Guangzhou R&F Properties Co., Ltd. — Proxy Solicitation & Information Statement 2015

Jun 26, 2015

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

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

(Stock Code: 2777)

Notice of Class Meeting for Holders of Domestic Shares

NOTICE IS HEREBY GIVEN that the class meeting for holders of Domestic Shares (the “Domestic Shares Class Meeting”) of Guangzhou R&F Properties Co., Ltd. (the “Company”) for 2015 will be held at 11:45 a.m. on Wednesday, 12 August 2015 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:

SPECIAL RESOLUTIONS

1. “To consider and approve the application in China for the Proposed A Share Issue:

   • (1) Class of shares : Renminbi ordinary shares (A shares);

   • (2) Place of listing : Shanghai Stock Exchange or Shenzhen Stock Exchange;

   • (3) Issuer : The Company;

   • (4) No. of shares to be issued : Shall not exceed 1.08 billion shares in aggregate through public offering of new shares by the Company.

The final number of A shares to be issued and the structure of the A shares offering shall be determined by the Board based on the authority granted by the shareholders’ in general meeting and subject to the authorization of the CSRC or the other relevant regulatory authorities of China;

• (5) Nominal value of the : RMB0.25 each; shares to be issued

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(6) Target subscriber

• : Qualified participants in the price consultation process and domestic natural or legal persons investors in China who have opened accounts with the Shanghai Stock Exchange or the Shenzhen Stock Exchange (except those prohibited from subscribing by PRC laws or administrative regulations or other regulatory requirements which the Company complies);

• (7) Issue price : Based on market situation and the actual situation of the Company, the Board of Directors, as authorized by the Company’s general meeting, together with the lead underwriter(s), will adopt the pricing methods specified in accordance with the Measures on the Administration of Securities Offering and Underwiting 《證券發行與承銷管理 辦法》 Decree No. 98 issued by the CSRC; or other methods specified by relevant authorities of the PRC;

• (8) Method of issue : By a combination of conducting offline placing market inquiry to the participants in the price consultation process and online subscription pricing method, or other methods approved by the CSRC or the other relevant regulatory authorities of China (the Board shall decide based on the regulatory requirements of the relevant regulatory authorities of China and other market factors);

• (9) Underwriting method

  • : Standby underwriting method;

• (10) Use of proceeds

• : The Company plans to use the proceeds for the following project having aggregate funding requirement of RMB35 billion; the exact proceeds from the issue of A shares is yet to be determined but not expected to exceed RMB35 billion.

Beijing R&F New Town, estimated proceeds usedapproximately RMB13 billion;

Tianjin R&F New Town, estimated proceeds usedapproximately RMB6 billion;

Shanghai Hongqiao project, estimated proceeds usedapproximately RMB4.5 billion;

Meizhou R&F City, estimated proceeds used-approximately RMB3 billion;

Harbin R&F City, estimated proceeds used-approximately RMB2.5 billion;

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Beijing R&F Tongzhou Yunhe No. 10, estimated proceeds used-approximately RMB2 billion;

Nanjing R&F Shangyue Court, estimated proceeds usedapproximately RMB2 billion;

Wuxi R&F No. 10, estimated proceeds used-approximately RMB1 billion;

Foshan R&F Plaza, estimated proceeds used-approximately RMB1 billion.

Prior to completion of the issue of A shares, the Company may use its own funds to pay for the amounts required by the above projects according to actual needs; it may substitute such funds with the issue proceeds when received.

If the proceeds of this issue of A shares are not sufficient to provide funding for the above projects, the Company will cover the shortfall with internal resources and funds from other sources;

• (11) Plan on the allocation of : accumulated profits prior to the issue

After the A Share issue is completed, all the new and old shareholders of the Company shall be entitled to the allocation of the accumulated profits of the Company prior to the issue date according to their equity interest ratios after this issue; and

• (12) Effective period of the : resolution approving the Proposed A Share issue

Within 12 months from the date on which it is approved by the extraordinary general meeting or class meetings of the shareholders (whichever is later).”

1. “To consider and approve the general authority to the Board to deal with matters related to the Proposed A Share Issue.

