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Sunac China Holdings Limited Proxy Solicitation & Information Statement 2014

Apr 11, 2014

50266_rns_2014-04-11_94a72a35-8c6e-4e94-bc08-086305e1d227.pdf

Proxy Solicitation & Information Statement

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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 to be taken, you should consult a stockbroker, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Sunac China Holdings Limited, you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker 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.

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(1) PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES; (2) RE-ELECTION OF RETIRING DIRECTORS; (3) ADOPTION OF THE NEW SHARE OPTION SCHEME

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Sunac China Holdings Limited 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. is set out on pages 27 to 33 of this circular. A form of proxy for use at the annual general meeting is also enclosed. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk). Whether or not you are able to attend the meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting at the meeting if they so wish.

14 April 2014

CONTENTS

Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Letter from the Board
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		 5
Appendix I
–
Details of Directors proposed for Re-election . . . . . . . . . . .		 12
Appendix II
–
Explanatory Statement of the Repurchase Mandate
. . . . .		 14
Appendix III
–
Principal Terms of the New Share Option Scheme . . . . . . .		 17
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

– i –

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the followings meanings:

  • “Adoption Date”

  • the date on which the last of the conditions set out in paragraph D in this circular is fulfilled

  • “Annual General Meeting”

  • 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 any adjournment thereof and notice of which is set out on pages 27 to 33 of this circular

  • “Articles of Association”

  • the articles of association of the Company adopted on 9 September 2010 and which became effective on 7 October 2010, as amended from time to time

  • “associate(s)” has the meaning ascribed to it under the Listing Rules

  • “Board” the board of Directors

  • “Business Day”

  • a day (other than a Saturday or a Sunday or days on which a tropical cyclone warning number 8 or above or a “black” rain warning signal is hoisted in Hong Kong at any time between 9:00 a.m. and 5:00 p.m.) on which the Stock Exchange is open for trading and clearing banks in Hong Kong and the PRC are open for transactions of normal banking business

  • “China” or “PRC”

  • the People’s Republic of China

  • “Companies Law”

  • the Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands

  • “Company”

  • Sunac China Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability on 27 April 2007, with its Shares listed on the main board of the Stock Exchange

  • “Director(s)” the director(s) of the Company

  • “Grant Period”

  • the period of five years commencing from the Adoption Date

– 1 –

DEFINITIONS

  • “Existing Share Option Scheme” the existing post-IPO share option scheme adopted by the Company on 29 April 2011 which was amended on 17 March 2014, the details of which were disclosed in the Company’s circulars dated 22 March 2011 and 28 February 2014, respectively

  • “Extension Mandate”

  • a general mandate proposed to be granted to the Directors to the effect that the total number of Shares which may be allotted and issued under the General Mandate may be increased by an additional number representing such number of Shares actually repurchased under the Repurchase Mandate

  • “General Mandate”

  • a general mandate proposed to be granted to the Directors at the Annual General Meeting to allot, issue and/or deal with Shares not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolution granting such mandate

  • “Grantee”

  • a Participant who accepts the offer of the grant of an Option in accordance with the terms of the New Share Option Scheme or (where the context so permits) a person who, in accordance with the applicable laws of succession, is entitled to any Option (to the extent not already exercised and has not lapsed) as a result of the death of any Participant, or (where the context so permits) a nominee who is appointed in accordance with clause 8.3 of the New Share Option Scheme

  • “Group”

  • the Company and its subsidiaries

  • “HK$”

  • Hong Kong dollars, the lawful currency of Hong Kong

  • “Hong Kong”

  • the Hong Kong Special Administrative Region of the PRC

  • “Invested Entity”

  • any entity in which the Company or any Subsidiary holds an equity interest

  • “Latest Practicable Date”

  • 8 April 2014, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

  • “Listing Rules”

the Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time

– 2 –

DEFINITIONS

  • “Memorandum of Association”

  • the memorandum of association of the Company adopted on 27 April 2007 and as amended from time to time

  • “New Share Option Scheme”

  • a new share option scheme proposed to be adopted by the Company at the Annual General Meeting, a summary of its principal terms is set out in Appendix III to this circular

  • “Offer Date” the date specified as in the Offer Letter as being the offer date or if none, the date on which the Option is in fact offered to a Participant (or in each case, if that date is not a Business Day, the date which is the next following Business Day)

  • “Offer Letter” the letter pursuant to which the Company offers to grant Options to a Participant

  • “Option”

  • a right to subscribe for Shares granted under the New Share Option Scheme which has neither lapsed nor been fully exercised

  • “Option Period” in respect of an Option (to the extent vested and/or exercisable pursuant to the terms and conditions of the New Share Option Scheme), a period of five years commencing from the Offer Date

  • “Participant(s)” (i) any director of the Company, any Subsidiary or an Invested Entity; (ii) any management of the Company, any Subsidiary or an Invested Entity; and (iii) any individual who is an employee considered by the Board to have made contributions to the Company, any Subsidiary or an Invested Entity

  • “Pre-IPO Share Option Scheme”

  • the pre-IPO share option scheme adopted by the then Shareholders on 9 September 2010, the details of which were disclosed in the Company’s prospectus dated 24 September 2010

  • “Repurchase Mandate”

  • a general mandate proposed to be granted to the Directors at the Annual General Meeting to repurchase Shares not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolution granting such mandate

  • “RMB”

Renminbi, the lawful currency of the PRC

– 3 –

DEFINITIONS

  • “Scheme Period” the period of five years commencing on the Adoption Date

  • “SFO” Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong, as amended from time to time

  • “Share(s)” ordinary share(s) of nominal value of HK$0.10 each in the share capital of the Company

  • “Shareholder(s)” the holder(s) of the Share(s)

  • “Stock Exchange” The Stock Exchange of Hong Kong Limited “Subscription Price” the price per Share at which a Grantee may subscribe for Shares upon exercise of an Option as set out in paragraph 4 of Appendix III to this circular

  • “Subsidiary” a company which is for the time being and from time to a time, a subsidiary (within the meaning of section 15 of the Companies Ordinance, Chapter 622 of the Laws of Hong Kong, as amended from time to time) of the Company

  • “Takeovers Code” the Hong Kong Code on Takeovers and Mergers, as amended from time to time

  • “%” per cent

– 4 –

LETTER FROM THE BOARD

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Executive Directors: Mr. SUN Hongbin (Chairman and Chief Executive Officer) Mr. WANG Mengde Mr. LI Shaozhong Mr. CHI Xun Mr. SHANG Yu Mr. JING Hong

Non-executive Directors: Ms. HU Xiaoling Mr. ZHU Jia

Independent non-executive Directors: Mr. POON Chiu Kwok Mr. LI Qin Mr. MA Lishan Mr. TSE Chi Wai

Registered Office: Landmark Square 3rd Floor, 64 Earth Close P.O. Box 30592 Grand Cayman KY1-1203 Cayman Islands

Head Office: 10F, Building C7 Magnetic Plaza Binshuixi Road Nankai District Tianjin 300381 PRC

Principal Place of Business in Hong Kong: 8th Floor, Gloucester Tower The Landmark 15 Queen’s Road Central Hong Kong

14 April 2014

To the Shareholders

Dear Sir or Madam,

(1) PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES; (2) RE-ELECTION OF RETIRING DIRECTORS; (3) ADOPTION OF THE NEW SHARE OPTION SCHEME AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to give you the notice of Annual General Meeting and the following proposals to be put forward at the Annual General Meeting: (i) the grant to the Directors of the General Mandate to issue Shares, the Repurchase Mandate to repurchase Shares and the Extension Mandate; (ii) the re-election of the retiring Directors; and (iii) the adoption of the New Share Option Scheme.

