Guangzhou R&F Properties Co., Ltd. — Proxy Solicitation & Information Statement 2010

Apr 13, 2010

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in GUANGZHOU R&F PROPERTIES CO., LTD. (廣州富力地產股份有限公司), you should at once hand this circular to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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

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

GENERAL MANDATE TO ISSUE SHARES, RE-ELECTION OF DIRECTOR AND SUPERVISORS, THE PROPOSED A SHARE ISSUE —

APPROVAL FOR EXTENSION OF THE EFFECTIVE PERIOD AND AUTHORISATION IN RESPECT OF THE USE OF PROCEEDS, APPROVAL FOR GUARANTEES EXTENDED ON BEHALF OF SUBSIDIARIES, NOTICE OF ANNUAL GENERAL MEETING AND NOTICE OF CLASS MEETING

Notice convening the AGM and class meeting of the Company to be held on Friday, 28 May 2010 at 54/F., Conference Room, R&F Center, No. 10 Huaxia Road, Pearl River New Town, Guangzhou, PRC is set out on pages 14 to 23 of this circular. Whether or not shareholders are able to attend the said meeting, they are requested to complete the enclosed proxy form in accordance with the instructions printed thereon and deliver the form to the Company’s H Shares share registrar, Computershare Hong Kong Investor Services Limited, at 17M/F., Hopewell Centre, 183 Queen’s Road East, Hong Kong, or in the case of holders of Domestic Shares, to the Company’s registered address, 45/F., R&F Center, No. 10 Huaxia Road, Pearl River New Town, Guangzhou, PRC (Postal Code 510623), not less than 24 hours before the time designated for the commencement of the AGM or class meeting (i.e. Thursday, 27 May 2010). Completion and return of the proxy form will not preclude shareholders from attending and voting in person at the said meeting or any adjourned meetings should they so desire.

• for identification purpose only

13 April 2010

CONTENTS

				Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		. . . . . . . . . .	. . .	1
LETTER FROM THE BOARD
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . .	. . .	2
2.	General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . .	. . .	3
3.	Re-election of Director . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . .	. . .	3
4.	Re-election of Supervisors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . .	. . .	3
5.	The Proposed A Share Issue — Extension of the Effective Period for the Shareholders’
	Approval and Authorisation in respect of the Use of Proceeds . . . . . . .	. . . . . . . . . .	. . .	3
6.	Approval for Guarantees Extended on Behalf of Subsidiary Companies	. . . . . . . . . .	. . .	4
7.	Ratification of Guarantees Extended on Behalf of Subsidiary Companies
	in the year 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . .	. . .	5
8.	Joint Development with Third Party Companies of the Guangzhou Asian	Games
	City Project . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . .	. . .	5
9.	Annual General Meeting and Class Meeting . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . .	. . .	5
10.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . .	. . .	6
11.	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . .	. . .	6
APPENDIX I — **BIOGRAPHY OF DIRECTOR AND SUPERVISORS **		PROPOSED
	FOR RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . .	. . .	7
APPENDIX II — INFORMATION ON THE PROPOSED A SHARE ISSUE . . . . . .			. . .	8
APPENDIX III — GUARANTEES EXTENDED ON BEHALF OF SUBSIDIARY
	COMPANIES IN 2009 . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . .	. . .	11
APPENDIX IV — NOTICE OF ANNUAL GENERAL MEETING . . . . .		. . . . . . . . . .	. . .	14
APPENDIX V — NOTICE OF CLASS MEETING OF HOLDERS OF
	DOMESTIC SHARES . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . .	. . .	19
APPENDIX VI — NOTICE OF CLASS MEETING OF HOLDERS OF H SHARES			. . .	21

— i —

DEFINITIONS

In this circular, the following expressions have the following meanings unless the context requires otherwise:

• “AGM” annual general meeting of the Company to be held on Friday, 28 May 2010 at 11:00 a.m.

• “Articles” articles of association of the Company “Board” the Board of Directors of the Company “Company” Guangzhou R&F Properties Co., Ltd. (廣州富力地產股份有限 公司), a joint stock company incorporated in the People’s Republic of China with limited liability and listed on The Stock Exchange of Hong Kong Limited

• “Company Law” The Company Law of the PRC “Director(s)” director(s) of the Company “Domestic Shares” the ordinary shares in the capital of the Company, with a nominal value of RMB0.25 each, which are subscribed for and credited as fully paid up in Renminbi

• “H Shares” the ordinary shares in the capital of the Company listed on the Stock Exchange, with a nominal value of RMB0.25 each, which are subscribed for and traded in Hong Kong dollars

• “Hong Kong” The Hong Kong Special Administrative Region of the PRC “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “PRC” the People’s Republic of China “Shares” shares (both Domestic Shares and H Shares) of the Company “Shareholders” shareholders (both Domestic Shares and H Shares) of the Company

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

— 1 —

LETTER FROM THE BOARD

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

Executive Directors: Li Sze Lim Zhang Li Zhou Yaonan Lu Jing

Non-executive Directors: Zhang Lin Li Helen

Registered office, head office and principal place of business: R&F Center, No. 10 Huaxia Road Pearl River New Town Guangzhou PRC

Independent Non-executive Directors:

Huang Kaiwen Dai Feng Lai Ming, Joseph

13 April 2010

Dear Sir or Madam,

GENERAL MANDATE TO ISSUE SHARES, RE-ELECTION OF DIRECTOR AND SUPERVISORS THE PROPOSED A SHARE ISSUE — EXTENSION OF THE EFFECTIVE PERIOD AND AUTHORISATION IN RESPECT OF THE USE OF PROCEEDS, APPROVAL FOR GUARANTEES EXTENDED ON BEHALF OF SUBSIDIARIES, NOTICE OF ANNUAL GENERAL MEETING AND NOTICE OF CLASS MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with information regarding the resolutions to be proposed in the AGM including the general mandate to issue shares, re-election of the director and supervisors of the Company, extension of the effective period for the proposed A share issue and authorisation in respect of the use of proceeds, approval and ratification for guarantees extended on behalf of subsidiary companies, approval in respect of the Guangzhou Asian Games City project and the convening of the AGM and Class Meeting.

