China Vanke Co., Ltd. — Proxy Solicitation & Information Statement 2021

Nov 10, 2021

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 you should take, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, certified public 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 to the purchaser or transferee, or to the bank, 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.

This circular is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities nor is it calculated to invite any such offer or invitation. In particular, this circular does not constitute and is not an offer to sell or an invitation or a solicitation of any offer to buy or subscribe for any securities in Hong Kong, the United States or any other jurisdiction in which such offer, solicitationOnewo haveornotsalebeenwouldregisteredbe unlawfulunder thepriorUnitedto registrationStates Securitiesor qualificationAct of 1933,underastheamendedsecurities(thelaws“ U.S. of Securities any such Act jurisdiction.”) and mayThenotsecuritiesbe offeredof or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act. Any public offering of securities to be made in the United States will be made by means of a prospectus which will contain detailed information about Onewo making the offer and its management and financial statements. There is no intention to register any portion of the securities of Onewo in the United States or to conduct a public offering of securities in the United States.

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)

(1) AUTHORIZATION TO THE COMPANY FOR ISSUANCE OF DIRECT DEBT FINANCING INSTRUMENTS

(2) PROPOSED APPOINTMENT OF DIRECTOR

(3) THE COMPLIANCE OF THE OVERSEAS LISTING OF ONEWO SPACE-TECH SERVICE CO., LTD. WITH THE CIRCULAR ON ISSUES IN RELATION TO REGULATING OVERSEAS LISTING OF SUBSIDIARIES OF DOMESTIC LISTED COMPANIES

(4) THE INITIAL PUBLIC OFFERING AND OVERSEAS LISTING PROPOSAL OF ONEWO SPACE-TECH SERVICE CO., LTD.

(5) UNDERTAKING OF MAINTAINING INDEPENDENT LISTING STATUS OF THE COMPANY

(6) EXPLANATIONS ON THE SUSTAINABLE PROFITABILITY AND PROSPECTS OF THE COMPANY

(7) THE “FULL CIRCULATION” APPLICATION FOR THE SHARES OF ONEWO SPACE-TECH SERVICE CO., LTD. HELD BY THE COMPANY

(8) PROPOSED AUTHORIZATION TO THE BOARD AND ITS AUTHORIZED PERSONS BY THE GENERAL MEETING TO HANDLE MATTERS, AT THEIR FULL DISCRETION, IN RELATION TO THE OVERSEAS LISTING OF ONEWO SPACE-TECH SERVICE CO., LTD.

(9) PROVISION OF ASSURED ENTITLEMENT ONLY TO THE HOLDERS OF H SHARES OF THE COMPANY FOR THE SPIN-OFF AND OVERSEAS LISTING OF ONEWO SPACE-TECH SERVICE CO., LTD.

(10) NOTICE OF THE 2021 FIRST EXTRAORDINARY GENERAL MEETING AND THE SECOND H SHAREHOLDERS CLASS MEETING OF 2021

IMPORTANT NOTICE: The purpose of this circular is to provide you with information reasonably necessary for the EGM and H Shareholders Class Meeting 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 and/or H Shareholders Class Meeting.

A letter from the Board is set out on pages 4 to 24 of this circular. The Company will convene the EGM and H Shareholders Class Meeting at Vanke Center, No. 33 Huanmei Road, Dameisha, Yantian District, Shenzhen, Guangdong Province, the PRC at 2:00 p.m. on Friday, 26 November 2021.The notice of EGM and notice of H Shareholders Class Meeting are set out on pages 25 to 28 of this circular.

In order to further improve the prevention and control of the current epidemic, the Company recommends Shareholders to attend the meeting by first appointing the Chairman of the meeting to vote . Save for carrying the relevant credentials and meeting materials, Shareholders and proxies who intend to attend the meeting on site shall pay attention in advance, and comply with the regulations and requirements in relation to the prevention and control of the epidemic in Guangdong province and Shenzhen city of the PRC. The Company will take measures for prevention and control of the epidemic, such as registration for the meeting, monitoring body temperature and checking health code and itinerary code, for Shareholders or proxies attending the meeting on site.

Shareholders or proxies who exhibit symptoms such as fever and cough, do not wear masks as required, or fail to comply with the regulations and requirements in relation to the prevention and control of the epidemic will not be able to enter the site of the meeting.

For those who intend to direct a proxy to attend the EGM and/or H Shareholders Class Meeting, please complete the EGM proxy form and/or H Shareholders Class Meeting proxy form and return the same in accordance with the instructions printed thereon. To be valid, for holders of A Shares, the EGM 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 EGM proxy form and/or H Shareholders Class Meeting proxy form must be delivered to the Company’s H Shares Registrar at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 24 hours before the time appointed for the EGM and/or H Shareholders Class Meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM and/or H Shareholders Class Meeting or any adjourned meeting should you so wish.

• For identification purpose only

10 November 2021

TABLE OF CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
NOTICE OF THE 2021 FIRST EXTRAORDINARY GENERAL MEETING AND
THE SECOND H SHAREHOLDERS CLASS MEETING OF 2021 . . . . . . . . . . .	25

Note: If there is any inconsistency between the Chinese and English versions of this circular, the Chinese version shall prevail.

– i –

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 SZSE (stock code: 000002) and traded in RMB

• “A Shareholders Class Meeting”

• the second A Shareholders class meeting of the Company of 2021 or any adjournment thereof to be convened at Vanke Center, No. 33 Huanmei Road, Dameisha, Yantian District, Shenzhen, the PRC starting from 2:00 p.m. on Friday, 26 November 2021 (or immediately after the conclusion of the EGM)

• “Articles of Association” the articles of association of the Company, as amended from time to time

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

• “Chairman” the chairman of the Board

• “Class Meeting(s) of A Shareholders Class Meeting and H Shareholders Shareholders” Class Meeting

• “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 SZSE (stock code: 000002)

• “Company Law” company law of the PRC, as amended from time to time

• “CSRC” China Securities Regulatory Commission（中國證券監督 管理委員會）

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

• “EGM”

• the 2021 first extraordinary general meeting of the Company or any adjournment thereof to be convened at Vanke Center, No. 33 Huanmei Road, Dameisha, Yantian District, Shenzhen, the PRC starting from 2:00 p.m. on Friday, 26 November 2021

• “Executive Director(s)”

the executive director(s) of the Company

– 1 –

DEFINITIONS

• “Full Circulation”

• application for listing and circulation of issued domestic shares/unlisted domestic shares of Onewo on the Main Board of the Hong Kong Stock Exchange by Onewo

