Central Development Holdings Limited — Proxy Solicitation & Information Statement 2006

Sep 4, 2006

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SEAPOWER RESOURCES INTERNATIONAL LIMITED （凱暉國際實業有限公司[*] ）

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 269)

FORM OF PROXY OF SPECIAL GENERAL MEETING

(or at any adjournment thereof)

I/We, [1] (name) of (address)

being the registered holder(s) of [3] shares of HK$0.01 each in the capital of Seapower Resources International Limited (“Company”), HEREBY APPOINT the Chairman of the meeting, or [4] (name) of (address)

as my/our proxy to attend the Special General Meeting (or any adjournment thereof) of the Company to be held at Falcon Room II, Basement Floor, Luk Kwok Hotel, 72 Gloucester Road, Wanchai, Hong Kong, on 18 September 2006 at 11:00 a.m. and vote and act for me/us and on my/our behalf in respect of the undermentioned resolutions as indicated.

	RESOLUTIONS	FOR5	AGAINST5
1.	To approve, ratify and confirm the Acquisition Agreement, the Special Mandate
	and all transactions contemplated thereunder or incidental thereto (being Resolution
	No. 1 as set out in the notice of the Meeting)
2.	To appover, ratify and confirm the Service Agreement and all transactions
	contemplated thereunder or incidental thereto (being Resolution No. 2 as set out in
	the notice of the Meeting)

Signature [6] : Dated this day of 2006

Notes:

1. Please insert your full name and address in BLOCK CAPITALS in the space provided. Only one of joint holders should be mentioned (but see Note 2 below).

2. Where there are joint registered holders of any share, any one of such persons may vote at the meeting, either personally or by proxy in respect of such share as if he was solely entitled thereto, but if more than one of such joint holders be 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 shares shall alone be entitled to vote and will be accepted to the exclusion of other joint registered holders in respect thereof.

3. Please insert the number of shares of HK$0.01 each in the Company to which this proxy relates and 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 Company registered in your name(s).

4. A proxy need not be a shareholder of the Company, but must attend the meeting in person to represent you. Please insert the name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY .

5. Please indicate with a tick in the relevant box which way you wish your votes to be cast, if no indication is given, the proxy will vote or abstain at his discretion.

6. This form of proxy must be signed by you or your attorney duly authorized 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 authorized on its behalf.

7. To be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power of authority. MUST be deposited at the Company’s Hong Kong branch share registrars, Progressive Registration Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the meeting at any adjournment thereof (as the case may be). Completion and return of this form of proxy will not preclude you from attending and voting at the meeting if you so wish.

8. Any alternation made in this form should be initialed.

• For identification purpose only