China Energy Development Holdings Limited — Proxy Solicitation & Information Statement 2006

Oct 23, 2006

THIS CIRCULAR REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Hon Po Group (Lobster King) Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 228)

PROPOSED CHANGE OF COMPANY NAME

A notice convening an extraordinary general meeting of Hon Po Group (Lobster King) Limited to be held at 2nd Floor, Island Pacific Hotel, 152 Connaught Road West, Hong Kong on Friday, 17 November, 2006 at 9:30 a.m. is set out on pages 6 to 7 of this circular. Shareholders are advised to read the notice and to complete and return the form of proxy as enclosed in accordance with the instructions printed thereon as soon as possible and in any event not later than 48 hours before the time appointed for the holding of the Extraordinary General Meeting or any adjourned meeting. Completion and return of the form of proxy shall not preclude you from attending and voting at the meeting or any adjourned meeting should you so desire.

23 October 2006

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Proposed Change of Company Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Notice of EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6

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DEFINITIONS

In this circular, the following expressions have the meanings respectively set opposite them unless the context otherwise requires:

“Articles”	Articles of Association of the Company;
“Board”	the board of Directors;
“Company”	Hon Po Group (Lobster King) Limited, a company incorporated
	in the Cayman Islands with limited liability and the securities of
	which are listed on the main board of the Stock Exchange;
“connected person(s)”	shall have the meaning ascribed to it under the Listing Rules;
“Directors”	the directors of the Company;
“EGM”	means the extraordinary general meeting of the Company to be
	held at 2nd Floor, Island Pacific Hotel, 152 Connaught Road West,
	Hong Kong on Friday, 17 November, 2006 at 9:30 a.m., the notice
	of which is set out on pages 6 to 7 of this circular;
“ Listing Rules”	Rules Governing the Listing of Securities on the Stock Exchange;
“Group”	the Company together with its subsidiaries;
“Hong Kong”	Hong Kong Special Administrative Region of the PRC;
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong;
“Latest Practicable Date”	19 October, 2006, being the latest practicable date prior to the
	printing of this circular for the purpose of ascertaining certain
	information contained in this circular;
“Notice”	means the notice convening the EGM which is set out on pages 6
	to 7 of this circular;
“Share(s)”	share(s) in the registered capital of the Company;
“Shareholder(s)”	holder(s) of Share(s);
“Stock Exchange”	The Stock Exchange of Hong Kong Limited

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LETTER FROM THE BOARD

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 228)

Executive Directors:

Mrs. Cheung Lim Mai Tak, Grace Mr. She Hing Chiu Mr. Chan Shi Yung Mr. Chui Kwong Kau Mr. Chan Wai Keung

Registered office: Century Yard Cricket Square Hutchins Drive P. O. Box 2681 GT Grand Cayman British West Indies

Non-executive Director:

Mr. Wang Xiang Jun

Independent non-executive Directors:

Mr. Chang Kin Man Mr. Ip Wing Lun Mr. Zhong Yuan

Head office and principal place of business in Hong Kong: Units E & F, Ground Floor Phase II, Kingsway Industrial Building 173-175 Wo Yi Hop Road Kwai Chung Hong Kong

23 October, 2006

To the shareholders

Dear Sir/Madam,

PROPOSED CHANGE OF COMPANY NAME

INTRODUCTION

The purpose of this circular is to provide you with information reasonably necessary to enable you to make a decision on whether to vote for or against the resolution proposed at the EGM.

A notice convening the EGM setting out the details of the resolution to be proposed at the EGM is set out on pages 6 to 7 of this circular.

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LETTER FROM THE BOARD

PROPOSED CHANGE OF COMPANY NAME

On 18 October, 2006, the Board announced that it proposed to change the name of the Company from “Hon Po Group (Lobster King) Limited” to “ China Energy Development Holdings Limited” and upon the name change becoming effective, the new Chinese name “中國能源開發控 股有限公司 ” will be adopted to replace “漢寶集團（龍蝦大王）有限公司 ” for identification purposes subject to the conditions set out below being fulfilled.

Reason and conditions for the change of company name

The Board considers that the proposed new name will benefit its future business development as the current name seems to represent the Company’s business is solely catering related, which is not the case given the recent diversification of the Company’s business into the energy sector. Given that the Company will further diversify the Group’s business into the energy sector, the Directors believe that the new name will enable the Group to easier negotiate with the third parties on such projects. Following the change of the Company’s name, the Company will continue with its existing catering-related business.

The proposed change of the Company’s name will be subject to the passing of a special resolution by the shareholders at the EGM to approve the change of the Company’s name.

The new name of the Company will take effect from the date of the approval of the special resolution at the EGM. The Company will then carry out all necessary filing procedures with the Registrar of Companies in Hong Kong and in the Cayman Islands.