– 5 –

LETTER FROM THE BOARD

GENERAL MANDATE TO ISSUE SHARES

At the Annual General Meeting, an ordinary resolution will be proposed to grant the General Mandate to the Directors to exercise the powers of the Company to allot, issue and deal with new Shares in the share capital of the Company up to 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of the resolution in relation to the General Mandate. As at the Latest Practicable Date, the issued share capital of the Company comprised 3,327,415,725 Shares. Subject to the passing of the above ordinary resolution and on the basis that no further Shares will be issued or repurchased after the Latest Practicable Date and up to the date of the Annual General Meeting, the Company will be allowed to issue a maximum of 665,483,145 Shares.

In addition, subject to a separate approval of the ordinary resolution on the Extension Mandate, the number of Shares purchased by the Company under the Repurchase Mandate (if approved by an ordinary resolution at the Annual General Meeting) will also be added to extend the 20% limit of the General Mandate provided that such additional amount shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of the General Mandate and Repurchase Mandate.

REPURCHASE MANDATE TO REPURCHASE SHARES

In addition, at the Annual General Meeting, an ordinary resolution will be proposed to approve the granting of the Repurchase Mandate to the Directors to exercise the powers of the Company to repurchase Shares representing up to 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of the resolution in relation to the Repurchase Mandate.

Subject to the approval of the above proposals by the Shareholders at the Annual General Meeting, the General Mandate and the Repurchase Mandate would expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company; or (b) the expiration of the period within which the Company is required by the Companies Law or the Articles of Association to hold its next annual general meeting; or (c) when revoked or varied by ordinary resolution(s) of the Shareholders in a general meeting prior to the next annual general meeting of the Company.

An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the proposed Repurchase Mandate is set out in Appendix II to this circular. This explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolutions at the Annual General Meeting.

– 6 –

LETTER FROM THE BOARD

RE-ELECTION OF RETIRING DIRECTORS

In accordance with article 84(1) of the Articles of Association, Mr. SUN Hongbin, Mr. WANG Mengde, Mr. LI Shaozhong and Mr. CHI Xun shall retire by rotation, and being eligible, have offered themselves for re-election as Directors at the Annual General Meeting.

Details of the above named Directors who are subject to re-election at the Annual General Meeting are set out in Appendix I to this circular in accordance with the relevant requirements of the Listing Rules.

PROPOSED ADOPTION OF THE NEW SHARE OPTION SCHEME

A. Introduction

The Directors propose to adopt the New Share Option Scheme which will be put to the Shareholders for approval at the Annual General Meeting. The New Share Option Scheme is in addition to the Pre-IPO Share Option Scheme and the Existing Share Option Scheme.

The purpose of this circular is to provide you, among others, further details of the above-mentioned proposal and to convene the Annual General Meeting to consider and, if thought fit, approve the resolutions necessary for such proposal to be implemented. This circular contains all the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolution at the Annual General Meeting.

B. Further information on the principal terms of the New Share Option Scheme

Your attention is drawn to the additional information on the principal terms of the New Share Option Scheme as set out in the Appendix III to this circular.

C. Reason for the Proposal for Adoption of the New Share Option Scheme

The Company has adopted the Pre-IPO Share Option Scheme and the Existing Share Option Scheme. As at the Latest Practicable Date, the scheme mandate limits of both the Pre-IPO Share Option Scheme and the Existing Share Option Scheme have been fully utilized and no further share options could be granted under the Pre-IPO Share Option Scheme and the Existing Share Option Scheme. Accordingly, the Directors consider that the adoption of the New Share Option Scheme is in the interests of the Company and the Shareholders as a whole because it enables the Company to provide an incentive for the Directors, management and the employees of the Group to work with commitment towards enhancing the value of the Company and its Shares for the benefit of the Shareholders and to attract and retain high caliber working partners whose contribution are or may be beneficial to the growth and the development of the Group.

– 7 –

LETTER FROM THE BOARD

D. Conditions Precedent to the New Share Option Scheme

The New Share Option Scheme is conditional upon (i) the passing of an ordinary resolution approving the adoption of the New Share Option Scheme by the Shareholders at the Annual General Meeting; and (ii) the Stock Exchange granting approval of the listing of and permission to deal in Shares to be issued and allotted pursuant to the exercise of the Options granted under the New Share Option Scheme.

The Directors will seek approval of the Shareholders at the Annual General Meeting for the adoption of the New Share Option Scheme in accordance with the Listing Rules and the allotment and issue of the Shares, not exceeding 5% of the Shares in issue as at the date of the Annual General Meeting, which may fall to be allotted and issued upon exercise of the Options granted under the New Share Option Scheme.

Upon satisfaction of the above conditions, the Board will have the right to grant Options to the Grantees to subscribe for Shares under the New Share Option Scheme, representing up to 5% of the Shares in issue as at the date of the Annual General Meeting at any time during the Grant Period.

The maximum number of Shares which may be issued upon exercise of all outstanding Options granted and yet to be exercised under the New Share Option Scheme and any other share option schemes of the Company shall not exceed 30% of the total numbers of Shares in issue from time to time.

Application will be made to the Listing Committee of the Stock Exchange for approval of the listing of, and permission to deal in, the Shares representing 5% of the Shares in issue as at the date of Annual General Meeting which may be issued and allotted pursuant to the exercise of the Options to be granted under the New Share Option Scheme.

E. Value of the Options that can be granted under the New Share Option Scheme

The Directors consider that it is inappropriate to value the Options that can be granted under the New Share Option Scheme on the assumption that they had been granted at the Latest Practicable Date, as various determinating factors for the calculation of such value cannot be reasonably fixed at this stage. It would not be meaningful and to certain extent would be misleading to the Shareholders if the value of the Options is calculated based on theoretical assumptions and speculation. However, the information on value of the Options granted in any financial period will be provided to the Shareholders based on Black-Scholes option pricing model, the binomial model or a comparable generally accepted methodology as at the end of relevant financial period for any interim or final results of the Company.

