China Aoyuan Group Limited — Proxy Solicitation & Information Statement 2008

Apr 29, 2008

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(incorporated in the Cayman Islands with limited liability)

(Stock Code: 3883)

PROXY FORM FOR USE AT THE ANNUAL GENERAL MEETING TO BE HELD ON 10 JUNE 2008

I/We[(Note][1)]

of being the registered holder(s) of

shares[(Note][2)] of HK$0.01 (‘‘Shares’’) each

in the capital of China Aoyuan Property Group Limited (the ‘‘Company’’), HEREBY APPOINT THE CHAIRMAN OF THE MEETING or[(Note][3)] of

as my/our proxy to (a) attend on my/our behalf at the Annual General Meeting (and at any adjournment thereof) of the Company to be held at 2/F, Gloucester Room, Mandarin Oriental, Hong Kong, 5 Connaught Road, Central, Hong Kong on Tuesday, 10 June 2008 at 3:00 p.m. for the purpose of considering and, if thought fit, passing the resolutions set out in the notice convening the said meeting and at such meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below[(Note][4)] :

	ORDINARY RESOLUTIONS(Note 5)	ORDINARY RESOLUTIONS(Note 5)	ORDINARY RESOLUTIONS(Note 5)	FOR(Note 4)	FOR(Note 4)	AGAINST(Note 4)
1.	To receive and consider the audited consolidated financial statements and the reports of the directors and of the auditors of the Company for the year ended 31 December 2007
2.	To declare a final dividend for the year ended 31 December 2007]
3a.	To re-elect the following persons as directors:
	(i) Guo Zi Wen			(i)		(i)
	(ii) Guo Zi Ning			(ii)		(ii)
	(iii) Zheng Jian Jun			(iii)		(iii)
	(iv) Paul Steven Wolansky			(iv)		(iv)
	(v) Leung Ping Chung, Hermann			(v)		(v)
	(vi) Song Xian Zhong			(vi)		(vi)
	(vii) Ma Kwai Yuen			(vii)		(vii)
	(viii) Tsui King Fai			(viii)		(viii)
	(ix) Hu Da Wei			(ix)		(ix)
3b.	To authorize the board of directors to fix directors’ remuneration
4.	To re-appoint Messrs. Deloitte Touche Tohmatsu as auditors and authorise the board of directors to fix their remuneration
5.	To give a general mandate to the directors to issue, allot and deal with additional shares not exceeding 20% of the issued share capital of the Company as at the date of this resolution.
6.	To give a general mandate to the directors to purchase shares not exceeding 10% of the issued share capital of the Company as at the date of this resolution.
7.	To extend the general mandate granted to the directors to issue shares in the capital of the Company by an additional amount representing the aggregate amount of the share capital of the Company repurchased pursuant to the foregoing resolution no. 6.
Dated this Notes:		day of	2008. Signature

1. Full name(s) and address(es) to be inserted in BLOCK LETTERS. 2. 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).

2. TheMEETINGproxy’’needand insertnot bethea namememberandofaddressthe Company.of the proxyIf anydesiredproxyin theotherspacethanprovided.the ChairmanYou mayis appointpreferred,onepleaseproxystrikeor (if holdingout wordstwo‘‘orTHEmoreCHAIRMANshares) moreOFproxiesTHE to attend the meeting. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS PROXY. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

3. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK THE APPROPRIATE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK THE APPROPRIATE BOX MARKED ‘‘AGAINST’’. Failure to complete any of the boxes will entitle your proxy to cast his vote 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.

4. The full text of the resolutions no. 5 to 7 referred to above appears in the notice of the meeting dated 30 April 2008.

5. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer or attorney duly authorized.

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.

7. HopewellTomustbe bevalid,depositedCentre,this form183at oftheQueenproxy,Company’s Roadtogether’s East,branchwithWanchai,thesharepowerregistrarsHongof attorneyKong,in Hongnot(if any)lessKong,orthanotherComputershare48 authorityhours before(ifHongany)the underKongtime appointedwhichInvestorit isServicesforsignedholdingorLimitedathenotariallymeetingat Shopscertifiedor 1712any copy–adjournment1716,thereof,17/F thereof.

8. Completion and delivery of the form of proxy will not preclude you from attending and voting at the meeting if you so wish.