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

Apr 6, 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 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 together with the enclosed form of proxy to the purchaser or the transferee or to the bank, the registered dealer in securities 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 limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 2777)

RE-ELECTION OF RETIRING DIRECTOR AND SUPERVISOR; ISSUE OF THE DOMESTIC RENEWABLE CORPORATE BONDS; AND

NOTICE OF THE 2016 SECOND EXTRAORDINARY GENERAL MEETING

A notice convening the 2016 Second EGM of the Company to be held at 11: 00 a.m. on Friday, 20 May 2016 at the Conference Room, 54/F., R&F Center, No. 10 Huaxia Road, Pearl River New Town, Guangzhou, PRC is set out on pages 10 to 14 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 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 office, 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 2016 Second EGM (i.e. Thursday, 19 May 2016). 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.

6 April 2016

CONTENTS

		Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
LETTER FROM THE BOARD
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
2.	Re-election of Retiring Director and Supervisor . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
3.	Proposed Public Issue of the Domestic Renewable Corporate Bonds
	in the PRC to Qualified Investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
4.	2016 Second Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
5.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
6.	Action to be Taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
7.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
8.	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX I — BIOGRAPHY OF DIRECTOR AND SUPERVISOR
	PROPOSED FOR RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX II — NOTICE OF THE 2016 SECOND EXTRAORDINARY
	GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10

– i –

DEFINITIONS

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

• ‘‘2016 Second EGM’’

• the 2016 Second Extraordinary General Meeting of the Company to be held on Friday, 20 May 2016 at 11: 00 a.m.

• ‘‘Articles’’

the articles of association of the Company

• ‘‘Board’’

• the board of directors of the Company

• ‘‘Bond Issue’’

• the proposed public issue of Domestic Renewable Corporate Bonds in the PRC to qualified investors by 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 the Shares of which are listed on the main board of the Stock Exchange

• ‘‘Company Law’’

the Company Law of the PRC

• ‘‘Director(s)’’

• director(s) of the Company

• ‘‘Domestic Renewable Corporate Bonds’’

• domestic renewable corporate bonds in the PRC of not more than RMB30 billion (including RMB30 billion) in principal amount proposed to be publicly issued by the Company to qualified investors

• ‘‘Domestic Shares’’

• issued 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’’

• ordinary shares in the capital of the Company listed on the main board of 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

• ‘‘Latest Practicable Date’’

• 1 April 2016, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein

• ‘‘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 limited 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 in PRC: 45–54/F., R&F Center, No. 10 Huaxia Road, Pearl River New Town, Guangzhou, PRC

Independent Non-executive Directors: Lai Ming, Joseph Zheng Ercheng Ng Yau Wah, Daniel

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

Dear Sir or Madam,

RE-ELECTION OF RETIRING DIRECTOR AND SUPERVISOR; ISSUE OF THE DOMESTIC RENEWABLE CORPORATE BONDS; AND

NOTICE OF THE 2016 SECOND EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with information regarding the ordinary resolutions to be proposed in the 2016 Second EGM including re-election of retiring director and supervisor of the Company, the special resolutions in respect of the approval of proposed public issue of the Domestic Renewable Corporate Bonds in the PRC to qualified investors, and the convening of the 2016 Second EGM.

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LETTER FROM THE BOARD

2. RE-ELECTION OF RETIRING DIRECTOR AND SUPERVISOR

Pursuant to the Articles, the term of office of each of the director and the supervisor is three years renewable upon re-election.

The term of office of Ms. Zhang Lin, the non-executive director of the Company and Ms. Liang Yingmei, the supervisor of the Company, will expire on 30 May 2016, and both of them, being eligible, have offered themselves for re-election at the 2016 Second EGM for another three-year term commencing on 30 May 2016.

The biography of each of the director and the supervisor standing for re-election at the 2016 Second EGM is set out in Appendix I of this circular.

