Sunac China Holdings Limited — Proxy Solicitation & Information Statement 2015

Jun 11, 2015

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 your licensed securities dealer or registered institution in securities, 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, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or the 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.

SUNAC CHINA HOLDINGS LIMITED 融創中國控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 01918)

MAJOR TRANSACTION ACQUISITION OF OFFSHORE TARGET COMPANY AND ONSHORE TARGET COMPANIES

A letter from the Board is set out on pages 6 to 26 of this circular.

A notice convening the EGM of Sunac China Holdings Limited to be held at Multifunctional Hall, 2nd Floor, Xishanhui Business Club, 1 Dehui Road, Haidian District, Beijing, China on 30 June 2015 at 10:00 a.m. is set out on pages EGM-1 to EGM-3 of this circular. A form of proxy for use by the Shareholders at the EGM 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 and vote at the EGM in person, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17/F, 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 EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude Shareholders from attending and voting at the EGM or any adjournment thereof (as the case may be) if they so wish.

11 June 2015

CONTENTS

			Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			1
**Letter from the **	Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		6
Appendix I	—	Financial Information of the Group . . . . . . . . . . . . . . . . . . . . . . . .	I-1
Appendix II	—	Accountant’s report of the Offshore Target Group. . . . . . . . . . . . .	II-1
Appendix III	—	Management Discussion and Analysis
		of the Offshore Target Group. . . . . . . . . . . . . . . . . . . . . . . . . . . .	III-1
Appendix IV	—	Accountant’s report of the Onshore Target Companies . . . . . . . . .	IV-1
Appendix V	—	Management Discussion and Analysis of
		the Onshore Target Companies. . . . . . . . . . . . . . . . . . . . . . . . . . .	V-1
Appendix VI	—	Unaudited Pro Forma Financial Information of
		the Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	VI-1
Appendix VII	—	Valuation Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	VII-1
Appendix VIII	—	Reconciliation of Valuation of Properties . . . . . . . . . . . . . . . . . . . .	VIII-1
Appendix IX	—	Valuation Summary of the net asset value of the Offshore and
		Onshore Target Companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	IX-1
Appendix X	—	General Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	X-1
Notice of Extraordinary General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			EGM-1

— i —

DEFINITIONS

In this circular, the following expressions shall have the meanings set out below unless the context requires otherwise:

• “Announcements”

the announcements of the Company dated 31 December 2014, 6 January 2015, 29 April 2015 and 5 May 2015 in relation to the entering of the Share Sale and Purchase Agreement and the Framework Agreements and the Transactions contemplated thereunder, and details in relation to the adjustments made to the original considerations for the Offshore Transaction and the Onshore Transaction

• “associate”

• has the meaning ascribed to it under the Listing Rules

• “Board”

the board of Directors of the Company

• “Company”

Sunac China Holdings Limited, a company incorporated under the laws of the Cayman Islands with limited liability, and the shares of which are listed on the Stock Exchange (stock code: 1918)

• “connected person”

has the meaning ascribed to it under the Listing Rules

• “Debt Undertaking Framework Agreement”

the framework agreement dated 30 December 2014 entered into between Tianjin Sunac Ao Cheng and Shanghai Sunac Greentown in relation to the assignment of the Onshore Target Debt by Shanghai Sunac Greentown to Tianjin Sunac Ao Cheng

• “Deed of Indemnity and Undertaking”

the deed of indemnity and undertaking dated 30 December 2014 entered into by and among the Company, Sunac Greentown and Lead Sunny in favour of Greentown China in relation to, among other things, the Existing Term Facility

• “Directors”

• the directors of the Company

• “EGM”

the extraordinary general meeting of the Company to be held at Multifunctional Hall, 2nd Floor, Xishanhui Business Club, 1 Dehui Road, Haidian District, Beijing, China on 30 June 2015 for the purpose of considering and, if thought fit, approving the Offshore Transaction and the Onshore Transaction

• “Enlarged Group”

the Group as enlarged by the Offshore Transaction and the Onshore Transaction (assuming completion of both Offshore Transaction and Onshore Transaction)

— 1 —

DEFINITIONS

• “Equity Sale and Purchase the framework agreement dated 30 December 2014 entered Framework Agreement” into among Tianjin Sunac Ao Cheng as purchaser and Shanghai Sunac Greentown as vendor in relation to the sale and purchase of the Onshore Target Equity

• “Existing Term Facility” the US$450,000,000 term loan facility agreement dated 23 July 2013 entered into, among others, Sunac Greentown, as borrower and Industrial and Commercial Bank of China (Asia) Limited, as facility agent

• “Framework Agreements” the Equity Sale and Purchase Framework Agreement and the Debt Undertaking Framework Agreement

• “Greentown China”

• Greentown China Holdings Limited*, a company incorporated under the laws of the Cayman Islands with limited liability and whose shares are listed on the Stock Exchange (Stock Code: 3900)

• “Group” the Company and its subsidiaries

• “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Latest Practicable Date” 5 June 2015, being the latest practicable date for the purpose of ascertaining certain information for inclusion in this circular

“Lead Sunny” Lead Sunny Investments Limited, a company incorporated in the BVI and a direct wholly-owned subsidiary of the Company “Liberia Company” Wisdom Collection Holdings (International) Inc., a company incorporated under the laws of Liberia on 11 November 1981, which owns the entire issued share capital of Wisdom Collection Group

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “Offshore Target Company” Elegant Trend Limited (優勢有限公司), a company incorporated in the BVI and a non-wholly owned subsidiary of the Company

“Offshore Target Debt” the adjusted amount of RMB756,310,835.21 due and owing by Elegant Trend to Sunac Greentown which will be assigned by Sunac Greentown to Lead Sunny pursuant to the terms and conditions of the Share Sale and Purchase Agreement

— 2 —

DEFINITIONS

• “Offshore Target Debt Consideration”

• “Offshore Target Equity”

• “Offshore Target Equity Consideration”

• “Offshore Target Group”

• “Offshore Transaction”

• “Onshore Target Companies”

• “Onshore Target Debt”

• “Onshore Target Debt Consideration”

• “Onshore Target Equity”

• “Onshore Target Equity Consideration”

• the adjusted consideration of RMB756,310,835.21 for the Offshore Target Debt as re-determined by the parties to the Share Sale and Purchase Agreement

• the entire issued share capital in the Offshore Target Company held by Sunac Greentown as at the date of the Share Sale and Purchase Agreement and to be acquired by Lead Sunny pursuant to the terms and conditions of the Share Sale and Purchase Agreement

• the consideration of RMB5,676,738,773.09 for the Offshore Target Equity under the Share Sale and Purchase Agreement

• the Offshore Target Company, the Liberia Company, Wisdom Collection Group and the PRC Project Companies

• the acquisition of the Offshore Target Equity and the Offshore Target Debt by Lead Sunny from Sunac Greentown as contemplated under the Share Sale and Purchase Agreement

• collectively, Onshore Target Company 1 to Onshore Target Company 15 to be acquired by Tianjin Sunac Ao Cheng from Shanghai Sunac Greentown pursuant to the terms of the Framework Agreements, details of which are set out in “Letter from the Board — Framework Agreements — Information of the Onshore Target Companies”

• the adjusted amount of RMB3,465,188,197.26 due and owing by the Onshore Target Companies to Shanghai Sunac Greentown which will be assigned by Shanghai Sunac Greentown to Tianjin Sunac Ao Cheng pursuant to the terms of the Debt Undertaking Framework Agreement the adjusted consideration of RMB3,465,188,197.26 for the Onshore Target Debt as re-determined by the parties to the Debt Undertaking Framework Agreement

• the entire or certain equity interests of the Onshore Target Companies to be acquired by Tianjin Sunac Ao Cheng from Shanghai Sunac Greentown pursuant to the terms of the Equity Sale and Purchase Framework Agreement

• the adjusted consideration of RMB5,498,989,189.52 for the Onshore Target Equity pursuant to the Equity Sale and Purchase Framework Agreement

— 3 —

DEFINITIONS

• “Onshore Transaction”

• “Original Offshore Target Debt Consideration”

• “Original Onshore Target Debt Consideration”

• “Original Onshore Target Equity Consideration”

• “PRC”

• “PRC Project Companies”

• “Purchaser’s Guarantor”

• “RMB

• “Shanghai Sunac Greentown”

• “Share Sale and Purchase Agreement”

the acquisition of the Onshore Target Companies by Tianjin Sunac Ao Cheng from Shanghai Sunac Greentown and the assignment of the debt owing by each of the Onshore Target Companies to Shanghai Sunac Greentown to Tianjin Sunac Ao Cheng as contemplated under the Framework Agreements

the original consideration of RMB724,995,511.55 for the Offshore Target Debt under the Share Sale and Purchase Agreement

the original consideration of RMB3,529,375,717.15 for the Onshore Target Debt under the Debt Undertaking Framework Agreement

• the original consideration of RMB5,614,916,584.45 for the Onshore Target Equity pursuant to the Equity Sale and Purchase Framework Agreement

• the People’s Republic of China, excluding, for the purposes of this circular, Hong Kong, Macau Special Administrative Region and Taiwan

New Richport Property Development Shanghai Co., Ltd. (上海新富港房地產發展有限公司), Everbright Property Development Shanghai Co., Ltd (上海豐明房地產發展有限公 司), Fung Seng Estate Development (Shanghai) Co., Ltd. (豐盛地產發展(上海)有限公司), Shanghai Yujiang Property Management Co., Ltd (上海禦江物業管理有限公司), Shanghai Mingxiang Property Management Co., Ltd (上海名 翔物業管理有限公司), Shanghai Dingsheng Property Management Co.,Ltd (上海鼎晟物業管理有限公司) and Suzhou Greentown Yuyuan Real Estate Development Co., Ltd. (蘇州綠城禦園房地產開發有限公司)

• the Company as the guarantor to Lead Sunny, the purchaser to the Share Sale and Purchase Agreement

Renminbi, the lawful currency of the PRC

Shanghai Sunac Greentown Investment Holdings Limited, a company established in the PRC and a non-wholly owned subsidiary of the Company

• the share sale and purchase agreement dated 30 December 2014 entered into among Lead Sunny as purchaser, Sunac Greentown as vendor and the Company as the Purchaser’s Guarantor in relation to the Offshore Transaction

— 4 —

DEFINITIONS

• “Shares” ordinary shares with a par value of HK$0.10 each in the capital of the Company

• “Shareholder(s)” the shareholder(s) of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited “subsidiary” has the meaning ascribed to it under the Listing Rules “substantial shareholder” has the meaning ascribed to it under the Listing Rules “Sunac Greentown” Sunac Greentown Investment Holdings Limited, a company incorporated in the BVI on 25 April 2013 and owned as to 50% by each of the Company and Greentown China, and a non wholly-owned subsidiary of the Company

• “Suzhou Rongding” Suzhou Rongding Real Estate Co., Ltd., a company established in the PRC and a wholly-owned subsidiary of Onshore Target Company 15

• “Tianjin Sunac Ao Cheng” Tianjin Sunac Ao Cheng Investment Co., Ltd., a company established in the PRC and a wholly-owned subsidiary of the Company

• “Transactions” the Offshore Transaction and the Onshore Transaction “Wisdom Collection Group” Wisdom Collection Holdings (Hong Kong) Limited (聚智集團 （香港）有限公司), a company incorporated in Hong Kong on 8 July 1981, which directly owns the entire equity interest of the PRC Project Companies

• “%” per cent.

• For identification purposes only

— 5 —

LETTER FROM THE BOARD

SUNAC CHINA HOLDINGS LIMITED 融創中國控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 01918)

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

Registered Office:

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

Head Office:

Non-executive Director:

Mr. ZHU Jia

Independent non-executive Directors:

Mr. POON Chiu Kwok Mr. LI Qin Mr. MA Lishan Mr. TSE Chi Wai

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

Principal Place of Business in Hong Kong:

36/F, Tower Two, Times Square 1 Matheson Street Causeway Bay Hong Kong

11 June 2015

To the Shareholders

Dear Sir/Madam,

MAJOR TRANSACTION ACQUISITION OF OFFSHORE TARGET COMPANY AND ONSHORE TARGET COMPANIES

Reference is made to the Announcements in relation to, among others, the entering of the Share Sale and Purchase Agreement and the Framework Agreements and the Transactions contemplated thereunder.

— 6 —

LETTER FROM THE BOARD

On 30 December 2014, (i) Lead Sunny, a wholly owned subsidiary of the Company, and Sunac Greentown entered into the Share Sale and Purchase Agreement, pursuant to which Lead Sunny conditionally agreed to acquire, and Sunac Greentown conditionally agreed to dispose of the entire equity interest in the Offshore Target Company held by it at the Offshore Target Equity Consideration of RMB5,676,738,773.09 and the Original Offshore Target Debt Consideration of RMB724,995,511.55. Meanwhile, Sunac Greentown has obtained the approval of Greentown China, its another shareholder, in respect of the Offshore Transaction; and (ii) Tianjin Sunac Ao Cheng, a wholly owned subsidiary of the Company, and Shanghai Sunac Greentown entered into the Equity Sale and Purchase Framework Agreement and Debt Undertaking Framework Agreement, pursuant to which Tianjin Sunac Ao Cheng conditionally agreed to acquire, and Shanghai Sunac Greentown agreed to dispose certain of its equity interests in the Onshore Target Companies at the Original Onshore Target Equity Consideration of RMB5,614,916,584.45 and the Original Onshore Target Debt Consideration of RMB3,529,375,717.15. Meanwhile, Shanghai Sunac Greentown has obtained the approval of Greentown Investment Management Co., Ltd. (綠城投資管理有限公司), its another shareholder, in respect of the Onshore Transaction.

Upon the Share Sale and Purchase Agreement and the Equity Sale and Purchase Agreement becoming effective, the parties agreed that an independent valuer shall be appointed to complete the valuations of the Offshore Target Equity and the Onshore Target Companies, respectively, and the final amount of the consideration for the Offshore Transaction and the Onshore Transaction will be adjusted with reference to such valuations accordingly. After taking into consideration of the valuations of the Offshore Target Company and the Onshore Target Companies produced by DTZ Debenham Tie Leung Limited (with a valuation base date of 30 November 2014), the total consideration for the Offshore Transaction and the total consideration for the Onshore Transaction will be adjusted to RMB6,433,049,608.30 and RMB8,964,177,386.78, respectively.

The purpose of this circular is to provide you with, among others, (i) further particulars of the Share Sale and Purchase Agreement and the Framework Agreements and the Transactions contemplated thereunder; (ii) the financial information of the Group; (iii) the accountant’s report of the Offshore Target Group; (iv) the accountant’s report of the Onshore Target Companies; (v) the unaudited pro forma financial information of the Enlarged Group; (vi) the valuation report as required under the Listing Rules; (vii) a valuation summary of the net asset value of the Offshore and Onshore Target Companies; and (viii) other information as required under the Listing Rules.

THE SHARE SALE AND PURCHASE AGREEMENT

Date: 30 December 2014

• Parties: (1) Lead Sunny, a wholly-owned subsidiary of the Company, as the purchaser;

• (2) Sunac Greentown as the vendor; and

• (3) the Company as the Purchaser’s Guarantor.

— 7 —

LETTER FROM THE BOARD

As at the Latest Practicable Date, Sunac Greentown is a subsidiary of the Company and it is owned as to 50% by each of the Company and Greentown China. As at the date of this circular, Greentown China is also a substantial shareholder of certain non wholly-owned subsidiaries of the Company and hence a connected person of the Company at the subsidiary level. Sunac Greentown is therefore also an associate of Greentown China.

Asset to be acquired

Pursuant to the Share Sale and Purchase Agreement, Lead Sunny will purchase, or it will procure its designated subsidiary to purchase, from Sunac Greentown the entire equity interest and debt in the Offshore Target Company, and together with all the rights of the Offshore Target Company from the date of signing of the Share Sale and Purchase Agreement.

As at the Latest Practicable Date, the Offshore Target Company is wholly-owned by Sunac Greentown. Upon completion of the Offshore Transaction, the Offshore Target Company will become a wholly-owned by Lead Sunny and will become a wholly-owned subsidiary of the Company.

Consideration

Pursuant to the Share Sale and Purchase Agreement DTZ Debenham Tie Leung Limited, an independent valuer, has been appointed to complete the valuation of the Offshore Target Group, and the final amount of the consideration for the Offshore Transaction will be adjusted upon negotiation of the parties with reference to the valuation.

Upon negotiation of the parties and with reference to the valuation report on the Offshore Target Company issued by DTZ Debenham Tie Leung Limited (with a valuation base date of 30 November 2014), the Offshore Target Equity Consideration will remain RMB5,676,738,773.09. In addition, as re-determined by the parties, the Offshore Target Debt Consideration will be adjusted from RMB724,995,511.55 to RMB756,310,835.21.

Accordingly, the total consideration for the Offshore Transaction (after adjustment) is RMB6,433,049,608.30, which comprises the Offshore Target Equity Consideration which remains RMB5,676,738,773.09, and the Offshore Target Debt Consideration of RMB756,310,835.21. Upon further negotiation among the parties, it is agreed that the consideration for the Offshore Transaction (after adjustment) will be payable by Lead Sunny before 31 July 2015, either by tranches or by way of one-off payment. The consideration payable by Lead Sunny for the Offshore Transaction will be funded by internal resources of the Group.

The original consideration for the Offshore Transaction which was arrived upon arm’s length negotiations between the parties to the Share Sale and Purchase Agreement on normal commercial terms comprises (i) actual investment costs of Sunac Greentown to the Offshore Target Company in the amount of approximately RMB5,676.7 million, which was the reference point for the commercial negotiation of the consideration between the parties; (ii) the total amount of debt that the Offshore Target Company owed to Sunac Greentown as at 30 November 2014 in the amount of approximately RMB756.3 million; and (iii) the premium over the actual investment costs in the amount of approximately RMB0 with reference to the market value of the underlying assets of the Offshore

— 8 —

LETTER FROM THE BOARD

Target Group subject to adjustment upon consideration of the valuation from an independent valuer. Further, the final consideration for the Offshore Transaction (after adjustment) was arrived upon adjustment being made after taking into consideration of the valuation of the Offshore Target Group issued by DTZ Debenham Tie Leung Limited (with a valuation base date of 30 November 2014, a summary of which is set out in Appendix IX of this circular) with the premium over the actual investment costs of approximately RMB0 which has remained unchanged. In arriving at the final consideration, the Directors have considered the following factors:

• (a) the Company has considered and made reference to the valuation of the net asset value of the Offshore Target Company as at 30 November 2014 appraised by an independent valuer (details of the appraised net assets value are set out in Appendix IX of this circular);

• (b) references have also been made to the actual investment costs, being the costs of the initial acquisition of Sunac Greentown of the equity interests in the Offshore Target Company based on the cost method as of 30 November 2014; and

• (c) a premium or discount (if any) being applied to the actual investment costs based on the Company’s assessment of the prospects of the project companies owned by the Offshore Target Group.

Accordingly, the Directors (including the independent non-executive Directors) are of the view that the consideration for the Offshore Transaction is fair and reasonable.

For further information relating to the basis of the final consideration of the Transactions, your attention is drawn to the further information set out in “ Letter from the Board — Additional Information ” of this circular.

Deed of Undertaking and Indemnity

As at the date of the Share Sale and Purchase Agreement, the Company, Sunac Greentown and Lead Sunny also entered into the Deed of Indemnity and Undertaking pursuant to which, they unconditionally and irrevocably undertake, on a joint and several basis, to, among others, Greentown China to:

• (i) procure the repayment of the outstanding loan, related interests, fees and all outstanding amounts under the Existing Term Facility and the termination of the same after such repayment as soon as practicable (and in any event before completion of the Share Sale and Purchase Agreement); and

• (ii) release Greentown China from any liability or obligation in relation to the Existing Term Facility arising out of the Offshore Transaction.

— 9 —

LETTER FROM THE BOARD

Completion of the Offshore Transaction

Completion of the Offshore Transaction shall take place on the next business day upon Lead Sunny and Sunac Greentown having obtained and completed all necessary approval(s) for the purpose of entering into the Share Sale and Purchase Agreement and the transactions contemplated under the Share Sale and Purchase Agreement (including the approval of the sole director of Lead Sunny, the approval of the board of directors of Sunac Greentown and the approval of the Shareholders in the EGM), but in any event shall not be a date later than 180 days after the signing of the Share Sale and Purchase Agreement. Upon completion of the Offshore Transaction, the Offshore Target Company will become a wholly-owned subsidiary of the Company.

As at the Latest Practicable Date, the approval of the sole director of Lead Sunny, the approval of the board of directors and the shareholders of Sunac Greentown have been obtained.

The capital gain tax on disposal payable by Sunac Greentown attributable to the Share Sale and Purchase Agreement will be undertaken by Sunac Greentown which will be 50% proportionally be allocated to its shareholders respectively.

Information of the Offshore Target Group

The Offshore Target Company is a company incorporated in the BVI, which owns the entire issued share capital of a company incorporated in Liberia, which in turn holds the entire issued share capital of Wisdom Collection Group, which in turn holds the entire equity interest in each of the PRC Project Companies.

Information of the Offshore Target Company

Name of					Total Gross
Offshore	Name of				Saleable	Floor	Completion
Company	Project	Type of Product	City	Site Area	Floor Area	Area	Date
				(sq. m.)	(sq. m.)
Elegant Trend	Dynasty on	High-rise apartments,	Shanghai	105,045	652,232	635,818	May 2019
Limited	the Bund	retail properties,
		offices, serviced
		apartments, car parks
Elegant Trend	Majestic	Mid-rise apartments,	Suzhou	155,664	218,340	121,172	December
Limited	Mansion	detached villa					2013

— 10 —

LETTER FROM THE BOARD

The audited net asset value of the Offshore Target Group as at 31 December 2014 was approximately RMB3,432,463,000 and the audited net profit for the two financial years ended 31 December 2013 and 2014 was as follows:

		For the	For the
		year ended	year ended
		31 December	31 December
		2013	2014
		RMB’000	RMB’000
Net	profit before taxation	754,298	288,922
Net	profit/(loss) after taxation	564,625	(91,288)

FRAMEWORK AGREEMENTS

On 30 December 2014, Tianjin Sunac Ao Cheng and Shanghai Sunac Greentown entered into the Equity Sale and Purchase Framework Agreement and Debt Undertaking Framework Agreement, pursuant to which Tianjin Sunac Ao Cheng conditionally agreed to acquire, or it will procure its designated company to acquire, and Shanghai Sunac Greentown agreed to dispose certain of its interests in the Onshore Target Companies at the Original Onshore Target Equity Consideration of RMB5,614,916,584.45 and the Original Onshore Target Debt Consideration of RMB3,529,375,717.15. Upon negotiation of the parties and with reference to the valuation report on the Onshore Target Companies issued by DTZ Debenham Tie Leung Limited (with a valuation base date of 30 November 2014), the Onshore Target Equity Consideration will be adjusted from RMB5,614,916,584.45 to RMB5,498,989,189.52. In addition, as re-determined by the parties, the Onshore Target Debt Consideration will be adjusted from RMB3,529,375,717.15 to RMB3,465,188,197.26. Accordingly, the final consideration for the Onshore Transaction will be adjusted from RMB9,144,292,301.60 to RMB8,964,177,386.78.

As at the Latest Practicable Date, Shanghai Sunac Greentown is a subsidiary of the Company and it is owned as to 50% by each of the Company and Greentown China. As at the Latest Practicable Date, Greentown China is also a substantial shareholder of certain non wholly-owned subsidiaries of the Company and hence a connected person of the Company at the subsidiary level. Shanghai Sunac Greentown is therefore an associate of Greentown China.

— 11 —

LETTER FROM THE BOARD

Principal terms of the Equity Sale and Purchase Framework Agreement and Debt Undertaking Framework Agreement are as follow:

• (a) Equity Sale and Purchase Framework Agreement

Date: 30 December 2014

• Parties: (1) Tianjin Sunac Ao Cheng, a wholly-owned subsidiary of the Company, as the purchaser; and

• (2) Shanghai Sunac Greentown as the vendor.

Asset to be acquired

Pursuant to the Equity Sale and Purchase Framework Agreement, Tianjin Sunac Ao Cheng conditionally agreed to purchase, and Shanghai Sunac Greentown agreed to dispose, the equity interests in the following Onshore Target Companies:

		Equity				Equity
		interest				interest
		attributable				attributable
		to the Group	Equity			to the Group
		prior to	interest to be	Consideration		upon
Onshore		completion	transferred	payable by Tianjin	Consideration	completion
Target		of the	to Tianjin	Sunac Ao Cheng	payable by Tianjin	of the
Company	Name of Onshore Target	Onshore	Sunac Ao	(before	Sunac Ao Cheng	Onshore
No.	Company	Transaction	Cheng	adjustment)	(after adjustment)	Transaction
				(RMB)	(RMB)
1	上海華浙外灘置業有限公司	25.5%	51%	1,000,000,000.00	1,970,284,911.43	51%
	Shanghai Huazhe Bund Real Estate
	Co., Ltd.* (“Onshore Target
	Company 1”) (Note 1)
2	上海融綠睿江置業有限公司	75.5%	49%	50,000,000.00	No adjustment	100%
	Shanghai Ronglv Ruijiang Real
	Estate Co., Ltd.* (“Onshore Target
	Company 2”)
3	上海綠順房地產開發有限公司	50%	100%	1,188,980,000.00	No adjustment	100%
	Shanghai Lvshun Real Estate
	Development Co., Ltd.* (“Onshore
	Target Company 3”)
4	上海融綠啟威置業有限公司	25.5%	51%	209,100,000.00	No adjustment	51%
	Shanghai Ronglv Qiwei Real Estate
	Co., Ltd.* (“Onshore Target
	Company 4”)
5	上海融綠匯誼置業有限公司	25.5%	51%	104,080,000.00	No adjustment	51%
	Shanghai Ronglv Huiyi Real Estate
	Co., Ltd.* (“Onshore Target
	Company 5”)

— 12 —

LETTER FROM THE BOARD

		Equity				Equity
		interest				interest
		attributable				attributable
		to the Group	Equity			to the Group
		prior to	interest to be	Consideration		upon
Onshore		completion	transferred	payable by Tianjin	Consideration	completion
Target		of the	to Tianjin	Sunac Ao Cheng	payable by Tianjin	of the
Company	Name of Onshore Target	Onshore	Sunac Ao	(before	Sunac Ao Cheng	Onshore
No.	Company	Transaction	Cheng	adjustment)	(after adjustment)	Transaction
				(RMB)	(RMB)
6	上海保利泓融房地產有限公司	24.5%	49%	1,210,000,000.00	1,370,000,000.00	49%
	Shanghai Poly Hongrong Real
	Estate Co., Ltd.* (“Onshore Target
	Company 6”)
7	上海同瑞房地產開發有限公司	25%	50%	226,974,384.45	No adjustment	50%
	Shanghai Tongrui Real Estate
	Development Co., Ltd.* (“Onshore
	Target Company 7”)
8	上海昊川置業有限公司Shanghai	50%	60.18%	276,900,000.00	No adjustment	80.09%
	Haochuan Property Co., Ltd.*
	(“Onshore Target Company 8”)
9	無錫綠城房地產開發有限公司Wuxi	45.63%	91.25%	159,507,200.00	3,294,893.64	91.25%
	Greentown Real Estate
	Development Co., Ltd.* (“Onshore
	Target Company 9”)
10	無錫太湖綠城置業有限公司Wuxi	19.5%	39%	117,000,000.00	7,000,000.00	39%
	Taihu Greentown Real Estate Co.,
	Ltd.* (“Onshore Target Company
	10”)
11	蘇州綠城玫瑰園房地產開發有限	28.34%	56.67%	204,000,000.00	4,000,000.00	56.67%
	公司Suzhou Greentown Rose
	Garden Real Estate Development
	Co., Ltd.* (“Onshore Target
	Company 11”)
12	蘇州融綠泛庭置業有限公司Suzhou	50%	100%	0	No adjustment	100%
	Ronglv Fanting Real Estate Co.,
	Ltd.* (“Onshore Target Company
	12”) (Note 2)
13	常州綠城置業有限公司Changzhou	48.5%	97%	834,375,000.00	54,375,000.00	97%
	Greentown Real Estate Co., Ltd.*
	(“Onshore Target Company 13”)
14	天津逸駿投資有限公司Tianjin	40%	80%	24,000,000.00	No adjustment	80%
	Yijun Investment Co., Ltd.*
	(“Onshore Target Company 14”)

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LETTER FROM THE BOARD

		Equity						Equity
		interest						interest
		attributable						attributable
		to the Group	Equity					to the Group
		prior to	interest to be	Consideration				upon
Onshore		completion	transferred	payable by Tianjin		Consideration		completion
Target		of the	to Tianjin	Sunac Ao Cheng		payable by Tianjin		of the
Company	Name of Onshore Target	Onshore	Sunac Ao		(before	Sunac Ao Cheng		Onshore
No.	Company	Transaction	Cheng		adjustment)	**(after **	adjustment)	Transaction
					(RMB)		(RMB)
15	蘇州融綠投資有限公司Suzhou	50%	100%	10,000,000.00		No adjustment		100%
	Ronglv Investment Limited*
	(“Onshore Target Company 15”)
	(Note 2)

Notes:

1. References are made to the announcements of the Company dated 4 May 2015 and 17 May 2015 in relation to the entering of a framework agreement and the relevant underlying documents, pursuant to which, among others, it was conditionally agreed that Shanghai Sunac Greentown shall dispose the return on investment of 51% equity interests in Onshore Target Company 1 (i.e. Shanghai Huazhe Bund) held by Shanghai Sunac Greentown to Greetown Real Estate (the “ Proposed Disposal ”).

As part of the transactions as contemplated under the Equity Sale and Purchase Agreement, Tianjin Sunac Ao Cheng conditionally agreed to purchase, and Sunac Greentown agreed to dispose, 51% equity interests in Onshore Target Company 1 at a consideration of RMB1,000,000,000 pursuant to the terms and conditions of the Equity Sale and Purchase Framework Agreement. On the assumption that the approval of the Shareholders having been obtained at an extraordinary general meeting of the Company and the approval of the shareholders of Greentown China having been obtained for the transactions contemplated under the framework agreement in relation to, among others, the Proposed Disposal and the related underlying documents, the acquisition of 51% equity interests in Onshore Target Company 1 will not proceed pursuant to the Equity Sale and Purchase Framework Agreement and that the parties will proceed with the transfer of the return on investment of 51% equity interests in Onshore Target Company 1 pursuant to the terms of the framework agreement in relation to, among others, the Proposed Disposal accordingly.

In the event that the Proposed Disposal is being approved by the Shareholders and the shareholders of Greentown China and the Proposed Disposal proceeds to completion, the Group will no longer hold any equity interest in Onshore Target Company 1 and Onshore Target Company 1 will cease to become a subsidiary of the Company and its financial statements will not be consolidated to the consolidated financial statements of the Group.

The change in the Company’s decision concerning the treatment of Onshore Target Company 1 was arrived based on arm’s length negotiation between the Company and Greentown China with respect to the overall effect of the framework agreement dated 15 May 2015 as a whole where the Company would acquire interests in five project companies or companies, namely Shanghai Forest Golf, Hangzhou Sunac Greentown, Tianjin National Game Village Project, Shanghai Sunac Greentown, Sunac Greentown and dispose of interests in three project companies, namely Zhejiang Jinying, Beijing Xingye Wanfa and Onshore Target Company 1. For details of the Proposed Disposal and the reasons for and benefits of the transactions contemplated under the framework agreement dated 15 May 2015 (including the Proposed Disposal) and the relevant underlying documents, please refer to the announcements of the Company dated 4 May 2015 and 17 May 2015.

1. As at the date of entering the Equity Sale and Purchase Framework Agreement, it was intended that Onshore Target Company 12 would be the project company to acquire and develop Land Plot G58. Due to changes in internal business plan, legal title of Land Plot G58 was not passed to Onshore Target Company 12 thereafter and in January 2015, Shanghai Sunac Greentown has resolved that Suzhou Rongding, a wholly-owned subsidiary of Onshore Target Company 15 (instead of Onshore Target Company 12), would be used to acquire and develop Land Plot G58 in Suzhou. As at the Latest Practicable Date, Onshore Target Company 12 held no underlying assets.

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LETTER FROM THE BOARD

Pursuant to the Equity Sale and Purchase Framework Agreement, Shanghai Sunac Greentown and Tianjin Sunac Ao Cheng shall enter into separate equity transfer agreement relating the sale and purchase of the equity interests of each of the Onshore Target Companies for the purpose of the Onshore Transaction. For the avoidance of doubt, the acquisition of each of the Onshore Target Companies by Tianjin Sunac Ao Cheng constitutes a separate and independent acquisition by Tianjin Sunac Ao Cheng.

Consideration

Pursuant to the Equity Sale and Purchase Framework Agreement, DTZ Debenham Tie Leung Limited, an independent valuer, has been appointed to complete the valuation of the Onshore Target Companies, and the consideration of the transaction contemplated under the Equity Sale and Purchase Framework Agreement will be adjusted upon negotiation of the parties with reference to such valuation.

Upon negotiation of the parties and with reference to the valuation report on the Onshore Target Companies issued by DTZ Debenham Tie Leung Limited (with a valuation base date of 30 November 2014, a summary of which is set out in Appendix IX of this circular), the Onshore Target Equity Consideration will be adjusted from RMB5,614,916,584.45 to RMB5,498,989,189.52.

Accordingly, the aggregate Onshore Target Equity Consideration for the transactions contemplated under the Equity Sale and Purchase Framework Agreement is RMB5,498,989,189.52. Upon further negotiation among the parties, it is agreed that the consideration for the Onshore Transaction (after adjustment) will be payable by Tianjin Sunac Ao Cheng before 31 July 2015, either by way of one-off payment or by tranches. The consideration payable by Tianjin Sunac Ao Cheng for the Onshore Transaction will be funded by internal resources of the Group.

The Original Onshore Target Equity Consideration for the transfer of the Onshore Target Equity which was arrived at upon arm’s length negotiations between the parties on normal commercial terms comprises (i) actual investment costs of Shanghai Sunac Greentown to injected to the Onshore Target Companies in the aggregate amount of approximately RMB4,289.4 million, which was the reference point for the commercial negotiation of the consideration between the parties; and (ii) the premium over the actual investment costs in the aggregate amount of approximately RMB1,325.5 million with reference to the market value of the underlying assets of the Onshore Target Companies subject to adjustment upon consideration of the valuation from an independent valuer. Further, the final consideration for the Onshore Transaction (after adjustment) was arrived upon the adjustment being made after taking into consideration of the valuation of the Onshore Target Companies issued by DTZ Debenham Tie Leung Limited (with a valuation base date of 30 November 2014) with the premium over the actual investment costs of approximately RMB1,209.6 million. In arriving at the final consideration, the Directors have considered the following factors:

• (a) the Company has considered and made reference to the valuation of the net assets value of the respective Onshore Target Companies as at 30 November 2014 appraised by an independent valuer (details of the appraised net assets value are set out in Appendix IX of this circular);

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LETTER FROM THE BOARD

• (b) references have also been made to the actual investment costs, being the costs of the initial acquisition of Shanghai Sunac Greentown of the equity interests in the respective Onshore Target Companies based on the cost method as of 30 November 2014; and

• (c) a premium or discount (if any) being applied to the actual investment costs based on the Company’s assessment of the prospects of the project companies owned by the Onshore Target Companies.

Accordingly, the Directors (including the independent non-executive Directors) are of the view that the Onshore Target Equity Consideration for the acquisition of certain equity interests in each of the Onshore Target Companies are fair and reasonable.

For further information relating to the basis of the final consideration of the Transactions, your attention is drawn to the further information set out in “ Letter from the Board — Additional Information ” of this circular.

Completion of the Equity Sale and Purchase Framework Agreement

Completion of the Equity Sale and Purchase Framework Agreement is conditional on the Framework Agreements and the Onshore Transactions contemplated thereunder being approved by the Shareholders in the EGM. Completion of the Equity Sale and Purchase Framework Agreement shall take place upon completion of the business registration for the equity transfers of the Onshore Target Companies and the obtaining of the new business licenses. Upon completion of the Onshore Equity Transfer, Onshore Target Companies 1, 2, 3, 9, 12, 13, 14 and 15 will continue to be subsidiaries of the Company, Onshore Target Company 10 will continue to be an associate of the Company, and other Onshore Target Companies will continue to be joint ventures of the Company.

As at the Latest Practicable Date, all necessary approvals, save for the approval by the Shareholders at the EGM, required for the Equity Sale and Purchase Framework Agreement have been obtained (including the approval of the board of directors of Shanghai Sunac Greentown of the Onshore Transactions), and the approval of the shareholders of Shanghai Sunac Greentown has also been obtained.

The capital gain tax on disposal payable by Shanghai Sunac Greentown attributable to the Equity Sale and Purchase Framework Agreement will be undertaken by Shanghai Sunac Greentown which will be 50% proportionally be allocated to its shareholders respectively.

• (b) Debt Undertaking Framework Agreement

Date: 30 December 2014

Parties: (1) Tianjin Sunac Ao Cheng; and

• (2) Shanghai Sunac Greentown.

— 16 —

LETTER FROM THE BOARD

Debts to be assigned

Pursuant to the Debt Undertaking Framework Agreement, Tianjin Sunac Ao Cheng agreed to take up an assignment of debt owing by each of the following Onshore Target Companies to Shanghai Sunac Greentown as follows:

Onshore		Debt to be assigned to	Debt to be assigned to
Target		Tianjin Sunac Ao	Tianjin Sunac Ao
Company	Name of Onshore Target	Cheng (before	Cheng (after
No	Company	adjustment)	adjustment)
		(RMB)	(RMB)
1	上海華浙外灘置業有限公司	351,071,805.09	272,233,778.84
	Shanghai Huazhe Bund Real Estate
	Co., Ltd.* (“Onshore Target
	Company 1”)
2	上海融綠睿江置業有限公司	901,616,646.50	No adjustment
	Shanghai Ronglv Ruijiang Real
	Estate Co., Ltd.* (“Onshore Target
	Company 2”)
3	上海綠順房地產開發有限公司	(660,869,989.06)	No adjustment
	Shanghai Lvshun Real Estate
	Development Co., Ltd.* (“Onshore
	Target Company 3”)
4	上海融綠啟威置業有限公司	(216,870,000.00)	No adjustment
	Shanghai Ronglv Qiwei Real Estate
	Co., Ltd.* (“Onshore Target
	Company 4”)
5	上海融綠匯誼置業有限公司	671,729,661.22	No adjustment
	Shanghai Ronglv Huiyi Real Estate
	Co., Ltd. (“Onshore Target
	Company 5”)
6	上海保利泓融房地產有限公司	(1,162,481,813.00)	No adjustment
	Shanghai Poly Hongrong Real
	Estate Co., Ltd.* (“Onshore Target
	Company 6”)
7	上海同瑞房地產開發有限公司	248,915,886.65	No adjustment
	Shanghai Tongrui Real Estate
	Development Co., Ltd.* (“Onshore
	Target Company 7”)

— 17 —

LETTER FROM THE BOARD

Onshore		Debt to be assigned to	Debt to be assigned to
Target		Tianjin Sunac Ao	Tianjin Sunac Ao
Company	Name of Onshore Target	Cheng (before	Cheng (after
No	Company	adjustment)	adjustment)
		(RMB)	(RMB)
8	上海昊川置業有限公司Shanghai	776,729,102.40	No adjustment
	Haochuan Property Co., Ltd.*
	(“Onshore Target Company 8”)
9	無錫綠城房地產開發有限公司Wuxi	(124,444,358.26)	(109,793,851.90)
	Greentown Real Estate
	Development Co., Ltd.* (“Onshore
	Target Company 9”)
10	無錫太湖綠城置業有限公司Wuxi	34,764,921.43	No adjustment
	Taihu Greentown Real Estate Co.,
	Ltd.* (“Onsore Target Company
	10”)
11	蘇州綠城玫瑰園房地產開發有限公司	2,160,945,477.65	No adjustment
	Suzhou Greentown Rose Garden
	Real Estate Development Co.,
	Ltd.* (“Onshore Target Company
	11”)
12	蘇州融綠泛庭置業有限公司Suzhou	183,800,000.00	0
	Ronglv Fanting Real Estate Co.,
	Ltd.* (“Onshore Target Company
	12”)
13	常州綠城置業有限公司Changzhou	10,301,652.53	No adjustment
	Greentown Real Estate Co., Ltd.*
	(“Onshore Target Company 13”)
14	天津逸駿投資有限公司Tianjin	364,066,724.00	No adjustment
	Yijun Investment Co., Ltd.*
	(“Onshore Target Company 14”)
15	蘇州融綠投資有限公司Suzhou	(9,900,000.00)	173,900,000.00
	Ronglv Investment Limited*
	(“Onshore Target Company 15”)

— 18 —

LETTER FROM THE BOARD

Consideration

The Onshore Target Debt Consideration for the assignment of debt of each of the Onshore Target Companies as re-determined by the parties to the Debt Undertaking Framework Agreement is RMB3,465,188,197.26. Upon further negotiation among the parties, it is agreed that the consideration for the Onshore Transaction (after adjustment) will be payable by Tianjin Sunac Ao Cheng before 31 July 2015, either by way of one-off payment or by tranches. The consideration payable by Tianjin Sunac Ao Cheng for the Onshore Transaction will be funded by internal resources of the Group.

The assignment of debt of each of the Onshore Target Companies pursuant to the Debt Undertaking Framework Agreement was determined based on the face value of the total debt amount owing by each of the Onshore Target Companies to Shanghai Sunac Greentown as of 30 November 2014. Accordingly, the Directors (including the independent non-executive Directors) are of the view that the consideration for the assignment of debt of each of the Onshore Target Companies pursuant to the Debt Undertaking Framework Agreement are fair and reasonable.

Completion of the Debt Undertaking Framework Agreement

The Debt Undertaking Framework Agreement is conditional upon the Equity Sale and Purchase Framework Agreement and the transfer of the relevant interests in each of the Onshore Target Companies becoming effective.

Information of the Onshore Target Companies

Onshore
Target						Total Gross	Salesable
Company	Name of Onshore				Site Area	Floor Area	Floor Area	Completion
No.	Target Company	Name of Project	Type of Product	City	(sq.m.)	(sq.m.)	(sq.m.)	Date
1	Shanghai Huazhe Bund	Shanghai Bund	High-rise	Shanghai	65,758	350,271	226,001	November
	Real Estate Co., Ltd.*	House	apartments, car					2017
	(“Onshore Target		parks
	Company 1”)
2	Shanghai Ronglv	Shanghai Fuyuan	High-rise	Shanghai	36,988	113,690	113,690	2016
	Ruijiang Real Estate	Binjiang Project	apartments, retail
	Co., Ltd.* (“Onshore	(Note 1)	properties,
	Target Company 2”)		serviced
			apartments, car
			parks

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LETTER FROM THE BOARD

Onshore
Target						Total Gross	Salesable
Company	Name of Onshore				Site Area	Floor Area	Floor Area	Completion
No.	Target Company	Name of Project	Type of Product	City	(sq.m.)	(sq.m.)	(sq.m.)	Date
3	Shanghai Lvshun Real	Shanghai	High-rise	Shanghai	58,163	126,092	116,738	June 2013
	Estate Development Co.,	Magnolia Garden	apartments,
	Ltd.* (“Onshore Target		Mid-rise
	Company 3”)		apartments, car
			parks
		Shanghai	Mid-rise	Shanghai	72,803	162,914	147,225	May 2015
		Magnolia Garden	apartments, retail
		—Glorious Garden	properties, car
			parks
		Magnolia Mansion	Mid-rise	Shanghai	60,206	111,182	97,001	December
			apartments, retail					2015
			properties, car
			parks
4	Shanghai Ronglv Qiwei	Shanghai Hongkou	Retail properties,	Shanghai	10,239	57,547	52,460	June 2016
	Real Estate Co., Ltd.*	Project	serviced
	(“Onshore Target		apartments, car
	Company 4”)		parks
5	Shanghai Ronglv Huiyi	Shanghai Gucun	High-rise	Shanghai	66,170	167,256	149,633	November
	Real Estate Co., Ltd.*	Project	apartments, retail					2016
	(“Onshore Target		properties, car
	Company 5”)		parks
6	Shanghai Poly Hongrong	Francais Demeure	High-rise	Shanghai	75,091	167,384	153,501	December
	Real Estate Co., Ltd.*		apartments,					2015
	(“Onshore Target		Mid-rise
	Company 6”)		apartments, retail
			properties, car
			parks
7	Shanghai Tongrui Real	Caobaolu Project	High-rise	Shanghai	45,710	126,100	81,980	November
	Estate Development Co.,		apartments, retail					2016
	Ltd.* (“Onshore Target		properties, car
	Company 7”)		parks
8	Shanghai Haochuan	Shanghai Central	High-rise	Shanghai	211,626	590,410	480,649	October
	Property Co., Ltd.*	Garden	apartments, retail					2016
	(“Onshore Target		properties,
	Company 8”)		serviced
			apartments,
			offices, car parks
9	Wuxi Greentown Real	Magnolia Garden	High-rise	Wuxi	180,826	564,911	543,583	December
	Estate Development Co.,		apartments, retail					2015
	Ltd.* (“Onshore Target		properties, car
	Company 9”)		parks
10	Wuxi Taihu Greentown	Magnolia West	High-rise	Wuxi	171,572	549,607	518,065	October
	Real Estate Co., Ltd.*	Project	apartments, retail					2018
	(“Onshore Target		properties, car
	Company 10”)		parks

— 20 —

LETTER FROM THE BOARD

Onshore
Target						Total Gross	Salesable
Company	Name of Onshore				Site Area	Floor Area	Floor Area	Completion
No.	Target Company	Name of Project	Type of Product	City	(sq.m.)	(sq.m.)	(sq.m.)	Date
11	Suzhou Greentown Rose	Fairy Land	Detached villa	Suzhou	213,852	263,090	126,539	December
	Garden Real Estate							2017
	Development Co., Ltd.*
	(“Onshore Target
	Company 11”)
12	Suzhou Ronglv Fanting	Land Plot G58	Mid-rise	Suzhou	104,401	114,841	114,841	2016
	Real Estate Co., Ltd.*	(Note 2)	apartments,
	(“Onshore Target		townhouses, car
	Company 12”)		parks
13	Changzhou Greentown	Magnolia Square	High-rise	Changzhou	413,252	1,418,020	1,318,902	February
	Real Estate Co., Ltd.*		apartments, retail					2019
	(“Onshore Target		properties, car
	Company 13”)		parks
14	Tianjin Yijun Investment	Azure Coast	Retail properties,	Tianjin	17,161	209,687	192,465	December
	Co., Ltd.* (“Onshore		offices, serviced					2018
	Target Company 14”)		apartments, car
			parks
15	Suzhou Ronglv	—	—	Suzhou	—	—	—	—
	Investment Limited*
	(“Onshore Target
	Company 15”)

Note 1: The Shanghai Fuyuan Binjiang Project is only owned as to 47% by Onshore Target Company 2. Nevertheless, the Company would like to include the property valuation of the Shanghai Fuyan Binjinag Project in Appendix VII (Property no. 28) for illustration purpose in order to provide Shareholders with more comprehensive information to evaluate the Onshore Transaction as a whole.

Note 2 : As at the date of entering the Equity Sale and Purchase Framework Agreement, it was intended that Onshore Target Company 12 would be the project company to acquire and develop Land Plot G58. Due to changes in internal business plan, legal title of Land Plot G58 was not passed to Onshore Target Company 12 thereafter and in January 2015, Shanghai Sunac Greentown has resolved that Suzhou Rongding, a wholly-owned subsidiary of Onshore Target Company 15 (instead of Onshore Target Company 12), would be used to acquire and develop Land Plot G58 in Suzhou. As at the Latest Practicable Date, Onshore Target Company 12 held no underlying assets.

— 21 —

LETTER FROM THE BOARD

The audited combined net asset value of the Onshore Target Companies as at 31 December 2014 was approximately RMB4,116,900,000 and the audited combined net profit for the two financial years ended 31 December 2013 and 2014 was as follows:

			For the	For the
			year ended	year ended
			31 December	31 December
			2013	2014
			RMB’000	RMB’000
Net	profit	before taxation	569,818	644,522
Net	profit	after taxation	550,194	587,202

INFORMATION OF THE PARTIES

The Company is a company incorporated in the Cayman Islands with limited liability, and the shares of which are listed on the main board of the Stock Exchange. As specialized in integrated development of residential and commercial properties, the Company is one of the leading real estate developers in the PRC. In line with its regional focus and high-end positioning strategy, the Company has developed or is developing many high-quality property projects ranging from high-rise residences, detached villas, retail properties and offices in five key economic regions across the PRC, namely Beijing, Tianjin, Shanghai, Chongqing and Hangzhou. Lead Sunny is a wholly-owned subsidiary of the Company and its principal business activity is investment holding.

Sunac Greentown is an investment holding company jointly incorporated by the Company and Greentown China in the BVI.

Shanghai Sunac Greentown is a company established in the PRC jointly established by the Company and Greentown China, principally engaged in property development business in the PRC.

REASONS FOR THE TRANSACTIONS

The Company has been adhering to a strategy of developing deep regional culture, and has achieved advantageous market position in the regions where it has made such strategic arrangement, such as Beijing, Tianjin, Shanghai, Chongqing and Hangzhou. The Transactions contemplated under the Share Sale and Purchase Agreement and the Framework Agreements would enable the Company to consolidate its equity holdings and enhance its control over the Offshore Target Group and the Onshore Target Companies, which in turn own and operate prime property assets and property development projects in the Shanghai area. Therefore, the Company believes the Transactions will further increase the Company’s market share in the Shanghai area, and will strengthen the Company’s leading position in the property market of the Shanghai area.

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LETTER FROM THE BOARD

Based on the foregoing, the Directors (including the independent non-executive Directors) consider that the Transactions contemplated under the Share Sale and Purchase Agreement and the Framework Agreements are in line with the Group’s long-term development and believe the Transactions will provide valuable opportunity for the Company to further strengthen the Group’s position in the real estate market in the PRC.

The Directors (including the independent non-executive Directors) consider that the terms of the Share Sale and Purchase Agreement, the Framework Agreements and the transactions contemplated thereunder are entered into on normal commercial terms and after arm’s length negotiations among the parties and are fair and reasonable so far as the Shareholders are concerned and are in the interests of the Company and the Shareholders as a whole.

FINANCIAL EFFECTS OF THE OFFSHORE TRANSACTION AND THE ONSHORE TRANSACTION

Based on the annual report of the Group for the year ended 31 December 2014, as at 31 December 2014, the Group had total assets, total liabilities and net assets of approximately RMB112,362.3 million, RMB91,379.7 milllion and RMB20,982.6 milllion respectively. Based on the unaudited pro forma consolidated balance sheet of the Group (assuming the Offshore Transaction and the Onshore Transaction had been completed on 31 December 2014) as set out in Appendix VI to this circular, the Group would have a decrease in total assets of approximately RMB291.7 million to approximately RMB112,070.6 million, an increase in total liabilities of approximately RMB288.7 million to approximately RMB91,668.4 million, a decrease in net assets of approximately RMB580.4 million to approximately RMB20,402.2 million.

Based on the earnings and the trends of sales and profits since 2012 as set out in the Accountant’s Reports of the Offshore Target Group and the Onshore Target Companies, the Directors believe that the Transactions would have a positive impact on the earnings of the Group. As the considerations payable by the Company under the Transactions would be paid to Sunac Greentown and Shanghai Sunac Greentown, both being subsidiaries of the Company, the Directors believe that the Transactions would have no material impact to the cashflows and gearing of the Company.

For details of the unaudited pro forma financial information on the Group following completion of the Offshore Transaction and the Onshore Transaction, please refer to Appendix VI to this circular.

FUND RAISING ACTIVITIES IN THE PAST TWELVE MONTHS

The Company has not engaged in or initiated any equity fund raising exercise during the past 12 months immediately before the Latest Practicable Date or any rights issue exercise prior to such 12-month period.

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LETTER FROM THE BOARD

LISTING RULES IMPLICATIONS

Since each of the applicable percentage ratios in respect of the Transactions exceeds 25% but less than 100%, the Transactions contemplated under the Share Sale and Purchase Agreement and the Framework Agreements constitute a major transaction for the Company and is subject to the reporting, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules.

A notice convening the EGM to be held at Multifunctional Hall, 2nd Floor, Xishanhui Business Club, 1 Dehui Road, Haidian District, Beijing, China on 30 June 2015 at 10:00 a.m. is set out on pages EGM-1 to EGM-3 of this circular to consider and, if thought fit, to approve (i) the Share Sale and Purchase Agreement and the Offshore Transaction contemplated thereunder and (ii) the Framework Agreements and the Onshore Transaction contemplated thereunder. To the best of the knowledge, information and belief of the Directors, after having made all reasonable enquiries, no Shareholders or any of their respective associates have any material interest in the Acquisition. As such, no Shareholders would be required to abstain from voting in favour of the resolution approving the Acquisition.

RECOMMENDATION

The Board considers that the terms of the each of (i) the Share Sale and Purchase Agreement and Offshore Transaction contemplated thereunder and (ii) the Framework Agreements and the Onshore Transaction contemplated thereunder are fair and reasonable and in the interest of the Company and Shareholders as a whole. The Board therefore recommends to the Shareholders to vote in favour of the ordinary resolutions to be proposed at the EGM to approve the Offshore Transaction and the Onshore Transaction and matters ancillary thereto as set out in the notice of EGM.

ADDITIONAL INFORMATION

Your attention is drawn to the information set out in the appendices to this circular.

Reference is made to Appendix IX “ Valuation Summary of the net assets value of the Offshore and Onshore Target Companies ” of this circular, which contains information as to the net assets value of the Offshore Target Company and the Onshore Target Companies as at 30 November 2014 appraised by DTZ Debenham Tie Leung Limited, an independent valuer appointed by the parties to the Transactions, the amounts of which have been considered by the Company in arriving at the final consideration for the Transactions.

• (I) Excess of the final equity consideration of the Transactions over the appraised net asset value in Appendix IX

The Company considers that the excess of the final consideration for the relevant equity interests of the Offshore Target Company and the Onshore Target Companies in the Transactions over the appraised net asset value contained in Appendix IX of this circular was mainly attributable to the following reasons:-

• (i) the Offshore Target Group and the Onshore Target Companies own and operate prime property assets and property development projects in the Shanghai area (including the

— 24 —

LETTER FROM THE BOARD

Suzhou, Wuxi and Changzhou regions), which is an area the Company has been cultivating deep regional culture over the years because of its good future prospects due to the advanced economic development, high property demand and good growth potential of such area. As such, the Company considers that the Transactions have strategic value to the Company’s development as it would further increase the Company’s market share in the Shanghai area and strengthen the Company’s leading position in the property market in the Shanghai area, which would pave the foundation for the Company’s further development;

• (ii) the goodwill of such target companies in the local markets, taking into account the fact that the management team of the Company has been involved in the management of the projects of such project companies over the years and are familiar with their business and prospects, therefore, the Company believes that it would have a more accurate assessment of the associated risks of the Transactions and the prospects of such project companies and hence the adjusted consideration is considered by the Company to be fair and reasonable and in the interests of the Company and its Shareholders as a whole; and

• (iii) significantly lower risk and expenses relating to the Transactions due to the fact that the Company has had established good management team to operate these project companies over the years and hence the Company is familiar with their operation and there would be less uncertainty as to formation of management team and/or brand recognition for these project companies, comparing to acquisition of project companies from other third parties.

Based on the reasons above, the Directors are of the view that the adjusted equity consideration for the Transactions (which contains an excess over the appraised net assets value as set out in Appendix IX of this circular) is fair and reasonable.

• (II) Excess of the appraised net asset value in Appendix IX over the value of the net assets of the Offshore Target Group and the Onshore Target Companies in the accountants’ reports of Appendix II and Appendix IV

The Company considers that the excess of the appraised net assets value in Appendix IX over the value of the net assets of the Offshore Target Group and the Onshore Target Companies in the accountants’ reports in Appendix II and Appendix IV was mainly attributable to the following reasons:-

• (i) the value of net assets of the Offshore Target Group and the Onshore Target Companies as contained in the accountants’ reports in Appendix II and Appendix IV represents the carrying value of the Offshore Target Group and the Onshore Target Companies respectively, which only reflect the historical costs of the assets and liabilities held by them and do not reflect their market value due to further development of the projects of the Offshore Target Group and the Onshore Target Companies and the changes in the market conditions over the years;

— 25 —

LETTER FROM THE BOARD

• (ii) the appraised net asset value contained in Appendix IX to this circular represents the market value of the Offshore Target Company and Onshore Target Companies, which is determined with reference to (i) the carrying value of the Offshore Target Company and the Onshore Target Companies; and (ii) the surplus arising from valuation of the properties which was affected by many factors, including without limitation, the market sale price of the properties and the outstanding costs for completion of the properties.

• (iii) the aggregate amount of the net assets value of the Offshore Target Company and Onshore Target Companies as set out in Appendix IX to this circular is approximately RMB13,053,000,000, in which RMB3,073,121,000 is attributable to the non-controlling shareholders and RMB9,979,879,000 is attributable to Shanghai Sunac Greentown and Sunac Greentown. As disclosed on page VI-5 of this circular, the aggregate amount of the carrying value of the net assets of the Targets (as defined in Appendix VI to this circular) was approximately RMB9,352,093,000. The excess in the net assets value in Appendix IX over the carrying value of the net assets of the Targets in Appendix VI amounts to RMB627,786,000 (representing approximately 6.7% of the carrying value of the net assets of the Targets), which is mainly attributable to the aforementioned surplus arising from valuation of the properties. (For details of the reconciliation between the carrying value of the net assets of the Targets and the carrying value of the net assets value of the Offshore Target Group and Onshore Target Companies as contained in the accountant’s reports in Appendix II and Appendix VI, please refer to page VI-6 of this circular.)

The Directors confirm that the information contained in this circular (including Appendix IX) is accurate and complete in all material respects and not misleading or deceptive as set out in Rule 2.13(2) of the Listing Rules.

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

— 26 —

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

1. FINANCIAL INFORMATION OF THE GROUP

The audited consolidated financial statements, together with the accompanying notes to the financial statements, of the Group for the years ended 31 December 2012, 2013 and 2014 are disclosed on pages 58 to 144, pages 62 to 150 and pages 56 to 140 of the annual reports of the Company for the years ended 31 December 2012, 2013 and 2014, respectively. The management discussion and analysis of the Company for the years ended 31 December 2012, 2013 and 2014 are disclosed in the published annual report of the Company for the relevant years.

All of the above information have been published on the websites of the Stock Exchange (http://www.hkex.com.hk) and the Company (http://www.sunac.com.cn).

2. INDEBTEDNESS STATEMENT

(i) Borrowings and debts

As at the close of business on 30 April 2015, being the latest practicable date for the purpose of this statement of indebtedness prior to the printing of this circular, the Group had outstanding borrowings of approximately RMB38,216.1 million, of which RMB38,170.1 million were secured or jointly secured by properties under development, completed properties held for sale and certain equity interests of the Company’s subsidiaries (including those legally transferred as collateral).

The Group’s contingent liabilities at the close of business on 30 April 2015 are as follows:

RMB’000

Guarantees in respect of mortgage facilities for certain purchasers of the Group’s properties 6,867,094

(ii) General

Save as otherwise disclosed herein and apart from intra-group liabilities and normal trade payables in the normal course of business, as at the close of business on 30 April 2015, the Group did not have any debt securities issued and outstanding, and authorised or otherwise created but unissued, bank overdrafts, charges or debentures, mortgages, loans or other similar indebtedness or any finance lease commitments, hire purchase commitments, liabilities under acceptances (other than normal trade bills), acceptance credits or any guarantees.

The Directors have confirmed that there have been no material changes in the indebtedness and contingent liabilities of the Group since 30 April 2015.

— I-1 —

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

3. MATERIAL ADVERSE CHANGE

The Company is not aware of any material adverse change in the financial or trading position of the Group since 31 December 2014, being the date to which the latest published audited financial statements of the Company were made up.

4. WORKING CAPITAL

The Directors are of the opinion that, after taking into account the financial resources available to the Group including the available credit facilities and the Group’s internally generated funds and the cash flow impact of the Transactions, the Group has sufficient working capital to satisfy its requirements for at least the next 12 months following the date of this circular.

5. FINANCIAL AND TRADING PROSPECTS OF THE ENLARGED GROUP

Upon Completion of the Transaction, the Company’s equity interests in the Offshore Target Group and the Onshore Target Companies would be further increased and the Company would directly hold all the equity interests in the Offshore Target Group and Onshore Target Companies which were previously held by the Company through Sunac Greentown and Shanghai Sunac Greentown respectively. Upon Completion of the Transaction, the Offshore Target Group and the Onshore Target Companies will continue to adhere to the strategies of deep regional market and high-end property development in order to consolidate the Company’s leading position in the Shanghai region. The unaudited consolidated pro forma financial information of the Group illustrating the financial impact of the Transaction on the assets and liabilities of the Group is set out in Appendix VI to this circular.

The pro forma financial information of the Group has been prepared for illustrative purpose only, based on the judgments and assumptions of the Directors, and, due to its hypothetical nature, it may not give a true picture of the financial position of the Group as at the date of completion of the Transaction or any future date.

Furthermore, according to the announcements of the Company dated 4 May 2015 annd 17 May 2015 (the “Announcements”), the Company entered into a framework agreement (the “Framework Agreement”) and the relevant underlying documents, pursuant to which, among others, Shanghai Sunac Greentown conditionally agreed to dispose the return on investment of its 51% equity interest in Onshore Target Company 1 to Greentown Real Estate Group Co., Ltd. (“Greentown Real Estate”), a third party of the Company. Assuming that the approval of the Shareholders having been obtained at an extraordinary general meeting of the Company and the approval of the shareholders of Greentown China having been obtained for the transactions contemplated under the Framework Agreement and the underlying documents, the acquisition of 51% equity interests in Onshore Target Company 1 will not proceed pursuant to the Equity Sale and Purchase Framework Agreement and that the parties will proceed with the transfer of the return on investment of 51% equity interests in Onshore Target Company 1 pursuant to the terms of the Framework Agreement accordingly.

— I-2 —

APPENDIX I FINANCIAL INFORMATION OF THE GROUP

Apart from the transaction mentioned above, pursuant to the Framework Agreement, below transactions are also proposed:

• (a) disposal of 50% equity interests by Shanghai Forest Golf Villa Development Co., Ltd. (“Shanghai Forest Golf”), an associate of the Company, in Zhejiang Jinying Realty Co., Ltd. (“Zhejiang Jinying”) to Greentown Real Estate;

• (b) disposal of 45% equity interests in Beijing Xingye Wanfa Real Estate Development Co., Ltd. (“Beijing Xingye Wanfa”) by Beijing Sunac Construction Investment Real Estate Co., Ltd., a subsidiary of the Company, to Greentown Real Estate;

• (c) acquisition of 50% equity interests in Shanghai Forest Golf by Tianjin Sunac Zhidi Co., Ltd., a subsidiary of the Company, from Greentown Real Estate;

• (d) acquisition of 25% equity interests in Hangzhou Sunac Greentown Real Estate Development Co., Ltd. (“Hangzhou Sunac Greentown”) by Zhuo Yue Property Investment Holdings Limited, a subsidiary of the Company, from On Centuary Investment Limited;

• (e) development of Tianjin National Game Village Project on a joint venture basis in the proportion of 49:51 by the Company and Greentown China;

• (f) acquisition of 50% equity interests in Shanghai Sunac Greentown by Shanghai Sunac Real Estate Development Co., Ltd., a subsidiary of the Company, from Greentown Investment Management Co., Ltd.; and

• (g) acquisition of 50% issued share capital of Sunac Greentown by the Company from Greentown China.

