Longfor Group Holdings Limited — Proxy Solicitation & Information Statement 2011

Apr 1, 2011

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 Longfor Properties Co. Ltd. , you should at once hand this circular with the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or 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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LONGFOR PROPERTIES CO. LTD. 龍湖地產有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 960)

PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Longfor Properties Co. Ltd. to be held at 35/F, Central Plaza, 18 Harbour Road, Wan Chai, Hong Kong on 9 May 2011 at 3:00 p.m. is set out on pages 12 to 15 of this circular. A form of proxy for your use at the annual general meeting is enclosed with this circular. Whether or not you propose to attend the annual general meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return the same to the Company’s branch registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding of the annual general meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the annual general meeting should you so desire.

Hong Kong, 4 April 2011

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Chairman
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
General Mandate to Repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Re-election of the retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Action to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Voting by way of poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Appendix I — Explanatory statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix II — Details of Directors proposed to be re-elected . . . . . . . . . . . . . . . . . . .	9
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12

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DEFINITIONS

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

• “Annual General Meeting”

the annual general meeting of the Company to be held at 35/F, Central Plaza, 18 Harbour Road, Wan Chai, Hong Kong on 9 May 2011 at 3:00p.m.

• “Articles of Association”

• the articles of association of the Company as amended, supplemented or modified from time to time

• “Company”

Longfor Properties Co. Ltd., an exempted company incorporated in the Cayman Islands on 21 December 2007 with limited liability, with its Shares listed on the Stock Exchange on 19 November 2009

• “Directors”

the directors of the Company

• “Hong Kong”

• the Hong Kong Special Administrative Region of The People’s Republic of China

• “Latest Practicable Date”

• 29 March 2011 being the latest practicable date prior to the printing of this circular for ascertaining certain information referred to in this circular

• “Listing Rules”

• the Rules Governing the Listing of Securities on the Stock Exchange

• “PRC”

• the People’s Republic of China

• “Repurchase Resolution”

• the proposed ordinary resolution as referred to in ordinary resolution no.6 of the notice of the Annual General Meeting

• “Repurchase Mandate”

• a general mandate proposed to be granted to the Directors to exercise the power of the Company to repurchase during the period as set out in the Repurchase Resolution, Shares up to a maximum of 10% of the issued share capital of the Company as at the date of passing the Repurchase Resolution

• “Share(s)”

• share(s) of HK$0.10 each in the share capital of the Company

• “Shareholder(s)”

• registered holder(s) of Shares

• “SFO”

the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong, as amended, supplemented or modified from time to time

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	DEFINITIONS
“Share Issue Mandate”	a general mandate proposed to be granted to the Directors to
	exercise the power of the Company to allot, issue and deal
	with Shares during the period as set out in the proposed
	ordinary resolution as referred to in ordinary resolution no. 5
	up to a maximum of 20 per cent. of the issued share capital of
	the Company as at the date of passing of the resolution
	approving the Share Issue Mandate
“Share Repurchase Rules”	the relevant rules set out in the Listing Rules to regulate the
	repurchase by companies with primary listing on the Stock
	Exchange of their own securities on the Stock Exchange
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	the Hong Kong Codes on Takeovers and Mergers
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“%”	per cent.

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LETTER FROM THE CHAIRMAN

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LONGFOR PROPERTIES CO. LTD.

龍湖地產有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code:960)

Executive Directors: Madam WU Yajun (Chairman) Mr. FANG Shengtao Mr. CHEN Kai Mr. QIN Li Hong

Independent Non-executive Directors: Mr. CHAN Chi On, Derek Mr. Frederick Peter CHURCHOUSE Dr. XIANG Bing

Registered Office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Principal Place of Business in Hong Kong: 15/F, 1 Duddell Street, Central, Hong Kong Hong Kong, 4 April 2011

To the Shareholders,

Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding resolutions to be proposed at the Annual General Meeting relating to the granting to the Directors of the Share Issue Mandate, the Repurchase Mandate and the extension of the Share Issue Mandate and the re-election of retiring Directors; and to seek your approval of the relevant ordinary resolutions relating to these matters at the Annual General Meeting.

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LETTER FROM THE CHAIRMAN

GENERAL MANDATE TO ISSUE SHARES

On 26 May 2010, the Shareholders passed an ordinary resolution to give a general mandate to the Directors to exercise the powers of the Company to issue Shares. Such mandate will lapse at the conclusion of the Annual General Meeting. The Directors propose to seek your approval of the Share Issue Mandate to be proposed at the Annual General Meeting.

