THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspects of this circular or as to the action to be taken, you should consult a licensed securities dealer or registered institution in securities, a bank manager, solicitor, certified public accountant or other professional advisors. 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.
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) REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2020 (2) REPORT OF THE SUPERVISORY COMMITTEE FOR THE YEAR 2020 (3) 2020 ANNUAL REPORT (4) DIVIDEND DISTRIBUTION PLAN FOR THE YEAR 2020 (5) PROPOSED SCRIP DIVIDEND SCHEME FOR H SHARES IN DIVIDEND DISTRIBUTION FOR THE YEAR 2020 (6) RE-APPOINTMENT OF CERTIFIED PUBLIC ACCOUNTANTS FOR THE YEAR 2021 (7) AUTHORISATION OF THE COMPANY AND ITS MAJORITY-OWNED SUBSIDIARIES PROVIDING FINANCIAL ASSISTANCE TO THIRD PARTIES (8) AUTHORISATION OF GUARANTEE BY THE COMPANY TO ITS MAJORITY-OWNED SUBSIDIARIES (9) GENERAL MANDATE TO ISSUE ADDITIONAL H SHARES (10) GENERAL MANDATE FOR REPURCHASE OF SHARES (11) PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION (12) PROPOSED AMENDMENTS TO THE PROCEDURAL RULES FOR THE GENERAL MEETING (13) PROPOSED AMENDMENTS TO THE PROCEDURAL RULES FOR THE BOARD OF DIRECTORS (14) PROPOSAL ON PURCHASING LIABILITY INSURANCE FOR DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT (15) PROPOSED APPOINTMENT OF DIRECTOR (16) NOTICE OF THE 2020 ANNUAL GENERAL MEETING AND THE FIRST H SHAREHOLDERS CLASS MEETING OF 2021
IMPORTANT NOTICE: THE SOLE PURPOSE OF DISTRIBUTING THIS CIRCULAR IS TO PROVIDE YOU WITH INFORMATION REGARDING THE AGM AND H SHAREHOLDERS CLASS MEETING, SO THAT YOU MAY MAKE AN INFORMED DECISION ON VOTING IN RESPECT OF THE RESOLUTIONS TO BE TABLED AT THE AGM AND/ OR H SHAREHOLDERS CLASS MEETING. A letter from the Board is set out on pages 5 to 14 of this circular. The Company will convene the AGM and H Shareholders Class Meeting at Vanke Center, No. 33 Huanmei Road, Dameisha, Yantian District, Shenzhen, the PRC starting from 2:00 p.m. on Wednesday, 30 June 2021. The notice regarding the AGM and H Shareholders Class Meeting is set out on pages 44 to 46 of this circular. For those who intend to direct a proxy to attend the AGM and/or H Shareholders Class Meeting, please complete the proxy form of the AGM and/or the proxy form of H Shareholders Class Meeting and return the same in accordance with the instructions printed thereon. To be valid, for holders of A Shares, the Proxy Form of the AGM, together with the notarised power of attorney or other document of authorisation (if any), must be delivered to the office of the Board at Vanke Center, No. 33 Huanmei Road, Dameisha, Yantian District, Shenzhen, the PRC not less than 24 hours before the time appointed for the holding of the AGM or any adjournment thereof; for holders of H Shares, the Proxy Form of the AGM and/or the proxy form of H Shareholders Class Meeting 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 AGM and/or H Shareholders Class Meeting or any adjournment thereof. Completion and return of the Proxy Form of the AGM and/or the proxy form of H Shareholders Class Meeting will not preclude you from attending and voting in person at the AGM and/or Class Meetings of Shareholders or any adjourned meeting should you so wish.
* For identification purpose only
28 May 2021 TABLE OF CONTENTS
Page
DEFINITIONS ...... 1
TIMETABLE OF PROPOSED SCRIP DIVIDEND SCHEME FOR H SHARES ... 4
LETTER FROM THE BOARD ...... 5
APPENDIX I – DETAILS OF PROPOSED SCRIP DIVIDEND SCHEME FOR H SHARES IN DIVIDEND DISTRIBUTION FOR THE YEAR 2020 ...... 15
APPENDIX II – DETAILS OF GENERAL MANDATE TO ISSUE ADDITIONAL H SHARES...... 26
APPENDIX III – DETAILS OF GENERAL MANDATE FOR REPURCHASE OF SHARES ...... 29
APPENDIX IV – EXPLANATORY STATEMENT...... 32
APPENDIX V – DETAILS OF PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION ...... 36
APPENDIX VI – DETAILS OF PROPOSED AMENDMENTS TO THE PROCEDURAL RULES FOR THE GENERAL MEETING...... 40
APPENDIX VII – DETAILS OF PROPOSED AMENDMENTS TO THE PROCEDURAL RULES FOR THE BOARD OF DIRECTORS ...... 42
APPENDIX VIII – DETAILS OF PROPOSED APPOINTMENT OF MR. HUANG LIPING AS A NON-EXECUTIVE DIRECTOR ...... 43
NOTICE OF THE 2020 ANNUAL GENERAL MEETING AND THE FIRST H SHAREHOLDERS CLASS MEETING OF 2021 ...... 44
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:
“2020 Annual Report” the 2020 annual report despatched by the Company on 21 April 2021
“2020 General Mandate for H the general mandate to issue H Shares to be granted to Shares” the Board of Directors by Shareholders at the 2020 annual general meeting to be held on 30 June 2021, details are set out in the Appendix II of this circular
“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 2021 A shareholders class meeting of the Company or any adjournment thereof to be convened at Vanke Center, No. 33 Huanmei Road, Dameisha, Yantian District, Shenzhen, the PRC starting from 2:00 p.m. on Wednesday, 30 June 2021 (or immediately after the conclusion of the AGM)
“AGM” the annual general meeting of 2020 of the Company or any adjournment thereof to be convened at Vanke Center, No. 33 Huanmei Road, Dameisha, Yantian District, Shenzhen, the PRC starting from 2:00 p.m. on 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
“Chairman” the chairman of the Board
“Class Meeting(s) of A Shareholders Class Meeting and H Shareholders Shareholders” Class Meeting
“Company” China Vanke Co., Ltd.*（萬科企業股份有限公司）, a joint stock company established in the PRC with limited liability on 30 May 1984, the H Shares of which are listed on the Hong Kong Stock Exchange (Stock Code: 2202) and the A Shares of which are listed on the SZSE (stock code: 000002)
–1– DEFINITIONS
“Company Law” company law of the PRC, as amended from time to time
“CSRC” China Securities Regulatory Commission
“Director(s)” the director(s) of the Company
“Eligible H Shareholder(s)” has the meaning as defined under “11. 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
“Executive Director(s)” the executive director(s) of the Company
“First H Shareholders Class the first class meeting of the H Shareholders of the Meeting of 2021” or Company of 2021 and any adjournment thereof to be “H Shareholders Class convened at Vanke Center, No. 33 Huanmei Road, Meeting” Dameisha, Yantian District, Shenzhen, the PRC starting from 2:00 p.m. on Wednesday, 30 June 2021 (or immediately after the conclusion of the AGM)
“General Mandate for Repurchase the general mandate to repurchase not exceed 10% of of Shares” the total number of Shares in issue at the date of passing the relevant resolutions by the Company, details are set out in Appendix III of this circular
“General Meeting(s)” the general meeting(s) held by the Company from time to time
“Group” or “Vanke” the Company and its subsidiaries
“HK$” Hong Kong dollar, 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
–2– DEFINITIONS
“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” 24 May 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
“Macau” the Macau Special Administrative Region of the PRC
“Non-executive Director(s)” the non-executive director(s) of the Company
“PRC” the People’s Republic of China, which shall, for the purposes of this circular, exclude Hong Kong, Macau and Taiwan
“Procedural Rules for the procedural rules for the General Meeting of the the General Meeting” Company, as amended from time to time
“Procedural Rules for the Board the procedural rules for the Board of Directors of the of Directors” Company, as amended from time to time
“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)
“Supervisor(s)” the member(s) of the Supervisory Committee
“Supervisory Committee” the supervisory committee of the Company
“SZSE” Shenzhen Stock Exchange
“%” per cent
–3– TIMETABLE OF PROPOSED 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. All references to dates and time in this circular are to Hong Kong dates and time.
2. 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. LI Qiangqiang Hong Kong
Independent Non-executive Directors Mr. KANG Dian Ms. LIU Shuwei Mr. NG Kar Ling, Johnny Mr. ZHANG Yichen 28 May 2021 To the Shareholders
Dear Sir/Madam,
(1) REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2020 (2) REPORT OF THE SUPERVISORY COMMITTEE FOR THE YEAR 2020 (3) 2020 ANNUAL REPORT (4) DIVIDEND DISTRIBUTION PLAN FOR THE YEAR 2020 (5) PROPOSED SCRIP DIVIDEND SCHEME FOR H SHARES IN DIVIDEND DISTRIBUTION FOR THE YEAR 2020 (6) RE-APPOINTMENT OF CERTIFIED PUBLIC ACCOUNTANTS FOR THE YEAR 2021 (7) AUTHORISATION OF THE COMPANY AND ITS MAJORITY-OWNED SUBSIDIARIES PROVIDING FINANCIAL ASSISTANCE TO THIRD PARTIES (8) AUTHORISATION OF GUARANTEE BY THE COMPANY TO ITS MAJORITY-OWNED SUBSIDIARIES (9) GENERAL MANDATE TO ISSUE ADDITIONAL H SHARES (10) GENERAL MANDATE FOR REPURCHASE OF SHARES (11) PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION (12) PROPOSED AMENDMENTS TO THE PROCEDURAL RULES FOR THE GENERAL MEETING (13) PROPOSED AMENDMENTS TO THE PROCEDURAL RULES FOR THE BOARD OF DIRECTORS (14) PROPOSAL ON PURCHASING LIABILITY INSURANCE FOR DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
–5– LETTER FROM THE BOARD
(15) PROPOSED APPOINTMENT OF DIRECTOR (16) NOTICE OF THE 2020 ANNUAL GENERAL MEETING AND THE FIRST H SHAREHOLDERS CLASS MEETING OF 2021
INTRODUCTION
The purpose of this circular is to provide you with information reasonably necessary for the AGM and H Shareholders Class Meeting in order to enable you to make an informed decision on whether to vote for or against the resolutions to be proposed at the AGM and/or H Shareholders Class Meeting.