3. PROPOSED PUBLIC ISSUE OF THE DOMESTIC RENEWABLE CORPORATE BONDS IN THE PRC TO QUALIFIED INVESTORS

Proposed arrangement of the Bond Issue (such arrangements are subject to the requirements of the regulatory audit authorities and the conditions of the PRC bond market) are as follows:

• (1) Issuer:

The Company;

• (2) Place of Issue: PRC;

• (3) Size of Bond Issue: The aggregate principal amount of the Domestic Renewable Corporate Bonds shall not be more than RMB30 billion (including RMB30 billion) issued in one or more tranches;

• (4) Method of issuance Public issuance to qualified investors; and target subscribers:

• (5) Maturity of the Bonds:

The basic maturity of the Domestic Renewable Corporate Bonds shall not exceed 10 years (including 10 years). At the end of the agreed basic maturity and the end of the cycle of each renewal period, the Company is entitled to exercise the renewable option. If the Company does not exercise the renewable option, the Bonds will be due and shall be repaid in full. The maturity of the Domestic Renewable Corporate Bonds shall be proposed to be determined by the Board in accordance with the actual circumstances of the Company with the authorization of the Shareholders at the 2016 Second EGM;

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LETTER FROM THE BOARD

• (6) Use of proceeds: The proceeds are proposed to be used to supplement the working capital and/or repay the loans of the Company. Subject to the granting of authorization to the Board by the Shareholders at the 2016 Second EGM, the specific use of proceeds shall be determined by the Board in accordance with the capital needs of the Company;

• (7) Place of Proposed Subject to satisfying the prerequisites of listing, the Listing: Company will submit an application regarding the listing of the Domestic Renewable Corporate Bonds for trading to the Shanghai Stock Exchange or Shenzhen Stock Exchange as soon as possible after the issue of the Domestic Renewable Corporate Bonds. Subject to the approval from the regulatory authorities, the Domestic Renewable Corporate Bonds may also be listed on other stock exchanges for trading to the extent permitted by applicable laws; and

• (8) Validity Period of The resolution is valid for 12 months from the date on the Issue: which the proposal is approved by the Shareholders at the 2016 Second EGM.

To ensure the smooth issue of the proposed Domestic Renewable Corporate Bonds, the Shareholders shall present a proposal to the 2016 Second EGM generally and unconditionally for authorizing the Board and agreeing the Board in turn to authorize the chairman to handle all relevant matters regarding the Bond Issue, including but not limited to the following:

• (a) to implement specific issue proposal for the Bond Issue according to the actual market conditions, including but not limited to timing of issuance, issuance size, issue price, whether to issue in tranches and their respective size and maturity, interest rate of the Bond and method of determination, whether to make the deferred interest payment, whether to exercise the renewal option, relevant guarantee arrangements, rating arrangement, arrangements for repayment of principal and payment of interests, repayment security matters, place of listing, other terms of the issue of the Domestic Renewable Corporate Bonds, etc. and all matters relating to the issue of the Domestic Renewable Corporate Bonds;

• (b) to determine the specific use of the proceeds according to the capital needs of the Company;

• (c) to decide and appoint intermediaries and entrusted manager for the Bond Issue, and determine the related costs, sign and amend the related contracts and agreements;

• (d) to deal with any relevant matters relating to the issue and listing of the Domestic Renewable Corporate Bonds;

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LETTER FROM THE BOARD

• (e) to take any and all necessary, useful or appropriate actions in relation to the Bond Issue and listing, including but not limited to approve and sign all necessary contracts, agreements and documents, make disclosure of relevant information pursuant to applicable regulatory requirements, make appropriate adjustment to the Issue Proposal of the Domestic Renewable Corporate Bonds subject to the requirement of related PRC laws, regulations and regulatory legal documents or the feedback of the related regulatory authorities in PRC (if any), and approve, confirm and ratify such actions and steps undertaken by any authorized chairman in relation to the Bond Issue;

• (f) to handle the matters relating to the repayment of principal and payment of interests of the Domestic Renewable Corporate Bonds;

• (g) to sign the relevant legal documents, make related disclosure and handle the matters regarding the examination and approval in accordance with the Listing Rules relating to the Issue of the Corporate Bonds;

• (h) to take all necessary actions to determine or handle all other matters relating to the issue and listing of the Domestic Renewable Corporate Bonds, including exercising discretion to delay or temporarily suspend the implementation of the issue of the Domestic Renewable Corporate Bonds in the event of force majeure or in other situations which could make the implementation of the issue of the Domestic Renewable Corporate Bonds difficult or would bring adverse consequences to the Company even if it could be implemented; and

• (i) to decide and handle all other matters relating to the issue of the Domestic Renewable Corporate Bonds.

The Board or the chairman authorized by the Board have the rights to handle the matters in relation to the issue and listing of the Domestic Renewable Corporate Bonds which will take effect from the date of passing such approval by the Shareholders at the 2016 Second EGM until the day when all the authorized matters in relation to the Bond Issue have been completed.

Before the completion of payment of the interest due and all interest deferred of the Domestic Renewable Corporate Bonds, the Company shall not implement the following measures:

• (a) to distribute dividends to Shareholders; and

• (b) to decrease the registered capital.

