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

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, 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 circular.

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

(1) PROPOSED ISSUE OF NEW H SHARES UNDER SPECIFIC MANDATE (2) PROPOSED CONSEQUENTIAL AMENDMENTS TO THE ARTICLES OF ASSOCIATION

AND

(3) NOTICES OF THE EGM AND THE CLASS MEETINGS

Unless the context requires otherwise, capitalised terms used on this cover page have the same meanings as defined in the section headed “Definitions” in this circular.

Letter from the Board is set out on pages 3 to 16 of this circular.

The Company will hold the EGM, the H Share Shareholders Class Meeting and the Domestic Share Shareholders Class Meeting at 11:00 a.m., 11:30 a.m. and 11:45 a.m. respectively on Friday, 21 December 2018 at the Conference Room, 54/F., R&F Center, No. 10 Huaxia Road, Pearl River New Town, Guangzhou, the PRC. Initial Notices convening the EGM, the H Share Shareholders Class Meeting and the Domestic Share Shareholders Class Meeting were despatched by the Company on 5 November 2018 and are set out on pages 17 to 22, 25 to 30 and 34 to 39 of this circular. The Supplemental Notices for the EGM, the H Share Shareholders Class Meeting and the Domestic Share Shareholders Class Meeting were despatched by the Company on 5 December 2018 and are set out on pages 23 to 24, 31 to 33 and 40 to 42 of this circular. The Initial Notices and the Supplemental Notices are also available at the respective websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.rfchina.com).

The proxy forms for use at the EGM, the H Share Shareholders Class Meeting and the Domestic Share Shareholders Class Meeting have been despatched to you. Whether or not you are able to attend the EGM, the H Share Shareholders Class Meeting and the Domestic Share Shareholders Class Meeting in person, you are requested to complete and return the applicable proxy forms in accordance with the instructions printed thereon. In case of holders of H Shares, the 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 delivery of the proxy forms will not preclude shareholders from attending and voting in person at the relevant meetings or any adjournment thereof if you so desire.

5 December 2018

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
INITIAL NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . .	17
SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING . . . .	23
INITIAL NOTICE OF H SHARE SHAREHOLDERS CLASS MEETING . . . . . . .	25
SUPPLEMENTAL NOTICE OF H SHARE
SHAREHOLDERS CLASS MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	31
INITIAL NOTICE OF DOMESTIC SHARE
SHAREHOLDERS CLASS MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	34
SUPPLEMENTAL NOTICE OF DOMESTIC SHARE
SHAREHOLDERS CLASS MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	40

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DEFINITIONS

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

“A Share(s)”
RMB ordinary shares of the Company, with a nominal value of RMB0.25 each which are proposed to be listed on the Shanghai Stock Exchange and issued to domestic investors
“Articles of Association” the articles of association of the Company as amended from time to time
“Board” the board of Directors of the Company
“Class Meetings”
the respective class meetings (or any adjournment thereof) of the holders of the H Shares and the holders of the Domestic Shares to be convened at 11:30 a.m. and 11:45 a.m. respectively on Friday, 21 December 2018 for the purpose of considering and, if thought fit, approving the grant of the Specific Mandate to proceed with the New H Shares Issue
“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 PRC with limited liability and the H Shares of which are listed on the Main Board of the Stock Exchange
“CSRC”
China Securities Regulatory Commission
“Director(s)” the director(s) of the Company
“Domestic Share(s)”
the issued ordinary share(s) in the share capital of the Company, with a nominal value of RMB0.25 each, which are subscribed for or credited as fully paid in RMB
“EGM”
the extraordinary general meeting (or any adjournment thereof) of the Company to be convened at 11:00 a.m. on Friday, 21 December 2018 for the purpose of considering and, if thought fit, approving (i) the grant of the Specific Mandate to proceed with the New H Shares Issue and (ii) the proposed amendments to the Articles of Association
“H Share(s)”
overseas listed foreign ordinary share(s) in the share capital of the Company, with a nominal value of RMB0.25 each, which are listed on the Main Board of the Stock Exchange

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DEFINITIONS

“HK$” Hong Kong dollar, the lawful currency of Hong Kong “Hong Kong” Hong Kong Special Administrative Region of the People’s Republic of China
“Initial Notices” the initial notices convening the EGM, the H Share Shareholders Class Meeting and the Domestic Share Shareholders Class Meeting which were despatched on 5 November 2018
“Latest Practicable Date” 30 November 2018, being the latest practicable date before printing of this circular for the purpose of ascertaining information for inclusion in this circular
“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange
“New H Shares” not more than 805,591,836 new H Shares proposed to be issued upon the exercise of the Specific Mandate
“New H Shares Issue” the proposed issue of New H Shares

“PRC” the People’s Republic of China, excluding, for the purpose of this circular only, Hong Kong, Macau Special Administrative Region of the PRC and Taiwan “Proposed A Shares Issue” the proposed issue of not more than 1,070,000,000 new RMB ordinary shares (A Shares) to be listed on the Shanghai Stock Exchange subject to approval by the CSRC, details of which are set out in the Company’s circular dated 10 April 2018

“RMB” Renminbi, the lawful currency of the PRC
“Share(s)” Domestic Share(s) and/or H Share(s) of the Company
“Shareholder(s)” shareholder(s) of the Company

“Specific Mandate” the specific mandate proposed to be granted to the Board by the Shareholders at the EGM and the Class Meetings in relation to the New H Shares Issue “Stock Exchange” The Stock Exchange of Hong Kong Limited “Supplemental Notices” the supplemental notices convening the EGM, the H Share Shareholders Class Meeting and the Domestic Share Shareholders Class Meeting which were despatched on 5 December 2018

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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:

Dr. 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. Zheng Ercheng Mr. Ng Yau Wah, Daniel Mr. Wong Chun Bong

Registered office, head office and principal place of business in the PRC: 45-54/F., R&F Center, No. 10 Huaxia Road, Pearl River New Town, Guangzhou 510623 PRC

Principal place of business in Hong Kong:

Room 1103, Yue Xiu Building, 160-174 Lockhart Road, Wanchai, Hong Kong

5 December 2018

To the Shareholders

Dear Sir/Madam,

(1) PROPOSED ISSUE OF NEW H SHARES UNDER SPECIFIC MANDATE (2) PROPOSED CONSEQUENTIAL AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND (3) NOTICES OF THE EGM AND THE CLASS MEETINGS

INTRODUCTION

Reference is made to the announcement of the Company dated 5 November 2018 in relation to the New H Shares Issue and the proposed consequential amendments to the Articles of Association. The purpose of this circular is to provide you with details of the above matters to enable the Shareholders to make an informed decision on whether to vote for or against or abstain from voting on the resolutions proposed at the EGM and the Class Meetings.

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LETTER FROM THE BOARD

PROPOSED ISSUE OF NEW H SHARES UNDER SPECIFIC MANDATE

On 5 November 2018, the Board has resolved to convene the EGM and the Class Meetings for approval of the proposed Specific Mandate to the Board to issue not more than 805,591,836 New H Shares, representing not more than 25% and 20% of the total share capital of the Company before and after the New H Shares Issue, respectively (assuming the maximum of 805,591,836 New H Shares are issued); and not more than approximately 79.35% and 44.24% of the total number of H Shares in issue before and after the New H Shares Issue, respectively (assuming the maximum of 805,591,836 New H Shares are issued).

