Kingwell : Form of Proxy for Extraordinary General Meeting (or any adjournment thereof) to be held on 10 October 2019

KINGWELL GROUP LIMITED

京 維 集 團 有 限 公 司

(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 10 October 2019

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 Event Room 1-2, LG/F, New World Millennium Hong Kong Hotel, 72 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong on 10 October 2019 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 RESOLUTIONS	FOR (Note 5)	AGAINST (Note 5)

1. (a) The Sale and Purchase Agreement, pursuant to which the Company conditionally agreed to sell and the Purchaser conditionally agreed to acquire the Sale Shares, being the 35% equity interests in the Target Company, at the Consideration of RMB53.0 million (equivalent to approximately HK$60.4 million); and
2. 1. The directors of the Company be and is/are hereby authorised to do all such acts and things, to sign and execute all such documents, deeds, acts, matters and things, as the case may be in their discretion consider necessary, desirable or expedient to carry out and implement the Sale and Purchase Agreement and all the transactions contemplated thereunder into full effect.
3. To re-elect Mr. Lu Lin as an independent non-executive director of the Company.

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. The description of the ordinary resolution is by way of summary only. The full texts of the ordinary resolution appear in the notice of the extraordinary general meeting contained in the circular to the shareholders of the Company dated 18 September 2019.
7. In order to be valid, a proxy form and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of attorney, must be deposited at the share registrar of the Company, Hong Kong Registrars Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not less than 48 hours before the time fixed for holding the meeting or any adjournment thereof.
8. Completion and delivery of this proxy form will not preclude you from attending and voting at the meeting if you so wish.
9. Please provide one certificate number, if possible, to facilitate processing.
10. For the avoidance of doubt, we do not accept any special instructions written on this proxy form.

PERSONAL INFORMATION COLLECTION STATEMENT

1. ''Personal Data'' in this statement has the same meaning as ''personal data'' in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (''PDPO'').
2. Your Personal Data is supplied to the Company on a voluntary basis. Failure to provide sufficient information may render the Company not able to process your instructions and/or request as stated in this form of proxy.
3. Your Personal Data may be disclosed or transferred by the Company to its subsidiaries, its share registrar, and/or other companies or bodies for any of the stated purposes, and retained for such period as may be necessary for verification and record purposes.
4. You have the right to request access to and/or correction of your Personal Data in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your Personal Data should be in writing and sent to the Personal Data Privacy Officer of the Company's share registrar.