As at the Latest Practicable Date, the issued share capital of the Company comprised 5,155,050,000 Shares. Subject to passing of the resolution approving the Share Issue Mandate and on the basis that no further Shares are issued prior to the Annual General Meeting, the Company would be allowed under the resolution approving the Share Issue Mandate to issue a maximum of 1,031,010,000 Shares representing not more than 20% of the issued share capital of the Company as at the Latest Practicable Date.

Details of the Share Issue Mandate and the extension of the Share Issue Mandate are set out in ordinary resolutions as referred to in resolutions nos. 5 and 7 respectively of the notice of the Annual General Meeting.

GENERAL MANDATE TO REPURCHASE SHARES

On 26 May 2010, the Shareholders passed an ordinary resolution to give a general mandate to the Directors to exercise the powers of the Company to repurchase Shares. Such mandate will lapse at the conclusion of the Annual General Meeting. The Directors propose to seek your approval of the Repurchase Resolution to be proposed at the Annual General Meeting.

As at the Latest Practicable Date, the issued share capital of the Company comprised 5,155,050,000 Shares. Assuming that there is no change in the issued share capital between the period from the Latest Practicable Date and the date of passing the Repurchase Resolution, the maximum number of Shares which may be repurchased pursuant to the Repurchase Mandate as at the date of passing the Repurchase Resolution will be 515,505,000 Shares.

An explanatory statement as required under the Share Repurchase Rules to provide the requisite information of the Repurchase Mandate is set out in the Appendix I to this circular.

RE-ELECTION OF THE RETIRING DIRECTORS

The board of directors currently comprises seven Directors, of which four are Executive Directors, namely Madam WU Yajun, Mr. FANG Shengtao, Mr. CHEN Kai, Mr. QIN Li Hong; and three are Independent Non-Executive Directors, namely Mr. CHAN Chi On, Derek, Mr. Frederick Peter CHURCHOUSE, Mr. XIANG Bing.

Pursuant to article 84 of the Articles of Association, , Mr. FANG Shengtao, Mr. CHEN Kai, Mr. QIN Li Hong will retire by rotation at the Annual General Meeting and, being eligible, offer themselves for re-election.

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LETTER FROM THE CHAIRMAN

Details of the retiring Directors proposed to be re-elected in the Annual General Meeting are set out in the Appendix I to this circular.

ANNUAL GENERAL MEETING

At the Annual General Meeting, ordinary resolutions will be proposed to approve the Share Issue Mandate, the Repurchase Mandate and the extension of the Share Issue Mandate and the re-election of retiring Directors. The notice of the Annual General Meeting is set out on pages 12 to 15 of this circular.

ACTION TO BE TAKEN

A form of proxy for use at the Annual General Meeting is enclosed with this circular. Whether or not you propose to attend the Annual General Meeting, you are requested to complete the form of proxy and return it to the Company’s branch registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the Annual General Meeting or any adjourned meeting if you so desire.

VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules, all votes at the Annual General Meeting will be taken by poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

RECOMMENDATION

The Directors believe that the granting of the Share Issue Mandate, the Repurchase Mandate and the extension of the Share Issue Mandate and the re-election of the retiring Directors are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that all Shareholders should vote in favour of the resolutions to be proposed at the Annual General Meeting to give effect to them.

Yours faithfully By Order of the Board Longfor Properties Co. Ltd. WU Yajun Chairman

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EXPLANATORY STATEMENT

APPENDIX I

This appendix serves as an explanatory statement, as required by the Share Repurchase Rules, to provide requisite information to you for your consideration of the proposal to permit the repurchase of Shares up to a maximum of 10% of the issued share capital of the Company as at the date of passing the Repurchase Resolution.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 5,155,050,000 Shares.

Subject to the passing of the Repurchase Resolution and on the basis that no further Shares are issued or repurchased prior to the Annual General Meeting, the Company would be allowed under the Repurchase Resolution to repurchase a maximum of 515,505,000 Shares representing not more than 10% of the issued share capital of the Company as at the Latest Practicable Date.

2. REASONS FOR REPURCHASE

Although the Directors have no present intention of repurchasing any Shares, the Directors believe that the Repurchase Mandate is in the best interests of the Company and its Shareholders. Such repurchase may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets and/or earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and its Shareholders.

3. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds entirely from the Company’s available cashflow or working capital facilities which will be legally available for such purpose in accordance with its memorandum of association and Articles of Association, the Companies Law of the Cayman Islands and any other applicable law.

