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

Sep 24, 2014

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in CHINA VANKE CO., LTD. , you should at once hand this circular and the accompanying proxy form and reply slip to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer 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 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.

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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)

GENERAL MANDATE TO ISSUE DEBT FINANCING INSTRUMENTS AND

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

IMPORTANT NOTICE: PLEASE NOTE THAT THE SOLE PURPOSE OF DISTRIBUTING THIS CIRCULAR IS TO PROVIDE THE SHAREHOLDERS OF CHINA VANKE CO., LTD. WITH INFORMATION REGARDING GENERAL MANDATE TO ISSUE DEBT FINANCING INSTRUMENTS (“ GENERAL MANDATE ”), SO THAT THE SHAREHOLDERS OF CHINA VANKE CO., LTD. MAY MAKE AN INFORMED DECISION ON VOTING IN RESPECT OF THE RESOLUTION TO BE TABLED AT THE EXTRAORDINARY GENERAL MEETING (“ EGM ”).

A notice convening 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 is set out on pages 7 to 9 of this circular. A proxy form for use in connection with the EGM is enclosed herewith. Shareholders, who intend to appoint a proxy to attend the EGM, please complete and return the proxy form accompanying this circular in accordance with the instructions printed thereon, as soon as possible and in any event not less than 24 hours before the time appointed for the holding of the EGM. Completion and return of the proxy form will not preclude you from attending and voting in person at the meeting or any adjourned meeting should you so wish.

• For identification purpose only

24 September 2014

TABLE OF CONTENTS

DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
NOTICE OF THE EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . .	7

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DEFINITIONS

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

• “Articles of Association”

• the articles of association of the Company (as amended, modified or otherwise supplemented from time to time)

• “A Share(s)” the domestic ordinary shares with a nominal value of RMB1.00 each in the share capital of the Company, which are listed on the Shenzhen Stock Exchange and traded in RMB

• “Board of Directors” or the board of Directors of the Company “Board”

• “Company”

• China Vanke Co., Ltd.* (萬科企業股份有限公司), a joint stock company incorporated in the PRC with limited liability on 30 May 1984 under the PRC Company Law, the H shares of which are listed on the Hong Kong Stock Exchange and the A Shares of which are listed on the Shenzhen Stock Exchange

• “Director(s)” director(s) of the Company

• “EGM”

• the second extraordinary general meeting in 2014 to be held by the Company at Vanke Center, No. 33 Huanmei Road, Dameisha, Yantian District, Shenzhen, PRC at 3 pm on Monday, 10 November 2014

• “General Mandate” the general mandate granted to the Board and/or its delegate in relation to the issuance of debt financing instruments as set out in this circular

• “Hong Kong” the Hong Kong Special Administrative Region of the PRC

• “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited

• “H Share(s)”

• the overseas-listed foreign share(s) with a nominal value of RMB1.00 each in the share capital of the Company, which are listed on the Hong Kong Stock Exchange and traded in Hong Kong dollars

• “H Share Registrar”

• Computershare Hong Kong Investor Services Limited

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DEFINITIONS

“Listing Rules”	the Rules Governing the Listing of Securities on The
	Stock Exchange of Hong Kong Limited
“Notice of EGM”	the notice of the EGM as set out on pages 7 to 9 of this
	circular
“PRC”	the People’s Republic of China excluding, for the
	purposes of this circular only, Hong Kong, the Macau
	Special Administrative Region and Taiwan
“RMB”	Renminbi, the lawful currency of the PRC
“Share(s)”	the ordinary shares of the Company, including the A
	Share(s) and the H Share(s)
“Shareholder(s)”	holder(s) of Shares of the Company

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LETTER FROM THE BOARD

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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)

Board of Directors:

Executive Directors Mr. WANG Shi Mr. YU Liang Mr. WANG Wenjin

Registered Address and Address of Head Office:

Vanke Center, No. 33 Huanmei Road, Dameisha, Yantian District, Shenzhen, PRC

Non-executive Directors

Mr. QIAO Shibo Mr. SUN Jianyi Mr. WEI Bin Mr. CHEN Ying

Independent non-executive Directors

Mr. ZHANG Liping Mr. HUA Sheng Ms. LAW Elizabeth Mr. HAI Wen

24 September 2014

To the Shareholders

Dear Sir or Madam,

GENERAL MANDATE TO ISSUE DEBT FINANCING INSTRUMENTS AND

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding the General Mandate in order to allow you to make an informed decision on voting in respect of the resolution to be proposed at the EGM.

