Sunac China Holdings Limited — Proxy Solicitation & Information Statement 2016

Jul 29, 2016

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

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 16 August 2016 at 10 a.m. for the purpose of considering and, if thought fit, passing (with or without amendments) the following ordinary resolutions:

1. “ THAT :

   • (a) the framework agreement dated 19 May 2016 as amended by the two supplemental agreements both dated 22 July 2016 (the “ Framework Agreement ”, a copy of which is marked “A” and signed by the chairman of the Meeting for the purpose of identification) entered into between Top Spring International Holdings Limited (萊蒙國際集團有限公司) and the Company in relation to the acquisition of the Project Companies (as defined in the Company’s circular dated 29 July 2016 (“ Circular ”)) and all the transactions contemplated thereunder, including but not limited to the entering into by the Group of the Sale and Purchase Agreements, the Master Pledge Agreement, the Pledge Agreements and the Transactions (as respectively defined in the Circular) be and are hereby approved, confirmed and/or ratified (as the case may be); and

   • (b) any one director of the Company (“ Director ”) or (if affixing of seal is required) any two Directors be authorised for and on behalf of the Company, among others, to sign, execute, perfect, deliver (including under seal where applicable) all such other 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 matters contemplated under the Framework Agreement, including but not limited to the Sale and Purchase Agreements, the Master Pledge Agreement and the Pledge 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 Agreement and such documents and deeds contemplated thereunder as he may in his absolute discretion consider to be desirable and in the interests of the Company and all of such acts of the Director(s) as aforesaid be hereby approved, ratified and confirmed.”

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

Hong Kong, 29 July 2016

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

Principal place of business in Hong Kong: 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.

• (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 15 August 2016 to 16 August 2016, 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 12 August 2016.

• (v) As at the date of this notice, the executive Directors are Mr. Sun Hongbin, Mr. Wang Mengde, Mr. Jing Hong, Mr. Chi Xun, Mr. Shang Yu and Mr. Li Shaozhong; 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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