THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or otherwise transferred all your shares in CHINA VANKE CO., LTD.*, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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.

vanke
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) CONTINUING CONNECTED TRANSACTION – LOAN FRAMEWORK AGREEMENT
AND
(2) NOTICE OF THE 2025 FIRST EXTRAORDINARY GENERAL MEETING

Independent Financial Adviser
to the Independent Board Committee and the Independent Shareholders

金融有限公司
OCTAL Capital Limited

IMPORTANT NOTICE: 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.

Capitalised terms used in this cover page have the same meanings as those defined in this circular.

A letter from the Board is set out on pages 5 to 25 of this circular. A letter from the Independent Board Committee to the Independent Shareholders is set out on pages 26 of this circular. A letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 27 to 51 of this circular. The Company will convene the EGM at Vanke Center, 33 Huanmei Road, Dameisha, Yantian District, Shenzhen, the PRC at 3:30 p.m. on Thursday, 20 November 2025. The notice of EGM is set out on pages EGM-1 to EGM-2 of this circular. A form of proxy for use at the EGM is enclosed with this circular.

For those who intend to direct a proxy to attend the EGM, please complete the EGM 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 Building, No. 63 Meilin Road, Futian 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 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 or any adjournment thereof. Completion and return of the EGM 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 purposes only

4 November 2025

CONTENT

Page

DEFINITIONS 1
LETTER FROM THE BOARD 5
LETTER FROM THE INDEPENDENT BOARD COMMITTEE 26
LETTER FROM THE INDEPENDENT FINANCIAL ADVISER 27
APPENDIX I – GENERAL INFORMATION I-1
NOTICE OF THE 2025 FIRST EXTRAORDINARY GENERAL MEETING . . . EGM-1

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)”
domestic ordinary shares 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

“A Shareholder(s)”
holder(s) of the A Share(s)

“Annual Cap(s)”
the proposed annual cap(s) pursuant to the Loan Framework Agreement, as set out in the section headed “Proposed Annual Caps and Basis of Determination” in this circular

“Asset Collateral”
the collateral or pledge of assets to be provided by the Company in favor of Shenzhen Metro Group, serving as security for the separate loan(s) to be made under the Loan Framework Agreement

“Available Period”
has the meaning ascribed thereto under this circular

“Board”
the board of Directors

“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)

“connected person(s)”
has the meaning ascribed thereto under the Listing Rules

“connected transaction(s)”
has the meaning ascribed thereto under the Listing Rules

“Definitive Agreement(s)”
definitive loan agreements or security documents (as the case may be) entered into or to be entered into between the Company and Shenzhen Metro Group pursuant to the Loan Framework Agreement in respect of the Loan and/or the Asset Collateral, which also include the Designated Agreements

“Designated Agreement(s)”
has the meaning ascribed thereto under this circular

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

DEFINITIONS

"EGM"
the extraordinary general meeting of the Company to be held on Thursday, 20 November 2025 at Vanke Center, 33 Huanmei Road, Dameisha, Yantian District, Shenzhen, the PRC

"Effective Date"
the date on which all the condition precedents under the Loan Framework Agreement are satisfied

"Executive Director(s)"
the executive director(s) of the Company

"General Meeting"
the general meetings convened by the Company from time to time

"Group"
the Company and its subsidiaries

"H Share(s)"
the overseas listed foreign share(s) of the Company, with nominal value of RMB1.00 each, which are listed on the Stock Exchange (stock code: 2202) and traded in Hong Kong dollars

"H Shareholder(s)"
holder(s) of the H Share(s)

"H Share Registrar"
Computershare Hong Kong Investor Services Limited

"Hong Kong"
Hong Kong Special Administrative Region of the PRC

"Hong Kong Stock Exchange" or "Stock Exchange"
The Stock Exchange of Hong Kong Limited

"Independent Non-executive Director(s)"
the independent non-executive director(s) of the Company

"Independent Financial Adviser"
Octal Capital Limited, a corporation licensed to carry out Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO, which has been appointed as the independent financial adviser to make the relevant recommendation to the Independent Board Committee and the Independent Shareholders in relation to the Loan Framework Agreement and the transactions contemplated thereunder (including the proposed Annual Cap and the provision of the Asset Collateral)

"Independent Shareholder(s)"
the Shareholders other than Shenzhen Metro Group and its associates

DEFINITIONS

“Independent Third Party(ies)” an individual or a company which, to the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, is not a connected person of the Company within the meaning of the Listing Rules and is/are third party(ies) independent of the Company and its connected person

“Latest Practicable Date” 31 October 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

“Loan” the loan in the aggregate principal amount of up to RMB22,000,000,000 to be provided by Shenzhen Metro Group to the Company, in accordance with and subject to the terms and conditions of the Loan Framework Agreement

“Loan Framework Agreement” the framework agreement on shareholder loan and asset collateral dated 2 November 2025 entered into between the Company and Shenzhen Metro Group in respect of the Loan, with a proposed term of three years from the Effective Date, subject to extension as agreed between the parties

“loan-to-value ratio” the security level for the collateral or pledge of assets under the relevant Asset Collateral, the calculation formula for which is set out in the “Letter from the Board” section of this circular

“LPR” the loan prime rate as published by the National Interbank Funding Center (authorized by the People’s Bank of China) as at the applicable business day prior to the relevant drawdown date of the Loan

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

“PRC” or “China” the People’s Republic of China

“RMB” Reminbi, the lawful currency of the PRC

“SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

“Share(s)” A Share(s) and H Share(s)

– 3 –

DEFINITIONS

"Shareholder(s)"
shareholder(s) of the Company

"Shenzhen Metro Group"
Shenzhen Metro Group Co., Ltd. (深圳市地鐵集團有限公司), a state-owned proprietary enterprise established in the PRC on 31 July 1998, which primarily engages in metro constructions, rail operations, property development, commercial operations, property management, engineering investigations and design, etc. and is an existing substantial Shareholder of the Group and a connected person of the Company

"substantial Shareholder(s)"
has the meaning ascribed to it under the Listing Rules

"%
per cent

LETTER FROM THE BOARD

vanke

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

Ms. WANG Yun

Non-executive Directors

Mr. HUANG Liping

Mr. HU Guobin

Mr. LEI Jiangsong

Independent non-executive Directors

Mr. LIU Tsz Bun Bennett

Mr. LIM Ming Yan

Dr. SHUM Heung Yeung Harry

Mr. ZHANG Yichen

Registered office and address of head office

Vanke Center

No. 33 Huanmei Road

Dameisha, Yantian District

Shenzhen, the PRC

Principal place of business in Hong Kong

55/F, Bank of China Tower

1 Garden Road

Hong Kong

4 November 2025

To the Shareholders

Dear Sir / Madam,

(1) CONTINUING CONNECTED TRANSACTION - LOAN FRAMEWORK AGREEMENT

AND

(2) NOTICE OF THE 2025 FIRST EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with, among other things, (i) further details of the Loan Framework Agreement and the transactions contemplated thereunder; (ii) a letter from the Independent Board Committee with its recommendation to the Independent Shareholders on the Loan Framework Agreement and the transactions contemplated thereunder; (iii) a letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and the Independent Shareholders in respect of the Loan Framework Agreement and the transactions contemplated thereunder; (iv) the notice of convening the EGM; and (v) other information as required under the Listing Rules.

LETTER FROM THE BOARD

THE LOAN FRAMEWORK AGREEMENT

References are made to the announcement of the Company dated 2 November 2025 in relation to the entering into the Loan Framework Agreement and the transactions contemplated thereunder, subject to approval by the Independent Shareholders at the EGM.

On 2 November 2025, the Company entered into the Loan Framework Agreement with Shenzhen Metro Group, the substantial Shareholder of the Company, pursuant to which Shenzhen Metro Group agreed to provide the Loan to the Company in an aggregate principal amount of up to RMB22 billion.

The principal terms of the Loan Framework Agreement are set out below:

Date: 2 November 2025

Parties:
(a) the Company (as borrower); and
(b) Shenzhen Metro Group (as lender).

Loan: The maximum loan amount of RMB22,000,000,000 that the Company intends to draw, or has already drawn, during the period from 2025 to the date of the Company's annual general meeting for 2025, which is expected to be held no later than 30 June 2026 (the "Available Period"). It primarily covers: (i) unsecured credit loans already provided by Shenzhen Metro Group to the Company pursuant to the Designated Agreements (as defined below) prior to the Effective Date; and (ii) secured loans to be provided by Shenzhen Metro Group to the Company on or after the Effective Date in Definitive Agreements, in accordance with the terms and conditions of the Loan Framework Agreement.

Subject to the terms and conditions of the Loan Framework Agreement, the Company may draw down the Loan in multiple tranches during the Available Period. The Company and Shenzhen Metro Group shall separately enter into Definitive Agreements for the relevant drawdowns.

Any execution of the Definitive Agreement(s) for the Loan must be completed not later than the expiry of the Available Period, and the aggregate loan amount (including the principal amounts drawn and to be drawn) shall not exceed RMB22,000,000,000 under the Available Period.

Term: The term of the Loan Framework Agreement shall be three years from the Effective Date, subject to extension as agreed between the parties.

LETTER FROM THE BOARD

Unless otherwise agreed or extended, the term of each Definitive Agreement for the Loan made under the Loan Framework Agreement shall be no more than three years, as determined between the parties under the Definitive Agreement. The outstanding principal of the Loan, together with accrued interest (if any), shall be repaid in full on or before the date falling three years from the Effective Date, unless all such amounts remain valid pursuant to a renewal or extension of the Loan Framework Agreement and/or the relevant Definitive Agreement(s) (as the case may be). In the event of such renewal or extension, the Company shall re-comply with the reporting, announcement and/or Independent Shareholders' approval requirements under Chapter 14A of the Listing Rules as and when required.

As agreed between the parties, upon the Loan Framework Agreement becoming effective, some loan agreements (the "Designated Agreements") already entered into by the parties from the beginning of 2025, being pure credit loans not secured by any asset collateral, will constitute Definitive Agreements and the principal amount already drawn thereof shall form part of the Loan amount under the Loan Framework Agreement. Provided that the provisions under the Designated Agreements do not contravene the terms and conditions of the Loan Framework Agreement, applying the Loan Framework Agreement to such Designated Agreements serves a mean to achieve the provision of Asset Collateral under those Designated Agreements. Details of the Designated Agreements are set out in the sub-section headed "Designated Agreements" below in this circular.

As at the Latest Practicable Date, (i) the Designated Agreements have an aggregated maximum principal amount of approximately RMB20.373 billion, among of which, approximately RMB19.71 billion has been drawn down by the Company; (ii) the undrawn balance under the Designated Agreements, amounting to approximately RMB0.663 billion, is no longer available to the Company as the drawdown periods under the respective Designated Agreements have expired; and (iii) accordingly, the Company may draw down an additional new loan principal of approximately RMB2.29 billion under the Loan Framework Agreement, subject to potential adjustment as detailed in the next paragraph.

LETTER FROM THE BOARD

In addition to the pure unsecured shareholders loans listed in the sub-section headed "Designated Agreements" below in this circular, for other loans between the Company and Shenzhen Metro Group that have occurred since 2025 (as detailed in the sub-section headed "BASIS FOR DETERMINING THE INTEREST RATE OF THE LOAN AND THE LOAN-TO-VALUE RATIO OF THE ASSET COLLATERAL, AND REASONS FOR AND BENEFITS OF THE LOAN FRAMEWORK AGREEMENT AND TRANSACTIONS CONTEMPLATED THEREUNDER – Historical borrowing and collateral arrangements" below, which have complied with the reporting, announcement and/or Independent Shareholders' approval requirements under Chapter 14A of the Listing Rules as applicable), if the initially agreed-upon collateral requires replacement due to the inability to implement the collateral arrangement, the corresponding borrowing amounts shall also be included as part of the Loan and hence utilise the Loan.

Interest of the Loan:

Subject to compliance with applicable laws and regulations, the interest rate of the Loan for each drawdown shall be the higher of: (i) 2.34%; or (ii) prevailing one-year LPR minus 66 basis points (i.e., LPR-0.66%), calculated on an annualized basis using the simple interest method. The interest would accrue on a daily basis from the actual drawdown date and settled mostly on a quarterly basis (except for one Designated Agreement as disclosed below in the sub-section headed "Designated Agreements"). When the relevant Loan is due under the Definitive Agreement, the remaining accrued interest shall be settled together with the principal. These interests are intended to be funded by the Group's internal resources. The interest rate and payment terms of each Loan shall be specified in the corresponding Definitive Agreement.

The interest rate is determined on normal commercial terms or better, after arm's length negotiations and with reference to the considerations set out in the paragraphs headed "BASIS FOR DETERMINING THE INTEREST RATE OF THE LOAN AND THE LOAN-TO-VALUE RATIO OF THE ASSET COLLATERAL, AND REASONS FOR AND BENEFITS OF LOAN FRAMEWORK AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREUNDER" of this circular. The Company will ensure that, before entering into Definitive Agreement for the Loan, each interest rate will be fair, reasonable and no less favourable than the normal commercial terms provided by Independent Third Parties.

LETTER FROM THE BOARD

Use of the Loan:

The proceeds from the Loan shall be used to repay and settle the principal and interests accrued under various debts issued by the Company in the open market and the designated loan interests accrued as agreed by Shenzhen Metro Group. The Company shall not use the Loan for any other purposes without Shenzhen Metro Group’s written consent. For details, please refer to the section headed “BASIS FOR DETERMINING THE INTEREST RATE OF THE LOAN AND THE LOAN-TO-VALUE RATIO OF THE ASSET COLLATERAL, AND REASONS FOR AND BENEFITS OF LOAN FRAMEWORK AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREUNDER” of this circular.

