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)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of China Nan Feng Group Limited (the “ Company ”) will be held at 10:00 a.m. on Monday, 5 June 2006 at Gun Room, Royal Hong Kong Yacht Club, Kellet Island, Causeway Bay, Hong Kong, for the purposes of considering and, if thought fit, passing, with or without modification, the following ordinary resolutions:

ORDINARY RESOLUTIONS

1. “ THAT conditional on the Listing Committee of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) granting the listing of, and permission to deal in, the Consolidated Shares (as defined below), with effect from 4:00 p.m. (Hong Kong time) on the date of passing this resolution:

2. (a) every ten issued and unissued shares of HK$0.01 each in the share capital of the Company be consolidated (the “ Share Consolidation ”) into one share (the “ Consolidated Share(s) ”) having a par value of HK$0.10 in the share capital of the Company;

3. (b) all of the Consolidated Shares resulting from the Share Consolidation shall rank pari passu in all respects and have the rights and privileges and be subject to the restrictions contained in the Company’s bye-laws as to shares; and

4. (c) any director of the Company (the “ Director ”) be and is hereby authorized to do all acts and things which in his opinion are necessary or expedient to effect and implement any of the foregoing.”

5. “ THAT conditional upon (a) the passing of ordinary resolution numbered 1 as set out in the notice convening this meeting; (b) the Listing Committee of the Stock Exchange granting or agreeing to grant (subject to allotment) and not having revoked the listing of and permission to deal in the Offer Shares (as defined below) in their fully-paid forms, which are to be allotted and issued to the shareholders of the Company pursuant to the terms and conditions of the Open Offer (as defined below); (c) the filing and registration of all documents relating to the Open Offer required by law to be filed or registered with the Registrar of Companies in Bermuda in accordance with the Companies Act 1981 of Bermuda and with the Registrar of Companies in Hong Kong in accordance with the Companies Ordinance in Hong Kong, respectively; and (d) the obligations of the Underwriters (as defined in the Circular) under the underwriting agreement dated 28 April 2006 entered into between the Company and the Underwriters (the “ Underwriting Agreement ”, a copy of which has been produced to the meeting marked “A” and signed by the chairman of the meeting for the purpose of identification) becoming unconditional and the Underwriting Agreement not being terminated in accordance with the terms thereof on or before 4:00 p.m. on the third business day following the last day for application for the Offer Shares,

6. (i) the issue by way of an open offer (the “ Open Offer ”) of 256,431,132 new Consolidated Shares (the “ Offer Shares ”) to the shareholders of the Company whose names appear on the register of members of the Company on 5 June 2006 (excluding those shareholders, if any, with registered addresses as shown in the register of members of the Company on that date are outside Hong Kong whom the board of directors (the “ Directors ”) of the Company consider it necessary or expedient to exclude after making the relevant enquiries) in the proportion of three Offer Shares for every one Consolidated Share then held and otherwise pursuant to and in accordance with the terms and conditions set out in the circular dated 19 May 2006 despatched to shareholders of the Company (the “ Circular ”, a copy of which has been produced to the meeting marked “B” and signed by the chairman of the meeting for the purpose of identification) be and it is hereby approved;

7. (ii) the Directors be and they are hereby authorised to allot and issue the Offer Shares pursuant to or in connection with the Open Offer notwithstanding that the same may be offered, allotted or issued otherwise than pro rata to the existing shareholders of the Company and, in particular, the Directors be and they are hereby authorised to make such exclusions or other arrangements in relation to fractional entitlements or overseas shareholders as they deem necessary or expedient having regard to any restrictions or obligation under the laws of, or the requirements of or the likely expenses and delay that may be incurred in determining the extent of any such restrictions, obligations or requirement of any recognised regulatory body or any stock exchange in, any territory applicable to the Company;

8. (iii) the Underwriting Agreement and the transactions contemplated thereby (including but not limited to the arrangement for the disposal of Offer Shares not validly applied for by the Independent Shareholders (as defined in the Circular) in excess of their assured allotment and the taking up of such excess Offer Shares by the Underwriters) be and the same are hereby approved, confirmed and ratified;

9. (iv) the Directors be and they are hereby authorised to sign and execute such documents and do all such acts and things incidental to the Open Offer or as they consider necessary or expedient in connection with the implementation of or giving effect to the Open Offer, the Underwriting Agreement and the transactions contemplated thereunder, including the satisfaction or fulfilment of any conditions to which the Underwriting Agreement is subject (subject to such variations which the Directors may consider necessary, desirable and in the best interest of the Company); and

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• (v) the Directors be and they are hereby generally and specifically authorised to allot and issue such number of new Consolidated Shares (the “ Special Mandate ”) as may be required to be allotted and issued pursuant to or in connection with the Open Offer and that the Special Mandate is in addition to, and shall not prejudice nor revoke the existing general mandate granted to the Directors by the shareholders of the Company in the annual general meeting of the Company or such other general or special mandate(s) which may from time to time be granted to the Directors prior to the passing of this Resolution.”

By Order of the Board China Nan Feng Group Limited Yip Wai Leung Jerry Chairman

Hong Kong, 19 May 2006

Head office and principal place of business in Hong Kong:

Room B, 11/F. Cheung Lee Industrial Building No. 9 Cheung Lee Street Chai Wan Hong Kong

Notes:

• 1 A member of the Company entitled to attend and vote at the meeting convened by the above notice is entitled to appoint a proxy or, if he is the holder of two or more shares, more than one proxy to attend and, subject to the provisions of the bye-laws of the Company, vote in his stead. A proxy need not be a member of the Company. A form of proxy for use at the meeting is enclosed herewith.

• 2 To be valid, the form of proxy together with a 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 with 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 appointed for holding the meeting or any adjournment thereof.

• Completion and return of the accompanying form of proxy will not preclude members of the Company from attending and voting in person at the meeting or any adjournment thereof should they so wish.

As at the date hereof, the Company has two executive Directors, namely Mr. Yip Wai Leung Jerry and Mr. Ming Kar Fook Charles and three independent non-executive Directors, namely Mr. So Yin Wai, Mr. Zhou Yaoming and Ms. Zhu You Chun.

* For identification purposes only

Please also refer to the published version of this announcement in China Daily.

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