— 2 —

LETTER FROM THE BOARD

2. GENERAL MANDATE TO ISSUE SHARES

At the last annual general meeting of the Company held on 27 May 2009, a general mandate was given to the board to issue additional shares. Such mandate will lapse at the conclusion of the forthcoming AGM. It is therefore proposed to seek your approval to give a fresh general mandate to the Board.

A special resolution (item no. 14, AGM notice, pages 14 to 18 of this circular) will be proposed to grant a general mandate to the Board to allot and issue additional shares not exceeding 20% of the Domestic Shares and H Shares of the Company in issue on the date of the passing of the special resolution effective until the next annual general meeting.

The Board believes that such mandate will give flexibility to the Board to issue shares when it is in the best interest of the Company.

3. RE-ELECTION OF DIRECTOR

Pursuant to the Articles, the term of office of Directors are three years renewable upon re-election.

The term of office of Ms. Zhang Lin, who is at present a non-executive Director of the Company, will expire on 30 May 2010, and Ms. Zhang, being eligible, has offered herself for re-election at the AGM for another three-year term commencing on 30 May 2010.

The biography of Ms. Zhang standing for re-election is set out in Appendix I of this circular.

4. RE-ELECTION OF SUPERVISORS

Pursuant to the Articles, the term of office of Supervisors are three years renewable upon re-election.

According to the Articles, the term of office of Ms. Liang Yingmei and Mr. Zheng Ercheng, who are at present Supervisors of the Company, will expire on 30 May 2010 and they being eligible, have offered themselves for re-election at the AGM for another three-year term commencing on 30 May 2010.

The biographies of the Supervisors standing for re-election are set out in Appendix I of this circular.

5. THE PROPOSED A SHARE ISSUE — EXTENSION OF THE EFFECTIVE PERIOD AND AUTHORISATION IN RESPECT OF THE USE OF PROCEEDS

Terms used in this Section 5 and in Appendix II shall have the same meanings as defined in the Company’s circular to shareholders dated 3 May 2007 in respect of the Proposed A Share Issue (the “2007 Circular”).

— 3 —

LETTER FROM THE BOARD

Reference is made to (i) the Company’s announcement dated 19 April 2007 and (ii) the 2007 Circular; and the general meeting and class meetings voting results announcement dated 18 June 2007, 30 May 2008 and 27 May 2009 relating to the shareholders’ approval for the Proposed A Share Issue (the “Shareholders’ Approval”).

Since application for the Proposed A Share Issue is still in progress, the Shareholders’ Approval obtained in the general meeting and class meetings held on 18 June 2007, 30 May 2008 and 27 May 2009 in relation to the Proposed A Share Issue will expire on 27 May 2010, whereas because of the differing pace of development of the projects concerned, the proposed plan for the use of proceeds approved in the extraordinary general meeting of 18 June 2007 will need to be amended. As such, a further extension of the effective period of the Shareholders’ Approval until the expiration of a period of 12 months from the date of the passing of the special resolution to that effect will be sought from the Shareholders in the AGM and the respective class meetings of the H shareholders and domestic shareholders to be held on Friday, 28 May 2010. A special resolution will also be put forth in the AGM to authorised the Board to amend the previously approved use of proceeds plan.

For information relating to the Proposed A Share Issue, please refer to Appendix II and the 2007 Circular.

The Proposed A Share Issue may or may not proceed. Investors should therefore exercise caution when dealing in the H Shares.

6. APPROVAL FOR GUARANTEES EXTENDED ON BEHALF OF SUBSIDIARY COMPANIES

Various PRC rules and regulations impose restrictions on a company providing guarantees to external parties under certain specified conditions. Such rules are to be observed by entities including companies seeking a listing in the PRC. Accordingly, the proposed amended article of association of the Company which is to be effective upon successful listing of the Company’s A Share included an amended Article 62 to give effect to those restrictions. The proposed article as set out in the Company’s 2007 Circular (P.24) in relation to the proposed issue of A Share is restated below:

“Article 62

In the following situation, the guarantees extended by the Company shall be considered and passed at the shareholders’ general meetings.

• (i) Any guarantee to be issued when the total amount of guarantees of the Company and its subsidiaries have reached or exceeded 50% of their net assets of the latest audited financial statements.

• (ii) Any guarantee to be issued when the total amount of guarantees of the Company have reached or exceeded 30% of its net assets of the latest audited financial statements.

• (iii) To provide guarantee to any party with gearing ratio in excess of 70%.

— 4 —

LETTER FROM THE BOARD

• (iv) Any single guarantee in excess of 10% of the net assets of the latest audited financial statements.

• (v) Any guarantee provided to shareholders, actual controlling persons and their related parties.”

