Longfor Group Holdings Limited — Proxy Solicitation & Information Statement 2012

Apr 10, 2012

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, Wanchai, HongKong on Thursday, 17 May 2012 at 3:00pm is set out on pages 15 to 18 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 form of proxy will not preclude you from attending and voting in person at the annual general meeting should you so desire.

Hong Kong, 11 April 2012

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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

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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, Wanchai, Hong Kong on Thursday, 17 May 2012 at 3:00pm

• “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 PRC

• “Latest Practicable Date”

• 5 April 2012 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

• “SFO”

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

• “Share(s)”

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

• “Shareholder(s)”

• registered holder(s) of Shares

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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,
	Shares up to a maximum of 20% 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. SHAO Mingxiao (Chief Executive Officer) Mr. ZHOU Dekang Mr. QIN Lihong Mr. FENG Jinyi Mr. WEI Huaning Mr. FANG Shengtao

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

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, 11 April 2012

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 9 May 2011, 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 9 May 2011, 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 eleven Directors, of which seven are Executive Directors, namely Madam WU Yajun, Mr. SHAO Mingxiao, Mr. ZHOU Dekang, Mr. QIN Lihong, Mr. FENG Jinyi, Mr. WEI Huaning and Mr. FANG Shengtao; and four are Independent Non-Executive Directors, namely Mr. Frederick Peter CHURCHOUSE, Mr. CHAN Chi On, Derek, Mr. XIANG Bing and Mr. ZENG Ming.

Pursuant to Article 84 of the Articles of Association, Mr. CHAN Chi On, Derek and Mr. XIANG Bing 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

Pursuant to Article 83(3) of the Articles of Association, Mr. SHAO Mingxiao, Mr. ZHOU Dekang, Mr. FENG Jinyi, Mr. WEI Huaning and Mr. ZENG Ming will hold office until the next following general meeting of the Company. They, being eligible, will offer themselves for re-election at the Annual General Meeting.

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 15 to 18 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, any vote of Shareholders at a general meeting must be taken by poll except where the Chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. 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, the 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 2011 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$
2011
April	13.50	11.98
May	13.38	11.40
June	12.40	10.96
July	14.16	11.48
August	12.78	9.9
September	11.96	7.29
October	11.00	6.52
November	10.30	7.36
December	10.08	8.40
2012
January	10.78	7.55
February	11.98	9.74
March	11.84	10.06
April (up to the Latest Practicable Date)	11.92	10.90

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 22.33% of the issued share capital of the Company. Detail about the public float percentage is set out in page 59 of the 2011 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. SHAO Mingxiao , aged 45, was appointed as executive director of the Company on 3 June 2011, and as the chief executive officer of the Company on 15 August 2011. Mr. SHAO joined the Group in 2006 Mr. SHAO graduated from Renmin University of China with a Master of Economics degree in 1992. Prior to joining the Group, Mr. SHAO served as the deputy general manager of Hangyu Economic Development Company, a subsidiary of the Beijing Capital Group, and Beijing Xinlian Xiechuang Real Estate Development Limited respectively. Mr. SHAO was also the general manager of Beijing Zhongjing Yiyuan Real Estate Development Limited and the director of real estate development division of Beijing Hualian Group.

Mr. SHAO has entered into a service contract as an executive director with the Company for a term of 3 years from 3 June 2011. 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. Mr. SHAO received emoluments in a total sum of RMB19,281,000 for the year ended 31 December 2011. But, he did not receive any director’s fee for the said year. The director’s emoluments of Mr. SHAO was determined by board of Directors based on the recommendations of the remuneration committee of the Company, with reference to his duties and responsibilities with the Company and the prevailing market rate for his positions.