F. Outstanding options under the Pre-IPO Share Option Scheme and the Existing Share Option Scheme

As disclosed in the Company’s prospectus dated 24 September 2010, the Company adopted the Pre-IPO Share Option Scheme on 9 September 2010 and, as at the Latest Practicable Date, granted a total of 51,080,000 share options, being the maximum number of

– 8 –

LETTER FROM THE BOARD

share options that may be granted under the Pre-IPO Share Option Scheme and no further share options can be granted under the Pre-IPO Share Option Scheme. Among which, 10,668,125 share options have been exercised, 2,108,000 share options have been lapsed and 38,303,875 share options remain outstanding in which their exercise period will be expired on 9 September 2014, being the end of three years from the first anniversary of the adoption date of the Pre-IPO Share Option Scheme.

Apart from the Pre-IPO Share Option Scheme, the Company has also adopted the Existing Share Option Scheme on 29 April 2011 which was subsequently amended on 17 March 2014. As at the Latest Practicable Date, the Company granted 99,900,000 share options, being the maximum number of share options that may be granted under the Existing Share Option Scheme and no further share options can be granted under the Existing Share Option Scheme. Among which, 16,747,600 share options have been exercised, 1,073,200 share options have been lapsed and 82,079,200 Options remain outstanding.

Save as disclosed above, there is no other subsisting share option scheme of the Company as at the Latest Practicable Date.

The adoption of the New Share Option Scheme will not in any event affect the terms of grant of the Pre-IPO Share Option Scheme and the Existing Share Option Scheme.

As at the Latest Practicable Date, the issued share capital of the Company comprised 3,327,415,725 Shares. Assuming that there is no change in the issued share capital between the period from the Latest Practicable Date and the date of the adoption of the New Share Option Scheme, the number of Shares issuable pursuant to the New Share Option Scheme on the date of its adoption will be 166,370,786 Shares, i.e. 5% of the total number of Shares in issue.

G. Documents available for inspection

A summary of the principal terms of the New Share Option Scheme is set out in Appendix III to this circular. This serves as a summary of the terms of the New Share Option Scheme but does not constitute the full terms of the same. Copy of the New Share Option Scheme is available for inspection at the principal place of business of the Company in Hong Kong during normal business hours of any business day from the date of this circular up to and including the date of the Annual General Meeting.

H. Adoption of the New Share Option Scheme

The Company must publish in accordance with Rule 2.07C of the Listing Rules an announcement on the outcome of the Shareholders’ meeting for the adoption of the New Share Option Scheme. This will be included in the poll results announcement of the Company to be published in accordance with Rule 13.39(5) of the Listing Rules after the conclusion of the Annual General Meeting.

LISTING RULES IMPLICATION

Pursuant to the Listing Rules, the Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the New Share Option Scheme or other schemes of the Company must not exceed 30% of the Shares in issue from time to time.

– 9 –

LETTER FROM THE BOARD

Assuming that the New Share Option Scheme is approved by the Shareholders at the Annual General Meeting and no share options granted under the Pre-IPO Share Option Scheme and the Existing Share Option Scheme are exercised, cancelled or lapsed from the Latest Practicable Date up to the date of the Annual General Meeting, 38,303,875 Shares which may be issued upon the exercise of all outstanding share options granted and yet to be exercised under the Pre-IPO Share Option Scheme, 82,079,200 Shares which may be issued upon the exercise of all outstanding share options granted and yet to be exercised under the Existing Share Option Scheme together with 166,370,786 Shares which may be issued upon the exercise of all share options to be granted under the New Share Option Scheme will not result in the limit of 30% of the Shares in issue being exceeded.

To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, no Shareholders shall abstain from voting on the relevant resolution to approve the adoption of the New Share Option Scheme at the Annual General Meeting.

NOTICE OF ANNUAL GENERAL MEETING

Set out on pages 27 to 33 of this circular is the notice of the Annual General Meeting at which, inter alia , ordinary resolutions will be proposed to the Shareholders to consider and approve the grant to the Directors of the General Mandate to issue Shares, the Repurchase Mandate to repurchase Shares and the Extension Mandate, the re-election of the retiring Directors and the adoption of the New Share Option Scheme.

FORM OF PROXY

A form of proxy is enclosed for use at the Annual General Meeting. Such form of proxy is also published on the website of the Stock Exchange (www.hkexnews.hk). Whether or not you intend to be present at the Annual General Meeting, you are requested to complete the form of proxy and return it to the Company in accordance with the instructions printed thereon not less than 48 hours before the time fixed for the holding of the Annual General Meeting or any adjournment thereof. Completion and delivery of the form of proxy will not preclude Shareholders from attending and voting at the Annual General Meeting if they so wish.

VOTING BY POLL

Pursuant to article 66 of the Articles of Association and Rule 13.39 of the Listing Rules, at any general meeting a resolution put to the vote of the meeting shall be decided by way of a poll.

On a poll, every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorised representative shall have one vote for every fully paid Share of which he is the holder but so that no amount paid up or credited as paid up on a share in advance of calls or instalments is treated for the foregoing purposes as paid up on a share. A Shareholder entitled to more than one vote needs not use all his votes or cast all the votes he uses in the same way.

– 10 –

LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

RECOMMENDATION

The Directors consider that the proposed resolutions for the granting to the Directors of the General Mandate to issue Shares, the Repurchase Mandate to repurchase Shares and the Extension Mandate, the re-election of the retiring Directors and the adoption of the New Share Option Scheme are in the interests of the Group and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of all the resolutions to be proposed at the Annual General Meeting.

Yours faithfully, By Order of the Board Sunac China Holdings Limited SUN Hongbin Chairman

– 11 –

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

The following are the particulars of the Directors (as required by the Listing Rules) proposed to be re-elected at the Annual General Meeting.

Mr. SUN Hongbin (“ Mr. SUN ”), aged 50, is the Group’s founder, the chairman of the Board, an executive Director and the chief executive officer of the Group. Mr. SUN is responsible for the Group’s overall development strategy and final decisions on daily significant operational matters, including land and equity acquisitions and appointments of senior management. Mr. SUN has nearly 20 years of ample experience in the property sector in China. Mr. SUN started his real estate business in 1994 and has accumulated extensive experience in the management of the real estate activities over years. Mr. SUN obtained a master’s degree in engineering from Tsinghua University in the PRC in 1985 and completed an advanced management program at Harvard Business School in the United States in 2000.

Mr. SUN entered into a service contract with the Company for a term of three years. Mr. SUN is an executive Director and is entitled to a salary of RMB1,648,000 per annum and bonus payment, allowance and benefits-in-kind, at the discretion of the Board, and social and welfare benefits provided under the relevant PRC laws and regulations.

As at the Latest Practicable Date, Mr. SUN is the beneficial owner of (i) 100% of Sunac International Investment Holdings Ltd (“ Sunac International ”) and is deemed to be interested in 1,589,549,451 Shares held by Sunac International; and (ii) 6,440,000 Shares, respectively.