Conditions precedent:

The Loan Framework Agreement shall become effective upon fulfilment of the following conditions:

(1) the seals of both parties having been affixed; and
(2) all necessary authorisations or approval of the Loan Framework Agreement and the Annual Cap thereunder (including the Independent Shareholders’ approval by the Company at the general meeting) having been obtained in accordance with their articles of association of both parties and the applicable laws, regulations and the listing rules (including the Listing Rules).

The aforementioned conditions precedent are not waivable by the parties. As at the Latest Practicable Date, condition precedent (1) above has been satisfied.

Credit enhancement measures:

The Company shall provide the Asset Collateral in favour of Shenzhen Metro Group, serving as security for the each of loan(s) (which constitute the Loan) under the Loan Framework Agreement. The parties shall separately enter into Definitive Agreements for the relevant Asset Collateral, which set out provisions including, among other matters, the respective rights and obligations of the parties, the applicable loan-to-value ratio, the procedures for execution and release of the Asset Collateral and the liabilities arising from any breach of the agreement.

LETTER FROM THE BOARD

The Asset Collateral shall include legal operating properties, fixed assets, inventories, construction in progress, stocks and/or equity interests held by the Group in unlisted companies. If the Asset Collateral has defects or is subject to commercial disputes or other rights restrictions, the Company shall use the best endeavours to eliminate such defects, ensure that the relevant assets are eligible for collateral, or remove any impediment to Shenzhen Metro's Group exercise of its security rights, failing which Shenzhen Metro Group reserves the right to require the Company to provide new collateral or to repay part of the Loan in advance within a specified period.

Security level. The initial security level of provision of the Asset Collateral is determined based on a loan-to-value ratio of 60% to 70% in the case of operating properties, fixed assets, inventories, construction in progress and stocks (as the case may be), and 50% to 60% in the case of equity interests held by the Group in unlisted companies, calculated using the following formula:

$$
\text{Loan-to-value ratio} = A / B
$$

Where:

A = the total sum of principal accrued of the Loan under the relevant Definitive Agreement

B = the value of the Asset Collateral under the relevant Definitive Agreement, as determined by the valuation results from the appraisal agencies to be appointed by both parties

The Company will ensure that, before entering into Definitive Agreement for the Asset Collateral, each security level of the Asset Collateral will be fair, reasonable and no less favourable than the normal commercial terms acceptable to Independent Third Parties. The value of the relevant Asset Collateral shall be appraised and determined by an independent valuer with the requisite qualifications recognized by both parties. The choice of valuation method shall be determined by the independent valuer based on a comprehensive assessment of the appraisal target, type of value, completeness of available information and prevailing market conditions, with an appropriate methodology adopted after evaluating its applicability.

10 -

LETTER FROM THE BOARD

If the value of the Asset Collateral decreases such that the loan-to-value ratio exceeds the above threshold, the Company shall, within the period specified by Shenzhen Metro Group, provide new qualified Asset Collateral or repay part of the Loan; the specific arrangements will be set out in the security agreement to be signed by the parties. Also, if the Asset Collateral becomes subject to title dispute, seizure or distraint, the Company shall promptly notify Shenzhen Metro Group and provide other security acceptable to it.

Early release. If the Company makes an early repayment of the Loan in advance of the repayment schedule, the parties may release the Asset Collateral of corresponding value, to ensure that the applicable loan-to-value ratio remains no less than the specified initial security level stipulated above. Shenzhen Metro Group should actively cooperate with the relevant release procedures (if applicable).

Enforcement of security. Each Asset Collateral would become enforceable and disposable (in whole or in part) by Shenzhen Metro Group in accordance with applicable laws and regulations should the Company failed to fully and timely fulfil its repayment obligations in respect of the relevant Definitive Agreement for the Loan. The enforcement measures available for Shenzhen Metro Group may include, to the extent applicable: (i) selling the collateral to repay the debt under the Loan; (ii) exercising the collateral right by applying to the court for enforcement, thereby disposing of the collateral by discounting or auctioning it to repay the debt under the Loan; (iii) auctioning the collateral or obtaining proceeds in other forms for priority repayment in accordance with law; (iv) receiving priority repayment from dividends by virtue of the collateral; and/or (v) initiating legal proceedings in the People's Court or taking other necessary measures as prescribed by law. The relevant enforcement measures shall be governed by the separate Definitive Agreement for the Asset Collateral.

In the event that Shenzhen Metro Group enforces its security rights under the Definitive Agreements, it may result in a partial or complete transfer or disposal of the Asset Collateral. Consequently, the Group's assets (such as investment properties and inventory) and the associated business operations may shrink in scale. However, as the maximum amount of Asset Collateral is estimated to account for only approximately $2.63\%$ to $3.68\%$ of the Group's total assets based on its unaudited consolidated financial statements as at 30 June 2025, the anticipated impact on the operational and financial aspects of the Company would be considered to be limited in such regard.

11 -

LETTER FROM THE BOARD

In any event, to reduce the enforcement risk as illustrated above, the Company will make every effort to ensure the timely and full repayment of the principal and interests accrued under the Loan through its regular operations or various financing channels, and remain diligent in managing its business operations to provide for operating cashflows and support the timely repayment. In addition, the Company may separately agree with Shenzhen Metro Group in the Definitive Agreements that it may apply for an extension of the relevant separate Loan with Shenzhen Metro Group, subject to the latter's review and approval. In the event of an extension, the Company shall re-comply with the reporting, announcement and/or Independent Shareholders' approval requirements under Chapter 14A of the Listing Rules as and when required. Accordingly, the risk associated with the enforcement of the Asset Collateral by Shenzhen Metro Group is considered to be controllable. Based on the above and the considerations set out in the section headed "BASIS FOR DETERMINING THE INTEREST RATE OF THE LOAN AND THE LOAN-TO-VALUE RATIO OF THE ASSET COLLATERAL, AND REASONS FOR AND BENEFITS OF LOAN FRAMEWORK AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREUNDER", the Directors considered that the Asset Collateral is fair and reasonable and in the interest of the Company and the Shareholders as a whole.

If the Company fails to provide the necessary Asset Collateral for the loans actually drawn under the Loan, Shenzhen Metro Group has the right to demand immediate repayment of the principal and interest of such loans that have not been secured with the Asset Collateral.

12 -

LETTER FROM THE BOARD

Designated Agreements

The table below sets forth the details of each of the proposed Designated Agreements as at the Latest Practicable Date:

No.	Transaction date	Maximum borrowing amount (RMB billion)	Drawdown amount (RMB billion)	Term (subject to potential extension)	Borrowing rate	Settlement Term of Interest
1	29 April 2025	3.3	3.129	36 months	LPR less 76 basis points	Accrued on a daily basis from the date of actual drawdown, and shall be settled on a quarterly basis
2	6 June 2025	3	3	No more than 36 months	LPR less 66 basis points	Accrued on a daily basis from the date of actual drawdown, and shall be settled with the principal at the expiry date of the term
3	3 July 2025	6.249	6.249	No more than 3 years	LPR less 66 basis points	Accrued on a daily basis from the date of actual drawdown, and shall be settled on a quarterly basis
4	3 July 2025 (originally signed on 20 March 2025 and subsequently extended)	0.89	0.89	Extended to no later than 31 December 2025	LPR less 76 basis points	Accrued on a daily basis from the date of actual drawdown, and shall be settled on a quarterly basis
5	5 August 2025	1.681	1.189	No more than 3 years	LPR less 66 basis points	Accrued on a daily basis from the date of actual drawdown, and shall be settled on a quarterly basis
6	16 September 2025	2.064	2.064	No more than 3 years	LPR less 66 basis points	Accrued on a daily basis from the date of actual drawdown, and shall be settled on a quarterly basis

LETTER FROM THE BOARD

No.	Transaction date	Maximum borrowing amount (RMB billion)	Drawdown amount (RMB billion)	Term (subject to potential extension)	Borrowing rate	Settlement Term of Interest
7	27 September 2025	0.989	0.989	1 year	LPR less 66 basis points	Accrued on a daily basis from the date of actual drawdown, and shall be settled on a quarterly basis
8	29 October 2025	2.200	2.200	No more than 3 years	LPR less 66 basis points	Accrued on a daily basis from the date of actual drawdown, and shall be settled on a quarterly basis
Total		20.373	19.71

PROPOSED ANNUAL CAPS AND BASIS FOR DETERMINATION

The proposed Annual Caps in respect of the Loan Framework Agreement are set out below:

Annual Cap for:	For the period from the Effective Date to 31 December 2025	For the year ending 31 December 2026	For the year ending 31 December 2027	For the period from 1 January 2028 to the expiration date of the Loan Framework Agreement
Maximum principal amount	RMB22 billion	RMB22 billion	RMB22 billion	RMB22 billion
Estimated maximum accrued interest	RMB214.29 million	RMB566.28 million	RMB566.28 million	RMB343.82 million

For clarity, pursuant to the Loan Framework Agreement, the Loan is a one-time line of credit, and any repaid principal amount of the Loan under the relevant Definitive Agreements shall not refresh the total amount available for drawdown within the term of the Loan Framework Agreement.

The proposed Annual Caps were determined with reference to: (i) the total principal amount of the Loan available for drawdown under the Loan Framework Agreement at RMB22,000,000,000; (ii) the estimated maximum interest accrued in aggregate during the term of the Loan Framework Agreement, which is calculated based on the prevailing one-year LPR minus 66 basis points as at the Latest Practicable Date (i.e., 2.34%), multiplying it by the maximum principal amount and adding a buffer of 10% (interest already accrued not applicable) with reference to the one-year LPR trend in recent years, to contemplate for potential rise of one-year LPR during the term; (iii) the unsecured previous shareholder's loans provided by Shenzhen Metro Group to the Company in 2025 and up to

LETTER FROM THE BOARD

the Latest Practicable Date, with an aggregated principal amount drawn of approximately RMB19.71 billion; and (iv) the potential financial needs of the Group as well as reasons for and benefits of entering into the Loan Framework Agreement detailed in the section headed "BASIS FOR DETERMINING THE INTEREST RATE OF THE LOAN AND THE LOAN-TO-VALUE RATIO OF THE ASSET COLLATERAL, AND REASONS FOR AND BENEFITS OF THE LOAN FRAMEWORK AGREEMENT AND TRANSACTIONS CONTEMPLATED THEREUNDER" below.

BASIS FOR DETERMINING THE INTEREST RATE OF THE LOAN AND THE LOAN-TO-VALUE RATIO OF THE ASSET COLLATERAL, AND REASONS FOR AND BENEFITS OF THE LOAN FRAMEWORK AGREEMENT AND TRANSACTIONS CONTEMPLATED THEREUNDER

The proceeds from the Loan would be used to repay and settle the principal and interests accrued under various debts issued by the Company in the open market and the designated loan interests accrued as agreed by Shenzhen Metro Group. As of the Latest Practicable Date, the Loan has been or is expected to be used in whole or in part for the principal and/or interest of bonds issued in the public market as listed in the tables below:

Name of bonds	Abbreviation of bonds	Date of payment of principal and/or interest	Principal and/or interest repaid by the Loan (RMB billion)	Outstanding amount of principal and/or interest not yet due as of the Latest Practicable Date (RMB billion)
Vanke Real Estate (Hong Kong) Co. Ltd., 3.15% 12may2025, USD (014) (XS2078641888)	VNKRLE 3.15 05/12/25	12/5/2025	3.129	0
China Vanke Co., Ltd. 2022 corporate bonds to qualified investors in public (second tranche) (variety I)	22 Vanke 03	6/6/2025	0.383	0
China Vanke Co., Ltd. medium-term notes in 2023 (third tranche)	23 Vanke MTN003	15/6/2025	0.061	2.061
China Vanke Co., Ltd. 2020 corporate bonds to qualified investors in public (third tranche) (variety II)	20 Vanke 06	19/6/2025	1.247	0
China Vanke Co., Ltd. medium-term notes in 2023 (fourth tranche)	23 Vanke MTN004	7/7/2025	0.061	2.061

LETTER FROM THE BOARD

Name of bonds	Abbreviation of bonds	Date of payment of principal and/or interest	Principal and/or interest repaid by the Loan (RMB billion)	Outstanding amount of principal and/or interest not yet due as of the Latest Practicable Date (RMB billion)
China Vanke Co., Ltd. 2022 corporate bonds to professional investors in public (third tranche) (variety I)	22 Vanke 05	8/7/2025	2.993	0
China Vanke Co., Ltd. 2022 corporate bonds to professional investors in public (third tranche) (variety II)	22 Vanke 06	8/7/2025	0.019	0.537
China Vanke Co., Ltd. Green medium-term notes in 2022 (first tranche)	22 Vanke GN001	21/7/2025	3.090	0
China Vanke Co., Ltd. 2023 corporate bonds to professional investors in public (first tranche) (variety I)	23 Vanke 01	24/7/2025	0.062	2.062
China Vanke Co., Ltd. 2021 corporate bonds specialized in rental housing to professional investors in public (third tranche) (variety II)	21 Vanke 06	26/7/2025	0.024	0.724
China Vanke Co., Ltd. Green medium-term notes in 2022 (second tranche)	22 Vanke GN002	12/08/2025	1.189	0
China Vanke Co., Ltd. Green medium-term notes in 2022 (third tranche)	22 Vanke GN003	21/9/2025	2.064	0
China Vanke Co., Ltd. 2022 corporate bonds to professional investors in public (fourth tranche) (variety I)	22 Vanke 07	31/10/2025	2.200	0
Total			16,522	7.445

All abovementioned repaid principals and/or interests have been settled by Loan.

