China Vanke Co., Ltd.*

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action you should take, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, certified public accountant or other professional adviser. If you have sold or transferred all your shares in CHINA VANKE CO., LTD.*, you should at once hand this circular to the purchaser or transferee, or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular. No Shareholder receiving a copy of this circular and/or an Election Form in any territory outside Hong Kong may treat the same as an invitation to elect for Shares unless in the relevant territory such invitation could lawfully be made to that Shareholder without China Vanke Co., Ltd.* having to comply with any registration or other legal requirements, governmental or regulatory procedures or any other similar formalities. It is the responsibility of any Shareholder outside Hong Kong who wishes to receive Scrip Shares under the scrip dividend scheme to comply with the laws of the relevant jurisdictions including any applicable procedures or any other similar formalities.

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)

THE SCRIP DIVIDEND SCHEME FOR H SHARES IN DIVIDEND DISTRIBUTION FOR THE YEAR 2020

* For identification purpose only

23 July 2021 DEFINITIONS

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

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

“A Shareholders Class Meeting” the first A Shareholders class meeting of 2021 of the Company convened at 18th Floor, Tower T2, Shum Yip UpperHills (Southern District), No. 5001 Huanggang Road, Shenzhen, Guangdong, the PRC starting from 2:00 p.m. on Wednesday, 30 June 2021

“AGM” the annual general meeting of 2020 of the Company convened at 18th Floor, Tower T2, Shum Yip UpperHills (Southern District), No. 5001 Huanggang Road, Futian District, Shenzhen, Guangdong, the PRC starting from 2:00 p.m. on Wednesday, 30 June 2021

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

“B Shares” foreign shares listed and traded in stock exchange(s) of the PRC

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

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

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

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

“CSDCC” China Securities Depository and Clearing Corporation

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

–1– DEFINITIONS

“Election Form(s)” the form(s) of election in relation to the Scrip Dividend Scheme for the Eligible H Shareholders to elect to receive the 2020 dividend wholly or partly in new H Shares instead of in cash

“Eligible H Shareholder(s)” has the meaning as defined under “10. Scope of Eligible H Shareholders” in “Appendix I Details of Proposed Scrip Dividend Scheme for H Shares in Dividend Distribution for the Year 2020” of this circular

“First H Shareholders Class the first H Shareholders class meeting of 2021 of the Meeting of 2021” or Company convened at 18th Floor, Tower T2, Shum Yip “H Shareholders Class UpperHills (Southern District), No. 5001 Huanggang Meeting” Road, Futian District, Shenzhen, Guangdong, the PRC starting from 2:00 p.m. on Wednesday, 30 June 2021

“Group” or “Vanke” the Company and its subsidiaries

“HK$” Hong Kong dollars, the lawful currency of Hong Kong

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

“H Shareholders” the holders of H Shares

“H Share Registrar” Computershare Hong Kong Investor Services Limited

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

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

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

“Latest Practicable Date” 20 July 2021, being the latest practicable date for ascertaining certain information before the printing of this circular

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

–2– DEFINITIONS

“Macau” the Macau Special Administrative Region of the PRC

“PRC” the People’s Republic of China, which shall, for the purposes of this circular, exclude Hong Kong, Macau and Taiwan

“RMB” Renminbi, the lawful currency of the PRC

“Securities Law” Securities Law of the PRC, as amended from time to time

“Share(s)” the ordinary share(s) of the Company, including A Share(s) and H Share(s)

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

“SZSE” Shenzhen Stock Exchange

“%” per cent

–3– EXPECTED TIMETABLE OF SCRIP DIVIDEND SCHEME FOR H SHARES

The following is a summary of the events in relation to the scrip dividend scheme in the form of a timetable:

Cum-dividend date ...... 12July 2021

Ex-dividend date ...... 13July 2021

Latest time to lodge transfer documents for registration with the H Share Registrar ...... 4:30 p.m. 14 July 2021

Closure of the registers of members of H Shares of the Company for the purpose of determining the H Shareholders’ entitlement to the 2020 dividend ...... 15July 2021 to 20 July 2021 (both days inclusive)

Record Date ...... 20July 2021

Latest time for return of the Election Form to the H Share Registrar (Note 2) ...... 4:30 p.m. 6 August 2021

Despatch of dividend warrants and/or definitive certificates for new H Shares by ordinary mail at the risk of recipients ...... 24August 2021

Expected first day of dealings in new H Shares ...... 25August 2021 (subject to the proper receipt of definitive certificates for the new H Shares by the Eligible H Shareholders)

Notes:

1. The expected timetable is for indication only and may subject to change. Should there be any change, the Company will make a further announcement in due course with respect to such change.