RESOLUTIONS PROPOSED AT THE AGM AND/OR H SHAREHOLDERS CLASS MEETING
Resolutions to be considered at the AGM and H Shareholders Class Meeting are set out in the notice of AGM and H Shareholders Class Meeting, and the notice in relation to the notice of AGM and H Shareholders Class Meeting is set out on pages 44 to 46 of this circular. Details of resolutions proposed at the AGM and/or H Shareholders Class Meeting are set out below:
1. To consider and approve the report of the Board of Directors for the year 2020
An ordinary resolution will be proposed at the AGM to approve the report of the Board of Directors for the year 2020, the text of which is set out in the 2020 Annual Report.
2. To consider and approve the report of the Supervisory Committee for the year 2020
An ordinary resolution will be proposed at the AGM to approve the report of the Supervisory Committee for the year 2020, the text of which is set out in the 2020 Annual Report.
3. To consider and approve the 2020 Annual Report
An ordinary resolution will be proposed at the AGM to approve the 2020 Annual Report.
4. To consider and approve the dividend distribution plan for the year 2020
In accordance with audit under International Financial Reporting Standards, the Group, in its consolidated financial statements, realized profit for the year attributable to equity shareholders of the Company for 2020 amounted to RMB41,515,544,941.31. Net profit attributable to the parent company amounted to RMB40,984,723,712.04.
According to the relevant rules and requirements of the Company Law and the Articles of Association, after the Company appropriated 65% of the net profit of the Company to discretionary surplus reserve, profit available for appropriation for the year 2020 amounted
–6– LETTER FROM THE BOARD to RMB14,344,653,299.21. Taking into account the undistributed profit at the beginning of 2020 of RMB1,101,700,291.72, profit of the Company available for appropriation at the end of 2020 amounted to RMB15,446,353,590.93.
The proposal made by the Board in relation to 2020 dividend distribution is as follows: 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 Latest Practicable Date, a cash dividend of RMB12.50 (inclusive of tax) will be distributed for every 10 Shares held. If any circumstances, such as issuance of new shares, share repurchase or conversion of any convertible bonds into share capital before the record date for dividend distribution, results in a change of the total number of Shares on the record date for dividend distribution, dividend per Share shall be adjusted accordingly on the premise that the total dividend amount remains unchanged.
For the purpose of determining Shareholders’ respective entitlements to the 2020 dividend, the register of members will be closed from 15 July 2021 to 20 July 2021 (both days inclusive). The latest time by which transfers will be accepted for registration for entitlement to the 2020 dividend is 4:30 p.m. on 14 July 2021.
5. To consider and approve the scrip dividend scheme for H Shares in dividend distribution for the year 2020
In order to effectively protect the rights and interests of shareholders and broaden the means of dividend distribution, the Company will propose a special resolution at the AGM and the Class Meetings of Shareholders respectively for approval of the 2020 profit distribution plan to provide the scrip dividend option to H Shareholders, i.e. Eligible H Shareholders may choose the options to receive their dividends in cash or shares of the same value. Details of which are set out in Appendix I of this circular.
6. To consider and approve the resolution in relation to the re-appointment of certified public accountants for the year 2021
An ordinary resolution will be proposed to the AGM for approval on the re-appointment of KPMG Huazhen LLP to audit the financial statements for the year 2021 of the Company to be prepared in accordance with the PRC Accounting Standards for Business Enterprises, and prepare an internal control audit report, and review the interim financial report for the year 2021 of the Company to be prepared in accordance with the PRC Accounting Standards for Business Enterprises; to re-appoint KPMG to audit the financial statements for the year 2021 of the Company, and review the interim financial report for the year 2021 of the Company to be prepared in accordance with the International Financial Reporting Standards.
The remuneration for the auditing services to KPMG Huazhen LLP and KPMG in 2021 will be RMB16.80 million, which will not cover fees for auditing services such as auditing and financing rating support for any other subsidiaries and associates. The Company will not be responsible for tax expenses, travelling expenses or any other expenses.
–7– LETTER FROM THE BOARD
7. To consider and approve the resolution in relation to the authorisation of the Company and its majority-owned subsidiaries providing financial assistance to third parties
As the real estate development mostly adopts project company model, the registered capital of project companies is usually insufficient to cover the funds needed for the project operations, and short-term input (borrowings) provided by the shareholders of the project companies are needed. In order to continue to provide the necessary capital for the operation and development of project companies, increase the efficiency in decision-making, accelerate construction progress of projects and enhance return to shareholders, an ordinary resolution will be proposed to the AGM for approval on authorising the Board (or its designated person(s)) to decide on the arrangements for the provision of financial assistance to third parties by the Company and its majority-owned subsidiaries within a specified amount, in accordance with the requirements of the abovementioned regulations. Details of the authorisation are as follow:
(1) The financial assistance proposed for consideration under this resolution refers to the actions of the Company and its majority-owned subsidiaries to provide funds or entrusted loans to third parties, with or without consideration, and the target of such financial assistance shall be project companies established for commencing real estate business by the Company or its subsidiaries, and shall be unconsolidated project companies or project companies with no more than 50% of equity interest attributable to the Company, or majority-owned subsidiaries invested and formed by the Company and its related parties. The target of financial assistance shall not be Directors, Supervisors, senior management, Shareholders with 5% or above shareholdings, de facto controller(s) and legal persons or other organizations under its control.
(2) The target of such financial assistance shall be engaged in real estate development as its sole main business. The capital of financial assistance shall only be applied for the target’s main business. The target’s latest audited debt-asset ratio may exceed 70%.
(3) The Company shall provide financial assistance to the target in proportion to its capital contribution, that means other shareholders or any cooperating parties of the target which accept the financial assistance shall also provide financial assistance in proportion to their capital contributions under similar conditions, such as amount, term of financing, interest rates, covenant and guarantee measures, etc..
(4) The total net amount of the additional authorised financial assistance shall not exceed 50% of the Company’s latest audited net assets, which is RMB112.255 billion. The amount of financial assistance to a single company shall not exceed 10% of the Company’s latest audited net assets, which is RMB22.451 billion. Within such limits, the funds may be used on a rolling basis, and the total net amount of the newly-added financial assistance at any point of time shall not exceed the authorised limit passed at the AGM.
–8– LETTER FROM THE BOARD
(5) Sources of the financial assistance shall be internal resources and self-raised capital of the Company.
(6) To enhance the decision-making efficiency, the Board proposes to the AGM to authorise the Board to decide on financial assistance matters in compliance with the aforementioned conditions. Upon receiving the authorisation from the AGM, the Board shall simultaneously authorise the Company’s president to make relevant decisions.
(7) The above authorisation shall be in force from the date of approval of the resolution at the AGM to the date of the 2021 annual general meeting of the Company.
8. To consider and approve the resolution in relation to the authorisation of guarantee by the Company to its majority-owned subsidiaries
In order to promote business development, resolve the funds needed for the operational development of the Company’s consolidated project companies, ensure the project progress is in line with the operational plans of the Company and increase the Shareholders’ return, an ordinary resolution will be proposed at the AGM for approval of authorising the Board (or its designated person(s)) to provide guarantee to its majority-owned subsidiaries within a specified amount. Details of the authorization are as follow:
1. The Company provides guarantee to its majority-owned subsidiaries
The Company provides guarantee for its majority-owned subsidiaries on their credit business and other businesses with banks and other financial institutions, the total amount of newly-added guarantee provided within the authorization period shall not exceed RMB30 billion. Of which, the amount of newly added guarantee provided by the Company and its majority-owned subsidiaries to other majority-owned subsidiaries of the Company with a gearing ratio over 70% shall not exceed RMB20 billion; the amount of newly-added guarantee provided by the Company and its majority-owned subsidiaries to majority-owned subsidiaries of the Company with a gearing ratio below 70% shall not exceed RMB10 billion.
2. The accumulative amount of external guarantees and amount of overdue guarantee
As of 31 December 2020, the Group’s guarantee balance amounted to RMB32,646 million, accounting for 14.54% of the Company’s audited net assets attributable to equity shareholders of the Company. Of which, the guarantee balance provided by the Company and its majority-owned subsidiaries to other majority-owned subsidiaries of the Company amounted to RMB17.198 billion, while the guarantee balance provided by the Company and its majority-owned subsidiaries to associates and joint ventures amounted to RMB15.449 billion.
–9– LETTER FROM THE BOARD
The matters of providing guarantee by the Group have performed corresponding approval procedures of the general meeting in accordance with relevant laws and regulations, and the Articles of Association, and are in compliance with the relevant regulations with no overdue guarantee.
3. The arrangement on transferring the authorization and the authorization period
In order to increase the efficiency in decision-making, the Board proposes to the AGM for authorizing the Board to decide on the matters of guarantee which are in line with the above conditions. Upon obtaining the authorization from the AGM, the Board will simultaneously delegate the authorization to the president of the Company for decision-making and timely disclosure. The above authorisation shall be in force from the date of approval of the resolution at the AGM to the date of the 2021 annual general meeting of the Company.