Details of the New H Shares Issue are as follows:

(1) Issuer of the New H Shares

The Company.

(2) Class of Shares to be issued

Overseas listed foreign shares (H Shares).

(3) Nominal value per share

RMB0.25.

(4) Time of issuance

The Company will select an appropriate time within the validity period of the resolutions to be passed at the EGM and the Class Meetings to undertake the New H Shares Issue in a single or multiple series. The Board and the persons delegated by the Board will determine the actual time of issuance with reference to the international capital market conditions, as well as the status of review of the Company’s application for the relevant approvals by the PRC and overseas administrative and/or regulatory authorities.

(5) Method of issuance

The New H Shares Issue will be carried out by way of (including but not limited to) placing. Depending on the prevailing market conditions and barring unforeseen circumstances, if the New H Shares Issue is carried out by way of placing of New H Shares through placing agent(s), the Company expects that the placing will be conducted by such placing agent(s) on either a best effort basis or a fully underwritten basis.

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LETTER FROM THE BOARD

(6) Target investors

The New H Shares will be issued/placed to qualified institutional, corporate and natural persons and other investors, who are independent of and not connected with any directors, supervisors, chief executive officer or substantial shareholders (as defined under the Listing Rules) of the Company or its subsidiaries or any of their respective associates (as defined under the Listing Rules).

The Company currently expects that none of the investors of the New H Shares would become a substantial shareholder (as defined under the Listing Rules) of the Company as a result of completion of the issue of New H Shares.

As at the Latest Practicable Date, the Company had not yet identified any placing agent or investor, nor had it entered into any definitive agreement, for the New H Shares Issue. The Company will make further announcement(s) upon entering into any definitive agreement(s) with placing agent(s) and/or investor(s) in connection with the New H Shares Issue where appropriate or as required under the Listing Rules.

(7) Pricing mechanism

Under the applicable PRC laws, each series of New H Shares Issue shall have the same issuance conditions and issue price, and the issue price of New H Shares may not be lower than the nominal value per share (being RMB0.25).

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 at the time when the Company issues the New H Shares. Further to internal discussion, the Board has resolved that the issue price will be not lower than 90% 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. In this connection, please refer to the Supplemental Notices setting out the corresponding changes to resolution no. 1 in each of the Initial Notices.

(8) Method of subscription

The New H Shares are to be subscribed by the investors in cash, and to be issued/ placed in accordance with the terms of the subscription agreement(s) to be entered into between the Company and the investor(s), or be issued/placed in accordance with the terms of the issuance/placing agreement(s) to be entered into between the Company and the issuance/placing agent(s) in relation to the New H Shares Issue.

(9) Size of issuance

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LETTER FROM THE BOARD

the total number of Shares in issue of the Company as at the Latest Practicable Date, respectively; or not more than approximately 20% of the total number of Shares in issue of the Company as enlarged by the New H Shares Issue. The size of issuance of the New H Shares has been determined by the Board with reference to the Company’s plan to enlarge the equity base of the Company for the reasons as more particularly described in “Reasons for and benefits of the New H Shares Issue” below.

Prior to the New H Shares Issue, the total number of Shares in issue of the Company is 3,222,367,344 Shares, in which the number of H Shares is 1,015,258,400 Shares; upon the completion of the New H Shares Issue (assuming the maximum 805,591,836 New H Shares are issued), the total number of Shares in issue of the Company will be 4,027,959,180 Shares, in which the number of H Shares will be 1,820,850,236 Shares and the number of Domestic Shares will remain unchanged as 2,207,108,944 Shares.

(10) Accumulated profits

Any accumulated profits of the Company which remain undistributed prior to the New H Shares Issue shall be for the benefit of all Shareholders of the Company (including the target investors of the New H Shares) in proportion to their respective shareholdings in the Company.

(11) Use of proceeds

The proceeds of the New H Shares Issue, after deducting relevant expenses, will be all used to supplement the capital of the Company, including but not limited to repaying the Company’s debts, supplementing the working capital of the Company, investing in projects and other use in accordance with applicable PRC laws and regulations and policy requirements. Before the actual receipt of the proceeds of the current issue, the Company may, depending on the actual conditions of the progress of the investment projects to be invested, finance these projects using self-raised funds which will be replaced with the proceeds raised later.

The Company currently intends to use the net proceeds of the New H Shares Issue for the following purposes.

(i) Repayment of debts

The Company currently intends to use not less than 70% of the net proceeds of the New H Shares Issue for repayment of the Company’s interest-bearing liabilities so as to reduce its reliance on debt financing and rebalance the capital profile of the Company to be more in line with industry peers.

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LETTER FROM THE BOARD

The Company intends to repay, partially or entirely by the proceeds from the New H Shares Issue, the following interest-bearing liabilities:

Type Onshore Bank borrowings Domestic bonds Other borrowings Sub-total Offshore Senior notes Bank borrowings Sub-total Total	Remaining Balance as of 30 September 2018 (approximate RMB’ million) Maturity 9,241 2018 to 2019 6,170 2018 to 2019 7,085 2018 to 2019 22,496 5,139 2018 to 2019 9,534 2018 to 2019 14,673 37,169

In considering the repayment of maturing debts instead of refinancing by way of new debt issuances, the Company will take into account, among others, the following principal factors: (i) the prevailing market conditions, such as the macro-economic environment, interest rate trend and investors’ demand for corporate debt issuances at the material time; (ii) the pertinent terms of available refinancing arrangements, such as the applicable interest rates and refinancing costs; and (iii) the total borrowings and debt, gearing ratio, available cash resources and working capital requirements of the Company from time to time. As refinancing by way of new debt issuances or borrowings will depend on market conditions and will be opportunistic, the Company believes that the availability of the net proceeds of the New H Shares Issue for repayment of debts can provide some flexibility to the Company in the face of volatile market conditions.

(ii) General working capital purposes

The Company currently intends to use the balance (i.e. not more than 30%) of the net proceeds of the New H Shares Issue for the general working capital purposes of the Company including, without limitation, for supporting the Company’s property development activities in its ordinary course of business, such as construction costs and finance costs.

For reference, the Company has a number of existing projects, which require periodic investment to fund construction capital expenditures. These projects include but are not limited to office buildings, commercial complex developments, hotel projects and other project types as may be encouraged by PRC state policies

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LETTER FROM THE BOARD

and requirements. Whilst there are no firm capital commitments by the Group, there are ongoing construction capital requirements which are required to be invested according to the development pace and available financing. The net proceeds of the New H Shares Issue will provide additional capital for deployment according to the development pace of such projects, but in the absence of which, the Company will need to rely on internal resources, seek for further financing or delay the pace of development accordingly.

(12) Ranking of the New H Shares

The New H Shares shall rank pari passu with the H Shares in issue prior to such issuance once the New H Shares are fully paid.

There is no mandatory lock-up period applicable to the New H Shares under PRC laws, the Articles of Association and the Listing Rules. However, the New H Shares may be subject to lock-up period depending on the terms of the agreement(s) that may be entered into by the Company with placing agent(s) and/or investor(s) in connection with the New H Shares Issue.

