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, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Sunac Services Holdings Limited, you should at once hand this circular together with the accompanying form of proxy to the purchaser or the 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.

融创服务

SUNAC SERVICES HOLDINGS LIMITED

融創服務控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 01516)

CONTINUING CONNECTED TRANSACTIONS

RENEWAL OF THE PROPERTY MANAGEMENT SERVICES
FRAMEWORK AGREEMENT
AND
NOTICE OF EXTRAORDINARY GENERAL MEETING

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

A notice convening the EGM to be held on Tuesday, 21 January 2025 at 10:00 a.m. at 23F, Block O1A, Sunac Center, No. 278 Hongqi Road, Nankai District, Tianjin, the PRC is set out on pages EGM-1 to EGM-2 of this circular. Such form of proxy will also be published on the respective websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.sunacservice.com).

Whether or not you are able to attend the EGM in person, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the EGM (or any adjournment thereof). Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM (or any adjournment thereof) should you so wish and in such event, the form of proxy shall be deemed to be revoked.

31 December 2024

CONTENTS

Page

DEFINITIONS ... 1
LETTER FROM THE BOARD ... 4
LETTER FROM THE INDEPENDENT BOARD COMMITTEE ... 13
LETTER FROM CHINA SUNRISE CAPITAL ... 15
APPENDIX - GENERAL INFORMATION ... 33
NOTICE OF EXTRAORDINARY GENERAL MEETING ... EGM-1

DEFINITIONS

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

"Announcement"
the announcement of the Company dated 13 December 2024 in relation to, among other things, the Property Management Services Framework Agreement

"associate(s)"
has the meaning ascribed to it under the Listing Rules

"Board"
the board of Directors

"Company"
Sunac Services Holdings Limited, an exempted company incorporated under the laws of the Cayman Islands with limited liability and the Shares are listed on the Main Board of the Stock Exchange (Stock Code: 01516)

"connected person(s)"
has the meaning ascribed to it under the Listing Rules

"controlling shareholder"
has the meaning ascribed to it under the Listing Rules

"Director(s)"
the director(s) of the Company

"EGM"
the extraordinary general meeting of the Company to be convened on Tuesday, 21 January 2025 at 10:00 a.m. at 23F, Block O1A, Sunac Center, No. 278 Hongqi Road, Nankai District, Tianjin, the PRC to consider and if thought fit, approve, among other things, the Property Management Services Framework Agreement and the proposed annual caps contemplated thereunder, and any adjournment or postponement thereof

"Existing Framework Agreement"
the property management and related services framework agreement dated 29 April 2022 and the supplemental agreement to the property management and related services framework agreement dated 14 July 2022

"Group"
the Company and its subsidiaries

"HK$"
Hong Kong dollar, the lawful currency of Hong Kong

"Hong Kong"
the Hong Kong Special Administrative Region of the PRC

DEFINITIONS

"Independent Board Committee" an independent committee of the Board (which comprises Ms. Wang Lihong, Mr. Yao Ning and Mr. Zhao Zhonghua, all being the independent non-executive Directors) established to advise the Independent Shareholders with regards to the terms of the Property Management Services Framework Agreement and the proposed annual caps contemplated thereunder

"Independent Financial Adviser" or "China Sunrise Capital" China Sunrise Capital Limited, a corporation licensed under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) to conduct type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities and the independent financial adviser to the Independent Board Committee and the Independent Shareholders with regards to the terms of the Property Management Services Framework Agreement and the proposed annual caps contemplated thereunder

"Independent Shareholders" the Shareholders, other than Sunac China, Sunac International and their respective associates

"Independent Third Parties" independent third parties who are independent of the Company and connected persons of the Company

"Individual Agreements" the individual agreements that may be entered into between members of the Group and members of the Sunac Group in accordance with the principles and terms of the Property Management Services Framework Agreement

"Latest Practicable Date" 27 December 2024, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein

"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange

"PRC" the People's Republic of China

DEFINITIONS

"Property Management Services"
the property management and other value-added services for the properties (including real estate and parking lots, etc.) owned or used by the Sunac Group to be provided under the Property Management Services Framework Agreement by members of the Group to members of the Sunac Group

"Property Management Services Framework Agreement"
the framework agreement dated 13 December 2024 entered into between the Company and Sunac China in relation to the provision of certain Property Management Services by members of the Group to members of the Sunac Group, a summary of the terms of which is set out in this circular

"RMB"
Renminbi, the lawful currency of the PRC

"SFO"
Securities and Futures Ordinance (Chapter 571, Laws of Hong Kong)

"Shareholders"
shareholder(s) of the Company

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

"Sunac China"
Sunac China Holdings Limited (融創中國控股有限公司), an exempted company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 01918). Sunac China is a controlling shareholder of the Company

"Sunac Group"
Sunac China, its subsidiaries and its associates, which, for the purpose of the Property Management Services Framework Agreement and the transactions contemplated thereunder, does not include the Group

"Sunac International"
Sunac International Investment Holdings Ltd, a company incorporated in the British Virgin Islands with limited liability, which is a substantial shareholder of Sunac China holding approximately 26.59% of the total issued shares in Sunac China as at the Latest Practicable Date

"%
per cent

LETTER FROM THE BOARD

SUNAC

融创服务

SUNAC SERVICES HOLDINGS LIMITED

融創服務控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 01516)

Chairman and Non-executive Director:
Mr. WANG Mengde

Executive Directors:
Ms. CAO Hongling
Ms. YANG Man

Non-executive Directors:
Mr. LU Peng
Mr. GAO Xi

Registered office:
Intertrust Corporate Services (Cayman) Limited
One Nexus Way, Camana Bay
Grand Cayman, KY1-9005
Cayman Islands

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

Independent Non-executive Directors:
Ms. WANG Lihong
Mr. YAO Ning
Mr. ZHAO Zhonghua

31 December 2024

To the Shareholders

Dear Sirs or Madams,

CONTINUING CONNECTED TRANSACTIONS

RENEWAL OF THE PROPERTY MANAGEMENT SERVICES

FRAMEWORK AGREEMENT

INTRODUCTION

References are made to (i) the announcement of the Company dated 29 April 2022 and the circular of the Company dated 19 July 2022 in relation to, among other things, the Existing Framework Agreement, and (ii) the announcement of the Company dated 13 December 2024 in relation to, among other things, the renewal of the Property Management Services Framework Agreement.

Given that the Existing Framework Agreement will expire on 31 December 2024, on 13 December 2024, the Company and Sunac China entered into the Property Management Services Framework Agreement, pursuant to which members of the Group will continue to provide Property Management Services and other regular services to members of the Sunac Group for a term of three years from 1 January 2025 to 31 December 2027 (both days inclusive) subject to the approval of the Independent Shareholders at the EGM.

LETTER FROM THE BOARD

The purpose of this circular is to provide you with, among other things, further details of the continuing connected transactions under the Property Management Services Framework Agreement, the letter of advice from the Independent Board Committee to the Independent Shareholders, the letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders and the notice convening the EGM.

PROPERTY MANAGEMENT SERVICES FRAMEWORK AGREEMENT

Certain principal terms of the Property Management Services Framework Agreement are set out as follows:

Parties

(1) the Company (for itself and on behalf of the Group); and
(2) Sunac China (for itself and on behalf of the Sunac Group)

Duration

Subject to compliance with the Listing Rules (including obtaining the requisite Independent Shareholders' approval at the EGM), the term of the Property Management Services Framework Agreement will be from 1 January 2025 to 31 December 2027 (both days inclusive).

Scope of Services

The Group provides property management and other value-added services to Sunac Group for the properties (including real estate and parking lots, etc.) owned or used by the Sunac Group.

Pricing Policies

The fees for the Property Management Services will be determined with reference to, where applicable, the prevailing market price (taking into account the location of the property projects, the scope of the services and the anticipated operation costs, including but not limited to labour costs and administration costs), the historical transaction amounts and the fees charged for providing similar services to at least one to three Independent Third Parties (to the extent practicable), and after arm's length negotiations between the parties.

Payment Term

The fees for the Property Management Services are generally payable on a monthly, quarterly, semi-annual or annual basis, unless otherwise agreed by the parties in Individual Agreements with reference to the payment terms entered into by the Group for provision of similar services to Independent Third Parties and after arm's length negotiations.

LETTER FROM THE BOARD

Proposed Annual Caps

The proposed annual caps for each of the three financial years ending 31 December 2027 are as follows:

	For the financial year ending 31 December 2025 (RMB million)	For the financial year ending 31 December 2026 (RMB million)	For the financial year ending 31 December 2027 (RMB million)
Property Management Services	600	600	600

The above annual caps were determined taking into account (i) the historical transaction amounts in respect of the relevant services; (ii) the future business development of the Sunac Group, including amounts of property sales, property sales area, property delivery area, etc.; and (iii) the future business development plan of the Group.