Mr. SHAO has personal interest in 3,555,750 Shares, options to subscribe for 31,600,000 Shares granted under the Company’s Post-IPO share option scheme, has interest in 32,940,000 pre-IPO options granted under the Company’s Pre-IPO share option scheme through a discretionary trust and has interest in 956,250 awarded Shares granted under the Company’s Pre-IPO share awarded scheme through a trust within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. SHAO (i) 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 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. SHAO 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.

Mr. ZHOU Dekang , aged 44, was appointed as executive director of the Company on 3 June 2011, and is the chief operation officer of the Group. Mr. ZHOU joined the Group in 2005. Mr. ZHOU graduated from the Architecture Institute of Chongqing Jianzhu University and obtained a Bachelor’s degree majoring in Architecture in 1989. Prior to joining the Group, Mr. ZHOU had been the head of the construction division of the Chongqing City Planning and Design Research Institute and a director in charge of design at Chengdu Bo Rui Real Estate Development Limited.

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APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

Mr. ZHOU has entered into a service contract as an executive director with the Company for a term of 3 years from 3 June 2011. 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. Mr. ZHOU received emoluments in a total sum of RMB11,550,000 for the year ended 31 December 2011. But, he did not receive any director’s fee for the said year. The director’s emoluments of Mr. ZHOU was determined by board of Directors based on the recommendations of the remuneration committee of the Company, with reference to his duties and responsibilities with the Company and the prevailing market rate for his positions.

Mr. ZHOU has personal interest in 3,370,500 Shares, options to subscribe for 5,200,000 Shares granted under the Company’s Post-IPO share option scheme, has interest in 32,940,000 pre-IPO options granted under the Company’s Pre-IPO share option scheme through a discretionary trust and has interest in 1,141,500 awarded Shares granted under the Company’s Pre-IPO share awarded scheme through a trust within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. ZHOU (i) 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 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. ZHOU 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.

Mr. FENG Jinyi , aged 40, was appointed as executive director of the Company on 3 June 2011, and is the chief business development officer of the Group. Mr. FENG joined the Group in 2008. Mr. FENG graduated from Changsha Communication College (currently known as Changsha University of Science & Technology) in 1994 with a Bachelor’s degree in Engineering. Prior to joining the Group, Mr. FENG worked for No. 3 Aviation Engineering Design Institute Co., Ltd., Shanghai Kangqiao Bandao (Group) Co., Ltd. and Zhejiang Jubao Real Estate Co., Ltd..

Mr. FENG has entered into a service contract as an executive director with the Company for a term of 3 years from 3 June 2011. 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. Mr. FENG received emoluments in a total sum of RMB11,147,000 for the year ended 31 December 2011. But, he did not receive any director’s fee for the said year. The director’s emoluments of Mr. FENG was determined by board of Directors based on the recommendations of the remuneration committee of the Company, with reference to his duties and responsibilities with the Company and the prevailing market rate for his positions.

Mr. FENG has personal interest in 750,000 Shares, options to subscribe for 9,800,000 Shares granted under the Company’s Post-IPO share option scheme, has interest in 32,940,000 pre-IPO options granted under the Company’s Pre-IPO share option scheme through a discretionary trust and has interest in 1,250,000 awarded Shares granted under the Company’s Pre-IPO share awarded scheme through a trust within the meaning of Part XV of the SFO.

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APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

Save as disclosed above, Mr. FENG 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.

Mr. WEI Huaning , aged 34, was appointed as executive director of the Company on 3 June 2011, and is the chief financial officer of the Group. He joined the Group in 2006 and has served as the Head of Strategic Management Centre and Operational Management Centre. He is the general manager of Finance Department of the Group since June 2010. Mr. WEI holds a Doctoral degree in management from the Shanghai University of Finance and Economics (School of Accountancy) and specialises in Research on Corporate Strategy and Execution. Prior to joining the Group, he has previously worked as a researcher at Center for Strategy and Execution of Cheung Kong Research Institute in Cheung Kong Graduate School of Business.

