China Environmental Resources Group Limited — Proxy Solicitation & Information Statement 2008

Jul 22, 2008

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 special general meeting to be held on 8 August 2008

I/We (note 1)

the registered holder(s) of

of

being

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 special general meeting of the Company to be held at Room M6, 4th Floor, Opulent Building, 402-406 Hennessy Road, Wan Chai, Hong Kong on Friday, 8 August 2008 at 3:30 p.m. (and at any adjournment thereof) as indicated below (note 4) .

ORDINARY RESOLUTION	FOR(Note 4)	AGAINST(Note 4)
1.To approve and grant the refreshment of a general mandateto the directors to allot, issue and deal with unissuedshares of the Company.

Dated 2008 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 resolution 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 Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

8. Any member of the Company entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxies to attend and vote on his behalf. 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.

• For identification purpose only