Upon completion of the transaction contemplated in the Announcement, the Company will cease to own any equity interest in each of Onshore Target Company 1, Beijing Xingye Wanfa and Zhejiang Jinying, and the Company will hold 100% of the equity interests in each of Shanghai Forest Golf, Hangzhou Sunac Greentown, Shanghai Sunac Greentown and Sunac Greentown, respectively, and will hold 39.2% equity interest in Tianjin National Game Village Project. In addition, Shanghai Forest Golf, Hangzhou Sunac Greentown, Tianjin National Game Village Project Company, Shanghai Sunac Greentown, Sunac Greentown and their respective subsidiaries will continue to adhere to our strategies of deep regional market and high-end property development in order to consolidate the Company’s leading position in the Shanghai, Tianjin and Hangzhou region.

— I-3 —

APPENDIX II ACCOUNTANT’S REPORT OF THE OFFSHORE TARGET GROUP

The following is the text of a report on the Offshore Target Group received from the Company’s reporting accountant, PricewaterhouseCoopers, Certified Public Accountants, Hong Kong, for the purpose of incorporation in this circular.

==> picture [70 x 47] intentionally omitted <==

11 June 2015

The Directors

Sunac China Holdings Limited

Dear Sirs,

We report on the financial information of the real estate property development business carried by the companies as set out in Note 1(a) of Section II below (the “Offshore Target Group”), which comprises the combined balance sheets of the Offshore Target Group as at 31 December 2012, 2013 and 2014, and the combined statements of comprehensive income, the combined statements of changes in equity and the combined cash flow statements of the Offshore Target Group for the period from 1 July 2012 (date of establishment) to 31 December 2012, and each of the years ended 31 December 2013 and 2014 (the “Relevant Periods”) and a summary of significant accounting policies and other explanatory information. This financial information has been prepared by the directors of Sunac China Holdings Limited (the “Company”) and is set out in Sections I to III below for inclusion in Appendix II to the circular of the Company dated 11 June 2015 (the “Circular”) in connection with the proposed acquisition of the equity interests in the Offshore Target Group by the Company.

On 30 December 2014, Lead Sunny Investments Limited (“Lead Sunny”), a wholly owned subsidiary of the Company, and Sunac Greentown Investment Holdings Limited (“Sunac Greentown”), a 50% owned subsidiary of the Company, entered into a Share Sale and the Purchase Agreement (the “Offshore Target Group Acquisition Agreement”), pursuant to which, Lead Sunny conditionally agreed to acquire the entire equity interests in the Offshore Target Group held by Sunac Greentown.

The Offshore Target Group includes Elegant Trend Limited and its subsidiaries, which are companies with limited liability. The audited financial statements of the companies now comprising the Offshore Target Group as at the date of this report, for which there are statutory audit requirements, have been prepared in accordance with the relevant accounting principles generally accepted in their places of incorporation. The details of the statutory auditors of these companies are set out in Note 1(a) of Section II.

— II-1 —

APPENDIX II

ACCOUNTANT’S REPORT OF THE OFFSHORE TARGET GROUP

The directors of Sunac Greentown, the holding company of the Offshore Target Group, are responsible for the preparation of the combined financial statements of the Offshore Target Group for the Relevant Periods that give a true and fair view in accordance with Hong Kong Financial Reporting Standards (“HKFRSs”) issued by the Hong Kong Institute of Certified Public Accountants (the “HKICPA”) (the “Underlying Financial Statements”), and for such internal control as the directors determine is necessary to enable the preparation of the Underlying Financial Statements that are free from material misstatement, whether due to fraud or error. We have audited the Underlying Financial Statements in accordance with Hong Kong Standards on Auditing issued by the HKICPA pursuant to separate terms of engagement with the Company.

The financial information has been prepared based on the Underlying Financial Statements, with no adjustment made thereon, and on the basis set out in Note 1(c) of Section II below.

Directors’ Responsibility for the Financial Information

The directors of the Company are responsible for the preparation of the financial information that gives a true and fair view in accordance with the basis of presentation set out in Note 1(d) of Section II below and in accordance with HKFRSs and accounting policies adopted by the Company and its subsidiaries (together, the “Group”) as set out in the annual report of the Company for the year ended 31 December 2014.

Reporting Accountant’s Responsibility

Our responsibility is to express an opinion on the financial information and to report our opinion to you. We carried out our procedures in accordance with the Auditing Guideline 3.340 “Prospectuses and the Reporting Accountant” issued by the HKICPA.

Opinion

In our opinion, the financial information gives, for the purpose of this report and presented on the basis set out in Note 1(c) of Section II below, a true and fair view of the combined state of affairs of the Offshore Target Group as at 31 December 2012, 2013 and 2014 and of the Offshore Target Group’s combined results and cash flows for the Relevant Periods.

— II-2 —

APPENDIX II ACCOUNTANT’S REPORT OF THE OFFSHORE TARGET GROUP

THE OFFSHORE TARGET GROUP COMBINED BALANCE SHEETS

I Financial Information of the Offshore Target Group

The following is the financial information (the “Financial Information”) of the Offshore Target Group prepared by the directors of the Company as at 31 December 2012, 2013 and 2014 and for the period from 1 July 2012 (date of establishment) to 31 December 2012 and each of the years ended 31 December 2013 and 2014:

Note ASSETS Non-current assets Property, plant and equipment 6 Intangible assets Deferred income tax assets 7 Current assets Properties under development 8 Completed properties held for sale 9 Prepayments 10 Amounts due from related companies 27 Trade and other receivables 11 Restricted cash 12 Cash and cash equivalents 13 Total assets EQUITY Capital and reserves attributable to equity holder of the Offshore Target Group Combined capital and reserves 14 (Accumulated losses)/retained earnings Total equity	2012 RMB’000 1,783 — — 1,783 3,795,368 — 98,978 44,157 1,059 2,144 255,384 4,197,090 4,198,873 (77,004) (14,601) (91,605)	31 December 2013 2014 RMB’000 RMB’000 12,520 10,713 21,098 21,715 71,439 154,743 105,057 187,171 7,860,068 6,549,146 6,013,563 5,196,085 57,208 275,078 773,968 4,686,800 890,287 412,652 91,362 22,653 805,337 1,201,429 16,491,793 18,343,843 16,596,850 18,531,014 2,973,727 3,068,488 550,024 363,975 3,523,751 3,432,463	31 December 2013 2014 RMB’000 RMB’000 12,520 10,713 21,098 21,715 71,439 154,743 105,057 187,171 7,860,068 6,549,146 6,013,563 5,196,085 57,208 275,078 773,968 4,686,800 890,287 412,652 91,362 22,653 805,337 1,201,429 16,491,793 18,343,843 16,596,850 18,531,014 2,973,727 3,068,488 550,024 363,975 3,523,751 3,432,463
			187,171
			6,549,146 5,196,085 275,078 4,686,800 412,652 22,653 1,201,429
			18,343,843
			18,531,014
			3,068,488 363,975
			3,432,463

— II-3 —

ACCOUNTANT’S REPORT OF THE OFFSHORE TARGET GROUP

APPENDIX II

Note LIABILITIES Non-current liabilities Borrowings 15 Deferred income tax liabilities 7 Current liabilities Trade and other payables 16 Advanced proceeds from customers Amounts due to related companies 27 Current income tax liabilities Borrowings 15 Total liabilities Total equity and liabilities Net current assets Total assets less current liabilities	2012 RMB’000 345,800 — 345,800 220,756 1,489,677 551,045 — 1,683,200 3,944,678 4,290,478 4,198,873 252,412 254,195	31 December 2013 2014 RMB’000 RMB’000 3,289,950 990,000 2,639,907 2,348,900 5,929,857 3,338,900 818,546 757,388 864,136 1,897,273 4,507,073 5,790,235 527,737 1,023,283 425,750 2,291,472 7,143,242 11,759,651 13,073,099 15,098,551 16,596,850 18,531,014 9,348,551 6,584,192 9,453,608 6,771,363	31 December 2013 2014 RMB’000 RMB’000 3,289,950 990,000 2,639,907 2,348,900 5,929,857 3,338,900 818,546 757,388 864,136 1,897,273 4,507,073 5,790,235 527,737 1,023,283 425,750 2,291,472 7,143,242 11,759,651 13,073,099 15,098,551 16,596,850 18,531,014 9,348,551 6,584,192 9,453,608 6,771,363
			3,338,900
			757,388 1,897,273 5,790,235 1,023,283 2,291,472
			11,759,651
			15,098,551
			18,531,014
			6,584,192
			6,771,363

— II-4 —

APPENDIX II

ACCOUNTANT’S REPORT OF THE OFFSHORE TARGET GROUP

THE OFFSHORE TARGET GROUP COMBINED STATEMENTS OF COMPREHENSIVE INCOME

For the period from 1 July 2012 (date of establishment) to 31 December Note 2012 RMB’000 Revenue — Cost of sales 17 — Gross profit — Selling and marketing costs 17 (16,067) Administrative expenses 17 (2,788) Other income and gains 4,254 Other expenses and losses — Operating (loss)/profit (14,601) Finance costs 21 — (Loss)/profit before income tax (14,601) Income tax expenses 22 — (Loss)/profit for the period/year (14,601) Other comprehensive income — Total comprehensive (loss)/income (14,601) Attributable to: - Owner of the Offshore Target Group (14,601)

Year ended 31 December 2013 2014 RMB’000 RMB’000 3,658,793 3,646,713 (2,793,130) (3,113,747) 865,663 532,966 (47,734) (93,202) (21,584) (32,538) 6,023 6,514 (22) (9,021) 802,346 404,719 (48,048) (115,797) 754,298 288,922 (189,673) (380,210) 564,625 (91,288) — — 564,625 (91,288) 564,625 (91,288)

— II-5 —

ACCOUNTANT’S REPORT OF THE OFFSHORE TARGET GROUP

APPENDIX II

THE OFFSHORE TARGET GROUP COMBINED STATEMENTS OF CHANGES IN EQUITY

Note Combined capital and reserves (Accumulated losses)/retained earnings RMB’000 RMB’000 Deemed distribution to shareholders at the establishment 1(b), 26(a) (77,004) — Loss for the period — (14,601) At 31 December 2012 (77,004) (14,601) Profit for the year — 564,625 Contribution from equity holder 23,750 — Deemed contribution from equity holder 1(b)(iii) 5,000 — Deemed distribution to equity holder 1(b)(iii) (255,000) — Contribution from equity holder in relation to acquisition of subsidiaries 1(b), 26(b) 3,276,981 — At 31 December 2013 2,973,727 550,024 Loss for the year — (91,288) Deemed contribution from equity holder 1(b)(iv) 5,000 — Deemed distribution to equity holder 1(b)(iv) (5,000) — Statutory reserve 94,761 (94,761) At 31 December 2014 3,068,488 363,975

Total equity RMB’000 (77,004) (14,601) (91,605) 564,625 23,750 5,000 (255,000) 3,276,981 3,523,751 (91,288) 5,000 (5,000) — 3,432,463

— II-6 —

APPENDIX II ACCOUNTANT’S REPORT OF THE OFFSHORE TARGET GROUP

THE OFFSHORE TARGET GROUP COMBINED CASH FLOW STATEMENTS

Note For the period from 1 July 2012 (date of establishment) to 31 December 2012 RMB’000 Cash flows from operating activities Cash generated from operations 23 536,559 PRC income tax paid (2,024) Net cash generated from operating activities 534,535 Cash flows from investing activities Acquisition of subsidiaries, net of cash settled 26(b) — Purchases of property, plant and equipment 6 (143) Proceeds from disposal of property, plant and equipment — Loans to related parties, net (44,157) Net cash used in investing activities (44,300) Cash flows from financing activities Proceeds from borrowings 1,462,000 Repayments of borrowings (1,554,000) Interests paid (86,677) Cash (repayment to)/advances from related parties, net (201,500) Contribution from equity holder — Restricted cash guaranteed for bank borrowings 12 (2,144) Net cash (used in)/generated from financing activities (382,321) Net increase in cash and cash equivalents 107,914 Cash and cash equivalents at beginning of period/year 147,470 Cash and cash equivalents at end of period/year 255,384

Year ended 31 December 2013 2014 RMB’000 RMB’000 1,060,020 1,400,979 (80,438) (409,012) 979,582 991,967 (7,875,676) — (3,291) (1,713) 1,311 329 (648,234) — (8,525,890) (1,384) 3,715,700 1,790,000 (2,029,000) (2,224,228) (307,980) (228,972) 3,529,778 — 3,276,981 — (89,218) 68,709 8,096,261 (594,491) 549,953 396,092 255,384 805,337 805,337 1,201,429

— II-7 —

APPENDIX II ACCOUNTANT’S REPORT OF THE OFFSHORE TARGET GROUP

THE OFFSHORE TARGET GROUP

II. Notes to the Financial Information of the Offshore Target Group

1 General information

(a) General

According to the Offshore Target Group Acquisition Agreement entered into on 30 December 2014, Lead Sunny conditionally agreed to acquire and Sunac Greentown conditionally agreed to sell the entire equity shares in Elegant Trend Limited (“Elegant Trend”). Elegant Trend and its subsidiaries (collectively the “Offshore Target Group”), as detailed in the below table, are principally engaged in real estate property development business in the People’s Republic of China (the “PRC”).

As at 31 December 2012, 2013 and 2014, detailed information of the companies now comprising the Offshore Target Group are as follows:

Name of company Place of incorporation Date of incorporation Principal activities Elegant Trend British Virgin Islands 12 March 2013 Equity investment Wisdom Collection Holdings (International) Inc. Liberia 11 November 1981 Equity investment Wisdom Collection Holdings (Hong Kong) Limited Hong Kong 8 July 1981 Equity investment New Richport Property Development Shanghai Co., Ltd. (“New Richport”) Shanghai, the PRC 5 October 1993 Real estate property development Fung Seng Estate Development (Shanghai) Co., Ltd. (“Fung Seng”) Shanghai, the PRC 22 June 1994 Real estate property development Everbright Property Development Shanghai Co., Ltd. (“Everbright”) Shanghai, the PRC 16 January 2012 Real estate property development Suzhou Greentown Yuyuan Real Estate Development Co., Ltd. (“Suzhou Yuyuan”) Suzhou, the PRC 22 December 2009 Real estate property development Shanghai Yujiang Property Management Co., Ltd. (“Shanghai Yujiang”) Shanghai, the PRC 28 July 2014 Equity investment	Equity interests held by the Offshore Target Group	Equity interests held by the Offshore Target Group	Equity interests held by the Offshore Target Group
	2012 Direct Indirect NA NA NA NA NA NA NA NA NA NA NA NA — 100% NA NA	2013 Direct Indirect 100% — — 100% — 100% — 100% — 100% — 100% — 100% — 100%	2014
			Direct Indirect 100% — — 100% — 100% — 100% — 100% — 100% — 100% — 100%

— II-8 —

ACCOUNTANT’S REPORT OF THE OFFSHORE TARGET GROUP

APPENDIX II

Name of company Place of incorporation Date of incorporation Principal activities Shanghai Ronglv Dingsheng Property Management Co., Ltd. (“Shanghai Ronglv Dingsheng”) Shanghai, the PRC 5 June 2013 Equity investment Shanghai Mingxiang Property Management Co., Ltd. (“Shanghai Mingxiang”) Shanghai, the PRC 2 January 2014 Equity investment	Equity interests held by the Offshore Target Group	Equity interests held by the Offshore Target Group	Equity interests held by the Offshore Target Group
	2012 Direct Indirect NA NA NA NA	2013 Direct Indirect — 100% NA NA	2014
			Direct Indirect — 100% — 100%

The names of statutory auditors of the companies now comprising the Offshore Target Group for the Relevant Periods are as follows:

		Name of statutory auditors*
Name of company	2012	2013	2014
Elegant Trend	Not applicable	Not applicable	Not applicable
Wisdom Collection Holdings	Not applicable	Not applicable	Not applicable
(International) Inc.
Wisdom Collection Holdings	C K YAU & Partners CPA	C K YAU & Partners CPA	C K YAU & Partners CPA
(Hong Kong) Limited	Limited	Limited	Limited
New Richport	Shanghai Fuxingmingfang	Shanghai Fuxingmingfang	Shanghai Fuxingmingfang
	Certified Public	Certified Public	Certified Public
	Accountants	Accountants	Accountants
	上海復興明方會計師事務	上海復興明方會計師事務	上海復興明方會計師事務
	所有限公司	所有限公司	所有限公司
Fung Seng	BDO China Shu Lun Pan	BDO China Shu Lun Pan	BDO China Shu Lun Pan
	Certified Public	Certified Public	Certified Public
	Accountants LLP	Accountants LLP	Accountants LLP
	立信會計師事務所(特殊普	立信會計師事務所(特殊普	立信會計師事務所(特殊普
	通合夥)	通合夥)	通合夥)
Everbright	Shanghai Fuxingmingfang	Shanghai Fuxingmingfang	Shanghai Fuxingmingfang
	Certified Public	Certified Public	Certified Public
	Accountants	Accountants	Accountants
	上海復興明方會計師事務	上海復興明方會計師事務	上海復興明方會計師事務
	所有限公司	所有限公司	所有限公司
Suzhou Yuyuan	Jiangsu Xingzhongda	Jiangsu Xingzhongda	Jiangsu Xingzhongda
	CPAs Co., Ltd.	CPAs Co., Ltd.	CPAs Co., Ltd.
	江蘇新中大會計師事務所	江蘇新中大會計師事務所	江蘇新中大會計師事務所
	有限公司	有限公司	有限公司

— II-9 —

ACCOUNTANT’S REPORT OF THE OFFSHORE TARGET GROUP

APPENDIX II

		Name of statutory auditors*
Name of company	2012	2013	2014
Shanghai Yujiang	Not applicable	Not applicable	Shanghai Haixia CPAs
			Co., Ltd.
			上海海峽會計師事務所
			有限公司
Shanghai Ronglv Dingsheng	Not applicable	Zhongshen Huayan	Zhongshen Huayan
		Wuzhou CPAs LLP	Wuzhou CPAs LLP
		中審華寅五洲會計師事務	中審華寅五洲會計師事務
		所(特殊普通合夥)	所(特殊普通合夥)

All entities now comprising the Offshore Target Group are limited liability companies and have adopted 31 December as their financial year end date.

• The English names of the statutory auditors referred to in this report represent management’s best effort at translating the Chinese names as no English names have been registered for these auditors.

• (b) History of the Offshore Target Group

• (i) On 1 July 2012, pursuant to a Cooperation Framework Agreement entered into by a wholly owned subsidiary of the Company and Greentown Real Estate Group Co., Ltd (“Greentown Real Estate”), a third party of the Company, the Company through its subsidiary effectively acquired 50% of interests in eight project companies by way of the establishment of a joint venture company named Shanghai Sunac Greentown Investment Holdings Limited (“Shanghai Sunac Greentown”), and directly acquired an effective 50% interest in a project company. Suzhou Yuyuan is one of the acquired entities and became a subsidiary of the Company upon completion of the acquisition (Note 26). Later, Suzhou Yuyuan became one of the companies comprising the Offshore Target Group after an acquisition under common control of the Company, as disclosed in Note 1(b)(iii) below.

Among the entities comprising the Offshore Target Group, Suzhou Yuyuan was the first entity that became controlled by the Company. 1 July 2012, the date of acquisition of Suzhou Yuyuan by the Company, was regarded as the initial date of establishment of the Offshore Target Group for the purpose of this report.

• (ii) On 17 July 2013, the Company, through Sunac Greentown, acquired Elegant Trend from an independent third party at a total consideration of RMB7,996.1 million, in which RMB5,676.7 million was for the acquisition of entire equity interest and an aggregate amount of RMB2,319.4 million was to settle the amount due to the original owner and certain payables due by Elegant Trend and its subsidiaries to third parties. In respect of the payment of the total consideration for this acquisition, RMB3,277 million was contributed by the shareholders, and RMB4,719 million was financed by loan from shareholders and other related parties. Elegant Trend is an investment holding company and it controls operating entities engaging in the development of real estate property in Shanghai, the PRC, through several intermediate equity investment holding entities.

— II-10 —

APPENDIX II ACCOUNTANT’S REPORT OF THE OFFSHORE TARGET GROUP

• (iii) In October 2013, a wholly owned subsidiary of Elegant Trend, New Richport, acquired 100% equity interest of Shanghai Ronglv Dingsheng from Shanghai Sunac Greentown at a consideration of RMB5 million. Shanghai Ronglv Dingsheng was incorporated in June 2013 by Shanghai Sunac Greentown, the paid-up capital of which is RMB5 million. Subsequent to this transaction, Shanghai Ronglv Dingsheng acquired 100% equity interest of Suzhou Yuyuan from Shanghai Sunac Greentown at a consideration of RMB250 million.

These transactions were regarded as acquisitions under common control, because the sellers and buyers are all ultimately controlled by the Company.

• (iv) In January 2014 Shanghai Mingxiang was incorporated by Shanghai Sunac Greentown, the paid-up capital of which is RMB5 million. In August 2014, a project operating subsidiary of Elegant Trend, Fung Seng acquired the 100% equity interests of Shanghai Mingxiang from Shanghai Sunac Greentown through its newly established intermediate investment holding subsidiary namely Shanghai Yujiang Property Management Co., Ltd. at a consideration of RMB5 million.

These transactions were also regarded as acquisitions under common control, because the sellers and buyers are all ultimately controlled by the Company.

(c) Basis of presentation

The Offshore Target Group is owned and controlled by the Company and was managed by Sunac Greentown’s management team as one business (the “Business”) throughout the Relevant Periods, for the purpose of this report, the Financial Information has been presented on a combined basis. Assets and liabilities relating to the Business are recorded in the companies set out in Note 1(a), and also in Sunac Greentown which are directly attributable to the Business, have been included in the Financial Information according to HKFRS. The Financial Information has been prepared to present combined balance sheets as at 31 December 2012, 2013 and 2014 the combined statements of comprehensive income, the combined statements of changes in equity and the combined statements of cash flows of the Offshore Target Group for the Relevant Periods as if the current structure had been in existence since 1 July 2012 (date of establishment) or if later, the respective dates of incorporation of the companies comprising the Offshore Target Group or when they became controlled by the Company.

The assets and liabilities relating to the Business recorded in Sunac Greentown and included in this Financial Information are not parts of the transaction scope of the “Offshore Target Group Acquisition Agreement”, which primarily included certain borrowings to finance the Business and amounted to net liabilities of RMB0 million, RMB2,318 million and RMB2,318 million as at 31 December 2012, 2013 and 2014, respectively.

2 Summary of significant accounting policies

The principal accounting policies applied in the preparation of Financial Information are set out below. These policies have been consistently applied to the Relevant Periods presented, unless otherwise stated.

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ACCOUNTANT’S REPORT OF THE OFFSHORE TARGET GROUP

APPENDIX II

2.1 Basis of preparation

The combined financial statements of the Offshore Target Group have been prepared in accordance with the HKFRs. The combined financial statements have been prepared under the historical cost convention. For acquisitions during to Relevant Periods, the accounting policies as disclosed in Note 2.2.1 are adopted.

The combined financial statements are prepared in accordance with the applicable requirements of the predecessor Companies Ordinance (Cap. 32) for the Relevant Periods.

The preparation of financial statements in conformity with the HKFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Offshore Target Group’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the combined financial statements are disclosed in Note 5.

2.1.1 Changes in accounting policy and disclosures

• (a) New standards and interpretations not yet adopted

A number of new standards and amendments to standards and interpretations are effective for annual periods beginning after 1 January 2014, and have not been applied in preparing this combined financial statement.

• (I) Changes effective for annual periods beginning on or after 1 July 2014

Amendment to HKAS19 regarding defined benefit plans Annual improvements 2012 Annual improvements 2013

• (II) Changes effective for annual periods beginning on or after 1 January 2016

HKFRS 14 “Regulatory Deferral Accounts”

Amendment to HKFRS 11 on accounting for acquisitions of interests in joint operation Amendments to HKAS 16 and HKAS 38 on clarification of acceptable methods of depreciation and amortization

Annual improvements 2014

• (III) Changes effective for annual periods beginning on or after 1 January 2017

HKFRS15 “Revenue from Contracts with Customers”

• (IV) Changes effective for annual periods beginning on or after 1 January 2018

HKFRS 9 “Financial Instruments”

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APPENDIX II ACCOUNTANT’S REPORT OF THE OFFSHORE TARGET GROUP

None of these is expected to have a significant effect on the consolidated financial statements of the Offshore Target Group, except the following set out below:

HKFRS 15, ‘Revenue from contracts with customers’ deals with revenue recognition and establishes principles for reporting useful information to users of financial statements about the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. Revenue is recognized when a customer obtains control of a good or service and thus has the ability to direct the use and obtain the benefits from the good or service. The standard replaces HKAS 18 ‘Revenue’ and HKAS 11 ‘Construction contracts’ and related interpretations. The standard is effective for annual periods beginning on or after 1 January 2017 and earlier application is permitted. The group is assessing the impact of HKAS 15.

There are no other HKFRSs or HK (IFRIC) interpretations that are not yet effective that would be expected to have a material impact on the group.

(b) New Hong Kong Companies Ordinance (Cap. 622)

In addition, the requirements of Part 9 “Accounts and Audit” of the new Hong Kong Companies Ordinance (Cap. 622) come into operation as from the Company’s first financial year commencing on or after 3 March 2014 in accordance with section 358 of that Ordinance. The group is in the process of making an assessment of expected impact of the changes in the Companies Ordinance on the combined financial statements in the period of initial application of Part 9 of the new Hong Kong Companies Ordinance (Cap. 622). So far it has concluded that the impact is unlikely to be significant and only the presentation and the disclosure of information in the combined financial statements will be affected.

2.2 Subsidiaries

2.2.1 Consolidation

A subsidiary is an entity (including a structured entity) over which the management team of the Offshore Target Group has control. The management team of the Offshore Target Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully combined from the date on which control is transferred to the management team of the Offshore Target Group. They are de-combined from the date that control ceases.

(a) Under common control combinations

The financial statements have been prepared using the principles of merger accounting, as described in Hong Kong Accounting Guideline 5 “Merger Accounting for Common Control Combinations” issued by the Hong Kong Institute of Certified Public Accountants (the “HKICPA”).

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ACCOUNTANT’S REPORT OF THE OFFSHORE TARGET GROUP

APPENDIX II

(b) Other combinations

The Offshore Target Group applies the acquisition method to account for business combinations except for those under common control by the Company. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Offshore Target Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The Offshore Target Group recognizes any non-controlling interest in the acquiree on an acquisition-by-acquisition basis, either at fair value or at the non-controlling interest’s proportionate share of the recognized amounts of acquiree’s identifiable net assets.

Acquisition related costs are expensed as incurred.

Any contingent consideration to be transferred by the Offshore Target Group is recognized at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability is recognized in accordance with HKAS 39 either in profit or loss or as a change to other comprehensive income. Contingent consideration that is classified as equity is not remeasured, and its subsequent settlement is accounted for within equity.

The excess of the consideration transferred the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired is recorded as goodwill. If the total of consideration transferred, non-controlling interest recognized and previously held interest measured is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognized directly in the income statement.

Intra-group transactions, balances and unrealized gains on transactions between group companies are eliminated. Unrealized losses are also eliminated. When necessary, amounts reported by subsidiaries have been adjusted to conform with the Offshore Target Group’s accounting policies.

2.3 Foreign currency translation

(a) Functional and presentation currency

Items included in the financial statements of each of the Offshore Target Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). Since the majority of the assets and operations of the Offshore Target Group are located in the PRC, the combined financial statements are presented in Renminbi (“RMB”), which is the functional and presentation currency of Offshore Target Group.

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ACCOUNTANT’S REPORT OF THE OFFSHORE TARGET GROUP

APPENDIX II

(b) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the combined income statement, except when deferred in equity as qualifying cash flow hedges and qualifying net investment hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the income statement within “finance income or cost”. All other foreign exchange gains and losses are presented in profit or loss.

2.4 Property, plant and equipment

Property, plant and equipment are stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriately when it is probable that future economic benefits associated with the item will flow to the Offshore Target Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. All other repairs and maintenance are charged to the income statement during the year in which they are incurred.

Depreciation on property, plant and equipment is calculated using the straight-line method to allocate their costs to their residual values over their estimated useful lives, as follows:

Vehicles 5 years Leasehold improvements Shorter of 5 years or the lease periods Furniture and office equipment 5 years

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting periods.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognized in profit or loss.

2.5 Intangible assets

Computer software

Costs of the purchases of computer software are recognized as intangible assets and are amortized over the shorter of their estimated useful lives and five years.

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ACCOUNTANT’S REPORT OF THE OFFSHORE TARGET GROUP

APPENDIX II

2.6 Land use rights

All land in the PRC is state-owned and no individual land ownership right exists. The Offshore Target Group acquired the rights to use certain land and the premiums paid for such rights are recorded as land use rights.

Land use rights which are used for property development for sales are transferred to properties under development upon commencement of development and are measured at lower of cost and net realizable value.

2.7 Impairment of non-financial assets

Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Non-financial assets other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at each reporting date.

2.8 Financial assets

2.8.1 Classification

The Offshore Target Group’s financial assets are loans and receivables. Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for the amounts that are settled or expected to be settled more than 12 months after the end of the reporting period. These are classified as non-current assets. The Offshore Target Group’s loans and receivables comprise trade and other receivables, amounts due from related companies, restricted cash and cash and cash equivalent in the balance sheet.

2.8.2 Recognition and measurement

Regular way purchases and sales of financial assets are recognized on the trade date — the date on which the Offshore Target Group commits to purchase or sell the asset. Investments are initially recognized at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Financial assets carried at fair value through profit or loss is initially recognized at fair value, and transaction costs are expensed in the income statement. Financial assets are derecognized when the rights to receive cash flows from the investments have expired or have been transferred and the Offshore Target Group has transferred substantially all risks and rewards of ownership. Loans and receivables are subsequently carried at amortized cost using the effective interest method.

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ACCOUNTANT’S REPORT OF THE OFFSHORE TARGET GROUP

APPENDIX II

2.8.3 Offsetting financial instruments

Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the company or the counterparty.

2.9 Impairment of financial assets carried at amortized cost

(a) Assets carried at amortized cost

The Offshore Target Group assesses at the end of each year whether there is objective evidence that a financial asset or group of financial assets is impaired. A financial asset or a group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a “loss event”) and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated.

Evidence of impairment may include indications that the debtors or a group of debtors is experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganization, and where observable data indicate that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults.

For loans and receivables category, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate. The carrying amount of the asset is reduced and the amount of the loss is recognized in the combined income statement. If a loan or held-to-maturity investment has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. As a practical expedient, the Offshore Target Group may measure impairment on the basis of an instrument’s fair value using an observable market price.

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized (such as an improvement in the debtor’s credit rating), the reversal of the previously recognized impairment loss is recognized in the combined income statement.

2.10 Properties under development

Properties under development are stated at the lower of cost and net realizable value. Net realizable value takes into account the price ultimately expected to be realized, less applicable variable selling expenses and anticipated cost to completion.

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APPENDIX II ACCOUNTANT’S REPORT OF THE OFFSHORE TARGET GROUP

Development cost of property comprises construction costs, land use rights cost, capitalized borrowing costs and professional fees incurred during the development period. On completion, the properties are transferred to completed properties held for sale.

2.11 Completed properties held for sale

Completed properties remaining unsold as at the balance sheet dates are stated at the lower of cost and net realizable value.

Cost comprises development costs attributable to the unsold properties.

Net realizable value is determined by reference to the sale proceeds of properties sold in the ordinary course of business, less applicable variable selling expenses, or by management estimates based on prevailing marketing conditions.

2.12 Trade and other receivables

Trade receivables are amounts due from customers for properties sold or services performed in the ordinary course of business. If collection of trade and other receivables is expected in one year or less (or in the normal operating cycle of the business if longer), they are classified as current assets. If not, they are presented as non-current assets.

Trade and other receivables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method, less allowance for impairment.

2.13 Restricted cash

Restricted cash mainly includes guarantee deposits for the Offshore Target Group’s bank loans. For the guarantee deposits for bank loans, the restrictions are released when the Offshore Target Group repays the bank loans.

2.14 Cash and cash equivalents

In the combined statement of cash flows, cash and cash equivalents includes cash in hand, deposits held at call with banks.

2.15 Trade and other payables

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.

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APPENDIX II ACCOUNTANT’S REPORT OF THE OFFSHORE TARGET GROUP

Trade payables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method.

2.16 Borrowings

Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in the income statement over the period of the borrowings using the effective interest method.

Fees paid on the establishment of loan facilities are recognized as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalized as a pre-payment for liquidity services and amortized over the period of the facility to which it relates.

Borrowings are classified as current liabilities unless the Offshore Target Group has an unconditional right to defer settlement of the liability for at least 12 months after the end of the Relevant Periods.

2.17 Borrowing costs

General and specific borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.

All other borrowing costs are recognized in profit or loss in the period in which they are incurred.

2.18 Current and deferred income tax

The tax expense for the period comprises current and deferred tax. Tax is recognized in the income statement.

(a) Current income tax

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the company’s subsidiaries and associates operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

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APPENDIX II ACCOUNTANT’S REPORT OF THE OFFSHORE TARGET GROUP

(b) Deferred income tax

Inside basis differences

Deferred income tax is recognized, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the combined financial statements. However, deferred tax liabilities are not recognized if they arise from the initial recognition of goodwill, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled.

Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized.

Outside basis differences

Deferred income tax liabilities are provided on temporary differences arising on investments in subsidiaries and associates, except for deferred income tax liability where the timing of the reversal of the temporary difference is controlled by the Offshore Target Group and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred income tax assets are recognized on deductible temporary differences arising from investments in subsidiaries only to the extent that it is probable the temporary difference will reverse in the future and there is sufficient taxable profit available against which the temporary difference can be utilized.

(c) Offsetting

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes assets and liabilities relate to income taxes levied by the same taxation authority on either the taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

2.19 Employee benefits

(a) Employee leave entitlement

Employee entitlements to annual leave are recognized when they accrue to employees. A provision is made for the estimated liability for annual leave as a result of services rendered by employees up to the balance sheet date.

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APPENDIX II ACCOUNTANT’S REPORT OF THE OFFSHORE TARGET GROUP

Employee entitlements to sick leave and maternity leave are not recognized until the time of leave.

(b) Retirement benefits

In accordance with the rules and regulations in the PRC, the PRC based employees of the Offshore Target Group participate in various defined contribution retirement benefit plans organized by the relevant municipal and provincial governments in the PRC under which the Offshore Target Group and the PRC based employees are required to make monthly contributions to these plans calculated as a percentage of the employees’ salaries.

The municipal and provincial governments undertake to assume the retirement benefit obligations of all existing and future retired PRC based employees’ payable under the plans described above. Other than the monthly contributions, the Offshore Target Group has no further obligation for the payment of retirement and other post-retirement benefits of its employees. The assets of these plans are held separately from those of the Offshore Target Group in independently administrated funds managed by the governments.

2.20 Provisions

Provisions for legal claims are recognized when: the Offshore Target Group has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. Provisions are not recognized for future operating losses.

Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognized even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.

Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessment of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognized as interest expense.

2.21 Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable, and represents amounts receivable for goods supplied, stated net of discounts returns and value added taxes. The Offshore Target Group recognizes revenue when the amount of revenue can be reliably measured; when it is probable that future economic benefits will flow to the entity; and when specific criteria have been met for each of the Offshore Target Group’s activities, as described below. The Offshore Target Group bases its estimates of return on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement.

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ACCOUNTANT’S REPORT OF THE OFFSHORE TARGET GROUP

APPENDIX II

(a) Sales of properties

Revenue from sales of properties is recognized when the risks and rewards of properties are transferred to the purchasers, which is when the construction of relevant properties has been completed and the properties have been delivered to the purchasers and recoverability of related receivables is reasonably assured. Deposits and installments received on properties sold prior to the date of revenue recognition are included in the combined balance sheets as advanced proceeds received from customers under current liabilities.

2.22 Insurance contracts

An insurance contract is a contract under which one party (the issuer) accepts significant insurance risk from another party (the policyholder) by agreeing to compensate the policyholder if a specific uncertain future event (the insured event) adversely affects the policyholder. Insurance risk is a pre-existing risk transferred from the policyholder to the insurer, and is significant only if an insured event could cause an insurer to pay significant additional benefits in any scenario, excluding scenarios that lack commercial substance (i.e. have no discernible effect on the economics of the transaction).

The Offshore Target Group regards its financial guarantee contracts provided in respect of mortgage facilities for certain property purchasers and financial guarantee contracts provided to its related parties as insurance contracts.

The Offshore Target Group assesses at each reporting date whether its guarantee insurance liabilities are adequate, using current estimates of future cash flows under its insurance contracts. If that assessment shows that the carrying amount of its insurance liabilities is inadequate in the light of the estimated future cash flow, the entire deficiency is recognized in the combined income statement.

3 Financial risk management

3.1 Financial risk factors

The Offshore Target Group’s activities expose it to a variety of financial risks: market risk (including currency risk, fair value interest rate risk, cash flow interest rate risk and price risk), credit risk and liquidity risk. The Offshore Target Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Offshore Target Group’s financial performance.

Risk management is carried out by the central treasury department (“Group treasury”) of the Company under policies approved by the board of directors. The Offshore Target Group treasury identifies, evaluates and hedges financial risks in close co-operation with the operating units. The board provides written principles for overall risk management, as well as written policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of excess liquidity.

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APPENDIX II ACCOUNTANT’S REPORT OF THE OFFSHORE TARGET GROUP

• (a) Market risk

• (i) Foreign exchange risk

The Offshore Target Group’s normal operating activities are principally conducted in RMB since all of the operating entities are based in the PRC and most of the operating entities’ assets and liabilities were denominated in RMB. Therefore, the foreign exchange risk is low.

(ii) Price risk

The Offshore Target Group is not exposed to equity securities price or commodity price risk.

(iii) Cash flow and fair value interest rate risk

As the Offshore Target Group has no significant interest-bearing assets, the Offshore Target Group’s income and operating cash flows are substantially independent from changes in market interest rates.

The Offshore Target Group’s interest rate risk arises from long-term borrowings. Borrowings issued at variable rates expose the Offshore Target Group to cash flow interest-rate risk which is partially offset by cash held at variable rates. Borrowings issued at fixed rates expose the Offshore Target Group to fair value interest-rate risk. During the Relevant Periods, the Offshore Target Group’s borrowings were all denominated in RMB.

The Offshore Target Group has not used any interest rate swaps to hedge its exposure to interest rate risk.

The table below sets out the Offshore Target Group’s exposure to interest rate risks. Included in the tables are the liabilities at carrying amounts, categorised by maturity dates.

RMB’ million Borrowings At 31 December 2012 At 31 December 2013 At 31 December 2014	Floating rates Less than 1year 1 to 5 years Subtotal 1,535 — 1,535 200 1,600 1,800 1,580 990 2,570	Less than 1year 148 226 711	Fixed rates 1 to 5 Years Subtotal 346 494 1,690 1,916 — 711	Total 2,029
				3,716
				3,281

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APPENDIX II ACCOUNTANT’S REPORT OF THE OFFSHORE TARGET GROUP

As at 31 December 2012, 2013 and 2014, if the interest rates on borrowings had been 100 basis points higher/lower with all other variables held constant, the post-tax profit would have been lower/higher by RMB0 million, RMB2 million and RMB4.9 million respectively and capitalized interest would have been higher/lower by RMB16.7 million, RMB14.5 million and RMB6.5 million respectively.

The Offshore Target Group’s management team centrally authorizes all loans entered into by operating entities and sets a benchmark interest rate within which the entity management teams can negotiate loans with their local lenders prior to obtaining central approval from the Offshore Target Group management. The interest rate benchmark is reassessed annually by the Offshore Target Group management team.

The Offshore Target Group also analyses its interest rate exposure monthly by considering refinancing, renewal of existing positions and alternative financing.

(b) Credit risk

The Offshore Target Group has no significant concentrations of credit risk. The maximum extent of the Offshore Target Group’s credit exposure in relation to financial assets is represented by the aggregate balance of cash and cash equivalents, restricted cash, trade and other receivable, amount due from related parties included in the combined balance sheets. Cash transactions are limited to high-credit-quality banks. The Offshore Target Group has policies in place to ensure that sales of properties are made to customers with an appropriate financial strength and appropriate percentage of down payment. Credit is granted to customers with sufficient financial strength. It also has continuous monitoring procedures to ensure the collection of the receivables as scheduled and follow up action is taken to recover overdue debts, if any.

Certain customers of the Offshore Target Group have arranged bank financing for their purchases of the properties. The Offshore Target Group entities have provided guarantees to secure obligations of such customers for repayments, normally up to the time when the customers obtain the legal certificates of the property ownership. Detailed disclosure of these guarantees is made in Note 25.

(c) Liquidity risk

Management aims to maintain sufficient cash to meet funding requirement for operations and monitor rolling forecasts of the Offshore Target Group’s cash on the basis of expected cash flow.

The Offshore Target Group has a number of alternative plans to mitigate the potential impacts on anticipated cash flows should there be significant adverse changes in economic environment. These include adjusting and further slowing down the construction progress as appropriate to ensure available resources for the development of properties for sale, implementing cost control measures, accelerating sales with more flexible pricing and issuing senior notes. The Offshore Target Group, will base on its assessment of the relevant future costs and benefits, pursue such options as are appropriate. The directors consider that the Offshore Target Group will be able to maintain sufficient financial resources to meet its operation needs.

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APPENDIX II ACCOUNTANT’S REPORT OF THE OFFSHORE TARGET GROUP

Due to the dynamic nature of the underlying businesses, the Offshore Target Group’s central treasury department maintains flexibility in funding by its ability to move cash and cash equivalents between different entities through entrusted loan arrangements.

The table below analyses the Offshore Target Group’s non-derivative financial liabilities into relevant maturity grouping based on the remaining period at the balance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.

In RMB’ million Less than 1 year Between 1 and 2 years Between 2 and 5 years Target Group At 31 December 2012 Borrowings and interest payments 1,854 387 — Trade and other payables (Note 16) 186 — — Amounts due to related companies (Note 27) 551 — — At 31 December 2013 Borrowings and interest payments 713 3,488 — Trade and other payables (Note 16) 765 — — Amounts due to related companies (Note 27) 4,507 — — At 31 December 2014 Borrowings and interest payments 2,469 79 1,091 Trade and other payables (Note 16) 647 — — Amounts due to related companies (Note 27) 5,790 — —	Total 2,241 186 551
	4,201 765 4,507
	3,639 647 5,790

Note:

Trade and other payables in this analysis do not include the taxes payables and payroll and welfare payables.

3.2 Capital management

The Offshore Target Group’s objectives when managing capital are to safeguard the group’s ability to continue as a going concern in order to provide returns for shareholder and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Offshore Target Group may adjust the amount of dividends paid to equity holders, return capital to equity holders, or sell assets to reduce debt.

— II-25 —

APPENDIX II ACCOUNTANT’S REPORT OF THE OFFSHORE TARGET GROUP

Consistent with others in the industry, the Offshore Target Group monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total equity. Net debt is calculated as total borrowings (including current and non-current borrowings as shown in the combined balance sheet) less cash and cash equivalents (including restricted cash).

The gearing ratios of the Offshore Target Group as at 31 December 2012, 2013 and 2014 were as follows:

Total borrowings Restricted cash Cash and cash equivalents Net debts Total equity Gearing ratio	31 December 2012 2013 RMB’000 RMB’000 2,029,000 3,715,700 (2,144) (91,362) (255,384) (805,337) 1,771,472 2,819,001 (91,605) 3,523,751 N/A 80%	2014 RMB’000 3,281,472 (22,653) (1,201,429) 2,057,390 3,432,463 60%

The directors are of the view that the Offshore Target Group’s gearing ratio is healthy.

4 Fair value estimation

The carrying value less impairment provisions of trade and other receivables and the nominal value of trade and other payables approximate their fair values due to their short maturities. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Offshore Target Group for similar financial instruments. Such inputs are categorized into three levels within a fair value hierarchy as follows:

• (a) Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1).

• (b) Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (level 2).

• (c) Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3).

— II-26 —

APPENDIX II ACCOUNTANT’S REPORT OF THE OFFSHORE TARGET GROUP

5 Critical accounting estimates and judgments

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The Offshore Target Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.

(a) PRC corporate income taxes and deferred taxation

The Offshore Target Group’s subsidiaries that operate in the PRC are subject to income tax in the PRC. Significant judgement is required in determining the provision for income tax and withholding tax on undistributed earnings of PRC subsidiaries. There are many transactions and calculations for which the ultimate determination is uncertain during the ordinary course of business. Where the final tax outcome of these matters (including the effect of change in the dividend policies of PRC subsidiaries) is different from the amounts that were initially recorded, such difference is made.

Deferred tax assets relating to certain temporary differences and tax losses are recognized when management considers to be probable that future taxable profit will be available against which the temporary differences or tax losses can be utilized. The outcome of their actual utilization may be different. Due to the uncertainty of availability of future taxable profit for certain entities, the Offshore Target Group did not recognize respective deferred income tax assets in respect of the accumulated losses, as disclosed in Note 7(a).

(b) PRC land appreciation taxes

The Offshore Target Group is subject to land appreciation taxes (“LAT”) in numerous jurisdictions. However, since the implementation and settlement of these taxes varies among various tax jurisdictions in cities of the PRC, significant judgement is required in determining the amount of the land appreciation and its related taxes. The Offshore Target Group recognized these land appreciation taxes based on management’s best estimates according to its understanding of the interpretation of tax rules by various tax authorities. The final tax outcome could be different from the amounts that were initially recorded, and these differences will impact the income taxes and deferred income tax provisions in the years in which such taxes have been finalized with local tax authorities.

(c) Estimated net realizable value of properties under development and completed properties held for sale

The Offshore Target Group assesses the carrying amounts of properties under development and completed properties held for sale based on the net realizable value of these properties, taking into account costs to completion based on past experience and net sales value based on prevailing market conditions. Provision is made when events or changes in circumstances indicate that the carrying

— II-27 —

APPENDIX II ACCOUNTANT’S REPORT OF THE OFFSHORE TARGET GROUP

amounts may not be realized. The assessment requires the use of judgment and estimates of future sale price of the properties. As at 31 December 2012, 2013 and 2014, if the estimated future sales prices had been 5% lower, the Offshore Target Group would have recognized further impairment against properties under development and completed properties held for sale and the net profit for the Relevant Periods would have been decreased by RMB0 million, RMB0 million and RMB34 million.

6 Property, plant and equipment

		Furniture
		and office	Leasehold
	Vehicles	equipment	improvements	Total
	RMB’000	RMB’000	RMB’000	RMB’000
Period from 1 July 2012 (date of
establishment) to 31 December 2012
Contribution from the owner at the
establishment	1,536	368	—	1,904
Additions	—	143	—	143
Depreciation	(216)	(48)	—	(264)
Closing net book amount	1,320	463	—	1,783
At 31 December 2012
Costs	2,273	625	—	2,898
Accumulated depreciation	(953)	(162)	—	(1,115)
Net book amount	1,320	463	—	1,783
Year ended 31 December 2013
Opening net book amount	1,320	463	—	1,783
Additions	1,320	1,089	882	3,291
Acquisition of subsidiaries	1,386	1,242	8,255	10,883
Disposals	(1,177)	—	—	(1,177)
Depreciation	(866)	(395)	(999)	(2,260)
Closing net book amount	1,983	2,399	8,138	12,520
At 31 December 2013
Costs	3,292	3,894	10,793	17,979
Accumulated depreciation	(1,309)	(1,495)	(2,655)	(5,459)
Net book amount	1,983	2,399	8,138	12,520

— II-28 —

APPENDIX II ACCOUNTANT’S REPORT OF THE OFFSHORE TARGET GROUP

Vehicles Furniture and office equipment Leasehold improvements RMB’000 RMB’000 RMB’000 Year ended 31 December 2014 Opening net book amount 1,983 2,399 8,138 Additions 105 1,608 — Disposals (329) — — Depreciation (640) (665) (1,886) Closing net book amount 1,119 3,342 6,252 At 31 December 2014 Costs 2,319 5,495 10,798 Accumulated depreciation (1,200) (2,153) (4,546) Net book amount 1,119 3,342 6,252 7 Deferred income tax 31 December 2012 2013 RMB’000 RMB’000 Deferred income tax assets (“DTA”) recoverable: — within 12 months — 71,439 — after 12 months — — — 71,439 Deferred income tax liabilities (“DTL”) to be settled: — within 12 months — 233,457 — after 12 months — 2,406,450 — 2,639,907 Net — 2,568,468

Total RMB’000 12,520 1,713 (329) (3,191) 10,713 18,612 (7,899) 10,713 2014 RMB’000 35,170 119,573 154,743 286,602 2,062,298 2,348,900 2,194,157

— II-29 —

APPENDIX II ACCOUNTANT’S REPORT OF THE OFFSHORE TARGET GROUP

Deferred income tax arose as a result of differences in timing of recognizing certain revenue, costs and expenses between the tax based financial statements and the HKFRS financial statements. This constitutes temporary differences, being the differences between the carrying amounts of the assets or liabilities in the combined balance sheets and their tax bases in accordance with HKAS 12. The movements in DTA and DTL are as follows:

(a) DTA

	Deferred
	corporate
	income tax
	resulted from	Deductible
	unpaid LAT	tax loss	Total
	RMB’000	RMB’000	RMB’000
At 1 July 2012 (date of establishment) and
as at 31 December 2012	—	—	—
Credited/(charged) to profit or loss	26,853	(12,359)	14,494
Acquisition of subsidiaries	44,586	12,359	56,945
At 31 December 2013	71,439	—	71,439
Credited/(charged) to profit or loss	83,304	—	83,304
At 31 December 2014	154,743	—	154,743

DTA are recognized for tax losses carry-forwards to the extent that the realization of the related benefit through the future taxable profits is probable. The Offshore Target Group did not recognize deferred income tax assets of RMB11 million, RMB10 million and RMB93 million in respect of accumulated losses amounting to RMB43 million, RMB40 million and RMB370 million as at 31 December 2012, 2013 and 2014. As at 31 December 2012, 2013 and 2014, the accumulated losses amounts and expire date as follows:

	Period from 1 July 2012	Period from 1 July 2012
	(date of establishment) to
	31 December		Year ended 31 December
		2012	2013	2014
	RMB million		RMB million	RMB million
2015		8	5	5
2016		16	16	16
2017		19	19	19
2018		—	—	—
2019		—	—	330
		43	40	370

— II-30 —

APPENDIX II ACCOUNTANT’S REPORT OF THE OFFSHORE TARGET GROUP

The Offshore Target Group has deductible temporary differences relating to properties impairment of RMB275 million, RMB175 million and RMB193 million respectively as at 31 December 2012, 2013 and 2014 in respect of which no DTA have been recognized as the directors are of the view that it is not probable that taxable profit will be available against which the deductible temporary differences can be utilized.

(b) DTL

LAT on acquisition of new subsidiaries Deferred corporate income tax — Fair value surplus on acquisitions Dividend tax on distributable profits of PRC subsidiaries RMB’000 RMB’000 RMB’000 At 1 July 2012 (date of establishment) and as at 31 December 2012 — — — Acquisition of subsidiaries 1,307,895 1,485,186 — Charged/(credited) to profit or loss — (86,690) 9,858 Transfer to LAT payable upon recognition of property sales revenue (76,342) — — At 31 December 2013 1,231,553 1,398,496 9,858 Credited to profit or loss — (154,740) — Transfer to LAT payable upon recognition of property sales revenue (136,267) — — At 31 December 2014 1,095,286 1,243,756 9,858

Total RMB’000 — 2,793,081 (76,832) (76,342) 2,639,907 (154,740) (136,267) 2,348,900

— II-31 —

APPENDIX II

ACCOUNTANT’S REPORT OF THE OFFSHORE TARGET GROUP

8 Properties under development

Comprising: Land use rights Other development costs Capitalized financial costs Including: To be completed within 12 months To be completed after 12 months	31 December 2012 2013 RMB’000 RMB’000 2,340,921 6,598,986 1,059,731 1,112,350 394,716 148,732 3,795,368 7,860,068 3,795,368 1,619,061 — 6,241,007 3,795,368 7,860,068	2014 RMB’000 5,650,511 762,317 136,318
		6,549,146
		— 6,549,146
		6,549,146

The properties under development (“PUD”) are all located in the PRC.

As at 31 December 2012, 2013 and 2014, certain properties under development with total balances amounted to RMB3,795 million, RMB1,619 million and RMB4,250 million respectively were pledged as collaterals for the Offshore Target Group’s borrowings (Note 15).

9 Completed properties held for sale

31 December 2012 2013 RMB’000 RMB’000 Completed properties held for sale, gross — 6,013,563 Less: Provision for loss on realisable value — — Completed properties held for sale, net — 6,013,563	2014 RMB’000 5,281,590 (85,505)
	5,196,085

The completed properties held for sale are all located in the PRC.

— II-32 —

APPENDIX II

ACCOUNTANT’S REPORT OF THE OFFSHORE TARGET GROUP

As at 31 December 2012, 2013 and 2014, certain completed properties held for sale with balances totaling RMB0 million, RMB5,086 million and RMB3,251 million respectively were pledged as collaterals for the Offshore Target Group’s borrowings (Note 15).

10 Prepayments

		31 December
	2012	2013	2014
	RMB’000	RMB’000	RMB’000
Prepaid taxes
— LAT	18,485	18,485	152,034
— Business tax and surcharge	80,493	29,958	96,171
— Current income tax	—	8,765	25,252
Prepaid development costs to construction
companies	—	—	1,621
	98,978	57,208	275,078
Trade and other receivables
		31 December
	2012	2013	2014
	RMB’000	RMB’000	RMB’000
Trade receivables (Note (c))	—	15,630	63,050
Receivables from disposal of PUD (Note (d))	—	800,000	335,000
Deposits	597	66,493	552
Others	462	8,164	14,050
	1,059	890,287	412,652

11 Trade and other receivables

Note:

(a) As at 31 December 2012, 2013 and 2014, the carrying amounts of trade receivables, other receivables approximated their fair value.

(b) The carrying amounts of the Offshore Target Group’s trade and other receivables are all denominated in RMB.

— II-33 —

APPENDIX II

ACCOUNTANT’S REPORT OF THE OFFSHORE TARGET GROUP

• (c) Trade receivables mainly arise from sales of properties. Consideration in respect of properties sold is paid in accordance with the terms of the related sales and purchase agreements. The ageing analysis of trade receivables at respective balance sheet dates is as follows:

Within 90 days Over 90 days and within 180 days Over 180 days and within 365 days Trade receivables are analysed as follows: Fully performing under credit terms Past due but not impaired	31 December 2012 2013 RMB’000 RMB’000 — 15,630 — — — — — 15,630 31 December 2012 2013 RMB’000 RMB’000 — 15,630 — — — 15,630	2014 RMB’000 32,470 29,900 680
		63,050
		2014 RMB’000 55,359 7,691
		63,050

During the year ended 31 December 2013 and 2014, the Offshore Target Group allows a credit period of 90-365 days to certain customers with good credit standing.

• (d) In 2013, the Offshore Target Group disposed of a land use right under development in a project in Shanghai to the local government at the consideration of RMB800 million, of which RMB465 million was received in 2014. The remaining balance was received in January 2015.

12 Restricted cash

						31 December
					2012	2013	2014
					RMB’000	RMB’000	RMB’000
Guarantee	deposits	for	bank	loans	2,144	91,362	22,653

— II-34 —

ACCOUNTANT’S REPORT OF THE OFFSHORE TARGET GROUP

APPENDIX II

13 Cash and cash equivalents

		31 December
	2012	2013	2014
	RMB’000	RMB’000	RMB’000
Cash at bank and in hand
— Denominated in RMB	255,384	805,337	1,201,429

The Offshore Target Group earns interest on cash at bank, at floating bank deposit rates and there was no bank overdraft in the Offshore Target Group.

14 Combined capital and reserves

Combined paid up capital and other reserves Statutory reserves RMB’000 RMB’000 At 1 July 2012 (date of establishment) and as at 31 December 2012 (Note 26) (77,004) — Deemed contribution from equity holder in relation to acquisition of subsidiaries (Note 1(b), 26(b)) 3,276,981 — Deemed distribution to equity holder (Note 1(b)) (255,000) — Deemed contribution from equity holder 5,000 — Contribution from equity holder 23,750 — At 31 December 2013 2,973,727 — Deemed Contribution from equity holder 5,000 — Deemed distribution to equity holder (Note 1(b)) (5,000) — Statutory reserve (Note (a)) — 94,761 At 31 December 2014 2,973,727 94,761	Total RMB’000 (77,004) 3,276,981 (250,000) 5,000 23,750
	2,973,727 5,000 (5,000) 94,761
	3,068,488

— II-35 —

ACCOUNTANT’S REPORT OF THE OFFSHORE TARGET GROUP

APPENDIX II

(a) PRC statutory reserves

In accordance with the relevant government regulations in the PRC and the provisions of the articles of association of the PRC companies now comprising the Offshore Target Group, 10% of its net profit as shown in the accounts prepared under PRC accounting regulations is required to be appropriated to statutory common reserve, until the reserve reaches 50% of the registered capital. Appropriation of statutory reserve must be made before distribution of dividends to equity holders. This statutory reserve shall only be used to make up losses; to expand the Offshore Target Group entities’ production operation; or to increase the capital.

Upon approval by a resolution of an equity holders’ general meeting, the entities of the Offshore Target Group entities may convert this reserve into registered capital, provided that the unconverted remaining amount of reserve is not less than 25% of the registered capital.

15 Borrowings

Non-current Secured, borrowed from: — Banks — Other financial institutions Less: Current portion of long-term borrowings Current Secured, borrowed from: — Other financial institutions Add: Current portion of long-term borrowings	31 December 2012 2013 RMB’000 RMB’000 735,000 3,715,700 494,000 — 1,229,000 3,715,700 (883,200) (425,750) 345,800 3,289,950 800,000 — 883,200 425,750 1,683,200 425,750	2014 RMB’000 3,281,472 — 3,281,472 (2,291,472) 990,000 — 2,291,472 2,291,472

— II-36 —

APPENDIX II

ACCOUNTANT’S REPORT OF THE OFFSHORE TARGET GROUP

• (a) Long-term borrowings

• (i) As at 31 December 2012, 2013 and 2014, included in long-term borrowing, RMB494 million, RMB1,800 million and RMB1,695 million of borrowings for property development projects will be respectively due for payment upon an aggregated 50% to 80% pre-sale status in term of gross floor area of the respective projects were achieved. Based on the management’s sales forecast, borrowings of RMB148 million, RMB71 million and RMB800 million as at 31 December 2012, 2013 and 2014 respectively will be due for repayment and were included in current liabilities.

• (ii) The Offshore Target Group’s long-term borrowings as at 31 December 2012, 2013 and 2014 were repayable as follows:

						31 December
					2012	2013	2014
					RMB’000	RMB’000	RMB’000
Between	1	and	2	years	345,800	3,289,950	20,000
Between	2	and	5	years	—	—	970,000
					345,800	3,289,950	990,000

• (b) The exposure of the Offshore Target Group’s borrowings with variable interest rates to interest-rate changes and the contractual re-pricing dates are as follows:

6 months or less 6-12 months	31 December 2012 2013 RMB’000 RMB’000 1,535,000 1,799,950 — — 1,535,000 1,799,950	2014 RMB’000 1,770,000 800,000
		2,570,000

— II-37 —

APPENDIX II

ACCOUNTANT’S REPORT OF THE OFFSHORE TARGET GROUP

• (c) As at 31 December 2012, 2013 and 2014, the Offshore Target Group’s borrowings of RMB2,029 million, RMB3,716 million and RMB3,281 million were secured or joint secured by certain PUD and completed properties held for sale of the Offshore Target Group amounted to RMB3,795 million, RMB6,705 million and RMB7,501 million respectively.

• (d) The weighted-average effective interest rates for the Relevant Periods are 9.54%, 8.15% and 6.93% respectively.

• (e) The carrying amounts of bank borrowings, borrowings from other financial institution are approximate their fair values.

• 16 Trade and other payables

		31 December
	2012	2013	2014
	RMB’000	RMB’000	RMB’000
Trade payables	122,085	712,136	613,650
Taxes payable, other than income taxes	33,587	47,594	98,331
Interests payable	18,400	2,641	6,134
Advanced deed tax from customers	249	8,617	5,998
Payroll and welfare payables	1,025	6,029	11,637
Deposits	45,407	6,118	7,318
Others	3	35,411	14,320
	220,756	818,546	757,388

Note:

The ageing of the Offshore Target Group’s trade payables is as follows:

Within 180 days 181-365 days over 365 days	31 December 2012 2013 RMB’000 RMB’000 122,085 598,662 — 113,474 — — 122,085 712,136	2014 RMB’000 375,530 — 238,120
		613,650

— II-38 —

ACCOUNTANT’S REPORT OF THE OFFSHORE TARGET GROUP

APPENDIX II

• 17 Expenses by nature

For the period from 1 July 2012 (date of establishment) to 31 December 2012 RMB’000 Costs of properties sold — Business tax and related surcharges (Note 18) — Impairment of properties — Staff costs (Note 19) 1,603 Advertisement and promotion costs 14,259 Office and travel expenses 1,337 Other tax expenses 632 Consulting expenses 224 Entertainment expenses 536 Depreciation 264 Others — Total cost of sales, selling and marketing costs and administrative expenses 18,855	Year ended 31 December 2013 2014 RMB’000 RMB’000 2,637,434 2,822,581 155,696 205,661 — 85,505 17,549 49,275 31,638 53,661 5,556 8,963 1,711 4,533 3,895 1,716 4,398 4,606 1,449 2,931 3,122 55 2,862,448 3,239,487	Year ended 31 December 2013 2014 RMB’000 RMB’000 2,637,434 2,822,581 155,696 205,661 — 85,505 17,549 49,275 31,638 53,661 5,556 8,963 1,711 4,533 3,895 1,716 4,398 4,606 1,449 2,931 3,122 55 2,862,448 3,239,487
		3,239,487

18 Business tax and related surcharges

The PRC subsidiaries the Offshore Target Group are subject to the following sales tax and surcharges on their revenues:

Types	Tax rate	Tax bases
a) Business tax	5%	— Sales of properties
b) Urban construction and maintenance tax	7%	— Business tax paid
c) Education surcharge	3%	— Business tax paid
d) Local education surcharge	0%-2%	— Business tax paid
e) Anti-flood fund	0%-1%	— Business tax paid

— II-39 —

APPENDIX II

ACCOUNTANT’S REPORT OF THE OFFSHORE TARGET GROUP

19 Employee benefit expenses

	For the period
	from 1 July
	2012 (date of
	establishment)	Year ended
	to 31 December	31 December
	2012	2013		2014
	RMB’000	RMB’000	RMB’000
Wages and salaries	927	13,412	41,391
Pension costs	372	2,016		4,252
Staff welfare costs	304	2,121		3,632
	1,603	17,549	49,275

20 Directors’ and senior management’s emoluments

(a) Directors’ and senior management’s emoluments

The Directors of Sunac Greentown are Mr. Sun Hongbin, Mr. Wang Mengde and Mr Shou Bainian who are deemed as the Directors of the Offshore Target Group. During the Relevant Periods, they did not receive any emoluments from the Offshore Target Group. Mr. Sun Hongbin and Mr. Wang Mengde received emoluments from the Company and Mr. Shou Bainian received emoluments from Greentown China, part of which were in respect of their services to the Offshore Target Group and it is impracticable to apportion these amounts between their services to the Offshore Target Group and their services to the Company and Greentown China.

(b) Five highest paid individuals

The emoluments payable to the five individuals for Relevant Periods respectively are as follows:

		For the period
		from 1 July
		2012 (date of
		establishment)	Year ended
		to 31 December	31 December
		2012	2013	2014
		RMB’000	RMB’000	RMB’000
Salary	and other benefit	308	2,148	6,060
Social	security costs	93	103	284
Total		401	2,251	6,344

— II-40 —

APPENDIX II ACCOUNTANT’S REPORT OF THE OFFSHORE TARGET GROUP

The emoluments fell within the following bands:

Number For the period from 1 July 2012 (date of establishment) to 31 December 2012 Emolument bands (RMB’000) nil - 1,000 5 1,001 - 1,500 — 21 Finance costs For the period from 1 July 2012 (date of establishment) to 31 December 2012 RMB’000 Finance costs Interest expenses 105,075 Less: Capitalized finance costs (105,075) —	of individuals Year ended 31 December 2013 2014 5 4 — 1 Year ended 31 December 2013 2014 RMB’000 RMB’000 292,221 232,465 (244,173) (116,668) 48,048 115,797

The annual capitalization rate used to determine the amount of the interest incurred eligible for capitalization for the Relevant Periods were 9.54%, 8.15% and 6.93% respectively.