2. All references to dates and time in this circular are to Hong Kong dates and time.

3. If there is a tropical cyclone warning signal number 8 or above or a “black” rainstorm warning signal or post-super typhoon “extreme conditions” are in force in Hong Kong at or at any time prior to 4:30 p.m. on 6 August 2021, the deadline for return of the Election Form will be extended.

–4– LETTER FROM THE BOARD

CHINA VANKE CO., LTD.* 萬科企業股份有限公司 (A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 2202)

Board of Directors Registered office and address of head office Executive Directors Vanke Center Mr. YU Liang No. 33 Huanmei Road Mr. ZHU Jiusheng Dameisha, Yantian District Mr. WANG Haiwu Shenzhen, the PRC

Non-executive Directors Principal place of business in Hong Kong Mr. XIN Jie 55/F, Bank of China Tower Mr. HU Guobin 1 Garden Road Mr. HUANG Liping Hong Kong Mr. LI Qiangqiang

Independent Non-executive Directors Mr. KANG Dian Ms. LIU Shuwei Mr. NG Kar Ling, Johnny Mr. ZHANG Yichen 23 July 2021

To the H Shareholders

Dear Sir or Madam,

THE SCRIP DIVIDEND SCHEME FOR H SHARES IN DIVIDEND DISTRIBUTION FOR THE YEAR 2020

INTRODUCTION

The 2020 dividend distribution plan was considered and approved at the AGM on 30 June 2021. A total of cash dividend of RMB14,522,165,251.25 (inclusive of tax) is proposed for distribution for 2020, representing 34.98% of the profit for the year attributable to equity shareholders of the Company for 2020. There will be no bonus shares or transfer of equity reserve to the share capital of the Company. If, based on the total number of 11,617,732,201 Shares of the Company as at the record date for dividend distribution (“Record Date”), a cash dividend of RMB12.50 (inclusive of tax) will be distributed for every 10 Shares held (“2020 Dividend”).

–5– LETTER FROM THE BOARD

The resolution on the proposed scrip dividend for H Shares in dividend distribution for the year 2020 was also considered and approved at the AGM and Class Meetings of Shareholders. The Company proposes to provide a “scrip dividend” option in the dividend distribution plan for the year 2020 to Eligible H Shareholders, i.e. Eligible H Shareholders may choose the options to receive their dividends in cash or H Shares of the same value (“Scrip Dividend Arrangement for H Shares”).

The purpose of this circular is to set out the procedures which apply in relation to the Scrip Dividend Arrangement for H Shares and the action which should be taken by the Eligible H Shareholders in relation thereto.

SCRIP DIVIDEND SCHEME FOR H SHARES IN DIVIDEND DISTRIBUTION FOR THE YEAR 2020

In accordance with laws and regulations such as the Company Law, the Governance Guidelines of Listed Company, the Mandatory Provisions for the Articles of Association of Companies Listed Overseas and the Listing Rules, the details of the Scrip Dividend Arrangement for H Shares to be implemented in the dividend distribution plan of the Company for the year 2020 are as follows:

1. Ways of receiving 2020 Dividend by Eligible H Shareholders

An Eligible H Shareholder may elect to receive the 2020 Dividend in one of the following ways:

(1) a cash dividend of RMB12.5 (inclusive of tax) for every 10 Shares in respect of all Shares held by him or her on the Record Date; or

(2) wholly in scrip H Shares (calculated as below); or

(3) scrip Shares for a part of his or her Shares (not exceeding the number of Shares held by the H Shareholder on the Record Date) and the remainder in cash.

2. Calculation of the number of scrip H Shares to be received by Eligible H Shareholders

Number of scrip Number of Shares held HK$1.499916 H Shares to be by the Shareholder on (cash received the Record Date for × dividend – Income tax = (rounded down which election for per Share to the nearest scrip Shares is made for 2020) whole number) HK$22.99 (reference price for conversion)

The 2020 Dividend is calculated and declared in Renminbi. The cash dividend to the H Shareholders shall be paid in Hong Kong dollars and calculated at the median exchange rate between Hong Kong dollars and Renminbi (i.e. HK$1: RMB0.83338) as announced by the People’s Bank of China on the first business day in Hong Kong immediately after the date of the general meeting at which the dividend distribution was approved (i.e. 2 July 2021),

–6– LETTER FROM THE BOARD being HK$1.499916 per Share. If Eligible H Shareholders elect to receive scrip H Shares, then its reference price for conversion is the average closing price of H Share as quoted on the Hong Kong Stock Exchange for the five trading days (i.e. 13 July 2021 to 19 July 2021) prior to the Record Date (i.e. 20 July 2021, such date not included), being HK$22.99 (“Conversion Price”).

