C&D Property Management Group Co., Ltd — Proxy Solicitation & Information Statement 2005

Feb 7, 2005

GOOD FELLOW GROUP LIMITED 金威集團控股有限公司[*]

(incorporated in Bermuda with limited liability)

(Stock Code: 910)

Form of proxy for use at the Special General Meeting to be held on 14 March 2005

I/We [(Note 1)]

of

shares of HK$0.10 [[(Note 2)]]

being the registered holder(s) of shares of HK$0.10 [[(Note 2)]] each in the capital of Good Fellow Group Limited (the “Company”) HEREBY APPOINT the Chairman of the meeting or of [(Note 3)]

as my/our proxy to attend and vote for me/us and on my/our behalf at the Special General Meeting (the “Meeting”) to be held at Unit 708, Nanyang Plaza, 57 Hung To Road, Kwun Tong, Kowloon, Hong Kong on Monday, 14 March 2005 at 11:00 a.m. (or any adjournment thereof) in respect of the resolutions set out in the notice convening the Meeting as indicated below, and, if no such indication is given, as my/our proxy thinks fit.

ORDINARY RESOLUTIONS	FOR(Note 4)	AGAINST(Note 4)
To approve the refreshment of general mandate.

Dated this

day of 2005 Shareholder’s Signature(s)

(Note 5)

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

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 in the capital of the Company registered in your name(s).

3. Any member of the Company entitled to attend, and to vote at the Meeting is entitled to appoint one proxy to attend and vote for him/her. A proxy need not be a member of the Company but must attend the Meeting in person to represent you. If any proxy other than the Chairman of the Meeting is desired, delete the words “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 FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK ( ) IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK ( ) IN THE BOX MARKED “AGAINST”. Failure to tick either will entitle your proxy to cast your vote at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting.

5. This form of proxy must be signed and dated by you or your attorney duly authorised in writing, or, in the case of a corporation, this form of proxy must be either executed under its common seal or under the hand of an officer or attorney so authorised.

6. To be valid, this form of proxy, together with the power of attorney (if any) or other authority (if any) under which it is signed or a certified copy thereof, must be deposited at the Company’s branch share registrar in Hong Kong, Tengis Limited at G/F, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.

7. Where there are joint registered holders of any share(s) of the Company, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such share(s) as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the Meeting, 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 share(s) shall alone be entitled to vote in respect thereof.

8. The proxy need not be a member of the Company but must attend the Meeting in person to represent you.

9. Completion and return of this form of proxy will not preclude you from attending and voting at the Meeting if you so wish and in such event, this form of proxy shall be deemed to have been revoked.

10. The Company reserves the rights to treat any proxy form which has been incorrectly completed and in some manner which (as its absolute discretion) is not material as being valid.

11. for identification purposes only