(13) Place of the listing of the New H Shares

The New H Shares will be listed and traded on the Stock Exchange.

(14) Validity period of the resolutions

The resolutions relating to the New H Shares Issue will be valid for 12 months, commencing from the date of passing of the relevant resolutions at the EGM and the Class Meetings. The Board may, if necessary, seek for Shareholders’ approval for the extension of the validity period of the relevant resolutions relating to the New H Shares Issue.

(15) Other relevant authorization

The Board will seek the Shareholders’ authorization at the EGM and the Class Meetings respectively to authorize the Board and the persons delegated by the Board to deal with and complete all the matters in relation to the New H Shares Issue with full authority during the validity period of the resolutions relating to the New H Shares Issue. Such matters include but are not limited to:

(1) execute and submit all the relevant applications, reports and other documents to the CSRC, the Stock Exchange and other relevant PRC and overseas authorities and deal with all the relevant examination, registration, filing, approval and permission;
(2) be responsible for determining the terms of the New H Shares Issue, including the determination of the actual size, issue price (including the price range and final price), timing, method, actual use of proceeds and target placee(s) and/or subscriber(s) of the New H Shares Issue, the

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LETTER FROM THE BOARD

execution, implementation, modification and termination of any agreement, contract or other documents in relation to the exercise of the Specific Mandate to issue the New H Shares, making adjustment to the use of proceeds of the New H Shares Issue, and any other relevant matters;

(3) be responsible for negotiating and entering into subscription agreement(s) with investor(s) or issuance/placing agreement(s) with the issuance/placing agent(s) in relation to the New H Shares Issue, and approving any revision or amendments to such subscription agreement(s) or issuance/placing agreement(s) (including any supplemental agreement(s), where applicable);
(4) be responsible for dealing with all the matters in relation to obtaining all the approvals and permissions from the CSRC, the Stock Exchange and/or any other relevant PRC and overseas authorities in relation to the New H Shares Issue;
(5) depending on the requirements at the time of the issuance, recruit and engage the global coordinator(s), underwriter(s), placing agent(s), domestic and overseas intermediaries and other professional parties for the New H Shares Issue, and sign, implement, suspend or terminate the recruitment or engagement agreements or other related legal documents;
(6) make appropriate amendments to the terms of the New H Shares Issue in light of the specific circumstances and pursuant to the approval(s) by the relevant regulatory authorities;
(7) execute, implement, amend and complete the documents in relation to the New H Shares Issue and do such act as necessary and appropriate in relation to the New H Shares Issue;
(8) approve the publication of relevant announcement(s), circular(s) and notice(s) in relation to the New H Shares Issue on the websites of the Stock Exchange, the Company or other legally required intermediaries, respectively, and the submission of relevant forms, files or other documents to the Stock Exchange;
(9) obtain from the Stock Exchange the approval for listing of and permission to deal in all of the New H Shares to be issued and allotted pursuant to the New H Shares Issue on the Main Board of the Stock Exchange;
(10) amend relevant articles of the Articles of Association in accordance with the actual results of the New H Shares Issue and deal with the relevant registration and filing procedures with the relevant industry and commerce administration authorities; and
(11) do other acts as necessary and appropriate in relation to the New H Shares Issue and the listing of all of the New H Shares on the Stock Exchange.

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LETTER FROM THE BOARD

Upon the authorization by the Shareholders at the EGM and the Class Meetings as mentioned above, the Board will delegate such authorization to Mr. Li Sze Lim（李思廉）(an executive Director) or his authorized person(s), severally or jointly, to exercise the authorization granted by the Shareholders to the Board as mentioned above.

Depending on market conditions, the Board may or may not exercise the proposed Specific Mandate, if granted, to issue the New H Shares. If the Board proceeds with the New H Shares Issue pursuant to the Specific Mandate, a separate announcement will be made.

Conditions to the New H Shares Issue

The New H Shares Issue is conditional upon:

(1) the grant of the proposed Specific Mandate by the Shareholders to the Board having been obtained at the EGM and the Class Meetings;
(2) the approval of the proposed issue of the New H Shares pursuant to the proposed Specific Mandate by the relevant PRC administrative and/or regulatory authorities, including the CSRC;
(3) the entering into of the issuance/placing agreement(s) between the Company and the issuance/placing agent(s) and the subscription agreement(s) between the Company and the investor(s) (as the case may be) and such issuance/placing agreement(s) and subscription agreement(s) (as the case may be) not being terminated in accordance with the terms therein; and
(4) the Listing Committee of the Stock Exchange granting listing of and permission to deal in all of the New H Shares to be issued and allotted pursuant to the New H Shares Issue.

The above conditions may not be waived by the Company and had not yet been satisfied as at the Latest Practicable Date.

Listing Application

An application will be made by the Company for the listing of, and the permission to deal in, the New H Shares on the Stock Exchange.

Reasons for and Benefits of the New H Shares Issue

The Board and senior management of the Company consider that the New H Shares Issue is highly beneficial to the Company by providing long-term capital. The Company’s historical reliance on debt has meant that the Company has constantly had to refinance debt maturities of 2-5 years every year. An issue of equity will reduce the need and frequency to access external funding, which will facilitate the Company’s steady development and mitigate current volatile macro environments that affect various financing markets. As the Company has not issued any form of equity since 2006, the Company’s balance sheet is

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LETTER FROM THE BOARD

heavily weighted to debt financing. An issue of equity of any size will rebalance the capital profile to be more in line with industry peers. The New H Shares Issue will also significantly recapitalize the Company’s capital structure to strengthen its financing profile that will in turn greatly improve the credit rating outlook and enhance funding opportunities at much lower costs of financing.

As at 30 September 2018, the Group’s interest-bearing liabilities which will mature within the next 12 months amounted to approximately RMB37.2 billion. The New H Shares Issue, with not less than 70% of net proceeds thereof intended to be used for repayment of debts as described in “(11) Use of proceeds” above, will provide some flexibility to the Company in the face of volatile market conditions and enable the Company to better optimize its overall financing arrangements as appropriate, in particular during periods when the prevailing market conditions for new debt issuances and/or the re-financing costs (such as the applicable interest rates) may not be favourable to the Company.

From a shareholding perspective, since the Company’s last equity issuance in 2006, there has not been an opportunity to attract larger long-term investors or strategic investors looking to acquire a sizeable shareholding in the Company through issuance of new equity. Whilst there is a discount and dilution associated with any equity placement, the result is a more stable investor base with a longer outlook post the equity offering. The enlarged equity base and improved capital structure also reduce investor volatility associated with a highly geared capital structure which is positive for all Shareholders.

Since the last issuance of H Shares in 2006, the Company’s enlarged profile and asset base has changed significantly. The current relatively small H share public float represents a hurdle for investment by new strategic and long-term investors, such as large funds which are considering equity investment in the Company, as it would be difficult for such investors to accumulate a sizeable position through the open market without taking further risk on share price movements. Although the number of Shares will increase as a result of the New H Shares Issue, given that the value per Share has also increased significantly since 2006, the size of the New H Shares Issue is in line with the current market capitalisation and asset base of the Company.