Mr. WEI has entered into a service contract as an executive director with the Company for a term of 3 years from 3 June 2011. 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. Mr. WEI received emoluments in a total sum of RMB13,412,000 for the year ended 31 December 2011. But, he did not receive any director’s fee for the said year. The director’s emoluments of Mr. WEI was determined by board of Directors based on the recommendations of the remuneration committee of the Company, with reference to his duties and responsibilities with the Company and the prevailing market rate for his positions.

Mr. WEI has personal interest in 313,000 Shares, options to subscribe for 10,600,000 Shares granted under the Company’s Post-IPO share option scheme, has interest in 32,940,000 pre-IPO options granted under the Company’s Pre-IPO share option scheme through a discretionary trust and has interest in 100,000 awarded Shares granted under the Company’s Pre-IPO share awarded scheme through a trust and has family interest in 3,428,500 Shares within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. WEI (i) 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 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. WEI 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.

Mr. CHAN Chi On, Derek , aged 48, was appointed as independent non-executive director, chairman of the audit committee and the member of the remuneration committee of the Company on 1 November 2009. Mr. CHAN is a executive director of Haitong International Securities Group Limited, a company listed on the Stock Exchange of Hong Kong and is also currently the managing director of Haitong International Capital Limited, in charge of its corporate finance division. Mr. CHAN graduated from the University of Hong Kong with a Bachelor degree in Social Sciences (majoring in Economics) in 1985 and from the Hong Kong University of Science & Technology with

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APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

a Master degree in Business Administration in 1994. Between 1989 and 1996, he worked for The Stock Exchange of Hong Kong Limited. He is an independent non-executive director of GZI REIT Asset Management Limited and Sheng Yuan Holdings Limited, both companies are listed on the Stock Exchange of Hong Kong and is also an adjunct professor in the School of Accounting and Finance of the Hong Kong Polytechnic University. Mr. CHAN possesses over 20 years of experience in the financial services industry.

Mr. CHAN has entered into a service contract as an independent non-executive director with the Company for a term of 3 years commencing from 1 November 2009. He is subject to retirement and re-election at the annual general meeting in accordance with the Articles of Association. Under the service contract, Mr. CHAN will receive an annual fee of HK$300,000 per annum which was determined by board of Directors based on the recommendations of the remuneration committee of the Company with reference to his duties and responsibilities with the Company and the prevailing market rate for his positions.

Mr. CHAN has personal interest in share options to subscribe for 600,000 Shares granted under the Company’s Post-IPO share option scheme within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. CHAN (i) 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 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. CHAN 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.

Mr. XIANG Bing , aged 49, was appointed as independent non-executive director, member of the audit committee and the remuneration committee of the Company on 1 November 2009. He obtained a Doctoral degree in accounting from the University of Alberta in Canada. Mr. XIANG is currently the founding dean and professor of the Cheung Kong Graduate School of Business. Mr. XIANG is an independent non-executive director of Dan Form Holdings Company Limited, HC International, Inc., Enerchina Holdings Limited, Sinolink Worldwide Holdings Limited, China Dongxiang (Group) Co., Ltd , Peak Sport Products Co., Limited and Guangzhou Automobile Group Co., Ltd.. All of the above mentioned companies are listed on the Hong Kong Stock Exchange. Mr. XIANG is an independent non-executive director LDK Solar Co., Ltd., Perfect World Co., Ltd., Ehouse (China) Holdings Limited. All of the above mentioned companies are listed in the U.S. Mr. XIANG is an independent non-executive director of Yunnan Baiyao Group Co., Ltd, a company listed on the Shenzhen Stock Exchange.

In the past 3 years, Mr. XIANG was an independent director of Shaanxi Qinchuan Machinery Development Co., Ltd., Guangdong Midea Electric Appliances Co., Ltd., TCL Corporation., Shenzhen Terca Technology Co., Ltd.. All of these companies are listed on Shenzhen Stock Exchange. Mr. XIANG also was an independent non-executive director of Jutal offshore Oil Services Limited, a company listed on the Hong Kong Stock Exchange.

