Central Development Holdings Limited — Proxy Solicitation & Information Statement 2007

Apr 2, 2007

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Seapower Resources International Limited, you should at once hand this circular and the accompanying proxy form to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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

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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)

PROPOSED CHANGE OF COMPANY NAME AND PROPOSED RE-ELECTION OF DIRECTOR

The notice convening the Extraordinary General Meeting (“EGM”) of the Company to be held at 7/F, Xin Rui Ke Da Lou, Bao Shui Qu, Fu Tian Shi, Shenzhen, China（中國深圳褔田市保 稅區鑫瑞科大樓 7層）on Thursday, 26 April 2007 at 11:30 a.m. is set out on pages 7 to 8 of this circular.

A proxy form for use at the EGM is enclosed with this circular. Whether or not you are able to attend the meeting, you are requested to complete the proxy form and return the same to the Company’s branch share registrar in Hong Kong, Progressive Registration Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Central, Hong Kong in accordance with the instructions printed thereon as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the meeting or any adjourned meeting (as the case may be) if you so wish.

2 April 2007

* For identification purpose only

CONTENT

Page(s)	Page(s)
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
PROPOSED CHANGE OF COMPANY NAME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
PROPOSED RE-ELECTION OF DIRECTOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
PROCEDURE FOR DEMANDING A POLL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
APPENDIX I — PROPOSED RE-ELECTION OF DIRECTOR. . . . . . . . . . . . . .	6
APPENDIX II — NOTICE OF EXTRAORDINARY GENERAL MEETING. . .	7

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

“Articles of Association”	the articles of association of the Company
“Board”	the board of Directors
“Change of Company Name”	The proposed change of the name of the Company to “China
	Timber Resources Group Limited” and subject to the new
	English name of the Company becoming effective, the adoption
	of “中國木業資源集團有限公司” as its new Chinese name
	for identification purposes only
“Company”	Seapower Resources International Limited, a limited liability
	company incorporated in the Cayman Islands, whose shares
	are listed on the Main Board of the Stock Exchange
“Director(s)”	the director(s) of the Company
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s
	Republic of China
“EGM”	the extraordinary general meeting of the Company to be
	convened and held at the Company’s China office, 7/F, Xin
	Rui Ke Da Lou, Bao Shui Qu, Fu Tian Shi, Shenzhen, China
	（中國深圳褔田市保稅區鑫瑞科大樓7層）on Thursday, 26
	April 2007 at 11:30 a.m. (or any adjournment thereof), the
	notice of which is set out on page 7 to 8 of this circular
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange, as amended from time to time
“Share(s)”	ordinary share(s) of HK$0.01 each in the issued share capital
	of the Company
“Shareholder(s)”	registered holder(s) of the Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited

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LETTER FROM THE BOARD

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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)

Executive Directors

Mr. Fung Tsun Pong (Chairman)

• Mr. Tsang Kam Ching, David (Chief Executive Officer)

Independent Non-Executive Directors

Registered Office

The Office of Caledonian Bank & Trust Limited Caledonian House, George Town, Grand Cayman Cayman Islands

Mr. Yip Tak On

Mr. Jing Baoli

• Mr. Bao Liang Ming

Head office and Principal Place of Business

Room 3308, Office Tower Convention Plaza, Wanchai Hong Kong

2 April 2007

To the Shareholders,

Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME AND RE-ELECTION OF DIRECTOR

INTRODUCTION

On 22 March 2007, the Board announced a proposal to change the name of the Company from “Seapower Resources International Limited” to “China Timber Resources Group Limited”.

The purpose of this circular is to provide Shareholders with information regarding the resolutions to be proposed at the EGM including (i) a special resolution for Change of Company Name; and (ii) an ordinary resolution for re-election of retiring director.

* For identification purpose only

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LETTER FROM THE BOARD

PROPOSED CHANGE OF COMPANY NAME

The Board proposes to put forward at the EGM a special resolution to change the name of the Company from “Seapower Resources International Limited” to “China Timber Resources Group Limited”. Subject to the new English name of the Company becoming effective, the Company will adopt “中國木業資源集團有限公司 ” to replace “凱暉國際實業有限公司 ” as its new Chinese name for identification purpose only.