Effects on change of company name

The proposed change of company name will not affect any of the rights of any Shareholders. All existing share certificates in issue bearing the existing name of the Company will, after the change of company name has become effective, continue to be evidence of title to the shares and will be valid for trading, settlement and registration purposes. There will not be any arrangement for free exchange of the existing share certificates. However, Shareholders may upon payment of a fee of HK$2.5 for each certificate to the Company’s branch share registrar, Tengis Limited, arrange for new share certificates with the new Company name to be issued to replace existing share certificates. Once the change of the Company’s name has become effective, new share certificates for new Shares will be issued in the new name of the Company.

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LETTER FROM THE BOARD

Outcome of the EGM and Trading Arrangement

The Company will make further announcements on the outcome of the EGM and the arrangement and timetable relating to the change of company name and the trading and dealings in the Shares on the Stock Exchange under the new name of the Company.

EGM

A notice convening the EGM to be held at 2nd Floor, Island Pacific Hotel, 152 Connaught Road West, Hong Kong on Friday, 17 November, 2006 at 9:30 a.m. is set out on pages 6 to 7 of this circular.

A form of proxy for use at the EGM is enclosed. Whether or not you are able to attend the EGM, please complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company’s Branch Share Registrar in Hong Kong, Tengis Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding of the EGM or any adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting at the EGM or any adjourned meeting (as the case may be) should you so wish.

Procedures for demanding a poll at general meeting

According to article 66 of the Articles of Association, a resolution put to the vote at the EGM will be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is duly demanded. A poll may be demanded by:

• (a) the chairman of the EGM; or

• (b) at least three Shareholders present in person or by representative(s) or by proxy/ proxies and entitled to vote; or

• (c) any Shareholder or Shareholders present in person or by representative(s) or by proxy/ proxies and representing in the aggregate not less than one-tenth of the total voting rights of all Shareholders having the right to attend and vote at the EGM; or

• (d) any Shareholder or Shareholders present in person or by representative(s) or by proxy/ proxies and holding Shares conferring a right to attend and vote at the EGM on which there have been paid up sums in the aggregate equal to not less than one-tenth of the total sum paid up on all shares conferring that right.

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LETTER FROM THE BOARD

RECOMMENDATION

The Directors are of the opinion that the special resolution to change the name of the Company referred to in this circular are in the best interests of the Company and the Shareholders as a whole. The Directors therefore recommend you to vote in favour of such resolution at the EGM.

Yours faithfully,

By Order of the Board

Hon Po Group (Lobster King) Limited Chan Wai Keung

Executive Director and Chief Executive Officer

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 228)

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the “Extraordinary General Meeting”) of the shareholders of Hon Po Group (Lobster King) Limited (the Company”) will be held at 2nd Floor, Island Pacific Hotel, 152 Connaught Road West, Hong Kong on Friday, 17 November, 2006 at 9:30 a.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following resolution of the Company:

SPECIAL RESOLUTION

The name of the Company be changed from “Hon Po Group (Lobster King) Limited” to “China Energy Development Holdings Limited” and the new Chinese name “中國能源開發控股 有限公司 ” to replace “漢寶集團（龍蝦大王）有限公司 ” for identification purposes be adopted with effect from the date of entry of the new name on the register maintained by the Registrar of Companies in the Cayman Islands and that the board of directors of the Company be authorised to take all necessary actions to implement such change of name.

By order of the Board Hon Po Group (Lobster King) Limited Chan Wai Keung

Executive Director and Chief Executive Officer

Hong Kong, 23 October 2006

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Registered office: Head office and Principal place of business Century Yard Units E & F, Ground Floor Cricket Square Phase II, Kingsway Industrial Building Hutchins Drive 173-175 Wo Yi Hop Road P O Box 2681 GT Kwai Chung Grand Cayman Hong Kong British West Indies

Notes:

1. A member of the Company entitled to attend and vote at the Extraordinary General Meeting convened by the above notice is entitled to appoint one or more proxies to attend and, on a poll, vote instead of such member. A proxy need not be a member of the Company.

2. In the case of joint holders of shares in the Company, the vote of the senior who tenders a vote whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of the other joint holders, seniority being determined by the order in which names stand in the register of members.

3. In order to be valid, the form of proxy together with a power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited to the office of Tengis Limited, the Company’s Branch Share Registrar in Hong Kong 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 Extraordinary General Meeting (or any adjournment thereof).

4. As at the date of this notice, the directors of the Company are Mrs. Cheung Lim Mai Tak, Grace, Mr. She Hing Chiu, Mr. Chan Shi Yung, Mr. Chui Kwong Kau, Mr. Chan Wai Keung, Mr. Chang Kin Man, Mr. Ip Wing Lun, Mr. Wang Xiang Jun and Mr. Zhong Yuan.

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