LETTER FROM THE BOARD

Name of bonds	Abbreviation of bonds	Date of payment of principal and/or interest	Principal and/or interest to be repaid (RMB billion)
China Vanke Co., Ltd. 2020 corporate bonds to qualified investors in public (fourth tranche) (variety II)	20 Vanke 08	13/11/2025	1.666
China Vanke Co., Ltd. medium-term notes in 2022 (fourth tranche)	22 Vanke MTN004	15/12/2025	2.060
China Vanke Co., Ltd. medium-term notes in 2022 (fifth tranche)	22 Vanke MTN005	28/12/2025	3.811
China Vanke Co., Ltd. 2021 corporate bonds specialized in rental housing to qualified investors in public (first tranche) (variety II)	21 Vanke 02	22/1/2026	1.144
Total			8.681

The Company shall arrange for the utilisation of the Loan to partially settle the principals and/or interests accrued under aforesaid bonds to be repaid based on actual funding needs at the time of repayments. Even though the size of the Loan does not cover the entire payables to the aforesaid bonds, the Board is of the view that, in light of Shenzhen Metro Group's contractual right to seek asset collateral in the existing Definitive Agreements and the potentially higher cost of capital incurred in securing new external financing from banks and/or financial institutions as detailed below, the proposed Loan and the associated Annual Cap is fair and reasonable. Regarding outstanding principals and interests accrued under the aforesaid bonds and the other bonds, the Company intends to settle them with the Group's operating cashflow and/or other external financing sources.

The Company has considered alternative financing such as financing originated from banks; however, taking into account the comprehensive cost of new domestic financing of 3.39% of the Group in the first half of 2025 (as disclosed in the 2025 interim report of the Company, which is a weighted average cost calculated using the scale of each relevant financing transaction during this period as the weighting factor, serving as a benchmark for market standard as the vast majority of the Group's new domestic financing and re-financing in the first half of 2025 originated from banks (excluding loans from Shenzhen Metro Group), with the financing cost primarily determined based on the LPR at the time of drawdown plus additional fixed margins that varied among different financing transactions), the Company considered that obtaining the Loan by entering into the Loan Framework Agreement would be prioritised for being the most effective way to raise funds for the Group. In addition, as disclosed in the section headed "THE LOAN FRAMEWORK AGREEMENT" above, the Company has been offered unsecured loans by Shenzhen Metro Group under the existing Designated Agreements. To ensure that the Loan are adequately secured with asset and reduce its financial risk, Shenzhen Metro Group has requested the provision of Asset Collateral in respect of the Designated Agreements and the Definitive Agreements after the Company obtains the requisite approval from Independent Shareholders

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LETTER FROM THE BOARD

for the Loan Framework Agreement and the transactions contemplated thereunder (including the provision of Asset Collateral). Furthermore, the interest rate of the Loan and the initial loan-to-value ratio of the Asset Collateral were determined through amicable negotiations between the parties at a level acceptable and mutually beneficial to both the Company and Shenzhen Metro Group, taking into account the prevailing market rates and standards as detailed below.

Historical borrowing and collateral arrangements

The table below sets forth the details of the similar historical borrowing and collateral arrangements between the Company and Shenzhen Metro Group:

No.	Transaction date	Maximum borrowing amount (RMB billion)	Term	Borrowing rate	Remark
1	10 February 2025	2.8	3 years from the date of the first drawdown	One-year LPR less 76 basis point	The Group has provided asset collateral by pledging 211,530,417 shares of Onewo Inc. at a value of RMB4 billion, with a loan-to-value ratio of 70%
2	14 May 2025 (loan agreement)
7 July 2025 (asset collateral)	1.552	No later than 15 May 2028	LPR less 76 basis points	The Group has provided asset collateral by pledging 116,887,490 shares of Onewo Inc. at a value of RMB2,215,714,286, with a loan-to-value ratio of 70%
3	21 February 2025 (loan agreement)
21 May 2025 (supplemental loan agreement)	4.2	No later than 14 March 2028	LPR less 76 basis points	The Group has provided asset collateral by pledging 316,863,015 shares of Onewo Inc. at a value of RMB6 billion, with a loan-to-value ratio of 70%

LETTER FROM THE BOARD

No.	Transaction date	Maximum borrowing amount (RMB billion)	Term	Borrowing rate	Remark
4	30 July 2025	0.869	No later than 2 July 2028	LPR less 66 basis points	The Group has provided corresponding asset collateral at a total value of RMB1.2972 billion, including investment properties and fixed assets with a loan-to-value ratio of 70%, and equity interests in unlisted subsidiaries with a loan-to-value ratio of 50%
Total		9.421

For details, please refer to the Company's announcements dated 10 February, 14 May, 21 May, 3 July, 7 July and 30 July 2025.

Basis of determination

The Loan's interest rate and initial loan-to-value ratio of the Asset Collateral are similar to those of the similar historical borrowing and collateral arrangements between the Company and Shenzhen Metro Group as detailed in the table above, and taking into account (i) the interest rate of 2.34% or LPR minus 0.66% (i.e., 2.34% as at the Latest Practicable Date) at the time of drawdown (whichever is higher) under the Loan Framework Agreement, which is lower than LPR (a centrally published market benchmark by the National Interbank Funding Center from time to time, which is widely adopted by PRC commercial banks for pricing corporate loans); and (ii) the loan-to-value ratios of 60% to 70% for operating properties, fixed assets, inventories, construction in progress and stocks, and 50% to 60% for equity interests held by the Group in unlisted companies, which are higher than or equal to the prevailing market standards of no less than six licensed banks in the PRC (including major representatives of state-owned commercial banks, joint-stock commercial banks and city commercial banks which, albeit on a non-exhaustive basis, are considered highly representative as they cover the principal types of domestic commercial banks) that ranges from 30% to 60% and 30% to 50%, respectively, the Company considered that the terms of the Transactions, while adhering to market-oriented principles, are more favorable as compared to the market rates. This fully reflects Shenzhen Metro Group's support for the Company.

As such, the interest rate under the Loan Framework Agreement and the loan-to-value ratio of the Asset Collateral, while adhering to market-oriented principles, are at least comparable to, or even more favorable than, the terms and rates obtained from the market. This fully reflects Shenzhen Metro Group's support for the Company. Based on the above,

LETTER FROM THE BOARD

the Directors considered that the interest rate under the Loan Framework Agreement and the loan-to-value ratio of the Asset Collateral are fair and reasonable and in the interest of the Company and the Shareholders as a whole.

INTERNAL CONTROL MEASURES

In connection with the relevant drawdown of the Loan and in order to ensure the terms of the relevant Definitive Agreements are on normal commercial terms and fair and reasonable to the Company and Shareholders and are no less favourable to the Group than terms offered available to or from independent third parties, the Company has formulated the following internal control policies and adopted the following internal control measures:

(i) with regard to any amount drawdown, the Company expects that the corresponding value of the Asset Collateral shall maintain at level as the unpaid principal amount of the relevant Loan divided by the specified loan-to-value ratio under the Definitive Agreements. The designated responsible personnel of the finance and fund management department of the Company will monitor any repaid Loan principal, the level of loan-and-value ratio and the status and value of each Asset Collateral, in order to apply to or communicate with Shenzhen Metro Group to release or replace (as the case may be) the Asset Collateral thereto on a monthly basis;

(ii) designated responsible personnel of the finance and fund management department of the Company will closely monitor the outstanding Loan balances and interests to be repaid and report the latest status of the Loan granted to the finance department of the Company on a monthly basis to ensure that the proposed Annual Cap will not be exceeded. In the event the proposed Annual Cap is expected to be exceeded, the responsible staff would escalate the issue to the Board forthwith, and the Company would timely re-comply with the requirements under Chapter 14A of the Listing Rules;

(iii) designated responsible personnel of the finance and fund management department of the Company will, before the signing of each Definitive Agreement under the Loan Framework Agreement: (a) check the published LPR; and (b) compare the interest rate of the Loan with those published on the official websites or provided in quotations by at least two major commercial banks or financial institutions that are independent, licensed and reputable commercial lenders in the PRC. They serve as a benchmark of prevailing market standards for loans with similar terms, the comparison with which will help determine whether the interest rate charged under each Loan is in line with or better than the market rates and the Definitive Agreements are entered into on normal commercial terms. If the terms obtained through the above methods are more favorable to the Group than those provided in accordance with the Loan Framework Agreement, the finance and fund management department may not proceed with approving the proposed Definitive Agreement to be signed;

20 -

LETTER FROM THE BOARD

(iv) in selecting the appropriate Asset Collateral for each loan, the Company will designate responsible personnel of the finance and fund management department to determine the Asset Collateral through mutual agreement between the Company and Shenzhen Metro Group. While Shenzhen Metro Group may prioritise qualified assets with higher liquidity and security level as Asset Collateral, the Company shall undergo the below process in selecting such assets for Asset Collateral:

(a) the Company will comprehensively consider the current operating status of the relevant assets, their role in the Company's overall planning and annual objectives, the assets' book value, its contribution to the Group's finance and operation, the potential impact on the Group if such assets were enforced by Shenzhen Metro Group, and the pledge/mortgage conditions of such assets. The goal is to select a relatively suitable assets as Asset Collateral while minimizing any impact on the Company's normal operations as well as financing and liabilities status; and

(b) at the group level, a list of proposed assets for Asset Collateral will be generated by the Company. After communication and confirmation with the Group's regional companies or business units, the final proposed Asset Collateral with the assessment based on the above criteria will be passed to the Group's investment and financing committee for approval. Subsequently, a specific Definitive Agreement for the Asset Collateral will be signed with Shenzhen Metro Group and the relevant procedures will be completed;

(v) the Company will designate responsible personnel regarding the engagement of the independent valuer and the valuation of the Asset Collateral, with the detailed mechanism set out below:

(a) evaluation of the valuer will be jointly undertaken by Shenzhen Metro Group and the Group, with personnel from Shenzhen Metro Group's finance, cost, legal and audit departments, as well as that from the Group's finance and fund management department and the legal department;

(b) selection of the valuer will be conducted by an invitation tender process, whereby invitations would be sent to leading institutions based on their industry rankings and the evaluation process will involve merit-based selection, taking into account comprehensively the relevant experience, working team's composition, industry ranking, valuation work plan and fees, as well as quality assurance mechanism;

(d) in accordance with the requirements of "Asset Appraisal Law of the People's Republic of China (《中華人民共和國資產評估法》)" and the "Measures for Financial Supervision and Administration of the Asset Appraisal Industry (《資產評估行業財政監督管理辦法》)", the valuer, once selected, shall comply with the "Basic Standards for Asset Appraisal (《資產評估基本準則》)" issued

21 -

LETTER FROM THE BOARD

by the Ministry of Finance and a series of asset appraisal standards promulgated by the China Asset Appraisal Association. Based on factors such as the appraisal purpose, appraisal object, value type and data collection, one to two applicable methods are selected from the three standard valuation methods, namely the market approach, income approach and cost approach, as well as their derivative methods; and

(e) the appraisal date will be determined based on the applicable circumstances of the appraisal subject, and will be as close as possible to the date of signing the agreement for the relevant Asset Collateral, so as to accurately reflect their value, which shall not be earlier than one year prior to the date of signing such agreement;

(vi) after the selection and execution of the Asset Collateral, the Company and Shenzhen Metro Group shall regularly assess the value of the relevant assets, either through internal evaluations based on operational and book value conditions, or by engaging third parties for periodic valuation assessments. If the assets value has declined substantially (e.g., to the extent that the relevant loan-to-value ratio exceeds the initially specified level), the Company may be required to provide additional or replacement assets in accordance with Shenzhen Metro Group's requirements. The process for supplementing or replacing assets is consistent with the internal control procedures for selecting and valuing the Asset Collateral as mentioned in sub-paragraphs (iv) and (v) above;

(vii) the Company's external auditor will conduct an annual review of the transactions entered into under the Loan Framework Agreement to ensure that the transaction amount is within the proposed Annual Cap and the transactions is in accordance with the terms set out in the Loan Framework Agreement; and

(viii) the independent non-executive Directors will conduct an annual review of the status of the transactions contemplated under the Loan Framework Agreement to ensure that the Company has complied with its internal approval process and the relevant requirements under the Listing Rules.

In light of the above, the Directors consider that the internal control mechanism is effective to ensure that the transactions contemplated under the Loan Framework Agreement have been and will be conducted on normal commercial terms and not prejudicial to the interests of the Company and the Shareholders as a whole. The Board considers that the internal control procedures adopted in respect of the transactions contemplated under the Loan Framework Agreement are appropriate and that they will give sufficient assurance to the Shareholders that the Transactions under the Loan Framework Agreement will be appropriately monitored by the Company.

22 -

LETTER FROM THE BOARD

INFORMATION OF THE PARTIES

1. Information on the Group

The Company is a joint stock limited company incorporated in the PRC on 30 May 1984, and its H shares are listed on the Main Board of Hong Kong Stock Exchange and its A shares are listed on the Shenzhen Stock Exchange. The Company is principally engaged in property development and property investment in the PRC.

2. Information on Shenzhen Metro Group

Shenzhen Metro Group, incorporated on 31 July 1998, is a large-scale state-owned proprietary enterprise under the direct control of the Shenzhen State-owned Assets Supervision and Administration Commission. Shenzhen Metro Group is principally engaged in metro constructions, rail operations, property development, commercial operations, property management, engineering investigations and design, etc. Shenzhen Metro Group has undertaken the construction of the “Combination of Three Rails into One” (“三鐵合一”) project, combining national railways, intercity railways and urban rail transit, and the operation of the “four-in-one” (“四位一體”) core value chain consisting of railway construction, railway operation, station-city development and resource management, and is striving to build up an open, innovative and inclusive “Railway+” ecosystem.

