China Vanke Co., Ltd Class ASZSE: 000002

The scrip dividend scheme for h shares in dividend distribution for the year 202...

· Issued by China Vanke Co., Ltd Class A

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

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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

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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

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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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 July 2021

Ex-dividend date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

13 July 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 . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . 15 July 2021 to 20 July 2021

(both days inclusive)

Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . 20 July 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 . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . 24 August 2021

Expected first day of dealings in new H Shares . .

. . . . . . . . . . . . . . . . . . . 25 August 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.

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