Guangzhou R&F Properties Co., Ltd. — Proxy Solicitation & Information Statement 2014

Aug 1, 2014

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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 takes 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)

PROPOSED ISSUE OF DOMESTIC CORPORATE BONDS IN THE PRC ELECTION OF SUPERVISOR AND RE-ELECTION OF DIRECTOR AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the EGM to be held at 2:30 p.m. on Tuesday, 16 September 2014 at the Conference Room, 54/F, R&F Center, No.10 Huaxia Road, Pearl River New Town, Guangzhou, the 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 Investors 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, at 45/F., R&F Center, No.10 Huaxia Road, Pearl River New Town, Guangzhou, the PRC (Postal Code 510623), not less than 24 hours before the time designated for the commencement of the EGM (i.e. Monday, 15 September 2014). Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the EGM or any adjourned meeting should they so desire.

* for identification purpose only

1 August 2014

CONTENTS

		Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
LETTER FROM THE BOARD
I.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
II.	Proposed Issue of 2014 Domestic Corporate Bonds in the PRC . . . . . . . . . . . . . .	3
III.	Election of Supervisor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
IV.	Re-election of Independent Director . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
V.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
VI.	Extraordinary General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
VII.	Book Close Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
VIII.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
IX.	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
APPENDIX I – BIOGRAPHY OF SUPERVISOR AND DIRECTOR PROPOSED
	FOR ELECTION AND RE-ELECTION. . . . . . . . . . . . . . . . .	10
APPENDIX II – NOTICE OF EXTRAORDINARY GENERAL MEETING. . . . .		12

– i –

DEFINITIONS

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

• “2013 Domestic Corporate Bonds”

• domestic corporate bonds in the principal amount of not more than RMB6.0 billion proposed to be issued by the Company in the PRC, further details and terms of which are set out in the announcement of the Company dated 29 August 2013 and the circular of the Company dated 2 September 2013

• “2014 Domestic Corporate Bonds”

• domestic corporate bonds in the principal amount of not more than RMB6.5 billion proposed to be issued by the Company in the PRC pursuant to the terms as set forth in this circular

• “2013 Shareholders’ Approval”

• the shareholders’ approval obtained by the Company in the extraordinary general meeting of the Company held on 18 October 2013 in relation to the proposed issue of the 2013 Domestic Corporate Bonds

• “Articles of Association”

• the 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

• “CSRC” China Securities Regulatory Commission

• “Director(s)” director(s) of the Company

• “Domestic Share(s)”

• 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 Share(s)” 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

• “EGM” the extraordinary general meeting of the Company to be held at 2:30 p.m. on Tuesday, 16 September 2014 at the Conference Room, 54/F, R&F Center, No.10 Huaxia Road, Pearl River New Town, Guangzhou, the PRC

– 1 –

DEFINITIONS

“Hong Kong”	the Hong Kong Special Administrative Region	of	the
	PRC
“Independent Director”	independent non-executive director of the Company
“Listing Rules”	the Rules Governing the Listing of Securities	on The
	Stock Exchange of Hong Kong Limited
“PRC”	the People’s Republic of China
“RMB”	Renminbi, the lawful currency of the PRC
“Shareholders”	shareholders (both Domestic Shares and H Shares) of
	the Company
“Shares”	shares (both Domestic Shares and H Shares)	of	the
	Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Supervisor”	supervisor of the Supervisory Committee	of	the
	Company
“Supervisory Committee”	supervisory committee of the Company

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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:

Mr. Li Sze Lim Mr. Zhang Li Mr. Zhou Yaonan Mr. Lu Jing

Non-executive Director: Ms. Zhang Lin Ms. 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:

Mr. Huang Kaiwen Mr. Lai Ming, Joseph Mr. Zheng Ercheng

Dear Sir or Madam,

PROPOSED ISSUE OF DOMESTIC CORPORATE BONDS IN THE PRC ELECTION OF SUPERVISOR AND RE-ELECTION OF DIRECTOR AND NOTICE OF EXTRAORDINARY GENERAL MEETING

I. INTRODUCTION

The purpose of this circular is to provide you with information regarding the resolutions to be proposed in the EGM including the proposed issue of the 2014 Domestic Corporate Bonds in the PRC, the election of supervisor, re-election of independent non-executive director and the convening of the EGM.

II. PROPOSED ISSUE OF 2014 DOMESTIC CORPORATE BONDS IN THE PRC

1. Background

Reference is made to the Company’s announcement of 31 July 2014.