There might be an adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the audited financial statements contained in the Company’s annual report for the year ended 31 December 2010 in the event that the Repurchase Mandate were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

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EXPLANATORY STATEMENT

APPENDIX I

4. SHARES PRICES

The table below is a summary of the monthly highest and lowest traded prices in each of the previous twelve months preceding the Latest Practicable Date:

	**Shares Traded **	Price
	Highest	Lowest
	HK$	HK$
2010
March	8.93	8.04
April	8.94	7.00
May	7.96	6.87
June	8.20	7.15
July	8.92	7.59
August	8.98	7.82
September	9.50	8.69
October	9.76	8.93
November	10.50	9.15
December	11.50	9.94
2011
January	13.00	10.62
February	12.42	9.88
March (up to the Latest Practicable Date)	12.52	10.50

5. UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate and in accordance with the Listing Rules, the memorandum of association and articles of association of the Company, the laws of Hong Kong and the applicable laws of the Cayman Islands.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their associates (as defined in the Listing Rules), have any present intention to sell any Shares to the Company or its subsidiaries under the Repurchase Mandate if such is approved by the Shareholders.

No connected persons (as defined in the Listing Rules) have notified the Company that they have a present intention to sell Shares to the Company or its subsidiaries, or have undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

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EXPLANATORY STATEMENT

APPENDIX I

6. EFFECT OF TAKEOVERS CODE AND PUBLIC PLOAT

If on the exercise of the power to repurchase Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert could obtain or consolidate control of the Company and become(s) obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, Madam Wu Yajun and her husband, Mr. Cai Kui were beneficially interested in an aggregate of 3,906,231,000 Shares, representing approximately 75.77% of the issued share capital of the Company. Based on such shareholdings and in the event that the Directors exercised in full the power to repurchase Shares pursuant to the Repurchase Mandate, the aggregate shareholding of Madam Wu Yajun and Mr. Cai Kui would be increased to approximately 84.19% of the issued share capital of the Company. The Directors are not aware of any consequence which may arise under the Takeovers Code as a consequence of any repurchases made under the Repurchase Mandate.

The Directors will use their best endeavours to ensure that the Repurchase Mandate will not be exercised to the extent that the number of Shares held by the public would be reduced to less than the public float percentage of approximately 22.33% of the issued share capital of the Company. Detail about the public float percentage is set out in page 55 of the 2010 annual report.

7. SHARES REPURCHASE MADE BY THE COMPANY

The Company has not repurchased any Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

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APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

The following are the particulars of the Directors proposed to be re-elected at the Annual General Meeting in accordance with the Articles of Association:

Mr. Fang Shengtao (房晟陶) , aged 37, was appointed as executive director and Chairman of Remuneration Committee of the Company on 15 January 2008. Mr. Fang is the Chief Human Resources Officer of the Group. Mr. Fang joined the Group in 2005. Mr. Fang graduated from the Department of Mechanical Engineering of Tsinghua University (清華大學) in 1995 with a Bachelor’s degree in Engineering and obtained a Master of Business Administration degree from INSEAD in 2002. Prior to joining the Group, Mr. Fang worked for Procter & Gamble (Guangzhou) Ltd and founded the Shanghai Tuosheng Associates, a human resources consulting company.

Mr. Fang has entered into a service contract as an executive director with the Company for a term of 3 years .He is also subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the articles of association of the Company. Mr. Fang received emoluments in a total sum of RMB10,002,000 for the year ended 31 December 2010. But, he did not receive any director’s fee for the said year. The director’s emoluments of Mr. Fang was determined by board of directors of the Company based on the recommendations of the remuneration committee and nomination committee of the Company, with reference to his duties and responsibilities with the Company and the market rate for his positions.

Mr. Fang has personal interest in 2,427,750 shares of the Company, options to subscribe for 32,940,000 shares of the Company granted under the Company’s Pre-IPO share option scheme and 2,084,250 awarded shares of the Company granted under the Company’s Pre-IPO share awarded scheme within the meaning of Part XV of the SFO.

Save as disclosed above, (i) Mr. Fang has not held any other positions with any members of the Group; (ii) is not related to any director, senior management, substantial shareholder or controlling shareholder of the Company or other members of the Group; (iii) is not interested in the shares of the Company within the meaning of Part XV of the SFO; and (iv) has not held any other directorships in any other listed public companies in the last three years.

Save as disclosed above, Mr. Fang has confirmed that there is no other information required to be brought to the attention of the shareholders and the Company or to be disclosed pursuant to Rule 13.51(2) of the Listing Rules in relation to his re-election as director of the Company.

