THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action you should take, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, certified public accountant or other professional adviser. If you have sold or transferred all your shares in CHINA VANKE CO., LTD.*, you should at once hand this circular to the purchaser or transferee, or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular. No Shareholder receiving a copy of this circular and/or an Election Form in any territory outside Hong Kong may treat the same as an invitation to elect for Shares unless in the relevant territory such invitation could lawfully be made to that Shareholder without China Vanke Co., Ltd.* having to comply with any registration or other legal requirements, governmental or regulatory procedures or any other similar formalities. It is the responsibility of any Shareholder outside Hong Kong who wishes to receive Scrip Shares under the scrip dividend scheme to comply with the laws of the relevant jurisdictions including any applicable procedures or any other similar formalities. CHINA VANKE CO., LTD.* 萬科企業股份有限公司 (A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 2202) THE SCRIP DIVIDEND SCHEME FOR H SHARES IN DIVIDEND DISTRIBUTION FOR THE YEAR 2020 * For identification purpose only 23 July 2021 DEFINITIONS In this circular, unless the context otherwise requires, the following expressions shall have the following meanings: “A Share(s)” the domestic ordinary share(s) with a nominal value of RMB1.00 each in the share capital of the Company, which are listed on the SZSE (stock code: 000002) and traded in RMB “A Shareholders Class Meeting” the first A Shareholders class meeting of 2021 of the Company convened at 18th Floor, Tower T2, Shum Yip UpperHills (Southern District), No. 5001 Huanggang Road, Shenzhen, Guangdong, the PRC starting from 2:00 p.m. on Wednesday, 30 June 2021 “AGM” the annual general meeting of 2020 of the Company convened at 18th Floor, Tower T2, Shum Yip UpperHills (Southern District), No. 5001 Huanggang Road, Futian District, Shenzhen, Guangdong, the PRC starting from 2:00 p.m. on Wednesday, 30 June 2021 “Articles of Association” the articles of association of the Company, as amended from time to time “B Shares” foreign shares listed and traded in stock exchange(s) of the PRC ”Board” or “Board of Directors” the board of Directors of the Company “Class Meeting(s) of A Shareholders Class Meeting and H Shareholders Shareholders” Class Meeting “Company” China Vanke Co., Ltd.*（萬科企業股份有限公司）, a joint stock company established in the PRC with limited liability on 30 May 1984, the H Shares of which are listed on the Hong Kong Stock Exchange (Stock Code: 2202) and the A Shares of which are listed on the SZSE (stock code: 000002) “Company Law” company law of the PRC, as amended from time to time “CSDCC” China Securities Depository and Clearing Corporation “Director(s)” the director(s) of the Company –1– DEFINITIONS “Election Form(s)” the form(s) of election in relation to the Scrip Dividend Scheme for the Eligible H Shareholders to elect to receive the 2020 dividend wholly or partly in new H Shares instead of in cash “Eligible H Shareholder(s)” has the meaning as defined under “10. Scope of Eligible H Shareholders” in “Appendix I Details of Proposed Scrip Dividend Scheme for H Shares in Dividend Distribution for the Year 2020” of this circular “First H Shareholders Class the first H Shareholders class meeting of 2021 of the Meeting of 2021” or Company convened at 18th Floor, Tower T2, Shum Yip “H Shareholders Class UpperHills (Southern District), No. 5001 Huanggang Meeting” Road, Futian District, Shenzhen, Guangdong, the PRC starting from 2:00 p.m. on Wednesday, 30 June 2021 “Group” or “Vanke” the Company and its subsidiaries “HK$” Hong Kong dollars, the lawful currency of Hong Kong “H Share(s)” the overseas listed foreign share(s) with a nominal value of RMB1.00 each in the share capital of the Company, which are listed on the Hong Kong Stock Exchange (Stock Code: 2202) and traded in Hong Kong dollars “H Shareholders” the holders of H Shares “H Share Registrar” Computershare Hong Kong Investor Services Limited “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Hong Kong Stock Exchange” or The Stock Exchange of Hong Kong Limited “SEHK” “Independent Non-executive the independent non-executive director(s) of the Director(s)” Company “Latest Practicable Date” 20 July 2021, being the latest practicable date for ascertaining certain information before the printing of this circular “Listing