Historical Annual Caps and Historical Transaction Amounts

For each of the three financial years ending 31 December 2024, the historical annual caps of the property management services provided by the Group to the Sunac Group are RMB900 million, RMB1,000 million and RMB1,100 million, respectively.

For the two financial years ended 31 December 2023 and the six months ended 30 June 2024, the transaction amounts between the Group and the Sunac Group in relation to the property management services were approximately RMB457 million, RMB362 million and RMB221 million, respectively.

Terms of the Individual Agreements

Pursuant to the Property Management Services Framework Agreement, members of the Group and members of the Sunac Group shall, from time to time during the term of the Property Management Services Framework Agreement, enter into separate Individual Agreements in respect of the Property Management Services, provided that such Individual Agreements shall be subject to the terms of the Property Management Services Framework Agreement.

REASONS FOR AND BENEFITS OF ENTERING INTO THE PROPERTY MANAGEMENT SERVICES FRAMEWORK AGREEMENT

As the Group is a property management service provider, the property management services are the ordinary businesses of the Group and the Group has also been providing the services to Sunac Group since its establishment. The Company's renewal of the Property Management Services Framework Agreement with Sunac China will provide the Group with the opportunity to continue to obtain service contracts for Sunac Group's property projects, increase the area under management, and receive revenue from third-party property owners as Sunac Group delivers properties to third-party property owners, thereby facilitating the Group's business development.

LETTER FROM THE BOARD

The Directors (including the independent non-executive Directors who have taken into account the advice of the Independent Financial Adviser but excluding Mr. Wang Mengde who has abstained from voting on the Board resolutions as he is an executive director of Sunac China) are of the view that the terms of the Property Management Services Framework Agreement and the transactions contemplated thereunder (including the proposed annual caps) have been entered into in the ordinary course of business of the Group and are on normal commercial terms, and the terms are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

INTERNAL CONTROL MEASURES

The pricing policy for all the continuing connected transactions of the Group will be supervised and monitored by the management and relevant personnel of the Group to ensure the relevant continuing connected transactions are conducted on normal commercial terms and will not be prejudicial to the interests of the Company and the Shareholders as a whole. The details of the Group’s relevant internal control measures are set out as follows:

(1) Entering into and execution of any Individual Agreements shall be subject to appropriate review, evaluation and approval by the relevant personnel of the Group’s business department, legal department, finance department and management to ensure that they are consistent with the principles and provisions set out in the Property Management Services Framework Agreement, and are determined on normal commercial terms or on terms no less favourable to the Group than the terms available to the Group from Independent Third Parties. In particular, the quotations of the Individual Agreements will be compared with those provided by the Group to Independent Third Parties (if any) and market quotations for comparable services, so as to ensure that the service fees to be received by the Group under the Individual Agreements are fair and reasonable.

(2) Regular checks will be conducted by the Group on a quarterly basis to review and assess whether the price charged for an individual transaction is fair and reasonable and in accordance with the relevant pricing policy as described above. The management and relevant personnel of the Group will monitor the changes in the pricing factors and make adjustments as may be necessary.

(3) Transactions are generally monitored on a quarterly basis by the relevant personnel of the finance department and capital department, and if the transaction amounts are approaching the annual caps under the Property Management Services Framework Agreement, the relevant personnel will appropriately increase the frequency of monitoring to ensure that the transaction amounts do not exceed the annual caps under the Property Management Services Framework Agreement.

(4) The independent non-executive Directors will continue to review the transactions contemplated under the Property Management Services Framework Agreement, and the auditors of the Company will also conduct an annual review on the pricing terms and annual caps under the Property Management Services Framework Agreement.

LETTER FROM THE BOARD

In view of the foregoing, the Directors consider that the internal control mechanism is effective to ensure that the transactions contemplated under the Property Management Services Framework Agreement will be conducted on normal commercial terms and not prejudicial to the interests of the Company and the Shareholders as a whole.

APPROVAL BY THE BOARD

Mr. Wang Mengde has abstained from voting on the Board resolutions in relation to approving the Property Management Services Framework Agreement as he is an executive Director of Sunac China. Save for Mr. Wang Mengde, to the best of the Directors' knowledge, having made all reasonable enquiries, none of the Directors has any material interest in the transactions contemplated under the Property Management Services Framework Agreement.

GENERAL INFORMATION OF THE PARTIES

The Company

The Company is a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange. The Group is principally engaged in the provision of property management and operational services, community living services and value-added services to non-property owners in the PRC.

Sunac China

Sunac China is a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 01918). With the brand philosophy of "passion for perfection", the Sunac Group is committed to providing wonderful living environment and services for Chinese families through high-quality products and services and the integration of high-quality resources. With a focus on its core business of real estate, the Sunac Group implements its layout in real estate development, property management, ice & snow operation management, cultural tourism, culture and other business segments.

The Group has been providing property management and other services to Sunac Group since its establishment. Prior to 2021, Sunac Group has generally been able to honour its payment obligations in accordance with the terms of their respective individual agreements. Since 2021, as affected by the continued downturn in the real estate industry and tight liquidity, the receipt of accounts receivable from Sunac Group began to slow down, and there has been an increase in overdue defaults.

LETTER FROM THE BOARD

As at 30 June 2024, the total amount of trade receivables owed by the Sunac Group to the Group (including service fees in relation to the property management services, sales assistance services and consultancy and other value-added services provided by the Group to the Sunac Group) was approximately RMB3,318 million, most of which were incurred in the financial year ended 31 December 2021 and the six months ended 30 June 2022. Set out below is an ageing analysis of the trade receivables as shown on the Company’s consolidated balance sheet as at 30 June 2024:

	Trade receivables shown on the balance sheet as of 30 June 2024 (RMB'000)
Within 1 year	202,296
1-2 years	53,514
2-3 years	2,201,186
3-4 years	834,065
4-5 years	25,858
More than 5 years	692
Total	3,317,611

With respect to the above-mentioned accounts receivable, while the Group has been receiving payments from the Sunac Group, it has been actively negotiating with Sunac Group on other recovery plans, including (i) Sunac Group transferring certain properties to the Group to settle and offset certain amounts payable to the Group; (ii) as the Group provides sales assistance services to Sunac Group, the Group will participate in the sales of certain properties and may consider settlement terms that are favorable to the Group to facilitate the recovery of accounts receivable; (iii) the Group continues to obtain credit enhancement measures such as security interests in equity interests in other companies invested by Sunac Group and parking spaces income rights to secure the Sunac Group’s repayment; and (iv) the Group has also initiated legal proceedings against individual members of Sunac Group to recover part of the outstanding amounts.

Since 2022, the Group has proactively adjusted its business cooperation with Sunac Group and controlled the scale of business. During the six months ending 30 June 2024, the Group’s revenue from Sunac Group only accounted for approximately $2.7\%$ of the Group’s total revenue. At the same time, the Group has instituted additional review on the business to be conducted with Sunac Group, including but not limited to reporting most of the new business with Sunac Group to the Group’s headquarters for approval, and conducting a comprehensive based on the business models, the past payment collection of different project companies and the current operating conditions. These measures are intended to ensure that the Group would avoid participating in projects with a low possibility of recovering service fees, thereby protecting the interests of the Group and the Company’s shareholders.

LETTER FROM THE BOARD

Notwithstanding the above-mentioned accounts receivable, the Company is of the view that it should continue to provide property management services to Sunac Group pursuant to the Property Management Services Framework Agreement for the following reasons:

(i) for existing projects that have already been delivered, the property management services provided by the Group are aimed at the joint management of the common buildings, venues and facilities within the project area, and are provided to both Sunac Group and third-party property owners. No services and costs are generated for Sunac Group alone, and therefore the Group cannot terminate the services provided to Sunac Group alone;

(ii) for a single project, the majority of the Group’s revenue comes from third-party property owners. If all services relating to the project are terminated in order to terminate the services to Sunac Group, there will be more significant impact to the Group’s revenue; and

(iii) by renewing the Property Management Services Framework Agreement with Sunac Group, the Group will have the opportunity to continue to obtain service contracts for Sunac Group’s property projects, increase the area under management, and receive revenue from third-party property owners as Sunac Group delivers properties to third-party property owners.

Based on the above, given the medium to long term benefits, the Company is of the view that, while the Company will endeavour to recover the outstanding accounts receivable, it is fair and reasonable and in the interests of the Company and its shareholders to enter into the Property Management Services Framework Agreement.

LISTING RULES IMPLICATIONS

As at the Latest Practicable Date, Sunac China held a total of approximately 49.40% interest in the Company. Sunac China is a controlling shareholder and a connected person of the Company under the Listing Rules. The transactions contemplated under the Property Management Services Framework Agreement are of a recurrent nature and will occur on a continuing basis in the ordinary and usual course of business of the Group and, therefore, constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules.

