Guangzhou R&F Properties Co., Ltd. — Proxy Solicitation & Information Statement 2018

Dec 4, 2018

Hong Kong Exchanges 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)

SUPPLEMENTAL NOTICE OF DOMESTIC SHARE SHAREHOLDERS CLASS MEETING

Reference is made to (i) the notice (the “ Initial Notice ”) of the second class meeting for holders of Domestic Shares of the Company (the “ Domestic Share Shareholders Class Meeting ”) despatched on 5 November 2018 which sets out the time and venue of the Domestic Share Shareholders Class Meeting and the resolutions (the “ Original Resolutions ”, each an “ Original Resolution ”) to be proposed at the Domestic Share Shareholders Class Meeting for approval by the shareholders of the Company; and (ii) the announcement of the Company dated 5 November 2018 (the “ Announcement ”). Unless otherwise indicated, capitalised terms used herein shall have the same meaning as those defined in the Initial Notice and the Announcement.

Further to internal discussion, the Board has resolved that the issue price for the New H Shares Issue shall be not lower than 90% (instead of not lower than 80% as set out in the Initial Notice) of the average closing price of the H Shares as quoted on the Stock Exchange over the last five trading days prior to the date of determining such issue price. As a result, “(7) Pricing Mechanism” in the Original Resolution No. 1 shall be amended accordingly. Except the amendments to Original Resolution No. 1 as stated below, other matters as set out in the Initial Notice remain valid and effective.

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the Domestic Share Shareholders Class Meeting will be held on the same date, at the same time and at the same place as initially scheduled in the Initial Notice, but “(7) Pricing Mechanism” in the Original Resolution No. 1 shall be deleted in its entirety and replaced as follows:

“(7) Pricing Mechanism

The New H Shares will be issued at a price to be determined by the Board after taking into account the interests of existing Shareholders, investors’ capabilities and the potential issuance risks, as well as the market practice and applicable regulatory requirements, and with reference to the capital market conditions and the valuations of comparable companies

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at the time when the Company issues the New H Shares, provided that the issue price will be not lower than 90% of the average closing price of the H Shares as quoted on the Hong Kong Stock Exchange over the last five trading days prior to the date of determining such issue price.”

Please refer to the circular of the Company to be despatched to Shareholders on or about 5 December 2018 for supplemental information on the New H Shares Issue.

Proxy Forms

The proxy forms despatched to the Shareholders together with the Initial Notice on 5 November 2018 remain valid.

Whether or not Shareholders are able to attend the meetings in person, they are requested to complete the applicable forms of proxy in accordance with the instructions printed thereon. In case of holders of H Shares, the applicable proxy forms shall be lodged with the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited, at 17M/F., Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong; and in case of holders of Domestic Shares, the proxy forms shall be lodged at 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) as soon as possible, but in any event, not less than 24 hours before the time designated for commencement of the relevant meetings as soon as practicable. Completion and return of the relevant forms of proxy will not preclude Shareholders from attending and voting in person at the relevant meetings or at any adjourned meetings should they so wish.

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

5 December 2018, Hong Kong

Notes:

1. Any shareholder of the Company entitled to attend and vote at the Domestic Share Shareholders Class Meeting is entitled to appoint one or more proxies to attend and vote on his/her/its behalf. A proxy needs not be a shareholder of the Company. Where a shareholder of the Company appoints more than one proxy, his/her/its proxies can only vote in a poll.

2. To be valid, the proxy form is to be used by Domestic Shares shareholders 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 authority, a notarized copy of that power of attorney or other authority 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 Share Shareholders Class Meeting.

3. A shareholder or his/her/its proxy shall produce proof of identity when attending the Domestic Share Shareholders Class Meeting. If a corporate shareholder appoints its representative to attend the meeting, such representative shall produce proof of identity and a copy of the resolution of the Board or governing body of such shareholder.

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1. In accordance with the 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 Share Shareholders Class Meeting and exercises the voting right.

2. The Domestic Share Shareholders Class Meeting is expected to last for about half a day. Shareholders of the Company or their proxies attending the Domestic Share Shareholders Class Meeting shall be responsible for their own transportation, food and lodging.

As at the date of this notice, the executive directors of the Company are Dr. 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. Zheng Ercheng, Mr. Ng Yau Wah, Daniel and Mr. Wong Chun Bong.

• For identification purposes only

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