The Company considers that other alternative equity financings such as a preemptive rights issue or open offer could not achieve the purpose of attracting new long-term or strategic investors as the new shares would not be offered to new investors. The Board also considers that there are uncertainties in view of the regulatory procedures for a rights issue or open offer of Domestic Shares and H Shares and the more complicated offering timetable taking into account the issue of nil-paid rights (where applicable) and publication of prospectus(es), and the uncertainties and complication may consequently impact the Company’s strategy implementation on a timely basis. A rights issue or open offer will also involve possibly higher transaction costs such as underwriting fees, and pressure on the Company’s share price may result, indirectly contributed by, among others, the potential dilution of earnings per share and the need to contribute additional capital by the existing Shareholders to avoid dilution of their respective shareholdings. Although the New H Shares Issue will have potential dilution impact to the Company’s existing shareholders including the minority shareholders, as the New H Shares Issue will serve the multiple purposes of providing long term capital to the Company, strengthening the Company’s financing profile

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LETTER FROM THE BOARD

and enlarging the Company’s equity base with quality investors, which will benefit all the Shareholders (including the Company’s minority shareholders), the Company believes that the benefits of the New H Shares Issue would outweigh the potential dilution impact to the Company’s minority shareholders. Having carefully considered the above reasons, the Board believes that the New H Shares Issue is a more efficient and economical approach as compared to a rights issue or an open offer to raise funds and satisfy the proposed use of proceeds as set out in “(11) Use of proceeds” above.

Based on the above, the Board takes the view that the New H Shares Issue is in the interests of the Company and the Shareholders as a whole, taking into account the possible price discount and dilution impact to existing Shareholders.

The Company expects that the New H Shares Issue will not satisfy all of the Company’s funding needs within the next 12 months and the Company will continue to rely on funding generated from property development activities in its ordinary course of business and debt issuances or refinancing from time to time, including but not limited to the proposed issuance of domestic bonds as set out in the Company’s overseas regulatory announcement dated 29 November 2018 and the issuance of senior notes as set out in the Company’s announcements dated 19 September 2018 and 2 October 2018. While the Company currently has no definite plans to conduct further equity issuances apart from the New H Shares Issue and the Proposed A Shares Issue, it will consider further equity issuances and/or debt issuances as and when appropriate.

Possible Effects of the New H Shares Issue on the Shareholding Structure of the Company

Assuming that the New H Shares Issue is approved and all 805,591,836 New H Shares are permitted for issuance and are issued, and there is no other change to the share capital of the Company prior to completion of the New H Shares Issue, the shareholding structure of the Company as at the Latest Practicable Date and immediately after the completion of the New H Shares Issue is set out as follows:

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LETTER FROM THE BOARD

Shareholder Domestic Shares Li Sze Lim (Note 1) Zhang Li (Note 1) Zhou Yaonan (Note 1) Lu Jing (Note 1) Chen Liangnuan (Note 2) Other domestic shareholders Sub-total of Domestic Shares H Shares Li Sze Lim (Note 1) Zhang Li (Note 1) Li Helen (Note 3) Ng Yau Wah, Daniel (Note 4) Public shareholders New H Shares (Note 7) Sub-total of H Shares Total	As at the Latest Practicable Date Number of Shares Approximate percentage of the Company’s issued share capital 1,045,092,672 32.43% 1,025,092,672 (Note 5) 31.81% 22,922,624 0.71% 35,078,352 1.09% 20,000,000 0.62% 58,922,624 1.83% 2,207,108,944 68.49% 37,000,000 (Note 6) 1.15% 6,632,800 0.21% 1,003,600 0.03% 588,000 0.02% 970,034,000 30.10% – – 1,015,258,400 31.51% 3,222,367,344 100%	Immediately upon completion of the New H Share Issue Number of Shares Approximate percentage of the Company’s issued share capital 1,045,092,672 25.95% 1,025,092,672 (Note 5) 25.45% 22,922,624 0.57% 35,078,352 0.87% 20,000,000 0.50% 58,922,624 1.46% 2,207,108,944 54.79% 37,000,000 (Note 6) 0.92% 6,632,800 0.16% 1,003,600 0.02% 588,000 0.01% 970,034,000 24.08% 805,591,836 20.00% 1,820,850,236 45.21% 4,027,959,180 100%	Immediately upon completion of the New H Share Issue Number of Shares Approximate percentage of the Company’s issued share capital 1,045,092,672 25.95% 1,025,092,672 (Note 5) 25.45% 22,922,624 0.57% 35,078,352 0.87% 20,000,000 0.50% 58,922,624 1.46% 2,207,108,944 54.79% 37,000,000 (Note 6) 0.92% 6,632,800 0.16% 1,003,600 0.02% 588,000 0.01% 970,034,000 24.08% 805,591,836 20.00% 1,820,850,236 45.21% 4,027,959,180 100%
			54.79% 0.92% 0.16% 0.02% 0.01% 24.08% 20.00%
			45.21%
			100%

– 13 –

LETTER FROM THE BOARD

Notes:

Li Sze Lim, Zhang Li, Zhou Yaonan and Lu Jing are the executive directors of the Company.
Chen Liangnuan is a supervisor of the Company.
Li Helen is a non-executive director of the Company.
Ng Yau Wah, Daniel is an independent non-executive director of the Company.
The number of Domestic Shares held by Zhang Li consists of 1,005,092,672 Domestic Shares held as beneficial owner and 20,000,000 Domestic Shares held by his spouse.
The number of H Shares held by Li Sze Lim consists of 16,000,000 H Shares held as beneficial owner, 5,000,000 H Shares held by his spouse and 16,000,000 H Shares held by corporation controlled by him.
As the New H Shares are expected to be issued to investors who are independent of and not connected with any directors, supervisors, chief executive officer or substantial shareholders (as defined under the Listing Rules) of the Company and its subsidiaries or any of their respective associates (as defined under the Listing Rules), and it is expected that none of the investors of the New H Shares would become a substantial shareholder (as defined under the Listing Rules) of the Company as a result of completion of the issue of New H Shares, the Company expects that the New H Shares would be considered as Shares held by the public immediately upon their issuance.

Based on the above, the Company will comply with the minimum public float requirement of 25% under Rule 8.08(1)(a) of the Listing Rules immediately upon completion of the issue of New H Shares.

Equity Fund Raising Activities in the Past 12 months

The Company has not conducted any equity fund raising activities during the past 12 months immediately preceding the Latest Practicable Date.

PROPOSED CONSEQUENTIAL AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The existing registered capital of the Company is set out in the Articles of Association. Upon completion of the New H Shares Issue, the number of H Shares in issue, the registered capital and the capital structure of the Company will change and therefore consequential amendments to the Articles of Association are necessary.

The provisions in the Articles of Association concerning the capital structure of the Company are as follows:

(1) Article 18 sets out the total number of Shares and Domestic Shares authorized to be issued by the Company;
(2) Article 19 sets out the share capital structure of the Company and the total number of Shares, comprising the Domestic Shares and the H Shares, in issue; and
(3) Article 22 sets out the registered capital of the Company.

– 14 –

LETTER FROM THE BOARD

The capital structure of the Company will be altered upon completion of the New H Shares Issue. Accordingly, the Directors will seek from the Shareholders at the EGM and Class Meetings the approval and authority to amend the relevant provisions in the Articles of Association to reflect the new capital structure of the Company as a result of the issuance of New H Shares pursuant to the New H Shares Issue.