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LETTER FROM THE BOARD

In the extraordinary general meeting of the Company held on 18 October 2013, the 2013 Shareholders’ Approval have been obtained by the Company in relation to the proposed issue of the 2013 Domestic Corporate Bonds. Due to various commercial reasons, no 2013 Domestic Corporate Bonds have been issued by the Company since the date of the 2013 Shareholders’ Approval up till the date of this announcement. As the Company will continue to pursue issuance of domestic corporate bonds under the right conditions and given the time elapsed since the 2013 Shareholders’ Approval, the Board proposed to seek a fresh approval from the Shareholders in relation to the proposed issue of domestic corporate bonds. The terms and conditions applicable to the 2014 Domestic Corporate Bonds are substantially the same as the terms and conditions applicable to the 2013 Domestic Corporate Bonds, except that the issue size limit of the 2014 Domestic Corporate Bonds is proposed to be increased to RMB6.5 billion from RMB6.0 billion.

The Board proposes to issue the 2014 Domestic Corporate Bonds in the PRC with an aggregate principal amount of not more than RMB6.5 billion. The Company intends to issue the 2014 Domestic Corporate Bonds to strengthen its working capital, partially refinance its short and medium term bank loans and improve the capital structure of the Company.

According to the Articles of Association, the proposed issue of the 2014 Domestic Corporate Bonds requires approval of the Shareholders by way of a special resolution. Accordingly, the Company proposes to seek approval of the Shareholders in the EGM in relation to the proposed issue of the 2014 Domestic Corporate Bonds.

The proposed issue of the 2014 Domestic Corporate Bonds also requires approval from the CSRC. Issuance of the 2014 Domestic Corporate Bonds will depend on the timing of the CSRC approval and the conditions of the bonds market in the PRC.

2. Proposed Issue of 2014 Domestic Corporate Bonds

Details of the 2014 Domestic Corporate Bonds proposed to be issued are as follows:–

(i)	Issuer	:	Guangzhou R&F Properties Co., Ltd.;
(ii)	Place of issue	:	the PRC;
(iii)	Size of issue	:	The aggregate principal amount shall	not	be
			more than RMB6.5 billion;
(iv)	Arrangement for issue	:	The 2014 Domestic Corporate Bonds will		not
	to Shareholders		be placed to existing Shareholders	on	a
			preferential basis;
(v)	Maturity	:	5 to 10 years;

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LETTER FROM THE BOARD

• (vi) Use of proceeds : To repay part of the existing bank loans and to supplement the working capital of the Company;

• (vii) Listing : Subject to the satisfaction of the relevant

• : Subject to the satisfaction of the relevant requirements for listing, an application for listing of the 2014 Domestic Corporate Bonds on a domestic stock exchange as approved by the relevant PRC regulatory authorities will be made by the Company; and

• (viii) Validity period for the issue

• : The validity period for the issue of the 2014 Domestic Corporate Bonds shall be 24 months from the date of approval by CSRC, subject to the special resolution at the EGM approving the issue having been passed by the Shareholders.

3. Granting of authority to the Board to deal with matters relating to the issue of the 2014 Domestic Corporate Bonds

To ensure the proper issue of the proposed 2014 Domestic Corporate Bonds, it is proposed that a special resolution be passed by the Shareholders generally and unconditionally at the EGM to authorize the Board to handle all matters relating to the proposed issue of the 2014 Domestic Corporate Bonds, including but not limited to the following:

• (i) implement specific plan for the issue of the 2014 Domestic Corporate Bonds according to market conditions, including but not limited to the timing of issue, issue size, issue price, maturity, whether to issue in tranches and their respective size and maturity, interest rate and method of determination, conditions for redemption or repurchase, guarantees, place of issue and listing, other terms of the bonds and all other matters relating to the issue of the 2014 Domestic Corporate Bonds;

• (ii) determine the final use of the proceeds in accordance with the needs of the Company;

• (iii) decide and appoint intermediaries and a trustee for the proposed issue of the 2014 Domestic Corporate Bonds;

• (iv) apply to the relevant PRC regulatory authorities to issue the 2014 Domestic Corporate Bonds and make appropriate adjustments to the plan for the issue and terms of the 2014 Domestic Corporate Bonds in accordance with the feedback (if any) from the relevant PRC regulatory authorities;

• (v) deal with any matters relating to the issue and listing of the 2014 Domestic Corporate Bonds pursuant to the relevant rules of the relevant domestic stock exchange(s);

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LETTER FROM THE BOARD

• (vi) approve and execute relevant legal documents relating to the issue and listing of the 2014 Domestic Corporate Bonds and make appropriate disclosure; and

• (vii) take all necessary actions to determine and make arrangements for all matters relating to the proposed issue and listing of the 2014 Domestic Corporate Bonds, including exercising discretion to delay or temporarily suspend the issue of the 2014 Domestic Corporate Bonds should such event of force majeure or other situations make the issue of the 2014 Domestic Corporate Bonds difficult or would not be beneficial to the Company even if it could be issued.

