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

Jun 6, 2025

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 2024 ANNUAL GENERAL MEETING

Notice is hereby made that, the convening of the 2024 annual general meeting (the "AGM") of the Company will start from 3 p.m. on Friday, 27 June 2025 at Vanke Center, No. 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 6 June 2025 (the "Circular").

I. Matters for consideration and approval at the AGM

The shareholders of the Company shall consider and, if thought fit, approve the following resolutions at the AGM:

ORDINARY RESOLUTIONS

1. To consider and approve the report of the board of directors of the Company for the year 2024;
2. To consider and approve the report of the supervisory committee of the Company for the year 2024;
3. To consider and approve the annual report for the year 2024;
4. To consider and approve the profit distribution plan for the year 2024;
5. To consider and approve the authorisation of the Company and its majority-owned subsidiaries providing financial assistance to third parties;
6. To consider and approve the authorisation of the Company and its majority-owned subsidiaries providing guarantee to third parties;

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1. To consider and approve the appointment of certified public accountants for the year 2025;

2. THAT

(1) To approve, confirm and ratify the Supplemental Loan Agreement entered into between the Company and Shenzhen Metro Group, and the transactions contemplated thereunder (including the provision of the Asset Collateral in the form of the Share Pledge); and

(2) To authorise any one directors of the Company 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 Supplemental Loan Agreement (including the provision of the Asset Collateral in the form of the Share Pledge).

SPECIAL RESOLUTIONS

1. To consider and approve the resolution in relation to the general mandate to issue additional H shares;

2. To consider and approve the resolution on amendments to the Articles of Association;

3. To consider and approve the resolution on amendments to the Procedural Rules for the General Meeting; and

4. To consider and approve the resolution on amendments to the Procedural Rules for the Board of Directors.

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

Shenzhen, the PRC, 6 June 2025

Notes:

1. For those holders of H shares of the Company who intend to attend the AGM, the shares and the registration documents must be delivered to the H share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong no later than 4:30 p.m. on Monday, 23 June 2025. The holders of the Company's H shares whose names appear on the register of members of the Company on Monday, 23 June 2025 are entitled to attend and vote in respect of the resolutions to be proposed at the AGM.

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

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

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1. The proxy form and the instrument appointing a proxy must be in writing under the hand of the shareholder or his/her 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 of the Company, 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 AGM. In order to be valid, for holders of H shares of the Company, the above documents must be delivered to the H share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong not less than 24 hours before the time appointed for the AGM.

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

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

China Vanke Co., Ltd.*
Vanke Center, No. 33 Huanmei Road, Dameisha, Yantian District, Shenzhen, the PRC
Postal code: 518083

Contact persons: Ms. Li Yuanyuan, Mr. Xu Zhitao
Tel: 86 (755) 2560 6666
Fax: 86 (755) 2553 1696

1. Each shareholder (or his/her proxy) shall exercise his/her 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. XIN Jie, Mr. HU Guobin, Mr. HUANG Liping and Mr. LEI Jiangsong as nonexecutive 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 purpose only