China Vanke : SUPPLEMENTAL NOTICE OF THE 2020 ANNUAL GENERAL MEETING AND THE FIRST H SHAREHOLD...

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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)

SUPPLEMENTAL NOTICE OF THE 2020 ANNUAL GENERAL MEETING

AND THE FIRST H SHAREHOLDERS CLASS MEETING OF 2021

Reference is made to the notice of the 2020 annual general meeting (the "AGM") and the first H Shareholders class meeting of 2021 (the "H Shareholders Class Meeting") by China Vanke Co., Ltd. (the "Company") dated 28 May 2021 (the "Initial Notice").

The Resolution Regarding Iterative Non-property Development Business Co-investment Mechanism was considered and approved at the ninth meeting of the nineteenth session of the Board of the Company on 11 June 2021, with seven votes in favor, 0 vote against and 0 abstention. Mr. Yu Liang, Mr. Zhu Jiusheng and Mr. Wang Haiwu, executive directors of the Company, abstained from voting. The resolution still needs to be submitted to the general meetings of the Company for consideration.

The board of directors of the Company (the "Board"), as the convenor of AGM, has issued the notice of AGM on 28 May 2021. According to Article 72 of the Company's current Articles of Association, the convenor of a general meeting shall not amend the proposed resolutions set out in the notice of the meeting or add any new proposed resolutions subsequent to the issue of the notice of the general meeting, while Shareholders individually or jointly holding more than 3% of the Company's shares shall have the right to submit extra interim resolutions in writing to the convenor of a general meeting 10 days prior to the meeting. The convenor shall issue a supplemental notice of the general meeting containing the contents of such extra interim resolutions within 2 days after receipt thereof. It was resolved at the ninth meeting of the nineteenth session of the Board that, if eligible Shareholders submit abovementioned resolution to the AGM within a prescribed time, the Board agrees to submit such interim resolution to the AGM for consideration. On 15 June 2021, the Board, as the convenor of the AGM, received a written letter from Shenzhen Metro Group Co., Ltd. (which held 3,242,810,791 A Shares as at the date of this notice, accounting for 27.91% of the total issued shares of the Company). The letter stated that Shenzhen Metro Group Co., Ltd., as a shareholder of the Company, submitted an interim resolution to the Board, and propose to AGM for the consideration of the Resolution Regarding Iterative Non-property Development Business Co-investment Mechanism.

The supplemental notice is hereby made that, the convening of the AGM and the H Shareholders Class Meeting will start from 2:00 p.m. on Wednesday, 30 June 2021, as originally scheduled.

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In order to further improve the prevention and control of the current COVID-19 epidemic, pursuant to the Articles of Association and other relevant requirements, the venue of the AGM and H Shareholders Class Meeting is hereby changed to 18th Floor, Tower T2, Shum Yip UpperHills (Southern

District), No. 5001 Huanggang Road, Futian District, Shenzhen, Guangdong, the PRC. The

Company apologises for any inconvenience that may be caused to the investors, and would be grateful for investors' understanding.

The Company encourages and recommends that Shareholders shall give priority to participating in the AGM and H Shareholders Class Meeting through off-site means. Shareholders or proxies who intend to attend the meetings on site shall pay attention in advance, and comply with the regulations and requirements in Guangdong Province and Shenzhen. The Company will take measures for prevention and control of the epidemic, such as registration for the meeting, monitoring body temperature and checking health code and itinerary code and nucleic acid test report within 48 hours, for Shareholders or proxies attending the meeting on site. Shareholders or proxies who exhibit symptoms such as fever and cough, do not wear masks as required, or fail to comply with the rules and requirements in relation to epidemic prevention and control will not be able to enter the site of the meetings.

In addition, if the number of Shareholders or proxies attending the meeting has reached the upper limit as required by the relevant government departments in accordance with the provisions of epidemic prevention and control on the day of the AGM and H Shareholders Class Meeting, the Shareholders and proxies will enter the venue according to the "first-come-first-served" principle, and Shareholders or proxies subsequently attending may not be able to enter the meeting venue.

1. 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;

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1. To consider and approve the authorisation of guarantee by the Company to its majority-owned subsidiaries;
2. To consider and approve the resolution in relation to purchasing liability insurance for directors, supervisors and senior management;
3. To consider and approve the resolution in relation to by-elect Mr. Huang Liping as a non-executive director;
4. To consider and approve the resolution in relation to the dividend distribution plan for the year 2020;

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 to issue additional H shares;
3. To consider and approve the resolution in relation to the general mandate for repurchase of shares;
4. To consider and approve the resolution in relation to the amendments to Articles of Association;
5. To consider and approve the resolution in relation to the amendments to the Procedural Rules for the General Meeting;
6. To consider and approve the resolution in relation to the amendments to the Procedural Rules for the Board of Directors.

SUPPLEMENTAL ORDINARY RESOLUTION

16. To consider and approve the resolution in relation to the iterative non-property development business co-investment mechanism.

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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, 15 June 2021

• For identification purpose only

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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. In view of the fact that the Proxy Form of the AGM (the "Initial Proxy Form") issued together with the notice dated 28 May 2021 does not contain resolution No. 16 contained in this notice, a revised Proxy Form of the AGM (the "Revised Proxy Form of the AGM") is therefore attached to this circular.
   Any Shareholder who intends to appoint a proxy to attend the AGM and has not lodged the Revised Proxy Form of the AGM is required to complete and lodge the enclosed Revised Proxy Form of the AGM in accordance with the instructions stated thereon and lodging the Initial Proxy Form is not required. If a Shareholder has already returned the Initial Proxy Form in accordance with the instructions printed thereon, he/she should note that:
5. 1. If no Revised Proxy Form of the AGM is returned by the Shareholder, the Initial Proxy Form will be treated as a valid proxy form lodged by the Shareholder. (Each of) the proxy(ies) appointed under the Initial Proxy Form will also be entitled to vote in accordance with the instructions previously given by the Shareholder or at his/her discretion (if no such instructions are given) on any resolution properly put to the AGM (including the new resolution contained in the supplemental notice).
   2. If the Revised Proxy Form of the AGM is lodged 24 hours before the time appointed for the AGM, the Revised Proxy Form of the AGM, if duly completed, will revoke and supersede the Initial Proxy Form previously lodged by the Shareholder. The Revised Proxy Form of the AGM will be treated as a valid form of proxy if duly completed.
   3. If the Revised Proxy Form of the AGM is lodged within 24 hours before the time appointed for the AGM, or lodged 24 hours before the time appointed for the AGM but not duly completed, it will be deemed invalid. It will not revoke the Initial Proxy Form previously lodged by the Shareholder, and the Initial Proxy From will be treated as a valid proxy form lodged by the Shareholder if duly completed. (Each of) the proxy(ies) appointed under the Initial Proxy Form will also be entitled to vote in accordance with the instructions previously given by the Shareholder or at his/her discretion (if no such instructions are given) on any resolution properly put to the AGM (including the new resolution contained in the supplemental notice).

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