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 registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in GUANGZHOU R&F PROPERTIES CO., LTD.（廣州富力 地產股份有限公司）, you should at once hand this circular together with the enclosed proxy forms to the purchaser or the transferee or to the bank, the registered dealer in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

(a joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 2777)

GENERAL MANDATE TO ISSUE SHARES;

RE-ELECTION OF RETIRING DIRECTORS;

APPROVAL FOR EXTERNAL GUARANTEES OF THE COMPANY IN 2021;

RATIFICATION OF THE GUARANTEES EXTENDED

ON BEHALF OF SUBSIDIARIES AND ASSOCIATES AND JOINT VENTURES

(INCLUDING THE EXTENSION OF EXTERNAL GUARANTEES BY

SUBSIDIARIES) IN 2020;

APPROVAL FOR THE GRANT OF AUTHORIZATION TO THE LEGAL

REPRESENTATIVE(S) OR AUTHORIZED PERSON(S) OF THE COMPANY AND ITS SUBSIDIARIES TO SIGN COMPOSITE CREDIT FACILITIES OR LOANS RELATED AGREEMENTS AND DOCUMENTS;

APPROVAL FOR THE ISSUE OF DIRECT DEBT FINANCING PRODUCTS AND

ASSET SECURITIZATION PRODUCTS

(INCLUDING BUT NOT LIMITED TO REITS) IN 2021; AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the AGM of the Company to be held on Friday, 28 May 2021 at the Conference Room, 54/F., R&F Center, No. 10 Huaxia Road, Pearl River New Town, Guangzhou, PRC is set out on pages 17 to 24 of this circular. Whether or not shareholders are able to attend the said meeting, they are requested to complete the enclosed proxy form in accordance with the instructions printed thereon and deliver the form to the Company's H Share registrar, Computershare Hong Kong Investor Services Limited, at 17M/F., Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not less than 24 hours before the time designated for the commencement of the AGM (i.e. Thursday, 27 May 2021). Completion and return of the proxy form will not preclude shareholders from attending and voting in person at the said meeting or any adjourned meetings should they so desire.

20 April 2021

CONTENTS

Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

LETTER FROM THE BOARD

1.

Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3

2.

General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3

3.

Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3

4.

Approval for External Guarantees of the Company in 2021 . . . . . . . . . . . . . . . . .

4

5. Ratification of the Guarantees extended on behalf of Subsidiaries and Associates and Joint Ventures (including the Extension of

External Guarantees by Subsidiaries) in 2020 . . . . . . . . . . . . . . . . . . . . . . . . . .

5

6. Approval for the Grant of Authorization to the Legal Representative(s) or Authorized Person(s) of the Company and its Subsidiaries to Sign

Composite Credit Facilities or Loans related Agreements and Documents . . . . .

5

7. Approval for the Company's Issue of Direct Debt Financing Products and Asset Securitization Products (including but not limited to REITs)

in 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

8. Approval for the Grant of Authorization to the Board

(or its Authorized Person(s)) to Handle at its Sole Discretion the Matters

in relation to the Company's Issue of Direct Debt Financing Products

and Asset Securitization Products (including but not limited to REITs)

in 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7

9.

Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

9

10.

Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

9

11.

Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

10

12.

General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

10

- i -

CONTENTS

Page

APPENDIX I

- BIOGRAPHY OF DIRECTORS PROPOSED FOR

RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

11

APPENDIX II

- GUARANTEES EXTENDED ON BEHALF OF

SUBSIDIARIES AND ASSOCIATES AND

JOINT VENTURES (INCLUDING THE EXTENSION OF

EXTERNAL GUARANTEES BY SUBSIDIARIES) IN 2020 .

14

APPENDIX III - NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . .

17

- ii -

DEFINITIONS

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

"AGM"

the annual general meeting of the Company to be held

on Friday, 28 May 2021 at 11:00 a.m.

"Articles of Association"

the articles of association of the Company

"Board"

the board of directors of the Company

"Company"

Guangzhou R&F Properties Co., Ltd.（廣州富力地產股份

有限公司）, a joint stock company incorporated in the

PRC with limited liability and the H Shares of which

are listed on the main board of the Stock Exchange

"Company Law"

the Company Law of the PRC

"CSRC"

the China Securities Regulatory Commission

"Director(s)"

director(s) of the Company

"Group"

the Company and its subsidiaries

"H Shares"

ordinary shares in the capital of the Company listed on

the main board of the Stock Exchange, with a nominal

value of RMB0.25 each, which are subscribed for and

traded in Hong Kong dollars

"Hong Kong"

the Hong Kong Special Administrative Region of the

PRC

"Latest Practicable Date"

13 April 2021, being the latest practicable date prior to

the printing of this circular for the purpose of

ascertaining certain information contained herein

"Listing Rules"

the Rules Governing the Listing of Securities on the

Stock Exchange

"PRC"

the People's Republic of China

"Shares"

shares of the Company

"Shareholders"

shareholders of the Company

"Stock Exchange"

The Stock Exchange of Hong Kong Limited

- 1 -

LETTER FROM THE BOARD

(a joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 2777)

Executive Directors:

Registered office, head office

Li Sze Lim

and principal place of business in PRC:

Zhang Li

45-54/F.,

Zhang Hui

R&F Center,

Xiang Lijun

No. 10 Huaxia Road,

Pearl River New Town,

Non-executive Directors:

Guangzhou,

Zhang Lin

PRC

Li Helen

Principle place of business

Independent Non-executive Directors:

in Hong Kong:

Zheng Ercheng

Room 6303, The Center,

Ng Yau Wah, Daniel

No. 99 Queen's Road Central,

Wong Chun Bong

Hong Kong

Dear Sir or Madam,

GENERAL MANDATE TO ISSUE SHARES;

RE-ELECTION OF RETIRING DIRECTORS;

APPROVAL FOR EXTERNAL GUARANTEES OF THE COMPANY IN 2021;

RATIFICATION OF THE GUARANTEES EXTENDED

ON BEHALF OF SUBSIDIARIES AND ASSOCIATES AND JOINT VENTURES

(INCLUDING THE EXTENSION OF EXTERNAL GUARANTEES BY SUBSIDIARIES)

IN 2020;

APPROVAL FOR THE GRANT OF AUTHORIZATION TO THE LEGAL

REPRESENTATIVE(S) OR AUTHORIZED PERSON(S) OF THE COMPANY AND ITS SUBSIDIARIES TO SIGN COMPOSITE CREDIT FACILITIES OR LOANS RELATED AGREEMENTS AND DOCUMENTS;

