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Longfor Group Holdings Limited Proxy Solicitation & Information Statement 2014

Nov 27, 2014

49591_rns_2014-11-27_02cab422-5394-4481-912c-4f825f70d5ce.pdf

Proxy Solicitation & Information Statement

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

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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 EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Longfor Properties Co. Ltd. (the “ Company ”) will be held at Cliftons Hong Kong, Level 5, Hutchison House, 10 Harcourt Road, Central, Hong Kong on Monday, December 15, 2014 at 2:30 p.m. for the purpose of considering and, if thought fit, passing (with or without amendments) the following resolution:

AS ORDINARY RESOLUTION

1. “ THAT

  • (a) the conditional sale and purchase agreement (the “ Sale and Purchase Agreement ”) dated November 3, 2014 entered into between the Company, Juntion Development Hong Kong (Holding) Limited, Charm Talent International Limited (the “ First Vendor ”), Junson Development International Limited (the “ Second Vendor ”), Madam Wu Yajun and Mr. Cai Kui (a copy of which is produced to the meeting marked “A” and signed by the chairman of the meeting for the purposes of identification) in relation to, among other matters, the Acquisition (as defined in the circular (the “ Circular ”) of the Company to its shareholders dated November 28, 2014 (a copy of the Circular is produced to the meeting marked “B” and signed by the chairman of the meeting for the purposes of identification) be and is hereby approved, confirmed and ratified, and THAT all the transactions contemplated under the Sale and Purchase Agreement be and are hereby approved, including but not limited to the allotment and issue to the First Vendor and the Second Vendor (or as either of them may direct) of 230,797,101 and 135,547,504 ordinary shares, respectively, of HK$0.10 each in the share capital of the Company at the issue price of HK$8.694 per share, each credited as fully paid up and ranking pari passu with the existing issued shares of the Company pursuant to the Sale and Purchase Agreement;

  • (b) any one director of the Company or any other person authorised by the board of directors of the Company from time to time be and are hereby authorised to sign, execute, perfect and deliver and where required, affix the common seal of the Company to, all such documents, instruments and deeds, and do all such actions which are in his opinion necessary, appropriate, desirable or expedient for the implementation and completion of the Sale and Purchase Agreement and all other transactions contemplated under or incidental to the Sale and Purchase Agreement, and all other matters incidental thereto or in connection

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respectively therewith, including but not limited to the allotment and issue of the Consideration Shares, and to agree to the variation and waiver of any of the matters relating thereto that are, in his opinion, appropriate, desirable or expedient in the context of the Acquisition and are in the best interests of the Company.”

By order of the Board SHAO Mingxiao Chief Executive Officer

Hong Kong, November 28, 2014

Principal place of business in Hong Kong:

15/F, 1 Duddell Street

Central, Hong Kong

Notes:

  1. A form of proxy for use at the meeting is enclosed herewith.

  2. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his/her attorney duly authorised in writing or, if the appointer is a corporation, either under its seal or under the hand of any officer or attorney authorised to sign the same.

  3. Any member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him/her. A proxy need not be a member of the Company.

  4. In order to be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed, or a notarised copy of such power of attorney or authority, must be lodged at the office of the Company’s Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Ltd., Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjourned meeting thereof (as the case may be).

  5. Completion and return of the form of proxy will not preclude members from attending and voting in person at the meeting or at any adjourned meeting thereof (as the case may be) should they so wish, and in such event, the form of proxy shall be deemed to be revoked.

  6. Where there are joint registered holders of any share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the meeting, whether in person or by proxy, the joint registered holder present whose name stands first on the register of members in respect of the shares shall be accepted to the exclusion of the votes of the other registered holders.

As at the date of this notice, the Board comprises nine members: Madam WU Yajun, Mr. SHAO Mingxiao, Mr. ZHOU Dekang, Mr. FENG Jinyi and Mr. WEI Huaning who are executive Directors; and Mr. Frederick Peter CHURCHOUSE, Mr. CHAN Chi On, Derek, Dr. XIANG Bing and Dr. ZENG Ming who are independent non-executive Director.

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