Guangzhou R&F Properties Co., Ltd. — Proxy Solicitation & Information Statement 2015

Jul 29, 2015

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

Supplementary Proxy Form for the Extraordinary General Meeting to be held on 12 August 2015

In respect of the meeting to be held on 12 August 2015 or any adjournment thereof. The number of shares this supplementary 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 11:00 a.m. on 12 August 2015 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 supplementary resolutions as hereunder indicated or, if no such indication is given, as my/our proxy(ies) thinks fit.

					Supplementary Special Resolutions	Supplementary Special Resolutions	Supplementary Special Resolutions		For		Against
	17.	To approve the proposed			issue of 2015 second domestic corporate bonds in the PRC and each of
		following items:
		(i)	Issuer	:	Guangzhou R&F Properties Co., Ltd..
		(ii)	Size of Issue	:	Not more than RMB13		billion (inclusive).
		(iii)	Method of	:	To publicly issue to qualified investors as prescribed under the Measures
			Issue		for the Administration of Offering and Trading of Corporate Bonds.
		(iv)	Bond Type and	:	Maturity for not more than 7 years. Can be one or more type. Bond type,
			Maturity		maturity of each type of bond and issue size will be determined by the
					Issuer and lead underwriter according to market conditions.
		(v)	Use of	:	To repay the bank loans and/or to supplement the working capital of the
			Proceeds		Company after deduction of the fees for the			issue.
		(vi)	Arrangement	:	Will not be placed to existing Shareholders on a preferential basis.
			for issue to
			Shareholders
		(vii)	Determination	:	Determined jointly	by	the Issuer and lead underwriter according to the
			of Bond		results of the book building at the time of issue.
			Annual Interest
			Rate
		(viii)Listing and		:	After the bond issue, the issuer shall apply for listing from the Shanghai
			Trading		Stock Exchange as	soon as possible. Specific listing schedule will be
			Arrangement		announced separately. Bond can also be listed on other stock exchanges
					under applicable law if this is permitted by			the relevant	PRC regulatory
					authorities.
		(ix)	Validity of	:	Within 12 months after passing the resolution.
			Resolution
		(x)	Measures to	:	In the occurrence of an event of expected inability to repay principal and
			Ensure		interests as scheduled		or inability to repay	principal and interests when
			Repayment of		they become due,	the	Company, will implement, as a minimum, the
			the 2015		following measures:
			Second Domestic Corporate Bonds		(a) no dividends will be distributed to Shareholders; (b) suspend capital expenditure, such as major external investments, acquisitions and mergers;
					(c) salary and bonus of directors and			senior management of the
					Company will be reduced or suspended;
					(d) no key officers will be allowed to leave office.

• Supplementary Special Resolutions For Against

• 1. To approve the resolution regarding the authorization to the board of directors of the Company to deal with all matters in relation to the issue of the 2015 second domestic corporate bonds in the PRC including but not limited to: (i) implement specific plan for the issue 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;

• (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 issue, as well as decide upon the fees, sign and amend the relevant contracts or agreements;

• (iv) apply to the relevant PRC regulatory authorities for the issue and make appropriate adjustments to the plan for the issue and terms of the 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 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 and make appropriate disclosure;

• (vii) take all necessary actions to determine and make arrangements for all matters relating to the proposed issue and listing, including exercising discretion to delay or temporarily suspend the issue should such event of force majeure or other situations make the issue difficult or would not be beneficial to the Company even if it could be issued; and

• (viii) such authority will be valid within 12 months upon approval at the EGM.

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 supplementary proxy form relates. If no such number is inserted, this supplementary 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 alteration made to this supplementary 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 supplementary 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. If this supplementary 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.

8. For H Share Shareholders, please fill in and sign on this supplementary 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.

9. For Domestic Share Shareholders, please fill in and sign on this supplementary 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.

10. 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.

11. This supplementary proxy form is intended to be used for the supplementary resolutions set out in the supplementary notice and will not affect the validity of duly completed form of proxy in respect of the resolutions set out in original notice for the EGM. If you have already appointed a proxy to attend and act on your behalf at the EGM but do not return this supplementary proxy form, your proxy will have the right to vote on the supplementary resolutions set out in the supplementary notice at his/her discretion.

12. For identification purpose only