Mr. WANG Mengde (“ Mr. WANG ”), aged 42, is an executive Director and the executive president of the Company. Mr. WANG has 15 years of experience in the property sector in China. He joined the Group in 2006 and acted as the chief financial officer and the vice president of the Group since then. He has been the executive president of the Group since 2011. Prior to joining the Group, Mr. WANG was the chief operating officer and chief financial officer of Sunco China Holdings Limited (“ Sunco China ”), a Company engaged in the business of property development in the PRC from 2005 to 2006, and the general manager of a subsidiary of Sunco China in East China region from 2003 to 2005. From 1997 to 1999, he worked at Tianjin Samsung Wool Textile Co., Ltd., where he was in charge of corporate finance and accounting management. Mr. Wang graduated from Nankai University in the PRC with a bachelor’s degree in auditing in 1997.

Mr. WANG entered into a service contract with the Company for a term of three years. Mr. WANG is an executive Director and is entitled to a salary of RMB1,358,000 per annum and bonus payment, allowance and benefits-in-kind, at the discretion of the Board, and social and welfare benefits provided under the relevant PRC laws and regulations.

– 12 –

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

As at the Latest Practicable Date, Mr. WANG is also deemed to be interested in 8,500,000 underlying Shares in respect of the share options granted under the Existing Share Option Scheme.

Mr. LI Shaozhong (“ Mr. LI ”), aged 50, is an executive Director and the vice president of the Company. Mr. LI has over 20 years of extensive experience in property development and civil engineering. He joined the Group in December 2003 and acted as the general manager of Tianjin Sunac Ao Cheng Investment Co., Ltd. (“ Sunac Ao Cheng ”) and the vice president of the Group. Mr. LI has accumulated over 20 years of experience and knowledge through holding different positions in real estate companies in the major cities of the PRC such as Shanghai and Tianjin. Mr. LI graduated from the Graduate School of Tianjin University in the PRC with a master’s degree in engineering in 1987 and obtained his doctorate degree in management in March 2007.

Mr. LI entered into a service contract with the Company for a term of three years. Mr. LI is an executive Director and is entitled to a salary of RMB1,279,000 per annum and bonus payment, allowance and benefits-in-kind, at the discretion of the Board, and social and welfare benefits provided under the relevant PRC laws and regulations.

As at the Latest Practicable Date, Mr. LI is also deemed to be interested in 8,400,000 underlying Shares in respect of the share options granted under the Existing Share Option Scheme.

Mr. CHI Xun (“ Mr. CHI ”), aged 40, is an executive Director and the general manager of Sunac Tianjin Company, with 15 years of experience in real estate development and sales management. He joined the Group in 2004 and held the position of deputy general manager of Tianjin Sunac Zhidi Co., Ltd. (“ Sunac Zhidi ”) from 2004 to 2005. Since 2005, he has been the general manager of Sunac Zhidi. Prior to joining the Group, Mr. CHI worked at various property companies where he was primarily responsible for project development, design and sales. Mr. CHI graduated from Harbin Institute of Technology in the PRC in 1997 with a bachelor’s degree in architecture.

Mr. CHI entered into a service contract with the Company for a term of three years. Mr. CHI is an executive Director and is entitled to a salary of RMB1,221,000 per annum and bonus payment, allowance and benefits-in-kind, at the discretion of the Board, and social and welfare benefits provided under the relevant PRC laws and regulations.

As at the Latest Practicable Date, Mr. CHI is also deemed to be interested in 8,500,000 underlying Shares in respect of the share options granted under the Existing Share Option Scheme. Save as disclosed herein, none of the above Directors holds any position with the Company or any other member of the Group, nor has any directorships in other listed public companies in the last three years. In addition, save as disclosed herein, none of the above Directors has any relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders (as defined in the Listing Rules) of the Company.

Save as disclosed in this circular, there is no other matter in relation to the above Directors that needs to be brought to the attention of the Shareholders and there is no other information relating to the above Directors which is required to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

– 13 –

EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE

APPENDIX II

The following is an explanatory statement required to be sent to the Shareholders under the Listing Rules in connection with the proposed Repurchase Mandate.

SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 3,327,415,725 Shares of nominal value of HK$0.10 each. Subject to the passing of the resolution granting the Repurchase Mandate and on the basis that no further Shares will be issued or repurchased before the Annual General Meeting, the Company will be allowed to repurchase a maximum of 332,741,572 Shares which represent 10% of the issued share capital of the Company as at the date of the passing of the resolution in relation to the Repurchase Mandate during the period ending on the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held under the Companies Law or the Articles of Association; or (iii) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting prior to the next annual general meeting of the Company.

REASONS AND FUNDING OF REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders as a whole to seek a general authority from the Shareholders to enable the Company to repurchase its Shares. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or its earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders as a whole.

The repurchase by the Company of the Shares listed on the Stock Exchange must be funded out of funds legally available for the purposes in accordance with the Memorandum of Association and Articles of Association, the Companies Law and other applicable laws of the Cayman Islands. The Company may not repurchase the Shares on the Stock Exchange for consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange. Subject to the foregoing, the Company may make repurchases out of the profits or out of the proceeds of a fresh issue of Shares for the purpose of the repurchase. Any amount of premium payable on the purchase over the par value of the Shares to be repurchased must be out of profits of the Company or out of the Company’s share premium account. If authorized by the Articles of Association and subject to the Companies Law, repurchase may also be made out of capital.

The Directors have no present intention to repurchase any Shares and they would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company. The Directors consider that if the Repurchase Mandate was to be exercised in full during the proposed repurchase period, it may have a material adverse impact on the working capital or the gearing position of the Company, as

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EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE

APPENDIX II

compared with the position disclosed in the audited consolidated accounts of the Company as at 31 December 2013, being the date to which the latest published audited consolidated accounts of the Company were made up. The Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing position which in the opinion of the Directors are from time to time appropriate for the Company.

GENERAL

None of the Directors nor, to the best of their knowledge, having made all reasonable enquiries, their associates (as defined in the Listing Rules) have a present intention to sell any Shares to the Company or its subsidiaries, if the Repurchase Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange that they will exercise the power of the Company to make repurchases pursuant to the proposed resolution in respect of the Repurchase Mandate in accordance with the Listing Rules, the Articles of Association, the Companies Law and any other applicable laws of the Cayman Islands.

No connected person (as defined in the Listing Rules) of the Company has notified the Company that he has a present intention to sell any Shares to the Company, or has undertaken not to do so, if the proposed Repurchase Mandate is approved by the Shareholders.

TAKEOVERS CODE

If as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert (within the meaning of the Takeovers Code), depending on the level of increase of the Shareholder’s interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, to the best knowledge, information and belief of the Directors, Mr. SUN Hongbin together with his wholly-owned company, Sunac International, was interested in 1,595,989,451 Shares, representing an approximate total of 47.96% of the existing issued share capital of the Company. In the event that the Directors exercise in full the power to repurchase Shares under the Repurchase Mandate, Mr. SUN’s interests in the Company would be increased to approximately 53.29% of the issued share capital of the Company and such increase would give rise to an obligation to make a mandatory offer under the Takeovers Code. The Directors have no present intention to repurchase the Shares to the extent it will trigger the obligations under the Takeovers Code for Mr. SUN to make a mandatory offer. Saved as aforesaid, the Directors are not aware of any consequences which would arise under the Takeovers Code as a result of any repurchase of Shares pursuant to the Repurchase Mandate.

