PROPOSED SPIN-OFF AND SEPARATE LISTING OF ONEWO SPACE-TECH SERVICE CO., LTD. ON ...

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 is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities nor is it calculated to invite any such offer or invitation. In particular, this announcement does not constitute and is not an offer to sell or an invitation or a solicitation of any offer to buy or subscribe for any securities in Hong Kong, the United States or any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The securities of Onewo have not been registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act. Any public offering of securities to be made in the United States will be made by means of a prospectus which will contain detailed information about Onewo and its management and financial statements. There is no intention to register any portion of the securities of Onewo in the United States or to conduct a public offering of securities in the United States.

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)

PROPOSED SPIN-OFF AND SEPARATE LISTING OF

ONEWO SPACE-TECH SERVICE CO., LTD. ON THE MAIN BOARD OF

THE STOCK EXCHANGE OF HONG KONG LIMITED AND

OVERSEAS REGULATORY ANNOUNCEMENT

This announcement is made by the Company pursuant to Rule 13.10B and Rule 13.09(2)(a) of the Listing Rules and the inside information provisions under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

INTRODUCTION

The Board is pleased to announce that the Company considered and approved the relevant resolutions on Overseas Listing of Onewo ("Relevant Resolutions on Overseas Listing of Onewo") at the thirteenth meeting of the nineteenth session of the Board on 5 November 2021 (the "Board Meeting"). According to the content of the resolutions, the Company intends to spin-off Onewo, the non wholly-owned subsidiary of the Company, for separate listing on the main board of the Hong Kong Stock Exchange.

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The Relevant Resolutions on Overseas Listing of Onewo will be submitted to the General Meeting, the A Shareholders Class Meeting and the H Shareholders Class Meeting (if applicable) for consideration and approval by way of ordinary resolution(s) or special resolution(s) respectively. Details are as follows:

Resolutions to be proposed at the General Meeting for consideration and approval by way of ordinary resolutions:

1. Resolution in relation to the compliance of the Overseas Listing of Onewo with the circular on issues in relation to regulating overseas listing of subsidiaries of domestic listed companies;
2. Resolution in relation to the proposal of the initial public offering and Overseas Listing of Onewo;
3. Resolution in relation to the undertaking of maintaining independent listing status of the Company after the listing of Onewo;
4. Resolution in relation to the explanations on the sustainable profitability and prospects of the Company after the listing of Onewo;
5. Resolution in relation to the "Full Circulation" application for the shares of Onewo held by the Company; and
6. Resolution in relation to the proposed authorization to the Board and its authorized persons by the General Meeting to handle matters, at their full discretion, in relation to the Overseas Listing of Onewo;

Resolution to be proposed at the General Meeting, the A Shareholders Class Meeting and the H Shareholders Class Meeting for consideration and approval by way of a special resolution:

1. Resolution in relation to the provision of assured entitlement only to the H Shareholders of the Company for the spin-off and Overseas Listing of Onewo.

RESOLUTIONS CONSIDERED IN THE BOARD MEETING

1. Resolution in relation to the compliance of the Overseas Listing of Onewo with the Circular on Issues in relation to Regulating Overseas Listing of Subsidiaries of Domestic Listed Companies

As verified and confirmed, the Company considered the spin-off and Overseas Listing of Onewo has met the relevant requirements of the Spin-off Guidelines, and the Company, as the controlling shareholder of Onewo, has met the following conditions as stipulated in Article 2 of the Spin-off Guidelines:

1. Listed Company Has Been Profitable for Last Consecutive Three Years
   According to the Audit Reports (KPMG Huazhen Shen Zi No. 1901118, KPMG Huazhen Shen Zi No. 2000709 and KPMG Huazhen Shen Zi No. 2101136) issued by KPMG Huazhen, the Company realized net profit attributable to owners of the parent company of RMB33,772,651,678.61, RMB38,872,086,881.32 and RMB41,515,544,941.31 for the years of 2018, 2019 and 2020, respectively. The Company has been profitable for last consecutive three years, which is in compliance with Article 2(1) of the Spin-off Guidelines.

