Guangzhou R&F Properties Co., Ltd. — Proxy Solicitation & Information Statement 2013

Apr 12, 2013

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, APPROVAL FOR GUARANTEES EXTENDED ON BEHALF OF SUBSIDIARIES AND NOTICE OF ANNUAL GENERAL MEETING

Notice convening the AGM of the Company to be held on Wednesday, 29 May 2013 at the Conference Room, 54/F., R&F Center, No. 10 Huaxia Road, Pearl River New Town, Guangzhou, PRC is set out on pages 12 to 15 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 (i.e. Tuesday, 28 May 2013). 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.

12 April 2013

• For identification purpose only

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.	Approval for Guarantees Extended on Behalf of Subsidiary Companies . . . . . . . .	4
6.	Ratification of the Guarantees Extended on Behalf of Subsidiary Companies
	in the year 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
7.	Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
8.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
9.	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
APPENDIX I – BIOGRAPHY OF DIRECTOR AND SUPERVISORS
	PROPOSED FOR RE-ELECTION . . . . . . . . . . . . . . . . . . .	7
APPENDIX II – GUARANTEES EXTENDED ON BEHALF OF
	SUBSIDIARY COMPANIES IN 2012 . . . . . . . . . . . . . . . . . .	8
APPENDIX III – NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . .		12

– 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 Wednesday, 29 May 2013 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

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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

Dear Sir or Madam,

GENERAL MANDATE TO ISSUE SHARES, RE-ELECTION OF DIRECTOR AND SUPERVISORS, APPROVAL FOR GUARANTEES EXTENDED ON BEHALF OF SUBSIDIARIES AND NOTICE OF ANNUAL GENERAL 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 director and supervisors of the Company, approval and ratification for guarantees extended on behalf of subsidiary companies and the convening of the AGM.

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LETTER FROM THE BOARD

2. GENERAL MANDATE TO ISSUE SHARES

At the last annual general meeting of the Company held on 25 May 2012, 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. 11, AGM notice, pages 13 to 15 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 2013, and being eligible, have offered herself for re-election at the AGM for another three-year term commencing on 30 May 2013.

The biography of Ms. Zhang Lin 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 2013, and all of them, being eligible, have offered themselves for re-election at the AGM for another three-year term commencing on 30 May 2013.

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

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LETTER FROM THE BOARD

5. APPROVAL FOR GUARANTEES EXTENDED ON BEHALF OF SUBSIDIARY COMPANIES

The following rule which concerns the provision of guarantee by a company is observed by PRC listed companies and banks also often require their customer to be abided by it:

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 total assets of the latest audited financial statements;

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

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

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

As the above rule is considered good practice, it would be adopted by the Company. However, 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 rule, this will create significant operational difficulty having to seek shareholders’ approval on a case by case basis. 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 annual general meeting. This is a renewal of the corresponding resolution passed in 2011 annual general meeting.

6. RATIFICATION OF THE GUARANTEES EXTENDED ON BEHALF OF SUBSIDIARY COMPANIES IN THE YEAR 2012

The guarantees extended to banks by the Company on behalf of subsidiary companies in 2012 are set out on pages 8 to 11, Appendix II 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 2012. According to the approved special resolution (item no. 8) of 2011 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.

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LETTER FROM THE BOARD

7. ANNUAL GENERAL MEETING

The AGM will be held at 11:00 a.m. on Wednesday, 29 May 2013 at the Conference Room, 54/F., R&F Center, No. 10 Huaxia Road, Pearl River New Town, Guangzhou, PRC. The notice of the AGM is set out on pages 12 to 15 in Appendix III.

According to the Articles, Shareholders can vote by a show of hands or by poll at general meeting. The rule 13.39(4) of the Listing Rules requires any vote of shareholders at a general meeting be taken by poll, and to allow a chairman at a general meeting to exempt only certain prescribed procedural and administrative matters from a vote by poll. Therefore, the Company will procure the chairman of the AGM to demand voting on all resolutions set out in the notice of the AGM 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 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 (i.e. Tuesday, 28 May 2013). 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).

8. 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.

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LETTER FROM THE BOARD

9. 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.

By Order of the Board Guangzhou R&F Properties Co., Ltd. Li Sze Lim

Chairman

12 April 2013, Guangzhou, PRC

• For identification purposes only

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BIOGRAPHY OF DIRECTOR AND SUPERVISORS PROPOSED FOR RE-ELECTION

APPENDIX I

Non-Executive Director

Zhang Lin ( 張琳 ) aged 64

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.

Ms. Zhang’s is also an non-executive director of Kinetic Mines and Energy Limited. 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 72

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 55

Mr. Zheng has extensive experience in the China banking industry and financial sector. He was 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.

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GUARANTEES EXTENDED ON BEHALF OF SUBSIDIARY COMPANIES IN 2012

APPENDIX II

No.	Borrower	Lending Bank	Loan Amount	Loan Date
			(RMB’000)
1	Guangzhou Tianli Construction	Dongguan Bank –	50,000	6/3/2012
	Co., Ltd.	Guangzhou Branch
		Bank of Nanchang –	50,000	1/4/2012
		Guangzhou Branch
		China Industrial	50,000	31/3/2012
		International Trust
		Limited
		Guangdong Finance Trust	48,000	31/10/2012
		Co., Ltd.
		Ping An Bank –	1,000,000	23/10/2012
		Guangzhou Branch
2	Guangdong Hengli Engineering	Industrial Bank Co., Ltd.	20,000	31/3/2012
	Co., Ltd.	– Guangzhou Branch
3	Guangzhou R&F Decoration	China Merchants Bank –	30,000	19/9/2012
	Construction Co., Ltd.	Guangzhou Shimao
		Branch
		Bank of Jiujiang –	30,000	22/10/2012
		Guangzhou Branch
4	Guangzhou R&F Chaosheng	Ping An Bank –	50,000	18/4/2012
	Properties Development Co.,	Guangzhou Branch
	Ltd.	Ping An Bank –	100,000	23/7/2012
		Guangzhou Branch
		Ping An Bank –	150,000	29/8/2012
		Guangzhou Branch

