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 Class Meeting for Holders of H Shares 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) H Shares

I/We [(Note2)]

of

being the registered holder(s) of shares of H Shares [(Note3)] in Guangzhou R&F Properties Co., Ltd. (the “Company”) hereby appoint the chairman of the meeting or (Note 4) of

as my/our proxy(ies) to attend and act for me/us at the Class Meeting for Holders of H Shares to be held at 11:30 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.

						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;

			Resolutions		For		Against
		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; and
		4.	To consider and approve the letter of undertaking relating to repurchase of
			new A Shares and reparation.

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 insert name(s) and address(es) of shareholder(s) as shown in the register of shareholders.

3. Please insert the number of shares of the Company registered in your name(s).

4. 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.

5. 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.

6. 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.

7. To be valid, this proxy form is to be used by H Shares shareholder of the Company 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.

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 Class Meeting of H Shares.

1. A shareholder or his/her/its proxy shall produce proof of identity when attending the Class Meeting of H Shares. 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.

2. For identification purpose only