22 Income tax expenses

	For the period
	from 1 July
	2012 (date of
	establishment)	**Year **	ended
	to 31 December	31 December
	2012	2013	2014
	RMB’000	RMB’000	RMB’000
Corporate income tax (“CIT”)
— Current income tax	—	231,756	323,991
— Deferred income tax	—	(91,326)	(238,044)
	—	140,430	85,947
LAT	—	49,243	294,263
	—	189,673	380,210

— II-41 —

ACCOUNTANT’S REPORT OF THE OFFSHORE TARGET GROUP

APPENDIX II

(a) CIT

The tax on the Offshore Target Group’s profit before tax differs from the theoretical amount that would arise using the weighted average tax rate applicable to profits of the combined entities as follows:

	For the period
	from 1 July
	2012 (date of
	establishment)	**Year **	ended
	to 31 December	31 December
	2012	2013		2014
	RMB’000	RMB’000	RMB’000
(Loss)/profit before income tax	(14,601)	754,298	288,922
Income tax calculated at the domestic tax
rates applicable to profits in the respective
countries or regions	(3,650)	168,180	72,231
LAT deduction	—	(12,311)	(73,566)
Tax losses for which no deferred income tax
asset was recognized	3,650	—	82,583
Tax timing differences for which no deferred
income tax assets was recognized	—	—	21,376
Write-back of tax timing difference for which
no deferred income tax assets was
recognized	—	(24,864)	(17,056)
Utilization of tax losses which no deferred
income tax was recognized	—	(670)		—
Withholding tax for distributable profits of
PRC subsidiaries	—	9,858		—
Non-deductible expenses	—	237		379
	—	140,430	85,947

Hong Kong profits tax has been provided at the rate of 16.5% on the estimated assessable profit for the Relevant Periods. Taxation on overseas profits has been calculated on the estimated assessable profit for the year at the rates of taxation prevailing in the countries in which the group operates.

Pursuant to the applicable rules and regulations of British Virgin Islands (“BVI”) and Liberia, the BVI and Liberia entities within the Offshore Target Group are not subject to any income tax in those jurisdictions.

— II-42 —

APPENDIX II ACCOUNTANT’S REPORT OF THE OFFSHORE TARGET GROUP

The income tax provision of the PRC susidiaries of the Offshore Target Group has been calculated at the applicable tax rate of 25% and the estimated assessable profits for the Relevant Periods based on existing legislations, interpretations and practices.

In accordance with the PRC Corporate Income Tax Law, a 10% income tax is levied on dividends declared to foreign equity holders from the enterprises with foreign investments established in the PRC. The Offshore Target Group is therefore liable to the dividend taxes on distributable profits by those subsidiaries established in the PRC in respect of their earnings generated from 1 January 2008.

(b) LAT

PRC LAT is levied at progressive rates ranging from 30% to 60% on the appreciation of land value, being the proceeds of sales of properties less deductible expenditures including lease charges for land use rights and all property development expenditures. LAT is included in the combined income statements as income tax expense.

23 Cash used in operations

For the period from 1 July 2012 (date of establishment) to 31 December 2012 RMB’000 (Loss)/profit before income taxes (14,601) Adjustments for: — Total finance costs — — Amortization of intangible assets — — Depreciation 264 Changes in working capital — Properties under development and completed properties held for sale, net (404,293) — Prepayments (49,766) — Trade and other receivables 84,444 — Advanced proceeds from customers 892,952 — Trade and other payables 27,559 — Amounts due from related companies — — Amounts due to related companies — Cash generated from operating activities 536,559

Year ended 31 December 2013 2014 RMB’000 RMB’000 754,298 288,922 48,048 115,797 17 62 2,260 3,191 1,489,910 2,244,388 50,534 (67,834) (800,743) 477,635 (625,541) 1,033,137 222,814 (64,649) (81,577) (3,912,832) — 1,283,162 1,060,020 1,400,979

— II-43 —

ACCOUNTANT’S REPORT OF THE OFFSHORE TARGET GROUP

APPENDIX II

24 Commitments

• (a) Property development expenditure at the balance sheet date but not yet incurred is as follows:

31 December 2012 2013 RMB’000 RMB’000 Property development expenditure — Contracted but not provided for 528,329 641,179 — Authorized but not contracted 338,977 5,423,660 867,306 6,064,839	2014 RMB’000 289,669 4,608,505
	4,898,174

(b) Operating lease commitments

The future aggregate minimum rental expenses on operating leases in respect of certain office buildings under non-cancellable operating leases contracts are payable in the following periods:

		31 December
	2012	2013	2014
	RMB’000	RMB’000	RMB’000
No later than 1 year	—	1,000	1,000
Later than 1 year and no later than 5 years	—	8,000	6,833
	—	9,000	7,833

25 Contingent liabilities

Guarantee on mortgage facilities

The Offshore Target Group had the following liabilities in respect of financial guarantees on mortgage facilities:

		31 December
	2012	2013	2014
	RMB’000	RMB’000	RMB’000
Guarantees in respect of mortgage facilities
for certain purchasers of the Group’s
property units	517,092	656,474	548,933

— II-44 —

APPENDIX II

ACCOUNTANT’S REPORT OF THE OFFSHORE TARGET GROUP

The project operating entities within the Offshore Target Group have provided guarantees for certain customers’ bank borrowings for their purchases of the Offshore Target Group’s developed properties to secure obligations of such customers for repayments. Such guarantees terminate upon the earlier of (i) the transfer of the real estate ownership certificate to the purchaser which will generally occur within an average period of two to three years from the completion of the guarantee registration; or (ii) the satisfaction of mortgage loans by the purchasers of the properties.

Pursuant to the terms of the guarantees, upon default of mortgage payments by these purchasers, the Offshore Target Group is responsible to repay the outstanding mortgage principal together with accrued interest and penalties owed by the defaulting purchasers to the banks and the Offshore Target Group is entitled to take over the legal title and possession of the related properties. The Offshore Target Group’s guarantee period starts from the date of grant of the mortgage. The directors consider that the likelihood of default of payments by purchasers is minimal.

26 Business combination

(a) Acquisition of Suzhou Yuyuan

As disclosed in Note 1 (b), Suzhou Yuyuan was acquired by the Offshore Target Group from Shanghai Sunac Greentown in October 2013, which was an acquisition under common control. While Suzhou Yuyuan was acquired by Shanghai Sunac Greentown from independent third party in July 2012. The acquisition of Suzhou Yuyuan is deemed as a distribution to the owner of the Offshore Target Group as it exhibited a net liabilities fair value as the date of acquisition.

The fair values of the identifiable assets and liabilities acquired are summarized as follows:

Cash and cash equivalents Property, plant and equipment Properties under development Other receivables and notes receivables Prepayments Trade and other payables Amounts due to related companies Advanced proceeds from customers Borrowings Fair value of net liabilities acquired	RMB’000 147,470 1,904 3,286,000 85,503 47,187 (174,798) (752,545) (596,725) (2,121,000) (77,004)

The fair value of Suzhou Yuyuan was negative and due to a valuation loss recognized at the acquisition date.

— II-45 —

ACCOUNTANT’S REPORT OF THE OFFSHORE TARGET GROUP

APPENDIX II

(b) Acquisition of Elegant Trend

As disclosed in Note 1(b), on 17 July 2013, Sunac Greentown acquired Elegant Trend from an independent third party at a total consideration of RMB7,996.1 million, in which RMB5,676.7 million was for the acquisition of entire equity interest and an aggregate amount of RMB2,319.4 million was to settle the amount due to the original owner and certain payables due by Elegant Trend and its subsidiaries. In respect of the payment of the total consideration for this acquisition, RMB3,277 million was contributed by the shareholders, and RMB4,719 million was financed from external borrowings and shareholders loan.

Details of net assets acquired and goodwill are as follows:

Total consideration Less: Fair value of net assets acquired (Note (i)) Goodwill	RMB’000 7,996,100 (7,975,036) 21,064

(i) The fair value of the identifiable assets and liabilities acquired are summarized as follows:

Cash and cash equivalents Property, plant and equipment Intangible assets Properties under development Completed properties held for sale Deferred income tax assets Other receivables Trade and other payables Current income tax liabilities Deferred income tax liabilities Fair value of total assets acquired	RMB’000 120,424 10,883 50 5,314,000 6,010,000 56,945 88,620 (590,734) (242,071) (2,793,081) 7,975,036

27 Related party transactions

The Offshore Target Group is directly owned by Sunac Greentown during the Relevant Periods. The ultimate controlling party of the Offshore Target Group is the Company.

— II-46 —

APPENDIX II ACCOUNTANT’S REPORT OF THE OFFSHORE TARGET GROUP

• (a) Name and relationship with related parties

Name

Relationship

Shanghai Sunac Greentown

A subsidiary of the Company

Suzhou Greentown Rose Garden Real Estate Development Co., Ltd.

A joint venture of the Compnay

• (“Suzhou Greentown Rose Garden”)

Shanghai Greentown Woods Golf Villas Development Co., Ltd.

An associate of the Company

• (“Shanghai Greentown Woods Golf”)

• (b) Transactions with related parties

In addition to the related party information disclosed elsewhere in the combined financial information, the Offshore Target Group had the following significant transactions entered into the ordinary course of business between the Offshore Target Group and the related companies:

For the period from 1 July 2012 (date of establishment) to 31 December 2012 RMB’000 Cash paid to related companies (245,657) Cash received from related companies — (245,657)	2013 RMB’000 (691,738) 3,573,282 2,881,544	2014 RMB’000 (4,359,700) 1,730,030 (2,629,670)

The directors of the Offshore Target Group are of the view that the related party transactions disclosed above were carried out in the normal course of business and at terms mutually negotiated between the Offshore Target Group and the respective related parties.

(c) Key management compensation

Key management includes directors (executive and non-executive), members of the Executive Committee, the Company Secretary and the Head of Internal Audit. Their compensation has been disclosed in Note 20 of the financial information.

— II-47 —

APPENDIX II

ACCOUNTANT’S REPORT OF THE OFFSHORE TARGET GROUP

(d) Related party balances

31 December 2012 2013 RMB’000 RMB’000 (i) Amount due from related companies Shanghai Sunac Greentown — 689,121 Sunac Greentown — 81,577 Suzhou Greentown Rose Garden 44,157 653 Shanghai Greentown Woods Golf — 2,617 44,157 773,968 31 December 2012 2013 RMB’000 RMB’000 (ii) Amount due to related companies Sunac Greentown — 2,399,758 Shanghai Sunac Greentown 551,045 2,107,315 551,045 4,507,073	2014 RMB’000 4,602,711 81,577 — 2,512
	4,686,800
	2014 RMB’000 2,399,758 3,390,477
	5,790,235

The amounts due to/from related companies are unsecured, interest-free and repayable on demand.

— II-48 —

ACCOUNTANT’S REPORT OF THE OFFSHORE TARGET GROUP

APPENDIX II

28 Financial instruments by category

Loans and receivables Assets as per balance sheet Trade and other receivables Restricted cash Cash and cash equivalents Amounts due from related companies Financial liabilities at amortized costs Liabilities as per balance sheet Borrowings Amounts due to related companies Trade and other payables	31 December 2012 2013 RMB’000 RMB’000 1,059 890,287 2,144 91,362 255,384 805,337 44,157 773,968 2,029,000 3,715,700 551,045 4,507,073 186,144 764,923	2014 RMB’000 412,652 22,653 1,201,429 4,686,800
		3,281,472 5,790,235 647,420

Note: Trade and other payables in this analysis do not include the taxes payables and payroll and welfare payables.

29 Dividends

No dividend has been paid or declared by the entities of the Offshore Target Group in the Relevant Periods.

— II-49 —

APPENDIX II

ACCOUNTANT’S REPORT OF THE OFFSHORE TARGET GROUP

30 Additional disclosure of pre-acquisition financial information for Elegant Trend

As disclosure in Note 26(b), the following information is the extract of balance sheets of Elegant Trend as at 31 December 2012 and 17 July 2013 (date of acquisition):

31 ASSETS Non-current assets Property, plant and equipment Intangible assets Deferred income tax assets Current assets Properties under development Completed properties held for sale Trade and other receivables Restricted cash Cash and cash equivalents Total assets Capital and reserves attributable to equity owners of the companies Combined capital and reserves Retained earnings Total equity	Audited Unaudited December 2012 17 July 2013 RMB’000 RMB’000 9,417 10,883 67 50 44,586 56,945 54,070 67,878 3,203,489 3,203,489 3,997,406 3,997,406 3,801 3,725 11,000 — 11,320 120,424 7,227,016 7,325,044 7,281,086 7,392,922 370,147 1,684,484 1,234,459 1,196,562 1,604,606 2,881,046	Audited Unaudited December 2012 17 July 2013 RMB’000 RMB’000 9,417 10,883 67 50 44,586 56,945 54,070 67,878 3,203,489 3,203,489 3,997,406 3,997,406 3,801 3,725 11,000 — 11,320 120,424 7,227,016 7,325,044 7,281,086 7,392,922 370,147 1,684,484 1,234,459 1,196,562 1,604,606 2,881,046
		67,878
		3,203,489 3,997,406 3,725 — 120,424
		7,325,044
		7,392,922
		1,684,484 1,196,562
		2,881,046

— II-50 —

ACCOUNTANT’S REPORT OF THE OFFSHORE TARGET GROUP

APPENDIX II

31 LIABILITIES Non-current liabilities Deferred income tax liabilities Current liabilities Trade and other payables Current income tax liabilities Amounts due to related companies Borrowings Total liabilities Total equity and liabilities	Audited Unaudited December 2012 17 July 2013 RMB’000 RMB’000 1,359,710 1,359,710 1,202,800 390,734 243,132 242,071 1,520,838 2,519,361 1,350,000 — 4,316,770 3,152,166 5,676,480 4,511,876 7,281,086 7,392,922	Audited Unaudited December 2012 17 July 2013 RMB’000 RMB’000 1,359,710 1,359,710 1,202,800 390,734 243,132 242,071 1,520,838 2,519,361 1,350,000 — 4,316,770 3,152,166 5,676,480 4,511,876 7,281,086 7,392,922
		390,734 242,071 2,519,361 —
		3,152,166
		4,511,876
		7,392,922

31 Events after the balance sheet date

The Offshore Target Group has no significant events subsequent to 31 December 2014.

III Subsequent Financial Statement

No audited financial statements have been prepared by any companies comprising the Offshore Target Group in respect of any period subsequent to 31 December 2014 up to the date of this report.

No dividend or distribution has been declared or made by any companies comprising the Offshore Target Group in respect of any period subsequent to 31 December 2014.

Yours faithfully, PricewaterhouseCoopers

Certified Public Accountants Hong Kong

— II-51 —

MANAGEMENT DISCUSSION AND ANALYSIS OF THE OFFSHORE TARGET GROUP

APPENDIX III

BUSINESS OVERVIEW

The Offshore Target Company is a company incorporated in the BVI, which owns the entire issued capital of a company incorporated in Liberia, which in turn holds the entire issued share capital of Wisdom Collection Group, which in turn holds the entire equity interest in each of the PRC Project Companies. Further details of the property projects engaged by the Offshore Target Company are set out in the section headed “Letter from the Board - Information of the Offshore Target Company” of this circular.

FINANCIAL OVERVIEW

In alignment to the presentation of the financial information of the Offshore Target Group as in Appendix II, management’s financial overview was made on the financial information of the Offshore Target Group since certain companies being set up or acquired by Sunac Greentown. The “year ended 31 December 2012” used in this management discussion and analysis represents the period from 1 July 2012 (date of establishment) to 31 December 2012, unless otherwise stated.

Revenue

The Offshore Target Group recorded a total revenue of RMB3,658.8 million and RMB3,646.7 million for the years ended 31 December 2013 and 2014, which were attributable to the delivery of properties developed by New Richport Property Development Shanghai Co., Ltd. (“Dynasty on the Bund Project”) and Suzhou Greentown Yuyuan Real Estate Development Co., Ltd. (“Suzhou Majestic Mansion Project”) and a one-off transaction of sale of land use right in Fung Seng Estate Development (Shanghai) Co., Ltd.

For the year ended 31 December 2012, the Offshore Target Group did not record any revenue from sales of properties because the Suzhou Majestic Mansion Project was still in the construction stage and the Dynasty on the Bund Project was yet acquired by Sunac Greentown.

The following table sets out certain details of the revenue breakdown:

Year 2012 RMB’000 Revenue Dynasty on the Bund Project — Suzhou Majestic Mansion Project — Sale of land use right — Total — GFA delivered (sq.m.) Dynasty on the Bund Project — Suzhou Majestic Mansion Project — Total —	ended 31 December 2013 2014 RMB’000 RMB’000 841,847 2,737,715 1,930,946 908,998 886,000 — 3,658,793 3,646,713 15,502 44,664 44,517 30,538 60,019 75,202	ended 31 December 2013 2014 RMB’000 RMB’000 841,847 2,737,715 1,930,946 908,998 886,000 — 3,658,793 3,646,713 15,502 44,664 44,517 30,538 60,019 75,202
		3,646,713
		44,664 30,538
		75,202

— III-1 —

MANAGEMENT DISCUSSION AND ANALYSIS OF THE OFFSHORE TARGET GROUP

APPENDIX III

Cost of sales

Cost of sales during the period comprised the costs incurred in relation to direct development activities for the properties delivered during the period, such as land use rights costs, construction costs, capitalized costs and business tax. For the two years ended 31 December 2013 and 2014, the cost of sales of the Offshore Target Group amounted to RMB2,793.1 million and RMB3,113.7 million.

Gross profit

For the two years ended 31 December 2013 and 2014, the gross profit amounted to RMB865.7 million and RMB533.0 million with the gross profit margin of 24% and 15%. The decrease of gross profit margin was due to the one-off transaction of sale of land use right during the year ended 31 December 2013 was with a much higher gross profit margin of 67%.

Selling and marketing costs

The selling and marketing costs of the Offshore Target Group during the years ended 31 December 2012, 2013 and 2014 comprised primarily the advertisement and promotion costs relating to the pre-sale of properties, sales and marketing staff costs, travel expenses, office expenses and other expenses relating to pre-sales and marketing activities. The advertisement and promotion costs were recorded as expenses immediately in the period when they took place.

The selling and marketing costs of the Offshore Target Group amounted to RMB16.1 million, RMB47.7 million and RMB93.2 million for the three years ended 31 December 2012, 2013 and 2014 respectively. The increase from year to year were primarily due to the acquisition of Dynasty on the Bund Project by Sunac Greentown in July 2013, so the Dynasty on the Bund Project hereby only recorded selling and marketing costs for a period less than six months during the year ended 31 December 2013.

Administrative expenses

The administrative expenses of the Offshore Target Group during the period mainly included administrative staff costs, office and travel expenses, consulting expenses, taxes and other general and administrative expenses.

For the three years ended 31 December 2012, 2013 and 2014, the administrative expenses of the Offshore Target Group amounted to RMB2.8 million, RMB21.6 million and RMB32.5 million respectively.

The fluctuations of administrative expenses were mainly due to the acquisition of Dynasty on the Bund Project by Sunac Greentown in July 2013, so the Dynasty on the Bund Project hereby only recorded administrative expenses for a period less than six months during the year ended 31 December 2013.

— III-2 —

MANAGEMENT DISCUSSION AND ANALYSIS OF THE OFFSHORE TARGET GROUP

APPENDIX III

Headcount and policy of employee remuneration

As at 31 December 2013 and 2014, the number of employees in the Offshore Target Group was approximately 105 and 81 respectively.

The Offshore Target Group is required to make contribution to the social insurance contribution scheme, which includes the endowment insurance, medical insurance and unemployment insurance for the employees according to the relevant regulations in the PRC.

Finance costs

Finance costs Interest expenses on Bank borrowings Other borrowings Less: Capitalised finance costs Total	Year ended 31 December 2012 2013 2014 RMB’000 RMB’000 RMB’000 105,075 187,034 232,465 — 105,187 — 105,075 292,221 232,465 (105,075) (244,173) (116,668) — 48,048 115,797

The fluctuations of finance costs during the years were mainly due to the changes of borrowings in line with the funding demands in different stages of the project development and fluctuation of capitalized financial costs during the construction periods.

— III-3 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF THE OFFSHORE TARGET GROUP

Borrowings and collateral

Non-current Secured: Bank borrowings Other borrowings Less: Current portion of long-term borrowings Current Secured: Other borrowings Add: Current portion of long-term borrowings	Year 2012 RMB’000 735,000 494,000 1,229,000 (883,200) 345,800 800,000 883,200 1,683,200 2,029,000	ended 31 December 2013 2014 RMB’000 RMB’000 3,715,700 3,281,472 — — 3,715,700 3,281,472 (425,750) (2,291,472) 3,289,950 990,000 — — 425,750 2,291,472 425,750 2,291,472 3,715,700 3,281,472

The Offshore Target Group’s borrowings of RMB2,029.0 million, RMB3,715.7 million and RMB3,281.5 million as at 31 December 2012, 2013 and 2014 were secured by the Offshore Target Group’s properties under development and completed properties held for sales amounting to RMB3,795.4 million, RMB6,705.0 million and RMB7,501.2 million.

Cash position

As at 31 December 2012, 2013 and 2014, the total balances of cash and cash equivalents and restricted cash of the Offshore Target Group were RMB257.5 million, RMB896.7 million, and RMB1,224.1 million, respectively.

Foreign exchange risk

The Offshore Target Group mainly operates in the PRC. All transactions are principally conducted in RMB and the assets and liabilities are all denominated in RMB. Therefore, it is not exposed to material foreign exchange risk.

— III-4 —

MANAGEMENT DISCUSSION AND ANALYSIS OF THE OFFSHORE TARGET GROUP

APPENDIX III

Interest rate of borrowings

The table below sets out the Offshore Target Group’s exposure to interest rate risks, including the liabilities at carrying amounts (categorized by maturity dates).

		Floating rates			Fixed rates
	Less than	1 to 5		Less than	1 to 5
	1 year	years	Sub-total	1 year	years	Sub-total	Total
	_RMB’ million _	_RMB’ million _	_RMB’ million _	_RMB’ million _	_RMB’ million _	RMB’ million RMB’ million
Borrowings
At 31 December 2012	1,535	—	1,535	148	346	494	2,029
At 31 December 2013	200	1,600	1,800	226	1,690	1,916	3,716
At 31 December 2014	1,580	990	2,570	711	—	711	3,281

The fluctuations in the interest rate between the financial years were mainly due to different sources of borrowings taken out by different projects, which were affected by factors such as profitability of the projects, the market conditions, as well as the timing of the funds.

The Offshore Target Group did not use any interest rate swaps to hedge its exposure against interest rate risk during the three years ended 31 December 2012, 2013 and 2014.

Gearing ratios

Gearing ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings (including current and long-term borrowings) less restricted cash and cash and cash equivalent. Total capital is calculated as total equity plus net debt. As at 31 December 2012, 2013 and 2014, the Offshore Target Group’ gearing ratios were 105%, 44% and 37%, respectively.

The project development of the Offshore Target Group was mainly financed by capital contribution from shareholders and borrowings from banks and non-bank financial institutions. The fluctuations of the gearing ratio during the periods were due to the changes of financing structure in line with different stages of project development.

Contingent liabilities

The Offshore Target Group has provided guarantees for certain customers’ bank borrowings for their purchases of the Offshore Target Group’s developed properties to secure obligations of such customers for repayments. Such guarantees terminate upon the earlier of (i) the transfer of the real estate ownership certificate to the purchaser which will generally occur within an average period of two to three years from the completion of the guarantee registration; or (ii) the satisfaction of mortgage loans by the purchasers of the properties.

As at 31 December 2012, 2013 and 2014, The Offshore Target Group had the contingent liabilities amounting to RMB517.1 million, 656.5 million and 548.9 million in respect of financial guarantees on mortgage facilities.

— III-5 —

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF THE OFFSHORE TARGET GROUP

Material acquisition and disposal

In July 2013, Sunac Greentown acquired Elegant Trend Limited, a company incorporated in the British Virgin Islands, and its wholly owned subsidiaries, namely New Richport Property Development Shanghai Co., Ltd., Fung Seng Estate Development (Shanghai) Co., Ltd. and Everbright Property Development Shanghai Co., Ltd., whose primary business are property development and sales in Shanghai, PRC, from an independent third party at a total consideration of RMB7,996.1 million.

Prospects of the Offshore Target Group

The Offshore Target Group have been engaged in property development in the PRC and will continue to focus on the high-end property strategy, maintaining a fast and steady pace of development with an objective of profit-making.

Future plans for capital assets

The Offshore Target Group will continue to engage in the business of development of real estate properties upon completion of the Transaction. The present properties under development will continue to be developed as planned.

Expected sources of funding

The future operation of the Offshore Target Group will be mainly financed by the proceeds from pre-sale of properties developed by the Offshore Target Group.

— III-6 —

APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

The following is the text of a report on the Onshore Target Group received from Sunac China’s reporting accountant, PricewaterhouseCoopers, Certified Public Accountants, Hong Kong, for the purpose of incorporation in this circular.

==> picture [70 x 47] intentionally omitted <==

11 June 2015

The Directors Sunac China Holdings Limited

Dear Sirs,

We report on the financial information of the real estate property developing business carried on by companies as set out in Note 1(b) of Section II below (the “Onshore Target Group” or “Onshore Target Business”), which comprises the combined balance sheets of the Onshore Target Group as at 31 December 2012, 2013 and 2014, and the combined statements of comprehensive income, the combined statements of changes in equity and the combined cash flow statements of the Onshore Target Group for the period from 1 July 2012 (date of establishment) to 31 December 2012 and each of the years ended 31 December 2013 and 2014 (the “Relevant Periods”) and a summary of significant accounting policies and other explanatory information. This financial information has been prepared by the directors of Sunac China Holdings Limited (“the Company”) and is set out in Sections I to III below for inclusion in Appendix IV to the circular of the Company dated 11 June 2015 (the “Circular”) in connection with the proposed acquisition of the equity interests in the Onshore Target Group.

On 30 December 2014, Tianjin Sunac Ao Cheng Investment Co., Ltd. (“Sunac Ao Cheng”), a wholly owned subsidiary of the Company, and Shanghai Sunac Greentown Investment Holdings Limited (“Shanghai Sunac Greentown”), a 50% owned subsidiary of the Company, entered into an Equity Sale and the Purchase Agreement and a Debt Undertaking Agreement (the “Onshore Target Group Acquisition Agreements”), pursuant to which, Sunac Ao Cheng conditionally agreed to acquire the entire equity interests of the Onshore Target Group held by Shanghai Sunac Greentown and the amounts due by the Onshore Target Group entities to Shanghai Sunac Greentown.

All the companies comprising the Onshore Target Group were incorporated in the People’s Republic of China (“PRC”) with limited liability. The audited financial statements of the companies now comprising the Onshore Target Group as at the date of this report for which there are statutory audit requirements have been prepared in accordance with the relevant accounting principles generally accepted in their places of incorporation. The details of the statutory auditors of these companies are set out in Note 1(b) of Section II.

— IV-1 —

APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

The directors of Shanghai Sunac Greentown, the holding company of the Onshore Target Group entities, are responsible for the preparation of the combined financial statements of the Onshore Target Group for the Relevant Periods that give a true and fair view in accordance with Hong Kong Financial Reporting Standards (“HKFRSs”) issued by the Hong Kong Institute of Certified Public Accountants (the “HKICPA”) (the “Underlying Financial Statements”) and for such internal control as the directors determine is necessary to enable the preparation of the Underlying Financial Statements that are free from material misstatement, whether due to fraud or error. We have audited the Underlying Financial Statements in accordance with Hong Kong Standards on Auditing issued by the HKICPA pursuant to separate terms of engagement with the Company.

The financial information has been prepared based on the Underlying Financial Statements, with no adjustment made thereon and on the basis set out in Note 1(c) of Section II below.

Directors’ Responsibility for the Financial Information

The directors of the Company are responsible for the preparation of the financial information that gives a true and fair view in accordance with the basis of presentation set out in Note 1(c) of Section II below and in accordance with HKFRSs and accounting policies adopted by the Company and its subsidiaries (together, the “Group”) as set out the annual report of the Company for the year ended 31 December 2014.

Reporting Accountant’s Responsibility

Our responsibility is to express an opinion on the financial information and to report our opinion to you. We carried out our procedures in accordance with the Auditing Guideline 3.340 “Prospectuses and the Reporting Accountant” issued by the HKICPA.

Opinion

In our opinion, the financial information gives, for the purpose of this report and presented on the basis set out in Note 1(c) of Section II below, a true and fair view of the combined state affairs of the Onshore Target Group as at 31 December 2012, 2013 and 2014 and of the Onshore Target Group’s combined results and cash flows for the Relevant Periods.

— IV-2 —

APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

I FINANCIAL INFORMATION OF THE ONSHORE TARGET GROUP

The following is the financial information of the Onshore Target Group as at 31 December 2012, 2013 and 2014 and for the period from 1 July 2012 (date of establishment) to 31 December 2012 and each of the years ended 31 December 2013 and 2014 (the “Financial Information”):

COMBINED BALANCE SHEETS

Note ASSETS Non-current assets Property, plant and equipment 6 Intangible assets 7 Investments accounted for using the equity method 8 Deferred income tax assets 9 Prepayments for equity investments 12 Current assets Properties under development 10 Completed properties held for sale 11 Prepayments 12 Amounts due from related companies 33 Trade and other receivables 13 Restricted cash 14 Cash and cash equivalents 15 Total assets	2012 RMB’000 12,960 — 1,160,514 54,732 85,000 1,313,206 15,374,718 3,212,462 378,620 2,238,621 87,623 389,141 1,278,659 22,959,844 24,273,050	31 December 2013 2014 RMB’000 RMB’000 11,530 9,127 35,070 35,070 1,861,920 2,662,875 117,410 139,539 — 944,992 2,025,930 3,791,603 9,391,987 10,250,641 1,485,885 1,014,551 463,664 497,928 6,903,978 9,644,891 109,690 366,496 4,867 260,851 3,510,976 4,956,050 21,871,047 26,991,408 23,896,977 30,783,011	31 December 2013 2014 RMB’000 RMB’000 11,530 9,127 35,070 35,070 1,861,920 2,662,875 117,410 139,539 — 944,992 2,025,930 3,791,603 9,391,987 10,250,641 1,485,885 1,014,551 463,664 497,928 6,903,978 9,644,891 109,690 366,496 4,867 260,851 3,510,976 4,956,050 21,871,047 26,991,408 23,896,977 30,783,011
			3,791,603
			10,250,641 1,014,551 497,928 9,644,891 366,496 260,851 4,956,050
			26,991,408
			30,783,011

— IV-3 —

APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

Note EQUITY Capital and reserves attributable to equity holder of the Onshore Target Group Combined capital and reserves 16 Retained earnings Non-controlling interests Total equity LIABILITIES Non-current liabilities Borrowings 17 Deferred income tax liabilities 9 Current liabilities Trade and other payables 18 Advanced proceeds from customers Amounts due to related companies 33 Current income tax liabilities Borrowings 17 Total liabilities Total equity and liabilities Net current assets Total assets less current liabilities	2012 RMB’000 2,027,452 105,784 2,133,236 844,292 2,977,528 644,702 2,650,552 3,295,254 2,010,627 3,470,041 7,976,254 637,496 3,905,850 18,000,268 21,295,522 24,273,050 4,959,576 6,272,782	31 December 2013 2014 RMB’000 RMB’000 1,932,104 1,957,092 607,445 1,180,356 2,539,549 3,137,448 990,149 979,452 3,529,698 4,116,900 1,870,000 2,844,986 2,630,795 2,526,556 4,500,795 5,371,542 2,705,258 1,340,873 1,998,681 2,699,236 9,838,401 15,370,766 656,337 688,694 667,807 1,195,000 15,866,484 21,294,569 20,367,279 26,666,111 23,896,977 30,783,011 6,004,563 5,696,839 8,030,493 9,488,442	31 December 2013 2014 RMB’000 RMB’000 1,932,104 1,957,092 607,445 1,180,356 2,539,549 3,137,448 990,149 979,452 3,529,698 4,116,900 1,870,000 2,844,986 2,630,795 2,526,556 4,500,795 5,371,542 2,705,258 1,340,873 1,998,681 2,699,236 9,838,401 15,370,766 656,337 688,694 667,807 1,195,000 15,866,484 21,294,569 20,367,279 26,666,111 23,896,977 30,783,011 6,004,563 5,696,839 8,030,493 9,488,442
			3,137,448
			979,452
			4,116,900
			2,844,986 2,526,556
			5,371,542
			1,340,873 2,699,236 15,370,766 688,694 1,195,000
			21,294,569
			26,666,111
			30,783,011
			5,696,839
			9,488,442

— IV-4 —

APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

COMBINED STATEMENTS OF COMPREHENSIVE INCOME

Note For the period from 1 July 2012 (date of establishment) to 31 December 2012 RMB’000 Revenue 2,081,044 Cost of sales 19 (2,101,259) Gross (loss)/profit (20,215) Selling and marketing costs 19 (75,690) Administrative expenses 19 (25,537) Other income and gains 23 237,391 Other expenses and losses 24 (881) Operating profit 115,068 Finance income 25 6,164 Finance costs 25 — Finance costs - net 25 6,164 Share of (loss)/profit of investments accounted for using equity method, net 8 (10,291) Profit before income tax 110,941 Income tax expense 26 40,195 Profit for the period/year 151,136 Total comprehensive income 151,136 Attributable to: Equity owner of the Onshore Target Group 133,236 Non-controlling interests 17,900 151,136

Year ended 31 December 2013 2014 RMB’000 RMB’000 5,181,199 1,914,552 (4,740,941) (1,715,724) 440,258 198,828 (128,453) (86,656) (65,629) (63,617) 447,162 194,614 (611) (3,869) 692,727 239,300 9,835 39,217 — (55,296) 9,835 (16,079) (132,744) 421,301 569,818 644,522 (19,624) (57,320) 550,194 587,202 550,194 587,202 506,054 597,899 44,140 (10,697) 550,194 587,202

— IV-5 —

APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

COMBINED STATEMENTS OF CHANGES IN EQUITY

Owner of the

Onshore Target Group

Note Combined capital and reserves RMB’000 Contribution from equity holder at the establishment 2,000,000 Acquisition of subsidiaries 30(a) — Profit for the period — Statutory reserve 27,452 At 31 December 2012 2,027,452 Profit for the year — Acquisition of a subsidiary 30(b) — Contribution from non-controlling interests — Disposal of subsidiaries 32 — Transactions with non-controlling interests 31 (99,741) Statutory reserve 4,393 At 31 December 2013 1,932,104 Profit/(loss) for the year — Statutory reserve 24,988 At 31 December 2014 1,957,092	Retained earnings RMB’000 — — 133,236 (27,452) 105,784 506,054 — — — — (4,393) 607,445 597,899 (24,988) 1,180,356	Total Non- controlling interests RMB’000 RMB’000 2,000,000 — — 826,392 133,236 17,900 — — 2,133,236 844,292 506,054 44,140 — 238,849 — 4,000 — 78,013 (99,741) (219,145) — — 2,539,549 990,149 597,899 (10,697) — — 3,137,448 979,452	Total equity RMB’000 2,000,000 826,392 151,136 — 2,977,528 550,194 238,849 4,000 78,013 (318,886) — 3,529,698 587,202 — 4,116,900

— IV-6 —

APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

COMBINED CASH FLOW STATEMENTS

Note For the period from 1 July 2012 (date of establishment) to 31 December 2012 RMB’000 Cash flows from operating activities Cash generated from operations 27 3,524,002 Income tax paid (61,715) Net cash generated from operating activities 3,462,287 Cash flows from investing activities Purchases of property, plant and equipment 6 (7,211) Proceeds from disposal of property, plant and equipment 1 Investments in joint ventures and associates (847,700) Net cash impact on business combination 30(a) (5,679,050) Prepayment for acquisition of equity interests 12 (85,000) Interest received from joint ventures and associates — Collection of loans from joint ventures and associates — Loans to joint ventures and associates (788,727) Proceed from disposal of a subsidiary, net — Net cash used in investing activities (7,407,687)

Year ended 31 December 2013 2014 RMB’000 RMB’000 3,640,729 4,133,270 (224,762) (94,091) 3,415,967 4,039,179 (3,615) (1,601) 648 230 (1,005,200) (331,054) (39,029) — — (944,992) 11,387 111,830 788,727 — (1,459,139) (2,369,869) (49,011) — (1,755,232) (3,535,456)

— IV-7 —

APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

Note For the period from 1 July 2012 (date of establishment) to 31 December 2012 RMB’000 Cash flows from financing activities Proceeds from contributions from non-controlling interests — Proceeds from borrowings 3,314,807 Repayments of borrowings (3,867,905) Contribution from equity holders 2,000,000 Loan from equity holders 4,040,744 Interests paid (236,261) Restricted cash guaranteed for bank borrowings 14 (27,326) Transactions with non-controlling interests 31 — Net cash generated from financing activities 5,224,059 Net increase in cash and cash equivalents 1,278,659 Cash and cash equivalents at beginning of period/year N/A Cash and cash equivalents at end of period/year 15 1,278,659

Year ended 31 December 2013 2014 RMB’000 RMB’000 4,000 — 3,995,800 3,410,214 (2,772,745) (1,911,808) — — — — (324,787) (365,503) 20,347 (191,552) (351,033) — 571,582 941,351 2,232,317 1,445,074 1,278,659 3,510,976 3,510,976 4,956,050

— IV-8 —

APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

II NOTES TO THE FINANCIAL INFORMATION

1 General information

• (a) General

According to the Onshore Target Group Acquisition Agreements entered into on 30 December 2014, Sunac Ao Cheng conditionally agreed to acquire and Shanghai Sunac Greentown conditionally agreed to sell the entire equity interests in the Onshore Target Group entities held by Shanghai Sunac Greentown, as detailed in Note 1(b) below, are principally engaged in real estate property development business in the PRC.

On 1 July 2012, pursuant to a Cooperation Framework Agreement entered into by a wholly owned subsidiary of the Company and Greentown Real Estate Group Co., Ltd (“Greentown Real Estate”), a third party of the Company, the Company, through its subsidiary, effectively acquired 50% of the interests held by Greentown Real Estate in eight property development companies (“Shanghai Projects”) at a total consideration of RMB6,040.7 million, in which RMB2,428.3 million was for the acquisition of entire equity interest and an aggregate amount of RMB3,612.4 million was to settle the amount due to the original owner and certain payables due by Shanghai projects. The fund for the consideration was from the capital contribution of the Onshore Target Group amounted to RMB2,000 million and borrowings totaling RMB4,040.7 million from the equity owners of Shanghai Sunac Greentown respectively on pro rata basis. As a result of the transaction, six of the eight companies became subsidiaries of the Company and the remaining two companies became one joint venture and one associate of the Company respectively. This acquisition constituted the initial establishment of the Onshore Target Group, which is currently held by Shanghai Sunac Greentown, a 50% owned subsidiary of the Company. Therefore, 1 July 2012 was regarded as the date of establishment of the Onshore Target Group. Details of this acquisition is disclosed in Note 30(a).

(b) Companies comprising the Onshore Target Group

Details of the companies omprising the Onshore Target Group as at 31 December 2012, 2013 and 2014 are as follows:

			Registered
	Place of	Date of	capital (RMB		**Equity interests **		**held by **	**the Onshore **	Target Group
Name of company	incorporation	incorporation	million)	Principal activities	31 December 2012		31 December 2013		**31 December **		2014
					Direct	Indirect	Direct	Indirect	Direct	Indirect
Subsidiaries:
Shanghai Huazhe Bund Real Estate Co., Ltd.	Shanghai, the	26 September	50	Real estate property	51%	—	51%	—	51%		—
(“Shanghai Huazhe”)	PRC	2002		development
Shanghai Lvshun Real Estate Development	Shanghai, the	29 January 2010	1,000	Real estate property	100%	—	100%	—	100%		—
Co., Ltd. (“Shanghai Lvshun”)	PRC			development
Shanghai Ronglv Ruijiang Real Estate Co.,	Shanghai, the	28 August 2014	50	Real estate property	NA	NA	NA	NA	49%		—
Ltd. (“Shanghai Ronglv Ruijiang”)	PRC			development
Suzhou Ronglv Investment Limited	Suzhou, the	22 August 2013	10	Real estate property	NA	NA	100%	—	100%		—
(“Suzhou Ronglv”)	PRC			development
Suzhou Ronglv Fanting Real Estate Co., Ltd.	Suzhou, the	5 December	50	Real estate property	NA	NA	NA	NA	100%		—
(“Suzhou Ronglv Fanting”)	PRC	2014		development
Wuxi Greentown Real Estate Development Co.,	Wuxi, the PRC	6 December	102	Real estate property	85%	—	85%	—	91.25%		—
Ltd. (“Wuxi Greentown”)		2007		development

— IV-9 —

APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

			Registered
	Place of	Date of	capital (RMB		**Equity interests **		**held by **	**the Onshore **	Target Group
Name of company	incorporation	incorporation	million)	Principal activities	31 December 2012		31 December 2013		**31 December **		2014
					Direct	Indirect	Direct	Indirect	Direct	Indirect
Tianjin Yijun Investment Co., Ltd.	Tianjin, the PRC	11 January 2008	10	Real estate property	80%	—	80%	—	80%		—
(“Tianjin Yijun”)				development
Changzhou Greentown Real Estate Co., Ltd.	Changzhou, the	1 November	837.5	Real estate property	37%	—	97%	—	97%		—
(“Changzhou Greentown”)	PRC	2010		development
Shanghai Mingxiang Property Management	Shanghai, the	1 January 2014	5	Equity investment	NA	NA	NA	NA	NA		NA
Co., Ltd. (“Shanghai Mingxiang”)<1>	PRC
Shanghai Ronglv Dingsheng Property	Shanghai, the	18 June 2014	5	Equity investment	NA	NA	NA	NA	NA		NA
Management Co., Ltd.	PRC
(“Shanghai Ronglv Dingsheng”)<2>
Suzhou Greentown Yuyuan Real Estate	Suzhou, the	22 December	250	Real estate property	100%	—	NA	NA	NA		NA
Development Co., Ltd.	PRC	2009		development
(“Suzhou Yuyuan”)<4>
Joint ventures:
Shanghai Poly Hongrong Real Estate Co., Ltd.	Shanghai, the	5 November	2,000	Real estate property	NA	NA	49%	—	49%		—
(“Shanghai Poly”)	PRC	2012		development
Shanghai Haochuan Property Co., Ltd.	Shanghai, the	18 December	50	Real estate property	NA	NA	60.2%	—	60.2%		—
(“Shanghai Haochuan”)	PRC	2002		development
Shanghai Ronglv Qiwei Real Estate Co., Ltd.	Shanghai, the	23 August 2013	410	Real estate property	NA	NA	51%	—	51%		—
(“Shanghai Ronglv Qiwei”)	PRC			development
Shanghai Ronglv Huiyi Real Estate Co., Ltd.	Shanghai, the	2 April 2014	204.08	Real estate property	NA	NA	NA	NA	51%		—
(“Shanghai Ronglv Huiyi”)	PRC			development
Shanghai Tongrui Real Estate Development	Shanghai, the	18 September	15	Real estate property	NA	NA	NA	NA	50%		—
Co., Ltd. (“Shanghai Tongrui”)	PRC	2002		development
Shanghai Long Xiang Real Estate Development	Shanghai, the	27 June 2013	30	Real estate property	NA	NA	—	50%	—		50%
Co., Ltd. (“Shanghai Longxiang”)<3>	PRC			development
Suzhou Greentown Rose Garden Real Estate	Suzhou, the	7 December	360	Real estate property	66.7%	—	56.7%	—	56.7%		—
Development Co., Ltd.	PRC	2009		development
(“Suzhou Rose Garden”)
Associates:
Wuxi Taihu Greentown Real Estate Co., Ltd.	Wuxi, the PRC	25 January 2010	300	Real estate property	39%	—	39%	—	39%		—
(“Wuxi Taihu”)				development
Shanghai Gezhouba Greentown Sunac Real	Shanghai, the	29 August 2012	100	Real estate property	—	49%	—	49%	—		49%
Estate Co., Ltd. (“Shanghai Gezhouba”)<3>	PRC			development

<1> Shanghai Mingxiang was incorporated under the Onshore Target Group in year 2014 and disposed to other subsidiary of the Company in the same year as disclosed in Note 32(f), so there is no equity interest held by the Onshore Target Group as at 31 December 2014.

<2> Shanghai Ronglv Dingsheng was incorporated under the Onshore Target Group in year 2013 and disposed to other subsidiary of the Company in the same year, so there is no equity interests held by the Onshore Target Group as at 31 December 2013 and 2014.

<3> Shanghai Gezhouba and Shanghai Longxiang are the associate and joint venture directly owned by Shanghai Lvshun, which is a directly wholly owned subsidiary of Onshore Target Group.

<4> As disclosed in Note 1(a), on 1 July 2012, the Company, through its subsidiary, effectively acquired 50% of the interests held by Greentown Real Estate in Shanghai projects. Suzhou Yuyuan is one of the property development companies in Shanghai projects. Upon the completion of the acquisition, Suzhou Yuyuan became a subsidiary of the Onshore Target Group.

In October 2013, Suzhou Yuyuan was disposed by the Onshore Target Group to the Offshore Target Group and became one of the companies comprising the Offshore Target Group. Details of this transaction are disclosed in Note 32(b).

— IV-10 —

APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

All entities now comprising the Onshore Target Group are limited liability companies and have adopted 31 December as their financial year end date.

The names of statutory auditors of the companies now comprising the Onshore Target Group for the Relevant Periods is as follows:

Name of company	2012	2013	2014
Shanghai Huazhe	Shanghai Shenwei	Shanghai Shenwei	Shanghai Shenwei
	Certified Public	Certified Public	Certified Public
	Accountants	Accountants	Accountants
	上海申威聯合會計師	上海申威聯合會計師	上海申威聯合會計師
	事務所	事務所	事務所
Shanghai Lvshun	Shanghai Shenwei	Shanghai Shenwei	Shanghai Shenwei
	Certified Public	Certified Public	Certified Public
	Accountants	Accountants	Accountants
	上海申威聯合會計師	上海申威聯合會計師	上海申威聯合會計師
	事務所	事務所	事務所
Suzhou Rose Garden	Jiangsu Xingzhongda	Jiangsu Xingzhongda	Jiangsu Xingzhongda
	CPAs Co., Ltd.	CPAs Co., Ltd.	CPAs Co., Ltd.
	江蘇新中大會計師事	江蘇新中大會計師事	江蘇新中大會計師事
	務所有限公司	務所有限公司	務所有限公司
Wuxi Taihu	Wuxi Zhongzheng	Wuxi Zhongzheng	Wuxi Zhongzheng
	CPAs Co., Ltd.	CPAs Co., Ltd.	CPAs Co., Ltd.
	無錫中證會計師事務	無錫中證會計師事務	無錫中證會計師事務
	所有限公司	所有限公司	所有限公司
Wuxi Greentown	Wuxi Zhongzheng	Wuxi Zhongzheng	Wuxi Zhongzheng
	CPAs Co., Ltd.	CPAs Co., Ltd.	CPAs Co., Ltd.
	無錫中證會計師事務	無錫中證會計師事務	無錫中證會計師事務
	所有限公司	所有限公司	所有限公司
Tianjin Yijun	Tianjin Yuexin	Tianjin Yuexin	Tianjin Yuexin
	Huawei Certified	Huawei Certified	Huawei Certified
	Public Accountants	Public Accountants	Public Accountants
	天津岳信華惟會計師	天津岳信華惟會計師	天津岳信華惟會計師
	事務所	事務所	事務所
Changzhou Greentown	Jiangsu Suya	Changzhou Jiahao	Jiangsu Suya
	Jincheng CPAs Co.,	C.P.A Partnership	Jincheng CPAs Co.,
	Ltd. 江蘇蘇亞金誠會	常州嘉浩聯合會計師	Ltd. 江蘇蘇亞金誠會
	計師事務所有限公司	事務所	計師事務所有限公司
Shanghai Poly	BDO China Shu Lun	BDO China Shu Lun	BDO China Shu Lun
	Pan Certified Public	Pan Certified Public	Pan Certified Public
	Accountants LLP	Accountants LLP	Accountants LLP
	立信會計師事務所(特	立信會計師事務所(特	立信會計師事務所(特
	殊普通合伙)	殊普通合伙)	殊普通合伙)

— IV-11 —

APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

Name of company	2012	2013	2014
Shanghai Haochuan	ZhongHui Certified	ZhongHui Certified	ZhongHui Certified
	Public Accountants	Public Accountants	Public Accountants
	Co., Ltd	Co., Ltd	Co., Ltd
	中匯會計師事務所(特	中匯會計師事務所(特	中匯會計師事務所(特
	殊普通合夥)	殊普通合夥)	殊普通合夥)
Shanghai Ronglv Qiwei	Not applicable	Shanghai Haixia	Shanghai Haixia
		CPAs Co., Ltd.	CPAs Co., Ltd.
		上海海峽會計師事務	上海海峽會計師事務
		所有限公司	所有限公司
Shanghai Ronglv Huiyi	Not applicable	Not applicable	Shanghai Ruitong
			Certified Public
			Accountants
			上海瑞通會計師事務
			所
Shanghai Tongrui	Zhonghua Certified	Zhonghua Certified	Zhonghua Certified
	Public Accountants	Public Accountants	Public Accountants
	LLP 眾華會計師事務	LLP 眾華會計師事務	LLP 眾華會計師事務
	所(特殊普通合夥)	所(特殊普通合夥)	所(特殊普通合夥)
Shanghai Ronglv Ruijiang	Not applicable	Not applicable	CHW CPA Limited
			Liability Partnership
			中審華寅五洲會計師
			事務所(特殊普通合
			夥)
Suzhou Ronglv	Not applicable	Suzhou Xincheng	Suzhou Xincheng
		CPAs Co., Ltd.	CPAs Co., Ltd.
		蘇州鑫城會計師事務	蘇州鑫城會計師事務
		所有限公司	所有限公司
Suzhou Ronglv Fanting	Not applicable	Not applicable	Not applicable
Suzhou Yuyuan	Jiangsu Xingzhongda	Jiangsu Xingzhongda	Jiangsu Xingzhongda
	CPAs Co., Ltd.	CPAs Co., Ltd.	CPAs Co., Ltd.
	江蘇新中大會計師事	江蘇新中大會計師事	江蘇新中大會計師事
	務所有限公司	務所有限公司	務所有限公司
Shanghai Ronglv	Not applicable	Zhongshen Huayan	Zhongshen Huayan
Dingsheng		Wuzhou CPAs LLP	Wuzhou CPAs LLP
		中審華寅五洲會計師	中審華寅五洲會計師
		事務所(特殊普通合	事務所(特殊普通合
		夥)	夥)
Shanghai Mingxiang	Not applicable	Not applicable	Zhongshen Huayan
			Wuzhou CPAs LLP
			中審華寅五洲會計師
			事務所(特殊普通合
			夥)

— IV-12 —

APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

Name of company	2012	2013	2014
Shanghai Gezhouba	Shanghai	Shanghai	Shanghai
	Hugangjinmao CPAs	Hugangjinmao CPAs	Hugangjinmao CPAs
	Co., Ltd.	Co., Ltd.	Co., Ltd.
	上海滬港金茂會計師	上海滬港金茂會計師	上海滬港金茂會計師
	事務所有限公司	事務所有限公司	事務所有限公司
Shanghai Longxiang	Shanghai	Shanghai	Shanghai
	Hugangjinmao CPAs	Hugangjinmao CPAs	Hugangjinmao CPAs
	Co., Ltd.	Co., Ltd.	Co., Ltd.
	上海滬港金茂會計師	上海滬港金茂會計師	上海滬港金茂會計師
	事務所有限公司	事務所有限公司	事務所有限公司

The English names of the statutory auditors referred to in this report represent management’s best effort at translating the Chinese names as no English names have been registered for these auditors.

(c) Basis of presentation

The Onshore Target Group is owned and controlled by the Company and was managed by Shanghai Sunac Greentown’s management team as one business (the “Business”) throughout the Relevant Periods, for the purpose of this report, the Financial Information has been presented on a combined basis. Assets and liabilities relating to the Business are recorded in the companies set out in Note 1(a), and also in Shanghai Sunac Greentown which are directly attributable to the Business, have been included in the Financial Information according to HKFRS. The Financial Information has been prepared to present combined balance sheets as at 31 December 2012, 2013 and 2014 the combined statements of comprehensive income, the combined statements of changes in equity and the combined statements of cash flows of the Onshore Target Group for the Relevant Periods as if the current structure had been in existence since 1 July 2012 (date of establishment) or if later, the respective dates of incorporation of the companies comprising the Onshore Target Group or when they became controlled by the Company.

The assets and liabilities relating to the Business recorded in Shanghai Sunac Greentown and included in this Financial Information are not parts of the transaction scope of the “Onshore Target Group Acquisition Agreement”, which primarily included certain borrowings to finance the Business and amounted to net liabilities of RMB973 million, RMB1,843 million and RMB2,303 million as at 31 December 2012, 2013 and 2014, respectively.

2 Summary of significant accounting policies

The principal accounting policies applied in the preparation of the Financial Information are set out below. These policies have been consistently applied to the Relevant Periods, unless otherwise stated.

— IV-13 —

APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

2.1 Basis of preparation

The combined financial statements of the Onshore Target Group have been prepared in accordance with the HKFRSs. The combined financial statements have been prepared under the historical cost convention. For acquisitions during the Relevant Periods, the amounting policies as disclosed in Note 2.2.1 are adopted.

The combined financial statements are prepared in accordance with the applicable requirements of the predecessor Companies Ordinance (Cap. 32) for the Relevant Periods.

The preparation of financial statements in conformity with the HKFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Onshore Target Group’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the combined financial statements are disclosed in Note 5.

2.1.1 Changes in accounting policy and disclosures

(a) New standards and interpretations not yet adopted

A number of new standards and amendments to standards and interpretations are effective for annual periods beginning after 1 January 2014, and have not been applied in preparing this combined financial statement.

• (I) Changes effective for annual periods beginning on or after 1 July 2014

Amendment to HKAS19 regarding defined benefit plans Annual improvements 2012 Annual improvements 2013

• (II) Changes effective for annual periods beginning on or after 1 January 2016

HKFRS 14 “Regulatory Deferral Accounts”

Amendment to HKFRS 11 on accounting for acquisitions of interests in joint operation Amendments to HKAS 16 and HKAS 38 on clarification of acceptable methods of depreciation and amortization.

Annual improvements 2014

• (III) Changes effective for annual periods beginning on or after 1 January 2017

HKFRS15 “Revenue from Contracts with Customers”

— IV-14 —

APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

• (IV) Changes effective for annual periods beginning on or after 1 January 2018

HKFRS 9 “Financial Instruments”

None of these is expected to have a significant effect on the consolidated financial statements of the Group, except the following set out below:

HKFRS 15, ‘Revenue from contracts with customers’ deals with revenue recognition and establishes principles for reporting useful information to users of financial statements about the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. Revenue is recognized when a customer obtains control of a good or service and thus has the ability to direct the use and obtain the benefits from the good or service. The standard replaces HKAS 18 ‘Revenue’ and HKAS 11 ‘Construction contracts’ and related interpretations. The standard is effective for annual periods beginning on or after 1 January 2017 and earlier application is permitted. The group is assessing the impact of HKAS 15.

There are no other HKFRSs or HK (IFRIC) interpretations that are not yet effective that would be expected to have a material impact on the group.

(b) New Hong Kong Companies Ordinance (Cap. 622)

In addition, the requirements of Part 9 “Accounts and Audit” of the new Hong Kong Companies Ordinance (Cap. 622) come into operation as from the Company’s first financial year commencing on or after 3 March 2014 in accordance with section 358 of that Ordinance. The group is in the process of making an assessment of expected impact of the changes in the Companies Ordinance on the combined financial statements in the period of initial application of Part 9 of the new Hong Kong Companies Ordinance (Cap. 622). So far it has concluded that the impact is unlikely to be significant and only the presentation and the disclosure of information in the combined financial statements will be affected.

2.2 Subsidiaries

2.2.1 Consolidation

A subsidiary is an entity (including a structured entity) over which the management team of the Onshore Target Group has control. The management team controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the management team of the Onshore Target Group. They are de-combined from the date that control ceases.

(a) Under common control combinations

The financial statements have been prepared using the principles of merger accounting, as described in Hong Kong Accounting Guideline 5 “Merger Accounting for Common Control Combinations” issued by the Hong Kong Institute of Certified Public Accountants (the “HKICPA”).

— IV-15 —

APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

(b) Other combinations

The Onshore Target Group applies the acquisition method to account for business combinations except for those under common control by the Company. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Onshore Target Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date.

The Onshore Target Group recognizes any non-controlling interest in the acquiree on an acquisition-by-acquisition basis, either at fair value or at the non-controlling interest’s proportionate share of the recognized amounts of acquiree’s identifiable net assets.

Acquisition related costs are expensed as incurred.

If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held equity interest in the acquiree is re-measured to fair value at the acquisition date; any gains or losses arising from such re-measurement are recognized in profit or loss.

Any contingent consideration to be transferred by the Onshore Target Group is recognized at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability is recognized in accordance with HKAS 39 either in profit or loss or as a change to other comprehensive income. Contingent consideration that is classified as equity is not remeasured, and its subsequent settlement is accounted for within equity.

The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired is recorded as goodwill. If the total of consideration transferred, non-controlling interest recognized and previously held interest measured is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognized directly in the income statement

Intra-group transactions, balances and unrealized gains on transactions between group companies are eliminated. Unrealized losses are also eliminated. When necessary, amounts reported by subsidiaries have been adjusted to conform with the Onshore Target Group’s accounting policies.

(c) Disposal of subsidiaries

When the Onshore Target Group ceases to have control, any retained interest in the entity is re-measured to its fair value at the date when control is lost, with the change in carrying amount recognized in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint ventures or financial asset. In addition, any amounts previously recognized in other comprehensive income in respect of that entity are accounted for as if the Onshore Target Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognized in other comprehensive income are reclassified to profit or loss.

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APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

(d) Changes in ownership interests in subsidiaries without change of control

Transactions with non-controlling interests that do not result in a loss of control are accounted for as equity transactions — that is, as transactions with the owners of the subsidiary in their capacity as owners. The difference between fair value of any consideration paid and the relevant share acquired of the carrying amount of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.

2.3 Associates

An associate is an entity over which the group has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting. Under the equity method, the investment is initially recognized at cost, and the carrying amount is increased or decreased to recognize the investor’s share of the profit or loss of the investee after the date of acquisition. The group’s investments in associates include goodwill identified on acquisition. Upon the acquisition of the ownership interest in an associate, any difference between the cost of the associate and the group’s share of the net fair value of the associate’s identifiable assets and liabilities is accounted for as goodwill.

If the ownership interest in an associate is reduced but significant influence is retained, only a proportionate share of the amounts previously recognized in other comprehensive income is reclassified to profit or loss where appropriate.

The Onshore Target Group’s share of post-acquisition profit or loss is recognized in the income statement, and its share of post-acquisition movements in other comprehensive income is recognized in other comprehensive income with a corresponding adjustment to the carrying amount of the investment. When the Group’s share of losses in an associate equals or exceeds its interest in the associates, including any other unsecured receivables, the Onshore Target Group does not recognize further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associates.

The Onshore Target Group determines at each reporting date whether there is any objective evidence that the investment in the associates is impaired. If this is the case, the Onshore Target Group calculates the amount of impairment as the difference between the recoverable amount of the associates and its carrying value and recognizes the amount adjacent to “share of profit investments accounted for using equity method” in profit or loss.

Profits and losses resulting from upstream and downstream transactions between the Onshore Target Group and its associates are recognized in the Onshore Target Group’s financial statements only to the extent of unrelated investor’s interests in the associates. Unrealized losses are eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the Onshore Target Group.

Gain or losses on dilution of equity interest in associates are recognized in profit or loss.

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APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

2.4 Joint arrangements

The Onshore Target Group has applied HKFRS 11 to all joint arrangements. Under HKFRS 11 investments in joint arrangements are classified as either joint operations or joint ventures depending on the contractual rights and obligations each investor. The Onshore Target Group has assessed the nature of its joint arrangements and determined them to be joint ventures. Joint ventures are accounted for using the equity method.

Under the equity method of accounting, interests in joint ventures are initially recognized at cost and adjusted thereafter to recognize the Onshore Target Group’s share of the post-acquisition profits or losses and movements in other comprehensive income. The Onshore Target Group’s investments in joint ventures include goodwill identified on acquisition. Upon the acquisition of the ownership interest in a joint venture, any difference between the cost of the joint venture and the group’s share of the net fair value of the joint venture’s identifiable assets and liabilities is accounted for as goodwill. When the Onshore Target Group’s share of losses in a joint venture equals or exceeds its interests in the joint ventures (which includes any long-term interests that, in substance, form part of the group’s net investment in the joint ventures), the Onshore Target Group does not recognize further losses, unless it has incurred obligations or made payments on behalf of the joint ventures.

2.5 Foreign currency translation

(a) Functional and presentation currency

Items included in the financial statements of each of the Onshore Target Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). Since all assets and operations of the Onshore Target Group are located in the PRC, the combined financial statements are presented in Renminbi (“RMB”), which is the Onshore Target Group’s functional and presentation currency.

(b) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the combined income statement, except when deferred in equity as qualifying cash flow hedges and qualifying net investment hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the income statement within “finance income or cost”. All other foreign exchange gains and losses are presented in profit or loss as other gains and losses.

2.6 Property, plant and equipment

Property, plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

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APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, only when it is probable that future economic benefits associated with the item will flow to the Onshore Target Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. All other repairs and maintenance are charged to the profit or loss during the year in which they are incurred.

Depreciation on property, plant and equipment is calculated using the straight-line method to allocate their cost to their residual values over their estimated useful lives, as follows:

Vehicles 5 years Leasehold improvements Shorter of 5 years or the lease periods Furniture and office equipment 5 years

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognized in profit or loss as other gains or losses.

2.7 Goodwill

Goodwill arises on the acquisition of subsidiaries represents the excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the identified net assets acquired.

For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of CGUs, or groups of CGUs, that is expected to benefit from the synergies of the combination. Each unit or group of units to which the goodwill is allocated represents the lowest level within the entity at which the goodwill is monitored for internal management purposes. Goodwill is monitored at the operating segment level.

Goodwill impairment reviews are undertaken annually or more frequently if events or changes in circumstances indicate a potential impairment. The carrying value of the CGU containing the goodwill is compared to the recoverable amount, which is the higher of value in use and the fair value less costs to disposal. Any impairment is recognized immediately as an expense and is not subsequently reversed.

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APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

2.8 Intangible assets

Computer software

Costs of the purchases of computer software are recognized as intangible assets and are amortized over the shorter of their estimated useful lives at five years.

2.9 Land use rights

All land in the PRC is state-owned and no individual land ownership right exists. The Onshore Target Group acquired the rights to use certain land and the premiums paid for such rights are recorded as land use rights.

Land use rights which are used for property development for sales are transferred to properties under development upon commencement of development and are measured at lower of cost and net realizable value.

2.10 Impairment of non-financial assets

Assets that are subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Non-financial assets other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at each reporting date.

2.11 Financial assets

2.11.1 Classification

The Onshore Target Group’s financial assets are loans and receivables. Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for the amounts that are settled or expected to be settled than 12 months after the end of the reporting period. These are classified as non-current assets. The Onshore Target Group’s loans and receivables comprise trade and other receivables, amounts due from related companies, restricted cash and cash and cash equivalent in the balance sheet.

