Guangzhou R&F Properties Co., Ltd. — Proxy Solicitation & Information Statement 2016

Oct 5, 2016

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

NOTICE OF 2016 THIRD EXTRAORDINARY GENERAL MEETING

Notice is hereby given that the 2016 third extraordinary general meeting (the “2016 Third EGM”) of Guangzhou R&F Properties Co., Ltd. (the “Company”) will be held at 11:00 a.m. on Monday, 21 November 2016 at the Conference Room, 54/F., R&F Center, No.10 Huaxia Road, Pearl River New Town, Tianhe District, 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 5 October 2016:

SPECIAL RESOLUTIONS

1. “ THAT each of the following proposed items in respect of the proposed issue of Debt Financing Instruments in the Inter-bank Bond Market in the PRC be and is hereby individually approved (subject to registration with the National Association of Financial Market Institutional Investors and the conditions of the bonds market in the PRC):

2. (i) Issuer: the Company;

3. (ii) Place of issue: the PRC;

4. (iii) Size of issue: not exceeding RMB40 billion (RMB40 billion inclusive);

5. (iv) Types of debt including but not limited to medium-term notes (perpetual medium-term financing notes inclusive), short-term financing bonds, ultra short-term financing instruments: bonds and asset-backed notes and other financing instrument types recognized by relevant competent authorities;

6. (v) Method of issue: in single or multiple tranches; and

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(vi) Use of proceeds:

  - in accordance with the development and operational needs of the Company, using for replenishing working capital, repaying borrowings from financial institutions, borrowings from non-financial institutions, credit loans, as well as investing in projects, which comply with laws and regulations of the PRC and requirements of national policies; and details of the use of proceeds will be proposed at the shareholders’ general meeting for granting of authority to the board of directors (the “Board”) (or its authorised person(s)) to determine pursuant to the capital needs of the Company.”

1. “ THAT the Board (or its authorised person(s)) of the Company be and is hereby authorised to deal with all matters in connection with the proposed issue of Debt Financing Instruments in the Interbank Bond Market in the PRC, including but not limited to the followings:

2. (1) determine the specific types of the debt financing instruments within the limit of issuance, including but not limited to medium-term notes (perpetual medium-term notes inclusive), short-term financing bonds, ultra short-term financing bonds and asset-backed notes and other financing instrument types recognized by relevant competent authorities;

3. (2) determine the specific use of proceeds based on the actual needs of the Company;

4. (3) determine and (or) amend, based on the Company’s needs and market conditions, the specific terms, conditions and relevant matters in connection with each debt financing instruments issuance, including but not limited to all matters relating to the issuance such as the types, quantity, the principal, issue price, interest rate or method of determination, place of issue, timing of issue, term, whether to register the notes in tranches, timing of registration, whether to issue the notes in tranches and number of tranches, rating arrangement, guarantees, time of issue, targets of issue, issue method, specific use of proceeds, issuing and placing arrangement, underwriting arrangement, arrangements for repayment of principal and payment of interests and relevant information disclosure;

5. (4) appoint, based on the actual needs of the issue of debt financing instruments, intermediaries, and negotiate, sign and amend all relevant contracts or agreements;

6. (5) in case of any changes in regulatory policies or market conditions, save for those matters involving relevant laws, regulations and the Articles of Association which are required for reapproval at the Company’s shareholders’ general meeting, make corresponding adjustments to the plan for each issuance in accordance with the opinions from the relevant competent authorities or the changes of market conditions;

7. (6) deal with matters relating to each debt financing instruments issuance of the Company, sign relevant legal documents and follow all necessary procedures such as application, registration or filing in respect of debt financing instruments issuance and listing as well as other matters which are not mentioned above;

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• (7) determine the redemption and relevant matters pursuant to terms for redemption of the registration and issuance proposal; and determine the arrangements for interests payment and deferred interest payment pursuant to terms for interests payment of the registration and issuance proposal and deal with relevant matters;

• (8) deal with other matters relating to debt financing instruments which are not mentioned above;

• (9) the fact that the Board could grant the authority to the chairman of the Board to determine the details of issuance and deal with the specific matters relating to the debt financing instruments issuance at sole discretion; and

• (10) the fact that the above authorised matters take effect from the date of the passing of the resolution at the 2016 Third EGM until the date when all the above authorized matters have been completed.”

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

5 October 2016, Hong Kong

Notes:

1. The Register of Members of the Company will be closed for the following period:

The holders of H Shares are reminded that pursuant to the Articles of Association and for determining the right of shareholders to attend and vote at the 2016 Third EGM, the register of the shareholders of the Company shall be closed from Thursday, 20 October 2016 to Monday, 21 November 2016 (both days inclusive), during which period, no transfer of shares will be registered. Unregistered shareholders of the Company, who intend to attend the 2016 Third EGM, must deliver their instruments of transfer together with the relevant share certificates and transfer forms to the Company’s H share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Rooms 17121716, 17/F., Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on 19 October 2016 (Wednesday).

1. Any shareholder of the Company entitled to attend and vote at the 2016 Third EGM is entitled to appoint one or more proxies to attend and vote on his/her behalf. A proxy needs not be a shareholder of the Company. Where a shareholder of the Company appoints more than one proxy, his/her 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 Shares and H Shares) 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 2016 Third EGM.

3. Shareholders who intend to attend the 2016 Third EGM, are required to return the notice of attendance to the Company no later than 4:30 p.m. on 31 October 2016 (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 2016 Third 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.

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 2016 Third EGM and exercises the voting right in relation to the relevant shares.

3. The 2016 Third EGM is expected to last for about half a day. Shareholders of the Company or their proxies attending the 2016 Third 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. Lai Ming, Joseph, Mr. Zheng Ercheng and Mr. Ng Yau Wah, Daniel.

• For identification purpose only

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