China Vanke Co., Ltd. — Proxy Solicitation & Information Statement 2018

Feb 5, 2018

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspects of this circular or as to the action to be taken, you should consult a licensed securities dealer or registered institution in securities, a bank manager, solicitor, certified public accountant or other professional advisors.

If you have sold or transferred all your securities in CHINA VANKE CO., LTD. *, you should at once hand this circular to the purchaser or transferee, 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 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.

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)

MANDATE OF ISSUANCE OF DEBT FINANCING INSTRUMENTS ADJUSTMENT OF THE REMUNERATION SCHEME OF DIRECTORS AND SUPERVISORS AND SECOND NOTICE OF THE FIRST EGM OF 2018

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 THE MANDATE OF ISSUANCE OF DEBT FINANCING INSTRUMENTS AND ADJUSTMENT OF THE REMUNERATION SCHEME OF DIRECTORS AND SUPERVISORS, SO THAT THE SHAREHOLDERS OF CHINA VANKE CO., LTD. MAY MAKE AN INFORMED DECISION ON VOTING IN RESPECT OF THE RESOLUTIONS TO BE TABLED AT THE EGM.

A letter from the Board is set out on pages 3 to 11 of this circular.

The Company will convene the EGM at Vanke Center, No. 33 Huanmei Road, Dameisha, Yantian District, Shenzhen, the PRC at 2:30 p.m. on Friday, 23 February 2018. The notice of the EGM, proxy form and reply slip have been published on the website of the Hong Kong Stock Exchange (www.hkexnews.hk) and despatched to Shareholders on 8 January 2018. The second notice of the EGM is set out on pages 12 to 13 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, the 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, the PRC not less than 24 hours before the time appointed for the holding of the EGM or any adjournment thereof; for holders of H Shares, the above documents must be delivered to the Company’s H Shares Registrar at 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 24 hours before the time appointed for the EGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or any adjourned meeting should you so wish.

• For identification purpose only

5 February 2018

TABLE OF CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
SECOND NOTICE OF THE FIRST EGM OF 2018. . . . . . . . . . . . . . . . . . . . . . . .	12

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DEFINITIONS

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

• “A Share(s)” the domestic ordinary share(s) with a nominal value of RMB1.00 each in the share capital of the Company, which are listed on the Shenzhen Stock Exchange (stock code: 000002) and traded in RMB

• “Articles of Association” the articles of association of the Company

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

• “Chairman” the chairman of the Board

• “Company” China Vanke Co., Ltd.* (萬科企業股份有限公司), a joint stock company established in the PRC with limited liability on 30 May 1984, the H Shares of which are listed on the Hong Kong Stock Exchange (stock code: 2202) and the A Shares of which are listed on the Shenzhen Stock Exchange (stock code: 000002)

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

• “EGM”

• the first extraordinary general meeting of the Company in 2018 to be convened at Vanke Center, No. 33 Huanmei Road, Dameisha, Yantian District, Shenzhen, the PRC at 2:30 p.m. on Friday, 23 February 2018

• “General Mandate” the general mandate to be granted to the Board (or its authorised person(s)) in connection with the issuance of direct debt financing instruments by the Shareholders at the EGM

• “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 (stock code: 2202) and traded in Hong Kong dollars

• “H Share Registrar”

• Computershare Hong Kong Investor Services Limited

• “Hong Kong”

• the Hong Kong Special Administrative Region of the PRC

• “Hong Kong Stock Exchange”

• The Stock Exchange of Hong Kong Limited

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DEFINITIONS

“Listing Rules”	the Rules Governing the Listing of Securities on The
	Stock Exchange of Hong Kong Limited
“Notice” or “notice of the EGM”	notice of the EGM published on the website of the Hong
	Kong Stock Exchange (www.hkexnews.hk) and
	despatched to Shareholders on 8 January 2018
“PRC”	the People’s Republic of China, which shall, for the
	purposes of this circular, exclude Hong Kong, the Macau
	Special Administrative Region of the PRC and Taiwan
“RMB”	Renminbi, the lawful currency of the PRC
“Share(s)”	the ordinary share(s) of the Company, including A
	Share(s) and H Share(s)
“Shareholder(s)”	holder(s) of the Share(s)
“Supervisor(s)”	the supervisor(s) of the Company
“%”	per cent