9. To consider and approve the resolution in relation to the general mandate to issue additional H Shares
Pursuant to the requirements of Rule 19A.38 of the Listing Rules (as amended from time to time), a special resolution will be proposed to the AGM to approve the granting of a general mandate to the Board to authorise the Board to decide to, subject to market conditions and the needs of the Company, individually or separately issue, allot and/or deal with new H Shares not exceeding 20% of the amount of H Shares (including but not limited to options such as warrants, convertible bonds and other securities which carry rights to subscribe for or are convertible into H Shares) in issue as at the date of the passing of such resolution by the AGM, with issuance price at a discount (if any) of not more than 10% (rather than 20% as limited under the Listing Rules) to the benchmark price of the securities and make or grant offers, agreements, options and rights of share exchange or conversion which might require the exercise of such powers. Details of the resolution were set out in the Appendix II of this circular.
10. To consider and approve the resolution in relation to the general mandate for repurchase of Shares
In order to protect the long-term interests of the investors, promote the maximization of the Shareholders’ value, in accordance with the relevant regulations under the Company Law, the Implementation Rules of the Shenzhen Stock Exchange on the Repurchase of Shares by Listed Companies and the Listing Rules, a special resolution will be proposed at the AGM and the H Shareholders Class Meeting respectively for approval of authorizing the Board with the general mandate to repurchase shares. Details of which are set out in Appendix III of this circular.
The Listing Rules prescribe that the requisite information of the recommended repurchase of Shares shall be provided to enable the Shareholders to make an informed decision on whether to vote for or against the resolution on the repurchase of Shares at the AGM and Class Meetings of Shareholders. The explanatory statement containing such information is set out in Appendix IV of this circular.
–10– LETTER FROM THE BOARD
11. To consider and approve the resolution in relation to the amendments to Articles of Association
A special resolution will be proposed to the AGM for approval of the amendments to the Articles of Association. The proposed amendments to the Articles of Association are effective upon the approval by Shareholders at the AGM.
Details of this resolution are set out in Appendix V of this circular.
The English version of the proposed amendments to the Articles of Association is unofficial translation of its respective Chinese version. In the event of any inconsistency, the Chinese version shall prevail.
The Company confirms the proposed amendments to the Articles of Association will not affect the Company’s compliance with the requirement under the Listing Rules.
12. To consider and approve the resolution in relation to the amendments to the Procedural Rules for the General Meeting
A special resolution will be proposed to the AGM for approval of the amendments to the Procedural Rules for the General Meeting. The proposed amendments to the Procedural Rules for the General Meeting are effective upon the approval by Shareholders at the AGM.
Details of this resolution are set out in Appendix VI of this circular.
The English version of the proposed amendments to the Procedural Rules for the General Meeting is unofficial translation of its respective Chinese version. In the event of any inconsistency, the Chinese version shall prevail.
13. To consider and approve the resolution in relation to the amendments to the Procedural Rules for the Board of Directors
A special resolution will be proposed to the AGM for approval of the amendments to the Procedural Rules for the Board of Directors. The proposed amendments to the Procedural Rules for the Board of Directors are effective upon the approval by Shareholders at the AGM.
Details of this resolution are set out in Appendix VII of this circular.
The English version of the proposed amendments to the Procedural Rules for the Board of Directors is unofficial translation of its respective Chinese version. In the event of any inconsistency, the Chinese version shall prevail.
14. To consider and approve the resolution in relation to purchasing liability insurance for Directors, Supervisors and senior management
An ordinary resolution will be proposed to the AGM for approval of purchasing liability insurance for Directors, Supervisors and senior management.
–11– LETTER FROM THE BOARD
In accordance with the requirements of Appendix 14 to the Listing Rules, the Securities Law and the Articles of Association, and in light of the latest changes in the market and regulatory environment, in order to effectively manage the legal and regulatory risks arising in the course of discharging their duties as the Company’s Directors, Supervisors and senior management, it will be proposed to the AGM to consider and approve that the Company shall take out liability insurance, within the scope of the annual premium of not exceeding RMB600,000, and claim of not less than RMB100 million, for Directors, Supervisors and senior management for a term of 12 months and thereafter, which could be renewed or re-insured annually.
Meanwhile, within the scope of the above premium limit and core coverage, it will be proposed to the AGM to approve to authorize the Company’s president and/its designated person(s) to handle matters relating to purchasing liability insurance for Directors, Supervisors and senior management (including but not limited to determine the insurance company; determine the specific premium, the limit of claim and other insurance terms; select and appoint insurance broker or other intermediary; sign relevant legal documents, and undertake other matters related to taking out policy, making claims, etc.), and undertake renewal or re-insurance and other relevant matters annually, before new resolution(s) regarding purchase of liability insurance for Directors, Supervisors and senior management are approved by the General Meeting.
15. To consider and approve the resolution in relation to the proposed appointment of Mr. Huang Liping as a Non-executive Director
An ordinary resolution will be proposed to the AGM for approval of appointment of a Director.
Reference is made to the announcement of the Company dated 19 April 2021 in relation to resignation of a director. Mr. Tang Shaojie applied for the resignation from the position as a non-executive Director of the Company due to the change in work arrangements, and, upon resignation, no longer served any positions in the Company. In accordance with the Articles of Association, the eighth meeting of the nineteenth session of the Board of the Company resolved to nominate Mr. Huang Liping (“Mr. Huang”) as a candidate for by-election as a Non-executive Director of the nineteenth session of the Board. The appointment of Mr. Huang will be effective after approval by Shareholders at the AGM. The term of office of Mr. Huang will commence on the date of the passing of the election at the AGM and end at the expiry of the term of the nineteenth session of the Board.
The biographical details of Mr. Huang are set out in Appendix VIII of this circular.
–12– LETTER FROM THE BOARD
THE AGM AND CLASS MEETINGS OF SHAREHOLDERS
The AGM and Class Meetings of Shareholders will be convened at Vanke Center, No. 33 Huanmei Road, Dameisha, Yantian District, Shenzhen, the PRC starting from 2:00 p.m. on Wednesday, 30 June 2021 to consider and if thought fit, to approve the resolutions set forth in the supplemental notice of the AGM and H Shareholders Class Meeting.
The notice, proxy form of the AGM and H Shareholders Class Meeting have been published on the website of the Hong Kong Stock Exchange (www.hkexnews.hk) and despatched to the Shareholders on Friday, 28 May 2021.
For those who intend to direct a proxy to attend the AGM and/or Class Meetings of Shareholders, please complete the proxy form of the AGM and/or the proxy form of H Shareholders Class Meeting and return the same in accordance with the instructions printed thereon. To be valid, for holders of A Shares, the proxy form of the AGM, together with the notarised power of attorney or other document of authorisation (if any), must be delivered to the office of the Board at Vanke Center, No. 33 Huanmei Road, Dameisha, Yantian District, Shenzhen, the PRC not less than 24 hours before the time appointed for the holding of the AGM or any adjournment thereof; for holders of H Shares, the proxy form of the AGM and/ or the proxy form of H Shareholders Class Meeting must be delivered to the Company’s H Share 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 AGM and/or H Shareholders Class Meeting, i.e. 2:00 p.m. on 29 June 2021, or any adjournment thereof. Completion and return of the proxy form of the AGM and/or the proxy form of H Shareholders Class Meeting will not preclude you from attending and voting in person at the AGM and/or Class Meetings of Shareholders or any adjourned meeting should you so wish.
The H Shares register of members will be closed from Thursday, 24 June 2021 to Wednesday, 30 June 2021 (both days inclusive), during which period no share transfers of H Shares will be effected. For holders of H Shares who intend to attend the AGM and/or H Shareholders Class Meeting, the shares and the registration documents must be delivered to the Company’s H Share Registrar at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Wednesday, 23 June 2021. The holders of H Shares whose names appear on the H Shares register of members of the Company at the close of business on Wednesday, 23 June 2021 are entitled to attend and vote in respect of the resolutions to be proposed at the AGM and/or H Shareholders Class Meeting.
VOTING BY POLL
Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at the AGM and Class Meetings of Shareholders must be taken by poll except where the chairman of the AGM and Class Meetings of Shareholders, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands.
–13– LETTER FROM THE BOARD
RECOMMENDATION
The Directors (including the Independent Non-executive Directors) consider that the resolutions set forth in the notice of the AGM and Class Meetings of Shareholders are in the best interests of the Company and its Shareholders as a whole. As such, the Directors (including the Independent Non-executive Directors) recommend the Shareholders to vote in favour of the resolutions set forth therein.
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.
Yours faithfully, For and on behalf of the Board of China Vanke Co., Ltd.* Yu Liang Chairman
–14– APPENDIX I DETAILS OF PROPOSED SCRIP DIVIDEND SCHEME FOR H SHARES IN DIVIDEND DISTRIBUTION FOR THE YEAR 2020
PROPOSED SCRIP DIVIDEND SCHEME FOR H SHARES IN DIVIDEND DISTRIBUTION FOR THE YEAR 2020
The 2020 dividend distribution plan was considered and approved at the sixth meeting of the nineteenth session of the Board. 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 end of 2020, a cash dividend of RMB12.50 (inclusive of tax) will be distributed for every 10 Shares held. If any circumstances, such as issuance of new shares, share repurchase or conversion of any convertible bonds into share capital before the record date for dividend distribution (“Record Date”), results in a change of the total number of Shares on the Record Date for dividend distribution, dividend per Share shall be adjusted accordingly on the premise that the total dividend amount remains unchanged (“2020 Dividend”). The implementation of the scrip dividend will not affect the proportion of cash dividend of the 2020 dividend distribution plan in the profit for the year attributable to equity shareholders of the Company for 2020.
