Guangzhou R&F Properties Co., Ltd. — Proxy Solicitation & Information Statement 2020

Apr 8, 2020

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)

NOTICE OF DOMESTIC SHARE SHAREHOLDERS CLASS MEETING

NOTICE IS HEREBY GIVEN that the class meeting for holders of Domestic Shares (the “ Domestic Share Shareholders Class Meeting ”) of Guangzhou R&F Properties Co., Ltd. (the “ Company ”) for 2020 will be held at 11:45 a.m. on Friday, 29 May 2020 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:

SPECIAL RESOLUTIONS

1. “ To consider and approve the extension of the validity period of applying for the initial public offering and listing of Renminbi ordinary shares (A Shares) within the territory of the PRC.

As the Company convened the extraordinary general meeting, H Share Shareholders Class Meeting and Domestic Share Shareholders Class Meeting on 12 August 2015, the resolution of the Issue Plan in respect of Applying for the Initial Public Offering and Listing of Renminbi Ordinary Shares (A Shares) within the Territory of the PRC《關於申請在中國境內首次公開發行人民幣普通股（ A股）股票並上市的具體發行方案的議案》was considered and approved. A resolution for the extension of the abovementioned resolution was considered and approved at (i) the 2015 annual general meeting, H Share Shareholders Class Meeting and Domestic Share Shareholders Class Meeting on 27 June 2016; (ii) the 2016 annual general meeting, H Share Shareholders Class Meeting and Domestic Share Shareholders Class Meeting on 19 May 2017; (iii) the 2017 annual general meeting, H Share Shareholders Class Meeting and Domestic Share Shareholders Class Meeting on 30 May 2018; and (iv) the 2018 annual general meeting, H Share Shareholders Class Meeting and Domestic Share Shareholders Class Meeting on 30 May 2019 and such resolution will be expired shortly, therefore the approval for the extension of the abovementioned resolution is needed to be granted by the shareholders in the Domestic Share Shareholders Class Meeting. The extension of the validity period shall fall within 12 months since the resolution is considered and approved in the AGM and subsequent Class Meetings (whichever is later) (and valid until the date of the next annual general meeting).

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The Company proposes to apply for the initial public offering and listing of Renminbi ordinary shares (A Shares) on the China Securities Regulatory Commission (the “ CSRC ”). The details are as follows:

1) Class of shares: Renminbi ordinary shares (A Shares); 2) Place of listing: Shanghai Stock Exchange; 3) Issuer: The Company; 4) No. of shares to be Shall not exceed 1.07 billion shares in aggregate through public issued: offering of A Shares by the Company. The final number of A Shares to be issued and the structure of the A Shares offering shall be determined by the Board based on the authority granted by the shareholders in the AGM and Class Meetings and subject to the authorization of the CSRC or the other relevant regulatory authorities of the PRC; 5) Nominal value of the RMB0.25 each; shares to be issued:

• 6) Target subscriber: Qualified participants in the price consultation process and domestic natural or legal persons investors who have opened accounts with the Shanghai Stock Exchange (except those prohibited from subscribing by PRC laws or administrative regulations or other regulatory requirements which the Company is subject);

• 7) Issue price: Based on market condition and the actual situation of the Company, the Board as authorized by the Company’s AGM and Class Meetings, together with the lead underwriter(s), will adopt the method of issue specified in accordance with the Measures on the Administration of Securities Offering and Underwriting《證券 發行與承銷管理辦法》Decree No. 98 issued by the CSRC; or other methods specified by relevant authorities of the PRC;

• 8) Method of issue: By a combination of conducting offline placing market inquiry to the investors in the price consultation process and online subscription pricing method, or other methods approved by the CSRC or the other relevant regulatory authorities in the PRC (the Board shall decide based on the regulatory requirements of the relevant regulatory authorities of the PRC and other market factors);

• 9) Underwriting method: Standby underwriting method;

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10) Use of proceeds:

The Company issued domestic Renminbi ordinary shares (A Shares) to raise funds not more than RMB35 billion, after net of issue cost, which will be used for the following purpose:

Beijing R&F New Town, estimated proceeds to be used – approximately RMB9 billion;

Tianjin R&F New Town, estimated proceeds to be used – approximately RMB7 billion;

Shanghai Hongqiao project, estimated proceeds to be used – approximately RMB5.5 billion;

Meizhou R&F City, estimated proceeds to be used – approximately RMB3 billion;

Harbin R&F City, estimated proceeds to be used – approximately RMB2.5 billion;

Beijing Tongzhou R&F Yunhe No. 10, estimated proceeds to be used – approximately RMB4 billion;

Nanjing R&F Shangyue Court, estimated proceeds to be used – approximately RMB2 billion;

Wuxi R&F No. 10, estimated proceeds to be used – approximately RMB1 billion;

Foshan R&F Plaza, estimated proceeds to be used – approximately RMB1 billion.

