China Vanke : PLACING OF NEW H SHARES UNDER GENERAL MANDATE

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.

This announcement appears for information only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.

The securities have not been registered under the United States Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States or to "U.S. persons" (within the meaning of the Securities Act) unless the securities are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available. This announcement is not an offer of securities for sale in the United States or to or for the account or benefit of any U.S. person.

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)

PLACING OF NEW H SHARES UNDER GENERAL MANDATE

Global Coordinator

Co-Global Coordinators

Placing Agents

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The Board is pleased to announce that on 27 March 2019 (after trading hours of the Stock Exchange), the Company entered into the Placing Agreement with the Placing Agents in relation to the Placing of 262,991,000 new H Shares at the Placing Price of HK$29.68 per H Share.

The Placing Shares represent approximately 20.00% and 2.38%, respectively, of the total existing issued H Shares and the total existing issued share capital of the Company as at the date of this announcement, and approximately 16.67% and 2.33%, respectively, of the total issued H Shares and the total issued share capital of the Company as enlarged by the allotment and issue of the Placing Shares.

The Placing Agents will, on a best efforts basis, place the Placing Shares to no less than six

(6)Placees, who will be professional, institutional or other investors during the Placing Period subject to the terms and conditions set out in the Placing Agreement.

On the assumption that all Placing Shares are fully placed, the aggregate gross proceeds from the Placing are expected to be approximately HK$7.81 billion and the aggregate net proceeds (after deducting all applicable costs and expenses, including commission and legal fees) from the Placing are expected to be approximately HK$7.78 billion. The Company intends to use the net proceeds from the Placing to repay the outstanding overseas debt financing of the Group, subject to the provisions of applicable laws, regulations and normative documents or the requirements of regulatory authorities on the use of proceeds and the net proceeds from the Placing will not be used for the development of residential properties. The Placing Shares will be issued under the General Mandate.

Since completion of the Placing is subject to the satisfactions of certain conditions mentioned herein, the Placing may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the H Shares and other securities of the Company.

PLACING OF NEW H SHARES UNDER GENERAL MANDATE

The Company entered into the Placing Agreement on 27 March 2019 (after trading hours of the Stock Exchange) with the Placing Agents in relation to the Placing of 262,991,000 new H Shares at the Placing Price of HK$29.68 per H Share, pursuant to which the Placing Agents will, on a best efforts basis, place the Placing Shares to no less than six (6) Placees, who will be professional, institutional or other investors during the Placing Period subject to the terms and conditions set out in the Placing Agreement.

THE PLACING AGREEMENT

Date: 27 March 2019

Issuer:

The Company

Placing Agents:

CLSA Limited

China International Capital Corporation Hong Kong Securities Limited

UBS AG Hong Kong Branch

CMB International Capital Limited

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Placing

Pursuant to the Placing Agreement, the Placing Agents, each on a several but not joint nor joint and several basis, have agreed to act as the placing agents for the Company to procure (either by themselves or through their respective affiliates or through their respective sub-placing agents) subscribers on a best efforts basis to subscribe for an aggregate of 262,991,000 Placing Shares at the Placing Price during the Placing Period subject to the terms and conditions set out in the Placing Agreement.

The Placees

The Placing Agents will place the Placing Shares to no less than six (6) Placees, who will be professional, institutional or other investors. The choice of Placees for the Placing Shares shall be determined by the relevant Placing Agent after consultation with the Company, subject to the requirements of the Listing Rules and in particular, each Placing Agent shall use its reasonable endeavours, such as based on information available to such Placing Agent, information provided by the Company and/or confirmations from the Placees procured by such Placing Agent, to ensure that each Placee procured by such Placing Agent and the ultimate beneficial owner(s) of the relevant Placing Shares (where applicable) are not (and will not as a result of the Placing become) connected persons of the Company. It is expected that none of the individual Placees will become a substantial shareholder (as defined in the Listing Rules) of the Company immediately after the completion of the Placing.

Number of Placing Shares

The Placing Shares represent approximately 20.00% and 2.38%, respectively, of the total existing issued H Shares and the total existing issued share capital of the Company as at the date of this announcement, and approximately 16.67% and 2.33%, respectively, of the total issued H Shares and the total issued share capital of the Company as enlarged by the allotment and issue of the Placing Shares.

The aggregate nominal value of the Placing Shares will be RMB262,991,000 (equivalent to approximately HK$307,440,789, at the exchange rate of HK$1= RMB0.85542, being the exchange rate prevailing on 27 March 2019).

Placing Price

The Placing Price of HK$29.68 per Placing Share represents:

(i)a discount of approximately 5.02% to the closing price of HK$31.25 per H Share as quoted on the Stock Exchange on 27 March 2019, being the date of the Placing Agreement;

(ii)a discount of approximately 5.57% to the average closing price of HK$31.43 per H Share as quoted on the Stock Exchange for the last 5 trading days up to and including 27 March 2019; and

(iii)a discount of approximately 3.37% to the average closing price of HK$30.72 per H Share as quoted on the Stock Exchange for the last 30 trading days up to and including 27 March 2019.

