Sunac China Holdings Limited — Proxy Solicitation & Information Statement 2016

Apr 18, 2016

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Sunac China Holdings Limited, you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

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)

(1) PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND TO BUY BACK SHARES; (2) RE-ELECTION OF RETIRING DIRECTORS; (3) DECLARATION AND PAYMENT OF A FINAL DIVIDEND;

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Sunac China Holdings Limited 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. is set out on pages 13 to 17 of this circular. A form of proxy for use at the annual general meeting is also enclosed. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.sunac.com.cn). Whether or not you are able to attend the meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting at the meeting if they so wish.

18 April 2016

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix I — Details of Directors proposed for re-election. . . . . . . . . . . . . . . . . . . . .	7
Appendix II — Explanatory Statement of the Share Buy-back Mandate . . . . . . . . . . .	10
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13

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DEFINITIONS

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

• “Annual General Meeting”

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 any adjournment thereof and notice of which is set out on pages 13 to 17 of this circular

• “Articles of Association”

• the articles of association of the Company, as amended from time to time

• “Board” the board of Directors

• “China” or “PRC”

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

• “Companies Law”

• the Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands, as amended, supplemented or otherwise modified from time to time

• “Company”

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

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

• “Extension Mandate”

• a general mandate proposed to be granted to the Directors to the effect that the total number of Shares which may be allotted and issued under the Issue Mandate may be increased by an additional number representing such number of Shares actually bought back under the Share Buy-back Mandate

• “Issue Mandate”

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

• “Group” the Company and its subsidiaries

• “HK$”

• Hong Kong dollars, the lawful currency of Hong Kong

• “Hong Kong”

• the Hong Kong Special Administrative Region of the PRC

— 1 —

DEFINITIONS

• “Latest Practicable Date” 13 April 2016, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

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

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

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

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

• “Share Buy-back Mandate” a general mandate proposed to be granted to the Directors at the Annual General Meeting to buy back Shares not exceeding 10% of the total number of the issued Shares as at the date of passing of the relevant resolution granting such mandate

• “Share Option Schemes” the share option schemes of the Company, including the pre-IPO share option scheme adopted by the Company on 9 September 2010, the post-IPO share option scheme adopted by the Company on 29 April 2011 which was amended on 17 March 2014 and the new share option scheme adopted by the Company on 19 May 2014

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

• “Takeovers Code” the Code on Takeovers and Mergers issued by the Securities and Futures Commission of Hong Kong, as amended from time to time

• “%” per cent

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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) Mr. WANG Mengde (Chief Executive Officer) Mr. LI Shaozhong Mr. CHI Xun Mr. SHANG Yu Mr. JING Hong

Non-executive Director: Mr. ZHU Jia

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

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

Head Office: 10/F, 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

18 April 2016

To the Shareholders

Dear Sir or Madam,

(1) PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND TO BUY BACK SHARES; (2) RE-ELECTION OF RETIRING DIRECTORS; (3) DECLARATION AND PAYMENT OF A FINAL DIVIDEND AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to give you the notice of Annual General Meeting and the following proposals to be put forward at the Annual General Meeting: (i) the grant to the Directors of the Issue Mandate to issue Shares, the Share Buy-back Mandate to buy back Shares and the Extension Mandate; (ii) the re-election of the retiring Directors; (iii) the declaration and payment of a final dividend and (iv) the notice of Annual General Meeting.

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LETTER FROM THE BOARD

ISSUE MANDATE

At the Annual General Meeting, an ordinary resolution will be proposed to grant the Issue Mandate to the Directors to exercise the powers of the Company to allot, issue and deal with new Shares up to 20% of the total number of the issued Shares as at the date of passing of the resolution in relation to the Issue Mandate. As at the Latest Practicable Date, the number of issued Shares is 3,399,859,016 Shares. Subject to the passing of the above ordinary resolution and on the basis that no further Shares will be issued or bought back after the Latest Practicable Date and up to the date of the Annual General Meeting, the Company will be allowed to issue a maximum of 679,971,803 Shares.

In addition, subject to a separate approval of the ordinary resolution on the Extension Mandate, the number of Shares bought back by the Company under the Share Buy-back Mandate (if approved by an ordinary resolution at the Annual General Meeting) will also be added to extend the 20% limit of the Issue Mandate provided that such additional amount shall not exceed 10% of the total number of the issued Shares as at the date of passing of the Issue Mandate and the Share Buy-back Mandate.