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LETTER FROM THE BOARD

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 Registered office and address of head office Executive Directors Vanke Center Mr. YU Liang No. 33 Huanmei Road Mr. WANG Wenjin Dameisha, Yantian District Mr. ZHANG Xu Shenzhen, the PRC

Non-executive Directors Principal place of business in Hong Kong Mr. LIN Maode 55/F, Bank of China Tower Mr. XIAO Min 1 Garden Road Mr. CHEN Xianjun Hong Kong Mr. SUN Shengdian

Independent non-executive Directors Mr. KANG Dian Ms. LIU Shuwei Mr. NG Kar Ling, Johnny Mr. LI Qiang

5 February 2018

To the Shareholders

Dear Sir/Madam,

MANDATE OF ISSUANCE OF DEBT FINANCING INSTRUMENTS ADJUSTMENT OF THE REMUNERATION SCHEME OF DIRECTORS AND SUPERVISORS AND SECOND NOTICE OF THE FIRST EGM OF 2018

INTRODUCTION

Reference is made to the notice of the EGM published on the website of the Hong Kong Stock Exchange (www.hkexnews.hk) and despatched to the Shareholders by the Company on 8 January 2018, which sets forth the resolutions to be proposed to the Shareholders for consideration at the EGM.

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LETTER FROM THE BOARD

The purpose of this circular is to provide you with information reasonably necessary for the EGM in order to enable you to make an informed decision on whether to vote for or against the resolutions to be proposed at the EGM.

MANDATE OF ISSUANCE OF DEBT FINANCING INSTRUMENTS

On 10 November 2014, a resolution of granting a general mandate to the Board to issue debt financing instruments within the limit of RMB15 billion was passed at the second extraordinary general meeting of the Company in 2014, with an effective period of 24 months commencing from the date on which such resolution was approved by the Shareholders. On 22 May 2015, a resolution of granting a general mandate to the Board to issue bonds within the limit RMB15 billion was passed at the annual general meeting of 2014 of the Company, with an effective period of 24 months commencing from the date on which such resolution was approved by the Shareholders. The Company issued corporate bonds of RMB9 billion and medium-term notes of RMB6 billion successively in accordance with such general mandates. Since the general mandate to issue debt financing instruments in November 2014 and the general mandate to issue bonds in May 2015 granted by the Shareholders have expired, it is proposed to the Shareholders to grant the General Mandate to the Board at the EGM.

As at the end of the third quarter of 2017, the net gearing ratio of the Company was 38.20%, which was in a relatively low level among peers. In order to further optimize the debt structure, reduce the financing costs, increase the proportion of direct financing, improve the ability to prevent financial risks and guarantee and promote the healthy development of the Company, it is proposed to the Shareholders to grant the General Mandate to the Board to issue direct debt financing instruments of not more than RMB35 billion in one batch or in batches. If the direct debt financing instruments of RMB35 billion were all issued and the funds raised were not used to repay the current liabilities of the Company, the debt to asset ratio of the Company would be slightly increased from approximately 83.53% as at the end of the third quarter of 2017 to approximately 84.08%, while the net gearing ratio would remain unchanged; if the funds raised were used to repay the current liabilities of the Company, both the debt to asset ratio and the net gearing ratio of the Company would remain unchanged.

Particulars regarding the proposed issuance of direct debt financing instruments are as follow:

(1) Issue type and principal terms

(a) Issue type: direct debt financing instruments, including but not limited to corporate bonds, medium-term notes, shortterm commercial paper, super & short-term commercial paper, perpetual bonds, asset-backed bonds or the combination of any of the above in the domestic and/or overseas markets

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LETTER FROM THE BOARD

• (b) Issue schedule:

• in one batch or in batches, and may be of different types

• (c) Issue method:

• to be determined by the Board (or its authorised person(s)) in accordance with the market conditions at the time of issuance

• (d) Issue interest rate:

• to be determined by the Board (or its authorised person(s)) in accordance with the market conditions at the time of issuance and through reasonable and legitimate methods

• (e) Term and type: the term of non-perpetual bonds shall not exceed 10 years (including 10 years);

• the term of perpetual bonds to be determined by the Board (or its authorised person(s)) as authorised by the Shareholders at the EGM;