As the highest applicable percentage ratio in respect of the Property Management Services Framework Agreement is 5% or more, the Property Management Services Framework Agreement is subject to reporting, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. Sunac China, Sunac International and their respective associates will be required to abstain from voting on the resolutions to be passed at the EGM. To the best of the Directors’ knowledge, information and belief after having made all reasonable enquiries, as at the Latest Practicable Date, except Sunac China, Sunac International and their respective associates, none of the other Shareholders will be required to abstain from voting on the resolution(s) to be passed at the EGM.

LETTER FROM THE BOARD

The highest of the applicable percentage ratios in respect of the aggregated service fees under the Property Management Services Framework Agreement from 1 January 2025 to the date of EGM will be less than 5%.

EGM

A notice convening the EGM to be held by the Company on Tuesday, 21 January 2025 at 10:00 a.m. at 23F, Block O1A, Sunac Center, No. 278 Hongqi Road, Nankai District, Tianjin, the PRC is set out on pages EGM-1 to EGM-2 of this circular. Shareholders are advised to read the notice and complete and return the form of proxy for use at the EGM enclosed with this circular in accordance with the instructions printed thereon.

A form of proxy for the EGM is enclosed with this circular. Whether or not you are able to attend the EGM in person, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the EGM (or any adjournment thereof). Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM (or any adjournment thereof) should you so wish and in such event, the form of proxy shall be deemed to be revoked.

RECOMMENDATION

Taking into consideration of the reasons set out in the paragraph headed "Reasons for and benefits of entering into the Property Management Services Framework Agreement" in this circular, the Directors (including the independent non-executive Directors who have taken into account the advice of the Independent Financial Adviser but excluding Mr. Wang Mengde who has abstained from voting on the Board resolutions as he is an executive director of Sunac China) are of the view that the transactions contemplated under the Property Management Services Framework Agreement are conducted in the ordinary and usual course of business of the Group and the terms are fair and reasonable, on normal commercial terms and in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors (including the independent non-executive Directors but excluding Mr. Wang Mengde who has abstained from voting on the Board resolutions as he is an executive director of Sunac China) recommend the Independent Shareholders to vote in favour of the ordinary resolution as set out in the notice of the EGM to approve the Property Management Services Framework Agreement, the proposed annual caps and the transactions contemplated thereunder.

11 -

LETTER FROM THE BOARD

ADDITIONAL INFORMATION

Your attention is drawn to the letter from the Independent Board Committee set out on pages 13 to 14 of this circular, the letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders set out on pages 15 to 32 of this circular and the information set out in the appendix of this circular.

Yours faithfully,

By order of the Board

Sunac Services Holdings Limited

Wang Mengde

Chairman

12 -

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

SUNAC

融创服务

SUNAC SERVICES HOLDINGS LIMITED

融創服務控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 01516)

To the Independent Shareholders

31 December 2024

Dear Sirs or Madams,

CONTINUING CONNECTED TRANSACTIONS

RENEWAL OF THE PROPERTY MANAGEMENT SERVICES

FRAMEWORK AGREEMENT

We refer to the circular (the "Circular") dated 31 December 2024 issued by the Company of which this letter forms part. Capitalised terms used in this letter have the same meanings as those defined in the Circular unless specified otherwise.

We have been appointed by the Board as members of the Independent Board Committee to advise the Independent Shareholders in relation to the Property Management Services Framework Agreement, the proposed annual caps and the transactions contemplated thereunder. China Sunrise Capital has been appointed by the Company as the Independent Financial Adviser to advise us and the Independent Shareholders in this regard.

We wish to draw your attention to (i) the letter from the Board set out on pages 4 to 12 of the Circular; (ii) the letter from China Sunrise Capital as set out on pages 15 to 32 of the Circular which contains its recommendation to the Independent Board Committee and the Independent Shareholders in relation to the terms of the Property Management Services Framework Agreement, the proposed annual caps and the transactions contemplated thereunder as well as the principal factors and reasons considered in arriving at its recommendation; and (iii) the additional information as set out in the appendix to the Circular.

13 -

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

After taking into account the principal factors and reasons considered by China Sunrise Capital and its conclusion and advice, we concur with its views and consider that the Property Management Services Framework Agreement, the proposed annual caps and the transactions contemplated thereunder are in the ordinary business of the Group, and the terms are fair and reasonable so far as the Company and the Shareholders are concerned, on normal commercial terms and in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Shareholders to vote in favor of the resolution to be proposed at the EGM to approve the Property Management Services Framework Agreement, the proposed annual caps and the transactions contemplated thereunder.

Ms. WANG Lihong

For and on behalf of the
Independent Board Committee
Mr. YAO Ning
Mr. ZHAO Zhonghua
Independent non-executive Directors

14 -

LETTER FROM CHINA SUNRISE CAPITAL

Set out below is the text of the letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the Property Management Services Framework Agreement and the transactions contemplated thereunder (including the proposed annual cap), which has been prepared for the purpose of inclusion in this Circular.

CHINA SUNRISE CAPITAL LIMITED

Unit 4513, 45th Floor

The Center

99 Queen's Road Central

Hong Kong

31 December 2024

To: The Independent Board Committee and the Independent Shareholders of Sunac Services Holdings Limited

Dear Sirs or Madams,

CONTINUING CONNECTED TRANSACTIONS RENEWAL OF THE PROPERTY MANAGEMENT SERVICES FRAMEWORK AGREEMENT

INTRODUCTION

We refer to our appointment by the Company as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in connection with the Property Management Services Framework Agreement and the transactions contemplated thereunder (collectively, the "Continuing Connected Transactions"), details of which are set out in the letter from the Board (the "Letter from the Board") contained in the circular of the Company to the Shareholders dated 31 December 2024 (the "Circular"), of which this letter (the "Letter") forms part. Capitalised terms used in this Letter shall have the same meanings as those defined in this Circular unless otherwise defined or the context requires otherwise.

As stated in the Letter from the Board, references are made to (i) the announcement of the Company dated 29 April 2022 and the circular of the Company dated 19 July 2022 in relation to, among other things, the Existing Framework Agreement, and (ii) the announcement of the Company dated 13 December 2024 in relation to, among other things, the renewal of the Property Management Services Framework Agreement.

Given that the Existing Framework Agreements will expire on 31 December 2024, on 13 December 2024, the Company and Sunac China entered into the Property Management Services Framework Agreement, pursuant to which members of the Group will continue to provide Property Management Services and other regular services to members of the Sunac Group for a term of three years from 1 January 2025 to 31 December 2027 (both days inclusive), subject to compliance with the applicable requirements under the Listing Rules (including the obtaining of Independent Shareholders' approval at the EGM (where applicable)).

LETTER FROM CHINA SUNRISE CAPITAL

LISTING RULES IMPLICATIONS

As the highest applicable percentage ratio in respect of the Property Management Services Framework Agreement is 5% or more, the Property Management Services Framework Agreement is subject to reporting, announcement and independent shareholders' approval requirements under Chapter 14A of the Listing Rules. Sunac China, Sunac International and their respective associates will be required to abstain from voting on the resolutions to be passed at the EGM. To the best of the Directors' knowledge, information and belief after having made all reasonable enquiries, as at the Latest Practicable Date, except Sunac China, Sunac International and their respective associates, none of the other Shareholders will be required to abstain from voting on the resolution(s) to be passed at the EGM.

The highest of the applicable percentage ratios in respect of the aggregated service fees under the Property Management Services Framework from 1 January 2025 to the date of EGM will be less than 5%.

THE INDEPENDENT BOARD COMMITTEE

The Independent Board Committee, comprising all the independent non-executive Directors, namely Ms. Wang Lihong, Mr. Yao Ning and Mr. Zhao Zhonghua, has been established to consider and make a recommendation to the Independent Shareholders on:

(i) whether the Continuing Connected Transactions are entered into in the ordinary and usual course of business of the Group;

(ii) whether the terms of the Continuing Connected Transactions are on normal commercial terms and fair and reasonable;

LETTER FROM CHINA SUNRISE CAPITAL

(iii) whether the Continuing Connected Transactions are in the interests of the Company and the Shareholders as a whole; and
(iv) how the Independent Shareholders should vote in respect to the relevant resolutions to be proposed at the EGM to approve the Continuing Connected Transactions.

We, China Sunrise Capital, have been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in the same regard. Our appointment as the Independent Financial Adviser has been approved by the Independent Board Committee pursuant to Rule 13.84 of the Listing Rules.

None of the members of the Independent Board Committee has any material interest or involvement in the Property Management Services Framework Agreement and the transactions contemplated thereunder. Having obtained and considered the advice from the Independent Financial Adviser, the view and recommendation of the Independent Board Committee in respect of the Continuing Connected Transactions are set out in the Letter from the Independent Board Committee in this Circular.