The authority granted to the Board to deal with the above matters will take effect from the date of the passing of this resolution until all the authorized matters in relation to the issue of the 2014 Domestic Corporate Bonds have been completed.

4. Measures to Ensure Repayment of the 2014 Domestic Corporate Bonds

In the occurrence of an event of expected inability to repay principals and interests of the 2014 Domestic Corporate Bonds as scheduled or inability to repay principals and interest of the 2014 Domestic Corporate Bonds when they become due, the Company will implement, as a minimum, the following measures:

• (i) no dividends will be distributed to Shareholders;

• (ii) suspend capital expenditure, such as major external investments, acquisitions and mergers;

• (iii) salary and bonus of Directors and senior management of the Company will be reduced or suspended; and

• (iv) no key officers will be allowed to leave office.

5. Reasons for the Proposed Issue of the 2014 Domestic Corporate Bonds

The proposed issue of the 2014 Domestic Corporate Bonds is to enable the Company to raise funds. The Company intends to apply the proceeds from the issue of the 2014 Domestic Corporate Bonds to strengthen the working capital of the Company, to partially refinance short-term and medium-term bank loans and to improve the capital structure of the Company.

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LETTER FROM THE BOARD

III. ELECTION OF SUPERVISOR

Following the resignation of Mr. Dai Feng as an Independent Director on 28 February 2014 and the resignation of Mr. Zheng Ercheng as a Supervisor on 30 May 2014 in order to be appointed as an Independent Director as previously announced on 28 February 2014 and 23 May 2014 by the Company, the number of Supervisors of the Company has fallen below the minimum number as required by the Articles of Association. To fill the vacancy of the Supervisory Committee, the Supervisory Committee proposes to appoint Mr. Zhao Xianglin (“Mr. Zhao”) as a Supervisor representing Shareholders of the Company and Mr. Zhao’s proposed appointment will have to be approved by the Shareholders in the EGM.

The biography of Mr. Zhao is set out in the Appendix I of this circular.

IV. RE-ELECTION OF INDEPENDENT DIRECTOR

Mr. Zheng Ercheng (“Mr. Zheng”) was appointed an Independent Director of the Company on 30 May 2014 to fill the causal vacancy of the Board following the resignation of Mr. Dai Feng as an Independent Director. A director appointed by the Board to fill a causal vacancy will have to be elected by the Shareholders in the next shareholders’ meeting.

The biography of Mr. Zheng is set out in Appendix I to this circular.

The Board considers that with Mr. Zheng’s experience and his general business acumen, he is suitable for appointment as an Independent Director and his appointment will be beneficial to the Company and the Shareholders as a whole. Notwithstanding that Mr. Zheng has served as a Supervisor for 10 years, the Board considers that Mr. Zheng meets the independence factors set out in Rule 3.13 of the Listing Rules, as he has not been involved in the day-to-day management of the Company and there does not exist any relationships or circumstances which would interfere with the exercise of his independent judgment. Mr. Zheng has confirmed that he meets the independence criteria as set out in Rule 3.13 of the Listing Rules.

V. RECOMMENDATION

The Directors consider that 1) the proposed issue of the 2014 Domestic Corporate Bonds is fair and reasonable and in the interests of the Company and the Shareholders as a whole and 2) Mr. Zhao and Mr. Zheng are suitable candidate for Supervisor and Independent Director respectively. Accordingly, the Directors recommend that all Shareholders to vote in favour of the resolutions set out in the notice of the EGM.

The proposed issue of the 2014 Domestic Corporate Bonds is subject to, among others, the approval of the Shareholders at the EGM, the approval by CSRC and market conditions and may or may not materialize, Shareholders and the public should exercise cautions when dealing in the securities of the Company.

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LETTER FROM THE BOARD

VI. EXTRAORDINARY GENERAL MEETING

The EGM will be convened to approve the abovementioned matters by special resolution or ordinary resolution as appropriate. The notice for convening the EGM to be held at 2:30 p.m. on Tuesday, 16 September 2014 at the Conference Room, 54/F, R&F Center, No.10 Huaxia Road, Pearl River New Town, Guangzhou, the PRC, is set out on pages 12 to 15 of this circular.

According to Rule 13.39(4) of the Listing Rules, the voting on all the resolutions at the EGM will be taken by poll.