In the ordinary course of business of the Company, it is very often that it has to extended guarantees on behalf of subsidiary companies to banks. In the event that such guarantees are restricted under the above amended article, this will create significant operational difficulty while not enhancing governance of the Company. Therefore a special resolution (item no. 9 in the AGM notice) will be put forth to the shareholders to approve extension of guarantees on behalf of subsidiary companies up to RMB25 billion on condition that any guarantees extended will have to be ratified in the next shareholders meeting. This is a renewal of the corresponding resolution passed in 2008 annual general meeting.

7. RATIFICATION OF THE GUARANTEES EXTENDED ON BEHALF OF SUBSIDIARY COMPANIES IN THE YEAR 2009

The guarantees extended to banks by the Company on behalf of subsidiary companies in 2009 are set out on pages 11 to 13, Appendix III of this circular. All the bank loans to which the guarantees related to had been included in the balance sheet of the Group as at 31 December 2009. According to the approved ordinary resolution (item no. 9) of 2008 AGM and since at the time of making the guarantees, total amount of guarantees of the Company and its subsidiaries exceeded 50% of their net assets of the latest audited financial statements, the guarantees have to be ratified in the annual general meeting.

8. JOINT DEVELOPMENT WITH THIRD PARTY COMPANIES OF THE GUANGZHOU ASIAN GAMES CITY PROJECT

On 22 December 2009, the Company, Agile Property Holdings Limited and Country Garden Holdings Company Limited together successfully bid for the Guangzhou Asian Games City Project for a consideration of RMB25.5 billion. The site area is approximately 2.64 million sq.m. with an aggregate GFA of approximately 4.38 million sq.m. Please refer to the Company’s announcement of 23 December 2009 for more details. According to internal rules of the Company, the acquisition which was over 50% of the net asset value of the Company as per latest financial statements, a special resolution (item no. 11 in the AGM notice) will be proposed to seek shareholders’ approval and authorized the Board to sign the related documents.

9. ANNUAL GENERAL MEETING AND CLASS MEETINGS

The AGM, class meeting of holders of Domestic Shares and class meeting of holders of H Shares will be held at 11:00 a.m., 11:30 a.m. and 11:45 a.m. respectively on Friday, 28 May 2010 at 54/F., Conference Room, R&F Center, No. 10 Huaxia Road, Pearl River New Town, Guangzhou, PRC. The notice of the AGM and class meetings are set out on pages 14 to 23 in Appendix IV, Appendix V and Appendix VI.

— 5 —

LETTER FROM THE BOARD

According to the Articles, Shareholders can vote by a show of hands or by poll at general meeting. The amended rule 13.39(4) of the Listing Rules which became effective on 1 January 2009 requires any vote of shareholders at a general meeting be taken by poll. Therefore, the Company will procure the chairman of the AGM and class meetings to demand voting on all resolutions set out in the notice of the AGM and the class meetings be taken by way of poll. The Company shall appoint its auditors, share registrar or external accountants who are qualified to serve as auditors for the Company as scrutineers for the vote-taking. Where the resolution to be voted upon is the election of the chairman of the meeting or the termination of the meeting, then poll should be taken immediately. In all other cases, the chairman shall determine the time for taking such poll and the meeting can proceed to discuss other matters. The result of the poll shall be deemed to have been taken at such general meeting. The chairman shall have the casting vote in a general meeting.

H Share shareholder(s) who wish(es) to appoint a proxy/proxies to attend the AGM or class meeting are requested to complete and sign the proxy form in accordance with the instructions contained therein, and deliver the proxy form to the Company’s H Shares share registrar, Computershare Hong Kong Investor Services Limited, at 17M/F., Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 24 hours before the time designated for the commencement of the AGM or class meeting (i.e. Thursday, 27 May 2010). For Domestic Share shareholder(s), please deliver the proxy form to the Company registered address, 45/F., R&F Center, No. 10 Huaxia Road, Pearl River New Town, Guangzhou, PRC (Postal Code 510623).

10. RECOMMENDATION

The Directors believe that the proposed resolutions are either necessary or in the interest of the Company. Accordingly, the Directors recommend all Shareholders to vote in favour of the aforementioned resolutions at the AGM and the class meetings.

11. GENERAL INFORMATION

• (1) This circular does not constitute an offer or an invitation to induce an offer by any person to acquire, subscribe for or purchase any securities of the Company.

• (2) In case of discrepancy between the English and Chinese version of this circular, the English version will prevail.

Yours faithfully, By Order of the Board Li Sze Lim Chairman

13 April 2010, Guangzhou, PRC

• For identification purposes only

— 6 —

BIOGRAPHY OF DIRECTOR AND SUPERVISORS PROPOSED FOR RE-ELECTION

APPENDIX I

Non-Executive Director

Zhang Lin ( 張琳 ) aged 61, is a non-executive Director of the Company

Ms. Zhang served as a lecturer at the South China University of Technology from 1982 to 1993 and as an associate professor from 1993 to 2003, teaching electrical and electronic engineering technology. Ms. Zhang graduated from the South China University of Technology having majored in electrical engineering. Ms. Zhang is the sister of Mr. Zhang Li, executive director and co-chairman of the Company.

Ms. Zhang did not hold any directorship in any other listed public company within the last three years. There is a service contract signed between the Company and Ms. Zhang and she will be subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Articles of Association of the Company. The emolument payable to Ms. Zhang will be determined by the Board.