If the actual proceeds raised by the issue, after net of issue cost, is less than the aggregate proposed capital contribution raised for the abovementioned projects, the Board of the Company will make the appropriate adjustments to the order and amount of the contribution of the proceeds raised for the abovementioned projects according to the actual needs of the projects, on the conditions that there will be no change in investment projects. In case the actual proceeds raised are less than that required, the Company will raise the difference itself. Before the actual receipt of the proceeds to be raised, 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 according to the relevant regulations and rules;

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• 11) Plan on the allocation After the completion of the issue, all the new and old of accumulated shareholders of the Company shall be entitled to the allocation of profits prior to the the accumulated undistributed profits of the Company prior to the issue: issue date according to their equity interest ratios after this issue; and

• 12) Effective period of the Within 12 months from the date on which it is approved by the resolution: AGM or subsequent Class Meetings of the shareholders (whichever is later) (and valid until the date of the next annual general meeting).”

• “ To consider and approve the extension of the validity period of authorizing the Board to handle matters in relation to the initial public offering and listing of Renminbi ordinary shares (A Shares) with full authority.

As the Company convened the extraordinary general meeting, H Share Shareholders Class Meeting and Domestic Share Shareholders Class Meeting on 12 August 2015, the resolution in respect of authorizing the Board by the Shareholders at the general meeting to handle matters in relation to the Initial Public Offering and Listing of Renminbi Ordinary Shares (A Shares) with full authority 《關於提請股東大會授權董事會全權辦理首次公開發行人民幣普通股（A股）股票並上市等具 體事宜的議案》was considered and approved. A resolution for the extension of the abovementioned resolution was considered and approved at (i) the 2015 annual general meeting, H Share Shareholders Class Meeting and Domestic Share Shareholders Class Meeting on 27 June 2016; (ii) the 2016 annual general meeting, H Share Shareholders Class Meeting and Domestic Share Shareholders Class Meeting on 19 May 2017; (iii) the 2017 annual general meeting, H Share Shareholders Class Meeting and Domestic Share Shareholders Class Meeting on 30 May 2018; and (iv) the 2018 annual general meeting, H Share Shareholders Class Meeting and Domestic Share Shareholders Class Meeting on 30 May 2019 and such resolution will be expired shortly, therefore the approval for the extension of the abovementioned resolution is needed to be granted by the shareholders in the Domestic Share Shareholders Class Meeting. The extension of the validity period shall fall within 12 months since the resolution is considered and approved in the AGM and subsequent Class Meetings (whichever is later) (and valid until the date of the next annual general meeting).

In order to facilitate the issue and listing of A Shares, it is proposed that authority be granted by the shareholders in the Domestic Share Shareholders Class Meeting to the Board which includes but not limited to the followings:

• 1) In accordance with the relevant requirements of the relevant laws and regulations and the relevant securities regulations, the approval of the CSRC and other relevant regulatory authorities of the PRC, the current conditions of the PRC securities market and the proposal in relation to the issue and listing of A Shares approved by the shareholders in the AGM and Class Meetings, be authorized for determining the detailed plan of the issue and listing of A Shares, which include but not limited to, the issue time, number of A shares to be issued, issue price and price determination method, issue structure, target subscribers of A Shares,

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issue methods, nominal value of the issue, the stock exchange for listing, over– allotment, strategic placing, ratios of online and offline subscription, specific subscription methods and relevant matters;

• 2) To handle the reporting and application matters regarding the issue and listing of A Shares, which include but not limited to, the handling of the approval, registration, filing, approval, consent, registration and other formalities with the relevant government authorities, regulatory authorities and the related stock exchange, securities registration and clearing organization regarding the issue and listing of A Shares; approving, signing, executing, amending or completing any agreements, contracts or mandatory documents (include but not limited to letter of intent of issue of shares, prospectus, sponsorship agreement, underwriting agreement, listing agreement, service agreements with the intermediaries, all types of announcements and notices to shareholders etc.) related to the issue and listing of A Shares;

• 3) To make adjustments and changes to the matters involved in the issue and listing of A Shares based on the implementation situations, market conditions, policy adjustments and the opinion of the government and regulatory authorities involved in the issue and listing of A Shares; if there are changes in the policy related to the initial public offering of A Shares, then to adjust and continue to handle the matters of the issue and listing of A Shares according to the new policy;