IMPLICATIONS UNDER THE LISTING RULES

As at the Latest Practicable Date, Shenzhen Metro Group is a substantial Shareholder holding approximately 27.18% of the total issued share capital of the Company, and hence a connected person of the Company pursuant to Chapter 14A of the Listing Rules. Therefore, the Loan Framework Agreement and transactions contemplated thereunder (including the proposed Annual Cap and the provision of the Asset Collateral) constitute a continuing connected transaction of the Company.

As one of the applicable percentage ratios in respect of Loan Framework Agreement and transactions contemplated thereunder exceeds 5%, it constitutes a continuing connected transaction of the Company and, together with the Proposed Annual Cap, are subject to the reporting, announcement, annual review, circular (including independent financial advice) and Independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules.

The related Directors, namely Mr. HUANG Liping and Mr. LEI Jiangsong, have abstained from voting on the Board resolution in respect of this matter. Save for the aforesaid, none of the other Directors has any material interest in this matter, and no Director is required to abstain from voting on this resolution.

An Independent Board Committee has been established to advise the Independent Shareholders as to whether the terms of the transactions contemplated under the Loan Framework Agreement (including the proposed Annual Cap and the provision of the Asset Collateral) are fair and reasonable, on normal commercial terms, in the ordinary and usual course of business and whether they are in the interests of the Company and its Shareholders

23 -

LETTER FROM THE BOARD

as a whole. The Independent Financial Advisor has been appointed to advise the Independent Board Committee and the Independent Shareholders as to whether or not the terms of the Loan Framework Agreement (including the proposed Annual Cap and the provision of the Asset Collateral) are fair and reasonable, on normal commercial terms, in the ordinary and usual course of business so far as the Independent Shareholders are concerned and are in the interest of the Company and the Shareholders as a whole.

EGM

The EGM will be held at Vanke Center, 33 Huanmei Road, Dameisha, Yantian District, Shenzhen, the PRC on Thursday, 20 November 2025 at 3:30 p.m. for the purpose of considering, and if thought fit, approving the Agreements and the transactions contemplated thereunder. A notice of the EGM is set out on pages EGM-1 to EGM-2 of this circular.

Whether or not you are able to attend the EGM, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon as soon as practicable and in any event by not less than 24 hours before the time appointed for the holding of the EGM or any adjournment thereof (i) in case of H Shareholders, to Computershare Hong Kong Investor Services Limited, the H Share Registrar of the Company at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, (ii) in case of A Shareholders, to the Office of the Board of Directors of the Company at Vanke Building, No. 63 Meilin Road, Futian District, Shenzhen, PRC. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or at any adjournment thereof should you so wish.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders to be taken at the EGM shall be taken by poll. An announcement of the poll results will be made by the Company after the EGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

In accordance with the Listing Rules, any Shareholders who has a material interest in the Loan Framework Agreement and the transactions contemplated thereunder shall abstain from voting on the resolutions to approve the Loan Framework Agreement and the transactions contemplated thereunder at the EGM. As at the Latest Practicable Date, 3,242,810,791 A Shares were directly held by Shenzhen Metro Group, representing approximately $27.18\%$ of the total issued share capital of the Company. Accordingly, Shenzhen Metro Group will be required to abstain from voting on the relevant resolutions at the EGM.

Save as disclosed above, to the best of knowledge, information and belief of the Directors, having made all reasonable enquiries, no other Shareholder has a material interest in the transactions and will be required to abstain from voting on the relevant resolutions to approve the Loan Framework Agreement and the transactions contemplated thereunder at the EGM.

LETTER FROM THE BOARD

RECORD DATE

The H Shareholders whose names appear in the register of members of the Company on Monday, 17 November 2025 are entitled to attend and vote at the EGM. In order to qualify for the entitlement to attend and vote at the EGM, all transfer documents accompanied by relevant share certificates must be lodged with the H share registrar of the Company at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Monday, 17 November 2025.

RECOMMENDATION

The Directors (including the Independent Board Committee whose view is set out in the letter from the Independent Board Committee on page 26 of this circular) consider that the Loan Framework Agreement and the transactions contemplated thereunder (including the proposed Annual Cap and the provision of the Asset Collateral) are fair and reasonable, and in the interest of the Company and its Shareholders as a whole, and recommend the Independent Shareholders to approve the relevant resolutions to be proposed at the EGM.

ADDITIONAL INFORMATION

Your attention is also drawn to the additional information set out in the appendix to this circular.

Yours faithfully,
The Board of Directors
China Vanke Co., Ltd.*

For identification purposes only
25 -

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

vanke

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)

4 November 2025

To the Independent Shareholders

Dear Sir or Madam,

CONTINUING CONNECTED TRANSACTION - LOAN FRAMEWORK AGREEMENT

We refer to the circular of the Company dated 4 November 2025 in relation to Loan Framework Agreement and the transactions contemplated thereunder (the "Circular") of which this letter forms part. Terms defined in the Circular shall have the same meanings in this letter unless the context otherwise requires.

We have been appointed by the Board to advise the Independent Shareholders as to whether the Loan Framework Agreement and the transactions contemplated thereunder (including the proposed Annual Cap and the provision of the Asset Collateral) are entered into on normal commercial terms or better, are fair and reasonable, in the ordinary and usual course of business and in the interests of the Company and the Shareholders as a whole.

Having considered the terms of the Loan Framework Agreement and the advice of the Independent Financial Adviser, despite the entering into Loan Framework Agreement is not in the ordinary and usual course of business of the Group, we are of the opinion that the Loan Framework Agreement and the transactions contemplated thereunder (including the proposed Annual Cap and the provision of the Asset Collateral) are entered into on normal commercial terms, are fair and reasonable and in the interests of the Company and the Shareholders as a whole. We therefore recommend the Independent Shareholders to vote in favor of the relevant resolutions to be proposed at the EGM to approve the Loan Framework Agreement and the transactions contemplated thereunder (including the proposed Annual Cap and the provision of the Asset Collateral).

Yours faithfully,

For and on behalf of the Independent Board Committee

Mr. LIU

Tsz Bun Bennett

Independent

non-executive

Director

Mr. LIM

Ming Yan

Independent

non-executive

Director

Dr. SHUM

Heung Yeung Harry

Independent

non-executive

Director

Mr. ZHANG

Yichen

Independent

non-executive

Director

For identification purposes only

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

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金融有限公司

OCTAL Capital Limited

801-805, 8/F, Nan Fung Tower,

88 Connaught Road Central,

Hong Kong

4 November 2025

To the Independent Board Committee and the Independent Shareholders

Dear Sirs,

CONTINUING CONNECTED TRANSACTION - LOAN FRAMEWORK AGREEMENT

INTRODUCTION

We refer to our engagement to advise the Independent Board Committee and the Independent Shareholders in respect of the terms of the Loan Framework Agreement (including the proposed Annual Caps and the provision of the Asset Collateral), particulars of which are set out in the letter from the Board (the "Letter from the Board") of the circular to the Shareholders dated 4 November 2025 (the "Circular") and in which this letter is reproduced. Unless the context requires otherwise, capitalized terms used in this letter shall have the same meanings as given to them under the definitions section of the Circular.

As at the Latest Practicable Date, Shenzhen Metro Group is a substantial Shareholder holding approximately $27.18\%$ of the total issued share capital of the Company, and hence a connected person of the Company pursuant to Chapter 14A of the Listing Rules.

As one of the applicable percentage ratios in respect of Loan Framework Agreement and transactions contemplated thereunder exceeds $5\%$, it constitutes a continuing connected transaction of the Company.

An Independent Board Committee comprising all of the independent non-executive Directors namely Mr. LIU Tsz Bun Bennett, Mr. LIM Ming Yan, Dr. SHUM Heung Yeung Harry and Mr. ZHANG Yichen has been established to advise the Independent Shareholders in respect of the Loan Framework Agreement (including the proposed Annual Caps and the provision of the Asset Collateral). We, Octal Capital Limited, have been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in this regard.

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

As at the Latest Practicable Date, we are not connected with the Group or Shenzhen Metro Group or where applicable, any of their respective substantial shareholders, directors or chief executives, or any of their respective subsidiaries or associates pursuant to Rule 13.84 of the Listing Rules. In the two years immediately preceding the date of the Loan Framework Agreement, we were engaged by the Company as an independent financial adviser to the Company in respect of the connected transaction in relation to the receipt of financial assistance from Shenzhen Metro Group and provision of asset collateral (details as contained in the circular of the Company dated 6 June 2025) (the “Previous Engagement”).

Under the Previous Engagement, we were required to express our opinion on and give recommendations to the Independent Board Committee and the Independent Shareholders of the Company in respect of the transaction. Apart from normal professional fee payable to us by the Company in connection with this appointment and the Previous Engagement, no arrangement exists whereby we will receive any fees or benefits from the Company or the directors, chief executive and substantial shareholders of the Company or the Shenzhen Metro Group, or any of their respective subsidiaries or associates that could reasonably be regarded as relevant to our independence. We are therefore considered independent and suitable to give independent advice to the Independent Board Committee and the Independent Shareholders regarding the Loan Framework Agreement pursuant to Rule 13.84 of the Listing Rules.

In formulating our opinion, we have relied on the accuracy of the information and representations contained in the Circular and have assumed that all information and representations made or referred to in the Circular were true at the time they were made and continue to be true as at the Latest Practicable Date. We have also relied on our discussion with the management of the Company regarding the Group, including the information and representations contained in the Circular. We have also assumed that all statements of belief, opinion and intention made by the Directors and management of the Company in the Circular were reasonably made after due enquiry. We consider that we have reviewed sufficient information to reach an informed view, to justify our reliance on the accuracy of the information contained in the Circular and to provide a reasonable basis for our advice, among other things, (i) the Loan Framework Agreement; (ii) the Designated Agreements; (iii) the annual report of the Company for the year ended 31 December 2024 (the “2024 Annual Report”); (iv) the interim report of the Company for the six months ended 30 June 2025 (the “2025 Interim Report”); and (v) our review of the relevant public information. We have no reason to suspect that any material facts have been omitted or withheld from the information contained or opinions expressed in the Circular nor to doubt the truth, accuracy and completeness of the information and representations provided to us by the Directors and management of the Company. We have not, however, conducted an independent in-depth investigation into the business and affairs of the Group or Shenzhen Metro Group and their respective controlling shareholder(s) and associates nor have we carried out any independent verification of the information supplied.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion regarding the Loan Framework Agreement, we have considered the following principal factors and reasons:

1. Background of the transactions

In 2025 and up to the Latest Practicable Date, Shenzhen Metro Group and the Company entered into eight Designated Agreements, pursuant to which Shenzhen Metro Group provided shareholder’s loans to the Company, with an aggregated principal amount of approximately RMB20.4 billion, for the Company to repay its loans and borrowings. These loans are not secured by any asset collateral of the Company. Under six out of eight of the Designated Agreements with an aggregated principal amount of approximately RMB16.2 billion, Shenzhen Metro Group has the right to require the Company to provide asset collateral.

As at the Latest Practicable Date, the Company has drawn down approximately RMB19.7 billion in aggregate under the Designated Agreements which has been mainly used to or will be used to settle the principal and interests accrued under various debts issued by the Company as listed in the section headed “BASIS FOR DETERMINING THE INTEREST RATE OF THE LOAN AND THE LOAN-TO-VALUE RATIO OF THE ASSET COLLATERAL, AND REASONS FOR AND BENEFITS OF THE LOAN FRAMEWORK AGREEMENT AND TRANSACTIONS CONTEMPLATED THEREUNDER” in the Letter from the Board. As disclosed in the Letter from the Board, the undrawn balance under the Designated Agreements amounting to approximately RMB0.7 billion is no longer available to the Company, as the drawdowns period under the respective Designated Agreements have expired.

2. General information of the parties

The Company

As at the Latest Practicable Date, 3,242,810,791 A Shares were directly held by Shenzhen Metro Group, representing approximately $27.18\%$ of the total issued share capital of the Company.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Shenzhen Metro Group

Financial information of the Group

Review of financial performance of the Group

The table below sets out the audited financial information of the Group for the year ended 31 December 2023 and 2024 (“FY2023” and “FY2024”, respectively) extracted from the 2024 Annual Report and for the six months ended 30 June 2024 and 2025 (“1H2024” and “1H2025”, respectively) extracted from the 2025 Interim Report.

| | FY2023
(Audited)
RMB'000 | FY2024
(Audited)
RMB'000 | 1H2024
(Unaudited)
RMB'000 | 1H2025
(Unaudited)
RMB'000 |
| --- | --- | --- | --- | --- |
| Revenue | 465,739,077 | 343,176,441 | 142,778,764 | 105,323,304 |
| Gross profit | 67,448,208 | 27,842,348 | 9,653,926 | 5,379,734 |
| Gross margin | 14.5% | 8.1% | 6.8% | 5.1% |
| Selling and administrative expenses | (22,398,842) | (20,478,690) | (8,841,709) | (7,503,497) |
| Finance costs | (4,843,698) | (6,656,518) | (2,728,222) | (3,696,855) |
| Other income/(expenses), net | 4,764,508 | (32,165,337) | (2,632,803) | (833,089) |
| Profit/(loss) before tax | 44,970,176 | (31,458,197) | (4,548,808) | (6,653,707) |
| Income tax expense | (24,514,618) | (17,245,737) | (3,971,937) | (4,211,276) |
| Profit/(loss) for the year/period | 20,455,558 | (48,703,934) | (8,520,745) | (10,864,983) |

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

FY2024 vs FY2023

According to the 2024 Annual Report, the sales area of residential housing declined across the PRC. According to data from National Bureau of Statistics, the sales area of residential housing in the PRC for the year 2024 was approximately 974 million square meters, representing a decrease of approximately 12.9% as compared to that for the last year, while the sales amount was approximately RMB9.68 trillion, representing a decrease of 17.1% as compared to that for the last year.

