Guangzhou R&F Properties Co., Ltd. — Proxy Solicitation & Information Statement 2007

May 3, 2007

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

(Stock Code: 2777)

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby Given that the extraordinary general meeting (“EGM”) of Guangzhou R&F Properties Co., Ltd. (the “Company”) will be held at 2:00 p.m. on 18 June 2007 at the Conference Room, 15th Floor, R&F Corporate Plaza, 19 Jiaochang Road East, Guangzhou, the People’s Republic of China, to consider and if though fit, to pass the following resolutions.

Unless otherwise indicated, capitalized terms used herein shall have the same meaning as those defined in the circular of the Company dated 3 May 2007 (the “Circular”).

Special Resolutions

1. “ That

• (A) subject to the approval of CSRC and the relevant authorities regarding the Proposed A Share Issue, the Proposed A Share Issue with the following terms and conditions be and are hereby individually approved:

Type of Securities A Shares to be issued Place of Listing Shanghai Stock Exchange Number of A Shares No more than 450,000,000 A Shares. The final number to be issued of A Share to be issued and the structure of the issue are subject to the approval by Relevant Authorities and the adjustments (if any) made by the Board as authorized by the Shareholders at the Extraordinary General Meeting and the Class Meetings.

Nominal value RMB0.25 or RMB1.00 per A Share (depending on the approval of the Relevant Authorities)

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Target subscribers

• Rights attached to A Shares

• Basis for determining the issue price

• Method of issue

Public, strategic investors and institutional investors in the PRC (i.e. PRC individuals and institutional investors, including qualified foreign institutional investors recognized in the PRC, having A Share accounts with the Shanghai Stock Exchange), except those prohibited under the PRC laws and regulations to invest in the A Shares.

• the A Shares are listed Domestic Shares or Consolidated Domestic Shares and except as otherwise provided for in the applicable laws, rules and regulations and the Articles of Association, will rank pari passu with the existing Domestic Shares and H Shares in all respects. Once the Proposed A Share Issue is completed, both new and existing Shareholders will be entitled to share the accumulated retained earnings at the time of the Proposed A Share Issue in accordance to their respective shareholding in the Company. For the avoidance of doubt, the holders of the A Shares will not be entitled to any dividends declared prior to the issue of the A Shares.

• The issue price of the Proposed A Share Issue will be determined on the basis of market conditions, market consultation and the conditions prevailing in the PRC securities market at the time of the Proposed A Share Issue and such other ways as approved by the CSRC. Thus, the amount of funds to be raised from the Proposed A Share Issue cannot be confirmed at this stage but it is expected that the offer price will not be lower than 90% of the higher of (i) the average closing price of the Company’s Consolidated H Shares or H Shares (as the case may be) on the Stock Exchange for the 20 Trading Days preceding to the date of the A Share prospectus or (ii) the closing price of the Company’s Consolidated H Shares or H Shares (as the case may be) on the Trading Day immediately preceding the date of the A Share Prospectus.

The issue will be conducted via a combination of public offer of new A Shares and/or private placement arrangement, placement through offline offering to strategic investors, institutional investors, and placement through online subscription or such other methods as approved by the CSRC.

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Uses of proceeds

  - The proceeds to be raised from the Proposed A Share Issue (after deducting the costs in relation to the Proposed A Share Issue shall be used to fund the property development of the Group as approved; and for such other purposes as approved by the Relevant Authorities. If the amount of proceeds raised is in excess of the requirements of projects to be developed, the surplus portion will be used to replenish the working capital of the Company. However, if the amount of proceeds is short of the requirements of projects to be developed, the insufficient portion will be funded from other sources by the Company.

• (B) the Board is authorized to determine matters and deal with, at its discretion and with full authority, matters in relation to the Proposed A Share Issue, including but not limited to the specific timing of issue, number of A Shares to be issued, target subscribers, method of issue, basis of determining the issue price, and number and proportion of A Shares to be issued to each subscriber, and at its discretion and with full authority, sign and execute all necessary documents, including but not limited to the preliminary prospectus, the prospectus, underwriting agreement, listing agreement and any related announcements, effect and carry out necessary formalities, including but not limited to procedures for listing of the A Shares on Shanghai Stock Exchange, and take all other necessary actions in connection with the Proposed A Share Issue, as well as to handle all registration requirements in relation to changes in the registered capital of the Company following the completion of the Proposed A Share Issue.