• the relevant terms for each batch of direct debt financing instruments, such as the size, term, interest rate and method of issuance, shall comply with the requirements of relevant rules

• (f) Use of proceeds:

• the proceeds raised from the issuance of direct debt financing instruments are expected to be used to meet the needs of the Company’s production and operation, to adjust its debt structure, to replenish liquidity resources and/or for investment projects (such as long-term lease apartments);

• to be determined by the Board (or its authorised person(s)) according to the capital requirements of the Company at the time of application and issuance of direct debt financing instruments as authorised by the Shareholders at the EGM

• (g) Validity period of the General Mandate:

• to be effective for a period of 24 months commencing from the date on which the General Mandate is approved by the Shareholders at the EGM

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LETTER FROM THE BOARD

(2) Authorisation to the Board

It is proposed to the Shareholders at the EGM to authorise the Board (or its authorised person(s)), to deal with the relevant matters in connection with the issue of direct debt financing instruments at its absolute discretion, within the validity period of the General Mandate, in accordance with the specific needs of the Company and other market conditions, including but not limited to:

• (a) to determine the specific type of direct debt financing instruments to be issued by the Company, within the limit amount, including but not limited to corporate bonds, medium-term notes, short-term commercial paper, super & short-term commercial paper, perpetual bonds and asset-backed bonds in domestic and/or overseas market;

• (b) to determine the specific use of proceeds based on the actual needs of the Company within the authorised scope;

• (c) to determine the specific terms, conditions and all relevant matters in connection with each batch of the direct debt financing instruments, including but not limited to the amount, interest rate, term, time of issue, types, methods and issuing and placing arrangement, based on the needs of the Company’s production and operation, capital expenditure requirements as well as market conditions;

• (d) in accordance with necessary needs for issuance of direct debt financing instruments, to engage professional parties, including but not limited to lead underwriter, rating agency and law firms; to negotiate, sign and amend all relevant contracts and agreements; to sign all necessary documents relating to the issuance, registration and listing of each batch of the direct debt financing instruments; and to handle all necessary formalities, such as application, registration and filing in respect of each batch of the direct debt financing instruments with the relevant regulatory authorities on behalf of the Company; and

• (e) to deal with other matters in relation to the issuance of direct debt financing instruments which are not mentioned above.

The General Mandate shall remain effective for 24 months commencing from the date on which this resolution is approved by the Shareholders at the EGM. If the Board (or its authorised person(s)) determines to issue direct debt financing instruments within the effective period of the General Mandate and the Company has obtained the approval or permission from or completed the registration for such issuance with the relevant regulatory authorities during the effective period of the General Mandate, the Company is allowed to complete such issuance within the validity period of such approval, permission or registration.

The above resolution has been approved by the Board and is now proposed to the Shareholders at the EGM for consideration.

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LETTER FROM THE BOARD

ADJUSTMENT OF THE REMUNERATION SCHEME OF DIRECTORS AND SUPERVISORS

The Company’s current remuneration scheme for Directors and Supervisors has been implemented for over 10 years ever since being approved at the Company’s annual general meeting of 2007. Details of such remuneration scheme include: independent non-executive Directors shall receive remuneration of RMB25,000 (tax inclusive) each month; Directors and Supervisors who are not working full-time at the Company shall receive remuneration of RMB15,000 (tax inclusive) each month; Directors and Supervisors who are working full-time at the Company shall receive remuneration corresponding to his/her specific administrative position in the Company and are not entitled to receive remuneration as a Director or Supervisor.

Over the past decade, the Company’s business has been growing steadily. The Company’s sales amount increased from approximately RMB52.36 billion in 2007 to approximately RMB529.88 billion in 2017. The Company’s net profit increased from approximately RMB4.844 billion in 2007 to approximately RMB21.023 billion in 2016. At the same time, the scope of business of the Company has become more extensive and complex, as a result of which the Directors and Supervisors are required to contribute more time and effort to the Company. In addition, after the listing of the H Shares on the Hong Kong Stock Exchange in 2014, the more international and sophisticated capital markets and regulatory environment set more requirements on the Company’s corporate governance and the responsibilities of the Directors and Supervisors has been increasing accordingly. In order to better reflect the contribution made by the Directors and Supervisors and the value created by them for the Shareholders, attract and retain talents with abundant professional experience, extensive industry reputation and international vision to be Directors and Supervisors, and with reference to the level of remuneration for directors and supervisors of listed companies with same size, it is proposed that the Company’s remuneration scheme of Directors and Supervisors to be adjusted as follow:

(1) Independent non-executive Directors

It is proposed that the monthly remuneration of independent non-executive Directors to be increased from RMB25,000 (tax inclusive) to RMB50,000 (tax inclusive), and they shall not participate in the distribution of economic profit bonus.