• “Full Circulation of the Shares of the Company intends to entrust Onewo to apply to Onewo Held by the Company” CSRC for the listing and circulation of all or part of the domestic unlisted shares of Onewo held by the Company on the Main Board of the Hong Kong Stock Exchange at an opportune time before and/or after the Overseas Listing of Onewo

• “General Meeting(s)” the general meeting(s) held by the Company from time to time

• “Group” or “Vanke” the Company and its subsidiaries, including Onewo Group (unless the context requires otherwise)

• “H Share(s)” for the Company, 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; for Onewo, the overseas listed foreign share(s) listed and traded on the Hong Kong Stock Exchange after the Overseas Listing of Onewo and the Full Circulation

• “H Shareholders” the holders of H Shares of the Company

• “H Share Registrar” Computershare Hong Kong Investor Services Limited

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

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

• “HK$”

• Hong Kong dollar, the lawful currency of Hong Kong

• “Independent Non-executive the independent non-executive director(s) of the Director(s)” Company

• “KPMG”

• KPMG Huazhen LLP

• “Latest Practicable Date” 9 November 2021, being the latest practicable date for ascertaining certain information before the printing of this circular

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DEFINITIONS

• “Listing Rules” the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange, as amended from time to time

• “Non-executive Director(s)” the non-executive director(s) of the Company “Onewo” Onewo Space-Tech Service Co., Ltd., a joint stock company established in the PRC with limited liability on 20 February 2001

• “Onewo Group” Onewo and its subsidiaries “Overseas Listing of Onewo” the Company propose to spin-off and list Onewo on the Main Board of the Hong Kong Stock Exchange

• “Practice Note 15” Practice Note 15 of the Listing Rules “PRC” the People’s Republic of China, which shall, for the purposes of this circular, exclude Hong Kong, Macau and Taiwan

• “RMB” Renminbi, the lawful currency of the PRC “Securities Law” Securities Law of the PRC, as amended from time to time

• “Second H Shareholders Class the second class meeting of the H Shareholders of the Meeting of 2021” or “H Company of 2021 to be convened at Vanke Center, No. Shareholders Class Meeting” 33 Huanmei Road, Dameisha, Yantian District, Shenzhen, the PRC starting from 2:00 p.m. on Friday, 26 November 2021 (or immediately after the conclusion of the EGM and A Shareholders Class Meeting)

• “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) “Spin-off Guidelines” the Circular on Issues in relation to Regulating Overseas Listing of Subsidiaries of Domestic Listed Companies of the China Securities Regulatory Commission (Zheng Jian Fa [2004] No. 67)

• “Spin-off Guidelines” the Circular on Issues in relation to Regulating Overseas Listing of Subsidiaries of Domestic Listed Companies of the China Securities Regulatory Commission (Zheng Jian Fa [2004] No. 67)

• “subsidiary(ies)” shall have the meaning ascribed to it under the Listing Rules

• “SZSE” Shenzhen Stock Exchange “%” 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

Executive Directors Mr. YU Liang Mr. ZHU Jiusheng Mr. WANG Haiwu

Registered office and address of head office Vanke Center No. 33 Huanmei Road Dameisha, Yantian District Shenzhen, the PRC

Non-executive Directors Mr. XIN Jie Mr. HU Guobin Mr. HUANG Liping

Principal place of business in Hong Kong 55/F, Bank of China Tower 1 Garden Road Hong Kong

Independent Non-executive Directors Mr. KANG Dian Ms. LIU Shuwei Mr. NG Kar Ling, Johnny Mr. ZHANG Yichen

10 November 2021

To the Shareholders

Dear Sir/Madam,

(1) AUTHORIZATION TO THE COMPANY FOR ISSUANCE OF DIRECT DEBT FINANCING INSTRUMENTS

(2) PROPOSED APPOINTMENT OF DIRECTOR

(3) THE COMPLIANCE OF THE OVERSEAS LISTING OF ONEWO SPACE-TECH SERVICE CO., LTD. WITH THE CIRCULAR ON ISSUES IN RELATION TO REGULATING OVERSEAS LISTING OF SUBSIDIARIES OF DOMESTIC LISTED COMPANIES

(4) THE INITIAL PUBLIC OFFERING AND OVERSEAS LISTING PROPOSAL OF ONEWO SPACE-TECH SERVICE CO., LTD.

(5) UNDERTAKING OF MAINTAINING INDEPENDENT LISTING STATUS OF THE COMPANY

(6) EXPLANATIONS ON THE SUSTAINABLE PROFITABILITY AND PROSPECTS OF THE COMPANY

(7) THE “FULL CIRCULATION” APPLICATION FOR THE SHARES OF ONEWO SPACE-TECH SERVICE CO., LTD. HELD BY THE COMPANY

(8) PROPOSED AUTHORIZATION TO THE BOARD AND ITS AUTHORIZED PERSONS BY THE GENERAL MEETING TO HANDLE MATTERS, AT THEIR FULL DISCRETION, IN RELATION TO THE OVERSEAS LISTING OF ONEWO SPACE-TECH SERVICE CO., LTD.

(9) PROVISION OF ASSURED ENTITLEMENT ONLY TO THE HOLDERS OF H SHARES OF THE COMPANY FOR THE SPIN-OFF AND OVERSEAS LISTING OF ONEWO SPACE-TECH SERVICE CO., LTD.

(10) NOTICE OF THE 2021 FIRST EXTRAORDINARY GENERAL MEETING AND THE SECOND H SHAREHOLDERS CLASS MEETING OF 2021

– 4 –

LETTER FROM THE BOARD

INTRODUCTION

The purpose of this circular is, among other things, to provide you with all the information reasonably necessary in relation to the resolutions to be proposed at the EGM and/or the H Shareholders Class Meeting (as applicable) 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 and/or H Shareholders Class Meeting.

RESOLUTIONS PROPOSED AT THE EGM AND/OR H SHAREHOLDERS CLASS MEETING

The detailed resolutions to be considered at the EGM and/or the H Shareholders Class Meeting are set out in the Notices of EGM and H Shareholders Class Meeting as well as the Notice of EGM and the Notice of H Shareholders Class Meeting set out on pages 25 to 28 of this circular.