For PRC Southbound Trading Investors (as defined below), their cash dividend will be paid in Renminbi, which the reference price for conversion is based on the Conversion Price, and converted to Renminbi at the median exchange rate between Hong Kong dollars and Renminbi (i.e. HK$1: RMB0.83338) as announced by the People’s Bank of China on the first business day in Hong Kong (i.e. 2 July 2021) immediately after the date of the general meeting which the dividend distribution was approved, being the reference price for conversion of RMB19.1594062.

3. Fractional entitlements and Shares

The number of scrip Shares to be issued to the Eligible H Shareholders will be rounded down to the nearest whole number. Fractional entitlements (i.e. the part less than 1 Share) to scrip H Shares under options 1(2) and 1(3) above will be disregarded and the benefit thereof will accrue to the Company.

New Shares issued to the Eligible H Shareholders pursuant to an election to receive part or all of their 2020 Dividend in new Shares may be allocated in odd lots. No special dealing arrangements will be put in place by the Company to facilitate the trading or disposal of new Shares issued in odd lots. Eligible H Shareholders should be aware that odd lots usually trade at a discount to the price of board lots.

4. Detail information, ranking and rights of scrip Shares

(1) Type of share: overseas listed foreign shares (H Shares);

(2) Nominal value: RMB1.00 each;

(3) Place of listing: the new H Shares to be issued pursuant to the Scrip Dividend Arrangement for H Shares will be listed and traded on the Hong Kong Stock Exchange. The Company has applied to the Listing Committee of the Hong Kong Stock Exchange for the grant of the listing of, and permission to deal in, the new scrip Shares allotted and issued pursuant the scrip dividend scheme;

(4) Ranking and rights of the scrip Shares: unless otherwise provided by laws and regulations of the PRC and the Articles of Association, the new H Shares issued pursuant to the scrip dividend scheme shall rank pari passu in all respects with the A Shares and H Shares then in issue. For the avoidance of doubt, the scrip Shares will not be entitled to the 2020 Dividend.

–7– LETTER FROM THE BOARD

5. Tax arrangement

The income tax withholding of scrip Shares is deemed to be the income tax of cash dividends. Before the scrip Shares are formally converted and issued, the Company shall withhold such income tax from the cash dividend that any H Shareholder is entitled to receive calculated on the number of Shares held by him on the Record Date, in accordance with relevant income tax laws and regulations of the PRC, and tax treaties between the PRC and other countries and regions.

(1) Overseas Non-resident Enterprise Shareholders

According to the Corporate Income Tax Law of the People’s Republic of China （《中華人民共和國企業所得稅法》） which came into effect on 1 January 2008, its relevant implementation rules and policies, the Company is required to withhold corporate income tax at the rate of 10% before distributing dividends to non-resident enterprise shareholders whose names appear on the register of members of the H shares of the Company. Any H shares registered in the name of non-individual H Shareholders, including Hong Kong Securities Clearing Company Nominees Limited, other nominees, trustees or other groups and organizations will be treated as being held by non-resident enterprise shareholders. Therefore a corporate income tax at the rate of 10% shall be withheld and deducted from the dividends that they are entitled to receive. Should the H Shareholders wish to change their shareholder status, they shall consult with their nominees or trustees regarding the relevant procedures. The Company will withhold the corporate income tax strictly in accordance with the laws or requirements of the relevant governmental departments and based on the Company’s register of members of the H shares on the Record Date.

If any resident enterprise (as defined in the Corporate Income Tax Law of the People’s Republic of China（《中華人民共和國企業所得稅法》）listed on the Company’s register of members of H shares which is duly incorporated in the PRC or under the laws of a foreign country (or a region) but with a PRC-based de facto management body, or any non-residential enterprise from the countries or regions applying a tax rate of less than 10% under tax agreements shall submit relevant evidencing documents, which shall be handed by the Company to the applicable tax authorities for approval in order to obtain refund on the excess portions of the tax amounts being withheld.