To the best knowledge of the Board, save as the 2020 dividend distribution plan, the Company has no plan for issuance of new Shares and share repurchase from the Latest Practicable Date to the Record Date, being 20 July 2021.
The resolution on the proposed scrip dividend for H Shares in dividend distribution for the year 2020 was also considered and approved at the sixth meeting of the nineteenth session of the Board. 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 shares of the same value (“Scrip Dividend Arrangement for H Shares”).
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 (as defined below) may elect to receive the 2020 Dividend in one of the following ways:
(1) a cash dividend of RMB12.50 (inclusive of tax) for every 10 Shares in respect of all Shares held by him on the Record Date; or
(2) wholly in scrip H Shares (calculated as below); or
–15– APPENDIX I DETAILS OF PROPOSED SCRIP DIVIDEND SCHEME FOR H SHARES IN DIVIDEND DISTRIBUTION FOR THE YEAR 2020
(3) scrip Shares for a part of his 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 Shares held Number of scrip Cash by the Shareholder on H Shares to be dividend the Record Date for × – Income tax received per Share = which election for (rounded down for 2020 to the nearest scrip Shares is made whole number) 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 Renminbi and Hong Kong dollars 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. 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 prior to the Record Date (such date not inclusive) (“Conversion Price”).
For PRC Southbound Trading Investors (as defined below), their cash dividend will be paid in Renminbi. If the PRC Southbound Trading Investors could, after the Company confirm with China Securities Depository and Clearing Corporation (“CSDCC”), elect to receive scrip H Shares, then the reference price for the calculation of scrip H Shares could be received by PRC Southbound Trading Investors is based on the Conversion Price, and converted to Renminbi at the median exchange rate between Hong Kong dollars and Renminbi 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 which the dividend distribution was approved.
4. 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.
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5. 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 will apply 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.
6. 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.
7. Implementation period of the Scrip Dividend Arrangement for H Shares
The implementation of the Scrip Dividend Arrangement for H Shares will be completed within 2 months after the resolution is approved at the AGM and Class Meetings of Shareholders.
8. 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. In view of the situation that there are different classes of Shares of the Company, the Company will propose a special resolution in relation to the scrip dividend scheme to the A Shareholders Class Meeting and the H Shareholders Class Meeting for voting, respectively. The scrip dividend scheme will be implemented only when it has been approved at both the A Shareholders Class Meeting and the H Shareholders Class Meeting, thus different classes of Shareholders are given the right to express their views adequately. The Directors consider that the implementation of the Scrip Dividend Arrangement for H Shares can effectively protect the rights and interests of Shareholders,
–17– APPENDIX I DETAILS OF PROPOSED SCRIP DIVIDEND SCHEME FOR H SHARES IN DIVIDEND DISTRIBUTION FOR THE YEAR 2020 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.
9. Conditions for effectiveness
The Scrip Dividend Arrangement for H Shares is conditional upon consideration and approval at the AGM and Class Meetings of Shareholders respectively, and performance of relevant approval procedures such as application to and 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 will apply 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 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.
–18– APPENDIX I DETAILS OF PROPOSED SCRIP DIVIDEND SCHEME FOR H SHARES IN DIVIDEND DISTRIBUTION FOR THE YEAR 2020
As at the Latest Practicable Date, the Company listed below bonds on Shenzhen Stock Exchange:
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
–19– APPENDIX I DETAILS OF PROPOSED SCRIP DIVIDEND SCHEME FOR H SHARES IN DIVIDEND DISTRIBUTION FOR THE YEAR 2020
Abbreviation Balance Interest Name of bonds of bonds Issue Date Due Date of bonds rate (RMB’0000)
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 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 01, 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 exercised adjustment option and investor’s put option. The Company also bought back part of its existing bonds “17 Vanke 01”, “18 Vanke 01” and “18 Vanke 02”.
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.
–20– APPENDIX I DETAILS OF PROPOSED SCRIP DIVIDEND SCHEME FOR H SHARES IN DIVIDEND DISTRIBUTION FOR THE YEAR 2020
10. Election Form
After the scrip dividend scheme has been approved by the AGM and Class Meetings of Shareholders, the Company will arrange to send, after the Record Date, a separate circular for the Scrip Dividend Arrangement for H Shares and an election form for Eligible H Shareholders to elect to receive the 2020 Dividend wholly or partly in new Shares in lieu of cash dividend. If you wish to receive the 2020 Dividend wholly in cash, you do not need to take any action.
If an Eligible H Shareholder elects to receive the 2020 Dividend wholly in new Shares, or partly in cash and partly in new Shares, the Eligible H Shareholder should complete 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 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, 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..
11. Scope of Eligible H Shareholders
Eligible H Shareholders include:
1) Shareholders whose registered addresses in the H Share Register are Hong Kong;
–21– APPENDIX I DETAILS OF PROPOSED SCRIP DIVIDEND SCHEME FOR H SHARES IN DIVIDEND DISTRIBUTION FOR THE YEAR 2020
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”) (excluding “PRCBtoH Conversion Investors”, as defined below), subject to results of enquiry is being made by the Company with CSDCC;
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”)
Of which, in respect of the PRC Southbound Trading Investors of (2) above who hold H Shares through CSDCC (as the nominee for Shanghai-Hong Kong Stock Connect and Shenzhen-Hong Kong Stock Connect), the Company is making enquiry with CDSCC to confirm if they can participate in the Scrip Dividend Arrangement for H Shares (excluding “PRC B to H Conversion Investors”), and will make further announcement as to the said progress accordingly. If CSDCC can provide nominee services for the PRC Southbound Trading Investors to elect to receive the scrip Shares in respect of all or part of his/her holding of Shares in accordance with the relevant laws and regulations, then the 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. If CSDCC cannot undertake aforesaid arrangement, then the Company will pay the 2020 Dividend to PRC Southbound Trading Investors (excluding “PRC B to H Conversion Investors”) wholly in cash.
2. PRC B to H Conversion Investors who are PRC Southbound Trading Investors
In addition, 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.
–22– APPENDIX I DETAILS OF PROPOSED SCRIP DIVIDEND SCHEME FOR H SHARES IN DIVIDEND DISTRIBUTION FOR THE YEAR 2020
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, costs and uncertainties involved in ensuring the provision of the options under the scrip dividend scheme to H Shareholders 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 Latest Practicable Date from the scrip dividend scheme.
12. 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 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$2.853 billion calculated, for instance, at the median exchange rate between Hong Kong dollars and Renminbi as announced by the People’s Bank of China on the Latest Practicable Date. 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 Latest Practicable Date, i.e. five trading days between 14 May 2021 and 21 May 2021, is HK$26.36, a maximum of approximately 108.2 million scrip H Shares will be issued, representing approximately 5.72% of the total number of issued H Shares of the Company and approximately 0.93% of the total number of issued Shares of the Company.
–23– APPENDIX I DETAILS OF PROPOSED SCRIP DIVIDEND SCHEME FOR H SHARES IN DIVIDEND DISTRIBUTION FOR THE YEAR 2020
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.
III. AUTHORISATION ARRANGEMENTS RELATING TO THE SCRIP DIVIDEND ARRANGEMENT FOR H SHARES
To serve the purpose of the Scrip Dividend Arrangement for H Shares, it will be proposed at the general meetings to authorize the Board and relevant parties authorized by the Board to be in charge of the implementation of Scrip Dividend Arrangement for H Shares in accordance with relevant laws and regulations within or outside the PRC and the Listing Rules. Details are set forth below:
(1) Engage intermediary agency(ies) in relation to the Scrip Dividend Arrangement for H Shares; obtain approval to sign and issue all acts, deeds, documents and other related matters where as required, appropriate, desirable or all others things in relation hereto. Consider and approve the agreements, and to be signed or issued on behalf of the Company, including but not limited to the engagement agreement(s) of intermediary agency(ies), etc.;
(2) With reference to the H Share market price, decide if a discount would be made available to the conversion price of scrip Shares (i.e. the average closing price per H Share for the five consecutive trading days prior to the Record Date) (if applicable);
(3) In accordance with the Scrip Dividend Arrangement for H shares approval granted at the 2020 AGM, A Shareholders Class Meeting and H Shareholders Class Meeting, decide specific conversion plan (such as the method of handling the dividend balance, etc.), and based on the choice of H Shareholders, obtain approval for the issuance of new H Shares corresponding to the number of scrip Shares;
(4) Consider and approve the statutory documents relating to the Scrip Dividend Arrangement for H Shares to be submitted to the relevant regulatory authorities and to be signed on behalf of the Company. In accordance with the requirements of the regulatory authorities and the territory where the Company is listed, perform relevant approval procedures, and complete all necessary archives, registration and filings procedures with relevant government departments in Hong Kong and/or any other regions and jurisdictions (if applicable). Also, under the
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circumstances when the requirements of regulatory institutes or technical support requires, adjustments or cancellations of the scrip dividend scheme can be necessarily made;
(5) In accordance with the requirements of regulatory institutions within or outside the PRC, revise relevant agreements and statutory documents in items (1) and (4) above accordingly;
(6) Approve the increase of registered capital of the Company after the new Shares are issued and make amendment to the Company’s Articles of Association in respect of total share capital, shareholding structure and other related content;
(7) Proceed with other necessary matters so as required for this plan, except for the relevant laws and regulations which required specific rights exercisable under general meeting;
(8) In parallel with the process of obtaining approval and authorization in the general meeting with regard to the above items (1) to (7), the Board would further delegate the Company’s President and his authorized person(s) on the execution.