– 15 –

EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE

APPENDIX II

The Directors will not exercise the Repurchase Mandate to such an extent as a result of such repurchase, the number of Shares held by the public would fall below 25% of the total number of Shares in issue.

SHARE REPURCHASE MADE BY THE COMPANY

No repurchase of Shares (whether on the Stock Exchange or otherwise) have been made by the Company in the six months prior to the Latest Practicable Date.

SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange during the 12 calendar months preceding the Latest Practicable Date were as follows:

Highest Lowest
Month prices prices
HK$ HK$
2013
April 6.55 5.35
May 6.53 5.51
June 6.08 4.15
July 5.88 4.24
August 6.35 5.25
September 5.63 4.81
October 5.55 4.94
November 5.64 5.00
December 5.17 4.48
2014
January 5.14 4.46
February 4.95 3.91
March 4.51 3.56
April (up to the Latest Practicable Date) 4.89 4.37

– 16 –

PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX III

The following is a summary of the principal terms and conditions of the New Share Option Scheme which are subject to and conditional upon the approval of the Company at the Annual General Meeting:

1. PURPOSES

The purpose of the New Share Option Scheme is to provide an incentive for the Directors, management and the employees of the Group to work with commitment towards enhancing the value of the Company and its Shares for the benefit of our Shareholders and to attract and retain high calibre working partners whose contribution are or may be beneficial to the growth and development of the Group.

2. WHO MAY JOIN

On and subject to the terms of the New Share Option Scheme and the requirements of the Listing Rules, the Board may offer to grant an Option to the qualified Participants as the Board or a committee authorized by the Board may in its absolute discretion select, namely:

  • (a) any director of the Company, any Subsidiary or an Invested Entity;

  • (b) any management of the Company, any Subsidiary or an Invested Entity; and

  • (c) any individual who is an employee considered by the Board to have made contributions to the Company, any Subsidiary or an Invested Entity.

The basis of eligibility of any Participant for the grant of Options shall be determined by the Board from time to time on the basis of their contribution to the development and growth of the Group.

3. DURATION

Subject to any early termination as may be determined by the Board, the New Share Option Scheme shall be valid and effective from Adoption Date to the end of the Scheme Period.

4. PRICE OF SHARES

The Subscription Price shall, subject to the adjustments pursuant to paragraph 17, be such price determined by the Board at its absolute discretion and notified to the eligible Participant in the offer but shall be no less than the highest of:

  • (i) the closing price of the Share as stated in the daily quotations sheet issued by the Stock Exchange on the Offer Date;

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PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX III

  • (ii) the average closing price of the Shares as stated in the daily quotations sheets issued by the Stock Exchange for the five Business Days immediately preceding the Offer Date; and

  • (iii) the nominal value of the Shares.

5. MAXIMUM NUMBER OF SHARES

  • (i) The overall limit on the number of Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the New Share Option Scheme and other share option schemes of the Company must not exceed 30% of the Shares in issue from time to time (“ Scheme Limit ”).

  • (ii) The Shares which may be issued upon exercise of all options to be granted under the New Share Option Scheme and other share option schemes of the Company shall not in aggregate exceed 10% of the Shares in issue upon adoption of the New Share Option Scheme (the “ Scheme Mandate Limit ”). Options lapsed in accordance with the terms of the relevant scheme shall not be counted for the purpose of calculating the Scheme Mandate Limit.

  • (iii) The Company may refresh the Scheme Mandate Limit at any time subject to prior Shareholders’ approval. However, the Scheme Mandate Limit as refreshed shall not exceed 10% of the Shares in issue as at the date of the aforesaid Shareholders’ approval. Options previously granted under the New Share Option Scheme, and other share option schemes of the Company (including those outstanding, cancelled, lapsed in accordance with the relevant scheme or exercised options) shall not be counted for the purpose of calculating the limit as refreshed. A circular must be sent to Shareholders containing information in connection with the meeting at which their approval will be sought.

  • (iv) The Company may also seek separate Shareholders’ approval for granting options beyond the Scheme Mandate Limit to eligible Participants specifically identified by the Company before the aforesaid Shareholders’ meeting where such approval is sought. A circular must be sent to Shareholders containing a generic description of the identified eligible Participants, the number and terms of the options to be granted, the purpose of granting options to the specifically identified eligible Participants, and an explanation as to how the terms of these options serve such purpose.

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PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX III

6. MAXIMUM ENTITLEMENT OF EACH PARTICIPANT

The total number of Shares issued and to be issued upon exercise of the options granted and to be granted to each eligible Participant or Grantee (as the case may be) (including both exercised and outstanding options) in any 12-month period must not exceed 1% of the total Shares in issue (the “ Individual Limit ”). Any further grant of options to each eligible Participant or Grantee (as the case may be) results in the Shares issued and to be issued upon exercise of all options granted and to be granted to such eligible Participant or Grantee (as the case may be) (including exercised, cancelled and outstanding options) in the 12-month period up to and including the date of grant of such further grants in excess of the Individual Limit shall be subject to Shareholders’ approval with such eligible Participant or Grantee (as the case may be) and his associates (as such term is defined in the Listing Rules) abstaining from voting. A circular must be sent to the Shareholders disclosing the identity of the eligible Participant or Grantee (as the case may be) and the number and terms of the options granted and to be granted. The number and terms (including the subscription price) of options to be granted to such eligible Participants or Grantee, as the case may be, shall be fixed before Shareholders’ approval is sought and the date of the Board meeting for proposing such further grant shall be taken as the date of grant of an option for the purpose of calculating the subscription price.

7. GRANT OF OPTIONS TO CONNECTED PERSONS

Any grant of Options under the New Share Option Scheme to a Director, chief executive or substantial shareholder of the Company or any of their respective associates or Connected Persons (as defined in the Listing Rules) must be approved by the independent non-executive Directors (excluding any independent non-executive Director who is also a proposed Grantee of the Options).

Where any grant of Options to a substantial shareholder or an independent non-executive Director, or any of their respective associates (as defined in the Listing Rules), would result in the Shares issued and to be issued upon exercise of all options already granted and to be granted (including options exercised, cancelled and outstanding) to such person under the New Share Option Scheme and any other scheme(s) of the Company in the 12-month period up to and including the date of such grant:

  • (i) representing in aggregate over 0.1% of the total number of Shares in issue; and

  • (ii) having an aggregate value, based on the closing price of the Shares at the date of each grant, in excess of HK$5 million; such further grant of options must be approved by the shareholders of the Company.

The Company must send a circular in compliance with Listing Rules to the Shareholders. All connected persons of the Company must abstain from voting on the relevant resolution at such general meeting, except that any such connected person may vote against the relevant resolution at the general meeting provided that his intention to do so has been stated in the circular. Any vote taken at the meeting to approve the grant of such Options must be taken on a poll.