Subject to obtaining the approval and authority to make the proposed amendments to the Articles of Association as described above, the Directors will amend the Articles of Association accordingly.

NOTICES OF THE EGM AND CLASS MEETINGS

The EGM will be convened and held to consider and, if thought fit, to approve, (i) the grant of the Specific Mandate to proceed with the New H Shares Issue and (ii) the proposed amendments to the Articles of Association. The Class Meetings will be convened and held to consider and, if thought fit, to approve, the grant of the Specific Mandate to proceed with the New H Shares Issue. Any vote of Shareholders at the EGM and the Class Meetings will be taken by poll.

No Shareholders are required to abstain from voting at the EGM and the Class Meetings.

The respective forms of proxy for use at each of the EGM and the Class Meetings have been despatched to you. Whether or not you are able to attend the meetings in person, you 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 you from attending and voting in person at the relevant meetings or at any adjourned meetings should you so wish.

– 15 –

LETTER FROM THE BOARD

RECOMMENDATION

The Board considers that all resolutions to be proposed at the EGM, the H Share Shareholders Class Meeting and the Domestic Share Shareholders Class Meeting are in the interests of the Company and the Shareholders as a whole. Therefore, the Board recommends the Shareholders to vote in favour of all resolutions to be proposed at the meetings.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars 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.

In view that the New H Share Issue is subject to certain conditions and accordingly, may or may not proceed, Shareholders and potential investors are advised to exercise caution when dealing in the H Shares or other securities of the Company.

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

Hong Kong, 5 December 2018

For identification purposes only

– 16 –

INITIAL NOTICE OF EXTRAORDINARY GENERAL MEETING

==> picture [187 x 41] intentionally omitted <==

==> picture [65 x 39] intentionally omitted <==

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

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (“ EGM ”) of Guangzhou R&F Properties Co., Ltd. (the “ Company ”) will be held at 11:00 a.m. on Friday, 21 December 2018 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:

Unless otherwise indicated, capitalised terms used herein shall have the same meaning as those defined in the announcement of the Company dated 5 November 2018.

SPECIAL RESOLUTIONS

1. TO CONSIDER AND APPROVE THE RESOLUTION IN RELATION TO NEW H SHARES ISSUE UNDER SPECIFIC MANDATE

Details of the New H Shares Issue under specific mandate are as follows:

(1) Issuer

The Company.

(2) Class of Shares to be issued

Overseas listed foreign shares (H shares).

(3) Nominal value per share

RMB0.25.

(4) Time of issuance

The Company will select an appropriate time within the validity period of the resolution to be passed at the EGM and the Class Meetings to undertake the New H Shares Issue. The Board will determine the actual time of issuance with reference to the capital market conditions, as well as the progress of review of the

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INITIAL NOTICE OF EXTRAORDINARY GENERAL MEETING

Company’s application for the relevant approvals by domestic and foreign administrative and/or regulatory authorities, subject to single or multiple issuance in accordance to applicable regulations.

(5) Method of issuance

The proposed New H Shares Issue will be carried out by way of (including but not limited to) placing.

(6) Target investors

(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 at the time when the Company issues the New H Shares, provided that the issue price will be not lower than 80% 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.

(8) Method of subscription

(9) Size of issuance

The Company will issue not more than 805,591,836 New H shares. Assuming the maximum 805,591,836 New H Shares are issued, the New H Shares will represent not more than approximately 79.35% of the total number of H shares in issue and 25% of the total number of shares in issue of the Company as at the Latest Practicable Date, respectively; or not more than approximately 20% of the total number of shares in issue of the Company as enlarged by the proposed issuance of new H shares.

– 18 –

INITIAL NOTICE OF EXTRAORDINARY GENERAL MEETING

Prior to the issuance of new H shares, the total number of shares in issue of the Company was 3,222,367,344 shares, in which the number of H shares was 1,015,258,400 shares; upon the completion of the issuance of new H shares (assuming the maximum 805,591,836 New H shares are issued), the total number of shares in issue of the Company will be 4,027,959,180 shares, in which the number of H shares will be 1,820,850,236 shares. The number of domestic shares remained unchanged as 2,207,108,944 shares.

(10) Accumulated profits

Any accumulated profits of the Company which remain undistributed prior to the proposed New H Shares Issue shall be for the benefit of all the Shareholders of the Company (including the target investors of the New H Shares) in proportion to their respective shareholdings.

(11) Use of proceeds

The proceeds of the proposed New H Shares Issue, after deducting relevant expenses, will be used to supplement the capital of the Company, including but not limited to repaying the Company’s debts, supplementing the working capital of the Company, investing in projects and other use in accordance with applicable national laws and regulations and policy requirements.

(12) Ranking of the New H Shares

The New H Shares shall rank pari passu with the H Shares in issue prior to such issuance once the new H shares are fully paid.

(13) Place of listing

All the new H shares issued will be listed and traded on The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”).

(14) Validity period of the resolutions

The resolutions relating to the specific mandate set out in the notices of the EGM and the Class Meetings will be valid for 12 months, commencing from the date of passing of the relevant resolution at the EGM and/or the Class Meetings.

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INITIAL NOTICE OF EXTRAORDINARY GENERAL MEETING

2. TO CONSIDER AND APPROVE THE RESOLUTION OF AUTHORIZING THE BOARD AND THE PERSONS DELEGATED BY THE BOARD TO DEAL WITH AND COMPLETE ALL THE MATTERS IN RELATION TO THE NEW H SHARE ISSUE WITH FULL AUTHORITY

The Board will seek the Shareholders’ authorization at the EGM and the Class Meetings respectively to authorize the Board and the persons delegated by the Board to deal with and complete all the matters in relation to the New H Shares Issue with full authority during the validity period of 12 months from the date of passing of the resolutions relating to the New H Shares Issue at the EGM and the Class Meetings. Such matters include but are not limited to:

(1) execute and submit all the relevant applications, reports and other documents to relevant PRC and overseas authorities and deal with all the relevant examination, registration, filing, approval and permission;
(2) be responsible for determining the terms of the New H Shares Issue, including the determination of the actual size, issue price (including the price range and final price), timing, method, actual use of proceeds and target placee(s) of the proposed New H Shares Issue, the execution, implementation, modification and termination of any agreement, contract or other documents in relation to the exercise of the Specific Mandate to issue the New H Shares, making adjustment to the use of proceeds, and any other relevant matters;
(3) be responsible for negotiating and entering into subscription agreement(s) with investor(s) or issuance/placing agreement(s) with the issuance/placing agent(s) in relation to the New H Shares Issue, and approving any revision or amendments to such subscription agreement(s) or issuance/placing agreement(s) (including any supplemental agreement(s), where applicable);
(4) be responsible for dealing with all the matters in relation to obtaining all the approvals and permissions from the CSRC, the Hong Kong Stock Exchange and/ or any other relevant PRC and overseas authorities in relation to the New H Shares Issue;
(5) depending on the requirements at the time of the issuance, recruit and engage the global coordinator(s), underwriter(s), issuance/placing agent(s), domestic and overseas intermediaries and other professional parties for the proposed New H Shares Issue, and sign the relevant recruitment or engagement agreements or other related legal documents;
(6) make appropriate amendments to the terms of the proposed New H Shares Issue in light of the specific circumstances and pursuant to the approval(s) by the relevant regulatory authorities;
(7) execute, implement, amend and complete the documents in relation to the proposed New H Shares Issue and do such act as necessary and appropriate in relation to the proposed New H Shares Issue;