The authorization aforesaid shall be valid within 12 months from the date the Scrip Dividend Arrangement for H shares is approved at the AGM, A Shareholders Class Meeting and H Shareholders Class Meeting of the Company.
–25– APPENDIX II DETAILS OF GENERAL MANDATE TO ISSUE ADDITIONAL H SHARES
DETAILS OF THE GENERAL MANDATE TO ISSUE ADDITIONAL H SHARES
Pursuant to the requirements of Rule 19A.38 of the Listing Rules, in order to enhance the flexibility and efficiency of operation, the Board intends to propose to the AGM to approve the granting of a general mandate to the Board to authorise the Board to decide to, subject to market conditions and the needs of the Company, individually or separately issue, allot and/or deal with new shares not exceeding 20% of the number of overseas listed foreign invested Shares (H Shares) in issue of the Company as at the date of passing such resolution by the AGM. Details are as follow:
I. Content of the General Mandate
For the purpose of making use of market opportunities, it is proposed to the General Meeting of the Company to grant full authorisation to the Board to authorise its approved person(s), or the delegated person(s) of such approved person(s), to handle relevant matters of the issuance of Shares under this resolution, within the framework and principle as considered by the General Meeting, including but not limited to:
(1) Subject to market conditions and the needs of the Company, individually or seperately issue, allot and/or deal with new H Shares of the Company during the Relevant Period (as defined below) and to make or grant offers, agreements, options and rights of share exchange or conversion which might require the exercise of such powers;
(2) Approve the number of the H Shares to be allotted or agreed conditionally or unconditionally to be allotted (including but not limited to options such as warrants, convertible bonds and other securities which carry rights to subscribe for or are convertible into H Shares) shall not exceed 20% of the existing H Shares in issue as at the date of the passing of this resolution at the AGM;
(3) Approve the issue price of the H Shares to be allotted or agreed conditionally or unconditionally to be allotted shall be at a discount (if any) of not more than 10% (rather than 20% as limited under the Listing Rules) to the benchmark price of the securities;
The above-mentioned benchmark price means the price which is the higher of:
1. the closing price of H Shares on the date of the relevant placing agreement or other agreements involving the proposed issue of H Shares under the general mandate; or
2. the average closing price of H Shares for the 5 trading days immediately prior to the earliest of:
a) the date of announcement of the placing or the proposed transaction or arrangement involving the proposed issuance of H Shares under the general mandate;
–26– APPENDIX II DETAILS OF GENERAL MANDATE TO ISSUE ADDITIONAL H SHARES
b) the date of the placing agreement or other agreement involving the proposed issuance of H Shares under the general mandate;
c) the date on which the placing or subscription issue price is determined.
(4) Determine and implement detailed issuance plan for the above-mentioned general mandate, including but not limited to the class of new Shares to be issued, pricing mechanism and/or issuance price (including price range), the issuance method, number of H Shares to be issued, allottees and use of proceeds, time of issuance, period of issuance and whether to allot H Shares to the existing Shareholders;
(5) Engage the services of professional advisers for issuance related matters, and to approve and execute all acts, deeds, documents or other matters necessary, appropriate or required for share issuance; review, approve and execute, on behalf of the Company, agreements related to issuance, including but not limited to placing or underwriting agreements and engagement agreements of professional advisers;
(6) Review, approve and execute, on behalf of the Company, statutory documents in relation to issuance to be submitted to the regulatory authorities. To carry out approval procedures required by regulatory authorities and the place in which the Company is listed, and to complete all necessary filings, registrations and records with the relevant governmental authorities of Hong Kong and/or any other regions and jurisdictions (if applicable);
(7) As required by regulatory authorities within or outside the PRC, amend the agreements and statutory documents referred to in item no. (5) and (6) above;
(8) Approve the increase of registered capital of the Company after share issuance, and to make corresponding amendments to the Articles of Association relating to total share capital and shareholding structure, etc..
II. Validity of the General Mandate
Except that the offers, agreements, or options have been made or granted during the Relevant Period in relation to the issuance of H Shares, which might require further proceeding or implementation after the end of the Relevant Period, the exercise of the authorisations referred to above shall be within the Relevant Period.
“Relevant Period” means the period from the passing of this resolution as a special resolution at the AGM until whichever is the earliest of the following three dates:
(1) the conclusion of the 2021 annual general meeting of the Company;
(2) the expiration of the 12-month period following the passing of this resolution at the AGM; or
–27– APPENDIX II DETAILS OF GENERAL MANDATE TO ISSUE ADDITIONAL H SHARES
(3) the revocation or variation of the authority under this resolution by passing of a special resolution of the Company at any General Meeting.
Exercise of the authorisations granted under the above-mentioned general mandate by the Board and person approved by the Board or his/her delegated person(s) shall be in its sole discretion and is subject to the Company Law and the relevant requirements of the Listing Rules (as amended from time to time), as well as all necessary approvals of the CSRC and/or other relevant authorities of the PRC.
–28– APPENDIX III DETAILS OF GENERAL MANDATE FOR REPURCHASE OF SHARES
DETAILS OF THE RESOLUTION ON GENERAL MANDATE OF REPURCHASE OF SHARES
In accordance with relevant regulations under the Company Law, the Implementation Rules of the Shenzhen Stock Exchange on the Repurchase of Shares by Listed Companies and the Listing Rules, the Board intends to propose to the AGM and Class Meetings of Shareholders to approve the granting of a general mandate of repurchase of Shares to the Board.
I. The Content of the General Mandate
For the purpose of making use of market opportunities, it is proposed to the AGM to grant full authorisation to the Board to authorise its approved person(s), or the delegated person(s) of such approved person(s), to handle relevant matters of repurchase of Shares under this resolution, within the framework and principles as considered by the AGM. The authorization including but not limited to:
(I) The Board may, during the Relevant Period (as defined hereinafter), subject to the fluctuation and changes of the capital market and the share price of the Company, repurchase the domestic (A Shares) and overseas (H Shares) Shares in issue of the Company at its discretion and in a timely manner pursuant to the general mandate under the following circumstances:
1) to reduce the registered capital of the Company;
2) to be used in staff shareholding plans or share option incentive;
3) to be used in equity conversion for the issuance of convertible bonds and warrants by the Company; or
4) other circumstances necessary to maintain the Company’s value and the Shareholders’ rights, and other circumstances required by other regulatory policies.
Of which, for other circumstances necessary to maintain the Company’s value and the Shareholders’ rights, it shall fulfil one of the below conditions: (i) the stock closing price of the Company is below its latest issue of net assets per Share; (ii) the stock closing price of the Company has declined by accumulative 30% within 20 consecutive trading days;
(II) The total amount of repurchase of publicly issued domestic (A Shares) and overseas (H Shares) Shares repurchased by the Company shall not exceed 10% of the total issued share capital of the Company (for the avoidance of doubt, the total amount of repurchase of A Shares shall not exceed 10% of the total issued A Shares and the total amount of repurchase of H Shares shall not exceed 10% of the total issued H Shares). The funds of repurchase including internal funds and funds which fulfilled the requirements of regulatory policies;
–29– APPENDIX III DETAILS OF GENERAL MANDATE FOR REPURCHASE OF SHARES
The Articles of Association of the Company confers the Company rights to repurchase A Shares and H Shares. The funds of repurchase including internal resources of the Company that can be legally allocated for such purpose in accordance with the Articles of Association and applicable PRC laws, rules and requirements.
(III) To formulate, approve and implement specific plan, including but not limited to the price, type, batch, amount and time of execution of the repurchase of Shares, as well as to complete relevant procedures, such as notifying the creditors of the Company and publishing announcements in accordance with the provisions of the Company Law and the Articles of Association, and signing other documents or agreements relevant to the repurchase of Shares.
(IV) In accordance with the actual situation of the Company, to determine the specific use of the repurchased Shares (including but not limited to the implementation of share option scheme and for the issuance of convertible bonds of the Company, etc.) within the period as regulated by relevant laws and regulations, and adjust or change the use of repurchased Shares within the scope allowed by relevant laws and regulations; Of which, in accordance with the Hong Kong Listing Rules, the H Shares repurchased in above-mentioned manner shall be cancelled and destroyed.
(V) If there are new provisions in laws and regulations, securities regulatory authorities, or changes in market conditions in relation to the repurchase of Shares policy, unless the requirements of relevant laws and regulations and securities regulatory departments or the regulations of the Articles of Association of the Company requires for re-vote at the General Meeting(s), the Board may adjust the plan for repurchase of Shares and continue to deal with relevant matters of repurchase of Shares in accordance with requirements of relevant laws and regulations and securities regulatory departments as well as the market conditions and the actual situation of the Company.
(VI) After the repurchase, the Company may revise the relevant contents in the Articles of Association involving total amount of share capital and shareholding structure, as the Board thinks fit, and handle the logout procedure of the repurchased Shares (if necessary) and relevant filing, registration and recording procedures.
II. Validity of the General Mandate
The mandate shall be effective from the date of approving by the AGM and Class Meetings of Shareholders until whichever is the earlier of:
(1) the conclusion of the 2021 annual general meeting of the Company; or
(2) the revocation or variation of the authority under this resolution by passing of a special resolution of the Company at any General Meeting.
–30– APPENDIX III DETAILS OF GENERAL MANDATE FOR REPURCHASE OF SHARES
III. Impact of the repurchase of Shares
The fully execution of mandate for repurchase of Shares during the proposed repurchase period and during any time as allowed by laws and regulations may contribute adverse impact on the working capital or gearing levels of the Company. However, if the Board of the Company considers the execution of mandate for repurchase of Shares will contribute a significant adverse impact on the working capital or gearing levels needed for the Company, the Board of the Company will not exercise the mandate for repurchase of Shares under such circumstances. After considering the prevailing market conditions, the Directors will determine the amount of repurchase of A Shares and H Shares, and the price and other terms of the repurchase of A Shares and H Shares to the extent that is in the best interests of the Company.
