Central Development Holdings Limited — Proxy Solicitation & Information Statement 2006

May 25, 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)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (“ SGM ”) of Seapower Resources International Limited (the “ Company ”) will be held at Falcon Room II, Basement Floor, Luk Kwok Hotel, 72 Gloucester Road, Wanchai, Hong Kong, on 12 June 2006 at 11:00 a.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

• (1) “ THAT

• (a) the conditional agreement in Chinese dated 7 January 2006 (the “ Acquisition Agreement ”, a copy of which has been produced to the Meeting and marked “A” and initialled by the Chairman of the Meeting for the purpose of identification) made between the Company and 河 南阜源石油化工有限公司 (Henan Fu Yuan Petroleum and Chemical Engineering Company Limited) (the “ Target ”), pursuant to which the Company has conditionally agreed to subscribe for 51% equity interest of the enlarged capital of the Target for a total consideration of approximately RMB27,600,000 (equivalent to approximately HK$26,500,000) subject to the net asset value of the Target as at 31 December 2005, the transactions contemplated thereunder or incidental to the Acquisition Agreement and any supplemental agreement as the Directors may consider necessary to be entered into between the parties, and all actions taken or to be taken by the Company pursuant to the Acquisition Agreement as described in the circular to the shareholders of the Company dated 26 May 2006 (the “ Circular* ”, a copy of which has been produced to the Meeting and marked “B” and initialed by the Chairman of the Meeting for the purpose of identification) be and are hereby generally and unconditionally approved, ratified and confirmed; and

• (b) any one executive Director of the Company be and is hereby authorized for and on behalf of the Company to do all such acts and things, to sign and execute any agreements supplemental to the Acquisition Agreement, all such other documents, deeds, instruments and agreements and to take such steps as he/she may consider necessary, appropriate, desirable or expedient to give effect to or in connection with the Acquisition Agreement or any of the transactions contemplated thereunder or incidental to the Acquisition Agreement and all other matters incidental thereto, including (without limitation) exercising or enforcing any right thereunder, and to agree to any amendment to any of the terms of the Acquisition Agreement which in the opinion of any Director of the Company is not of a material nature and is in the interests of the Company.”

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(2) “THAT

• (a) Beijing Zhong You Sales Connected Transactions (as defined in the Circular) relating to sale of oil and gas products by the Target to 中油瀚峰偉業石油有限公司(Beijing Zhongyou Hanfeng Weiye Petroleum Company Limited*) be and are hereby approved, ratified and confirmed and the fixing of the maximum amount of the aggregate sales value in the sum of RMB110,000,000, RMB132,000,000 and RMB159,000,000 for the three years ending 31 March 2009 be and are approved and confirmed;

• (b) Beijing Zhong You Purchase Connected Transactions (as defined in the Circular) relating to the purchase of oil and gas products by the Target from 中油瀚峰偉業石油有限公司 (Beijing Zhongyou Hanfeng Weiye Petroleum Company Limited*) be and are hereby approved, ratified and confirmed and the fixing of the maximum amount of the aggregate transaction value in the sum of RMB48,000,000, RMB57,000,000 and RMB69,000,000 respectively for the three years ending 31 March 2009 be and are approved and confirmed;

• (c) Xinan Sales Connected Transactions (as defined in the Circular) relating to the sale of oil and gas products by 新安瀚源石油有限公司 (Xinan Han Yuan Petroleum Company Limited), a 51% subsidiary of the Target to 洛陽新安電力集團有限公司 (Luo Yang Xinan Light and Power Group Limited) and its subsidiaries and associates be and are hereby approved, ratified and confirmed and the fixing of the maximum amount of the aggregate sales value in the sum of RMB42,000,000, RMB55,000,000 and RMB66,000,000 respectively for the three years ending 31 March 2009 be and are approved and confirmed; and

• (d) any one executive Director of the Company be and is hereby authorized for and on behalf of the Company to do all such acts and things, to sign and execute any agreements, all such other documents, deeds, instruments and agreements and to take such steps as he/she may consider necessary, appropriate, desirable or expedient to give effect to or in connection with all the Continuing Connected Transactions (as defined in the Circular) and all other matters contemplated thereunder and incidental thereto.”

By order of the Board Seapower Resources International Limited Tsang Kam Ching, David Executive Director

Hong Kong, 26 May 2006

Principal place of business: Unit 3308, Office Tower Convention Plaza 1 Harbour Road, Wanchai Hong Kong

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Notes:

• (a) A member entitled to attend and vote at the above meeting is entitled to appoint one or more than one proxies to attend and vote on his behalf. A proxy need not be a member of the Company but must be present in person to represent the member.

• (b) If the appointer is a corporation, the form of proxy must be under its common seal, or under the hand of an officer or attorney duly authorized on its behalf.

• (c) In order to be valid, a form of proxy must be deposited at the Company’s Hong Kong branch share registrar, Progressive Registration Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof. The completion and delivery of the form of proxy will not preclude you from attending and voting at the meeting if you so wish. In the event that you attend the meeting after having lodged the form of proxy, the form of proxy will be deemed to have been revoked.

• (d) 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 shares 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 of the Company in respect of such share shall alone be entitled to vote and will be accepted to the exclusion of other joint registered holders in respect hereof.

• (e) For the purpose of determining entitlement to attend and vote at the SGM of the Company, the Company shall close its registers of members and transfers from 9 June 2006 to 12 June 2006 (both days inclusive). Any person who has acquired shares in the Company but has not lodged the share transfer with the Company’s branch share registrars in Hong Kong should do so before 4:00 p.m. 8 June 2006 in order to qualify for attending and voting at the SGM.

As at the date hereof, the board comprises two executive directors, namely Mr. Fung Tsun Pong and Mr. Tsang Kam Ching, David; and three independent non-executive directors, namely Messrs Yip Tak On, Liu Ka Lim and Jing Baoli.

• For identification purpose only

Please also refer to the published version of this announcement in the China Daily.

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