OUR INDEPENDENCE

As at the Latest Practicable Date, we did not have any relationship with, or interest in, the Group, Sunac China, the Sunac Group or other parties that could reasonably be regarded as relevant to our independence. During the past two years immediately prior to this Letter, we have not acted in the capacity as an independent financial adviser, financial adviser or in any other capacity to the Company. Apart from normal independent financial advisory fee paid or payable to us in connection with the current appointment as the Independent Financial Adviser, no arrangements exist whereby we had received or will receive any fees or benefits from the Group, Sunac China, the Sunac Group or any other parties that could reasonably be regarded as relevant to our independence. Accordingly, we consider ourselves independent pursuant to Rule 13.84 of the Listing Rules.

BASIS OF OUR ADVICE

In formulating our advice, we have relied on the truth, accuracy and completeness of the statements, information, facts, representations and opinions contained or referred to in this Circular, provided and made to us by the Directors and the management of the Group (collectively, the "Management"), the Company, and its advisers. We have reviewed, amongst other things:

(i) the Property Management Services Framework Agreement;
(ii) the Company's interim report for the six months ended 30 June 2024 (the "2024 Interim Report");
(iii) the Company's annual report for the year ended 31 December 2023 (the "2023 Annual Report");

LETTER FROM CHINA SUNRISE CAPITAL

(iv) the Company's annual report for the year ended 31 December 2022 (the "2022 Annual Report"); and
(v) other information as set out in the Circular.

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 in this Circular or this Circular misleading. We have also sought and received confirmation from the Directors that no material information or facts have been omitted from the information and facts provided to us and the representations made and opinions expressed by them are not misleading or deceptive in any material respect. We have no reason to suspect that any material information or facts have been omitted or withheld nor to doubt the truth, accuracy or completeness of the information and facts contained in this Circular or provided to us, or the reasonableness of the opinions expressed by the Management, the Company, and its advisers, which have been provided to us.

We consider that we have been provided with sufficient information to reach an informed view and to provide a reasonable basis for us to formulate our advice as set out in this Letter. We have assumed that all statements, information, facts, representations and opinions contained or referred to in this Circular and/or those provided to us by the Management, the Company and its advisers, for which they are solely and wholly responsible, have been reasonably made after due enquiries and careful consideration and are true, accurate and complete in all material respects and not misleading or deceptive at the time when they were provided or made and will continue to be so in all material respect up to the date of the EGM.

We, as the Independent Financial Adviser, take no responsibility for the contents of any part of this Circular, save and except for this Letter.

We consider that we have performed all the necessary steps to enable us to reach an informed view and to justify our reliance on the information provided so as to provide a reasonable basis for our advice. We have not, however, carried out any independent verification of the information provided, nor have we conducted any independent investigation into the businesses, affairs, operations, financial position or future prospects of the Group.

Our advice is necessarily based on the prevailing financial, economic, market and other conditions and the information made available to us as at the Latest Practicable Date. Where information in this Letter has been extracted from published or otherwise publicly available sources, the sole responsibility of ours is to ensure that such information has been correctly and fairly extracted, reproduced or presented from the relevant stated sources and not used out of context.

18 -

LETTER FROM CHINA SUNRISE CAPITAL

This Letter is issued for the information of the Independent Board Committee and the Independent Shareholders solely in connection with their consideration of the matters relating to the Continuing Connected Transactions. Except for its inclusion in this Circular, this Letter is not to be quoted or referred to, in whole or in part, nor shall this Letter be used for any other purposes, without our prior written consent.

PRINCIPAL FACTORS TAKEN INTO CONSIDERATION

In formulating our opinion and recommendations in respect of the Continuing Connected Transactions to the Independent Board Committee and the Independent Shareholders, we have taken into consideration the following principal factors and reasons. Our conclusions are based on the results of all analyses taken as a whole.

1. Background information of the Group

The following is the highlights of the financial results of the Group for each of the year ended 31 December 2022 ("FY2022") and 2023 ("FY2023"), and the six months ended 30 June ("1H") 2023 ("1H2023") and 2024 ("1H2024"), as extracted from the 2022 Annual Report, the 2023 Annual Report and the 2024 Interim Report, respectively:

Table 1: Highlights of the financial results of the Group

	Unaudited		Audited
	1H2024 (RMB'000)	1H2023 (RMB'000)	FY2023 (RMB'000)	FY2022 (RMB'000)
Revenue	3,483,728	3,396,051	7,009,517	7,126,161
- Property management and operational service	3,172,442	2,946,418	6,158,647	5,513,445
- Community living services	213,119	246,196	473,776	560,657
- Value-added services to non-property owners	98,167	203,437	377,094	1,052,059
Gross profit (Loss)/Profit for the period/year attributable to the owners of the Company	888,424	847,506	1,667,860	1,604,439
	(472,234)	339,925	(435,068)	(481,902)

Sources: the 2022 Annual Report, the 2023 Annual Report and the 2024 Interim Report

LETTER FROM CHINA SUNRISE CAPITAL

FY2023 vs FY2022

For FY2023, the Group recorded revenue of approximately RMB7,009.5 million, representing a decrease of approximately RMB116.7 million (approximately 1.6%) as compared with approximately RMB7,126.2 million for FY2022. The decrease in revenue was primarily due to the decrease in revenue from value-added services to non-property owners. Such decrease in revenue was mainly attributable to: (i) the decrease in value-added services to non-property owners by approximately RMB675.0 million from approximately RMB1,052.1 million for FY2022 to approximately RMB377.1 million for FY2023; and (ii) offset by the increase in property management and operational service segment by approximately RMB645.2 million from approximately RMB5,513.4 million for FY2022 to approximately RMB6,158.6 million for FY2023.

The Group recorded the loss attributable to the owners of the Company of approximately RMB435.1 million for FY2023, representing a decrease of approximately 9.7% from approximately RMB481.9 million for FY2022 which was mainly due to the decrease in the net impairment losses on financial assets.

1H2024 vs 1H2023

For 1H2024, the Group recorded revenue of approximately RMB3,483.7 million, representing an increase of approximately RMB87.6 million (approximately 2.6%) as compared with approximately RMB3,396.1 million for 1H2023. The increase in revenue was primarily due to the increase in revenue from property management and operational services.

In 1H2024, the Group reported the loss attributable to the owners of the Company amounting to approximately RMB472.2 million, compared to the profit attributable to the owners of the Company of approximately RMB339.9 million in 1H2023. The shift from the profit attributable to the owners of the Company in 1H2023 to the loss attributable to the owners of the Company in 1H2024 is mainly due to significantly increase in the net impairment losses on financial assets.

20 -

LETTER FROM CHINA SUNRISE CAPITAL

The following is the highlights of the financial positions of the Group as at 30 June 2024 and as at 31 December 2023, as extracted from the 2024 Interim Report:

Table 2: Highlights of the financial positions of the Group

	Unaudited As at 30 June 2024 (RMB’000)	Audited As at 31 December 2023 (RMB’000)
Non-current assets	3,151,902	2,906,760
Current assets	7,111,340	8,738,069
- Cash and cash equivalents	2,180,527	3,979,504
Total assets	10,263,242	11,644,829
Non-current liabilities	152,677	168,613
Current liabilities	4,815,663	5,238,710
Total liabilities	4,968,340	5,407,323
Net asset value (“NAV”) attributable to owners of the Company	5,146,181	6,035,024

Source: the 2024 Interim Report

The current assets mainly consisted of inventories, financial assets at fair value through profit and loss, trade and other receivables, prepayments, bank deposits with the maturity over three months and cash and cash equivalents. The total current assets decreased from approximately RMB8,738.1 million as at 31 December 2023 to approximately RMB7,111.3 million as at 30 June 2024, representing a decrease of approximately $18.6\%$ . The decrease was mainly attributable to combined factors consisting of, among others: (i) decrease in trade and other receivables by approximately RMB672.8 million; and (ii) decrease in cash and cash equivalents by approximately RMB1,799.0 million which in turn is mainly due to dividends paid to Shareholders, net cash used in operating activities and the purchases of financial assets during 1H2024.

As at 30 June 2024, the total assets and liabilities of the Group were approximately RMB10,263.2 million and RMB4,968.3 million respectively, as compared to the respective total assets and liabilities of approximately RMB11,644.8 million and RMB5,407.3 million as at 31 December 2023 respectively, registering a slight decrease of approximately $11.9\%$ and $8.1\%$ respectively. Given the movement of the total assets and total liabilities of the Group highlighted above, the NAV attributable to owners of the Company decreased from approximately RMB6,035.0 million as at 31 December 2023 to approximately RMB5,146.1 million as at 30 June 2024, representing a decrease of approximately $14.7\%$ .