Supervisors

Liang Yingmei ( 梁英梅 ) aged 69, is a Supervisor of the Company

Ms. Liang has over 40 years of experience in the construction industry. She has been the chairman of the Association of the Construction Materials Industry of Guangzhou since 2000. Prior to 2000, she served as an engineer, a deputy general manager and finally chairman and general manager of Guangzhou Construction Materials Group Corporation. Ms. Liang received a bachelor’s degree in chemistry from the South China University of Technology in 1964. She was appointed as a Supervisor of the Company in June 2004 to act as a representative of the Company’s shareholders.

Zheng Ercheng ( 鄭爾城 ) aged 52, is a Supervisor of the Company

Mr. Zheng has extensive experience in the China banking industry and financial sector. He was a sub-branch deputy governor and then governor of China Construction Bank, Guangzhou Branch, Tianhe Sub-branch from 1987 to 1997 and general manager of the International Business Department of the Guangzhou Branch of the China Construction Bank from 1997 to 1999. He was the general manager of the Guangzhou Branch of Cinda Asset Management Company from 1999 to 2000. He became a Supervisor of the Company in June 2004, to act as a representative of the Company’s shareholders. He is also the general manager of Guangzhou Fuze Property Development Company.

— 7 —

INFORMATION ON THE PROPOSED A SHARE ISSUE

APPENDIX II

The following information is extracted from the 2007 Circular and the terms used in this appendix have the same meaning as defined therein.

STRUCTURE OF THE A SHARE ISSUE

Type of Securities to be issued A Shares Place of Listing Shanghai Stock Exchange

Number of A Shares to be issued Not more than 450,000,000 A Shares (regardless of whether nominal value RMB1.00 or RMB0.25 per A Share). The final number of A Share to be issued and the structure of the issue is subject to the approval by the Relevant Authorities and the adjustments (if any) made by the Board as authorized by the Shareholders at the Extraordinary General Meeting and the Class Meetings

Target subscribers

Public and strategic investors, institutional investors in the PRC (i.e. PRC individuals and institutional investors, including qualified foreign institutional investors recognized in the PRC, having A Share accounts with the Shanghai Stock Exchange), except those prohibited under PRC laws and regulations to invest in the A Shares.

Nominal value RMB1.00 or RMB0.25 per A Share (depending on the approval of the Relevant Authorities)

Rights attached to A Shares The A Shares are listed Domestic Shares or Consolidated Domestic Shares and except as otherwise provided for in the applicable laws, rules and regulations and the Articles of Association, will rank pari passu with the existing Domestic Shares and H Shares in all respects. Once the A Share Issue is completed, both new and existing Shareholders will be entitled to share the accumulated retained earning at the time of the A Share Issue in accordance to their respective shareholding in the Company.

Method of issue

The issue will be conducted via a combination of public offer of new A Shares and/or private placement arrangements, placement through offline offering to strategic investors, institutional investors, and placement through online subscription or such other methods as approved by the CSRC.

— 8 —

APPENDIX II

INFORMATION ON THE PROPOSED A SHARE ISSUE

Basis for determining issue price

The issue price of the Proposed A Share Issue will be determined on the basis of market conditions, market consultation and the conditions prevailing in the PRC securities market at the time of the Proposed A Share Issue and such other ways as approved by the CSRC. Thus, the amount of funds to be raised from the Proposed A Share Issue cannot be confirmed at the date of this circular, but it is expected that the offer price will not be lower than 90% of the higher of (i) the average closing price of the Company’s Consolidated H Shares or H Shares (as the case may be) on the Stock Exchange for the 20 Trading Days preceding the date of the A Share prospectus or (ii) the closing price of the Company’s Consolidated H Shares or H Shares (as the case may be) on the Trading Day immediately preceding the date of the A Share Prospectus.

Uses of proceeds

The proceeds to be raised from the Proposed A Share Issue (after deducting the costs in relation to the Proposed A Share Issue) shall be used to fund the property development of the Group as approved; and for such other purposes as approved by the Relevant Authorities. If the amount of proceeds raised is in excess of the requirements of projects to be developed, the surplus portion will be used to replenish the working capital of the Company. However, if the amount of proceeds is short of the requirements of projects to be developed, the insufficient portion will be funded from other sources by the Company.

REASONS FOR AND THE BENEFITS OF THE PROPOSED A SHARE ISSUE

The Company believes that the Proposed A Share Issue will establish a new financing platform for the Company and will broaden the Company’s access to different securities markets. This will enable the Company to enhance the development of its operations and to further improve its competitiveness. Also, the Board believes that the Proposed A Share Issue will benefit the Company and the Shareholders as a whole.

— 9 —

INFORMATION ON THE PROPOSED A SHARE ISSUE

APPENDIX II

EFFECTS OF THE PROPOSED A SHARE ISSUE ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

Assuming the Company will not issue any additional shares prior to the Proposed A Share Issue, the shareholding structure of the Company immediately before and after the Proposed A Share Issue is set out as follows:

As at Date of Announcement No. of share of RMB0.25 each Domestic Shares — Existing 2,207,108,944 A Shares to be issued — H Shares 1,015,258,400 Total 3,222,367,344	Immediate after Completion of the Proposed A Share Issue % No. of share of RMB0.25 each % 68.5 2,207,108,944 60.1 — 450,000,000 12.3 31.5 1,015,258,400 27.6 100.0 3,672,367,344 100.0	Immediate after Completion of the Proposed A Share Issue % No. of share of RMB0.25 each % 68.5 2,207,108,944 60.1 — 450,000,000 12.3 31.5 1,015,258,400 27.6 100.0 3,672,367,344 100.0
		100.0

The Share Consolidation and the Capitalization Issue are not presently expected to be implemented. However, if the Share Consolidation and the Capitalization Issue are to be implemented before the Proposed A Share Issue, the shareholding structure of the Company immediately after completion of the Proposed A Share Issue will be the same as set out above except for the par value of the A Share will be RMB1.00 each.