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PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX III

8. TIME OF EXERCISE OF OPTION

An Option granted to each Grantee shall vest in accordance with the following schedule:

  • 30% of such options shall be exercisable from the Offer Date;

  • an additional 30% (i.e. up to 60% in total) of such options shall be exercisable from the 1st anniversary date of the Offer Date; and

  • an additional 40% (i.e. up to 100% in total) of such options shall be exercisable from the 2nd anniversary date of the Offer Date.

9. RIGHTS PERSONAL TO GRANTEE

Options granted under the New Share Option Scheme are personal to the Grantee and therefore no Grantee shall in any way sell, transfer, charge, mortgage, encumber or create any interest in favour of any third party over or in relation to Options granted herein. The Option (to the extent not already exercised) will immediately lapse.

10. RIGHTS ON CESSATION OF EMPLOYMENT BY RETIREMENT OR DEATH

In the event of the retirement or death of the Grantee, the Grantee or his legal personal representative shall be entitled within anytime within the Option Period to exercise all the Options in full (to the extent not already exercised).

11. RIGHTS ON CESSATION OF EMPLOYMENT FOR REASONS OTHER THAN RETIREMENT OR DEATH OR DISMISSAL

If the Grantee ceases to be a Participant for reasons other than retirement or death or termination of his employment on one or more the grounds specified in paragraph 22(g) below, the Grantee shall be entitled up to the date of cessation (which date shall be the last actual working day with the Company or the relevant Subsidiary, whether salary is paid in lieu of notice or not) to exercise all the Options (to the extent not already exercised).

12. PERFORMANCE TARGET

Unless the Board otherwise determined and stated in the Offer Letter to the Grantee, the Grantee is not required to achieve any performance targets before any Options granted under the New Share Option Scheme can be exercised.

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PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX III

13. PAYMENT ON ACCEPTANCE OF OPTION OFFER

An offer of the grant of an Option shall be made to a Grantee by letter in such form as the Board may from time to time determine. Such offer shall specify the subscription price and the Option Period and shall require the Participant to undertake to hold the Option on the terms and conditions on which it is to be granted and to be bound by the provisions of the New Share Option Scheme and shall remain open for acceptance by the Grantee concerned for a period of five Business Days from the Offer Date. To the extent that the offer of the grant of an Option is not accepted within five Business Days as aforesaid, it shall be deemed to have been irrevocably declined and lapse immediately.

An offer for the grant of the New Share Option Scheme shall be deemed to have been accepted by a Grantee when the duplicate letter of the offer is duly completed, signed and returned by him/her to the Company with payment of HK$1.00 (or its RMB equivalent) as consideration within five Business Days from the Offer Date.

14. EXERCISE OF OPTIONS

An Option may be exercised in whole or in part by the Grantee or his legal representative giving notice in writing to the Company stating that the Option is exercised and the number of Shares in respect of which it is exercised. An Option that is exercised in part must be exercised in respect of a Board Lot or an integral multiple thereof, each notice must be accompanied by a remittance for the full amount of the Subscription Price for the Shares in respect of which the notice is given.

Within ten Business Days after receipt of the notice and remittance, the Company will accordingly allot the relevant number of Shares to be credited as fully paid and issue to the Grantee a share certificate in respect of the Shares so allotted.

The Grantee must bear all the income tax arising from and in connection with his/her granting and exercising of the Options.

15. RANKING OF SHARES

The Shares to be allotted upon the exercise of an Option granted hereunder will be subject to all the provisions of the Articles of Association for the time being in force and will rank pari passu with the other fully paid Shares in issue on the date of allotment and accordingly will entitle an Option holder, to the extent the Options have been duly exercised and the Shares are duly issued to the Option holder in pursuance thereof and not otherwise, to participate in all dividends or other distributions paid or made on or after the date of allotment provided that the record date for the dividend or distribution is a date after the date of allotment.

A Share issued upon the exercise of an Option shall not carry any voting rights until the registration of the Grantee or his nominee as the holder of the Share on the register of members of the Company.

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PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX III

16. RESTRICTION ON THE TIME OF GRANT OF OPTIONS

A grant of Options may not be made after inside information has come to the knowledge of the Company until it has announced the information pursuant to the requirements of the Listing Rules and the Inside Information Provisions (as defined in the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). In particular, no Option shall be granted to any eligible Participant during the period commencing one month immediately preceding the earlier of (i) the date of the meeting of the Board for the approval of the Company’s quarterly or half yearly or any other interim period or, annual results, and (ii) the last date on which the Company must publish its quarterly or half yearly or any other interim period or, annual results announcement under its listing agreement with the Stock Exchange and ending on the date of the announcement of the results.

17. REORGANISATION OF CAPITAL STRUCTURE

In the event of any alteration in the capital structure of the Company while any Option may become or remains exercisable, arising from a capitalisation issue, rights issue, consolidation, subdivision or reduction of the share capital of the Company, the Board shall make such corresponding alterations (if any) shall be made in:

  • (i) the number and description of Shares subject to each Option;

  • (ii) the Subscription Price;

  • (iii) the method of exercise of the Option; and/or

  • (iv) the number of Shares subject to the New Share Option Scheme;

that are required to give each Grantee the same proportion of the share capital as that to which the Grantee was previously entitled, but not so that the effect would be to enable any Share to be issued at less than its nominal value.

For the avoidance of doubt only, the issue of securities as consideration in a transaction shall not be regarded as a circumstance requiring any such alterations. In respect of any such alterations, other than any made on a capitalisation issue, an independent financial adviser or the Company’s auditors must confirm to the Directors in writing that the alterations satisfy the requirements set out in the Listing Rules and such other guidelines or supplementary guidance as may be issued by the Stock Exchange from time to time.

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PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX III

18. CANCELLATION OF OPTIONS

Subject to the consent from the relevant Grantee, the Board may at its discretion cancel Options previously granted to and yet to be exercised by, a Grantee.

A Grantee whose Options are cancelled may be issued new Options provided that the issue of such new Options is made with available unissued Options (excluding the cancelled Options) within the limits mentioned in paragraph 5 above and otherwise comply with the terms of the relevant scheme pursuant to which such new options are granted.

19. RIGHTS ON VOLUNTARY WINDING UP

In the event of voluntary winding up by the Company, the Company shall on the same date as or soon after it despatches a notice to each member of the Company to convene a general meeting for the purposes of considering, and if thought fit, approving a resolution to voluntarily wind-up the Company, to all Grantees and thereupon, each Grantee shall be entitled to exercise all or any of his/her options at any time not later than ten Business Days prior to the proposed general meeting of the Company by giving notice in writing to the Company, accompanied by a remittance for the full amount of the aggregate subscription price for the Shares in respect of which the notice is given whereupon the Company shall as soon as possible and, in any event, no later than one Business Day immediately prior to the date of the proposed general meeting referred to above, allot the relevant Shares to the Grantee of an Option credited as fully paid.