The Group’s revenue decreased by approximately 26.3% from approximately RMB465.7 billion for FY2023 to approximately RMB343.2 billion for FY2024. The decrease was due to the significant decrease in the settlement scale of the real estate development business.

The Group’s gross profit decreased from approximately RMB67.4 billion for FY2023 to approximately RMB27.8 billion for FY2024. Overall gross profit margin decreased from approximately 14.5% for FY2023 to approximately 8.1% for FY2024. The decrease was mainly due to higher land costs in relation to the revenue from the sales of properties recognised during FY2024.

Selling and administrative expenses of the Group decreased by approximately 8.6% from approximately RMB22.4 billion for FY2023 to approximately RMB20.5 billion for FY2024. The decrease was mainly due to the Group’s continued efforts in cost reduction and efficiency enhancement by reducing expenses during FY2024.

Finance costs of the Group increased by approximately 37.4% from approximately RMB4.8 billion for FY2023 to approximately RMB6.7 billion for FY2024. The increase was primarily attributable to the decrease in interest capitalization as a result of the decrease in the property development scale of the Group.

The Group recorded other net expenses of approximately RMB32.2 billion for FY2024, as compared to other net income of approximately RMB4.8 billion for FY2023. The decrease was mainly due to (i) increase in impairment loss on other receivables by approximately RMB25.7 billion; and (ii) the Group recorded net loss on disposal of property, plant and equipment of approximately RMB2.5 billion for FY2024.

As a result of the above, the Group recorded a loss for the year of approximately RMB48.7 billion for FY2024, compared to a profit for the year of approximately RMB20.5 billion for FY2023.

1H2025 vs 1H2024

According to the 2025 Interim Report, the year-on-year decline in the sales of commercial housing has been narrowed. According to data from National Bureau of Statistics, in the first half of 2025, the sales area of commercial housing nationwide was approximately 459 million square meters, representing a decrease of approximately 3.5% as compared to the same period of 2024. According to the statistics of China

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Index Academy, in the first half of 2025, the sales turnover of Top 100 real estate enterprises declined by approximately 11.8% with the decline narrowing by approximately 29.8 percentage points as compared to that for 2024.

The Group's revenue decreased by approximately 26.2% from approximately RMB142.8 billion for 1H2024 to approximately RMB105.3 billion for 1H2025. The decrease was due to the significant decrease in the settlement scale of the real estate development business.

The Group's gross profit decreased from approximately RMB9.7 billion for 1H2024 to approximately RMB5.4 billion for 1H2025. Overall gross profit margin decreased from approximately 6.8% for 1H2024 to approximately 5.1% for 1H2025. The decrease was mainly due to higher land costs in relation to the revenue from the sales of properties recognised during 1H2025.

Selling and administrative expenses of the Group decreased by approximately 15.1% from approximately RMB8.8 billion for 1H2024 to approximately RMB7.5 billion for 1H2025. The decrease was mainly due to the Group's continued efforts to advance cost reduction and efficiency enhancement by reducing expenses.

Finance costs of the Group increased by approximately 35.5% from approximately RMB2.7 billion for 1H2024 to approximately RMB3.7 billion for 1H2025. The increase was primarily attributable to the decrease in interest capitalization as a result of the decrease in the property development scale of the Group.

The Group's other net expenses decrease from approximately RMB2.6 billion for 1H2024 to approximately RMB0.8 billion for 1H2025. The decrease was mainly due to (i) the decrease in impairment loss on other receivables by approximately RMB1.8 billion; and (ii) net gain on disposals of non-current assets of approximately RMB7.2 million for 1H2025 as compared to net loss on disposals of non-current assets of approximately RMB2.5 billion for 1H2024.

As a result of the above, the Group recorded a loss for the period of approximately RMB10.9 billion for 1H2025, representing an increase of approximately RMB2.3 billion as compared to that for 1H2024.

Review of financial position of the Group

The consolidated financial position of the Group as at 31 December 2024 and 30 June 2025 extracted from 2024 Annual Report and 2025 Interim Report, respectively, is summarised in the following table:

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

	As at
	31 December 2024
(Audited)
RMB'000	30 June 2025
(Unaudited)
RMB'000
Property, plant and equipment	35,805,404	34,495,741
Investment properties	156,183,275	151,169,761
Other non-current assets	176,759,103	169,554,784
Non-current assets	368,747,782	355,220,286
Inventories and other contract costs	523,136,311	466,121,526
Cash and cash equivalents	84,009,392	69,347,563
Other current assets	310,366,375	303,459,500
Current assets	917,512,078	838,928,589
Borrowings from financial institutions and bonds payables	202,999,341	194,294,640
Other non-current liabilities	25,344,039	37,620,918
Non-current liabilities	228,343,380	231,915,558
Borrowings from financial institutions and bonds payables	160,130,688	156,068,469
Other current liabilities	558,931,129	485,004,305
Current liabilities	719,061,817	641,072,774
Total assets	1,286,259,860	1,194,148,875
Total liabilities	947,405,197	872,988,332
Total equity	338,854,663	321,160,543
Borrowings from financial institutions and bonds payables	363,130,029	350,363,109
Gearing ratio^{1}	28.2%	29.3%

1: Gearing ratio represents total bank loans, borrowings from financial institutions and bonds payables divided by total assets.

The total assets of the Group decreased from approximately RMB1,286.3 billion as at 31 December 2024 to approximately RMB1,194.1 billion as at 30 June 2025. The decrease in total assets of approximately RMB92.2 billion was primarily attributable to reduction in inventories and other contract costs by approximately RMB57.0 billion and decrease in cash and cash equivalents by approximately RMB14.7 billion.

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The total liabilities of the Group decreased from approximately RMB947.4 billion as at 31 December 2024 to approximately RMB873.0 billion as at 30 June 2025. The decrease in total liabilities was mainly attributable to the reduction in trade and other payables and contract liabilities during 1H2025.

The Group's total loans and borrowings amounted to approximately RMB350.4 billion as at 30 June 2025, representing a decrease of approximately RMB12.8 billion as compared to approximately RMB363.1 billion as at 31 December 2024. The Group's current portion of borrowings from financial institutions and bonds payables was approximately RMB156.1 billion as at 30 June 2025. According to the 2025 Interim Report, Shenzhen Metro Group has provided cumulative shareholders' loans of approximately RMB23.9 billion as at the date of the Interim Report.

The Group's net assets was approximately RMB321.2 billion as at 30 June 2025, representing a decrease of approximately RMB17.7 billion from RMB338.9 billion as at 31 December 2024. The gearing ratio of the Group slightly increased from approximately $28.2\%$ as at 31 December 2024 to approximately $29.3\%$ as at 30 June 2025.

3. Reasons for and benefits of the Loan Framework Agreement and transactions to be contemplated thereunder

As discussed before, the Group's total loans and borrowings was approximately RMB350.4 billion as at 30 June 2025, of which, approximately RMB156.1 billion will be due within one year from 30 June 2025. Since the Group has approximately RMB69.3 billion of cash and cash equivalents as at 30 June 2025 and prolong uncertainty of the property market, the high short term loans and borrowings have increased the cashflow pressure of the Group. Furthermore, Shenzhen Metro Group and the Company has already entered into eight Designated Agreements in 2025 and up to the Latest Practicable Date with an aggregated maximum principal amount of approximately RMB20.4 billion, of which, approximately RMB19.7 billion has been drawn down and has been mainly used to or will be used to settle the principal and interest accrued under various debts issued by the Company. As disclosed from the Letter from the Board, the Designated Agreements may constitute Definitive Agreements and the principal amount already drawn thereof shall form part of the Loan amount under the Loan Framework Agreement, the available funding under the Loan Framework Agreement after deducting the principal amount already drawn under the Designated Agreements will be approximately RMB2.3 billion.

As disclosed in the Letter from the Board, the principal and/or interest of the public bonds issued by the Company which were or will be due for payment before end of the first quarter of 2026 are in the aggregate amount of approximately RMB25.6 billion, in which approximately RMB16.5 billion has been settled by the Loan under the Designated Agreements. The remaining balance of approximately RMB8.7 billion will be settled by the available funding under the Loan Framework Agreement, the Group's operating cashflow and/or other external financing sources. Thus, we are of the view that the Group has an urgent need for new funding and the Loan provided by Shenzhen Metro Group, being the substantial Shareholder, could demonstrate its continuous support to the Group, with a lower

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

interest rate (i.e. 2.34%) than that of the debts issued by the Company as listed in the Letter from the Board (i.e. from 2.90% to 4.11%), which could reduce the overall finance cost. The Loan could also be transitory if a more favourable market for alternative financing arises.

The Board has considered various alternative financing methods available to the Company. In recent years, PRC property developers have struggled to obtain debt and equity financing due to regulatory tightening, liquidity constraints, and weakening market confidence. According to the information published by the People's Bank of China, the new mortgage loan granted during the 1H2025 was approximately RMB1,170 billion, representing a decrease of approximately 19.9% as compared to approximately RMB1,460 billion for 1H2024. The reduction in new mortgage loans granted reflects subdued homebuyer sentiment, leading to a decline in real estate sales. This, in turn, has further dampened lenders' willingness to provide credit to property developers, resulting in increased financing costs and limited access to traditional debt sources such as bank loans and bond issuances.

The management of the Company has considered new borrowings from banks or other financial institutions, being one of the alternative debt financing sources of the Group, to repay the debts issued by the Company as listed in the Letter from the Board. With reference to the 2025 Interim Report, the Group's comprehensive cost of new domestic financing was 3.39%, exceeding both the one year loan prime rate of the People's Bank of China and the effective interest rate under the Loan Framework Agreement. This comprehensive cost represents the weighted average cost of the Group's new domestic financing during 1H2025 and serves as a benchmark for prevailing market interest rates on loans offered by banks and other financial institutions to the Group. Furthermore, we understand that the loan prime rate published by the People's Bank of China for one year loan and loan for five years or above were 3.0% per annum and 3.5% per annum, respectively, which is also higher than the effective interest rate of 2.34% per annum under the Loan Framework Agreement.

Equity financing remains challenging as investor confidence is low, and regulatory restrictions persist. A series of high-profile defaults, debt restructure and liquidations have deepened risk aversion among domestic and international investors toward share issuances by PRC property developers. While some policy measures aim to stabilize the sector and attract foreign capital, the fundamental issues of oversupply, high leverage, and uneven recovery between cities continue to restrict equity funding options.

The management of the Company also considered the equity fund-raising exercise, including placing, subscription of new shares, rights issue, and/or open offer. Having considered the substantial principal amount under the Loan as well as the current market sentiment towards listed securities of PRC property developers, we concur with the management of the Company that financing a significant equity amount in the short term may not be practical. Besides market uncertainties, the Company is also required to undergo a relatively lengthy process to prepare, finalize, and issue the necessary compliance and legal documentation, including but not limited to underwriting agreements, announcements, circulars, and prospectuses.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

As mentioned before, under six out of eight of the Designated Agreements with an aggregated principal amount of approximately RMB16.2 billion, Shenzhen Metro Group has the right to require the Company to provide asset collateral. To ensure that the Loan are adequately secured with asset and reduce its financial risk, Shenzhen Metro Group has requested the provision of Asset Collateral pursuant to the Designated Agreements and the Loan Framework Agreement.

In view of the above, we concur with the management of the Company that entering into the Loan Framework Agreement is commercially justified and would be an effective way to raise funds for the Group.

4. Major terms of the Loan Framework Agreement

The principal terms of the Loan Framework Agreement are set out below:

Date:

2 November 2025

Parties:

(a) the Company (as borrower); and
(b) Shenzhen Metro Group (as lender)

Loan:

The Loan refers to the maximum loan amount of RMB22,000,000,000 that the Company intends to draw, or has already drawn, during the period from 2025 to the date of the Company’s annual general meeting for 2025, which is expected to be held no later than 30 June 2026 (the “Available Period”). It primarily covers: (i) unsecured credit loans already provided by Shenzhen Metro Group to the Company pursuant to the Designated Agreements prior to the Effective Date; and (ii) secured loans to be provided by Shenzhen Metro Group to the Company on or after the Effective Date in Definitive Agreements, in accordance with the terms and conditions of the Loan Framework Agreement.

Any execution of the Definitive Agreement(s) for the Loan must be completed not later than the expiry of the Available Period, and the aggregate loan amount (including the principal amount drawn and to be drawn) shall not exceed RMB22,000,000,000 under the Available Period.

Term:

The term of the Loan Framework Agreement shall be three years from the Effective Date, subject to extension as agreed between the parties.

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

In addition to the pure unsecured shareholders loans listed in the sub-section headed "Designated Agreements" in the Letter from the Board, for other loans between the Company and Shenzhen Metro Group that have occurred since 2025 (as detailed in the sub-section headed "Historical borrowing and collateral arrangements" in the Letter from the Board, if the initially agreed-upon collateral requires replacement due to the inability to implement the collateral arrangement, the corresponding borrowing amounts shall also be included as part of the Loan and hence utilize the Loan.

Interest of the Loan:

Subject to compliance with applicable laws and regulations, the interest rate of the Loan for each drawdown shall be the higher of: (i) 2.34%; or (ii) prevailing one-year LPR minus 66 basis points (i.e., LPR-0.66%), calculated on an annualized basis using the simple interest method. The interest would accrue on a daily basis from the actual drawdown date and settled mostly on a quarterly basis (except for one Designated Agreement as disclosed in the sub-section headed "Designated Agreements" in the Letter from the Board). When the relevant Loan is due under the Definitive Agreement, the remaining accrued interest shall be settled together with the principal. These interests are intended to be funded by the Group's internal resources. The interest rate and payment terms of each Loan shall be specified in the corresponding Definitive Agreement.