2. Background information of Sunac China

LETTER FROM CHINA SUNRISE CAPITAL

high-quality products and services and the integration of high-quality resources. With a focus on its core business of real estate, the Sunac Group implements its layout in real estate development, property management, ice & snow operation management, cultural tourism, culture and other business segments.

As stated in the Letter from the Board, the Group has been providing property management and other services to Sunac Group since its establishment. Prior to 2021, Sunac Group has generally been able to honour its payment obligations in accordance with the terms of their respective individual agreements. Since 2021, as affected by the continued downturn in the real estate industry and tight liquidity, the receipt of accounts receivable from Sunac Group began to slow down, and there has been an increase in overdue defaults.

As at 30 June 2024, the total amount of trade receivables owed by the Sunac Group to the Group (including service fees in relation to the property management services, sales assistance services and consultancy and other value-added services provided by the Group to the Sunac Group) was approximately RMB3,318 million, most of which were incurred in FY2021 and 1H2022. Set out below is an ageing analysis of the trade receivables as shown on the Company's consolidated balance sheet as at 30 June 2024:

Table 3: Ageing analysis of the trade receivables owed by Sunac Group

	Trade receivables shown on the balance sheet as of 30 June 2024 (RMB'000)
Within 1 year	202,296
1-2 years	53,514
2-3 years	2,201,186
3-4 years	834,065
4-5 years	25,858
More than 5 years	692
Total	3,317,611

As stated in the Letter from the Board, with respect to the above-mentioned accounts receivable, while the Group has been receiving payments from the Sunac Group, it has been actively negotiating with Sunac Group on other recovery plans, including (i) Sunac Group transferring certain properties to the Group to settle and offset certain amounts payable to the Group; (ii) as the Group provides sales assistance services to Sunac Group, the Group will participate in the sales of certain properties and may consider settlement terms that are favorable to the Group to facilitate the recovery of accounts receivable; (iii) the Group continues to obtain credit enhancement measures such as security interests in equity interests in other companies invested by Sunac Group and parking spaces income rights to secure the Sunac Group's repayment; and (iv) the Group has also initiated legal proceedings against individual members of Sunac Group to recover part of the outstanding amounts.

LETTER FROM CHINA SUNRISE CAPITAL

Since 2022, the Group has proactively adjusted its business cooperation with Sunac Group and controlled the scale of business. During the 1H2024, the Group's revenue from Sunac Group only accounted for approximately 2.7% of the Group's total revenue. At the same time, the Group has instituted additional review on the business to be conducted with Sunac Group, including but not limited to reporting most of the new business with Sunac Group to the Group's headquarters for approval, and conducting a comprehensive based on the business models, the past payment collection of different project companies and the current operating conditions. These measures are intended to ensure that the Group would avoid participating in projects with a low possibility of recovering service fees, thereby protecting the interests of the Group and the Company's shareholders.

Based on our discussion with the Management, we understand that the Group has been closely monitor the outstanding receivable balances with the Sunac Group and will continue to do so. The Group will also maintain continuous dialogues with the Sunac Group to work closely and communicate regularly on the abovementioned recovery plan and monitor its financial conditions to evaluate the Group's credit policy against the transactions with the Sunac Group from time to time. In addition, the Group will monitor the payment progress closely and will use their best endeavours to make payment request with the Sunac Group as and when appropriate.

(ii) for a single project, the majority of the Group's revenue comes from third-party property owners. If all services relating to the project are terminated in order to terminate the services to Sunac Group, there will be more significant impact to the Group's revenue; and

(iii) by renewing the Property Management Services Framework Agreement with Sunac Group, the Group will have the opportunity to continue to obtain service contracts for Sunac Group's property projects, increase the area under management, and receive revenue from third-party property owners as Sunac Group delivers properties to third-party property owners.

On a separate note, we noted that the development direction as indicated at the recent 20th National Congress of the Communist Party of China of improving people's quality of life, coupled with measures to ensure steady and orderly growth of real estate financing and increase financial support for housing leasing, would potentially help to recover the confidence in the real estate industry in PRC. With policy support and given adequate time,

23 -

LETTER FROM CHINA SUNRISE CAPITAL

property development companies would potentially be able to accelerate their property sales and cash collection and obtain new financings (as and when appropriate) to support its operations and to meet its payment obligations.

Based on the above, given the medium to long term benefits, we concur with the Company that, while the Company will endeavour to recover the outstanding accounts receivable, it is fair and reasonable and in the interests of the Company and its shareholders to enter into the Property Management Services Framework Agreement.

3. Reasons for and benefits of the Continuing Connected Transactions

As disclosed in the Letter from the Board, as the Group is a property management service provider, the property management services are the ordinary businesses of the Group and the Group has also been providing the services to Sunac Group since its establishment. The Company's renewal of the Property Management Services Framework Agreement with Sunac China will provide the Group with the opportunity to continue to obtain service contracts for Sunac Group's property projects, increase the area under management, and receive revenue from third-party property owners as Sunac Group delivers properties to third-party property owners, thereby facilitating the Group's business development.

With reference to the prospectus of the Company dated 9 November 2020, the Group has a long standing relationship with Sunac Group as the Group first provided property management and related services to Sunac Group since two decades ago. Benefiting from such long standing relationship, the Company is familiar with the strategies, standards and requirements of Sunac Group and is therefore able to provide tailored services to Sunac Group to meet its specific needs. It is therefore believed that the Group has also contributed to the branding and quality promotion of Sunac Group's property products, which in turn may facilitate the provision of services and improve customer satisfaction of the Group.

As set out outlined on the website of the National Bureau of Statistics of China, the gross domestic product (GDP) of PRC reached RMB126.1 trillion in 2023, reflecting a year-on-year growth of $5.2\%$ as the economy continues its recovery from the COVID-19 pandemic. The PRC government, through the Fourteenth Five-Year Plan, aims to achieve an urbanisation rate of the resident population (常住人口城镇化率) of about approximately $65.0\%$ for the resident population by 2026. Notably, the urbanisation rate of the resident population in PRC reached $66.16\%$ in 2023, surpassing the target set in the plan. Key strategies include accelerating the urbanisation of the agricultural population (加快農業轉移人口市民化) and improving urban layouts (完善城镇化空间佈局) through integrated development of conurbations (推動城市群一體化發展), modernised metropolitan areas (建設現代化都市圈), enhanced central urban functions enhance functions of central urban areas in mega-sized-cities (優化提升超大特大城市中心城區功能), and better living conditions in large cities. Regulatory measures from the Ministry of Housing and Urban-Rural Development are expected to improve property management services. The real estate market's growth is driven by urbanisation, rising disposable incomes, and favorable government policies. The property management industry is projected to grow steadily, with GFA under management expected to increase from 31.1 billion square metre ("sq.m.") in 2023 to 35.5 billion sq.m. in 2026 reflecting a compound annual growth rate of $4.5\%$ . Accordingly, the

LETTER FROM CHINA SUNRISE CAPITAL

development of the PRC real estate market continues to be influenced by changes in the PRC government policies at a national and regional level, the market environment as well as the overall economic development of the PRC. In view of the above, it is expected that the continuous increase in the urbanisation rate in the PRC and the recovery of the PRC economy shall continue to drive the growth of the PRC real estate and the property management industries in the long term.

Having considered that (i) the existing continuing connected transactions will be recurring in nature and similar transactions have been taking place in the past years in the ordinary and usual course of business of the Group; (ii) Sunac Group has been one of the major customers of the Group for property management related services, the continuation of the Continuing Connected Transactions under the Property Management Services Framework Agreement will assist the Group's business development; and (iii) the Group's internal control procedures to be discussed below under the section headed "5. Internal control measures and review of the Continuing Connected Transactions", we are of the view that the entering into of the Property Management Services Framework Agreement are in the interests of the Company and the Shareholders as a whole.

4. Principal terms of the Property Management Services Framework Agreement

As extracted from the Letter from the Board, certain principal terms of the Property Management Services Framework Agreement are summarised as follows:

Date: 13 December 2024

Parties:
(i) The Company (for itself and on behalf of the Group); and
(ii) Sunac China (for itself and on behalf of the Sunac Group)

Duration: Subject to compliance with the Listing Rules (including obtaining the requisite Independent Shareholders' approval at the EGM), the term of the Property Management Services Framework Agreement will be from 1 January 2025 to 31 December 2027 (both days inclusive).

Scope of Services: The Group provides property management and other value-added services for the properties (including real estate and parking lots, etc.) owned or used by the Sunac Group.

25 -

LETTER FROM CHINA SUNRISE CAPITAL

Pricing Policies:
The fees for the Property Management Services will be determined with reference to, where applicable, the prevailing market price (taking into account the location of the property projects, the scope of the services and the anticipated operation costs, including but not limited to labour costs and administration costs), the historical transaction amounts and the fees charged by the Group for providing similar services to at least one to three Independent Third Parties (to the extent practicable), and after arm's length negotiations between the parties.