There will not be any related/connected transaction or obligation to make a mandatory offer under The Codes on Takeovers and Mergers and Share Repurchases through the repurchase of Shares.
The price, type, batch, amount and time of execution of the subsequent specific repurchase of Shares are subject to further determination and have uncertainties. The Company will strictly follow the relevant laws and regulations, the requirements of the Listing Rules and the Articles of Association to carry out the subsequent plan for repurchase of Shares and perform obligations of information disclosure in a timely manner.
–31– APPENDIX IV EXPLANATORY STATEMENT
This appendix is an explanatory statement prepared in accordance with Rule 10.06(1)(b) of the Listing Rules for the purpose of providing you with information reasonably necessary to enable you to make an informed decision on whether to vote for or against the special resolution on the proposed granting of general mandate for repurchase of shares for Directors at the AGM and Class Meetings of Shareholders.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this document, 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 document.
THE GENERAL MANDATE FOR REPURCHASE OF SHARES
1. Reasons for Repurchase of Shares
The Board is of the view that, the General Mandate for Repurchase of Shares is beneficial to the long-term and stable development of the Company, provides the Company with a certain degree of flexibility which will in turn benefit the Company and its Shareholders, and it can strive for the best interests of the Company and its Shareholders and protect the equity of the investors. Such repurchase of Shares may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the Company’s net asset value and/or its earnings per Share, and will only be made when the Board believes that such repurchase of Shares will benefit the Company and its Shareholders.
2. The Type and Amount of the Proposed Repurchase of Shares
As of the Latest Practicable Date, the total share capital of the Company amounted to RMB11,617,732,201, including 1,893,535,668 H Shares with a nominal value of RMB1.00 each and 9,724,196,533 A Shares with a nominal value of RMB1.00 each. Upon the proposed special resolution of the General Mandate for Repurchase of Shares is passed, and the Company will not allot, issue or repurchase A Shares and/or H Shares before the date of commencing the AGM and Class Meetings of Shareholders, the Company has the right to repurchase no more than 189,353,566 H Shares and/or 972,419,653 A Shares in accordance with the General Mandate for Repurchase of Shares during the Relevant Period, which is up to 10% of the total share capital of A Shares and/or H Shares issued by the Company respectively as at the date of passing relevant resolutions.
The mandate will remain in effect from the date of approval by the AGM and the Class Meetings of shareholders of the Company until whichever is the earlier of:
(i) the conclusion of the 2021 annual general meeting of the Company; or
(ii) the date on which the mandate is revoked or amended by a special resolution passed at any general meeting (herein referred to as the “Relevant Period”).
–32– APPENDIX IV EXPLANATORY STATEMENT
3. Source of Funds
In repurchasing Shares, the Company intends to utilize its internal funds (including but not limited to surplus funds and retained profits) lawfully available for such purpose in accordance with the Articles of Association, the Listing Rules, the Company Law and other applicable PRC laws, regulations and requirements, and other funds that fulfil the requirements of the above regulatory policies and laws and regulations.
Having considered the current satisfactory position of the Company’s working capital, the Board is of the view that, if the General Mandate for Repurchase of Shares is fully exercised, it will not contribute significant adverse impact on the working capital and/or gearing levels of the Company (in comparison with the financial position as of 31 December 2020 disclosed in the audited accounts set out in the recently published 2020 Annual Report of the Company). However, if the Board considers the exercise of the General Mandate for Repurchase of Shares will have a significant adverse impact on the working capital needs or gearing levels, the Board will not exercise the General Mandate for Repurchase of Shares under such circumstances. After considering the prevailing market conditions, the Board will determine the type and amount of repurchase of share capital and the price and other terms of the repurchase of Shares to the extent that is in the best interests of the Company and Shareholders as a whole.
4. The Status of A Shares and H Shares Repurchased by the Company
As regulated by the Listing Rules, all H Shares repurchased by the Company will be cancelled automatically, and the certificates for such repurchased H Shares will also be cancelled and destroyed. In accordance with the PRC laws, the A Shares repurchased by the Company will be dealt (including but not limited to be cancelled) with in accordance with the Company Law, the Articles and Association and other applicable PRC laws, regulations and requirements. The registered capital of the Company will be reduced by the amount equal to the aggregate nominal amount of such cancelled A Shares and/or H Shares.
–33– APPENDIX IV EXPLANATORY STATEMENT
5. H Shares Prices
As of the 12 months preceding the Latest Practicable Date, the highest and lowest closing prices of A Shares and H Shares on the Hong Kong Stock Exchange and SZSE are as follow:
A Shares prices H Shares prices Highest Lowest Highest Lowest RMB RMB HKD HKD
2020 May 26.41 25.16 25.50 24.15 June 27.24 25.55 26.85 24.40 July 31.02 26.68 29.05 24.40 August 28.71 26.95 26.20 24.10 September 29.30 27.22 25.35 23.00 October 28.31 26.92 24.95 23.45 November 31.61 27.95 29.70 24.50 December 31.13 27.83 29.45 25.45
2021 January 31.28 27.78 31.75 25.95 February 33.10 27.89 33.55 28.15 March 33.50 30.00 33.35 30.45 April 30.00 27.68 29.40 25.85 From 1 May to the Latest Practicable Date 28.00 26.19 26.95 26.00
6. Present Intention of the Directors and Close Associates
None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company under the General Mandate for Repurchase of Shares if such resolution is approved at the AGM and Class Meetings of Shareholders.
7. Undertakings of the Directors
The Directors have undertaken to the Hong Kong Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to repurchase the Shares under the special resolution set out in the notices of the AGM and Class Meetings of Shareholders in accordance with the General Mandate for Repurchase of Shares and the Listing Rules, the Articles of Association, the Company Law and other applicable PRC laws, regulations and requirements.
–34– APPENDIX IV EXPLANATORY STATEMENT
8. Impact of The Codes on Takeovers and Mergers and Share Repurchase (Takeovers Code)
If a Shareholder’s proportionate interest in the voting rights of the Company increases as a result of the Directors’ exercising the powers of the Company to repurchase Shares by general mandate, such increase will be treated as an acquisition of voting rights for the purposes of Rule 32 of the Takeovers Code and, if such increase results in a change of control, may in certain circumstances give rise to an obligation to make a mandatory offer for Shares under Rule 26 of the Takeovers Code.
Save as aforesaid, as at the Latest Practicable Date, insofar the Directors are aware, the Directors are currently not aware of any consequences which will arise under the Takeovers Code as a result of any repurchase made under General Mandate for Repurchase Shares.
9. Repurchase of Shares Made by the Company
The Company has not repurchased any Shares (whether on the Hong Kong Stock Exchange or other stock exchanges) in the six months immediately preceding the Latest Practicable Date.
10. Core Connected Persons
No core connected persons (as defined in the Listing Rules) have notified the Company that they have a present intention to sell Shares to the Company, or have undertaken not to do so, in the event that the General Mandate for Repurchase of Shares is approved by the Shareholders.
–35– APPENDIX V DETAILS OF PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION
Details of the amendments to Articles of Association are set out as below:
Before amendment After amendment
Article 12 The Company’s business objectives: to Article 12 The Company’s business objectives: to continue to explore ways to drive economic development; continue to explore ways to drive economic development; to achieve success against market competition through to achieve success against market competition through regulated activities; to ensure long-term development regulated activities; to ensure long-term development through scientific management and concepts; and to through implementation of scientific management and generate satisfactory results for shareholders. concepts; and to generate satisfactory results for shareholders. Actively practise green development concept, maximising value of stakeholders such as shareholders, customers, employees and society and promoting the sustainable and healthy development of the Company.
Article 90 When voting at a general meeting, a Article 90 When voting at a general meeting, a shareholder (including his/her proxy(ies)) shall exercise shareholder (including his/her proxy(ies)) shall exercise his/her voting rights in respect of the number of voting his/her voting rights in respect of the number of voting shares it represents. Each share shall have one vote. All shares it represents. Each share shall have one vote. All shareholders or their proxies recorded in the register on shareholders or their proxies recorded in the register on the record date shall have the right to attend the general the record date shall have the right to attend the general meeting and exercise the rights to vote in accordance meeting and exercise the rights to vote in accordance with the relevant law, regulations and the Articles of with the relevant law, regulations and the Articles of Association. Association.
The shares of the Company held by itself have no voting The shares of the Company held by itself have no voting rights and shall not be counted into the total number of rights and shall not be counted into the total number of shares carrying voting rights at the general meeting. shares carrying voting rights at the general meeting. When material issues affecting the interests of small and When material issues affecting the interests of small and medium shareholders are considered at a general medium shareholders are considered at a general meeting, the votes of small and medium shareholders meeting, the votes of small and medium shareholders shall be counted separately.The separate votes counting shall be counted separately. The separate votes counting results shall be disclosed publicly in a timely manner. results shall be disclosed publicly in a timely manner.
The board of directors, independent directors and The board of directors, independent directors, and shareholders of the Company satisfying relevant shareholders of the Company holding more than 1% requirements may publicly solicit voting rights from the of voting shares, or investor protection institutions shareholders of the Company. No payment shall be made established according to laws, administrative to the shareholders for such solicitation, and information regulations or provisions of the securities regulatory shall be fully disclosed to the shareholders to be authorities of the State Council may, as the soliciting solicited. Provision of consideration or de facto parties, personally or authorize securities company or consideration is prohibited in soliciting shareholders’ securities service agency to publicly request the voting rights. The Company and the convener of the Company’s shareholders to authorize them to attend general meeting is prohibited from setting requirement of the general meeting and exercise the shareholders’ the minimum shareholding ratio when soliciting rights such as right of making motions and voting shareholders’ voting rights. rights on behalf of such shareholders.