I. TO CONSIDER AND APPROVE THE RESOLUTION ON THE AUTHORIZATION TO THE COMPANY FOR ISSUANCE OF DIRECT DEBT FINANCING INSTRUMENTS

According to the resolutions at the twelfth meeting of the nineteenth session of the Board of the Company, an ordinary resolution will be proposed at the EGM for Shareholders to consider and approve the authorization to the Company to issue direct debt financing instruments within a range of up to RMB30 billion. Details are as follows:

(1) Issue type and principal terms

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

• 2) Issue schedule : in one batch or in multiple batches, and may be in different types;

• 3) Issue method : to authorize the Board (or its authorized person(s)) to determine in accordance with the market conditions at the time of issuance;

• 4) Issue interest rate : to authorize the Board (or its authorized person(s)) to determine in accordance with the market conditions at the time of issuance and through reasonable and legitimate methods;

• 5) Term and type : the term of non-perpetual bonds in direct debt financing instrument shall not exceed 10 years (including 10 years); the term of perpetual bonds to be determined by the Board (or its authorized person(s)) as authorized by the General Meeting; the relevant issuance terms for each issuance of direct debt financing instruments, such as the size, issuance term, interest issuance and method of issuance, shall comply with the requirements of relevant rules;

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LETTER FROM THE BOARD

• 6) 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 (including but not limited to long-term lease apartments, logistics real estate, industrial parks, senior apartments and other fund raising projects); to be determined by the authorized Board of Directors (or its authorized person(s)) according to the capital requirements of the Company at the time of application and issuance of direct debt financing instruments;

• 7) Validity period of the resolution : to be effective for a period of 24 months commencing from the date on which the resolution is approved at the EGM.

(2) Authorizations

It is proposed to the EGM to authorize the Board, to deal with the relevant matters in connection with the above items at its absolute discretion, within the validity period of the resolution, in accordance with the specific needs of the Company and other market conditions, including but not limited to:

• 1) to determine the specific type of direct debt financing instruments to be issued by the Company, within the limits of the issuable amount, including but not limited to corporate bonds, medium-term notes, short-term commercial paper, super short-term commercial paper, perpetual bonds, asset-backed bonds and enterprise bonds or the combination of any of the above in domestic and overseas market;

• 2) to determine the specific use of proceeds based on the actual needs of the Company within the scope of the above-mentioned use of proceeds;

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

• 4) to appoint various intermediaries, including but not limited to the main underwriters, rating agencies, law firms, etc. to negotiate, sign and amend relevant contracts or agreements, as well as to sign all necessary documents related to each issuance, registration and listing, and to handle all necessary procedures such as application, registration or filing of each direct debt financing instrument with the relevant regulatory authorities on behalf of the Company, based on actual needs of the issuance of direct debt financing instruments;

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LETTER FROM THE BOARD

• 5) to handle other matters relating to the issuance of direct debt financing instruments not mentioned above;

• 6) the authorization referred to in this resolution shall be valid for a period of 24 months from the date of approval of this resolution by EGM. If the Board and/or its authorized person(s) have decided on the issuance during the validity period of the authorization, and the Company has obtained regulatory approval, permission or registration for the issuance during the validity period of the authorization, the Company may complete the issuance during the validity period confirmed by such approval, permission or registration.

The Board shall further transfer the authorization to the president of the Company and its authorized person(s) as when obtain the authorization from the EGM.

II. TO CONSIDER AND APPROVE THE RESOLUTION IN RELATION TO THE APPOINTMENT OF MR. LEI JIANGSONG AS A NON-EXECUTIVE DIRECTOR OF THE COMPANY

An ordinary resolution will be proposed to the EGM for approval of appointment of a Director.

Reference is made to the announcement of the Company dated 12 October 2021 in relation to resignation of a director. Mr. Li Qiangqiang applied for the resignation from the position as a Non-executive Director of the Company due to the change in work arrangements, and, upon resignation, no longer served any positions in the Company.

In accordance with the Articles of Association, the fourteenth meeting of the nineteenth session of the Board of the Company resolved to nominate Mr. Lei Jiangsong (“ Mr. Lei ”) as a candidate for by-election as a Non-executive Director of the nineteenth session of the Board of the Company. The appointment of Mr. Lei will be effective after approval by Shareholders at the EGM. The term of office of Mr. Lei will commence on the date of the passing of the election at the EGM and end at the expiry of the term of the nineteenth session of the Board.

In accordance with the Rule 13.51(2) of the Listing Rules, disclosure of the biographical details of Mr. Lei are as follow:

Mr. Lei Jiangsong , born in 1970, currently is a member of the Party Committee and deputy general manager of Shenzhen Metro Group Co., Ltd.. Mr. Lei served as the head of technical division of the Hong Kong company and deputy chief engineer of overseas company of Shenzhen Tagen Group Co., Ltd. from July 1993 to August 2003; he has worked in Shenzhen Metro Group Co., Ltd. since September 2003, and successively served as the deputy manager of Line 5 construction branch, manager of Line 7 construction branch, the general manager of Shenzhen Metro Engineering Consulting Co., Ltd., deputy general manager of the construction head office as well as general manager of the First Engineering Center, executive director and secretary to the Party Committee of the construction head office, the chairman and secretary to the Party Committee of Shenzhen Metro Construction

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LETTER FROM THE BOARD

Group Co., Ltd., and the deputy general manager of Shenzhen Metro Group Co., Ltd.. Mr. Lei graduated from Huazhong University of Science & Technology in July 1993, with a bachelor’s degree in Urban Road and Bridge Engineering and obtained a master’s degree in Management Science and Engineering from Tianjin University in September 2006. Mr. Lei is a professor-level senior engineer, national-registered first-class constructor, registered cost engineer and registered supervision engineer, he is also an expert from the expert database of the Shenzhen Housing and Construction Bureau.

Save as disclosed above, as of the Latest Practicable Date, Mr. Lei (i) does not hold any other positions in the Company and its subsidiaries, did not hold any other directorships in other listed companies in the past three years; (ii) has no other relationships with any other Directors, supervisors, senior management or substantial Shareholders of the Company; (iii) has no other interests in the Shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance.

Save as disclosed above, Mr. Lei confirms that, there are no other matters that need to be brought to the attention of the Shareholders, nor is there any information that needs to be disclosed pursuant to any of the requirements of the provisions under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

The Company will enter into a service contract with Mr. Lei. Mr. Lei will not receive any remuneration as a director.

III. IN RELATION TO THE SPIN-OFF AND OVERSEAS LISTING OF ONEWO

Reference is made to the announcement of the Company dated 5 November 2021. The Company intends to spin-off Onewo for listing on the Main Board of the Hong Kong Stock Exchange. At the thirteenth meeting of the nineteenth session of the Board held on 5 November 2021, the Company considered and approved the “Resolution in relation to the compliance of the Overseas Listing of Onewo with the Circular on Issues in relation to Regulating Overseas Listing of Subsidiaries of Domestic Listed Companies”, the “Resolution in relation to the proposal of the initial public offering and Overseas Listing of Onewo”, the “Resolution in relation to the undertaking of maintaining independent listing status of the Company after listing of Onewo”, the “Resolution in relation to the explanations on the sustainable profitability and prospects of the Company after listing of Onewo”, the “Resolution in relation to the “Full Circulation” application for the shares of Onewo held by the Company”, the “Resolution in relation to the proposed authorization to the board and its authorized persons by the general meeting to handle matters, at their full discretion, in relation to the Overseas Listing of Onewo” and the “Resolution in relation to the provision of assured entitlement only to the holders of H shares of the Company for the spin-off and Overseas Listing of Onewo” (the “ Relevant Resolutions on Overseas Listing of Onewo ”).