(2) Directors and Supervisors who are not working full-time at the Company

It is proposed that the monthly remuneration of Directors and Supervisors who are not working full-time at the Company to be increased from RMB15,000 (tax inclusive) to RMB30,000 (tax inclusive), and they shall not participate in the distribution of economic profit bonus.

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LETTER FROM THE BOARD

(3) Directors and Supervisors who are working full-time at the Company

It is proposed that Directors and Supervisors who are working full-time at the Company are not entitled to remuneration as a Director or Supervisor. Their compensation shall be determined in accordance with their work performance at the Company, and they are entitled to participate in the distribution of economic profit bonus. When Directors and Supervisors who are working full-time at the Company cash in their annual performance points for annual economic profit bonus (if any), it shall be approved by the Chairman and filed with the remuneration and nomination committee of the Board.

The remuneration scheme for the Chairman who is working full-time at the Company is as follow:

1. Chairman’s annual cash remuneration

The Chairman’s annual cash remuneration received from the Company comprises two parts: fixed monthly salary and year-end bonus. Such annual cash remuneration is linked with the growth rate of the net profit attributable to the equity shareholders of the Company (the “ net profit ”) achieved by the Company. It is proposed that a net profit growth rate of 15% is set to be the baseline:

In the event that the net profit growth rate exceeds 15%, the total amount of the annual cash remuneration of the Chairman = basic total annual cash remuneration x (1 + the annual net profit growth rate of the Company - 15%).

In the event that the net profit growth rate is within the range from zero to 15% (both percentages inclusive), there shall be no increase in the total annual cash remuneration of the Chairman.

In the event that the net profit growth rate is below zero, the total annual cash remuneration of the Chairman shall be reduced by a corresponding percentage.

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LETTER FROM THE BOARD

The basic total amount of the Chairman’s annual cash remuneration for the first year should be RMB9,978,700 and the calculation is as follow:

Basic total amount of the Chairman’s annual cash remuneration for the first year = (RMB10,144,700 + RMB9,812,700)/2 = RMB9,978,700

Table 1 Annual cash remuneration of the Chairman and the president of the Company from 2014 to 2016

				RMB’000
	2014	2015	2016	Average
Chairman	10,456	9,988	9,990	10,144.7
President	9,660	9,988	9,790	9,812.7

The basic total amount of the Chairman’s annual cash remuneration in subsequent year should be the Chairman’s annual cash remuneration of the previous year.

2. Chairman’s long-term incentive – economic profit bonus

According to the Company’s economic profit bonus scheme and as confirmed by the remuneration and nomination committee of the Board, the percentage of economic profit bonus to the Chairman accounted for 2.2% to 4% of the Company’s economic profit bonus from 2010 to 2015 (see Table 2). After consulting the remuneration and nomination committee of the Board and some Directors, it is proposed that the percentage of economic profit bonus for allocation to the Chairman is set at 1.8% to 2.2% of the Company’s economic profit bonus of the year. It is proposed to the Shareholders at the EGM to authorise the remuneration and nomination committee of the Board to determine the specific percentage and amount of the Chairman’s economic profit bonus for each year.

Table 2 Proportion of the annual economic profit bonus of the Chairman and the president of the Company from 2010 to 2015

	2010	2011	2012	2013	2014	2015
Chairman	4.0%	4.0%	3.4%	3.0%	2.6%	2.2%

The above resolution has been approved by the Board and is now proposed to the Shareholders at the EGM for consideration.

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LETTER FROM THE BOARD

EGM

The EGM will be convened at Vanke Center, No. 33 Huanmei Road, Dameisha, Yantian District, Shenzhen, the PRC at 2:30 p.m. on Friday, 23 February 2018 to consider and if thought fit, to approve the resolutions set forth in the Notice. The second notice of the EGM is set out on pages 12 to 13 of this circular.