Credit enhancement measures:

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Agreements for the relevant Asset Collateral, which set out provisions including, among other matters, the respective rights and obligations of the parties, the applicable loan-to-value ratio (the "LTV Ratio"), the procedures for execution and release of the Asset Collateral and the liabilities arising from any breach of the agreement.

The Asset Collateral shall include legal operating properties, fixed assets, inventories, construction in progress, stocks and/or equity interests held by the Group in unlisted companies. If the Asset Collateral has defects or is subject to commercial disputes or other rights restrictions, the Company shall use the best endeavours to eliminate such defects, ensure that the relevant assets are eligible for collateral, or remove any impediment to Shenzhen Metro Group's exercise of its security rights, failing which Shenzhen Metro Group reserves the right to require the Company to provide new collateral or to repay part of the Loan in advance within a specified period.

The initial security level of provision of the Asset Collateral is determined based on the LTV Ratio of 60% to 70% in the case of operating properties, fixed assets, inventories, construction in progress and stocks (as the case may be) (the "Fixed Assets LTV Ratio"), and 50% to 60% in the case of equity interests held by the Group in unlisted companies (the "Unlisted Equity LTV Ratio").

The value of the relevant Asset Collateral shall be appraised and determined by an independent valuer with the requisite qualifications recognized by both parties. The choice of valuation method shall be determined by independent valuer based on a comprehensive assessment of the appraisal target, type of value, completeness of available information and prevailing market conditions, with an appropriate methodology adopted after evaluating its applicability.

If the value of the Asset Collateral decreases such that the LTV Ratio exceeds the above threshold, the Company shall, within the period specified by Shenzhen Metro Group, provide new qualified Asset Collateral or repay part of the Loan; the specific arrangements will be set out in the security agreement to be signed by the parties. Also, if the Asset Collateral becomes subject to title dispute, seizure or distraint, the Company shall promptly notify Shenzhen Metro Group and provide other security acceptable to it.

Details of the Loan Framework Agreement, please refer to the Letter from the Board.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

5. Analysis of major terms of the Loan Framework Agreement

Annual Caps

The proposed Annual Caps in respect of the Loan Framework Agreement are set out below:

Annual Cap for:	For the period from the Effective Date to 31 December 2025	For the year ending 31 December		For the period from 1 January 2028 to the expiration date of the Loan Framework Agreement
		2026	2027
Maximum principal amount	RMB22 billion	RMB22 billion	RMB22 billion	RMB22 billion
Estimated maximum accrued interest	RMB214.29 million	RMB566.28 million	RMB566.28 million	RMB343.82 million

The proposed Annual Caps were determined with reference to, (i) the total principal amount of the Loan available for drawdown under the Loan Framework Agreement at RMB22,000,000,000; (ii) the estimated maximum interest accrued in aggregate during the term of the Loan Framework Agreement, which is calculated based on the prevailing one-year LPR minus 66 basis points as at the Latest Practicable Date (i.e., 2.34%), multiplying it by the maximum principal amount and adding a buffer of 10% (interest accrued not applicable) with reference to the one-year LPR trend in recent years, to contemplate for potential rise of one-year LPR during the term; and (iii) the Designated Agreements with an aggregated principal amount drawn of approximately RMB19.71 billion.

As discussed in the section headed "3. Reasons for and benefits of the Loan Framework Agreement and transactions to be contemplated thereunder", Shenzhen Metro Group and the Company has already entered into eight Designated Agreements in 2025 and up to the Latest Practicable Date, with an aggregated principal amount drawn of approximately RMB19.7 billion. As the Designated Agreements may constitute Definitive Agreements and the principal amount already drawn thereof shall form part of the Loan amount under the Loan Framework Agreement, the available funding under the Loan Framework Agreement after deducting the principal amount drawn under the Designated Agreements will be approximately RMB2.3 billion (the "Available Loan Amount"). The principal amount drawn under the Designated Agreements represents approximately 89.5% of the Annual Cap for the maximum principal amount under the Loan Framework Agreement.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

As disclosed in the Letter from the Board, the proceeds from the Loan shall be used to repay and settle the principal and/or interests accrued under various debts issued by the Company in the open market and the designated loan interests accrued as agreed by Shenzhen Metro Group. As disclosed in the Letter from the Board, the principal and/or interest of the public bonds issued by the Company which were or will be due for payment before the end of first quarter of 2026 are in the aggregate amount of approximately RMB25.6 billion. The maximum aggregate amount of the Loan represents approximately 85.9% of the principal and/or interest of the public bonds issued by the Company that were or will be due by the end of the first quarter of 2026.

For the Annual Caps for the estimated maximum accrued interest, we have obtained a summary of interest accrued and to be accrued during the terms of the Loan Framework Agreement (the "Interest Summary"). We note that the Interest Summary included all the loan under the Designated Agreements as listed in the Letter from the Board and the Available Loan Amount. The accrued interest for the first three quarters of 2025 are calculated based on the terms of the Designated Agreements, while the interest to be accrued for the remaining terms under the Loan Framework Agreement is calculated based on the prevailing one-year LPR minus 66 basis points as at the Latest Practicable Date (i.e., 2.34%), plus a 10% buffer. The estimated maximum annual interest accrued is RMB566,280,000, representing an effective interest rate of 2.574%. We have reviewed the historical one-year LPR as published by the National Interbank Funding Center for each month during the period from November 2022 to the Latest Practicable Date (the "Review Period") and noted that the one-year LPR ranged from 3.0% to 3.65%, with an average of approximately 3.34% and a median of approximately 3.45%. We consider that the Review Period, being a three-year period, is reasonable and sufficient to illustrate the fluctuation of the one-year LPR and is aligned with the term of the Loan Framework Agreement. Assuming the average one-year LPR for the Review Period was adopted, the effective interest rate under the Loan Framework Agreement would be 2.68%, which is higher than the effective interest rate the Company adopted in determining the Annual Caps for the estimated maximum accrued interest (i.e. 2.574%). Hence, the effective interest rate adopted by the Company in determining the Annual Caps for the estimated maximum accrued interest represents a relatively prudent basis for forecasting the future trend of the one-year LPR. With reference to the sub-section headed "INTERNAL CONTROL MEASURES" in the Letter from the Board, in the event that the proposed Annual Cap is expected to be exceeded, the Company would timely re-comply with the requirements under Chapter 14A of the Listing Rules.

Maturity of Loan

Under the Loan Framework Agreement, unless otherwise agreed or extended, the term of each Definitive Agreement for the Loan made under the Loan Framework Agreement shall be no more than three years, as determined between the parties under the Definitive Agreement.

We have also obtained and reviewed the Designated Agreements and noted that one Designated Agreement has a term of three years and five Designated Agreements have a term of no more than three years, which is same as the terms (i.e. no more than three years) under the Loan Framework Agreement. The remaining two Designated Agreements have a term of 1 year and to be due on 31 December 2025, respectively.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Furthermore, we have reviewed, on an exhaustive basis, the announcement of the Hong Kong listed companies published during the period from 1 September 2024 to the Latest Practicable Date in relation to the provision of secured loan by connected parties to the listed company and/or its subsidiaries. We chose the said period due to its recency before signing of the Loan Framework Agreement. We identified six connected transactions announcements (the "Comparable Transactions"). Shareholders should note that the businesses, operations, prospects and the type and terms of the debt of the Company are not the same as the underlying companies of the Comparable Transactions, the information of the Comparable Transactions demonstrate a general market practice of borrowing by listed issuers. The table below summarized the major terms of the Comparable Transactions.

Table 1

	Date of announcement	Company (stock code)	Terms	Interest rate	Collateral	Collateral Ratio^{1}
1	3 September 2024	Cosmopolitan International Holdings Limited (120)	3 years^{2}	1 month HIBOR plus 1.95%, 5.85%	Share of the subsidiaries	43.6%
2	30 September 2024	Seazen Group Limited (1030)	3 years	Higher of one to five years LPR or 6.05%	Property	60.0%
3	8 October 2024	Yunnan Water Investment Co., Limited (6839)	3 years^{2}	Fixed, 2.70%	Listed shares hold by the company	176.0%
4	14 October 2024	BII Railway Transportation Technology Holdings Company Limited (1522)	3 years	1-month HIBOR plus 0.70%, 5.07%	Share of a subsidiary	83.3%
5	11 April 2025	Red Star Macalline Group Corporation Ltd. (1528)	3 years	One year LPR plus 0.9%, 4.0%	Real estate mortgages, equity pledges, or receivables pledges held by the company	60.0%
6	5 September 2025	Shandong Hi-speed New Energy Group Limited (1250)	4 years	Five years LPR minus 0.4%, 3.1%	Share of the subsidiaries	30.6%
		The Loan	3 years	Higher of one year LPR minus 0.66% or 2.34%	Assets Collateral	Fixed Assets LTV Ratio – 60% to 70% Unlisted Equity LTV Ratio – 50% to 60%

Notes:
1. Being the total loan amount divided by the value of the collateral as disclosed in the announcement or circular of the transactions.
2. Being extension or renewal of loan.

Based on Table 1, the terms of the Comparable Transactions were ranged from 3 years to 4 years. The terms under the Loan Framework Agreement is within the range of the Comparable Transactions and in line with most of the Comparable Transactions.

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Interest rates

Under the Loan Framework Agreement, the interest rate of the Loan for each drawdown shall be the higher of one-year LPR minus 66 basis points or 2.34%. As at the Latest Practicable Date, the one-year LPR was 3.0% per annum. Hence, the applicable interest rate is 2.34% per annum.

According to the 2025 Interim Report, the Group's interest-bearing liabilities are summarized as follow:

Table 2

	As at 30 June 2025 (Unaudited) RMB billion
Categorized by terms
Due within one year	155.37
Due more than one year	208.89
	364.26
Categorized by funding source
Bank borrowings	264.19
Bonds	43.60
Other borrowings	56.47
	364.26
Categorized by interest rate
Fixed interest rate	117.13
Floating interest rate	247.13
	364.26
Categorized by pledge
With asset pledge (including with both assets pledge and share pledge)	122.18
With share pledge	73.48
Without any asset pledge and share pledge	168.60
	364.26
Categorized by currency
RMB	312.64
Foreign currency	51.62
	364.26

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

As advised by the management of the Company, the Group's interest-bearing liabilities portfolio consists of over 2,000 borrowings from banks, other financial institutions and companies and bonds. As shown in Table 2, majority of the Group's borrowings are denominated in RMB, carry floating interest rates and with asset pledge and/or share pledge, representing approximately 85.8%, 67.8% and 53.7% of the total interest-bearing liabilities, respectively which were similar to the terms under the Loan Framework Agreement. Furthermore, the Group's borrowings are mainly provided by banks which accounted for approximately 72.5% of the total interest-bearing liabilities. Given that (i) the substantial size and volume of the Group's borrowings with majority of the terms of the borrowings are similar to the terms under the Loan Framework Agreement; and (ii) the terms of borrowings from banks or other financial institutions is a standardised and reliable basis and it creates a consistent and measurable point of comparison for borrowing rates as well as act as a foundation upon which rates of borrowings are calculated, we consider the current interest-bearing liabilities portfolio of the Group serves as a benchmark for prevailing market loan terms offering to the Group and is suitable to be one of our assessments of the Loan.

According to the 2025 Interim Report, the Group's bank loan interest rates varied between 2.05% per annum and a floating contracted SORA rate. The interest rates of the Group's bonds ranged from 2.90% to 4.11% per annum, while the interest rates of other borrowings fell within the range of 2.24% to 4.60% per annum. The said effective interest rate of the Loan is comparatively lower than that of Group's bonds and is close to the low end of that of the Group's bank loan and other borrowings. The Group's comprehensive cost of new domestic financing of 3.39% which are higher than the interest rate of the Loan.

We noted that the interest rate of shareholder's loans provided by Shenzhen Metro Group under the Designated Agreements was either one year LPR minus 0.76% or LPR minus 0.66%. We further noted that the Designated Agreements for those loans adopted an interest rate of one-year LPR minus 0.76%, entered into before the People's Bank of China announced a 0.1% reduction in the one-year LPR on 20 May 2025 (where the one-year LPR was 3.1% prior to the reduction). This corresponded to an effective interest rate of 2.34% at the time of determination. After the People's Bank of China announced the reduction, the Designated Agreements adopted the interest rate of LPR minus 0.66%, represented an effective interest rate of 2.34%. Based on the above, Shenzhen Metro Group offers an effective interest rate of 2.34% to the Company when signing the respective loan agreement with the Company. Thus, the interest rate under the Loan Framework Agreement is same at those Designated Agreements. Furthermore, as shown in Table 2, approximately RMB247.1 billion, representing approximately 67.8% of the Group's interest bearing liabilities as at 30 June 2025, carry floating interest rate, including but not limited to LPR, SORA, HIBOR and SONIA.

As shown in Table 1, the interest rates of the Comparable Transactions were determined on various basis, including fixed-rate, LPR or HIBOR. We consider the interest rates of the RMB-denominated Comparable Transactions (i.e. Comparable no. 2, 3, 5 and 6) are applicable for us to analyse on the interest rate of the Loan on the basis that (i) the Loan is denominated in RMB; and (ii) the interest rate of the Loan is based on LPR. We noted that the interest rates of the RMB denominated Comparable

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Transactions were either based on the higher of one to five years LPR or 6.05%, or fixed rate of 2.7%, or one year LPR plus a percentage of 0.9%, or five years LPR minus a percentage of 0.4%. There are three out of four RMB-denominated Comparable Transactions carry floating interest rates.

