Guangzhou R&F Properties Co., Ltd. — Proxy Solicitation & Information Statement 2021

Apr 19, 2021

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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 2020 Annual General Meeting to be held on 28 May 2021

In respect of the meeting to be held on 28 May 2021 or any adjournment thereof. The number of shares this proxy form relates (Note 1) H Shares

I/We [(Note][2)] of being the registered holder(s) of shares of H Shares [(Note][3)] 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 2020 Annual General Meeting (the “AGM”) to be held at 11:00 a.m. on 28 May 2021 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				For	For	Against	Abstain	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 2020
	2.	To	consider and approve the report of the supervisory committee of the Company
		for	the year ended 31 December 2020
	3.	To	consider and approve the		audited financial statements and the report of the
		auditors for the year ended 31 December 2020
	4.	To	consider and declare a final dividend for the year ended 31 December 2020 of
		RMB0.62 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 2021
	7.	To	consider and re-elect the	following retiring directors, and authorize the Board to
		fix	their remunerations:
		(a)	Re-election of Dr. 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. Ng Yau Wah, Daniel			as the Company’s independent
			non-executive director
	8.	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 RMB8 billion (including
		RMB8 billion)

		Special Resolutions			For	Against	Abstain
	9.	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 RMB100
		billion
	10.	To consider and approve the guarantees extended pursuant to special resolution no.
		10 of the 2019 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 2020
	11.	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
	12.	To consider and approve the Company’s issue of direct debt financing		products and
		asset securitization products (including but not limited to REITs) in 2021
	13.	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 direct debt financing		products and
		asset securitization products (including but not limited to REITs) in 2021

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 insert name(s) and address(es) in BLOCK LETTER 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 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.

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”. 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.

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 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 authority, a notarized copy of that power of attorney or other authority 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 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.

8. 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.

9. For identification purpose only