SHARE BUY-BACK MANDATE

In addition, at the Annual General Meeting, an ordinary resolution will be proposed to approve the granting of the Share Buy-back Mandate to the Directors to exercise the powers of the Company to buy back Shares representing up to 10% of the total number of the issued Shares as at the date of passing of the resolution in relation to the Share Buy-back Mandate.

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

EXPLANATORY STATEMENT

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

RE-ELECTION OF RETIRING DIRECTORS

In accordance with articles 84(1) and 84(2) of the Articles of Association, Mr. CHI Xun, Mr. LI Qin, Mr. MA Lishan and Mr. TSE Chi Wai shall retire by rotation, and being eligible, have offered themselves for re-election as Directors at the Annual General Meeting.

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LETTER FROM THE BOARD

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

NOTICE OF ANNUAL GENERAL MEETING

Set out on pages 13 to 17 of this circular is the notice of the Annual General Meeting at which, inter alia , ordinary resolutions will be proposed to the Shareholders to consider and approve the grant to the Directors of the Issue Mandate to issue Shares, the Share Buy-back Mandate to buy back Shares and the Extension Mandate, the re-election of the retiring Directors, and the declaration and payment of a final dividend.

DECLARATION AND PAYMENT OF FINAL DIVIDEND

The Board has resolved to recommend the declaration and payment of a final dividend of RMB0.194 per Share for the year ended 31 December 2015 subject to approval by Shareholders at the Annual General Meeting. The final dividend, if approved by the Shareholders at the Annual General Meeting, will be paid on 3 August 2016 to Shareholders whose names appear on the register of members of the Company on 27 May 2016.

CLOSURE OF REGISTER OF MEMBERS

For determining the entitlement to attend and vote at the Annual General Meeting to be held on Thursday, 19 May 2016, the register of members of the Company will be closed from Monday, 16 May 2016 to Thursday, 19 May 2016, both days inclusive, during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at the above meeting, all transfer forms 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 Friday, 13 May 2016.

For determining the entitlement to the proposed final dividend for the year ended 31 December 2015 (subject to approval by Shareholders at the Annual General Meeting), the register of members of the Company will be closed from from Wednesday, 25 May 2016 to Friday, 27 May 2016, both days inclusive, during which period no transfer of Shares will be registered. In order to be eligible for the above proposed final dividend, all transfer forms 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 Tuesday, 24 May 2016.

FORM OF PROXY

A form of proxy is enclosed for use at the Annual General Meeting. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.sunac.com.cn). Whether or not you intend to be present at the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return

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LETTER FROM THE BOARD

it to the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for the holding of the Annual General Meeting. Completion and delivery of the form of proxy will not preclude Shareholders from attending and voting at the Annual General Meeting if they so wish.

VOTING BY POLL

Pursuant to article 66 of the Articles of Association and Rule 13.39(4) of the Listing Rules, at any general meeting a resolution put to the vote of the meeting shall be decided by way of a poll.

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

RESPONSIBILITY STATEMENT

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

RECOMMENDATION

The Directors consider that the proposed resolutions for the granting to the Directors of the Issue Mandate to issue Shares, the Share Buy-back Mandate to buy back Shares and the Extension Mandate, the re-election of the retiring Directors and the declaration and payment of a final dividend are in the interests of the Group and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of all the resolutions to be proposed at the Annual General Meeting.

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

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APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

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

Mr. CHI Xun (“Mr. Chi”) , aged 42, is an executive Director and the general manager of Sunac Tianjin Company, with over 16 years of experience in real estate development and sales management. He joined the Group in 2004 and held the position of deputy general manager of Tianjin Sunac Zhidi Co., Ltd. (“Sunac Zhidi”) from 2004 to 2005. Since 2005, he has been the general manager of Sunac Zhidi. Prior to joining the Group, Mr. Chi worked at various property companies where he was primarily responsible for project development, design and sales. Mr. Chi graduated from Harbin Institute of Technology in the PRC in 1997 with a bachelor’s degree in architecture.

Mr. Chi has entered into a service contract with the Company for a term of three years. Mr. Chi is an executive Director and is entitled to receive a salary of RMB1,914,200 per annum and bonus payment, allowance and benefits-in-kind, at the discretion of the Board, and social and welfare benefits provided under the relevant PRC laws and regulations.

