Guangzhou R&F Properties Co., Ltd. — Proxy Solicitation & Information Statement 2008

Apr 13, 2008

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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 2007 Annual General Meeting

To be held on 30 May 2008 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 2007 Annual General Meeting (the ‘‘AGM’’) to be held at 54/F., Conference Room, R&F Center, No. 10 Huaxia Road, Pearl River New Town, Guangzhou, PRC at 11:00 a.m. on 30 May 2008 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.

				Against	Against
		Ordinary Resolutions	For	Against
	1.	To consider and approve the report of board of directors (the ‘‘Board’’) for the year ended 31 December 2007.
	2.	To consider and approve the report of the supervisory committee of the Company for the year ended 31 December 2007.
	3.	To consider and approve the audited financial statements and the report of auditors for the year ended 31 December 2007.
	4.	To consider and declare a final dividend for the year ended 31 December 2007 of RMB0.25 per share.
	5.	To consider and re-appoint PricewaterhouseCoopers as auditors of the 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 2008.
	7.	To consider and re-elect the following retiring director as director, and authorize the Board to fix the remuneration of the director:
		(a) Re-appointment of Ms. Li Helen as the Company’s non-executive director;
		(b) Re-appointment of Mr. Huang Kaiwen as the Company’s independent non- executive director;
		(c) Re-appointment of Mr. Dai Feng as the Company’s independent non-executive director; and
		(d) Re-appointment of Mr. Lai Ming, Joseph as the Company’s independent non- executive director.
8.	8.	To approve the following land acquisition:
		(a) Tianjin Mei Jiang Wan Site
		(b) Foshan Yu He Road Site

				Against	Against
		Ordinary Resolutions	For	Against
	9.	To consider and approve the authority of the Board to provide guarantee up to an amount of RMB25 billion in aggregate to the Company’s subsidiaries subject to the relevant provisions of the Articles of Association of the Company and under the following circumstances:
		(a) total external guarantees (including guarantees to subsidiaries) of the Company exceed 50% of the latest audited net assets value;
		(b) total external guarantees (including guarantees to subsidiaries) exceed 30% of the latest audited total assets value;
		(c) the gearing ratio of the subsidiary for which guarantee is to be provided is over 70%; or
		(d) the guarantee to be provided to a subsidiary exceed 10% of the Company’s latest audited net assets value.
		The above authority is to be effective for one year. Details of the guarantees authorized by the Board pursuant to the authority will have to be confirmed at the 2008 AGM.
		Special Resolution	For	Against
	10.	To consider and approve the extension of the approval by the shareholders in the Company’s extraordinary general meeting held on 18 June 2007 relating to the proposed A shares issue for one year from date of passing of this special resolution.
11.	11.	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 authorize 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:

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 byinstrumenta personmustauthorizedbe deliveredby a shareholderto the Companypursuantor theto Companya power of’s attorneyH share registraror other ininstruments,Hong Konga notarizednot less thancopy24ofhoursthat powerbefore oftheattorneytime designatedor other for the commencement of the AGM. RoomsFor H Share1806-1807,Shareholder,18/F, Hopewellplease fillCentre,in and183signQueenon this’s RoadproxyEast,formWanchai,and deliverHongit toKongComputersharenot less thanHong24 hoursKongbeforeInvestortheServicestime designatedLimited,forat the commencement of the AGM. For Domestic Share Shareholder, please fill in and sign on this proxy form and deliver it to the Company’s address at 45/F., R&F Center, No. 10 Huaxia Road, Pearl River New Town, Guangzhou, PRC (Postal Code: 510623) not less than 24 hours before the time designated for the commencement of the AGM.

9. 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.

10. For identification purpose only