— 10 —

GUARANTEES EXTENDED ON BEHALF OF SUBSIDIARY COMPANIES IN 2009

APPENDIX III

No.	Borrower	Lending Bank	Loan Amount	Loan Date
			RMB
1	Beijing R&F Properties	Bank of Communication —	700,000,000	2009/5/11
	Development Co., Ltd.	Dongshan Branch
2	Beijing Huaen Real	Industrial and Commercial	200,000,000	2009/3/9
	Estate Development Co.,	Bank of China — Chaoyang
	Ltd.	Branch
3	Beijing Huaen Real	China Merchants Bank —	200,000,000	2009/9/15
	Estate Development Co.,	Beisan Huan Branch
	Ltd.
4	Beijing Diyuanda	Bank of China — Commercial	200,000,000	2009/7/1
	Properties Development	Branch
	Co., Ltd.
5	Beijing Longxi Shunjing	China Minsheng Banking Corp.	200,000,000	2009/6/30
	Properties Development	Ltd. — Main Branch Sales
	Co., Ltd.	Department
6	Chengdu R&F Properties	Industrial and Commercial	120,000,000	2009/6/24
	Development Co., Ltd.	Bank of China — Shahe
		Branch
7	Chengdu R&F Properties	Bank of China — Xindu	160,000,000	2009/8/14
	Development Co., Ltd.	Branch
8	Guangzhou R&F	Industrial Bank Co., Ltd.	750,000,000	2009/5/27
	Chaosheng Properties
	Development Co., Ltd.
9	Guangzhou R&F	Bank of China — Dongshan	1,900,000,000	2009/6/16
	Xingsheng Properties	Branch
	Development Co., Ltd.
10	Guangzhou Tianli	Industrial and Commercial	70,000,000	2009/1/8
	Construction Co. Ltd.	Bank of China — Xihua Lu
		Branch
11	Guangzhou Tianli	Industrial and Commercial	60,000,000	2009/2/20
	Construction Co. Ltd.	Bank of China — Xihua Lu
		Branch
12	Guangzhou Tianli	China Construction Bank	48,000,000	2009/7/9
	Construction Co. Ltd.	Corporation — Tianhe Branch
13	Guangzhou Tianli	Industrial Bank Co., Ltd.	50,000,000	2009/10/30
	Construction Co. Ltd.
14	Guangzhou R&F	Bank of China — Dongshan	1,100,000,000	2009/3/13
	Hengsheng Properties	Branch
	Development Co., Ltd.

— 11 —

APPENDIX III

GUARANTEES EXTENDED ON BEHALF OF SUBSIDIARY COMPANIES IN 2009

No.	Borrower	Lending Bank	Loan Amount	Loan Date
			RMB
15	Guangzhou R&F Jiasheng	Dongguan Bank	400,000,000	2009/6/30
	Properties Development
	Co., Ltd.
16	Guangzhou R&F Jiasheng	Ping An Bank	500,000,000	2009/8/18
	Properties Development
	Co., Ltd.
17	Guangzhou R&F Yisheng	Shanghai Pudong Development	50,000,000	2009/4/30
	Properties Development	Bank — Guangzhou Branch
	Co., Ltd.
18	Shanghai Puwei	Bank of China — Qingpu	191,350,000	2009/8/25
	Properties Development	Branch
	Co., Ltd.
19	Taiyuan R&F Properties	Taiyuan Commercial Bank	200,000,000	2009/4/29
	Development Co., Ltd.
20	Taiyuan R&F Properties	China Minsheng Banking Corp.	300,000,000	2009/6/30
	Development Co., Ltd.	Ltd. — Taiyuan Sanqiang Lu
		Branch
21	Tianjin R&F Properties	China Merchants Bank —	300,000,000	2009/3/30
	Development Co., Ltd.	Tianjin Branch
22	Tianjin R&F Properties	China Zheshang Bank —	200,000,000	2009/7/13
	Development Co., Ltd.	Tianjin Branch
24	Tianjin R&F Properties	Agricultural Bank of China —	200,000,000	2009/9/14
	Development Co., Ltd.	Nankai Branch
25	Tianjin Prominence Real	Agricultural Bank of China —	500,000,000	2009/9/25
	Estate Development Co.,	Tianjin Branch
	Ltd.
26	Tianjin Yaohua	Agricultural Bank of China —	500,000,000	2009/8/12
	Investment Co., Ltd	Hedong Branch
27	Xian Binhu Garden	China Merchants Bank —	100,000,000	2009/1/4
	Properties Development	Yanta Lu Branch
	Co., Ltd.
28	Chongqing R&F	China Merchants Bank —	100,000,000	2009/6/25
	Properties Development	Chongqing Yanghe Branch
	Co., Ltd.
29	Chongqing R&F	Bank of China — Chongqing	50,000,000	2009/8/3
	Properties Development	Branch
	Co.