APPROVAL FOR THE ISSUE OF DIRECT DEBT FINANCING PRODUCTS AND

ASSET SECURITIZATION PRODUCTS

(INCLUDING BUT NOT LIMITED TO REITS) IN 2021; AND

NOTICE OF ANNUAL GENERAL MEETING

- 2 -

LETTER FROM THE BOARD

  1. INTRODUCTION
    The purpose of this circular is to provide you with information regarding, inter alia, the resolutions to be proposed in the AGM including the general mandate to issue shares, the re-election of retiring directors, approval for external guarantees of the Company in 2021, ratification of the guarantees extended on behalf of subsidiaries and associates and joint ventures (including the extension of external guarantees by subsidiaries) in 2020 and the approval for the grant of authorization to the legal representative(s) or authorized person(s) of the Company and its subsidiaries to sign composite credit facilities or loans related agreements and documents. This circular also proposes the resolutions in respect of the approval for the Company's issue of direct debt financing products and asset securitization products (including but not limited to REITs) in 2021 and the convening of the AGM.
  2. GENERAL MANDATE TO ISSUE SHARES
    At the last annual general meeting of the Company held on 29 May 2020, a general mandate was granted to the Directors to issue Shares. Such mandate will lapse at the conclusion of the forthcoming AGM. It is therefore proposed that a fresh mandate to issue Shares be granted to the Directors.
    A special resolution (item no. 11 of the AGM notice, pages 19 to 20 of this circular) will be proposed at the AGM to grant to the Directors a general mandate to allot and issue Shares not exceeding 20% of the H Shares of the Company in issue on the date of the passing of the resolution. The mandate will remain in effect until the next annual general meeting.
    The Directors believe that the general mandate will provide flexibility to the Directors to issue Shares when it is in the best interest of the Company.
  3. RE-ELECTIONOF RETIRING DIRECTORS
    Pursuant to the Articles of Association, the term of office of each of the Director is three years renewable upon re-election. The term of office of (i) Dr. Li Sze Lim and Mr. Zhang Li, the executive Directors of the Company; and (ii) Mr. Ng Yau Wah, Daniel, the independent non-executive Director of the Company will expire on 30 May 2021, and all of them, being eligible, have offered themselves for re-election at the AGM for another three-year term commencing on 30 May 2021.
    The Nomination Committee of the Company makes recommendation to the Board for the Directors to stand for re-election at the AGM in accordance with the nomination policy of the Company and based on the criteria set out in the board diversity policy adopted by the Company which include, but not limited to, gender, age, cultural and educational background, length of service or professional experience, independence as well as the merit and contribution the candidate can bring to the Board.

- 3 -

LETTER FROM THE BOARD

The Nomination Committee has reviewed the independence confirmation submitted by Mr. Ng Yau Wah, Daniel, an independent non-executive Director, and considered him to have satisfied the independence requirement set out in Rule 3.13 of the Listing Rules. The Board, having considered the recommendation of the Nomination Committee, is of the view that Mr. Ng Yau Wah, Daniel has extensive knowledge and experience in various fields, continue to bring independent and objective perspectives to the Company's affairs and provide valuable insights to the management. His re-election as independent non-executive Director would be in the best interests of the Company and its Shareholders.

The biography of each of the Director standing for re-election at the AGM is set out in Appendix I of this circular.

4. APPROVAL FOR EXTERNAL GUARANTEES OF THE COMPANY IN 2021

According to the Articles of Association, the external guarantees of the Company shall be considered and approved by the Shareholders at the general meeting under the following circumstances:

  1. Any guarantee to be provided when the total amount of external guarantees of the Company and its subsidiaries have reached or exceeded 50% of their latest audited net assets;
  2. Any guarantee to be provided when the total amount of external guarantees of the Company has reached or exceeded 30% of its latest audited total assets;
  3. Any guarantee to be provided to any entity with debt to asset ratio being in excess of 70%;
  4. Any single guarantee in excess of 10% of the latest audited net assets; and
  5. Any guarantee to be provided to Shareholders, actual controlling persons and their related parties.

However, in the ordinary course of business, the Company and subsidiaries need to provide external guarantees, including but not limited to extend external guarantees to banks or other institutes, in the ordinary course of business. The methods of guarantees include the extension of guarantees by the Company on behalf of subsidiaries or associates and joint ventures or other investee companies and the extension of external guarantees by the subsidiaries or associates and joint ventures on their own. In the event that such guarantees are restricted under the above provisions, this will create significant operational difficulties and delays if every guarantee would need to be approved by the Shareholders at the general meeting. Therefore, a special resolution (item no. 9 in the AGM notice) is put forth to the Shareholders to approve the extension of guarantees on behalf of subsidiaries and the extension of guarantees on behalf of associates and joint ventures or other investee companies under specific conditions stated in the resolution from the date of passing of this special resolution until the next annual general meeting. The new amount of the external guarantee of the

- 4 -

LETTER FROM THE BOARD

Company in 2021 (including the extension of external guarantees by the subsidiaries) shall be up to RMB100 billion on the condition that any guarantees extended in any year will have to be ratified in the annual general meeting for that year. This is a renewal of the corresponding resolution passed at the 2019 annual general meeting.

Subject to the approval for the guarantees above by the Shareholders at the general meeting, each single external guarantee not more than RMB8 billion shall be approved by the chairman. The authorization to sign relevant documents shall be granted to the chairman.

  1. RATIFICATION OF THE GUARANTEES EXTENDED ON BEHALF OF SUBSIDIARIES AND ASSOCIATES AND JOINT VENTURES (INCLUDING THE EXTENSION OF EXTERNAL GUARANTEES BY SUBSIDIARIES) IN 2020
    The specific details of the guarantees extended to banks by the Company on behalf of subsidiaries and associates and joint ventures (including the extension of external guarantees by the subsidiaries) in 2020 are set out on pages 14 to 16, Appendix II of this circular. All the bank loans to which the guarantees related to had been included in the balance sheet as at 31 December 2020. According to the approved special resolution (item no. 10) of 2019 annual general meeting and since at the time of making the guarantees, the total amount of external guarantees of the Company and its subsidiaries exceeded 50% of their latest audited net assets, the guarantees have to be ratified in the AGM.
  2. APPROVAL FOR THE GRANT OF AUTHORIZATION TO THE LEGAL REPRESENTATIVE(S) OR AUTHORIZED PERSON(S) OF THE COMPANY AND ITS SUBSIDIARIES TO SIGN COMPOSITE CREDIT FACILITIES OR LOANS RELATED AGREEMENTS AND DOCUMENTS
    In order to meet the needs of the Company's production and operation, in 2021, the Company (including its subsidiaries) intends to apply for the grant of credit facilities or loans such as new loans (including financial leasing loans), bank acceptance bills, commercial acceptance bills, letters of credit and bank assurance letters from, including but not limited to, financial institutions, financial leasing companies and trust companies etc. In order to meet the Company's daily working capital needs and to sign related agreements promptly, the Company proposes the resolution at the AGM for considering and approving the authorization of the legal representative(s) or authorized person(s) of the Company and its subsidiaries to sign any composite credit facilities or loans related agreements and documents with the limit of each agreement not more than RMB8 billion (including RMB8 billion).
  3. APPROVAL FOR THE COMPANY'S ISSUE OF DIRECT DEBT FINANCING PRODUCTS AND ASSET SECURITIZATION PRODUCTS (INCLUDING BUT NOT LIMITED TO REITS) IN 2021
    In order to effectively optimize the Company's debt structure, lower its finance costs, expand its financing channels and ensure its sustainable development, after taking into account the capital needs for business development of the Company and its assets and