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INITIAL NOTICE OF EXTRAORDINARY GENERAL MEETING

(8) approve the publication of relevant announcement(s), circular(s) and notice(s) in relation to the proposed New H Shares Issue on the websites of the Hong Kong Stock Exchange, the Company and other legally required intermediaries, respectively, and the submission of relevant forms, documents or other information to the Hong Kong Stock Exchange;
(9) obtain from the Hong Kong Stock Exchange the approval for listing of and permission to deal in all of the New H Shares to be issued pursuant to the proposed New H Shares Issue on the Main Board of the Hong Kong Stock Exchange;
(10) amend relevant articles of the Articles of Association in accordance with the actual results of the proposed New H Shares Issue, and complete the relevant registration and filing procedures with relevant industry and commerce administration authorities; and
(11) do other acts as necessary and appropriate in relation to the proposed New H Shares Issue and the listing of all of the New H Shares on the Hong Kong Stock Exchange.

3. TO CONSIDER AND APPROVE THE RESOLUTION IN RELATION TO CONSEQUENTIAL AMENDMENTS TO THE ARTICLES OF ASSOCIATION ACCORDING TO THE NEW H SHARES ISSUE

The existing registered capital of the Company is set out in the Articles of Association. Upon the proposed New H Shares Issue, the number of H Shares in issue, the registered capital and the capital structure of the Company will change. Under the Company Law of the PRC and the Articles of Association, any increase in the registered capital and any material changes to the Articles of Association are subject to the approval of the Shareholders.

The Board intends to seek the grant of an authority by the Shareholders at the EGM to make necessary consequential amendments to the Articles of Association to the registered capital and capital structure of the Company subsequent to completion of the proposed New H Shares Issue and to make relevant registration and filing procedures with the relevant industry and commerce administration authorities and to deal with other matters in relation to the implementation of the Shareholders’ and the Board’s resolutions.

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

5 November 2018, Hong Kong

– 21 –

INITIAL NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

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

The holders of the Company’s H Shares are reminded that pursuant to the Articles of Association and for determining the right of shareholders to attend and vote at the EGM, the register of the shareholders of the Company shall be closed from Saturday, 1 December 2018 to Friday, 21 December 2018 (both days inclusive), during which period, no transfer of shares will be registered. Shareholders, who intend to attend the EGM, must deliver their instruments of transfer together with the relevant share certificates and form of transfer to 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 no later than 4:30 p.m. on Friday, 30 November 2018.

Any shareholder of the Company entitled to attend and vote at the 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.
To be valid, the proxy form is to be used by shareholder of the Company (both Domestic Share and H Share) 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 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 EGM.
Shareholders who intend to attend the EGM, are required to return the notice of attendance to the Company no later than 4:30 p.m. on Friday, 30 November 2018.
A shareholder or his/her/its proxy shall produce proof of identity when attending the EGM. 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.
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 EGM and exercises the voting right.
The EGM is expected to last for about half a day. Shareholders of the Company or their proxies attending the 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 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

– 22 –

SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

==> picture [187 x 41] intentionally omitted <==

==> picture [65 x 39] intentionally omitted <==

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

SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

Reference is made to (i) the notice (the “ Initial Notice ”) of the extraordinary general meeting of the Company (the “ EGM ”) despatched on 5 November 2018 which sets out the time and venue of the EGM and the resolutions (the “ Original Resolutions ”, each an “ Original Resolution ”) to be proposed at the EGM 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 EGM 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 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.

– 23 –

SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

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:

Any shareholder of the Company entitled to attend and vote at the EGM 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.
To be valid, the proxy form is to be used by shareholder of the Company (both Domestic Share and H Share) 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 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 EGM.
A shareholder or his/her/its proxy shall produce proof of identity when attending the EGM. 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.
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 EGM and exercises the voting right.
The EGM is expected to last for about half a day. Shareholders of the Company or their proxies attending the EGM 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

– 24 –

INITIAL NOTICE OF H SHARE SHAREHOLDERS CLASS MEETING

==> picture [187 x 41] intentionally omitted <==

==> picture [65 x 39] intentionally omitted <==

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

NOTICE OF H SHARE SHAREHOLDERS CLASS MEETING

NOTICE IS HEREBY GIVEN that the second class meeting for holders of H Shares (the “ H Share Shareholders Class Meeting ”) of Guangzhou R&F Properties Co., Ltd. (the “ Company ”) for 2018 will be held at 11:30 a.m. on Friday, 21 December 2018 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:

Unless otherwise indicated, capitalised terms used herein shall have the same meaning as those defined in the announcement of the Company dated 5 November 2018.

SPECIAL RESOLUTIONS

1. TO CONSIDER AND APPROVE THE RESOLUTION IN RELATION TO NEW H SHARES ISSUE UNDER SPECIFIC MANDATE

Details of the New H Shares Issue under specific mandate are as follows:

(1) Issuer

The Company.

(2) Class of Shares to be issued

Overseas listed foreign shares (H shares).

(3) Nominal value per share

RMB0.25.

(4) Time of issuance

– 25 –

INITIAL NOTICE OF H SHARE SHAREHOLDERS CLASS MEETING

(5) Method of issuance

The proposed New H Shares Issue will be carried out by way of (including but not limited to) placing.

(6) Target investors

(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 at the time when the Company issues the New H Shares, provided that the issue price will be not lower than 80% 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.

(8) Method of subscription

(9) Size of issuance

– 26 –

INITIAL NOTICE OF H SHARE SHAREHOLDERS CLASS MEETING

(10) Accumulated profits

(11) Use of proceeds

(12) Ranking of the New H Shares

The New H Shares shall rank pari passu with the H Shares in issue prior to such issuance once the new H shares are fully paid.

(13) Place of listing

All the new H shares issued will be listed and traded on The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”).

(14) Validity period of the resolutions

– 27 –

INITIAL NOTICE OF H SHARE SHAREHOLDERS CLASS MEETING

The Board will seek the Shareholders’ authorization at the EGM and the Class Meetings respectively to authorize the Board and the persons delegated by the Board to deal with and complete all the matters in relation to the New H Shares Issue with full authority during the validity period of 12 months from the date of passing of the resolutions relating to the New H Shares Issue at the EGM and the Class Meetings. Such matters include but are not limited to:

(1) execute and submit all the relevant applications, reports and other documents to relevant PRC and overseas authorities and deal with all the relevant examination, registration, filing, approval and permission;
(2) be responsible for determining the terms of the New H Shares Issue, including the determination of the actual size, issue price (including the price range and final price), timing, method, actual use of proceeds and target placee(s) of the proposed New H Shares Issue, the execution, implementation, modification and termination of any agreement, contract or other documents in relation to the exercise of the Specific Mandate to issue the New H Shares, making adjustment to the use of proceeds, and any other relevant matters;
(3) be responsible for negotiating and entering into subscription agreement(s) with investor(s) or issuance/placing agreement(s) with the issuance/placing agent(s) in relation to the New H Shares Issue, and approving any revision or amendments to such subscription agreement(s) or issuance/placing agreement(s) (including any supplemental agreement(s), where applicable);
(4) be responsible for dealing with all the matters in relation to obtaining all the approvals and permissions from the CSRC, the Hong Kong Stock Exchange and/ or any other relevant PRC and overseas authorities in relation to the New H Shares Issue;
(5) depending on the requirements at the time of the issuance, recruit and engage the global coordinator(s), underwriter(s), issuance/placing agent(s), domestic and overseas intermediaries and other professional parties for the proposed New H Shares Issue, and sign the relevant recruitment or engagement agreements or other related legal documents;
(6) make appropriate amendments to the terms of the proposed New H Shares Issue in light of the specific circumstances and pursuant to the approval(s) by the relevant regulatory authorities;
(7) execute, implement, amend and complete the documents in relation to the proposed New H Shares Issue and do such act as necessary and appropriate in relation to the proposed New H Shares Issue;

– 28 –

INITIAL NOTICE OF H SHARE SHAREHOLDERS CLASS MEETING

(8) approve the publication of relevant announcement(s), circular(s) and notice(s) in relation to the proposed New H Shares Issue on the websites of the Hong Kong Stock Exchange, the Company and other legally required intermediaries, respectively, and the submission of relevant forms, documents or other information to the Hong Kong Stock Exchange;
(9) obtain from the Hong Kong Stock Exchange the approval for listing of and permission to deal in all of the New H Shares to be issued pursuant to the proposed New H Shares Issue on the Main Board of the Hong Kong Stock Exchange;
(10) amend relevant articles of the Articles of Association in accordance with the actual results of the proposed New H Shares Issue, and complete the relevant registration and filing procedures with relevant industry and commerce administration authorities; and
(11) do other acts as necessary and appropriate in relation to the proposed New H Shares Issue and the listing of all of the New H Shares on the Hong Kong Stock Exchange.

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

5 November 2018, Hong Kong

Notes:

The holders of the Company’s H Shares are reminded that pursuant to the Articles of Association of the Company and for determining the right of shareholders to attend and vote at the H Share Shareholders Class Meeting, the register of the shareholders of the Company shall be closed from Saturday, 1 December 2018 to Friday, 21 December 2018 (both days inclusive), during which period, no transfer of shares will be registered. Shareholders, who intend to attend the H Share Shareholders Class Meeting, 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 17M/F., Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Friday, 30 November 2018.
Any shareholder of the Company entitled to attend and vote at the H Share Shareholders 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.
To be valid, the proxy form is to be used by H 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’s H Share registrar in Hong Kong, Computershare Hong

– 29 –

INITIAL NOTICE OF H SHARE SHAREHOLDERS CLASS MEETING

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 H Share Shareholders Class Meeting.

Shareholders who intend to attend the H Share Shareholders Class Meeting, are required to return the notice of attendance to the Company no later than 4:30 p.m. on Friday, 30 November 2018.
A shareholder or his/her/its proxy shall produce proof of identity when attending the H 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 of directors or governing body of such shareholder.
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 H Share Shareholders Class Meeting and exercises the voting right.
The H Share Shareholders Class Meeting is expected to last for about half a day. Shareholders of the Company or their proxies attending the H Share Shareholders Class Meeting shall be responsible for their own transportation, food and lodging.

For identification purposes only

– 30 –

SUPPLEMENTAL NOTICE OF H SHARE SHAREHOLDERS CLASS MEETING

==> picture [187 x 41] intentionally omitted <==

==> picture [65 x 39] intentionally omitted <==

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

SUPPLEMENTAL NOTICE OF H SHARE SHAREHOLDERS CLASS MEETING

Reference is made to (i) the notice (the “ Initial Notice ”) of the second class meeting for holders of H Shares of the Company (the “ H Share Shareholders Class Meeting ”) despatched on 5 November 2018 which sets out the time and venue of the H Share Shareholders Class Meeting and the resolutions (the “ Original Resolutions ”, each an “ Original Resolution ”) to be proposed at the H 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.

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the H 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 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.”

– 31 –

SUPPLEMENTAL NOTICE OF H SHARE SHAREHOLDERS CLASS MEETING

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.

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

5 December 2018, Hong Kong

Notes:

Any shareholder of the Company entitled to attend and vote at the H 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.
To be valid, the proxy form is to be used by H 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 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 H Share Shareholders Class Meeting.
A shareholder or his/her/its proxy shall produce proof of identity when attending the H 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.

– 32 –

SUPPLEMENTAL NOTICE OF H SHARE SHAREHOLDERS CLASS MEETING

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

For identification purposes only

– 33 –

INITIAL NOTICE OF DOMESTIC SHARE SHAREHOLDERS CLASS MEETING

==> picture [187 x 41] intentionally omitted <==

==> picture [65 x 39] intentionally omitted <==

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

NOTICE OF DOMESTIC SHARE SHAREHOLDERS CLASS MEETING

NOTICE IS HEREBY GIVEN that the second class meeting for holders of Domestic Shares (the “ Domestic Share Shareholders Class Meeting ”) of Guangzhou R&F Properties Co., Ltd. (the “ Company ”) for 2018 will be held at 11:45 a.m. on Friday, 21 December 2018 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:

Unless otherwise indicated, capitalised terms used herein shall have the same meaning as those defined in the announcement of the Company dated 5 November 2018.

SPECIAL RESOLUTIONS

1. TO CONSIDER AND APPROVE THE RESOLUTION IN RELATION TO NEW H SHARES ISSUE UNDER SPECIFIC MANDATE

Details of the New H Shares Issue under specific mandate are as follows:

(1) Issuer

The Company.

(2) Class of Shares to be issued

Overseas listed foreign shares (H shares).

(3) Nominal value per share

RMB0.25.

(4) Time of issuance

– 34 –

INITIAL NOTICE OF DOMESTIC SHARE SHAREHOLDERS CLASS MEETING

(5) Method of issuance

The proposed New H Shares Issue will be carried out by way of (including but not limited to) placing.

(6) Target investors

(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 at the time when the Company issues the New H Shares, provided that the issue price will be not lower than 80% 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.

(8) Method of subscription

(9) Size of issuance

– 35 –

INITIAL NOTICE OF DOMESTIC SHARE SHAREHOLDERS CLASS MEETING

(10) Accumulated profits

(11) Use of proceeds

(12) Ranking of the New H Shares

The New H Shares shall rank pari passu with the H Shares in issue prior to such issuance once the new H shares are fully paid.

(13) Place of listing

All the new H shares issued will be listed and traded on The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”).

