China Vanke Co., Ltd. — Proxy Solicitation & Information Statement 2014

Sep 24, 2014

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CHINA VANKE CO., LTD.[*] 萬科企業股份有限公司

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

(Stock Code: 2202)

PROXY FORM FOR THE SECOND EXTRAORDINARY GENERAL MEETING IN 2014 TO BE HELD ON MONDAY, 10 NOVEMBER 2014

Number of shares to which this proxy form relates[1] Type of shares (A Shares or H Shares) to which this proxy form relates[1]

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I/We[2]

of

(address as shown in the register of members) being shareholder(s) of CHINA VANKE CO., LTD. (the “ Company ”) hereby appoint the Chairman of the Meeting or[3]

of

as my/our proxy to attend, act and vote for me/us and on my/our behalf at the second extraordinary general meeting in 2014 of the Company (the “ EGM ”) to be held at Vanke Center, No. 33 Huanmei Road, Dameisha, Yantian District, Shenzhen, PRC at 3 pm on Monday, 10 November 2014 and at any adjournment thereof as hereunder indicated in respect of the resolution set out in the Notice of EGM, and, if no such indication is given, as my/our proxy thinks fit.

	ORDINARY RESOLUTIONFOR4AGAINST4ABSTAIN41.To consider and approve the grant of a general mandate to the board ofthe directors and/or its delegate to, at sole discretion, deal with thematters in relation to the issue of debt financing instruments withmaturity period not exceeding 10 years within the limit of RMB 15billion.

Date: 2014 Signature(s)[5] :

Notes:

1. Please insert the number of shares registered in your name(s) to which this proxy form relates. If no number is inserted, this proxy form will be deemed to relate to all the shares in the Company registered in your name(s). Please also insert the type of Shares (A Shares or H Shares) to which this proxy form relates.

2. Please insert the full name and address(es) (as shown in the register of members) in block letters.

3. If any proxy other than the Chairman of the Meeting is preferred, delete the words “the Chairman of the Meeting or” and insert the name and address of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend and vote in his stead. A proxy need not be a shareholder of the Company. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE DULY INITIALED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK IN THE BOX MARKED “AGAINST”. IF YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTION, TICK IN THE BOX MARKED “ABSTAIN”. The shares abstained from voting will be counted in the calculation of the required majority. Where there are ballots on which the words are not filled in, wrongly filled in or unintelligible or the ballots that are not voted, the voters shall be regarded as having relinquished their voting rights and the voting results of their shares shall be regarded as “abstain”. If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his discretion. Unless you have indicated otherwise in this proxy form, your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting.

5. This proxy form must be signed by you or your attorney duly authorised in writing or, in the case of a legal person, must either be executed under seal or under the hand of a director or an attorney duly authorised to sign the same. If this proxy form is signed by an attorney of the appointor, the power of attorney authorising that attorney to sign, or other document of authorisation, must be notarised.

6. Where there are joint holders of any shares, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such shares as if he were solely entitled thereto. However, if more than one of such joint holders is present at the Meeting, either personally or by proxy, then one of the said persons so present whose name stands first in the register of members in respect of such shares shall alone be entitled to vote in respect thereof.

7. To be valid, for holders of A Shares, this proxy form, together with the notarised power of attorney or other document of authorisation (if any), must be delivered to the office of the board at Vanke Center, No. 33 Huanmei Road, Dameisha, Yantian District, Shenzhen, PRC (post code: 518083) not less than 24 hours before the time appointed for the Meeting. In order to be valid, for holders of H shares, the above documents must be delivered to the H Share Registrar of the Company at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 24 hours before the time appointed for the EGM or any resumed session.

• For identification purpose only