2.11.2 Recognition and measurement

Regular way purchases and sales of financial assets are recognized on the trade date — the date on which the Onshore Target Group commits to purchase or sell the asset. Investments are initially recognized at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Financial assets carried at fair value through profit or loss is initially recognized at fair

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APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

value, and transaction costs are expensed in the income statement. Financial assets are derecognized when the rights to receive cash flows from the investments have expired or have been transferred and the Onshore Target Group has transferred substantially all risks and rewards of ownership. Loans and receivables are subsequently carried at amortized cost using the effective interest method.

2.11.3 Offsetting financial instruments

Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously.

2.12 Impairment of financial assets carried at amortized cost

The Onshore Target Group assesses at the end of each year whether there is objective evidence that a financial asset or group of financial assets is impaired. A financial asset or a group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a “loss event”) and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated.

Evidence of impairment may include indications that the debtors or a group of debtors is experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganization, and where observable data indicate that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults.

For loans and receivables category, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate. The carrying amount of the asset is reduced and the amount of the loss is recognized in the combined income statement. If a loan or held- to-maturity investment has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. As a practical expedient, the group may measure impairment on the basis of an instrument’s fair value using an observable market price.

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized (such as an improvement in the debtor’s credit rating), the reversal of the previously recognized impairment loss is recognized in profit or loss.

2.13 Properties under development

Properties under development are stated at the lower of cost and net realizable value. Net realizable value takes into account the price ultimately expected to be realized, less applicable variable selling expenses and anticipated cost to completion.

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APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

Development cost of property comprises construction costs, land use rights cost, capitalized borrowing costs and professional fees incurred during the development period. On completion, the properties are transferred to completed properties held for sale.

2.14 Completed properties held for sale

Completed properties remaining unsold as at the balance sheet dates are stated at the lower of cost and net realizable value.

Cost comprises development costs attributable to the unsold properties.

Net realizable value is determined by reference to the sale proceeds of properties sold in the ordinary course of business, less applicable variable selling expenses, or by management estimates based on prevailing marketing conditions.

2.15 Trade and other receivables

Trade receivables are amounts due from customers for properties sold or services performed in the ordinary course of business. If collection of trade and other receivables is expected in one year or less (or in the normal operating cycle of the business if longer), they are classified as current assets. If not, they are presented as non-current assets.

Trade and other receivables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method, less provision for impairment.

2.16 Restricted cash

Restricted cash mainly includes guarantee deposits for the Onshore Target Group’s bank loans. For the guarantee deposits for bank loans, the restrictions are released when the Group repays the bank loans.

2.17 Cash and cash equivalents

In the combined statement of cash flows, cash and cash equivalents includes cash in hand, deposits held at call with banks.

2.18 Trade and other payables

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.

Trade payables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method.

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APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

2.19 Borrowings

Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in the income statement over the period of the borrowings using the effective interest method.

Fees paid on the establishment of loan facilities are recognized as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalized as a pre-payment for liquidity services and amortized over the period of the facility to which it relates.

Borrowings are classified as current liabilities unless the Onshore Target Group has an unconditional right to defer settlement of the liability for at least 12 months after the end of the Relevant periods.

2.20 Borrowing costs

General and specific borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.

All other borrowing costs are recognized in profit or loss in the period in which they are incurred.

2.21 Current and deferred income tax

The tax expense for the period comprises current and deferred tax. Tax is recognized in the income statement.

(a) Current income tax

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the company’s subsidiaries and associates operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

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APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

(b) Deferred income tax

Inside basis differences

Deferred income tax is recognized, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the combined financial statements. However, deferred tax liabilities are not recognized if they arise from the initial recognition of goodwill, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled.

Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized.

Outside basis differences

Deferred income tax liabilities are provided on temporary differences arising on investments in subsidiaries and associates, except for deferred income tax liability where the timing of the reversal of the temporary difference is controlled by the Onshore Target Group and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred income tax assets are recognized on deductible temporary differences arising from investments in subsidiaries only to the extent that it is probable the temporary difference will reverse in the future and there is sufficient taxable profit available against which the temporary difference can be utilized.

(c) Offsetting

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes assets and liabilities relate to income taxes levied by the same taxation authority on either the taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

2.22 Employee benefits

(a) Employee leave entitlement

Employee entitlements to annual leave are recognized when they accrue to employees. A provision is made for the estimated liability for annual leave as a result of services rendered by employees up to the balance sheet date.

Employee entitlements to sick leave and maternity leave are not recognized until the time of leave.

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APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

(b) Retirement benefits

In accordance with the rules and regulations in the PRC, the PRC based employees of the Onshore Target Group participate in various defined contribution retirement benefit plans organized by the relevant municipal and provincial governments in the PRC under which the Onshore Target Group and the PRC based employees are required to make monthly contributions to these plans calculated as a percentage of the employees’ salaries.

The municipal and provincial governments undertake to assume the retirement benefit obligations of all existing and future retired PRC based employees’ payable under the plans described above. Other than the monthly contributions, the Onshore Target Group has no further obligation for the payment of retirement and other post-retirement benefits of its employees. The assets of these plans are held separately from those of the Onshore Target Group in independently administrated funds managed by the governments.

2.23 Provisions

Provisions for restructuring costs and legal claims are recognized when: the Onshore Target Group has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. Provisions are not recognized for future operating losses.

Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognized even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.

Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessment of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognized as interest expense.

2.24 Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable, and represents amounts receivable for goods supplied, stated net of discounts returns and value added taxes. The Onshore Target Group recognizes revenue when the amount of revenue can be reliably measured; when it is probable that future economic benefits will flow to the entity; and when specific criteria have been met for each of the Onshore Target Group’s activities, as described below. The Onshore Target Group bases its estimates of return on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement.

(a) Sales of properties

Revenue from sales of properties is recognized when the risks and rewards of properties are transferred to the purchasers, which is when the construction of relevant properties has been

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APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

completed and the properties have been delivered to the purchasers and recoverability of related receivables is reasonably assured. Deposits and installments received on properties sold prior to the date of revenue recognition are included in the combined balance sheets as “Advanced proceeds from customers” under current liabilities.

(b) Interest income

Interest income is recognized using the effective interest method. When a loan or receivable is impaired, the Onshore Target Group reduces the carrying amount to its recoverable amount, being the estimated future cash flow discounted at the original effective interest rate of the instrument, and continues unwinding the discount as interest income. Interest income on impaired loan or receivables is recognized using the original effective interest rate.

2.25 Government grants

Grants from the government are recognized at their fair value where there is a reasonable assurance that the grant will be received and the Onshore Target Group will comply with all attached conditions.

Government grants relating to costs are deferred and recognized in the income statement over the year necessary to match them with the costs that they are intended to compensate.

Government grants relating to property, plant and equipment are included in non-current liabilities as deferred government grants and are credited to the income statement on a straight-line basis over the expected lives of the related assets.

2.26 Leases

Leases in which a significant portion of the risks and rewards of ownership are retained by the lesser are classified as operating leases. Payments made under operating leases (net of any incentives received from the lesser) are charged to the income statement on a straight-line basis over the year of the lease.

2.27 Insurance contracts

An insurance contract is a contract under which one party (the issuer) accepts significant insurance risk from another party (the policyholder) by agreeing to compensate the policyholder if a specific uncertain future event (the insured event) adversely affects the policyholder. Insurance risk is a pre-existing risk transferred from the policyholder to the insurer, and is significant only if an insured event could cause an insurer to pay significant additional benefits in any scenario, excluding scenarios that lack commercial substance (i.e. have no discernible effect on the economics of the transaction).

The Onshore Target Group regards its financial guarantee contracts provided in respect of mortgage facilities for certain property purchasers and financial guarantee contracts provided to its related parties as insurance contracts.

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APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

The Onshore Target Group assesses at each reporting date whether its guarantee insurance liabilities are adequate, using current estimates of future cash flows under its insurance contracts. If that assessment shows that the carrying amount of its insurance liabilities is inadequate in the light of the estimated future cash flow, the entire deficiency is recognized in the combined income statement.

3 Financial risk management

3.1 Financial risk factors

The Onshore Target Group’s activities expose it to a variety of financial risks: market risk (including currency risk, fair value interest rate risk, cash flow interest rate risk and price risk), credit risk and liquidity risk. The Onshore Target Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Onshore Target Group’s financial performance.

Risk management is carried out by the central treasury department (“Group treasury”) of the Onshore Target Group under policies approved by the board of directors. The Onshore Target Group treasury identifies, evaluates and hedges financial risks in close co-operation with the operating units. The board provides written principles for overall risk management, as well as written policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of excess liquidity.

(a) Market risk

(i) Foreign exchange risk

The Onshore Target Group’s normal operating activities are principally conducted in RMB since all of the operating entities are based in the PRC and most of the operating entities’ assets and liabilities were denominated in RMB. Therefore, the foreign exchange risk is low.

(ii) Cash flow and fair value interest rate risk

As the Onshore Target Group has no significant interest-bearing assets, the Onshore Target Group’s income and operating cash flows are substantially independent from changes in market interest rates.

The Onshore Target Group’s interest rate risk arises from long-term borrowings. Borrowings issued at variable rates expose the Onshore Target Group to cash flow interest-rate risk which is partially offset by cash held at variable rates. Borrowings issued at fixed rates expose the Onshore Target Group to fair value interest-rate risk. During the Relevant Periods, the Onshore Target Group’s borrowings were all denominated in RMB.

The Onshore Target Group has not used any interest rate swaps to hedge its exposure to interest rate risk.

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APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

The table below sets out the Onshore Target Group’s exposure to interest rate risks. Included in the tables are the liabilities at carrying amounts, categorized by maturity dates.

RMB’ million Borrowings At 31 December 2012 At 31 December 2013 At 31 December 2014	Floating rates Less than 1 year 1 to 5 years Subtotal 3,313 — 3,313 — 470 470 100 2,845 2,945	Less than 1 year 593 668 1,095	Fixed rates 1 to 5 Years Subtotal 645 1,238 1,400 2,068 — 1,095	Total 4,551
				2,538
				4,040

As at 31 December 2012, 2013 and 2014, if the interest rates on borrowings had been 100 basis points higher/lower with all other variables held constant, for the Relevant Period, the post-tax profit would have been lower/higher by RMB13.7 million, RMB0 million and RMB3.4 million and capitalized interest would have been higher/lower by RMB18.2 million, RMB6.5 million and RMB25.7 million respectively.

The Onshore Target Group also analyses its interest rate exposure monthly by considering refinancing, renewal of existing positions and alternative financing.

(b) Credit risk

The Onshore Target Group has no significant concentrations of credit risk. The maximum extent of the Group’s credit exposure in relation to financial assets is represented by the aggregate balance of cash and cash equivalents, restricted cash, trade and other receivable, amount due from related companies included in the combined balance sheets. Cash transactions are limited to high-credit-quality banks. The Onshore Target Group has policies in place to ensure that sales of properties are made to customers with an appropriate financial strength and appropriate percentage of down payment. Credit is granted to customers with sufficient financial strength. It also has continuous monitoring procedures to ensure the collection of the receivables as scheduled and follow up action is taken to recover overdue debts, if any.

(c) Liquidity risk

Management aims to maintain sufficient cash to meet funding requirement for operations and monitor rolling forecasts of the Onshore Target Group’s cash on the basis of expected cash flow.

The Onshore Target Group has a number of alternative plans to mitigate the potential impacts on anticipated cash flows should there be significant adverse changes in economic environment. These include adjusting and further slowing down the construction progress as appropriate to ensure

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APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

available resources for the development of properties for sale, implementing cost control measures, accelerating sales with more flexible pricing and issuing senior notes. The Onshore Target Group, will base on its assessment of the relevant future costs and benefits, pursue such options as are appropriate. The directors consider that the Onshore Target Group will be able to maintain sufficient financial resources to meet its operation needs.

Due to the dynamic nature of the underlying businesses, the Onshore Target Group’s central treasury department maintains flexibility in funding by its ability to move cash and cash equivalents between different entities through entrusted loan arrangements.

The table below analyses the Onshore Target Group’s non-derivative financial liabilities into relevant maturity grouping based on the remaining period at the balance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.

In RMB’ million Less than 1 year Between 1 and 2 years Between 2 and 5 years At 31 December 2012 Borrowings and interest payments 4,246 706 — Trade and other payables (Note 18) 1,865 — — Amounts due to related companies (Note 33) 7,976 — — At 31 December 2013 Borrowings and interest payments 921 1,685 351 Trade and other payables (Note 18) 2,599 — — Amounts due to related companies (Note 33) 9,838 — — At 31 December 2014 Borrowings and interest payments 1,442 764 2,413 Trade and other payables (Note 18) 1,199 — — Amounts due to related companies (Note 33) 15,371 — —	Total 4,952 1,865 7,976
	2,957 2,599 9,838
	4,619 1,199 15,371

Note: Trade and other payables in this analysis do not include other taxes payable and payroll & welfare payables.

3.2 Capital risk management

The Onshore Target Group’s objectives when managing capital are to safeguard the group’s ability to continue as a going concern in order to provide returns for equity holders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Onshore Target Group may adjust the amount of dividends paid to equity holders, return capital to equity holders, or sell assets to reduce debt.

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APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

Consistent with others in the industry, the Onshore Target Group monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total equity. Net debt is calculated as total borrowings (including current and non-current borrowings as shown in the combined balance sheet) less cash and cash equivalents (including restricted cash).

The gearing ratios of the Onshore Target Group as at 31 December 2012, 2013 and 2014 were as follows:

Total borrowings Restricted cash Cash and cash equivalents Net debts Total equity Gearing ratio	2012 RMB’000 4,550,552 (389,141) (1,278,659) 2,882,752 2,977,528 97%	31 December 2013 RMB’000 2,537,807 (4,867) (3,510,976) (978,036) 3,529,698 NA	2014 RMB’000 4,039,986 (260,851) (4,956,050) (1,176,915) 4,116,900 NA

The directors are of the view that the Onshore Target Group’s gearing ratio is healthy.

4 Fair value estimation

The carrying value less impairment provisions of trade and other receivables and the nominal value of trade and other payables approximate their fair values due to their short maturities. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Onshore Target Group for similar financial instruments. Such inputs are categorized into three levels within a fair value hierarchy as follows:

• (a) Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1).

• (b) Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (level 2).

• (c) Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3).

5 Critical accounting estimates and judgments

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

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APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

The Onshore Target Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.

(a) PRC corporate income taxes and deferred taxation

The Onshore Target Group’s subsidiaries that operate in the PRC are subject to income tax in the PRC. Significant judgement is required in determining the provision for income tax and withholding tax on undistributed earnings of PRC subsidiaries. There are many transactions and calculations for which the ultimate determination is uncertain during the ordinary course of business. Where the final tax outcome of these matters (including the effect of change in the dividend policies of PRC subsidiaries) is different from the amounts that were initially recorded, such difference is made.

Deferred tax assets relating to certain temporary differences and tax losses are recognized when management considers to be probable that future taxable profit will be available against which the temporary differences or tax losses can be utilized. The outcome of their actual utilization may be different. Due to the uncertainty of availability of future taxable profit for certain entities, the Onshore Target Group did not recognize respective deferred income tax assets in respect of the accumulated losses, as disclosed in Note 9(a).

(b) PRC land appreciation taxes

The Onshore Target Group is subject to land appreciation taxes (“LAT”) in numerous jurisdictions. However, since the implementation and settlement of these taxes varies among various tax jurisdictions in cities of the PRC, significant judgement is required in determining the amount of the land appreciation and its related taxes. The Onshore Target Group recognized these land appreciation taxes based on management’s best estimates according to its understanding of the interpretation of tax rules by various tax authorities. The final tax outcome could be different from the amounts that were initially recorded, and these differences will impact the income taxes and deferred income tax provisions in the years in which such taxes have been finalized with local tax authorities.

(c) Estimated net realizable value of properties under development and completed properties held for sale

The Onshore Target Group assesses the carrying amounts of properties under development and completed properties held for sale based on the net realizable value of these properties, taking into account costs to completion based on past experience and net sales value based on prevailing market conditions. Provision is made when events or changes in circumstances indicate that the carrying amounts may not be realized. The assessment requires the use of judgment and estimates of future sale price of the properties. As at 31 December 2012, 2013 and 2014, if the estimated future sales prices had been 5% lower, the Onshore Target Group would have not recognized impairment against properties under development and completed properties held for sale.

— IV-31 —

APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

6 Property, plant and equipment

		Furniture
		and office	Leasehold
	Vehicles	equipment	improvements	Total
	RMB’000	RMB’000	RMB’000	RMB’000
Period from 1 July 2012 (date of
establishment) to 31 December
2012
Acquisition of subsidiaries (Note
30(a))	4,617	2,520	361	7,498
Additions	5,397	856	958	7,211
Disposals	—	(7)	—	(7)
Depreciation	(903)	(449)	(390)	(1,742)
Closing net book amount	9,111	2,920	929	12,960
At 31 December 2012
Costs	15,447	5,364	1,746	22,557
Accumulated depreciation	(6,336)	(2,444)	(817)	(9,597)
Net book amount	9,111	2,920	929	12,960
Year ended 31 December 2013
Opening net book amount	9,111	2,920	929	12,960
Additions	3,160	455	—	3,615
Acquisition of subsidiaries (Note
30(b))	1,507	1,159	370	3,036
Disposal of subsidiaries (Note 32(c))	(1,436)	(806)	(437)	(2,679)
Disposals	(72)	(75)	(96)	(243)
Depreciation	(2,822)	(1,571)	(766)	(5,159)
Closing net book amount	9,448	2,082	—	11,530
At 31 December 2013
Costs	17,405	5,861	1,234	24,500
Accumulated depreciation	(7,957)	(3,779)	(1,234)	(12,970)
Net book amount	9,448	2,082	—	11,530

— IV-32 —

APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

			Furniture
			and office	Leasehold
		Vehicles	equipment	improvements		Total
		RMB’000	RMB’000	RMB’000		RMB’000
	Year ended 31 December 2014
	Opening net book amount	9,448	2,082		—	11,530
	Additions	1,136	465		—	1,601
	Disposals	(144)	(30)		—	(174)
	Depreciation	(2,085)	(1,745)		—	(3,830)
	Closing net book amount	8,355	772		—	9,127
	At 31 December 2014
	Costs	17,937	6,225	1,037		25,199
	Accumulated depreciation	(9,582)	(5,453)	(1,037)		(16,072)
	Net book amount	8,355	772		—	9,127
7	Intangible assets
				31 December
			2012	2013		2014
			RMB’000	RMB’000		RMB’000
	Goodwill		—	35,070		35,070

Goodwill was generated from business combination of Changzhou Greentown in 2013. Each project or a group of projects is identified as a CGU. Management reviews the business performance and monitors the goodwill on individual CGU basis. The recoverable amount of a CGU is determined based on fair value less costs of disposal calculations. A post-tax discount rate of 15% was used for the analysis of each CGU in the operating entities as at 31 December 2012, 2013 and 2014.

— IV-33 —

APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

8 Investments accounted for using the equity method

The amounts recognized in the balance sheet are as follows:

Joint ventures Associates	31 December 2012 2013 RMB’000 RMB’000 1,004,042 1,741,618 156,472 120,302 1,160,514 1,861,920	2014 RMB’000 2,253,372 409,503
		2,662,875

The share of profits/(losses) from investment recognized in the statements of comprehensive income were as follows:

The period from 1 July 2012 (date of establishment) to 31 December 2012 RMB’000 Joint ventures (8,780) Associates (1,511) (10,291)	Year ended 31 December 2013 2014 RMB’000 RMB’000 (96,574) 132,100 (36,170) 289,201 (132,744) 421,301	Year ended 31 December 2013 2014 RMB’000 RMB’000 (96,574) 132,100 (36,170) 289,201 (132,744) 421,301
		421,301

— IV-34 —

APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

8.1 Investment in joint ventures

An analysis of the movement of equity investments in joint ventures is as follows:

The period from 1 July 2012 (date of establishment) to 31 December 2012 RMB’000 At beginning of period/year — Investment in a joint venture acquired (Note (i)) 214,122 Investment in a joint venture established (Note (i)) 798,700 Share of (loss)/profit of joint ventures (8,780) Additional investment in existing joint venture (Note (ii)) — A joint venture becoming a subsidiary upon additional equity interests acquisition (Note (iii)) — At end of period/year 1,004,042	Year ended 31 December 2013 2014 RMB’000 RMB’000 1,004,042 1,741,618 279,794 275,574 578,546 104,080 (96,574) 132,100 181,300 — (205,490) — 1,741,618 2,253,372	Year ended 31 December 2013 2014 RMB’000 RMB’000 1,004,042 1,741,618 279,794 275,574 578,546 104,080 (96,574) 132,100 181,300 — (205,490) — 1,741,618 2,253,372
		2,253,372

Note:

(i) In July 2012, as a part of the Shanghai projects as stated in Note(a), the Onshore Target Group acquired 37% equity interest of Changzhou Greentown from Greentown Real Estate. Upon the completion of this transaction, Changzhou Greentown became a joint venture of the Onshore Target Group. Details of this transaction is disclosed in Note 30(a).

In November 2012, the Onshore Target Group established a joint venture named Shanghai Poly with a third party at an investment of RMB798.7 million through Shanghai Sunac Greentown, the owner of the Onshore Target Group. The Onshore Target Group owns 49% equity interest and has joint control in Shanghai Poly.

In July 2013, the Onshore Target Group invested RMB537 million to establish a joint venture, Shanghai Ronglv Qiwei, with a third party, Shanghai Ronglv Qiwei is engaged in property development business in Shanghai, the PRC.

In September 2013, the Onshore Target Group acquired 49% equity interest of Shanghai Haochuan from an independent third party and a receivable of RMB2,018 million due from Shanghai Haochuan by the seller at a total consideration of RMB2,243 million. Upon the completion of this transaction, Shanghai Haochuan became a joint venture of the Onshore Target Group as the group shares joint control in Shanghai Haochuan. Afterwards, the Onshore Target Group acquired an additional 11.18% equity interest of Shanghai Haochuan at a consideration of RMB52 million on 31 December 2013 and Shanghai Haochuan remained as a joint venture of the Onshore Target Group.

— IV-35 —

APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

In August 2014, the Onshore Target Group acquired 50% equity interest of Shanghai Tongrui from an independent third party at a consideration of RMB275 million. Upon the completion of this transaction, Shanghai Tongrui became a joint venture of the Onshore Target Group.

• (ii) In May 2013, the Onshore Target Group increased the capital contributions of RMB181.3 million to Shanghai Poly on pro rata basis, for the purpose of financing the property project. The investment amount shared by the Onshore Target Group was RMB181.3 million.

• (iii) In January 2013, the Onshore Target Group acquired an additional 20% equity interest of its 37% owned joint venture, Changzhou Greentown, from a third party shareholder of Changzhou Greentown at a consideration of RMB163 million and Changzhou Greentown became a subsidiary of the Onshore Target Group. More information of this transaction is disclosed in Note 30.

All joint ventures are non-listed companies and operate the real estate development business. The Onshore Target Group had interests in the following joint ventures:

		**Equity interest **	attributable to the	attributable to the
		**Onshore **	Target Group
		Period from
		1 July 2012 (date
		of establishment)	Year ended
	Registered	to 31 December	31 December
Name of Joint ventures	capital	2012	2013	2014
	RMB million
Shanghai Poly Hongrong	2,000	49%	49%	49%
Changzhou Greentown	837	37%	NA	NA
Shanghai Ronglv Qiwei	410	NA	51%	51%
Shanghai Haochuan	50	NA	60%	60%
Suzhou Rose Garden	360	NA	57%	57%
Shanghai Longxiang	30	NA	50%	50%
Shanghai Ronglv Huiyi	204	NA	NA	51%
Shanghai Tongrui	15	NA	NA	50%

The Onshore Target Group’s control over decisions about the relevant activities requires unanimous consent with other joint venture partners in accordance with joint venture agreements and/or the companies’ Articles, and accordingly, these companies have been accounted for as joint ventures.

— IV-36 —

APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

• (a) Summarized financial information of material joint venture

Set out below is the summarized financial information for a major joint venture.

Summarized balance sheet

Summarized assets and liabilities Current assets Non-current assets Current liabilities Non-current liabilities Net assets Included in the above assets and liabilities: Cash and cash equivalents Current financial liabilities (excluding trade and other payables and provisions) Non-current financial liabilities (excluding trade and other payables and provisions) Summarized profit or loss and other comprehensive income Revenue (Loss)/profit for the year Total comprehensive income Included in the above profit or loss: Depreciation and amortization Interest income Interest expense Income tax expense	Joint venture A 2013 2014 RMB’000 RMB’000 6,646,387 5,760,022 204,618 3,791 3,926,373 1,508,601 2,536,889 3,590,483 387,743 664,729 63,399 17,011 — 530,900 2,220,000 3,400,000 1,000 5,800,718 (78,163) 276,985 (78,163) 276,985 152 630 486 1,090 76,876 225,363 (24,864) 268,117	Joint venture A 2013 2014 RMB’000 RMB’000 6,646,387 5,760,022 204,618 3,791 3,926,373 1,508,601 2,536,889 3,590,483 387,743 664,729 63,399 17,011 — 530,900 2,220,000 3,400,000 1,000 5,800,718 (78,163) 276,985 (78,163) 276,985 152 630 486 1,090 76,876 225,363 (24,864) 268,117
		17,011 530,900 3,400,000
		5,800,718 276,985 276,985
		630 1,090 225,363 268,117

The information above reflects the amounts presented in the financial statements of the joint venture, adjusted for differences in accounting policies between the Onshore Target Group and the joint venture, and not the Onshore Target Group’s share of those amounts.

— IV-37 —

APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

(b) Reconciliation of summarized financial information

Reconciliation of the above financial information presented to the carrying amount of the Onshore Target Group’s interests in the joint venture:

Net assets of Joint venture A Proportion of the Group’s ownership interest Interests in the joint venture Other adjustment Carrying amount Aggregate information of other joint ventures: Aggregate carrying amount of the Onshore Target Group’s interests in these joint ventures The Onshore Target Group’s share of loss from continuing operations The Onshore Target Group’s shares of total comprehensive income	2013 RMB’000 387,743 60% 233,344 8,150 241,494 2013 RMB’000 1,500,124 (58,274) (58,274)	2014 RMB’000 664,729 60% 400,034 384 400,418 2014 RMB’000 1,852,954 (26,824) (26,824)

There are no contingent liabilities relating to the Onshore Target Group’s interests in joint ventures for the Relevant Periods.

— IV-38 —

APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

8.2 Investment in associates

An analysis of the movement of equity investments in associates is as follows:

	Period from
	1 July 2012
	(date of
	establishment)	**Year **	ended
	to 31 December	31 December
	2012	2013		2014
	RMB’000	RMB’000	RMB’000
At beginning of period/year	—	156,472	120,302
Investment in a new associate acquired
(Note (i))	108,983	—		—
Investment in a new associate established
(Note (i))	49,000	—		—
Share of (loss)/profit of associates	(1,511)	(36,170)	289,201
At end of period/year	156,472	120,302	409,503
Note:

• (i) In July 2012, as a part of the Shanghai projects stated in Note 1(a), the Onshore Target Group acquired 39% equity interest of Wuxi Taihu from Greentown Real Estate. Upon the completion of the acquisition, Wuxi Taihu became an associate of the Onshore Target Group. Details of this transaction is disclosed in Note 30(a).

Shanghai Gezhouba was established by the Onshore Target Group and a third party in September 2012. The Onshore Target Group holds 49% of Shanghai Gezhouba and Shanghai Gezhouba is accounted for as associate.

All associates are incorporated in the PRC and are non-listed companies. The Onshore Target Group had interests in the following associates:

			**Equity interest **	**attributable **	to the
			**Onshore **	Target Group
			Period from
		1 July 2012 (date
		of establishment)		Year ended
	Registered	to 31 December		31 December
Name of Associates	capital		2012	2013	2014
	RMB million
Wuxi Taihu	300		39%	39%	39%
Shanghai Gezhouba	100		49%	49%	49%

— IV-39 —

APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

(a) Summarized financial information of material associates

Set out below is the summarized financial information for a major associate which is accounted for using the equity method.

Summarized balance sheet

		Associate A
	Period from
	1 July 2012
	(date of
	establishment)	**Year **	ended
	to 31 December	31 December
	2012	2013	2014
	RMB’000	RMB’000	RMB’000
Summarized assets and liabilities
Current assets	1,821,816	3,134,457	1,430,988
Non-current assets	759	9,659	19,128
Current liabilities	1,722,939	2,070,473	768,249
Non-current liabilities	—	1,000,000	—
Net assets	99,636	73,643	681,867
Summarized profit or loss and other
comprehensive income
Revenue	—	—	3,309,498
(Loss)/profit for the year/period	(364)	(25,994)	608,224
Total comprehensive income	(364)	(25,994)	608,224

The information above reflects the amounts presented in the financial statements of the associate, adjusted for differences in accounting policies between the Onshore Target Group and the associate, and not the Onshore Target Group’s share of those amounts.

— IV-40 —

APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

(b) Reconciliation of summarized financial information

Reconciliation of the above financial information presented to the carrying amount of the Onshore Target Group’s interests in associate:

	Period from
	1 July 2012
	(date of
	establishment)	**Year **	ended
	to 31 December	31 December
	2012	2013	2014
	RMB’000	RMB’000	RMB’000
Net assets of Associate A	99,636	73,643	681,867
Proportion of the Onshore Target Group’s
ownership interest	49%	49%	49%
Interests in the associate	48,822	36,085	334,115
Adjustment of interests between related
parties	—	(12,676)	(2,996)
Carrying amount	48,822	23,409	331,119
Aggregate information of other associates:
	2012	2013	2014
	RMB’000	RMB’000	RMB’000
Aggregate carrying amount of the Onshore
Target Group’s interests in these associates	107,650	96,893	78,384
The Onshore Target Group’s share of loss
from continuing operations	(1,333)	(10,757)	(18,509)
The Onshore Target Group’s shares of total
comprehensive income	(1,333)	(10,757)	(18,509)

There are no contingent liabilities relating to the Onshore Target Group’s interests in associates.

— IV-41 —

APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

9 Deferred income tax

Deferred income tax assets (“DTA”) recoverable: — within 12 months — after 12 months Deferred income tax liabilities (“DTL”) to be settled: — within 12 months — after 12 months DTL (net)	31 December 2012 2013 RMB’000 RMB’000 42,685 70,793 12,047 46,617 54,732 117,410 132,929 94,580 2,517,623 2,536,215 2,650,552 2,630,795 2,595,820 2,513,385	2014 RMB’000 60,008 79,531
		139,539
		39,643 2,486,913
		2,526,556
		2,387,017

Deferred income tax arose as a result of differences in timing of recognizing certain revenue, costs and expenses between the tax based financial statements and the HKFRS financial statements. This constitutes temporary differences, being the differences between the carrying amounts of the assets or liabilities in the combined balance sheets and their tax bases in accordance with HKAS 12.

— IV-42 —

APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

The movements in DTA and DTL are as follows:

(a) DTA

	Payments and
	accruals	Deferred
	pending	corporate
	receipt of	income tax
	sufficient tax	resulted from	Deductible
	documents	unpaid LAT	tax loss	Total
	RMB’000	RMB’000	RMB’000	RMB’000
At 1 July 2012 (date of
establishment)	—	—	—	—
Acquisition of subsidiaries
(Note 30(a))	7,365	49,153	6,771	63,289
(Charged)/credited to profit or
loss	637	(2,423)	(6,771)	(8,557)
At 31 December 2012	8,002	46,730	—	54,732
(Charged)/credited to profit or
loss	(6,188)	4,621	28,946	27,379
Acquisition of subsidiaries
(Note 30(b))	3,955	—	31,344	35,299
At 31 December 2013	5,769	51,351	60,290	117,410
(Charged)/credited to profit or
loss	1,119	(2,414)	23,424	22,129
At 31 December 2014	6,888	48,937	83,714	139,539

— IV-43 —

APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

DTA are recognized for tax losses carry-forwards to the extent that the realization of the related benefit through the future taxable profits is probable. The Onshore Target Group did not recognize respective deferred income tax assets of RMB20 million, RMB5 million and RMB1 million in respect of accumulated losses amounting to RMB80 million, RMB20 million and RMB3 million as at 31 December 2012, 2013 and 2014. As at 31 December 2012, 2013 and 2014, the accumulated losses amounts and expire date as follows:

		2012		2013		2014
	_RMB _	million	_RMB _	million	_RMB _	million
2013		3		—		—
2014		5		—		—
2015		16		3		—
2016		29		13		—
2017		27		4		3
		80		20		3

At the end of the reporting period, the Onshore Target Group has deductible temporary differences of RMB346 million, RMB0 million and RMB0 million as at 31 December 2012, 2013 and 2014 in respect of which no deferred tax asset has been recognized as it is not probable that taxable profit will be available against which the deductible temporary differences can be utilized.

— IV-44 —

APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

(b) DTL

		**Deferred corporate income **	**Deferred corporate income **	tax
		Deferred
		corporate
	LAT on	income tax —
	acquisition	Fair value
	of new	surplus on	Prepaid
	subsidiaries	acquisition	LAT		Total
	RMB’000	RMB’000	RMB’000	RMB’000
At 1 July 2012 (date of
establishment)	—	—	—		—
Acquisition of subsidiaries
(Note 30(a))	2,354,863	501,508	—	2,856,371
Credited to profit or loss	—	(42,661)	—		(42,661)
Transfer to LAT payable upon
recognition of property sales
revenue	(163,158)	—	—		(163,158)
At 31 December 2012	2,191,705	458,847	—	2,650,552
Acquisition of subsidiaries
(Note 30(b))	139,272	6,810	—		146,082
Charged/(credited) to profit or
loss	—	(39,285)	37,069		(2,216)
Transfer to LAT payable upon
recognition of property sales
revenue	(163,623)	—	—		(163,623)
At 31 December 2013	2,167,354	426,372	37,069	2,630,795
Credited to profit or loss	—	(12,679)	(37,069)		(49,748)
Transfer to LAT payable upon
recognition of property sales
revenue	(54,491)	—	—		(54,491)
At 31 December 2014	2,112,863	413,693	—	2,526,556

— IV-45 —

APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

10 Properties under development

Comprising: Land use rights Other development costs Capitalized financial costs Including: To be completed within 12 months To be completed after 12 months	31 December 2012 2013 RMB’000 RMB’000 12,252,515 7,412,435 2,025,059 1,301,525 1,097,144 678,027 15,374,718 9,391,987 5,374,459 1,066,274 10,000,259 8,325,713 15,374,718 9,391,987	2014 RMB’000 7,565,708 1,721,476 963,457
		10,250,641
		1,914,307 8,336,334
		10,250,641

The properties under development (“PUD”) are all located in the PRC.

As at 31 December 2012, 2013 and 2014, certain PUD with balance totaling RMB6,672 million, RMB3,504 million and RMB5,945 million respectively were pledged as collateral for the Onshore Target Group’s borrowings (Note 17).

11 Completed properties held for sale

							31 December
						2012	2013	2014
						RMB’000	RMB’000	RMB’000
Completed	properties	held	for	sale,	gross	3,212,462	1,485,885	1,014,551
Completed	properties	held	for	sale,	net	3,212,462	1,485,885	1,014,551

— IV-46 —

APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

The completed properties held for sale are all located in the PRC.

As at 31 December 2012, 2013 and 2014, certain completed properties held for sale with balances totaling RMB1,700 million, RMB218 million and RMB289 million were pledged as collaterals for the Onshore Target Group’s borrowings (Note 17).

12 Prepayments

		31 December
	2012	2013	2014
	RMB’000	RMB’000	RMB’000
Non-current
Prepayments for equity investment (Note (a))	85,000	—	944,992
Prepaid taxes
— LAT	167,314	216,258	132,948
— Business tax and surcharge	173,100	101,606	178,710
— Current income tax	38,121	1,671	25,709
Prepayments for land use rights acquisition	—	144,129	158,309
Prepaid development costs to construction
companies	85	—	2,252
	378,620	463,664	497,928

The carrying amounts of the Onshore Target Group’s prepayments are all denominated in RMB.

• (a) Prepayments for equity investment as at 31 December 2014 represented the prepaid consideration for the acquisition of the equity interests of Shanghai Fuyuan Binjiang Development Co., Ltd, which is engaged in development of a real estate project in Shanghai, the PRC.

— IV-47 —

APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

13 Trade and other receivables

		31 December
	2012	2013	2014
	RMB’000	RMB’000	RMB’000
Trade receivables (Note (c))	—	—	82,254
Notes receivables	59,268	900	3,010
Deposits (Note (c))	22,484	23,429	211,879
Loan to a third party	—	40,000	40,000
Others	5,871	45,361	29,353
	87,623	109,690	366,496

Notes:

• (a) As at 31 December 2012, 2013 and 2014, the carrying amounts of trade receivables, other receivables and notes receivables approximated their fair value.

• (b) The carrying amounts of the Onshore Target Group’s trade and other receivables are all denominated in RMB.

• (c) Trade receivables mainly arise from sales of properties. Consideration in respect of properties sold is paid in accordance with the terms of the related sales and purchase agreements. The ageing of trade receivables as at 31 December 2014 was all within 90 days except for RMB3 million over 90 days and within 180 days. Trade receivables are fully performing under credit terms.

During the Relevant Periods, the Onshore Target Group provides a credit period of 90-365 days to certain customers with good credit standing.

14 Restricted cash

				31 December
			2012	2013	2014
			RMB’000	RMB’000	RMB’000
Guarantee	deposits	for bank loans	27,326	4,835	196,387
Restricted	proceeds	from pre-sale of properties	342,954	32	63,962
Others			18,861	—	502
			389,141	4,867	260,851

— IV-48 —

APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

15 Cash and cash equivalents

		31 December
	2012	2013	2014
	RMB’000	RMB’000	RMB’000
Cash at bank and in hand
— Denominated in RMB	1,278,659	3,510,976	4,956,050

The Onshore Target Group earns interest on cash at bank, at floating bank deposit rates and there was no bank overdraft in the Onshore Target Group.

16 Combined capital and reserves

Combined capital and other reserves Statutory reserves RMB’000 RMB’000 At 1 July 2012 (date of establishment) (Note 1(a)) 2,000,000 — Statutory reserve (Note (a)) — 27,452 At 31 December 2012 2,000,000 27,452 Transaction with non-controlling interests (Note 31) (99,741) — Statutory reserve (Note (a)) — 4,393 At 31 December 2013 1,900,259 31,845 Statutory reserve (Note (a)) — 24,988 At 31 December 2014 1,900,259 56,833	Total RMB’000 2,000,000 27,452
	2,027,452 (99,741) 4,393
	1,932,104 24,988
	1,957,092

Note:

(a) PRC statutory reserves

In accordance with the relevant government regulations in the PRC and the provisions of the articles of association of the PRC companies now comprising the Onshore Target Group, 10% of its net profit as shown in the accounts prepared under PRC accounting regulations is required to be appropriated to statutory common reserve, until the reserve reaches 50% of the registered capital. Appropriation of statutory reserve must be made before distribution of dividends to equity holders. This statutory reserve shall only be used to make up losses; to expand the Onshore Target Group entities’ production operation; or to increase the capital.

— IV-49 —

APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

Upon approval by a resolution of an equity holders’ general meeting, the entities of the Onshore Target Group entities may convert this reserve into registered capital, provided that the unconverted remaining amount of reserve is not less than 25% of the registered capital.

17 Borrowings

Non-current Secured, borrowed from: — Banks — Other financial institutions Less: Current portion of long-term borrowings (Note i) Current Secured, borrowed from: — Banks — Other financial institutions Unsecured, borrowed from: — Third party Add: Current portion of long-term borrowings	31 December 2012 2013 RMB’000 RMB’000 1,433,000 825,000 1,037,552 1,667,807 2,470,552 2,492,807 (1,825,850) (622,807) 644,702 1,870,000 200,000 45,000 800,000 — 1,000,000 45,000 1,080,000 — 1,825,850 622,807 3,905,850 667,807	2014 RMB’000 3,344,986 — 3,344,986 (500,000) 2,844,986 95,000 600,000 695,000 — 500,000 1,195,000

— IV-50 —

APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

• (a) Long-term borrowings

• (i) As at 31 December 2012, 2013 and 2014, included in long-term borrowing, RMB884 million, RMB400 million and RMB1,749 million of borrowings for property development projects will be due for payment upon an aggregated 20% - 80% pre-sale status in term of gross floor area of the respective projects were achieved. Based on the management’s sales forecast, none of borrowings will be due for repayment and are included in current liabilities.

• (ii) The Onshore Target Group’s long-term borrowings as at 31 December 2012, 2013 and 2014 were repayable as follows:

31 December 2012 2013 RMB’000 RMB’000 Between 1 and 2 years 644,702 1,535,000 Between 2 and 5 years — 335,000 644,702 1,870,000	2014 RMB’000 596,000 2,248,986
	2,844,986

• (b) The exposure of the Onshore Target Group’s borrowings with variable interest rates to interest-rate changes and the contractual re-pricing dates are as follows:

6 months or less 6-12 months Over 12 months	31 December 2012 2013 RMB’000 RMB’000 3,313,000 — — 310,000 — 160,000 3,313,000 470,000	2014 RMB’000 1,200,000 1,424,986 320,000
		2,944,986

• (c) The carrying amounts of all the Onshore Target Group’s borrowings are approximate their fair values.

• (d) As at 31 December 2012, 2013 and 2014, the Onshore Target Group’s borrowings of RMB3,471 million, RMB2,538 million and RMB4,040 million were secured or joint secured by certain group’s properties under development, completed properties held for sale and the Group’s equity interests of certain subsidiaries totaling RMB8,372 million, RMB3,722 million and RMB6,234 million and the Group’s equity interests of certain subsidiaries.

• (e) The weighted-average effective interest rates for the Relevant Periods are 9.67%, 9.22% and 8.60% respectively.

— IV-51 —

APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

18 Trade and other payables

Trade payables Payables for consideration of equity acquisition Amount due to non-controlling interests (Note (b)) Notes payables Other taxes payable Interest payables Payroll and welfare payables Other payables	31 December 2012 2013 RMB’000 RMB’000 1,389,674 1,014,978 — 1,234,867 287,776 295,978 7,000 — 129,557 90,416 24,073 13,434 16,127 15,935 156,420 39,650 2,010,627 2,705,258	2014 RMB’000 1,002,250 48,026 20,669 60,307 126,306 48,283 15,186 19,846
		1,340,873

Note:

(a) The ageing analysis of the Onshore Target Group’s trade payables is as follows:

Within 180 days 181 - 365 days Over 365 days	31 December 2012 2013 RMB’000 RMB’000 1,066,561 323,744 — 81,205 323,113 610,029 1,389,674 1,014,978	2014 RMB’000 493,084 17,980 491,186
		1,002,250

(b) The amount due to non-controlling interests was mainly due to the Onshore Target Group and the non-controlling interests provided funds to certain related property development subsidiaries through equity holders’ loan according to the proportion of respective equity interests share. As at 31 December 2012, 2013 and 2014, the amounts due to non-controlling interests were non-interest bearing, unsecured and had no fixed terms of repayment.

— IV-52 —

APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

19 Expenses by nature

For the period from 1 July 2012 (date of establishment) to 31 December 2012 RMB’000 Costs of properties sold 1,985,542 Business tax and related surcharges (Note 20) 115,717 Staff costs (Note 21) 29,322 Advertisement and promotion costs 52,363 Office and travel expenses 10,781 Other tax expenses 2,587 Consulting expenses 837 Entertainment expenses 2,798 Depreciation 1,331 Others 1,208 Total cost of sales, selling and marketing costs and administrative expenses 2,202,486	Year ended 31 December 2013 2014 RMB’000 RMB’000 4,457,303 1,608,969 283,638 106,755 58,915 51,069 80,633 52,281 19,801 24,826 9,074 7,120 3,398 2,210 11,603 6,927 3,181 2,307 7,477 3,533 4,935,023 1,865,997	Year ended 31 December 2013 2014 RMB’000 RMB’000 4,457,303 1,608,969 283,638 106,755 58,915 51,069 80,633 52,281 19,801 24,826 9,074 7,120 3,398 2,210 11,603 6,927 3,181 2,307 7,477 3,533 4,935,023 1,865,997
		1,865,997

20 Business tax and related surcharges

The PRC subsidiaries of the Onshore Target Group are subject to the following sales tax and surcharges on their revenues:

Types	Tax rate	Tax bases
a) Business tax	5%	— Sales of properties
b) Urban construction and
maintenance tax	7%	— Business tax paid
c) Education surcharge	3%	— Business tax paid
d) Local education surcharge	0%-2%	— Business tax paid
e) Anti-flood fund	0%-1%	— Business tax paid

21 Employee benefit expenses

	For the period
	from 1 July
	2012 (date of
	establishment)	Year ended
	to 31 December	31 December
	2012	2013		2014
	RMB’000	RMB’000	RMB’000
Wages and salaries	24,838	48,353	44,293
Pension costs	2,030	4,483		2,415
Staff welfare costs	2,454	6,079		4,361
	29,322	58,915	51,069

— IV-53 —

APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

• 22 Directors’ and senior management’s emoluments

• (a) Directors’ and senior management’s emoluments

The Directors of Shanghai Sunac Greentown are Mr. Sun Hongbin, Mr. Wang Mengde, Mr. Tian Qiang, Mr. Wang Hongbin and Mr. Qian Xiaohua, who are deemed as the Directors of the Onshore Target Group.

			Other
		Share	benefits
		options	including
Name of Director	Salary	expenses	pension	Total
	RMB’000	RMB’000	RMB’000	RMB’000
Period from 1 July 2012 (date of
establishment) to 31 December 2012:
Sun Hongbin	—	—	—	—
Wang Mengde	—	—	—	—
Tian Qiang	837	929	45	1,811
Wang Hongbin	1,291	—	83	1,374
Qian Xiaohua	1,070	—	83	1,153
Year ended 31 December 2013:
Sun Hongbin	—	—	—	—
Wang Mengde	—	—	—	—
Tian Qiang	1,154	1,788	70	3,012
Wang Hongbin	1,234	—	81	1,315
Qian Xiaohua	1,091	—	81	1,172
Year ended 31 December 2014:
Sun Hongbin	—	—	—	—
Wang Mengde	—	—	—	—
Tian Qiang	695	594	28	1,317
Wang Hongbin	723	—	26	749
Qian Xiaohua	657	—	26	683

— IV-54 —

APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

In addition to the directors’ emoluments disclosed above, Mr. Sun Hongbin and Mr. Wang Mengde received emoluments from the Company, part of which were in respect of their services to the Onshore Target Group and it is impracticable to apportion these amounts between their services to the Onshore Target Group and their services to the Company.

(b) Five highest paid individuals

The five individuals whose emoluments were the highest in the Onshore Target Group in the Relevant Periods include three directors whose emoluments are reflected in the analysis presented above. The emoluments payable to the remaining two individuals for Relevant Periods respectively are as follows:

		For the period
		from 1 July 2012
		(date of
		establishment) to	Year ended 31 December
		31 December 2012	2013	2014
		RMB’000	RMB’000	RMB’000
Salary	and other benefit	1,888	2,142	3,295
Social	security costs	135	120	159
Total		2,023	2,262	3,454

The emoluments fell within the following bands:

Number of individuals For the period from 1 July 2012 (date of establishment) Year ended to 31 December 31 December 2012 2013 2014 Emolument bands (RMB ’000) nil - 1,000 1 — — 1,001 - 1,500 1 2 — 1,501 - 2,500 — — 2

— IV-55 —

APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

23 Other income and gains

	For the period
	from 1 July
	2012 (date of
	establishment)	Year ended
	to 31 December	31 December
	2012	2013		2014
	RMB’000	RMB’000	RMB’000
Gain from disposal of subsidiaries
(Note 32)	—	308,255		—
Gain from business combination (Note 30(a))	197,058	—		—
Gains from acquisition of joint ventures and
associates	—	2,894		574
Gain on re-measurement of investment
(Note 30(b))	—	510		—
Interest income on loans to related companies	40,327	113,083	176,106
Government subsidy	—	17,477	17,435
Others	6	4,943		499
	237,391	447,162	194,614
Other expenses and losses
	For the period
	from 1 July
	2012 (date of
	establishment)	Year ended
	to 31 December	31 December
	2012	2013		2014
	RMB’000	RMB’000	RMB’000
Compensation for delay of delivery of
properties	—	—		1,825
Others	881	611		2,044
	881	611		3,869

24 Other expenses and losses

— IV-56 —

APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

25 Finance income and costs

For the period from 1 July 2012 (date of establishment) to 31 December 2012 RMB’000 (a) Finance income — Interest income on bank deposits (6,164) (b) Finance costs Interest expenses on — Bank borrowings 126,686 — Borrowings from non-bank financial institutions 115,248 241,934 Less: Capitalized finance costs (241,934) —	Year ended 31 December 2013 2014 RMB’000 RMB’000 (9,835) (39,217) 149,145 162,019 175,642 207,165 324,787 369,184 (324,787) (313,888) — 55,296

The annual capitalization rate used to determine the amount of the interest incurred eligible for capitalization in the Relevant Periods were 9.67%, 9.22% and 8.60% respectively.

26 Income tax expenses

For the period from 1 July 2012 (date of establishment) to 31 December 2012 RMB’000 Corporate income tax charge (“CIT”) — Current income tax 128,756 — Deferred income tax (34,104) 94,652 LAT (134,847) (40,195)	Year ended 31 December 2013 2014 RMB’000 RMB’000 158,947 124,020 (29,595) (71,877) 129,352 52,143 (109,728) 5,177 19,624 57,320

— IV-57 —

APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

(a) CIT

The tax on the Onshore Target Group’s profit before tax differs from the theoretical amount that would arise using the weighted-average tax rate applicable to profits of the combined entities as follows:

	For the period
	from 1 July
	2012 (date of
	establishment)	**Year **	ended
	to 31 December	31 December
	2012	2013		2014
	RMB’000	RMB’000	RMB’000
Profit before income tax	110,941	569,818	644,522
Income tax calculated at the domestic tax
rates	27,735	142,455	161,131
LAT	33,712	27,432	(1,294)
Share of profit/(loss) of investment accounted
for using equity method, net	2,573	33,186	(105,325)
Tax losses for which no deferred income tax
asset was recognized	5,676	3,960		—
Utilization of tax losses which no deferred
income tax was recognized	—	(15,584)	(4,078)
Write-back of tax timing difference for which
no deferred income tax assets was
recognized	—	(11,470)		—
Income not subject to tax	(1,479)	(52,338)		(144)
Non-deductible expenses	26,435	1,711		1,853
	94,652	129,352	52,143

The weighted-average applicable tax rate was 25% in the Relevant Periods.

All entities comprising the Onshore Target Group are incorporated and operate in the PRC. The income tax provision of the Onshore Target Group entities has been calculated at the applicable tax rate of 25% and the estimated assessable profits for the Relevant Periods based on existing legislations, interpretations and practices.

— IV-58 —

APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

(b) LAT

PRC LAT is levied at progressive rates ranging from 30% to 60% on the appreciation of land value, being the proceeds of sales of properties less deductible expenditures including lease charges for land use rights and all property development expenditures. LAT is included in the combined statement of comprehensive income tax expense.

27 Cash used in operations

For the period from 1 July 2012 (date of establishment) to 31 December 2012 RMB’000 Profit before income taxes 110,941 Adjustments for: — Total finance costs — — Interest income from joint ventures and associates (40,327) — Loss/(gain) on disposal of property, plant and equipment (“PP&E”) 7 — Depreciation 1,741 — Share of loss/(profit) from joint ventures and associates 10,291 — Gain from business combination (Note 30(a)) (197,058) — Gain from acquisition of a joint venture — — Gain on re-measurement of investment — — Gain on disposal of subsidiaries (Note 32) — Changes in working capital — Restricted cash proceeds from pre-sale of properties (361,815) — Properties under development and completed properties held for sale, net (231,080) — Prepayments (378,620) — Trade and other receivables 472,037 — Advanced proceeds from customers 1,636,697 — Trade and other payables 473,395 — Amounts due from related companies (1,284,869) — Amounts due to related companies 3,312,662 Cash generated from operating activities 3,524,002

Year ended 31 December 2013 2014 RMB’000 RMB’000 569,818 644,522 — 55,296 (113,083) (176,106) (368) (55) 5,124 3,830 132,744 (421,301) — — (2,894) (574) (510) — (308,255) — 361,770 (64,432) 1,838,059 (73,342) (44) (34,263) (174,857) (314,047) (689,288) 700,555 1,013,825 (1,412,409) (3,016,693) (306,770) 4,025,381 5,532,366 3,640,729 4,133,270

— IV-59 —

APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

28 Commitments

• (a) Property development expenditure at the balance sheet date but not yet incurred is as follows:

Property development expenditure — Contracted but not provided for — Authorized but not contracted Investments in joint ventures and associates — Contracted but not provided for	2012 RMB’000 3,348,800 7,963,990 11,312,790 2012 RMB’000 93,480	31 December 2013 RMB’000 1,007,767 11,079,932 12,087,699 31 December 2013 RMB’000 —	2014 RMB’000 2,251,925 11,240,218
			13,492,143
			2014 RMB’000 629.994

(b) Operating lease commitments

The future aggregate minimum rental expenses on operating leases in respect of certain office buildings under non-cancellable operating leases contracts are payable in the following periods:

		31 December
	2012	2013	2014
	RMB’000	RMB’000	RMB’000
No later than 1 year	2,706	767	1,314
Later than 1 year and no later than 5 years	1,805	—	—
	4,511	767	1,314

— IV-60 —

APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

29 Contingent liabilities

Guarantee on mortgage facilities

The Onshore Target Group had the following liabilities in respect of financial guarantees on mortgage facilities:

		31 December
	2012	2013	2014
	RMB’000	RMB’000	RMB’000
Guarantees in respect of mortgage facilities
for certain purchasers of the Group’s
property units	517,092	—	—

The project operating entities within the Onshore Target Group have provided guarantees for certain customers’ bank borrowings for their purchases of the Onshore Target Group’s developed properties to secure obligations of such customers for repayments. Such guarantees terminate upon the earlier of (i) the transfer of the real estate ownership certificate to the purchaser which will generally occur within an average period of two to three years from the completion of the guarantee registration; or (ii) the satisfaction of mortgage loans by the purchasers of the properties.

Pursuant to the terms of the guarantees, upon default of mortgage payments by these purchasers, the Onshore Target Group is responsible to repay the outstanding mortgage principal together with accrued interest and penalties owed by the defaulting purchasers to the banks and the Onshore Target Group is entitled to take over the legal title and possession of the related properties. The Onshore Target Group’s guarantee period starts from the date of grant of the mortgage. The directors consider that the likelihood of default of payments by purchasers is minimal.

— IV-61 —

APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

30 Business combination

(a) Acquisition of Shanghai projects

As disclosed in Note 1 (a), Shanghai projects comprising eight companies were acquired by the Onshore Target Group from Greentown Real Estate on 1 July 2012. Upon completion of the acquisition, six of the eight companies, namely Suzhou Yuyuan, Shanghai Huazhe, Shanghai Lvshun, Wuxi Greentown, Tianjin Yijun and Suzhou Rose Garden, became subsidiaries, one company namly Changzhou Yulan became a joint venture and one company namely Wuxi Taihu became an associate of the Onshore Target Group. Details of these companies are disclosed in Note 1(b).

	RMB’000
Consideration	6,040,744
Less: Fair value of Shanghai projects	(6,237,802)
Gain from business combination	(197,058)

The fair values of the identifiable assets and liabilities acquired are summarized as follows:

Cash and cash equivalents Property, plant and equipment Investment in a joint venture (Note 8.1) Investment in an associate (Note 8.2) Properties under development Completed properties held for sale Trade and other receivables and prepayments Amounts due from related parties Trade and other payables Amounts due to related companies Advanced proceeds from customers Current income tax liabilities Deferred income tax liabilities Borrowings Net assets Less: Non-controlling interests Fair value of the net assets acquired The cash flow on the acquisitions is analyzed as follows: Consideration settled by cash Cash and cash equivalents in the subsidiaries acquired Net cash impact

RMB’000 361,694 7,498 214,122 108,983 16,355,166 1,759,000 463,412 308,715 (1,925,230) (673,657) (1,833,345) (185,432) (2,793,082) (5,103,650) 7,064,194 (826,392) 6,237,802 6,040,744 (361,694) 5,679,050

— IV-62 —

APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

(b) Step acquisition

In January 2013, Onshore Target Group acquired an additional 20% equity interest of its existing 37% owned joint venture (Note 8.1), Changzhou Greentown, from an independent third party at a consideration of RMB163 million. Upon completion of the acquisition, Changzhou Greentown became a 57% owned subsidiary of the Onshore Target Group.

Re-measurement of previously held 37% equity interest Book value of previously held interest Gain on re-measurement Consideration for 20% equity interest of Changzhou Greentown Add: Previously owned 37% equity interest Less: Fair value of 57% of identifiable assets and liabilities Goodwill	RMB’000 206,000 205,490 510 163,480 206,000 (334,410) 35,070

The fair value of the identifiable assets and liabilities acquired are briefly summarized as follows:

Cash and cash equivalents Property, plant and equipment Properties under development Other receivables Trade and other payables Advanced proceeds from customers Borrowings Deferred income tax liabilities Net assets Less: Non-controlling interests Fair value of the net assets acquired	RMB’000 44,451 3,036 1,628,539 737,231 (818,492) (425,723) (485,000) (110,783) 573,259 (238,849) 334,410

— IV-63 —

APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

The settlement of the total consideration and the cash flow on the acquisitions is analyzed as follows:

	Settlement
	by cash
	RMB’000
Consideration prepayment in 2012	80,000
Remaining consideration settled in 2013	83,480
Cash and cash equivalents in the subsidiary acquired	(44,451)
Net cash impact in 2013	39,029

31 Transactions with non-controlling interests

As disclosed in Note 30, Changzhou Greentown became a subsidiary of the Onshore Target Group in January 2013. In April 2013, the Onshore Target Group further acquired an additional 40% equity interest in Changzhou Greentown from a third party non-controlling shareholder. Upon the completion of this transaction, the Onshore Target Group owned 97% equity interest of Changzhou Greentown. Detailed information is given below:

Consideration of the transaction Carrying value of acquired non-controlling interests at the transaction date Changes in the equity attributable to the Onshore Target Group Effect of cash flow from transactions with non-controlling interests: Cash consideration Other fund transfer	RMB’000 318,886 (219,145) 99,741 318,886 32,147 351,033

32 Disposal of subsidiaries

• (a) In August 2013, the Onshore Target Group disposed 10% equity interest of a subsidiary namely Suzhou Rose Garden to an independent third party at a consideration of RMB 36 million. Upon the completion of transaction, according to the Article of Association of Suzhou Rose Garden, it became a 56.67% owned joint venture of the Onshore Target Group.

• (b) In October 2013, the Onshore Target Group disposed two wholly owned subsidiaries, Shanghai Ronglv Dingsheng and Suzhou Yuyuan, to other subsidiaries of the Company at a total consideration of RMB255 million, which resulted in a net gain or loss of RMB275 million to the Onshore Target Group.

— IV-64 —

APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

• (c) As at the disposal dates, the detail of net assets/liabilities of the principle disposed entities are as follows:

Suzhou Rose Garden Suzhou Yuyuan and Shanghai Ronglv Dingsheng RMB’000 RMB’000 Restricted cash — 2,156 Cash and cash equivalents 19,179 65,832 Property, plant and equipment 1,314 1,365 Properties under development 4,307,012 2,513,632 Completed properties held for sale — 1,036,076 Trade and other receivables and prepayment 2,128 106,320 Amounts due from related companies — 105 Trade and other payables (230,848) (339,819) Advanced proceeds from customers (84,133) (1,123,663) Amounts due to related companies (2,168,876) (482,248) Borrowings (1,920,800) (1,800,000) (75,024) (20,244) Less: Non-controlling interests 78,013 — Net assets/(liabilities) disposed at carrying amount 2,989 (20,244) Gains from the disposal are as follows: Suzhou Rose Garden Suzhou Yuyuan and Shanghai Ronglv Dingsheng RMB’000 RMB’000 Net assets/(liabilities) disposed at carrying amount 2,989 (20,244) Consideration - Cash 36,000 255,000 Gains from the disposal 33,011 275,244	Total RMB’000 2,156 90,011 2,679 6,820,644 1,036,076 108,448 105 (570,667) (1,207,796) (2,656,124) (3,720,800) (95,268) 78,013 (17,255) Total RMB’000 (17,255) 291,000 308,255

(d) Gains from the disposal are as follows:

— IV-65 —

APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

• (e) Effect on cash flow

Suzhou Rose Garden Suzhou Yuyuan and Shanghai Ronglv Dingsheng RMB’000 RMB’000 Cash consideration received 36,000 — Cash disposed (19,179) (65,832) 16,821 (65,832)	Total RMB’000 36,000 (85,011) (49,011)

• (f) In August 2014, the Onshore Target Group disposed the 100% owned equity interest of Shanghai Mingxiang to another subsidiary of the Company namely Fung Seng Estate Development (Shanghai) Co., Ltd. (“Fung Seng”) at a consideration of RMB5 million. The consideration equalled the net assets disposed and there was no gain or loss nor effect on cash flow from this disposal.

33 Related party transactions

The Onshore Target Group is controlled by Shanghai Sunac Greentown during the Relevant Periods. The ultimate controlling party of the Onshore Target Group is the Company.

• (a) Name and relationship with related parties

Name

Relationship

Greentown China Direct non-controlling shareholder of the Onshore Target Group Tianjin Sunac Zhidi Co., Ltd. Direct holding company of the Onshore Target Group

Wuxi Sunac Real Estate Co., Ltd.

• Wuxi Sunac Greentown Hubin Real Estate Co., Ltd.

Under common control by the Company Under common control by the Company

• Dingsheng Property Investment Holdings Ltd.

Under common control by the Company

New Richport

Under common control by the Company

— IV-66 —

APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

Name

Relationship

Fung Seng Estate Development Under common control by the Company (Shanghai) Co., Ltd. Tianjin Sunac Dingsheng Zhidi Co., Ltd. Under common control by the Company Tianjin Rongzheng Investment Limited Under common control by the Company Sunac Ao Cheng Under common control by the Company

(b) Transactions with related parties

In addition to the related party information disclosed elsewhere in the combined financial information, the Onshore Target Group had the following significant transactions entered into the ordinary course of business between the Onshore Target Group and the related parties:

For the period from 1 July 2012 (date of establishment) to 31 December 2012 RMB’000 Cash paid to related companies (1,809,615) Cash received from related companies 11,628,318 9,818,703	Year ended 31 December 2013 2014 RMB’000 RMB’000 (2,671,160) (7,650,576) 4,244,304 9,207,778 1,573,144 1,557,202

The directors of the Onshore Target Group are of the view that the related party transactions disclosed above were carried out in normal business course and at terms mutually negotiated between the Onshore Target Group entities and the respective related parties.

(c) Key management compensation

Key management includes directors and general managers of Shanghai Sunac Greentown. Their compensation has been disclosed in Note 22 of the financial statements.

— IV-67 —

APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

(d) Related party balances

Amount due from related companies Joint ventures of the Company Associates of the Company Subsidiaries of the Company Amount due to related companies Equity holders Joint ventures of the Company Associates of the Company Subsidiaries of the Company	31 December 2012 2013 RMB’000 RMB’000 946,858 3,763,327 810,896 43,673 480,867 3,096,978 2,238,621 6,903,978 5,908,294 5,701,030 1,570,240 2,339,844 33,792 609,871 463,928 1,187,656 7,976,254 9,838,401	2014 RMB’000 4,643,140 — 5,001,751
		9,644,891
		3,500,955 5,031,761 1,505,549 5,332,501
		15,370,766

The amounts due from joint ventures and associates have no fixed repayment date. As at 31 December 2012, 2013 and 2014, RMB789 million, RMB1,459 million and RMB3,829 million were interest bearing at 6.35% to 12% per annum and the remaining balance was interest-free. For the Relevant Periods, interests charged from joint ventures and associates amounted to RMB40 million, RMB113 million and RMB176 million respectively.

The amounts due to related companies are unsecured, interest-free and repayable on demand.