As at the Latest Practicable Date, Mr. Chi was deemed to be interested in 7,200,000 underlying Shares in respect of the share options granted under the Share Option Schemes.

Mr. LI Qin (“Mr. Li”) , aged 75, is an independent non-executive Director. He is also the chairman of the board of supervisors of Legend Holdings Corporation (“Legend Holdings”), whose shares are listed in the Main Board of the Stock Exchange (stock code: 3396). Mr. Li has extensive experience in business management, formulation of comprehensive business plans and strategies and their implementation. Mr. Li graduated from Beijing Institute of Mechanical Engineering (北京機械學院) (presently known as the Xi’an University of Technology (西安理工大學)) in the PRC with a bachelor’s degree in Automatic Control Engineering in 1965. From 1965 to 1984, Mr. Li worked at Institute of Computing Technology, Chinese Academy of Sciences. In 1985, he joined New Technology Development Corporation (the predecessor of Legend Holdings) owned by Institute of Computing Technology, Chinese Academy of Sciences, as one of its earliest founders where he served as executive vice president of Legend Holdings until he retired in 2009. From 2001 to December 2007, he was also Chairman of Digital China Holdings Limited (with shares listed on the Main Board of the Stock Exchange; stock code: 861). Mr. Li joined the Company in August 2009.

Mr. Li has entered into a letter of appointment with the Company for a term of two years. Mr. Li is entitled to receive an emolument of HK$300,000 per annum. The relevant letter of appointment is in compliance with the requirements of the Articles of Association and the Listing Rules, in which it contains the terms on early retirement and retirement by rotation for Directors. The emolument for Mr. Li is determined by reference to the remuneration indicators in the industry and the prevailing market conditions.

As at the Latest Practicable Date, Mr. Li did not have any interest in Shares as defined in Part XV of the SFO.

Mr. MA Lishan (“Mr. Ma”) , aged 64, is an independent non-executive Director. Mr. Ma graduated from Beijing Foreign Studies University in the PRC in 1975. Mr. Ma has served various senior management positions such as chairman, executive director and general manager in certain

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APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

large-scale grain, oil and food processing joint ventures under COFCO (Group) Limited (中國糧油食 品（集團）有限公司), as well as Great Wall Wine Industrial Company (長城葡萄酒實業公司). Mr. Ma has extensive experience in corporate operation and management. From January 1996, Mr. Ma served as executive director of China Foods Limited (中國食品有限公司) (stock code: 506). From May 1997 to June 2003, Mr. Ma served as executive director and general manager of the company. He was the managing director of China Foods Limited between April 2002 and June 2003. In 2000, Mr. Ma served as the deputy general manager of China Foods Import and Export (Group) Co., Ltd. (中國糧油食品進 出口（集團）有限公司). Mr. Ma was the deputy chairman of Top Glory International Holdings Limited (鵬利國際集團有限公司) (controlling shareholder of COFCO PROPERTY (GROUP) CO., LTD. from June 2003 to July 2005. Mr. Ma was executive director of Sino Resources Limited from 7 June 2008 to 16 January 2009, whose shares are listed on the Main Board of Stock Exchange (stock code: 00223). From May 2008 to present, he is an independent non-executive director of Silver Base Group Holdings Limited, whose shares are listed on the Main Board of the Stock Exchange (stock code: 886). From September 2010 to August 2012, he was also the executive director, managing director and chairman of Hao Tian Resources Group Limited (now renamed Hao Tian Development Group Limited), whose shares are listed on the Main Board of the Stock Exchange (stock code: 474). He is the senior consultant in Hao Tian Development Group Limited from August 2012 to present. From 31 March 2016 to present, he is an independent non-executive director of SRE Group Limited, whose shares are listed on the Main Board of the Stock Exchange (Stock code: 1207). Mr. Ma joined the Company in August 2009.

Mr. Ma has entered into a letter of appointment with the Company for a term of two years. Mr. Ma is entitled to receive an emolument of HK$300,000 per annum. The relevant letter of appointment is in compliance with the requirements of the Articles of Association and the Listing Rules, in which it contains the terms on early retirement and retirement by rotation for Directors. The emolument for Mr. Ma is determined by reference to the remuneration indicators in the industry and the prevailing market conditions.