- 5 -

LETTER FROM THE BOARD

liabilities, the Company proposes to apply for the issue of direct debt financing products and asset securitization products (including but not limited to REITs) in the principal amount of no more than RMB100 billion (RMB100 billion inclusive) in 2021 (being the period from the date of approval of this resolution at the AGM to the date of next annual general meeting). The Company proposes to issue bonds and asset securitization products (including but not limited to REITs) in the PRC in accordance with the requirements of the relevant laws and regulations, and the uses of proceeds include but are not limited to replenishment of working capital, repayment of borrowings from financial institutions and non-financial institutions and credit debts, urban renewal projects, equity/asset acquisitions, equity investments, project investments and other uses in compliance with the laws, regulations and policy requirements in the PRC.

Under the Articles of Association, the details for the Company's issue of direct debt financing products and asset securitization products (including but not limited to REITs) in 2021 are as follow:

  1. Size of issue
    The Company proposes to apply to the relevant regulatory authorities for the issue of direct debt financing products and asset securitization products (including but not limited to REITs) in the principal amount of no more than RMB100 billion (RMB100 billion inclusive) in 2021 (being the period from the date of approval of this resolution at the AGM to the date of next annual general meeting). Such principal amount excludes the amount of the financing products the issue of which the Company is applying for in accordance with the approval obtained at the general meeting or the issue of which the Company has applied for but has not been completed.
  2. Form of financing
    Various direct debt financing products and asset securitization products issued in the PRC include but are not limited to corporate bonds, enterprise bonds, inter-bank bond market financing products, asset securitization products and REITs issued under the approvals of competent authorities.
    The specific types include but are not limited to the domestic bonds recognised by competent authorities such as housing lease (including long-rental apartments) corporate bonds, housing lease (including long-rental apartments) asset securitization, housing lease trust benefit asset securitization, public corporate bonds, non-public corporate bonds, renewable corporate bonds, innovation and startup corporate bonds, green corporate bonds, project return corporate bonds, enterprise bonds, medium-term notes (including perpetual medium-term notes), short-term notes, super & short-term commercial papers, property purchase loan balance asset securitization, supply chain financial asset securitization, commercial real estate asset securitization, property management fee asset

- 6 -

LETTER FROM THE BOARD

securitization, REITs, urban renewal specific debt financing instruments, debt financing plans, inter-bank bond market financing products, asset securitization and other products issued with the approvals of competent authorities.

  1. Method of issue
    The Company may issue the products on a one-off basis or in tranches in view of its practical situations, which shall be decided by the Board.
  2. Uses of proceeds
    Including but not limited to the replenishment of working capital, repayment of borrowings from financial institutions and non-financial institutions and credit debts, urban renewal projects, equity/asset acquisitions, equity investments, project investments and other uses in compliance with the laws, regulations and policy requirements in the PRC, which shall be decided by the Board in issuing specific products in view of the practical situations of the Company.
  3. Financing guarantee
    If any market business or transaction structure requires guarantee, the relevant approval procedures shall be completed within the scope of approval obtained at the general meeting and in accordance with the requirements of the Articles of Association.
  4. Financing entity
    The Company and its subsidiaries.
  5. Effective period of resolution
    The period from the date of approval of this resolution at the AGM to the date of next annual general meeting.

8. APPROVAL FOR THE GRANT OF AUTHORIZATION TO THE BOARD (OR ITS AUTHORIZED PERSON(S)) TO HANDLE AT ITS SOLE DISCRETION THE MATTERS IN RELATION TO THE COMPANY'S ISSUE OF DIRECT DEBT FINANCING PRODUCTS AND ASSET SECURITIZATION PRODUCTS (INCLUDING BUT NOT LIMITED TO REITS) IN 2021

It is proposed that an authorization be granted at the AGM to the Board (or its authorized persons) to handle at its sole discretion the matters in relation to the Company's issue of direct debt financing products and asset securitization products (including but not limited to REITs) in 2021, including but not limited to:

  1. To decide specific products to be issued within the size of issue approved at the AGM;

- 7 -

LETTER FROM THE BOARD

  1. To decide specific uses of proceeds from each issue in view of the actual needs of the Company;
  2. To decide specific plans, terms and conditions of the products to be issued and the relevant matters in view of the needs of the Company and market conditions, including but not limited to determining and/or amending the type, quantity, amount, issue price and interest rate of each issue or the method of determination thereof, the place, timing and term of issue, whether issued in tranches and the number of tranches, rating arrangements, guarantee matters, date of issue, subscribers, method of issue, specific use of proceeds, placing arrangements, underwriting arrangements, debt repayment guarantee measures, principal and interest repayment arrangements, issue and listing (quotation), post-issue transactions, disclosure of the relevant information and all other matters relating to the issue;
  3. To engage intermediaries in view of the actual needs for the issue of direct debt financing products and asset securitization products (including but not limited to REITs), and to negotiate about, enter into and amend the relevant contracts or agreements and other necessary documents and make proper information disclosure;
  4. In the event of any change in regulatory policies or market conditions, the proposal and other relevant matters may be adjusted according to the opinions of the relevant competent authorities or market changes, save for those which are required to be voted on again at the general meeting of the Company in accordance with the laws and regulations and the Articles of Association;
  5. To handle the matters in relation to each issue of products by the Company, enter into the relevant legal documents, and handle other matters which are not set out above and relating to all necessary procedures for those products;
  6. To handle other matters which are not set out above and relating to debt financing products;
  7. To take any and all necessary, desirable or appropriate actions in relation to the relevant matters, including but not limited to approving and signing all necessary contracts, agreements and documents, disclosing the relevant information in accordance with the applicable regulatory rules, making appropriate adjustments according to the feedbacks, if any, from the relevant PRC regulatory authorities, and approving, confirming and ratifying any actions or steps taken by any authorized director(s);
  8. To take all necessary actions, determine or handle all other matters relating to the issue, including deciding, in its absolute discretion, to postpone or suspend the issue in case of force majeure or any other reason which renders the issue impracticable or unable to bring benefits to the Company despite being practicable;