4. 2016 SECOND EXTRAORDINARY GENERAL MEETING

The 2016 Second EGM will be held at 11: 00 a.m. on Friday, 20 May 2016 at the Conference Room, 54/F., R&F Center, No. 10 Huaxia Road, Pearl River New Town, Guangzhou, the PRC. The notice for convening the 2016 Second EGM is set out on pages 10 to 14 of this circular.

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LETTER FROM THE BOARD

According to Rule 13.39(4) of the Listing Rules, Shareholders can vote by poll at the 2016 Second EGM.

A form of proxy for use in connection with the 2016 Second EGM is enclosed herewith. The proxy form can also be downloaded from the Company’s website at www.rfchina.com or the website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk.

H Share Shareholder(s) who wish(es) to appoint a proxy/proxies to attend the 2016 Second 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 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 2016 Second EGM (i.e. Thursday, 19 May 2016). For Domestic Share Shareholder(s), please deliver the proxy form to the Company registered office, 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 designed for the commencement of the 2016 Second EGM (i.e. Thursday, 19 May 2016). Completion and return of the forms of proxy shall not preclude you from attending and voting in person at the 2016 Second EGM or any adjournment thereof should you so wish.

No Shareholder is interested in the proposed resolution. Accordingly, no Shareholder is required to abstain from voting in respect of any resolutions proposed for approval at the 2016 Second EGM.

5. 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 2016 Second EGM.

6. ACTION TO BE TAKEN

Whether or not Shareholders are able to attend the meeting, they are requested to complete the Proxy Form in accordance with the instructions printed thereon and deliver the form to the Company’s H Share 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, 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 2016 Second EGM (i.e. Thursday, 19 May 2016). Completion and return of the Proxy Form will not preclude Shareholders from attending and voting in person at the meeting or any adjourned meetings should they so desire.

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LETTER FROM THE BOARD

7. 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.

8. 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

• 6 April 2016, Guangzhou, PRC

• For identification purposes only

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APPENDIX I

BIOGRAPHY OF DIRECTOR AND SUPERVISOR PROPOSED FOR RE-ELECTION

NON-EXECUTIVE DIRECTOR

Zhang Lin（張琳）

Zhang Lin, aged 67, is a non-executive director of the Company. She joined the Company and was appointed as a non-executive director of the Company in 2004. Ms. Zhang graduated from the South China University of Technology having majored in electrical engineering. Ms. Zhang served as a lecturer at the South China University of Technology from 1982 to 1993 and as an associate professor in the Engineering Training Centre from 1993 to 2003, teaching electrical and electronic engineering technology. Ms. Zhang is the sister of Mr. Zhang Li. Other than the above, Ms. Zhang is not connected with any Directors, senior management, substantial shareholders or controlling shareholders of the Company.

Ms. Zhang is also a non-executive director of Kinetic Mines and Energy Limited, a company listed on the Hong Kong Stock Exchange. Save as disclosed above, Ms. Zhang has not held any directorship in any public listed companies in the last three years or any other positions with the Company or other members of the Group.

As at the Latest Practicable Date, Ms. Zhang has not held any interest which is required to be disclosed under Part XV of the SFO. Ms. Zhang has entered into a service agreement with the Company for a term of three years commencing on 30 May 2013 subject to termination by not less than three months’ notice in writing served by either party on the other. Ms. Zhang’s emoluments are determined by reference to her experience, duties and responsibilities with the Company and the Company’s remuneration policy. Pursuant to the service agreement with the Company, Ms. Zhang is entitled to receive a basic annual director’s fee of HK$492,000.

Save as disclosed herein, there is no other information related to Ms. Zhang to be disclosed pursuant to Rules 13.51(2) of the Listing Rules (particularly in relation to subparagraphs (h) to (v) therein) nor are there other matters that need to be brought to the attention of the Shareholders.

SUPERVISOR

Liang Yingmei（梁英梅）

Liang Yingmei, aged 75, is a supervisor of the Company. She was appointed as a supervisor of the Company in June 2004 to act as a representative of the Company’s Shareholders. Ms. Liang has over 40 years of experience in construction industry. She was the chairman of the Association of the Construction Materials industry of Guangzhou. Prior to 2000, she served as an engineer, a deputy general manager and finally chairman and general manager of Guangzhou Construction and Material Group Corporation. Ms. Liang received a bachelor’s degree in Chemistry from the South China University of Technology in 1964. Ms. Liang is not connected with any Directors, senior management, substantial shareholders or controlling shareholders of the Company.