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LETTER FROM THE BOARD

The above Relevant Resolutions on Overseas Listing of Onewo will be submitted to the EGM, the A Shareholders Class Meeting and the H Shareholders Class Meeting (if applicable) for consideration and approval by way of ordinary resolution(s) or special resolution(s) respectively. Details are as follows:

Resolutions to be proposed at the EGM for consideration and approval by way of ordinary resolutions:

• (1) Resolution in relation to the compliance of the Overseas Listing of Onewo with the Circular on Issues in relation to Regulating Overseas Listing of Subsidiaries of Domestic Listed Companies;

• (2) Resolution in relation to the proposal of the initial public offering and Overseas Listing of Onewo;

• (3) Resolution in relation to the undertaking of maintaining independent listing status of the Company after the listing of Onewo;

• (4) Resolution in relation to the explanations on the sustainable profitability and prospects of the Company after the listing of Onewo;

• (5) Resolution in relation to the “Full Circulation” application for the shares of Onewo held by the Company; and

• (6) Resolution in relation to the proposed authorization to the Board and its authorized persons by the General Meeting to handle matters, at their full discretion, in relation to the Overseas Listing of Onewo;

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LETTER FROM THE BOARD

Resolution to be proposed at the EGM, the A Shareholders Class Meetings and the H Shareholders Class Meetings for consideration and approval by way of a special resolution:

• (7) Resolution in relation to the provision of assured entitlement only to the H Shareholders of the Company for the spin-off and Overseas Listing of Onewo.

• (I) Details of the Relevant Resolutions on Overseas Listing of Onewo

1. Resolution in relation to the compliance of the Overseas Listing of Onewo. with the Circular on Issues in Relation to Regulating Overseas Listing of Subsidiaries of Domestic Listed Companies

An ordinary resolution will be proposed at the EGM for Shareholders to approve the compliance of the Overseas Listing of Onewo with the Spin-off Guidelines. Details as follows:

As verified and confirmed, the Company considered the spin-off and Overseas Listing of Onewo has met the relevant requirements of the Spin-off Guidelines, and the Company, as the controlling shareholder of Onewo, has met the following conditions as stipulated in Article 2 of the Spin-off Guidelines: (1) Listed Company Has Been Profitable for Last Consecutive Three Years

According to the Audit Reports (KPMG Huazhen Shen Zi No. 1901118, KPMG Huazhen Shen Zi No. 2000709 and KPMG Huazhen Shen Zi No. 2101136) issued by KPMG Huazhen, the Company realized net profit attributable to owners of the parent company of RMB33,772,651,678.61, RMB38,872,086,881.32 and RMB41,515,544,941.31 for the years of 2018, 2019 and 2020, respectively. The Company has been profitable for the last consecutive three years, which is in compliance with Article 2(1) of the Spin-off Guidelines.

(2) Businesses and Assets, into which Listed Company’s Issued Shares and Raised Funds in the Last Three Fiscal Years were Invested, Shall Not Be Used as Capital of Subsidiary for the Application for Overseas Listing

In April 2019 and June 2020, the Board of the Company has allotted and issued 262,991,000 and 315,589,200 H Shares to no less than 6 placees respectively under the general mandate, the net proceeds from the placing are RMB6.643 billion and RMB7.165 billion, respectively, the proceeds of which were used to repay the overseas debt financing of the Company.

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LETTER FROM THE BOARD

Therefore, businesses and assets, into which listed companies’ issued shares and raised funds in the last three fiscal years were invested, have not been used as capital of Onewo for the application for overseas listing, which is in compliance with Article 2(2) of the Spin-off Guidelines.

• (3) Net Profit of Subsidiary Enjoyed by Listed Company According to Rights and Interests in the Consolidated Statements of the Last Fiscal Year Shall Not Exceed 50% of Net Profit of Such Listed Company in the Consolidated Statements

According to the Audit Report (KPMG Huazhen Shen Zi No. 2101136) issued by KPMG Huazhen, the net profit attributable to owners of the parent company in the 2020 consolidated statements amounted to RMB41,515,544,941.31, the net profit attributable to the parent company of Onewo enjoyed by the Company according to rights and interests in 2020 was 2.15% to the net profit in the consolidated statement of the Company, which did not exceed 50% and is in compliance with Article 2(3) of the Spin-off Guidelines.

• (4) Net Assets of Subsidiary Enjoyed by Listed Company according to Rights and Interests in the Consolidated Statements of the Last Fiscal Year Shall Not Exceed 30% of Net Assets of such Listed Company in the Consolidated Statements

According to the Audit Report (KPMG Huazhen Shen Zi No. 2101136) issued by KPMG Huazhen, the net assets attributable to the parent company in the 2020 consolidated statements amounted to RMB224,510,952,749.09, and the net assets attributable to the parent company of Onewo enjoyed by the Company according to rights and interests at the end of 2020 was 1.75% to the net assets in the consolidated statement of the Company, which did not exceed 30% and is in compliance with Article 2(4) of the Spin-off Guidelines.

(5) No Horizontal Competition may Exist Between Listed Company and its Subsidiary, and Their Assets and Finance are Separated from Each Other and No Cross Appointment among Management Personnel may Take Place Between Them

1) No competition existed between listed company and its subsidiary

The Company’s principal business (other than Onewo) is real estate development and related asset management, etc. The principal business of Onewo is space-tech services which mainly includes property management, facility management and smart city integrated service. The Company and Onewo have separate business segments with clear business demarcation and are engaged in different principal businesses, and there is no substantial competition or substitution.

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LETTER FROM THE BOARD

Therefore, there is no substantial competition between the Company and Onewo.

• 2) The listed company and the subsidiary are independent from each other in assets and finance

The Company and Onewo have their own independent and complete operational assets with clear ownership.

The Company and Onewo have established their own independent finance departments with dedicated financial personnel who are able to exercise their powers and perform their duties independently. Both the Company and Onewo have set up a sound and independent financial accounting system in accordance with the requirements of the current accounting system and relevant laws and regulations, and are capable of making financial decisions independently and have a standiardised financial accounting system and financial management system.

Both the Company and Onewo have separate bank accounts and pay taxes independently.

Therefore, the Company and Onewo are independent from each other in assets and finance.