- 8 -

LETTER FROM THE BOARD

    1. Within the scope of the authorization, the Board may authorize the chairman of the Board to determine specific issue matters and deal with specific matters relating to the debt financing products;
    2. The term of authorization shall commence on the date of approval at the AGM and end on the date on which all the aforesaid matters are completed.
  2. ANNUAL GENERAL MEETING
    The AGM will be held at 11:00 a.m. on Friday, 28 May 2021 at the Conference Room, 54/F., R&F Center, No. 10 Huaxia Road, Pearl River New Town, Guangzhou, the PRC. The notice of the AGM is set out on pages 17 to 24 in Appendix III of this circular.
    According to the Articles of Association, Shareholders can vote by a show of hands or by poll at the general meeting. Rule 13.39(4) of the Listing Rules requires any vote of Shareholders at the general meeting be taken by poll, and to allow a chairman of the general meeting to exempt only certain prescribed procedural and administrative matters from a vote by poll at a general meeting. Therefore, the Company will procure the chairman of the AGM to demand voting on all resolutions set out in the notice of the AGM be taken by way of poll. The Company shall appoint its auditors, share registrar or external accountants who are qualified to serve as auditors for the Company as scrutineers for the vote-taking. Where the resolutions to be voted upon is the election of the chairman of the meeting or the termination of the meeting, then poll should be taken immediately. In all other cases, the chairman shall determine the time for taking such poll and the meeting can proceed to discuss other matters. The result of the poll shall be deemed to have been taken at such general meeting. The chairman of the meeting shall have the casting vote.
    The proxy form for use in connection with the AGM is enclosed herewith. The proxy form can also be downloaded from the Company's website at www.rfchina.com or the website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk.
    H Share Shareholder(s) who wish(es) to appoint a proxy/proxies to attend the AGM are requested to complete and sign the proxy form in accordance with the instructions contained therein, and deliver the proxy form(s) to the Company's H Share registrar, Computershare Hong Kong Investor Services Limited, at 17M/F., Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not less than 24 hours before the time designated for the commencement of the AGM (i.e. Thursday, 27 May 2021). Completion and return of the forms of proxy shall not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.
    No Shareholder was required to abstain from voting in respect of any resolutions proposed for approval at the AGM.
  3. RESPONSIBILITY STATEMENT
    This circular, for which the Directors collectively and individually accept full responsibility, includes particular given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made

- 9 -

LETTER FROM THE BOARD

all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

  1. RECOMMENDATION
    The Directors believe that the proposed resolutions are either necessary or in the interest of the Company. Accordingly, the Directors recommend all Shareholders to vote in favour of the aforementioned resolutions at the AGM.
  2. GENERAL INFORMATION
    1. The proposed issue of financing products such as direct debt financing products and asset securitization products is subject to, among others, the approval of the Shareholders at the AGM and market conditions and may or may not materialize.
      Shareholders and potential investors should exercise caution when dealing in the securities of the Company.
    2. This circular does not constitute an offer or an invitation to induce an offer by any person to acquire, subscribe for or purchase any securities of the Company.
    3. In case of discrepancy between the English and Chinese version of this circular, the English version will prevail.

By Order of the Board

Guangzhou R&F Properties Co., Ltd.

Li Sze Lim

Chairman

20 April 2021, Guangzhou, PRC

  • For identification purposes only

- 10 -

APPENDIX I

BIOGRAPHY OF DIRECTORS

PROPOSED FOR RE-ELECTION

EXECUTIVE DIRECTORS

Li Sze Lim（李思廉）, SBS, JP, HonDBus (Macq)

Li Sze Lim, SBS, JP, HonDBus (Macq), aged 64, is the founder of the Group, the Chairman, an executive director, a member of the remuneration committee and the chairman of the nomination committee of the Company. He is responsible for the strategic direction of the Group and also specially responsible for the sales and financial management function. Dr. Li obtained his bachelor degree in mathematics in 1978 from the Chinese University of Hong Kong and was awarded a degree of Doctor of Business (Honoris Causa) by Macquarie University in 2018. He was a merchant when starting his career in the real estate business in 1993. In August 1994, Dr. Li and Mr. Zhang Li together founded the Company. He owns over 20 years of experience in real estate development and investment. Dr. Li is the chairman of the Council of Guangdong Chamber of Real Estate, the president of China Real Estate Developers and Investors Association, the president of Guangzhou Real Estate Association and Guangzhou Real Estate Institute, a member of the Twelfth Executive Committee of the All-China Federation of Industry and Commerce, a vice chairman of All-China General Chamber of Industry and Commerce, the president and the chairman of the supervisory board of New Home Association and a director and part-time professor of Jinan University. Dr. Li was awarded a Silver Bauhinia Star from the Hong Kong Special Administrative Region on 1 July 2019. Dr. Li is the brother of Ms. Li Helen who is a non-executive director of the Company. Save as disclosed above, Dr. Li is also a director of certain subsidiaries of the Company.

Dr. Li did not hold any directorship in any public listed companies in the last three years. Save as disclosed above, Dr. Li is not connected with any directors, supervisors, senior management, substantial shareholders or controlling shareholders of the Company.

As at the Latest Practicable Date, Dr. Li has a personal interest of 1,066,092,672 H shares and a corporate interest of 16,000,000 H shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (the "SFO"). He is also deemed to be interested in 5,000,000 H shares of the Company held by his spouse. Dr. Li also (a) through his spouse, has an interest in (i) US$14,000,000 of the US$375 million 8.625% senior notes due 2024 issued by Easy Tactic Limited ("Easy Tactic"), a wholly-owned subsidiary of the Company; (ii) US$10,000,000 of the US$875 million 8.125% senior notes due 2023 issued by Easy Tactic; (iii) US$49,500,000 of the US$450 million 8.125% senior notes due 2024 issued by Easy Tactic; (iv) US$50,000,000 of the US$400 million 8.625% senior notes due 2024 issued by Easy Tactic; and (v) US$5,000,000 of the US$360 million 12.375% senior notes due 2022 issued by Easy Tactic; (b) through Fusion Capital Limited which is owned by him and his spouse at 50% each, has an interest in (i) US$2,000,000 of the US$474,854,000 7% senior notes due 2021 issued by Easy Tactic; (ii) US$1,000,000 of the US$300 million 9.125% senior notes due 2022 issued by Easy Tactic; and (iii) US$1,000,000 of the US$725 million 5.75% senior notes due 2022 issued by Easy Tactic; and (c) through Parkford Assets Management Limited which is 100% owned by him, has an interest in (i) US$1,000,000 of the US$300 million 9.125% senior notes due 2022 issued by Easy Tactic; and (ii) US$2,500,000 of the US$725 million 5.75% senior notes due 2022 issued by Easy Tactic.