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APPENDIX I

BIOGRAPHY OF DIRECTOR AND SUPERVISOR PROPOSED FOR RE-ELECTION

Ms. Liang has not held any directorship in any public listed companies in the last three years or any other positions with the Company or other members of the Group. As at the Latest Practicable Date, Ms. Liang has not held any interest which is required to be disclosed under Part XV of the SFO.

Ms. Liang’s term of service as a supervisor of the Company representing the Shareholders of the current session is up to 30 May 2016 and will be renewed for another term of three years expiring upon the 2019 general meeting of the Company if she is re-elected as a supervisor of the Company representing the Shareholders of the next session at the 2016 Second EGM. The Company will enter into a service contract with Ms. Liang. Ms. Liang’s emoluments are determined by reference to her experience, duties and responsibilities with the Company and the Company’s remuneration policy. Pursuant to the service agreement with the Company, Ms. Liang is entitled to receive a basic annual fee of RMB72,000.

Save as disclosed above, in relation to the re-election of Ms. Liang as a supervisor of the Company representing the Shareholders of the Company, there is no other information which is required to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.

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APPENDIX II

NOTICE OF THE 2016 SECOND EXTRAORDINARY GENERAL MEETING

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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 THE 2016 SECOND EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2016 Second Extraordinary General Meeting (‘‘2016 Second EGM’’) of Guangzhou R&F Properties Co., Ltd. (the ‘‘Company’’) will be held at 11: 00 a.m. on Friday, 20 May 2016 at the Conference Room, 54/F., R&F Center, No. 10 Huaxia Road, Pearl River New Town, Guangzhou, the PRC to consider, approve and authorise the following matters:

I ORDINARY RESOLUTIONS

1. To consider and re-elect the following retiring director and supervisor, and authorize the board of directors (the ‘‘Board’’) to fix their remunerations (Note 1):

   • (a) Re-election of Ms. Zhang Lin as the Company’s non-executive director; and

   • (b) Re-election of Ms. Liang Yingmei as the Company’s supervisor.

2. II SPECIAL RESOLUTIONS

3. To approve the proposed public issue of the Domestic Renewable Corporate Bonds in the PRC to qualified investors.

Proposed arrangement of the Bond Issue (such arrangements are subject to the requirements of the regulatory audit authorities and the conditions of the PRC bond market) are as follows:

• (1) Issuer: The Company;

• (2) Place of Issue: PRC;

• (3) Size of Bond Issue: The aggregate principal amount of the Domestic Renewable Corporate Bonds shall not be more than RMB30 billion (including RMB30 billion) issued in one or more tranches;

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APPENDIX II

NOTICE OF THE 2016 SECOND EXTRAORDINARY GENERAL MEETING

• (4) Method of issuance Public issuance to qualified investors; and target subscribers:

• (5) Maturity of the The basic maturity of the Domestic Renewable Bonds: Corporate Bonds shall not exceed 10 years (including 10 years). At the end of the agreed basic maturity and the end of the cycle of each renewal period, the Company is entitled to exercise the renewable option. If the Company does not exercise the renewable option, the Bonds will be due and shall be repaid in full. The maturity of the Domestic Renewable Corporate Bonds shall be proposed to be determined by the Board in accordance with the actual circumstances of the Company with the authorization of the Shareholders at the 2016 Second EGM;

• (6) Use of proceeds: The proceeds are proposed to be used to supplement the working capital and/or repay the loans of the Company. Subject to the granting of authorization to the Board by the Shareholders at the 2016 Second EGM, the specific use of proceeds shall be determined by the Board in accordance with the capital needs of the Company;

• (7) Place of Proposed Subject to satisfying the prerequisites of listing, the Listing: Company will submit an application regarding the listing of the Domestic Renewable Corporate Bonds for trading to the Shanghai Stock Exchange or Shenzhen Stock Exchange as soon as possible after the issue of the Domestic Renewable Corporate Bonds. Subject to the approval from the regulatory authorities, the Domestic Renewable Corporate Bonds may also be listed on other stock exchanges for trading to the extent permitted by applicable laws; and

• (8) Validity Period of The resolution is valid for 12 months from the date the Issue: on which the proposal is approved by the Shareholders at the 2016 Second EGM.