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GUARANTEES EXTENDED ON BEHALF OF SUBSIDIARY COMPANIES IN 2012

APPENDIX II

No.	Borrower	Lending Bank	Loan Amount	Loan Date
			(RMB’000)
5	Guangzhou Dehe Investment Co.,	Guangdong Development	10,000	13/2/2012
	Ltd.	Bank – Dongfeng Dong
		Branch
		Bank of China –	100,000	10/1/2012
		Dongshan Branch
		Bank of China –	50,000	29/1/2012
		Dongshan Branch
		Bank of China –	35,000	23/5/2012
		Dongshan Branch
		Bank of China –	15,000	20/6/2012
		Dongshan Branch
6	Guangzhou Shengjing Properties	Ping An Bank –	100,000	13/1/2012
	Development Co., Ltd.	Guangzhou Branch
		Ping An Bank –	100,000	1/2/2012
		Guangzhou Branch
		Industrial and	200,000	1/2/2012
		Commercial Bank of
		China – Xiajiu Lu
		Branch
7	Guangzhou R&F Chuangsheng	Industrial and	140,000	26/11/2012
	Properties Development Co.,	Commercial Bank of
	Ltd.	China – Xihua Lu
		Branch
8	Chongqing R&F Properties	Bank of China –	30,400	30/8/2012
	Development Co., Ltd.	Chongqing Branch
		Bank of China –	112,100	18/9/2012
		Chongqing Branch
		China Minsheng Banking	240,000	21/11/2012
		Corp., Ltd. –
		Chongqing Branch

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GUARANTEES EXTENDED ON BEHALF OF SUBSIDIARY COMPANIES IN 2012

APPENDIX II

No.	Borrower	Lending Bank	Loan Amount	Loan Date
			(RMB’000)
9	Chengdu R&F Properties	Industrial and	70,000	19/11/2012
	Development Co., Ltd.	Commercial Bank of
		China – Shahe Branch
		Industrial and	70,000	20/11/2012
		Commercial Bank of
		China – Shahe Branch
10	Hainan Lingshui R&F Bay	Bank of China – Hainan	20,000	29/10/2012
	Development Co., Ltd.	Branch
		Bank of China – Hainan	10,000	30/10/2012
		Branch
		Bank of China – Hainan	5,300	31/10/2012
		Branch
		Bank of China – Hainan	44,700	1/11/2012
		Branch
		Bank of China – Hainan	10,000	26/11/2012
		Branch
11	R&F Nanjing Properties	Bank of China –	30,000	20/1/2012
	Development Co., Ltd.	Jiangsu Province
		Branch
		Bank of China –	30,000	10/2/2012
		Jiangsu Province
		Branch
		Bank of China –	40,000	30/3/2012
		Jiangsu Province
		Branch
		Bank of China –	150,000	30/11/2012
		Jiangsu Province
		Branch
		Shanghai Pudong	105,000	24/12/2012
		Development Bank –
		Nanjing Branch

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GUARANTEES EXTENDED ON BEHALF OF SUBSIDIARY COMPANIES IN 2012

APPENDIX II

No. Borrower Lending Bank 12 Tianjin R&F Properties Development Co., Ltd. China Merchants Bank – Tianjin Branch China Merchants Bank – Tianjin Branch China Merchants Bank – Tianjin Branch China Merchants Bank – Tianjin Branch Bank of China – Nankai Branch 13 Kunshan Guoyin Property Co., Ltd. Bank of China – Kunshan Branch TOTAL	Loan Amount Loan Date (RMB’000) 36,170 13/2/2012 29,000 28/4/2012 10,000 20/9/2012 45,000 31/12/2012 200,000 31/12/2012 250,000 17/12/2012 3,865,670

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

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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 2012 Annual General Meeting (“AGM”) of Guangzhou R&F Properties Co., Ltd. (the “Company”) will be held at 11:00 a.m. on Wednesday, 29 May 2013 at the Conference Room, 54/F., 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 2012.

2. To consider and approve the report of the supervisory committee of the Company for the year ended 31 December 2012.

3. To consider and approve the audited financial statements and the report of the auditors for the year ended 31 December 2012.

4. To consider and declare a final dividend for the year ended 31 December 2012 of RMB0.5 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 2013.

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

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

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

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 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 their latest audited net assets value;

3. (b) total external guarantees (including guarantees to subsidiaries) of the Company exceed 30% of its 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 special resolution no. 8 of 2011 annual general meeting in the year 2012 as set out in Appendix II of the 2012 AGM circular.

2. “ That :

3. (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

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APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

• (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;

• (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;

• (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

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

• (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 Guangzhou R&F Properties Co., Ltd. Chow Oi Wah, Fergus Company Secretary

12 April 2013, Hong Kong

Notes:

1. The biographical details of the candidates of director and supervisor are set out on pages 7 of this circular. The terms of the re-appointment of each of the director and supervisor will be three years from the expiry date of their appointment.

2. The holders of the Company’s H Shares are reminded that pursuant to the Articles of Association of the Company and for determining the right of shareholders to attend and vote at the AGM, the register of the shareholders of the Company shall be closed from 29 April 2013 (Monday) to 29 May 2013 (Wednesday) (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 26 April 2013.

3. 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.

4. 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.

5. 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 9 May 2013 (20 days before the date of meeting).

6. 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.

7. 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.

8. 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 Mr. Lai Ming, Joseph.

* For identification purposes only

– 15 –