- 11 -

APPENDIX I

BIOGRAPHY OF DIRECTORS

PROPOSED FOR RE-ELECTION

There is a service contract signed between the Company and Dr. Li and he will be subject to retirement by rotation and re-election at general meetings of the Company in accordance with the Articles of Association. Dr. Li's emoluments will be determined by the Board with reference to his duties and responsibilities with the Company and the Group's performance and profitability.

Save as disclosed above, there is no other information related to Dr. Li that need to be brought to the attention of the Shareholders and there is no information discloseable pursuant to any of the requirements set out in Rule 13.51(2)(h) to (v) of the Listing Rules.

Zhang Li（張力）

Zhang Li, aged 68, is the founder of the Group, the Co-chairman, an executive director and chief executive officer of the Company. He is mainly responsible for land acquisition, construction development, cost control and managing daily operations. Mr. Zhang started his career in the construction and renovation business. Prior to founding the Company, he was the Secretary of Youth League Committee of Guangzhou 2nd Light Industry Bureau and the Head of production department of Guangzhou Baiyun District Township Enterprise Administration. In 1993, Mr. Zhang began to engage in real estate development and in August 1994, together with Dr. Li Sze Lim, founded the Company. Mr. Zhang owns over 20 years of experience in real estate development and investment. Mr. Zhang is also chairman and executive director of Kinetic Mines and Energy Limited (Stock code: 1277), a company listed on the Hong Kong Stock Exchange. Mr. Zhang is a member of the 11th, 12th and 13th National Committee of the Chinese People's Political Consultative Conference, the president of China Real Estate Chamber of Commerce and a director and part-time professor of Jinan University. Mr. Zhang is the brother of Ms. Zhang Lin who is a non-executive director of the Company. Save as disclosed above, Mr. Zhang is also a director of certain subsidiaries of the Company.

Save as disclosed above, Mr. Zhang did not hold any directorship in any public listed companies in the last three years and is not connected with any directors, supervisors, senior management, substantial shareholders or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr. Zhang has a personal interest of 1,011,725,472 H shares of the Company within the meaning of Part XV of the SFO. He is also deemed to be interested in 20,000,000 H shares of the Company held by his spouse.

There is a service contract signed between the Company and Mr. Zhang and he will be subject to retirement by rotation and re-election at general meetings of the Company in accordance with the Articles of Association. Mr. Zhang's emoluments will be determined by the Board with reference to his duties and responsibilities with the Company and the Group's performance and profitability.

Save as disclosed above, there is no other information related to Mr. Zhang that need to be brought to the attention of the Shareholders and there is no information discloseable pursuant to any of the requirements set out in Rule 13.51(2)(h) to (v) of the Listing Rules.

- 12 -

APPENDIX I

BIOGRAPHY OF DIRECTORS

PROPOSED FOR RE-ELECTION

INDEPENDENT NON-EXECUTIVE DIRECTOR

Ng Yau Wah, Daniel（吳又華）

Ng Yau Wah, Daniel, aged 65, is an independent non-executive director and a member of the remuneration committee of the Company. He obtained his bachelor degree in economics in 1978 from the York University, Canada. Mr. Ng had engaged in carpet trading and manufacturing business for more than 20 years; he was previously the executive director of International Carpet Company Limited. He is currently the executive director of Gayloy Limited, a company engaging in real estate property investment and management, leasing of property and rental of parking spaces in Hong Kong. Mr. Ng has substantial experience in property investment projects in China, Hong Kong and Malaysia.

Mr. Ng is an independent non-executive director of Anchorstone Holdings Limited (Stock code: 1592), a company listed on the Hong Kong Stock Exchange.

Save as disclosed above, Mr. Ng did not hold any directorship in any public listed companies in the last three years or any other positions with the Company or other members of the Group. Mr. Ng is not connected with any directors, supervisors, senior management, substantial shareholders or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr. Ng has a personal interest of 588,000 H shares of the Company within the meaning of Part XV of the SFO.

There is a service contract signed between the Company and Mr. Ng and he will be subject to retirement by rotation and re-election at general meetings of the Company in accordance with the Articles of Association. Mr. Ng's emoluments are determined by reference to his experience, duties and responsibilities with the Company and the Company's remuneration policy. Pursuant to the service contract with the Company, Mr. Ng is entitled to receive a basic annual director's fee of HK$372,000.

Save as disclosed above, there is no other information related to Mr. Ng that need to be brought to the attention of the Shareholders and there is no information discloseable pursuant to any of the requirements set out in Rule 13.51(2)(h) to (v) of the Listing Rules.

- 13 -

APPENDIX II GUARANTEES EXTENDED ON BEHALF OF SUBSIDIARIES AND ASSOCIATES AND JOINT VENTURES (INCLUDING THE EXTENSION OF EXTERNAL GUARANTEES BY SUBSIDIARIES) IN 2020

Details of the Company's guarantees extended on behalf of subsidiaries and associates and joint ventures (including the extension of external guarantees by subsidiaries) for loans from various financial institutions in 2020 are as follows:

Entity

Region

Borrower

Loan Amount

(RMB' ten thousand)

Subsidiaries

Hainan

Hainan R&F Ocean World Development Co., Ltd.

20,000

Hainan Lingshui R&F Bay Development Co., Ltd.

65,770

Lingao R&F Properties Development Co., Ltd./

46,570

Hainan R&F Properties Development Co., Ltd.

Northern China

Beijing R&F Oumei Landscaping Co., Ltd.

1,000

Qinhuangdao Shanhaiguanqu Dingfu Properties Development

35,000

Co., Ltd.

Tangshan Caofeidian R&F Properties Development Co., Ltd.

21,000

Tangshan Lutai Economic Rim R&F Properties Development

40,000

Co., Ltd.

Dalian Hengwan Properties Development Co., Ltd.

56,500

Harbin R&F Properties Development Co., Ltd.

4,000

Shijiazhuang R&F Properties Development Co., Ltd.

1,620

Xingtai R&F Properties Development Co., Ltd.

15,000

Kaifeng Guanhu Properties Co., Ltd.

59,640

Shengyang Fufeng Properties Development Co., Ltd.

