China Aoyuan Group Limited — Proxy Solicitation & Information Statement 2010

Apr 30, 2010

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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 11 JUNE 2010

I/We[(Note][1)] of

being the registered holder(s) of shares[(Note][2)] of HK$0.01 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 Kowloon Shangri-La, 64 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong on Friday, 11 June 2010 at 3:00 p.m. for the purpose of consideringthereof) to voteand,forif thoughtme/us andfit,inpassingmy/ourthename(s)resolutionsin respectset outof inthetheresolutionsnotice conveningas indicatedthe saidbelowmeeting[(Note][4)] :and at such meeting (and at any adjournment

Please make a mark in the appropriate boxes to indicate now you wish your vote(s) to be cast on a poll[(Note][4)]

		ORDINARY RESOLUTIONS(Note 5)	FOR(Note 4)	AGAINST(Note 4)
	1.	To receive and consider the audited consolidated financial statements and the reports of thedirectors and of the auditors of the Company for the year ended 31 December 2009.
	2.	To declare a final dividend for the year ended 31 December 2009.
	3.	To declare a special dividend for the year ended 31 December 2009.
	4a.	To re-elect the following persons as directors:
		(i)Guo Zi Ning	(i)	(i)
		(ii)Lam Kam Tong	(ii)	(ii)
		(iii)Xin Zhu	(iii)	(iii)
		(iv)Leung Ping Chung, Hermann	(iv)	(iv)
		(v)Song Xian Zhong	(v)	(v)
	4b.	To authorize the board of directors to fix directors’ remuneration.
	5.	To re-appoint Messrs. Deloitte Touche Tohmatsu as auditors and authorise the board ofdirectors to fix their remuneration.
	6.	To give a general mandate to the directors to allot, issue and deal with additional shares notexceeding 20% of the issued share capital of the Company as at the date of passing of thisresolution.
	7.	To give a general mandate to the directors to purchase shares not exceeding 10% of theissued share capital of the Company as at the date of passing of this resolution.
	8.	To extend the general mandate granted to the directors to issue shares in the capital of theCompany under the foregoing resolution no. 6 by an additional amount representing theaggregate amount of the share capital of the Company repurchased pursuant to the foregoingresolution no. 7.

Dated this day of 2010.

Signature[(Note][6)]

Notes:

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).

3. outThewordsproxy ‘‘needTHEnotCHAIRMANbe a memberOFofTHEthe MEETINGCompany ’’butandmustinsertattendthe thenamemeetingand addressin personof theto proxyrepresentdesiredyou.inIftheanyspaceproxyprovided.other thanYouthemayChairmanappointisonepreferred,proxy orplease(if holdingstrike two or more shares) more proxies 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.

4. 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.

5. The full text of the resolutions nos. 6 to 8 referred to above appears in the notice of the meeting dated 30 April 2010.

6. 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.

7. 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.

8. QueenbeTo depositedbe ’valid,s RoadthisatEast,theformCompanyWanchai,of proxy,’sHongbranchtogetherKong,sharewithnotregistrarsthelesspowerthanin48ofHonghoursattorneyKong,before(if Computershareany)the timeor otherappointedauthorityHongforKong(ifholdingany)Investorunderthe meetingServiceswhich orit LimitedisanysignedadjournmentatorShopsa notarially17Mthereof.Floor,certifiedHopewellcopy thereof,Centre,must183

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