China Energy Development Holdings Limited — Proxy Solicitation & Information Statement 2009

Jun 12, 2009

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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(Incorporated in the Cayman Islands with limited liability)

(Stock code: 00228)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Extraordinary General Meeting of China Energy Development Holdings Limited (the “Company”) will be held at Falcon Room II, Luk Kwok Hotel, 72 Gloucester Road, Wanchai, Hong Kong on Tuesday, 30 June 2009 at 11:00 a.m. to consider and, if thought fit, transact the following ordinary business:

ORDINARY RESOLUTION

“ THAT (i) the conditional sale and purchase agreement dated 22 May 2009 and entered into between Ho Po International Limited (“Hon Po”) as vendor and Speedy Fortune Limited (“Speedy Fortune”) as purchaser in relation to the disposal of the entire issued ordinary shares in Dragongem Development Limited (the “Dragongem Agreement”); (ii) the conditional sale and purchase agreement dated 22 May 2009 and entered into between Hon Po as vendor and Speedy Fortune as purchaser in relation to the disposal of the entire issued ordinary shares in Jing Hua (Allied) Limited and all amounts of the shareholders’ loan in the sum of HK$3,845,615.30 as at the date of the agreement (the “Jing Hua Agreement”); and (iii) the conditional sale and purchase agreement dated 22 May 2009 and entered into between Hon Po as vendor and Speedy Fortune as purchaser in relation to the disposal of the entire issued ordinary shares in More Development Limited and all amounts of the shareholders’ loan in the sum of HK$5,169,985.86 as at the date of the agreement (the “More Development Agreement”) (the Dragongem Agreement, the Jing Hua Agreement and the More Development Agreement collectively referred to as the “Disposal Agreements”) (copies of the Disposal Agreements having been produced to the Meeting and marked “A” and initialed by the Chairman of the Meeting for the purpose of identification) and the transactions contemplated thereby be and are hereby approved, confirmed and ratified and that any one director of the Company be and is hereby authorised to do such acts and things, to sign and execute all such further documents and to take such steps as they may consider necessary, appropriate, desirable or expedient to give effect to or in connection with the Disposal Agreements or any transactions contemplated under the Disposal Agreements.”

By order of the Board China Energy Development Holdings Limited Chan Wai Keung Chairman

Hong Kong, 15 June 2009

* For identification purpose only

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Registered Office: Principal place of business in Hong Kong: Cricket Square Unit 3607, 36th Floor, Hulchins Drive West Tower, Shun Tak Centre P. O. Box 2681 No. 168-200 Connaught Road Central Grand Cayman KY1-1111 Hong Kong Cayman Islands

Notes:

• (1) A member of the Company entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or, if he is the holder of more than one share, more proxies to attend and, vote in his stead. A proxy need not be a member of the Company. In order to be valid, the form of proxy must be deposited at the Company’s Hong Kong branch share registrar, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong together with a power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, not less than 48 hours before the time for holding the meeting or adjourned meeting.

• (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 of the Company.

• (3) Completion and return of the form of proxy will not preclude members from attending and voting in person at the extraordinary general meeting or any adjournment and in such event, the instrument appointing a proxy shall be deemed to be revoked.

• (4) As at the date of this notice, the board of directors of the Company comprises Mr. Chan Wai Keung, Mr. Chan Shi Yung, Mr. Chui Kwong Kau, and Mr. Wang Xiang Jun as executive directors; and Mr. Chang Kin Man, Mr. Ip Wing Lun and Ms. Li Yuen Yu, Alice as independent non-executive directors.

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