When soliciting shareholders’ rights in accordance with the requirements of the preceding paragraph, the soliciting parties shall disclose the solicitation documents and the Company shall cooperate in this regard.
Provision of consideration or de facto consideration is prohibited in soliciting shareholders’ voting rights.
The soliciting parties shall bear compensation liabilities according to relevant laws for damages caused by violation of laws, administrative regulations or relevant provisions of the securities regulatory authorities of the State Council in the process of publicly solicitating shareholders’ rights which resulted in losses suffered by the Company or its shareholders.
–36– APPENDIX V DETAILS OF PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION
Before amendment After amendment
Article 119 None of the following persons shall serve as Article 119 None of the following persons shall serve as a director of the Company: a director of the Company:
(1) a person who has no or limited capacity for (1) a person who has no or limited capacity for civil conduct; civil conduct;
(2) a person who was sentenced to criminal (2) a person who was sentenced to criminal punishment for embezzlement, bribery, punishment for embezzlement, bribery, seizure of property or misappropriation of seizure of property or misappropriation of property or for sabotage of the market property or for sabotage of the market order, where less than five years have order, where less than five years have elapsed after the expiration of the period of elapsed after the expiration of the period of execution; or a person who was deprived of execution; or a person who was deprived of his political rights for the commission of a his political rights for the commission of a crime, where less than five years have crime, where less than five years have elapsed after the expiration of the period of elapsed after the expiration of the period of execution; execution;
(3) a person who, being a director or the head (3) a person who, being a director or the head or manager of a company or enterprise that or manager of a company or enterprise that went into bankruptcy and liquidation, was went into bankruptcy and liquidation, was personally liable for the bankruptcy of the personally liable for the bankruptcy of the said company or enterprise, where less than said company or enterprise, where less than three years have elapsed from the date three years have elapsed from the date liquidation of the company or enterprise liquidation of the company or enterprise was completed; was completed;
(4) a person who, being the statutory (4) a person who, being the statutory representative of a company or an representative of a company or an enterprise, the business license of which enterprise, the business license of which was revoked for violation of law and which was revoked for violation of law and which was ordered to close down, was personally was ordered to close down, was personally liable for the above, where less than three liable for the above, where less than three years have elapsed from the date the years have elapsed from the date the business license of the company or business license of the company or enterprise was revoked; enterprise was revoked;
(5) a person who fails to liquidate a relatively (5) a person who fails to liquidate a relatively large amount of personal debts when they large amount of personal debts when they are due; are due;
(6) a person who are subject to the China (6) a person who are subject to the China Securities Regulatory Commission’s Securities Regulatory Commission’s punishment which prohibits them from punishment which prohibits them from entering into the securities market for a entering into the securities market for a period which has not yet expired; period which has not yet expired;
–37– APPENDIX V DETAILS OF PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION
Before amendment After amendment
(7) a person who is under investigation by the (7) a person who has been publicly declared judicial authorities after a claim has been by any stock exchange to be unsuitable brought for breaking criminal law, pending for serving as the director, supervisor and conclusion of the case; senior management of listed company for a period which has not yet expired; (8) a person who is not eligible for enterprise leadership under the law and administrative (8) a person who is under investigation by the regulations; judicial authorities after a claim has been brought for breaking criminal law, pending (9) a person who was found guilty of violating conclusion of the case; relevant securities regulations and involved in fraud or dishonesty as adjudged by the (9) a person who is not eligible for enterprise relevant regulatory authorities, where less leadership under the law and administrative than five years have elapsed from the date regulations; of adjudication; or (10) a person who was found guilty of violating (10) a person who falls within other relevant securities regulations and involved circumstances specified by the law, in fraud or dishonesty as adjudged by the administrative regulations and departmental relevant regulatory authorities, where less rules. than five years have elapsed from the date of adjudication; or For any election and appointment of a director in contravention of the provisions prescribed by this (11) a person who falls within other article, such election, appointment or employment circumstances specified by the law, shall be void and null. Where a director falls into administrative regulations and departmental any of the circumstances stipulated in this article rules. in his term of office, the director shall be removed from office. For any election and appointment of a director in contravention of the provisions prescribed by this article, such election, appointment or employment shall be void and null. Where a director falls into any of the circumstances stipulated in this article in his term of office, the director shall be removed from office.
Article 120 Non-staff representative directors shall be Article 120 Non-staff representative directors shall be elected or replaced by general meeting. The term of elected or replaced by general meeting; and any office of directors is three years, commencing from the director assumed by staff representative shall be date of approval by the general meeting up to the expiry elected or replaced by staff representatives meeting of of the current term of office of the board of directors. the Company. The term of office of directors is renewable upon re-election at its expiryѧѧ. The term of office of directors is three years, commencing from the date of approval by the general meeting or the date of approval by the staff representatives meeting up to the expiry of the current term of office of the board of directors. The term of office of directors is renewable upon re-election at its expiryѧѧ.
Article 121 In the event that a director resigns due to Article 121 In the event that a director resigns due to whatever reasons, the term of office of a by-elected whatever reasons, the term of office of a by-elected director will commence from the date of approval by the director will commence from the date of approval by the general meeting up to the expiry of the current term of general meeting or the date of approval by the staff office of the board of directors. In the event that the term representatives meeting up to the expiry of the current of a director falls upon expiry whereas the new member term of office of the board of directors. In the event that of the board of directors is not re-elected in time, the the term of a director falls upon expiry whereas the new existing director shall continue to perform his duties in member of the board of directors is not re-elected in accordance with the law, administrative regulations, time, the existing director shall continue to perform his departmental rules and the provisions of the Articles of duties in accordance with the law, administrative Association until the re-elected director assumes office. regulations, departmental rules and the provisions of the Articles of Association until the re-elected director assumes office.
–38– APPENDIX V DETAILS OF PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION
Before amendment After amendment
Article 125 A director who cannot attend board of Article 125 A director who cannot attend board of directors’ meetings in person twice consecutively, nor directors’ meetings in person twice consecutively, nor appointed any other directors to attend on his behalf is appointed any other directors to attend on his behalf is deemed as failure in performing the duties, and shall be deemed as failure in performing the duties, and shall be subject to replacement as recommended by the board of subject to replacement as recommended by the board of directors at a general meeting. directors at a general meeting or a staff representatives meeting.
Article 133 The Board shall consist of 11 members, Article 133 The Board shall consist of 11 members, including one chairman, and can have one to two vice including one chairman, and can have one to two vice chairmen. At least one-third of the Board shall comprise chairmen. At least one-third of the Board shall comprise independent directors, and at least one independent independent directors, and at least one independent director shall be a professional accountant. director shall be a professional accountant. The Board shall have one director assumed by staff representative. The staff representative acting as director must have worked in the Company for more than three consecutive years, and he/she will join the Board directly after democratically elected by the staff representatives meeting.
Article 163 In handling issues relating to the Article 163 In handling issues relating to the remuneration, benefits, safety production and labour remuneration, benefits, safety production and labour protection and insurance, removal (or expulsion) of staff protection and insurance, removal (or expulsion) of staff of the Company, the president shall first consult with the of the Company, the president shall first consult with the trade union or the staff representatives meeting. trade union or the staff representatives meeting.
–39– APPENDIX VI DETAILS OF PROPOSED AMENDMENTS TO THE PROCEDURAL RULES FOR THE GENERAL MEETING
Details of the amendments to the Procedural Rules for the General Meeting are set out as below:
Before amendment After amendment Article 37 When voting at a general meeting, a Article 37 When voting at a general meeting, a shareholder (including his/her proxy(ies)) shall shareholder (including his/her proxy(ies)) shall exercise his/her voting rights in respect of the exercise his/her voting rights in respect of the number of voting shares it represents. Each number of voting shares it represents. Each share shall have one vote. All shareholders or share shall have one vote. All shareholders or their proxies recorded in the register on the their proxies recorded in the register on the record date shall have the right to exercise the record date shall have the right to exercise the rights to vote in accordance with the relevant rights to vote in accordance with the relevant laws, regulations, the Articles of Association laws, regulations, the Articles of Association and these Rules. and these Rules.
The shares of the Company held by itself have The shares of the Company held by itself have no voting rights and shall not be counted into no voting rights and shall not be counted into the total number of shares carrying voting the total number of shares carrying voting rights at the general meeting. Where material rights at the general meeting. Where material issues affecting the interests of small and issues affecting the interests of small and medium investors are being considered at the medium investors are being considered at the general meeting, the votes by small and general meeting, the votes by small and medium investors shall be counted separately. medium investors shall be counted separately. The separate counting results shall be publicly The separate counting results shall be publicly disclosed in a timely manner. disclosed in a timely manner.
The board of directors, independent directors, The board of directors, independent and shareholders of the Company satisfying directors, and shareholders of the Company relevant requirements may solicit voting rights holding more than 1% of voting shares, or from the shareholders of the Company. The investor protection institutions established solicitation of voting rights shall be done according to laws, administrative regulations without consideration and information such as or provisions of the securities regulatory the specific voting preference shall be fully authorities of the State Council may, as the disclosed to persons whose voting rights are soliciting parties, personally or authorize solicited. No consideration or other form of de securities company or securities service facto consideration shall be involved in the agency to publicly request the Company’s solicitation of voting rights from shareholders. shareholders to authorize them to attend the The Company and the convenor of the meeting general meeting and exercise the shall not impose any limitation related to the shareholders’ rights such as right of making minimum shareholding ratio on the solicitation motions and voting rights on behalf of such of voting rights. shareholders.
