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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)

ANNOUNCEMENT OF RESOLUTIONS APPROVED AT

THE TWENTY-SEVENTH MEETING OF

THE EIGHTEENTH SESSION OF THE BOARD OF DIRECTORS

1. THE CONVENING OF THE MEETING

The written notice of the twenty-seventh meeting (the "Meeting") of the eighteenth session of the board of directors (the "Board") of China Vanke Co., Ltd.* (the "Company", together with its subsidiaries, the "Group") was sent to all the directors of the Company by email on 3 March 2020. The Meeting was held on 17 March 2020 in Shenzhen, in the way of physical and communication conference. Mr. YU Liang, the Chairman of the Board, chaired the Meeting, members of the Supervisory Committiee and other senior management also attended the Meeting. The convening of the Meeting was in compliance with the relevant rules and the requirements of the Articles of Association of China Vanke Co., Ltd. ("Articles of Association").

2. RESOLUTIONS CONSIDERED AND THE VOTING RESULTS

  1. The 2019 Annual Report and its Summary were considered and approved Voting results: 10 votes in favour, 0 vote against and 0 abstention.
    This resolution shall be submitted to the general meeting of the Company for consideration.
  2. The Audited 2019 Annual Report was considered and approved

Voting results: 10 votes in favour, 0 vote against and 0 abstention.

  1. The Company's Major Tasks for 2020 were considered and approved Voting results: 10 votes in favour, 0 vote against and 0 abstention.

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  1. The Resolution on the Appropriation and Write-off of Impairment Provision for 2019 was considered and approved
    As at the end of 2019, the total amount of provisions for impairment in asset value of the Company amounted to RMB6,951,018,600, including credit loss and impairment of prepayments of RMB2,334,807,800, representing an increase of RMB206,958,300 compared to the same period of the previous year. The balance of the provision for diminution in value of inventory amounted to RMB2,990,092,100, representing an increase of RMB677,239,600 compared to the same period of the previous year. The balance of the provision for impairment of investment properties amounted to RMB1,626,118,700, representing an increase of RMB512,083,500 compared to the same period of the previous year.
    Voting results: 10 votes in favour, 0 vote against and 0 abstention.
  2. The Proposal on Profit Appropriation for 2019 was considered and approved

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 2019 amounted to RMB38,872,086,881.32. Net profit attributable to the Company amounted to RMB36,050,781,629.60. According to the relevant requirements of the Company Law of the People's Republic of China 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 amounted to RMB12,617,773,570.36. Taking into account the undistributed profit at the beginning of the year of RMB294,666,157.41, the distributable profit of the Company at the end of 2019 amounted to RMB12,912,439,727.77.

The proposal made by the Board in relation to the 2019 dividend distribution is as follows: a total of cash dividend of RMB11,810,739,436.05 (inclusive of tax) is proposed for distribution for 2019, representing 30.38% of the profit for the year attributable to equity shareholders of the Company for 2019. There will be no equity dividend or transfer of equity reserve to the share capital of the Company. If, based on the total number of 11,302,143,001 shares of the Company as at the end of 2019, a cash dividend of RMB10.45 (inclusive of tax) will be distributed for every 10 existing shares held. If there are any changes in the total number of shares on the record date for dividend distribution as a result of additional issue, repurchase, conversion of convertible bonds into equity and other circumstances, the dividend per share will be adjusted accordingly on the condition that the total dividend to be distributed remains unchanged.

Voting results: 10 votes in favour, 0 vote against and 0 abstention.

This resolution shall be submitted to the general meeting of the Company for consideration.

  1. The Internal Control Self-Assessment Report for 2019 was considered and approved Voting results: 10 votes in favour, 0 vote against and 0 abstention.

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  1. The Resolution on Reappointment of the Certified Public Accountants for 2020 was considered and approved
    To continue to appoint KPMG Huazhen LLP to audit the financial statements of the Company for 2020 prepared in accordance with the PRC Accounting Standards for Business Enterprises, prepare an internal control audit report, and review the interim financial statements of the Company for 2020 prepared in accordance with the PRC Accounting Standards for Business Enterprises; to re-appoint KPMG to audit the financial statements of the Company for 2020 prepared in accordance with the International
    Financial Reporting Standards, and audit the interim financial statements of the Company for 2020 prepared in accordance with the International Financial Reporting Standards.
    The remuneration for the auditing services of KPMG Huazhen LLP and KPMG in 2020 will be
    RMB16.8 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.
    Voting results: 10 votes in favour, 0 vote against and 0 abstention.
    This resolution shall be submitted to the general meeting of the Company for consideration.
  2. The Resolution on Confirmation of Economic Profit Bonus for 2019 was considered and approved
    The economic profit realized by the Company for 2019 was RMB19,997,220,223.51, and RMB1,999,722,022.35 was accrued as economic profit bonus for 2019.
    Voting results: 10 votes in favour, 0 vote against and 0 abstention.
  3. The Resolution on the 2019 Corporate Social Responsibility Report was considered and approved
    Voting results: 10 votes in favour, 0 vote against and 0 abstention.
  4. The Resolution on the Proposal to a General Meeting for Re-authorizing the Company and its
    Majority-owned Subsidiaries to Provide Financial Assistance to Third Parties was considered and approved
    The 2018 annual general meeting of the Company approved the authorization to provide financial assitance on 28 June 2019, with the term of validity until the date of resolution of 2019 annual general meeting of the Company. The Industry Information Disclosure Guideline No. 3 - Real Estate Business Related Listed Companies revised by Shenzhen Stock Exchange in 2019 allow listed companies engage in real estate business to continue to obtain authorization regarding financial asssitance in their general meeting.