• 4) To make the necessary or appropriate amendments to the articles of association, rules of procedures and internal rules which are necessitate by the issue and listing of A Shares, and handle the matters related to the approval by the relevant government regulatory authorities, industry and commerce changes registration and the related filing and registration;

• 5) To make necessary or appropriate amendments to the articles of association, rules of procedures and internal rules if they are inconsistent with the regulatory rules or documents issued by the CSRC and/or the relevant stock exchange, or in accordance with the opinion of the CSRC and/or the relevant stock exchange;

• 6) To handle all the matters regarding the use of the proceeds from the issue of A Shares, which include but not limited to, designate bank account for deposit of proceeds, making adjustments and changes of related matters according to the actual situations or the opinion of the relevant government departments during the process of using the proceeds in the projects, making adjustments to the amount of proceeds and/or investment projects within the scope of requirements of the laws and regulations and the resolution of the shareholders in the AGM and Class Meetings according to the requests of the relevant regulatory departments and the actual situations of the market; to handle relevant work involved in investing the proceeds in projects of the public offering, sign material contracts and other relevant legal documents in connection with the use of proceeds in the investment projects of the public offering;

• 7) To engage relevant intermediaries and determine their fees and other A Shares issuing and listing expenses;

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• 8) To handle all matters and taking the necessary expedient or applicable actions connected with the issue and listing of A Shares within the scope permitted by the relevant laws and regulations;

• 9) To decide the stock exchange in which the A Shares are to be listed according to the requirements of the relevant regulatory departments of the PRC and other factors, and to handle all matters of the listing of A Shares in that stock exchange; and

• 10) The authorization shall be valid for 12 months from the date on which it is approved by the shareholders in the AGM and Class Meetings (and valid until the date of the next annual general meeting).”

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1. “ To consider and approve the following amendment to the Articles of Association and to authorize the board of directors of the Company or authorized persons of the board of directors to handle matters in relation to the amendment to the Articles of Association.”

			Provisions of the Articles of Association Provisions of the Articles of Association	Provisions of the Articles of Association Provisions of the Articles of Association	Provisions of the Articles of Association Provisions of the Articles of Association
	No.		before amendments		after amendments
	1		Article 102		Article 102
			A thirty days prior written notice for convening a class shareholders’ meeting ~~A thirty~~ ~~days~~ ~~prior~~ The written notice period for convening a class shareholders’
			shall be given to notify class shareholders meeting shall be the same as the written
			whose names appear in the register of notice period for convening a non-class
			shareholders of the matters proposed to be shareholders’ meeting which is to be
			considered and the date and place of	the convened together with such class
			meeting. Shareholders who intend to attend shareholders’ meeting. The written
			the meeting shall deliver their written notice shall be given to notify class
			replies to the Company twenty days prior shareholders whose names appear in the
			to the date of the meeting.		register of shareholders of the matters
					proposed to be considered and the date and
			If the number of share carrying voting place of the meeting. ~~Shareholders who~~
			rights at the meeting represented by	the ~~intend to attend the meeting shall deliver~~
			shareholders intending to attend	the ~~their written replies to the Company twenty~~
			meeting reaches more than one half of the ~~days prior to the date of the meeting.~~
			total number of shares of such class
			carrying the voting right at the meeting, ~~If the number of share carrying voting~~
			the Company may hold the class meeting; ~~rights at the meeting represented by the~~
			otherwise, the Company shall within	five ~~shareholders~~ ~~intending~~ ~~to~~ ~~attend~~ ~~the~~
			days notify the shareholders, again by	way ~~meeting reaches more than one half of the~~
			of announcement, of the matters proposed ~~total~~ ~~number~~ ~~of~~ ~~shares~~ ~~of~~ ~~such~~ ~~class~~
			to be considered at, and the date and place ~~carrying the voting right at the meeting,~~
			for, the meeting. The Company may	then ~~the Company may hold the class meeting;~~
			proceed to hold the meeting.		~~otherwise, the Company shall within five~~
					~~days notify the shareholders, again by way~~
					~~of announcement, of the matters proposed~~
					~~to be considered at, and the date and place~~
					~~for, the meeting. The Company may then~~
					~~proceed to hold the meeting.~~

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

Chairman

9 April 2020, Hong Kong

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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 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.

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. 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, 8 May 2020 (20 days before the date of meeting).

4. 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.

5. 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.

6. 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 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 purpose only

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