China Foods Limited — Proxy Solicitation & Information Statement 2005

Feb 17, 2005

==> picture [48 x 52] intentionally omitted <==

G-PROP (HOLDINGS) LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 286)

Special General Meeting

Form of Proxy

Form of proxy for the Special General Meeting (the ‘‘Meeting’’) of G-Prop (Holdings) Limited (the ‘‘Company’’) to be held at Concord Room 2-3, 8th Floor, Renaissance Harbour View Hotel, No. 1 Harbour Road, Wanchai, Hong Kong on Monday, 7 March 2005 at 10:00 a.m.:

I/We, (Note 1)

of –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

being the registered holder(s) of (Note 2) –––––––––––––––––––––––––––––––––––––––––––––––– shares of HK$0.01 each

in the capital of the Company, HEREBY APPOINT the Chairman of the Meeting or (Note 3)

of –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

as my/our proxy to act for me/us and on my/our behalf at the Meeting to be held at Concord Room 2-3, 8th Floor, Renaissance Harbour View Hotel, No. 1 Harbour Road, Wanchai, Hong Kong on Monday, 7 March 2005 at 10:00 a.m. for the purpose of considering and, if thought fit, passing the resolution (with or without amendments) as set out in the Notice convening the Meeting (‘‘Notice’’) and at such Meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolution as hereunder indicated, and if no indication is given, as my/our proxy thinks fit.

RESOLUTION FOR (Note 4) AGAINST (Note 4)

To renew the general mandate to allot and issue Shares of the Company

Dated this ––––––––––––––– day of ––––––––––––––– 2005 Signature (Note 5)

Notes:

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

2. Please insert the number of shares registered in your name(s) to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

3. If any proxy other than the Chairman is preferred, strike out the words ‘‘the Chairman of the Meeting or’’ herein inserted and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT. A member entitled to attend and vote at the Meeting is entitled to appoint more than one proxy to attend and, on a poll, vote in his stead. A proxy need not be a member of the Company, but must attend the Meeting to represent you.

4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, PLEASE TICK THE APPROPRIATE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, PLEASE TICK THE APPROPRIATE BOX MARKED ‘‘AGAINST’’. Failure to tick the box will entitle your proxy to cast your votes at his discretion or abstain from the resolution.

5. This form of proxy must be signed by you or your attorney duly authorised in writing or, if you are a corporation, must either be executed under its common seal or under the hand of an officer or attorney duly authorised.

6. To be valid, this form of proxy, together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority, must be deposited at the Company’s branch share registrar, Secretaries Limited, at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong, not later than 48 hours before the time fixed for the Meeting or at any adjournment thereof.

7. Where there are joint holders of a share of the Company, any one of such joint holders may vote at the Meeting either personally or by proxy in respect of such share as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the Meeting personally or by proxy, that one of such joint holders so present whose name stands first on the register of members of the Company shall alone be entitled to vote in respect of such share.

8. Completion and return of this form of proxy will not preclude you from attending the Meeting and voting in person if you so wish. In the event that you attend the Meeting after having lodged this form of proxy, it will be deemed to have been revoked.

9. As at the date of the Notice, the executive directors of the Company are Mr. Aaron Tam, Chong-cheong, Mr. Leung, Wing-pong and Ms. Jackie Shek, Lai-ping and the independent non-executive directors of the Company are Mr. Leung, Yun-fai, Mr. Lam, Yat-fai and Dr. David Chain, Chi-woo.