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APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

Mr. XIANG has entered into a service contract as an independent non-executive director with the Company for a term of 3 years commencing from 1 November 2009. He is subject to retirement and re-election at the annual general meeting in accordance with the Articles of Association. Under the service contract, Mr. XIANG will receive an annual fee of HK$300,000 per annum which was determined by board of Directors based on the recommendations of the remuneration committee of the Company with reference to his duties and responsibilities with the Company and the prevailing market rate for his positions.

Mr. XIANG has personal interest in share options to subscribe for 600,000 Shares granted under the Company’s Post-IPO share option scheme within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. XIANG (i) 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 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, Dr. XIANG 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.

Mr. ZENG Ming , aged 41, was appointed as independent non-executive director of the Company on 3 June 2011 and the Chairman of the remuneration committee of the Company on 1 April 2012. Mr. ZENG is the chief strategy officer of Alibaba Group. Mr. ZENG was the professor of Strategy at Cheung Kong Graduate School of Business, Beijing China from 2002 to 2006, and a faculty member at INSEAD, France prior to 2002. Mr. ZENG obtained his Ph.D in International Business and Strategy from University of Illinois at Urbana-Champain, USA in 1998 and a Bachelor’s of Arts degree in Economics from Fudan University in 1991.

Mr. ZENG has entered into a service contract as an independent non-executive director with the Company for a term of 3 years commencing from 3 June 2011. He is subject to retirement and re-election at the annual general meeting in accordance with the Articles of Association. Under the service contract, Mr. ZENG will receive an annual fee of HK$300,000 per annum which was determined by board of Directors based on the recommendations of the remuneration committee of the Company with reference to his duties and responsibilities with the Company and the prevailing market rate for his positions.

Mr. ZENG has personal interest in share options to subscribe for 400,000 Shares granted under the Company’s Post-IPO share option scheme within the meaning of Part XV of the SFO.

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APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

Save as disclosed above, Mr. ZENG (i) 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 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. ZENG 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.

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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, Wanchai, Hong Kong on Thursday, 17 May 2012 at 3:00pm 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 31 December 2011;

2. To declare a final dividend RMB0.175 per share for the year ended 31 December 2011;

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 subject to and in accordance with all

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NOTICE OF ANNUAL GENERAL MEETING

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;

• (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, 11 April 2012

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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 Friday, 11 May 2012 to Thursday, 17 May 2012, both days inclusive, during which period no transfer of shares will be registered. In order to qualify for attendance of annual general meeting, all 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 Thursday, 10 May 2012.

• (d) The register of members will be closed from Wednesday, 23 May 2012 to Thursday, 24 May 2012, both days inclusive, during which period no transfer of shares will be registered. In order to qualify for the proposed final dividend, 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 Tuesday, 22 May 2012.

• (e) An explanatory statement containing further details regarding ordinary resolutions numbered 5 to 7 above will be sent to shareholders together with the 2011 Annual Report.

• (f) With regard to item no.3 in this notice, details of the retiring Directors, namely Mr. SHAO Mingxiao, Mr. ZHOU Dekang, Mr. FENG Jinyi, Mr. WEI Huaning, Mr. ZENG Ming, Mr. CHAN Chi On, Mr. XIANG Bing, 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 11 April 2012.

• (g) Pursuant to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, all votes of shareholders at the Meeting will be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands.

As at the date of this notice, the Company’s directors are Madam WU Yajun, Mr. SHAO Mingxiao, Mr. ZHOU Dekang, Mr. QIN Lihong, Mr. FENG Jinyi, Mr. WEI Huaning, Mr. FANG Shengtao, Mr. Frederick Peter CHURCHOUSE, Mr. CHAN Chi On, Derek, Mr. XIANG Bing and Mr. ZENG Ming.

* Independent non-executive director

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