THIS SUPPLEMENTAL CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in doubt as to any aspect of this supplemental circular or as to the action to be taken, you should 14A.69(4) consult a licensed securities dealer or registered institution in securities, a bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Guorui Properties Limited, you should at once hand this supplemental circular and the Second Proxy Form 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 14A.70(1) responsibility for the contents of this supplemental 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 supplemental circular. App.1.B.1 13.51A GUORUI PROPERTIES LIMITED 國瑞置業有限公司 (Incorporated in the Cayman Islands with limited liability under the name of “Glory Land Company Limited (國瑞置業有限公司)” and carrying on business in Hong Kong as “Guorui Properties Limited”) (Stock Code: 2329) DISCLOSEABLE AND CONNECTED TRANSACTION: SUPPLEMENTAL CIRCULAR TO THE ANNUAL GENERAL MEETING IN RELATION TO PROPOSED CAPITAL CONTRIBUTIONS IN SEVEN REAL ESTATE PROJECT COMPANIES AND SUPPLEMENTAL NOTICE OF THE ANNUAL GENERAL MEETING Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders This supplemental circular should be read in conjunction with the circular of the Company dated April 25, 2018 (the “Circular”) to its Shareholders. The notice convening the AGM of the Company to be held at 9:30 a.m. at 10 Floor, East Block, Hademen Plaza, 8-1# Chongwenmenwai Street, Dongcheng District, Beijing, PRC on Tuesday, May 29, 2018 was set out on pages 16 to 20 of the Circular. A supplemental notice of the AGM, which should be read in conjunction with the original notice of the AGM, is set out on pages 139 to 144 of this supplemental circular. Whether or not you are able to attend and/or vote at the AGM in person, you are requested to complete the accompanying supplemental form of proxy (the “Second Proxy Form”) in accordance with the instructions printed thereon and return it to the Company’s Hong Kong Branch Share Registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong in accordance with the instructions printed thereon not later than 9:30 a.m. on Sunday, May 27, 2018. Completion and delivery of the Second Proxy Form will not preclude the Shareholders from attending and voting at the AGM or any adjournment thereof if they so wish. May 10, 2018 CONTENTS Page DEFINITIONS ............................................................ 1 LETTER FROM THE BOARD ............................................... 5 LETTER FROM THE INDEPENDENT BOARD COMMITTEE...................... 19 LETTER FROM VBG CAPITAL.............................................. 21 APPENDIX I — EQUITY VALUATION REPORTS ............................... 39 APPENDIX II — PROPERTY VALUATION REPORTS ............................ 103 APPENDIX III — GENERAL INFORMATION .................................. 135 SUPPLEMENTAL NOTICE OF THE ANNUAL GENERAL MEETING ................ 139 —i— DEFINITIONS In this supplemental circular, the following expressions have the following meanings unless the context requires otherwise: “AGM” the annual general meeting of the Company to be convened and held at 9:30 a.m. at 10 Floor, East Block, Hademen Plaza, 8-1# Chongwenmenwai Street, Dongcheng District, Beijing, PRC on Tuesday, May 29, 2018 or any adjournment thereof (as the case may be). For details, please refer the meeting notice of the Company dated April 25, 2018 and the supplemental notice of the AGM, which is set out on pages 139 to 144 of this supplemental circular “associate(s)” has the same meaning ascribed thereto under the Listing Rules “Beijing Guoxing” Beijing Guoxing Real Estate Limited* (北京國興地產有限公 司), a limited liability company incorporated in the PRC “Board” the board of Directors of the Company “Branch Share Registrar” Computershare Hong Kong Investor Services Limited, the branch share registrar of the Company in Hong Kong “Capital Contribution the capital contribution agreement dated April 27, 2018 Agreement I” entered into among the Company, Garden Group, Beijing Guoxing, Chongqing Longsha and Guangdong Hongtai Guotong “Capital Contribution the capital contribution agreement dated April 27, 2018 Agreement II” entered into among the Company, Garden Group, Guangdong Hongtai Guotong and Guangdong Guosha “Capital Contribution the capital contribution agreement dated April 27, 2018 Agreement III” entered into among the Company, Garden Group, Tianjin