• (C) this special resolution shall be effective for a period of 12 months from the date of the approval by the Extraordinary General Meeting.”

• “ That subject to the approval of the Relevant Authorities, and in the event that the Relevant Authorities stipulate that only A Shares of nominal value of RMB1.00 can be issued for the Proposed A Share Issue of the Company; and the Listing Committee of the Stock Exchange granting the listing and permission to deal in the H Shares in their consolidated form, the Board is authorized to effect the Share Consolidation on the basis of every four ordinary shares, issued and un-issued, at nominal value of RMB0.25 each be consolidated into one ordinary share of RMB1.00 each.”

• “ That subject to the Share Consolidation being implemented, the Board is authorized to capitalize the other reserves and transfer to the paid up capital account of the Company for the issue of 2,416,775,508 shares of Capitalization Shares. The Capitalization Shares will be allotted to Shareholders on the basis of three Capitalized Domestic Shares and three Capitalized H Shares at nominal value of RMB1.00 per share for every one Consolidated Domestic Share and one Consolidated H Share held respectively, effective on the date of Share Consolidation.”

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1. “ That subject to the passing of the above special resolutions 1, 2 and 3, and conditional upon the completion of the Proposed A Share Issue, (a) the amendments to the Articles of Association as set out in Appendix I to the circular be and hereby approved; and (b) the Board be and herby authorized to make further amendments which in its opinion may be necessary, desirable and expedient in accordance with the mandatory requirements of the applicable laws and regulations and as may be required by the Relevant Authorities. The amended Articles of Association as referred to in this special resolution shall become effective on the date when all the approvals from the Relevant Authorities are obtained. The Board is also authorized to deal with the relevant application, approval, registration, filing procedures and other related issues arising from the amendments to the Articles of Association.”

2. “ That the address and business scope of the Company in the existing articles of association shall be revised and amended as follows:

3. (a) the address of the Company shall be changed from “No. 19 Jiaochang Road East, Dongshan District, Guangzhou” to “No. 19 Jiaochang Road East, Yue Xiu District, Guangzhou”; and

4. (b) the business scope of the Company shall be changed from “property development (class 1), property consultation services, storage services, and premises to let” to “property development (class 1), property consultation services, storage services, and premises to let, production, sub-contracting, and wholesale of wooden doors, aluminium window, metallic parts, and kitchen cabinets.”

Ordinary Resolutions

1. “ That subject to the passing of the above special resolutions and conditional upon the completion of the Proposed A Share Issue, holders of A Share and existing shareholders will be entitled to share the accumulated retained earnings at the time of the A Share issue in accordance to their respective shareholding in the Company.”

2. “ That subject to the passing of the above special resolutions and conditional upon the completion of the Proposed A Share Issue, the adoption of the Rules and Procedures for Shareholders’ General Meeting as set out in Appendix II to the circular be and is hereby approved. The Board is also authorized to make further amendments to the Rules and Procedures for Shareholders’ General Meetings which in its opinion may be necessary, or required by the Relevant Authorities.”

3. “ That subject to the passing of the above special resolutions and conditional upon the completion of the Proposed A Share Issue, the adoption of the Rules and Procedures for Board Meeting as set out in Appendix III to the circular be and is hereby approved. The Board is also authorized to make further amendments to the Rules and Procedures for Board Meeting which in its opinion may be necessary, or required by the Relevant Authorities.”

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1. “ That subject to the passing of the above special resolutions and conditional upon the completion of the Proposed A Share Issue, the adoption of the Rules and Procedures for the Supervisory Board as set out in Appendix IV to the circular be and is hereby approved. The Board is also authorized to make further amendments to the Rules and Procedures of the Supervisory Board which in its opinion may be necessary, or required by the Relevant Authorities.”

2. “ That subject to the passing of the above special resolutions and conditional upon the completion of the Proposed A Share Issue, the adoption of the Decision Making Procedures for Connected Transactions as set out in Appendix V to the circular be and is hereby approved. The Board is also authorized to make further amendments to the Decision Making Procedures for Connected Transactions which in its opinion may be necessary, or required by the Relevant Authorities.”

