China Energy Development Holdings Limited — Proxy Solicitation & Information Statement 2005

Jun 14, 2005

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(Incorporated in the Cayman Islands with limited liability)

(Stock code: 228)

FORM OF PROXY FOR THE SECOND EXTRAORDINARY GENERAL MEETING OF THE COMPANY

TO BE HELD AT 3:15 P.M. ON THURSDAY, 30TH JUNE 2005 (OR ANY ADJOURNMENT THEREOF)

I/We [(note 1)]

of

being the registered holder(s) of [(note 2)]

shares (the “Shares”) of HK$0.05 each

in the capital of Hon Po Group (Lobster King) Limited (the “Company”), HEREBY APPOINT the Chairman of the Second EGM,

or [(note 3)]

of

or failing him/her

of

of as my/our proxy to attend and act for me/us and on my/our behalf at the extraordinary general meeting of the Company to be held at Hon Po Restaurant of 1st Floor, 78A-B To Kwa Wan Road, Kowloon, Hong Kong, on Thursday 30th June, 2005 at 3:15 p.m. (the “Second EGM”), or if later, immediately after the close of the extraordinary general meeting of the Company convened by notice dated 21st March 2005, adjourned on 8th April 2005 and re-convened by notice dated 14th June 2005, for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the Second EGM and at the Second EGM (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of such resolutions as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit. My/our proxy will also be entitled to vote on any matter properly put to the Second EGM in such manner as he/she thinks fit.

FOR [(note 4)] AGAINST [(note 4)]

ORDINARY RESOLUTIONS :

1. Ordinary Resolution No. 1 as set out in the notice of the Second EGM.

2. Ordinary Resolution No. 2 as set out in the notice of the Second EGM.

Date: , 2005 Signature [(note 5)] :

Notes :

1. Please insert full name(s) and address(es) (as shown in the register of shareholders) in BLOCK CAPITALS .

2. Please insert the number of all the shares in the Company registered in your name(s). If no such number is inserted, the proxy is deemed to be appointed in respect of all the shares in the Company registered in your name(s).

3. If you wish to appoint a proxy other than the Chairman of the Second EGM, please strike out “the Chairman of the Second EGM, or” and insert the name and address of the person you wish to appoint in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT .

4. Important: if you wish to vote for any resolutions, tick in the box marked “For”. If you wish to vote against any resolutions, tick in the box marked “Against”. Failure to complete any or all the boxes will entitle your proxy to cast your vote at his discretion.

5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation or institution, this form must be executed either under the common seal or under the hand of any director or attorney duly authorised in writing.

6. In the case of joint holders of any share, if more than one of such joint holders be present at any meeting, the vote of the senior who renders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of other joint holder(s) and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of joint holding.

7. To be valid, a proxy form, together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority must be lodged with the Company’s branch share registrar in Hong Kong, Tengis Limited, at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Second EGM (or any adjournment thereof).

8. A proxy need not be a member of the Company but must attend the Second EGM in person to represent you.

9. Completion and delivery of the form of proxy will not preclude you from attending and voting in person at the meeting convened and in such event, the form of proxy shall be deemed to be revoked.

10. In accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”), Hon Po Investment Limited, the controlling shareholder of the Company and its associates (as defined in the Listing Rules) are required to abstain from voting on resolution numbered 2 as set out above.

11. The resolution numbered 2 as set out above will be determined by way of a poll.