20. RIGHTS ON A GENERAL OFFER

In the event of a general offer (whether by way of takeover offer or scheme of arrangement or otherwise in like manner) is made to all the holders of Shares (or all such holders other than the offeror and/or any person controlled by the offeror and/or any person acting in association or concert with the offeror) and such offer becomes or is declared unconditional, the Grantee shall be entitled to exercise the Option (to the extent not already exercised) at any time before the expiry of the period of five Business Days following the date on which the offer becomes or is declared unconditional.

21. THE POWERS AND AUTHORITY OF THE BOARD AND COMMITTEE AUTHORIZED BY THE BOARD

The Board shall administer the New Share Option Scheme and the Board may appoint a scheme administrator to manage the New Share Option Scheme whose decision shall be final and binding on all parties.

The decision of the Board as to all matters relating to the New Share Option Scheme or its interpretation shall be final and binding and the Board shall finally determine whether a person is eligible to participate in the New Share Option Scheme.

– 23 –

PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX III

Subject to the approval of all relevant authorities and in compliance of all applicable law, relevant statutory rules and regulations, Listing Rules, directives or guidelines etc., any of the specific terms of the New Share Option Scheme can be changed by the Board or by the scheme administrator without the approval of Shareholders in general meeting so long as such change is made in full compliance with the Listing Rules save and except any amendment which would otherwise prejudice to the rights then accrued to any Grantee who has accepted an Option without his prior consent provided always that under no circumstance shall any material alterations to the terms and conditions of the New Share Option Scheme (such as the definition of “Participant”, “Grantee”, “Option Period” and “Scheme Period” as set out on pages 1 to 4), or any change to the authority of the Board or the scheme administrator, or any amendment of the provisions relating to the matters set out in the Rule 17.03 of the Listing Rules to the advantage of the Grantees be made without the approval of the Shareholders in general meeting.

22. LAPSE OF OPTION

An Option shall lapse automatically (to the extent not already exercised) on the earliest of:

  • (a) the expiry of the Option Period;

  • (b) in the event of the retirement or death of the Grantee who was an Employee of the Company, the expiry of the Option Period;

  • (c) where the Grantee is an employee ceases to be a Participant for any reason other than his retirement or death or termination of his employment on one or more of the grounds specified in paragraph (g) below, the date of cessation which date shall be the last actual working day with the Company or the relevant Subsidiary or Invested Entity (whether salary is paid in lieu of notice or not);

  • (d) where a general offer (whether by way of takeover offer, scheme of arrangement or otherwise) is made to all the holders of Shares (or all holders other than the offeror and its concert parties and persons controlled by the offeror) and the offer becomes or is declared unconditional during the Option Period of an outstanding Option, the expiry of the period of five Business Days following the date on which the offer becomes or is declared unconditional;

  • (e) the date of the commencement of the winding-up of the Company in respect of the situation contemplated by clause 8.7(d) of the New Share Option Scheme;

  • (f) the date of the arrangement or compromise referred in clause 8.7(e) of the New Share Option Scheme becomes effective;

– 24 –

PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX III

  • (g) the date on which the Grantee (being an employee) ceases to be a Participant by reason of the termination of his employment on any one or more of the following grounds:

  • (i) that he has been guilty of misconduct;

  • (ii) that he has committed an act of bankruptcy or has become insolvent or has made a compromise or arrangement with creditors generally;

  • (iii) that he has been convicted of a criminal offence involving his integrity or honesty; or

  • (iv) on any other ground on which an employer would be entitled to summarily terminate his employment pursuant to applicable laws or under the Grantee’s employment contract;

  • (h) the date on which the Grantee sells, transfers, charges, mortgages, encumbers or create any interest in favour of any third party over or in relation to the Option in breach of clause 8.3 of the New Share Option Scheme;

  • (i) if an Option was granted subject to certain conditions, restrictions or limitation, the date on which the Board resolves that the Grantee has failed to satisfy or comply with such conditions, restrictions or limitation;

  • (j) the occurrence of such event or expiry of such period as may have been specifically provided for in the Offer Letter.

23. DISPUTES

Any dispute arising in connection with the New Share Option Scheme (including but not limited to any question of interpretation) shall be referred to the decision of the Board and whose decision shall be final and binding.

24. TERMINATION OF THE NEW SHARE OPTION SCHEME

The Company may at any time terminate the operation of the New Share Option Scheme by resolution of the Board or of Shareholders in general meeting; and in such event no further options will be offered but the provisions of the New Share Option Scheme shall remain in full force in all other respects. In particular, all Options granted prior to the termination and yet to be exercised shall continue to be valid and exercisable in accordance with the terms of the New Share Option Scheme.

– 25 –

PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX III

25. MISCELLANEOUS

The Company shall bear the costs of establishing and administering the New Share Option Scheme.

By accepting an Option, a Grantee shall be deemed irrevocably to have accepted the grant subject to the provisions of the New Share Option Scheme and the Option is granted as from the Offer Date.

26. GOVERNING LAW

The provisions of the New Share Option Scheme shall be governed by and construed in accordance with the laws of Hong Kong and the parties hereby agree to submit to the exclusive jurisdiction of the Court of Hong Kong.

– 26 –

NOTICE OF ANNUAL GENERAL MEETING

==> picture [208 x 87] intentionally omitted <==

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting of Sunac China Holdings Limited (the “Company”) will 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. for the purpose of considering and, if thought fit, passing (with or without amendments) the following ordinary resolutions:

  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 retiring 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

  4. b. To authorise the board of directors of the Company to fix the remuneration of the directors.

  5. To re-appoint PricewaterhouseCoopers as auditors of the Company and authorise the board of directors of the Company to fix their remuneration.

– 27 –

NOTICE OF ANNUAL GENERAL MEETING

  1. To consider and, if thought fit, to pass, with or without modification, the following resolutions as ordinary resolutions:

(A) “ That :

  • (i) subject to paragraph (iii) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or otherwise deal with additional shares in the capital of the Company or securities convertible into shares, or options, warrants or similar rights to subscribe for shares or such convertible securities of the Company and to make or grant offers, agreements and/or options (including bonds, warrants and debentures convertible into shares of the Company) which may require the exercise of such powers be and is hereby generally and unconditionally approved;

  • (ii) the approval in paragraph (i) above shall be in addition to any other authorisation given to the directors of the Company and shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements and/or options which may require the exercise of such power after the end of the Relevant Period;

  • (iii) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the directors of the Company during the Relevant Period pursuant to paragraph (i) above, otherwise than pursuant to (1) a Rights Issue (as hereinafter defined) or (2) the grant or exercise of any option under the share option scheme of the Company or any other share option scheme or similar arrangements for the time being adopted for the grant or issue to the directors, officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or (3) any scrip dividend or similar arrangements providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company in force from time to time; or (4) any issue of shares in the Company upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into shares of the Company, shall not exceed the aggregate of 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution and the approval shall be limited accordingly;

– 28 –

NOTICE OF ANNUAL GENERAL MEETING

  • (iv) for the purpose of this resolution:–

  • (a) “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:–

    • (1) the conclusion of the next annual general meeting of the Company;

    • (2) the expiration of the period within which the next annual general meeting of the Company is required to be held under the applicable laws or the articles of association of the Company; and

    • (3) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and

  • (b) “Rights Issue” means an offer of shares in the capital of the Company, or offer or issue of warrants, options or other securities giving rights to subscribe for shares open for a period fixed by the directors of the Company to holders of shares in the capital of the Company whose names appear on the register of shareholders on a fixed record date in proportion to their holdings of shares (subject to such exclusion or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or, having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, any recognised regulatory body or any stock exchange applicable to the Company).”

