Guangzhou R&F Properties Co., Ltd. — Proxy Solicitation & Information Statement 2014

Aug 1, 2014

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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 Extraordinary General Meeting To Be held On 16 September 2014

In respect of the meeting to be held on 16 September 2014 or any adjournment thereof. The number of shares this proxy form relates [(Note][1)] Domestic Shares/H Shares [(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 Extraordinary General Meeting (the “EGM”) to be held at 2:30 p.m. on 16 September 2014 at the Conference Room, 54/F., R&F Center, No. 10 Huaxia Road, Pearl River New Town, Guangzhou, the PRC 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 2014
		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
				RMB6.5 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	The validity period for the issue of the 2014 Domestic
			for the issue	Corporate Bonds shall be 24 months from the date	of
				approval by CSRC, subject to the special resolution at	the
				EGM approving the issue having been passed by	the
				Shareholders.

					Special Resolutions	Special Resolutions	Special Resolutions	Special Resolutions		For	Against
		2.	THAT the board of directors of the Company be and is hereby authorized to deal with
			all matters in connection with the issue of the				2014 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 an
			expected inability to repay the 2014 Domestic Corporate Bonds 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.
					Ordinary Resolutions					For	Against
		4.	To consider and elect Mr. Zhao Xianglin as a supervisor of the Company representing
			shareholders.
		5.	To consider and elect Mr. Zheng Ercheng as			an independent non-executive director of
			the Company.
		Sign	ature of		shareholder(s):				Date:

Signature of shareholder(s):

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, this proxy form is to be used by shareholder of the Company (both Domestic Shares and H Shares) wishing to appoint proxy and, if this 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 Hong Kong H Share Registrar.

9. For H Shares Shareholders, please fill in and sign on this proxy form and deliver it to Computershare Hong Kong Investor Services Limited, at 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.

10. For Domestic Shares Shareholders, 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, the PRC (Postal Code: 510623) not less than 24 hours before the time designated for the commencement of the EGM.

11. 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.

12. For identification purpose only