3. “ That subject to the passing of the above special resolutions and conditional upon the completion of the Proposed A Share Issue, the adoption of the Independent Directors’ Rules as set out in Appendix VI to the circular be and is hereby approved. The Board is also authorized to make further amendments to the Independent Directors’ Rules which in its opinion may be necessary, or required by the Relevant Authorities.”

4. “ That subject to the passing of special resolution no. 1 above, the Company’s proposed plan in relation to the use of proceeds from the Proposed A Share Issue (after the deduction of expenses) be and is hereby considered and approved for use in the following property development projects of the Group and for replenishing the working capital of the Company:

5. (a) approximately RMB1,600,000,000 will be used for the Phase 2 development of the Guangzhou R&F Peach Garden;

6. (b) approximately RMB1,400,000,000 will be used for the Guangzhou R&F Jin Gang City development;

7. (c) approximately RMB1,000,000,000 will be used for the Chongqing R&F City development;

8. (d) approximately RMB1,000,000,000 will be used for the Guangzhou R&F City development;

9. (e) approximately RMB1,200,000,000 will be used for the Tianjin R&F City development;

10. (f) approximately RMB1,000,000,000 will be used for the Xian R&F City development;

11. (g) approximately RMB800,000,000 will be used for the Guangzhou Golden Jubilee Garden development;

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• (h) approximately RMB700,000,000 will be used for the Beijing Peach Garden development;

• (i) approximately RMB700,000,000 will be used for the Tianjin Peach Garden development;

• (j) approximately RMB600,000,000 will be used for the Chongqing R&F Ocean Square development;

• (k) approximately RMB300,000,000 will be used for the Tianjin R&F Bay Shore development;

• (l) approximately RMB400,000,000 will be used for the Guangzhou R&F Jubilee Garden development; and

• (m) approximately RMB300,000,000 will be used for the Chongqing R&F Modern Plaza development.”

By order of the Board Wu Tai Loy Company Secretary

3 May 2007, Hong Kong

Notes:

1. The Proposed A Share Issue, the Share Consolidation and the Capitalization Issue — Shareholders are reminded to read carefully the details of the contents as contained in the Circular to be dispatched to the shareholders.

2. Amendments to the Articles of Association — Details of the proposed amendments are set out in Appendix I to the Circular to be dispatched to the Shareholders and are also available for inspection on the website of the Stock Exchange.

3. Corporate governance documents — Details of (a) the Rules and Procedures for Shareholders’ General Meeting, (b) the Rules and Procedures for Board Meeting and (c) the Rules and Procedures for the Supervisory Board (d) the Decision Making Procedures for Connected Transactions, and (e) the Independent Directors Rules, are set out in Appendix II to VI to the Circular and are also available for inspection on the website of the Stock Exchange.

4. Closure of register of Shareholders — The Company’s shareholders are reminded that pursuant to the articles of association of the Company, the register of the shareholders of the Company shall be closed from 19 May 2007 (Saturday) to 18 June 2007 (Monday) (both days inclusive), during which period, no transfer of shares will be registered. Shareholders, who intend to attend the EGM, must deliver their instruments of transfer together with the relevant share certificates to the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on 18 May 2007.

5. Proxy - Any shareholder of the Company entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and vote on his behalf. A proxy needs not be a shareholder of the Company. Where a shareholder of the Company appoints more than one proxy, his proxies can only vote in a poll.

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1. To be valid, the proxy form is to be used by shareholder of the Company (both 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, Computershare Hong Kong Investor Services Limited, at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong 24 hours before the time scheduled for holding the EGM.

2. Shareholders who intend to attend the EGM, are required to return the notice of attendance to the Company on or before 29 May 2007. (20 days before the date of meeting).

3. A shareholder or his/her/its proxy shall produce proof of identity when attending the EGM. 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.

4. Completion and return of the Proxy forms will not preclude a shareholder from attending and voting in person if he is subsequently able to be present and has notified the Company not less than 24 hours in writing before the time scheduled for holding the EGM.

5. In accordance with the Company’s articles of association, where there are joint registered shareholders, only the first named shareholder in the register of shareholders has the right to receive this notice, attend the EGM and exercises the voting right in relation to the relevant shares.

6. The EGM is expected to last for about half a day. Shareholders of the Company or their proxies attending the EGM shall be responsible for their own transportation, food and lodging.

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

• For identification purposes only

Please also refer to the published version of this announcement in The Standard.

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