Guangzhou R&F Properties Co., Ltd. — Proxy Solicitation & Information Statement 2024

Feb 27, 2024

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 EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the “ EGM ”) of Guangzhou R&F Properties Co., Ltd. (the “ Company ”) will be held at the Conference Room, 54/F., R&F Center, No. 10 Huaxia Road, Pearl River New Town, Guangzhou, the PRC on 18 March 2024 (Monday) at 11:00 a.m. for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolution of the Company:

ORDINARY RESOLUTION

1. “ THAT

   • (a) the agreement (the “ Agreement ”) proposed to be entered into between R&F Properties (HK) Company Limited and London One Limited (the form of which is tabled at the meeting and marked “A” and signed by the chairman of the meeting for identification purpose) in relation to, among other matters, the proposed disposal of the entire issued share capital of R&F International Real Estate Investment Co. Limited, and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and

   • (b) any one director or the company secretary of the Company be and is hereby authorised to, on behalf of the Company, do all such acts and sign, seal, execute and deliver all such documents and take all such actions as he/she may consider necessary, appropriate, desirable or expedient for the purpose of or in connection with or to give effect to the Agreement and the transactions contemplated thereunder.”

On behalf of the Board Guangzhou R&F Properties Co., Ltd. Li Sze Lim

Chairman

27 February 2024, Hong Kong

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Notes:

1. Any shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote on behalf of him. A proxy need not be a shareholder of the Company.

2. A form of proxy for the EGM is enclosed. In order to be valid, a form of proxy, together with the power of attorney or other authority (if any), under which the form is signed must be deposited at the Company’s H share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited of 17M/F., Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 24 hours before the time fixed for holding the meeting.

3. Completion and return of the form of proxy will not preclude shareholders of the Company from attending and voting in person at the meeting or any adjourned meeting or upon the poll concerned if the shareholders of the Company so wish. In such event, the instrument appointing the proxy shall be deemed to be revoked.

4. To determine the entitlement of the members of the Company to attend and vote at the EGM, the register of members of the Company will be closed on Wednesday, 13 March 2024 to Monday, 18 March 2024, both days inclusive. In order to qualify for attending and voting at the EGM, all transfer documents should be lodged for registration with 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 later than 4:30 p.m. on Tuesday, 12 March 2024.

As at the date of this announcement, the executive directors of the Company are Dr. Li Sze Lim, Mr. Zhang Hui and Mr. Xiang Lijun; the non-executive directors are Ms. Zhang Lin and Ms. Li Helen; and the independent non-executive directors are Mr. Zheng Ercheng, Mr. Ng Yau Wah, Daniel and Mr. Wong Chun Bong.

• For identification purposes only

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