China Foods Limited — Proxy Solicitation & Information Statement 2008

Apr 30, 2008

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(Incorporated in Bermuda with limited liability)

(Stock Code: 506)

Form of Proxy for Special General Meeting

I/We, (Note 1) of

being the registered holder(s) of (Note 2) shares of HK$0.10 each in the capital of the above named Company, HEREBY APPOINT (Note 3) the chairman of the special general meeting or any adjournment thereof (the “Meeting”), or

of

as my/our proxy to act for me/us at the Meeting to be held at Chairman Suite, World Trade Centre Club Hong Kong, 38th Floor, World Trade Centre, 280 Gloucester Road, Causeway Bay, Hong Kong on Monday, 19 May 2008 at 10:45 a.m. for the purpose of considering and, if thought fit, passing with or without modifications, the resolution set out in the notice convening the Meeting and at the Meeting to vote for me/us and in my/our name(s) in respect of such resolution as hereunder indicated and, of no such indication is given, as my/our proxy thinks fit.

	as my/our proxy to act for me/us at the Meeting to be held at Chairman Suite, World Trade Centre Club Hong Kong, 38th Floor, World Trade Centre, 280 Gloucester Road, Causeway Bay, Hong Kong on Monday, 19 May 2008 at 10:45 a.m. for the purpose of considering and, if thought fit, passing with or without modifications, the resolution set out in the notice convening the Meeting and at the Meeting to vote for me/us and in my/our name(s) in respect of such resolution as hereunder indicated and, of no such indication is given, as my/our proxy thinks fit.	as my/our proxy to act for me/us at the Meeting to be held at Chairman Suite, World Trade Centre Club Hong Kong, 38th Floor, World Trade Centre, 280 Gloucester Road, Causeway Bay, Hong Kong on Monday, 19 May 2008 at 10:45 a.m. for the purpose of considering and, if thought fit, passing with or without modifications, the resolution set out in the notice convening the Meeting and at the Meeting to vote for me/us and in my/our name(s) in respect of such resolution as hereunder indicated and, of no such indication is given, as my/our proxy thinks fit.
	ORDINARY RESOLUTION FOR (Note 4) AGAINST (Note 4) 1. To approve the revised maximum aggregate transaction value of the edible oils to be purchased for the year 2008.* Signature(s) (Note 6) Dated 2008
	1. To approve the revised maximum aggregate transaction value of the edible oils to be purchased for the year 2008.*
	Signature(s) (Note 6)	Dated

Notes:

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

2. Please insert the number of shares of HK$0.10 each registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).

3. If any proxy other than the chairman of the Meeting is preferred, strike out the words “THE CHAIRMAN OF THE SPECIAL GENERAL MEETING OR ANY ADJOURNMENT THEREOF (THE “MEETING”) or” herein stated and insert the name and address of the proxy desired in the space provided in BLOCK CAPITALS. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY.

4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, PLEASE INDICATE WITH A TICK IN THE RELEVANT BOXES MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, PLEASE INDICATE WITH A TICK IN THE RELEVANT BOXES MARKED “AGAINST”. Failure to complete the box will entitle your proxy to cast your vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than that referred to in the Notice convening the Meeting.

5. The register of members of the Company will be closed from Wednesday, 14 May 2008 to Monday, 19 May 2008 with both days inclusive. In order to qualify for attending and voting at the Meeting, all transfer documents should be lodged for registration with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Progressive Limited at 26/F. Tesbury Centre, 28 Queen’s Road East, Hong Kong by 4:00 p.m. on Tuesday, 13 May 2008.

6. In order to be valid, this form of proxy together with the power of attorney (if any) or other authority (if any) under with it is signed, or a notarially certified copy thereof, must be lodged at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Progressive Limited at 26/F. Tesbury Centre, 28 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or the adjourned Meeting.

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

8. In case of joint holders, the vote of the senior who tenders a vote whether in person or by proxy, shall be accepted on the exclusion of the votes of the other joint holders, and for this purpose, seniority will be determined by the order in which the names stand in register in respect of the joint holding.

9. The proxy need not be a member of the Company but must attend the Meeting in person to represent you.

10. Completion and delivery of this form of proxy will not preclude you from attending and voting at the Meeting. In such event, the instrument appointing a proxy shall be deemed to be revoked.

11. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

12. The full text of this Resolution is set out in the Notice of the Special General Meeting.