and sent to the Privacy Compliance Officer of Tricor Tengis Limited at the above address.