C&D Property Management Group Co., Ltd — Proxy Solicitation & Information Statement 2006

Oct 31, 2006

GOOD FELLOW GROUP LIMITED �� ! " # $ % & '[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 910)

PROXY FORM

Form of proxy for use by shareholders at the annual general meeting to be convened at 11:00 a.m. on Tuesday, 28 November, 2006 at Tien Room, Pacific Place Conference Centre, 5/F One Pacific Place, 88 Queensway, Hong Kong or any adjournment thereof

I/We (note a)

of

being the registered holder(s) of

(note b) shares of HK$0.10 each of Good Fellow Group Limited (“Company”) hereby appoint the Chairman of the Meeting or

of

to act as my/our proxy (note c) at the Annual General Meeting of the Company to be held at 11:00 a.m. on Tuesday, 28 November, 2006 at Tien Room, Pacific Place Conference Centre, 5/F One Pacific Place, 88 Queensway, Hong Kong and at any adjournment thereof and to vote for me/us and on my/our behalf in respect of the resolutions as set out in the notice convening the said meeting as indicated below and, if no such indication is given, as my/our proxy thinks fit.

RESOLUTIONS

	sday, 28 November, 2006 at Tien Room, Pacific Place Conference Centre, 5/F One P g Kong or any adjournment thereof	sday, 28 November, 2006 at Tien Room, Pacific Place Conference Centre, 5/F One P g Kong or any adjournment thereof	sday, 28 November, 2006 at Tien Room, Pacific Place Conference Centre, 5/F One P g Kong or any adjournment thereof	sday, 28 November, 2006 at Tien Room, Pacific Place Conference Centre, 5/F One P g Kong or any adjournment thereof	sday, 28 November, 2006 at Tien Room, Pacific Place Conference Centre, 5/F One P g Kong or any adjournment thereof	acific Place, 88 Queensway,	acific Place, 88 Queensway,	acific Place, 88 Queensway,	acific Place, 88 Queensway,
	(note a)							man of the
	g the registered holder(s) of _e b)_shares of HK$0.10 each of Good Fellow Group Limited (“Company”) hereby ting or
						appoint the Chair
								November, djournment aid meeting GAINST
	ct as my/our proxy_(note c)_at the Annual General Meeting of the Company to be held at 11:00 6 at Tien Room, Pacific Place Conference Centre, 5/F One Pacific Place, 88 Queensway, Hon eof and to vote for me/us and on my/our behalf in respect of the resolutions as set out in the no dicated below and, if no such indication is given, as my/our proxy thinks fit. RESOLUTIONS					Td 28
						a.m. on uesay, g Kong and at any a
						tice convening the s
	ORDINARY BUSINESS					FOR	A	GAINST
1.		To receive and consider the audited consolidated financial statements and the reports of the directors and auditors for the year ended 30 June, 2006
2.		(a) To re-elect Mr. Lo Cheung Kin as the executive director of the Company
		(b) To re-elect Mr. Ge Wen Hong as the executive director of the Company
		(c) To authorise the board of directors to fix the directors’ remuneration
3.		To re-appoint the Company’s auditors and authorise the board of directors to fix their remuneration
		SPECIAL BUSINESS: ORDINARY RESOLUTION
4.		T l d h di i ll d hi dl ih
		o grant a genera manate to te rectors to ssue, aot an oterwse ea wt additional shares of the Company not exceeding 20% of the aggregate nominal amount of the existin issued share caital of the Coman on the date of assin this
		g p py pg resolution
5.		To grant a general mandate to the directors to repurchase shares of the Company not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company on the date of passing this resolution
6.		To extend the general mandate granted to the directors under resolution no. 4 by the nominal amount of the shares repurchased by the Company under the general mandate granted under resolution no. 5
7.		To approve the refreshment of limit on the grant of options under the share option scheme of the Company
		SPECIAL BUSINESS: SPECIAL RESOLUTION
8.		To amend the Bye-laws
Dated the Shareholder’s signature				day of	2006 (notes e, f, g and h)

Notes:

• a. Full name(s) and address(es) are to be inserted in BLOCK CAPITALS .

• b. 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).

• c. A proxy need not be a member of the Company. If you wish to appoint some person other than the Chairman of the Meeting as your proxy, please delete the words “the Chairman of the Meeting or” and insert the name and address of the person appointed proxy in the space provided.

• d. If you wish to vote for any of the resolutions set out above, please tick (“ ✓ ”) the boxes marked “For”. If you wish to vote against any resolutions, please tick (“ ✓ ”) the boxes marked “Against”. If this form returned is duly signed but without specific direction on any of the proposed resolutions, the proxy will vote or abstain at his discretion in respect of all resolutions; or if in respect of a particular proposed resolution there is no specific direction, the proxy will, in relation to that particular proposed resolution, vote or abstain at his discretion. A proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those set out in the notice convening the meeting.

• e. In the case of a joint holding, this form of proxy may be signed by any joint holder, but if more than one joint holder is present at the meeting, whether in person or by proxy, that one of the joint holder whose name stands first on the register of members in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.

• f. The form of proxy must be signed by a shareholder, or his attorney duly authorised in writing, or if the shareholder is a corporation, either under its Common Seal or under the hand of an officer or attorney so authorised.

• g. To be valid, this form of proxy together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority must be deposited at the offices of the Company’s Hong Kong branch registrar, Tengis Limited of 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not later than 48 hours before the time of the meeting or any adjourned meeting.

• h. Any alteration made to this form should be initialled by the person who signs the form.

• i. Completion and delivery of the form of proxy will not preclude you from attending and voting at the meeting if you so wish.

• For identification purpose only