• For identification purpose only

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LETTER FROM THE BOARD

GENERAL MANDATE TO ISSUE DEBT FINANCING INSTRUMENTS

The Company will issue debt financing instruments of various types in one batch or in batches within the limit of RMB15 billion, the maturity period of which shall not be more than 10 years. The funds raised will be used to satisfy the production and operation requirements of the Company, adjust its debt structure, supplement its liquidity and/or fund its project investments, etc. The terms of each debt financing instruments issuance, such as its size, duration, coupon rate and issue method, shall be in compliance with the relevant regulatory requirements. An ordinary resolution is proposed at the general meeting to approve the grant of the General Mandate to the Board and/or its delegate to deal with the matters mentioned above at sole discretion, details of which include:

1. to authorise the Board and/or its delegate to determine the specific type of the debt financing instruments to be issued by the Company within the limit of issuance, including but not limited to medium-term notes, short-term commercial papers, super short-term commercial papers and asset-backed notes in domestic market;

2. to authorise the Board and/or its delegate to determine the use of proceeds based on the actual needs of the Company within the aforesaid scope;

3. to authorise the Board and/or its delegate to determine, based on the Company’s production and operation, capital expenditure requirements as well as market conditions, the specific terms, conditions and all relevant matters in connection with each debt financing instruments issuance, including but not limited to the principal, coupon rate, term, time of issue, targets, issue method, use of proceeds and issuing and placing arrangement;

4. to authorise the Board and/or its delegate, according to the actual needs of the issuance of debt financing instruments, to engage agencies, including but not limited to lead underwriter, rating agency and law firm; to negotiate, sign and amend all relevant contracts and agreements; to sign all necessary legal documents relating to each issuance; and to follow all necessary procedures, such as application, registration and filing in respect of each debt financing instruments issuance with the relevant regulatory authorities on behalf of the Company;

5. to authorise the Board and/or its delegate to deal with other matters in relation to the issuance of debt financing instruments which are not mentioned above;

6. to authorise the Board delegating Mr. Yu Liang, the Director and president of the Company, or his authorized representative(s), within the scope of the General Mandate, to determine specific matters related to such issuance and to deal with specific matters relating to issuance of debt financing instruments at sole discretion;

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LETTER FROM THE BOARD

1. the General Mandate set out in this resolution shall remain effective within 24 months commencing from the date on which this resolution is approved by shareholders at the general meeting. If the Board and/or its delegate determined to carry out the issue within the effective period of the General Mandate and the Company has obtained the approval, permission or registration of the issuance from the relevant regulatory authorities during the effective period of the General Mandate, the Company is allowed to complete the issuance so far as such approval, permission or registration remains valid.

EXTRAORDINARY GENERAL MEETING

The EGM will be held by the Company at Vanke Center, No. 33 Huanmei Road, Dameisha, Yantian District, Shenzhen, PRC at 3 pm on Monday, 10 November 2014 to approve the General Mandate by ordinary resolution. A proxy form and the reply slip for use at the EGM are enclosed with this circular.

The Notice of EGM is set out on pages 7 to 9 of this circular.

For those who intend to direct a proxy to attend the EGM, please complete the proxy form and return the same in accordance with the instructions printed thereon. 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 of the Company at Vanke Center, No. 33 Huanmei Road, Dameisha, Yantian District, Shenzhen, PRC (post code: 518083) not less than twenty-four hours before the time appointed for the EGM. In order to be valid, for holders of H Shares, the above documents must be delivered to the H Share Registrar, 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than twenty-four hours before the time appointed for the EGM or any resumed session.

The register of members of H Shares of the Company will be closed from 11 October 2014 to 10 November 2014 (both days inclusive), during which time no share transfers of H Shares will be effected. For those holders of H Shares, who intend to attend the EGM, the shares and the registration documents must be delivered to the H Share Registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wai Chai, Hong Kong no later than 4:30 pm on Friday, 10 October 2014. The holders of the Company’s H Shares whose names appear on the register of members of the Company on Monday, 10 November 2014 are entitled to attend and vote in respect of the resolution to be proposed at the EGM.

The Articles of Association provide that Shareholders who intend to attend the EGM shall lodge a written reply to the Company twenty days before the date of the EGM (21 October 2014).

You are urged to complete and return the proxy form and reply slip whether or not you will attend the EGM. Completion and return of the proxy form will not preclude you from attending and voting at the EGM (or any subsequent meetings following the adjournments thereof) should you wish to do so.

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LETTER FROM THE BOARD

VOTE BY POLL

Pursuant to Listing Rule 13.39(4), all votes of the Shareholders at the EGM must be taken by poll.

RECOMMENDATION

The Directors (including the independent non-executive Directors) consider that the ordinary resolution in relation to the General Mandate to issue debt financing instruments is in the best interests of the Company as well as its Shareholders. As such, the Directors (including the independent non-executive Directors) recommend the Shareholders to vote in favour of the relevant resolution set out in the Notice of EGM.

