China Vanke Co., Ltd. — Proxy Solicitation & Information Statement 2023

Feb 21, 2023

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)

REVISED PROXY FORM FOR THE FIRST EXTRAORDINARY GENERAL MEETING OF 2023 TO BE HELD ON WEDNESDAY, 8 MARCH 2023

Number of shares to which this Revised Proxy Form relates[1] Type of shares (A shares or H shares) to which this Revised Proxy Form relates[1]

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I/We[2] of (address as shown in the register of members) being shareholder(s) of CHINA VANKE CO., LTD. (the “ Company ”) hereby appoint the chairman of the Meeting or[3] of as my/our proxy to attend, act and vote for me/us and on my/our behalf at the first extraordinary general meeting of 2023 of the Company (the “ EGM ” or the “ Meeting ”) to be held at Vanke Center, 33 Huanmei Road, Dameisha, Yantian District, Shenzhen, the PRC starting from 3:00 p.m. on Wednesday, 8 March 2023 and at any adjournment thereof as hereunder indicated in respect of the resolutions set out in the notice of the EGM, dated 13 February 2023 sent together with the original proxy form (the “ Original Proxy Form ”) and the updated notice of the EGM dated 21 February 2023 sent together with this revised proxy form (the “ Revised Proxy Form* ”) and, if no such indication is given, as my/our proxy thinks fit.

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2	The resolution regarding the Company’s proposal for the Non-public Issuance of A Shares of the Company.
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9	The resolution regarding the Report on the Demonstration and Analysis of the Proposal to Issue A Shares to Specific Subscribers by the Company and the Authorization to the Board and/or its Authorized Persons in respect thereof.
Date	: 2023 Signature(s)6

Notes:

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

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

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

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

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

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

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

8. Any shareholder who intends to appoint a proxy to attend the EGM and has not lodged the Revised Proxy Form is required to complete and lodge the Revised Proxy Form in accordance with the instructions stated thereon and lodging the Original Proxy Form is not required. If a shareholder has already returned the Original Proxy Form in accordance with the instructions printed thereon, he/she should note that:

9. (1) If no Revised Proxy Form is returned by the shareholder in accordance with the instructions stated thereon, the Original Proxy Form will be treated as a valid Proxy Form lodged by the shareholder. (Each of) the proxy(ies) appointed under the Original Proxy Form will also be entitled to vote in accordance with the instructions previously given by the shareholder or at his/her discretion (if no such instructions are given) on any resolution properly put to the EGM (including the new resolution set out in the updated notice of EGM).

10. (2) If the Revised Proxy Form is lodged 24 hours before the time appointed for the EGM in accordance with the instructions stated thereon, the Revised Proxy Form, if it is duly completed, will revoke and supersede the Original Proxy Form previously lodged by the shareholder. The Revised Proxy Form will be treated as a valid form of proxy if duly completed.

11. (3) If the Revised Proxy Form is lodged within 24 hours before the time appointed for the EGM, or it is lodged 24 hours before the time appointed for the EGM but not duly completed, it will be deemed invalid. It will not revoke and supersede the Original Proxy Form previously lodged by the shareholder. The Original Proxy Form will be treated as a valid proxy form lodged by the shareholder if duly completed. (Each of) the proxy(ies) appointed under the Original Proxy Form will also be entitled to vote in accordance with the instructions previously given by the shareholder or at his/her discretion (if no such instructions are given) on any resolution properly put to the EGM (including the resolution no. 2).

12. For identification purpose only