Yuexiu Property : PROPOSED GENERAL MANDATES TO ISSUE NEW ...

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 a 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 Yuexiu Property Company Limited ("Company"), you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchange 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.

(Incorporated in Hong Kong with limited liability)

(Stock code: 00123)

PROPOSED GENERAL MANDATES TO ISSUE NEW SHARES AND

BUY BACK SHARES

PROPOSED RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of the Company to be held at Plaza I-IV, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Wednesday, 29 May 2019 at 10:30 a.m. is set out in this circular. Whether or not you are able to attend the meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company's share registrar, Tricor Abacus Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the meeting (or any adjourned meeting thereof).

26 April 2019

		CONTENTS
			Page
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			1
Appendix I	-	Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Appendix II	-	2019 AGM Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix III	-	Details of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11

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LETTER FROM THE BOARD

	(Incorporated in Hong Kong with limited liability)
	(Stock code: 00123)
Executive Directors:	Registered office:
Lin Zhaoyuan (Chairman)	26th Floor, Yue Xiu Building
Lin Feng	160 Lockhart Road
Li Feng	Wanchai
Chen Jing	Hong Kong
Liu Yan

Independent non-executive Directors:

Yu Lup Fat Joseph

Lee Ka Lun

Lau Hon Chuen Ambrose

26 April 2019

To the shareholder(s)

Dear Sir or Madam,

PROPOSED GENERAL MANDATES TO ISSUE NEW SHARES AND

BUY BACK SHARES

PROPOSED RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

GENERAL MANDATE TO ISSUE SHARES

At the last annual general meeting of Yuexiu Property Company Limited ("Company") held on 29 May 2018 ("2018 AGM"), a general mandate was given to the directors of the Company ("Directors") to allot, issue and deal with shares of the Company ("Share(s)"). Such mandate will lapse at the conclusion of the forthcoming annual general meeting to be held on 29 May 2019 at 10:30 a.m. at Plaza I-IV, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong ("2019 AGM"). In order to ensure flexibility and discretion to the Directors in the event that it becomes desirable to allot or issue any Shares and grant rights to subscribe for, or to convert any security into, Shares in the Company, approval is being sought from the shareholders of the Company ("Shareholders") at the 2019 AGM to grant a general mandate unconditionally to the Directors to allot or issue new Shares and grant rights to subscribe for, or to convert any security into, Shares up to 20 per cent of the total number of Shares in issue (subject to adjustment in the case of subdivision and/or consolidation of shares) as at the date of the passing of the proposed ordinary resolution ("General Mandate") (i.e. a maximum of 3,096,456,087 Shares assuming that no further Shares are issued prior to the date of the 2019 AGM). The obtaining of the General Mandate is in accordance with the Rules

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LETTER FROM THE BOARD

Governing the Listing of Securities ("Listing Rules") on The Stock Exchange of Hong Kong Limited ("Stock Exchange"). The proposed resolution ("General Mandate Resolution") is set out as Ordinary Resolution 5B in the Notice of the 2019 AGM dated 26 April 2019 ("2019 AGM Notice"), which is set out in Appendix II to this circular.

Concerning the General Mandate Resolution, the Directors wish to state that they have no immediate plans to allot or issue any new Shares or grant any rights to subscribe for, or convert any security into, Shares. Approval is being sought from the Shareholders as a general mandate for the purposes of Section 141 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) ("Companies Ordinance") and the Listing Rules.

GENERAL MANDATE TO BUY-BACK OF SHARES

The Listing Rules permit companies with a primary listing on the Stock Exchange to buy back their own securities on the Stock Exchange, subject to certain restrictions. At the 2018 AGM, a general mandate was given to the Directors to buy back Shares. Such mandate will lapse at the conclusion of the 2019 AGM. Therefore, an ordinary resolution (as set out in Resolution 5A ("Buy-back Mandate Resolution") in the 2019 AGM Notice, which is set out in Appendix II to this circular) will be proposed to grant to the Directors an unconditional general mandate to, inter alia, buy back up to 10 per cent of the total number of Shares of the Company in issue (subject to adjustment in the case of subdivision and/or consolidation of shares) as at the date of the passing of the Buy-back Mandate Resolution ("Buy-back Mandate"). The Company is required, by the provisions of the Listing Rules regulating such securities buy-backs and by Section 239(2) of the Companies Ordinance, to send to the Shareholders an explanatory statement containing all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the Buy-back Mandate Resolution. Such explanatory statement is set out in Appendix I to this circular.

Concerning the Buy-back Mandate Resolution, the Directors wish to state that they have no immediate plans to buy back any existing Shares.

PROPOSED RE-ELECTION OF DIRECTORS

In accordance with Article 91 of the Articles of Association of the Company ("Articles of Association"), the Directors retiring by rotation at the 2019 AGM are Messrs Lee Ka Lun and Lau Hon Chuen Ambrose.

All of them, being eligible, will offer themselves for re-election at the 2019 AGM. Details of the above Directors, which are required to be disclosed by the Listing Rules, are set out in Appendix III to this circular.

The Nomination Committee, having reviewed the Board's composition, nominated Messrs Lee Ka Lun and Lau Hon Chuen Ambrose to the Board for it to recommend to Shareholders for re-election at the AGM.

Regarding the above mentioned nomination, the Nomination Committee and the Board had also taken into account their respective contributions to the Board and their commitment to their roles, meritocracy and various aspects set out in the Board Diversity Policy, including but not limited to gender, age, cultural and educational background, ethnicity, their respective professional experience (e.g. legal, accounting, finance and capital operation, etc.), skills, knowledge and length of service.

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LETTER FROM THE BOARD

In addition, the Nomination Committee has also considered the annual confirmation of independence given by each of Mr. Lee Ka Lun and Mr. Lau Hon Chuen Ambrose, both being independent non-executive directors of the Company eligible for re-election at the 2019 AGM, in accordance with Rule 3.13 of the Listing Rules, and considered them to be independent. Both Mr. Lee Ka Lun and Mr. Lau Hon Chuen Ambrose have served as independent non-executive directors of the Company for more than 9 years. As an independent non-executive director, each of Mr. Lee and Mr. Lau has demonstrated his ability to provide objective views and exercised independent judgements in fulfilling his duties to the Company during his directorship, and each of them continues demonstrating a firm commitment to his roles. The Nomination Committee is satisfied that the long service of each of Mr. Lee and Mr. Lau will not affect his exercise of independent judgement and each of them will continue to maintain his independence and fulfill the important role of an independent non-executive director as required by the Listing Rules.

Taking into account the above factors, the Board considers that the re-election of Mr. Lee and Mr. Lau as independent non-executive directors is in the best interest of the Company and Shareholders as a whole, and accepts the nomination by the Nomination Committee and recommends both of them to stand for re-election as independent non-executive directors at the 2019 AGM.

ANNUAL GENERAL MEETING

The 2019 AGM Notice is set out in Appendix II to this circular.

Whether or not you are able to attend the 2019 AGM, you are requested to complete and return the enclosed form of proxy for the 2019 AGM in accordance with the instructions printed thereon to the Company's share registrar, Tricor Abacus Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the 2019 AGM or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the 2019 AGM or any adjournment thereof should you so wish. The form of proxy shall deem to have been revoked when you attend and vote in person at the 2019 AGM.

Pursuant to Rule 13.39 of the Listing Rules, all votes of the Shareholders at the general meeting must be taken by poll.

RECOMMENDATION

The Directors consider the General Mandate, the Buy-back Mandate and the proposed re-election of Directors at the 2019 AGM to be in the interests of the Company and the Shareholders. Accordingly, the Directors recommend that you vote in favour of the ordinary resolutions to be proposed at the 2019 AGM.

Yours faithfully,

For and on behalf of the board of Directors of

Yuexiu Property Company Limited

Lin Zhaoyuan

Chairman

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