China Vanke Co., Ltd. (the “Company,” stock code: 2202) has announced that its board of directors reviewed and approved an arrangement for a shareholder’s loan from Shenzhen Metro Group Co., Ltd. (“Shenzhen Metro Group”), the Company’s substantial shareholder.

According to the announcement, the loan will not exceed RMB1,666 million and is intended primarily to repay the principal and accrued interest on the Company’s bonds. The loan has a term of up to three years, with a possible early repayment or extension upon mutual agreement. The interest rate is priced based on the one-year Loan Prime Rate (LPR) minus 66 basis points, which was 2.34% at the time of the announcement disclosure.

Shenzhen Metro Group is the Company’s largest shareholder, holding approximately 27.18% of its issued share capital. Because it is a connected person under Hong Kong’s Listing Rules, details of this shareholder’s loan constitute a connected transaction. However, the loan is on normal commercial terms (or better) without asset security from the Company, and thus is fully exempt from disclosures and approval requirements under Rule 14A.90 of the Listing Rules.

In addition, the announcement notes that if Shenzhen Metro Group requires guarantee measures, the shareholder’s loan will fall under a broader RMB22 billion loan framework agreement. The relevant resolutions for that framework agreement are scheduled for review at the Company’s upcoming 2025 First Extraordinary General Meeting.

The board’s resolution was unanimously approved by the non-related directors, reflecting the view that the loan’s interest rate is favorable to the Company and supportive of its financial position. The arrangement is described as fair and reasonable while aligning with market-based principles.