Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement. 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) 2019 ANNUAL RESULTS ANNOUNCEMENT The board of directors (the “Board”) of China Vanke Co., Ltd.* (the “Company”) is pleased to announce the audited results of the Company and its subsidiaries for the year ended 31 December 2019. This announcement, containing the full text of the 2019 Annual Report of the Company, complies with the relevant requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited in relation to information to accompany preliminary announcement of annual results. Printed version of the Company’s 2019 Annual Report will be delivered to the H-Share Holders of the Company and available for viewing on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and of the Company (www.vanke.com) in April 2020. Both the Chinese and English versions of this results announcement are available on the websites of the Company (www.vanke.com) and The Stock Exchange of Hong Kong Limited (www.hkexnews.hk). In the event of any discrepancies in interpretations between the English version and Chinese version, the Chinese version shall prevail, except for the financial report prepared in accordance with International Financial Reporting Standards, of which the English version shall prevail. By order of the Board China Vanke Co., Ltd.* Zhu Xu Company Secretary Shenzhen, the PRC, 17 March 2020 As at the date of this announcement, the board of directors of the Company comprises Mr. YU Liang, Mr. WANG Wenjin and Mr. ZHANG Xu as executive directors; Mr. LIN Maode, Mr. CHEN Xianjun and Mr. SUN Shengdian as non-executive directors; and Mr. KANG Dian, Ms. LIU Shuwei, Mr. NG Kar Ling, Johnny and Mr. LI Qiang as independent non-executive directors. * for identification purpose only Important Notice: 1. The Board, the Supervisory Committee and the Directors, members of the Supervisory Committee and senior management of the Company warrant that in respect of the information contained in 2019 Annual Report (the “Report”, or “Annual Report”), there are no misrepresentations, misleading statements or material omission, and individually and collectively accept full responsibility for the authenticity, accuracy and completeness of the information contained in the Report. 2. The Report has been approved by the 27th meeting of the 18th session of the Board (the “Meeting”) convened on 17 March 2020. All Directors attended the Meeting in person. 3. The Company’s proposal on dividend distribution for the year of 2019: Based on the total share capital on the equity registration date when dividends are paid, the total amount of cash dividends proposed for distribution for 2019 will be RMB11,810,739,436.05 (inclusive of tax), accounting for 30.4% of the net profit attributable to equity shareholders of the Company for 2019, without any bonus shares or transfer of equity reserve to the share capital. Based on the Company’s total number of 11,302,143,001 shares at the end of 2019, a cash dividend of RMB10.45 (inclusive of tax) will be distributed for each 10 shares. 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 the changes in our total number of shares on record date for dividend distribution, dividend per share shall be adjusted accordingly on the premise that the total dividends amount remains unchanged. The abovementioned proposed dividend will be paid to shareholders of the Company on or around 30 August 2020 after such dividend proposal being considered and approved at the annual general meeting of 2019 of the Company. 4. The financial report of the Report has been audited by KPMG, which has issued an auditor’s report with unqualified audit opinion. 5. Mr. YU Liang, Chairman of the Board, Mr. ZHU Jiusheng, President and Chief Executive Officer, and Mr. WANG Wenjin, Executive Vice President and Finance Principal declare that the financial report contained in the Report is warranted to be true, accurate and complete. 6. The Report contains forward-looking statements in relation to matters such as future plans, which do not constitute any specific undertakings to investors by the Group. Investors are advised to be aware of the risks involved, understand the differences between plans, forecasts and undertakings, and pay attention to investment risks. 7. The Report details principal risks faced by the Company and countermeasures thereof. Investors are advised to refer to “Section 8 Corporate Governance Report”. 