If any Shareholders fails to provide the relevant evidencing documents within the given time which leads to any dispute in relation to the withholding or payment of tax, the Company shall not settle claims and assume no responsibility, and the aforementioned enterprise H Shareholders will need to go through all the formalities in person or by agent in accordance with the PRC taxation laws and regulations.

(2) Overseas Individual Shareholders

According to Individual Income Tax Law of the People’s Republic of China（《中華人民共和國個人所得稅法》）, its relevant implementation rules and policies, the Company is required to withhold and pay the individual income tax for individual H Shareholders (“Individual H Shareholders”). The Company shall withhold and pay the

–8– LETTER FROM THE BOARD individual income tax at the tax rate of 10% on behalf of the Individual H Shareholders who are Hong Kong residents, Macau residents or residents of those countries having treaties with China on individual income tax rate of 10% on dividends.

For the Individual H Shareholders who are residents of those countries having treaties with China for individual income tax rate on dividends being higher than 10% but lower than 20%, the Company shall withhold the individual income tax at the applicable tax rate according to the relevant treaties.

For the Individual H Shareholders who are residents of those countries without any tax treaties with China or having treaties with China for a 20% individual income tax rate on dividends or who are under other situations, the Company shall withhold the individual income tax at a tax rate of 20%.

If individual holders appear on the Company’s register of members of H shares and are citizens from the countries or regions applying a tax rate of less than 10% under tax agreements, the Company may handle applications on their behalf for preferential treatments as stipulated in relevant agreements pursuant to the Notice of the State Administration of Taxation on Issues about the Administrative Measures for Non– residents to Enjoy the Treatments of Tax Treaties (Notice of the State Administration of Taxation [2015] No. 60)（《國家稅務總局關於發佈〈非居民納稅人享受稅收協定待遇管理辦法〉的公告》（國家稅務總局公告2015年第60號））. Qualified shareholders are required to submit relevant evidencing documents, which shall be handed by the Company to the applicable tax authorities for approval, in order to obtain refund on the excess portions of the tax amounts being withheld.

The Company will determine the country of domicile of the Individual H Shareholders based on the registered address (the “Registered Address”) as recorded in the register of members of the H shares of the Company on the Record Date, and will accordingly withhold and pay the individual income tax. The Company shall not settle claims and assume no responsibility whatsoever in respect of any claims or disputes arising from the withholding or payment of tax should such claims and disputes arise from delay in or inaccurate determination of the country of domicile of the shareholders of the Company.

(3) Investors of Southbound Trading

For investors (including enterprises and individuals) investing in the H shares of the Company listed on the Hong Kong Stock Exchange through the Shanghai Stock Exchange and Shenzhen Stock Exchange (the “Southbound Trading”), CSDCC, as the nominee of the shareholders of the H shares of the Company of Southbound Trading, will receive 2020 Dividend distributed by the Company to investors of Southbound Trading and distribute such 2020 Dividend to the relevant investors of the H shares of the Company of Southbound Trading through its depositary and clearing system. The 2020 Dividend for the investors of the H shares of the Company of Southbound Trading will be calculated in Renminbi. Pursuant to the relevant requirements, for dividends to be paid to domestic individual investors in China from investing in the H shares of the Company through Southbound Trading, the Company shall withhold and

–9– LETTER FROM THE BOARD

pay individual income tax at the rate of 20% on behalf of such investors. For dividends to be paid to domestic securities investment funds in China from investing in the H shares of the Company through Southbound Trading, the tax treatment shall be the same as that for individual investors. The Company will not withhold and pay the income tax with respect to the dividends for domestic enterprise investors in China investing in the H shares of the Company through Southbound Trading, who shall report and pay the relevant tax themselves.

The Record Date and the date of distribution of dividends and other arrangements for the investors of Southbound Trading will be the same as those for the H Shareholders.

(4) Eligible H Shareholders Who Choose to Receive Scrip Shares

If Eligible H Shareholders choose to receive scrip shares (no matter receive the 2020 Dividend wholly or partly in new shares), the Company is required to withhold income tax at appropriate rate according to abovementioned types of H Shareholders before convert cash dividend into H shares.

6. Implementation period of the Scrip Dividend Arrangement for H Shares

The implementation of the Scrip Dividend Arrangement for H Shares will be completed on or about 25 August 2021.