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APPENDIX III

GUARANTEES EXTENDED ON BEHALF OF SUBSIDIARY COMPANIES IN 2009

No. Borrower Lending Bank 30 Chongqing R&F Properties Development Co. Bank of China — Chongqing Branch 31 Chongqing R&F Properties Development Co. China Merchants Bank — Chongqing Yanghe Branch TOTAL	Loan Amount Loan Date RMB 50,000,000 2009/8/26 100,000,000 2009/10/15 9,499,350,000

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX IV

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

NOTICE IS HEREBY GIVEN that the 2009 Annual General Meeting (“AGM”) of Guangzhou R&F Properties Co., Ltd. (the “Company”) will be held at 11:00 a.m. on Friday, 28 May 2010 at 54/F., Conference Room, R&F Center, No. 10 Huaxia Road, Pearl River New Town, Guangzhou, PRC to consider, approve and authorise the following matters:

I Ordinary Resolutions

1. To consider and approve the report of the board of directors (the “Board”) of the Company for the year ended 31 December 2009.

2. To consider and approve the report of the supervisory committee of the Company for the year ended 31 December 2009.

3. To consider and approve the audited financial statements and the report of the auditors for the year ended 31 December 2009.

4. To consider and declare a final dividend for the year ended 31 December 2009 of RMB0.36 per share.

5. To consider and re-appoint PricewaterhouseCoopers as auditors of the Company, and to authorize the Board to fix the remuneration of the auditors.

6. To authorize the Board to decide on matters relating to the payment of interim dividend for the six months ended 30 June 2010.

7. To consider and re-elect the following retiring director as director, and authorize the Board to fix the remuneration of the director (Note 1):

8. (a) Re-appointment of Ms. Zhang Lin as the Company’s non-executive director.

9. To consider and re-elect the following retiring supervisors as supervisor, and authorize the Board to fix the remuneration of the supervisor (Note 1):

10. (a) Re-appointment of Ms. Liang Yingmei as the Company’s supervisor; and

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX IV

• (b) Re-appointment of Mr. Zheng Ercheng as the Company’s supervisor.

• II Special Resolution

To consider and approve the following resolutions as special resolutions with or without amendments:

1. To consider and approve the Company to extend guarantees on behalf of its subsidiaries, subject to the relevant provisions of the Articles of Association of the Company and under any of the following circumstances, up to an amount of RMB25 billion in aggregate:

2. (a) total external guarantees (including guarantees to subsidiaries) of the Company and its subsidiaries exceed 50% of the latest audited net assets value;

3. (b) total external guarantees (including guarantees to subsidiaries) exceed 30% of the latest audited total assets value;

4. (c) the gearing ratio of the subsidiary for which guarantee is to be provided is over 70%; or

5. (d) the guarantee to be provided to a subsidiary exceed 10% of the Company’s latest audited net assets value.

Guarantees extended will have to be confirmed at the next shareholders meeting.

1. To consider and approve the guarantees extended pursuant to ordinary resolution no. 9 of 2008 annual general meeting in the year 2009 as set out in Appendix III of the 2009 AGM circular.

2. To consider and approve the joint development with third party companies in the Asian Games City Project and authorized the Board to sign the related documents.

3. “ That :

the effective period of the approval of the Proposed A shares issue including that the Board is authorized to determine matters and deal with, at its discretion and with full authority, matters in relation to the Proposed A Share Issue, including but not limited to the specific timing of issue, number of A Shares to be issued, target subscribers, method of issue, basis of determining the issue prices, and number and proportion of A Shares to be issued to each subscriber, and at its discretion and with full authority, sign and execute all necessary documents, including but not limited to the preliminary prospectus, the prospectus, underwriting agreement, listing agreement and any related announcements, effect and carry out necessary formalities, including but not limited to procedures for listing of the A Shares on Shanghai Stock Exchange, and take all other necessary actions in connection with the Proposed A Share Issue, as well as to handle all registration requirements in relation to changes in the registered capital of the Company following the completion of the Proposed

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX IV

A Share Issue, by the shareholders in the extraordinary general meeting held on 18 June 2007 and as extended by the Shareholders in the annual general meeting and class meetings held on 30 May 2008 and 27 May 2009 which is effective until 27 May 2010 be extended for a period of 12 months from date of passing of this special resolution.”

13. “ That :

the Board be authorized to amend the use of proceeds from the Proposed A Share Issue as approved by the shareholders in the extraordinary general meeting of 18 June 2007 including but not limited to the timing of use of the proceeds, deletion of projects and reallocation among the projects according to the development progress of the projects, the direction of relevant authorities and the actual amount of issue proceeds.”

1. “ That :

2. (1) an unconditional and general mandate be granted to the Board to issue, allot and deal in additional shares in the capital of the Company, whether Domestic Shares or H Shares, and to enter into offers and agreements or to grant options in respect thereof, subject to the following conditions:

   • (a) such mandate shall not extend beyond the Relevant Period save that the Board may during the Relevant Period enter into offers and agreements or to grant options which may require the exercise of such powers after the end of the Relevant Period;

   • (b) the aggregate nominal amount of shares, whether Domestic Shares or H Shares, issued, allotted and dealt with by the Board pursuant to such mandate shall not exceed (i) 20% of the aggregate nominal amount of Domestic Shares in issue and (ii) 20% of the aggregate nominal amount of H Shares in issue; in each case at the date of this resolution; and

   • (c) the Board shall only exercise its power under such mandate in accordance with the Company Law of the People’s Republic of China (“PRC”) and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) as amended from time to time (the “Listing Rules”) and only if all necessary approvals from the China Securities Regulatory Commission and or other relevant PRC authorities are obtained;

3. (2) contingent on the Board resolving the issue of shares pursuant to sub-paragraph (1) of this resolution, the Board be authorized to:

   • (a) approve, execute and do or procure to be executed and done, all such documents, deeds and things as it may consider necessary in connection with the issue of new shares, including without limitation, the class and number of shares to be issued, the issue price, the period of issue and the number of new shares to be issued to existing shareholders, if any;

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX IV

• (b) to determine the use of proceeds and to make all necessary filings and registrations with the relevant PRC, Hong Kong and other authorities; and

• (c) to increase the registered capital of the Company in accordance with the actual increase of capital by issuing shares pursuant to sub-paragraph (1) of this resolution, to register the increase of the registered capital of the Company with the relevant authorities in the PRC and to make such amendments to the Articles of Association of the Company (the “Articles of Association”) as the Board thinks fit so as to reflect the increase in the registered capital of the Company.

