Longfor : PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND...

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 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 Longfor Group Holdings Limited, you should at once hand this circular with the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges 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.

LONGFOR GROUP HOLDINGS LIMITED

龍 湖 集 團 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code : 960)

PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES

AND TO REPURCHASE SHARES,

RE-ELECTION OF RETIRING DIRECTORS,

DECLARATION OF FINAL DIVIDEND

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Longfor Group Holdings Limited to be held at 2:30 p.m. on Tuesday, 28 May 2019 at Room 1501-02,15th Floor, Hong Kong Club Building, 3A Chater Road, Central , Hong Kong is set out on pages 13 to 17 of this circular. A form of proxy for your use at the annual general meeting is enclosed with this circular. Whether or not you propose to attend the annual general meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return the same to the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding of the annual general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting should you so desire.

Hong Kong, 24 April 2019

		CONTENTS
			Page
Definitions . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Chairman
Introduction	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			4
General Mandate to Repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			4
Re-election of the retiring Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			4
Declaration of Final Dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			5
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			5
Action to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			5
Voting by way of poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			6
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			6
Recommendation		. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I	-	Explanatory statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix II	-	Details of Directors proposed to be re-elected . . . . . . . . . . . . . . . . . .	10
Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			13

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DEFINITIONS

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

"Annual General Meeting"	the annual general meeting of the Company to be held at 2:30
	p.m. on Tuesday, 28 May 2019 at Room 1501-02,15th Floor,
	Hong Kong Club Building, 3A Chater Road, Central, Hong
	Kong
"Articles of Association"	the articles of association of the Company as amended,
	supplemented or modified from time to time
"Company"	Longfor Group Holdings Limited, an exempted company
	incorporated in the Cayman Islands on 21 December 2007
	with limited liability, with its Shares listed on the Stock
	Exchange
"Director(s)"	the director(s) of the Company
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"Latest Practicable Date"	15 April 2019, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	referred to in this circular
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"PRC"	the People's Republic of China
"Repurchase Resolution"	the proposed ordinary resolution as referred to in ordinary
	resolution no. 6 of the notice of the Annual General Meeting
"Repurchase Mandate"	a general mandate proposed to be granted to the Directors to
	exercise the power of the Company to repurchase during the
	period as set out in the Repurchase Resolution, up to a
	maximum of 10% of the total number of issued shares of the
	Company as at the date of passing the Repurchase Resolution
"SFO"	the Securities and Futures Ordinance, Chapter 571 of the
	Laws of Hong Kong, as amended, supplemented or modified
	from time to time
"Share(s)"	share(s) of HK$0.10 each in the share capital of the Company
"Shareholder(s)"	registered holder(s) of Share(s)

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	DEFINITIONS
"Share Issue Mandate"	a general mandate proposed to be granted to the Directors to
	exercise the power of the Company to allot, issue and deal
	with Shares during the period as set out in the proposed
	ordinary resolution as referred to in ordinary resolution no. 5,
	up to a maximum of 20% of the total number of issued shares
	of the Company as at the date of passing of the resolution
	approving the Share Issue Mandate
"Share Repurchase Rules"	the relevant rules set out in the Listing Rules to regulate the
	repurchase by companies with primary listing on the Stock
	Exchange of their own securities on the Stock Exchange
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	the Codes on Takeovers and Mergers
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"%"	per cent.

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LETTER FROM THE CHAIRMAN

LONGFOR GROUP HOLDINGS LIMITED

龍 湖 集 團 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code : 960)

Executive Directors:	Registered Office:
Madam WU Yajun (Chairperson)	Cricket Square
Mr. SHAO Mingxiao (Chief Executive Officer)	Hutchins Drive
Mr. ZHAO Yi	P.O. Box 2681
Mr. LI Chaojiang	Grand Cayman
	KY1-1111
Independent Non-executive Directors:	Cayman Islands
Mr. Frederick Peter CHURCHOUSE
Mr. CHAN Chi On, Derek	Principal Place of Business
Mr. XIANG Bing	in Hong Kong:
Mr. ZENG Ming	15th Floor, 1 Duddell Street, Central,
	Hong Kong
	Hong Kong, 24 April 2019
To the Shareholders,
Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES

AND TO REPURCHASE SHARES,

RE-ELECTION OF RETIRING DIRECTORS, DECLARATION OF

FINAL DIVIDEND AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding resolutions to be proposed at the Annual General Meeting relating to the granting to the Directors of the Share Issue Mandate, the Repurchase Mandate and the extension of the Share Issue Mandate, the re-election of retiring Directors, and the declaration of final dividend; and to seek your approval of the relevant resolutions relating to these matters at the Annual General Meeting.

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