— IV-68 —

APPENDIX IV ACCOUNTANT’S REPORT OF THE ONSHORE TARGET COMPANIES

34 Financial instruments by category

Loans and receivables Assets as per balance sheet Trade and other receivables Restricted cash Cash and cash equivalents Amounts due from related companies Financial liabilities at amortized costs Liabilities as per balance sheet Borrowings Amounts due to related companies Trade and other payables	31 December 2012 2013 RMB’000 RMB’000 87,623 109,690 389,141 4,867 1,278,659 3,510,976 2,238,621 6,903,978 4,550,552 2,537,807 7,976,254 9,838,401 1,864,943 2,598,907	2014 RMB’000 366,496 260,851 4,956,050 9,644,891
		4,039,986 15,370,766 1,199,381

Note: Trade and other payables in this analysis do not include the taxes payables and payroll and welfare payables.

35 Events after the balance sheet date

On 15 May 2015, the Company and Greentown China entered into a framework agreement, pursuant to which it is conditionally agreed that Shanghai Sunac Greentown shall dispose the 51% equity interests held in Shanghai Huazhe to Greentown Real Estate at the equity consideration of RMB1,970,284,911 and the debt consideration of RMB270,000,000.

Upon the completion of the transaction, Shanghai Huazhe will cease to be a subsidiary of the Company.

III SUBSEQUENT FINANCIAL STATEMENTS

No audited financial statements have been prepared by any companies comprising the Onshore Target Group in respect of any period subsequent to 31 December 2014 up to the date of this report.

No dividend or distribution has been declared or made by any companies comprising the Onshore Target Group in respect of any period subsequent to 31 December 2014.

Yours faithfully, PricewaterhouseCoopers Certified Public Accountants Hong Kong

— IV-69 —

MANAGEMENT DISCUSSION AND ANALYSIS OF THE ONSHORE TARGET COMPANIES

APPENDIX V

BUSINESS OVERVIEW

Each of the Onshore Target Companies is principally engaged in property development in the PRC. Further details of the property projects engaged by the Onshore Target Companies (Onshore Target Company 1 to Onshore Target Company 15) are set out in the section headed “Letter from the Board — Information of the Onshore Target Companies” of this circular.

FINANCIAL OVERVIEW

In alignment to the presentation of the financial information of the Onshore Target Companies as in Appendix IV, management’s financial overview was made on the financial information of the Onshore Target Companies since certain companies being set up or acquired by Shanghai Sunac Greentown. The “year ended 31 December 2012” used in this management discussion and analysis represents the period from 1 July 2012 (date of establishment) to 31 December 2012, unless otherwise stated.

Revenue

The Onshore Target Companies recorded a total revenue of RMB2,081.0 million, RMB5,181.2 million and RMB1,914.6 million for the years ended 31 December 2012, 2013 and 2014, which were attributable to the delivery of properties developed by Shanghai Huazhe Bund Real Estate Co., Ltd. (“Bund House Project”), Shanghai Lvshun Real Estate Development Co., Ltd. (“Shanghai Yulan Garden Project”), Wuxi Greentown Real Estate Development Co., Ltd. (“Wuxi Yulan Garden Project”), Changzhou Greentown Real Estate Co., Ltd. (“Changzhou Yulan Square Project”) and Suzhou Greentown Yuyuan Real Estate Development Co., Ltd. (“Suzhou Majestic Mansion Project”).

The following table sets out certain details of the revenue breakdown:

Revenue Bund House Project Shanghai Yulan Garden Project Wuxi Yulan Garden Project Changzhou Yulan Square Project Suzhou Majestic Mansion Project Total	Year ended 31 December 2012 2013 2014 RMB’000 RMB’000 RMB’000 637,805 778,716 261,002 456,097 2,759,135 236,538 987,142 584,410 496,221 — — 920,791 — 1,059,938 — 2,081,044 5,181,199 1,914,552	Year ended 31 December 2012 2013 2014 RMB’000 RMB’000 RMB’000 637,805 778,716 261,002 456,097 2,759,135 236,538 987,142 584,410 496,221 — — 920,791 — 1,059,938 — 2,081,044 5,181,199 1,914,552
		1,914,552

— V-1 —

APPENDIX V

MANAGEMENT DISCUSSION AND ANALYSIS OF THE ONSHORE TARGET COMPANIES

GFA delivered (sq.m.) Bund House Project Shanghai Yulan Garden Project Wuxi Yulan Garden Project Changzhou Yulan Square Project Suzhou Majestic Mansion Project Total	Year ended 31 December 2012 2013 2014 8,291 8,698 1,846 9,634 86,019 6,654 85,692 85,338 46,304 — — 125,721 — 20,537 — 103,617 200,592 180,525	Year ended 31 December 2012 2013 2014 8,291 8,698 1,846 9,634 86,019 6,654 85,692 85,338 46,304 — — 125,721 — 20,537 — 103,617 200,592 180,525
		180,525

The increase of revenue for the year ended 31 December 2013 comparing with that for the year ended 31 December 2012 was mainly due to the revenue recorded by the Onshore Target Companies only for a period of six months during the year ended 31 December 2012 since all the projects were acquired by Shanghai Sunac Greentown on 1 July 2012.

The decrease of revenue for the year ended 31 December 2014 comparing with that for the year ended 31 December 2013 was mainly due to the decrease of averaged selling price from RMB25,830 per square meter in 2013 to RMB10,605 per square meter in 2014, which was mainly due to the revenue recorded in 2013 mainly derived from Shanghai Yulan Garden Project with averaged selling price of RMB32,076 per square meter, while the revenue recorded in 2014 mainly derived from Changzhou Yulan Square Project with averaged selling price of RMB7,324 per square meter.

Cost of sales

Cost of sales during the period comprised the costs incurred in relation to direct development activities for the properties delivered during the period, such as land use rights costs, construction costs, capitalized costs and business tax. For the three years ended 31 December 2012, 2013 and 2014, the cost of sales of the Onshore Target Companies amounted to RMB2,101.3 million, RMB4,740.9 million and RMB1,715.7 million.

Gross profit/(loss)

For the three years ended 31 December 2012, 2013 and 2014, the gross profit/(loss) amounted to a gross loss of RMB20.2 million, gross profits of RMB440.3 million and RMB198.8 million, respectively with the gross margin of -1%, 8% and 10%, respectively.

Selling and marketing costs

The selling and marketing costs of the Onshore Target Companies during the years ended 31 December 2012, 2013 and 2014 comprised primarily the advertisement and promotion costs relating

— V-2 —

APPENDIX V

MANAGEMENT DISCUSSION AND ANALYSIS OF THE ONSHORE TARGET COMPANIES

to the pre-sale of properties, sales and marketing staff costs, travel expenses, office expenses and other expenses relating to pre-sales and marketing activities. The advertisement and promotion costs were recorded as expenses immediately in the period when they took place.

The selling and marketing costs of the Onshore Target Companies amounted to RMB75.7 million, RMB128.5 million and RMB86.7 million for the three years ended 31 December 2012, 2013 and 2014 respectively. The increase from the year ended 31 December 2012 to the year ended 31 December 2013 was primarily due to the selling and marketing costs incurred by the Onshore Target Companies only for a period of six months during the year ended 31 December 2012 since all the projects were acquired by Shanghai Sunac Greentown on 1 July 2012.

The decrease from the year ended 31 December 2013 to the year ended 31 December 2014 was primarily due to the decrease of the selling and marketing costs incurred in Shanghai Yulan Project which was in line with the decrease of its revenue and the decrease of those incurred in Suzhou Majestic Mansion Project and Suzhou Greentown Rose Garden Real Estate Development Co., Ltd., 10% equity interests of which were disposed of by Shanghai Sunac Greentown during the year ended 31 December 2013.

Administrative expenses

The administrative expenses of the Onshore Target Companies during the period mainly included administrative staff costs, office and travel expenses, consulting expenses, taxes and other general and administrative expenses.

For the three years ended 31 December 2012, 2013 and 2014, the administrative expenses of the Onshore Target Companies amounted to RMB25.5 million, RMB65.6 million and RMB63.6 million, respectively.

The increase from the year ended 31 December 2012 to the year ended 31 December 2013 was primarily due to the administrative expenses incurred by the Onshore Target Companies only for a period of six months during the year ended 31 December 2012 since all the projects were acquired by Shanghai Sunac Greentown on 1 July 2012.

Headcount and policy of employee remuneration

As at 31 December 2013 and 2014, the number of employees in the Onshore Target Companies was approximately 154 and 126 respectively.

The Onshore Target Companies are required to make contribution to the social insurance contribution scheme, which includes the endowment insurance, medical insurance and unemployment insurance for the employees according to the relevant regulations in the PRC.

— V-3 —

APPENDIX V

MANAGEMENT DISCUSSION AND ANALYSIS OF THE ONSHORE TARGET COMPANIES

Finance costs

Finance costs Interest expenses on Bank borrowings Other borrowings Less: Capitalized finance costs Total	Year ended 31 December 2012 2013 2014 RMB’000 RMB’000 RMB’000 126,686 149,145 162,019 115,248 175,642 207,165 241,934 324,787 369,184 (241,934) (324,787) (313,888) — — 55,296

The fluctuations of finance costs during the years were mainly due to the changes of financing structure of borrowings from different sources in line with the funding demands in different stages of the project development and fluctuation of capitalized financial costs during the construction periods.

Share of profit/(loss) of investments accounted for using equity method, net

The share of profit/(loss) of investments accounted for using equity method, net represented the Onshore Target Companies’ share in the profits or losses of Wuxi Taihu Greentown Real Estate Co., Ltd. (“Wuxi Yulan Garden West Project”), Shanghai Gezhouba Greentown Sunac Real Estate Co., Ltd. (“Shanghai Yulan Garden — Glorious Garden Project”), Shanghai Haochuan Property Co., Ltd. (“Central Garden Project”), Shanghai Poly Hongrong Real Estate Co., Ltd. (“Shanghai Majestic Mansion Project”), Suzhou Greentown Rose Garden Real Estate Development Co., Ltd. (“Suzhou Taohuayuan Project”), Shanghai Ronglv Huiyi Real Estate Co., Ltd. (“Gucun Project”), Shanghai Ronglv Qiwei Real Estate Co., Ltd. (“Hongkou Project”), Shanghai Long Xiang Real Estate Development Co., Ltd. (“Wujiefang Project”) and Shanghai Tongrui Real Estate Development Co., Ltd. (“Caobo Road Project”).

For the three years ended 31 December 2012, 2013 and 2014, the share of profit/(loss) of investments accounted for using equity method, net of the Onshore Target Companies amounted to loss of RMB10.3 million, loss of RMB132.7 million and profit of RMB359.1 million, respectively. The change of share of loss of investments accounted for using equity method, net for the year ended 31 December 2012 and 2013 to share of profit for the year ended 31 December 2014 was primarily due to the Shanghai Yulan Garden — Glorious Garden Project and the Central Garden Project commenced to record revenue during the year ended 31 December 2014.

— V-4 —

APPENDIX V

MANAGEMENT DISCUSSION AND ANALYSIS OF THE ONSHORE TARGET COMPANIES

Borrowings and collateral

Non-current Secured: Bank borrowings Other borrowings Less: Current portion of long-term borrowings Current Secured: Bank borrowings Other borrowings Unsecured: Other borrowings Add: Current portion of long-term borrowings	Year ended 31 December 2012 2013 2014 RMB’000 RMB’000 RMB’000 1,433,000 870,000 3,344,986 1,037,552 1,667,807 — 2,470,552 2,537,807 3,344,986 (1,825,850) (667,807) (500,000) 644,702 1,870,000 2,844,986 200,000 — 95,000 800,000 — 600,000 1,000,000 — 695,000 1,080,000 — — 1,080,000 — — 1,825,850 667,807 500,000 3,905,850 667,807 1,195,000 4,550,552 2,537,807 4,039,986

The Onshore Target Companies’ borrowings of RMB3,470.6 million, RMB2,537.8 million and RMB4,040.0 million as at 31 December 2012, 2013 and 2014 were secured by the Onshore Target Companies’ properties under development and completed properties held for sales amounting to RMB8,372.1 million, RMB3,721.9 million and RMB6,234.0 million and Shanghai Sunac Greentown’s equity interest in certain joint venture.

Cash position

As at 31 December 2012, 2013 and 2014, the total balances of cash and cash equivalents and restricted cash of the Onshore Target Companies were RMB1,667.8 million, RMB3,515.8 million, and RMB5,216.9 million, respectively.

— V-5 —

MANAGEMENT DISCUSSION AND ANALYSIS OF THE ONSHORE TARGET COMPANIES

APPENDIX V

Foreign exchange risk

The Onshore Target Companies mainly operates in the PRC. All transactions are principally conducted in RMB and the assets and liabilities are all denominated in RMB. Therefore, it is not exposed to material foreign exchange risk.

Interest rate of borrowings

The table below sets out the Onshore Target Companies’ exposure to interest rate risks, including the liabilities at carrying amounts (categorized by maturity dates).

		Floating rates	Floating rates				Fixed rates
	Less				Less
	than 1 year	1 to 5 years	Sub-total		than 1 year	1 to 5 years		Sub-total	Total
	RMB’ million	RMB’ million	RMB’ million		RMB’ million	RMB’ million		RMB’ million	RMB’ million
Borrowings
At 31 December 2012	3,313	—		3,313	593		645	1,238	4,551
At 31 December 2013	—	470		470	668		1,400	2,068	2,538
At 31 December 2014	100	2,845		2,945	1,095		—	1,095	4,040

The fluctuations in the interest rate between the financial years were mainly due to different sources of borrowings taken out by different projects, which were affected by factors such as profitability of the projects, the market conditions, as well as the timing of the funds.

The Onshore Target Companies did not use any interest rate swaps to hedge its exposure against interest rate risk during the three years ended 31 December 2012, 2013 and 2014.

Gearing ratios

Gearing ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings (including current and long-term borrowings) less restricted cash and cash and cash equivalent. Total capital is calculated as total equity plus net debt. As at 31 December 2012, 2013 and 2014, the Onshore Target Companies’ gearing ratios were 49%, 0% and 0%, respectively.

The project development of the Onshore Target Companies was mainly financed by capital contribution from shareholders and borrowings from banks and non-bank financial institutions. The fluctuations of the gearing ratio during the periods were due to the changes of financing structure in line with different stages of project development.

— V-6 —

APPENDIX V

MANAGEMENT DISCUSSION AND ANALYSIS OF THE ONSHORE TARGET COMPANIES

Contingent liabilities

The Onshore Target Companies have provided guarantees for certain customers’ bank borrowings for their purchases of the Onshore Target Companies’ developed properties to secure obligations of such customers for repayments. Such guarantees terminate upon the earlier of (i) the transfer of the real estate ownership certificate to the purchaser which will generally occur within an average period of two to three years from the completion of the guarantee registration; or (ii) the satisfaction of mortgage loans by the purchasers of the properties.

As at 31 December 2012, The Onshore Target Companies had the contingent liabilities amounting to RMB517.1 million in respect of financial guarantees on mortgage facilities. As at 31 December 2013 and 2014, The Onshore Target Companies did not have any contingent liability in respect of financial guarantees on mortgage facilities.

Material acquisition and disposal

The Onshore Target Companies did not have any material acquisition and disposal of subsidiaries and associated companies for each of the years ended 31 December 2012, 2013 and 2014.

Prospects of the Onshore Target Companies

The Onshore Target Companies have been engaged in property development in the PRC and will continue to focus on the high-end property strategy, maintaining a fast and steady pace of development with an objective of profit-making.

Future plans for capital assets

The Onshore Target Companies will continue to engage in the business of development of real estate properties upon completion of the Transaction. The present properties under development will continue to be developed as planned.

Expected sources of funding

The future operation of the Onshore Target Companies will be mainly financed by the proceeds from pre-sale of properties developed by the Onshore Target Companies.

— V-7 —

APPENDIX VI

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

INTRODUCTION

The following Unaudited Pro Forma Financial Information of Sunac China Holdings Limited (the “Company”) and its subsidiaries (together the “Group”), comprising of the unaudited pro forma consolidated balance sheet at 31 December 2014, prepared in accordance with Rule 4.29 and Rule 14.67(6)(a)(ii) of the Listing Rules is for illustrative purposes only, and is set forth here to illustrate the effect of the i) purchase of the entire equity interests in the offshore target companies (as set out on the page 10 of the circular) (the “Offshore Target Group”) held by Sunac Greentown Investment Holdings Limited (the “Sunac Greentown”) (the “Offshore Transaction”) and ii) purchase of the entire equity interests in the onshore target companies (as set out on the page 12 to 14 of the Circular) (the “Onshore Target Group”) held by Shanghai Sunac Greentown Investment Holdings Limited (“Shanghai Sunac Greentown”) (the “Onshore Transaction”) on the Group’s consolidated balance sheet at 31 December 2014 as if the above acquisition of equity interests in Offshore Target Group and Onshore Target Group (the “Transactions”) had taken place on 31 December 2014. The Unaudited Pro Forma Financial Information as at 31 December 2014 has been prepared based on (i) the consolidated balance sheet of the Group as at 31 December 2014, as set out in its published announcement for the year ended 31 December 2014; and (ii) the pro forma adjustments prepared to reflect the effects of the Transactions as explained in the notes set out below that are directly attributable to the Transactions, and do not relate to future events or decisions, and are factually supportable.

The Unaudited Pro Forma Financial Information should be read in conjunction with other financial information contained in this circular.

The Unaudited Pro Forma Financial Information has been compiled by the directors of the Company for illustrative purposes only and is based on a number of assumptions, estimates and currently available information. Because of its hypothetical nature, the Unaudited Pro Forma Financial Information may not give a true picture of the financial position of the Group had the Transactions been completed as at 31 December 2014 or any future date.

— VI-1 —

APPENDIX VI

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET OF THE GROUP

Consolidated balance sheet of the Group as at 31 December 2014 (Note 1) RMB’000 Assets Non-current assets Property, plant and equipment 61,815 Investment properties 239,000 Intangible assets 148,905 Investments accounted for using the equity method 12,048,789 Prepayments for property development projects 944,991 Deferred income tax assets 1,451,953 14,895,453 Current assets Properties under development 35,700,545 Completed properties held for sale 13,682,451 Trade and other receivables 2,474,809 Amounts due from related companies 17,999,418 Prepayments 2,568,194 Restricted cash 4,384,145 Cash and cash equivalents 20,657,285 97,466,847 Total assets 112,362,300 Equity And Liability Equity Ordinary shares 289,963 Reserves 16,062,975 Equity attributable to equity holders 16,352,938	Pro forma adjustments Unaudited pro forma consolidated balance sheet of the Group (Note 2) (Note 3) (Note 4) RMB’000 RMB’000 RMB’000 RMB’000 — — — 61,815 — — — 239,000 — — — 148,905 (189,685) — — 11,859,104 — — — 944,991 — — — 1,451,953 (189,685) — — 14,705,768 — — — 35,700,545 — — — 13,682,451 189,685 — — 2,664,494 — — — 17,999,418 — — — 2,568,194 — — — 4,384,145 — (289,896) (1,800) 20,365,589 189,685 (289,896) (1,800) 97,364,836 — (289,896) (1,800) 112,070,604 — — — 289,963 (911,818) (144,948) (1,800) 15,004,409 (911,818) (144,948) (1,800) 15,294,372	Pro forma adjustments Unaudited pro forma consolidated balance sheet of the Group (Note 2) (Note 3) (Note 4) RMB’000 RMB’000 RMB’000 RMB’000 — — — 61,815 — — — 239,000 — — — 148,905 (189,685) — — 11,859,104 — — — 944,991 — — — 1,451,953 (189,685) — — 14,705,768 — — — 35,700,545 — — — 13,682,451 189,685 — — 2,664,494 — — — 17,999,418 — — — 2,568,194 — — — 4,384,145 — (289,896) (1,800) 20,365,589 189,685 (289,896) (1,800) 97,364,836 — (289,896) (1,800) 112,070,604 — — — 289,963 (911,818) (144,948) (1,800) 15,004,409 (911,818) (144,948) (1,800) 15,294,372
		14,705,768
		35,700,545 13,682,451 2,664,494 17,999,418 2,568,194 4,384,145 20,365,589
		97,364,836
		112,070,604
		289,963 15,004,409
		15,294,372

— VI-2 —

APPENDIX VI

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

Consolidated balance sheet of the Group as at 31 December 2014 (Note 1) RMB’000 Non-controlling interests 4,629,695 Total equity 20,982,633 Liability Non-current liabilities Borrowings 20,544,113 Deferred income tax liabilities 5,886,751 26,430,864 Current liabilities Trade and other payables 11,615,723 Advanced proceeds from customers 12,270,841 Amounts due to related companies 20,713,919 Current income tax liabilities 6,508,638 Borrowings 13,839,682 64,948,803 Total liabilities 91,379,667	Pro forma adjustments Unaudited pro forma consolidated balance sheet of the Group (Note 2) (Note 3) (Note 4) RMB’000 RMB’000 RMB’000 RMB’000 623,075 (144,948) — 5,107,822 (288,743) (289,896) (1,800) 20,402,194 — — — 20,544,113 — — — 5,886,751 — — — 26,430,864 288,743 — — 11,904,466 — — — 12,270,841 — — — 20,713,919 — — — 6,508,638 — — — 13,839,682 288,743 — — 65,237,546 288,743 — — 91,668,410	Pro forma adjustments Unaudited pro forma consolidated balance sheet of the Group (Note 2) (Note 3) (Note 4) RMB’000 RMB’000 RMB’000 RMB’000 623,075 (144,948) — 5,107,822 (288,743) (289,896) (1,800) 20,402,194 — — — 20,544,113 — — — 5,886,751 — — — 26,430,864 288,743 — — 11,904,466 — — — 12,270,841 — — — 20,713,919 — — — 6,508,638 — — — 13,839,682 288,743 — — 65,237,546 288,743 — — 91,668,410
		20,402,194
		20,544,113 5,886,751
		26,430,864
		11,904,466 12,270,841 20,713,919 6,508,638 13,839,682
		65,237,546
		91,668,410

Notes to the Unaudited Pro Forma Financial Information:

1. The amounts are extracted from the consolidated balance sheet of the Group as at 31 December 2014 as set out in the Company’s published annual report for the year ended 31 December 2014.

2. On 30 December 2014, (i) Lead Sunny Investments Limited (“Lead Sunny”), a wholly owned subsidiary of the Company, and Sunac Greentown, a subsidiary 50% owned by Sunac China, entered into the Share Sale and Purchase Agreement (the “Offshore Agreement”), pursuant to which Lead Sunny conditionally agreed to acquire, and Sunac Greentown conditionally agreed to dispose of the entire equity interest and the debts due to Sunac Greentown of the Offshore Target Group at the Offshore Target Equity Consideration of RMB5,676,740,000 and the Offshore Target Debt Consideration of RMB756,311,000, (the debt represents a pre-acquisition dividend to be declared by the Offshore Target Group to Sunac Greentown in the amount of RMB756,311,000) and (ii) Tianjin Sunac Ao Cheng Investment Co., Ltd. (“Sunac Ao Cheng”), a wholly owned subsidiary of the Company, and Shanghai Sunac Greentown which is a subsidiary 50% indirectly controlled by the Company, entered into the Equity Sale and Purchase Framework Agreement and Debt Undertaking Framework Agreement, pursuant to which Sunac Ao Cheng conditionally agreed to acquire, and Shanghai Sunac Greentown agreed to dispose the entire equity interests and the debts due to Shanghai Sunac Greentown of the Onshore Target Group at the Onshore Target Equity Consideration of approximately RMB5,498,989,000 and the Onshore

— VI-3 —

APPENDIX VI

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

Target Debt Consideration of approximately RMB3,465,188,000, which included a pre-acquisition dividend to be declared by the Onshore Target Group to Shanghai Sunac Greentown at the amount of RMB1,082,800,000 (considering the dividends to be distributed to the non-controlling interests of Onshore Target Group at the amount of RMB288,743,000 and the dividend to be distributed to the joint venture partners of a joint venture within Onshore Target Group at the amount of RMB125,511,000, the total pre-acquisition dividends amounted to RMB1,497,054,000) (together with the dividend to be declared by the Offshore Target Group, the “Pre-acquisition Dividend”). The dividend of RMB1,082,800,000 to be declared by the Onshore Target Group to Shanghai Sunac Greentown includes dividends of RMB893,115,000 by its subsidiaries and RMB189,685,000 by Shanghai Haochuan Property Co., Ltd. (“Shanghai Haochuan”), a 60.18% owned joint venture of the Company and the remaining 39.82% equity interests held by Shanghai Greentown Golf Villa Development Co., Ltd. (“Shanghai Golf”), an associate of the Group.

Before the Transactions, the Company and Greentown China Holdings Limited (“Greentown China”, an independent third party) respectively held their equity interest in the Offshore Target Group and Onshore Target Group (collectively, the “Targets”) through Sunac Greentown and Shanghai Sunac Greentown (collectively referred as the “Vendors”), both of which are 50% owned subsidiaries of the Company. Upon the completion of the Transactions, the Company will effectively acquire the equity interests in the Targets held by Greentown China, the non-controlling interests of the Group, by paying the considerations to the Vendors. The Transactions are considered as transactions with non-controlling interests, and the difference between the carrying amounts of interests in the Targets attributable to the non-controlling interests and the fair value of the consideration paid shall be recorded in the equity of the Group.

As the consideration for the Transaction was determined after the distribution of Pre-acquisition Dividend, in the preparation of Unaudited Pro Forma Financial Information, we have taken into account all the Pre-acquisition Dividend to be declared by individual companies comprising the Offshore Target Group and Onshore Target Group. The dividends from subsidiaries to the intragroup equity holders are eliminated upon consolidation, and the adjustments only include the dividends declared by subsidiaries to the non-controlling interests, and by a joint venture to Shanghai Sunac Greentown.

The pro forma adjustments are summarised as follows:

	a	b	c	Total
Investments accounted for using the equity method	—	(189,685)	—	(189,685)
Dividend receivable	—	189,685	—	189,685
Dividend payable	288,743	—	—	288,743
Reserves	—	—	(911,818)	(911,818)
Non-controlling interests	(288,743)	—	911,818	623,075

• a. The adjustment represents the dividend to be distributed attributable to the non-controlling interests of the companies comprising the Onshore Target Group.

b. The adjustment represents the dividends of RMB189,685,000 to be declared by Shanghai Haochuan. According to the accounting policy of the Company, equity method is adopted to account for the investments in joint ventures. And the Company records a dividend receivable in the amount of RMB189,685,000 at its own equity interest and reduces the carrying value of the investments in joint ventures in accordance with HKAS28.

— VI-4 —

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

APPENDIX VI

• c. The 50% of the consideration for the Transactions payable to the Vendors, attributable to the acquisition of interests held by Greentown China in the Targets exceeds the carrying amounts of the net assets of the Targets held by the non-controlling interests. As a result, the Transactions will increase the non-controlling interests, with an equivalent amount of reduction in the equity attributable to owners of the Company.

The adjustment reflects the decrease in equity attributable to owners of the Company approximately of RMB911,818,000 and the increase in non-controlling interests approximately of RMB911,818,000 as at 31 December 2014, as if the Transactions had taken place on 31 December 2014.

The calculation of the decrease in equity attributable to owners of the Company and increase in non-controlling interests is as follows:

Total Considerations: Equity Consideration of Onshore Target Group Equity Consideration of Offshore Target Group Debt Consideration of Offshore Target Group Debt Consideration of Onshore Target Group Consideration attributable to the acquisition of 50% equity interests and certain debts (the “Debts”) of the Targets held by Greentown China Less: Carrying value of net assets of the Targets and the Debts to be transferred held by non-controlling interests shareholder as at 31 December 2014 Excess over the carrying value recorded in equity	RMB’000 5,498,989 5,676,740 756,311 3,465,188
	15,397,228 7,698,614 (6,786,796)
	911,818

The carrying value of net assets of the Targets held by non-controlling interests shareholder and the Debts to be transferred as at 31 December 2014 was calculated as follow:

Adjusted carrying value of net assets of the Targets Add: Carrying value of debts of the Offshore Target Group owed to Sunac Greentown Carrying value of debts of the Onshore Target Group owed to Shanghai Sunac Greentown Total carrying value of the net assets of the Target and the debts of the Targets owed to the Vendors 50% equity interests and the debts of the Targets attributable to the non-controlling shareholder	RMB’000 9,352,093 756,311 3,465,188
	13,573,592
	6,786,796

— VI-5 —

APPENDIX VI

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

Have further clarified the dividend to be declared which is included in the debt consideration, the reconciliation of the adjusted carrying value of net assets of the Targets and the equity attributable of equity owners of Offshore Target Group and Onshore Target Group in the accountant’s report is as follow:

Equity attributable to equity owners of Offshore Target Group as set out in Appendix II of the Circular Equity attributable to equity owners of Onshore Target Companies as set out in Appendix IV of the Circular Add *: Net liabilities of Sunac Greentown attributable to the Offshore Target Group’s business Net liabilities of Shanghai Sunac Greentown attributable to the Onshore Target Group’s business Less: Dividends to be proposed and declared before the Transaction by the Offshore Target Group and Onshore Target Companies Adjusted carrying value of net assets of the Targets	RMB’000 3,432,463 3,137,448
	6,569,911 2,318,181 2,303,112 (1,839,111)
	9,352,093

The consideration for the Offshore Target Debt and Onshore Target Debt will be paid to the Vendors. The respective debts will be assumed by Lead Sunny and Sunac Ao Cheng. As the fair value of the considerations for assumed debts equals to its carrying value as at 31 December 2014 and all parties involved in the transferral of debts are subsidiaries of the Company, all intra-group balances will be eliminated upon consolidation with no accounting impact.

• Adjustment to reflect assets and liabilities included in the Offshore Target Group and Onshore Target Companies which are not included in the transaction scopes.

• The capital gain tax is calculated at a rate of 25% of the gain on disposal of the Targets as recognised by Sunac Greentown and Shanghai Sunac Greentown, which is estimated by total consideration net of the original cost of equity interests in the Targets attributable to the Transactions. It will be equally shared by the equity holders of the Company and the non-controlling shareholders. The respective portion of the capital gain tax to be borne by the Group will be taken to equity directly as it is considered to be a transaction with non-controlling interests shareholders. The calculation was as followings:

The sum of Offshore Target Equity Consideration and Onshore Target Equity Consideration Less: The investment cost of Targets recorded in the entity’s books and records of Sunac Greentown and Shanghai Sunac Greentown The capital gain on the Transactions Income tax on the capital gain at tax rate of 25%	RMB’000 11,175,729 (10,016,148)
	1,159,581
	289,896

— VI-6 —

APPENDIX VI UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

1. The adjustment represents the estimated amounts regarding the legal and professional fees, and other expenses incurred and undertaken by the Group for the Transactions of approximately RMB1,800,000.

2. Reference is made to the announcement of the Company dated 4 May 2015 in relation to the proposed entering of a framework agreement (the “Framework Agreement”), pursuant to which, among others, it was proposed that Shanghai Sunac Greentown shall dispose the 51% equity interests in Shanghai Huazhe Bund Real Estate Co., Ltd. (“Shanghai Huazhe Bund”) held by Shanghai Sunac Greentown to Greentown Real Estate Group Co., Ltd. (“Greentown Real Estate”) (the “Proposed Disposal”), an indirect wholly-owned subsidiary of Greentown China.

As part of the transactions as contemplated under the Share Sale and Purchase Agreement, Tianjin Sunac Ao Cheng conditionally agreed to purchase, and Shanghai Sunac Greentown agreed to dispose, 51% equity interests in Shanghai Huazhe Bund at a consideration of RMB1,970,284,911 (the “Shanghai Huazhe Bund Acquisition”), that have been reflected as a part of the Onshore Transaction as set out in Note 2 above. On the assumption that the approval of the shareholders of the Company and the approval of the shareholders of Greentown China having been obtained for the Framework Agreement being entered into, the Shanghai Huazhe Bund Acquisition will not proceed and that the Shanghai Sunac Greentown will dispose its 51% equity interests in Shanghai Huazhe Bund pursuant to the terms of the Framework Agreement in relation to the Proposed Disposal. Accordingly, Shanghai Huazhe Bund will cease to be a subsidiary of the Company and its financial statements will not be consolidated to the consolidated financial statements of the Group Accordingly, the Unaudited Pro Forma Financial Information will be adjusted as below:

					Extract of the
	Extract of the				unaudited
	consolidated balance				pro forma
	sheet of				consolidated
	the Group as at				balance sheet of
	31 December 2014	Pro forma adjustments			the Group
	(Note 1)	(Note 2)	(Note 3)	(Note 4)
	RMB’000	RMB’000	RMB’000	RMB’000	RMB’000
Investments accounted for using
the equity method	12,048,789	(189,685)	—	—	11,859,104
Trade and other receivables	2,474,809	189,685	—	—	2,664,494
Cash and cash equivalents	20,657,285	—	—	(1,800)	20,655,485
Deferred income tax assets*	1,451,953	—	187,550	—	1,639,503
Total assets	112,362,300	—	187,550	(1,800)	112,548,050
Trade and other payables	11,615,723	288,743	—	—	11,904,466
Total liabilities	91,379,667	288,743	—	—	91,668,410
Reserves	16,062,975	(296,624)	93,775	(1,800)	15,858,326
Non-controlling interests	4,629,695	7,881	93,775	—	4,731,351
Total equity	20,982,633	(288,743)	187,550	(1,800)	20,879,640

• Assuming the Shanghai Huazhe Bund Acquisition does not proceed, the assets and liabilities of Shanghai Huazhe Bund is still included in the Unaudited pro forma consolidated balance sheet of the Group and there will be a loss of RMB750,204,000 arising from the Transactions if excluding the Shanghai Huazhe Bund Aquisition, which is to be recorded by Shanghai Sunac Greentown. Accordingly, a deferred income tax asset amounting to RMB187,550,000 will be recognised as it anticipates that the deferred tax assets will be utilised to offset the capital gain arising from the Proposed Disposal.

— VI-7 —

APPENDIX VI

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

The loss of RMB750,204,000 and deferred income tax assets of RMB187,550,000 to be recorded in Shanghai Sunac Greentown were calculated as follow:

The sum of Offshore Target Equity Consideration and Onshore Target Equity Consideration Less: the equity consideration for Shanghai Huazhe Bund Equity Consideration for Targets excluding Shanghai Huazhe Bund The actual investment cost of Targets recorded in the entity’s books and records of Sunac Greentown and Shanghai Sunac Greentown Less: the investment cost of Shanghai Huazhe Bund The investment cost of of Targets excluding Shanghai Huazhe Bund Loss on the Transactions excluding the purchase of Shanghai Huazhe Bund Deferred income tax assets on the loss at tax rate of 25%	RMB’000 11,175,729 (1,970,285)
	9,205,444 10,016,148 (60,500)
	9,955,648
	(750,204)
	187,550

The pro forma adjustments in Note 2 will be adjusted as follow:

	a	b	c	Total
Investments accounted for using the equity method	—	(189,685)	—	(189,685)
Dividend receivable	—	189,685	—	189,685
Dividend payable	288,743	—	—	288,743
Reserves	—	—	(296,624)	(296,624)
Non-controlling interests	(288,743)	—	296,624	7,881

— VI-8 —

APPENDIX VI

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

The increase in non-controlling interests of RMB296,624,000 as in above table were calculated as follow:

Total Considerations: Equity Consideration of Onshore Target Group Equity Consideration of Offshore Target Group Debt Consideration of Offshore Target Group Debt Consideration of Onshore Target Group Less: Equity Consideration of Shanghai Huazhe Bund Debt Consideration of Shanghai Huazhe Bund Consideration attributable to the acquisition of 50% equity interests and certain debts (the “Debts”) of the Targets held by the non-controlling shareholder Less: Carrying value of net assets of the Targets and the Debts to be transferred held by non-controlling interests shareholder as at 31 December 2014 Less: Carrying value of net assets of Shanghai Huazhe Bund and the debts to be transferred held by non-controlling interests shareholder as at 31 December 2014 Excess over the carrying value recorded in equity	RMB’000 5,498,989 5,676,740 756,311 3,465,188 (1,970,285) (272,234)
	13,154,709 6,577,354 (6,786,796) 506,066
	(6,280,730)
	296,624

1. No adjustments have been made to the Unaudited Pro Forma Financial Information to reflect any trading results or other transactions of the Group or the Targets entered into subsequent to 31 December 2014.

2. The actual amounts of the adjustment will be determined on the completion dates of the Transactions, which may be different from the amounts presented in this pro forma financial information.

— VI-9 —

APPENDIX VI UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

The following is the text of a report received from PricewaterhouseCoopers, Certified Public Accountants, Hong Kong, for the purpose of incorporation in this circular.

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INDEPENDENT REPORTING ACCOUNTANT’S ASSURANCE REPORT ON THE COMPILATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION INCLUDED IN A CIRCULAR

TO THE DIRECTORS OF SUNAC CHINA HOLDINGS LIMITED

We have completed our assurance engagement to report on the compilation of unaudited pro forma financial information of Sunac China Holdings Limited (the “Company”) and its subsidiaries (collectively the “Group”) by the directors for illustrative purposes only. The unaudited pro forma financial information consists of the unaudited pro forma balance sheet as at 31 December 2014 and related notes (the “Unaudited Pro Forma Financial Information”) as set out on pages VI-1 to VI-9 of the Company’s circular dated 11 June 2015 (the “Circular”), in connection with the proposed acquisition of Offshore Target Group and Onshore Target Companies as defined in page 3 of the Circular (the “Transaction”) by the Company. The applicable criteria on the basis of which the directors have compiled the Unaudited Pro Forma Financial Information are described on pages VI-1.

The Unaudited Pro Forma Financial Information has been compiled by the directors to illustrate the impact of the Transaction on the Group’s financial position as at 31 December 2014 as if the Transaction had taken place at 31 December 2014. As part of this process, information about the Group’s financial position has been extracted by the directors from the Group’s financial statements for the year ended 31 December 2014, on which an audit report has been published.

Directors’ Responsibility for the Unaudited Pro Forma Financial Information

The directors are responsible for compiling the Unaudited Pro Forma Financial Information in accordance with paragraph 4.29 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) and with reference to Accounting Guideline 7 “Preparation of Pro Forma Financial Information for Inclusion in Investment Circulars” (“AG 7”) issued by the Hong Kong Institute of Certified Public Accountants (“HKICPA”).

— VI-10 —

APPENDIX VI

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

Reporting Accountant’s Responsibilities

Our responsibility is to express an opinion, as required by paragraph 4.29(7) of the Listing Rules, on the Unaudited Pro Forma Financial Information and to report our opinion to you. We do not accept any responsibility for any reports previously given by us on any financial information used in the compilation of the Unaudited Pro Forma Financial Information beyond that owed to those to whom those reports were addressed by us at the dates of their issue.

We conducted our engagement in accordance with Hong Kong Standard on Assurance Engagements 3420 “Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus”, issued by the HKICPA. This standard requires that the reporting accountant complies with ethical requirements and plans and performs procedures to obtain reasonable assurance about whether the directors have compiled the Unaudited Pro Forma Financial Information in accordance with paragraph 4.29 of the Listing Rules and with reference to AG 7 issued by the HKICPA.

For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the Unaudited Pro Forma Financial Information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the Unaudited Pro Forma Financial Information.

The purpose of unaudited pro forma financial information included in a circular is solely to illustrate the impact of a significant event or transaction on unadjusted financial information of the entity as if the event had occurred or the transaction had been undertaken at an earlier date selected for purposes of the illustration. Accordingly, we do not provide any assurance that the actual outcome of the Transaction at 31 December 2014 would have been as presented.

A reasonable assurance engagement to report on whether the unaudited pro forma financial information has been properly compiled on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used by the directors in the compilation of the unaudited pro forma financial information provide a reasonable basis for presenting the significant effects directly attributable to the event or transaction, and to obtain sufficient appropriate evidence about whether:

• The related pro forma adjustments give appropriate effect to those criteria; and

• The unaudited pro forma financial information reflects the proper application of those adjustments to the unadjusted financial information.

The procedures selected depend on the reporting accountant’s judgment, having regard to the reporting accountant’s understanding of the nature of the company, the event or transaction in respect of which the unaudited pro forma financial information has been compiled, and other relevant engagement circumstances.

— VI-11 —

APPENDIX VI UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

The engagement also involves evaluating the overall presentation of the unaudited pro forma financial information.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion:

• (a) the Unaudited Pro Forma Financial Information has been properly compiled by the directors of the Company on the basis stated;

• (b) such basis is consistent with the accounting policies of the Group; and

• (c) the adjustments are appropriate for the purposes of the Unaudited Pro Forma Financial Information as disclosed pursuant to paragraph 4.29(1) of the Listing Rules.

PricewaterhouseCoopers Certified Public Accountants Hong Kong, 11 June 2015

— VI-12 —

VALUATION REPORT

APPENDIX VII

The following is the text of a letter, summary of valuations and valuation certificates prepared for the purpose of incorporation in the Circular, received from DTZ Debenham Tie Leung Limited, an independent property valuer, in connection with its opinion of values of the property interest to be acquired by the Group as at 31 March 2015.

==> picture [67 x 53] intentionally omitted <==

16/F Jardine House 1 Connaught Place Central Hong Kong 11 June 2015

The Directors Sunac China Holdings Ltd. 10th Floor, Building C7 Magnetic Plaza Binsuixi Road Nankai District Tianjin The People’s Republic of China

Dear Sirs,

Instructions, Purpose & Valuation date

In accordance with your instructions for us to value the properties to be acquired by Sunac China Holdings Limited (referred to as the “Company”) and its subsidiaries (hereinafter together referred to as the “Group”) in the People’s Republic of China (the “PRC”) (as more particularly described in the valuation certificates), we confirm that we have inspected the properties, made relevant enquiries and obtained such further information as we consider necessary to provide you with our opinion of the values of such properties as at 31 March 2015 (the “valuation date”).

Definition of Market Value

Our valuation of each of the properties represents its market value which in accordance with The HKIS Valuation Standards 2012 Edition published by the Hong Kong Institute of Surveyors is defined as “the estimated amount for which a property should exchange on the valuation date between a willing buyer and a willing seller in an arm’s-length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion”.

Valuation Basis and Assumptions

Our valuations exclude any estimated price inflated or deflated by special terms or circumstances such as atypical financing, sale and leaseback arrangement, special considerations or concessions granted by anyone associated with the sale, or any element of special value.

— VII-1 —

APPENDIX VII

VALUATION REPORT

In valuing the properties, we have complied with the requirements set out in Chapter 5 and Practice Note 12 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, The Code on Takeovers and Mergers and Share Repurchases of Securities and Future Commission and the HKIS Valuation Standards 2012 Edition issued by the Hong Kong Institute of Surveyors.

In the course of our valuation of the properties in the PRC, we have assumed that, unless otherwise stated, the transferable land use rights of the properties for their respective terms at nominal annual land use fees have been granted and that any premium payable has already been fully paid.

We have relied on the information provided by the Group and the advice provided by JT & N Law Firm, the Group�s legal advisor, regarding the title to each of the properties and the interests of the Group in the properties. In valuing the properties, we have assumed that the grantees has an enforceable title to each of the properties and has free and uninterrupted rights to use, occupy or assign the properties for the whole of the respective unexpired land use term as granted.

In respect of the properties situated in the PRC, the status of titles and grant of major certificates approvals and licences, in accordance with the information provided by the Group are set out in the notes of the respective valuation certificates.

No allowance has been made in our valuations for any charges, mortgages or amounts owing on the properties nor for any expenses or taxation which may be incurred in effecting a sale. Unless otherwise stated, it is assumed that the properties are free from encumbrances, restrictions and outgoings of an onerous nature which could affect their values. In respect of the properties, we have relied on the legal opinion given to us by the Group’s legal advisor.

Our valuations are each on an entire interest basis.

For the properties situated in the PRC, we have been advised by the Group that the potential tax liabilities include Land Appreciation Tax (土地增值稅) at progressive tax rates from 30% to 60%, Business Tax (營業稅) at 5% of sales amount, related surcharge (附加稅) at 11% of Business Tax (營業稅), and Income Tax (所得稅) at 25% on profit before tax. The exact amount of tax payable upon realization of the relevant properties in the PRC will be subject to the formal tax advice issued by the relevant tax authorities at the time of disposal of relevant properties upon representation of the relevant transaction documents.

In respect of the properties to be acquired by the Group for sale and under construction in the PRC under Group I and Group II, the likelihood of the relevant tax liability being crystallized is high. As advised by the Group, the potential tax liabilities is estimated to be approximately RMB8,083 million would arise if such properties were to be sold at the amount of the valuation. The above amount is for indicative purpose and is calculated based on prevailing rules and information available as at the Latest Practicable Date.

— VII-2 —

APPENDIX VII

VALUATION REPORT

In respect of the properties to be acquired by the Group for future development in the PRC under Group III, the likelihood of the relevant tax liability being crystallized is remote as the Group has no plan for the disposal of such properties yet.

Method of Valuation

In valuing Properties in Group I, which are acquired by the Group for sale in the PRC, we have used the direct comparison approach assuming sale of these properties in its existing state with the benefit of vacant possession by making reference to comparables sales transactions as available in the relevant market.

In valuing Properties in Group II and III, which are acquired by the Group under development and for future development respectively in the PRC, we have valued them on the basis that they will be developed and completed in accordance with the latest development proposals provided to us by the Group (if any) . We have assumed that all consents, approvals and licences from relevant government authorities for the development proposals have been or will be obtained without onerous conditions or delays. We have also assumed that the design and construction of the developments are in compliance with the local planning and other relevant regulations and have been or will be approved by the relevant authorities. In arriving at our valuations, we have adopted the Direct Comparison Method by making reference to comparable sales evidence as available in the relevant market and have also taken into account the expended construction costs as well as the costs that will be expended to complete the developments. The “market value when completed” represents our opinion of the aggregate selling prices of the development assuming that it were completed as at the valuation date.

Source of Information

We have been provided by the Group with extracts of documents in relation to the titles to the properties. However, we have not inspected the original documents to ascertain any amendments which may not appear on the copies handed to us.

In the course of our valuation, we have relied to a very considerable extent on the information given to us by the Group in respect of the properties in the PRC and have accepted advice given by the Group on such matters as planning approvals or statutory notices, easements, tenure, identification of land and buildings, completion date of buildings, number of car parking spaces, particulars of occupancy, site and floor areas, interest attributable to Shanghai Sunac Greentown Investment Holdings Ltd. (referred to as Shanghai Sunac Greentown) and all other relevant matters.

Dimensions, measurements and areas included in the valuation certificates are based on information provided to us and are therefore only approximations. We have had no reason to doubt the truth and accuracy of the information provided to us by the Group which is material to the valuations. We were also advised by the Group that no material facts have been omitted from the information provided.

— VII-3 —

VALUATION REPORT

APPENDIX VII

Title Investigation

We have been provided with extracts of documents relating to the titles of the properties in the PRC, but no searches have been made in respect of the properties. We have not searched the original documents to verify ownership or to ascertain any amendment which may not appear on the copies handed to us. We are also unable to ascertain the title of the properties in the PRC and we have therefore relied on the advice given by the Group regarding the Group’s interests in the PRC properties.

Unless otherwise stated, it is assumed that the properties are free from encumbrances, restrictions and outgoings of any onerous nature which could affect their values.

Site Inspection

Our DTZ Shanghai office valuers Jenny Liang, Rick Sun, David Zhu, Jack Wang, Kevin Xu and Jack Sun, Tianjin Office valuer Joey Chen inspected the exterior and, whenever possible, the interior of the properties in 2015. However, no structural survey has been made, but in the course of our inspection, we did not note any serious defects. We are not, however, able to report whether the properties are free of rot, infestation or any other structural defects. No test was carried out on any of the services. Unless otherwise stated, we have not been able to carry out on-site measurements to verify the site and floor areas of the properties and we have assumed that the area shown on the documents handed to us are correct. For those properties which are under or held for future development, we have not carried out any soil investigations to determine the suitability of soil conditions and services for any future development. Moreover, we have not undertaken any environmental survey for the properties. Our valuations are prepared on the assumption that these aspects are satisfactory and that no extraordinary expenses or delays will be incurred during construction.

Currency

Unless otherwise stated, all money amounts indicated herein our valuations are in Renminbi (RMB), official currency of the PRC.

We enclose herewith a summary of valuations and our valuation certificates.

Yours faithfully,

for and on behalf of

DTZ Debenham Tie Leung Limited

Andrew K.F. Chan

Registered Professional Surveyor (GP) Registered China Real Estate Appraiser MSc., M.H.K.I.S.

Senior Director

Note: Mr. Andrew K. F. Chan is a Registered Professional Surveyor who has over 27 years of experience in the valuation of properties in the PRC.

— VII-4 —

VALUATION REPORT

APPENDIX VII

Summary of Valuations

				Market value	Market value
			Interest	in existing state
		Market value in	attributable	attributable to
		existing state as	to Shanghai	Shanghai Sunac
		at 31 March	Sunac	Greentown as at
	Property	2015	Greentown	**31 **	March 2015
		(RMB)	(%)		(RMB)
**Group I — Completed properties to be acquired by the Group **			**for sale in the **	PRC
1.	Unsold portion of Block Nos. 8, 9, 14	3,533,000,000	100	3,533,000,000
	to 17, 23 and basement car park of
	Dynasty on the Bund, No. 500
	Zhongshan Nanyi Road, Huangpu
	District, Shanghai, the PRC
2.	Unsold portion of Majestic Mansion,	1,724,000,000	100	1,724,000,000
	No.99 Xihualin Street, Suzhou
	Industrial Park District, Suzhou,
	Jiangsu Province, the PRC
3.	Unsold portion of Phase 1 of Shanghai	218,000,000	51		111,180,000
	Bund House, Nos. 1 and 2, Lane 566,
	South Zhongshan Road, Huangpu
	District, Shanghai, the PRC
4	Unsold portion of Shanghai Magnolia	309,000,000	100		309,000,000
	Garden, Tanglong Road, Tang Town,
	Pudong New District, Shanghai, the
	PRC
5.	Unsold portion of Shanghai Magnolia	1,115,000,000	49%		546,350,000
	Garden-Glorious Garden, Tanglong
	Road, Tang Town, Pudong New
	District, Shanghai, the PRC
6.	Unsold portion of Phases 1 and 2 of	1,509,000,000	60.18		908,116,200
	Shanghai Central Garden, Yichuan
	New Estate Street, Putuo District,
	Shanghai, the PRC

— VII-5 —

APPENDIX VII

VALUATION REPORT

				Market value	Market value
			Interest	in existing state
		Market value in	attributable	attributable to
		existing state as	to Shanghai	Shanghai Sunac
		at 31 March	Sunac	Greentown as at
	Property	2015	Greentown	31 March 2015
		(RMB)	(%)		(RMB)
7.	Unsold portion of Phases 1 and 2 of	287,000,000	85	243,950,000
	Magnolia Garden, the intersection of
	Gaolang Road and Lide Road, Binhu
	District, Wuxi, Jiangsu Province, the
	PRC
8.	Unsold portion of Block Nos. 1 and 3	108,000,000	39		42,120,000
	of Phase 1 of Magnolia West Project,
	the intersection of Gaolang Road and
	Lixin Road, Binhu District, Wuxi,
	Jiangsu Province, the PRC
9.	Unsold portion of Phase 1 of Magnolia	283,000,000	97	274,510,000
	Square, West of Wuyi Road, Wujin
	District, Changzhou, Jiangsu Province,
	the PRC
	Sub-total of Group I:	9,086,000,000		7,692,226,200
Group II — Properties to be acquired by the Group under development in the PRC
10.	The under construction development	7,207,000,000	100	7,207,000,000
	known as Block Nos. 4 to 7, 11 to 13,
	18 to 22, 24 of Dynasty on the Bund,
	No. 500 Zhongshan Nanyi Road,
	Huangpu District, Shanghai, the PRC
11.	The under construction development	8,095,000,000	51	4,128,450,000
	known as Phases 2 to 4 of Shanghai
	Bund House, Qiu 1/1, 620 Jiefang,
	Dongjiadu, Huangpu District,
	Shanghai, the PRC
12.	The under construction development	1,996,000,000	50	998,000,000
	known as Magnolia Mansion, Tanglong
	Road, Tang Town, Pudong New
	District, Shanghai, the PRC

— VII-6 —

APPENDIX VII

VALUATION REPORT

				Market value
			Interest	in existing state
		Market value in	attributable	attributable to
		existing state as	to Shanghai	Shanghai Sunac
		at 31 March	Sunac	Greentown as at
	Property	2015	Greentown	31 March 2015
		(RMB)	(%)	(RMB)
13.	The under construction development	1,411,000,000	51	719,610,000
	known as Shanghai Hongkou Project
	located at No.387 Shangqiu Road,
	Hongkou District, Shanghai, the PRC
14.	The under construction development	2,580,000,000	51	1,315,800,000
	known as Shanghai Gucun Project,
	located in 68/11 Qiu 0010 Block
	Gucun Town, Baoshan District,
	Shanghai, the PRC
15.	The under construction development	4,842,000,000	49	2,372,580,000
	known as Francais Demeure, Block 6,
	2/39 Qiu, Gaohang Town, Pudong New
	District, Shanghai, the PRC
16.	The under construction development	3,515,000,000	60.18	2,115,327,000
	known as Phase 3 of Shanghai Central
	Garden, Yichuan New Estate Street,
	Putuo District, Shanghai, the PRC
17.	The under construction development	603,000,000	85	512,550,000
	known as Phase 3 of Magnolia Garden,
	the intersection of Gaolang Road and
	Lide Road , Binhu District, Wuxi,
	Jiangsu Province, the PRC
18.	The under construction development	1,617,000,000	39	630,630,000
	known as Block Nos. 2, 4 and 7 of
	Phases 1 and 2 of Magnolia West
	Project, the intersection of Gaolang
	Road and Lixin Road, Binhu District,
	Wuxi, Jiangsu Province, the PRC

— VII-7 —

APPENDIX VII

VALUATION REPORT

				Market value
			Interest	in existing state
		Market value in	attributable	attributable to
		existing state as	to Shanghai	Shanghai Sunac
		at 31 March	Sunac	Greentown as at
	Property	2015	Greentown	31 March 2015
		(RMB)	(%)	(RMB)
19.	The under construction development	3,300,000,000	56.67	1,870,110,000
	known as Phases 1 and 2 of Fairy
	Land, south of Gaohu Road, north of
	Dushu Lake, Suzhou Industry Park
	District, Suzhou, Jiangsu Province, the
	PRC
20.	The under construction development	1,654,000,000	97	1,604,380,000
	known as Phases 1 to 3 of Magnolia
	Square, West of Wuyi Road, Wujin
	District, Changzhou, Jiangsu Province,
	the PRC
21.	The under construction development of	223,000,000	80	178,400,000
	Phases 1 and 2 of Azure Coast, east of
	Binhe West Road, south of Wanshun
	North Road, north of Hengfu Road,
	Tanggu District, Tianjin,the PRC
	Sub-total of Group II:	37,043,000,000		23,652,837,000
**Group III — Properties to be acquired by **		**the Group for future **	**development **	in the PRC
22.	The development site for the proposed	2,571,000,000	51	1,311,210,000
	development known as Phases 5 and 6
	of Shanghai Bund House, Qiu 1/1, 620
	Jiefang, Dongjiadu, Huangpu District
	Shanghai, the PRC
23.	The development site for the proposed	1,786,000,000	50	893,000,000
	development known as Phase 2 of
	Caobaolu Project, Caobao Road,
	Meilong Town, Minhang District,
	Shanghai, the PRC

— VII-8 —

VALUATION REPORT

APPENDIX VII

				Market value
			Interest	in existing state
		Market value in	attributable	attributable to
		existing state as	to Shanghai	Shanghai Sunac
		at 31 March	Sunac	Greentown as at
	Property	2015	Greentown	31 March 2015
		(RMB)	(%)	(RMB)
24.	The development site for the proposed	317,000,000	39	123,630,000
	development known as Phase 3 of
	Magnolia West Project, the intersection
	of Gaolang Road and Lixin Road,
	Binhu District, Wuxi, Jiangsu
	Province, the PRC
25.	The development site for the proposed	1,282,000,000	56.67	726,509,400
	development known as Phase 3 of
	Fairy Land, south of Gaohu Road,
	north of Dushu Lake, Suzhou Industry
	Park District, Suzhou, Jiangsu
	Province, the PRC
26.	The development site situated at Land	669,000,000	100	669,000,000
	Plot G58, North of Shishan Street and
	Jinshan Road, Suzhou, Jiangsu
	Province, the PRC
27.	The development site for the proposed	443,000,000	97	429,710,000
	development known as Phases 4 and 5
	of Magnolia Square, Chenjia village,
	Wujin District, Changzhou, Jiangsu
	Province, the PRC
28.	The development site for the proposed	1,270,000,000	23.03	292,481,000
	development known as Shanghai
	Fuyuan Binjiang Project situated at
	land plot Nos. E04-2 and E04-4 of
	Huangpu Riverbank Unit E10, Pudong
	New District, Shanghai, the PRC
	Sub-total of Group III:	8,338,000,000		4,445,540,400
	Grand total of Groups I to III:	54,467,000,000		35,790,603,600

— VII-9 —

VALUATION REPORT

APPENDIX VII

VALUATION CERTIFICATE

Group I — Completed properties to be acquired by the Group for sale in the PRC

Market value in Particulars of existing state as at Property Description and tenure occupancy 31 March 2015 1. Unsold portion of Dynasty on the Bund is a composite As at the RMB3,533,000,000 Block Nos. 8, 9, 14 development with apartment, residential, retail valuation date, to 17, 23 and and office buildings to be developed on 2 the property (100% interest basement car park parcels of land with a total site area of was vacant. attributable to of Dynasty on the approximately 105,045.10 sq m. Shanghai Sunac Bund, No. 500 Greentown: Zhongshan Nanyi The property comprises the unsold portion of RMB3,533,000,000) Road, Huangpu Block Nos. 8, 9, 14 to 17, 23 and basement of District, Shanghai, Dynasty on the Bund. the PRC Completed in 2012, the property has the gross

floor areas with details as follows:

	Approximate
Use	gross floor area
	(sq m)
High-rise apartments	46,829.02
Retail properties	7,520.00
Car parking spaces in basement	63,119.55
Total (Saleable)	117,468.57

The property is held with land use rights for terms of 40 years, 50 years and 70 years for uses of commercial, office and residential from 1 May 1999 respectively.

Notes:-

• (1) According to Supplementary Agreement of Shanghai Grant Contract of State-owned Land Use Rights No. (2010) 19 entered into between Shanghai Planning and Land Administration Bureau (“the Grantor”) and New Richport Property Development Shanghai Co., Ltd. (上海新富港房地產發展有限公司) (“the Grantee”) on 5 July 2010, the Grantor has granted the land use rights of Dynasty on the Bund to the Grantee with the particulars as follows:

• (i) Site area: 99,187.1 sq m

• (ii) Land use term: 40, 50 and 70 years for commercial, office and residential uses respectively

• (iii) Permitted gross floor area: total gross floor area not more than 389,030.33 sq m

According to Supplementary Agreement of Shanghai Grant Contract of State-owned Land Use Rights No. (2012) 12 entered into between Shanghai Planning and Land Administration Bureau (“the Grantor”) and Everbright Property Development Shanghai Co., Ltd. (上海豐明房地產發展有限公司) (“the Grantee”) on 26 March 2012, the land use rights of Dynasty on the Bund, comprising a total site area of approximately 5,858 sq m, have been granted to the grantee for a term of 50 years for composite use.

— VII-10 —

APPENDIX VII

VALUATION REPORT

• (2) According to Shanghai Certificate of Real Estate Ownership No. (2010) 002216 issued by Shanghai Planning Land and Resources Administration Bureau and Shanghai Housing Security and Administration Bureau on 19 July 2010, the land use rights of Dynasty on the Bund, comprising a total site area of approximately 99,187.1 sq m, have been vested in New Richport Property Development Shanghai Co., Ltd. (上海新富港房地產發展有限公司) for terms of 40 years, 50 years and 70 years for uses of commercial, office and residential from 1 May 1999 respectively.

According to Shanghai Certificate of Real Estate Ownership No. (2012) 051027 which is issued by Shanghai Planning Land and Resources Administration Bureau and Shanghai Housing Security and Administration Bureau on 31 May 2012, the land use rights of Dynasty on the Bund, comprising a total site area of approximately 5,858 sq m, have been vested in Everbright Property Development Shanghai Co., Ltd. (上海豐明房地產發展有限公司) for terms of 40 years, 50 years and 70 years for uses of commercial, office and residential from 1 May 1999 respectively.

• (3) According to Shanghai Certificate of Real Estate Ownership No. (2012) 052700 issued by Shanghai Planning Land and Resources Administration Bureau and Shanghai Housing Security and Administration Bureau on 21 December 2012, the title ownership of Dynasty on the Bund, comprising a total gross floor area of 122,322.96 sq m, have been vested in New Richport Property Development Shanghai Co., Ltd. (上海新富港房地產發展有限公司) for terms of 40 years, 50 years and 70 years for uses of commercial, office and residential from 1 May 1999 respectively.

• (4) According to Shanghai Certificate of Real Estate Ownership No. (2012) 052727 issued by Shanghai Planning Land and Resources Administration Bureau and Shanghai Housing Security and Administration Bureau on 25 December 2012, the title ownership of Dynasty on the Bund, comprising a total gross floor area of 61,569.70 sq m, have been vested in New Richport Property Development Shanghai Co., Ltd. (上海新富港房地產發展有限公司) for terms of 40 years, 50 years and 70 years for uses of commercial, office and residential from 1 May 1999 respectively.

• (5) According to Planning Permit for Construction Use of Land No. (2008) 00080423B00441 issued by Shanghai Planning Bureau on 21 April 2008, the construction site of a parcel of land with an area of 99,187.1 sq m, is in compliance with the requirements of urban planning.

According to Planning Permit for Construction Use of Land No. (2008) 00080423E00437 issued by Shanghai Planning Bureau on 21 April 2008, the construction site of a parcel of land with an area of 5,858 sq m, is in compliance with the requirements of urban planning.

• (6) According to seven Completion and Acceptance Certificates of Construction Works issued on the period between 4 August 2010 and 7 November 2012, the development of Dynasty on the Bund with a total gross floor area of approximately 302,104.36 sq m was completed.

• (7) As advised by the Group, portion of the property with a total gross floor area of approximately 20,828.25 sq m is subject to various agreements for sale and purchase for a total consideration of approximately RMB953,238,513. The total consideration aforesaid in respect of this portion of the property is reflected and included in our valuation shown above.

• (8) According to Business License No. 310000400061616, New Richport Property Development Shanghai Co., Ltd. (上海新富港房地產發展有限公司) has been established on 5 October 1993 as a limited company with a registered capital of RMB765,000,000 and a valid operation period from 5 October 1993 to 5 October 2043.

According to Business License No. 310000400672844, Everbright Property Development Shanghai Co., Ltd. (上海豐明房地產發展有限公司) has been established on 16 January 2012 as a limited company with a registered capital of RMB135,000,000 and a valid operation period from 16 January 2012 to 15 January 2062.

— VII-11 —

APPENDIX VII

VALUATION REPORT

• (9) We have been provided with a legal opinion issued by the Company’s PRC legal advisor, which contains, inter alia, the following information:

• (i) The Shanghai Certificates of Real Estate Ownership of the property are valid, legal and enforceable under the PRC laws;

• (ii) New Richport Property Development Shanghai Co., Ltd. (上海新富港房地產發展有限公司) and Everbright Property Development Shanghai Co., Ltd. (上海豐明房地產發展有限公司) are the sole legal land users of the property and has obtained the relevant certificates and approval from the government in respect of the construction of the property;

• (iii) The land use rights of the property is subject to legal charges in favor of 招商銀行股份有限公司上海田林 支行 (China Merchants Bank Corporation Limited Tianlin Branch), 中國農業銀行股份有限公司上海普陀支 行 (Agricultural Bank of China Corporation Limited Shanghai Putuo Branch), 上海浦東發展銀行股份有限 公司上海虹橋支行 (Shanghai Pudong Development Bank Corporation Limited Shanghai Hongqiao Branch) and 寧波銀行股份有限公司上海靜安支行 (Ningbo Bank Corporation Limited Jingan Branch) for a total consideration of RMB2,790,000,000.