When compare the interest rate of the Comparable Transactions with the effective interest rate of the Loan, being 2.34%, the effective interest rate of the Loan is lower than that of the Comparable Transactions.

Based on the above, we consider the determination basis of the interest rate of the Loan is in line with those of the RMB denominated Comparable Transactions and the floating interest rate of the Loan is fair and reasonable and comparable to the market and was determined on normal commercial terms or better, after arm's length negotiations.

Asset Collateral

Under the Loan Framework Agreement, the Company shall provide the Asset Collateral in favour of Shenzhen Metro Group. The Asset Collateral shall be, include but not limited to, legal operating properties, fixed assets, inventories, construction in progress, stocks and/or equity interests in unlisted companies owned by the Group. The initial security level of provision of the Asset Collateral is determined based on the Fixed Assets LTV Ratio and the Unlisted Equity LTV Ratio.

According to the Letter from the Board, the Fixed Assets LTV Ratio and the Unlisted Equity LTV Ratio are similar to the historical borrowing and collateral arrangements between the Company and Shenzhen Metro Group as listed in the sub-section headed "Historical borrowing and collateral arrangements" in the Letter from the Board. As disclosed in the Letter from the Board, the Fixed Assets LTV Ratio is higher than or equal to the prevailing market standard of domestic financial institutions that ranges from 30% to 60% and the Unlisted Equity LTV Ratio is higher than or equal to the prevailing market standard of domestic financial institutions ranging from 30% to 50%.

We have conducted separate phone interviews with three commercial banks in the PRC on 17 September 2025. These banks are (i) providing loans to the Group; (ii) sizeable banks that is national wide with over 500 branches in the PRC; (iii) listed company with its shares listed on stock exchange of Shanghai and/or Hong Kong; and (iv) covering three major backgrounds of bank in the PRC including a state-owned bank, a joint-stock bank and a city commercial bank. Based on the above, we considered that these banks are representative and suitable to provide a general market reference for our assessment. The table below summarized the major findings in the interview.

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Table 3

Background	Acceptable asset collateral	LTV Ratio for
		properties or construction projects	other assets	unlisted equity
1. A state-owned bank with over 3,200 branches in the PRC and its shares are listed on stock exchange of Shanghai and Hong Kong	Accept properties or construction projects	Not higher than 70%	Not higher than 50%	Not specified
	Other assets will be considered on a case by case basis
	Rarely accept sole unlisted equity, normally be part of the collateral package
2. A joint-stock bank with over 2,700 branches in the PRC and its shares are listed on stock exchange of Shanghai and Hong Kong	Accept properties or construction projects	50% - 70%	Not specified	Not higher than 50%
	Rarely accept other assets
	Rarely accept sole unlisted equity, will accept and consider as a credit enhancement collateral
3. A city commercial bank with over 600 branches in the PRC and its shares are listed on stock exchange of Shanghai	Accept properties or construction projects	50% - 60%	50% - 60%	Less than 60%
	Other assets and unlisted equity will be considered on a case by case basis and additional collateral or guarantee maybe required

Based on Table 3, we noted that (i) properties or construction projects are typically acceptable as collateral for loans, while other fixed assets like equipment or inventory are rarely acceptable due to their low liquidity and the difficulty in finding buyers; (ii) the LTV Ratio adopted for properties or construction projects are ranged from 50% to 70% while the LTV Ratio for other assets will not be higher than 60%; (iii) sole unlisted equity is normally not acceptable as collateral; and (iv) the LTV Ratio for unlisted equity will normally be less than 60%.

On 24 January 2024, the "Notice on Effective Management of Commercial Property Loans" was published by the General Office of the People's Bank of China and the General Office of the State Financial Supervision and Administration Bureau (the "Notice"). The Notice is designated to establish guidelines for commercial property loans to foster stability

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

in the real estate markets. It mandates that commercial banks must adhere strictly to legal regulations when providing commercial property loans and emphasizing prudent lending practice. Furthermore, it is stated in the Notice that in principle, the commercial property loans shall not exceed the LTV Ratio of 70% of the appraisal value of the underlying property.

Furthermore, with reference to the "Administrative Measures for Share Pledged Loans of Securities Companies" issued by the People's Bank of China, the China Banking Regulatory Commission and the China Securities Regulatory Commission on 2 November 2004 (the "Measures"), which primarily regulates transactions where securities companies pledge shares to commercial banks for loans. The Measures set out that (i) the period of the shares pledged loans should not be more than 6 months and not allow for extensions; (ii) the LTV Ratio should not be over 60%; and (iii) a commercial bank accepting shares for pledging from a listed company should not exceed 10% of the total outstanding shares of that listed company. Although the Company is not a securities company and are not governed by the Measures, these provisions can still serve as general considerations for commercial banks regarding shares pledged loans.

Based on Table 1, we noted that Comparable Transactions no. 2 and 5 were secured by properties or assets of the company and the LTV Ratio was 60%. The lower range of the Fixed Assets LTV Ratio is higher than these two Comparable Transactions. We noted that Comparable Transactions no. 1, 4 and 6 were secured by unlisted equity interest held by the companies and the LTV Ratio was ranged from 30.6% to 83.3%. The Unlisted Equity LTV Ratio is within the range of these three Comparable Transactions and the lower range of the Unlisted Equity LTV Ratio is higher than two out of three of these Comparable Transactions.

In light of the above, we consider that the terms of the Loan Framework Agreement (including the Annual Caps) are on normal commercial terms and are fair and reasonable.

6. Internal Control Measures

In connection with the relevant drawdown of the Loan and in order to ensure the terms of the relevant Definitive Agreements are on normal commercial terms and fair and reasonable to the Company and Shareholders and are no less favourable to the Group than terms offered available to or from independent third parties, the Company has recently adapted its existing internal control policies and measures, in particular the ongoing monitoring of the collateral or pledge of assets to be provided by the Company, which is summarized as below:

(i) with regard to any amount drawdown, the Company expects that the corresponding value of the Asset Collateral shall maintain at level as the unpaid principal amount of the relevant Loan divided by the specified loan-to-value ratio under the Definitive Agreements. The designated responsible personnel of the finance and fund department of the Company will monitor any repaid Loan principal, the level of loan-and-value ratio and the status and value of each Asset

46 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Collateral, in order to apply to or communicate with Shenzhen Metro Group to release or replace (as the case may be) the Asset Collateral thereto on a monthly basis;

(ii) designated responsible personnel of the finance and fund management department of the Company will closely monitor the outstanding Loan balances and interests to be repaid and report the latest status of the Loan granted to the finance department of the Company on a monthly basis to ensure that the proposed Annual Caps will not be exceeded. In the event the proposed Annual Caps is expected to be exceeded, the responsible staff would escalate the issue to the Board forthwith, and the Company would timely re-comply with the requirements under Chapter 14A of the Listing Rules;

(iii) designated responsible personnel of the finance and fund management department of the Company will, before the signing of each Definitive Agreement under the Loan Framework Agreement: (a) check the published LPR; and (b) compare the interest rate of the Loan with those published on the official websites or provided in quotations by at least two major commercial banks or financial institutions that are independent, licensed and reputable commercial lenders in the PRC. They serve as a benchmark of prevailing market standards for loans with similar terms, the comparison with which will help determine whether the interest rate charged under each Loan is in line with or better than the market rates and the Definitive Agreements are entered into on normal commercial terms. If the terms obtained through the above methods are more favorable to the Group than those provided in accordance with the Loan Framework Agreement, the finance and fund department may not proceed with approving the proposed Definitive Agreement to be signed;

(a) the Company will comprehensively consider the current operating status of the relevant assets, their significance in the Company's overall planning and annual objectives, the assets' book value, its contribution to the Group's finance and operation, the potential impact on the Group if such assets were enforced by Shenzhen Metro Group, and the pledge/mortgage conditions of such assets. The goal is to select a relatively suitable assets as Asset Collateral while minimizing any impact on the Company's normal operations as well as financing and liabilities status; and

(b) After communication and confirmation with the Group's regional companies or business units, the final proposed Asset Collateral with the assessment based on the above criteria will be passed to the Group's investment and

47 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

financing committee for approval. Subsequently, a specific Definitive Agreement for the Asset Collateral will be signed with Shenzhen Metro Group and the relevant procedures will be completed;

(v) the Company will designate responsible personnel regarding the engagement of the independent valuer and the valuation of the Asset Collateral, with the detailed mechanism set out below:

(a) evaluation of the valuer will be jointly undertaken by Shenzhen Metro Group and the Group, with personnel from Shenzhen Metro Group’s finance, cost, legal and audit departments, as well as that from the Group’s finance, legal and funding departments;

(b) selection of the valuer will be conducted by an invitation tender process, whereby invitations would be sent to leading institutions based on their industry rankings and the evaluation process will involve merit-based selection, taking into account comprehensively the relevant experience, working team’s composition, industry ranking, valuation work plan and fees, as well as quality assurance mechanism;

(d) in accordance with the requirements of “Asset Appraisal Law of the People’s Republic of China (《中華人民共和國資產評估法》)” and the “Measures for Financial Supervision and Administration of the Asset Appraisal Industry (《資產評估行業財政監督管理辦法》)”, the valuer, once selected, shall comply with the “Basic Standards for Asset Appraisal (《資產評估基本準則》)” issued by the Ministry of Finance and a series of asset appraisal standards promulgated by the China Asset Appraisal Association. Based on factors such as the appraisal purpose, appraisal object, value type and data collection, one to two applicable methods are selected from the three standard valuation methods, namely the market approach, income approach and cost approach, as well as their derivative methods; and

(e) the appraisal date will be determined based on the applicable circumstances of the appraisal subject, which shall not be earlier than one year prior to the date of signing the agreement for the relevant Asset Collateral.

48 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

supplementing or replacing assets is consistent with the internal control procedures for selecting and valuing the Asset Collateral as mentioned in sub-paragraphs (iv) and (v) above;

(vii) the Company’s external auditor will conduct an annual review of the transactions entered into under the Loan Framework Agreement to ensure that the transaction amount is within the proposed Annual Caps and the transactions are in accordance with the terms set out in the Loan Framework Agreement; and

As advised by the management of the Company, the designated responsible personnel of the finance and fund management department will monitor the outstanding Loan balances, and the LTV Ratio, the status and value of the Asset Collateral on a monthly basis to ensure that the outstanding balances do not exceed the Annual Caps and the LTV Ratio aligns with the relevant Definitive Agreements. Any issues identified will be promptly reported to the Board, and the Company will take timely remedial actions to ensure compliance with the Listing Rules. Before signing each Definitive Agreement, the designated responsible personnel of the finance and fund management department will verify the published LPR and compare the interest rate with those offered by at least two major commercial banks or financial institutions to ensure that the interest rate provided by Shenzhen Metro Group is no less favourable than that available from independent third parties. If the terms offered by Shenzhen Metro Group is less favorable than other commercial banks or financial institutions, the finance and fund management department will not approve and the Group will not sign the Definitive Agreement.

Also, as advised by the management of the Company, in selecting the Asset Collateral, the designated responsible personnel of the finance and fund management department will consider the status of the relevant assets, review the book value of such assets and assess the potential impact on the Group if such assets were enforced by Shenzhen Metro Group. After the comprehensive assessment, a list of proposed assets for Asset Collateral will be generated. Such list will further communicate with the regional companies and confirm the assessment result of the finance and fund management department. The final proposed Asset Collateral will then pass to the Group’s investment and financing committee which comprise of the management team of the Group, for approval.

Additionally, a working group will be jointly formed by Shenzhen Metro Group and the Group to review the qualifications of the independent valuer prior to the valuation of the Asset Collateral. As advised by the management of the Company, the working group comprises of at least five members from finance, cost, legal and audit departments of Shenzhen Metro Group and finance and fund management and legal departments of the Group. The working group is responsible to assess and review the qualifications of the independent valuer, select the independent valuer from the invitation tender process and

49 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

review and discuss the valuation methodology and assumptions with the independent valuer to ensure the fairness of the valuation. The management of the Company further advised that there should be at least three independent valuers to participate in the tender process.

The Company will also comply with all other relevant requirements under the Listing Rules, including the annual review and/or confirmation by the independent non-executive Directors and auditors of the Company on the actual execution of the Loan Framework Agreement.

Furthermore, the Company will diligently manage its business to support cash flow for repayment. Additionally, the Company may agree separately with Shenzhen Metro Group in the Definitive Agreements to apply for an extension of the relevant loan, subject to Shenzhen Metro Group's approval, and will comply with all applicable reporting and approval requirements under Chapter 14A of the Listing Rules if an extension is required. Taking into account that (i) the finance and fund management department will closely monitor the Group's performance; (ii) any issues identified will be promptly reported to the Board for timely remedial action; (iii) the Company will use its best efforts to ensure timely loan repayment and consider other financing sources if necessary; (iv) the Company may agree with Shenzhen Metro Group on loan extensions subject to approval and comply with relevant Listing Rules; (v) the Company will comprehensively assess the selection of assets for Asset Collateral with the approval of the management team; and (vi) in case of the Company need to supplement or replace the Asset Collateral, same internal control procedure will be adopted, we concur with Board that the Company would adequately safeguard its assets.

After taking into account the above, we consider that the Company has taken appropriate measures to govern the Group in carrying out the transaction to be contemplated under the Loan Framework Agreement, thereby safeguarding the interests of the Shareholders.

