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

Apr 12, 2007

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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 2006 Annual General Meeting

To be held on 29 May 2007 or any adjournment thereof number of shares 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 [(Note][5)]

of as my/our proxy(ies) to attend and act for me/us at the 2006 Annual General Meeting (the “AGM”) to be held at Hydrangea Room, The Garden Hotel, 368 Huanshi Dong Lu, Guangzhou, The People’s Republic of China at 11:00 a.m. on 29 May 2007 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.

	Ordinary Resolutions	For		Against	Against
1.	To consider and approve the report of board of directors (the “Board”) for the
	year ended 31 December 2006.
2.	To consider and approve the report of the supervisory committee of the
	Company for the year ended 31 December 2006.
3.	To consider and approve the audited financial statements and the report of
	auditors for the year ended 31 December 2006.
4.	To consider and declare a final dividend for the year ended 31 December 2006
	of RMB0.20 per share.
5.	Toconsiderandre-appointPricewaterhouseCoopersasauditorsofthe
	Company, and to authorize the Board to fix the remuneration of the auditors.
6.	To authorize the Board to decide on matters relating to the payment of interim
	dividend for the six months ended 30 June 2007.
7.	To consider and re-elect the following retiring director as director, and
	authorized the Board to fix the remuneration of the director.
	a)Re-appointment of Ms. Zhang Lin as the Company’s non-executive
	director.
8.	To consider and re-elect the following supervisors as supervisors, and
	authorize the Board to fix the remuneration of the supervisors.
	a)Re-appointment of Ms. Liang Yingmei as the Company’s supervisor;
	and
	b)Re-appointment of Mr. Zheng Ercheng as the Company’s supervisor.
	Special Resolution
9.	To grant an unconditional and general mandate to the Board to issue, allot and
	deal in additional shares in the capital of the Company and to authorized the
	Board to execute all such relevant documents and to make the necessary
	amendments to the Articles of Association as the Board thinks fit.

Signature of Shareholder(s):

Date:

* For identification purpose only

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 any resolution, tick in the box marked “For”. If you wish to vote against any 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 shareholder of the Company (both Domestic Share 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, before 4:30 on 23 May 2007.

For H Share Shareholder, please fill in and sign on this proxy form and deliver it to 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 or before 8 May 2007.

For Domestic Share Shareholder, 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 4:30 p.m. on or before 8 May 2007.

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