No Shareholder is interested in the proposed resolutions. Accordingly, no Shareholder is required to abstain from voting for the resolutions proposed at the EGM.

H Share shareholder(s) who wish(es) to appoint a proxy/proxies to attend the EGM 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 EGM (i.e. Monday,15 September 2014). 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, the PRC (Postal Code 510623).

VII. BOOK CLOSE PERIOD

The register of members of the H Shares will be closed from 10 September 2014 to 16 September 2014 (both days inclusive) in accordance with the Articles of Association. During such period, no transfer of H Shares will be registered. Shareholders, who intend to attend the EGM, 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 Center, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on 8 September 2014.

VIII.RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particular given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

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LETTER FROM THE BOARD

IX. 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 Guangzhou R&F Properties Co., Ltd. Li Sze Lim

Chairman

Hong Kong, 1 August 2014

• for identification purpose only

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BIOGRAPHY OF SUPERVISOR AND DIRECTOR PROPOSED FOR ELECTION AND RE-ELECTION

APPENDIX I

SUPERVISOR

Zhao Xianglin（趙祥林）aged 73

Mr. Zhao graduated from Yangzhou University in 1964 with a higher education diploma. From 1969 to 2002, Mr. Zhao was a senior teacher at the Affiliated High School of Yangzhou University (“AHSYU”). During Mr. Zhao’s tenure at AHSYU, he was also the head of the Music Curriculum Development Team, vice-president of the Labor Union and the director of the Office of School Sponsored Enterprises of AHSYU. Mr. Zhao is very experienced in supervising the functioning of sizable enterprises. From 1998 to 2002, Mr. Zhao was a member of the Political Consultative Conference of the City of Yangzhou. Mr. Zhao retired in 2002.

Mr. Zhao has not been a director of any other listed company within the last three years or held any other position in the Company or its subsidiaries. Mr. Zhao does not have any relationships with any other directors, supervisors, senior management, substantial or controlling shareholders of the Company. As at the date of this circular, Mr. Zhao does not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance.

The Company will enter into a service contract with Mr. Zhao for a term commencing from his date of appointment to the 2016 annual general meeting of the Company. Mr. Zhao will be paid an annual supervisor’s fee of RMB66,000 which was determined on the basis of prevailing market rate, scope of work, level of involvement and the recommendation of the remuneration committee of the Company.

DIRECTOR

Zheng Ercheng（鄭爾城）aged 56

Mr. Zheng, aged 56, 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. Mr. Zheng has since retired from active employment. Mr. Zheng was appointed Supervisor in June 2004 and resigned on 30 May 2014.

Mr. Zheng did not hold any directorship in any other listed public company within the last three years. He has a personal interest of 260,280 H shares in the Company within the meaning of Part XV of the Securities and Futures Ordinance. There is a service contract signed between the Company and Mr. Zheng for a term of three year subject to election at the next general meetings of the Company. The emolument payable to Mr. Zheng will be determined by the Board.

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APPENDIX I BIOGRAPHY OF SUPERVISOR AND DIRECTOR PROPOSED FOR ELECTION AND RE-ELECTION

OTHERS

There are no other information relating to the above supervisor and director that need to be disclosed pursuant to Rule 13.51(2) sub-paragraphs (h) to (v) of the Listing Rules and there are no matters that need to be brought to the attentions of the Shareholders in relation to their election.

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APPENDIX II NOTICE OF EXTRAORDINARY GENERAL MEETING

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

Notice of Extraordinary General Meeting

Notice is hereby given that an extraordinary general meeting (the “ EGM ”) of Guangzhou R&F Properties Co., Ltd. (the “ Company ”) will be held at 2:30 p.m. on Tuesday, 16 September 2014 at the Conference Room, 54/F., R&F Center, No.10 Huaxia Road, Pearl River New Town, Guangzhou, the 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 1 August 2014:

AS SPECIAL RESOLUTIONS

1. “ THAT each of the following proposed items in respect of the proposed issue of 2014 Domestic Corporate Bonds in the PRC be and is hereby individually approved (subject to the approval of the CSRC and the conditions of the bonds market in the PRC):

2. (i) Issuer

3. : Guangzhou R&F Properties Co., Ltd.

4. (ii) Place of issue : the PRC

5. (iii) Size of issue : The aggregate principal amount shall not be more than RMB6.5 billion.

6. (iv) Arrangement for issue : The 2014 Domestic Corporate Bonds will not be to Shareholders placed to existing Shareholders on a preferential basis.

7. (v) Maturity

8. : 5 to 10 years

9. (vi) Use of proceeds

10. : To repay part of the existing bank loans and to supplement the working capital of the Company.

