Vanke: There is no management seeking private interests, legal measures have been taken for economic disputes with related partners

Author: Cao Anxun Recently, Vanke has been in constant turmoil, with the general manager of Vanke Jinan, Xiao Jin, being taken away for investigation, and stock and bond fluctuations, with rumors circulating in the market. On April 14th, Vanke held an investor relations meeting to respond to concerns about its operational status and negative public opinion in the market. Regarding operations, Vanke admitted that it is currently facing temporary operational difficulties and short-term liquidity pressure, but has formulated a comprehensive plan to stabilize operations and reduce debt. To address this, Vanke will first "self-rescue", relying on its own capabilities and resources to resolve risks, reopening and reviewing all existing businesses, categorizing and formulating a series of targeted solutions. Secondly, Vanke will make full use of various existing financing tools, and has actively mobilized various frontline forces to make good use of a series of policy-based financing tools. With these dual efforts, Vanke is confident that its debt will decrease by 100 billion yuan in the next two years, substantially resolving debt risks. At the same time, it promises to deliver all projects on time and with high quality. In response to recent negative public opinion questioning the ethical risks of the management, Vanke stated that there is no management seeking personal gain. At the same time, some past practices and approaches may no longer be suitable for the new stage of industry development, and Vanke will comprehensively review and streamline them. If violations or irregularities are found, Vanke will actively rectify them and not tolerate them. Vanke has made detailed reports to the Shenzhen State-owned Assets Supervision and Administration Commission and major shareholders. Shenzhen State-owned Assets Supervision and Administration Commission and Shenzhen Metro continue to support Vanke as always. In addition, Vanke also responded to the incident where Yantai Vanke was reported by name. The company that reported Yantai Vanke by name this time is a subsidiary of Yantai Riyin Group (hereinafter referred to as the Yantai partner). The two parties have cooperated in real estate development projects for nearly 10 years, involving 7 projects. Starting in 2021, due to the overall market environment, sales of multiple projects in Yantai fell short of expectations, and profits failed to meet the initial feasibility study targets. In order to ensure the funds needed for project construction delivery and normal operation, the project company could not continue to allocate funds according to the wishes of the Yantai partner. At the same time, as a shareholder, the Yantai partner, disregarding the needs of the project company for construction delivery and normal operation, made an unreasonable demand of 1.6 billion yuan. Although Yantai Vanke and the Yantai partner have communicated many times, they have been unable to reach an agreement. The Yantai partner subsequently reported to the government, public security, tax authorities, CSRC, and SZSE multiple times, and has been exposed in the media multiple times. Regarding the issue of misappropriation of funds by Vanke, the public security authorities in Yantai have made a decision not to file a case. The tax authorities have not found that Yantai Vanke intentionally evaded taxes. There is also no personal benefit for the Vanke management team in the cooperative projects. Currently, regarding the economic disputes with the partner, Yantai Vanke has filed a civil lawsuit in Yantai Court in February 2024, and the case has entered the formal trial stage. The court has ruled to take judicial preservation measures against the partner's assets. Vanke pointed out that in April 2024, the Yantai partner made defamatory remarks against the company and the chairman of the board, Yu Liang, on the internet, which had a serious and negative impact. Vanke Group is filing a civil lawsuit with the court and reporting a criminal case to the public security authorities Regarding the Tangshan Feicui Lanshan project reported by the cooperation partner in Yantai, Tangshan Vanke has reached an execution settlement with the partner in 2022 based on the successful judgment, and the compensatory assets have been orderly delivered. The Lanshan project is operating and constructing normally and has been delivered with high quality. As for the incident where Xiao Jin, the general manager of Vanke in Jinan, was taken away by the public security authorities, Vanke responded that Xiao Jin's case is a personal matter and is not related to the reported incident in Yantai Vanke. The Jinan Municipal Political and Legal Affairs Commission also stated that Xiao Jin's incident is a personal issue and should be distinguished from the normal business operations of Vanke Group and Vanke in Jinan, and they will continue to support Vanke's business