By order of the Board China Vanke Co., Ltd. Wang Shi Chairman

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NOTICE OF THE EXTRAORDINARY GENERAL MEETING

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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)

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the second extraordinary general meeting in 2014 (“ EGM ”) of China Vanke Co., Ltd. (the “ Company ”) will be convened at 3 pm on Monday, 10 November 2014 at Vanke Center, No. 33 Huanmei Road, Dameisha, Yantian District, Shenzhen, PRC to consider and, if thought fit, to pass the following ordinary resolution:

“ That :

The Company will issue debt financing instruments of various types in one batch or in batches within the limit of RMB15 billion, the maturity period of which shall not be more than 10 years. The funds raised will be used to satisfy the production and operation requirements of the Company, adjust its debt structure, supplement its liquidity and/or fund its project investments, etc. The terms of each debt financing instruments issuance, such as its size, duration, coupon rate and issue method, shall be in compliance with the relevant regulatory requirements. The board of directors (the “ Board ”) and/or its delegate be and is hereby granted an general mandate to deal with the matters mentioned above at sole discretion (“the General Mandate ”), details of which include:

1. to authorise the Board and/or its delegate to determine the specific type of the debt financing instruments to be issued by the Company within the limit of issuance, including but not limited to medium-term notes, short-term commercial papers, super short-term commercial papers and asset-backed notes in domestic market;

2. to authorise the Board and/or its delegate to determine the use of proceeds based on the actual needs of the Company within the aforesaid scope;

3. to authorise the Board and/or its delegate to determine, based on the Company’s production and operation, capital expenditure requirements as well as market conditions, the specific terms, conditions and all relevant matters in connection with each debt financing instruments issuance, including but not limited to the principal, coupon rate, term, time of issue, targets, issue method, use of proceeds and issuing and placing arrangement;

4. For identification purpose only

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NOTICE OF THE EXTRAORDINARY GENERAL MEETING

1. to authorise the Board and/or its delegate, according to the actual needs of the issuance of debt financing instruments, to engage agencies, including but not limited to lead underwriter, rating agency and law firm; to negotiate, sign and amend all relevant contracts and agreements; to sign all necessary legal documents relating to each issuance; and to follow all necessary procedures, such as application, registration and filing in respect of each debt financing instruments issuance with the relevant regulatory authorities on behalf of the Company;

2. to authorise the Board and/or its delegate to deal with other matters in relation to the issuance of debt financing instruments which are not mentioned above;

3. to authorise the Board delegating Mr. Yu Liang, the director and president of the Company, or his authorized representative(s), within the scope of the General Mandate, to determine specific matters related to such issuance and to deal with specific matters relating to issuance of debt financing instruments at sole discretion;

4. the General Mandate set out in this resolution shall remain effective within 24 months commencing from the date on which this resolution is approved by shareholders at the general meeting. If the Board and/or its delegate determined to carry out the issue within the effective period of the General Mandate and the Company has obtained the approval, permission or registration of the issuance from the relevant regulatory authorities during the effective period of the General Mandate, the Company is allowed to complete the issuance so far as such approval, permission or registration remains valid.”

By order of the Board China Vanke Co., Ltd. Tan Huajie Company Secretary

24 September 2014

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NOTICE OF THE EXTRAORDINARY GENERAL MEETING

Notes:

1. The register of members of H Shares of the Company will be closed from 11 October 2014 to 10 November 2014 (both days inclusive), during which time no share transfers of H Shares will be effected. For those holders of H Shares, who intend to attend the EGM, the shares and the registration documents must be delivered to the H Share Registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wai Chai, Hong Kong no later than 4:30 pm on Friday, 10 October 2014. The holders of the Company’s H Shares whose names appear on the register of members of the Company on Monday, 10 November 2014 are entitled to attend and vote in respect of the resolution to be proposed at the EGM.

2. Each shareholder entitled to attend and vote at the EGM may appoint one or more proxies to attend and vote on his behalf at this EGM. A proxy need not be a shareholder.

3. A proxy of a shareholder who has appointed more than one proxy may only vote on a poll.

4. The proxy form and the instrument appointing a proxy must be in writing under the hand of the shareholder or his attorney duly authorised in writing, or if the shareholder is a legal person, either under seal or under the hand of a director or a duly authorised attorney. If that instrument 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. To be valid, for holders of A Shares, the notarised power of attorney or other document of authorisation, and the proxy form must be delivered to the office of the Board not less than 24 hours before the time appointed for the holding of the EGM. In order to be valid, for holders of H shares, the above documents must be delivered to the H Share Registrar not less than twenty-four hours before the time appointed for the EGM or any resumed session.

5. Shareholders who intend to attend this EGM in person or by proxy should return the reply slip accompanying each notice of EGM to the office of the Board twenty days before the date of EGM (21 October 2014) by hand, by post or by fax.

6. This EGM is expected to last for half a day. Shareholders (in person or by proxy) attending this EGM are responsible for their own transportation and accommodation expenses.

7. The address of the office of the Board is as follows:

Vanke Centre No. 33 Huanmei Road, Dameisha, Yantian District Shenzhen, PRC Postal code: 518083

Contact person: Mr. Liang Jie, Mr. Ji Jianghua Tel: 86 (755) 2560 6666 Fax: 86 (755) 2553 1696

1. As at the date of this notice, the executive Directors are Mr. Wang Shi, Mr. YU Liang and Mr. WANG Wenjin; the non-executive Directors are Mr. QIAO Shibo, Mr. SUN Jianyi, Mr. WEI Bin and Mr. CHEN Ying; and the independent non-executive Directors are Mr. ZHANG Liping, Mr. HUA Sheng, Ms. LAW Elizabeth and Mr. HAI Wen.

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