Payment Term:
The fees for the Property Management Services are generally payable on a monthly, quarterly, semi-annual or annual basis, unless otherwise agreed by the parties in Individual Agreements with reference to the payment terms entered into by the Group for provision of similar services to Independent Third Parties and after arm's length negotiations.

Terms of the Individual Agreements:
Pursuant to the Property Management Services Framework Agreement, members of the Group and members of the Sunac Group shall, from time to time during the term of the Property Management Services Framework Agreement, enter into separate Individual Agreements in respect of the Property Management Services, provided that such Individual Agreements shall be subject to the terms of the Property Management Services Framework Agreement.

For further details of the principal terms of the Property Management Services Framework Agreement, please refer to section headed "PROPERTY MANAGEMENT SERVICES FRAMEWORK AGREEMENT" in the Letter from the Board.

Review of the principal terms

Primarily, we have obtained and reviewed both the Existing Framework Agreements and the Property Management Services Framework Agreement and we note that the pricing and other principal terms of the Property Management Services Framework Agreement continues to follow those of the Existing Framework Agreements entered into between the Company and Sunac China dated 29 April 2022 (as supplemented by a supplemental agreement dated 14 July 2022).

Secondly, the service fees to be charged for the Property Management Services will be determined after arm's length negotiations with reference to the prevailing market price (taking into account the location of the property projects, the scope of the services and the anticipated operation costs, including but not limited to labour costs and administration costs), the historical transaction amounts and the fees charged by the Group for providing

26 -

LETTER FROM CHINA SUNRISE CAPITAL

similar services to Independent Third Parties. According to the internal control procedures as set out in the section headed "INTERNAL CONTROL MEASURES" in the Letter from the Board, before entering into any Individual Agreements in connection with the Property Management Services Framework Agreement, (i) based on the pricing policy as set out in the Property Management Services Framework Agreement, preliminary quotations of the Individual Agreements will be compared with those provided by the Group to Independent Third Parties (if any) and market quotations for comparable services; and (ii) the management and relevant personnel of the Group will review and assess the terms of the Individual Agreements to ensure that they are consistent with the principals and provision as set out in the Property Management Services Framework Agreement. The management and relevant personnel of the Group will also monitor the changes in the pricing factors and make adjustments as may be necessary. For our independent review working of the Group's internal control procedures carried out under the term of the Existing Framework Agreement, please refer to the section headed "5. Internal control measures and review of the Continuing Connected Transactions" below.

Lastly, we also noted from the relevant price quotations as contemplated under the Sample Transactions (as defined below) that pursuant to the payment term under the Property Management Services, the payment terms offered to Sunac Group for the Continuing Connected Transactions are no less favourable to the Group than those offered to the Independent Third Parties customers.

Based on the above, we are of the view that the pricing and other terms of the Property Management Services Framework Agreement are on normal commercial terms which are no less favourable to the Group than those available from other Independent Third Parties customer. Our analysis indicates that the pricing and payment terms are fair and reasonable, in line with market standards, and ensure equitable treatment for all parties involved.

Historical actual transactions amount

As stated in the Letter from the Board, the table below sets out: (i) the historical actual transaction amounts of the Property Management Services for each of FY2022, FY2023 and for 1H2024; (ii) the historical annual caps for each of the FY2022, FY2023 and FY2024 in respect of the Property Management Services; and (iii) the respective utilisation rates of the annual caps for each of FY2022, FY2023 and FY2024 in respect of the Property Management Services.

Table 4: The existing annual caps and the historical actual transaction amounts of the Property Management Services for FY2022, FY2023 and FY2024

| | FY2022
(RMB' million) | FY2023
(RMB' million) | FY2024
(RMB' million) |
| --- | --- | --- | --- |
| Existing approved annual caps | 900 | 1,000 | 1,100 |
| Historical transaction amount | 457 | 362 | 221 |
| | | | (for 1H2024) |
| Utilisation rates | 50.8% | 36.2% | 20.1% |
| | | | (for 1H2024) |

LETTER FROM CHINA SUNRISE CAPITAL

As illustrated above, the historical actual transaction amount of the Property Management Services is in a general decreasing trend, registered a drop from approximately RMB457 million for FY2022, by approximately 20.8% to approximately RMB362 million for FY2023 and further declined by approximately 39.0% to approximately RMB221 million for 1H2024. Similarly, the utilisation rates of the Property Management Services for FY2022, FY2023 and FY2024 registered a declining trend in general, representing approximately 50.8%, 36.2% and 20.1% respectively. Should the historical actual transaction amount of the Property Management Services for 1H2024 be annualised, the projected transaction amount for FY2024 would amount to approximately RMB442 million, representing a utilisation rate of approximately 40.2%. As discussed with the Management, the relatively low utilisation rates of the Property Management Services for FY2022, FY2023 and FY2024 was mainly due to: (a) due to the slowdown in growth of the PRC property market, the number in projects planned for future development, as well as completion and delivery of property projects by the Sunac Group has therefore reduced, as a result, the engagement of the Group to render its property management services was therefore also delayed in the same manner; and (b) as stated in the 2023 Annual Report, as affected by the downturn of the real estate industry, since the second half of FY2022, the Group streamlined the related party business, resulting in a significant shrinkage of the related party business and a year-on-year decrease of approximately 56% in revenue from the segment.

As stated in the Letter from the Board, the table below sets out the proposed annual cap in respect of the Property Management Services for each of FY2025, FY2026 and FY2027.

Table 5: The proposed annual caps of the Property Management Services for FY2025, FY2026 and FY2027

| | FY2025
(RMB’ million) | FY2026
(RMB’ million) | FY2027
(RMB’ million) |
| --- | --- | --- | --- |
| Proposed annual caps
for the Property
Management Services | 600 | 600 | 600 |

As stated in the Letter from the Board, the proposed annual caps in respect of the Property Management Services were determined taking into account (i) the historical transaction amounts in respect of the relevant services; (ii) the future business development of the Sunac Group, including amounts of property sales, property sales area, property delivery area, etc.; and (iii) the future business development plan of the Group. We have analysed each of the basis in the following section.

LETTER FROM CHINA SUNRISE CAPITAL

Caps Computation

In assessing the reasonableness of the proposed annual cap of the Property Management Services, we have discussed with the Management on the basis and underlying assumptions for the purpose of setting the proposed annual caps of the Property Management Services. We have also obtained and reviewed from the Management the computation worksheets for the annual caps in respect of the Continuing Connected Transactions (the "Caps Computation") which is mainly based on the followings:

(i) as abovementioned under "Table 4: The existing annual caps and the historical actual transaction amounts of the Property Management Services for FY2022, FY2023 and FY2024", (a) the historical actual transaction amounts of the Property Management Services for FY2022 and FY2023 illustrated a year-on-year decline of approximately 20.8%; (b) the historical actual transaction amounts of the Property Management Services for 1H2024 of approximately RMB221 million and the expected transaction amount of the Property Management Services in the remaining six (6) months in 2024; and (c) based on the annualised transaction amount of the Property Management Services for 1H2024 of approximately RMB442 million, the projected transaction amount for FY2024 would slightly rebounded by approximately 22.1% from approximately RMB362 million for FY2023. Based on the combination of the above, the proposed annual cap for FY2025 of approximately RMB600 million and to be remained at the same amount for FY2026 and FY2027 is considered to be reasonable;

(ii) the estimated demand of the Property Management Services to be provided by the Group is mainly driven by the progress and development of the relevant property projects of the Sunac Group at the relevant time. In this connection, we have conducted due diligence research on the business and operations of the Sunac Group. With reference to the 2024 interim report of Sunac Group published on 27 September 2024, as at the end of 30 June 2024, the Sunac Group, together with its joint ventures and associates, had a total land bank of approximately 145 million sq.m. and attributable land bank was approximately 97.38 million sq.m., which registered a reduction of approximately 5.8% and 4.5% respectively, from a total land bank of approximately 154 million sq.m. and attributable land bank of approximately 102 million sq.m. as at the end of 31 December 2023 as stated in the 2023 annual report of Sunac Group published on 26 April 2024. Furthermore, as disclosed in the 2023 annual report of Sunac Group that the Sunac Group has completed the delivery of approximately 310,000 houses in 101 cities in FY2023, whereas as compared to 1H2024 with reference to the 2024 interim report of the Sunac Group, the Sunac Group has only completed the delivery of approximately 58,000 houses in 52 cities and the Sunac Group is targeted to achieve the completion of approximately 170,000 houses for FY2024, all of which has demonstrated a decrease in development projects for the Sunac Group; and

(iii) as advised by the Management, the proposed annual cap in respect of the Property Management Services was projected based on (a) the estimated deliverable property area by Sunac Group; and (b) estimated property management fee to be

29 -

LETTER FROM CHINA SUNRISE CAPITAL

charged by the Company after taking into account the estimated vacancy rate based on the historical figures. We understand from the Management that the sales volume of Sunac Group is expected to decline owing to the changing environment of the overall real estate market. As a result, the proposed annual cap of the Property Management Services has decreased to RMB600 million for FY2025, FY2026 and FY2027 respectively as compared to the previous annual cap as set out in the Existing Framework Agreements.