(B) “ That :

  • (i) subject to paragraph (ii) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares of the Company on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the shares of the Company may be listed and recognised for this purpose by the Securities and Futures Commission and the Stock Exchange under the Hong Kong Code on Share Repurchases and, subject to and in accordance with all applicable laws and the Rules Governing the Listing of Securities on the Stock Exchange, be and is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

  • (ii) the aggregate nominal amount of the shares of the Company, which may be repurchased pursuant to the approval in paragraph (i) above shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue at the date of passing of this resolution, and the said approval shall be limited accordingly;

  • (iii) subject to the passing of each of the paragraphs (i) and (ii) of this resolution, any prior approvals of the kind referred to in paragraphs (i) and (ii) of this resolution which had been granted to the directors and which are still in effect be and are hereby revoked; and

  • (iv) for the purpose of this resolution:–

“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:–

  • (1) the conclusion of the next annual general meeting of the Company;

  • (2) the expiration of the period within which the next annual general meeting of the Company is required to be held under the applicable laws or the articles of association of the Company; and

  • (3) the revocation or variation of the authority given under this resolution by ordinary resolution of the shareholders of the Company in general meeting.”

  • (C) “ That conditional upon the resolutions numbered 5(A) and 5(B) set out in the notice convening this meeting being passed, the general mandate granted to the directors of the Company to exercise the powers of the Company to allot, issue and otherwise deal with additional shares of the Company and to make or grant offers, agreements and options which might require the exercise of such powers pursuant to the ordinary resolution numbered 5(A) set out in the notice convening this meeting be and is hereby extended by the addition to the aggregate nominal amount of the share capital of the Company which may be allotted and issued by the directors pursuant to such general mandate an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to ordinary resolution numbered 5(B) set out in the notice convening this meeting, provided that such amount shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue at the date of passing of the resolution.”

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NOTICE OF ANNUAL GENERAL MEETING

  1. “ That :

  2. (i) conditional upon the Stock Exchange granting the approval for the New Share Option Scheme referred to in the circular dispatched to the shareholders on the same day as this Notice, a copy of the terms and conditions of which are set out in the printed documents marked “A” now produced to the meeting and initialled by the chairman of this meeting for the purpose of identification hereof and subject to such amendments to the New Share Option Scheme as the Stock Exchange may request, the New Share Option Scheme be approved and adopted to be the share option scheme of the Company;

  3. (ii) the board of directors of the Company be and is hereby authorised to allot and issue the shares, not exceeding 5% of the shares of the Company in issue at the date of passing of this resolution, which may fall to be issued upon the exercise of options to be granted under the New Share Option Scheme; and

  4. (iii) the board of directors of the Company be and is authorised to do all such acts and things (including approving and agreeing to any amendments or variations to the terms and conditions of the New Share Option Scheme and making any submissions to the Stock Exchange and publish any announcement or circular) 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. To the extent that any such other document requires execution as a deed, the seal of the Company be affixed to any such document and such document be signed by a director of the Company.”

By Order of the board of directors Sunac China Holdings Limited SUN Hongbin Chairman

Hong Kong, 14 April 2014

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NOTICE OF ANNUAL GENERAL MEETING

Registered office: Head office: Landmark Square 10F, Building C7 3rd Floor, 64 Earth Close Magnetic Plaza P.O. Box 30592 Binshuixi Road Grand Cayman KY1-1203 Nankai District Cayman Islands Tianjin 300381 PRC

Principal place of business in Hong Kong: 8th Floor, Gloucester Tower The Landmark 15 Queen’s Road Central Hong Kong

Notes:

  • (i) Resolution numbered 5(C) will be proposed to the shareholders for approval provided that ordinary resolutions numbered 5(A) and 5(B) are passed by the shareholders of the Company.

  • (ii) A shareholder entitled to attend and vote at the above meeting is entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A proxy need not be a shareholder of the Company.

  • (iii) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined as that one of the persons so present whose name stands first on the register of shareholders in respect of such share shall alone be entitled to vote in respect thereof.

  • (iv) In order to be valid, a form of proxy must be 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 notarially certified copy thereof) not less than 48 hours before the time appointed for the holding of the above meeting or any adjournment thereof. The completion and return 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.

  • (v) The transfer books and register of shareholders will be closed from Tuesday, 13 May 2014 to Monday, 19 May 2014, both days inclusive, in order to determine the entitlement of shareholders to attend the above meeting, during which period no share transfers can be registered. All transfers accompanied by the relevant share certificates must be lodged with the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Monday, 12 May 2014.

  • (vi) The transfer books and register of shareholders will be closed from Friday, 23 May 2014 to Monday, 26 May 2014, both days inclusive, in order to determine the entitlement of shareholders to receive the proposed final dividend, during which period no share transfers can be registered. All transfers accompanied by the relevant share certificates must be lodged with the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Thursday, 22 May 2014.

  • (vii) In respect of ordinary resolution numbered 3(a) above, Mr. SUN Hongbin, Mr. WANG Mengde, Mr. LI Shaozhong and Mr. CHI Xun shall retire at the above meeting and being eligible, have offered themselves for re-election. Details of the above retiring directors are set out in Appendix I to the accompanied circular dated 14 April 2014.

  • (viii) In respect of the ordinary resolution numbered 5(A) above, the directors of the Company wish to state that they have no immediate plans to issue any new shares of the Company. Approval is being sought from the shareholders of the Company as a general mandate for the purposes of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”).

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NOTICE OF ANNUAL GENERAL MEETING

  • (ix) In respect of ordinary resolution numbered 5(B) above, the directors of the Company wish to state that they will exercise the powers conferred by the general mandate to repurchase shares of the Company in circumstances which they deem appropriate for the benefits of shareholders of the Company. The Explanatory Statement containing the information necessary to enable shareholders to make an informed decision on whether to vote for or against the resolution to approve the repurchase by the Company of its own shares, as required by the Listing Rules, is set out in Appendix II to the accompanied circular dated 14 April 2014.

As at the date of this announcement, the executive directors of the Company are Mr. SUN Hongbin, Mr. WANG Mengde, Mr. LI Shaozhong, Mr. CHI Xun, Mr. SHANG Yu and Mr. JING Hong; the non-executive directors of the Company are Ms. HU Xiaoling and Mr. ZHU Jia; and the independent non-executive directors of the Company are Mr. POON Chiu Kwok, Mr. LI Qin and Mr. MA Lishan and Mr. TSE Chi Wai.

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