Guangzhou R&F Properties Co., Ltd. — M&A Activity 2017

Sep 26, 2017

Hong Kong Exchanges 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)

UPDATE ON MAJOR TRANSACTION IN RELATION TO THE ACQUISITION OF HOTEL ASSETS; WRITTEN SHAREHOLDERS’ APPROVAL UNDER RULE 14.44 OF THE LISTING RULES; AND DELAY IN DESPATCH OF CIRCULAR

Reference is made to the announcement (the “ Announcement ”) of Guangzhou R&F Properties Co., Ltd. (the “ Company ”) dated 19 July 2017 in respect of a major transaction in relation to the proposed acquisition by the Company of the entire interest in the Hotel Assets. Unless otherwise stated, capitalised terms used herein have the meanings ascribed thereto in the Announcement.

WRITTEN SHAREHOLDERS’ APPROVAL

As disclosed in the Announcement, the Acquisition constitutes a major transaction for the Company under Chapter 14 of the Listing Rules. The Company has obtained confirmation from the Stock Exchange that written approval from its controlling shareholders may be accepted in lieu of holding a general meeting for the approval of the Agreement and the transactions contemplated thereunder under Rule 14.44 of the Listing Rules.

On 25 September 2017, the Company obtained the written approval from Mr. Li Sze Lim and Mr. Zhang Li, who together hold an aggregate of 2,117,818,144 Shares, representing approximately 65.72% of the issued share capital of the Company as at the date of this announcement. As such, the Company will not convene the extraordinary general meeting for the approval of the Agreement.

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DELAY IN DESPATCH OF THE CIRCULAR

Under Rule 14.41(a) of the Listing Rules, a circular (the “ Circular ”) containing, among other things, details of the Agreement and other information as required under the Listing Rules, is required to be despatched to the Shareholders within 15 business days after the publication of this announcement, that is, 19 October 2017.

As additional time will be required to prepare the relevant information to be included in the Circular, the Company has applied to the Stock Exchange to delay the time for the despatch of the Circular. The Company will make further announcement after it has obtained the waiver from the Stock Exchange for delay in despatch of the Circular and the expected date of despatch of the Circular is confirmed.

By order of the Board Guangzhou R&F Properties Co., Ltd. Michael Lee Joint Company Secretary

Hong Kong, 26 September 2017

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. Zheng Ercheng, Mr. Ng Yau Wah, Daniel and Mr. Wong Chun Bong.

• For identification purposes only

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