• (3) For the purpose of this resolution:

“Domestic Shares” means ordinary shares in the capital of the Company, with a nominal value of RMB0.25 each, which are subscribed for and credited as fully paid up in Renminbi.

“H Shares” means the ordinary shares in the capital of the Company listed in the Stock Exchange, with a nominal value of RMB0.25 each, which are subscribed for and traded in Hong Kong dollars.

“Relevant Period” means the period from the passing of this resolution until the earlier of:

• (i) the conclusion of the next annual general meeting of the Company following the passing of this resolution;

• (ii) the expiration of the 12-month period after the passing of this resolution; or

• (iii) the date on which the authority set out in this resolution is revoked or varied by a special resolution of the shareholders of the Company passed at a general meeting.

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

13 April 2010, Hong Kong

Notes:

1. The biographical details of the candidate of director and supervisor is set out on pages 7 of this circular. The terms of the re-appointment of each of the director and supervisors will be three years from the date of the AGM.

2. The holders of the Company’s H Shares are reminded that pursuant to the Articles of Association of the Company, the register of the shareholders of the Company shall be closed from 29 April

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APPENDIX IV

NOTICE OF ANNUAL GENERAL MEETING

2010 to 28 May 2010 (both days inclusive), during which period, no transfer of shares will be registered. Shareholders, who intend to attend the AGM, must deliver their instruments of transfer together with the relevant share certificates to the Company’s H Share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Rooms 1712-1716, 17/F., Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on 28 April 2010.

1. Any shareholder of the Company entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and vote on his behalf. A proxy needs not be a shareholder of the Company. Where a shareholder of the Company appoints more than one proxy, his proxies can only vote in a poll.

2. To be valid, the proxy form is to be used by shareholder of the Company (both Domestic Share and H Share) wishing to appoint a proxy and, if such 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 together with the proxy form to the Company or 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.

3. Shareholders who intend to attend the AGM, are required to return the notice of attendance to the Company no later than 4:30 p.m. on 7 May 2010 (20 days before the date of meeting).

4. A shareholder or his/her/its proxy shall produce proof of identity when attending the AGM. 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.

5. In accordance with the Company’s Articles of Association, where there are joint registered shareholders, only the first named shareholder in the register of shareholders has the right to receive this notice, attend the AGM and exercises the voting right in relation to the relevant shares.

6. The AGM is expected to last for about half a day. Shareholders of the Company or their proxies attending the AGM shall be responsible for their own transportation, food and lodging.

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 Lai Ming, Joseph.

• For identification purpose only

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NOTICE OF CLASS MEETING OF HOLDERS OF DOMESTIC SHARES

APPENDIX V

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

Notice is hereby given that the class meeting of holders of Domestic Shares of Guangzhou R&F Properties Co., Ltd. (the “Company”) will be held at 11:30 a.m. on 28 May 2010 at the Conference Room, 54/F., R&F Center, No. 10 Huaxia Road, Pearl River New Town, Guangzhou, PRC to consider and if thought fit, to pass the following resolutions.

Unless otherwise indicated, capitalized terms used herein shall have the same meaning as those defined in the circular of the Company dated 3 May 2007.

SPECIAL RESOLUTION

“ That :

the effective period of the approval for the Proposed A Share Issue including that the Board is authorized to determine matters and deal with, at its discretion and with full authority, matters in relation to the Proposed A Share Issue, including but not limited to the specific timing of issue, number of A Shares to be issued, target subscribers, method of issue, basis of determining the issue prices, and number and proportion of A Shares to be issued to each subscriber, and at its discretion and with full authority, sign and execute all necessary documents, including but not limited to the preliminary prospectus, the prospectus, underwriting agreement, listing agreement and any related announcements, effect and carry out necessary formalities, including but not limited to procedures for listing of the A Shares on Shanghai Stock Exchange, and take all other necessary actions in connection with the Proposed A Share Issue, as well as to handle all registration requirements in relation to changes in the registered capital of the Company following the completion of the Proposed A Share Issue, by the holders of Domestic Shares in the Domestic Shareholders class meeting held on 18 June 2007 and extended in the Domestic Shareholders class meeting held on 30 May 2008 and 27 May 2009 which is effective until 27 May 2010 be extended for a period of 12 months from the date of passing of this resolution.”

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

13 April 2010, Hong Kong

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APPENDIX V NOTICE OF CLASS MEETING OF HOLDERS OF DOMESTIC SHARES

Notes:

1. Any holder of Domestic Shares of the Company entitled to attend and vote at the Domestic Shareholders Class Meeting is entitled to appoint one or more proxies to attend and vote on his behalf. A proxy need not be a shareholder of the Company.

