Central Development Holdings Limited — Proxy Solicitation & Information Statement 2012

Jul 16, 2012

ZHONG FA ZHAN HOLDINGS LIMITED 中 發 展 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 475)

FORM OF PROXY FOR ANNUAL GENERAL MEETING TO BE HELD ON FRIDAY, 17 AUGUST 2012 (OR AT ANY ADJOURNMENT THEREOF)

I/We[(Note][1)] , of

(name of shareholder) (address of shareholder)

being the registered holder(s) of[(Note][2)] shares of HK$0.01 each (the ‘‘Company’’) hereby appoint[(Note][3)] the Chairman of the Annual General Meeting or of

shares of HK$0.01 each in the capital of Zhong Fa Zhan Holdings Limited

as my/our proxy to attend and act on my/our behalf at the Annual General Meeting of the Company to be held at Empire Room 1, 1/F, Empire Hotel Hong Kong, 33 Hennessy Road, Wanchai, Hong Kong on Friday, 17 August 2012 at 10: 00 a.m. or at any adjournment thereof and to vote for me/us on the resolutions referred to in the Notice of the Annual General Meeting (with or without modifications) as indicated below:

ORDINARY RESOLUTIONS For[(Note][4)] Against[(Note][4)] 1. To receive and consider the audited consolidated financial statements and the reports of the directors and the auditors for the year ended 31 March 2012 2A. To re-elect the following directors of the Company: a. Mr. Wu Hao b. Mr. Hu Yangjun c. Mr. Hu Yishi d. Mr. Chan Wing Yuen, Hubert e. Mr. Li Wei Qi, Jacky f. Mr. Wu Chi Keung g. Mr. Heung Chee Hang, Eric h. Ms. Kwok Pui Ha 2B. To authorize the board to fix the directors’ remuneration. 3. To appoint auditors and to authorize the board to fix their remuneration. 4A. To give a general mandate to the directors to issue and allot shares not exceeding 20% of the issued share capital of the Company. 4B. To give a general mandate to the directors to repurchase the Company’s own shares of not exceeding 10% of the issued share capital of the Company. 4C. To extend the mandate granted under resolution 4A by including nominal amount of the shares repurchased by the Company pursuant to resolution 4B.

Dated this

day of 2012

Signature[(Note][5)]

Notes:

1. Please insert full name(s) and address(es) in BLOCK CAPITALS.

2. Please insert the number of shares registered in your name(s) to which the proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

3. If any proxy other than the Chairman of the Annual General Meeting is preferred, strike out the words ‘‘the Chairman of the Annual General Meeting or’’, and insert the name and address of the proxy desired in the space provided.

4. IMPORTANT: IF YOU WISH YOUR PROXY TO VOTE ON YOUR BEHALF FOR A PARTICULAR RESOLUTION, TICK THE BOX MARKED ‘‘FOR’’. IF YOU WISH YOUR PROXY TO VOTE AGAINST A PARTICULAR RESOLUTION, TICK THE BOX MARKED ‘‘AGAINST’’. If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his discretion whether to vote for or against the resolutions or to abstain from voting. Your proxy will also be entitled to vote at his discretion on any amendment to the resolutions referred to in the Notice of the Annual General Meeting which has been properly put to the meeting.

5. 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 any duly authorized officer.

6. In the case of joint registered holders of any share, any one of such persons may vote at the Annual General Meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders is present at the Annual General Meeting personally or by proxy, the person whose name stands first on the register of members in respect of the relevant share will alone be entitled to vote in respect thereof.

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 notarially certified copy of such power of attorney or other authority, must be deposited at the office of the Company’s branch Share Registrar, Tricor Investor Services Limited at 26th Floor Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjourned meeting (as the case may be).

8. The proxy need not also be a member of the Company but must attend the Annual General Meeting in person to represent you.

9. Completion and return of this form of proxy will not preclude you from attending and voting in person at the Annual General Meeting if you so wish.

10. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE DULY INITIALED BY THE PERSON WHO SIGNS IT.