development in Jinan as always. Regarding the rumors of Vanke's senior executives being restricted from leaving the country or not returning, Vanke stated that Cai Ping, former Chief Partner of the Central China region, and Wang Runchuan, former Head Partner of the Headquarters Coordination Center, have resigned for personal reasons. Vanke Group's overseas official business trips are proceeding as usual. President Zhu Jiusheng returned from inspecting projects in Hong Kong on April 14th. Co-President Zhu Baoquan flew to Japan for business inspection on April 14th at noon. In the weak market recovery period, the confidence from creditors and investors is extremely precious. This requires real estate companies to clarify rumors in a timely manner, disclose the truth to dispel uncertainties, and rely on continuous improvement in sales and performance. This is also the most important matter for Vanke this year. The following is the record of Vanke Corporation Limited's investor relations activities: Vanke Corporation Limited Investor Relations Activity Record Form Number: 2024-002 Time: Sunday, April 14, 2024, 16:30-18:00 Location: 6th Floor Conference Room, Vanke Corporation Limited Reception personnel of the listed company: Chairman of the Board: Yu Liang; President: Zhu Jiusheng; Secretary of the Board: Zhu Xu. Introduction of the main content of the investor relations activities: 1. Introduction of the overall situation First of all, thank you very much for participating in the company's communication activities. There have been many recent news about the company in the public opinion, and investors are very concerned about the company's situation. We also want to take this opportunity to communicate with everyone about some hot issues. First of all, from the perspective of the overall operating situation, Vanke is indeed facing temporary operational difficulties and short-term liquidity pressure. However, we have formulated a package of plans to stabilize operations and reduce debt, which can effectively resolve these temporary pressures. We will first focus on "self-rescue," relying on our own capabilities and resources to resolve risks, reopening and reviewing all existing businesses, categorizing them, and formulating targeted plans. Therefore, the package of plans I mentioned is not a single plan, but a series of plans. Secondly, make full use of various existing financing tools, we have actively mobilized frontline forces to make good use of a series of policy financing tools introduced by the central government that are conducive to the industry's risk mitigation. During this period, we have received understanding, support, guidance, and assistance from financial institutions, for which we are grateful. The ultimate goal of these major plans, as I mentioned at the performance release conference, is that we are confident that our debt size will decrease by 100 billion yuan in the next two years, and debt risks will be substantially resolved. Here, I also solemnly promise that Vanke Group will ensure that all projects are delivered on time and with high quality. What has caused the current challenges? After careful discussion and deep reflection by the group's management team, we believe that while there are external market changes, the main issue lies in the fact that the company, despite significant changes in the macroeconomic and industry conditions, has maintained its expansion inertia and failed to adjust in a timely manner. In summary, there are three main issues: Firstly, although we were among the first in the industry to realize the need for transformation and put forward the management concept of "developing both operation and service", and actually laid out a batch of operation service businesses and formats based on our core business and in line with national policy orientation, there were issues of taking too big steps and being too hasty in the actual operation process. The transformation business exceeded our resource matching capabilities, excessively used funds meant for development business, the large scale also led to a lag in management capabilities, and the operational goals were not achieved as planned. Secondly, although the company realized early in the industry that rapid growth would eventually come to an end, our actions did not decisively break away from industry inertia, leading to investment overheating and mistakes in many cities, including some key cities and first-tier cities. After the central government clearly put forward the goal and requirements for high-quality development of the industry, we failed to make a more thorough adjustment to the prevalent "three highs" model in the industry, resulting in the current passive situation. Thirdly, after the central government made a strategic judgment on the fundamental changes in the industry's supply-demand relationship and introduced a series of important policy measures for the industry's new development model transformation, our initial understanding of the trend change in financing models was