Guangzhou R&F Properties Co., Ltd. — Proxy Solicitation & Information Statement 2013

Sep 2, 2013

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(a joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 2777)

Proxy Form For Extraordinary General Meeting To Be Held On 18 October 2013

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 RF

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 Extraordinary General Meeting (the “EGM”) 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 18 October 2013 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.

				Special Resolutions			For		Against
	1.	THAT each of the following proposed items in respect of the proposed			issue	of
		Domestic Corporate Bonds in the PRC be and is hereby individually approved (subject
		to the	approval of the CSRC and the conditions of the bonds market in the PRC):
		(i)	Issuer	Guangzhou R&F Properties Co., Ltd.
		(ii)	Place of issue	the PRC
		(iii)	Size of issue	The aggregate principal amount shall not be more than
				RMB6.0 billion
		(iv)	Arrangement for	The Domestic Corporate Bonds will not be placed		to
			Shareholders	existing Shareholders on a preferential basis
		(v)	Maturity	5 to 10 years
		(vi)	Use of proceeds	To repay part of the existing bank loans and to supplement
				the working capital of the Company
		(vii)	Listing	Subject to the satisfaction of the relevant requirements		for
				listing, an application for listing of the Domestic Corporate
				Bonds on a domestic stock exchange as approved by		the
				relevant PRC regulatory authorities will be made
		(viii)	Validity period	Subject to approval by Shareholders and CSRC, the validity
			for the issue	period for the issue of the Domestic Corporate Bonds shall
				be 24 months from the date of approval by CSRC

			Special Resolutions	Special Resolutions	Special Resolutions	Special Resolutions	Special Resolutions		For	Against
	2.	THAT the board of directors of the Company be				and is hereby authorised to deal with
		all matters in connection with the		issue of the Domestic Corporate Bonds in the PRC,
		including but not limited to the following:
		(i)	implement specific plan for the issue of the			Domestic Corporate Bonds according
			to market conditions, including but not limited to the timing of issue, issue size,
			issue price, maturity, whether to issue in		tranches and their respective size and
			maturity, interest rate and method of determination, conditions for redemption or
			repurchase, guarantees, place of issue and			listing, other terms of the bonds and
			all other matters relating to the issue of the			Domestic Corporate Bonds;
		(ii)	determine the final use of	the proceeds	in		accordance with the needs of the
			Company;
		(iii)	decide and appoint intermediaries and a		trustee for the			proposed issue of the
			Domestic Corporate Bonds;
		(iv)	apply to the relevant PRC regulatory authorities to issue the Domestic Corporate
			Bonds and make appropriate adjustments		to		the plan for the issue and terms of
			the Domestic Corporate Bonds in accordance				with the feedback (if any) from the
			relevant PRC regulatory authorities;
		(v)	deal with any matters relating to the issue and listing of the Domestic Corporate
			Bonds pursuant to the relevant rules of the relevant domestic stock exchange(s);
		(vi)	approve and execute relevant legal documents relating to the issue and listing of
			the Domestic Corporate Bonds and make appropriate disclosure; and
		(vii)	take all necessary actions to determine and				make arrangements for all matters
			relating to the proposed issue and listing				of the Domestic Corporate Bonds,
			including exercising discretion to delay or			temporarily suspend the issue of the
			Domestic Corporate Bonds should such event of force majeure or other situations
			make the issue of the Domestic Corporate Bonds difficult or would not be
			beneficial to the Company even if it could		be		issued.
	3.	THAT the following measures to be implemented by the Company in the event of
		expected inability to repay principals and interest of the Domestic Corporate Bonds as
		scheduled or the Company is unable to repay the principals or interests of the Domestic
		Corporate Bonds as they become due be and are			hereby approved:
		(i)	no dividends will be distributed to Shareholders;
		(ii)	suspend capital expenditure,	such as major		external investments, acquisitions and
			mergers;
		(iii)	salary and bonus of Directors and senior		management of			the Company will be
			reduced or suspended; and
		(iv)	no key officers will be allowed to leave office.

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 shares.

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 alteration 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 not less than 24 hours before the time designated for the commencement of the EGM. 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 17M/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 24 hours before the time designated for the commencement of the EGM. 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 EGM.

9. 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.

10. For identification purpose only