• 3) No cross appointment among management personnel may take place between the listed company and the subsidiary

Mr. ZHU Jiusheng, Ms. HAN Huihua, Mr. LIU Xiao and Ms. ZHU Xu, the senior management of the Company, do not hold any positions in Onewo other than that of a director or supervisior; Mr. ZHU Baoquan, Mr. YANG Guanghui, Mr. ZOU Ming and Mr. LI Qingping, the senior management of Onewo, have not established any labour relationship with the Company. There is no cross appointment among management personnel between the Company and Onewo.

In conclusion, there is no substantial competition among the Company and Onewo, the assets and finance are independent and there is no cross appointment among management personnel, which is in compliance with Article 2(5) of the Spin-off Guidelines.

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LETTER FROM THE BOARD

• (6) Shares of Subsidiary as Held by Directors, Senior Management and Affiliated Persons of the Listed Company and Its Subsidiary Shall Not Exceed 10% of the Total Share Capital Before such Subsidiary are Listed Abroad

Shares in Onewo held by directors, senior management and affiliated persons of the Company and Onewo did not exceed 10% of the toal share capital before Onewo is overseas listed, which is in compliance with Article 2(6) of the Spin-off Guidelines.

• (7) The Funds and Assets of the Listed Company are not Possessed by any Individual or Legal Person or Other Organization, or the Affiliated Persons hereto, by which it is Actually Controlled, and there are No Other Major Related Transactions that will Injure its Interests

The Company has established a sound internal control system and management system, the funds and assets are not possessed by any individual, legal person, other organization or the affiliated persons hereto, by which it is actually controlled, and there are no other major related transactions that will injure its intersts, which is in compliance with Article 2(7) of the Spin-off Guidelines.

(8) The Listed Company has not Committed Major Illegal Acts for the Last Three Years

As verified, the Company has not committed major illegal acts for the last three years, which is in compliance with Article 2(8) of the Spin-off Guidelines.

In conclusion, the Overseas Listing of Onewo, the subsidiary of the Company complies with the relevant requirements of the Spin-off Guidelines.

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LETTER FROM THE BOARD

2. Resolution in relation to the proposal of the initial public offering and Overseas Listing of Onewo

An ordinary resolution will be proposed at the EGM for Shareholders to approve the proposal of the Overseas Listing of Onewo. Details as follows:

• (1) Main contents of the proposal of the Overseas Listing of Onewo are as follows:

• 1) Issuer: Onewo;

• 2) Place of Listing: Main Board of the Hong Kong Stock Exchange;

• 3) Type of Share to be Issued: H Shares, i.e., overseas listed foreign shares, by way of ordinary shares;

• 4) Par Value Per Share: RMB1.00;

• 5) Target Subscribers: The target subscribers will be public investors, and international investors participating in the international placing, Qualified Domestic Institutional Investors (QDII) in the PRC, and other investors in the PRC who are permitted to invest securities abroad as approved by PRC laws and regulations or the domestic regulatory authorities in the PRC;

• 6) Timing of Listing: The specific listing date will be determined by the board of directors and its authorized person(s) as authorized by the general meeting of Onewo, taking into account overseas capital market conditions, approval progress and other circumstances;

• 7) Method of Issuance: The method of issuance will be made by way of a Hong Kong public offering and international placing. Of which, Hong Kong public offering, being an offering of the ordinary shares to the public in Hong Kong; Depending on the international capital market practice and circumstances, international placing may include: (1) an offering in the United States to qualified institutional investors in accordance with the Rules 144A under the U.S. Securities Act of 1933 and the amendments thereof; and/or (2) an offering outside the United States in accordance with Regulations S under the U.S. Securities Act of 1933 and the amendments thereof. The specific method of issuance will be determined by the board of directors and its authorized person(s) as authorized by the general meeting of Onewo, taking into account overseas capital market conditions and other circumstances;

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LETTER FROM THE BOARD

• 8) Size of Issuance: In accordance with the requirements of the Hong Kong Stock Exchange regarding the minimum liquidity ratio and the capital requirements of the future development of Onewo, the number of H Shares to be issued will not be more than 15% (before taking into account the exercise of the over-allotment option) of the total share capital of Onewo after the issuance and the underwriters will be granted an over-allotment option not exceeding 15% of the number of H Shares to be issued as mentioned above. The final number of shares to be issued will be determined by the board of directors and its authorized person(s) as authorized by the general meeting of Onewo, taking into account the laws and regulations, regulatory approvals and overseas capital market conditions;

• 9) Method of Pricing: The issue price will be negotiated and determined by the board of directors and its authorized person(s) as authorized by the general meeting of Onewo, together with the underwriter(s), after full consideration of the interests of the existing shareholders of Onewo and overseas investors, and taking into account the international practice, the overseas capital market conditions at the time of issuance, the average valuation level of the industry that Onewo operates in, conditions of market subscriptions and the results of road show and bookkeeping;

• 10) Method of Underwriting: will be underwritten by an underwriting syndicate organized by the global coordinator(s);

• 11) Application for listing and circulation of issued domestic shares/unlisted domestic shares on the Main Board of the Hong Kong Stock Exchange (i.e. the “Full Circulation”): On condition that it is in compliance with the regulatory policy and requirement by CSRC and relevant regulatory authority in the place of listing, Onewo will, before the issuance of H Shares or after the listing, in accordance with the negotiations with shareholders holding unlisted domestic shares in Onewo, apply to such regulatory authority for converting all or part of those domestic shares/unlisted domestic shares issued before Overseas Listing of Onewo to the Hong Kong Stock Exchange for listing and circulation;

• 12) Use of Proceeds: The use of the proceeds raised from the overseas public offering of H Shares of Onewo is subject to the information disclosed in the final draft of the prospectus announced by Onewo. Upon confirmation of the specific issue size, if there is a situation where the proceeds are insufficient to fund the fund-raising projects, Onewo will solve the problem through other means according to the actual needs;

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LETTER FROM THE BOARD

• 13) Validity Period of Resolution: The issuance proposal involved in this resolution shall be valid for a period of twenty-four (24) months from the date on which the resolution is considered and approved by the EGM of the Company.

(2) Authorizations

The above content is the preliminary proposal for the Overseas Listing of Onewo. In order to ensure the smooth progress of the application for the Overseas Listing of Onewo, the Company proposes to the EGM to authorize the Board to make adjustments and changes to the issuance plan of the Overseas Listing of Onewo in accordance with the changes in laws and regulations, the requirements and opinions of the relevant regulatory authorities and the stock exchange(s), taking into account of the actual situation (except for matters that must be resolved by the General Meeting as required by laws and regulations). Meanwhile, an authorization shall be granted by the General Meeting of the Company to the general meeting, the board of directors and its authorized person(s) of Onewo to formulate and implement the specific proposal for the Overseas Listing of Onewo within the framework of the proposal of the Overseas Listing of Onewo (including the issuance proposal revised by the Board), which includes but not limited to the timing of listing, method of issuance, size of issuance, method of pricing and use of proceeds of the Overseas Listing of Onewo.

