Guangzhou R&F Properties Co., Ltd. — Board/Management Information 2012

Feb 23, 2012

Hong Kong Exchange and Clearing Limited and the Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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

RESIGNATION AND APPOINTMENT OF SUPERVISOR

The board (the “ Board ”) of directors (the “ Directors ”) of Guangzhou R&F Properties Co., Ltd. (the “ Company ”) announces that Mr. Feng Xiangyang (“ Mr. Feng ”) has tendered his resignation as a supervisor representing the employees (the “ Employees Representative Supervisor ”) of the Company on 23 February 2012 and Mr. Chen Liangnuan (“ Mr. Chen ”) has been elected as the Employees Representative Supervisor for a term of three years commencing from 23 February 2012.

RESIGNATION OF SUPERVISOR

The Board of the Company announces that Mr. Feng has tendered his resignation as the Employees Representative Supervisor due to retirement effective from 23 February 2012.

Mr. Feng has confirmed that he has no disagreement with the Board and/or the supervisory committee (the “ Supervisory Committee ”) of the Company and that he is not aware of any other matters relating to his resignation that need to be brought to the attention of the shareholders (the “ Shareholders ”) of the Company.

The Board and the Supervisory Committee would like to express their sincere gratitude to Mr. Feng for his valuable contributions to the Company during his tenure.

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APPOINTMENT OF SUPERVISOR

Mr. Chen Liangnuan has been elected as the Employees Representative Supervisor in a democratic election by the employees of the Company in accordance with the articles of association (the “Articles”) of the Company, for a term of three years commencing from 23 February 2012. Mr. Chen will be subjected to retirement by rotation and re-election at employees general meetings of the Company in accordance with the Articles. A service contract has been signed between the Company and Mr. Chen; Mr. Chen will be paid for his service as supervisor a fixed monthly fee of RMB5,000 as determined by the Board with reference to the responsibility of supervisor. In addition, Mr. Chen for his position in the Company (see below) will receive an annual salary of RMB768,000 plus discretionary bonus to be determined by the Board with reference to his performance.

Mr. Chen, aged 62, graduated from Shanghai Textile College in 1977. From 1977 to 1996, Mr. Chen had served as the general manager or party secretary of various textile factories in Guangzhou. Mr Chen joined Guangzhou Tianli Construction Co. Ltd. (“Tianli”) in 1996 as its general manager and assumed in 2003 the additional position of managing director which he currently holds. Tianli is presently a wholly-owned subsidiary of the Company. Mr. Chen is also the managing director of Foshan Metalwork Co., Ltd. ( 佛山力尊金屬制品有限公司 ) and Guangzhou Tianyin Landscape Engineering Co., Ltd. (廣州天盈園林工程有限公司), both wholly-owned subsidiary of the Company and a director of Beijing Fushengli Investment Consulting Co. Ltd. ( 北京富盛利房地產經紀有限公司 ), an associated company of the Company. Mr. Chen has a personal interest of 20,000,000 domestic shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance.

Save as disclosed above, Mr. Chen did not hold any directorship in any other listed company within the last three years or any other position in the Company or its subsidiaries. Mr. Chen does not have any relationships with any other directors, supervisors, senior management, substantial or controlling shareholders of the Company.

Save as disclosed above, Mr. Chen did not have any other interests in any shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance as at the date of this announcement.

There is no other matter relating to the appointment of Mr. Chen as the Employees

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Representative Supervisor that need to be brought to the attention of the Shareholders and there is no information discloseable pursuant to any of the requirements set out in Rule 13.51(2)(h) to (v) of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited.

By Order of the Board Chow Oi Wah, Fergus Company Secretary

23 February 2012, Hong Kong

As at the date of this announcement, the executive directors of the Company are Mr. Li Sze Lim, Mr. Zhang Li, Mr. Zhou Yaonan and Mr. Lu Jing; the non-executive directors are Ms. Zhang Lin and Ms. Li Helen; and the independent non-executive directors are Mr. Huang Kaiwen, Mr. Dai Feng and Mr. Lai Ming, Joseph.

* For identification purpose only

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