not comprehensive enough. The group has already started adjusting the real estate financing model, but the shift from a credit financing model to a new financing model will still require a process. We have also noticed that in recent negative public opinion, there have been some doubts about the ethical risks of the management. There is no seeking of personal gain by the management. Today, it seems that some past practices and approaches are no longer suitable for the new stage of industry development. We will conduct a comprehensive review and formulation of corresponding strategies. If any violations are found, we will actively rectify them; if any illegal issues are found, the group will never tolerate them. The relevant situations mentioned above have also been reported in detail to the Shenzhen State-owned Assets Supervision and Administration Commission and the major shareholders. Shenzhen State-owned Assets Supervision and Administration Commission, Shenzhen Metro's support for Vanke remains unwavering. During this market adjustment period, the company is fortunate to have the strong support and trust of Shenzhen State-owned Assets and the major shareholders, for which we are deeply grateful and will cherish the trust, and redouble our efforts. II. Explanation on recent market attention and public opinion There have been several recent public opinions that have attracted attention, and I will explain them one by one here. The first is about the anonymous report in Yantai. The company reported anonymously this time is mainly a subsidiary of Yantai Riyin Group, with Li Jun as the actual controller. Yantai Vanke has cooperated with the partner Li Jun (hereinafter referred to as "Yantai partner") in developing real estate projects for nearly 10 years, involving 7 projects. Starting from 2021, due to the overall market environment, sales of multiple projects in Yantai fell short of expectations, and profits could not reach the initial feasibility index. In order to ensure the funds needed for project construction delivery and normal operation, the project company could not continue to allocate funds according to the wishes of the Yantai partner. At the same time, as a shareholder, the Yantai partner ignored the needs of the project company for construction delivery and normal operation, and made an unreasonable demand of 1.6 billion yuan without a valid basis Although Yantai Vanke has had multiple communications with its Yantai partner, they have been unable to reach an agreement. The Yantai partner has subsequently reported to government agencies, public security, tax authorities, CSRC, and the Shenzhen Stock Exchange, and has been exposed in the media multiple times. Regarding the content of the reports made by the Yantai partner, here are a few points to share with everyone: The Yantai reporting party filed a case with the Yantai public security agency in 2023 regarding Vanke's misappropriation of funds, which was accepted. After a 3-month investigation and evidence collection by the Yantai public security agency, a decision was made in November 2023 not to file a case. The cooperation project involved in the report clearly stipulates in the cooperation agreement: "Other funds of the project company are immediately transferred to Vanke Corporation's fund management account." The reported Yantai project company's fund transfer falls under Vanke's overall management of project funds as stipulated in the cooperation agreement. After a 3-month investigation and verification, the public security department issued a "decision not to file a case" notice in November 2023. The tax authorities conducted an inspection on Yantai Vanke, and there is no situation of refusal to pay taxes. Currently, the tax authorities have not determined that Yantai Vanke has subjectively evaded taxes. The Yantai reporting party reported tax evasion by Yantai Vanke to the tax authorities in 2023. Starting from September 2023, the Yantai Tax Bureau conducted a full-process and full-tax-type inspection of 11 projects of Yantai Vanke. Communication between the tax authorities and the enterprise was smooth, and Yantai Vanke did not refuse to pay taxes. Moreover, the Vanke Group has deployed 7 staff from the Beijing region to cooperate with the inspection, all books have been submitted to the inspection bureau, and relevant supporting materials have been provided as needed. The tax authorities and Yantai Vanke exchanged preliminary inspection opinions, and currently, the tax authorities have not determined that Yantai Vanke has subjectively evaded taxes. Yantai Vanke will adhere to the principle of seeking truth from facts, actively cooperate, and believe that governments at all levels and tax authorities will make inspection conclusions in accordance with laws and regulations, objectively and fairly. There is no so-called personal interest of the Vanke management team in the cooperation projects. Vanke does not engage in behavior that delivers benefits to executives through the co-investment system. Vanke