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Central Development Holdings Limited Proxy Solicitation & Information Statement 2006

May 11, 2006

49236_rns_2006-05-11_c8bfc554-8b94-449e-8822-9907930d5bba.pdf

Proxy Solicitation & Information Statement

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The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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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)

DELAY IN DESPATCH OF THE CIRCULARS

Despatch of the circular (the “Forestry Circular”) in relation to the acquisition of 51% interest in a forestry company to the Shareholders will be delayed from 11 May 2006 to on or about 30 June 2006.

Despatch of the circular (the “Utilities Company Circular”) in relation to the acquisition of 51% interest in a utilities company and the related continuing connected transactions will be further delayed from 12 May 2006 to on or about 26 May 2006.

Reference is made to: (1) the announcement of the Company in relation to, among others, the proposed acquisition by Wild Forest Limited, a wholly-owned subsidiary of the Company of a 51% interest in Jaling Forest Industries Inc., a forestry company for a total consideration of HK$154,000,000 dated 20 April 2006 (the “Forestry Announcement”); and (2) the announcements of the Company in relation to, among others, the very substantial acquisition with respect to the proposed acquisition of 51% interest in 河南阜源石油化工有限公司 (“He Nan Fu Yuan Petroleum and Chemical Engineering Company Limited”), a utilities company and the related continuing connected transactions dated 11 January 2006 and 12 April 2006 (the “Utilities Company Announcements”). Unless the context otherwise requires, terms used herein shall have the same meanings as defined in the respective Forestry Announcement and the Utilities Company Announcements.

THE FORESTRY CIRCULAR

Pursuant to Rules 14.38 of the Listing Rules, the Company is required to despatch the Forestry Circular to the Shareholders within 21 days after publication of the Forestry Announcement, i.e. on or before 11 May 2006. However, additional time is required to review and finalise the valuation report for the timber business of the forestry company and to prepare the financial information of the forestry company as required by the Listing Rules for inclusion in the Forestry Circular. In light of the abovementioned, the despatch of the Forestry Circular will be delayed.

The Company has applied to the Stock Exchange for a waiver from the strict compliance with Rules 14.38 of the Listing Rules and for extension of deadline for the despatch of the Forestry Circular to on or before 30 June 2006.

  • For identification purpose only

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THE UTILITIES COMPANY CIRCULAR

Pursuant to Rules 14.38 of the Listing Rules, the Company is required to despatch the Utilities Company Circular to the Shareholders within 21 days after publication of the Utilities Company Announcement, which fall on or before 1 February 2006. The Company was granted an extension of time for the despatch of the Utilities Company Circular to on or about 12 May 2006. However, additional time is required to finalise various information, in particular, the pro forma financial information in accordance with the latest HKGAAP and the property valuation report. In light of the abovementioned, the despatch of the Utilities Circular will be further delayed.

The Company has applied to the Stock Exchange for a waiver from the strict compliance with Rule 14.38 of the Listing Rules and for further extension of deadline for the despatch of the Utilities Company Circular to on or before 26 May 2006.

As at the date of this announcement, the Board comprises two executive Directors, namely Mr. Fung Tsun Pong and Mr. Tsang Kam Ching, David, and three independent non-executive Directors, namely Mr. Liu Ka Lim, Mr. Yip Tak On and Mr. Jing Baoli.

By order of the Board SEAPOWER RESOURCES INTERNATIONAL LIMITED David Tsang Executive Director

10 May 2006, Hong Kong

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

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