• (iv) New Richport Property Development Shanghai Co., Ltd. (上海新富港房地產發展有限公司) and Everbright Property Development Shanghai Co., Ltd. (上海豐明房地產發展有限公司) have the right to freely lease, transfer, mortgage and dispose of the land use rights and building ownership of the property provided that where any of the property has been mortgaged, the Group has to discharge the mortgage or obtain the mortgagee’s consent in advance; and

• (v) All land premium stated in the Grant Contracts of State-owned Land Use Rights have been paid and settled.

• (10) The status of title and grant of major approvals and licenses in accordance with the information provided to us by the Group are as follows:

Supplementary Agreement of Shanghai Grant Contract of State-owned Land Use Rights	Yes
Shanghai Certificates of Real Estate Ownership	Yes
Planning Permits for Construction Use of Land	Yes
Completion and Acceptance Certificates of Construction Works	Yes
Business Licenses	Yes

— VII-12 —

VALUATION REPORT

APPENDIX VII

VALUATION CERTIFICATE

				Market value in
			Particulars of	existing state as at
	Property	Description and tenure	occupancy	31 March 2015
2.	Unsold portion of	Majestic Mansion is a residential development	As at the	RMB1,724,000,000
	Majestic Mansion,	with detached villas, low-rise residential and car	valuation date,
	No.99 Xihualin	parking spaces developed on a parcel of land	the property	(100% interest
	Street, Suzhou	with a site area of approximately 155,644.07 sq	was vacant.	attributable to
	Industrial Park	m in two phases.		Shanghai Sunac
	District, Suzhou,			Greentown:
	Jiangsu Province,	Completed in 2013, the property comprises the		RMB1,724,000,000)
	the PRC	unsold portion of Majestic Mansion and has a
		total gross floor areas as follows:

		Approximate
		Gross Floor
Use		Area
		(sq m)
Detached	villas	28,661.50
Mid-rise	residential	9,761.20
Total		38,422.72

The property is held with land use rights for a term due to expire on 11 January 2080 for residential use.

Notes:-

• (1) According to State-owned Land Use Rights Certificate No. (2011) 00007 dated 17 January 2011, the land use rights of the property, comprising a total site area of approximately 155,664.07 sq m have been vested in Suzhou Greentown Yuyuan Real Estate Development Co., Ltd. (蘇州綠城御園房地產開發有限公司) for a term due to expire on 11 January 2080 for residential use.

• (2) According to Grant Contract of State-owned Land Use Rights No. 3205032009CR0061 entered into between Land and Real Estate Bureau of Suzhou Industry District (the “Grantor”) and Greentown Real Estate Group Co., Ltd. (綠城房地產集團有限公司) (the “Grantee”) on 22 September 2009, the land use rights of Majestic Mansion, having a total site area of approximately 155,664.07 sq m, has been granted to the grantee for a consideration of RMB2,500,000,000.

• (3) According to Supplementary Agreement of Grant Contract for State-owned Land Use Rights No. 3205032009CR0061 entered into between Land and Real Estate Bureau of Suzhou Industry Area (the “Grantor”), Greentown Real Estate Group Co., Ltd. (綠城房地產集團有限公司) and Suzhou Greentown Yuyuan Real Estate Development Co., Ltd. (蘇州綠城御園房地產開發有限公司) on 8 January 2010, the land use rights of Majestic Mansion has been transferred from Greentown Real Estate Group Co., Ltd. (綠城房地產集團有限公司) to Suzhou Greentown Yuyuan Real Estate Development Co., Ltd. (蘇州綠城御園房地產開發有限公司).

• (4) According to Planning Permit for Construction Use of Land No. B20090009-01 issued by Suzhou Industrial Park District Planning and Construction Bureau on 22 February 2010, the construction site of a parcel of land with an area of 155,660 sq m is in compliance with the requirements of urban planning.

— VII-13 —

APPENDIX VII

VALUATION REPORT

• (5) According to two Planning Permits for Construction Works Nos. 20103116 and 20112390 all issued by Suzhou Industrial Park District Planning and Construction Bureau between the period of 14 December 2010 and 15 November 2011, the construction works of Majestic Mansion, with a gross floor area of 297,262.17 sq m, are in compliance with the construction works requirements and have been approved.

• (6) According to two Permits for Commencement of Construction Works Nos. 320594201006180101 and 320594201106220101 all issued by Suzhou Industrial Park District Planning and Construction Bureau between the period of 18 June 2010 and 22 June 2011, the construction works of Majestic Mansion with a total gross floor area of approximately 209,441.31 sq m, are in compliance with the requirements for works commencement and have been permitted.

• (7) According to three Pre-sale Permits for Commodity Housing Nos. (2011) 039, supplementary (2011) 039 and (2012) 071 all issued by Suzhou Housing and Construction Bureau, Majestic Mansion, with a total gross floor area of 189,323.74 sq m, has been permitted for pre-sale.

• (8) As advised by the Group, portion of the property with a gross floor area of approximately 23,227.94 sq m is subject to various agreements for sale and purchase for a total consideration of RMB945,792,378. The total consideration aforesaid in respect of this portion of the property is reflected and included in our valuation shown above.

• (9) According to Business License No. 320594000150433, Suzhou Greentown Yuyuan Real Estate Development Co., Ltd. (蘇州綠城御園房地產開發有限公司) was established on 22 December 2009 as a limited company with a registered capital of RMB250,000,000 for a valid operation period from 22 December 2009 to 20 December 2039.

• (10) We have been provided with a legal opinion issued by the Company’s PRC legal advisor, which contains, inter alia, the following information:

• (i) The State-owned Land Use Rights Certificates of the property are valid, legal and enforceable under the PRC laws;

• (ii) Suzhou Greentown Yuyuan Real Estate Development Co., Ltd. (蘇州綠城御園房地產開發有限公司) is the sole legal land user of the property and has obtained the relevant certificates and approval from the government in respect of the construction of the property;

• (iii) Suzhou Greentown Yuyuan Real Estate Development Co., Ltd. (蘇州綠城御園房地產開發有限公司) has the right to freely lease, transfer, mortgage and dispose of the land use rights and building ownership of the property provided that where any of the property has been mortgaged, the Group has to discharge the mortgage or obtain the mortgagee’s consent in advance; and

• (iv) All land premium stated in the Grant Contracts of State-owned Land Use Rights have been paid and settled.

— VII-14 —

APPENDIX VII

VALUATION REPORT

• (11) The status of the title and grant of major approvals and licenses in accordance with the information provided to us by the Group are as follows:

State-owned Land Use Rights Certificate	Yes
Grant Contract of State-owned Land Use Rights	Yes
Supplementary Agreement of Grant Contract for State-owned Land Use Rights	Yes
Planning Permit for Construction Use of Land	Yes
Planning Permits for Construction Works	Yes
Permits for Commencement of Construction Works	Yes
Pre-sale Permits for Commodity Housing	Yes
Business License	Yes

— VII-15 —

VALUATION REPORT

APPENDIX VII

VALUATION CERTIFICATE

• Market value in

• Particulars of existing state as at

• Property Description and tenure occupancy 31 March 2015

• 1. Unsold portion of Upon full completion, Shanghai Bund House is a As at the RMB218,000,000 Phase 1 of large-scale residential development and is valuation date Shanghai Bund erected on land with total site area of the property (51% interest House, Nos. 1 and approximately 65,758.00 sq m. was vacant. attributable to 2, Lane 566, South Shanghai Sunac Zhongshan Road, Phase 1 of Shanghai Bund House is completed Greentown: Huangpu District, in 2012. Phase 2 to 4 is under construction and RMB111,180,000) Shanghai, the PRC Phase 5 and 6 is vacant land.

The property comprises the unsold portion of Phase 1 of Shanghai Bund House with a total gross floor area with details as follows:

Use		Approximate GFA
		(sq m)
High-rise	residential	1,924.14

The property is held with land use rights for a term due to expire on 30 August 2074 for residential use.

Notes:-

• (1) According to Shanghai Grant Contract of State—owned Land Use Rights No. (2004) 58 entered into between Shanghai Housing and Land Resources Bureau (“the Grantor”) and Shanghai Huazhe Bund Real Estate Co., Ltd. (上海華浙外灘置業有限公司) (“the Grantee”) on 31 August 2004, the land use rights of the property, comprising a total site area of approximately 47,050 sq m and a total gross floor area above ground not more than 161,500 sq m, have been granted to the grantee for terms of 70 years for residential use and 40 years for commercial use for a consideration of RMB44,410,000.

• (2) According to Supplementary Agreement No. (2010) 4 of Shanghai Grant Contract of State—owned Land Use Rights No. (2004) 58 entered into between Shanghai Planning and Land Administration Bureau (“the Grantor”) and Shanghai Huazhe Bund Real Estate Co., Ltd. (上海華浙外灘置業有限公司) (“the Grantee”) on 10 August 2010, the Grantee had accepted a total gross floor area above ground of not more than 169,888.50 sq m with an additional land grant fee of RMB99,403,700.

• (3) According to Shanghai Certificate of Real Estate Ownership No. (2012) 001292 issued by Shanghai Housing and Land Resources Bureau, the title ownership of the property, comprising a total site area of 41,807 sq m and a total gross floor area of 55,906.42 sq m, have been vested in Shanghai Huazhe Bund Real Estate Co., Ltd. (上海華浙外灘置業有限公司) for a term of 70 years for residential use due to expire on 30 August 2074.

• (4) According to Planning Permit for Construction Use of Land No. (2004) 0144 issued by Shanghai Planning Bureau on 16 August 2004, the construction site of a parcel of land with an area of 63,360 sq m, is in compliance with the requirements of urban planning.

— VII-16 —

APPENDIX VII

VALUATION REPORT

• (5) According to three Planning Permits for Construction Works, the construction works of the property, with a total gross floor area of 156,046.60 sq m, is in compliance with the construction works requirements and have been approved with details as follows:

Certificate No. Date of issue Building (2014)FA31010120144153 27 January 2014 Block Nos. 3, 4 and basement of Bund House (2014)FA31010120145270 16 September 2014 Block Nos. 7 and basement of Bund House (2014)FA31010120135387 14 October 2013 Block Nos. 5, 6, 8 and basement of Bund House Total:	Above Ground Floor Area (sq m) 62,970.22 44,818.70 48,257.68
	156,046.60

• (6) According to three Permits for Commencement of Construction Works No. 0510HP0009D01 310101200503100419 to 0510HP0009D03 310101200503100419 all issued by Shanghai Construction Committee during the period between 15 June 2007 and 17 January 2008, the property with a total gross floor area of 156,046.60 sq m, is in compliance with the requirements for works commencement and have been permitted.

• (7) According to two Commodity Housing Pre-sale Permits Nos. (2009) 00000559 and (2010) 0000013 issued by Shanghai Housing and Land Resources Bureau between 7 August 2009 and 26 January 2010, the property with a total gross floor area of 76,453.64 sq m, are permitted for pre-sale.

• (8) According to Completion and Acceptance Certificate of Construction Works No. 2012HP0059 dated 25 April 2012, Old Area Rebuilt Project of Lot 11#, Dongjiadu Area with a total gross floor area of approximately 57,659 sq m, was completed.

— VII-17 —

APPENDIX VII

VALUATION REPORT

• (9) As advised by the Group, portion of the property with a gross floor area of approximately 1,924.14 sq m is subject to various agreements for sale and purchase for a total consideration of RMB217,570,007. The total consideration aforesaid in respect of this portion of the property is reflected and included in our valuation shown above.

• (10) According to Business License No. 310101000387233 dated 18 April 2012, Shanghai Huazhe Bund Real Estate Co., Ltd. (上海華浙外灘置業有限公司) was established on 26 September 2002 as a limited company with a registered capital of RMB50,000,000 for a valid operation period from 26 September 2002 to 30 September 2028.

• (11) We have been provided with a legal opinion issued by the Company’s PRC legal advisor, which contains, inter alia, the following information:

• (i) The Shanghai Certificate of Real Estate Ownership of the property is valid, legal and enforceable under the PRC laws;

• (ii) Shanghai Huazhe Bund Real Estate Co., Ltd. (上海華浙外灘置業有限公司) is the sole legal land user of the property and has obtained the relevant certificates and approval from the government in respect of the construction of the property;

• (iii) The land use rights of portion of the property is subject to a legal charge in favor of 中國信達 (China Cinda) for a consideration of RMB500,000,000 according to Shanghai Certificate of Real Estate Registration No. 201201001199.

• (iv) Shanghai Huazhe Bund Real Estate Co., Ltd. (上海華浙外灘置業有限公司) has the right to freely lease, transfer, mortgage and dispose of the land use rights and building ownership of the property provided that where any of the property has been mortgaged, the Group has to discharge the mortgage or obtain the mortgagee’s consent in advance; and

• (v) All land premium stated in the Grant Contracts of State-owned Land Use Rights have been paid and settled.

• (12) The status of title and grant of major approvals and licenses in accordance with the information provided by the Group are as follows:-

Shanghai Grant Contract of State-owned Land Use Rights	Yes
Supplementary Agreement of Shanghai Grant Contract of State-owned Land Use Rights	Yes
Shanghai Certificate of Real Estate Ownership	Yes
Planning Permit for Construction Use of Land	Yes
Planning Permits for Construction Works	Yes
Permits for Commencement of Construction Works	Yes
Commodity Housing Pre-sale Permits	Yes
Completion and Acceptance Certificate of Construction Works	Yes
Business License	Yes

— VII-18 —

VALUATION REPORT

APPENDIX VII

VALUATION CERTIFICATE

				Market value in
			Particulars of	existing state as at
	Property	Description and tenure	occupancy	31 March 2015
4.	Unsold portion of	Completed in 2013, Shanghai Magnolia Garden	As at the	RMB309,000,000
	Shanghai Magnolia	is erected on two parcels of land with a total	valuation date
	Garden, Tanglong	site area of approximately 58,163.00 sq m.	the property	(100% interest
	Road, Tang Town,		was vacant.	attributable to
	Pudong New	The property comprises the unsold portion of		Shanghai Sunac
	District, Shanghai,	Shanghai Magnolia Garden with the gross floor		Greentown:
	the PRC	area as follows:		RMB309,000,000)

Use	Approximate GFA
	(sq m)
High-rise residential	434.53
Mid-rise residential	5,038.00
Car parking spaces (171 lots)	7,918.95
Total	13,391.48

The property is held with land use rights for a term due to expire on 31 January 2080 for residential use.

Notes:-

• (1) According to Shanghai Grant Contract of State-owned Land Use Rights No. (2010) 1 entered into between Shanghai Housing and Land Resources Bureau (“the Grantor”) and Shanghai Lvshun Real Estate Group Co., Ltd. (上海綠順房地產集團有限公司) (“the Grantee”) dated 27 January 2010, the land use rights of the property, having a total site area of approximately 58,163 sq m and a total gross floor area above ground of 87,244.50 sq m, has been granted to the grantee for a term of 70 years for residential use for a consideration of RMB1,661,110,000.

• (2) According to Supplementary Agreement No. (2010) 24 of Shanghai Grant Contract for State-owned Land Use Rights No. (2010) 1 entered into between Shanghai Housing and Land Resources Bureau (“the Grantor”), Shanghai Lvshun Real Estate Group Co., Ltd. (上海綠順房地產集團有限公司) and Shanghai Lvshun Real Estate Development Co., Ltd. (上海綠順房地產開發有限公司) on 13 April 2010, the land use rights of the property has been transferred from Shanghai Lvshun Real Estate Group Co., Ltd. (上海綠順房地產集團有限公司) to Shanghai Lvshun Real Estate Development Co., Ltd. (上海綠順房地產開發有限公司).

• (3) According to three Shanghai Certificates of Real Estate Ownership No. (2014) 019250, No.(2013) 046408 and (2014) 019243 issued by Shanghai Housing and Land Resources Bureau, the title ownership of the property, comprising a total site area of 58,163 sq m and gloss floor area of 122,643.11 sq m, have been vested in Shanghai Lvshun Real Estate Development Co., Ltd. for a term of 70 years for residential use due to expire on 31 January 2080.

— VII-19 —

APPENDIX VII

VALUATION REPORT

• (4) According to Planning Permit for Construction Use of Land No. (2010) EA31011520109069 issued by Shanghai Planning Bureau on 27 April 2010, the construction site of a parcel of land with an area of 58,163 sq m is in compliance with the requirements of urban planning.

• (5) According to two Planning Permits for Construction Works Nos. (2010) FA31011520109149 and (2010) FA31011520109269 all issued by Shanghai Planning Bureau between the period of 14 July 2010 and 1 November 2010, the construction works of the property, with a total gross floor area of 134,491.16 sq m, are in compliance with the construction works requirements and have been approved.

• (6) According to Permit for Commencement of Construction Works Nos. 1002PD0036 D01 310115201003313919 issued by Shanghai Construction Committee on 1 November 2010, the construction works of the property with a total gross floor area of 129,380 sq m, are in compliance with the requirements for works commencement and have been permitted.

• (7) According to five Commodity Housing Pre-sale Permits Nos. (2011) 0000473, (2012) 0000105, (2011) 0000472, (2011) 0000190 and (2011) 0000474 all issued by Shanghai Housing and Land Resources Bureau, the property, with a total gross floor area of 95,187.08 sq m, has been permitted to be pre-sale.

• (8) According to Construction Works Completion Examination Certificate Nos. 2012PD0666 and No. 2012PD0211 dated between 27 November 2012 and 7 June 2013, the construction works of the property with a total gross floor area of 120,418.54 sq m have been examined and completed.

• (9) As advised by the Group, portion of the property with a total gross floor area of approximately 5,946.86 sq m is subject to various agreements for sales and purchase for a total consideration of approximately RMB266,637,201. The total consideration aforesaid in respect of this portion of the property is reflected and included in our valuation shown above.

• (10) According to Business License No. 310115001197087 dated 23 March 2010, Shanghai Lvshun Real Estate Development Co., Ltd. (上海綠順房地產開發有限公司) was established on 29 January 2010 as a limited company with a registered capital of RMB1,000,000,000 for a valid operation period from 29 January 2010 to 28 January 2020.

— VII-20 —

APPENDIX VII

VALUATION REPORT

• (11) We have been provided with a legal opinion issued by the Company’s PRC legal advisor, which contains, inter alia, the following information:

• (i) The Shanghai Certificates of Real Estate Ownership of the property are valid, legal and enforceable under the PRC laws;

• (ii) Shanghai Lvshun Real Estate Development Co., Ltd. (上海綠順房地產開發有限公司) is the sole legal land user of the property and has obtained the relevant certificates and approval from the government in respect of the construction of the property;

• (iii) The land use rights the property with site area 58,160.00 sq m is subject to a legal charge in favor of 中國建設銀行股份有限公司上海浦東分行 (China Construction Bank Corporation Limited (Shanghai Pudong Branch)) from 16 December 2010 to 15 December 2013 for a consideration of RMB700,000,000.

• (iv) Shanghai Lvshun Real Estate Development Co., Ltd. (上海綠順房地產開發有限公司) has the right to freely lease, transfer, mortgage and dispose of the land use rights and building ownership of the property provided that where any of the property has been mortgaged, the Group has to discharge the mortgage or obtain the mortgagee’s consent in advance; and

• (v) All land premium stated in the Grant Contracts of State-owned Land Use Rights have been paid and settled.

• (12) The status of title and grant of major approvals and licenses in accordance with the information provided by the Group are as follows:

Shanghai Certificates of Real Estate Ownership	Yes
Supplementary Agreement of Shanghai Grant Contract for State-owned Land Use Rights	Yes
Planning Permit for Construction Use of Land	Yes
Planning Permits for Construction Works	Yes
Permit for Commencement of Construction Works	Yes
Commodity Housing Pre-sale Permits	Yes
Business License	Yes

— VII-21 —

VALUATION REPORT

APPENDIX VII

VALUATION CERTIFICATE

Market value in Particulars of existing state as at Property Description and tenure occupancy 31 March 2015 5. Unsold portion of Shanghai Magnolia Garden-Glorious Garden is a As at the RM1,115,000,000 Shanghai Magnolia residential/commercial development erected on a valuation date Garden-Glorious parcel of land with a total site area of the property (49% interest Garden, Tanglong approximately 72,802.90 sq m. was vacant. attributable to Road, Tang Town, Shanghai Sunac Pudong New The property comprises the unsold portion of Greentown: District, Shanghai, Shanghai Magnolia Garden-Glorious Garden RMB546,350,000) the PRC with a total gross floor area as follows:

Use	Approximate GFA
	(sq m)
High-rise residential	5,827.50
Mid-rise residential	15,023.13
Retail	523.21
Basement car park	42,142.94
Total	63,516.78

The property is held with land use rights for a term due to expire on 10 October 2082 for residential use.

Notes:-

• (1) According to Grant Contract of State-owned Land Use Rights HPGT(2012)No.53 dated 24 September 2014, the land use rights of the land parcel with a total site area of 72,802.90 sq m have been granted to Shanghai Gezhouba Greentown Sunac Real Estate Co., Ltd. (上海葛洲壩綠榮置業有限公司) with details as follows:

Location : Tang Zhen Xin Shi Town Plot A-03-11 Site area (sq m) : 72,802.90 Planned GFA (sq m) : 109,204.35 Land Use : Residential Land use term : Residential: 70 years Land premium : RMB1,644,000,000 Plot ratio : Not more than 1.5

• (2) According to Shanghai Certificate of Real Estate Ownership No. (2012) 051231 dated 16 October 2012, the land use rights of the property with a total site area of 72,802.90 sq m have been vested in Shanghai Gezhouba Greentown Sunac Real Estate Co., Ltd. (上海葛洲壩綠榮置業有限公司) for a term due to expire on 10 October 2082 for residential use.

• (3) According to Planning Permit for Construction Use of Land No. (2012)HA31011520124911 dated 2 November 2012, the construction project on the land with a total site area of 72,802.90 sq m is in compliance with the urban planning requirements and has been approved.

• (4) According to Planning Permits for Construction Works Nos. (2013)FA31011520134596 and (2013)FA31011520134436 dated between 16 April 2013 and 20 May 2013, the construction works with a total planned gross floor area of 162,914.33 sq m are in compliance with the urban planning requirements and have been approved.

— VII-22 —

APPENDIX VII

VALUATION REPORT

• (5) According to Permit for Commencement of Construction Works No. 310115201210110419 dated 10 May 2013, the construction works with a total planned gross floor area of 85,828.93 sq m are in compliance with the requirements for works commencement and have been permitted.

• (6) According to Pre-sale Permits Nos. (2013) 0000343, (2014) 0000039, (2014) 0000038, (2013) 0000522 and (2013) 0000523 dated between 21 October 2013 and 29 January 2014, the property with a total gross floor area of 104,591.15 sq m is permitted for pre-sale.

• (7) As advised by the Group, portion of the property with a total gross floor area of approximately 27,750.77 sq m is subject to various agreements for sales and purchase for a total consideration of approximately RMB627,470,989. The total consideration aforesaid in respect of this portion of the property is reflected and included in our valuation shown above.

• (8) According to Business License No. 310115002013204, Shanghai Gezhouba Greentown Sunac Real Estate Co., Ltd. (上海葛洲壩綠榮置業有限公司) has been established as a limited company with registered capital of RMB100,000,000 for a valid operating period until 28 August 2022.

• (9) We have been provided with a legal opinion issued by the Company’s PRC legal advisor, which contains, inter alia, the following information:

• (i) The Shanghai Certificate of Real Estate Ownership of the property is valid, legal and enforceable under the PRC laws;

• (ii) Shanghai Gezhouba Greentown Sunac Real Estate Co., Ltd. (上海葛洲壩綠榮置業有限公司) is the sole legal land user of the property and has obtained the relevant certificates and approval from the government in respect of the construction of the property;

• (iii) Shanghai Gezhouba Greentown Sunac Real Estate Co., Ltd. (上海葛洲壩綠榮置業有限公司) has the right to freely lease, transfer, mortgage and dispose of the land use rights and building ownership of the property provided that where any of the property has been mortgaged, the Group has to discharge the mortgage or obtain the mortgagee’s consent in advance; and

• (iv) All land premium stated in the Grant Contracts of State-owned Land Use Rights have been paid and settled.

• (10) The status of title and grant of major approvals and licenses in accordance with the information provided by the Group are as follows:

Grant Contract of State-owned Land Use Rights	Yes
Shanghai Certificate of Real Estate Ownership	Yes
Planning Permit for Construction Use of Land	Yes
Planning Permit for Construction Works	Yes
Permit for Commencement of Construction Works	Yes
Business License	Yes

— VII-23 —

VALUATION REPORT

APPENDIX VII

VALUATION CERTIFICATE

				Market value in
			Particulars of	existing state as at
	Property	Description and tenure	occupancy	31 march 2015
6.	Unsold portion of	Shanghai Central Garden is a composite	As at the	RMB1,509,000,000
	Phases 1 and 2 of	development comprises residential, commercial,	valuation date,
	Shanghai Central	club house, services department and hotel	the property	(60.18% interest
	Garden, Yichuan	development. As advised by the Group,	was vacant.	attributable to
	New Estate Street,	Shanghai Central Garden is planned to be		Shanghai Sunac
	Putuo District,	developed in 3 phases and is erected on 4 parcel		Greentown:
	Shanghai, the PRC	of land with a total site area of approximately		RMB908,116,200)
		124,723.00 sq m.
		As advised by the Group, Phases 1 and 2 of
		Shanghai Central Garden is completed and is
		erected on a parcel of land with a total site area
		of 84,024 sq m which is a portion of land with a
		total site area of 98,543.00 sq m.

The property comprises the unsold portion of Phases 1 and 2 having various residential and commercial units, club house and car parking spaces in basement carport.

Completed in 2009 and 2014, the property has the gross floor area with details as follows:

	Approximate
Use	gross floor area
	(sq m)
High-rise residential	15,467.34
Retail	10,671.82
Car parking spaces in basement	24,429.72
Total	50,568.72

The property is held with a land use rights for a term due to expire on 20 July 2076 for residential use.

Notes :-

• (1) According to Shanghai Certificate of Real Estate Ownership No. (2010) 026865 dated 11 November 2010, the land use rights of the property, having a total site area of approximately 98,543.00 sq m, have been vested in Shanghai Haochuan Property Co., Ltd. (上海昊川置業有限公司) for a term due to expire on 20 July 2076 for residential use.

• (2) According to Grant Contract of State-owned Land Use Rights No. (2005) 50 entered into between Housing and Land Administration Bureau of Putuo District of Shanghai (上海市普陀區房屋土地管理局) (“the Grantor”) and Shanghai Haochuan Property Co., Ltd. (上海昊川置業有限公司) (“the Grantee”) on 28 September 2005, the land use rights of the property having a site area of approximately 38,239.00 sq m, has been granted to the Grantee for a term of 70 years for residential use for a consideration of RMB14,966,745.

— VII-24 —

VALUATION REPORT

APPENDIX VII

According to Grant Contract of State-owned Land Use Rights No. (2005) 61 entered into between Housing and Land Administration Bureau of Putuo District of Shanghai (上海市普陀區房屋土地管理局) (“the Grantor”) and Shanghai Haochuan Property Co., Ltd. (上海昊川置業有限公司) (“the Grantee”) on 2 December 2005, the land use rights of the property having a site area of approximately 39,061.00 sq m, has been granted to the Grantee for a term of 70 years for residential use for a consideration of RMB9,128,556.

According to Supplementary Agreement (2006) 5 of Grant Contracts of State-owned Land Use Rights No. (2005) 50 and (2005) 61 entered into between Housing and Land Administration Bureau of Putuo District of Shanghai (上海市普陀區房屋土地管理局) (“the Grantor”) and Shanghai Haochuan Property Co., Ltd. (上海昊川置業有限公司) (“the Grantee”) on 21 July 2006, the site area of the parcel of land had changed to 98,543.20 for a supplementary consideration of RMB14,856,551.

• (3) According to Planning Permit for Construction Use of Land No. (2003) 0021 issued by Putuo City Planning and Management Bureau (普陀區城市規劃管理局) on 8 July 2003, the construction site of a parcel of land with an area of 212,016.00 sq m, is in compliance with the urban planning requirements.

• (4) According to four Planning Permits for Construction Works all issued by Putuo City Planning and Management Bureau (普陀區城市規劃管理局), the construction works of the property, with a gross floor area of 113,163.25 sq m, are in compliance with the construction works requirements and have been approved. The details of the permits are summarized as follows:

				Gross floor
Permit No.	Date of issue	Location	Construction	area (sq m)
(2005)	19 December	South of Huning Rail,	Block Nos. 1, 2 and 4 of	83,827.30
07051220F01246	2005	north of planned Shi	Shanghai Central Garden
		Quan East Road, east of
		Guangxin Road
(2006)	7 March 2006	East of Zhongshan North	Residential Block No. 3	29,335.95
07060308F0026		Road, east of Guangxin	and basement Car park
		Road, south of Huning
		Rail, Putuo District
(2007)	17 Dec 2007	North of Zhongshan	Residential block Nos. 8,	103,633.36
07071218F03550		North Road, east of	9, 11 of Shanghai Central
		Guangxin Road, south of	Garden and east section
		Huning Rail	of basement Car park
(2011)	8 June 2011	North of Zhongshan	Residential block Nos.	121,409.54
FA31010720111010		North Road, east of	10, 12, 13, 14 and 15 of
		Guangxin Road, south of	Shanghai Central Garden
		Huning Rail	and basement Car park
Total:				338,206.15

— VII-25 —

APPENDIX VII

VALUATION REPORT

• (5) According to four Permits for Commencement of Construction Works all issued by Shanghai Construction Industry Management Office (上海市建築業管理辦公室), the property has been permitted for the construction with the development scheme as follows:

			Gross floor
Permit No.	Date of issue	Construction	area (sq m)
0301PT028D01	23 December 2005	Block Nos. 1, 2 and 4 of Shanghai Central	83,827.00
310107200310312219		Garden
0301PT028D012	13 March 2006	Residential Block No. 3 and basement Car	29,335.00
310107200310312219		park
0301PT0282 D03	26 December 2007	Residential block Nos. 8, 9, 11 of Shanghai	103,633.00
310107200310312219		Central Garden and east section of basement
		Car park
0301PT0282 D06	10 June 2011	Residential block Nos. 10, 12, 13, 14 and 15	121,409.54
310107200310312219		of Shanghai Central Garden and basement
		Car park
Total:			338,204.54

• (6) According to Shanghai Completion and Acceptance of Construction Works Certificate (上海市建設工程竣工規劃驗收合格證) No. (2009) JA31010720091605 issued by 上海市普陀區規劃和土地管理 局 (Shanghai Putuo District Planning and Land Management Bureau) on 12 November 2009 and 建設工程竣工驗收備案證書 No. 2014SH0076 on 15 April 2014, the development of the property comprising a total gross floor area of 326,012.91 sq m was completed.

• (7) According to Business License No. 310107000362909, Shanghai Haochuan Property Co., Ltd. (上海昊川置業有限公司) was established on 18 December 2002 as a limited company with a registered capital of RMB50,000,000 for a valid operation period from 18 December 2002 to 17 December 2022.

• (8) As advised by the Group, portion of the property with a total gross floor area of approximately 12,961.95 sq m is subject to various agreements for sales and purchase for a total consideration of approximately RMB397,507,738. The total consideration aforesaid in respect of this portion of the property is reflected and included in our valuation shown above.

• (9) We have been provided with a legal opinion issued by the Company’s PRC legal advisor, which contains, inter alia, the following information:

• (i) The Shanghai Certificate of Real Estate Ownership of the property is valid, legal and enforceable under the PRC laws;

• (ii) Shanghai Haochuan Property Co., Ltd. (上海昊川置業有限公司) is the sole legal land user of the property and has obtained the relevant certificates and approval from the government in respect of the construction of the property;

• (iii) The land use rights of the property with site area 26,180 sq m is subject to a legal charge in favor of 上 海國際信託有限公司 (Shanghai International Trust Company Limited) from 15 April 2014 to 14 June 2016 for a consideration of RMB1,900,000,000.

• (iv) Shanghai Haochuan Property Co., Ltd. (上海昊川置業有限公司) has the right to freely lease, transfer, mortgage and dispose of the land use rights and building ownership of the property provided that where any of the property has been mortgaged, the Group has to discharge the mortgage or obtain the mortgagee’s consent in advance; and

— VII-26 —

VALUATION REPORT

APPENDIX VII

• (v) All land premium stated in the Grant Contracts of State-owned Land Use Rights have been paid and settled.

• (10) The status of title and grant of major approvals and licenses in accordance with the information provided to us by the Group are as follows:

Shanghai Certificate of Real Estate Ownership	Yes
Grant Contracts of State-owned Land Use Rights	Yes
Supplementary Agreement of Grant Contract of State-owned Land Use Rights	Yes
Planning Permit for Construction Use of Land	Yes
Planning Permits for Construction Works	Yes
Permits for Commencement of Construction Works	Yes
Shanghai Completion and Acceptance of Construction Works Certificate	Yes
Business License	Yes

— VII-27 —

VALUATION REPORT

APPENDIX VII

VALUATION CERTIFICATE

Description and tenure

Property

1. Unsold portion of Upon full completion, Magnolia Garden is a Phases 1 and 2 of residential development erected on a parcel of Magnolia Garden, land with a total site area of approximately the intersection of 180,826.30 sq m. Gaolang Road and Lide Road , Binhu Phases 1 and 2 of Magnolia Garden is District, Wuxi, completed between 2011 and 2012 and comprise Jiangsu Province, high-rise residential buildings and car parking the PRC spaces in the basement.

Market value in Particulars of existing state as at occupancy 31 March 2015 As at the date RMB287,000,000 of valuation the property was (85% interest vacant. attributable to Shanghai Sunac Greentown: RMB243,950,000)

The property comprises the unsold portion of Phases 1 and 2 of Magnolia Garden with a total gross floor area as follows:

Use	Approximate GFA
	(sq m)
High-rise residential	20,066.51
Car parking spaces in basement
(84 lots)	38,681.00
Total	58,747.51

The property is held with land use rights for commercial and residential uses. For details, please see the note (1) below.

— VII-28 —

VALUATION REPORT

APPENDIX VII

Notes:-

• (1) According to State-owned Land Use Rights Certificates listed below, the land use rights of the property have been vested in Wuxi Greentown Real Estate Development Co., Ltd. (無錫綠城房地產開發有限公司) with details as follows:

Certificate No. Year of issue Use Expiry date of land use term (2008)14 2008 Commercial and Residential 31 January 2078 for residential and 31 January 2048 for commercial (2008)15 2008 Commercial and Residential 31 January 2078 for residential and 31 January 2048 for commercial (2008)16 2008 Commercial and Residential 31 January 2078 for residential and 31 January 2048 for commercial Total:	Site area (sq m) 49,672.30 84,540.40 46,613.55
	180,826.20

• (2) According to Completion and Acceptance Certificates of Construction Works Nos. (2011)76 and (2012)77 issued on 29 December 2011 and 28 December 2012, the property with a total gross floor area of approximately 446,171 sq m was completed.

• (3) As advised by the Group, portion of the property with a total gross floor area of approximately 8,547.15 sq m is subject to various sales and purchase agreements for a total consideration of approximately RMB89,417,207. The total consideration aforesaid in respect of this portion of the property is reflected and included in our valuation shown above.

• (4) According to Business License No. 32021100013326, Wuxi Greentown Real Estate Development Co., Ltd. (無錫綠城房地產開發有限公司) has been established as a limited company with registered capital of RMB174,807,200 for a valid operating period from 7 December 2007 and 6 December 2027.

• (5) We have been provided with a legal opinion issued by the Company’s PRC legal advisor, which contains, inter alia, the following information:

• (i) The State-owned Land Use Rights Certificates of the property are valid, legal and enforceable under the PRC laws;

• (ii) Wuxi Greentown Real Estate Development Co., Ltd. (無錫綠城房地產開發有限公司) is the sole legal land user of the property and has obtained the relevant certificates and approval from the government in respect of the construction of the Property;

• (iii) The land use rights of the property with site area 46,613.5 sq m is subject to a legal charge in favor of 招 商銀行股份有限公司無錫分行 (China Merchants Bank Corporation Limited Wuxi Branch) from18 September 2013 to 26 April 2015 for a consideration of RMB555,000,000.

• (iv) Wuxi Greentown Real Estate Development Co., Ltd. (無錫綠城房地產開發有限公司) has the right to freely lease, transfer, mortgage and dispose of the land use rights and building ownership of the property provided that where any of the property has been mortgaged, the Group has to discharge the mortgage or obtain the mortgagee’s consent in advance; and

— VII-29 —

VALUATION REPORT

APPENDIX VII

• (v) All land premium stated in the Grant Contracts of State-owned Land Use Rights have been paid and settled.

• (6) The status of title and grant of major approvals and licenses in accordance with the information provided by the Group are as follows:

State-owned Land Use Rights Certificates Yes Completion and Acceptance Certificates of Construction Works Yes Business License Yes

— VII-30 —

VALUATION REPORT

APPENDIX VII

VALUATION CERTIFICATE

				Market value in
			Particulars of	existing state as at
	Property	Description and tenure	occupancy	31 March 2015
8.	Unsold portion of	Upon completion, Magnolia West Project is a	As at the	RMB108,000,000
	Block Nos. 1 and 3	residential development with communal facilities	valuation date
	of Phase 1 of	and is erected on a total site area of	the property	(39% interest
	Magnolia West	approximately 171,572.20 sq m.	was vacant.	attributable to
	Project, the			Shanghai Sunac
	intersection of	The property comprises the unsold portion of		Greentown:
	Gaolang Road and	the completed high rise residential Blocks No. 1		RMB42,120,000)
	Lixin Road, Binhu	and 3 of Phase 1 with total gross floor area of
	District, Wuxi,	approximately 9,379.87 sq m.
	Jiangsu Province,
	the PRC	The land use rights of the property have been
		granted for residential use. For details, please
		see the note (2) below.

Notes:-

• (1) According to Grant Contract of State-owned Land Use Rights No. 3202012009CR0025 dated 13 August 2009 (and its supplementary agreement dated 2 February 2010), the land use rights of the land parcel with a total site area of 171,572.2 sq m have been granted to Wuxi Taihu Greentown Real Estate Co., Ltd. (無錫太湖綠城置業有限公司) with details as follows:

Location	:	West of Lixin Avenue, North of Guanshan Road, East of Guanshun
		Road, and south of Gaolang Road, Lake Tai New Town, Binhu District
Site area (sq m)	:	171,572.2
Planned GFA (sq m)	:	377,458.8
Land Use	:	Commercial and residential
Land use term	:	Commercial: 40 years Residential: 70 years
Land premium	:	RMB1,100,000,000
Plot ratio	:	Not more than 2.2

— VII-31 —

APPENDIX VII

VALUATION REPORT

• (2) According to State-owned Land Use Rights Certificates listed below, the land use rights of the property have been vested in Wuxi Taihu Greentown Real Estate Co., Ltd. (無錫太湖綠城置業有限公司) with details as follows:

Expiry date of land use Site area Certificate No. Date of issue Use term (sq m) (2010) 017 26 April 2010 Commercial and 12 August 2049 for 43,452.80 Residence commercial; 12 August 2079 for residence; 12 August 2059 for other uses. (2010)018 26 April 2010 Commercial and 12 August 2049 for 77,687.80 Residence commercial; 12 August 2079 for residence; 12 August 2059 for other uses. Total: 121,140.60

• (3) According to Planning Permit for Construction Use of Land No. 3202112010B0009 dated 19 April 2010, the construction project on the land with a total site area of 171,572.2 sq m is in compliance with the urban planning requirements and has been approved.

• (4) According to Planning Permits for Construction Works Nos. 3202112013B0012 and 3202112013B0013 dated between 25 March 2013 and 7 April 2013, the construction works with a total planned gross floor area of 326,583.73 sq m are in compliance with the urban planning requirements and have been approved.

• (5) According to Permits for Commencement of Construction Works Nos.3202112011072200004A, 3202112011072200003A, 320211020130041, 320211020130042 dated 22 July 2011, 28 April 2013, and 6 May 2013, the construction works with a total planned gross floor area of 369,778.4 sq m are in compliance with the requirements for works commencement and have been permitted.

• (6) According to Pre-sale Permits Nos. (2013)100, (2013)041, (2013)068, and (2013) 116 dated between 23 May 2013 and 21 November 2013, the property with a total gross floor area of 217,716.74 sq m is permitted for pre-sale.

• (7) According to Business License No. 320211000156501, Wuxi Taihu Greentown Real Estate Co., Ltd. (無錫太湖綠城置業有限公司) has been established as a limited company with registered capital of RMB300,000,000 for a valid operating period from 25 January 2010.

— VII-32 —

APPENDIX VII

VALUATION REPORT

• (8) We have been provided with a legal opinion issued by the Company’s PRC legal advisor, which contains, inter alia, the following information:

• (i) The State-owned Land Use Rights Certificates of the property are valid, legal and enforceable under the PRC laws;

• (ii) Wuxi Taihu Greentown Real Estate Co., Ltd. (無錫太湖綠城置業有限公司) is the sole legal land user of the property and has obtained the relevant certificates and approval from the government in respect of the construction of the property;

• (iii) The land use rights of a portion of the property with site area 77,687.8 sq m is subject to a legal charge in favor of 海爾集團財務有限責任公司 (Haier Group Finance Company Limited) from 4 March 2014 and 3 March 2017 for a consideration of RMB972,618,000.

• (iv) Wuxi Taihu Greentown Real Estate Co., Ltd. (無錫太湖綠城置業有限公司) has the right to freely lease, transfer, mortgage and dispose of the land use rights and building ownership of the property provided that where any of the property has been mortgaged, the Group has to discharge the mortgage or obtain the mortgagee’s consent in advance; and

• (v) All land premium stated in the Grant Contracts of State-owned Land Use Rights have been paid and settled.

• (9) The status of title and grant of major approvals and licenses in accordance with the information provided by the Group are as follows:

Grant Contract of State-owned Land Use Rights	Yes
State-owned Land Use Rights Certificates	Yes
Planning Permit for Construction Use of Land	Yes
Planning Permit for Construction Works	Yes
Pre-Sale Permits	Yes
Business License	Yes

— VII-33 —

VALUATION REPORT

APPENDIX VII

VALUATION CERTIFICATE

Property Description and tenure

1. Unsold portion of Upon completion, Magnolia Square is a Phase 1 of composite residential development and is erected Magnolia Square, on three parcels of land with a total site area of West of Wuyi approximately 413,251.80 sq m. Road, Wujin District, The property comprises the unsold portion of Changzhou, Jiangsu Phase 1 and has a total gross floor area as Province, the PRC follows:

Market value in Particulars of existing state as at occupancy 31 March 2015 As at the RMB283,000,000 valuation date the property (97% interest was vacant. attributable to Shanghai Sunac Greentown: RMB274,510,000)

	Approximate
	Gross Florr Area
Use	(sq m)
High-rise Residential	19,566.15
Commercial	1,887.25
Car Park	37,957.46
Total	59,410.86

The land use rights of the property have been granted for a term of 70 years for residential

uses.

Notes :-

• (1) According to State-owned Land Use Rights Certificate No. (2011)1204747 dated 30 September 2011, the land use rights of portion of the property comprising a total site area of 87,022.40 sq m, have been vested in Changzhou Greentown Real Estate Co., Ltd. (常州綠城置業有限公司).

According to State-owned Land Use Rights Certificate No.(2011)1204748 dated 30 September 2011, the land use rights of portion of the property comprising a total site area of 79,088.60 sq m, have been vested in Changzhou Greentown Real Estate Co., Ltd. (常州綠城置業有限公司).

According to State-owned Land Use Rights Certificate No. (2013)02067, the land use rights of portion of the property comprising a total site area of 75,880.550 sq m have been vested in Changzhou Greentown Real Estate Co., Ltd (常州綠城置業有限公司).

According to State-owned Land Use Rights Certificate No. (2013)21823, the land use rights of portion of the property comprising a total site area of 70,686.30 sq m have been vested in Changzhou Greentown Real Estate Co., Ltd (常州綠城置業有限公司).

• (2) According to Grant Contract of State-owned Land Use Rights No. 3204832010CR0154 dated 11 August 2010, State-owned Land Resources Bureau of Changzhou Municipality (常州市國土資源局) has granted the land use rights of the property comprising a site area of 79,088.6 sq m to Ketai company (HK) (科泰香港有限公司) and Greentown Real Estate Group Co., Ltd. (綠城房地產集團有限公司) for a consideration of RMB399,397,430.

According to Supplementary Agreement dated 2 November 2010, the land use rights of the property have been totally transferred to Changzhou Greentown Real Estate Co., Ltd. (常州綠城置業有限公司).

— VII-34 —

APPENDIX VII

VALUATION REPORT

According to Grant Contract of State-owned Land Use Rights No. 3204832010CR0155 dated 11 August 2010, State-owned Land Resources Bureau of Changzhou Municipality (常州市國土資源局) has granted the land use rights of the property comprising a site area of 87,022.4 sq m to Ketai company (HK) (科泰香港有限公司) and Greentown Real Estate Group Co., Ltd. (綠城房地產集團有限公司) for a consideration of RMB439,463,120.

According to Supplementary Agreement dated 2 November 2010, the land use rights of the property have been totally transferred to Changzhou Greentown Real Estate Co., Ltd. (常州綠城置業有限公司).

• (3) According to Planning Permit for Construction Use of Land No. 320400201150082 dated 14 November 2011 issued by Changzhou Urban Planning Bureau, the construction site of a parcel of land for the development of Greentown Yulan Square with a site area of approximately 87,022.40 sq m, is in compliance with the urban planning requirements and has been approved.

Pursuant to Planning Permit for Construction Use of Land No. 320400201350040 dated 14 June 2013 issued by Changzhou Urban Planning Bureau, the construction site of a parcel of land for the development of Greentown Yulan Square with a site area of approximately 79,088.60 sq m, is in compliance with the urban planning requirements and has been approved.

• (4) According to Planning Permit for Construction Works No. 320400201150151 dated 14 October 2011 issued by Changzhou Urban Planning Bureau, the construction works of the property, with a total gross floor area of approximately 307,574 sq m are in compliance with the urban construction requirements and has been approved.

According to Planning Permit for Construction Works No. 320400201350084 dated 3 July 2013 issued by Changzhou Urban Planning Bureau, the construction works of the property, with a total gross floor area of approximately 253,265 sq m are in compliance with the urban construction requirements and has been approved.

• (5) According to Permit for Commencement of Construction Works No. 320483201110170901 dated 17 October 2011 issued by Changzhou housing and urban-rural construction Bureau, the construction works of Greentown Yulan Square with a total gross floor area of approximately 307,574 sq m are in compliance with the requirements for works commencement and are permitted.

According to Permit for Commencement of Construction Works No. 320483201307090101 dated 09 July 2013 issued by Changzhou Wujin housing and urban-rural construction Bureau, the construction works of Greentown Yulan Square with a total gross floor area of approximately 122,641.12 sq m are in compliance with the requirements for works commencement and are permitted.

According to Permit for Commencement of Construction Works No. 320483201307090201 dated 09 July 2013 issued by Changzhou Wujin housing and urban-rural construction Bureau, the construction works of Greentown Yulan Square with a total gross floor area of approximately 131,842.89 sq m are in compliance with the requirements for works commencement and are permitted.

• (6) According to Commodity Housing Pre-sale Permit No. (2012) 056 issued by Changzhou Housing and Land Resources Bureau, the property with a total gross floor area of 49,529.87 sq m, are permitted for pre-sale.

According to Commodity Housing Pre-sale Permit No. (2013) 073 issued by Changzhou Housing and Land Resources Bureau, the property with a total gross floor area of 56,002.10 sq m, are permitted for pre-sale.

According to Commodity Housing Pre-sale Permit No. (2013) 066 issued by Changzhou Housing and Land Resources Bureau, the property with a total gross floor area of 38,784.75 sq m, are permitted for pre-sale.

According to Commodity Housing Pre-sale Permit No. (2013) 094 issued by Changzhou Housing and Land Resources Bureau, the property with a total gross floor area of 52,162.91 sq m, are permitted for pre-sale.

— VII-35 —

APPENDIX VII

VALUATION REPORT

According to Commodity Housing Pre-sale Permit No. (2014) 007 issued by Changzhou Housing and Land Resources Bureau, the property with a total gross floor area of 53,699.72 sq m, are permitted for pre-sale.

According to Commodity Housing Pre-sale Permit No. (2013) 041 issued by Changzhou Housing and Land Resources Bureau, the property with a total gross floor area of 1,939.89 sq m, are permitted for pre-sale.

• (7) According to Business License No. 320000400004377 dated 17 October 2014, Changzhou Greentown Real Estate Co., Ltd. (常州綠城置業有限公司) was established on 1 November 2010 as a limited company with a registered capital of RMB837,500,000 for a valid operation from 1 November 2010 to 31 October 2030.

• (8) We have been provided with a legal opinion issued by the Company’s PRC legal advisor, which contains, inter alia, the following information:

• (i) The State-owned Land Use Rights Certificates of the property are valid, legal and enforceable under the PRC laws;

• (ii) Changzhou Greentown Real Estate Co., Ltd. (常州綠城置業有限公司) is the sole legal land user of the property and has obtained the relevant certificates and approval from the government in respect of the construction of the property;

• (iii) The land use rights of the property is subject to legal charges in favor of 光大銀行常州支行 (CEB Bank Changzhou Branch), 農業銀行常州支行 (Agricultural Bank Changzhou Branch), 陸家嘴國際信託有限公司 (Lvjiazui Trust Company Limited) for a total consideration of RMB1,105,244,500.

• (iv) Changzhou Greentown Real Estate Co., Ltd. (常州綠城置業有限公司) has the right to freely lease, transfer, mortgage and dispose of the land use rights and building ownership of the property provided that where any of the property has been mortgaged, the Group has to discharge the mortgage or obtain the mortgagee’s consent in advance; and

• (v) All land premium stated in the Grant Contracts of State-owned Land Use Rights have been paid and settled.

• (9) The status of title and grant of major approvals and licenses in accordance with the information provided to us by the Group are as follows:

State-owned Land Use Rights Certificates	Yes
Grant Contracts of State-owned Land Use Rights	Yes
Supplementary Agreements of Grant Contract of State-owned Land Use Rights	Yes
Planning Permits for Construction Use of Land	Yes
Planning Permits for Construction Works	Yes
Permits for Commencement of Construction Works	Yes
Commodity Housing Pre-sale Permits	Yes
Business License	Yes

— VII-36 —

VALUATION REPORT

APPENDIX VII

VALUATION CERTIFICATE

Group II — Properties to be acquired by the Group under development in the PRC

				Market value in
			Particulars of	existing state as at
	Property	Description and tenure	occupancy	31 March 2015
10.	The under	Dynasty on the Bund is a composite	As at the	RMB7,207,000,000
	construction	development with apartment, residential, retail	valuation date,
	development	and office buildings to be developed on 2	the property	(100% interest
	known as Block	parcels of land with a total site area of	was under	attributable to
	Nos. 4 to 7, 11 to	approximately 105,045.10 sq m.	construction.	Shanghai Sunac
	13, 18 to 22, 24 of			Greentown:
	Dynasty on the	The property comprises the proposed blocks		RMB7,207,000,000)
	Bund, No. 500	known as Block Nos. 4 to 7, 11 to 13, 18 to 22
	Zhongshan Nanyi	and 24 of Dynasty on the Bund.
	Road, Huangpu
	District, Shanghai,	As advised by the Group, the property is
	the PRC	scheduled to be completed in 2017 and has the
		proposed gross floor area with details as
		follows:

	Approximate
Use	gross floor area
	(sq m)
Mid-rise residential	10,617.63
High-rise residential	115,463.19
Office	116,881.27
Retail	19,415.10
Car parking spaces in basement	128,568.01
Total	390,945.20

The property is held with land use rights for terms of 40 years, 50 years and 70 years for uses of commercial, office and residential from 1 May 1999 respectively.

Notes:-

• (1) According to Supplementary Agreement of Shanghai Grant Contract of State-owned Land Use Rights No. (2010) 19 entered into between Shanghai Planning and Land Administration Bureau (“the Grantor”) and New Richport Property Development Shanghai Co., Ltd. (上海新富港房地產發展有限公司) (“the Grantee”) on 5 July 2010, the Grantor has granted the land use rights of Dynasty on the Bund to the Grantee with the particulars as follows:

• (i) Site area: 99,187.1 sq m

• (ii) Land use term: 40, 50 and 70 years for commercial, office and residential uses respectively

• (iii) Permitted gross floor area: total gross floor area not more than 389,030.33 sq m

— VII-37 —

APPENDIX VII

VALUATION REPORT

According to Supplementary Agreement of Shanghai Grant Contract of State-owned Land Use Rights No. (2012) 12 entered into between Shanghai Planning and Land Administration Bureau (“the Grantor”) and Everbright Property Development Shanghai Co., Ltd. (上海豐明房地產發展有限公司) (“the Grantee”) on 26 March 2012, the land use rights of Dynasty on the Bund, comprising a total site area of approximately 5,858 sq m, have been granted to the grantee for a term of 50 years for composite use.

• (2) According to Shanghai Certificate of Real Estate Ownership No. (2010) 002216 issued by Shanghai Planning Land and Resources Administration Bureau and Shanghai Housing Security and Administration Bureau on 19 July 2010, the land use rights of Dynasty on the Bund, comprising a total site area of approximately 99,187.1 sq m, have been vested in New Richport Property Development Shanghai Co., Ltd. (上海新富港房地產發展有限公司) for terms of 40 years, 50 years and 70 years for uses of commercial, office and residential from 1 May 1999 respectively.

According to Shanghai Certificate of Real Estate Ownership No. (2012) 051027 which is issued by Shanghai Planning Land and Resources Administration Bureau and Shanghai Housing Security and Administration Bureau on 31 May 2012, the land use rights of Dynasty on the Bund, comprising a total site area of approximately 5,858 sq m, have been vested in Everbright Property Development Shanghai Co., Ltd. (上海豐明房地產發展有限公司) for terms of 40 years, 50 years and 70 years for uses of commercial, office and residential from 1 May 1999 respectively.

• (3) According to Planning Permit for Construction Use of Land No. (2008) 00080423B00441 issued by Shanghai Planning Bureau on 21 April 2008, the construction site of a parcel of land with an area of 99,187.1 sq m, is in compliance with the requirements of urban planning.

According to Planning Permit for Construction Use of Land No. (2008) 00080423E00437 issued by Shanghai Planning Bureau on 21 April 2008, the construction site of a parcel of land with an area of 5,858 sq m, is in compliance with the requirements of urban planning.

• (4) According to Planning Permit for Construction Works No. (2013) FA31000020135216 issued by Shanghai Planning Land and Resources Administration Bureau on 5 September 2013, the construction works of the basement of Dynasty on the Bund, with a total gross floor area of 24,741.00 sq m, are in compliance with the construction works requirements and had been approved.

• (5) According to 3 Planning Permits for Construction Works Nos. (2011) FA31000020111625, (2011) FA31000020111803 and (2011) FA31000020111305 dated between 6 July 2011 and 18 August 2011, the constructions works of portion of Dynasty on the Bund with a total gross floor area of 5,382.40 sq m, are in compliance with the construction works requirement and have been permitted.

• (6) According to Permit for Commencement of Construction Works No. 9602LW7003 D28 issued by Shanghai Huangpu Construction and Transport Committee on 11 October 2013, the construction works of portion of the basement of Dynasty on the Bund, with a total gross floor area 24,741.00 sq m, are in compliance with the requirements for works commencement and have been permitted.

• (7) As advised by the Group, the total construction cost expended as at the valuation date was RMB918,633,760 and the estimated outstanding construction cost for completion of the property is RMB4,474,829,235. We have taken into account the said amounts in our valuation.

• (8) As advised by the Group, portion of the property with a total gross floor area of approximately 73,310.29 sq m has been pre-sold under various sales and purchase agreements for a total consideration of approximately RMB3,027,239,784. We have taken into account the said amount in our valuation.

• (9) The market value of the property as if completed as at the valuation date is estimated to be RMB16,123,000,000.

— VII-38 —

APPENDIX VII

VALUATION REPORT

• (10) According to Business License No. 310000400061616, New Richport Property Development Shanghai Co., Ltd. (上海新富港房地產發展有限公司) has been established on 5 October 1993 as a limited company with a registered capital of RMB765,000,000 and a valid operation period from 5 October 1993 to 5 October 2043.

According to Business License No. 310000400672844, Everbright Property Development Shanghai Co., Ltd. (上海豐明房地產發展有限公司) has been established on 16 January 2012 as a limited company with a registered capital of RMB135,000,000 and a valid operation period from 16 January 2012 to 15 January 2062.

• (11) We have been provided with a legal opinion issued by the Company’s PRC legal advisor, which contains, inter alia, the following information:

• (i) The Shanghai Certificates of Real Estate Ownership of the property are valid, legal and enforceable under the PRC laws;

• (ii) New Richport Property Development Shanghai Co., Ltd. (上海新富港房地產發展有限公司) and Everbright Property Development Shanghai Co., Ltd. (上海豐明房地產發展有限公司) are the sole legal land users of the property and has obtained the relevant certificates and approval from the government in respect of the construction of the property;

• (iii) The land use rights of the property is subject to legal charges in favor of 招商銀行股份有限公司上海田林 支行 (China Merchants Bank Corporation Limited Tianlin Branch), 中國農業銀行股份有限公司上海普陀支 行 (Agricultural Bank of China Corporation Limited Shanghai Putuo Branch), 上海浦東發展銀行股份有限 公司上海虹橋支行 (Shanghai Pudong Development Bank Corporation Limited Shanghai Hongqiao Branch) and 寧波銀行股份有限公司上海靜安支行 (Ningbo Bank Corporation Limited Jingan Branch) for a total consideration of RMB2,790,000,000.

• (iv) New Richport Property Development Shanghai Co., Ltd. (上海新富港房地產發展有限公司) and Everbright Property Development Shanghai Co., Ltd. (上海豐明房地產發展有限公司) have the right to freely lease, transfer, mortgage and dispose of the land use rights and building ownership of the property provided that where any of the property has been mortgaged, the Group has to discharge the mortgage or obtain the mortgagee’s consent in advance; and

• (v) All land premium stated in the Grant Contracts of State-owned Land Use Rights have been paid and settled.

• (12) The status of title and grant of major approvals and licenses in accordance with the information provided to us by the Group are as follows:

Supplementary Agreement of Shanghai Grant Contract of State-owned Land Use Rights	Yes
Shanghai Certificates of Real Estate Ownership	Yes
Planning Permits for Construction Use of Land	Yes
Planning Permits for Construction Works	Yes
Permits for Commencement of Construction Works	Yes
Business Licenses	Yes

— VII-39 —

VALUATION REPORT

APPENDIX VII

VALUATION CERTIFICATE

• Market value in

• Particulars of existing state as at

• Property Description and tenure occupancy 31 March 2015

• 1. The under Upon full completion, Shanghai Bund House is a As at the RMB8,095,000,000 construction large-scale residential development and is valuation date development erected on land with total site area of the property (51% interest known as Phases 2 approximately 65,758.00 sq m. was under attributable to to 4 of Shanghai construction. Shanghai Sunac Bund House, Qiu Phase 1 of Shanghai Bund House is completed Greentown: 1/1, 620 Jiefang, in 2012. Phases 2 to 4 is under construction and RMB4,128,450,000 Dongjiadu, Phases 5 and 6 is vacant land. Huangpu District Shanghai, the PRC The property comprises Phases 2 to 4 which is under construction and comprises high-rise residential buildings and car parking spaces in the basement.

Upon completion, the property will comprise a total gross floor area as follows:

Use	Approximate GFA
	(sq m)
High-rise residential	106,699.97
Car parking spaces	62,406.00
Total	169,105.97

As advised by the Group, the property is scheduled for completion in 2016.

The land use rights of the property have been granted for residential use.

For details, please see the note (1) below.

Notes:-

• (1) According to Shanghai Certificates of Real Estate Ownership No. (2012)001292 which is issued by Shanghai Planning Land and Resources Administration Bureau and Shanghai Housing Security and Administration Bureau on 29 May 2012, the land use rights of portion of the property comprising a total site area of 41,807 sq m have been vested in Shanghai Huazhe Bund Real Estate Co., Ltd for a term due to expire on 30 August 2074.

According to Shanghai Certificates of Real Estate Ownership No. (2014)002742 which is issued by Shanghai Planning Land and Resources Administration Bureau and Shanghai Housing Security and Administration Bureau on 23 September 2014, the land use rights of portion of the property comprising a total site area of 5,243.2 sq m have been vested in Shanghai Huazhe Bund Real Estate Co., Ltd for a term due to expire on 30 August 2074.

• (2) According to Shanghai Grant Contract of State—owned Land Use Rights No. (2004) 58 entered into between Shanghai Housing and Land Resources Bureau (“the Grantor”) and Shanghai Huazhe Bund Real Estate Co., Ltd. (上海華浙外灘置業有限公司) (“the Grantee”) on 31 August 2004, the land use rights of the property, comprising a total site area of approximately 47,050 sq m and a total gross floor area above ground not more than 161,500

— VII-40 —

APPENDIX VII

VALUATION REPORT

sq m, have been granted to the grantee for terms of 70 years for residential use and 40 years for commercial use for a consideration of RMB44,410,000.

• (3) According to Supplementary Agreement No. (2010) 4 of Shanghai Grant Contract of State—owned Land Use Rights No. (2004) 58 entered into between Shanghai Planning and Land Administration Bureau (“the Grantor”) and Shanghai Huazhe Bund Real Estate Co., Ltd. (上海華浙外灘置業有限公司) (“the Grantee”) on 10 August 2010, the Grantee had accepted a total gross floor area above ground of not more than 169,888.50 sq m with an additional land grant fee of RMB99,403,700.

• (4) According to Planning Permit for Construction Use of Land No. (2004) 0144 issued by Shanghai Planning Bureau on 16 August 2004, the construction site of a parcel of land with an area of 63,360 sq m, is in compliance with the requirements of urban planning.

• (5) According to three Planning Permits for Construction Works, the construction works of the property, with a total gross floor area of 156,046.60 sq m, is in compliance with the construction works requirements and have been approved with details as follows:

Certificate No. Date of issue Building (2014)FA31010120144153 27 January 2014 Block Nos. 3, 4 and basement of Bund House (2014)FA31010120145270 16 September 2014 Block Nos. 7 and basement of Bund House (2014)FA31010120135387 14 October 2013 Block Nos. 5, 6, 8 and basement of Bund House Total:	Above Ground Floor Area (sq m) 62,970.22 44,818.70 48,257.68
	156,046.60

• (6) According to three Permits for Commencement of Construction Works No. 0510HP0009D01 310101200503100419 to 0510HP0009D03 310101200503100419 all issued by Shanghai Construction Committee during the period between 15 June 2007 and 17 January 2008, the property with a total gross floor area of 156,046.60 sq m, is in compliance with the requirements for works commencement and have been permitted.

• (7) According to Pre-sale Permit No. (2014) 000401 dated 15 August 2014, the property with a total gross floor area of 27,094.08 sq m is permitted for pre-sale.

• (8) As advised by the Group, the total construction cost expended as at the valuation date was RMB436,378,828 and the estimated outstanding construction cost for completion of the property is RMB1,753,719,841. We have taken into account the said amounts in our valuation.

• (9) As advised by the Group, portion of the property with a total gross floor area of approximately 20,893.56 sq m has been pre-sold under various sales and purchase agreements for a total consideration of approximately RMB1,889,257,329. We have taken into account the said amount in our valuation.

— VII-41 —

APPENDIX VII

VALUATION REPORT

• (10) The market value of the property as if completed as at the valuation date is estimated to be RMB11,652,000,000.

• (11) According to Business License No. 310101000387233 dated 18 April 2012, Shanghai Huazhe Bund Real Estate Co., Ltd. (上海華浙外灘置業有限公司) was established on 26 September 2002 as a limited company with a registered capital of RMB50,000,000 for a valid operation period from 26 September 2002 to 30 September 2028.

