Guangzhou R&F Properties Co., Ltd. — Proxy Solicitation & Information Statement 2018

Apr 9, 2018

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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 2017 Annual General Meeting to be held on 30 May 2018

In respect of the meeting to be held on 30 May 2018 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 2017 Annual General Meeting (the “AGM”) to be held at 11:00 a.m. on 30 May 2018 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 resolutions as hereunder indicated or, if no such indication is given, as my/our proxy(ies) thinks fit.

			Ordinary Resolutions	Ordinary Resolutions	Ordinary Resolutions	Ordinary Resolutions		For	For	Against	Abstain	Abstain
	1.	To	consider and approve the report		of the board of directors (the “Board”) of the
		Company for the year ended 31 December 2017
	2.	To	consider and approve the report of the supervisory committee of the Company for
		the	year ended 31 December 2017
	3.	To	consider and approve the audited financial statements and the report of the auditors
		for	the year ended 31 December 2017
	4.	To	consider and declare a final dividend for			the year ended 31 December 2017 of
		RMB0.77 per share
	5.	To	consider and re-appoint PricewaterhouseCoopers as auditor of the Company, and to
		authorize the Board to fix the remuneration of the auditor
	6.	To	authorize the Board to decide on matters relating to the payment of interim
		dividend for the six months ended		30	June 2018
	7.	To	consider and re-elect the following retiring directors, and authorize the Board to
		fix	their remunerations:
		(a)	Re-election of Mr. Li Sze Lim as		the Company’s executive director
		(b)	Re-election of Mr. Zhang Li as the Company’s executive director
		(c)	Re-election of Mr. Zhou Yaonan as the Company’s executive director
		(d)	Re-election of Mr. Lu Jing as	the Company’s executive director
		(e)	Re-election of Mr. Ng Yau	Wah, Daniel as the Company’s independent			non-
			executive director
	8.	To	consider and approve the appointment of BDO China Shu Lun Pan Certified Public
		Accountants LLP as the domestic		auditor and		the reporting accountant for preparing
		for	the Company accountant’s report and other			reports required for the listing in 2018
	9.	To	authorize the legal representative(s) or authorized person(s) of the Company and its
		subsidiaries to sign composite credit facilities or loans related agreements					and
		documents with the limit of each		agreement not more than RMB5 billion (including
		RMB5 billion)

		Special Resolutions						For	For	Against	Abstain	Abstain	Abstain
	10.	To consider and approve the Company to extend guarantees			on behalf of		subsidiaries
		and extend guarantees on behalf of associates and joint		ventures and other investee
		companies (including the extension of external guarantees by the subsidiaries),						the
		new aggregate amount of the guarantees shall be up to	RMB80 billion
	11.	To consider and approve the guarantees extended pursuant to			special resolution no. 10
		of the 2016 annual general meeting, the guarantees extended			on behalf of		subsidiaries
		and associates and joint ventures (including the extension of external guarantees						by
		the subsidiaries) in 2017
	12.	To grant an unconditional and general mandate to the Board to issue, allot and deal in
		additional shares in the capital of the Company and to	authorize			the Board to execute
		all such relevant documents and to make necessary	amendments to the				Articles of
		Association
	13.	To consider and approve the extension of the validity period of applying for the initial
		public offering and listing of Renminbi ordinary shares (A Shares) within					the territory
		of the PRC
		(a) Class of shares
		(b) Place of listing
		(c) Issuer
		(d) No. of shares to be issued
		(e) Nominal value of the shares to be issued
		(f) Target subscriber
		(g) Issue price
		(h) Method of issue
		(i) Underwriting method
		(j) Use of proceeds
		(k) Plan on the allocation of accumulated profits prior to		the	issue
		(l) Effective period of the resolution
	14.	To consider and approve the extension of the validity period			of authorizing the Board
		to handle matters in relation to the initial public offering			and	listing of Renminbi
		ordinary shares (A Shares) with full authority
	15.	To consider and approve the circulation of the Company’s Domestic Shares on The
		Stock Exchange of Hong Kong Limited (the “Stock Exchange”) (“H					Share Full
		Circulation”)
	16.	To authorize the Board to handle at its sole discretion the matters in relation to						the
		circulation of the Company’s Domestic Shares on the Stock Exchange (“H Share Full
		Circulation”)
	17.	To consider and approve the Company’s issue of financing			products such as direct
		debt financing products and asset securitization products in 2018
	18.	To authorize the Board (or its authorized person(s)) to	handle at its sole discretion					the
		matters in relation to the Company’s issue of financing products such as direct debt
		financing products and asset securitization products in 2018

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(s).

2. Please specify the type of securities.

3. Please insert name(s) and address(es) in BLOCK LETTER 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 and address 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”. If you wish to abstain to vote in any resolution, tick in the box marked “Abstain”. 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 authority, a notarized copy of that power of attorney or other authority 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 the Company’s H Share registrar in Hong Kong, 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 AGM. 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 AGM.

9. A shareholder or his/her/its proxy shall produce proof of identity when attending the AGM. If a corporate shareholder appoints its representative to attend the meeting, such representative shall produce proof of identity and a copy of the resolution of the Board or governing body of such shareholder.

10. For identification purpose only