Shareholders should note that the spin-off and Overseas Listing of Onewo on the Hong Kong Stock Exchange will constitute a spin-off within the meaning of Practice Note 15, and will be subject to the approval by the Hong Kong Stock Exchange. As at the Latest Practicable Date, the application for the spin-off and Overseas Listing of Onewo under Practice Note 15 has been made by the Company to the Hong Kong Stock Exchange.

Accordingly, Shareholders and potential investors of the Company are advised that the spin-off and Overseas Listing of Onewo is subject to the approval by Shareholders, the approval by the CSRC, the Hong Kong Stock Exchange and other relevant regulatory authorities, the final decision of the Board and the general meeting and the board of directors of Onewo, etc., market conditions and other factors. As such, there is no assurance that the spin-off and Overseas Listing of Onewo will take place or as to when it may take place.

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LETTER FROM THE BOARD

3. Resolution in relation to the undertaking of maintaining independent listing status of the Company after the listing of Onewo

An ordinary resolution will be proposed at the EGM for Shareholders to approve the undertaking of maintaining independent listing status of the Company after the Overseas Listing of Onewo. Details as follows:

The Company and Onewo are independent from each other in the aspects of staff, asset, finance, institution, business and others. They have independent accounting systems and will independently undertake liabilities and risks, and each business segment can operate independently. According to the relevant laws, regulations and regulatory documents such as the Company Law, the Securities Law and the Spin-off Guidelines, the Overseas Listing of Onewo will not have any material impact on the ongoing operation of other business segments of the Company and will not affect the Company’s ability to maintain its independent listing status, which is in compliance with the above-mentioned laws and regulations.

The Company will, in accordance with the provisions of the Spin-off Guidelines, engage a securities institution registered with the CSRC and included in the list of sponsor institutions, as financial advisor of the Company, to give opinions and provide independent financial advisor’s report on the maintenance of independent listing status, retention of core assets and sustainable operation ability of the Company after the Overseas Listing of Onewo, and to supervise the Company in maintaining its independent listing status continuously.

4. Resolution in relation to the explanations on the sustainable profitability and prospects of the Company after the listing of Onewo

An ordinary resolution will be proposed at the EGM for Shareholders to approve the explanations on the sustainable profitability and prospects of the Company. Details as follows: The Overseas Listing of Onewo will not have any material impact on the ongoing operation of other business segments of the Company. After its overseas listing, Onewo will optimize its corporate governance and capital structure, provide better fund support and capital operation space for its subsequent development, and effectively facilitate the overall strategic upgrading and sustainable development of the Company.

In conclusion, upon the Overseas Listing of Onewo, the Company is able to continue to maintain favourable sustainable operation ability and sustainable profitability.

The Board considers that the proposed spin-off and Overseas listing of Onewo is fair and reasonable and in the interests of the Company and the Shareholders as a whole.

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LETTER FROM THE BOARD

5. Resolution in relation to the “Full Circulation” application for the shares of Onewo held by the Company

An ordinary resolution will be proposed at the EGM for Shareholders to approve the “Full Circulation” application for the shares of Onewo held by the Company. Details as follows:

As of the Latest Practicable Date, the Company held a total of 660,602,000 shares in Onewo, all of which are unlisted shares in the PRC. In accordance with the provisions of the Detailed Rules for the Implementation of H Share Full Circulation and the Guidelines for the Application for the Full Circulation of the Domestic Unlisted Shares of H Share Companies issued by the CSRC, the Company intends to engage Onewo to apply to the CSRC for the listing and circulation of all or part of Onewo’s unlisted shares in the PRC on the Main Board of the Hong Kong Stock Exchange prior to and/or after the Overseas Listing of Onewo (the “ Full Circulation of the Shares of Onewo Held by the Company ”).

In the event of a share bonus and capitalization of capital reserve, etc. occurring before the completion of the Full Circulation of the Company’s shares in Onewo, the number of domestic unlisted shares in which the Company holds shares in Onewo for Full Circulation will be adjusted accordingly. To ensure a smooth implementation of the proposal of the Full Circulation of the Shares of Onewo Held by the Company, it is proposed that an authorization shall be granted by the EGM to the Board and the authorization shall be further transferred to the president of the Company as when the Board has obtained the authorization, to determine or adjust the proposal of the Full Circulation of the Shares of Onewo Held by the Company based on the actual situation.

The Company agreed that, within the validity period of the approved documents of the CSRC, when appropriate, to complete the Full Circulation of the Shares of Onewo Held by the Company prior to or after Overseas Listing of Onewo, to grant Onewo the following necessary authorization:

• (1) Based on the proposal of the Full Circulation of the shares of Onewo held by the Company, to authorize Onewo to formulate, implement and adjust the specific implementation plan of the Full Circulation of the Shares of Onewo Held by the Company in accordance with the assessment opinion or requirements of the relevant regulatory authorities on the Full Circulation of the Shares of Onewo Held by the Company;

• (2) To authorize Onewo to handle reporting matters for the Full Circulation of the Shares of Onewo Held by the Company on behalf of the Company, including but not limited to preparing, amending, signing, submitting, presenting, executing and announcing the reporting documents and other legal documents related to the Full Circulation of the Shares of Onewo Held by the Company in accordance with the requirements of the relevant regulatory authorities;

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LETTER FROM THE BOARD

• (3) To authorize Onewo to handle the cross-border transfer and custody of the relevant shares, foreign exchange registration and listing on the Hong Kong Stock Exchange upon the Full Circulation of the Shares of Onewo Held by the Company of the Onewo has been verified/approved by the relevant regulatory authorities;

• (4) To authorize Onewo to select the domestic securities companies to participate in the trading of the shares related to the Full Circulation of the Shares of Onewo Held by the Company based on actual needs; and

• (5) To authorize Onewo to perform and handle other necessary matters related to the Full Circulation of the shares of Onewo held by the Company.

The above authorization to Onewo shall be valid for a period of twenty-four (24) months from the date on which the resolution is considered and approved by the EGM of the Company.