• (12) We have been provided with a legal opinion issued by the Company’s PRC legal advisor, which contains, inter alia, the following information:

• (i) The Shanghai Certificate of Real Estate Ownership of the property is valid, legal and enforceable under the PRC laws;

• (ii) Shanghai Huazhe Bund Real Estate Co., Ltd. (上海華浙外灘置業有限公司) is the sole legal land users of the property and has obtained the relevant certificates and approval from the government in respect of the construction of the property;

• (iii) The land use rights of portion of the property is subject to a legal charge in favor of 中國信達 (China Cinda) for a consideration of RMB500,000,000 according to Shanghai Certificate of Real Estate Registration No. 201201001199.

• (iv) Shanghai Huazhe Bund Real Estate Co., Ltd. (上海華浙外灘置業有限公司) has the right to freely lease, transfer, mortgage and dispose of the land use rights and building ownership of the property provided that where any of the property has been mortgaged, the Group has to discharge the mortgage or obtain the mortgagee’s consent in advance; and

• (v) All land premium stated in the Grant Contracts of State-owned Land Use Rights have been paid and settled.

• (13) The status of title and grant of major approvals and licenses in accordance with the information provided by the Group are as follows:

Grant Contract of State-owned Land Use Rights	Yes
Planning Permit for Construction Use of Land	Yes
Planning Permits for Construction Works	Yes
Permits for Commencement of Construction Works	Yes
Pre-sale Permit	Yes
Business License	Yes

— VII-42 —

VALUATION REPORT

APPENDIX VII

VALUATION CERTIFICATE

					Market value in
				Particulars of	existing state as at
	Property	Description and tenure		occupancy	31 March 2015
12.	The under	The property is a residential project under		As at the	RMB1,996,000,000
	construction	development and is erected on a parcel of land		valuation date
	development	with a total site area of approximately 60,205.90		the property	(50% interest
	known as Magnolia	sq m.		was under	attributable to
	Mansion, Tanglong			construction.	Shanghai Sunac
	Road, Tang Town,	Upon completion, the property will comprise a			Greentown:
	Pudong New	total gross floor area with details as follows:			RMB998,000,000)
	District, Shanghai, the PRC	Use	Approximate GFA
			(sq m)
		High-rise residential	60,061.79
		Mid-rise residential	24,655.12
		Commercial	4,142.00
		Car parking spaces in basement
		(698 lots)	22,323.00
		Total	111,181.91

As advised by the Group, the property is scheduled for completion in 2015.

The property is held with land use rights for a term due to expire on 17 November 2082 for residential use.

Notes:-

• (1) According to Grant Contract of State-owned Land Use Rights No. (2012) 82 dated 16 July 2013, the land use rights of the land parcel with a total site area of 60,205.90 sq m have been granted to Shanghai Long Xiang Real Estate Development Co., Ltd. (上海龍驤房地產開發有限公司) with details as follows:

Location : Tang Zhen Jiefang Five 180/1 Zong Site area (sq m) : 60,205.90 Planned GFA (sq m) : 72,247.08 Land Use : Residential Land use term : Residential: 70 years Land premium : RMB834,000,000 Plot ratio : Not more than 1.2

• (2) According to Shanghai Certificate of Real Estate Ownership No. (2013) 064115 dated 19 August 2013, the land use rights of the property with a total site area of 60,205.90 sq m have been vested in Shanghai Long Xiang Real Estate Development Co., Ltd. (上海龍驤房地產開發有限公司) for a term due to expire on 17 November 2082 for residential use.

— VII-43 —

APPENDIX VII

VALUATION REPORT

• (3) According to Planning Permit for Construction Use of Land No. (2013)EA31011520134784 dated 2 August 2013, the construction project on the land with a total site area of 60,205.90 sq m is in compliance with the urban planning requirements and has been approved.

• (4) According to Planning Permit for Construction Works No. (2013)FA31011520135823 dated 24 December 2013, the construction works with a total planned gross floor area of 111,182.44 sq m are in compliance with the urban planning requirements and have been approved.

• (5) According to Permit for Commencement of Construction Works No. 310115201307300919 dated 14 February 2014, the construction works with a total planned gross floor area of 111,182.44 sq m are in compliance with the requirements for works commencement and have been permitted.

• (6) According to Pre-sale Permits Nos. (2014) 0000234, (2014) 0000404 and (2014) 0000558 dated between 25 May 2014 and 2 October 2014, the property with a total gross floor area of 69,081.22 sq m is permitted for pre-sale.

• (7) As advised by the Group, the total construction cost expended as at the valuation date was RMB446,998,396 and the estimated outstanding construction cost for completion of the property is RMB513,835,103. We have taken into account the said amounts in our valuation.

• (8) As advised by the Group, portion of the property with a total gross floor area of approximately 60,115.59 sq m has been pre-sold under various sales and purchase agreements for a total consideration of approximately RMB2,654,438,633. We have taken into account the said amount in our valuation.

• (9) The market value of the property as if completed as at the valuation date is estimated to be RMB3,224,700,000.

• (10) According to Business License No. 310115002138260, Shanghai Long Xiang Real Estate Development Co., Ltd. (上海龍驤房地產開發有限公司) has been established as a limited company with registered capital of RMB30,000,000 for a valid operating period until 26 June 2033.

• (11) We have been provided with a legal opinion issued by the Company’s PRC legal advisor, which contains, inter alia, the following information:

• (i) The Shanghai Certificate of Real Estate Ownership of the property are valid, legal and enforceable under the PRC laws;

• (ii) Shanghai Long Xiang Real Estate Development Co., Ltd. (上海龍驤房地產開發有限公司) is the sole legal land users of the property and has obtained the relevant certificates and approval from the government in respect of the construction of the property;

• (iii) Shanghai Long Xiang Real Estate Development Co., Ltd. (上海龍驤房地產開發有限公司) has the right to freely lease, transfer, mortgage and dispose of the land use rights and building ownership of the property provided that where any of the property has been mortgaged, the Group has to discharge the mortgage or obtain the mortgagee’s consent in advance; and

• (iv) All land premium stated in the Grant Contracts of State-owned Land Use Rights have been paid and settled.

— VII-44 —

APPENDIX VII

VALUATION REPORT

• (12) The status of title and grant of major approvals and licenses in accordance with the information provided by the Group are as follows:

Grant Contract of State-owned Land Use Rights	Yes
Shanghai Certificate of Real Estate Ownership	Yes
Planning Permit for Construction Use of Land	Yes
Planning Permit for Construction Works	Yes
Permit for Commencement of Construction Works	Yes
Business License	Yes

— VII-45 —

VALUATION REPORT

APPENDIX VII

VALUATION CERTIFICATE

					Market value in
				Particulars of	existing state as at
	Property	Description and tenure		occupancy	31 march 2015
13.	The under	The property is a commercial complex under		As at the	RMB1,411,000,000
	construction	development and is erected on a parcel of land		valuation date
	development	with a total site area of approximately 10,239.20		the property	(51% interest
	known as Shanghai	sq m.		was under	attributable to
	Hongkou Project			construction.	Shanghai Sunac
	located at No.387,	Upon completion, the property will comprise a			Greentown:
	Shangqiu Road,	total gross floor area as follows:			RMB719,610,000)
	Hongkou District, Shanghai, the PRC	Use	Approximate GFA
			(sq m)
		High rise apartments	40,102.00
		Retail	3,691.00
		Car parking spaces in basement
		(287 lots)	30,980.00
		Total	74,773.00

As advised by the Group, the property is scheduled for completion in 2016.

The property is held with land use rights for a term due to expire on 12 September 2053 for commercial use and 12 September 2063 for office use.

Notes:-

• (1) According to Grant Contract of State-owned Land Use Rights No. (2013)10 dated 24 July 2013 (and its supplementary agreement dated 10 September 2013), the land use rights of the land parcel with a total site area of 10,239.20 sq m have been granted to Shanghai Ronglv Qiwei Real Estate Co., Ltd. (上海融綠啟威置業有限公司) with details as follows:

Location : 75 Jiefang, Tilanqiao Street Site area (sq m) : 10,239.20 Planned GFA (sq m) : 38,908.90 for above ground portion, 10,000 for basement except car park Land Use : Commercial and Office Land use term : Commercial: 40 years Office: 50 years Land premium : RMB1,044,000,000 Plot ratio : Not more than 3.8

— VII-46 —

APPENDIX VII

VALUATION REPORT

• (2) According to Shanghai Certificate of Real Estate Ownership No. (2013) 014725 dated 19 November 2013, the land use rights of the property with a total site area of 10,239.20 sq m have been vested in Shanghai Ronglv Qiwei Real Estate Co., Ltd. (上海融綠啟威置業有限公司) for a term due to expire on 12 September 2053 for commercial use and 12 September 2063 for office use.

• (3) According to Planning Permit for Construction Use of Land No. (2013)EA31010920135202 dated 7 November 2013, the construction project on the land with a total site area of 10,239.20 sq m is in compliance with the urban planning requirements and has been approved.

• (4) According to Planning Permit for Construction Works No. (2014)FA31010920144763 dated 13 June 2014, the construction works with a total planned gross floor area of 57,866 sq m are in compliance with the urban planning requirements and have been approved.

• (5) According to Permit for Commencement of Construction Works No. 1302HK0104D01 dated 19 June 2014, the construction works of foundation are in compliance with the requirements for works commencement and have been permitted.

According to Permit for Commencement of Construction Works No. 1302HK0104D02 dated 25 June 2014, the construction works with a total planned gross floor area of 57,866 sq m are in compliance with the requirements for works commencement and have been permitted.

• (6) As advised by the Group, the total construction cost expended as at the valuation date was RMB122,812,929. and the estimated outstanding construction cost for completion of the property is RMB333,807,872. We have taken into account the said amounts in our valuation.

• (7) The market value of the property as if completed as at the valuation date is estimated to be RMB2,290,200,000.

• (8) According to Business License No.09000000201412220411, Shanghai Ronglv Qiwei Real Estate Co., Ltd. (上海融綠啟威置業有限公司) has been established as a limited company with registered capital of RMB410,000,000 for a valid operating period until 22 August 2023.

• (9) We have been provided with a legal opinion issued by the Company’s PRC legal advisor, which contains, inter alia, the following information:

• (i) The Shanghai Certificate of Real Estate Ownership of the property are valid, legal and enforceable under the PRC laws;

• (ii) Shanghai Ronglv Qiwei Real Estate Co., Ltd. (上海融綠啟威置業有限公司)is the sole legal land users of the property and has obtained the relevant certificates and approval from the government in respect of the construction of the property;

• (iii) The land use rights of the property with site area of 10,239.2 sq m is subject to a legal charge in favor of 盛京銀行股份有限公司 (Shengjing Bank Corporation Limited) from 14 October 2014 and 13 October 2017 for a consideration of RMB1,000,000,000.

• (iv) Shanghai Ronglv Qiwei Real Estate Co., Ltd. (上海融綠啟威置業有限公司) has the right to freely lease, transfer, mortgage and dispose of the land use rights and building ownership of the property provided that where any of the property has been mortgaged, the Group has to discharge the mortgage or obtain the mortgagee’s consent in advance; and

• (v) All land premium stated in the Grant Contracts of State-owned Land Use Rights have been paid and settled.

— VII-47 —

APPENDIX VII

VALUATION REPORT

• (10) The status of title and grant of major approvals and licenses in accordance with the information provided by the Group are as follows:

Grant Contract of State-owned Land Use Rights	Yes
Shanghai Certificate of Real Estate Ownership	Yes
Planning Permit for Construction Use of Land	Yes
Planning Permit for Construction Works	Yes
Permits for Commencement of Construction Works	Yes
Business License	Yes

— VII-48 —

VALUATION REPORT

APPENDIX VII

VALUATION CERTIFICATE

• Market value in

• Particulars of existing state as at

• Property Description and tenure occupancy 31 March 2015

• 1. The under The property comprises a proposed residential As at the RMB2,580,000,000 construction development with apartment and car parks which valuation date, development is under construction and is erected on a parcel the property (51% interest known as Shanghai of land with a total site area of approximately was under attributable to Gucun Project, 66,169.60 sq.m. construction. Shanghai Sunac located in 68/11 Greentown: Qiu 0010 Block As advised by the Group, the property is RMB1,315,800,000) Gucun Town, scheduled to be completed in 2017 and has the Baoshan District, proposed gross floor area with details as Shanghai, the PRC follows:

	Approximate
Use	gross floor area
	(sq m)
High-rise residential	119,106.00
Car parking spaces in basement	48,150.00
Total	167,256.00

The property is held with land use rights for a terms due to expire on 28 July 2084 for residential use.

Notes:-

• (1) According to Supplementary Agreement of Shanghai Grant Contract of State-owned Land Use Rights No. (2014) 7 entered into between Shanghai Planning and Land Administration Bureau (“the Grantor”) and Shanghai Ronglv Huiyi Real Estate Co., Ltd. (“the Grantee”) on 22 May 2014, the Grantor has granted the land use rights of the property to the Grantee with the particulars as follows:

Site area: 66,169.6sq m Land use term: 70 years for residential use.

Permitted gross floor area: total above ground gross floor area not more than 119,105.28 sq m

• (2) According to Shanghai Certificate of Real Estate Ownership (2014)028970 dated 16 July 2014 by Shanghai Planning, land & resources Administration Bureau, the land with a total site area of 66,169.6 sq m has been vested in Shanghai Ronglv Huiyi Real Estate Co., Ltd for a term of 70 years from 29 July 2014 to 28 July 2084 for residential use.

• (3) According to Planning Permit for Construction Use of Land No. (2014) EA21011320144579issued by Shanghai Planning Bureau on16 June 2014, the construction site of a parcel of land with an area of 66,169.6 sq m, is in compliance with the requirements of urban planning.

— VII-49 —

APPENDIX VII

VALUATION REPORT

• (4) According to Planning Permits for Construction Works issued by Shanghai Planning Land and Resources Administration Bureau, the construction works of the property with a total gross floor area of 170,430.26sq m, are in compliance with the construction works requirements and had been approved.

No.	Project Name	Location	GFA	Issue Date
(2014)FA31011320145725	Land unit 05-01,	Lianyi Road,	73,967.80	2014/12/10
	Gucun N12-1101	Gongbao Road
(2014)FA31011320145746	Land unit 05-01,	Lianyi Road,	63,928.51	2014/12/12
	Gucun N12-1101	Gongbao Road
(2014)FA31011320145724	Land unit 05-01,	Lianyi Road,	32,506.95	2014/12/10
	Gucun N12-1101	Gongbao Road

• (5) According to the Planning Permits for Construction Works No. 310113201406181519 issued on 23 December 2014 by Shanghai Baoshan Construction and Transport Committee, the constructions work of the property with a total gross floor area of 73,967.8sq m, is in compliance with the construction works requirement and have been permitted.

• (6) As advised by the Group, the total construction cost expended as at the valuation date was RMB113,988,251 and the estimated outstanding construction cost for completion of the property is RMB1,021,744,311. We have taken into account the said amounts in our valuation.

• (7) The market value of the property as if completed as at the valuation date is estimated to be RMB4,853,700,000.

• (8) According to Business License No.310113001144095, Shanghai Ronglv Huiyi Real Estate Co., Ltd. has been established on 2 April 2014 as a limited company with a registered capital of RMB204,080,000 and a valid operation period from 2 April 2014 to 1 April 2034.

• (9) We have been provided with a legal opinion issued by the Company’s PRC legal advisor, which contains, inter alia, the following information:

• (i) The Shanghai Certificate of Real Estate Ownership of the property is valid, legal and enforceable under the PRC laws;

• (ii) Shanghai Ronglv Huiyi Real Estate Co., Ltd. is the sole legal land users of the property and has obtained the relevant certificates and approval from the government in respect of the construction of the property;

• (iii) The land use rights of a portion of the property with site area 77,687.8 sq m is subject to a legal charge in favor of 海爾集團財務有限責任公司 (Haier Group Finance Company Limited) from 4 March 2014 and 3 March 2017 for a consideration of RMB972,618,000.

• (iv) Shanghai Ronglv Huiyi Real Estate Co., Ltd. has the right to freely lease, transfer, mortgage and dispose of the land use rights and building ownership of the property provided that where any of the property has been mortgaged, the Group has to discharge the mortgage or obtain the mortgagee’s consent in advance; and

• (v) All land premium stated in the Grant Contracts of State-owned Land Use Rights have been paid and settled.

— VII-50 —

APPENDIX VII

VALUATION REPORT

• (10) The status of title and grant of major approvals and licenses in accordance with the information provided to us by the Group are as follows:

Agreement of Shanghai Grant Contract of State-owned Land Use Rights	Yes
Shanghai Certificate of Real Estate Ownership	Yes
Planning Permit for Construction Use of Land	Yes
Planning Permit for Construction Works	Yes
Permit for Commencement of Construction Works	Yes
Business License	Yes

— VII-51 —

VALUATION REPORT

APPENDIX VII

VALUATION CERTIFICATE

					Market value in
				Particulars of	existing state as at
	Property	Description and tenure		occupancy	31 March 2015
15.	The under	The property comprises a proposed residential		As at the	RMB4,842,000,000
	construction	development known as Francais Demeure and is		valuation date
	development	erected on a parcel of land with a	total site area	the property	(49% interest
	known as Francais	of approximately 75,091.30 sq m.		was under	attributable to
	Demeure, Block 6,			construction.	Shanghai Sunac
	2/39 Qiu, Gaohang	Upon completion, the properties will comprise a			Greentown:
	Town, Pudong New	total gross floor area as follows:			RMB2,372,580,000)
	District, Shanghai, the PRC	Use	Approximate GFA
			(sq m)
		High-rise residential	68,937.00
		Multi-storey residential	45,465.00
		Retail	6,650.00
		Car parking spaces in basement
		(880 lots)	46,333.00
		Total	167,385.00

As advised by the Group, the property is scheduled for completion in 2015.

The land use rights of the property have been granted for residential and commercial use.

For details, please see the note (2) below.

Notes:-

• (1) According to Grant Contract of Land Use Rights dated 11 October 2012 (and its supplementary agreement dated 16 November 2012), the land use rights of the land parcel with a total site area of 75,091.30 sq m have been granted to Shanghai Poly Hongrong Real Estate Co., Ltd. (上海保利泓融房地產有限公司) with details as follows:

Location : Gaohang Town Pudong New District Site area (sq m) : 75,091.30 Land Use : Commercial and residential Land use term : Commercial: 40 years Residential: 70 years Land premium : RMB2,124,000,000 Plot ratio : Not more than 1.6

— VII-52 —

APPENDIX VII

VALUATION REPORT

• (2) According to Shanghai Certificates of Real Estate Ownership listed below, the land use rights of the property have been vested in Shanghai Poly Hongrong Real Estate Co., Ltd. (上海保利泓融房地產有限公司) with details as follows:

Certificate No. Date of issue Use Expiry date of land use term (2013) 022632 10 April 2013 Commercial & Residential Commercial: 10 October 2052 Residential: 10 October 2082 (2013) 022631 10 April 2013 Commercial & Residential Commercial: 10 October 2052 Residential: 10 October 2082 (2013) 039223 31 May 2013 Residential Residential: 31 December 2075 Total:	Site area (sq m) 10,297.00 8,413.60 56,380.7
	75,091.30

• (3) According to Planning Permit for Construction Use of Land No. (2013)EA31011520134054 dated 28 January 2013, the construction project on the land with a total site area of 75,091.30 sq m is in compliance with the urban planning requirements and has been approved.

• (4) According to Planning Permits for Construction Works Nos. (2013)FA31011520134691, (2013) FA31011520134700, (2013) FA31011520134461, (2013) FA31011520134715 and (2013) FA31011520134717 dated between 23 April 2013 and 9 June 2013, the construction works with a total planned gross floor area of 167,383.915 sq m are in compliance with the urban planning requirements and have been approved.

• (5) According to Permits for Commencement of Construction Works Nos. 13SLPD0001D01, 13SLPD0001D02, 13SLPD0001D03, 13SLPD0001D04, 13SLPD0001D05, 13SLPD0001D06, 13SLPD0001D07 and 13SLPD0001D08 dated 24 April 2013 and 20 June 2013, the construction works with a total planned gross floor area of 164,398.91 sq m are in compliance with the requirements for works commencement and have been permitted.

• (6) According to Pre-sale Permits Nos. (2013) 0000528, (2013) 0000530, (2014)0000033, (2014)0000034, (2014)0000222, (2014)0000342 and (2014)0000343 dated between 24 October 2013 and 13 July 2014, the property with a total gross floor area of 120,042.11 sq m is permitted for pre-sale.

• (7) As advised by the Group, the total construction cost expended as at the valuation date was RMB1,317,272,627 and the estimated outstanding construction cost for completion of the property is RMB46,597,999. We have taken into account the said amounts in our valuation.

• (8) As advised by the Group, portion of the property with a total gross floor area of approximately 131,329.57sq m has been pre-sold under various sales and purchase agreements for a total consideration of approximately RMB5,414,360,000. We have taken into account the said amount in our valuation.

• (9) The market value of the property as if completed as at the valuation date is estimated to be RMB5,715,100,000.

• (10) According to Business License No. 310115002037766, Shanghai Poly Hongrong Real Estate Co., Ltd. (上海保利泓融房地產有限公司) has been established as a limited company with registered capital of RMB2,000,000,000 for a valid operating period until 4 November 2022.

— VII-53 —

VALUATION REPORT

APPENDIX VII

• (11) We have been provided with a legal opinion issued by the Company’s PRC legal advisor, which contains, inter alia, the following information:

• (i) The Shanghai Certificate of Real Estate Ownership of the property are valid, legal and enforceable under the PRC laws;

• (ii) Shanghai Poly Hongrong Real Estate Co., Ltd. (上海保利泓融房地產有限公司) is the sole legal land users of the property and has obtained the relevant certificates and approval from the government in respect of the construction of the property;

• (iii) Shanghai Poly Hongrong Real Estate Co., Ltd. (上海保利泓融房地產有限公司) has the right to freely lease, transfer, mortgage and dispose of the land use rights and building ownership of the property provided that where any of the property has been mortgaged, the Group has to discharge the mortgage or obtain the mortgagee’s consent in advance; and

• (iv) All land premium stated in the Grant Contracts of State-owned Land Use Rights have been paid and settled.

• (12) The status of title and grant of major approvals and licenses in accordance with the information provided by the Group are as follows:

Grant Contract of State-owned Land Use Rights	Yes
Shanghai Certificate of Real Estate Ownership	Yes
Planning Permit for Construction Use of Land	Yes
Planning Permit for Construction Works	Yes
Pre-sales Permits	Yes
Business License	Yes

— VII-54 —

VALUATION REPORT

APPENDIX VII

VALUATION CERTIFICATE

• Market value in

• Particulars of existing state as at

• Property Description and tenure occupancy 31 March 2015

• 1. The under Shanghai Central Garden is a composite As at the RMB3,515,000,000 construction development comprises residential, commercial, valuation date, development club house, services department and hotel the property (60.18% interest known as Phase 3 development. As advised by the Group, was under attributable to of Shanghai Shanghai Central Garden is planned to be construction. Shanghai Sunac Central Garden, developed in 3 phases and is erected on 4 parcel Greentown: Yichuan New of land with a total site area of approximately RMB2,115,327,000) Estate Street, Putuo 124,723.00 sq m. District, Shanghai, the PRC The property comprises Phase 3 of Shanghai Central Garden which is under construction and comprises high-rise residential, serviced apartment, retail properties and car parking spaces in basement carport.

As advised by the Group, the development is scheduled to be completed in 2018. Upon completion, the property will comprise the following gross floor area:

	Approximate
Use	planned gross floor area
	(sq m)
Service Apartments	100,082.31
Retail properties	29,471.45
High-rise residential	40,544.73
Office	24,448.60
Car parking spaces in basement	60,129.53
Total	254,676.62

The property is held when land use rights. For details, please see note (1) below.

— VII-55 —

VALUATION REPORT

APPENDIX VII

Notes :-

• (1) According to four Shanghai Certificates of Real Estate Ownership, the land use rights of the land, comprising a total site area of approximately 124,723.00 sq m, have been vested in 上海昊川置業有限公司 (Shanghai Haochuan Property Co., Ltd.) (“Haochuan”) and 上海昊州置業有限公司 (Shanghai Haozhou Property Co., Ltd.) (“Haozhou”) with details as follows:

Certificate No. Date of issue User Location Expiry date of Land use term Use (2010) 026865 11 Nov 2010 Haochuan No. 180 Shiquan East Road 20 July 2076 Residential (2013) 002265 24 Jan 2013 Haozhou 28 Qiu,46 Fang, Yichuan Road 30 May 2047 Commercial (2013) 002263 24 Jan 2013 Haozhou 43 Qiu,45 Jie Fang, Yichuan Road, Putuo District 30 May 2057 Office (2013) 002600 28 Jan 2013 Haozhou 29 Qiu, 46 Fang, Yichuan Road 30 May 2047 Guest house Total:

Site Area (sq m) 98,543.00 4,517.00 10,617.00 11,046.00

124,723.00

• (2) According to Grant Contract of State-owned Land Use Rights No. (2005) 50 entered into between Housing and Land Administration Bureau of Putuo District of Shanghai (上海市普陀區房屋土地管理局) (“the Grantor”) and Shanghai Haochuan Property Co., Ltd. (上海昊川置業有限公司) (“the Grantee”) on 28 September 2005, the land use rights of the property having a site area of approximately 38,239.00 sq m, has been granted to the Grantee for a term of 70 years for residential use for a consideration of RMB14,966,745.

According to Grant Contract of State-owned Land Use Rights No. (2005) 61 entered into between Housing and Land Administration Bureau of Putuo District of Shanghai (上海市普陀區房屋土地管理局) (“the Grantor”) and Shanghai Haochuan Property Co., Ltd. (上海昊川置業有限公司) (“the Grantee”) on 2 December 2005, the land use rights of the property having a site area of approximately 39,061.00 sq m, has been granted to the Grantee for a term of 70 years for residential use for a consideration of RMB9,128,556.

According to Supplementary Agreement (2006) 5 of Grant Contracts of State-owned Land Use Rights No. (2005) 50 and (2005) 61 entered into between 上海市普陀區房屋土地管理局 (Housing and Land Administration Bureau of Putuo District of Shanghai) (“the Grantor”) and 上海昊川置業有限公司 (Shanghai Haochuan Property Co., Ltd.) (“the Grantee”) on 21 July 2006, the site are of the parcel of land had changed to 98,543.20 for a supplementary consideration of RMB14,856,551.

— VII-56 —

APPENDIX VII

VALUATION REPORT

• (3) According to Grant Contract of State-owned Land Use Rights No. (2007) 113 entered into between Housing and Land Administration Bureau of Putuo District of Shanghai (上海市普陀區房屋土地管理局) (“the Grantor”) and Shanghai Haochuan Property Co., Ltd. (上海昊川置業有限公司) (“the Grantee”) on 31 May 2007, the land use rights of the property have been granted to the Grantee with the particulars as follows:

Location and site area : A site area of 4,516.60 sq m for Land 28 Qiu, 46 Jie Fang; A site area of 11,046.10 sq m for 29 Qiu, 46 Jie Fang; and A site area of 10,617.10 sq m for 43 Qiu, 45 Jie Fang. Land use : Commercial use for Land 28 Qiu, 46 Jie Fang;; Guest house use for 29 Qiu, 46 Jie Fang; and Office use for 43 Qiu, 45 Jie Fang. Gross floor area : above ground gross floor area not more than 139,300 sq m

According to Supplementary Agreement (2012) 9 of Grant Contracts of State-owned Land Use Rights No. (2007) 113 entered into between Planning and Land Administration Bureau of Putuo District of Shanghai (上海市普陀區 規劃和土地管理局) (“the Grantor”) and Shanghai Haozhou Property Co., Ltd. (上海昊州置業有限公司) (“the Grantee”) on 16 July 2012, the Grantor is changed from Housing and Land Administration Bureau of Putuo District of Shanghai (上海市普陀區房屋土地管理局) to Planning and Land Administration Bureau of Putuo District of Shanghai (上海市普陀區規劃和土地管理局) and the Grantee is changed from Shanghai Haochuan Property Co., Ltd. (上海昊川置業有限公司) to Shanghai Haozhou Property Co., Ltd. (上海昊州置業有限公司).

• (4) According to Planning Permit for Construction Use of Land No. (2003) 0021 issued by Putuo City Planning and Management Bureau (普陀區城市規劃管理局) on 8 July 2003, the construction site of a parcel of land with an area of 212,016.00 sq m, is in compliance with the urban planning requirements.

• (5) According to Planning Permit for Construction Works No. (2014) FA31010720140288 issued by Shanghai Putuo Planning and Land Resource Administrative Bureau (上海市普陀區規劃和土地管理局) on 18 September 2014, the construction of the property, with a gross floor area of 27,730.61 sq m, is in compliance with the urban planning requirements.

• (6) According to Permit for Commencement of Construction Works No. 0301PT0282 D08 310107200310312219 issued by Shanghai Construction Industry Management Office (上海市建築業管理辦公室) on 30 September 2014, the property, with a gross floor area of 27,730.61 sq m, has been permitted for the construction.

• (7) As advised by the Group, the total expended construction cost of the property as at the valuation date was RMB68,498,454 whilst the outstanding construction cost for completion of the property as at the valuation date was RMB2,372,277,679.

• (8) The market value when completed of the proposed development is estimated approximately RMB8,875,000,000.

• (9) According to Business License No. 310107000362909, 上海昊川置業有限公司 (Shanghai Haochuan Property Co., Ltd.) was established on 18 December 2002 as a limited company with a registered capital of RMB50,000,000 for a valid operation period from 18 December 2002 to 17 December 2022.

• (10) According to Business License No. 310107000575076, Shanghai Haozhou Property Co., Ltd. (上海昊州置業有限公司) was established on 3 November 2009 as a limited company with a registered capital of RMB5,000,000 for a valid operation period from 3 November 2009 to 2 November 2019.

— VII-57 —

VALUATION REPORT

APPENDIX VII

• (11) We have been provided with a legal opinion issued by the Company’s PRC legal advisor, which contains, inter alia, the following information:

• (i) The Shanghai Certificates of Real Estate Ownership of the property are valid, legal and enforceable under the PRC laws;

• (ii) Shanghai Haozhou Property Co., Ltd. (上海昊州置業有限公司) is the sole legal land users of the property and has obtained the relevant certificates and approval from the government in respect of the construction of the property;

• (iii) The land use rights of the property with site area 26,180 sq m is subject to a legal charge in favor of 上 海國際信託有限公司 (Shanghai International Trust Company Limited) from 15 April 2014 to 14 June 2016 for a consideration of RMB1,900,000,000.

• (iv) Shanghai Haozhou Property Co., Ltd. (上海昊州置業有限公司) has the right to freely lease, transfer, mortgage and dispose of the land use rights and building ownership of the property provided that where any of the property has been mortgaged, the Group has to discharge the mortgage or obtain the mortgagee’s consent in advance; and

• (v) All land premium stated in the Grant Contracts of State-owned Land Use Rights have been paid and settled.

• (12) The status of title and grant of major approvals and licenses in accordance with the information provided to us by the Group are as follows:

Shanghai Certificates of Real Estate Ownership	Yes
Grant Contracts of State-owned Land Use Rights	Yes
Supplementary Agreement of Grant Contract of State-owned Land Use Rights	Yes
Planning Permit for Construction Use of Land	Yes
Planning Permit for Construction Works	Yes
Permit for Commencement of Construction Works	Yes
Business Licenses	Yes

— VII-58 —

VALUATION REPORT

APPENDIX VII

VALUATION CERTIFICATE

• Market value in

• Particulars of existing state as at

• Property Description and tenure occupancy 31 March 2015

• 1. The under Upon full completion, Magnolia Garden is a As at the date RMB603,000,000 construction residential development erected on a parcel of of valuation the development land with a total site area of approximately property was (85% interest known as Phase 3 180,826.30 sq m. under attributable to of Magnolia construction. Shanghai Sunac Garden, the Phases 1 and 2 of Magnolia Garden is Greentown: intersection of completed between 2011 and 2012 and comprise RMB512,550,000) Gaolang Road and high-rise residential buildings and car parking Lide Road , Binhu spaces in the basement. District, Wuxi, The property comprises Phase 3 of Magnolia

• Jiangsu Province, the PRC Garden which is under construction. Upon completion, the property will comprise high-rise residential building, retail properties and car parking spaces in the basement with gross floor area as follows:

Use	Approximate GFA
	(sq m)
High-rise Residential	71,827.00
Retail	10,246.00
Car parking spaces in basement
(681 lots)	39,167.00
Total	121,240.00

As advised by the Group, the property is scheduled for completion in 2015. The land use rights of the property have been granted for commercial and residential uses. For details, please see the note (1) below.

— VII-59 —

VALUATION REPORT

APPENDIX VII

Notes:-

• (1) According to State-owned Land Use Rights Certificates listed below, the land use rights of the property have been vested in Wuxi Greentown Real Estate Development Co., Ltd. (無錫綠城房地產開發有限公司) with details as follows:

Certificate No. Date of issue Use Expiry date of land use term (2008)14 2008 Commercial and Residential 31 January 2078 for residential and 31 January 2048 for commercial (2008)15 2008 Commercial and Residential 31 January 2078 for residential and 31 January 2048 for commercial (2008)16 2008 Commercial and Residential 31 January 2078 for residential and 31 January 2048 for commercial Total:	Site area (sq m) 49,672.30 84,540.40 46,613.55
	180,826.20

• (2) As advised by the Group, the total construction cost expended as at the date of valuation was RMB349,570,241 and the estimated outstanding construction cost for completion of the property is RMB250,557,230. We have taken into account the said amounts in our valuation.

• (3) As advised by the Group, portion of the property with a total gross floor area of approximately 42,597.36 sq m has been pre-sold under various sales and purchase agreements for a total consideration of approximately RMB542,915,734. We have taken into account the said amount in our valuation.

• (4) The market value of the property as if completed as at the date of valuation is estimated to be RMB1,051,000,000.

• (5) According to Business License No. 32021100013326, Wuxi Greentown Real Estate Development Co., Ltd. (無錫綠城房地產開發有限公司) has been established as a limited company with registered capital of RMB174,807,200 for a valid operating period from 7 December 2007 and 6 December 2027.

• (6) We have been provided with a legal opinion issued by the Company’s PRC legal advisor, which contains, inter alia, the following information:

• (i) The State-owned Land Use Rights Certificates of the property are valid, legal and enforceable under the PRC laws;

• (ii) Wuxi Greentown Real Estate Development Co., Ltd. (無錫綠城房地產開發有限公司) is the sole legal land users of the property and has obtained the relevant certificates and approval from the government in respect of the construction of the property;

• (iii) The land use rights of the property with site area 46,613.5 sq m is subject to a legal charge in favor of 招 商銀行股份有限公司無錫分行 (China Merchants Bank Corporation Limited Wuxi Branch) from18 September 2013 to 26 April 2015 for a consideration of RMB555,000,000.

— VII-60 —

APPENDIX VII

VALUATION REPORT

• (iv) Wuxi Greentown Real Estate Development Co., Ltd. (無錫綠城房地產開發有限公司) has the right to freely lease, transfer, mortgage and dispose of the land use rights and building ownership of the property provided that where any of the property has been mortgaged, the Group has to discharge the mortgage or obtain the mortgagee’s consent in advance; and

• (v) All land premium stated in the Grant Contracts of State-owned Land Use Rights have been paid and settled.

• (7) The status of title and grant of major approvals and licenses in accordance with the information provided by the Group are as follows:

Grant Contract of State-owned Land Use Rights Yes State-owned Land Use Rights Certificate Yes Business License Yes

— VII-61 —

VALUATION REPORT

APPENDIX VII

VALUATION CERTIFICATE

Property

1. The under construction development known as Block Nos. 2, 4 and 7 of Phases 1 and 2 of Magnolia West Project, the intersection of Gaolang Road and Lixin Road, Binhu District, Wuxi, Jiangsu Province, the PRC

Description and tenure

Upon completion, Magnolia West Project is a residential development with communal facilities and is erected on a total site area of approximately 171,572.20 sq m.

The property comprises Block Nos. 2, 4 and 7 of Phases 1 and Phase 2 of Magnolia West which is under construction and comprises high-rise residential buildings and car parking spaces in the basement.

Upon completion, the property will comprise a total gross floor area as follows:

Use	Approximate GFA
	(sq m)
High-rise Residential	216,354.00
Retail	9,378.00
Car Parking spaces in basement
(2,218 lots)	100,673.00
Total	326,405.00

Market value in Particulars of existing state as at occupancy 31 March 2015

RMB1,617,000,000

As at the RMB1,617,000,000 valuation date the property (39% interest was under attributable to construction. Shanghai Sunac Greentown: RMB630,630,000)

As advised by the Group, the property is scheduled for completion in 2016.

The land use rights of the property have been granted for residential and commercial uses. For details, please see the note (2) below.

— VII-62 —

VALUATION REPORT

APPENDIX VII

Notes:-

• (1) According to Grant Contract of State-owned Land Use Rights No. 3202012009CR0025 dated 13 August 2009 (and its supplementary agreement dated 2 February 2010), the land use rights of the land parcel with a total site area of 171,572.2 sq m have been granted to Wuxi Taihu Greentown Real Estate Co., Ltd. (無錫太湖綠城置業有限公司) with details as follows:

Location : West of Lixin Avenue, North of Guanshan Road, East of Guanshun Road, and south of Gaolang Road, Lake Tai New Town, Binhu District Site area (sq m) : 171,572.2 Planned GFA (sq m) : 377,458.8 Land Use : Commercial and residential Land use term : Commercial: 40 years Residential: 70 years Land premium : RMB1,100,000,000 Plot ratio : Not more than 2.2

• (2) According to State-owned Land Use Rights Certificates listed below, the land use rights of the property have been vested in Wuxi Taihu Greentown Real Estate Co., Ltd. (無錫太湖綠城置業有限公司) with details as follows:

Expiry date of land use Site area Certificate No. Date of issue Use term (sq m) (2010) 017 26 April 2010 Commercial and 12 August 2049 for 43,452.80 Residence commercial; 12 August 2079 for residence; 12 August 2059 for other uses. (2010)018 26 April 2010 Commercial and 12 August 2049 for 77,687.80 Residence commercial; 12 August 2079 for residence; 12 August 2059 for other uses. Total: 121,140.60

• (3) According to Planning Permit for Construction Use of Land No. 3202112010B0009 dated 19 April 2010, the construction project on the land with a total site area of 171,572.2 sq m is in compliance with the urban planning requirements and has been approved.

• (4) According to Planning Permits for Construction Works Nos. 3202112013B0012 and 3202112013B0013 dated between 25 March 2013 and 7 April 2013, the construction works with a total planned gross floor area of 326,583.73 sq m are in compliance with the urban planning requirements and have been approved.

• (5) According to Permits for Commencement of Construction Works Nos.3202112011072200004A, 3202112011072200003A, 320211020130041, 320211020130042 dated 22 July 2011, 28 April 2013, and 6 May 2013, the construction works with a total planned gross floor area of 369,778.4 sq m are in compliance with the requirements for works commencement and have been permitted.

— VII-63 —

VALUATION REPORT

APPENDIX VII

• (6) According to Pre-sale Permits Nos. (2013)100, (2013)041, (2013)068, and (2013) 116 dated between 23 May 2013 and 21 November 2013, the property with a total gross floor area of 217,716.74 sq m is permitted for pre-sale.

• (7) As advised by the Group, the total construction cost expended as at the valuation date was RMB996,047,567 and the estimated outstanding construction cost for completion of the property is RMB536,077,977. We have taken into account the said amounts in our valuation.

• (8) As advised by the Group, portion of the property with a total gross floor area of approximately 157,396.60 sq m has been pre-sold under various sales and purchase agreements for a total consideration of approximately RMB1,580,736,245. We have taken into account the said amount in our valuation.

• (9) The market value of the property as if completed as at the valuation date is estimated to be RMB2,745,000,000.

• (10) According to Business License No. 320211000156501, Wuxi Taihu Greentown Real Estate Co., Ltd. (無錫太湖綠城置業有限公司) has been established as a limited company with registered capital of RMB300,000,000 for a valid operating period from 25 January 2010.

• (11) We have been provided with a legal opinion issued by the Company’s PRC legal advisor, which contains, inter alia, the following information:

• (i) The State-owned Land Use Rights Certificates of the property are valid, legal and enforceable under the PRC laws;

• (ii) Wuxi Taihu Greentown Real Estate Co., Ltd. (無錫太湖綠城置業有限公司) is the sole legal land users of the property and has obtained the relevant certificates and approval from the government in respect of the construction of the property;

• (iii) The land use rights of a portion of the property with site area 77,687.8 sq m is subject to a legal charge in favor of 海爾集團財務有限責任公司 (Haier Group Finance Company Limited) from 4 March 2014 and 3 March 2017 for a consideration of RMB972,618,000.

• (iv) Wuxi Taihu Greentown Real Estate Co., Ltd. (無錫太湖綠城置業有限公司) has the right to freely lease, transfer, mortgage and dispose of the land use rights and building ownership of the property provided that where any of the property has been mortgaged, the Group has to discharge the mortgage or obtain the mortgagee’s consent in advance; and

• (v) All land premium stated in the Grant Contracts of State-owned Land Use Rights have been paid and settled.

• (12) The status of title and grant of major approvals and licenses in accordance with the information provided by the Group are as follows:

Grant Contract of State-owned Land Use Rights	Yes
State-owned Land Use Rights Certificates	Yes
Planning Permit for Construction Use of Land	Yes
Planning Permit for Construction Works	Yes
Business License	Yes

— VII-64 —

VALUATION REPORT

APPENDIX VII

VALUATION CERTIFICATE

				Market value in
			Particulars of	existing state as at
	Property	Description and tenure	occupancy	31 March 2015
19.	The under	Upon full completion, Fairy Land is a	As at the	RMB3,300,000,000
	construction	residential development. As advised by the	valuation date,
	development	Group, Fairy Land is planned to be developed in	the property	(56.67% interest
	known as Phases 1	3 phases and is erected on a parcel of land with	was under	attributable to
	and 2 of Fairy	a total site area of approximately 213,852.71 sq	construction.	Shanghai Sunac
	Land, south of	m.		Greentown:
	Gaohu Road, north			RMB1,870,110,000)
	of Dushu Lake,	The property comprises Phases 1 and 2 of Fairy
	Suzhou Industry	Land which is under construction and comprises
	Park District,	villas.
	Suzhou, Jiangsu
	Province, the PRC	As advised by the Group, the property is
		scheduled to be completed in 2016 and has the
		planned gross floor area of 191,897 sq m for
		residential use.
		The land use rights of the property have been
		granted for terms due to expire on 21 September
		2050 for commercial services use and due to
		expire on 21 September 2080 for residential use.

Notes :-

• (1) According to State-owned Land Use Rights Certificate No. (2012) 00105 dated 31 August 2012, the land use rights of portion of the property comprising a total site area of 213,852.71 sq m, have been vested in Suzhou Greentown Rose Garden Real Estate Development Co., Ltd. (蘇州綠城玫瑰園房地產開發有限公司) for terms due to expire on 21 September 2050 for commercial services use and due to expire on 21 September 2080 for residential use.

• (2) According to Grant Contract of State-owned Land Use Rights No. 3205032009CR0060 entered into between Land and Real Estate Bureau of Suzhou Industry District (蘇州市工業園區國土房產局) (the “Grantor”) and Greentown Real Estate Group Co., Ltd. (綠城房地產集團有限公司) (the “Grantee”) on 22 September 2009, the land use rights of the property having a site area of approximately 213,852.71 sq m have been granted to the Grantee with details as follows:

Site area : 213,852.71 sq m Land use term : 70 years for residential use; and 40 years for commercial and services uses Gross Floor area : 128,311.63 sq m Plot ratio : not more than 0.6 and not less not 0.4 Completion Date of Construction : 22 September 2012 Land premium : RMB3,600,000,000

• (3) According to Supplementary Agreement for Grant Contract of State-owned Land Use Rights No. 3205032009CR0060 dated 8 December 2009, the land use rights of the property have been transferred from Greentown Real Estate Group Co., Ltd. (綠城房地產集團有限公司) to Suzhou Greentown Rose Garden Real Estate Development Co., Ltd. (蘇州綠城玫瑰園房地產開發有限公司).

— VII-65 —

APPENDIX VII

VALUATION REPORT

• (4) According to Planning Permit for Construction Use of Land No. A20080001-01 issued by Suzhou Industry Park Planning and Construction Bureau (蘇州工業園區規劃建設局) on 24 August 2012, the construction site of a parcel of land with an area of 21.39 qing, is in compliance with the urban planning requirements.

• (5) According to four Planning Permits for Construction Works all issued by Suzhou Industry Park Planning and Construction Bureau (蘇州工業園區規劃建設局), the construction works of the property, with a gross floor area of 86,079.96 sq m, are in compliance with the construction works requirements and have been approved. The details of the permits are summarized as follows:

Certificate No. Date of issue Location 20130209 31 January 2013 North of Dushu Lake, south of Gaohu Road 20131129 3 July 2013 North of Dushu Lake, south of Gaohu Road 20140942 30 June 2014 North of Dushu Lake, south of Gaohu Road 20141431 14 October 2014 North of Dushu Lake, south of Gaohe Road Total:	Gross floor area (sq m) 11,319.84 74,760.12
	23,837.81
	71,992.79
	181,910.56

• (6) According to four Permits for Commencement of Construction Works all issued by Suzhou Industry Park Planning and Construction Bureau (蘇州工業園區規劃建設局), the property has been permitted for the construction with the development scheme as follows:

Permit No. Date of issue Location 320594201209200301 20 September 2012 Gaohu Road, Suzhou Industry Park 320594201307170201 17 July 2013 North of Dushu Lake, south of Gaohu Road, Suzhou Industry Park 320594201309120401 12 September 2013 North of Dushu Lake, south of Gaohu Road 320594201408130201 13 August 2014 North of Dushu Lake, south of Gaohu Road Total:	Gross floor area (sq m) 73,273.47 25,846.16 48,913.96
	23,837.81
	171,871.40

• (7) As advised by the Group, the total expended construction cost of the property as at the valuation date was RMB732,228,768 whilst the outstanding construction cost for completion of the property as at the valuation date was RMB761,521,232.

• (8) As advised by the Group, portion of the property with a total gross floor area of approximately 44,950.88 sq m has been pre-sold under various sales and purchase agreements for a total consideration of approximately RMB2,587,573,699. We have taken into account the said amount in our valuation.

• (9) The market value when completed of the proposed development is estimated approximately RMB5,150,700,000.

• (10) According to Business License No. 320594000149388 dated 24 May 2013, Suzhou Greentown Rose Garden Real Estate Development Co., Ltd. (蘇州綠城玫瑰園房地產開發有限公司) was established on 7 December 2009 as a limited company with a registered capital of RMB360,000,000 for a valid operation period from 7 December 2009 to 7 December 2039.

— VII-66 —

APPENDIX VII

VALUATION REPORT

• (11) We have been provided with a legal opinion issued by the Company’s PRC legal advisor, which contains, inter alia, the following information:

• (i) The State-owned Land Use Rights Certificates of the property are valid, legal and enforceable under the PRC laws;

• (ii) Suzhou Greentown Rose Garden Real Estate Development Co., Ltd. (蘇州綠城玫瑰園房地產開發有限公司) is the sole legal land users of the property and has obtained the relevant certificates and approval from the government in respect of the construction of the property;

• (iii) The land use rights of a portion of the property with site area 51,241.77 sq m is subject to a legal charge in favor of 中國農業銀行股份有限公司蘇州工業園支行 (Agricultural Bank of China Corporation Limited Suzhou Industrial Park Branch) for a consideration of RMB600,000,000.

The land use rights of a portion of the property with site area 92,166.56 sq m is subject to a legal charge in favor of 招商銀行股份有限公司蘇州城中支行 (China Merchants Bank Corporation Limited Suzhou City Center Branch)from 28 November 2013 and 27 November 2016 for a consideration of RMB1,000,000,000

• (iv) Suzhou Greentown Rose Garden Real Estate Development Co., Ltd. (蘇州綠城玫瑰園房地產開發有限公司) has the right to freely lease, transfer, mortgage and dispose of the land use rights and building ownership of the property provided that where any of the property has been mortgaged, the Group has to discharge the mortgage or obtain the mortgagee’s consent in advance; and

• (v) All land premium stated in the Grant Contracts of State-owned Land Use Rights have been paid and settled.

• (12) The status of title and grant of major approvals and licenses in accordance with the information provided to us by the Group are as follows:

State-owned Land Use Rights Certificate	Yes
Grant Contracts of State-owned Land Use Rights	Yes
Supplementary Agreement of Grant Contract of State-owned Land Use Rights	Yes
Planning Permit for Construction Use of Land	Yes
Planning Permits for Construction Works	Yes
Permits for Commencement of Construction Works	Yes
Business License	Yes

— VII-67 —

VALUATION REPORT

APPENDIX VII

VALUATION CERTIFICATE

				Market value in
			Particulars of	existing state as at
	Property	Description and tenure	occupancy	31 March 2015
20.	The under	Upon completion, Magnolia Square is a	As at the	RMB1,654,000,000
	construction	composite residential development and is erected	valuation date
	portion of Phases 1	on three parcels of land with a total site area of	the property	(97% interest
	to 3 of Magnolia	approximately 413,251.80 sq m.	was under	attributable to
	Square, West of		construction.	Shanghai Sunac
	Wuyi Road,	The property comprises the under construction		Greentown:
	Wujin District,	portion of Phases 1 to 3 of Magnolia Square		RMB1,604,380,000)
	Changzhou, Jiangsu	which is under construction and comprises high
	Province, the PRC	rise residential, commercial and car parking
		spaces in the basement.

As advised by the Group, the proposed development is scheduled to be completed in 2015 and has the planned gross floor area as follows:-

	Approximate
	Planned Gross
Use	Floor Area
	(sq m)
High-rise Residential	504,533
Commercial	20,777.68
Ancillary	35,408.00
Car Park	98,331.94
Total	659,050.81

The land use rights of the property have been granted for a term of 70 years for residential

uses.

Notes:-

• (1) According to State-owned Land Use Rights Certificates No. (2011)1204747 dated 30 September 2011, the land use rights of portion of the property comprising a total site area of 87,022.40 sq m, have been vested in Changzhou Greentown Real Estate Co., Ltd. (常州綠城置業有限公司).

According to State-owned Land Use Rights Certificates No.(2011)1204748 dated 30 September 2011, the land use rights of portion of the property comprising a total site area of 79,088.60 sq m, have been vested in Changzhou Greentown Real Estate Co., Ltd. (常州綠城置業有限公司).

According to State-owned Land Use Rights Certificate No. (2013)02067, the land use rights of portion of the property comprising a total site area of 75,880.550 sq m have been vested in Changzhou Greentown Real Estate Co., Ltd (常州綠城置業有限公司).

According to State-owned Land Use Rights Certificate No. (2013)21823, the land use rights of portion of the property comprising a total site area of 70,686.30 sq m have been vested in Changzhou Greentown Real Estate Co., Ltd (常州綠城置業有限公司).

— VII-68 —

APPENDIX VII

VALUATION REPORT

• (2) According to Grant Contract of State-owned Land Use Rights No. 3204832010CR0154 dated 11 August 2010, 常州市國土資源局 (State-owned Land Resources Bureau of Changzhou Municipality) has granted the land use rights of the property comprising a site area of 79,088.6 sq m to Ketai company (HK) (科泰香港有限公司) and Greentown Real Estate Group Co., Ltd. (綠城房地產集團有限公司) for a consideration of RMB399,397,430.

According to Supplementary Agreement dated 2 November 2010, the land use rights of the property have been totally transferred to Changzhou Greentown Real Estate Co., Ltd. (常州綠城置業有限公司).

According to Grant Contract of State-owned Land Use Rights No. 3204832010CR0155 dated 11 August 2010, 常州市國土資源局 (State-owned Land Resources Bureau of Changzhou Municipality) has granted the land use rights of the property comprising a site area of 87,022.4 sq m to Ketai company (HK) (科泰香港有限公司) and Greentown Real Estate Group Co., Ltd. (綠城房地產集團有限公司) for a consideration of RMB439,463,120.

According to Supplementary Agreement dated 2 November 2010, the land use rights of the property have been totally transferred to Changzhou Greentown Real Estate Co., Ltd. (常州綠城置業有限公司).

• (3) According to Planning Permit for Construction Use of Land No. 320400201150082 dated 14 November 2011 issued by Changzhou Urban Planning Bureau, the construction site of a parcel of land for the development of Greentown Yulan Square with a site area of approximately 87,022.40 sq m, is in compliance with the urban planning requirements and has been approved.

According to Planning Permit for Construction Use of Land No. 320400201350040 dated 14 June 2013 issued by Changzhou Urban Planning Bureau, the construction site of a parcel of land for the development of Greentown Yulan Square with a site area of approximately 79,088.60 sq m, is in compliance with the urban planning requirements and has been approved.

• (4) According to Planning Permit for Construction Works No. 320400201150151 dated 14 October 2011 issued by Changzhou Urban Planning Bureau, the construction works of the property, with a total gross floor area of approximately 307,574 sq m are in compliance with the urban construction requirements and has been approved.

• According to Planning Permit for Construction Works No. 320400201350084 dated 3 July 2013 issued by Changzhou Urban Planning Bureau, the construction works of the property, with a total gross floor area of approximately 253,265 sq m are in compliance with the urban construction requirements and has been approved.

• (5) According to Permit for Commencement of Construction Works No. 320483201110170901 dated 17 October 2011 issued by Changzhou housing and urban-rural construction Bureau, the construction works of Greentown Yulan Square with a total gross floor area of approximately 307,574 sq m are in compliance with the requirements for works commencement and are permitted.

According to Permit for Commencement of Construction Works No. 320483201307090101 dated 09 July 2013 issued by Changzhou Wujin housing and urban-rural construction Bureau, the construction works of Greentown Yulan Square with a total gross floor area of approximately 122,641.12 sq m are in compliance with the requirements for works commencement and are permitted.

According to Permit for Commencement of Construction Works No. 320483201307090201 dated 09 July 2013 issued by Changzhou Wujin housing and urban-rural construction Bureau, the construction works of Greentown Yulan Square with a total gross floor area of approximately 131,842.89 sq m are in compliance with the requirements for works commencement and are permitted.

• (6) According to Commodity Housing Pre-sale Permit No. (2012) 056 issued by Changzhou Housing and Land Resources Bureau, the property with a total gross floor area of 49,529.87 sq m, are permitted for pre-sale.

— VII-69 —

VALUATION REPORT

APPENDIX VII

According to Commodity Housing Pre-sale Permit No. (2013) 073 issued by Changzhou Housing and Land Resources Bureau, the property with a total gross floor area of 56,002.10 sq m, are permitted for pre-sale.

According to Commodity Housing Pre-sale Permit No. (2013) 066 issued by Changzhou Housing and Land Resources Bureau, the property with a total gross floor area of 38,784.75 sq m, are permitted for pre-sale.

According to Commodity Housing Pre-sale Permit No. (2013) 094 issued by Changzhou Housing and Land Resources Bureau, the property with a total gross floor area of 52,162.91 sq m, are permitted for pre-sale.

According to Commodity Housing Pre-sale Permit No. (2014) 007 issued by Changzhou Housing and Land Resources Bureau, the property with a total gross floor area of 53,699.72 sq m, are permitted for pre-sale.

According to Commodity Housing Pre-sale Permit No. (2013) 041 issued by Changzhou Housing and Land Resources Bureau, the property with a total gross floor area of 1,939.89 sq m, are permitted for pre-sale.

• (7) As advised by the Group, the total expended construction cost for the property as at the valuation date was RMB1,177,838,947 whilst the outstanding construction cost for completion of the property as at the valuation date was RMB1,746,930,689 We have taken into account such amounts in our valuation.

• (8) As advised by the Group, portion of the property with a total gross floor area of approximately 157,960.48 sq m has been pre-sold under various sales and purchase agreements for a total consideration of approximately RMB1,101,137,866. We have taken into account the said amount in our valuation.

• (9) The market value of the property as if completed as at the valuation date is estimated to be RMB4,527,000,000.

• (10) According to Business License No. 320000400004377 dated 17 October 2014, Changzhou Greentown Real Estate Co., Ltd. (常州綠城置業有限公司) was established on 1 November 2010 as a limited company with a registered capital of RMB837,500,000 for a valid operation from 1 November 2010 to 31 October 2030.

• (11) We have been provided with a legal opinion issued by the Company’s PRC legal advisor, which contains, inter alia, the following information:

• (i) The State-owned Land Use Rights Certificates of the property are valid, legal and enforceable under the PRC laws;

• (ii) Changzhou Greentown Real Estate Co., Ltd. (常州綠城置業有限公司) is the sole legal land users of the property and has obtained the relevant certificates and approval from the government in respect of the construction of the property;

• (iii) The land use rights of the property is subject to legal charges in favor of 光大銀行常州支行 (CEB Bank Changzhou Branch), 農業銀行常州支行 (Agricultural Bank Changzhou Branch), 陸家嘴國際信託有限公司 (Lvjiazui Trust Company Limited) for a total consideration of RMB1,105,244,500.

• (iv) Changzhou Greentown Real Estate Co., Ltd. (常州綠城置業有限公司) has the right to freely lease, transfer, mortgage and dispose of the land use rights and building ownership of the property provided that where any of the property has been mortgaged, the Group has to discharge the mortgage or obtain the mortgagee’s consent in advance; and

• (v) All land premium stated in the Grant Contracts of State-owned Land Use Rights have been paid and settled.

— VII-70 —

APPENDIX VII

VALUATION REPORT

• (12) The status of title and grant of major approvals and licenses in accordance with the information provided to us by the Group are as follows:

State-owned Land Use Rights Certificates Yes
Grant Contracts of State-owned Land Use Rights	Yes
Supplementary Agreements of Grant Contract of State-owned Land Use Rights	Yes
Planning Permit for Construction Use of Land	Yes
Planning Permit for Construction Works	Yes
Permit for Commencement of Construction Works	Yes
Commodity Housing Pre-sale Permit	Yes
Business License	Yes

— VII-71 —

VALUATION REPORT

APPENDIX VII

VALUATION CERTIFICATE

				Market value in
			Particulars of	existing state as at
	Property	Description and tenure	occupancy	31 March 2015
21.	The under	The property comprises a proposed development	As at the	RMB223,000,000
	construction	known as Azure Coast which is under	valuation date,
	development of	construction and is erected on a parcel of land	the property	(80% interest
	Phases 1 and 2 of	with a total site area of approximately 17,160.60	was under	attributable to
	Azure Coast, east	sq m.	construction.	Shanghai Sunac
	of Binhe West			Greentown:
	Road, south of	As advised by the group, the development is		RMB178,400,000)
	Wanshun North	scheduled to be completed in 2018 and has the
	Road, north of	planned gross floor area with details as follows:
	Hengfu Road,	Approximate
	Tanggu District, Tianjin, the PRC	Use Gross Floor Area (sq m)
		Apartment 53,905.30
		Office 78,377.70
		Commercial 34,046.00
		Car parking spaces in basement
		(835 lots) 43,358.00
		Sub-total: 209,687.00

The land use rights of the property have been granted for a term of 40 years due to expire on 23 November 2049 for commercial use.

Notes:

• (1) According to Grant Contract of State-owned Land Use Rights No. 2008026 entered into between Tianjin Housing and Land Resources Bureau Tanggu Branch (“the Grantor”) and Tianjin Yijun Investment Co., Ltd. (天津逸駿投資有限公司) (“the Grantee”) dated 27 March 2008, the land use rights of the property, comprising a total site area of approximately 17,160.60 sq m, have been granted to the grantee for a land use term of 40 years with details as follows:

Site Area : 17,160.60 sq m (including a site area of approximately 9,237.6 sq m for Land No. 1 and a site area of approximately 7,923.0 sq m for Land No. 2) Land Use : Commercial and services uses (including office, hotel, commercial and services apartment) Land Use Term : 70 years for residential use, 40 years for commercial use and 50 years for others use Plot Ratio : Not more than 9 for Land No. 1 and not more than 10.5 for Land No. 2 Land Premium : RMB64,550,000

• (2) According to State-owned Land Use Rights Certificate No. 107050901063 issued by Tianjin Housing and Land Resources Bureau, the land use right of the property, comprising a total site area of 9,237.60 sq m, have been vested in Tianjin Yijun Investment Co., Ltd. (天津逸駿投資有限公司) for a term of 40 years due to expire on 23 November 2049 for commercial use.

— VII-72 —

APPENDIX VII

VALUATION REPORT

• (3) According to State-owned Land Use Rights Certificate No. 107050901062 issued by Tianjin Housing and Land Resources Bureau, the land use right of the property, comprising a total site area of 7,923.0 sq m, have been vested in Tianjin Yijun Investment Co., Ltd. (天津逸駿投資有限公司) for a term of 40 years due to expire on 23 November 2049 for commercial use.

• (4) According to Planning Permit for Construction Use of Land No. (2008) 0038 issued by Tianjin Tanggu District Planning Bureau on 6 April 2008, the construction site of a parcel of land with site area of 17,160.60 sq m, is in compliance with the urban planning requirements and has been approved.

• (5) According to Planning Permit for Construction Works No. (2011) 0019 issued by Tianjin Binhai New Area Planning Bureau dated on 6 April 2011, the construction works of the property, with a total above ground gross floor area of 83,138 sq m above and a total below ground gross floor area of 23,349 sq m, are in compliance with the construction works requirements and have been approved.

• (6) According to Permit for Commencement of Construction Works No. 1210731201012016 issued by Tianjin Binhai New Area Construction Committee Tanggu Branch on 5 May 2011, the construction works of the property with a total gross floor area of 106,487 sq m, are in compliance with the requirements for works commencement and have been permitted.

• (7) As advised by the Group, the total construction cost expended as at the valuation date was RMB437,958,043 and the estimated outstanding construction cost for completion of the property is RMB1,058,920,543. We have taken into account the said amounts in our valuation.

• (8) The market value of the property as if completed as at the valuation date is estimated to be RMB1,779,000,000.

• (9) According to Business License No. 120107000018093 dated 13 January 2010, Tianjin Yijun Investment Co., Ltd. (天津逸駿投資有限公司) was established on 11 January 2008 as a limited company with a registered capital of RMB10,000,000 for a valid operation period from 11 January 2008 to 10 January 2028.

• (10) We have been provided with a legal opinion issued by the Company’s PRC legal advisor, which contains, inter alia, the following information:

• (i) The State-owned Land Use Rights Certificates of the property are valid, legal and enforceable under the PRC laws;

• (ii) Tianjin Yijun Investment Co., Ltd. (天津逸駿投資有限公司) is the sole legal land users of the property and has obtained the relevant certificates and approval from the government in respect of the construction of the property;

• (iii) Tianjin Yijun Investment Co., Ltd. (天津逸駿投資有限公司) has the right to freely lease, transfer, mortgage and dispose of the land use rights and building ownership of the property provided that where any of the property has been mortgaged, the Group has to discharge the mortgage or obtain the mortgagee’s consent in advance; and

• (iv) All land premium stated in the Grant Contracts of State-owned Land Use Rights have been paid and settled.

• (11) The status of title and grant of major approvals and licenses in accordance with the information provided by the Group are as follows:-

Grant Contract of State-owned Land Use Rights	Yes
State-owned Land Use Rights Certificates	Yes
Planning Permit for Construction Use of Land	Yes
Planning Permit for Construction Works	Yes
Permit for Commencement of Construction Works	Yes
Business License	Yes

— VII-73 —

VALUATION REPORT

APPENDIX VII

VALUATION CERTIFICATE

Group III — Properties to be acquired by the Group for future development in the PRC

Property

Description and tenure

Market value in Particulars of existing state as at occupancy 31 March 2015

1. The development site for the proposed development known as Phases 5 and 6 of Shanghai Bund House, Qiu 1/1, 620 Jiefang, Dongjiadu, Huangpu District Shanghai, the PRC

Upon full completion, Shanghai Bund House is a large-scale residential development and is erected on land with total site area of approximately 65,758.00 sq m.

Phase 1 of Shanghai Bund House is completed in 2012. Phase 2 to 4 is under construction and Phase 5 and 6 is vacant land.