7. Benefits of the Scrip Dividend Arrangement for H Shares

Upon implementation of the scrip dividend scheme by the Company, the Shareholders are free to make their decisions to reinvest their dividends or obtain cash based on their own investment judgment or their cash needs. The scrip dividend scheme provides Shareholders with a right to satisfy the investment needs of different types of Shareholders and fully respects their personal wishes. The Directors consider that the implementation of the Scrip Dividend Arrangement for H Shares can effectively protect the rights and interests of Shareholders, broaden the means of dividend distribution, and give the Eligible H Shareholders an opportunity to increase their investment in the Company at market value without incurring brokerage fees, stamp duty and related dealing costs. It will also benefit the Company’s long-term development to the extent that such cash which would otherwise have been paid to the Eligible H Shareholders who elect to receive the new Shares in lieu of the cash dividend, either in whole or in part, will be retained for use as working capital by the Company. Therefore, the scrip dividend scheme will benefit both the Shareholders and the Company.

–10– LETTER FROM THE BOARD

8. Conditions for effectiveness

The Scrip Dividend Arrangement for H Shares is conditional upon obtaining the approval of the Listing Committee of the Hong Kong Stock Exchange for the listing of, and permission to deal in, the new Shares issued pursuant to the Scrip Dividend Arrangement for H Shares.

The Company has made application to Listing Committee of the Hong Kong Stock Exchange for the grant of the listing of, and permission to deal in, the new Shares. It is expected that the dividend warrants and/or the definitive certificates for the new Shares (in case the Eligible H Shareholders have elected to receive part or all of their dividend for the year 2020 in the form of new Shares) will be posted to the respective Shareholders by ordinary mail at their own risk on 24 August 2021. Dealings in the new Shares on the Hong Kong Stock Exchange are expected to commence on 25 August 2021, subject to the proper receipt of the definitive certificates for the new Shares by the relevant Eligible H Shareholders.

Subject to the granting of the listing of, and permission to deal in, the new Shares issued pursuant to the scrip dividend scheme on the Hong Kong Stock Exchange, such new Shares will be accepted as eligible securities by Hong Kong Securities Clearing Company Limited for deposit, clearance and settlement in the Central Clearing and Settlement System with effect from the commencement date of dealings in the new Shares on the Hong Kong Stock Exchange or such other date as determined by Hong Kong Securities Clearing Company Limited. Shareholders should seek the advice of their licensed securities dealer or registered institution in securities or other professional adviser for details of these settlement arrangements and how such arrangements will affect their rights and interests.

If the above conditions are not satisfied, the Scrip Dividend Arrangement for H Shares will be void and the Company shall pay the 2020 Dividend to H Shareholders wholly in cash.

H Shares are listed on and traded on the Hong Kong Stock Exchange, and A Shares are listed on and traded on SZSE.

–11– LETTER FROM THE BOARD

As of the Latest Practicable Date, the Company listed below bonds on SZSE:

Abbreviation Balance Interest Name of bonds of bonds Issue Date Due Date of bonds rate (RMB’0000)

China Vanke Co., Ltd. corporate bonds 17 Vanke 01 14 July 2017 to 18 18 July 2022 819.43 1.90% in 2017 (first tranche) July 2017 China Vanke Co., Ltd. 2018 corporate 18 Vanke 01 8 August 2018 to 9 9 August 2023 67,362 4.05% bonds specialized in rental housing August 2018 to qualified investors in public (first tranche) China Vanke Co., Ltd. 2018 corporate 18 Vanke 02 26 October 2018 to 29 October 89,204 4.18% bonds specialized in rental housing 29 October 2018 2023 to qualified investors in public (second tranche) China Vanke Co., Ltd. 2019 corporate 19 Vanke 01 25 February 2019 to 26 February 200,000 3.65% bonds specialized in rental housing 26 February 2019 2024 to qualified investors in public (first tranche) China Vanke Co., Ltd. 2019 corporate 19 Vanke 02 25 September 2019 26 September 250,000 3.55% bonds specialized in rental housing to 26 September 2024 to qualified investors in public 2019 (second tranche) China Vanke Co., Ltd. 2020 corporate 20 Vanke 01 13 March 2020 to 16 16 March 2025 150,000 3.02% bonds to qualified investors in March 2020 public (first tranche) (variety I) China Vanke Co., Ltd. 2020 corporate 20 Vanke 02 13 March 2020 to 16 16 March 2027 100,000 3.42% bonds to qualified investors in March 2020 public (first tranche) (variety II) China Vanke Co., Ltd. 2020 corporate 20 Vanke 03 18 May 2020 to 19 19 May 2025 100,000 2.56% bonds to qualified investors in May 2020 public (second tranche) (variety I) China Vanke Co., Ltd. 2020 corporate 20 Vanke 04 18 May 2020 to 19 19 May 2027 150,000 3.45% bonds to qualified investors in May 2020 public (second tranche) (variety II) China Vanke Co., Ltd. 2020 corporate 20 Vanke 05 18 June 2020 to 19 19 June 2025 80,000 3.20% bonds to qualified investors in June 2020 public (third tranche) (variety I) China Vanke Co., Ltd. 2020 corporate 20 Vanke 06 18 June 2020 to 19 19 June 2027 120,000 3.90% bonds to qualified investors in June 2020 public (third tranche) (variety II) China Vanke Co., Ltd. 2020 corporate 20 Vanke 07 12 November 2020 13 November 38,100 3.50% bonds to qualified investors in to 13 November 2025 public (fourth tranche) (variety I) 2020 China Vanke Co., Ltd. 2020 corporate 20 Vanke 08 12 November 2020 13 November 160,000 4.11% bonds to qualified investors in to 13 November 2027 public (fourth tranche) (variety II) 2020