As at the Latest Practicable Date, Mr. Ma did not have any interest in Shares as defined in Part XV of the SFO.

Mr. TSE Chi Wai (“Mr. Tse”) , aged 48, is an independent non-executive Director. Mr. Tse graduated from the University of Hong Kong in 1989 with a bachelor’s degree in social science studies. Mr. Tse is a fellow member of the Association of Chartered Certified Accountants and a member of the Hong Kong Institute of Certified Public Accountants. Mr. Tse previously worked for various international accounting firms and listed companies and is experienced in auditing, accounting and finance. Mr. Tse has been an executive director of Jih Sun Financial Holding Co., Ltd, the shares of which are listed on the Taiwan Stock Exchange, since 2010. Mr. Tse has also been the chief financial officer, the company secretary and an executive director of China Information Technology Development Limited, whose shares are listed on the Growth Enterprise Market of the Stock Exchange (stock code: 8178) since 2011. Mr. Tse is an independent non executive director of China Environmental Technology Holdings Limited, whose shares are listed on the Main Board of the Stock Exchange (stock code: 646), and an independent non-executive director of Great Waters Holdings Limited, the shares of which are listed on the Growth Enterprise Market of the Stock Exchange (stock code 8196). Mr. Tse also served as an independent non-executive director of Greens Holdings Ltd, whose shares are listed on the Main Board of the Stock Exchange (stock code: 1318) from March 2015 to November 2015. Mr. Tse joined the Company in December 2012.

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APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Tse has entered into a letter of appointment with the Company for a term of two years. Mr. Tse is entitled to receive an emolument of HK$300,000 per annum. The relevant letter of appointment is in compliance with the requirements of the Articles of Association and the Listing Rules, in which it contains the terms on early retirement and retirement by rotation for Directors. The emolument for Mr. Tse is determined by reference to the remuneration indicators in the industry and the prevailing market conditions.

As at the Latest Practicable Date, Mr. Tse did not have any interest in Shares as defined in Part XV of the SFO.

Save as disclosed herein, none of the above Directors holds any position with the Company or any other member of the Group, nor has any directorships in other listed companies during the past three years. In addition, save as disclosed herein, none of the above Directors is related with any Directors, senior management, substantial Shareholders or controlling Shareholders (as defined in the Listing Rules) of the Company.

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

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APPENDIX II EXPLANATORY STATEMENT OF THE SHARE BUY-BACK MANDATE

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

SHARES IN ISSUE

As at the Latest Practicable Date, the number of issued Shares is 3,399,859,016 Shares. Subject to the passing of the resolution granting the Share Buy-back Mandate and on the basis that no further Shares will be issued or bought back before the Annual General Meeting, the Company will be allowed to buy back a maximum of 339,985,901 Shares which represent 10% of the total number of issued Shares as at the date of passing of the resolution in relation to the Share Buy-back Mandate during the period ending on the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held under the Companies Law or the Articles of Association; or (iii) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting prior to the next annual general meeting of the Company.

REASONS AND FUNDING OF BUY BACK

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

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

The Directors have no present intention to buy back any Shares and they would only exercise the power to buy back in circumstances where they consider that the buy-back would be in the best interests of the Company. The Directors consider that if the Share Buy-back Mandate was to be exercised in full during the proposed buy-back period, it may have a material adverse impact on the working capital or the gearing position of the Company, as compared with the position disclosed in the audited consolidated accounts of the Company as at 31 December 2015, being the date to which the latest published audited consolidated accounts of the Company were made up. The Directors do not propose to exercise the Share Buy-back Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing position which in the opinion of the Directors are from time to time appropriate for the Company.

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APPENDIX II EXPLANATORY STATEMENT OF THE SHARE BUY-BACK MANDATE

GENERAL MATTERS

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

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

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

TAKEOVERS CODE

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

As at the Latest Practicable Date, to the best knowledge, information and belief of the Directors, Mr. SUN Hongbin (“Mr. Sun”) together with his wholly-owned company, Sunac International Investment Holdings Ltd, was interested in 1,600,939,451 Shares, representing an approximate total of 47.09% of the existing number of issued Shares. In the event that the Directors exercise in full the power to buy back Shares under the Share Buy-back Mandate, Mr. Sun’s interests in the Company would be increased to approximately 52.32% of the number of issued Shares and such increase would give rise to an obligation to make a mandatory offer under the Takeovers Code. The Directors have no present intention to buy back the Shares to the extent it will trigger the obligations under the Takeovers Code for Mr. SUN to make a mandatory offer. Saved as aforesaid, the Directors are not aware of any consequences which would arise under the Takeovers Code as a result of any buy-back of Shares pursuant to the Share Buy-back Mandate.

