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China Aoyuan Group Limited Proxy Solicitation & Information Statement 2012

Apr 24, 2012

50911_rns_2012-04-23_8ee0ad8b-8bd8-4df3-9fae-b0d28adc1dc7.pdf

Proxy Solicitation & Information Statement

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3883)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IF HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of China Aoyuan Property Group Limited (the “Company”) will be held at Kowloon Shangri-La, 64 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong on Thursday, 10 May 2012 at 11 a.m. or any adjournment thereof, for the purpose of considering, and if thought fit, approving, by way of poll, among other things, the Disposal (as defined and describe in the circular of the Company date 24 April 2012 (the “Circular”)) and the transaction contemplated thereunder.

ORDINARY RESOLUTION

1. “ THAT :

  • (a) the Agreement (as defined and described in the Circular, a copy of which is produced to this meeting and marked “A” and signed by the chairman of this meeting for identification purpose) and the transactions contemplated under or incidental to the Agreement be and are hereby approved, confirmed and ratified; and

  • (b) any one of the directors of the Company (the “Director”) be and is hereby authorised for and on behalf of the Company to execute all such documents, instruments, agreements and deeds and do all such acts, matters and things as he/she may in his/her absolute discretion consider necessary, desirable or expedient for the purposes of or in connection with implementing, completing and giving effect to the Agreement and the transactions contemplated thereunder and to agree to such variations of the terms of the Agreement as he/she may in his/her absolute discretion consider necessary or desirable.”

By order of the Board

China Aoyuan Property Group Limited Guo Zi Wen

Chairman

Hong Kong, 24 April 2012

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Place of Business in Hong Kong: Room 5105, The Center 99 Queen’s Road Central Hong Kong

Registered Office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Notes:

  1. A member of the Company entitled to attend and vote at the EGM is entitled to appoint one proxy or more proxies to attend and, on a poll, vote on his behalf. A proxy need not be a member of the Company.

  2. To be valid, the form of proxy together with any power of attorney or other authority under which it is signed or a notarially certified copy of that power of attorney or authority must be deposited with the Hong Kong branch share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 48 hours before the time fixed for holding the meeting or any adjournment thereof.

  3. In the case of joint holders of any share of the Company, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such share as if he 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.

  4. Completion and return of the form of proxy will not preclude you from attending and voting at the EGM or any adjournment thereof should you wish, and in such event, the form of proxy shall be deemed to be revoked.

As at the date of this Notice, the executive directors of the Company are Mr. Guo Zi Wen, Mr. Guo Zi Ning, Mr. Yang Zhong, Mr. Lam Kam Tong, Ms. Xin Zhu and Mr. Hu Da Wei; the non-executive directors of the Company are Mr. Wu Jie Si and Mr. Paul Steven Wolansky; and the independent nonexecutive directors of the Company are Mr. Ma Kwai Yuen, Mr. Song Xian Zhong, Mr. Tsui King Fai and Mr. Cheung Kwok Keung.

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