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)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (“the SGM”) of the holders of Domestic Shares and H Shares of Guangzhou R&F Properties Co., Ltd. (the “Company”) will be held at Room 1103, Yue Xiu Building, 160-174 Lockhart Road, Wanchai, Hong Kong on 27 June 2006 at 11:00 a.m. for the purpose of considering and, if thought fit, passing the following special resolution:

SPECIAL RESOLUTION

“ THAT subject to and conditional upon the Company obtaining the approvals of the relevant PRC authorities to the proposed subdivision of Domestic Shares and H Shares of the Company in issue and the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the H Shares of the Company in their subdivided form:

• (a) every Domestic Share and H Share with a nominal or face value of RMB1.00 in the share capital of the Company be and is hereby subdivided into four Domestic Shares and H shares with a nominal or face value of RMB0.25 each respectively with effect from 1 August 2006 and the registered capital of the Company shall remain unchanged. The nominal value of all shares to be issued by the Company shall be RMB0.25; and

• (b) Articles 15, 18 and 19 of the Articles of Association of the Company be amended as follows:

• (i) by deleting Article 15 in its entirety and substituting therefor the following:

“Article 15 — All shares issued by the Company are shares with nominal value, the nominal value of the shares issued upon the incorporation of the Company was RMB1.00 per share. After obtaining the consents of CSRC and the Stock Exchange, the nominal value of all issued shares has been changed to RMB0.25 per share.”

• (ii) by deleting Article 18 in its entirety and substituting therefor the following:

“Article 18 — After obtaining the approvals from the approving authorities authorized by the State Council relating to the Company, the aggregate ordinary shares issued by the Company are 3,053,167,344 shares in which the Company has issued 2,207,108,944 ordinary shares to the promoters, representing 72.29% of the aggregate issued ordinary shares of the Company.”

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• (iii) by deleting Article 19 in its entirety and substituting therefor the following:

“Article 19 — The Company has a total of 3,053,167,344 shares in issue. Among those 3,053,167,344 shares, holders of the domestic shares hold a total of 2,207,108,944 shares, representing 72.29% of the aggregate issued ordinary shares of the Company. Holders of the overseas listed foreign shares hold 846,058,400 overseas listed foreign shares, representing 27.71% of the aggregate issued ordinary shares of the Company.””

Yours faithfully, By order of the Board Li Sze Lim Chairman

Hong Kong, 12 May 2006

Principal Place of Business in Hong Kong

Room 1103,Yue Xiu Building, 160-170 Lockhart Road, Wanchai Hong Kong

Notes:

1. Any holder of Domestic Shares or H Shares entitled to attend and vote at the SGM convened by the above notice is entitled to appoint in written form one or more proxies to attend and vote at the SGM on his behalf. A proxy needs not be a holder of Domestic Shares or H Shares of the Company.

2. In order to be valid, the voting proxy form together with the power of attorney or other authority, if any, under which it is signed or a notarily certified copy of the power of attorney must be delivered to the Company’s H share registrar, Computershare Hong Kong Investor Services Limited at Room 1712-1716, 17/F., Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof.

3. Holders of Domestic Shares or H Shares who intend to attend the SGM should complete the Notice of Attendance — Special General Meeting and return it to the Company’s H share registrar, Computershare Hong Kong Investor Services Limited at Room 1712-1716, 17/F., Hopewell Centre,183 Queen’s Road East, Wanchai, Hong Kong on or before 7 June 2006. The notice of attendance may be delivered by hand, by post or by fax to the number (852)-2865 0990.

As at the date of this announcement, Mr. Li Sze Lim, Mr. Zhang Li, Mr. Zhou Yaonan and Mr. Lu Jing are executive Directors, Ms. Zhang Lin and Ms. Li Helen are non-executive Directors, and Mr. Huang Kaiwen, Mr. Dai Feng and Mr. Lai Ming, Joseph are the independent non-executive Directors of the Company.

* For identification purposes only

Please also refer to the published version of this announcement in South China Morning Post.

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