has been implementing project co-investment plans since 2014. According to the existing system, Vanke's directors, supervisors, and senior management are not allowed to participate in project co-investment, and it is even more impossible for them to gain any personal benefits from cooperation projects. Employee participation in co-investment requires them to use their own funds, investing together with the company. Co-investment funds are shared in risks and returns with the company's investment and the partner's investment. Employee co-investment rights are the same as those of minority shareholders, with equal rights and obligations as other shareholders, and there is no special treatment. Whether it is a wholly-owned project by Vanke or a cooperative project, the co-investment model, terms, and requirements are consistent. The co-investment system reflects the principles of sharing benefits and risks. In the first few years of Vanke's implementation of co-investment plans, the market conditions were good, and both the company and partners received good returns, and employee co-investment funds also received returns. However, in recent years, with changes in market conditions, the level of returns for the company and partners has decreased, and employee co-investment has also borne the same operational results. Some co-investments have incurred losses, which reflects the original intention of sharing benefits and risks between the team and investors （IV）The Company Has Taken Legal Measures In response to the economic disputes with the partners, Yantai Vanke Corporation filed a civil lawsuit in the Yantai court in February 2024 to assert its legal rights. The case has entered the formal trial stage, and the court has ruled to take judicial preservation measures against the assets of the partners. In April 2024, the Yantai partners made defamatory remarks against the company and the chairman of the board on the internet, with serious nature and impact. Vanke Group is filing a civil lawsuit with the court and reporting the case to the public security authorities for criminal investigation. Regarding the Tangshan Jade Blue Mountain project reported by the Yantai partners, Tangshan Vanke reached an execution settlement with the partners in 2022 based on a favorable judgment. The compensatory assets have been delivered in an orderly manner, and the Blue Mountain project is operating and constructing normally, with high-quality delivery. Vanke Group and Yantai Vanke will adhere to the principle of seeking truth from facts and believe that the judicial institutions will make objective and fair conclusions. If any irregular operations are found during the operation, Vanke Group will resolutely and thoroughly rectify under the guidance and requirements of government departments. If any individual or subsidiary company's actions violate the law, Vanke Group will not tolerate it and will accept the judgment and handling of the judicial authorities. 2. Regarding the situation of Xiao Jin, the General Manager of Jinan Vanke, being taken away by the public security authorities, what is the specific situation? Xiao Jin's case is a personal matter and is unrelated to the report in Yantai. The Group has arranged for the Beijing region and Jinan company to communicate with the Jinan Political and Legal Affairs Commission and the police handling the case. The police stated that Xiao Jin's case is a personal matter and is unrelated to the report in Yantai. The Jinan Political and Legal Affairs Commission stated that the Xiao Jin incident is a personal issue and should be distinguished from the normal business operations of Vanke Group and Jinan Vanke. They will continue to support Vanke's business development in Jinan as usual and assist in the implementation of the "Strong Provincial Capital" strategy. If there is a need for political and legal system services in ensuring delivery work, arrangements will be made for dedicated coordination. 3. What is the situation with the leaders Cai Ping and Wang Runchuan, who are rumored not to return after going abroad? There are rumors that after the former chief of the Central China region, Cai Ping, went to the U.S. and did not return, all vice presidents and above of Vanke Group have been put under control. The actual situation is that the former Chief Partner of the Central China region, Cai Ping, whose child was born in the United States and is now at the stage of receiving education, needed family companionship. He resigned in 2023 and obtained the company's approval. Wang Runchuan, the former Head Partner of the Headquarters Coordination Center, resigned to further his studies in Hong Kong and currently resides in Shenzhen. The overseas (including Hong Kong, Macau, and Taiwan) official business trips of the group's management are proceeding as usual. The Group's President, Zhu Jiusheng, just returned from a project inspection in Hong Kong today. The Group's Co-President, Zhu Baoquan, flew to Japan for business inspection today (April 14). April 14, 2024