Mr. Chen Kai (陳凱) , aged 41, was appointed as executive director of the Company on 8 September 2009, and is the General Manager of the Operation and Business Development Department of the Group. Mr. Chen joined the Group in 2008. Mr. Chen graduated from the Zhejiang University with a Master’s degree in Engineering in 1995. Prior to joining the Group, Mr Chen worked for China Resources Group and served as the executive director and assistant general manager of China Resources Land Limited, a company listed on the Stock Exchange of Hong Kong.

Mr. Chen has entered into a service contract as an executive director with the Company for a term of 3 years. He is also subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the articles of association of the Company. Mr. Chen received emoluments in a total sum of RMB21,011,000 for the year ended 31 December 2010. But, he did not

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APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

receive any director’s fee for the said year. The director’s emoluments of Mr. Chen was determined by board of directors of the Company based on the recommendations of the remuneration committee and nomination committee of the Company, with reference to his duties and responsibilities with the Company and the market rate for his positions.

Mr. Chen has personal interest in 2,550,000 shares of the Company, options to subscribe for 6,000,000 shares of the Company granted under the Company’s Post-IPO share option scheme and 850,000 awarded shares of the Company granted under the Company’s Pre-IPO share awarded scheme within the meaning of Part XV of the SFO.

Save as disclosed above, (i) Mr. Chen has not held any other positions with any members of the Group; (ii) is not related to any director, senior management, substantial shareholder or controlling shareholder of the Company or other members of the Group; (iii) is not interested in the shares of the Company within the meaning of Part XV of the SFO; and (iv) has not held any other directorships in any other listed public companies in the last three years.

Save as disclosed above, Mr. Chen has confirmed that there is no other information required to be brought to the attention of the shareholders and the Company or to be disclosed pursuant to Rule 13.51(2) of the Listing Rules in relation to his re-election as director of the Company.

Mr. Qin Lihong (秦力洪) , aged 37, was appointed as executive director of the Company on 8 September 8 2009 and is the General Manager of the Group’s Customer and Corporate Branding Department. Mr. Qin joined the Group in 2008. Mr. Qin graduated from the School of International Studies of Peking University in 1999 with a Master degree in Law. He further obtained a Master’s degree in Public Policy (MPP) from John Fitzgerald Kennedy School of Government, Harvard University in 2001.Prior to joining the Group, Mr. Qin worked in the Marketing Department of Procter & Gamble (Guangzhou) Ltd., Roland Berger Strategy Consultant sand Anhui Chery Automobile Sales and Service Company.

Mr. Qin has entered into a service contract as an executive director with the Company for a term of 3 years. He is also subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the articles of association of the Company. Mr. Qin received emoluments in a total sum of RMB15,353,000 for the year ended 31 December 2010. But, he did not receive any director’s fee for the said year. The director’s emoluments of Mr. Qin was determined by board of directors of the Company based on the recommendations of the remuneration committee and nomination committee of the Company, with reference to his duties and responsibilities with the Company and the market rate for his positions.

Mr. Qin has personal interest in 1,078,250 shares of the Company, options to subscribe for 6,000,000 shares of the Company granted under the Company’s Post-IPO share option scheme and 2,321,750 awarded shares of the Company granted under the Company’s Pre-IPO share awarded scheme within the meaning of Part XV of the SFO.

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

Save as disclosed above, (i) Mr. Qin has not held any other positions with any members of the Group; (ii) is not related to any director, senior management, substantial shareholder or controlling shareholder of the Company or other members of the Group; (iii) is not interested in the shares of the Company within the meaning of Part XV of the SFO; and (iv) has not held any other directorships in any other listed public companies in the last three years.

Save as disclosed above, Mr. Qin has confirmed that there is no other information required to be brought to the attention of the shareholders and the Company or to be disclosed pursuant to Rule 13.51(2) of the Listing Rules in relation to his re-election as director of the Company.

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NOTICE OF ANNUAL GENERAL MEETING

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LONGFOR PROPERTIES CO. LTD.

