Green Energy Group Limited — Proxy Solicitation & Information Statement 2006

May 19, 2006

CHINA NAN FENG GROUP LIMITED 中國南峰集團有限公司[*]

(incorporated in Bermuda with limited liability)

(stock code: 979)

PROXY FORM

Form of proxy for use by shareholders at the special general meeting (“Meeting”) of China Nan Feng Group Limited to be held at 10:00 a.m. on Monday, 5 June 2006 (or any adjournment thereof)

I/We (note a)

of

,

being the registered holder(s) of (note b)

shares of HK$0.01 each in the capital of CHINA NAN FENG GROUP LIMITED （中國南峰集團有限公司） * (“ Company ”) hereby appoint the Chairman of the Meeting or

o f

to act as my/our proxy (note c) to act for me/us at the Meeting of the Company to be held at Gun Room, Royal Hong Kong Yacht Club, Kellet Island, Causeway Bay, Hong Kong at 10:00 a.m. on Monday, 5 June 2006 (or at any adjournment thereof) and to vote for me/us and in my/our name(s) in respect of the said resolutions as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit.

Please tick (“ ”) in the appropriate boxes to indicate how you wish your vote(s) to be cast (notes d and e) .

RESOLUTIONS	RESOLUTIONS	FOR	AGAINST
1.	To approve the Share Consolidation (as defined in the circular (“Circular”) of the Companydated 19 May2006)
2.	To approve the Open Offer (as defined in the Circular) and the grant of the Special Mandate (as defined in the Circular)

Dated this day of

Shareholder’s signature (notes f to i)

Notes:

• (a) Full name(s) and address(es) to be inserted in BLOCK CAPITAL LETTERS . The name(s) of all joint registered holders should be stated.

• (b) Please insert the number of shares 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 capital of the Company registered in your name(s).

• (c) A proxy need not be a member of the Company. If you wish to appoint some person other than the Chairman of the Meeting as your proxy, please delete the words “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 FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

• (d) If you wish to vote for any of the resolutions set out above, please tick (“ ”) the appropriate box marked “For”. If you wish to vote against any resolution, please tick (“ ”) the appropriate box marked “Against”. If this form returned is duly signed but without specific direction on any of the proposed resolutions, the proxy will be entitled to vote or abstain at his discretion in respect of all resolutions; or if in respect of a particular proposed resolution there is no specific direction, the proxy will, in relation to that particular proposed resolution, be entitled to vote or abstain at his discretion. A proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those set out in the notice convening the Meeting.

• (e) The full text of the Resolutions appears in the notice of the Meeting dated 19 May 2006.

• (f) In the case of a joint holding, this form of proxy may be signed by any joint holder. If, however, more than one joint holder is present at the Meeting, whether in person or by proxy, the vote of the senior who tenders a vote will be accepted to the exclusion of the votes of the other joint holder(s), and for this purpose seniority will be determined by the order in which the names stand in the register of members of the Company.

• (g) The form of proxy must be signed by a shareholder, or his attorney duly authorised in writing, or if the shareholder is a corporation, either under its common seal or under the hand of an officer or attorney so authorised.

• (h) 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 offices of the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17/F Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not later than 48 hours before the time of the Meeting or any adjournment thereof.

• (i) Completion and delivery of the form of proxy will not preclude you from attending and voting in person at the Meeting (or any adjournment thereof) if you so wish.

* For identification purpose only