The proposed Change of Company Name is conditional upon the passing of a special resolution at the EGM by the Shareholders and the Registrar of Companies in the Cayman Islands being satisfied with such proposed change of name. The Company will, subject to the passing of the special resolution, carry out the necessary filing procedures with the respective Registrars of Companies in Cayman Islands and Hong Kong. The effective date of the proposed change of name will be the date on which the new name is entered by the Registrar of Companies in the Cayman Islands on the register of companies in place of the existing name.

REASONS FOR THE CHANGE OF COMPANY NAME

The Company is currently engaged in the operation of cold storage warehousing and logistics management services. The proposed Change of Company Name is to signify the Company’s intention to focus on the development of its business in forest operation and management, logging and timber processing. As disclosed in the Company’s announcement and circular dated 20 April 2006 and 31 August 2006 respectively, the Company had through its whollyowned subsidiary, Wide Forest Limited, acquired a 51% equity interest in Jaling Forest Industries Inc., which is principally engaged in logging and forest exploitation, operation and management in Guyana. The said acquisition is a significant milestone of the Group in its business strategy to diversify its business into forestry business. The Board believes that the proposed new company name will be more appropriate to reflect the focus and direction of the Company’s future business development.

EFFECTS ON CHANGE OF COMPANY NAME

The proposed Change of Company Name will not affect any of the rights of any Shareholder. All existing share certificates in issue bearing the current name of the Company will, after the Change of Company Name becomes effective, continue to be evidence of title to the Shares and will be valid for trading, settlement and registration purposes. There will be no special arrangement for free exchange of existing share certificates of the Company for new share certificates under the new name of the Company. Once the proposed change of the Company’s name becomes effective, share certificates for new Shares will be issued in the new name of the Company and the securities of the Company will be traded on the Stock Exchange in its new name.

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LETTER FROM THE BOARD

OUTCOME OF THE EGM AND TRADING ARRANGEMENT

The Company will make further announcements on the outcome of the EGM, the arrangement and timetable relating to the Change of Company Name and the trading and dealings in the Shares on the Stock Exchange under the new name of the Company and the adoption of new stock short name.

PROPOSED RE-ELECTION OF DIRECTOR

In accordance with Article 100 of the Articles of Association of the Company, any Director appointed by the Board shall hold office only until the next following general meeting of the Company and shall then be eligible for re-election at that meeting. Accordingly, Mr. Bao Liang Ming (“ Mr. Bao ”), whose appointment took effect on 1 February 2007, shall retire at the EGM and, being eligible, offer himself for re-election.

Mr. Bao, an independent non-executive Director of the Company, being eligible for re-election at the EGM, has made a confirmation of independence pursuant to Rule 3.13 of the Listing Rules. The Company is of the view that Mr. Bao meets the independent guidelines set out in Rule 3.13 of the Listing Rules and is independent in accordance with the terms of the guidelines.

Brief biographical details of Mr. Bao are set out in Appendix I to this circular.

EXTRAORDINARY GENERAL MEETING

The EGM will be held to approve (i) the proposed Change of Company Name and (ii) reelection of director. A notice of the EGM is set out on page 7 to 8 to this circular.

A proxy form for use at the EGM is enclosed herein. Whether or not you intend to attend the EGM, you are requested to complete and return the accompanying proxy form in accordance with the instructions printed thereon not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or any adjournment thereof if you so wish.

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LETTER FROM THE BOARD

PROCEDURE FOR DEMANDING A POLL

According to Article 81 of the Article of Association, a resolution put to vote at any general meeting shall be decided on a show of hands unless a poll is demanded by:—

• (i) the chairman of the meeting; or

• (ii) At least three Shareholders present in person or by proxy for the time being entitled to vote at the meeting; or

• (iii) Any Shareholder(s) present in person or by proxy and representing not less than onetenth of the total voting rights of all the Shareholders having the right to vote at the meeting; or

• (iv) Any Shareholder(s) present in person or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.

Unless a poll is duly demanded in accordance with the foregoing provisions, a declaration by the chairman of the EGM that a resolution has been carried or lost or has or has not been carried by any particular majority, and an entry to that effect in the minutes of the proceedings of the Company, shall be conclusive evidence of the fact without proof of the number, proportion or validity of the votes recorded in favour of or against such resolution.

