Kingwell Group Limited — Proxy Solicitation & Information Statement 2024

Sep 24, 2024

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(Incorporated in Bermuda with limited liability)

(Stock Code: 559)

FORM OF PROXY FOR THE SPECIAL 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 special general meeting of the Company (the ‘‘SGM’’) as my/our proxy to attend and vote for me/us and on my/our behalf at the SGM to be held at Units 5906–5912, 59/F., The Center, 99 Queen’s Road Central, Hong Kong, on Wednesday, 16 October 2024 at 11:00 a.m. and at any adjournment thereof for the purpose of considering and, if thought fit, passing the resolution set out in the notice convening the SGM (the ‘‘SGM Notice’’) and to vote for me/us in my/our name(s) in respect of the said resolution as indicated below.

Unless otherwise indicated, capitalisation terms used herein shall have the meanings as those defined in the circular of the Company dated 24 September 2024.

	SPECIAL RESOLUTION	SPECIAL RESOLUTION	FOR4	AGAINST4
	1.	To approve, confirm and ratify: (i) every thirty (30) issued and unissued existing shares of par value of HK$0.05 each will be consolidated into one (1) consolidated share (the ‘‘Consolidated Share(s)’’) of par value of HK$1.50 each; and (ii) every thirty (30) issued and unissued existing preference shares of par value of HK$0.05 each will be consolidated into one (1) consolidated preference share (the ‘‘Consolidated Preference Share’’) of par value of HK$1.50 each (the ‘‘Share Consolidation’’); (ii) immediately after the Share Consolidation becoming effective, the issued share capital of the Company will be reduced to the effect that the par value of each issued Consolidated Share and each issued Consolidated Preference Share will be reduced from HK$1.50 to HK$0.05 by (a) eliminating any fraction of a share in the issued share capital of the Company arising from the Share Consolidation in order to round down the total number of the shares to a whole number; and (b) cancelling HK$1.45 of the paid-up capital of the Company on each Consolidated Share (the ‘‘New Consolidated Share(s)’’) and each Consolidated Preference Share (the ‘‘New Consolidated Preference Share(s)’’) (the ‘‘Capital Reduction’’); (iii) immediately following the Share Consolidation and the Capital Reduction becoming effective, (a) each authorised but unissued Consolidated Share of par value of HK$1.50 will be subdivided into thirty (30) authorised but unissued New Consolidated Shares of par value of HK$0.05 each; and (b) each authorised but unissued Consolidated Preference Share of par value of HK$1.50 will be subdivided into thirty (30) authorised but unissued New Consolidated Preference Shares of par value of HK$0.05 each (the ‘‘Share Subdivision’’) so that immediately following the Share Consolidation, the Capital Reduction and the Share Subdivision (collectively, the ‘‘Capital Reorganisation’’), the authorised share capital of the Company shall remain at HK$1,561,904,761.90 divided into 30,000,000,000 New Consolidated Shares and 1,238,095,238 New Consolidated Preference Shares, and the issued share capital of the Company shall be reduced by HK$782,381,185.35 from HK$809,359,846.90 divided into 15,695,531,700 Existing Shares and 491,665,238 Existing Preference Shares to HK$26,978,661.55 divided into 523,184,390 New Consolidated Shares and 16,388,841 New Consolidated Preference Shares; (iv) subject to the restrictions as set out in the memorandum of association and bye-laws of the Company (the ‘‘Bye-laws’’), the New Consolidated Shares will be identical in all respects and rank pari passu in all respects with each other, and the New Consolidated Preference Shares will be identical in all respects and rank pari passu in all respects with each other; (v) all fractional New Consolidated Shares shall be disregarded and not be issued to the shareholders of the Company and any fractions of the New Consolidated Shares be aggregated and, if possible, sold for the benefits of the Company and the net proceeds retained for the benefits of the Company;

• SPECIAL RESOLUTION FOR[4] AGAINST[4]

• (vi) the credits arising from the Capital Reduction shall be transferred to the contributed surplus account of the Company within the meaning of the Companies Act (the ‘‘Contributed Surplus Account’’) and the amount standing to the credit of the Contributed Surplus Account be applied in any manner as may be permitted under the Company’s Bye-laws, the Companies Act and all applicable laws including, without limitation, eliminating or setting off the accumulated losses of the Company from time to time as the directors of the Company (the ‘‘Director(s)’’) consider appropriate without further authorization from the shareholders of the Company; and

• (vii) any one Director be and is hereby authorised to do all such acts and things and execute all such documents on behalf of the Company, including under the common seal of the Company where applicable, and take any and all steps, and to do and/or procure to be done any and all acts and things as he or she may consider necessary, desirable or expedient to give effect to the Capital Reorganisation.

Dated this day of 2024 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 form of proxy 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 SGM will act as your proxy. Any member entitled to attend and vote at the SGM 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 A RESOLUTION, TICK THE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST A 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 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 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 of the Company.

7. To be valid, this form of proxy 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 deposited at the branch share registrar and transfer office of the Company in Hong Kong, Tricor Tengis Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof (as the case may be).

8. Completion and deposit of this form of proxy will not preclude you from attending and voting at the SGM 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 SGM (or at any adjournment thereof) shall be taken by way of poll.

PERSONAL INFORMATION COLLECTION STATEMENT

‘‘Personal Data’’ in this statement has the same meaning as ‘‘personal data’’ defined in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (‘‘PDPO’’), which include your and your proxy’s name and address. Your supply of the Personal Data is on a voluntary basis and for the purpose of processing your instructions as stated in this Proxy Form (the ‘‘Purposes’’). 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 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.