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

Neither this announcement nor any copy thereof may be released into or distributed directly or indirectly in the United States or any other jurisdiction where such release or distribution might be unlawful.

This announcement is for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

This announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States or any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The securities referred to herein will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act ("Regulation S")) absent registration, except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the U.S. Securities Act. There will be no public offer of securities in the United States.

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

(Stock code: 2777)

COMPLETION OF PLACING OF NEW H SHARES

UNDER SPECIFIC MANDATE

Joint Bookrunners and Placing Agents

Co-Managers

1

The Company is pleased to announce that completion of the Placing took place on 30 December 2019.

A total of 273,000,000 Placing Shares have been successfully placed at the Placing Price of HK$13.68 per Placing Share to no less than six (6) independent Placees, who and whose respective ultimate beneficial owners are independent of, and not connected with, the Company and the connected persons of the Company.

Reference is made to the announcement of the Company dated 19 December 2019 (the "Announcement") in relation to, among other things, the Placing. Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those defined in the Announcement.

COMPLETION OF THE PLACING

The Company is pleased to announce that completion of the Placing took place on 30 December 2019.

A total of 273,000,000 Placing Shares, representing approximately 21.19% and 7.81% of the total issued H Shares and the total issued Shares, respectively, as enlarged by the allotment and issue of the Placing Shares, have been successfully placed at the Placing Price of HK$13.68 per Placing Share to no less than six (6) independent Placees, who and whose respective ultimate beneficial owners are independent of, and not connected with, the Company and the connected persons of the Company.

The Company received total gross proceeds from the Placing of approximately HK$3,735 million. The Company intends to use the net proceeds (after deducting related costs and expenses) from the Placing to repay the Company's off-shore debts. The Company may, depending on the actual conditions and the maturity profiles, repay those debts using self-raised funds which will be replaced with the proceeds raised later. The proceeds raised will not be used for repaying debts incurred for residential development and construction.

2

EFFECT ON SHAREHOLDING STRUCTURE OF THE COMPANY

The table below sets out the shareholding structure of the Company immediately before and after completion of the Placing:

Immediately before completion

Immediately after completion

of the Placing

of the Placing

Approximate

Approximate

percentage

percentage

of the

of the

Company's

Company's

Number of

issued share

Number of

issued share

Shares

capital

Shares

capital

Domestic Shares

Li Sze Lim (Note 1)

1,045,092,672

32.43%

1,045,092,672

29.90%

Zhang Li (Note 1)

1,025,092,672

31.81%

1,025,092,672

29.33%

(Note 5)

(Note 5)

Zhou Yaonan (Note 1)

22,922,624

0.71%

22,922,624

0.66%

Lu Jing (Note 1)

35,078,352

1.09%

35,078,352

1.00%

Chen Liangnuan (Note 2)

20,000,000

0.62%

20,000,000

0.57%

Other domestic shareholders

58,922,624

1.83%

58,922,624

1.69%

Sub-total of Domestic Shares

2,207,108,944

68.49%

2,207,108,944

63.14%

H Shares

Li Sze Lim (Note 1)

38,000,000

1.18%

38,000,000

1.09%

(Note 6)

(Note 6)

Zhang Li (Note 1)

6,632,800

0.21%

6,632,800

0.19%

Li Helen (Note 3)

1,003,600

0.03%

1,003,600

0.03%

Ng Yau Wah, Daniel (Note 4)

588,000

0.02%

588,000

0.02%

Public shareholders

969,034,000

30.07%

969,034,000

27.72%

Placees (Note 7)

-

-

273,000,000

7.81%

Sub-total of H Shares

1,015,258,400

31.51%

1,288,258,400

36.86%

Total

3,222,367,344

100%

3,495,367,344

100%

Notes:

  1. Li Sze Lim, Zhang Li, Zhou Yaonan and Lu Jing are executive directors of the Company.
  2. Chen Liangnuan is a supervisor of the Company.
  3. Li Helen is a non-executive director of the Company.

3

  1. Ng Yau Wah, Daniel is an independent non-executive director of the Company.
  2. The number of Domestic Shares held by Zhang Li consists of 1,005,092,672 Domestic Shares held as beneficial owner and 20,000,000 Domestic Shares held by his spouse.
  3. The number of H Shares held by Li Sze Lim consists of 17,000,000 H Shares held as beneficial owner, 5,000,000 H Shares held by his spouse and 16,000,000 H Shares held by corporation controlled by him.
  4. The Placees are independent of and not connected with any directors, supervisors, chief executive officer or substantial shareholders (as defined under the Listing Rules) of the Company and its subsidiaries or any of their respective associates (as defined under the Listing Rules). None of the Placees has become a substantial shareholder (as defined under the Listing Rules) of the Company as a result of completion of the Placing. Based on the foregoing, the Placing Shares will be considered as Shares held by the public.

By order of the Board

Guangzhou R&F Properties Co., Ltd.

Michael Lee

Joint Company Secretary

Hong Kong, 30 December 2019

As at the date of this announcement, the executive directors of the Company are Dr. Li Sze Lim, Mr. Zhang Li, Mr. Zhou Yaonan and Mr. Lu Jing; 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

4

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Guangzhou R&F Properties Co. Ltd. published this content on 30 December 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 December 2019 09:10:06 UTC