Sunac China Holdings Limited — Proxy Solicitation & Information Statement 2014

Apr 11, 2014

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FORM OF PROXY FOR USE AT ANNUAL GENERAL MEETING

(Block capitals)

I/We (Name) (Block capitals) of (Address) being the registered holder(s) of (Note 1) shares of HK$0.10 each in the capital of Sunac China Holdings Limited (the “Company”) hereby appoint (Name) of (Address)

or failing him/her (Name)

of (Address)

or failing him/her, the chairman of the meeting (Note 2) as my/our proxy to attend and vote for me/us and on my/our behalf at the annual general meeting of the Company to be held at Salon 5, Level 3, JW Marriot Hong Kong, Pacific Place, 88 Queensway, Hong Kong on 19 May 2014 at 10:00 a.m., or at any adjournment thereof or on any resolution or motion which is proposed thereat. My/Our proxy is authorised and instructed to vote as indicated (Note 3) in respect of the undermentioned resolutions:

		Ordinary Resolutions		For(Note 3)	Against(Note 3)	Against(Note 3)
	1.	To receive and adopt the audited consolidated financial statements of the Company and the reports of
		the directors and auditors of the Company for the year ended 31 December 2013.
	2.	To declare a final dividend for the year ended 31 December 2013.
	3.	(a)To re-elect the following persons as directors of the Company:
		(i)Mr. SUN Hongbin as executive director of the Company
		(ii)Mr. WANG Mengde as executive director of the Company
		(iii)Mr. LI Shaozhong as executive director of the Company
		(iv)Mr. CHI Xun as executive director of the Company
		(b)To authorise the board of directors of the Company to fix the remuneration of the directors of
		the Company.
	4.	To re-appoint PricewaterhouseCoopers as auditors of the Company and authorise the board of
		directors of the Company to fix their remuneration.
	5.	(A)To give a general mandate to the directors of the Company to allot, issue and deal with
		additional shares of the Company (“Shares”) shares, not exceeding 20% of the issued share
		capital of the Company as at the date of passing such resolution.
		(B)To give a general mandate to the directors of the Company to repurchase the Shares,	not
		exceeding 10% of the issued share capital of the Company, as at the date of passing such
		resolution.
		(C)To extend the general mandate granted to the directors of the Company pursuant to ordinary
		resolution No. 5(A) to issue additional Shares, representing the number of shares repurchased
		under ordinary resolution No. 5(B).
	6.	To approve and adopt the new share option scheme of the Company, to authorise the board of directors
		of the Company to allot and issue the Shares, not exceeding 5% of the Shares at the date of passing
		such resolution, which may fall to be issued upon the exercise of options to be granted under such new
		share option scheme and to do all such actions and things and negotiate, approve, agree, sign, initial,
		ratify and/or execute on behalf of the Company any other letters, notices, acknowledgements,
		consents, waivers, agreements or other documents to or in which the Company is a party or is
		otherwise interested and all other documents as such director may consider necessary or desirable.
Dated		thisday of, 2014Signature(s)				(Note 5)
Notes:
1.		Please insert the number of Shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to	relate to	all the Shares registered in your name(s).
2.		A shareholder may appoint more than one proxy of his/her own choice. If such an appointment is made, strike out the words “the chairman of the meeting”, and insert the name(s)
		of the person(s) appointed as proxy in space provided. Any alteration made to this form of proxy must be initialled by the person who signs it.
3.		IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK THE BOX MARKED “For”. IF YOU WISH TO VOTE AGAINST ANY
		**RESOLUTION, PLEASE TICK THE BOX MARKED “Against”.**Failure to tick a box will entitle your proxy to cast your	vote at his/her discretion or		to abstain from voting.
		Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.
4.		This proxy form must be in writing under the hand of you or your attorney duly authorised or, in the case of a corporation, under		its common seal or under the hand of an
		officer, attorney or other person authorised to sign the same.

1. In the case of joint holders, the signature of any one holder will be sufficient but the names of all the joint holders should be stated. Where there are joint holders of any Share, any one of such joint holders may vote at the meeting, either in person or by proxy, in respect of such Share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the meeting, the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Company’s register of members in respect of the relevant joint holding.

2. To be valid, this form of proxy must be completed, signed and deposited at the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, together with the power of attorney or other authority (if any) under which it is signed (or a certified copy thereof), not less than 48 hours before the time for holding the meeting. The completion and submission of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.

3. A proxy does not need to be a shareholder of the Company.