Having considered the basis on which the proposed annual cap of the Property Management Services is determined as described above, we are of the view that such annual cap is fair and reasonable so far as the Independent Shareholders are concerned.

5. Internal control measures and review of the Continuing Connected Transactions

The Group has adopted certain internal control measures over the conduct of the Continuing Connected Transactions. Details of the internal control system are set out in the section headed "INTERNAL CONTROL MEASURES" in the Letter from the Board. The Management consider that the internal control mechanism is effective to ensure that the transactions contemplated under the Property Management Services Framework Agreement will be conducted on normal commercial terms and not prejudicial to the interests of the Company and the Shareholders as a whole.

Based on the above, we have assessed the fairness and reasonableness of the pricing mechanism by obtaining and reviewing six (6) sets of price quotations offered to the Sunac Group and compared against six (6) sets of price quotations offered to Independent Third Parties customers based on substantially the same requirements and/or specification for Property Management Services FY2022, FY2023 and FY2024 (the "Review Period") prepared by the Group under the Existing Framework Agreements. Considering that (i) a total of 12 samples (the "Sample Transactions") were selected on a random basis which covered the Property Management Services; and (ii) such Sample Transactions are selected during the Review Period as contemplated under the Property Management Services. According to the samples collected, we note that each contract was reviewed, evaluated and approved, in particular by comparing the quotation of the individual agreement against those offered to Independent Third Parties for similar services (if any) and the market price of similar services when appropriate, by the business department, legal department, finance department and the relevant management personnel and internal audit department, before the individual agreement was entered into as to make sure the price is fair and reasonable. For the pricing policy of the Sample Transactions, we noted that it is in line with the Group's pricing policy as set out in the above section headed "4. Principal terms of the Property Management Services Framework Agreement", that the service fees of the Property Management Services will be determined with reference to the prevailing market price (taking into account the location of the property projects or properties, the scope of services and the anticipated operation costs to be incurred including but not limited to labour costs and administration costs), the historical transaction amounts and the fees charged by the Group for providing similar services to Independent Third Parties.

We consider that the internal control procedures contained in the internal control manual of the Group are sufficient and effective to implement the Continuing Connected Transactions and are in the ordinary and usual course of business, on normal commercial terms or better.

LETTER FROM CHINA SUNRISE CAPITAL

Review by the external auditors and the independent non-executive Directors

Pursuant to Rule 14A.56 of the Listing Rules, the Company must engage its external auditors to review the continuing connected transactions annually to check and confirm, among others, whether the terms have been adhered to and whether the relevant caps have been exceeded. With reference to the 2022 Annual Report, 2023 Annual Report and the independent auditor's assurance report on continuing connected transactions which we obtained from the Company, the Company had engaged PricewaterhouseCoopers, the independent auditors of the Company (the "Auditors") to report on the continuing connected transactions in relation to certain property related services framework agreements as set out in the announcement of the Company dated 29 April 2022 (the "Historical Transactions") in accordance with Hong Kong Standard on Assurance Engagements 3000 (Revised) "Assurance Engagements Other Than Audits or Reviews of Historical Financial Information" and with reference to Practice Note 740 (Revised) "Auditor's Letter on Continuing Connected Transactions under the Hong Kong Listing Rules" issued by the Hong Kong Institute of Certified Public Accountants. We have obtained and reviewed the reports issued by the Auditors for FY2022 and FY2023 and note that the Auditors have concluded that nothing had come to their attention that caused them to believe that:

(i) the Historical Transactions have not been approved by the Board;

(ii) the Historical Transactions were not, in all material respects, in accordance with the pricing policies of the Group for transactions involving the provision of goods or services by the Group;

(iii) the Historical Transactions were not entered into, in all material respects, in accordance with the relevant agreements governing the Historical Transactions; and

(iv) the Historical Transactions have exceeded the relevant cap amounts during FY2022 and FY2023.

In addition, pursuant to Rule 14A.55 of the Listing Rules, the independent non-executive Directors must review annually the continuing connected transactions and confirm in the Company's annual report whether the continuing connected transactions have been entered into: (a) in the ordinary and usual course of business of the Group; (b) on normal commercial terms or better; and (c) in accordance with the respective agreements governing them on terms that are fair and reasonable and in the interests of the Shareholders as a whole. We note that the independent non-executive Directors have issued such confirmation in respect of the Historical Transactions in the 2022 Annual Report and 2023 Annual Report.

In view of the above, we consider that the internal control procedures including credit risk control procedures contained in the internal control manual of the Group are sufficient and effective to implement the Continuing Connected Transactions and can be conducted as agreed in the Property Management Services Framework Agreement and in compliance with Chapter 14A of the Listing Rules.

31 -

LETTER FROM CHINA SUNRISE CAPITAL

OPINION AND RECOMMENDATION

Having taken into account the abovementioned principal factors and reasons, we are of the view that (i) the Continuing Connected Transactions are entered into the ordinary and usual course of business of the Group; (ii) the terms of the Continuing Connected Transactions are on normal commercial terms and fair and reasonable; and (iii) the Continuing Connected Transactions are in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Board Committee to recommend, and we ourselves recommend, the Independent Shareholders to vote in favour of the relevant resolutions to be proposed at the EGM to approve the Continuing Connected Transactions and the transactions contemplated thereunder.

Yours faithfully,

for and on behalf of

CHINA SUNRISE CAPITAL LIMITED

Anthony Fong

Managing Director

Mr. Anthony Fong is a licensed person registered with the SFC and is a responsible officer of China Sunrise to carry out Type 6 (advising on corporate finance) regulated activities under the SFO who has over 15 years of experience in corporate finance industry.

For identification purposes only
32 -

APPENDIX

GENERAL INFORMATION

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 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.

2. DISCLOSURE OF INTERESTS

(a) Directors' interests and short positions in the securities of the Company and its associated corporations

As at the Latest Practicable Date, save as disclosed below, none of the Directors or the chief executives of the Company or their respective associates had or was deemed to have any interests and short positions in the Shares, underlying Shares and debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO) 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 the Directors or the chief executives of the Company or their respective associates were deemed or taken to have under provisions of the SFO), or which were required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein, or which were required, 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) Interests in Shares of the Company

Name of Director	Nature of interest	Number of Shares held	Approximate percentage of interest in the Company
Mr. Wang Mengde	Beneficial owner	2,157,734	0.07%
Ms. Cao Hongling	Beneficial owner	2,230,563	0.07%
Ms. Yang Man	Beneficial owner	98,687	0.003%
Mr. Lu Peng	Beneficial owner	95,814	0.003%
Mr. Gao Xi	Beneficial owner	855,500	0.03%
Ms. Wang Lihong	Beneficial owner	197,886	0.006%

Note: Based on the 3,056,844,000 Sunac Services shares in issue as at the Latest Practicable Date.

APPENDIX

GENERAL INFORMATION

(ii) Interests in underlying Shares of the Company

Name of Director	Nature of interest	Number of unvested shares awarded under the share award scheme	Approximate percentage of interest in the Company
Ms. Cao Hongling	Beneficial owner	6,025,000	0.20%
Ms. Yang Man	Beneficial owner	1,231,500	0.04%
Mr. Gao Xi	Beneficial owner	62,500	0.002%

Note: Based on the 3,056,844,000 Sunac Services shares in issue as at the Latest Practicable Date.

(iii) Interests in shares of the Company's associated corporation

Name of Director	Name of associated corporation	Nature of interest	Number of shares held	Approximate percentage of interest in the associated corporation(1)
Mr. Wang Mengde	Sunac China	Beneficial owner	17,177,000	0.18%
Ms. Cao Hongling	Sunac China	Beneficial owner	2,693,500	0.03%
Ms. Yang Man	Sunac China	Beneficial owner	13,008	0.0001%
Mr. Lu Peng	Sunac China	Beneficial owner	241,199	0.003%
Mr. Gao Xi	Sunac China	Beneficial owner	228,000	0.002%
Ms. Wang Lihong	Sunac China	Beneficial owner	113,556	0.001%

Note: Based on the 9,306,249,579 Sunac China shares in issue as at the Latest Practicable Date.

