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

Jun 14, 2005

(Incorporated in the Cayman Islands with limited liability)

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(Stock code: 228)

FORM OF PROXY FOR THE ADJOURNED EXTRAORDINARY GENERAL MEETING OF THE COMPANY TO BE HELD AT 3:00 P.M. ON THURSDAY, 30TH JUNE, 2005 (OR AT ANY FURTHER ADJOURNMENT THEREOF)

I/We [(note 1, 12)] 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 Adjourned Meeting, or [(note 3)] of

or failing him/her 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 convened by notice dated 21st March 2005 (the “First EGM Notice”), adjourned on 8th April 2005 (the “EGM”) and re-convened by notice dated 14th June 2005 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 3:00 p.m. (the “Adjourned Meeting”) (or at any further adjournment thereof), for the purpose of considering and, if thought fit, passing the resolution numbered 1 as set out in the First EGM Notice and at the Adjourned Meeting to vote for me/us and in my/our name(s) in respect of such resolution 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 Adjourned Meeting in such manner as he/she thinks fit.

	ORDINARY RESOLUTION:	FOR(note 4,12)	**AGAINST **(note 4,12)
1.	To approve the resolution numbered 1 as set out in the notice of extraordinary general meeting
	of the Company dated 21st March 2005.(note 10)

By signing this proxy form, I/we hereby revoke all proxy forms previously submitted by me/us to the Company in respect of the EGM. [(note 11)]

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 Adjourned Meeting, please strike out “the Chairman of the Adjourned Meeting, 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 the resolution, tick in the box marked “For”. If you wish to vote against the resolution, 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 the 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 Adjourned Meeting (or any adjournment thereof).

8. A proxy need not be a member of the Company but must attend the Adjourned Meeting 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. At the Adjourned Meeting, only resolution numbered 1 set out in the First EGM Noitce will be put before shareholders of the Company. 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 that resolution. That resolution will be determined by way of a poll. The text of that resolution is extracted as follows:–

• “THAT conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited having granted approval for the listing of and permission to deal in the Conversion Shares:

• (a) the execution of the placing agreement dated 7th February 2005 (the “Placing Agreement”) (a copy of which is produced before the meeting marked “A” and initialled by the Chairman of the meeting for the purpose of identification) entered into between the Company and Yicko Securities Limited (the “Placing Agent”) in relation to the issue by way of placing of the convertible notes in the aggregate principal amount of HK$40 million in maximum (the “Convertible Notes”) to not less than six independent professional, corporate or individual investors through the Placing Agent pursuant to and in accordance with the terms and conditions set out in the circular of the Company dated 21st March 2005 (the “Placing”) be and is hereby approved, ratified and confirmed;

• (b) the directors of the Company (the “Directors”) be and are hereby authorized to issue the Convertible Notes pursuant to or in connection with the Placing;

• (c) the Directors be and are hereby authorised to do any and all acts and things as they consider may be necessary or expedient to give effect to and/or to complete the transactions contemplated under the Placing Agreement and any other documents or matters incidental thereto and/or as contemplated therein;

• (d) the Directors be and are hereby authorised to allot and issue the Conversion Shares upon the exercise of the conversion rights attaching to the Convertible Notes (whether in whole or in part thereof) pursuant to the terms and conditions of the Convertible Notes; and

• (e) the seal of the Company be affixed to such documents incidental and/or contemplated in sub-paragraphs (a) to (d) above (including but not limited to the certificate of the Convertible Notes) which are required to be executed under seal in the presence of any two Directors, who shall also sign on each of such document.”

1. Unless the Company receives notice of revocation from the relevant shareholder, any valid proxy form previously submitted by that shareholder in respect of the EGM will continue to be valid for the Adjourned Meeting. In any event, signing and delivery of this proxy form shall be deemed to have revoked all proxy forms previously submitted by the shareholders in respect of the EGM.

2. Shareholders entitled to attend and vote at the Adjourned Meeting are those who were members of the Company on 8th April, 2005.