Yuexiu Property : (1) MAJOR AND CONNECTED TRANSACTIONS IN ...

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.

This circular appears for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities.

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. MAJOR AND CONNECTED TRANSACTIONS IN RELATION TO THE ACQUISITIONS OF A 51% INTEREST IN TWO NEW METRO

PROPERTY PROJECTS;

1. PROPOSED RE-ELECTION OF DIRECTOR;
2. NOTICE OF GENERAL MEETING; AND
3. CLOSURE OF REGISTER OF MEMBERS

Independent Financial Adviser to the Independent Board Committee and

the Independent Shareholders

YU MING INVESTMENT MANAGEMENT LIMITED

禹 銘 投 資 管 理 有 限 公 司

A notice convening the GM (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 3:00 p.m. as set out on pages GM-1 to GM-3 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
LETTER FROM THE INDEPENDENT BOARD COMMITTEE. . . . . . . . . . . . . .	28
LETTER FROM THE INDEPENDENT FINANCIAL ADVISER . . . . . . . . . . . . .	31
APPENDIX I	- FINANCIAL INFORMATION OF THE GROUP . . . . . . .	I-1
APPENDIX IIA - ACCOUNTANT'S REPORT ON THE LUOGANG
	TARGET HOLDING COMPANY . . . . . . . . . . . . . . . . .	IIA-1
APPENDIX IIB - ACCOUNTANT'S REPORT ON THE CHEN
	TOUGANG TARGET HOLDING COMPANY . . . . . . .	IIB-1
APPENDIX IIIA - MANAGEMENT DISCUSSION AND ANALYSIS OF
	THE LUOGANG TARGET GROUP . . . . . . . . . . . . . . .	IIIA-1
APPENDIX IIIB - MANAGEMENT DISCUSSION AND ANALYSIS OF
	THE CHEN TOUGANG TARGET GROUP . . . . . . . . .	IIIB-1
APPENDIX IV	- UNAUDITED PRO FORMA FINANCIAL
	INFORMATION OF THE ENLARGED GROUP . . . . .	IV-1
APPENDIX VA - VALUATION REPORT ON THE LUOGANG TARGET
	HOLDING COMPANY. . . . . . . . . . . . . . . . . . . . . . . . . .	VA-1
APPENDIX VB - VALUATION REPORT ON THE CHEN TOUGANG
	TARGET HOLDING COMPANY . . . . . . . . . . . . . . . . .	VB-1
APPENDIX VC - VALUATION REPORT ON THE NEW METRO
	PROPERTY PROJECTS . . . . . . . . . . . . . . . . . . . . . . . .	VC-1
APPENDIX VI	- GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . .	VI-1
NOTICE OF GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	GM-1

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TIMETABLE

EXPECTED TIMETABLE FOR THE ACQUISITIONS AND THE GM

Despatch of GM circular and the GM Notice . . . . . . . . . . . . . . .Monday, 27 September 2019

Latest time for lodging transfer documents for

entitlements to the right to attend and vote at the GM . . . . . . . . . . . .4:30 p.m., Thursday, 17 October 2019

Latest time for lodging proxy forms for the GM . . . . . . . . . . . . . . . . . . . .3:00 p.m., Sunday, 20 October 2019

GM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3:00 p.m., Tuesday, 22 October 2019

Announcement of voting results of the GM . . . . . . . . . . . . . . . . . .Tuesday, 22 October 2019

Notes:

1. Shareholders should note that the dates or deadlines specified in the expected timetable for the Acquisitions and the GM as set out above, and in other parts of this circular, are indicative only. In the event any special circumstances arise, the Board may extend, or make adjustment to, the timetable if it considers it appropriate to do so. The Company will make an announcement to notify Shareholders and the Stock Exchange of any such extension or adjustment to the expected timetable.
2. All times and dates in this circular refer to Hong Kong local times and dates.

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DEFINITIONS

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

"51% Equity and Loan	collectively, 51% equity interest in the Luogang Target
Interests"	Company, 51% equity interest in the Chen Tougang
	Target Company and the Loan Rights
"Acquisitions"	acquisition of the 51% Equity and Loan Interests as
	described in the section headed "The Acquisitions -
	Subject matter and consideration of the Acquisitions"
"Announcement"	the announcement of the Company dated 10 September
	2019 in relation to the Acquisitions
"Appraised Value"	the market value of the relevant New Metro Property
	Project or the relevant Target Holding Company (as the
	case may be) as at 30 June 2019 as determined based on
	the relevant valuation report prepared by the Independent
	Valuer
"Appraised Value Approach"	has the meaning given to it in the section headed "Basis
	of determination of consideration for the Luogang
	Acquisition and the Chen Tougang Acquisition"
"associate(s)"	has the meaning as ascribed to it under the Listing Rules
"Board"	the board of Directors
"Chen Tougang Acquisition"	means the acquisition of the entire equity interest in the
	Chen Tougang Target Holding Company and the Loan
	Rights with respect to the Chen Tougang Target Holding
	Company and the Chen Tougang Target Company
"Chen Tougang Option Deed"	the option deed entered into between GZYX and the
	Company dated 28 May 2019 in relation to the Chen
	Tougang Project
"Chen Tougang Target	廣州市品薈房地產開發有限公司	(Guangzhou	City
Company"	Pinhui Property Development Company Limited*), a
	company incorporated in the PRC with limited liability,
	which is owned as to 51% and 49% by the Chen Tougang
	Target Holding Company and Guangzhou Metro
	respectively as at the Latest Practicable Date

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DEFINITIONS

"Chen Tougang Target Group" collectively, the Chen Tougang Target Holding Company and the Chen Tougang Target Company

"Chen Tougang Target Holding	廣州緯信實業發展有限公司	(Guangzhou	Weixin
Company"	Industrial Development Company Limited*), a company
	incorporated in the PRC with limited liability and a
	wholly-owned subsidiary of GZYX as at the Latest
	Practicable Date, which in turn owns 51% of equity
	interest in the Chen Tougang Target Company
"Company"	Yuexiu Property Company 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: 00123)
"connected person(s)"	has the meaning as ascribed to it under the Listing Rules
"controlling shareholder(s)"	has the meaning as ascribed to it under the Listing Rules
"Directors"	the directors of the Company
"Easyway"	東緯有限公司 (Easyway Incorporation Limited), a
	company incorporated in Hong Kong with limited
	liability and which is a wholly-owned subsidiary of
	GZYX
"Enlarged Group"	the Group as enlarged by the Acquisitions
"Equity Transfers"	collectively, the Luogang Equity Transfer and the Chen
	Tougang Equity Transfer
"GM"	the general meeting of the Company to be convened to
	consider and, if thought fit, to approve, among other
	things, the Transaction Documents and the transaction
	contemplated thereunder (namely, the Acquisitions), and
	the re-election of Director
"Group"	the Company and its subsidiaries
"Guangzhou Metro"	廣州地鐵集團有限公司 (Guangzhou Metro Group Co.,
	Ltd.*), a directly wholly-owned subsidiary of Guangzhou
	Municipal People's Government of the PRC

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