GDF Guangdong Dev.

RNS Number:1445T
Guangdong Development Fund Ld
25 April 2008


This document is important and requires your immediate attention. If you are in
any doubt as to what action you should take, you are recommended to seek your
own financial advice from your stockbroker or other appropriate independent
advisers. If you have sold or transferred all of your shares in Guangdong
Development Fund Limited, please forward this document, together with the
accompanying documents, as soon as possible to the purchaser or transferee or to
the stockbroker, bank or other agent through whom the sale or transfer was
effected for transmission to the purchaser or transferee.

                       GUANGDONG DEVELOPMENT FUND LIMITED
                                (the "Company")

            (a company incorporated with limited liability in Jersey
               under the Companies (Jersey) Law 1991, as amended)

                        Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be
held at Unit 601-2, 6th Floor, St. George's Building, 2 Ice House Street,
Central, Hong Kong on 18 June 2008 at 4:00 p.m. (Hong Kong time) for the
following purposes:

1. To receive and consider the Audited Consolidated Financial Statements and the
Reports of the Directors and Auditors for the year ended 31 December 2007.

2. To authorise the Board to fix Directors' remuneration.

3. To re-appoint Auditors and to authorise the Board to fix their remuneration.


By Order of the Board


ACE Secretaries Limited
Company Secretary

22 April 2008


Registered Office:
47 Esplanade, St. Helier, Jersey, Channel Islands.


Notes:

Entitlement to attend and vote

 1. A shareholder entitled to attend and vote at the meeting convened by the
    above notice is entitled to appoint one or more proxies to attend and vote
    instead of him. A proxy need not be a member of the Company but must attend
    the meeting to represent the shareholder. Details of how to appoint the
    Chairman of the meeting or another person as a proxy using the proxy form
    are set out in the notes to the proxy form. If a shareholder fails to
    indicate how he or she wishes his/her proxy to vote on any particular
    matter, then the proxy will be entitled to exercise his/her discretion as to
    whether, and if so how, he or she votes.


Appointment of proxies

 2. To be valid, the instrument appointing a proxy and the power of attorney or
    other authority (if any) under which it is signed, or a copy of such
    authority notarially certified, must be deposited at the Company's transfer
    agent, Capita Registrars Limited, The Registry, 34 Beckenham Road,
    Beckenham, Kent, BR3 4TU, England not later than 9:00 a.m. (London time) on
    17 June 2008, and not less than 24 hours before the time appointed for any
    adjournment thereof.

 3. In the case of a shareholder which is a company, the instrument appointing a
    proxy must be executed under its common seal or signed on its behalf by an
    officer of the company or an attorney for the company.

 4. The register of members of the Company will be closed from 11 June 2008 to 18
    June 2008 (both days inclusive) (or for the period of seven days prior to an
    adjourned), during which period no transfer of shares will be effected. In
    order to qualify for voting at Annual General Meeting, all transfers of
    shares accompanied by the relevant share certificates must be lodged with
    the Company's transfer agent, Capita Registrars Limited, The Registry, 34
    Beckenham Road, Beckenham, Kent, BR3 4TU, England not later than 4:00 p.m.
    (London time) on 10 June 2008 (or 4:00 p.m. on the day eight days prior to
    the adjourned meeting).


Appointment of proxy by joint members

5.  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 or she were solely entitled thereto, but if more than one of
    such joint holders are present at the meeting, personally or by proxy, then one
    of the said persons so present whose name stands first on the register in
    respect of such share shall alone be entitled to vote in respect thereof.


Changing proxy instructions

6.  To change your proxy instructions simply submit a new proxy appointment
    using the methods set out above. Note that the cut-off time for receipt of proxy
    appointments (see above) also apply in relation to amended instructions; any
    amended proxy appointment received after the relevant cut-off time will be
    disregarded.

    If you submit more than one valid proxy appointments, the appointment received
    last before the latest time for the receipt of proxies will take precedence.


Termination of proxy appointments

 7. In order to revoke a proxy instruction, you will need to inform the Company
    in writing. The revocation notice must be received by the Company's transfer
    agent, Capita Registrars Limited, The Registry, 34 Beckenham Road,
    Beckenham, Kent, BR3 4TU, England not later than 9:00 a.m. (London time) on
    17 June 2008, and not less than 24 hours before the time appointed for any
    adjournment thereof. If you attempt to revoke your proxy appointment but the
    revocation is received after the time specified then, subject to the
    paragraph directly below, your proxy appointment will remain valid.


    Appointment of a proxy does not preclude you from attending the Meeting and
    voting in person. If you have appointed a proxy and attend the Meeting in
    person, your proxy appointment will automatically be terminated.


Issued shares and total voting rights

8.  As at 4:00 p.m. (Hong Kong time) on 22 April 2008, the Company's issued
    share capital comprised 96,900,000 ordinary shares of US$0.01 each. Each
    ordinary share carries the right to one vote at a general meeting of the Company
    and, therefore, the total number of voting rights in the Company as at 4:00 p.m.
    (Hong Kong time) on 22 April 2008 is 96,900,000.


Recommendation

The directors of the Company consider that all the proposals to be considered at
the Annual General Meeting are in the best interests of the Company and its
members as a whole and are most likely to promote the success of the Company for
the benefit of its members as a whole. The directors unanimously recommend that
you vote in favour of all the proposed resolutions as they intend to do in
respect of their own beneficial holdings.






                      This information is provided by RNS
            The company news service from the London Stock Exchange

END
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