–12– LETTER FROM THE BOARD

Abbreviation Balance Interest Name of bonds of bonds Issue Date Due Date of bonds rate (RMB’0000)

China Vanke Co., Ltd. 2021 corporate 21 Vanke 01 21 January 2021 to 22 January 190,000 3.38% bonds specialized in rental housing 22 January 2021 2024 to qualified investors in public (first tranche) (variety I) China Vanke Co., Ltd. 2021 corporate 21 Vanke 02 21 January 2021 to 22 January 110,000 3.98% bonds specialized in rental housing 22 January 2021 2028 to qualified investors in public (first tranche) (variety II) China Vanke Co., Ltd. 2021 corporate 21 Vanke 03 19 May 2021 to 20 20 May 2026 100,000 3.40% bonds to professional investors in May 2021 public (second tranche) (variety I) China Vanke Co., Ltd. 2021 corporate 21 Vanke 04 19 May 2021 to 20 20 May 2028 56,600 3.70% bonds to professional investors in May 2021 public (second tranche) (variety II)

21 Vanke 01 was attached with the issuer’s call option at the end of the second year, coupon adjustment option and investors’ put option.

18 Vanke 02, 19 Vanke 01 and 19 Vanke 02 were all attached with the coupon adjustment option and investors’ put option at the end of the third year. 20 Vanke 01, 20 Vanke 03, 20 Vanke 05, 20 Vanke 07 and 21 Vanke 03 were all attached with the issuer’s call option, coupon adjustment option and investors’ put option at the end of the third year. 20 Vanke 02, 20 Vanke 04, 20 Vanke 06, 20 Vanke 08, 21 Vanke 02 and 21 Vanke 04 were all attached with the issuer’s call option, coupon adjustment option and investors’ put option at the end of the fifth year. As at the Latest Practicable Date, none of the options were exercised.

17 Vanke 01 and 18 Vanke 01 exercised coupon adjustment option and investor’s put option. The Company bought back part of its existing bonds “17 Vanke 01” and “18 Vanke 02”. The investors exercised put option on all balance of existing bond “18 Vanke 01”, which will be completed by 9 August 2021.

Save as disclosed above, no equity or debt securities of the Company is listed, or dealt in, on any other stock exchange, nor is listing, or permission to deal in, on any other exchange being, or proposed to be, sought.

9. Election Form

The Election Form is enclosed with this circular for use by the Eligible H Shareholders who wish to elect to receive the Final Dividend wholly in Scrip Shares, or partly in cash and partly in Scrip Shares. Please read carefully the instructions below and the instructions printed on the Election Form.

–13– LETTER FROM THE BOARD

(a) To receive only cash for the final dividend

If you wish to receive only cash for the 2020 Dividend, you do not need to take any action.

(b) To receive partly in cash and partly in scrip Shares for the final dividend

If an Eligible H Shareholder elects to receive the 2020 Dividend partly in cash and partly in new Shares, the Eligible H Shareholder should complete the Election Form. Please enter in Box C of the Election Form the number of Shares which you held on the Record Date for which you require the final dividend to be paid in scrip Shares. Then sign, date, and return the Election Form.