8. Unless otherwise specified, the currency referred to in the Report is Renminbi. The Report has been prepared in Chinese and English respectively. In case of discrepancy, the Chinese version shall prevail, except for the financial report prepared in accordance with International Financial Reporting Standards, of which the English version shall prevail. Contents Section 1 To Shareholders 4 Section 2 Corporate Information 76 Section 3 Accounting and Financial Highlights 98 Section 4 Directors’ Report 1211 Section 5 Significant Events 8488 Section 6 Change in Share Capital and Information on Shareholders 10197 Section 7 Directors, Members of Supervisory Committee, 111 Senior Management and Employees 104 Section 8 Corporate Governance Report 115123 Section 9 Report of Supervisory Committee 143150 Section 10 Information on Corporate Bonds 147154 Section 11 Financial Report 158151 Section 12 Contents of Documents Available for Inspection 284279 22 China China Vanke Vanke Co., Co.,Ltd. Ltd. Definition Term Meaning The Company China Vanke Co., Ltd. Vanke, the Group China Vanke Co., Ltd. and its subsidiaries The Board The board of directors of the Company Supervisory Committee The Supervisory Committee of the Company Vanke Service Vanke Service Development Co., Ltd. SCPG SCPG Holdings Co., Limited, incorporated in the Cayman Islands VX Logistic Properties Vanke Logistics Development Co., Ltd. BG the abbreviation to Business Group, which refers to business group, including Southern Regional BG, Shanghai Regional BG, Northern Regional BG, Central and Western Regional BG and Property Service BG. BU the abbreviation to Business Unit, which refers to business unit, including SCPG BU, Logistics BU, Long-term Rental Apartment BU, Overseas BU, Ski Resort BU, Meisha Education BU, Enterprise Services BU and Food BU CSRC China Securities Regulatory Commission SZSE Shenzhen Stock Exchange SEHK The Stock Exchange of Hong Kong Limited SZMC Shenzhen Metro Group Co., Ltd. Jushenghua Shenzhen Jushenghua Co., Ltd. Company Law Company Law of the People’s Republic of China Securities Law Securities Law of the People’s Republic of China SZSE Listing Rules Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange SEHK Listing Rules Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited Corporate Governance Code Corporate Governance Code set out in Appendix 14 of SEHK Listing Rules Model Code Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix 10 of Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited A Share(s) (RMB-denominated domestic ordinary share(s) with a nominal value of RMB1.00 each Ordinary Share(s)) in the share capital of the Company, which are listed on the SZSE and traded in Renminbi H Share(s) (Overseas-listed overseas-listed foreign ordinary share(s) with a nominal value of Foreign Share(s)) RMB1.00 each in the share capital of the Company, which are listed on the SEHK and traded in Hong Kong dollars. Articles of Association Articles of Association of China Vanke Co., Ltd. Period or Reporting Period 1 January 2019 to 31 December 2019 RMB Renminbi, unless otherwise specified Annual Report 2019 3 SECTION 1 TO SHAREHOLDERS The year 2019 marks the 35th anniversary of Vanke. Those who suit their actions to the time succeed. Enterprises always face changing circumstances. Those who adapt to changes, survive; those who innovate, grow; those who work hard, thrive. These are universal and immutable truths. In the past 35 years, China’s reform, growing prosperity and progress have facilitated the development of Vanke. Looking ahead, Vanke can advance further only by keenly observing trends of environmental changes, embracing change and optimizing its management. Vanke first proposed the concept of a “Silver Age” in the real estate industry. At present, the Silver Age has reached a critical phase, and its characteristics are gradually becoming distinct. From increment to inventory, balance to polarization, simplicity to complexity, and singularity to comprehensiveness; these four aspects of change all bear the major characteristics of a transition from a Golden Age to a Silver Age. Urbanization is gradually entering the second phase and urban development has gradually matured. Regardless of customer demand or land supply, growth is slowing down, and the extraction of inventory value has become increasingly important. During the second phase of urbanization, city development will transit toward the intensive development of city clusters, the wealth gap among cities will gradually widen, and polarization – not balance – will become the main trend instead of balance. In terms of consumer and employee structures, a new generation of young adults is entering the mainstream, and their values and preferences will become more diverse. Enterprises must transition from the simple to the complex, regardless of their product service solutions or organizational management methods. There is also an upgrading trend in corporate competition; the era of single-product planning has ended, and an era of competition for comprehensive strength has arrived.