KWG : 2021 Annual General Meeting - Proxy Form

KWG GROUP HOLDINGS LIMITED

合 景 泰 富 集 團 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1813)

2021 ANNUAL GENERAL MEETING - PROXY FORM

I/We(1)

of			,
being the registered holder(s) of		shares(2)
of KWG Group Holdings Limited (the ''Company''), hereby appoint(3)
of			,

or failing him/her, the chairman of the Meeting(4) as my/our proxy to attend and vote for me/us and on my/our behalf as directed below (or, if no such direction is given, as my/our proxy shall think fit) at the annual general meeting of the Company (the ''Meeting'') (or at any adjournment thereof) to be held at Verve, 5/F, W Guangzhou, 26 Xian Cun Road, Pearl River New Town, Tianhe District, Guangzhou, People's Republic of China at 2 : 00 p.m. on Thursday, 3 June 2021 for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the Meeting, or at any adjournment thereof.

Please indicate with a ''H'' in the appropriate boxes how you wish your vote(s) to be cast on a poll.

Ordinary Resolutions

For(5)

Against(5)

1. To consider and receive the audited consolidated financial statements and the reports of the directors and the independent auditor's report of the Company for the year ended 31 December 2020.
2. To declare a final dividend of RMB53 cents per ordinary share of the Company for the year ended 31 December 2020 (payable in cash in Hong Kong dollars with scrip option).

3(a). To re-elect Mr. KONG Jianmin as an executive Director.

3(b).	To re-elect Mr. CAI Fengjia as an executive Director.
3(c).	To re-elect Mr. LEE Ka Sze, Carmelo JP as an independent non-executive Director.
3(d).	To authorise the Board to fix the Directors' remuneration.

1. To re-appoint Ernst & Young as independent auditor of the Company and to authorize the Board to fix its remuneration.
2. To grant a general mandate to the Directors to issue new shares (Ordinary Resolution No.5 as set out in the notice of the Meeting).
3. To grant a general mandate to the Directors to buy-back shares (Ordinary Resolution No.6 as set out in the notice of the Meeting).
4. To extend the general mandate to issue new shares by adding the number of shares bought back (Ordinary Resolution No.7 as set out in the notice of the Meeting).

Dated this		day of	, 2021.	Signature(6)

Notes:

1. Please insert full name(s) and address(es) in BLOCK CAPITALS. The names of joint registered holders should be stated.
2. Please insert the number of shares registered in your name(s) to which this Proxy Form relates. If no number is inserted, this Proxy Form will be deemed to relate to all the shares of the Company registered in your name(s).
3. Any shareholder entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him/her, a proxy need not be a shareholder of the Company.
4. If any proxy other than the chairman of the Meeting is preferred, please delete the words ''or failing him/her, 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. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
5. IMPORTANT: IF YOU WISH TO VOTE FOR ANY OF THE RESOLUTIONS, PLEASE PLACE A ''H'' IN THE RELEVANT BOX MARKED ''FOR''; IF YOU WISH TO VOTE AGAINST ANY OF THE RESOLUTIONS, PLEASE PLACE A ''H'' IN THE RELEVANT BOX MARKED ''AGAINST''. Failure to tick either box of a resolution will entitle your proxy to cast your vote at his/her discretion in respect of that resolution. Your proxy will also be entitled to vote at his/her discretion on any resolutions properly put to the Meeting other than those referred to in the Notice of the Meeting.
6. This Proxy Form must be signed by you or your attorney duly authorized 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 or other person duly authorized.
7. In case of 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 of the Company in respect of such shares of the Company shall alone be entitled to vote in respect thereof.
8. To be valid, the proxy form 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 notarized 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 48 hours before the time for holding the Meeting (i.e. not later than 2 : 00 p.m. on Tuesday, 1 June 2021) or any adjournment thereof.
9. Completion and delivery of this Proxy Form will not preclude you from attending and voting in person at the Meeting or at any adjournment thereof if you so wish. If you attend and vote at the Meeting, the authority of your proxy will be revoked.

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 supply of Personal Data to the Company is on a voluntary basis. If you fail to provide sufficient information, the Company may not be able to process your appointment of proxy and instructions.
3. Your Personal Data may be disclosed or transferred by the Company to its subsidiaries, the 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 Share Registrar by post or by email to [e-mail].