–40– APPENDIX VI DETAILS OF PROPOSED AMENDMENTS TO THE PROCEDURAL RULES FOR THE GENERAL MEETING
Before amendment After amendment When soliciting shareholders’ rights in accordance with the requirements of the preceding paragraph, the soliciting parties shall disclose the solicitation documents and the Company shall cooperate in this regard.
Provision of consideration or de facto consideration is prohibited in soliciting shareholders’ voting rights.
The soliciting parties shall bear compensation liabilities according to relevant laws for damages caused by violation of laws, administrative regulations or relevant provisions of the securities regulatory authorities of the State Council in the process of publicly solicitating shareholders’ rights which resulted in losses suffered by the Company or its shareholders.
–41– APPENDIX VII DETAILS OF PROPOSED AMENDMENTS TO THE PROCEDURAL RULES FOR THE BOARD OF DIRECTORS
Details of the amendments to the Procedural Rules for the Board of Directors are set out as below:
Before amendment After amendment Article 4 More than one-third of the Board Article 4 More than one-third of the Board members shall be independent directors, and at members shall be independent directors, and at least one independent director shall be a least one independent director shall be a professional accountant. professional accountant.
The Board shall have one director assumed by staff representative. The staff representative acting as director must have worked in the Company for more than three consecutive years, and he/she will join the Board directly after democratically elected by the staff representatives meeting. Article 5 Non-staff representative directors Article 5 Non-staff representative directors shall be elected or replaced by general meeting. shall be elected or replaced by general meeting; The term of office of directors is three years, and any director assumed by staff commencing from the date of approval by the representative shall be elected or replaced by general meeting up to the expiry of the current staff representatives meeting of the term of office of the Board. The term of office Company. of directors is renewable upon re-election at its expiry. ѧѧ The term of office of directors is three years, commencing from the date of approval by the general meeting or the date of approval by the staff representatives meeting up to the expiry of the current term of office of the Board. The term of office of directors is renewable upon re-election at its expiry. ѧѧ Article 6 In the event that a director resigns Article 6 In the event that a director resigns due to whatever reasons, the term of office of due to whatever reasons, the term of office of the by-elected director will commence from the the by-elected director will commence from the date of approval by the general meeting up to date of approval by the general meeting or the the expiry of the current term of office of the date of approval by the staff representatives Board. In the event that the term of a director meeting up to the expiry of the current term of falls upon expiry whereas the new member of office of the Board. In the event that the term the Board is not re-elected in time, the existing of a director falls upon expiry whereas the new director shall continue to perform his duties in member of the Board is not re-elected in time, accordance with the laws, administrative the existing director shall continue to perform regulations, departmental rules and the his duties in accordance with the laws, provisions of the Articles of Association until administrative regulations, departmental rules the re-elected director assumes office. and the provisions of the Articles of Association until the re-elected director assumes office.
–42– APPENDIX VIII DETAILS OF PROPOSED APPOINTMENT OF MR. HUANG LIPING AS A NON-EXECUTIVE DIRECTOR
The biographical details of Mr. Huang Liping are as follows:
Mr. Huang Liping, born in 1968, currently is the deputy secretary of the Party Committee, director and the general manager of Shenzhen Metro Group Co., Ltd. He successively held the positions as the engineer, deputy chief engineer, chief engineer of Shenzhen Gongkan Geotechnical Engineering Co. from April 1994 to June 1999, as the head of business department of Shenzhen Metro Group Co., Ltd., the deputy manager of the Line 2 construction branch, the deputy manager of the Line 7 construction branch (in charge), and the manager of the Line 7 construction branch from June 1999 to August 2014; as deputy general manager and Party Committee member of Shenzhen Metro Group Co., Ltd. from August 2014 to August 2018; as the deputy secretary of the Party Committee, director and general manager of Shenzhen Talent Anju Group Co., Ltd. from August 2018 to February 2021; and as the deputy secretary of the Party Committee, director and the general manager of Shenzhen Metro Group Co., Ltd. from February 2021 till now. Mr. Huang graduated from Tongji University with a bachelor’s degree in geotechnical engineering in 1991 and obtained a master’ s degree in engineering from Tongji University in 1994. Mr. Huang owns the title of professor-level senior engineer.
Save as disclosed above, as at the Latest Practicable Date, Mr. Huang (i) does not hold any other positions in the Company and its subsidiaries, did not hold any other directorships in other listed companies in the past three years; (ii) has no other relationships with any other Directors, Supervisors, senior management of the Company or substantial Shareholders; or (iii) has no other interests in the Shares within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of Hong Kong laws).
Save as disclosed above, Mr. Huang confirms that, there are no other matters that need to be brought to the attention of the Shareholders, nor is there any information that needs to be disclosed pursuant to any of the requirements of the provisions under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.
The Company will enter into a service contract with Mr. Huang. The term of office of Mr. Huang will commence on the date of the passing of the election at the AGM and end at the expiry of the term of the nineteenth session of the Board. The remuneration of Mr. Huang will be undertaken by referring to the remuneration plan for Directors considered and approved by the General Meeting.
–43– NOTICE OF THE 2020 ANNUAL GENERAL MEETING AND THE FIRST H SHAREHOLDERS CLASS MEETING OF 2021
CHINA VANKE CO., LTD.* 萬科企業股份有限公司 (A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 2202)
NOTICE OF THE 2020 ANNUAL GENERAL MEETING AND THE FIRST H SHAREHOLDERS CLASS MEETING OF 2021
The notice is hereby made that, the convening of the 2020 annual general meeting (the “AGM”) and the first class meeting of the holders of H Shares of 2021 of the Company (the “H Shareholders Class Meeting”) of China Vanke Co., Ltd.* (the “Company”) will start from 2:00 p.m. on Wednesday, 30 June 2021 at Vanke Center, No. 33 Huanmei Road, Dameisha, Yantian District, Shenzhen, the PRC.
I. Matters for consideration and approval at the AGM
The shareholders of the Company shall consider and, if thought fit, approve the following resolutions:
ORDINARY RESOLUTIONS
1. To consider and approve the report of the board of directors of the Company for the year 2020;
2. To consider and approve the report of the supervisory committee of the Company for the year 2020;
3. To consider and approve the annual report for the year 2020;
4. To consider and approve the resolution in relation to the re-appointment of certified public accountants for the year 2021;
5. To consider and approve the resolution in relation to the authorisation of the Company and its majority-owned subsidiaries providing financial assistance to third parties;
6. To consider and approve the authorisation of guarantee by the Company to its majority-owned subsidiaries;
7. To consider and approve the resolution in relation to purchasing liability insurance for directors, supervisors and senior management;
–44– NOTICE OF THE 2020 ANNUAL GENERAL MEETING AND THE FIRST H SHAREHOLDERS CLASS MEETING OF 2021
8. To consider and approve the resolution in relation to by-elect Mr. Huang Liping as a non-executive director;
9. To consider and approve the resolution in relation to the dividend distribution plan for the year 2020;
SPECIAL RESOLUTIONS
10. To consider and approve the scrip dividend scheme for H Shares in dividend distribution for the year 2020;
11. To consider and approve the resolution in relation to the general mandate to issue additional H shares;
12. To consider and approve the resolution in relation to the general mandate for repurchase of shares;
13. To consider and approve the resolution in relation to the amendments to Articles of Association;
14. To consider and approve the resolution in relation to the amendments to the Procedural Rules for the General Meeting;
15. To consider and approve the resolution in relation to the amendments to the Procedural Rules for the Board of Directors.
II. Matters for consideration and approval at the H Shareholders Class Meeting
The H shareholders of the Company will consider and, if thought fit, approve the following resolutions at the H Shareholders Class Meeting:
SPECIAL RESOLUTIONS
1. To consider and approve the scrip dividend scheme for H Shares in dividend distribution for the year 2020;
2. To consider and approve the resolution in relation to the general mandate for repurchase of shares.
By Order of the Board China Vanke Co., Ltd.* Yu Liang Chairman Shenzhen, the PRC, 28 May 2021
* For identification purpose only
–45– NOTICE OF THE 2020 ANNUAL GENERAL MEETING AND THE FIRST H SHAREHOLDERS CLASS MEETING OF 2021
Notes:
1. The register of members of H shares of the Company will be closed from Thursday, 24 June 2021 to Wednesday, 30 June 2021 (both days inclusive), during which period no share transfers of H shares of the Company will be effected. For those holders of H shares of the Company who intend to attend the AGM and/or H Shareholders Class Meeting, the shares and the registration documents must be delivered to the H share registrar of the Company, 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 Wednesday, 23 June 2021. The holders of the Company’s H shares whose names appear on the register of members of the Company at the close of business on Wednesday, 23 June 2021 are entitled to attend and vote in respect of the resolutions to be proposed at the AGM and/or H Shareholders Class Meeting.
2. Each shareholder entitled to attend and vote at the AGM and/or H Shareholders Class Meeting may appoint one or more proxies to attend and vote on his/her behalf at the AGM and/or H Shareholders Class Meeting. 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.
4. 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 of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 24 hours before the time appointed for the AGM and/or H Shareholders Class Meeting.
5. This AGM and H Shareholders Class Meeting are expected to last for half a day. Shareholders (in person or by proxy) attending this AGM and/or H Shareholders Class Meeting are responsible for their own transportation and accommodation expenses.
6. The address of the office of the board of directors is as follows:
China Vanke Co., Ltd.* Vanke 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
7. Each shareholder (or his/her proxy) shall exercise his/her voting rights by way of poll.
–46–