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

Oct 5, 2016

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 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)

PROPOSED ISSUE OF DEBT FINANCING INSTRUMENTS IN THE INTER-BANK BOND MARKET IN THE PRC AND

NOTICE OF THE 2016 THIRD EXTRAORDINARY GENERAL MEETING

A notice convening the 2016 Third EGM to 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, is set out on pages 9 to 12 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 share registrar for H Shares, 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, Tianhe District, Guangzhou, the PRC (Postal Code 510623), not less than 24 hours before the time designated for the commencement of the said meeting (i.e. Sunday, 20 November 2016). Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the extraordinary general meeting or any adjourned meeting should they so desire.

5 October 2016

CONTENTS

			Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . .		. . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
I.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . .	3
II.	Proposed Issue of Debt Financing Instruments
	in the Inter-bank Bond Market in the PRC	. . . . . . . . . . . . . . . . . . . . . . . . . . .	3
III.	Recommendation . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . .	6
IV.	2016 Third Extraordinary General Meeting . .	. . . . . . . . . . . . . . . . . . . . . . . . . . .	7
V.	Book Close Period . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . .	7
VI.	Responsibility Statement . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . .	7
VII.	General Information . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX – **NOTICE OF THE 2016 THIRD **		EXTRAORDINARY
	GENERAL MEETING . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . .	9

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DEFINITIONS

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

• “2016 Third EGM”

the 2016 third extraordinary general meeting of the Company to 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

• “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 its H Shares listed on the Stock Exchange

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

• “Debt Financing Instruments in the Inter-bank Bond Market”

• Debt Financing Instruments in the Inter-bank Bond Market (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) to be issued by the Company in the PRC, the terms of which are summarised in this circular and will be registered with the National Association of Financial Market Institutional Investors pursuant to the requirements of the Administrative Rules on Debt Financing Instruments for Non-financial Enterprises on the Inter-bank Bond Market《銀行間債券市場非金融企業 債務融資工具管理辦法》

• “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

• “Hong Kong”

• the Hong Kong Special Administrative Region of the PRC

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DEFINITIONS

“Listing Rules”	the Rules Governing the Listing of Securities	the Rules Governing the Listing of Securities	on the
	Stock Exchange
“NAFMII”	the National Association	of Financial	Market
	Institutional Investors
“PRC”	the People’s Republic of China
“RMB”	Renminbi, the lawful currency of the PRC
“Shareholders”	shareholders (holders of 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

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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 Directors:

Ms. Zhang Lin Ms. Li Helen

Independent Non-executive Directors:

Mr. Lai Ming, Joseph Mr. Zheng Ercheng Mr. Ng Yau Wah, Daniel

Registered Office, head office and principal place of business in PRC: 45-54/F., R&F Center, No. 10 Huaxia Road, Pearl River New Town, Tianhe District, Guangzhou, PRC

Principle place of business in Hong Kong: Room 1103, Yue Xiu Building, 160-174 Lockhart Road, Wanchai, Hong Kong

Dear Sir or Madam,

PROPOSED ISSUE OF DEBT FINANCING INSTRUMENTS IN THE INTER-BANK BOND MARKET IN THE PRC AND

NOTICE OF THE 2016 THIRD EXTRAORDINARY GENERAL MEETING

I. INTRODUCTION

The purpose of this circular is to provide you with information regarding the resolutions to be proposed at the 2016 Third EGM with regard to the proposed issue of Debt Financing Instruments in the Inter-bank Bond Market in the PRC and the notice for convening the 2016 Third EGM.

II. PROPOSED ISSUE OF DEBT FINANCING INSTRUMENTS IN THE INTER-BANK BOND MARKET IN THE PRC

1. Background

Reference is made to the Company’s announcement of 4 October 2016.

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LETTER FROM THE BOARD

In order to optimize the debt structure, reduce capital costs and facilitate the sustainable development of the Company, in accordance with requirements of laws and regulations such as the Company Law and the Administrative Rules on Debt Financing Instruments of Non-financial Enterprises on the Inter-bank Bond Market, the Company intends to issue Debt Financing Instruments in the Inter-bank Bond Market. The proceeds raised will be used for replenishing working capital, repaying borrowings from financial institutions, borrowings from non-financial institutions and credit loans, as well as investing in projects, which comply with laws and regulations of the PRC and requirements of national policies.

Pursuant to Article 87 of the Articles of Association, the issuance of Debt Financing Instruments in the Inter-bank Bond Market is subject to the approval of the Shareholders by way of a special resolution. The issuance of Debt Financing Instruments is also subject to the registration with the NAFMII.