6. Resolution in relation to the proposed authorization to the Board and its authorized persons by the General Meeting to handle matters, at their full discretion, in relation to the Overseas Listing of Onewo

To ensure a smooth implementation and completion of the Overseas Listing of Onewo, in accordance with the relevant regulations of the Company Law and the Articles of Association, the Board hereby proposed that an authorization shall be granted by the EGM to the Board in handling matters, at their full discretion, in relation to the Overseas Listing of Onewo within the scope of the relevant laws and regulations, including but not limited to:

• (1) To exercise the shareholders’ right over Onewo on behalf of the Company, to make relevant resolution(s) and decision(s) in relation to the Overseas Listing of Onewo (except for matters that are required to be resolved by the General Meeting pursuant to the laws and regulations);

• (2) To have full authorization to handle matters relating to the submission of relevant applications to the relevant authorities such as the Hong Kong Stock Exchange and the CSRC for the Overseas Listing of Onewo;

• (3) Other specific matters relating to the Overseas Listing of Onewo, including but not limited to revise, sign, submit, receive and execute necessary agreement(s) and legal document(s), and perform relevant disclosure of information in accordance with the applicable regulatory rules;

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LETTER FROM THE BOARD

• (4) To make necessary adjustments to the proposal for Full Circulation of the shares of Onewo held by the Company on the Hong Kong Stock Exchange, including whether or not to circulate, the number of shares to be circulated, etc., within the scope of the number of the shares of Onewo held by the Company;

• (5) To determine and adjust the number and proportion of placements to be made to H Shareholders in accordance with the relevant requirements of the application guidelines under Practice Note 15;

• (6) Other necessary matters in connection with the Overseas Listing of Onewo.

The Board shall further transfer the authorization to the president of the Company and its authorized person(s) as when obtain the authorization from the EGM.

The authorization is valid for a period of twenty-four (24) months from the date on which this resolution is considered and approved by the EGM of the Company.

7. Resolution in relation to the provision of assured entitlement only to the H Shareholders of the Company for the spin-off and Overseas Listing of Onewo

Regarding the Overseas Listing of Onewo, pursuant to the requirements under Practice Note 15, the Company shall have due regard to the interests of its existing Shareholders by way of providing the existing Shareholders with an assured entitlement to the new shares issued by Onewo.

Due to the impediments arising from legal and policy perspectives for providing the existing holders of A Shares with an assured entitlement to the new shares issued by Onewo overseas, the Company will provide assured entitlement to the existing holders of H Shares of the Company only for the Overseas Listing of Onewo in order to comply with the requirements under Practice Note 15, the proportion of the allotment is expected to be no more than 20% of the number of issues (without taking into account the exercise of the over-allotment option).

The Company intends to propose such resolution as a special resolution to the EGM, the A Shareholders Class Meeting and the H Shareholders Class Meeting respectively for consideration and, if thought fit, approval by the Shareholders or class shareholders, as the case may be. If this resolution is considered and approved by Shareholders at the EGM, the A Shareholders Class Meeting and the H Shareholders Class Meeting, the Company will offer an assured entitlement to holders of H Shares only for the proposed spin-off; if this resolution is not considered and approved at any of the EGM, the A Shareholders Class Meeting or the H Shareholders Class Meeting, the Company will not offer any assured entitlement to any Shareholders for the proposed spin-off.

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LETTER FROM THE BOARD

In accordance with applicable laws, regulations and regulatory requirements, no Shareholder is required to abstain from voting on this resolution.

(II) Information of Onewo

Established on 20 February 2001 and formerly known as “Vanke Service Co., Ltd.”, Onewo is a non-wholly-owned subsidiary of the Company, and its principal business is space-tech services which mainly include property management, facility management and smart city integrated service. In March 2018, it completed the joint-stock transformation, converted into a joint-stock company, and changed its name to Vanke Property Development Company Limited; In October 2020, it officially changed its name to Onewo Space-Tech Service Co., Ltd.. As at the Latest Practicable Date, the total share capital of Onewo was 1,050,420,000 shares, of which approximately 62.89% were held by the Company and its subsidiaries. Its basic information is as follows:

Company name: Onewo Space-Tech Service Co., Ltd.

Registered capital: RMB1,050,420,000

Registered address: Vanke Center, No. 63 Meilin Road, Futian District, Shenzhen Legal representative: Zhu Baoquan

Type of enterprise: company limited by shares (sino-foreign joint venture, unlisted)

Principal business: General business: property services (only after obtaining a certificate of qualification issued by the relevant administrative departments); housekeeping services; housing repair and maintenance related to property management, mechanical and electrical equipment of buildings, environmental hygiene and design of landscaping. Burglar alarm system, security TV monitoring system, building and apartment security electronic intercom system, access control system, patrol system, design of parking management system, on-site installation and maintenance (civil engineering works are not included); computer software and hardware maintenance; real estate brokerage; property management information consultation, economic information consultation, business management consultation; office supplies, sporting goods, textiles, daily necessities, clothing and footwear, metal hardware and electrical products, wholesale of chemical products, import and export and relevant ancillary business (not involving commodities subject to state-owned trade management, applications in accordance with the relevant state regulations to be made in relation to commodities subject to quota and license management). Advertising business (as for advertising operation subject to the approval and registration as required by the laws and the administrative regulations, it shall be carried out only after separate approval and registration is obtained); business management program planning; technology development, technology consultation, technology services, technology transfer in the field of computer technology; permitted business: labour dispatch.

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LETTER FROM THE BOARD

Key financial data for the last two financial years of Onewo

Unit: RMB Million

	31 December	31 December
	2020	2019
	(Unaudited)	(Unaudited)
Revenue	18,203.82	14,293.03
Net profit attributable to owners of the
parent company	1,419.81	1,058.85

(III) Reasons and benefits of the spin-off and Overseas Listing of Onewo

The Board is of the view that the spin-off of Onewo is in the interests of the Company and the Shareholders as a whole for the following reasons:

• (1) The Group is optimistic about the future development scope and potential of the space-tech services industry, and if the Overseas Listing of Onewo is materialized, it will be conducive to the transformation and development of the Group with equal emphasis on development, operation and service;

• (2) The Overseas Listing of Onewo will provide Onewo with an independent financing platform and investor base. The Overseas Listing of Onewo will enable Onewo to undergo equity and/or debt financing directly from the capital market, which will provide Onewo with funds for its future development, and further facilitating its business development and enhancing its competitiveness.

EGM AND CLASS MEETING OF SHAREHOLDERS

The EGM and Class Meeting of Shareholders will be convened at Vanke Center, No. 33 Huanmei Road, Dameisha, Yantian District, Shenzhen, the PRC at 2:00 p.m. on Friday, 26 November 2021 to consider and if thought fit, to approve the resolutions set forth in the notices of EGM and Class Meeting of Shareholders.

The notices and proxy forms of the EGM and H Shareholders Class Meeting have been published on the website of the Hong Kong Stock Exchange (www.hkexnews.hk) and despatched to the Shareholders on Wednesday, 10 November 2021.

