Guangzhou R&F Properties Co., Ltd. — Proxy Solicitation & Information Statement 2006

May 12, 2006

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(a joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 2777)

Proxy Form for Special General Meeting

To be held on 27 June 2006 or any adjournment thereof number of shares to which this proxy form relates [(Note][1)] Domestic share/H share [(Note][2)]

I/We [(Note][3)]

of

being the registered holder(s) of

shares

of domestic shares/H shares [(Note][4)] in Guangzhou R&F Properties Co., Ltd. (the “Company”) hereby appoint the chairman of

the meeting or

of

as my/our proxy(ies) to attend and act

for me/us at the Special General Meeting (the “SGM”) to be held at 1103 Yue Xiu Building, 160-174 Lockhart Road, Wanchai, Hong Kong at 11:00 a.m. on 27 June 2006 and to vote at such meeting or any adjournment thereof in respect of the resolution as hereunder indicated or, if no such indication is given, as my/our proxy(ies) thinks fit.

	Resolutions			For (%)	For (%)	For (%)		Against (%)	Against (%)	Against (%)
Special Resolution
To authorize the board of directors to subdivide each of the domesstic share
and H share with a nominal value of RMB1.00 into 4 domestic shares and H
shares with a nominal value of RMB0.25 each respectively; and to authorize
the board of directors to make necessary amendments to the Articles of
Association as the board of directors thinks fit.

Signature of Shareholder(s):

Date:

Notes:

1. Please insert the number of shares of the Company registered in your name(s) and to which this proxy form relates. If no such number is inserted, this proxy form will be deemed to relate to all shares of the Company registered in your name.

2. Please specify the type of securities.

3. Please insert name(s) and address(es) of shareholder(s) as shown in the register of shareholders.

4. Please insert the number of shares of the Company registered in your name(s).

5. If any proxy other than the chairman of the meeting is preferred, strike out “the chairman of the meeting, or” and insert the name of the proxy in the space provided. If no name is inserted, the chairman of the meeting will act as your proxy. Each shareholder is entitled to appoint one or more proxy(ies) to attend and vote at the meeting. A proxy need not be a shareholder of the Company. Any alternation made to this proxy form must be signed by the signer.

6. Important: If you wish to vote for the resolution, tick in the box marked “For”. If you wish to vote against the resolution, tick in the box marked “Against”. Failure to tick either box will entitle your proxy to cast your vote in his discretion.

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

8. To be valid, the proxy form is to be used by a shareholder of the Company (of either domestic and H share) and, if such proxy form is signed by a person authorized by a shareholder pursuant to a power of attorney or other instruments, a notarized copy of that power of attorney or other instrument must be delivered to the Company or the Company’s H share registrar in Hong Kong, 48 hours before the date of the SGM.

9. For H share holders, please fill in and sign this proxy form and deliver it to Computershare Hong Kong Investor Services Limited, at 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:00 p.m. on or before 24 June 2006. For Domestic share holders, , please fill in and sign on this proxy form and deliver it to the Company’s address at R&F Corporate Plaza, 10th - 15th Floor, 19, Jiao Chang Dong Road, Guangzhou, 510055, China no later than 4:00 p.m. on or before 24 June 2006.

10. A shareholder or his/her/its proxy shall produce proof of identity when attending the SGM. If a corporate shareholder appoints its legal representative to attend the meeting, such legal representative shall produce proof of identity and a copy of the resolution of the board of directors or governing body of such shareholder.

* For identification purpose only