67,000

Shengyang Hengjin Properties Development Co., Ltd.

100,000

Shenyang Jianxin Lianhe Properties Co., Ltd.

16,000

Binzhou Jifu Properties Development Co., Ltd.

39,900

Heze R&F Properties Development Co., Ltd.

10,000

Weihai Jifu Properties Development Co., Ltd.

38,000

Zibo Wanda Plaza Properties Co., Ltd.

9,000

Cangzhou R&F Properties Development Co., Ltd.

51,000

Tianjin Tuanbo Ludao Construction Co., Ltd.

58,900

- 14 -

APPENDIX II GUARANTEES EXTENDED ON BEHALF OF SUBSIDIARIES AND ASSOCIATES AND JOINT VENTURES (INCLUDING THE EXTENSION OF EXTERNAL GUARANTEES BY SUBSIDIARIES) IN 2020

Entity

Region

Borrower

Loan Amount

(RMB' ten thousand)

Subsidiaries

Eastern China

Huainan Huaifu Properties Development Co., Ltd.

60,000

Luan Bintou Properties Co., Ltd.

45,000

Yancheng R&F Technology Development Co., Ltd.

294,988

Zhenjiang Jifu Properties Development Co., Ltd.

8,000

Jiaxing Xiuan Properties Development Co., Ltd.

30,000

Shanghai Qifu Properties Development Co., Ltd.

105,193

Hangzhou Guanfu Properties Development Co., Ltd./

20,000

Hangzhou R&F Properties Development Co., Ltd./

Hangzhou Rich Real Estate Development Co., Ltd.

Jinhua R&F Properties Development Co., Ltd.

114,000

Ningbo Pinfu Properties Development Co., Ltd.

59,600

Taizhou Jifu Properties Development Co., Ltd.

30,000

Wenzhou Pingfu Properties Development Co., Ltd.

8,980

Zhejiang R&F Properties Development Co., Ltd.

337,700

Southwestern

Zhaoqing Aoxin Properties Development Co., Ltd.

20,000

China

Guilin Fuxin Properties Development Co., Ltd.

22,000

Guangzhou Dingfu Business Operation Co., Ltd.

135,800

Guangzhou R&F Football Club Co., Ltd.

10,000

Guangzhou Guili Enterprise Development Co., Ltd.

6,000

Guangzhou Tianli Construction Co., Ltd.

477,800

Guangzhou Yaoying Properties Development Co., Ltd.

11,640

Huizhou Fumao Properties Development Co., Ltd.

25,000

Huizhou Changlong Properties Co., Ltd.

10,000

Longmen R&F Properties Development Co., Ltd.

2,200

Qingyuan R&F Properties Development Co., Ltd.

44,000

Qingyuan R&F Zhongyi Technology Development Co., Ltd.

35,000

Meizhou R&F Properties Development Co., Ltd.

46,000

Heshan R&F Properties Development Co., Ltd.

2,500

Zhongshan R&F Properties Development Co., Ltd.

5,000

- 15 -

APPENDIX II GUARANTEES EXTENDED ON BEHALF OF SUBSIDIARIES AND ASSOCIATES AND JOINT VENTURES (INCLUDING THE EXTENSION OF EXTERNAL GUARANTEES BY SUBSIDIARIES) IN 2020

Entity

Region

Borrower

Loan Amount

(RMB' ten thousand)

Subsidiaries

Northwestern

Baotou R&F Properties Development Co., Ltd.

20,000

China

Hohhot R&F Properties Development Co., Ltd.

30,000

Taiyuan R&F Properties Development Co., Ltd.

287,448

Taiyuan R&F Shengda Properties Development Co., Ltd.

174,800

Taiyuan Furun Properties Development Co., Ltd.

119,930

Changzhi R&F Properties Development Co., Ltd.

24,000

Urumqi R&F Properties Development Co., Ltd.

30,000

Xian Fangcheng Properties Co., Ltd.

220,500

Southwestern

Meishan R&F Properties Development Co., Ltd.

7,000

China

Ziyang Hezhong Properties Development Co., Ltd.

1,059

Guangzhou R&F Properties (Chongqing) Co., Ltd.

188,000

Chongqing R&F Yujing Properties Development Co., Ltd.

59,930

Chongqing Jiafu Properties Development Co., Ltd.

35,000

Central Southern

Hunan Longping Jiuhua Properties Development Co., Ltd.

15,400

China

Hunan Yuankang R&F Properties Co., Ltd.

60,600

Zunyi R&F Properties Development Co., Ltd.

16,000

Ganzhou Fuhui Properties Development Co., Ltd.

20,600

Associates and Joint Ventures

Northern China

Tangshan Furun Properties Development Co., Ltd.

10,430

Weihai Fuhuan Properties Development Co., Ltd.

70,000

Tianjin Jinnan Xincheng Properties Development Co., Ltd.

63,000

Hengshui Fuming Properties Development Co., Ltd.

7,000

Eastern China

Anhui Zhenxing Properties Co., Ltd.

20,000

Suzhou Fujing Properties Co., Ltd.

15,000

Southern China

Guangzhou Tengshun Investment Co., Ltd.

175,555

Guangzhou Zhonglimei Investment Co., Ltd.

338,340

Hengxin International Optical Co., Ltd.

36,955

Central Southern

Putian Ruisheng Properties Co., Ltd.

9,800

China

Wuhan Meiqiao Chuangxin Technology Development Co.,

50,000

Ltd.

Total

4,828,648

- 16 -

APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

(a joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 2777)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2020 Annual General Meeting ("AGM") of Guangzhou R&F Properties Co., Ltd. (the "Company") will be held at 11:00 a.m. on Friday, 28 May 2021 at the Conference Room, 54/F., R&F Center, No. 10 Huaxia Road, Pearl River New Town, Guangzhou, the PRC to consider, approve and authorize the following matters:

  1. ORDINARY RESOLUTIONS
    1. To consider and approve the report of the board of directors (the "Board") of the Company for the year ended 31 December 2020.
    2. To consider and approve the report of the supervisory committee of the Company for the year ended 31 December 2020.
    3. To consider and approve the audited financial statements and the report of the auditors for the year ended 31 December 2020.
    4. To consider and declare a final dividend for the year ended 31 December 2020 of RMB0.62 per share.
    5. To consider and re-appoint PricewaterhouseCoopers as auditor of the Company, and to authorize the Board to fix the remuneration of the auditor.
    6. To authorize the Board to decide on matters relating to the payment of interim dividend for the six months ended 30 June 2021.
    7. To consider and re-elect the following retiring directors, and authorize the Board to fix their remunerations (Note 1):
      1. Re-electionof Dr. Li Sze Lim as the Company's executive director;
      2. Re-electionof Mr. Zhang Li as the Company's executive director; and
      3. Re-electionof Mr. Ng Yau Wah, Daniel as the Company's independent non-executive director.