Rules” the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange, as amended from time to time –2– DEFINITIONS “Macau” the Macau Special Administrative Region of the PRC “PRC” the People’s Republic of China, which shall, for the purposes of this circular, exclude Hong Kong, Macau and Taiwan “RMB” Renminbi, the lawful currency of the PRC “Securities Law” Securities Law of the PRC, as amended from time to time “Share(s)” the ordinary share(s) of the Company, including A Share(s) and H Share(s) “Shareholder(s)” holder(s) of the Share(s) “SZSE” Shenzhen Stock Exchange “%” per cent –3– EXPECTED TIMETABLE OF SCRIP DIVIDEND SCHEME FOR H SHARES The following is a summary of the events in relation to the scrip dividend scheme in the form of a timetable: Cum-dividend date ............................................. 12July 2021 Ex-dividend date .............................................. 13July 2021 Latest time to lodge transfer documents for registration with the H Share Registrar .............................. 4:30 p.m. 14 July 2021 Closure of the registers of members of H Shares of the Company for the purpose of determining the H Shareholders’ entitlement to the 2020 dividend ............................. 15July 2021 to 20 July 2021 (both days inclusive) Record Date ................................................. 20July 2021 Latest time for return of the Election Form to the H Share Registrar (Note 2) .............................. 4:30 p.m. 6 August 2021 Despatch of dividend warrants and/or definitive certificates for new H Shares by ordinary mail at the risk of recipients ................................. 24August 2021 Expected first day of dealings in new H Shares ..................... 25August 2021 (subject to the proper receipt of definitive certificates for the new H Shares by the Eligible H Shareholders) Notes: 1. The expected timetable is for indication only and may subject to change. Should there be any change, the Company will make a further announcement in due course with respect to such change. 2. All references to dates and time in this circular are to Hong Kong dates and time. 3. If there is a tropical cyclone warning signal number 8 or above or a “black” rainstorm warning signal or post-super typhoon “extreme conditions” are in force in Hong Kong at or at any time prior to 4:30 p.m. on 6 August 2021, the deadline for return of the Election Form will be extended. –4– LETTER FROM THE BOARD CHINA VANKE CO., LTD.* 萬科企業股份有限公司 (A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 2202) Board of Directors Registered office and address of head office Executive Directors Vanke Center Mr. YU Liang No. 33 Huanmei Road Mr. ZHU Jiusheng Dameisha, Yantian District Mr. WANG Haiwu Shenzhen, the PRC Non-executive Directors Principal place of business in Hong Kong Mr. XIN Jie 55/F, Bank of China Tower Mr. HU Guobin 1 Garden Road Mr. HUANG Liping Hong Kong Mr. LI Qiangqiang Independent Non-executive Directors Mr. KANG Dian Ms. LIU Shuwei Mr. NG Kar Ling, Johnny Mr. ZHANG Yichen 23 July 2021 To the H Shareholders Dear Sir or Madam, THE SCRIP DIVIDEND SCHEME FOR H SHARES IN DIVIDEND DISTRIBUTION FOR THE YEAR 2020 INTRODUCTION The 2020 dividend distribution plan was considered and approved at the AGM on 30 June 2021. A total of cash dividend of RMB14,522,165,251.25 (inclusive of tax) is proposed for distribution for 2020, representing 34.98% of the profit for the year attributable to equity shareholders of the Company for 2020. There will be no bonus shares or transfer of equity reserve to the share capital of the Company. If, based on the total number of 11,617,732,201 Shares of the Company as at the record date for dividend distribution (“Record Date”), a cash dividend of RMB12.50 (inclusive of tax) will be distributed for every 10 Shares held (“2020 Dividend”). –5– LETTER FROM THE BOARD The resolution on the proposed scrip dividend for H Shares in dividend distribution for the year 2020 was also considered and approved at the AGM and Class Meetings of Shareholders. The Company proposes to provide a “scrip dividend” option in the dividend distribution plan for the year 2020 to Eligible H Shareholders, i.e. Eligible H Shareholders may choose the options to receive their dividends in cash or H Shares of the same value (“Scrip Dividend Arrangement for H Shares”). The purpose of this circular is to set out the procedures which apply in relation to the Scrip Dividend Arrangement for H Shares and the action which should be taken by the Eligible H Shareholders in relation thereto.