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In view that project company model is commonly used in the real estate development project, the registered capital of such type of project company usually is difficult to cover captial needs for running the projects, therefore the short term investment (loan) from shareholder(s) of the project company is necessary. In order to continue to provide 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, the Board has agreed to propose to the 2019 annual general meeting of the Company for authorizing 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 abovementioned rules. Details of the authorisation are as follows:

  1. The proposed authorisation for financial assistance 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 an unconsolidated project company or a project company with no more than 50% of equity interest attributable to the Company, or a majority-owned subsidiary established by the Company and its connected parties through investment.
    However, the parties which receive financial asssitance cannot be the directors, supervisors, senior management, shareholder(s) who hold 5% or more equity interest, facto controller and its controlled entity or other organziation, of the Company.
  2. The target of such financial assistance shall be engaged in real estate development as its only main business. The capital of financial assistance shall only be applied for the target's main business. The target's 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 and term of financing, interest rates, and covenant and security measures.
  4. The total amount of the authorized financing shall not exceed 50% of the Company's latest audited net equity attributable to the equity shareholders of the Company, that is RMB94,029 million. The amount of financing to a single project company shall not exceed 10% of the Company's latest audited net equity attributable to the equity shareholders of the Company, that is RMB18,806 million.
  5. Sources of the financial assistance shall be internal resources and self-raised capital of the Company.

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  1. To enhance decision-making efficiency, the Board proposes to the Company's general meeting to decide on financial assistance matters in compliance with the aforementioned conditions. Upon receiving the authorisation from the general meeting, the Board shall further authorise the Company's President to make relevant decision, and to have timely disclosure.
  2. The above authorisation shall be in force from the day of approval of the resolution at the Company's 2019 annual general meeting to the date of the Company's 2020 annual general meeting.

Voting results: 10 votes in favour, 0 vote against and 0 abstention.

This resolution shall be submitted to the general meeting of the Company for consideration.

  1. The Resolution on the Proposal to a General Meeting for Authorizing the Company to Provide
    Guarantee to its Majority-owned Subsidiaries was considered and approved
    In accordance with Shenzhen Stock Exchange Industry Information Disclosure Guideline No. 3 - Real Estate Business Related Listed Companies (2019 amendment), the listed companies which engage in real estate business could obtain certain authorisation regarding provision of guarantee to its majority- owned subsidaries which operate real estate development projects.
    In order to promote the development of business, fund required by project companies consolidated in financial statements, ensure construction progress of projects consistent with operational plan of the
    Company, and enhance return to shareholders, the Board has agreed to propose to the 2019 annual general meeting of the Company for authorizing the Board (or its designated person (s)) to decide on the arrangements for the provision of guarantee to its majority-owned subsidiaries within a specified amount, in accordance with abovementioned rules. Details of the authorisation are as follows:
    1. The Company provides guarantee to its controlled subsidiaries
    The Company shall provide guarantee to its majority-owned subsidiaries, on its facility business with bank and other financial institution, with total amount not exceeding RMB30 billion within the validity period.
    Amongst abovementioned, the amount of guarantee to be provided by the Company to, for subsidiaries with debt to asset ratio exceeding 70%, shall not exceed RMB20 billion, and for susbidiaries with debt to asset ratio less than 70%, shall not exceed RMB10 billion.

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  1. The accumulated amount guarantee to third parties and guarantee overdue
    The balance of amount guaranteed by the Group was RMB24,017 million, as at 31 December 2019, which accounted for 12.77% of the audited net assets attributable to shareholders of the Company. Amongst them, the balance of amount of guarantee provided by the Company and its majority-owned subsidiaries to other majority-owned subsidiaries and joint venture companies was RMB21,636 million and RMB2,381 million, respectively.
    All guarantees provided by the Group complied with revelant laws and regulations, the approval procedures of general meeting in Articles of Association, with no item overdue.
  2. The delegation and validity period of the authorisation
    In order to enhance the efficiency of decision-making, the Board has agreed to propose to geneeral meeting to authorise the Board to decide the guarantee items which match abovementioned conditions, and the Board, while obtaining the authorisation of general meeting, will further delegate the chief executive officer of the Company to make such decisions and its disclosure.

The validity period of abovementioned authorisation will be from the date of resolution of 2019 annual general meeting until the date of resolution of 2020 annual general meeting.

Voting results: 10 votes in favour, 0 vote against and 0 abstention.

This resolution shall be submitted to the general meeting of the Company for consideration.

  1. The Resolution on Upgrade and Define Principles of Annual Bonus Arrangement for Year 2020-
    2022 was considered and approved
    Voting results: 10 votes in favour, 0 vote against and 0 abstention.
  2. The Resolution on Revision on Co-investment System

Voting results: 10 votes in favour, 0 vote against and 0 abstention.

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  1. The Resolution on Appointment of Ms. HAN Huihua as an Executive Vice President and Finance Principal was considered and approved
    Details of which can be referred to the Announcement regarding the Appointment of Ms. HAN Huihua as an Executive Vice President and Finance Principal of the Company, published by the Company on the website of The Stock Exchange of Hong Kong Limited.

Voting results: 10 votes in favour, 0 vote against and 0 abstention.

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 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

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China Vanke Co. Ltd. published this content on 17 March 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 March 2020 11:49:05 UTC