Central Development Holdings Limited — Proxy Solicitation & Information Statement 2011

Aug 30, 2011

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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 OF EXTRAORDINARY GENERAL MEETING

(or at any adjournment thereof)

I/We, 1 of

(name) (address) (name) (address)

being the registered holder(s) of 3 shares of HK$0.01 each in the capital of China Timber Resources Group Limited (“Company”), HEREBY APPOINT the Chairman of the meeting, or 4 (name) of

as my/our proxy to attend the Extraordinary General Meeting (or any adjournment thereof) of the Company to be held at 11:00 a.m. on Monday, 19 September 2011, at Boardroom 6, Mezzanine Floor, Renaissance Harbour View Hotel, 1 Harbour Road, Wanchai, Hong Kong and vote and act for me/us and on my/our behalf in respect of the undermentioned resolutions as indicated. Unless otherwise defined herein, the terms used herein shall have the same meanings as defined in the circular to the shareholders of the Company dated 31 August 2011.

shareholders of the Company dated 31 August 2011.	shareholders of the Company dated 31 August 2011.	shareholders of the Company dated 31 August 2011.	shareholders of the Company dated 31 August 2011.
Ordinary Resolutions				For 5		Against 5
1.	To approve, ratify and confirm the Second Capital Increase Agreement and authorize any Director to do all such acts and things, to sign and execute any agreements pursuant to and/or supplemental to the Second Capital Increase Agreement; and all such other documents, deeds, instruments and agreements and to take such steps as he 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.
2.	(a) To approve, ratify and confirm the subscription agreements dated 2 August 2011 entered into with Li Ka Shing (Canada) Foundation, China Life Insurance (Overseas) Company Limited and Dr. Lo Ka Shui respectively for the issue of 9% coupon convertible bonds due 2014 in an aggregate principal amount of HK$2 billion, which entitle the holders to convert into shares of the Company at the initial conversion price of HK$0.40 per Share; and (b) conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the Conversion Shares, any Director be and are hereby generally and specifically authorized to issue the Convertible Bonds and to allot and issue the Conversion Shares credited as fully paid at an initial conversion price of HK$0.40 per Share, subject to adjustment in accordance with the terms and conditions of the Convertible Bonds.
Signature 6:		Dated this	day of		2011

Note:

1. Please insert your full name and address in BLOCK CAPITALS in the space provided. Only one of the joint holders should be inserted (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 the 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 from voting 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 registrar, Tricor Progressive Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or 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.

9. For identification purpose only