Guoxing and Tianjin Tianfu Rongsheng “Capital Contribution the capital contribution agreement dated April 27, 2018 Agreement IV” entered into among the Company, Garden Group, Shantou Guosha and Sanya Jingheng “Capital Contribution the capital contribution agreement dated April 27, 2018 Agreement V” entered into among the Company, Garden Group, Shijiazhuang Guorui and Handan Guoxia “Capital Contribution the capital contribution agreement dated April 27, 2018 Agreement VI” entered into among the Company, Garden Group, Chongqing Longsha and Chongqing Guosha —1— DEFINITIONS “Capital Contribution the capital contribution agreement dated April 27, 2018 Agreement VII” entered into among the Company, Garden Group, Heshan Tengyue, Shantou Guosha and Jiangmen Yinghuiwan “Capital Contribution Capital Contribution Agreement I, Capital Contribution Agreements” Agreement II, Capital Contribution Agreement III, Capital Contribution Agreement IV, Capital Contribution Agreement V, Capital Contribution Agreement VI and Capital Contribution Agreement VII “Chairman Zhang” Mr. Zhang Zhangsun (張章笋), the controlling Shareholder, Chairman of the Board and president of the Company “Chongqing Guosha” Chongqing Guosha Real Estate Development Co., Ltd.* (重慶國廈房地產開發有限公司), a limited liability company incorporated in the PRC “Chongqing Longsha” Chongqing Longsha Real Estate Development Co., Ltd.* (重慶龍廈房地產開發有限公司), a limited liability company incorporated in the PRC “Company” Guorui Properties Limited (國瑞置業有限公司), an exempted company with limited liability incorporated in the Cayman Islands under the name of “Glory Land Company Limited (國 瑞置業有限公司)” and that carries on business in Hong Kong as “Guorui Properties Limited” “connected person(s)” has the meaning ascribed thereto in the Listing Rules “controlling shareholder” has the meaning ascribed thereto in the Listing Rules “Designated Subsidiary” the subsidiary of the Company to be designated to hold the equity interest of the Target Companies, which shall be determined by the Company within three months upon signing of the Capital Contribution Agreements “Director(s)” director(s) of the Company “First Proxy Form” the proxy form which was sent to Shareholders on April 25, 2018 together with the Circular “Garden Group” Shantou Garden Group Co., Ltd.* (汕頭花園集團有限公司), a limited liability company established in the PRC and an indirect wholly-owned subsidiary of the Company “Group” the Company and subsidiaries of the Company —2— DEFINITIONS “Guangdong Guosha” Guangdong Guosha Real Estate Co., Ltd.* (廣東國廈地產有 限公司), a limited liability company incorporated in the PRC “Guangdong Hongtai Guotong” Guangdong Hongtai Guotong Real Estate Co., Ltd.* (廣東宏 泰國通地產有限公司), a limited liability company incorporated in the PRC “Handan Guoxia” Handan Guoxia Real Estate Development Co., Ltd.* (邯鄲市 國夏房地產開發有限公司), a limited liability company incorporated in the PRC “Heshan Tengyue” Heshan Tengyue Real Estate Development Co., Ltd.* (鶴山市 騰悅房地產開發有限公司), a limited liability company incorporated in the PRC “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” Hong Kong Special Administrative Region of the PRC “Independent Board Committee” the independent committee of the Board, the members of which consist of the independent non-executive Directors, formed to advise the Independent Shareholders with respect to the Capital Contribution Agreements and the transactions contemplated thereunder “Independent Financial Adviser” VBG Capital Limited, a licensed corporation to carry out or “VBG Capital” Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO and the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the Capital Contribution Agreements and the transactions contemplated thereunder “Independent Shareholders” Shareholders who are not required to abstain from voting on the resolutions proposed at the AGM for approving the Capital Contribution Agreements and the transactions contemplated thereunder “Jiangmen Yinghuiwan” Jiangmen Yinghuiwan Real Estate Co., Ltd.* (江門映暉灣房 地產有限公司), a limited liability company incorporated in the PRC “Latest Practicable Date” May 4, 2018, being the latest practicable date of ascertaining certain information contained in this supplemental circular prior to its printing —3— DEFINITIONS “Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited “PRC” the People’s Republic of China, for the purpose of this supplemental circular, excluding