34 -

APPENDIX

GENERAL INFORMATION

(iv) Interests in underlying shares of the Company's associated corporations

Name of Director	Name of associated corporation	Nature of interest	Number of unvested shares awarded under the share award scheme	Approximate percentage of interest in the Company
Mr. Wang Mengde	Sunac China	Beneficial owner	1,860,000	0.02%
Ms. Cao Hongling	Sunac China	Beneficial owner	625,000	0.007%
Ms. Yang Man	Sunac China	Beneficial owner	38,500	0.0004%
Mr. Lu Peng	Sunac China	Beneficial owner	790,000	0.008%
Mr. Gao Xi	Sunac China	Beneficial owner	712,000	0.008%

Note: Based on the 9,306,249,579 Sunac China shares in issue as at the Latest Practicable Date.

(v) Interests in debentures of the Company's associated corporation

Name of Director	Name of associated corporation	Nature of interest	Amount of debentures held (in USD)	Amount of debentures in the same class in issue (in USD)	Notes
Wang Lihong	Sunac China	Beneficial owner	333	244,402,264	(1)
	Sunac China	Beneficial owner	44,904	717,637,751	(2)
	Sunac China	Beneficial owner	45,217	522,246,155	(3), (4)
	Sunac China	Beneficial owner	45,327	523,514,504	(3), (5)
	Sunac China	Beneficial owner	90,872	1,049,577,317	(3), (6)
	Sunac China	Beneficial owner	136,639	1,578,182,549	(3), (7)
	Sunac China	Beneficial owner	136,970	1,581,993,797	(3), (8)
	Sunac China	Beneficial owner	64,498	744,954,199	(3), (9)

Notes:

(1) The class of debentures is freely transferable and convertible into shares of a corporation. This relates to certain 1.0/2.0 per cent convertible bonds due 2032 issued by Sunac China.

(2) The class of debentures is compulsorily convertible into shares of a corporation. This relates to certain compulsorily convertible bonds due 2028 issued by Sunac China.

(3) The class of debentures is freely transferable but not convertible into shares of a corporation.

(4) This relates to certain 5.0%/6.0% Senior Notes due 2025/2026 issued by Sunac China.

(5) This relates to certain 5.25%/6.25% Senior Notes due 2026/2027 issued by Sunac China.

(6) This relates to certain 5.50% Senior Notes due 2027 issued by Sunac China.

APPENDIX

GENERAL INFORMATION

(7) This relates to certain 5.75% Senior Notes due 2028 issued by Sunac China.
(8) This relates to certain 6.0% Senior Notes due 2029 issued by Sunac China.
(9) This relates to certain 6.25% Senior Notes due 2030 issued by Sunac China.

As at the Latest Practicable Date, save as disclosed below, 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:

Name of Director	Title	Company
Mr. Wang Mengde	Director	Sunac China

(b) Substantial Shareholders' interests and short positions

As at the Latest Practicable Date, save as disclosed below, so far as was known to any Director or chief executive of the Company, no other person or company (other than the Directors or chief executives 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 of Divisions 2 and 3 of Part XV of the SFO, or, who were 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.

Name of Shareholder	Nature of interest/Capacity	Number of Shares held(1)	Approximate percentage of interest in the Company(2)
Sunac China(3)	Interest of controlled corporation	1,509,985,266 (L)	49.40%
Sunac Services Investment Limited(3)	Beneficial owner	1,090,644,516 (L)	35.68%
Sunac Shine (PTC) Limited (“Sunac Shine”)(3)	Trustee	419,340,750 (L)	13.72%

Notes:

(1) The letter "L" denotes a long position in the Shares.
(2) Based on the 3,056,844,000 Sunac Services shares in issue as at the Latest Practicable Date.

APPENDIX

GENERAL INFORMATION

(3) Sunac Services Investment Limited is wholly owned by Sunac China. Sunac Shine is wholly-owned by Sunac China and acts as the trustee of the Sunac Services Share Award Scheme Trust which is set up for the purpose of a share award scheme adopted on 11 June 2021. By virtue of the SFO, Sunac China is deemed to be interested in the Shares held by Sunac Services Investment and Sunac Shine.

3. DIRECTORS' COMPETING INTERESTS

As at the Latest Practicable Date, none of the Directors nor their respective close associates is and was interested in any business (other than the Group’s business) which competes or is likely to compete, either directly or indirectly, with the businesses of the Group.

4. DIRECTORS' INTERESTS IN ASSETS

As at the Latest Practicable Date, so far as the Directors are aware, none of the Directors had any interest, either directly or indirectly, in any assets which has since 31 December 2023 (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 Group or are proposed to be acquired or disposed of by, or leased to, any member of the 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 Group which does not expire or is not determinable by such member of the Group within one year without payment of compensation (other than statutory compensation).

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 Group subsisting at the Latest Practicable Date and which is significant in relation to the businesses of any member of the Group.

7. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors confirm that there has been no material adverse change in the financial or trading position of the Group since 31 December 2023, being the date to which the latest published audited financial statements of the Company were made up.

APPENDIX

GENERAL INFORMATION

8. EXPERT AND CONSENT

The following are the qualifications of the expert who has given opinion contained in this circular:

Name	Qualification
China Sunrise Capital	a corporation licensed to conduct Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO

China Sunrise Capital has given and has not withdrawn its written consent to the issue of this circular with the inclusion herein of its letter and references to its name in the form and context in which they respectively appeared.

As at the Latest Practicable Date, China Sunrise Capital did not have any direct or indirect interest in any assets which had been acquired, disposed of by, or leased to any member of the Group, or was proposed to be acquired, or disposed of by, or leased to any member of the Group, since 31 December 2023, the date to which the latest audited financial statements of the Group were made up; and had no shareholding, directly or indirectly, 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.

9. MISCELLANEOUS

The English text of this circular shall prevail over its respective Chinese text for the purpose of interpretation.

10. DOCUMENT ON DISPLAY

A copy of the Property Management Services Framework Agreement will be published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.sunacservice.com) for a period of not less than 14 days from the date of this circular.

38 -

NOTICE OF EXTRAORDINARY GENERAL MEETING

SUNAC

融创服务

SUNAC SERVICES HOLDINGS LIMITED

融創服務控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 01516)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of Sunac Services Holdings Limited (the “Company”) will be held on Tuesday, 21 January 2025 at 10:00 a.m. at 23F, Block O1A, Sunac Center, No. 278 Hongqi Road, Nankai District, Tianjin, the PRC for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolution as an ordinary resolution of the Company:

Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the circular of the Company dated 31 December 2024 (the “Circular”).

ORDINARY RESOLUTION

“THAT:

(a) the entering into of the Property Management Services Framework Agreement dated 13 December 2024 (a copy of which has been produced to the EGM and initialed by the chairman of the EGM for the purposes of identification), all the transactions contemplated thereunder, and the proposed annual caps set out in the Circular, be and are hereby approved, confirmed and ratified; and

(b) any one Director, or any two Directors if the affixation of the common seal of the Company is necessary, be and is/are hereby authorised for and on behalf of the Company to do all such acts and things and sign, agree, ratify or execute all such documents which he/she/they in his/her/their discretion considers necessary, desirable or expedient for the purpose of, and in connection with, the implementation of and giving effect to the Property Management Services Framework Agreement dated 13 December 2024 and any of the transactions contemplated thereunder and to agree to such variations, amendments or waivers of matters relating thereto as are, in the opinion of such Director, in the interest of the Company.”

By order of the Board

Sunac Services Holdings Limited

Wang Mengde

Chairman

Hong Kong, 31 December 2024

NOTICE OF EXTRAORDINARY GENERAL MEETING

Registered Office:
Intertrust Corporate Services (Cayman) Limited
One Nexus Way, Camana Bay
Grand Cayman, KY1-9005
Cayman Islands

Notes:

Any member of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and on a poll, vote on his/her behalf. A proxy need not be a member of the Company.
Where there are joint registered holders of any Share, any one of such persons may vote at the EGM, either personally or by proxy, in respect of such Share as if he/she is solely entitled thereto, but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such Share shall alone be entitled to vote in respect thereof.
In order to be valid, the form of proxy together with any power of attorney (if any) or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be deposited at the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time for holding the EGM (or any adjournment thereof).
For the purpose of determining the eligibility of the shareholders of the Company to attend and vote at the above meeting, the register of members of the Company will be closed from Thursday, 16 January 2025 to Tuesday, 21 January 2025 (both days inclusive), during which period no transfer of shares of the Company will be registered. In order to qualify for attending and voting at the above meeting, all transfer of shares of the Company accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, no later than 4:30 p.m. on Wednesday, 15 January 2025.
The above resolution will be put to vote at the EGM by way of poll.

As at the date of this notice, the chairman of the Board and non-executive Director is Mr. Wang Mengde; the executive Directors are Ms. Cao Hongling and Ms. Yang Man; the non-executive Directors are Mr. