Guangzhou R&F Properties : Supplemental Notice of Annual General Meeting

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.

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

(Stock Code: 2777)

SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

Reference is made to the notice of annual general meeting of Guangzhou R&F Properties Co., Ltd. (the "Company") dated 20 April 2021 (the "AGM Notice"), by which the Company convenes an annual general meeting to be held at the Conference Room, 54/F., R&F Center, No. 10 Huaxia Road, Pearl River New Town, Guangzhou, the PRC on Friday, 28 May 2021 at 11:00 a.m. (the "AGM") and this supplemental notice shall be read together with the AGM Notice.

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that in addition to the resolutions set out in the AGM Notice, the following resolution will be considered and, if thought fit, approved (with or without modification) by shareholders of the Company (the "Shareholders") at the AGM:

1. SPECIAL RESOLUTION
   14. "To consider and approve:
2. 1. the proposed increase in the registered capital of the Company from RMB938,091,836 to RMB3,752,367,344 by increasing the par value of each Share from RMB0.25 to RMB1 through the application of the capital reserve of the Company, without increasing the number of Shares (the "Capitalisation of Capital Reserve");
   2. the proposed amendments to the Articles of Association (the "Proposed Articles Amendments"); and

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1. any one Director be and is hereby authorized to deal with all the matters in relation to the Capitalisation of Capital Reserve in his/her sole discretion, execute all relevant documents and make such arrangements as he/she thinks appropriate and fit to give effect to, or to implement the Capitalisation of Capital Reserve, including but not limited to:
2. 1. to determine the exact amount to be applied out of the capital reserve account of the Company;
   2. to make appropriate arrangements (if needed) with the Company's H share registrar in respect of the issue of the new share certificates; and
   3. to execute relevant documents and authorize specific personnel of the Company to go through the registration and filing procedures with the relevant regulatory authorities (if required) in respect of the Capitalisation of Capital Reserve and the Proposed Articles Amendments, and to take any other actions if necessary."

By Order of the Board

Guangzhou R&F Properties Co., Ltd.

Li Sze Lim

Chairman

12 May 2021, Hong Kong

Notes:

1. Except for the proposed supplemental resolution, all other matters of the AGM remain unchanged. For details of the other resolutions to be considered and approved at the AGM, eligibility for attending the AGM, proxy arrangement, registration procedures, closure of register of members and other relevant matters, please refer to the circular and the notice for the AGM dated 20 April 2021.
2. The supplemental proxy form of the AGM is enclosed with this supplemental notice and is to be used by shareholder of the Company wishing to appoint a proxy. If such supplemental proxy form is signed by a person authorized by a shareholder pursuant to a power of attorney or other instruments, a notarized copy of that power of attorney or other instrument must be delivered together with the supplemental proxy form 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, not less than 24 hours before the time designated for the commencement of the AGM.
3. The supplemental proxy form of the AGM is to be used for the supplemental resolution set out in this supplemental notice and will not affect the validity of duly completed form of proxy in respect of the resolutions set out in AGM Notice. If you have already appointed a proxy to attend and act on your behalf at the AGM but do not return this supplemental proxy form of the AGM, your proxy will have the right to vote on the supplemental resolution at his/ her discretion.

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

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