THIS SUPPLEMENTAL CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this supplemental circular or as to the action to be taken, you should consult your registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in GUANGZHOU R&F PROPERTIES CO., LTD.（廣 州富力地產股份有限公司）, you should at once hand this supplemental circular together with the enclosed proxy form to the purchaser or the transferee or to the bank, the registered dealer in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this supplemental circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this supplemental circular.

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

(Stock Code: 2777)

SUPPLEMENTAL CIRCULAR TO

ANNUAL GENERAL MEETING IN RELATION TO

THE CAPITALISATION OF CAPITAL RESERVE AND

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

AND

SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

This supplemental circular should be read together with the circular of the Company dated 20 April 2021 in relation to, among other things, the general mandates to issue new shares and the proposed re-election of directors.

A supplemental notice convening the AGM of the Company to be held on Friday, 28 May 2021 at 11:00 a.m. at the Conference Room, 54/F., R&F Center, No. 10 Huaxia Road, Pearl River New Town, Guangzhou, the PRC is set out on pages 9 to 10 of this supplemental circular. Whether or not shareholders are able to attend the AGM, they are requested to complete the enclosed supplemental proxy form in accordance with the instructions printed thereon and deliver the form to the Company's H Share registrar, 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 (i.e. Thursday, 27 May 2021). Completion and return of the supplemental proxy form will not preclude shareholders from attending and voting in person at the AGM or any adjourned meetings should they so desire.

12 May 2021

CONTENTS

Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3

APPENDIX I - SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING.

9

- i -

DEFINITIONS

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

"AGM"

an annual general meeting of the Company to be held

at the Conference Room, 54/F., R&F Center, No. 10

Huaxia Road, Pearl River New Town, Guangzhou, the

PRC at 11:00 a.m. on Friday, 28 May 2021

"AGM Notice"

the notice dated 20 April 2021 issued by the Company

convening the AGM accompanying the Circular

"Articles of Association"

the articles of association of the Company

"Board"

the board of Directors

"Capitalisation of Capital

the proposed increase in the registered capital of the

Reserve"

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

"Circular"

the circular of the Company dated 20 April 2021 in

relation to the AGM

"Company"

Guangzhou R&F Properties Co., Ltd.*（廣州富力地產股

份有限公司）, a joint stock company incorporated in the

PRC with limited liability and the Shares of which are

listed on the main board of the Stock Exchange (stock

code: 2777)

"Director(s)"

the director(s) of the Company

"Hong Kong"

the Hong Kong Special Administrative Region of the

PRC

"Listing Rules"

the Rules Governing the Listing of Securities on the

Stock Exchange

"PRC"

the People's Republic of China

"RMB"

Renminbi, the lawful currency of the PRC

"Share(s)"

H share(s) in the share capital of the Company with a

nominal value of RMB0.25 each as at the date of this

supplemental circular, which is/are listed on the Stock

Exchange and subscribed for in Hong Kong dollars

- 1 -

DEFINITIONS

"Shareholder(s)"

the shareholder(s) of the Company

"Share Registrar"

the Company's Share registrar, Computershare Hong

Kong Investor Services Limited at 17M/F, Hopewell

Centre, 183 Queen's Road East, Wanchai, Hong Kong

"Stock Exchange"

The Stock Exchange of Hong Kong Limited

"Supplemental Circular"

a circular supplementary to the circular of the

Company dated 20 April 2021 in relation to the AGM

- 2 -

LETTER FROM THE BOARD

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

(Stock Code: 2777)

Executive Directors:

Registered office, head office and

Li Sze Lim

principal place of business in PRC:

Zhang Li

45-54/F.,

Zhang Hui

R&F Center,

Xiang Lijun

No. 10 Huaxia Road,

Pearl River New Town,

Non-executive Directors:

Guangzhou,

Zhang Lin

PRC

Li Helen

Principle place of business in Hong Kong:

Independent Non-executive Directors:

Room 6303, The Center,

Zheng Ercheng

No. 99 Queen's Road Central,

Ng Yau Wah, Daniel

Hong Kong

Wong Chun Bong

Dear Sir or Madam,

SUPPLEMENTAL CIRCULAR TO

ANNUAL GENERAL MEETING IN RELATION TO

THE CAPITALISATION OF CAPITAL RESERVE AND

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

AND

SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this supplemental circular is to provide you with information regarding, inter alia, the additional resolution to be proposed in the AGM regarding the Capitalisation of Capital Reserve and the proposed amendments to the Articles of Association of the Company. This supplemental circular should be read together with the Circular. Unless otherwise defined, capitalized terms used in this supplemental circular shall have the same meanings as defined in the Circular.

- 3 -

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Guangzhou R&F Properties Co. Ltd. published this content on 11 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 May 2021 10:33:07 UTC.