Central Development Holdings Limited — Proxy Solicitation & Information Statement 2009

Dec 22, 2009

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CHINA TIMBER RESOURCES GROUP LIMITED 中國木業資源集團有限公司 *

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 269)

FORM OF PROXY FOR USE AT THE EXTRAORDINARY 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 China Timber Resources Group Limited (the “Company”), HEREBY APPOINT THE CHAIRMAN OF THE MEETING , or 4 (name) of (address)

to act to act as my/our proxy to attend and vote for me/us and on my/our behalf at the extraordinary general meeting of the Company (the “Meeting”) to be held at 11:30 a.m. on Tuesday, 12 January 2010 at 7th Floor, Xin Rui Ke Da Lou, Bao Shui Qu, Fu Tian Shi, Shenzhen, China or any adjournment thereof, for the purpose of considering, if thought fit, passing with or without modifications, the proposed ordinary resolution as set out in the notice convening the Meeting (the “Notice”) as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit and on any other resolutions properly put to the Meeting.

Please tick (“✓“) in the appropriate boxes below to indicate how you wish your vote(s) to be cast.

ORDINARY RESOLUTION FOR 5 AGAINST 5 To approve, ratify and confirm the Framework Agreement, the SP Agreement, the Share Subscription Agreement and the CB Agreement (as defined in the Notice and any transactions contemplated thereunder including but not limited to the issue of the Consideration Shares, Convertible Bonds and Conversion Shares (as defined in the Notice)) and to authorise any one director of the Company to do all such acts and things, to sign and execute any agreements pursuant to and/or supplemental to the Framework Agreement, the SP Agreement, the Share Subscription Agreement and the CB Agreement; and 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 said agreements or any of the transactions contemplated thereunder or incidental to any of them and all other matters incidental thereto.

Dated this	day of	2009Signature6

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 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 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 capital of 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 of 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. If any proxy other than the Chairman of the Meeting is preferred, please delete the words “ THE CHAIRMAN OF THE MEETING , or” and insert the name and address of the proxy appointed in the space provided.

5. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK IN THE BOX MARKED “FOR” OPPOSITE TO SUCH PROPOSED RESOLUTION. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK IN THE BOX MARKED “AGAINST” OPPOSITE TO SUCH PROPOSED RESOLUTION . Failure to tick a box will entitle your proxy to cast your vote at his discretion in respect of that particular resolution. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting (or any adjournment thereof) other than that set out in the notice convening the Meeting.

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

7. 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 certified copy of such power or authority, MUST be deposited at the Company’s branch share registrar, Tricor Progressive Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof. Completion and return of this form of proxy will not preclude you from attending and voting at the Meeting or any adjournment thereof if you wish. In the event that you, having lodged this form of proxy, attend the Meeting, this form of proxy will be deemed to have been revoked.

8. Any alternation made to this form of proxy must be initialled by the person(s) who sign(s) it.

• For identification purpose only