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1. Businesses and Assets, into which Listed Company's Issued Shares and Raised Funds in the Last Three Fiscal Years were Invested, Shall Not Be Used as Capital of Subsidiary for the Application for Overseas Listing
   In April 2019 and June 2020, the Board of the Company has allotted and issued 262,991,000 and 315,589,200 H Shares to no less than 6 placees respectively under the general mandate, the net proceeds from the placing are RMB6.643 billion and RMB7.165 billion, respectively, the proceeds of which were used to repay the overseas debt financing of the Company.
   Therefore, businesses and assets, into which listed companies' issued shares and raised funds in the last three fiscal years were invested, have not been used as capital of Onewo for the application for overseas listing, which is in compliance with Article 2(2) of the Spin-off Guidelines.
2. Net Profit of Subsidiary Enjoyed by Listed Company According to Rights and Interests in the Consolidated Statements of the Last Fiscal Year Shall Not Exceed 50% of Net Profit of Such Listed Company in the Consolidated Statements
   According to the Audit Report (KPMG Huazhen Shen Zi No. 2101136) issued by KPMG Huazhen, the net profit attributable to owners of the parent company in the 2020 consolidated statements amounted to RMB41,515,544,941.31, the net profit attributable to the parent company of Onewo enjoyed by the Company according to rights and interests in 2020 was 2.15% to the net profit in the consolidated statement of the Company, which did not exceed 50% and is in compliance with Article 2(3) of the Spin-off Guidelines.
3. Net Assets of Subsidiary Enjoyed by Listed Company according to Rights and Interests in the Consolidated Statements of the Last Fiscal Year Shall Not Exceed 30% of Net Assets of such Listed Company in the Consolidated Statements
   According to the Audit Report (KPMG Huazhen Shen Zi No. 2101136) issued by KPMG Huazhen, the net assets attributable to the parent company in the 2020 consolidated statements amounted to RMB224,510,952,749.09, and the net assets attributable to the parent company of Onewo enjoyed by the Company according to rights and interests at the end of 2020 was 1.75% to the net assets in the consolidated statement of the Company, which did not exceed 30% and is in compliance with Article 2(4) of the Spin-off Guidelines.
4. No Horizontal Competition may exist Between Listed Company and its Subsidiary, and Their Assets and Finance are Separated from Each Other and No Cross Appointment among Management Personnel may take Place Between Them
5. 1. No competition existed between listed company and its subsidiary
      The Company's principal business (other than Onewo) is real estate development and related asset management. The principal business of Onewo is space-tech services which mainly includes property management, facility management and smart city integrated service. The Company and Onewo have separate business segments with clear business demarcation and are engaged in different principal businesses, and there is no substantial competition or substitution.

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Therefore, there is no substantial competition between the Company and Onewo.

1. 1. The listed company and the subsidiary are independent from each other in assets and finance
      The Company and Onewo have their own independent and complete operational assets with clear ownership.
      The Company and Onewo have established their own independent finance departments with dedicated financial personnel who are able to exercise their powers and perform their duties independently. Both the Company and Onewo have set up a sound and independent financial accounting system in accordance with the requirements of the current accounting system and relevant laws and regulations, and are capable of making financial decisions independently and have a standiardised financial accounting system and financial management system.
      Both the Company and Onewo have separate bank accounts and pay taxes independently.
      Therefore, the Company and Onewo are independent from each other in assets and finance.
   2. No cross appointment among management personnel may take place between the listed company and the subsidiary
      Mr. ZHU Jiusheng, Ms. HAN Huihua, Mr. LIU Xiao and Ms. ZHU Xu, the senior management of the Company, do not hold any positions in Onewo other than that of a director or supervisior; Mr. ZHU Baoquan, Mr. YANG Guanghui, Mr. ZOU Ming and Mr. Li Qingping, the senior management of Onewo, have not established any labour relationship with the Company. There is no cross appointment among management personnel between the Company and Onewo.
      In conclusion, there is no substantial competition among the Company and Onewo, the assets and finance are independent and there is no cross appointment among management personnel, which is in compliance with Article 2(5) of the Spin-off Guidelines.
2. Shares of Subsidiary as Held by Directors, Senior Management and Affiliated Persons of the Listed Company and Their Subsidiary Shall Not Exceed 10% of the Total Share Capital Before such Subsidiary are Listed Abroad
   Shares in Onewo held by directors, senior management and affiliated persons of the Company and Onewo did not exceed 10% of the toal share capital before Onewo is overseas listed, which is in compliance with Article 2(6) of the Spin-off Guidelines.

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1. The Funds and Assets of the Listed Company are not possessed by any Individual or Legal Person or Other Organization, or the Affiliated Persons hereto, by which it is Actually Controlled, and there are no Other Major Related Transactions that will Injure its Interests
   The Company has established a sound internal control system and management system, the funds and assets are not possessed by any individual, legal person, other organization or the affiliated persons hereto, by which it is actually controlled, and there are no other major related transactions that will injure its interests, which is in compliance with Article 2(7) of the Spin-off Guidelines.
2. The Listed Company has not Committed Major Illegal Acts for the Last Three Years
   As verified, the Company has not committed major illegal acts for the last three years, which is in compliance with Article 2(8) of the Spin-off Guidelines.

In conclusion, the Overseas Listing of Onewo, the subsidiary of the Company, complies with the relevant requirements of the Spin-off Guidelines.

Voting results of the Board Meeting: 10 votes in favour, 0 vote against and 0 abstention.

2. Resolution in relation to the proposal of the initial public offering and Overseas Listing of Onewo

1. Main contents of the overseas listing proposal of Onewo are as follows:
2. 1. Issuer: Onewo;
   2. Place of Listing: Main Board of the Hong Kong Stock Exchange;
   3. Type of Share to be Issued: H Shares, i.e., overseas listed foreign shares, by way of ordinary shares;
   4. Par Value Per Share: RMB1.00;
   5. Target Subscribers: The target subscribers will be public investors participating in Hong Kong public offering, and international investors participating in the international placing, Qualified Domestic Institutional Investors (QDII) in the PRC, and other investors in the PRC who are permitted to invest securities abroad as approved by PRC laws and regulations or the domestic regulatory authorities in the PRC;

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