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APPENDIX II

NOTICE OF THE 2016 SECOND EXTRAORDINARY GENERAL MEETING

1. To approve and authorize the Board to handle all matters regarding the Domestic Renewable Corporate Bonds.

To ensure the smooth issue of the proposed Domestic Renewable Corporate Bonds, the Shareholders shall present a proposal to the 2016 Second EGM generally and unconditionally for authorizing the Board and agreeing the Board in turn to authorize the chairman to handle all relevant matters regarding the Bond Issue, including but not limited to the following:

• (a) to implement specific issue proposal for the Bond Issue according to the actual market conditions, including but not limited to timing of issuance, issuance size, issue price, whether to issue in tranches and their respective size and maturity, interest rate of the Bond and method of determination, whether to make the deferred interest payment, whether to exercise the renewal option, relevant guarantee arrangements, rating arrangement, arrangements for repayment of principal and payment of interests, repayment security matters, place of listing, other terms of the issue of the Domestic Renewable Corporate Bonds, etc. and all matters relating to the issue of the Domestic Renewable Corporate Bonds;

• (b) to determine the specific use of the proceeds according to the capital needs of the Company;

• (c) to decide and appoint intermediaries and entrusted manager for the Bond Issue, and determine the related costs, sign and amend the related contracts and agreements;

• (d) to deal with any relevant matters relating to the issue and listing of the Domestic Renewable Corporate Bonds;

• (e) to take any and all necessary, useful or appropriate actions in relation to the Bond Issue and listing, including but not limited to approve and sign all necessary contracts, agreements and documents, make disclosure of relevant information pursuant to applicable regulatory requirements, make appropriate adjustment to the Issue Proposal of the Domestic Renewable Corporate Bonds subject to the requirement of related PRC laws, regulations and regulatory legal documents or the feedback of the related regulatory authorities in PRC (if any), and approve, confirm and ratify such actions and steps undertaken by any authorized chairman in relation to the Bond Issue;

• (f) to handle the matters relating to the repayment of principal and payment of interests of the Domestic Renewable Corporate Bonds;

• (g) to sign the relevant legal documents, make related disclosure and handle the matters regarding the examination and approval in accordance with the Listing Rules relating to the Issue of the Corporate Bonds;

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APPENDIX II

NOTICE OF THE 2016 SECOND EXTRAORDINARY GENERAL MEETING

• (h) to take all necessary actions to determine or handle all other matters relating to the issue and listing of the Domestic Renewable Corporate Bonds, including exercising discretion to delay or temporarily suspend the implementation of the issue of the Domestic Renewable Corporate Bonds in the event of force majeure or in other situations which could make the implementation of the issue of the Domestic Renewable Corporate Bonds difficult or would bring adverse consequences to the Company even if it could be implemented; and

• (i) to decide and handle all other matters relating to the issue of the Domestic Renewable Corporate Bonds.

The Board or the chairman authorized by the Board have the rights to handle the matters in relation to the issue and listing of the Domestic Renewable Corporate Bonds which will take effect from the date of passing such approval by the Shareholders at the 2016 Second EGM until the day when all the authorized matters in relation to the Bond Issue have been completed.

1. To approve the measures to be implemented by the Company to repay the Domestic Renewable Corporate Bonds.

Before the completion of payment of the interest due and all interest deferred of the Domestic Renewable Corporate Bonds, the Company shall not implement the following measures:

• (a) to distribute dividends to Shareholders; and

• (b) to decrease the registered capital.

By order of the Board

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

6 April 2016, Hong Kong

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NOTICE OF THE 2016 SECOND EXTRAORDINARY GENERAL MEETING

APPENDIX II

Notes:

1. The biographical details of the candidates of director and supervisor are set out on pages 8 to 9 of the circular dated 6 April 2016. The term of the re-appointment of each of the director and supervisor will be three years from the expiry date of their present term.

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

3. The holders of H Shares are reminded that pursuant to the Articles and for determining the right of shareholders to attend and vote at the 2016 Second EGM, the register of the shareholders of the Company shall be closed from Wednesday, 20 April 2016 to Friday, 20 May 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 Second 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 April 2016 (Tuesday).

4. Any shareholder of the Company entitled to attend and vote at the 2016 Second 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.

5. 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 Second EGM.

6. Shareholders who intend to attend the 2016 Second EGM, are required to return the notice of attendance to the Company no later than 4: 30 p.m. on 29 April 2016 (Friday) (20 days before the date of meeting).

7. A shareholder or his/her/its proxy shall produce proof of identity when attending the 2016 Second 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 corporate shareholder.

8. In accordance with the Articles, 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 Second EGM and exercise the voting right.

9. The 2016 Second EGM is expected to last for about half a day. Shareholders of the Company or their proxies attending the 2016 Second EGM shall be responsible for their own transportation, lodging and food.

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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