RECOMMENDATION

The Directors believe that the proposed Change of Company Name and the re-election of director are all in the best interest of the Company and the Shareholders as a whole.

Accordingly, the Directors recommend you to vote in favour of the relevant resolutions to be proposed at the EGM.

Yours faithfully, By Order of the Board Fung Tsun Pong Chairman

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PROPOSED RE-ELECTION OF DIRECTOR

APPENDIX I

The following are the particulars of the director proposed to be elected at the EGM in accordance with the Articles of Association.

PROPOSED INDEPENDENT NON-EXECUTIVE DIRECTOR:

Mr. Bao Liang Ming (“ Mr. Bao ”), aged 51, has been appointed as an independent nonexecutive director of the Company since 1 February 2007. Mr. Bao has vast executive and management experience. He has held various directorships in state-owned enterprises in Tianjin and Beijing of the People’s Republic of China.

According to the appointment letter between Mr. Bao and the Company, Mr. Bao was appointed for a term of two years and, subject to retirement and re-election requirements in accordance with the Articles of Association, shall continue thereafter unless and until terminated by either the Company or Mr. Bao in accordance with the appointment letter. The director’s fee of Mr. Bao is HK$120,000 per year. His director’s fee is in line with that offered to all other independent non-executive directors of the Company and are determined by the Board with reference his duties and the market benchmark.

Mr. Bao has not held other directorships in any listed companies in the last three years. Mr. Bao has no relationships with any directors, senior management or substantial or controlling shareholders of the Company and does not have any interests in the securities of the Company within the meaning of Party XV of the Securities and Futures Ordinance. In addition, he does not hold any position with the Group save as an independent non-executive director of the Company.

Save as disclosed, the Company is not aware of any other matters that need to be brought to the attention of the holders of securities of the Company in respect of the above proposed appointment.

In addition, to the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, the Directors are not aware of any information that need to be disclosed pursuant to any of the requirements set out in rules 13.51(2) of the Listing Rules.

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APPENDIX II NOTICE OF EXTRAORDINARY GENERAL MEETING

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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 IS HEREBY GIVEN that an extraordinary general meeting (“ EGM ”) of Seapower Resources International Limited (the “ Company ”) will be held at 7/F, Xin Rui Ke Da Lou, Bao Shui Qu, Fu Tian Shi, Shenzhen, China（中國深圳褔田市保稅區鑫瑞科大樓 7層）on Thursday, 26 April 2007 at 11:30 a.m. for the following purposes:

1. To consider as special business and, if thought fit, passing with or without amendments, the following resolution as an Ordinary Resolution:—

2. “ THAT Mr. Bao Liang Ming, the retiring director, be elected as an independent nonexecutive director of the Company.”

3. To consider as special business and, if thought fit, pass with or without amendments the following resolution as a Special Resolution:—

4. “ THAT the name of the Company be changed from “Seapower Resources International Limited” to “China Timber Resources Group Limited” and the adoption of the new Chinese name “中國木業資源集團有限公司 ” to replace “凱暉國際實業有限公司 ” for identification purposes with effect from the date on which the new name is entered by the Registrar of Companies in the Cayman Islands on the register of companies in place of the existing name and that the board of directors of the Company be authorised to do all such acts, deeds, things as they may, in their absolute discretion, deem fit in order to implement such change of name.”

By order of the Board

Seapower Resources International Limited

Fung Tsun Pong

Chairman

Hong Kong, 2 April 2007

* For identification purpose only

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APPENDIX II NOTICE OF EXTRAORDINARY GENERAL MEETING

Principal place of business: Unit 3308, Office Tower Convention Plaza

1 Harbour Road, Wanchai Hong Kong

Notes:

• (a) A member entitled to attend and vote at the above meeting is entitled to appoint one or more than one proxies (if holding more than one shares) 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 26th Floor, 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) The EGM is expected not to exceed half an hour, and all Shareholders and proxies shall be responsible for their own travelling expenses.

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 Mr. Yip Tak On, Mr. Jing Baoli and Mr. Bao Liang Ming.

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