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

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APPENDIX II EXPLANATORY STATEMENT OF THE SHARE BUY-BACK MANDATE

SHARE BUY-BACK MADE BY THE COMPANY

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

SHARE PRICES

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

Month	Highest prices	Lowest prices
	HK$	HK$
2015
April	10.26	6.66
May	10.78	8.73
June	9.78	8.09
July	8.55	5.80
August	7.16	3.98
September	4.70	3.83
October	5.20	4.16
November	5.40	4.70
December	6.04	5.08
2016
January	5.99	4.37
February	5.13	4.34
March	5.98	4.96
April (up to the Latest Practicable Date)	5.45	4.93

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NOTICE OF ANNUAL 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 ANNUAL GENERAL MEETING

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

1. To receive and adopt the audited consolidated financial statements of the Company and the reports of the directors of the Company (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 retiring Directors:

   • (i) Mr. CHI Xun as executive Director

   • (ii) Mr. LI Qin as independent non-executive Director

   • (iii) Mr. MA Lishan as independent non-executive Director

   • (iv) Mr. TSE Chi Wai as independent non-executive Director

4. (B) To authorise the board of directors of the Company to fix the remuneration of the Directors.

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

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

7. (A) “ That :

   • (i) subject to paragraph (iii) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or otherwise deal with additional shares in the capital of

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the Company or securities convertible into shares, or options, warrants or similar rights to subscribe for shares or such convertible securities of the Company and to make or grant offers, agreements and/or options (including bonds, warrants and debentures convertible into shares of the Company) which may require the exercise of such powers be and is hereby generally and unconditionally approved;

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

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

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

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

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

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

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

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

(B) “ That :

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

• (ii) the total number of the shares of the Company, which may be bought back pursuant to the approval in paragraph (i) above shall not exceed 10% of the total number of issued shares of the Company at the date of passing of this resolution, and the said approval shall be limited accordingly;

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

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

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

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

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

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

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

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

Hong Kong, 18 April 2016 Registered office: Head office: Landmark Square 10/F, Building C7 3rd Floor, 64 Earth Close Magnetic Plaza P.O. Box 30592 Binshuixi Road Grand Cayman KY1-1203 Nankai District Cayman Islands Tianjin 300381 PRC

Principal place of business in Hong Kong: 36/F, Tower Two Times Square 1 Matheson Street Causeway Bay Hong Kong

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Notes:

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

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

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

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

• (v) The transfer books and register of shareholders will be closed from Monday, 16 May 2016 to Thursday, 19 May 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 Friday, 13 May 2016.

• (vi) The transfer books and register of shareholders will be closed from Wednesday, 25 May 2016 to Friday, 27 May 2016, both days inclusive, in order to determine the entitlement of shareholders to receive the proposed final dividend, during which period no share transfers can be registered. All transfers accompanied by the relevant share certificates must be lodged with the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Tuesday, 24 May 2016.

• (vii) In respect of ordinary resolution numbered 3(A) above, Mr. CHI Xun, Mr. LI Qin, Mr. MA Lishan and Mr. TSE Chi Wai shall retire at the above meeting and being eligible, have offered themselves for re-election. Details of the above retiring Directors are set out in Appendix I to the accompanied circular dated 18 April 2016.

• (viii) In respect of the ordinary resolution numbered 5(A) above, the Directors wish to state that they have no immediate plans to issue any new shares of the Company. Approval is being sought from the shareholders of the Company as a general mandate for the purposes of the Listing Rules.

• (ix) In respect of ordinary resolution numbered 5(B) above, the Directors wish to state that they will exercise the powers conferred by the general mandate to buy back shares of the Company in circumstances which they deem appropriate for the benefits of the shareholders of the Company. The Explanatory Statement containing the information necessary to enable the shareholders of the Company to make an informed decision on whether to vote for or against the resolution to approve the buy-back by the Company of its own shares, as required by the Listing Rules, is set out in Appendix II to the accompanied circular dated 18 April 2016.

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