The notice of the EGM, proxy form and reply slip have been published on the website of the Hong Kong Stock Exchange (www.hkexnews.hk) and despatched to the Shareholders on 8 January 2018.

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, the 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, the PRC not less than 24 hours before the time appointed for the holding of the EGM or any adjournment thereof; for holders of H Shares, the above documents must be delivered to the Company’s H Share Registrar at 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 24 hours before the time appointed for the EGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or any adjourned meeting should you so wish.

The H Shares register of members will be closed from Wednesday, 24 January 2018 to Friday, 23 February 2018 (both days inclusive), during which time no share transfers of H Shares will be effected. For holders of H Shares who intend to attend the EGM, the shares and the registration documents must be delivered to the Company’s H Share Registrar at 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Tuesday, 23 January 2018. The holders of the H Shares whose names appear on the H Shares register of members of the Company at the close of business on Tuesday, 23 January 2018 are entitled to attend and vote in respect of the resolutions to be proposed at the EGM.

Shareholders who intend to attend the EGM in person or by proxy should return the reply slip accompanying the notice of EGM to the office of the Board 20 days before the date of EGM (3 February 2018) by hand, by post or by fax.

VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at the EGM must be taken by poll except where the chairman of the EGM, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands.

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LETTER FROM THE BOARD

RECOMMENDATION

The Directors (including the independent non-executive Directors) consider that the resolutions set forth in the notice of the EGM are in the best interests of the Company and the Shareholders as a whole. As such, the Directors (including the independent non-executive Directors) recommend the Shareholders to vote in favour of the resolutions set forth in the notice of the EGM.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquires, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive and there are no other matters the omission of which would make any statement herein or this circular misleading.

Yours faithfully, For and on behalf of the Board of China Vanke Co., Ltd.* Yu Liang Chairman

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SECOND NOTICE OF THE FIRST EGM OF 2018

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)

SECOND NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2018

REFERENCE IS MADE to the notice of the EGM dated 8 January 2018.

NOTICE IS HEREBY RE-GIVEN that the EGM will be convened at 2:30 p.m. on Friday, 23 February 2018 at Vanke Center, No. 33 Huanmei Road, Dameisha, Yantian District, Shenzhen, PRC for the purpose of considering and, if thought fit, approving the following resolutions:

ORDINARY RESOLUTIONS

1. To consider and approve the Proposal on the Mandate of Issuance of Debt Financing Instruments.

2. To consider and approve the Proposal on Adjustment of the Remuneration Scheme of Directors and Supervisors of the Company.

By Order of the Board of China Vanke Co., Ltd.* Yu Liang Chairman

Shenzhen, the PRC, 5 February 2018

* For identification purpose only

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SECOND NOTICE OF THE FIRST EGM OF 2018

Notes:

1. The H Shares register of members of the Company will be closed from Wednesday, 24 January 2018 to Friday, 23 February 2018 (both days inclusive), during which time no share transfers of H Shares will be effected. For holders of H Shares who intend to attend the EGM, the Shares and the registration documents must be delivered to the H Share Registrar of the Company, at 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong no later than 4:30 p.m. on Tuesday, 23 January 2018. The holders of the H Shares whose names appear on the H Shares register of members of the Company at the close of business on Tuesday, 23 January 2018 are entitled to attend and vote in respect of the resolutions 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/her/its behalf at the EGM. A proxy does not need to 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/her/its 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 or any adjournment thereof. In order to be valid, for holders of H Shares, the above documents must be delivered to the H Share Registrar of the Company not less than 24 hours before the time appointed for the EGM or any adjournment thereof.

5. Shareholders who intend to attend the EGM in person or by proxy should return the reply slip accompanying the notice of EGM to the office of the Board 20 days before the date of EGM (3 February 2018) 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, the PRC Postal code: 518083

Contact persons: Mr. LIANG Jie and Ms. LI Yuanyuan Tel: 86 (755) 2560 6666 Fax: 86 (755) 2553 1696

1. Each Shareholder (or his or her or its proxy) shall exercise his or her or its voting rights by way of poll.

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