Yuexiu Property : (1) CONTINUING CONNECTED TRANSACTIONS ...

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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.

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 licensed securities dealer or other registered institution 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 you should at once hand this Circular and the accompanying form of proxy to the purchaser(s) or transferee(s) or to the licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

(Incorporated in Hong Kong with limited liability)

(Stock Code: 00123)

1. CONTINUING CONNECTED TRANSACTIONS AND MAJOR TRANSACTION IN RELATION TO BANK DEPOSITS;
2. 1. NOTICE OF GENERAL MEETING; AND
   2. CLOSURE OF REGISTER OF MEMBERS

Independent Financial Adviser to the Independent Board Committee

and the Independent Shareholders

SOMERLEY CAPITAL LIMITED

A notice convening the General Meeting (as defined herein) of Yuexiu Property Company Limited to be held at Plaza I-IV, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Tuesday, 22 October 2019 at 3:30 p.m. (or as soon as practicable immediately after the conclusion or adjournment of the general meeting of the Company to be held at 3:00 p.m. on the same date and at the same place) is set out on pages GM-1 to GM-2 of this Circular. Whether or not you are able to attend the meeting, please complete and return the accompanying form of proxy in accordance with the instructions printed thereon and return it to the share registrar of Yuexiu Property Company Limited, Tricor Abacus Limited, at Level 54, 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 fixed for the holding of the meeting or any adjourned meeting thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting at the meeting or any adjourned meeting thereof (as the case may be) should you so wish.

27 September 2019

	CONTENTS
		Page
DEFINITIONS . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
LETTER FROM THE INDEPENDENT BOARD COMMITTEE. . . . . . . . . . . . . .	13
LETTER FROM THE INDEPENDENT FINANCIAL ADVISOR . . . . . . . . . . . . .	14
APPENDIX I:	FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . .	I-1
APPENDIX II:	GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . .	II-1
NOTICE OF GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	GM-1

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DEFINITIONS

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

"2017 Announcement"	has the meaning ascribed to it under the section headed
	"Introduction" in this Circular
"2017 Bank Deposits	the master agreement dated 16 May 2017 entered into
Agreement"	between the Company and CHB in relation to Bank
	Deposits
"2017 Circular"	has the meaning ascribed to it under the section headed
	"Introduction" in this Circular
"2020 Bank Deposits	the master agreement dated 23 September 2019 entered
Agreement"	into between the Company and CHB in relation to Bank
	Deposits
"Announcement"	the announcement of the Company dated 23 September
	2019 in relation to the renewal of the renewals of
	continuing connected transactions of the Company in
	relation to the Bank Deposits
"Annual Cap"	the maximum daily outstanding balance of the Bank
	Deposits allowed to be placed by the Group with the CHB
	Group on any given day
"associate(s)"	has the meaning as ascribed to it under the Listing Rules
"Bank Deposits"	deposits of whatever duration and nature and any other
	bank balances maintained by the Group (or any member
	of the Group) with the CHB Group from time to time
"Board"	the board of Directors
"Cash Holdings"	has the meaning ascribed to it under the section headed
	"Continuing Connected Transactions and Major
	Transaction in relation to Bank Deposits - New Annual
	Caps" in this Circular

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	DEFINITIONS
"Charged Deposits"	certain amounts of presale proceeds of properties as
	guarantee deposits for constructions of related properties
	that certain property development companies of the
	Group are required to be placed in designated bank
	accounts in accordance with relevant documents issued
	by local State-Owned Land and Resource Bureau as part
	of the Group's sale process in its ordinary course of
	business
"CHB"	Chong Hing Bank Limited, a company incorporated in
	Hong Kong with limited liability and the shares of which
	are listed on the Main Board of the Stock Exchange
	(Stock Code: 01111)
"CHB Group"	CHB and its subsidiaries
"Circular"	this circular in relation to the Bank Deposits issued by the
	Company in accordance with the Listing Rules
"Company"	Yuexiu Property Company Limited, a limited liability
	company incorporated under the laws of Hong Kong and
	the shares of which are listed on the Main Board of the
	Stock Exchange (Stock Code: 00123)
"connected person(s)"	has the meaning ascribed to it under the Listing Rules
"controlling shareholder(s)"	has the meaning ascribed to it under the Listing Rules
"Directors"	the directors of the Company
"General Meeting"	the general meeting of the Company to be convened to
	consider and, if thought fit, to approve the 2020 Bank
	Deposits Agreement and the transactions contemplated
	thereunder (including the New Annual Caps)
"Group"	the Company and its subsidiaries
"GZYX"	Guangzhou Yue Xiu Holdings Limited* (廣州越秀集團有
	限公司), a limited liability company incorporated under
	the laws of the PRC, which is beneficially wholly-owned
	by the Guangzhou Municipal People's Government of the
	PRC and which is the ultimate controlling shareholder of
	the Company

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	DEFINITIONS
"HK$"	the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the
	People's Republic of China
"Independent Board Committee"	the independent board committee comprising only Mr.
	LAU Hon Chuen Ambrose, the independent non-
	executive Director who does not have a material interest
	in the Transactions, established to advise the Independent
	Shareholders in respect of the Transactions
"Independent Financial Adviser"	Somerley Capital Limited, being the independent
or "Somerley Capital Limited"	financial adviser to the Independent Board Committee
	and the Independent Shareholders in respect of the
	Transactions
"Independent Shareholders"	the Shareholders, other than YXE and its associate(s) and
	Mr. Li Feng, Mr. Lee Ka Lun and Mr. Yu Lup Fat Joseph
"Independent Third Party(ies)"	a third party which, together with its beneficial owner(s)
	(if any) and to the best of the Directors' knowledge,
	information and belief, having made all reasonable
	enquiries, is a third party independent of the Company
	and its connected persons in accordance with the Listing
	Rules
"Latest Practicable Date"	26 September 2019, being the latest practicable date prior
	to the printing of this Circular for ascertaining
	information contained herein
"Listing Rules"	the Rules Governing the Listing of Securities on The
	Stock Exchange of Hong Kong Limited
"Mainland China"	the People's Republic of China which, for the purpose of
	this Circular, excludes Hong Kong, the Macau Special
	Administrative Region and Taiwan
"New Annual Caps"	has the meaning ascribed to it under the section headed
	"Continuing Connected Transactions and Major
	Transaction in relation to Bank Deposits - New Annual
	Caps" in this Circular
"PBOC"	The People's Bank of China

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