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The Placing Price was determined after arm's length negotiation between the Company and the Placing Agents which has taken into account recent market price of the H Shares and the current market conditions. The Directors consider that the Placing Price is fair and reasonable and that the Placing is in the interests of the Company and the Shareholders as a whole.

Ranking of the Placing Shares

The Placing Shares, when issued pursuant to the Placing Agreement, will be fully paid up and will rank pari passu in all respects with the other H Shares then in issue with clear legal and beneficial title free from all Encumbrances and together with all rights attaching to them as at the date of issue of the Placing Shares, including the rights to receive all dividends declared, made or paid, the record date for which falls on or after the date of issue of the Placing Shares.

Conditions of the Placing

Completion of the Placing is conditional upon the fulfilment (or, in respect of (iii), (iv) and (v), waiver by the Coordinators (on behalf of the Placing Agents)) of the following conditions:

(i)all necessary approval and consents from relevant authorities of the PRC (including but not limited to the approval from the CSRC) in connection with the Placing having been obtained and remain in full force and effect on the Closing Date;

(ii)the Listing Committee granting approval for the listing of, and permission to deal in, the Placing Shares on the Stock Exchange (and such listing and permission not subsequently being revoked prior to the delivery of definitive share certificate(s) representing the Placing Shares);

(iii)the Coordinators (on behalf of the Placing Agents) receiving on the Closing Date, in form and substance satisfactory to the Coordinators, a copy of a Hong Kong legal opinion from the Placing Agents' Hong Kong legal counsel;

(iv)the Coordinators (on behalf of the Placing Agents) receiving on the Closing Date, in form and substance satisfactory to the Coordinators, a copy of a US legal opinion from the Placing Agents' US legal counsel; and

(v)the Coordinators (on behalf of the Placing Agents) receiving on the Closing Date, in form and substance satisfactory to the Coordinators, a copy of a PRC legal opinion from the Placing Agents' PRC legal counsel.

If the conditions are not fulfilled or, where applicable, waived by the Coordinators (on behalf of the Placing Agents) at or before 8:00 a.m. (Hong Kong time) on the Closing Date, the Placing Agreement shall terminate and neither the Company nor the Placing Agents shall be liable to the other or have any claim against the other for costs, damages, compensation or otherwise arising under the Placing Agreement save and except for any liability for antecedent breaches of either party to the Placing Agreement or as otherwise stipulated in the Placing Agreement.

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Termination

If at any time at or prior to 8:00 a.m. (Hong Kong time) on the Closing Date, any of the specific events provided in the Placing Agreement, such as any breach of any of the representations and warranties by the Company as set out in the Placing Agreement, occurs, then and in any such case, the Coordinators (on behalf of the Placing Agents) may, after consultation with the Company (to the extent that the same is reasonably practicable), terminate the Placing Agreement without liability to the Company by giving notice in writing to the Company, provided that such notice is received at or prior to 8:00 a.m. (Hong Kong time) on the Closing Date.

Lock-up Undertakings by the Company

The Company undertakes that for the period commencing from (and including) the date of the Placing Agreement and up to 90 days from (and including) the Closing Date neither the Company nor any person acting on its behalf will, (a) sell, transfer, dispose, allot or issue or offer to sell, transfer, dispose, allot or issue or grant any option, right or warrant to subscribe (either conditionally or unconditionally, or directly or indirectly, or otherwise) any shares of the Company or any interests in the shares of the Company or any securities convertible into or exercisable or exchangeable for or substantially similar to any shares of the Company or interest in the shares of the Company except for the Placing Shares; or (b) agree (conditionally or unconditionally) to enter into or effect any such transaction with the same economic effect as any of the transactions described in (a) above; or (c) announce any intention to enter into or effect any such transaction described in (a) or (b) above unless with the prior written consent of the Coordinators (on behalf of the Placing Agents).

Completion of the Placing

Completion of the Placing shall take place on the Closing Date subject to the fulfillment with the provisions of the Placing Agreement.

LOCK-UP UNDERTAKINGS BY THE PLACEE

One of the Placees voluntarily undertakes that it will not offer, lend, sell, contract to sell, pledge, grant any option to purchase, transfer or otherwise dispose of any of the Placing Shares subscribed for a period of one month from the date of the listing of the Placing Shares on the Stock Exchange without the prior written consent of the relevant Placing Agent other than in connection with any mortgage, charge, pledge, lien or other security interest granted by such Placee in connection with the security document entered into on or about the date of listing of the Placing Shares on the Stock Exchange between such Placee and a financial institution.

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