Kingwell Group Limited — Proxy Solicitation & Information Statement 2022

Mar 24, 2022

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KINGWELL GROUP LIMITED ��������

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1195)

Form of Proxy for Extraordinary General Meeting (or any adjournment thereof) to be held on 19 April 2022

I/We, being the registered holder(s) of KINGWELL GROUP LIMITED (the ‘‘Company’’), hereby appoint the proxy[(Note][1)] as specified below or failing him/her, ‘‘THE CHAIRMAN OF THE MEETING’’[(Note][1)] to attend and vote for me/us and on my/our behalf at the Extraordinary General Meeting of the Company to be held at Conference Room, Units 314-315, 3/F, Wing On Plaza, 62 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong on 19 April 2022 at 11:00 a.m. and at any adjournment thereof in respect of the resolution as indicated below, or if no such indication is given, as my/our proxy thinks fit.

Registered Holder(s) (Complete in ENGLISH BLOCK CAPITALS. The names of all joint holders should be stated.)

Registered Name Registered Address Certificate No.[(Note][8)] Signature[(Note][4)] Registered Holding[(Note][2)] Date Proxy[(Note][1)] (Complete in ENGLISH BLOCK CAPITALS.) Full Name No. of Shares[(Note][3)] Full Address ORDINARY RESOLUTION FOR[(Note][5)] AGAINST[(Note][5)] (a) the equity transfer agreement dated 18 January 2022 (the ‘‘Agreement’’) entered into between 深圳融匯控股集團有限公司 (Shenzhen Integration Holding Group Co. Ltd.) as purchaser (the ‘‘Purchaser’’), 中建蛇口發展有限公司 (China Construction Shekou Development Co., Ltd.) as vendor (the ‘‘Vendor’’), 惠州市惠陽半島壹號物業管理有限 公司 (Huizhou Huiyang Peninsula One Property Management Co., Ltd.) (‘‘Huiyang Peninsula One’’) and 深圳市海聯物業管理有限公司 (Shenzhen Hailian Property Management Co., Ltd.) (‘‘Shenzhen Hailian’’) pursuant to which the Purchaser conditionally agreed to purchase and the Vendor conditionally agreed to sell the 51% equity interests in each of Shenzhen Hailian and Huiyang Peninsula One, at the Consideration of RMB15.50 million be and is hereby approved, confirmed and ratified; and (b) anyone of the directors of the Company (the ‘‘Director(s)’’) be and is hereby authorized to do such acts and things, to sign and execute all such further documents and to take such steps as he/she may consider necessary, appropriate, desirable or expedient to give effect to or in connection with the Agreement and any transactions contemplated thereunder.

Notes:

1. If any proxy other than the chairman of the meeting is preferred, please insert the full name and address of the proxy desired in the space provided. A holder entitled to attend and vote at the meeting of the Company is entitled to appoint one or more proxies to attend and vote on his/her behalf. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT. The proxy needs not be a member of the Company, but must attend the meeting (or any adjournment thereof) to represent you.

2. Please insert the number of shares registered in the name of the holder(s).

3. Please insert the number of shares for this proxy. If no number is inserted, this proxy form will be deemed to relate to all the shares registered in the name of the holder(s).

4. This proxy form must be signed and dated by the shareholder or his/her attorney duly authorised in writing. If the shareholder is a company, it should execute this proxy form under its common seal or by the signature(s) of (a) person(s) authorised to sign on its behalf. In the case of joint shareholders, any one shareholder may sign this proxy form. The vote of the senior joint shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint shareholder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of members in respect of the joint shareholding.

5. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK (✓) IN THE RELEVANT BOX BELOW THE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK (✓) IN THE RELEVANT BOX BELOW THE BOX MARKED ‘‘AGAINST’’. Failure to tick either box in respect of a resolution will entitle your proxy to cast your vote in respect of that resolution at his/her discretion or to abstain. Your proxy will also be entitled to vote at his/her discretion or to abstain on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

6. atIn theordershareto beregistrarvalid, aofproxythe Company,form and theHongpowerKongof Registrarsattorney orLimitedother authorityat 17M (ifFloor,any)Hopewellunder whichCentre,it is 183signed,Queenor a’snotariallyRoad East,certifiedWanchai,copyHongof suchKong,powernot oflessattorney,than 48musthoursbebeforedepositedthe time fixed for holding the meeting or any adjournment thereof.

7. Completion and delivery of this proxy form will not preclude you from attending and voting at the meeting or any adjournment thereof if you so wish.

8. Please provide one certificate number, if possible, to facilitate processing.

9. For the avoidance of doubt, we do not accept any special instructions written on this proxy form.