龍湖地產有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code:960)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of Longfor Properties Co. Ltd. (“the Company”) will be held at 35/F, Central Plaza, 18 Harbour Road, Wan Chai, on 9 May, 2011 at 3:00 p.m. for the following purposes:-

1. To receive and consider the audited consolidated financial statements, the report of the directors and the independent auditors’ report for the year ended 31st December 2010;

2. To declare a final dividend of RMB0.1 per share for the year ended 31 December 2010;

3. To re-elect directors and authorize the board of directors to fix the directors’ remuneration;

4. To re-appoint Deloitte Touche Tohmatsu as auditors and to authorize the board of directors to fix the auditors’ remuneration;

5. To consider and, if thought fit, pass with or without amendments the following resolution as an ordinary resolution:-

“THAT:

• (a) subject to paragraph (c) of this Resolution, and pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”), the exercise by the directors of the Company (the “Directors”) during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares of HK$0.10 each in the capital of the Company (the “Shares”) or securities convertible into Shares and to make or grant offers, agreements and options (including but not limited to warrants, bonds and debentures convertible into Shares) which might require the exercise of such power be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) of this Resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including but not limited to warrants, bonds and debentures convertible into Shares) which might require the exercise of such power during or after the end of the Relevant Period;

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NOTICE OF ANNUAL GENERAL MEETING

• (c) the aggregate nominal amount of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) of this Resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) the exercise of rights of subscription or conversion under the terms of any warrants or other securities issued by the Company as at the date of this Resolution carrying a right to subscribe for or purchase Shares or otherwise convertible into Shares; or (iii) the exercise of the subscription rights under the share option schemes of the Company; or (iv) any scrip dividend scheme or similar arrangement for the grant or issue of shares or rights to acquire Shares of the Company, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this Resolution and the said approval shall be limited accordingly;

• (d) for the purpose of this Resolution: -

“Relevant Period” means the period from the passing of this Resolution until whichever is the earlier of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by the articles of association of the Company and any applicable laws.”

• (iii) the revocation or variation of the authority given under this Resolution by ordinary resolution of the shareholders of the Company in general meeting; and

“Rights Issue” means an offer of Shares open for a period fixed by the Directors to holders of Shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company).”

1. To consider and, if thought fit, pass with or without amendments the following resolution as an ordinary resolution:-

“THAT:

• (a) subject to paragraph (b) of this Resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase Shares on The Stock Exchange of Hong Kong Limited subject to and in accordance with all applicable laws and/or the requirements of the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time, be and is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

• (b) the aggregate nominal amount of the Shares to be repurchased pursuant to the approval in paragraph (a) of this Resolution shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this Resolution and the said approval shall be limited accordingly; and

• (c) for the purpose of this Resolution:-

“Relevant Period” means the period from the passing of this Resolution until whichever is the earlier of:-

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by the articles of association of the Company and any applicable laws; and

• (iii) the revocation or variation of the authority given under this Resolution by ordinary resolution of the shareholders of the Company in general meeting.”

• To consider and, if thought fit, pass with or without amendments the following resolution as an ordinary resolution:

“THAT subject to the passing of ordinary resolutions numbered 5 and 6 above, the general mandate granted to the Directors pursuant to ordinary resolution numbered 5 be and is hereby extended by the addition to the aggregate nominal amount of the share capital of the Company which may be allotted and issued or agreed to be allotted and issued by the Directors pursuant to such general mandate of an amount representing the aggregate nominal value of the share capital of the Company repurchased by the Company under the authority granted pursuant to ordinary resolution numbered 6, provided that such extended amount shall not exceed 10% of the aggregate nominal value of share capital of the Company in issue as at the date of passing of the said Resolution.”

By Order of the Board Longfor Properties Co. Ltd. WU Yajun Chairman

Hong Kong, 4 April 2011

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

• (a) A member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a member of the Company but must attend the meeting in person to represent you.

• (b) To be valid, a form of proxy and the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority, must be deposited at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or the adjourned meeting (as the case may be).

• (c) The register of members will be closed from 27 April 2011, to 9 May 2011, both days inclusive, during which period no transfer of shares will be registered. In order to qualify for the proposed final dividend, and to determine the identity of the shareholders entitled to attend and vote at the Meeting, all completed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. on 26 April 2011.

• (d) An explanatory statement containing further details regarding ordinary resolutions numbered 5 to 7 above will be sent to shareholders together with the 2010 Annual Report.

• (e) With regard to item no.3 in this notice, details of the retiring Directors, namely Mr. Fang Shengtao, Mr. Chen Kai, Mr. Qin Lihong, proposed be re-elected as directors of the Company are set out in the Appendix II to the circular to shareholders of the Company dated 4 April 2011.

• (f) Voting for the ordinary resolutions set out in the notice will be taking by poll.

As at the date of this notice, the Company’s directors are Madam Wu Yajun, Mr. Fang Shengtao, Mr. Chen Kai, Mr. Qin Lihong, Mr. Frederick Peter Churchouse, Mr.Chan Chi On, Derek and Dr. Xiang Bing*.

* Independent non-executive director

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