If an Eligible H Shareholder signs the Election Form but does not specify the number of Shares in respect of which he wishes to receive new Shares in lieu of the cash dividend, or if an Eligible H Shareholder elects to receive new Shares in respect of a greater number of Shares than his registered holding as at the Record Date, then in either case, the Eligible H Shareholder will be deemed to have exercised his or her election to receive new Shares only in respect of all the Shares registered in his name on the Record Date.

The Election Form should be completed in accordance with the instructions printed thereon and returned to the H Share Registrar at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong so as to be received no later than 4:30 p.m. on 6 August 2021. Late submissions of the Election Form will not be accepted.

No acknowledgement of receipt of the Election Form will be issued. Elections in respect of the 2020 Dividend cannot be in any way withdrawn, revoked, superseded or altered after the relevant Election Forms are signed and lodged with the H Share Registrar.

The latest time for return of the Election Form will be extended, as the case may be, in accordance with (a) or (b) below if a tropical cyclone warning signal number 8 or above or a “black” rainstorm warning signal or post-super typhoon “extreme conditions” are in force in Hong Kong:

(a) at any time before 12:00 noon and no longer in force after 12:00 noon on 6 August 2021. The latest time for return of the Election Form will be extended to 5:00 p.m. on the same business day; or

(b) at any time between 12:00 noon and 4:30 p.m. on 6 August 2021. The latest time for return of the Election Form will be extended to 4:30 p.m. on the next business day when none of the above warning signals is in force at any time between 9:00 a.m. and 4:30 p.m..

–14– LETTER FROM THE BOARD

10. Scope of Eligible H Shareholders

Eligible H Shareholders include:

(1) Shareholders whose registered addresses in the H Share Register are Hong Kong;

(2) PRC Southbound Trading investors who hold H Shares through CSDCC (as the nominee for Shanghai-Hong Kong Stock Connect and Shenzhen-Hong Kong Stock Connect) (“PRC Southbound Trading Investors”) (for the avoidance of doubt, excluding “PRC B to H Conversion Investors”, as defined below);

(3) Shareholders whose registered addresses in the H Share Register are overseas (excluding addresses in jurisdictions with laws and regulations restricting or prohibiting their receipt of scrip dividend).

1. PRC Southbound Trading Investors (excluding “PRC B to H Conversion Investors” for the avoidance of doubt)

In respect of the PRC Southbound Trading Investors (excluding “PRCBtoH Conversion Investors” for the avoidance of doubt), the Company has been notified by CSDCC on 28 June 2021 that the PRC Southbound Trading Investors can participate in the Scrip Dividend Arrangement for H Shares through the nominee service provided by CSDCC. PRC Southbound Trading Investors should seek advice from their intermediary (including broker, custodian, nominee or CSDCC participants) and/or other professional advisers for details of the logistical arrangements as required by CSDCC, and provide instructions with such intermediary in relation to the election to receive the scrip Shares.

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2. PRC B to H Conversion Investors

According to policies and mechanism for conversion of B Shares to H Shares of PRC and related enquiry made by the Company, and after careful consideration of the Company, PRC investors who converted their B Shares to H Shares (“Coverted H Shares”) following the Company’s arrangement pursuant to the change of listing location of the Company’s B Shares for listing on the main board of SEHK by introduction in 2014 (“PRC B to H conversion”) and are still holding and have not declared the selling of such Converted H Shares (“PRC B to H Conversion Investors”), such PRC B to H Conversion Investors cannot participate in the scrip dividend scheme for H Shares as their securities are restricted to selling declaration only and not permitted for buying declaration. Therefore, for the PRC B to H Conversion Investors this circular is regarded as reference only. The Company will pay the 2020 Dividend to PRC B to H Conversion Investors wholly in cash. Such PRC B to H Conversion Investors are not entitled to make any claim on the Company or any of its agents for the Company’s not offering the scrip dividend scheme for H Shares to them.

3. Overseas Shareholders

The circular for the Scrip Dividend Arrangement for H Shares and the Election Form will not be registered or filed under the securities laws or equivalent legislation of any jurisdiction. No overseas Shareholder receiving a copy of the circular and/or the Election Form in any territory outside Hong Kong may treat the same as an invitation to participate in the Scrip Dividend Arrangement for H Shares unless such invitation could lawfully be made to him/her without the Company having to comply with any registration or other requirements or formalities in the relevant jurisdiction. Shareholders residing in a jurisdiction where it would be illegal for the Company to make such an invitation will be deemed to have received the circular and/or the Election Form for information only. For the avoidance of doubt, the new Shares are not being offered to the public (other than the Eligible H Shareholders) and the Election Forms are non-transferable.

