Sunac China Holdings Limited — Proxy Solicitation & Information Statement 2014

Feb 28, 2014

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the extraordinary general meeting of Sunac China Holdings Limited (the “ Company ”) will be held at Yuquanbaotu Hall, Xishanhui Business Club, 1 Dehui Road, Haidian District, Beijing, China on Monday, 17 March 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. THAT the Post-IPO Share Option Scheme (as defined in the circular of the Company dated 28 February 2014 (the “ Circular ”)) adopted by the Company on 29 April 2011 be amended in the following manner:

   • (A) By deleting the definition of “Option Period” in clause 2.1 of the Post-IPO Share Option Scheme in its entirety and substituting the following:

“ Option Period means in respect of an Option (to the extent vested and/or exercisable pursuant to the terms and conditions of this Scheme), a period commencing on the Offer Date and ending six years from the commencement date of the relevant Grant Period during which that Option was granted”

• (B) By deleting clause 5.8 of the Post-IPO Share Option Scheme in its entirety and substituting the following:

  • “5.8 No grant of Options shall be made after Inside Information (as defined in the Listing Rules) has come to the knowledge of the Company until it has announced such Inside 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 during the period of one month immediately preceding the earlier of:

    • (a) the date of the Board meeting as such date is first notified to the Stock Exchange in accordance with the Listing Rules for the approval of the Company’s results for any year, half-year or quarter or any other interim period (whether or not required under the Listing Rules); or

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• (b) the deadline for the Company to publish an announcement of its results for any year or half-year under the Listing Rules or quarter or other interim period (whether or not required under the Listing Rules);

and ending the date of the results announcement. The period during which no Option may be granted will cover any period of delay in the publication of a results announcement.”

• (C) By deleting clause 9.1 of the Post-IPO Share Option Scheme in its entirety and substituting the following:

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

    • (a) the expiry of the Option Period;

    • (b) the expiry of the periods referred to in clause 8.7(a) to 8.7(c);

    • (c) the date of the commencement of the winding-up of the Company in respect of the situation contemplated by clause 8.7(d);

    • (d) the date the scheme or compromise referred to in clause 8.7(e) becomes effective;

    • (e) 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 an arrangement or composition with creditors generally;

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

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

and a resolution of the Board (or the board of directors of the relevant Subsidiary or Invested Entity) to the effect that the employment of a Grantee has or has not been terminated on one or more of the grounds specified in this clause 9.1(e) shall be conclusive;

• (f) the date on which the Grantee commits a breach of clause 8.4;

• (g) 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;

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

1. THAT the Option Period (as defined in the Circular) of the Options (as defined in the Circular) granted and outstanding as at the date of this resolution be extended to a period commencing on the Offer Date (as defined in the Circular) and ending six years from the commencement date of the relevant Grant Period (as defined in the Circular) during which that Option was granted.

By order of the Board Sunac China Holdings Limited SUN Hongbin Chairman

Hong Kong, 28 February 2014

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

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

Notes:

• (i) 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.

• (ii) 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.

• (iii) 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.

• (iv) The transfer books and register of shareholders will be closed from Friday, 14 March 2014 to Monday, 17 March 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 Thursday, 13 March 2014.

• (v) As at the date of this notice, the executive Directors are Mr. Sun Hongbin, Mr. Wang Mengde, Mr. Li Shaozhong, Mr. Chi Xun, Mr. Shang Yu and Mr. Jing Hong; the non-executive Directors are Ms. Hu Xiaoling and Mr. Zhu Jia, and the independent non-executive Directors are Mr. Poon Chiu Kwok, Mr. Li Qin, Mr. Ma Lishan and Mr. Tse Chi Wai.

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