2. Where a holder of Domestic Shares appoints more than one proxy, his proxies may only vote in a poll.

3. To be valid, the proxy form is to be used by holders of Domestic Shares of the Company wishing to appoint a proxy and, if such proxy form is signed by a person authorized by a holder of Domestic Shares pursuant to a power of attorney or other instruments, a notarized copy of that power of attorney or other instrument must be delivered together with the proxy form to the Company at 45/F., R&F Center, No. 10 Huaxia Road, Pearl River New Town, Guangzhou, PRC (Postal Code: 510623) not less than 24 hours before the time scheduled for holding the Domestic Shareholders Class Meeting.

4. Completion and return of the Proxy forms will not preclude a holder of Domestic Shares from attending and voting in person if he is subsequently able to be present and has notified the Company not less than 24 hours in writing before the time scheduled for holding the Domestic Shareholders Class Meeting.

5. A holder of Domestic Shares or his/her/its proxy shall produce proof of identity when attending the Domestic Shareholders Class Meeting. 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.

6. In accordance with the Company’s articles of association, where there are joint registered Domestic Share shareholders, only the first named shareholder in the register of shareholders has the right to receive this notice, attend the Domestic Shareholders Class Meeting and exercises the voting right in relation to the relevant shares.

7. The Domestic Shareholders Class Meeting is expected to last for about half a day. Shareholders of the Company or their proxies attending the Domestic Shareholders Class Meeting shall be responsible for their own transportation, food and lodging.

As at the date of this announcement, the executive directors of the Company are Mr. Li Sze Lim, Mr. Zhang Li, Mr. Lu Jing and Mr. Zhou Yaonan; 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 Lai Ming, Joseph.

• For identification purposes only

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APPENDIX VI NOTICE OF CLASS MEETING OF HOLDERS OF H SHARES

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

Notice is hereby given that the class meeting of holders of H Shares of Guangzhou R&F Properties Co., Ltd. (the “Company”) will be held at 11:45 a.m. on 28 May 2010 at the Conference Room, 54/F., R&F Center, No. 10 Huaxia Road, Pearl River New Town, Guangzhou, PRC to consider and if thought fit, to pass the following resolutions.

Unless otherwise indicated, capitalized terms used herein shall have the same meaning as those defined in the circular of the Company dated 3 May 2007.

SPECIAL RESOLUTION

“ That :

the effective period of the approval for the Proposed A Share Issue including that the Board is authorized to determine matters and deal with, at its discretion and with full authority, matters in relation to the Proposed A Share Issue, including but not limited to the specific timing of issue, number of A Shares to be issued, target subscribers, method of issue, basis of determining the issue prices, and number and proportion of A Shares to be issued to each subscriber, and at its discretion and with full authority, sign and execute all necessary documents, including but not limited to the preliminary prospectus, the prospectus, underwriting agreement, listing agreement and any related announcements, effect and carry out necessary formalities, including but not limited to procedures for listing of the A Shares on Shanghai Stock Exchange, and take all other necessary actions in connection with the Proposed A Share Issue, as well as to handle all registration requirements in relation to changes in the registered capital of the Company following the completion of the Proposed A Share Issue, by the holders of H Shares in the H Shares Shareholders class meeting held on 18 June 2007 and extended in the H Shares Shareholders class meeting held on 30 May 2008 and 27 May 2009 which is effective until 27 May 2010 be extended for a period of 12 months from the date of passing of this resolution.”

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

13 April 2010, Hong Kong

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APPENDIX VI NOTICE OF CLASS MEETING OF HOLDERS OF H SHARES

Notes:

1. Closure of register of Shareholders — The Holders of H Share are reminded that pursuant to the articles of association of the Company, the register of the shareholders of the Company shall be closed from 29 April 2010 (Thursday) to 28 May 2010 (Friday) (both days inclusive), during which period, no transfer of shares will be registered. The Company’s holders of H Share, who intend to attend the H Shares Shareholders Class Meeting, must deliver their instruments of transfer together with the relevant share certificates to the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Rooms 1712-1716, 17/F., Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on 28 April 2010.

2. Any holder of H Shares of the Company entitled to attend and vote at the H Shares Shareholders Class Meeting is entitled to appoint one or more proxies to attend and vote on his behalf. A proxy need not be a shareholder of the Company.

3. Where a holder of H Shares appoints more than one proxy, his proxies may only vote in a poll.

4. To be valid, the proxy form is to be used by holders of H Shares of the Company wishing to appoint a proxy and, if such proxy form is signed by a person authorized by a holder of H Shares pursuant to a power of attorney or other instruments, a notarized copy of that power of attorney or other instrument must be delivered together with the proxy form to the Company’s 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 scheduled for holding the H Shares Shareholders Class Meeting.

5. Completion and return of the Proxy forms will not preclude a holder of H Shares from attending and voting in person if he is subsequently able to be present and has notified the Company not less than 24 hours in writing before the time scheduled for holding the H Shares Shareholders Class Meeting.

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

7. In accordance with the Company’s articles of association, where there are joint registered H Shares shareholders, only the first named shareholder in the register of shareholders has the right to receive this notice, attend the H Shares Shareholders Class Meeting and exercises the voting right in relation to the relevant shares.

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APPENDIX VI NOTICE OF CLASS MEETING OF HOLDERS OF H SHARES

1. The H Shares Shareholders Class Meeting is expected to last for about half a day. Holders of H Shares of the Company or their proxies attending the H Shares Shareholders Class Meeting shall be responsible for their own transportation, food and lodging.

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 purposes only

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