The property comprises two parcels of land with a total site area of approximately 18,708.00 sq m, on which the proposed Phase 5 and 6 of Shanghai Bund House is planned to be developed.

As at the RMB2,571,000,000 valuation date the property (51% interest was vacant attributable to land. Shanghai Sunac Greentown: RMB1,311,210,000)

As advised by the Group, the planned gross floor area of the proposed development is as follows:

Use	Approximate GFA
	(sq m)
High-rise residential	63,000.00
Car parking spaces	17,006.00
Total	80,006.00

As advised by the Group, construction works of the proposed development will commence in 2016 and the proposed development will be completed in 2017.

The property is held with land use rights for a term due to expire on 14 September 2074 for residential use.

— VII-74 —

VALUATION REPORT

APPENDIX VII

Notes:

• (1) According to Grant Contracts of State-owned Land Use Rights listed below, the land use rights of the land parcels with a total site area of 18,708.00 sq m have been granted to Shanghai Huazhe Bund Real Estate Co., Ltd. (上海華浙外灘置業有限公司) with details as follows:

No. Expiry date of land use term Use (2004) No.49 Residential: 23 August 2074; Commercial: 23 August 2054; Residential (2004) No.48 Residential: 23 August 2074; Commercial: 23 August 2054; Cultural, sport & entertainment Total:	Land premium (RMB) Plot ratio 9,670,000 No more than 3.39 7,810,000 No more than 3.4 17,570,000	Site area (sq m) 10,364.00 8,344.00
		18,708.00

As advised by the Group as at the valuation date, Shanghai Huazhe Bund Real Estate Co., Ltd (上海華浙外灘置 業有限公司) has not paid the remaining land premium of RMB2,319,276,000 of the property. We have taken into account such amount in our valuation.

• (2) According to Shanghai Certificate of Real Estate Ownership No. (2004) 008055 issued by Shanghai Housing and Land Resources Bureau, the title ownership of portion of the property, comprising a total site area of 10,364 sq m, have been vested in Shanghai Huazhe Bund Real Estate Co., Ltd. (上海華浙外灘置業有限公司) for a term of 70 years for residential use due to expire on 14 September 2074.

• (3) According to two Planning Permits for Construction Use of Land Nos. (2004) 0111 and (2004) 008 issued by Shanghai Planning Bureau between 2 July 2004 and 6 July 2004, the construction site of the property with a total site area of approximately 18,704 sq m, is in compliance with the requirements of urban planning.

• (4) According to Business License No. 310101000387233 dated 18 April 2012, Shanghai Huazhe Bund Real Estate Co., Ltd. (上海華浙外灘置業有限公司) was established on 26 September 2002 as a limited company with a registered capital of RMB50,000,000 for a valid operation period from 26 September 2002 to 30 September 2028.

• (5) We have been provided with a legal opinion issued by the Company’s PRC legal advisor, which contains, inter alia, the following information:

• (i) The Shanghai Certificate of Real Estate Ownership of the property are valid, legal and enforceable under the PRC laws;

• (ii) Shanghai Huazhe Bund Real Estate Co., Ltd. (上海華浙外灘置業有限公司) is the sole legal land users of the property and has obtained the relevant certificates and approval from the government in respect of the construction of the proposed development;

• (iii) Shanghai Huazhe Bund Real Estate Co., Ltd. (上海華浙外灘置業有限公司) has the right to freely lease, transfer, mortgage and dispose of the land use rights and building ownership of the property provided that where any of the property has been mortgaged, the Group has to discharge the mortgage or obtain the mortgagee’s consent in advance; and

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APPENDIX VII

• (iv) All land premium stated in the Grant Contracts of State-owned Land Use Rights have been paid and settled.

• (6) The status of title and grant of major approvals and licenses in accordance with the information provided by the Group is as follows:

Grant Contract of State-owned Land Use Rights Yes Shanghai Certificate of Real Estate Ownership Yes Planning Permits for Construction Use of Land Yes Business License Yes

— VII-76 —

VALUATION REPORT

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VALUATION CERTIFICATE

						Market value in
					Particulars of	existing state as at
	Property	Description and tenure			occupancy	31 March 2015
23.	The development	Upon full completion, Caobaolu Project is a			As at the	RMB1,786,000,000
	site for the	residential development.			Valuation Date,
	proposed				the property	(50% interest
	development	The property comprises the development site			was vacant	attributable to
	known as Phase 2	with a total site area of approximately		45,710.00	land.	Shanghai Sunac
	of Caobaolu	sq m for the proposed Phase 2 of Caobaolu				Greentown:
	Project, Caobao	Project.				RMB893,000,000)
	Road, Meilong
	Town, Minhang	As advised by the Group, the proposed
	District, Shanghai,	development is scheduled to be completed in
	the PRC	2016 and has planned gross floor area		with
		details as follows:
			Approximate
		Use	gross floor area
				(sq m)
		High-rise residential		86,800.00
		Car parking spaces in the basement		39,300,00
		Sub-total	126,100.00

The property is held with land use rights for a term due to expire on 27 January 2069 for residential use.

Notes:-

• (1) According to Shanghai Certificate of Real Estate Ownership No. (2005) 080588 dated 11 November 2005, the land use rights of the property located at Qiu Nos. 8 of Jiefang No. 406, Meilong District, having a total site area of approximately 64,626.0 sq m, have been vested in Shanghai Tongrui Real Estate Co., Ltd. (上海同瑞房地產開發 有限公司) for a term due to expire on 27 January 2069 for residential use.

• (2) According to Grant Contracts of Land Use Rights listed below, the land use rights of the land parcels with a total site area of 64,626.00 sq m have been granted Shanghai Liannong Real Estate Co., Ltd. (上海聯農房地產有限公 司) with details as follows:

No. Date of issue Use Land premium (RMB) Plot Ratio (1999)04 28 January 1999 Residential 5,922,450 1.36 (1999)25 10 November 1999 Residential 5,538,420 1.78 Total:	Site area (sq m) 33,857 30,769
	64,626.00

— VII-77 —

APPENDIX VII

VALUATION REPORT

• (3) According to Transfer Contract of State-owned Land Use Rights entered into between Shanghai Liannong Real Estate Co., Ltd. (上海聯農房地產有限公司) (Party A) and Shanghai Tongrui Real Estate Co., Ltd. (上海同瑞房地產開發有限公司) (Party B) on 28 August 2005, Party A has agreed to transfer the land use rights of the under construction development on Qiu Nos. 8 and 9 of Jiefang No. 406, Meilong District to Party B at a consideration of RMB117,000,000.

• (4) According to Business License No.310112000378402 dated 12 August 2014, Shanghai Tongrui Real Estate Co., Ltd. (上海同瑞房地產開發有限公司) was established on 18 September 2002 as a limited liability company with a registered capital of RMB15,000,000 for a valid operation period from 18 September 2002 to 17 September 2022.

• (5) We have been provided with a legal opinion issued by the Company’s PRC legal advisor, which contains, inter alia, the following information:

• (i) The Shanghai Certificate of Real Estate Ownership of the property are valid, legal and enforceable under the PRC laws;

• (ii) Shanghai Tongrui Real Estate Co., Ltd. (上海同瑞房地產開發有限公司) is the sole legal land users of the property and has obtained the relevant certificates and approval from the government in respect of the construction of the proposed development;

• (iii) Shanghai Tongrui Real Estate Co., Ltd. (上海同瑞房地產開發有限公司) has the right to freely lease, transfer, mortgage and dispose of the land use rights and building ownership of the property provided that where any of the property has been mortgaged, the Group has to discharge the mortgage or obtain the mortgagee’s consent in advance; and

• (iv) All land premium stated in the Grant Contracts of State-owned Land Use Rights have been paid and settled.

• (6) The status of title and grant of major approvals and licenses in accordance with the information provided to us by the Group are as follows:

Shanghai Certificate of Real Estate Ownership Yes Grant Contract of State-owned Land Use Rights Yes Transfer Contract of State-owned Land Use Rights Yes Business License Yes

— VII-78 —

VALUATION REPORT

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VALUATION CERTIFICATE

				Market value in
			Particulars of	existing state as at
	Property	Description and tenure	occupancy	31 March 2015
24.	The development	Upon completion, Magnolia West is a residential	As at the	RMB317,000,000
	site for the	development with communal facilities and is	valuation date
	proposed	erected on a total site area of approximately	the property	(39% interest
	development	171,572.20 sq m.	was vacant	attributable to
	known as Phase 3		land.	Shanghai Sunac
	of Magnolia West	The property comprises a parcel of land with a		Greentown:
	Project, the	total site area of approximately 50,431.60 sq m,		RMB123,630,000)
	intersection of	on which the proposed Phase 3 of Mongolia
	Gaolang Road and	West Project will be developed.
	Lixin Road, Binhu
	District, Wuxi,	As advised by the Group, the planned gross
	Jiangsu Province,	floor area of the proposed development with
	the PRC	details as follows:
		Use Approximate GFA
		(sq m)
		High-rise Residential 118,973.00
		Commercial 18,648.00
		Car Parking in basement 51,593.00
		Total 189,214.00

As advised by the Group, construction works of the proposed development will commence in 2015 and the proposed development will be completed in 2018.

The property is held with land use rights for a term due to expire on 12 August 2079 for residential use.

Notes:

• (1) According to Grant Contract of Land Use Rights No. 3202012009CR0025 dated 13 August 2009 (and its supplementary agreement dated 2 February 2010), the land use rights of the land parcel with a total site area of 171,572.2 sq m have been granted to Wuxi Taihu Greentown Real Estate Co., Ltd. (無錫太湖綠城置業有限公司) with details as follows:

Location : West of Lixin Avenue, North of Guanshan Road, East of Guanshun Road, and south of Gaolang Road, Lake Tai New Town, Binhu District Site area (sq m) : 171,572.2 Planned GFA (sq m) : 377,458.8 Land Use : Commercial and residential Land use term : Commercial: 40 years Residential: 70 years Land premium : RMB1,100,000,000 Plot ratio : Not more than 2.2

— VII-79 —

APPENDIX VII

VALUATION REPORT

• (2) According to State-owned Land Use Rights Certificate No. (2010) 019 dated 26 April 2010, the land use rights of the property with a total site area of 50,431.60 sq m have been vested in Wuxi Taihu Greentown Real Estate Co., Ltd. (無錫太湖綠城置業有限公司) for a term due to expire on 12 August 2079 for commercial and residential use.

• (3) According to Planning Permit for Construction Use of Land No. 3202112010B0009 dated 19 April 2010, the construction project on the land with a total site area of 171,572.2 sq m is in compliance with the urban planning requirements and has been approved.

• (4) According to Business License No. 320211000156501, Wuxi Taihu Greentown Real Estate Co., Ltd. (無錫太湖綠 城置業有限公司) has been established as a limited company with registered capital of RMB300,000,000 for a valid operating period from 25 January 2010.

• (5) We have been provided with a legal opinion issued by the Company’s PRC legal advisor, which contains, inter alia, the following information:

• (i) The State-owned Land Use Rights Certificates of the property are valid, legal and enforceable under the PRC laws;

• (ii) Wuxi Taihu Greentown Real Estate Co., Ltd. (無錫太湖綠城置業有限公司) is the sole legal land users of the property and has obtained the relevant certificates and approval from the government in respect of the construction of the proposed development;

• (iii) The land use rights of a portion of the property with site area 77,687.8 sq m is subject to a legal charge in favor of 海爾集團財務有限責任公司 (Haier Group Finance Company Limited) from 4 March 2014 and 3 March 2017 for a consideration of RMB972,618,000.

• (iv) Wuxi Taihu Greentown Real Estate Co., Ltd. (無錫太湖綠城置業有限公司) has the right to freely lease, transfer, mortgage and dispose of the land use rights and building ownership of the property provided that where any of the property has been mortgaged, the Group has to discharge the mortgage or obtain the mortgagee’s consent in advance; and

• (v) All land premium stated in the Grant Contracts of State-owned Land Use Rights have been paid and settled.

• (6) The status of title and grant of major approvals and licenses in accordance with the information provided by the Group is as follows:

Grant Contract of Land Use Rights	Yes
State-owned Land Use Rights Certificate	Yes
Planning Permit for Construction Use of Land	Yes
Business License	Yes

— VII-80 —

VALUATION REPORT

APPENDIX VII

VALUATION CERTIFICATE

• Market value in

• Particulars of existing state as at

• Property Description and tenure occupancy 31 March 2015

• 1. The development Fairy Land is a residential development. As As at the RMB1,282,000,000 site for the advised by the Group, Fairy Land is planned to valuation date, proposed be developed in 3 phases and is erected on a the property (56.67% interest development parcel of land with a total site area of was vacant attributable to known as Phase 3 approximately 213,852.71 sq m. land. Shanghai Sunac of Fairy Land, Greentown: south of Gaohu The property comprises the development site for RMB726,509,400) Road, north of the proposed Phase 3 of Fairy Land. Upon Dushu Lake, completion, the proposed development will Suzhou Industry comprise villas. Park District, As advised by the Group, the proposed

• Suzhou, Jiangsu Province, the PRC development is scheduled to be completed in 2017 and has a planned gross floor area of 71,192 for residential use. The land use rights of the property have been granted for terms due to expire on 21 September 2050 for commercial services use and due to expire on 21 September 2080 for residential use.

Notes:-

• (1) According to State-owned Land Use Rights Certificate No. (2012) 00105 dated 31 August 2012, the land use rights of portion of the property comprising a total site area of 213,852.71 sq m, have been vested in 蘇州綠城玫瑰園房地產開發有限公司 (Suzhou Greentown Rose Garden Real Estate Development Co., Ltd.) for terms due to expire on 21 September 2050 for commercial services use and due to expire on 21 September 2080 for residential use.

• (2) According to Grant Contract of State-owned Land Use Rights No. 3205032009CR0060 entered into between 蘇州市工業園區國土房產局 (Land and Real Estate Bureau of Suzhou Industry District) (the “Grantor”) and Greentown Real Estate Group Co., Ltd. (綠城房地產集團有限公司) (the “Grantee”) on 22 September 2009, the land use rights of the property having a site area of approximately 213,852.71 sq m have been granted to the Grantee with details as follows:

Site area : 213,852.71 sq m Land use term : 70 years for residential use; and 40 years for commercial and services uses Gross Floor area : 128,311.63 sq m Plot ratio : not more than 0.6 and not less not 0.4 Completion Date of Construction : 22 September 2012 Land premium : RMB3,600,000,000

• (3) According to Supplementary Agreement for Grant Contract of State-owned Land Use Rights No. 3205032009CR0060 dated 8 December 2009, the land use rights of the property have been transferred from Greentown Real Estate Group Co., Ltd. (綠城房地產集團有限公司) to Suzhou Greentown Rose Garden Real Estate Development Co., Ltd. (蘇州綠城玫瑰園房地產開發有限公司).

— VII-81 —

APPENDIX VII

VALUATION REPORT

• (4) According to Planning Permit for Construction Use of Land No. A20080001-01 issued by Suzhou Industry Park Planning and Construction Bureau (蘇州工業園區規劃建設局) on 24 August 2012, the construction site of a parcel of land with an area of 21.39 Qing, is in compliance with the urban planning requirements.

• (5) According to Business License No. 320594000149388 dated 24 May 2013, Suzhou Greentown Rose Garden Real Estate Development Co., Ltd. (蘇州綠城玫瑰園房地產開發有限公司) was established on 7 December 2009 as a limited company with a registered capital of RMB360,000,000 for a valid operation period from 7 December 2009 to 7 December 2039.

• (6) We have been provided with a legal opinion issued by the Company’s PRC legal advisor, which contains, inter alia, the following information:

• (i) The State-owned Land Use Rights Certificate of the property are valid, legal and enforceable under the PRC laws;

• (ii) Suzhou Greentown Rose Garden Real Estate Development Co., Ltd. (蘇州綠城玫瑰園房地產開發有限公司) is the sole legal land users of the property and has obtained the relevant certificates and approval from the government in respect of the construction of the proposed development;

• (iii) Suzhou Greentown Rose Garden Real Estate Development Co., Ltd. (蘇州綠城玫瑰園房地產開發有限公司) has the right to freely lease, transfer, mortgage and dispose of the land use rights and building ownership of the property provided that where any of the property has been mortgaged, the Group has to discharge the mortgage or obtain the mortgagee’s consent in advance; and

• (iv) All land premium stated in the Grant Contracts of State-owned Land Use Rights have been paid and settled.

• (7) The status of title and grant of major approvals and licenses in accordance with the information provided to us by the Group are as follows:

State-owned Land Use Rights Certificate	Yes
Grant Contracts of State-owned Land Use Rights	Yes
Supplementary Agreement of Grant Contract of State-owned Land Use Rights	Yes
Planning Permit for Construction Use of Land	Yes
Business License	Yes

— VII-82 —

VALUATION REPORT

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VALUATION CERTIFICATE

Market value in Particulars of existing state as at Property Description and tenure occupancy 31 March 2015 26. The development The property comprises the development site As at the RMB669,000,000 site situated at with a total site area of approximately Valuation Date, Land Plot G58, 104,401.20 sq m. the property (100% interest north of Shishan was bare land. attributable to Street and Jinshan The planned gross floor area of the proposed Shanghai Sunac Road, Suzhou, development is approximately 114,841.00 sq m. Greentown: Jiangsu Province, RMB669,000,000) the PRC The property is held with land use rights for a term of 70 years for residential use.

Notes:-

• (1) According to Grant Contract of State-owned Land Use Rights No.3205012014CR0172 dated 1 January 2015, the land use rights of the land parcel with a total site area of 104,401.20 sq m have been granted to Suzhou Rongding Real Estate Co., Ltd. (蘇州融鼎置業有限公司) with details as follows:

Location : Land plot No.2014-G-58, north of Shishan Street and Jinshan Road, Suzhou Site area (sq m) : 104,401.20 Land Use : Residential Land use term : 70 years Land premium : RMB1,260,097,999 Plot ratio : Not more than 1.1

As advised by the Group, as at the valuation date, Suzhou Rongding Real Estate Co., Ltd. (蘇州融鼎置業有限公 司) has not paid the remaining land premium of RMB678,440,000 of the property. We have taken into account such amounts in our valuation.

• (2) According to Business License No. 320512000201412260005, Suzhou Rongding Real Estate Co., Ltd. (蘇州融鼎置業有限公司) has been established on 26 December 2014 as a limited company with a registered capital of RMB8,000,000 and a valid operation period from 26 December 2014 to 25 December 2044.

• (3) We have been provided with a legal opinion issued by the Company’s PRC legal advisor, which contains, inter alia, the following information:

• (i) The Grant Contract of State-owned Land Use Rights of the property is valid, legal and enforceable under the PRC laws;

• (ii) Suzhou Rongding Real Estate Co., Ltd. (蘇州融鼎置業有限公司) has the right to freely lease, transfer, mortgage and dispose of the land use rights of the property provided that where any of the property has been mortgaged, the Group has to discharge the mortgage or obtain the mortgagee’s consent in advance; and

— VII-83 —

VALUATION REPORT

APPENDIX VII

• (iv) All land premium stated in the Grant Contracts of State-owned Land Use Rights have been paid and settled.

• (v) The grantee has no legal impediment to obtain the State-owned Land Use Rights Certificate.

• (4) The status of title and grant of major approvals and licenses in accordance with the information provided to us by the Group are as follows:

Grant Contract of State-owned Land Use Rights Yes Business License Yes

— VII-84 —

VALUATION REPORT

APPENDIX VII

VALUATION CERTIFICATE

Property Description and tenure

1. The development Upon completion, Magnolia Square is a site for the composite residential development and is erected proposed on three parcels of land with a total site area of development approximately 413,251.80 sq m. known as Phases 4 and 5 of Magnolia The property comprises the development site for Square, Chenjia the proposed Phases 4 and 5 of Magnolia village, Wujin Square. District, Upon completion, the property is planned to be

Changzhou, Jiangsu Province, the PRC developed into a composite residential development with car parking spaces.

Market value in Particulars of existing state as at occupancy 31 March 2015 As at the RMB443,000,000 valuation date the property is (97% interest vacant land. attributable to Shanghai Sunac Greentown: RMB429,710,000)

As advised by the Group, the proposed development is scheduled to be completed in 2020 and has the planned gross floor area as follows:-

	Approximate
	Planned Gross
Planned Portion	Floor Area
	(sq m)
High-rise Residential	391,288.00
Commercial	49,171.00
Car Park	120,864.00
Total	561,323.00

The land use rights of the property have been granted for a term of 70 years for residential

uses.

Notes:-

• (1) According to State-owned Land Use Rights Certificate No. (2013)21823 dated 29 October 2013, the land use rights of portion of the property comprising a total site area of 70,686.30 sq m, have been vested in Changzhou Greentown Real Estate Co., Ltd. (常州綠城置業有限公司).

According to State-owned Land Use Rights Certificate No.(2013)02067 dated 4 March 2013, the land use rights of portion of the property comprising a total site area of 75,880.50 sq m, have been vested in Changzhou Greentown Real Estate Co., Ltd. (常州綠城置業有限公司).

According to State-owned Land Use Rights Certificate No. (2013)02067, the land use rights of portion of the property comprising a total site area of 75,880.550 sq m have been vested in Changzhou Greentown Real Estate Co., Ltd (常州綠城置業有限公司).

According to State-owned Land Use Rights Certificate No. (2013)21823, the land use rights of portion of the property comprising a total site area of 70,686.30 sq m have been vested in Changzhou Greentown Real Estate Co., Ltd (常州綠城置業有限公司).

— VII-85 —

APPENDIX VII

VALUATION REPORT

• (2) According to Grant Contract of State-owned Land Use Rights No. 3204832010CR0153 dated 11 August 2010, 常州市國土資源局 (State-owned Land Resources Bureau of Changzhou Municipality) has granted the land use rights of the property comprising a site area of 75,880.5 sq m to Ketai company (HK) (科泰香港有限公司) and Greentown Real Estate Group Co., Ltd. (綠城房地產集團有限公司) for a consideration of RMB383,196,525.

According to Supplementary Agreement dated 2 November 2010, the land use rights of the property have been totally transferred to Changzhou Greentown Real Estate Co., Ltd. (常州綠城置業有限公司).

According to Grant Contract of State-owned Land Use Rights No. 3204832010CR0157 dated 11 August 2010, 常州市國土資源局 (State-owned Land Resources Bureau of Changzhou Municipality) has granted the land use rights of the property comprising a site area of 70,686.30 sq m to Ketai company (HK) (科泰香港有限公司) and Greentown Real Estate Group Co., Ltd. (綠城房地產集團有限公司) for a consideration of RMB356,965,815.

According to Supplementary Agreement dated 2 November 2010, the land use rights of the property have been totally transferred to Changzhou Greentown Real Estate Co., Ltd. (常州綠城置業有限公司).

• (3) According to Business License No. 320000400004377 dated 17 October 2014, Changzhou Greentown Real Estate Co., Ltd. (常州綠城置業有限公司) was established on 1 November 2010 as a limited company with a registered capital of RMB837,500,000 for a valid operation from 1 November 2010 to 31 October 2030.

• (8) We have been provided with a legal opinion issued by the Company’s PRC legal advisor, which contains, inter alia, the following information:

• (i) The State-owned Land Use Rights Certificates of the property are valid, legal and enforceable under the PRC laws;

• (ii) Changzhou Greentown Real Estate Co., Ltd. (常州綠城置業有限公司) is the sole legal land users of the property and has obtained the relevant certificates and approval from the government in respect of the construction of the proposed development;

• (iii) The land use rights of the property is subject to legal charges in favor of 光大銀行常州支行 (CEB Bank Changzhou Branch), 農業銀行常州支行 (Agricultural Bank Changzhou Branch), 陸家嘴國際信託有限公司 (Lvjiazui Trust Company Limited) for a total consideration of RMB1,105,244,500.

• (iv) Changzhou Greentown Real Estate Co., Ltd. (常州綠城置業有限公司) has the right to freely lease, transfer, mortgage and dispose of the land use rights and building ownership of the property provided that where any of the property has been mortgaged, the Group has to discharge the mortgage or obtain the mortgagee’s consent in advance; and

• (v) All land premium stated in the Grant Contracts of State-owned Land Use Rights have been paid and settled.

• (4) The status of title and grant of major approvals and licenses in accordance with the information provided to us by the Group are as follows:

State-owned Land Use Rights Certificates	Yes
Grant Contracts of State-owned Land Use Rights	Yes
Supplementary Agreements of Grant Contract of State-owned Land Use Rights	Yes
Business License	Yes

As advised by the Group, as at the valuation date, Changzhou Greentown Real Estate Co., Ltd. (常州綠城置業有 限公司) has not paid the remaining land premium of RMB364,978,830 of the property. We have taken into account such amounts in our valuation.

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APPENDIX VII

VALUATION CERTIFICATE

				Market value in
			Particulars of	existing state as at
	Property	Description and tenure	occupancy	31 March 2015
28.	The development	The property comprises the development site	As at the	RMB1,270,000,000
	site for the	with a total site area of approximately 36,987.50	Valuation Date,
	proposed	sq m.	the property	(23.03% interest
	development		was bare land.	attributable to
	known as Shanghai	The planned gross floor area of the proposed		Shanghai Sunac
	Fuyuan Binjiang	development is approximately 113,690.00 sq m.		Greentown:
	Project situated at			RMB292,481,000)
	land plot	The property is held with land use rights for a
	Nos.E04-2 and	term of 70 years for residential use and 40 years
	E04-4 of Huangpu	for commercial use.
	Riverbank Unit
	E10, Pudong New
	District, Shanghai,
	the PRC

Notes:-

• (1) According to Shanghai Certificate of Real Estate Ownership No. (2013)068949 issued by Shanghai Planning Land and Resources Administration Bureau and Shanghai Housing Security and Administration Bureau on 4 September 2013, the land use rights of Land Plot No. E04-2, comprising a total site area of approximately 22,840 sq m, have been vested in Shanghai Fuyuan Binjiang Development Co., Ltd (上海富源濱江開發有限公司) for a term due to expire on 25 September 2082 for residential use.

According to Shanghai Certificate of Real Estate Ownership No. (2013)068946 issued by Shanghai Planning Land and Resources Administration Bureau and Shanghai Housing Security and Administration Bureau on 4 September 2013, the land use rights of Land Plot No. E04-4, comprising a total site area of approximately 14,147.5 sq m, have been vested in Shanghai Fuyuan Binjiang Development Co., Ltd (上海富源濱江開發有限公司) for a term due to expire on 25 December 2052 for commercial use.

As advised by the Company, Shanghai Fuyuan Binjiang Development Co., Ltd (上海富源濱江開發有限公司) is owned as to 47% by Shanghai Ronglv Ruijiang Real Estate Co., Ltd. (“Onshore Target Company 2”) and hence it is an associate of Onshore Target Company 2.

— VII-87 —

VALUATION REPORT

APPENDIX VII

• (2) According to a Grant Contract of Land Use Rights dated21 August 2013, the land use rights of the land parcel with a total site area of 36,987.50 sq m have been granted to Shanghai Fuyuan Binjiang Development Co., Ltd (上海富源濱江開發有限公司) with details as follows:

Location : Land Plot Nos. E04-2 and E04-4 of Huangpu Riverbank Unit E10, Shanghai Site area (sq m) : 36,987.50 (Land Plot No.: E04-2: 22,840 sq m Land Plot No.: E04-4: 14,147.5 sq m) Land Use : Land Plot No. E04-2: residential Land Plot No. E04-4: commercial Land use term : Land Plot No. E04-2: 70 years Land Plot No. E04-4: 40 years Land premium : RMB1,233,760,000 Plot ratio : Land Plot No. E04-2: 2.5 Land Plot No. E04-4: 4.0

• (3) According to Business License, Shanghai Fuyuan Binjiang Development Co., Ltd (上海富源濱江開發有限公司) has been established on 3 July 2013 as a limited company with a registered capital of RMB10,000,000 and a valid operation period from 3 July 2013 and 2 July 2033.

• (4) We have been provided with a legal opinion issued by the Company’s PRC legal advisor, which contains, inter alia, the following information:

• (i) The Shanghai Certificate of Real Estate Ownership of the property are valid, legal and enforceable under the PRC laws;

• (ii) The land use rights the property with site area 58,160.00 sq m is subject to a legal charge in favor of 中國建設銀行股份有限公司上海浦東分行 (China Construction Bank Corporation Limited (Shanghai Pudong Branch)) from 16 December 2010 to 15 December 2013 for a consideration of RMB700,000,000.

• (iii) Shanghai Fuyuan Binjiang Development Co., Ltd (上海富源濱江開發有限公司) has the right to freely lease, transfer, mortgage and dispose of the land use rights and building ownership of the property provided that where any of the property has been mortgaged, the Group has to discharge the mortgage or obtain the mortgagee’s consent in advance; and

• (5) The status of title and grant of major approvals and licenses in accordance with the information provided to us by the Group are as follows:

Shanghai Certificates of Real Estate Ownership Yes Grant Contracts of State-owned Land Use Rights Yes Business License Yes

— VII-88 —

APPENDIX VIII

RECONCILIATION OF VALUATION OF PROPERTIES

DTZ Debenham Tie Leung Limited, an independent firm of professional valuer, has valued the property interests held by the Offshore Target Group and the Onshore Target Companies as at 31 March 2015. The text of the letter, summary of valuation and the valuation certificate are set out in Appendix VII to this circular. The reconciliation between valuation of the property interests held by the Offshore Target Group and the Onshore Target Companies as at 31 March 2015 and the net book value of such property interest as at 31 December 2014 is as follow:

(i) For the property interests held by the Offshore Target Group

Net book value of the property interests of Offshore Target Group as at 31 December 2014 as presented in the accountant’s report set out in appendix II - Properties under development - Completed properties held for sale Movement for period from 1 January 2015 to 31 March 2015 - Addition - Delivery to third parties of properties held for sale Valuation surplus for the property interests of Offshore Target Group as at 31 March 2015 Valuation of the property interests of the Offshore Target Group as at 31 March 2015

RMB’000 6,549,146 5,196,085 11,745,231 39,374 (635,819) 1,315,214 12,464,000

— VIII-1 —

APPENDIX VIII

RECONCILIATION OF VALUATION OF PROPERTIES

(ii) For the property interests held by the Onshore Target Companies

Net book value of the property interests of Onshore Target Companies No. 1 to No. 3, No. 9 and No. 12 to No. 15 as at 31 December 2014 as presented in the accountant’s report set out in appendix IV - Properties under development - Completed properties held for sale Movement for period from 1 January 2015 to 31 March 2015 - Addition - Delivery to third parties of properties held for sale Valuation surplus for the property interests of Onshore Target Companies No. 1 to No. 3, No. 9 and No. 12 to No. 15 as at 31 March 2015 Valuation of the property interests held by the Onshore Target Companies No. 4 to No. 8, No. 10 and No. 11 as at 31 March 2015 Valuation of the property interests of the Onshore Target Companies as at 31 March 2015

RMB’000 10,250,641 1,014,551 11,265,192 391,898 (88,072) 3,116,982 27,317,000 42,003,000

— VIII-2 —

APPENDIX IX VALUATION SUMMARY OF THE NET ASSET VALUE OF THE OFFSHORE AND ONSHORE TARGET COMPANIES

The following is the text of a letter and a valuation summary prepared for the purpose of incorporation in the Circular, received from DTZ Debenham Tie Leung Limited, an independent valuer, in connection with its opinion of the net asset value of each of the Target Companies as at 30 November 2014.

16/F Jardine House 1 Connaught Place Central Hong Kong

11 June 2015

The Directors Sunac China Holdings Limited 10th Floor, Building C7 Magnetic Plaza Binsuixi Road Nankai District Tianjin The People’s Republic of China

Dear Sirs,

INSTRUCTIONS, PURPOSE & VALUATION DATE

In accordance with the instructions from Sunac China Holdings Limited (the “Company”) for us to assess the net asset value (the “Appraised NAV”) of each of the onshore or offshore target companies (individually the “Target Company” or collectively the “Target Companies”) in relation to the Company’s proposed acquisition of the Target Companies (as more particularly described in the section hereinafter named as DESCRIPTION OF THE TARGET COMPANIES), we confirm that we have made relevant enquiries and obtained such further information as we consider relevant for the purpose of providing the Company with our opinion of the Appraised NAV of each of the Target Companies as at 30 November 2014 (the “Valuation Date”).

DEFINITION OF MARKET VALUE

Our opinion of the Appraised NAV of each of the Target Companies represents its market value which in accordance with the International Valuation Standards published by the International Valuation Standards Council is defined as “the estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm’s length transaction, after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion”.

— IX-1 —

APPENDIX IX VALUATION SUMMARY OF THE NET ASSET VALUE OF THE OFFSHORE AND ONSHORE TARGET COMPANIES

DESCRIPTION OF THE TARGET COMPANIES

The onshore target companies include the following companies:

• 1 Shanghai Huazhe Bund Real Estate Co., Ltd.

• 2 Shanghai Ronglv Ruijiang Real Estate Co., Ltd.

• 3 Shanghai Lvshun Real Estate Development Co., Ltd.

• 4 Shanghai Ronglv Qiwei Real Estate Co., Ltd.

• 5 Shanghai Ronglv Huiyi Real Estate Co., Ltd.

• 6 Shanghai Poly Hongrong Real Estate Co., Ltd.

• 7 Shanghai Tongrui Real Estate Development Co., Ltd.

• 8 Shanghai Haochuan Property Co., Ltd.

• 9 Wuxi Greentown Real Estate Development Co., Ltd.

• 10 Wuxi Taihu Greentown Real Estate Co., Ltd.

• 11 Suzhou Greentown Rose Garden Real Estate Development Co., Ltd.

• 12 Suzhou Ronglv Fanting Real Estate Co. Ltd.

• 13 Changzhou Greentown Real Estate Co., Ltd.

• 14 Tianjin Yijun Investment Co., Ltd.

• 15 Suzhou Ronglv Investment Limited

The offshore target company refers to Elegant Trend Limited.

SCOPE OF WORK

In the course of our valuation, the following processes had been conducted to evaluate the reasonableness of the adopted bases and assumptions provided by the management of the Company, and/or its representatives (collectively the “Management”):

• Discussed with the Management and obtained all relevant financial and operational information in respect of the Target Companies;

— IX-2 —

APPENDIX IX VALUATION SUMMARY OF THE NET ASSET VALUE OF THE OFFSHORE AND ONSHORE TARGET COMPANIES

• Examined the relevant bases and assumptions of the financial and operational information in respect of the Target Companies;

• Conducted appropriate research to obtain sufficient market data and statistical figures and prepared the valuations based on generally accepted valuation procedures and practices; and

• Presented the purpose and the definition of market value, the description of the Target Companies, the scope of work, the source of information, the valuation assumptions, the valuation methodology and our conclusion of values in this report.

SOURCE OF INFORMATION

In conducting the Appraised NAV of each of the Target Companies, we have relied on the following information provided to us by the Management, as well as other publicly available information that we have gathered through our own research, including, but not limited to, the following:

• History, background, business nature, operating environment and other relevant information of the Target Companies;

• Management accounts of the Target Companies as at 30 November 2014; and

• Other public information relating to the valuations.

VALUATION ASSUMPTIONS

We have adopted certain specific assumptions in our valuations and the major ones are as follows:

• There will be no material change in the political, legal, fiscal, technological, market and economic conditions in the jurisdiction where the Target Companies currently operate or will operate;

• There will be no material change in the taxation laws and regulations in the jurisdiction where the Target Companies currently operate or will operate;

• The interest rates and exchange rates will not differ materially from those of present or expected; and

• The core business operation of the Target Companies will not differ materially from those of present or expected.

— IX-3 —

APPENDIX IX VALUATION SUMMARY OF THE NET ASSET VALUE OF THE OFFSHORE AND ONSHORE TARGET COMPANIES

VALUATION METHODOLOGY

The Appraised NAV of each of the Target Companies is determined with reference to:

• (i) the net asset value based on the management accounts of the Target Companies as at 30 November 2014;

• (ii) the surplus arising from valuation of the properties attributable to the Target Companies as at 30 November 2014;

• (iii) the provision for land appreciation tax on the aforementioned surplus arising from valuation of the properties attributable to the Target Companies as at 30 November 2014; and

• (iv) the provision for the deferred tax on the aforementioned surplus arising from valuation of the properties attributable to the Target Companies as at 30 November 2014 after land appreciation tax provision and on the basis of the prevailing corporate tax rate of 25%.

In valuing the properties held by the Target Companies for sale in the People’s Republic of China (the “PRC”), we have used the Direct Comparison Method assuming sale of these properties in their existing state with the benefit of vacant possession by making reference to comparables sales transactions as available in the relevant market.

In respect of the properties held by the Target Companies under development and for future development respectively in the PRC, we have valued them on the basis that they will be developed and completed in accordance with the latest development proposals provided to us by the Management (if any). We have assumed that all consents, approvals and licences from relevant government authorities for the development proposals have been or will be obtained without onerous conditions or delays. We have also assumed that the design and construction of the developments are in compliance with the local planning and other relevant regulations and have been or will be approved by the relevant authorities. In arriving at our valuations, we have adopted the Direct Comparison Method by making reference to comparable sales evidence as available in the relevant market and have also taken into account the expended construction costs as well as the costs that will be expended to complete the developments.

— IX-4 —

APPENDIX IX VALUATION SUMMARY OF THE NET ASSET VALUE OF THE OFFSHORE AND ONSHORE TARGET COMPANIES

CURRENCY

Unless otherwise stated, all monetary amounts stated in this valuation report are in Renminbi (RMB), the official currency of the PRC.

CONCLUSION OF VALUES

We enclose herewith our valuation summary.

Yours faithfully, for and on behalf of

DTZ Debenham Tie Leung Limited

Andrew K.F. Chan

Registered Business Valuer registered with the Hong Kong Business Valuation Forum Registered Professional Surveyor (General Practice) Registered China Real Estate Appraiser

MSc, MHKIS

Senior Director, Valuation & Advisory Services

Note: Mr. Andrew K. F. Chan is a Registered Professional Surveyor who has over 27 years’ experience in the valuation of properties in the PRC and business valuations of PRC enterprises.

— IX-5 —

APPENDIX IX VALUATION SUMMARY OF THE NET ASSET VALUE OF THE OFFSHORE AND ONSHORE TARGET COMPANIES

VALUATION SUMMARY OF THE TARGET COMPANIES

		Market value
		of net asset
		value as at
		30 November
		2014
		(RMB’000)
	Onshore Target Company
1	Shanghai Huazhe Bund Real Estate Co., Ltd.	3,567,000
2	Shanghai Ronglv Ruijiang Real Estate Co., Ltd.	45,000
3	Shanghai Lvshun Real Estate Development Co., Ltd.	1,499,000
4	Shanghai Ronglv Qiwei Real Estate Co., Ltd.	253,000
5	Shanghai Ronglv Huiyi Real Estate Co., Ltd.	(121,000)
6	Shanghai Poly Hongrong Real Estate Co., Ltd.	2,782,000
7	Shanghai Tongrui Real Estate Development Co., Ltd.	537,000
8	Shanghai Haochuan Property Co., Ltd.	631,000
9	Wuxi Greentown Real Estate Development Co., Ltd.	28,000
10	Wuxi Taihu Greentown Real Estate Co., Ltd.	(673,000)
11	Suzhou Greentown Rose Garden Real Estate Development Co., Ltd.	(504,000)
12	Suzhou Ronglv Fanting Real Estate Co. Ltd.	—
13	Changzhou Greentown Real Estate Co., Ltd.	23,000
14	Tianjin Yijun Investment Co., Ltd.	(261,000)
15	Suzhou Ronglv Investment Limited	10,000
	Offshore Target Company
1	Elegant Trend Limited	5,237,000

— IX-6 —

GENERAL INFORMATION

APPENDIX X

1. 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 Enlarged Group. 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.

2. DISCLOSURE OF INTERESTS

(a) Director’s Interest in the securities of the Company

As at the Latest Practicable Date, save as disclosed below, none of the Directors or the chief executive of the Company or their respective associates had or was deemed to have any interests and short positions in the Shares, underlying Shares or debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO) (i) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO); or (ii) which were required, pursuant to section 352 of the SFO to be entered in the register referred to therein; or (iii) which were required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies contained in the Listing Rules, to be notified to the Company and the Stock Exchange:

(i) Interest in Shares of the Company and/or associated corporation

			Approximate	Approximate
				percentage
		Relevant company	Number of	of interest
		(including	shares of the	in the
		associated	relevant	relevant
Name of Director	Nature of Interest	corporations)	company (1)	company
Mr. Sun Hongbin	Interest in a	The Company	1,589,549,451(L)	46.77%
	controlled
	corporation(2)
	Beneficial interest	The Company	6,440,000(L)	0.19%
	Beneficial interest	Sunac International	1(L)	100%
		Investment Holding
		Ltd (“Sunac
		International”)(3)
Mr. Wang Mengde	Beneficial interest	The Company	3,300,000(L)	0.10%
Mr. Jing Hong	Beneficial interest	The Company	650,000(L)	0.02%

— X-1 —

GENERAL INFORMATION

APPENDIX X

Notes:

• (1) The letter “L” denotes the person’s long position in such Shares.

• (2) Mr. Sun is the beneficial owner of 100% of the issued share capital of Sunac International and is deemed to be interested in the Shares held by Sunac International.

• (3) Sunac International is the holding company of the Company and therefore an “associated corporation” of the Company within the meaning of Part XV of the SFO.

(ii) Interest in the underlying shares of our Company

			Approximate
		Number of	percentage of
		Underlying	interest in the
Name of Director	Nature of Interest	Shares (Note)	relevant company
Mr. Sun Hongbin	Beneficial interest(1)	1,300,000	0.04%
Mr. Wang Mengde	Beneficial interest(1)	6,400,000	0.19%
Mr. Li Shaozhong	Beneficial interest(1)	5,900,000	0.17%
Mr. Chi Xun	Beneficial interest(1)	6,000,000	0.18%
Mr. Shang Yu	Beneficial interest(1)	4,750,000	0.14%
Mr. Jing Hong	Beneficial interest(1)	5,750,000	0.17%

Note:

• (1) The interests in the underlying shares are in relation to the options granted under the Pre-IPO Share Option Scheme, the Post-IPO Share Option Scheme and a new share option scheme.

As at the Latest Practicable Date, none of the Directors is a director or employee of a company which has, or is deemed to have, an interest or a short position in the Shares or underlying Shares of the Company which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO.

(c) Substantial shareholders’ interest

As at the Latest Practicable Date, so far as is known to any Director or chief executive of the Company, the following persons (other than a Director or chief executive of the Company) had interests or short positions in the Shares or underlying shares of the Company as recorded in the register kept by the Company pursuant to section 336 of the SFO which would fall to be disclosed to the Company under the provisions Divisions 2 and 3 of Part XV of the SFO, or, who was, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group.

— X-2 —

GENERAL INFORMATION

APPENDIX X

Long positions in the Shares and underlying Shares of the Company

				Approximate % of
				the issued share
			Number of Shares	capital of the
**Name **	of Shareholder	Nature of interest	interested	Company
Sunac	International	Beneficial interest	1,589,549,451	46.77%

Save as disclosed above, as at the Latest Practicable Date, no other person (other than the Directors or chief executives of the Company) had an interest or short position in the Shares or underlying Shares of the Company which were recorded in the register kept by the Company pursuant to section 336 of the SFO which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or, who was directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group.

Save as disclosed above, the Company has not been notified of any other relevant interests or short positions in the issued share capital of the Company as at the Latest Practicable Date.

3. DIRECTORS’ COMPETING INTERESTS

As at the Latest Practicable Date, none of the Directors and their respective associates is and was interested in any business apart from the Group’s businesses which competes, or may compete, either directly or indirectly, with the businesses of the Enlarged Group pursuant to Rule 8.10 of the Listing Rules.

4. DIRECTORS’ INTERESTS IN ASSETS

As at the Latest Practicable Date, none of the Directors had any interest, either directly or indirectly, in any assets which has since 31 December 2014 (being the date to which the latest published audited consolidated financial statements of the Group were made up), up to the Latest Practicable Date, been acquired or disposed of by or leased to, any member of the Enlarged Group or are proposed to be acquired or disposed of by, or leased to, any member of the Enlarged Group.

5. DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contract with any member of the Enlarged Group which does not expire or is not determinable by such member of the Enlarged Group within one year without payment of compensation (other than statutory compensation).

— X-3 —

GENERAL INFORMATION

APPENDIX X

6. DIRECTORS’ INTERESTS IN CONTRACT OR ARRANGEMENT OF SIGNIFICANCE

As at the Latest Practicable Date, none of the Directors was materially interested, directly or indirectly, in any contract or arrangement entered into by any member of the Enlarged Group subsisting at the Latest Practicable Date and which is significant in relation to the business of the Enlarged Group.

7. MATERIAL ADVERSE CHANGE

The Company is not aware of any material adverse change in the financial or trading position of the Group since 31 December 2014, being the date to which the latest published audited financial statements of the Company were made up.

8. MATERIAL CONTRACTS

The following contracts (being contracts entered into outside the ordinary course of business carried on by the Group) have been entered into by members of the Group within the two years immediately preceding the date of this circular:

• (a) the termination agreement dated 26 May 2015 to terminate the Share Purchase Agreement (as defined below);

• (b) the Share Sale and Purchase Agreement;

• (c) the Deed of Indemnity and Undertaking;

• (d) the Equity Sale and Purchase Framework Agreement;

• (e) the Debt Undertaking Framework Agreement;

• (f) equity transfer agreement dated 16 February 2015 entered into among Shanghai Sunac Ruifeng Investment Company Limited, an indirect wholly-owned subsidiary of the Company, as the purchaser, Beijing Fengdan Investment Management Company Limited (“Beijing Fengdan”), Shenzhen Zhongshan Xingye Trading Company Limited (“Shenzhen Zhongshan”), Shenzhen Hua Shun Digital Technology Company Limited (“Shenzhen Hua Shun”) and Shenzhen SZITIC Property Development Company Limited (“SZITIC Property”), as the vendors with respect to the acquisition of equity interests in Shanghai Fengda Lishe Real Estate Development Company Limited. The total consideration payable for the acquisition of 12.5%, 5%, 12.5% and 7.855% equity interests and relevant debt interests held by Beijing Fengdan, Shenzhen Zhongshan, Shenzhen Hua Shun and SZITIC Property is RMB437,500,000, RMB175,000,000, RMB437,500,000 and RMB274,925,000, respectively;

• (g) share purchase agreement dated 31 January 2015 (the “Share Purchase Agreement”) entered into among Da Chang Investment Company Limited, Da Feng Investment Company Limited and Da Zheng Investment Company Limited (the “Sellers”), Ease Success Holdings Limited

— X-4 —

APPENDIX X

GENERAL INFORMATION

• (the “Offeror”), Mr. Kwok Chun Wai, Mr. Kwok Ying Chi and Mr. Kwok Ying Shing (the “Guarantor”) and the Company, pursuant to which, the Sellers have conditionally agreed to sell an aggregate of 2,529,196,133 shares (the “Sale Shares”) of Kaisa Group Holdings Ltd. (“Kaisa”) beneficially held by it in the issued share capital of Kaisa and the Offeror has conditionally agreed to acquire the Sale Shares for a total cash consideration of HK$4,552,553,039.40 at a purchase price of HK$1.80 per share, the consideration of which will be reduced if certain dividend is paid to shareholders of Kaise by Kaisa prior to completion.

• (h) acquisition agreement dated 30 January 2015 entered into among Tianjin Tengyao Property Co., Ltd. (天津騰耀置業有限公司) (“Tianjin Tengyao”), an indirect wholly-owned subsidiary of the Company, as the purchaser, Tianjin Rongchuang Aocheng Investment Company Limited(天津融創奧城投資有限公司) (“Tianjin Rongchuang”), an indirect wholly-owned subsidiary of the Company, as the purchaser guarantor, Shanghai Xinwan Investment Development Co., Ltd.(上海新灣投資發展有限公司) (“Shanghai Xinwan”), an indirect wholly-owned subsidiary of Kaisa, as the vendor, Kaisa Group (Shenzhen) Co., Ltd. (“Kaisa Shenzhen”), an indirectwholly-owned subsidiary of Kaisa, as the vendor guarantor and Shanghai Qingwan Zhaoye Property DevelopmentCo., Ltd. (上海青灣兆業房地產開發有限公司) (“Shanghai Qingwan”) in relation to the acquisition of 100% of the equity interests of Shanghai Qingwanand the sharheolder’s loan of RMB1,166,751,700 at a total consideration of RMB 1,166,751,701;

• (i) acquisition agreement dated 30 January 2015 entered into among Tianjin Tengyao as the purchaser, Tianjin Rongchuang as the purchaser guarantor, Shanghai Xinwan as the vendor, as Kaisa (Shenzhen) as the vendor guarantor and Shanghai Rongwan Zhaoye Property Development Co., Ltd. (“Shanghai Rongwan”) in relation to the acquisition of 100% of the equity interests of Shanghai Rongwanand the shareholder’s loan of RMB579,628,700 for a total consideration of RMB609,628,700;

• (j) acquisition agreement dated 30 January 2015 entered into among Tianjin Tengyaoas the purchaser, Tianjin Rongchuang as the purchaser guarantor, Shanghai Xinwan as the vendor, Kaisa (Shenzhen) as the vendor guarantor, Shanghai Yingwan Zhaoye Property Development Co., Ltd.(“Shanghai Yingwan”) and Shanghai Chengwan Zhaoye Property Development Co., Ltd. (“Shanghai Chengwan”) in relation to the acquisition of (i) 51% of the equity interests of Shanghai Chengwan; and (ii) 51% of the equity interests of Shanghai Yingwan and Shanghai Chengwanand the shareholder’s loan of RMB543,056,700 for a total consideration of RMB589,560,000;

• (k) equity transfer agreement dated 7 November 2014 entered into among Shanghai Ronglv Ruijiang Real Estate Company Ltd, a non-wholly owned subsidiary of the Company, as the purchaser, Shanghai Shenjiang Cross-strait Development and Construction Investment (Group) Company Limited, as the vendor, pursuant to which the purchaser has agreed to acquire the 47% equity interest in Shanghai Fuyuan Binjiang Development Company

— X-5 —

GENERAL INFORMATION

APPENDIX X

Limited for a total consideration of RMB1,574,986,146.76, comprising of (i) a transfer price of RMB977,374,550.83 in relation to the 47% equity interest in Shanghai Fuyuan Binjiang; and (ii) a debt amount of RMB597,611,595.93 owing by Shanghai Fuyuan Binjiang to Shanghai Shenjiang Cross-strait;

• (l) sale and purchase agreement dated 22 May 2014 entered into among Lead Sunny Investments Limited, a direct wholly-owned subsidiary of the Company, as the purchaser, Delta House Limited, Wisearn Limited and Profitwise Limited, as the vendors, and the guarantor of the purchaser and the vendors, pursuant to which, the purchaser has agreed to acquire 524,851,793 target shares, representing an aggregate of 24.313% of the entire issued share shares of the target company as at the date of the sale and purchase agreement, for a consideration of HK$6,298,221,516;

In addition, a termination agreement dated 18 December 2014 was entered into among the purchaser, the vendors and the guarantor of the purchaser and the vendors, pursuant to which, each of the parties has agreed to terminate the sale and purchase agreement and their entire duties and responsibilities thereunder;

• (m) equity transfer agreement dated 25 December 2013 entered into among Shanghai Sunac Greentown Investment Holding Co. Ltd. (“Shanghai Sunac Greentown”), a non wholly-owned subsidiary of the Company and Zhejiang Xiangyi Real Estate Development Co., Ltd. (“Zhejiang Xiangyi”), pursuant to which Shanghai Sunac Greentown agreed to acquire and Zhejiang Xiangyi agreed to dispose of 11.18% equity interest in Shanghai Haochuan Property Co., Ltd. (“Haochuan Property”) for a total consideration of RMB51.5 million; and repay to Zhejiang Xiangyi and Zhejiang Tobacco Investment Management Company Limited the borrowings of shareholders of RMB1,717,502, 532.7 from Haochuan Property;

• (n) equity cooperation agreement dated 25 December 2013 entered into among Shenzhen Tongsheng Equity Investment Fund Partnership (Limited Partnership) (“Tongsheng Investment”), Beijing Sunac Hengji Real Estate Co., Ltd. (“Sunac Hengji”, a wholly-owned subsidiary of the Company), and Beijing Sunac Hengyu Real Estate Development Co., Ltd. (“Sunac Hengyu”), pursuant to which Sunac Hengji and Tongsheng Investment agreed to inject capital to Sunac Hengyu by an aggregate amount of RMB1.175 billion and RMB1.225 billion respectively;

• (o) equity acquisition agreement dated 20 December 2013 entered into among Tianjin Sunac Zhidi Co., Ltd. (“Sunac Zhidi”), a direct wholly-owned subsidiary of the Company, and Daye Trust Holding Limited (“Daye Trust”), pursuant to which Sunac Zhidi agreed to acquire and Daye Trust agreed to sell 49.5586% equity interests in Tianjin Sunac Mingxiang Investment Development Co. Ltd., (a direct non wholly owned subsidiary of Sunac Zhidi) held by Daye Trust and all rights and interests arising from such equity interests at a cash consideration of RMB 919,608,748.13;

— X-6 —

APPENDIX X

GENERAL INFORMATION

• (p) cooperation agreement dated 18 September 2013 entered into among the Company and Tianjin Real Estate Development Management Group Co., Ltd. pursuant to which both parties have agreed to jointly appoint Tianjin Sunac Hongrun Real Estate Co., Ltd., a jointly controlled entity of the Company and Tianjin Real Estate Group, to participate in the public auction of Tiantuo Land from Tianjin Bureau of Land Resources. Besides, Tianjin Sunac Hongrun succeeded in the bidding of Tiantuo Land from Tianjin Bureau of Land Resources at a consideration of RMB10.32 billion;

• (q) equity transfer agreement dated 31 August 2013 entered into among Shanghai Sunac Greentown and Zhejiang Kangheng Real Estate Development Co., Ltd., pursuant to which Shanghai Sunac Greentown agreed to acquire and Zhejiang Kangheng agreed to dispose of its 49% equity interest and debt held in Haochuan Property at a total consideration of RMB507.4 million which comprises of (i) the consdieration for the equity transfer in an amount of RMB225.4 million; and (ii) an amount of RMB282 million for the repayment of the shareholder’s loan from Zhejiang Kangheng to target company prior to 31 August 2013;

• (r) equity transfer agreement dated 6 August 2013 entered into by Tianjin Sunac Ao Cheng Investment Co., Ltd. (“Sunac Ao Cheng”) (i) with Lizi Holding Group Hangzhou Industrial Co., Ltd. (“Lizi Holding”), (ii) with Mr. Guo Xiangchun (“Mr. Guo”); and (iii) a debt transfer agreement with Lizi Holding, Mr. Guo, Hangzhou Guorong Realty Co., Ltd. (“Hangzhou Guorong”), pursuant to which Sunac Ao Cheng agreed to acquire, and Lizi Holding and Mr. Guo agreed to dispose, of their respective equity interests in Hangzhou Guorong and the debt for a total consideration of RMB507,818,224.25, including (i) 51% equity interest and debt in Hangzhou Guorong held by Lizi Holding in an aggregate consideration payable by Sunac Ao Cheng to Lizi Holding for such acquisiton being RMB434,471,252.44; and (ii) 9% of equity interest and debt in Hangzhou Guorong held by Mr. Guo in an aggregate consideration payable by Sunac Ao Cheng to Mr. Guo for such acquisition being RMB73,346,971.81; and

• (s) equity transfer agreement dated 10 July 2013 entered into among Tianjin Sunac Dingsheng Land Co., Ltd. (“Sunac Dingsheng”), an indirect wholly-owned subsidiary of the Company, Tianjin Zhenglin Investment Group Co., Ltd. (“Zhenglin Investment”) and Mr. Zhou Zhonghai (“Mr. Zhou”), pursuant to which Sunac Dingsheng agreed to acquire, and Zhenglin Investment and Mr. Zhou agreed to dispose of 100% equity interests and debt held in Tianjin Rongzheng Investment Co., Ltd. at a cash consideration of RMB1,148,467,866.6.

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GENERAL INFORMATION

APPENDIX X

9. EXPERTS’ QUALIFICATION AND CONSENT

The following is the qualification of the experts whose name/advices and/or reports are contained in this circular:

Name

Qualification

PricewaterhouseCoopers Certified Public Accountants DTZ Debenham Tie Leung Limited Independent Professional Valuer Jincheng Tongda & Neal Legal adviser as to PRC law

(Collectively, the “Experts”)

As at the Latest Practicable Date, each of the above Experts (i) had no shareholding in any member of the Group and did not have any right, whether legally enforceable or not, to subscribe for or to nominate persons to subscribe for securities in any member of the Group; (ii) had no direct or indirect interest in any assets which had been, since 31 December 2014 (the date to which the latest published audited consolidated financial statements of the Group were made up), acquired, disposed of by, or leased to any member of the Group, or were proposed to be acquired, disposed of by, or leased to any member of the Group; and (iii) has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter and the reference to its name included herein in the form and context in which it appears.

10. LITIGATION

As at the Latest Practicable Date, none of the members of the Group was engaged in any litigation or arbitration of material importance and no litigation or claim of material importance was known to the Directors to be pending or threatened against any member of the Group.

11. GENERAL

• a) The registered office of the Company is Landmark Square, 3rd floor, 64 Earth Close, P. O. box 30592, Grand Cayman KY1-1203, Cayman Islands.

• b) The head office and principal place of business of the Company in Hong Kong is 36/F, Tower Two, Times Square, 1 MathesonStreet, Causeway Bay, Hong Kong.

• c) The Company has engaged Ms. Mok Ming Wai (“ Ms. Mok ”) as one of its joint company secretaries with Mr. Huang Shuping (“ Mr. Huang ”) since 9 October 2013. Ms. Mok is a director of KCS Hong Kong Limited. She has over 15 years of professional and in-house experience in the company secretarial field. She is a fellow member of the Hong Kong Institute of Chartered Secretaries and the Institute of Chartered Secretaries and Administrators in the United Kingdom.

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APPENDIX X

GENERAL INFORMATION

As disclosed in the Company’s announcement dated 9 October 2013, Mr. Huang is the vice president, chief financial officer and joint company secretary of the Group. He is primarily responsible for corporate finance, equity management and investor relations of the Group. He joined the Group in 2007 and acted successively as a supervisor and a general manager of the capital operations centre, a deputy general manager of the finance management department and an assistant to chief executive officer. Since 2011, he has been a vice president of the Group and has been the chief financial officer of the Group since November 2012. Before joining us, Mr. Huang was an assistant to the president of Sunco China with responsibilities in capital management from 2005 to 2007. From 2004 to 2005, he was a project manager of the assets management department of the Capital Securities Co., Ltd. Mr. Huang graduated from Xiamen University in the PRC with a bachelor’s degree in economics in 2003 and received a master’s degree from the University of Liverpool in the United Kingdom in finance in 2004.

• d) The Cayman Islands principal share registrar and transfer office is Royal Bank of Canada Trust Company, (Cayman) Limited, 4th Floor, Royal Bank House, 24 Shedden Road, George Town, Grand Cayman KY1-1110, Cayman Islands.

• e) The Hong Kong branch share registrar and transfer is Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.

• f) This circular is prepared in both English and Chinese. In the event of inconsistency, the English text shall prevail over its Chinese text.

12. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection during normal business hours from 9:00 a.m. to 6:00 p.m. on any weekday (except public holidays) at the head office of the Company in Hong Kong at 36/F, Tower Two, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong, up to and including for 14 days from the date of this circular:

• (a) the memorandum and articles of association of the Company;

• (b) the annual reports of the Company for the two years ended 31 December 2013 and 31 December 2014;

• (c) the interim reports of the Company for the six months ended 30 June 2013 and 30 June 2014;

• (d) the accountant’s report issued by PricewaterhouseCoopers on the financial information on the Offshore Target Company as set out in Appendix II to this circular;

• (e) the accountant’s report issued by PricewaterhouseCoopers on the financial information on the Onshore Target Company as set out in Appendix II to this circular;

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GENERAL INFORMATION

APPENDIX X

• (f) the report issued by PricewaterhouseCoopers on the unaudited pro forma financial information of the Enlarged Group as set out in Appendix III to this circular;

• (g) the valuation report issued by DTZ Debenham Tie Leung Limited as set out in Appendix VII to this circular;

• (h) the letters of consent referred to in the paragraph headed “Experts’ Qualification and Consent” in this Appendix;

• (i) the material contracts referred to in the paragraph headed “Material Contracts” in this Appendix; and

• (j) this circular.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

SUNAC CHINA HOLDINGS LIMITED 融創中國控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 01918)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting (the “ Meeting ”) of Sunac China Holdings Limited (the “ Company ”) will be held at Multifunctional Hall, 2nd Floor, Xishanhui Business Club, 1 Dehui Road, Haidian District, Beijing, China on 30 June 2015 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 sale and purchase agreement dated 30 December 2014 entered into among Lead Sunny Investments Limited (a direct wholly-owned subsidiary of the Company), Sunac Greentown Investment Holdings Limited (a subsidiary of the Company owned as to 50% by each of the Company and Greentown China Holdings Limited) and the Company (the “ Share Sale and Purchase Agreement ”, a copy of which is marked “A” and signed by the chairman of the Meeting for the purpose of identification) and all the transactions contemplated thereunder (the “ Offshore Transaction ”) be and are hereby approved, confirmed and/or ratified (as the case may be); and that any one director or (if affixing of seal is required) any two directors of the Company be authorised for and on behalf of the Company, among others, to sign, execute, perfect, deliver (including under seal where applicable) of all such documents and deeds, and to do or authorise doing all such acts, matters and things, as he may in his absolute discretion consider necessary, expedient or desirable to give effect to and implement and/or complete all matters in connection with the transactions contemplated under the Share Sale and Purchase Agreement and to waive compliance from or make and agree such variations of a non-material nature to any of the terms of the Share Sale and Purchase Agreement, as he may in his absolute discretion consider to be desirable and in the interests of the Company and all of such acts of director(s) as aforesaid be hereby approved, ratified and confirmed.”

2. “ THAT each of the equity sale and purchase framework agreement (the “ Equity Sale and Purchase Framework Agreement ”, a copy of which is marked “B” and signed by the chairman of the Meeting for the purpose of identification) and the debt undertaking framework agreement (the “ Debt Undertaking Framework Agreement ”, a copy of which is marked “C” and signed by the chairman of the Meeting for the purpose of identification, and together with the Equity Sale and Purchase Framework Agreement, the “ Framework Agreements ”), both of which dated 30 December 2014 entered into among Tianjin Sunac Ao Cheng Investment Co., Ltd. (a wholly-owned subsidiary of the Company) and Shanghai Sunac Greentown Investment Holdings Limited (a non-wholly owned subsidiary of the Company) and all the transactions contemplated thereunder (collectively, the “ Onshore Transaction ”) be and are hereby approved, confirmed and/or ratified (as the case may be);

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NOTICE OF EXTRAORDINARY GENERAL MEETING

and that any one director or (if affixing of seal is required) any two directors of the Company be authorised for and on behalf of the Company, among others, to sign, execute, perfect, deliver (including under seal where applicable) of all such documents and deeds, and to do or authorise doing all such acts, matters and things, as he may in his absolute discretion consider necessary, expedient or desirable to give effect to and implement and/or complete all matters in connection with the transactions contemplated under the Framework Agreements and to waive compliance from or make and agree such variations of a non-material nature to any of the terms of the Framework Agreements, as he may in his absolute discretion consider to be desirable and in the interests of the Company and all of such acts of director(s) as aforesaid be hereby approved, ratified and confirmed.”

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

Hong Kong, 11 June 2015

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: 36/F, Tower Two, Times Square 1 Matheson Street Causeway Bay 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, subject to the provisions of the articles of association of the Company, to vote on his/her behalf. A proxy need not be a shareholder of the Company. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each proxy is so appointed.

• (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.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

• (iii) In order to be valid, a form of proxy in the prescribed form must be deposited at the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712 — 1716, 17/F, 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 26 June 2015 (Friday) to 30 June 2015 (Tuesday), 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 25 June 2015 (Thursday).

• (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 Director is 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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