China Foods Limited — Proxy Solicitation & Information Statement 2011

Apr 20, 2011

G-PROP (HOLDINGS) LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 286)

Form of Proxy for Annual General Meeting

I/We, [(Note 1) ]

of

being the registered holder(s) of [(Note 2) ]

shares

of HK$0.01 each in the capital of G-PROP (HOLDINGS) LIMITED (the “Company”), HEREBY APPOINT [(Note 3)] the Chairman of the Meeting,

or

of

as my/our proxy to attend the Annual General Meeting (the “Meeting”) (or at any adjournment thereof) of the Company to be held at Concord Room I, 8th Floor, Renaissance Harbour View Hotel Hong Kong, No. 1 Harbour Road, Wanchai, Hong Kong on Thursday, 26th May, 2011 at 10:00 a.m. and to vote for me/us and on my/our behalf in respect of the resolutions as hereunder indicated.

	Resolutions	Resolutions	Resolutions	For(Note 4)	Against(Note 4)
1.	To receive and consider the audited consolidated Financial Statements, Directors’ Report andAuditors’ Report for theyear ended 31st December, 2010.
2.	To approvepayment of final dividend for theyear ended 31st December, 2010.
3.	(i)To re-elect Mr. Leung, Yun-fai as Director;
	(ii)To re-elect Mr. Kong, Chi-mingas Director; and
	(iii)To authorise the Directors to fix the remuneration of the Directors.
4.	To re-appoint the Auditors and to authorise the Directors to fix the remuneration of the Auditors.
5.	Togive ageneral mandate to the Directors topurchase shares of the Company.
6.	Togive ageneral mandate to the Directors to issue, allot and deal with shares of the Company.
7.	Conditional upon the passing of resolutions nos. 5 and 6, to extend the general mandate given tothe Directors to issue, allot and deal with shares not exceeding the aggregate number of sharespurchasedpursuant to thegeneral mandategranted under resolution no. 5.
Date:	day of	, 2011Signature_(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 in the capital of the Company 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 Chairman of the Meeting’’ and insert in BLOCK CAPITALS the full name and address of the proxy desired in the space provided. You are entitled to appoint one or more separate proxies and the proxy need not be a member of the Company.

4. Please indicate with a “ ” in the spaces opposite to each of the resolutions showing how you wish the proxy to vote on your behalf. In the absence of any such indication, the proxy may vote for or against the resolutions or may abstain 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 form of proxy must be signed by you or your attorney duly authorised in writing or, in case of a corporation, must be either under its common seal or under the hand of an officer or attorney or other person duly authorised.

6. Where there are joint registered holders of any share, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such share as if he was solely entitled thereto, but if more than one of such joint holders be present at the 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 and will be accepted to the exclusion of other joint registered holders in respect hereof.

7. To be valid, this form of proxy together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) must be deposited at the Company’s branch registrar and transfer office in Hong Kong, Tricor Secretaries Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the Meeting or at any adjournment thereof.

8. Whether or not you intend to be present at the Meeting, you are welcome to complete the form of proxy. The completion of a form of proxy and returning it to the Company’s branch registrar and transfer office in Hong Kong will not preclude you from attending and voting in person at the Meeting or poll concerned and, in such event, the appointment of the proxy will be deemed to be revoked.

9. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.