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

Jun 26, 2015

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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 12 August 2015

In respect of the meeting to be held on 12 August 2015 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 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 resolution as hereunder indicated or, if no such indication is given, as my/our proxy(ies) thinks fit.

							Special Resolutions			For		Against
		1.	To consider and approve the application in China for the Proposed A Share Issue:
			(i)	Class of shares;
			(ii)	Place of listing;
			(iii)	Issuers;
			(iv)	No. of shares to be issued;
			(v)	Nominal value of the shares to be issued;
			(vi)	Target subscriber;
			(vii)	Issue price;
			(viii)	Method of issue;
			(ix)	Underwriting method;
			(x)	Use of proceeds;
			(xi)	Plan on the allocation of accumulated profits prior to the issue; and
			(xii)	Effective period of the		resolution approving the Proposed A share issue;
		2.	To consider and approve the general authority to the Board to deal with matters related to
			the Proposed A Share Issue;
		3.	To consider and approve Implementation of the share					price stabilization	measure for A
			Shares	after completion of the		Proposed A Share Issue;
		4.	To consider and approve the letter of undertaking relating					to repurchase of new A Shares and
			reparation; and
		5.	To consider and approve adoption				of the New Articles (Draft).

		Ordinary Resolutions			For	Against
	6.	To consider and approve Three-year Shareholders’ Profit Distribution Plan commencing after
		the listing of A Shares;
	7.	To consider and approve the appointment of BDO China Shu Lun Pan Certified Public
		Accountants LLP as the domestic auditors of the Company	for 2015 and the reporting
		accountant for listing-related report;
	8.	To consider and approve the letter of undertaking in respect of the performance of various
		undertakings by the Company;
	9.	To consider and approve the “Rules of procedures for shareholders’ general meeting
		(Draft)”;
	10.	To consider and approve the “Rules of procedures for board meeting (Draft)”;
	11.	To consider and approve the “Rules for Independent Director (Draft)”;
	12.	To consider and approve the “Special deposit account and management method for using
		proceeds of financing (Draft)”;
	13.	To consider and approve the “Administrative rules for connected party transaction (Draft)”;
	14.	To consider and approve the “Rules for external guarantee (Draft)”;
	15.	To consider and approve the “Administrative rules for external investment (Draft)”; and
	16.	To consider and approve the “Supervisory committee meeting rules (Draft)”.

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, 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.

   • 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.

   • 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.

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.

• For identification purpose only