China Aoyuan Group Limited — Proxy Solicitation & Information Statement 2015

Apr 20, 2015

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(incorporated in the Cayman Islands with limited liability) (Stock Code: 3883)

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD ON WEDNESDAY, 20 MAY 2015

I/We [(Note][1)]

of

being the registered holder(s) of [(Note][2)]

shares of HK$0.01 each in the

share capital of China Aoyuan Property Group Limited (the “Company”) hereby appoint the Chairman of the meeting [(Note] 3)

or

of

as my/our proxy to attend, act and vote for me/us and on my/our behalf as directed below at the annual general meeting (the “AGM”) of the Company for the year 2015 to be held at Rooms Peony, Magnolia and Camomile, Lower Level II, Kowloon Shangri-La, 64 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong on Wednesday, 20 May 2015 at 11:00 a.m. (and at any adjournment thereof).

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

		ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS		FOR	AGAINST	AGAINST
	1.	To receive and consider the audited consolidated financial statements, the report of the
		directors and independent auditor’s report for the year ended 31 December 2014.
	2.	To declare a final dividend of RMB8.7 cents per share for the year		ended 31
		December 2014.
	3.	(a)To re-elect Ms Zhong Ping as executive director.
		(b)To re-elect Mr Paul Steven Wolansky as non-executive director.
		(c)To re-elect Mr Tsui King Fai as independent non-executive director.
		(d)To re-elect Mr Cheung Kwok Keung as independent non-executive director.
		(e)To authorize the board of directors to fix the respective directors’ remuneration.
	4.	To re-appoint Messrs Deloitte Touche Tohmatsu as auditors and to authorize the board
		of directors to fix their remuneration.
	5.	To give a general mandate to the directors to repurchase shares of the Company not
		exceeding 10% of the total number of issued shares of	the Company as at	the date of
		this resolution.
	6.	To give a general mandate to the directors to issue additional shares of the Company
		not exceeding 20% of the total number of issued shares	of the Company as	at the date
		of this resolution.
	7.	To extend the general mandate granted to the directors to issue additional shares of
		the Company by the aggregate number of the shares repurchased by the Company.
	Date:	2015	Signature(s)(Note 5)

Notes:

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

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 of the Company registered in your name(s).

3. Please insert the name and address of the proxy desired/If any proxy other than the Chairman of the meeting is preferred, please strike out the words “the Chairman of the meeting” and insert the name and address of the proxy desired in the space provided. A member entitled to attend and vote at the AGM may appoint a proxy to attend and on a poll, vote on his behalf, provided that if more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed. A proxy need not be a member of the Company. 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, PLEASE TICK (“ ✔ ”) THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK (“ ✔ ”) THE BOX MARKED “AGAINST”. If no direction is given, your proxy will vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the AGM other than those referred to in the notice convening the AGM.

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

6. In 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 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 of the Company.

7. In order to be valid, this form of proxy together with the power of attorney or other authority (if any) under which it is signed or a certified copy thereof, must be deposited at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the AGM or any adjournment thereof.

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