RECOMMENDATION

Having considered the above principal factors, in particular, (i) the Loan demonstrates continued firm support of Shenzhen Metro Group to the Company; (ii) the Loan can provide an immediate funding of a sizeable amount, which may not be easily obtained by other alternative means, for the Company to serve its immediate funding needs due to the upcoming maturity of interest bearing debts falling due shortly; (iii) the Annual Caps has considered the unsecured previous shareholder's loans under the Designated Agreements; (iv) the determination basis of the term and floating interest rate of the Loan is in line with the Comparable Transactions and the floating interest rate of the Loan is comparable to the market; and (v) the level of the Asset Collateral are relatively lower when compared to those of the Comparable Transactions, we are of the opinion that the terms of the Loan Framework Agreement and the transactions contemplated thereunder (including the proposed Annual Caps and the provision of the Asset Collateral) are on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole although the transactions contemplated under the Loan Framework Agreement are not conducted in the ordinary and usual course of business of the Company. Accordingly, we advise the Independent Board Committee to recommend the Independent Shareholders, and

50 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

we recommend the Independent Shareholders, to vote in favor of the ordinary resolutions to be proposed at the EGM for approving the Loan Framework Agreement and the transactions contemplated thereunder (including the proposed Annual Caps and the provision of the Asset Collateral).

Yours faithfully,

For and on behalf of

Octal Capital Limited

Wong Wai Leung Celina Yuen

Executive Director Associate Director

Note: Mr. Wong Wai Leung has been a responsible officer of Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities since 2008 and is also a responsible officer of Type 9 (asset management) regulated activities. Mr. Wong has participated in and completed various advisory transactions of listed companies in Hong Kong in respect of the Listing Rules and the Takeovers Code. Ms. Celina Yuen is a licensed person and a responsible officer of Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities. Ms. Yuen has over 12 years of experience in corporate finance industry and has participated in and completed various advisory transactions of listed companies in Hong Kong in respect of the Listing Rules and the Takeovers Code.

51 -

APPENDIX I

GENERAL INFORMATION

1. 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 enquiries, 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.

2. DISCLOSURE OF INTERESTS OF DIRECTORS AND CHIEF EXECUTIVE

As at the Latest Practicable Date, the interests of the Directors and the chief executive of the Company in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which were notified to the Company and the Hong Kong Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they were taken or deemed to have under such provisions of the SFO), or which were required pursuant to Section 352 of the SFO to be entered in the register maintained by the Company referred to therein, or which were required to be notified to the Company and the Hong Kong Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers (the "Model Code") set out in Appendix C3 to the Listing Rules were as follows:

(i) Long position in the shares, underlying shares and debentures of the Company

Name	Capacity (types of interest)	Class of Shares	Nature of interest	Number of Shares held as at the Latest Practicable Date	Approximate percentage of total number of the relevant class of Shares	Percentage of total number of issued Shares
Mr. YU Liang	Beneficial Owner	A Shares	Long Position	7,394,945	0.0760%	0.0620%

Save as disclosed above, as at the Latest Practicable Date, so far as was known to the Directors, none of the Directors or chief executive of the Company had any interest or short positions in any shares or underlying shares or interest in debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Hong Kong Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they were taken or deemed to have under such provisions of the SFO), or which were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein, or which were required, pursuant to the Model Code, to be notified to the Company and the Hong Kong Stock Exchange.

APPENDIX I

GENERAL INFORMATION

As at the Latest Practicable Date, save as disclosed below, so far as is known to the Directors, no Director was a director or employee of a company which has an interest or short position in the shares and underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO:

Name of Director Position held in Shenzhen Metro Group

Mr. HUANG Liping Deputy secretary of Party Committee, a director and general manager

Mr. LEI Jiangsong Member of Party Committee and vice general manager

3. SUBSTANTIAL SHAREHOLDERS' INTERESTS AND SHORT POSITIONS IN THE SHARES OF THE COMPANY

As at the Latest Practicable Date, so far as was known to the Directors, the following persons (other than the Directors and chief executive of the Company) had interests or short positions in the Shares or underlying Shares which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO were as follows:

Name	Capacity (types of interest)	Class of Shares	Nature of interest	Number of Shares held as at the Latest Practicable Date	Approximate percentage of total number of the relevant class of Shares	Percentage of total number of issued Shares
Shenzhen Metro Group	Beneficial owner	A Shares	Long position	3,242,810,791	33.35%	27.18%
Shanghai Wealspring Asset Management Co. Ltd.	Investment Manager	H Shares	Long position	198,800,500	9.01%	1.67%

Save as disclosed above, as at the Latest Practicable Date, the Directors were not aware of any other persons (other than the Directors, supervisors and chief executive of the Company) who had interests or short positions in the Shares and underlying shares of the Company, which were required to be notified to the Company pursuant to the provisions of Divisions 2 and 3 of Part XV of the SFO, or which were recorded in the register required to be kept under section 336 of the SFO.

APPENDIX I

GENERAL INFORMATION

4. DIRECTORS' INTERESTS IN COMPETING BUSINESS

As at the Latest Practicable Date, so far as the Directors were aware, none of the Directors or their respective close associates had any interest in any business, which competes or may compete, either directly or indirectly, with the business of the Group as if each of them were treated as a controlling shareholder of the Company under Rule 8.10 of the Listing Rules.

5. DIRECTORS' AND SUPERVISORS' INTERESTS IN ASSETS OF THE GROUP

As at the Latest Practicable Date, none of the Directors or Supervisors had any direct or indirect interest in any asset which had been, since 31 December 2024, being the date to which the latest published audited consolidated financial statements of the Company were made up, acquired or disposed of by or leased to any member of the Group, or were proposed to be acquired or disposed of by or leased to any member of the Group.

6. DIRECTORS' AND SUPERVISORS' INTERESTS IN CONTRACTS OR ARRANGEMENTS

As at the Latest Practicable Date, none of the Directors or Supervisors was materially interested in any contract or arrangement subsisting and which is significant in relation to the business of the Group.

7. DIRECTORS' AND SUPERVISORS' INTERESTS IN SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors or Supervisors had entered, or proposed to enter into a service contract or service agreement with any member of the Group which is not determinable by the Group within one year without payment of compensation, other than statutory compensation.

8. QUALIFICATIONS OF EXPERT AND CONSENT

The following is the qualification of the expert who has been named in this circular and whose opinion or advice is contained in this circular:

Name	Qualification
Octal Capital Limited	a licensed corporation to carry out Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO

As at the Latest Practicable Date, Octal Capital Limited was not beneficially interested in the share capital of any member of the Group, and did not have any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

I-3 -

APPENDIX I

GENERAL INFORMATION

As at the Latest Practicable Date, Octal Capital Limited did not have any direct or indirect interest in any assets which had been, since 31 December 2024 (being the date to which the latest published audited accounts of the Group were made up), acquired or disposed of by, or leased to, or were proposed to be acquired or disposed of by, or leased to, any member of the Group.

As at the Latest Practicable Date, Octal Capital Limited has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter dated 4 November 2025 in connection with their advice to the Independent Board Committee and the Independent Shareholders, and reference to its name and opinion in the form and context in which it appears.

9. MATERIAL ADVERSE CHANGE

Save as disclosed above, the Directors confirmed that there is no material adverse change in the financial or trading position of the Group since 31 December 2024, being the date to which the latest published audited consolidated financial statements of the Company were made up, and up to and including the Latest Practicable Date.

10. MISCELLANEOUS

This circular is in both English and Chinese. In the event of inconsistency, the English version of this circular shall prevail over the Chinese version.

11. DOCUMENTS ON DISPLAY

Electronic copies of the following documents are published on the website of the Hong Kong Stock Exchange (http://www.hkexnews.hk) and the website of the Company (http://www.vanke.com) for a period of 14 days from the date of this circular (both days inclusive):

(a) Loan Framework Agreement;

(b) the letter from the Independent Financial Adviser, the text of which is set out in pages 27 to 51 of this circular; and

(c) the written consent from the Independent Financial Adviser referred to in the paragraph headed "8. Qualifications of Expert and Consent" in this Appendix I.

NOTICE OF THE 2025 FIRST EXTRAORDINARY GENERAL MEETING

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

vanke

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 2025 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that China Vanke Co., Ltd. (the "Company") will convene the 2025 first extraordinary general meeting (the "EGM") at 3:30 p.m. on Thursday, 20 November 2025 (or any adjournment thereof) at Vanke Center, 33 Huanmei Road, Dameisha, Yantian District, Shenzhen, the PRC.

Unless otherwise defined, capitalised terms used in this notice shall have the same meanings as those defined in the circular of the Company dated 4 November 2025.

MATTERS TO BE CONSIDERED AND APPROVED AT THE EGM

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

ORDINARY RESOLUTIONS

"THAT

(1) To approve, confirm and ratify the Loan Framework Agreement entered into between the Company and Shenzhen Metro Group and the transactions contemplated thereunder;

(2) to approve, confirm and ratify the proposed Annual Cap for the transactions contemplated under the Loan Framework Agreement; and

(3) To authorise the board of the Company, which could sub-delegate to other authorised person(s), to exercise all powers which they consider necessary and do such other acts and things and execute such other documents or agreements which in their opinion may be necessary or desirable to implement the transactions contemplated under the Loan Framework Agreement."

For identification purposes only

NOTICE OF THE 2025 FIRST EXTRAORDINARY GENERAL MEETING

The Board of Directors
China Vanke Co., Ltd.*

Shenzhen, the PRC
4 November 2025

Notes:

For holders of H shares who intend to attend the EGM, the shares and the registration documents must be delivered to Computershare Hong Kong Investor Services Limited, 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 Monday, 17 November 2025. The holders of the H shares whose names appear on the Register of Members on Monday, 17 November 2025 are entitled to attend and vote in respect of the resolutions to be proposed at the EGM.
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.
A proxy of a Shareholder who has appointed more than one proxy may only vote on a poll.
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 Computershare Hong Kong Investor Services Limited, 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 EGM or any adjournment thereof.
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.
The address of the office of the board of directors is as follows:

CHINA VANKE CO., LTD.
Vanke Building, No. 63 Meilin Road, Futian District, Shenzhen, the PRC
Postal code: 518049
Contact person: Ms. Li Yuanyuan, Mr. Xu Zhitao
Tel: 86 (755) 2560 6666
Fax: 86 (755) 2553 1696

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

As at the date of this notice, the Board comprises Mr. YU Liang and Ms. WANG Yun as Executive Directors; Mr. HUANG Liping, Mr. HU Guobin and Mr. LEI Jiangsong as Non-executive Directors; and Mr. LIU Tsz Bun Bennett, Mr. LIM Ming Yan, Dr. SHUM Heung Yeung Harry and Mr. ZHANG Yichen as Independent Non-executive Directors.

For identification purposes only
EGM-2 -

AI assistant

China Vanke Co., Ltd. — Proxy Solicitation & Information Statement 2025

50443_rns_2025-11-04_c33eac41-16d7-4f6d-8768-36cdb25f250d.pdf

DEFINITIONS

vanke

Board of Directors

Registered office and address of head office

Principal place of business in Hong Kong

INTRODUCTION

THE LOAN FRAMEWORK AGREEMENT

Interest of the Loan:

Use of the Loan:

Conditions precedent:

Credit enhancement measures:

Designated Agreements

PROPOSED ANNUAL CAPS AND BASIS FOR DETERMINATION

BASIS FOR DETERMINING THE INTEREST RATE OF THE LOAN AND THE LOAN-TO-VALUE RATIO OF THE ASSET COLLATERAL, AND REASONS FOR AND BENEFITS OF THE LOAN FRAMEWORK AGREEMENT AND TRANSACTIONS CONTEMPLATED THEREUNDER

Historical borrowing and collateral arrangements

Basis of determination

INTERNAL CONTROL MEASURES

INFORMATION OF THE PARTIES

1. Information on the Group

2. Information on Shenzhen Metro Group

IMPLICATIONS UNDER THE LISTING RULES

EGM

RECORD DATE

RECOMMENDATION

ADDITIONAL INFORMATION

vanke

CONTINUING CONNECTED TRANSACTION - LOAN FRAMEWORK AGREEMENT

CONTINUING CONNECTED TRANSACTION - LOAN FRAMEWORK AGREEMENT

INTRODUCTION

PRINCIPAL FACTORS AND REASONS CONSIDERED

1. Background of the transactions

2. General information of the parties

The Company

Shenzhen Metro Group

Financial information of the Group

FY2024 vs FY2023

1H2025 vs 1H2024

3. Reasons for and benefits of the Loan Framework Agreement and transactions to be contemplated thereunder

4. Major terms of the Loan Framework Agreement

Interest of the Loan:

Credit enhancement measures:

5. Analysis of major terms of the Loan Framework Agreement

Annual Caps

Maturity of Loan

Interest rates

Asset Collateral

6. Internal Control Measures

RECOMMENDATION

1. RESPONSIBILITY STATEMENT

2. DISCLOSURE OF INTERESTS OF DIRECTORS AND CHIEF EXECUTIVE

3. SUBSTANTIAL SHAREHOLDERS' INTERESTS AND SHORT POSITIONS IN THE SHARES OF THE COMPANY

4. DIRECTORS' INTERESTS IN COMPETING BUSINESS

5. DIRECTORS' AND SUPERVISORS' INTERESTS IN ASSETS OF THE GROUP

6. DIRECTORS' AND SUPERVISORS' INTERESTS IN CONTRACTS OR ARRANGEMENTS

7. DIRECTORS' AND SUPERVISORS' INTERESTS IN SERVICE CONTRACTS

8. QUALIFICATIONS OF EXPERT AND CONSENT

9. MATERIAL ADVERSE CHANGE

10. MISCELLANEOUS

11. DOCUMENTS ON DISPLAY

NOTICE OF THE 2025 FIRST EXTRAORDINARY GENERAL MEETING

MATTERS TO BE CONSIDERED AND APPROVED AT THE EGM

ORDINARY RESOLUTIONS

"THAT

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China Vanke Co., Ltd. Proxy Solicitation & Information Statement 2025