Yadea Group Holdings Ltd. — Proxy Solicitation & Information Statement 2004

Oct 29, 2004

CHAODA MODERN AGRICULTURE (HOLDINGS) LIMITED 超大現代農業（控股）有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 682)

FORM OF PROXY FOR ANNUAL GENERAL MEETING

I/We [1] ,

of

share(s) of HK$0.10 each in the capital of Chaoda

being the registered holder(s) of [2] share(s) of HK$0.10 each in the capital of Chaoda Modern Agriculture (Holdings) Limited (the “Company”), HEREBY APPOINT [3] the Chairman of the Meeting, or of

as my/our proxy to attend the Annual General Meeting (or any adjournment thereof) of the Company to be held at Queensway & Victoria, Level 3, JW Marriott Hotel, Pacific Place, 88 Queensway, Hong Kong on Thursday, 25 November 2004 at 10:30 a.m. and vote for me/us and on my/our behalf in respect of the undermentioned resolutions as indicated.

	Resolution	For4	Against4
1	To receive and consider the audited financial statements, directors’ report
	and auditors’ report for theyear ended 30 June 2004
2(i)	To approve the final dividend for theyear ended 30 June 2004
2(ii)	To approve the special dividend for theyear ended 30 June 2004
3(i)	To re-elect Mr. Kwok Ho as a director of the Company
3(ii)	To re-elect Mr. IpChi Mingas a director of the Company
3(iii)	To re-elect Dr. Lee Yan as a director of the Company
3(iv)	To re-elect Madam Luan Yue Wen as a director of the Company
3(v)	To authorise the board of directors to fix the remuneration of the
	directors
4	To re-appoint auditors of the Company and to authorise the board of
	directors to fix the remuneration of the auditors
5A	To grant a general mandate to the directors to purchase shares of the
	Company
5B	To grant a general mandate to the directors to allot, issue and deal with
	shares of the Company
5C	Conditional on the passing of resolutions 5A and 5B, to grant a general
	mandate to the directors to allot, issue and deal with shares not
	exceeding the aggregate number of shares purchased pursuant to the
	mandategranted under resolution 5A
6A	To amend the existing Memorandum of Association of the Company as
	set out in the notice conveningthe above Annual General Meeting
6B	To amend the existing Articles of Association of the Company as set
	out in the notice conveningthe above Annual General Meeting
6C	To adopt the amended and restated Memorandum and Articles of
	Association of the Company

Signature [7] :

Dated this

day of 2004.

Notes:—

1. Please insert full name(s) and address(es) in BLOCK CAPITALS .

2. Please insert the number of shares of HK$0.10 each in 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 Annual General Meeting is preferred, strike out “the Chairman of the Meeting” 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(S) WHO SIGN(S) IT .

4. Please indicate with a “ ” in the spaces opposite to each of the resolutions 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 Annual General Meeting other than those referred to in the notice convening the Annual General Meeting.

5. To be valid, you are requested to lodge this form, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, at the Company’s principal office in Hong Kong at Room 2705, 27th Floor, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the Annual General Meeting or adjournment thereof.

6. In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, 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.

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

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