In order to facilitate the Proposed A Share Issue and listing, it is proposed that authority be granted by the Shareholders in general meeting to the Board which includes but not limited to the followings:

• i) In accordance with the relevant requirements of the relevant laws and regulations and the relevant securities regulations, the approval of the CSRC and other relevant regulatory authorities of China, the current conditions of the China securities market and the proposal in relation to the issue and listing of A shares approved by the shareholders in general meeting, be authorized for determining the detailed plan of the issue and listing of A shares, which include but not limited to, the issue time,number of A shares to be issued, issue price and price

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determination method, issue structure, target subscribers of A shares, issue methods, nominal value of the issue, stock exchange for listing, over-allotment, strategic placing, ratios of online and offline subscription, specific subscription methods and relevant matters;

• ii) To handle the reporting and application matters regarding the issue and listing of A shares, which include but not limited to, the handling of the approval, registration, filing, approval, consent, registration and other formalities with the relevant government authorities, regulatory authorities and the related stock exchange, securities registration and clearing organization regarding the issue and listing of A shares; approving, signing, executing, amending or completing any agreements, contracts or mandatory documents (include but not limited to letter of intent of issue of shares, prospectus, sponsorship agreement, underwriting agreement, listing agreement, service agreements with the intermediaries, all types of announcements and notices to Shareholders of the Company etc.) related to the issue and listing of A shares;

• iii) To make adjustments and changes of the matters involved in the issue and listing of A shares based on the implementation situations, market conditions, policy adjustments and the opinion of the government and regulatory authorities involved in the issue and listing of A shares; if there are changes in the policy related to the initial public offering of A shares, then to adjust and continue to handle the matters of the issue and listing of A shares according to the new policy;

• iv) To make the necessary or appropriate amendments to the articles of association, rules of procedures and internal rules which are necessitate by the issue and listing of A shares, and handle the matters related to the approval by the government regulatory authorities, industry and commerce changes registration and the related filing and registration;

• v) To make necessary or appropriate amendments to the articles of association, rules of procedures and internal rules if they are inconsistent with the regulatory rules or documents issued by the CSRC and/or the relevant stock exchange, or in accordance with the opinion of the CSRC and/or the relevant stock exchange;

• vi) To handle all the matters regarding the use of the proceeds from the issue of A shares, which include but not limited to, designate bank account for deposit of proceeds, making adjustments and changes of related matters according to the actual situations or the opinion of the relevant government departments during the process of using the proceeds in the projects, making adjustments to the investment projects covered by the use of proceeds within the scope of requirements of the laws and regulations and the resolution of the Shareholders in general meeting according to the requests of the relevant regulatory departments and the actual situations of the market; to handle relevant work involved in investing the proceeds in projects, sign material contracts and other relevant legal documents in connection with the use of proceeds in investment projects;

• vii) To engage relevant intermediaries and determine their fees and other A share issuing expenses;

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• viii) To handle all matters and taking the necessary expedient or applicable actions connected with the issue and listing of A shares within the scope permitted by the relevant laws and regulations;

• ix) To decide the stock exchange in which the A shares are to be listed according to the requirements of the relevant regulatory departments of China and other factors, and to handle all matters of the listing of A shares in that stock exchange;

• x) The above authorization shall be valid for 12 months from the day on which it is approved by the shareholders in general meeting.

1. “To consider and approve Implementation of the Share Price Stabilization Measure for A Share after Completion of the Proposed A Share Issue, Appendix 1 to this circular.”

2. “To consider and approve the Letter of Undertaking Relating to Repurchase of New A Share and Reparation, Appendix 2 to this circular.”

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

Hong Kong, 26 June 2015

Notes:

1. Any shareholder of the Company entitled to attend and vote at the Domestic Shares Class Meeting 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 Domestic Shares shareholder of the Company 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 not less than 24 hours before the time designated for the commencement of the Domestic Shares Class Meeting.

3. Shareholders who intend to attend the Domestic Shares Class Meeting, are required to return the notice of attendance to the Company no later than 4:30 p.m. on 23 July 2015 (20 days before the date of meeting).

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1. A shareholder or his/her/its proxy shall produce proof of identity when attending the Domestic Shares 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.

2. 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 Domestic Shares Class Meeting and exercises the voting right in relation to the relevant shares.

3. The Domestic Shares Class Meeting is expected to last for about half a day. Shareholders of the Company or their proxies attending the Domestic Shares 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. Lai Ming Joseph, Mr. Zheng Ercheng and Mr. Ng Yau Wah, Daniel.

• For identification purpose only

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