Pursuant to Rule 13.36(2) and 19A.38 of the Listing Rules, the Company has made enquiry in respect of the legal restrictions under the laws of the relevant places and the requirements of the relevant regulatory body or stock exchange in those places for the Company to extend the scrip dividend scheme to the overseas H Shareholders. Based on the H Share Registrar of the Company as at the close of the Latest Practicable Date, there was one H Shareholder in Macau (as at the Latest Practicable Date, that Shareholder held 6 H Shares, representing approximately 0% of the issued share capital of the Company). The Directors note that, according to the requirements of regulatory body or stock exchange in Macau, there is no legal restriction for the Company to offer new Shares to the Shareholder with address in Macau. The Directors, after having carefully weighed the time and costs involved to process the execution of the options (i.e. process the Election Form, the calculation of entitlements, arrange the postal of relevant shareholders communications) under the fact that such amount of shares will only be entitled to fractional entitlements (i.e. the part less than 1 Share), which will be disregarded, and the scrip dividend scheme would not bring any actual

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benefit to H Shareholder with registered address in Macau, have decided that it would be necessary and expedient to exclude the H Shareholder having registered address in Macau as at the Record Date from the scrip dividend scheme and no Election Form is being sent to the abovementioned H Shareholder.

11. Effect of the Scrip Dividend Arrangement for H Shares

Based on the 1,893,535,668 H Shares in issue currently, and the final dividend for the year 2020 of RMB1.25 per Share (inclusive of tax), the total cash dividend of H Shares payable by the Company will be approximately RMB2.367 billion (inclusive of tax), if all H Shareholders elect to receive cash dividend, which is equivalent to approximately HK$2.840 billion calculated, for instance, at the median exchange rate between Hong Kong dollars and Renminbi (HK$1: RMB0.83338) as announced by the People’s Bank of China on the first trading day after the AGM. If all H Shareholders elect to receive their final dividend in form of scrip Shares in lieu of cash, and assuming, for instance, the average closing price of H Share for the five trading days prior to the Record Date, i.e. five trading days between 13 July 2021 and 19 July 2021, is HK$22.99, a maximum of approximately 123.5 million scrip H Shares will be issued, representing approximately 6.52% of the total number of issued H Shares of the Company and approximately 1.06% of the total number of issued Shares of the Company.

Shareholders should note that their acceptance of the scrip Shares may lead to their obligation to make disclosure according to requirements under Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). Shareholders who are in any doubt as to how these provisions may affect them are recommended to consult their own professional advisers.

Whether or not it is in the Eligible H Shareholders’ advantage to receive cash or new Shares, in whole or in part, will depend on the individual circumstances of the Eligible H Shareholders. Therefore, each Eligible H Shareholder has to make his own decision and be solely responsible for the effects resulting therefrom. If the Eligible H Shareholders are in doubt as to what to do, they should consult their own professional advisers. By choosing Scrip Dividend Arrangement for H Shares to receive their dividends in H shares, the Eligible H Shareholders:

(1) agree with the Company and each shareholder of the Company, and the Company agrees with each shareholder, to observe and comply with the Company Law, the Regulations and the articles of association of the Company.

(2) agree with the Company, each shareholder, director, supervisor, manager and officer of the Company and the Company acting for itself and for each director, supervisor, manager and officer agrees with each shareholder to refer all differences and claims arising from the articles of association or any rights or obligations conferred or imposed by the Company Law or other relevant laws and administrative regulations concerning the affairs of the Company to arbitration in accordance with the articles of association, and any reference to arbitration shall be deemed to authorise the arbitration tribunal to conduct hearing in open session and to publish its award. Such arbitration shall be final and conclusive.

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(3) agree with the Company and each shareholder of the Company that shares in the Company are freely transferable by the holder thereof.

(4) authorise the Company to enter into a contract on his behalf with each director and officer whereby such directors and officers undertake to observe and comply with their obligations to shareholders stipulated in the articles of association.

12. Recommendation and Advice

Whether or not it is to your advantage to receive cash or the Scrip Shares, in whole or in part, depends upon your own individual circumstances, and the decision in this regard and all effects resulting therefrom are the sole responsibility of each Shareholder. If you are in doubt as to what to do, you should consult your professional advisers.

Shareholders who are trustees are recommended to take professional advice as to whether the choice of Scrip Shares is within their powers and as to its effect having regard to the terms of the relevant trust instrument.

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

* For identification purpose only

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