11. (vii) Listing

12. : Subject to the satisfaction of the relevant requirements for listing, an application for listing of the 2014 Domestic Corporate Bonds on a domestic stock exchange as approved by the relevant PRC regulatory authorities will be made.

13. For identification purpose only

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APPENDIX II NOTICE OF EXTRAORDINARY GENERAL MEETING

• (viii) Validity period for the : The validity period for the issue of the 2014 issue Domestic Corporate Bonds shall be 24 months from the date of approval by CSRC, subject to the special resolution at the EGM approving the issue having been passed by the Shareholders.

• “ THAT the board of directors of the Company be and is hereby authorised to deal with all matters in connection with the issue of the 2014 Domestic Corporate Bonds in the PRC, including but not limited to the following:

• (i) implement specific plan for the issue of the 2014 Domestic Corporate Bonds according to market conditions, including but not limited to the timing of issue, issue size, issue price, maturity, whether to issue in tranches and their respective size and maturity, interest rate and method of determination, conditions for redemption or repurchase, guarantees, place of issue and listing, other terms of the bond and all other matters relating to the issue of the 2014 Domestic Corporate Bonds;

• (ii) determine the final use of the proceeds in accordance with the needs of the Company;

• (iii) decide and appoint intermediaries and a trustee for the proposed issue of the 2014 Domestic Corporate Bonds;

• (iv) apply to the relevant PRC regulatory authorities to issue the 2014 Domestic Corporate Bonds and make appropriate adjustments to the plan for the issue and terms of the 2014 Domestic Corporate Bonds in accordance with the feedback (if any) from the relevant PRC regulatory authorities;

• (v) deal with any matters relating to the issue and listing of the 2014 Domestic Corporate Bonds pursuant to the relevant rules of the relevant domestic stock exchange(s);

• (vi) approve and execute relevant legal documents relating to the issue and listing of the 2014 Domestic Corporate Bonds and make appropriate disclosure; and

• (vii) take all necessary actions to determine and make arrangements for all matters relating to the proposed issue and listing of the 2014 Domestic Corporate Bonds, including exercising discretion to delay or temporarily suspend the issue of the 2014 Domestic Corporate Bonds should such event of force majeure or other situations make the issue of the 2014 Domestic Corporate Bonds difficult or would not be beneficial to the Company even if it could be issued.”

The authority granted to the Board to deal with the above matters will take effect from the date of the passing of this resolution until all the authorized matters in relation to the issue of the 2014 Domestic Corporate Bonds have been completed.

– 13 –

APPENDIX II NOTICE OF EXTRAORDINARY GENERAL MEETING

1. “ THAT the following measures to be implemented by the Company in the event of an expected inability to repay the 2014 Domestic Corporate Bonds as scheduled or inability to repay principals and interest of the 2014 Domestic Corporate Bonds when they become due be and are hereby approved:

2. (i) no dividends will be distributed to Shareholders;

3. (ii) suspend capital expenditure, such as major external investments, acquisitions and mergers;

4. (iii) salary and bonus of Directors and senior management of the Company will be reduced or suspended; and

5. (iv) no key officers will be allowed to leave office.”

AS ORDINARY RESOLUTIONS

1. To consider and elect Mr. Zhao Xianglin as a supervisor of the Company representing shareholders and authorize the board of directors of the Company to fix the remuneration of Mr. Zhao Xianglin.

2. To consider and re-elect Mr. Zheng Ercheng as an independent non-executive director of the Company and authorize the board of directors of the Company to fix the remuneration of Mr. Zheng Ercheng.

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

Hong Kong, 1 August 2014

Notes:

1. The biographical details of the candidates of supervisor and director are set out on pages 10 to 11 of the circular of the Company dated 1 August 2014.

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 EGM, the register of the shareholders of the Company shall be closed from 10 September 2014 to 16 September 2014 (both days inclusive), during which period, no transfer of shares will be registered. Shareholders, who intend to attend the EGM, 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 8 September 2014.

3. Any shareholder of the Company entitled to attend and vote at the EGM 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

– 14 –

APPENDIX II NOTICE OF EXTRAORDINARY GENERAL MEETING

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 EGM.

1. Shareholders who intend to attend the EGM, are required to return the notice of attendance to the Company no later than 4:30 p.m. on 27 August 2014 (20 days before the date of meeting).

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

3. 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 EGM and exercises the voting right in relation to the relevant shares.

4. The EGM is expected to last for about half a day. Shareholders of the Company or their proxies attending the EGM 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. Lai Ming Joseph and Mr. Zheng Ercheng.

• For identification purpose only

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