(14) Validity period of the resolutions

– 36 –

INITIAL NOTICE OF DOMESTIC SHARE SHAREHOLDERS CLASS MEETING

The Board will seek the Shareholders’ authorization at the EGM and the Class Meetings respectively to authorize the Board and the persons delegated by the Board to deal with and complete all the matters in relation to the New H Shares Issue with full authority during the validity period of 12 months from the date of passing of the resolutions relating to the New H Shares Issue at the EGM and the Class Meetings. Such matters include but are not limited to:

(1) execute and submit all the relevant applications, reports and other documents to relevant PRC and overseas authorities and deal with all the relevant examination, registration, filing, approval and permission;
(2) be responsible for determining the terms of the New H Shares Issue, including the determination of the actual size, issue price (including the price range and final price), timing, method, actual use of proceeds and target placee(s) of the proposed New H Shares Issue, the execution, implementation, modification and termination of any agreement, contract or other documents in relation to the exercise of the Specific Mandate to issue the New H Shares, making adjustment to the use of proceeds, and any other relevant matters;
(3) be responsible for negotiating and entering into subscription agreement(s) with investor(s) or issuance/placing agreement(s) with the issuance/placing agent(s) in relation to the New H Shares Issue, and approving any revision or amendments to such subscription agreement(s) or issuance/placing agreement(s) (including any supplemental agreement(s), where applicable);
(4) be responsible for dealing with all the matters in relation to obtaining all the approvals and permissions from the CSRC, the Hong Kong Stock Exchange and/ or any other relevant PRC and overseas authorities in relation to the New H Shares Issue;
(5) depending on the requirements at the time of the issuance, recruit and engage the global coordinator(s), underwriter(s), issuance/placing agent(s), domestic and overseas intermediaries and other professional parties for the proposed New H Shares Issue, and sign the relevant recruitment or engagement agreements or other related legal documents;
(6) make appropriate amendments to the terms of the proposed New H Shares Issue in light of the specific circumstances and pursuant to the approval(s) by the relevant regulatory authorities;
(7) execute, implement, amend and complete the documents in relation to the proposed New H Shares Issue and do such act as necessary and appropriate in relation to the proposed New H Shares Issue;

– 37 –

INITIAL NOTICE OF DOMESTIC SHARE SHAREHOLDERS CLASS MEETING

(8) approve the publication of relevant announcement(s), circular(s) and notice(s) in relation to the proposed New H Shares Issue on the websites of the Hong Kong Stock Exchange, the Company and other legally required intermediaries, respectively, and the submission of relevant forms, documents or other information to the Hong Kong Stock Exchange;
(9) obtain from the Hong Kong Stock Exchange the approval for listing of and permission to deal in all of the New H Shares to be issued pursuant to the proposed New H Shares Issue on the Main Board of the Hong Kong Stock Exchange;
(10) amend relevant articles of the Articles of Association in accordance with the actual results of the proposed New H Shares Issue, and complete the relevant registration and filing procedures with relevant industry and commerce administration authorities; and
(11) do other acts as necessary and appropriate in relation to the proposed New H Shares Issue and the listing of all of the New H Shares on the Hong Kong Stock Exchange.

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

5 November 2018, Hong Kong

Notes:

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 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.
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.
Shareholders who intend to attend the Domestic Share Shareholders Class Meeting, are required to return the notice of attendance to the Company no later than 4:30 p.m. on Friday, 30 November 2018.
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 of directors or governing body of such shareholder.

– 38 –

INITIAL NOTICE OF DOMESTIC SHARE SHAREHOLDERS CLASS MEETING

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 Share Shareholders Class Meeting and exercises the voting right.
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.

For identification purposes only

– 39 –

SUPPLEMENTAL NOTICE OF DOMESTIC SHARE SHAREHOLDERS CLASS MEETING

==> picture [187 x 41] intentionally omitted <==

==> picture [65 x 39] intentionally omitted <==

(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.

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 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.”

– 40 –

SUPPLEMENTAL NOTICE OF DOMESTIC SHARE SHAREHOLDERS CLASS MEETING

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.

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

5 December 2018, Hong Kong

Notes:

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.
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.
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.

– 41 –

SUPPLEMENTAL NOTICE OF DOMESTIC SHARE SHAREHOLDERS CLASS MEETING

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.
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.

For identification purposes only

– 42 –

AI assistant

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

50773_rns_2018-12-04_6804a91f-5b78-4e61-8481-e028e6d3cb67.pdf

(1) PROPOSED ISSUE OF NEW H SHARES UNDER SPECIFIC MANDATE (2) PROPOSED CONSEQUENTIAL AMENDMENTS TO THE ARTICLES OF ASSOCIATION

AND

(3) NOTICES OF THE EGM AND THE CLASS MEETINGS

CONTENTS

DEFINITIONS

(1) PROPOSED ISSUE OF NEW H SHARES UNDER SPECIFIC MANDATE (2) PROPOSED CONSEQUENTIAL AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND (3) NOTICES OF THE EGM AND THE CLASS MEETINGS

INTRODUCTION

PROPOSED ISSUE OF NEW H SHARES UNDER SPECIFIC MANDATE

(1) Issuer of the New H Shares

(2) Class of Shares to be issued

(3) Nominal value per share

(4) Time of issuance

(5) Method of issuance

LETTER FROM THE BOARD

(6) Target investors

(7) Pricing mechanism

(8) Method of subscription

(9) Size of issuance

LETTER FROM THE BOARD

(10) Accumulated profits

(11) Use of proceeds

(i) Repayment of debts

LETTER FROM THE BOARD

(ii) General working capital purposes

(12) Ranking of the New H Shares

(13) Place of the listing of the New H Shares

(14) Validity period of the resolutions

(15) Other relevant authorization

LETTER FROM THE BOARD

LETTER FROM THE BOARD

Conditions to the New H Shares Issue

Listing Application

Reasons for and Benefits of the New H Shares Issue

LETTER FROM THE BOARD

LETTER FROM THE BOARD

Possible Effects of the New H Shares Issue on the Shareholding Structure of the Company

LETTER FROM THE BOARD

LETTER FROM THE BOARD

Equity Fund Raising Activities in the Past 12 months

PROPOSED CONSEQUENTIAL AMENDMENTS TO THE ARTICLES OF ASSOCIATION

LETTER FROM THE BOARD

NOTICES OF THE EGM AND CLASS MEETINGS

RECOMMENDATION

RESPONSIBILITY STATEMENT

NOTICE OF EXTRAORDINARY GENERAL MEETING

SPECIAL RESOLUTIONS

1. TO CONSIDER AND APPROVE THE RESOLUTION IN RELATION TO NEW H SHARES ISSUE UNDER SPECIFIC MANDATE

(4) Time of issuance

(5) Method of issuance

(6) Target investors

(7) Pricing mechanism

(8) Method of subscription

(9) Size of issuance

(10) Accumulated profits

(11) Use of proceeds

(12) Ranking of the New H Shares

(13) Place of listing

(14) Validity period of the resolutions

3. TO CONSIDER AND APPROVE THE RESOLUTION IN RELATION TO CONSEQUENTIAL AMENDMENTS TO THE ARTICLES OF ASSOCIATION ACCORDING TO THE NEW H SHARES ISSUE

INITIAL NOTICE OF EXTRAORDINARY GENERAL MEETING

SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

“(7) Pricing Mechanism

Proxy Forms

5 December 2018, Hong Kong

NOTICE OF H SHARE SHAREHOLDERS CLASS MEETING

SPECIAL RESOLUTIONS

1. TO CONSIDER AND APPROVE THE RESOLUTION IN RELATION TO NEW H SHARES ISSUE UNDER SPECIFIC MANDATE

(4) Time of issuance

(5) Method of issuance

(6) Target investors

(7) Pricing mechanism

(8) Method of subscription

(9) Size of issuance

(10) Accumulated profits

(11) Use of proceeds

(12) Ranking of the New H Shares

(13) Place of listing

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