China Environmental Resources Group Limited — Proxy Solicitation & Information Statement 2005

Oct 26, 2005

BENEFUN INTERNATIONAL HOLDINGS LIMITED 奮 發 國 際 控 股 有 限 公 司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1130)

PROXY FORM FOR USE AT THE ANNUAL GENERAL MEETING TO BE HELD ON 16 DECEMBER 2005.

I/We (note 1)

of

being the registered holder(s) of

shares (note 2) of HK$0.01 each in the capital of BENEFUN INTERNATIONAL HOLDINGS LIMITED

(“the Company”) HEREBY APPOINT THE CHAIRMAN OF THE MEETING or (note 3)

of

as my/our proxy to attend and vote for me/us at the annual general meeting of the Company to be held at Room M5, 4th Floor, Opulent Building, 402-406 Hennessy Road, Wanchai, Hong Kong on Friday, 16 December 2005 at 3:15 p.m. (and at any adjournment thereof) as indicated below (note 4) .

	FOR (Note 4)	AGAINST (Note 4)

	FOR (Note 4)	AGAINST (Note 4)
1. To receive and consider the audited financial statements and the reports of the directors and auditors for the year ended 30 June, 2005.
2. (i) To re-elect Mr. WongKwai Sang,Kays as director.
(ii) To re-elect Mr. TsangChun Pongas director.
(iii) To fix the remuneration of the directors
3. To appoint auditors and to authorise the directors to fix their remuneration.
4. Ordinary Resolution (to grant a general mandate to directors to issue new shares of the Company).
5. Special Resolution (to approve the amendment to the Articles of Association).

Dated

, 2005 Shareholder’s signature (Note 5)

Notes:–

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

2. Please insert the number of shares of HK$0.01 each registered in your name(s). If no number is inserted, the proxy form will be deemed to relate to all the shares of the Company registered in your name(s).

3. If any proxy other than the Chairman is preferred, strike out “ THE CHAIRMAN OF THE MEETING or” and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT .

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK THE BOX MARKED “FOR” BESIDE THE APPROPRIATE RESOLUTION. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK THE BOX MARKED “AGAINST” BESIDE THE APPROPRIATE RESOLUTION . Failure to complete any or all boxes will entitle your proxy to cast his votes on the relevant resolutions at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

5. This proxy form must be signed by you or your attorney duly authorized in writing or, in the case of a corporation this proxy form must be under its common seal or under the hand of an officer or attorney duly authorized.

6. Where there are joint registered holders of any share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such shares as if he was solely entitled thereto; but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such shares shall alone be entitled to vote in respect thereof.

7. To be valid, the proxy form together with any power of attorney or other authority (if any) under which it is signed or notarially certified copy of such power or authority must be deposited at the head office and principal place of business of the Company at 23rd Floor, Sing Ho Finance Building, 166-168 Gloucester Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

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

9. Completion and deposit of the proxy form will not preclude you from attending and voting at the meeting if you so wish.

10. For identification purpose only