Yadea Group Holdings Ltd. — Proxy Solicitation & Information Statement 2006

Jan 27, 2006

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 EXTRAORDINARY GENERAL MEETING TO BE HELD ON 14 February 2006 (or any adjournment thereof)

I/We [1] ,

of

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 Extraordinary General Meeting (the “Meeting”), or of

as my/our proxy to attend the Meeting (or any adjournment thereof) of the Company to be held at Room 2705, 27th Floor, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong on Tuesday, 14 February 2006 at 10:00 a.m. and vote for me/us and on my/our behalf in respect of the resolution set out in the notice of the Meeting as indicated below.

Resolution	For4	Against4
1 To approve the refreshment of the scheme mandate under the share option scheme of the Company

Signature [7] :

Dated this day of 2006.

Notes:—

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

2. Please insert the number of shares of HK$0.10 each in the Company registered in your name(s) and to which this proxy relates. 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 Extraordinary General Meeting” and insert the name and address of the proxy desired in the space provided. A member may appoint any number of proxies to attend in his stead. 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 the resolution 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 resolution 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. 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 Meeting or any adjourned Meeting. Delivery of this form of proxy will not preclude you from attending and voting in person at the Meeting and, in such event, this form of proxy will be deemed to be revoked.

6. Where there are joint registered holders of any share, any one of such persons may vote at the Meeting, either personally or by its duly authorised representative or by proxy, in respect of such Share as if he were solely entitled thereto; but if more than one of such joint holders be present at the Meeting personally or by proxy, that one of such persons being the most or, as the case may be, the more senior shall alone be entitled to vote, 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 Meeting in person to represent you.