- 17 -

APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

    1. To authorize the legal representative(s) or authorized person(s) of the Company and its subsidiaries to sign composite credit facilities or loans related agreements and documents with the limit of each agreement not more than RMB8 billion (including RMB8 billion).
  2. SPECIAL RESOLUTIONS
    To consider and approve the following special resolutions with or without amendments:
    1. To consider and approve in the ordinary course of business, the Company to extend guarantees on behalf of subsidiaries and extend guarantees on behalf of associates and joint ventures and other investee companies (including the extension of external guarantees by the subsidiaries), the new aggregate amount of the guarantees shall be up to RMB100 billion, under any of the conditions below from the date of passing of this special resolution until the next annual general meeting:
      1. total external guarantees of the Company and its subsidiaries reach or exceed 50% of their latest audited net assets value;
      2. total external guarantees of the Company reach or exceed 30% of its latest audited total assets value;
      3. the debt to asset ratio of the guaranteed subsidiary exceeds 70%; or
      4. the single guarantee to be provided to a subsidiary exceeds 10% of the Company's latest audited net assets value.

Subject to the approval for the guarantees above by the Shareholders at the general meeting, each single external guarantee not more than RMB8 billion shall be approved by the chairman. The authorization to sign relevant documents shall be granted to the chairman.

Guarantees extended on behalf of subsidiaries and extended on behalf of associates and joint ventures and other investee companies each year will have to be ratified at the annual general meeting for that year.

10. To consider and approve the guarantees extended pursuant to special resolution no. 10 of the 2019 annual general meeting, the guarantees extended on behalf of subsidiaries and associates and joint ventures (including the extension of external guarantees by the subsidiaries) in 2020 is set out in Appendix II of this circular.

- 18 -

APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

11. "That:

  1. an unconditional and general mandate be granted to the Board to issue, allot and deal in additional shares in the capital of the Company, and to enter into offers and agreements or to grant options in respect thereof, subject to the following conditions:
    1. such mandate shall not extend beyond the Relevant Period save that the Board may during the Relevant Period enter into offers and agreements or to grant options which may require the exercise of such powers after the end of the Relevant Period;
    2. the aggregate nominal amount of shares, allotted, issued and dealt with by the Board pursuant to such mandate shall not exceed 20% of the aggregate nominal amount of H Shares in issue at the date of passing this resolutions; and
    3. the Board shall only exercise its power under such mandate in accordance with the Company Law of the People's Republic of China ("PRC") and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") (the "Listing Rules") and only if all necessary approvals from the China Securities Regulatory Commission (the "CSRC") and/or other relevant PRC authorities are obtained;
  3. contingent on the Board resolving the issue of shares pursuant to sub- paragraph (1) of this resolution, the Board be authorized to:
    1. approve, execute and do or procure to be executed and done, all such documents, deeds and things as it may consider necessary in connection with the issue of new shares, including without limitation, the class and number of shares to be issued, the issue price, the period of issue and the number of new shares to be issued to existing shareholders, if any;
    2. determine the use of proceeds and to make all necessary filings and registrations with the relevant PRC, Hong Kong of the PRC and other authorities; and
    3. increase the registered capital of the Company in accordance with the addition of capital by issuing shares pursuant to sub-paragraph (1) of this resolution, to register the increase of the registered capital of the Company with the relevant authorities in the PRC and to make such amendments to the Articles of Association of the Company (the "Articles of Association") as the Board thinks fit so as to reflect the increase in the registered capital of the Company.

- 19 -

APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

  1. for the purpose of this resolution:
    "H Shares" means the ordinary shares in the capital of the Company listed on the main board of the Stock Exchange, with a nominal value of RMB0.25 each, which are subscribed for and traded in Hong Kong dollars.
    "Relevant Period" means the period from the passing of this resolution until the earlier of:
    1. the conclusion of the next annual general meeting of the Company following the passing of this resolution;
    2. the expiration of the 12-month period after the passing of this resolution; or
    3. the date on which the authority set out in this resolution is revoked or varied by passing a special resolution by the Shareholders at the general meeting."

12. "To consider and approve the Company's issue of direct debt financing products and asset securitization products (including but not limited to REITs) in 2021.

In order to effectively optimize the Company's debt structure, lower its finance costs, expand its financing channels and ensure its sustainable development, after taking into account the capital needs for business development of the Company and its assets and liabilities, the Company proposes to apply for the issue of direct debt financing products and asset securitization products (including but not limited to REITs) in the principal amount of no more than RMB100 billion (RMB100 billion inclusive) in 2021 (being the period from the date of approval of this resolution at the AGM to the date of next annual general meeting). The Company proposes to issue bonds and asset securitization products (including but not limited to REITs) in the PRC in accordance with the requirements of the relevant laws and regulations, and the uses of proceeds include but are not limited to replenishment of working capital, repayment of borrowings from financial institutions and non-financial institutions and credit debts, urban renewal projects, equity/asset acquisitions, equity investments, project investments and other uses in compliance with the laws, regulations and policy requirements in the PRC.

Under the Articles of Association, the details for the Company's issue of direct debt financing products and asset securitization products (including but not limited to REITs) in 2021 are as follow:

  1. Size of issue
    The Company proposes to apply to the relevant regulatory authorities for the issue of direct debt financing products and asset securitization products (including but not limited to REITs) in the principal amount of no more than RMB100 billion (RMB100 billion inclusive) in 2021 (being the period from

- 20 -

APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

the date of approval of this resolution at the AGM to the date of next annual general meeting). Such principal amount excludes the amount of the financing products the issue of which the Company is applying for in accordance with the approval obtained at the general meeting or the issue of which the Company has applied for but has not been completed.

  1. Form of financing
    Various direct debt financing products and asset securitization products issued in the PRC, including but not limited to corporate bonds, enterprise bonds, inter-bank bond market financing products, asset securitization products and REITs issued under the approvals of competent authorities.
    The specific types include but are not limited to the domestic bonds recognised by competent authorities such as housing lease (including long-rental apartments) corporate bonds, housing lease (including long-rental apartments) asset securitization, housing lease trust benefit asset securitization, public corporate bonds, non-public corporate bonds, renewable corporate bonds, innovation and startup corporate bonds, green corporate bonds, project return corporate bonds, enterprise bonds, medium-term notes (including perpetual medium-term notes), short-term notes, super & short-term commercial papers, property purchase loan balance asset securitization, supply chain financial asset securitization, commercial real estate asset securitization, property management fee asset securitization, REITs, urban renewal specific debt financing instruments, debt financing plans, inter-bank bond market financing products, asset securitization and other products issued with the approvals of competent authorities.
  2. Method of issue
    The Company may issue the products on a one-off basis or in tranches in view of its practical situations, which shall be decided by the Board.
  3. Uses of proceeds
    Including but not limited to the replenishment of working capital, repayment of borrowings from financial institutions and non-financial institutions and credit debts, urban renewal projects, equity/asset acquisitions, equity investments, project investments and other uses in compliance with the laws, regulations and policy requirements in the PRC, which shall be decided by the Board in issuing specific products in view of the practical situations of the Company.

