Sunac China Holdings Limited — Proxy Solicitation & Information Statement 2016

Apr 18, 2016

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)

FORM OF PROXY FOR USE AT ANNUAL GENERAL MEETING

I/We (Name)

( Block capitals )

of (Address)

being the registered holder(s) of

(Note 1) shares of HK$0.10 each in the capital of Sunac China

Holdings Limited (the “Company”) hereby appoint (Name)

of (Address)

or failing him/her (Name)

of (Address)

or failing him/her, the chairman of the meeting (Note 2) as my/our proxy to attend and vote for me/us and on my/our behalf at the annual general meeting of the Company to be held at Ming Room, 4/F, Sheraton Hong Kong Hotel & Towers, 20 Nathan Road, Kowloon, Hong Kong on Thursday, 19 May 2016 at 10:00 a.m., or at any adjournment thereof or on any resolution or motion which is proposed thereat. My/Our proxy is authorised and instructed to vote as indicated (Note 3) in respect of the undermentioned resolutions:

					Ordinary Resolutions			For(Note 3)	Against(Note 3)
	1.	To	receive and adopt the audited consolidated financial statements of the Company and the reports of
		the	directors and auditors of the Company for the year ended 31 December 2015.
	2.	To	approve the declaration and payment of a final dividend for			the year ended 31 December 2015.
	3.	(A)	To re-elect the following	persons as directors of the Company:
			(i)Mr. CHI Xun as executive director of the Company
			(ii)Mr. LI Qin as independent non-executive director of the Company
			(iii)Mr. MA Lishan as	independent non-executive director of the Company
			(iv)Mr. TSE Chi Wai	as independent non-executive director of the Company
		(B)	To authorise the board of	directors of the Company to fix the remuneration of the directors of the
			Company.
	4.	To re-appoint PricewaterhouseCoopers as auditors of the Company and authorise the board of directors
		of the Company to fix their remuneration.
	5.	(A)	To give a general mandate to the directors of the Company			to allot, issue and deal with additional
			shares of the Company (“Shares”), not exceeding 20% of the total number of issued Shares as at
			the date of passing such	resolution.
		(B)	To give a general mandate to		the directors of the Company to buy back Shares, not exceeding 10%
			of the total number of issued Shares, as at the date of passing such resolution.
		(C)	To extend the general mandate granted to the directors of the Company pursuant to ordinary
			resolution No. 5(A) to issue additional Shares, representing the number of shares bought back
			under ordinary resolution No. 5(B).

Dated this

day of

, 2016 Signature(s)

(Note 5)

Notes:

1. Please insert the number of Shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the Shares registered in your name(s).

2. A shareholder may appoint more than one proxy of his/her own choice. If such an appointment is made, strike out the words “the chairman of the meeting”, and insert the name(s) of the person(s) appointed as proxy in space provided. Any alteration made to this form of proxy must be initialled by the person who signs it.

3. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK THE BOX MARKED “For”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK THE BOX MARKED “Against”. Failure to tick a box will entitle your proxy to cast your vote at his/her discretion or to abstain from voting. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

4. This proxy form must be in writing under the hand of you or your attorney duly authorised or, in the case of a corporation, under its common seal or under the hand of an officer, attorney or other person authorised to sign the same.

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

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

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