2. Proposed Issue of Debt Financing Instruments in the Inter-bank Bond Market

Details of Debt Financing Instruments in the Inter-bank Bond Market to be issued are as follows:

(i)	Issuer	:	the Company;
(ii)	Place of issue	:	the PRC;
(iii)	Size of issue	:	Not exceeding RMB40 billion (RMB40 billion
			inclusive);
(iv)	Types of debt	:	including but not limited to medium-term
	financing		notes (perpetual medium-term notes inclusive),
	instruments		short-term financing bonds, ultra short-term
			financing bonds and asset-backed notes and
			other financing instrument types recognized by
			relevant competent authorities;
(v)	Method of issue	:	in single or multiple tranches; and
(vi)	Use of proceeds	:	in accordance with the development and
			operational needs of the Company,
			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 the national policies;
			and details of the use of national proceeds will
			be proposed at the shareholders’ general
			meeting for granting of authority to the Board
			(or its authorised person(s)) to determine
			pursuant to the capital needs of the Company.

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LETTER FROM THE BOARD

3. Granting of authority to the Board (or its authorised person(s)) to deal with matters relating to the issue of Debt Financing Instruments in the Inter-bank Bond Market

To ensure the proper issue of Debt Financing Instruments in the Inter-bank Bond Market, it is proposed that a special resolution be passed by the Shareholders generally and unconditionally at the 2016 Third EGM to authorize the Board (or its authorised person(s)) to handle all matters relating to the proposed issue of Debt Financing Instruments in the Inter-bank Bond Market, including but not limited to the followings:

• (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;

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

• (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;

• (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;

• (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 re-approval 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;

• (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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LETTER FROM THE BOARD

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

4. Reasons for the Proposed Issue of Debt Financing Instruments in the Inter-bank Bond Market

The proposed issue of Debt Financing Instruments in the Inter-bank Bond Market by the Company is to broaden the source of financing and the Company intends to use the proceeds from the issue of Debt Financing Instruments in the Inter-Bank Bond Market to improve the debt structure of the Company, reduce finance costs, facilitate sustainable and steady development of the Company and support the strategic development and financing needs of the Company in the coming years.

III. RECOMMENDATION

The Directors consider that the resolution with regard to the proposed issue of Debt Financing Instruments in the Inter-bank Bond Market in the PRC is fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that all Shareholders to vote in favour of the resolutions set out in the notice of the 2016 Third EGM.

In addition to the approval by the Shareholders at the 2016 Third EGM, the proposed issue of Debt Financing Instruments in the Inter-bank Bond Market in the PRC is also subject to the registration with the NAFMII and market conditions. Accordingly, the proposed issue of Debt Financing Instruments in the Inter-Bank Bond Market may or may not materialize. Shareholders, potential investors and the public are reminded to exercise caution when dealing in the securities of the Company.

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LETTER FROM THE BOARD

IV. 2016 THIRD EXTRAORDINARY GENERAL MEETING

The 2016 Third EGM will be convened to approve the abovementioned matters by special resolution as appropriate. The notice for convening the 2016 Third EGM to 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, is set out on pages 9 to 12 of this circular.

According to Rule 13.39(4) of the Listing Rules, the voting on all the resolutions at the 2016 Third EGM will be taken by poll.

No Shareholder is interested in the resolutions to be proposed at the 2016 Third EGM, no Shareholder is required to abstain from voting for any of the resolutions proposed at the 2016 Third EGM.

Holders of H Share who wish to appoint a proxy to attend the 2016 Third 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 share registrar for H Shares, 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 2016 Third EGM (i.e. Sunday, 20 November 2016). For holders of Domestic Shares, please deliver the proxy form to the Company registered address, 45/F., R&F Center, No. 10 Huaxia Road, Pearl River New Town, Tianhe District, Guangzhou, the PRC (Postal Code 510623).

V. BOOK CLOSE PERIOD

The register of members of the H Shares will be closed from 20 October 2016 to 21 November 2016 (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 2016 Third 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 19 October 2016.

VI. 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

VII. 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

• 5 October 2016, Hong Kong

• For identification purpose only

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NOTICE OF THE 2016 THIRD EXTRAORDINARY GENERAL MEETING

APPENDIX

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(a joint stock 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;

• (ii) Place of issue:

• the PRC;

• (iii) Size of issue:

• Not exceeding RMB40 billion (RMB40 billion inclusive);

• (iv) Types of debt financing instruments:

• 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;

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

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NOTICE OF THE 2016 THIRD EXTRAORDINARY GENERAL MEETING

APPENDIX

• (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.”

• “ 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 Inter-bank Bond Market in the PRC, including but not limited to the followings:

• (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;

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

• (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;

• (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;

• (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 re-approval 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;

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APPENDIX

NOTICE OF THE 2016 THIRD EXTRAORDINARY GENERAL MEETING

• (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;

• (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

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NOTICE OF THE 2016 THIRD EXTRAORDINARY GENERAL MEETING

APPENDIX

Notes:

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

2. 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 1712-1716, 17/F., Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on 19 October 2016 (Wednesday).

3. 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.

4. 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.

5. 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).

6. 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.

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

8. 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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