KWG Group Holdings Limited — Proxy Solicitation & Information Statement 2012

Mar 6, 2012

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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 ANNUAL GENERAL MEETING TO BE HELD ON 8 JUNE 2012

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 Centenary Room I-II, G/F, Marco Polo Hongkong Hotel, 3 Canton Road, Tsimshatsui, Kowloon, Hong Kong on Friday, 8 June 2012 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.

Ordinary Resolutions	Ordinary Resolutions	For(5)	Against(5)
1.	To receive and approve the audited consolidated financial statements and the report of the directors and the auditors’ report of the Company for the year ended 31 December 2011.
2.	To declare a final dividend of RMB22 cents per share.
3.	(a) To re-elect Mr. Kong Jian Min as an executive director of the Company.
	(b) To re-elect Mr. He Wei Zhi as an executive director of the Company.
	(c) To re-elect Mr.Yu Yao Sheng as an executive director of the Company.
	(d) To re-elect Mr. Lee Ka Sze, Carmelo as an independent non-executive director of the Company.
	(e) To authorise 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 authorise the board of directors of the Company to fix their remuneration.
5.	To grant a general mandate to the directors of the Company to allot, issue or deal with shares of the Company not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution.
6.	To grant a general mandate to the directors of the Company to repurchase shares of the Company not exceeding 10% of the nominal amount of the issued share capital of the Company as at the date of passing this resolution.
7.	To extend the general mandate to issue shares of the Company under resolution 5 by adding the nominal amount of the shares repurchased under resolution 6.

Dated: 2012 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, the form of proxy duly completed and signed in accordance with the instructions printed thereon together with the power of attorney or other authority, if any, under which it is signed or a notarised copy thereof must be deposited at the branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than forty-eight (48) hours before the time for holding the meeting or any adjournment thereof.

• (8) Where there are joint registered holders of any shares of the Company, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such shares as if he were solely entitled thereto; but if more than one of such joint persons be present at the meeting personally or by proxy, then one of the said persons so present whose name stands first on the register of members in respect of such shares of the Company shall alone be entitled to vote in respect thereof.

• (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.