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KWG Group Holdings Limited Proxy Solicitation & Information Statement 2008

May 13, 2008

50188_rns_2008-05-13_701e4985-93ba-4643-98cc-92d84e867540.pdf

Proxy Solicitation & Information Statement

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KWG PROPERTY HOLDING LIMITED 合景泰富地產控股有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1813)

PROXY FORM FOR USE AT THE ANNUAL GENERAL MEETING TO BE HELD ON 6 JUNE 2008

I/We[(1)] (name) of (address) being the registered holder(s) of[(2)] shares of HK$0.10 each in the capital of KWG Property Holding Limited (the “Company’’) hereby appoint[(3)(4)] the Chairman of the Meeting or (name) of (address) to act as my/our proxy to vote for me/us on my/our behalf at the Annual General Meeting (or at any adjournment thereof) (the “Meeting”) of the Company to be held at Harbour Room, Level 56, Island Shangri-la Hotel, Pacific Place, Supreme Court Road, Central, Hong Kong on Friday, 6 June 2008 at 3:00 p.m. for the purpose of considering and, if thought fit, passing the ordinary resolutions as set out in the notice convening the Meeting and at the Meeting to vote for me/us and in my/our name(s) in respect of such resolutions as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit.

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----- Start of picture text ----- Ordinary Resolutions For [(5)] Against [(5)]1. To receive and approve the audited consolidated financial statements and the report of thedirectors and the independent auditors’ report of the Company for the year ended 31December 2007.2. To declare a final dividend of RMB15 cents per share.3. (a) To re-elect Mr. Kong Jian Nan as a director.(b) To re-elect Mr. Li Jian Ming as a director.(c) To re-elect Mr. Tsui Kam Tim as a director.(d) To authorize the board of directors of the Company to fix the directors’ fee.4. To re-appoint Ernst & Young as auditors of the Company and to authorize the board ofdirectors to fix their remuneration.5. To grant a general mandate to the directors of the Company to issue shares of the Company.6. To grant a general mandate to the directors of the Company to repurchase shares of theCompany.7. To extend the general mandate to issue shares of the Company under resolution 5 by addingthe nominal amount of the shares repurchased under resolution 6.----- End of picture text -----

Dated : 2008 Signature[(6)] Notes:

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

  • (2) Please inserted the number of Shares registered in your name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all Shares registered in your name(s).

  • (3) 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 member who is the holder of two or more Shares may appoint more than one proxy to represent him and vote on his behalf. A proxy need not be a member of the Company.

  • (4) If any proxy other than the Chairman of the Meeting is preferred, please strike out “the Chairman of the Meeting” and insert 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.

  • (5) IMPORTANT : If you wish to vote for a resolution, tick in the box marked “For’’. If you wish to vote against a resolution, tick in the box marked “Against’’. If no direction is given, your proxy may vote or abstain at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

  • (6) 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 under its common seal or under the hand of an officer or attorney duly authorised to sign the same.

  • (7) In order 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 thereof, must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Rooms 1806-7, 18 Floor Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding of the Meeting or the adjourned Meeting.

  • (8) In the case of joint registered holders of any Shares, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such Shares as if he/she was solely entitled thereto; but if more than one of such joint registered holders be present at the Meeting, either personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such Shares shall be accepted to the exclusion of the votes of the other joint registered holders.

  • (9) A proxy need not be a member of the Company but must attend the Meeting in person to represent you.

  • (10) Completion and return of this form will not preclude you from attending and voting at the Meeting if you so wish. If you attend and vote at the Meeting, the authority of your proxy will be revoked.

  • (11) Any alteration made to this form of proxy must be initialed by the person who signs it.

* For identification purposes only