- 21 -

APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

  1. Financing guarantee
    If any market business or transaction structure requires guarantee, the relevant approval procedures shall be completed within the scope of approval obtained at the general meeting and in accordance with the requirements of the Articles of Association.
  2. Financing entity
    The Company and its subsidiaries.
  3. Effective period of resolution
    12 months from the date on which the resolution is considered and passed at the AGM (i.e. the period from the date of approval of this resolution at the AGM to the date of next annual general meeting)."

13. "That the Board (or its authorized person(s)) be and is hereby authorized to handle at its sole discretion the matters in relation to the Company's issue of direct debt financing products and asset securitization products (including but not limited to REITs) in 2021.

It is proposed that an authorization be granted at the AGM to the Board (or its authorized person(s)) to handle at its sole discretion the matters in relation to the Company's issue of direct debt financing products and asset securitization products (including but not limited to REITs) in 2021, including but not limited to:

  1. To decide specific products to be issued within the size of issue approved at the AGM;
  2. To decide specific uses of proceeds from each issue in view of the actual needs of the Company;
  3. To decide specific plans, terms and conditions of the products to be issued and the relevant matters in view of the needs of the Company and market conditions, including but not limited to determining and/or amending the type, quantity, amount, issue price and interest rate of each issue or the method of determination thereof, the place, timing and term of issue, whether issued in tranches and the number of tranches, rating arrangements, guarantee matters, date of issue, subscribers, method of issue, specific use of proceeds, placing arrangements, underwriting arrangements, debt repayment guarantee measures, principal and interest repayment arrangements, issue and listing (quotation), post-issue transactions, disclosure of the relevant information and all other matters relating to the issue;

- 22 -

APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

  1. To engage intermediaries in view of the actual needs for the issue of direct debt financing products and asset securitization products (including but not limited to REITs), and to negotiate about, enter into and amend the relevant contracts or agreements and other necessary documents and make proper information disclosure;
  2. In the event of any change in regulatory policies or market conditions, the proposal and other relevant matters may be adjusted according to the opinions of the relevant competent authorities or market changes, save for those which are required to be voted on again at the general meeting of the Company in accordance with the laws and regulations and the Articles of Association;
  3. To handle the matters in relation to each issue of products by the Company, enter into the relevant legal documents, and handle other matters which are not set out above and relating to all necessary procedures for those products;
  4. To handle other matters which are not set out above and relating to debt financing products;
  5. To take any and all necessary, desirable or appropriate actions in relation to the relevant matters, including but not limited to approving and signing all necessary contracts, agreements and documents, disclosing the relevant information in accordance with the applicable regulatory rules, making appropriate adjustments according to the feedbacks, if any, from the relevant PRC regulatory authorities, and approving, confirming and ratifying any actions or steps taken by any authorized director(s);
  6. To take all necessary actions, determine or handle all other matters relating to the issue, including deciding, in its absolute discretion, to postpone or suspend the issue in case of force majeure or any other reason which renders the issue impracticable or unable to bring benefits to the Company despite being practicable;
  7. Within the scope of the authorization, the Board may authorize the chairman of the Board to determine specific issue matters and deal with specific matters relating to the debt financing products;
  8. The term of authorization shall commence on the date of consideration and approval at the AGM and end on the date on which all the aforesaid matters are completed."

By order of the Board

Guangzhou R&F Properties Co., Ltd.

Li Sze Lim

Chairman

20 April 2021, Hong Kong

- 23 -

APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

Notes:

  1. The biographical details of the candidates of directors are set out on pages 11 to 13 of the circular dated 20 April 2021. The term of the re-appointment of each of the director will be three years from the expiry date of their present term.
  2. The Register of Members of the Company will be closed for the following period:
    The holders of the Company's H Shares are reminded that pursuant to the Articles of Association and for determining the right of shareholders to attend and vote at the AGM, the register of the shareholders of the Company shall be closed from Monday, 24 May 2021 to Friday, 28 May 2021 (both days inclusive), during which period, no transfer of shares will be registered. Shareholders, who intend to attend the AGM, must deliver their instruments of transfer together with the relevant share certificates and form of transfer to 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 no later than 4:30 p.m. on Friday, 21 May 2021.
    For the purpose of determining shareholders who qualify for the final dividend, the Register of Members of the Company will be closed from Thursday, 3 June 2021 to Wednesday, 9 June 2021 (both days inclusive). In order to qualify for the final dividend, all transfer documents should be lodged for registration with the Company's Hong Kong branch share registrar, 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 Wednesday, 2 June 2021.
  3. Any shareholder of the Company entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and vote on his/her behalf. A proxy needs not be a shareholder of the Company. Where a shareholder of the Company appoints more than one proxy, his/her proxies can only vote in a poll.
  4. To be valid, the proxy form is to be used by shareholder of the Company wishing to appoint a proxy and, if such proxy form is signed by a person authorized by a shareholder pursuant to a power of attorney or other authority, a notarized copy of that power of attorney or other authority must be delivered together with the proxy form to the Company or 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 less than 24 hours before the time designated for the commencement of the AGM.
  5. A shareholder or his/her/its proxy shall produce proof of identity when attending the AGM. If a corporate shareholder appoints its representative to attend the meeting, such representative shall produce proof of identity and a copy of the resolution of the Board or governing body of such shareholder.
  6. In accordance with the Articles of Association, where there are joint registered shareholders, only the first named shareholder in the register of shareholders has the right to receive this notice, attend the AGM and exercises the voting right.
  7. The AGM is expected to last for about half a day. Shareholders of the Company or their proxies attending the AGM shall be responsible for their own transportation, food and lodging.

As at the date of this announcement, the executive directors of the Company are Dr. Li Sze Lim, Mr. Zhang Li, Mr. 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 purpose only

- 24 -

Attachments

  • Original document
  • Permalink

Disclaimer

Guangzhou R&F Properties Co. Ltd. published this content on 19 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 April 2021 00:35:08 UTC.