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LETTER FROM THE BOARD

For those who intend to direct a proxy to attend the EGM and/or H Shareholders Class Meeting, please complete the EGM proxy form and/or H Shareholders Class Meeting proxy form and return the same in accordance with the instructions printed thereon. To be valid, for holders of A Shares, the EGM 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 EGM proxy form and/or H Shareholders Class Meeting proxy form must be delivered to the Company’s H Shares Registrar at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 24 hours before the time appointed for the EGM and/or H Shareholders Class Meeting or any adjournment thereof (i.e. at 2:00 p.m. on 25 November 2021). Completion and return of the the EGM proxy form and/or H Shareholders Class Meeting proxy form will not preclude you from attending and voting in person at the EGM and/or Class Meeting(s) or any adjourned meeting should you so wish.

The H Shares register of members will be closed from Wednesday, 24 November 2021 to Friday, 26 November 2021 (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 and/or H Shareholders Class Meeting, the shares and the registration documents must be delivered to the Company’s H Share Registrar at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Tuesday, 23 November 2021. 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 Wednesday, 24 November 2021 are entitled to attend and vote in respect of the resolutions to be proposed at the EGM and/or H Shareholders Class Meeting.

VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at the EGM and Class Meeting(s) of Shareholders must be taken by poll except where the chairman of the EGM and Class Meeting(s) of Shareholders, 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.

RECOMMENDATION

The Directors (including the Independent Non-executive Directors) consider that the resolutions set forth in the notice of the EGM and Class Meeting(s) of Shareholders 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 notices.

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LETTER FROM THE BOARD

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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NOTICE OF THE 2021 FIRST EGM AND THE SECOND H SHAREHOLDERS CLASS MEETING OF 2021

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 2021 FIRST EXTRAORDINARY GENERAL MEETING AND THE SECOND H SHAREHOLDERS CLASS MEETING OF 2021

NOTICE IS HEREBY GIVEN that China Vanke Co., Ltd. (the “ Company ”) will convene the 2021 first extraordinary general meeting (the “ EGM ”) and the second H shareholders class meeting of 2021 of the Company (the “ H Shareholders Class Meeting* ”) at 2:00 p.m. on Friday, 26 November 2021 at Vanke Center, No. 33 Huanmei Road, Dameisha, Yantian District, Shenzhen, the PRC.

In order to further improve the prevention and control of the current epidemic, the Company recommends shareholders of the Company (the “Shareholders”) to attend the meeting by first appointing the Chairman of the meeting to vote . Save for carrying the relevant credentials and meeting materials, Shareholders and proxies who intend to attend the meeting on site shall pay attention in advance, and comply with the regulations and requirements in relation to the prevention and control of the epidemic in Guangdong province and Shenzhen city of the PRC. The Company will take measures for prevention and control of the epidemic, such as registration for the meeting, monitoring body temperature and checking health code and itinerary code, for Shareholders or proxies attending the meeting on site.

Shareholders or proxies who exhibit symptoms such as fever and cough, do not wear masks as required, or fail to comply with the regulations and requirements in relation to the prevention and control of the epidemic will not be able to enter the site of the meeting.

I. MATTERS TO BE CONSIDERED AND APPROVED AT THE EGM

The following resolutions will be considered and, if thought fit, approved by the Shareholders at the EGM:

ORDINARY RESOLUTIONS

1. to consider and approve the authorization to the Company for issuance of direct debt financing instruments;

2. to consider and approve the resolution in relation to by-elect of Mr. Lei Jiangsong as a non-executive director of the Company;

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NOTICE OF THE 2021 FIRST EGM AND THE SECOND H SHAREHOLDERS CLASS MEETING OF 2021

1. to consider and approve the resolution in relation to the compliance of the overseas listing of Onewo Space-tech Service Co., Ltd. with the Circular on Issues in relation to Regulating Overseas Listing of Subsidiaries of Domestic Listed Companies;

2. to consider and approve the resolution in relation to the initial public offering and overseas listing proposal of Onewo Space-tech Service Co., Ltd.;

3. to consider and approve the resolution in relation to the undertaking of maintaining independent listing status of the Company after the listing of Onewo Space-tech Service Co., Ltd;

4. to consider and approve the resolution in relation to the explanations on the sustainable profitability and prospects of the Company after the listing of Onewo Space-tech Service Co., Ltd;

5. to consider and approve the resolution in relation to the “Full Circulation” application for the shares of Onewo Space-tech Service Co., Ltd. held by the Company;

6. to consider and approve the resolution in relation to the proposed authorization to the board and its authorized persons by the general meeting to handle matters, at their full discretion, in relation to the overseas listing of Onewo Space-tech Service Co., Ltd.;

SPECIAL RESOLUTION

1. to consider and approve the resolution in relation to the provision of assured entitlement only to the holders of H shares of the Company for the spin-off and overseas listing of Onewo Space-tech Service Co., Ltd..

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NOTICE OF THE 2021 FIRST EGM AND THE SECOND H SHAREHOLDERS CLASS MEETING OF 2021

II. MATTER TO BE CONSIDERED AND APPROVED AT THE H SHAREHOLDERS CLASS MEETING

The following resolution will be considered and, if thought fit, approved by the holders of H shares of the Company at the H Shareholders Class Meeting:

SPECIAL RESOLUTION

1. to consider and approve the resolution in relation to the provision of assured entitlement only to the holders of H shares of the company for the spin-off and overseas listing of Onewo Space-tech Service Co., Ltd..

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

Shenzhen, the PRC, 10 November 2021

• For identification purpose only

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NOTICE OF THE 2021 FIRST EGM AND THE SECOND H SHAREHOLDERS CLASS MEETING OF 2021

Notes:

1. The H Shares register of members will be closed from Wednesday, 24 November 2021 to Friday, 26 November 2021 (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 and/or H Shareholders Class Meeting, the shares and the registration documents must be delivered to the Company’s H share registrar at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Tuesday, 23 November 2021. 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 Wednesday, 24 November 2021 are entitled to attend and vote in respect of the resolutions to be proposed at the EGM and/or H Shareholders Class Meeting.

2. Each Shareholder entitled to attend and vote at the EGM and/or H Shareholders Class Meeting may appoint one or more proxies to attend and vote on his/her/its behalf at the EGM and/or H Shareholders Class Meeting. 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 of directors 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 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 and/or H Shareholders Class Meeting or any adjournment thereof.

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

6. The address of the office of the board of directors is as follows:

CHINA VANKE CO., LTD. Vanke Centre, No. 33 Huanmei Road, Dameisha, Yantian District, Shenzhen, the PRC Postal code: 518083

Contact persons: Ms. Li Yuanyuan and Mr. Xu Zhitao 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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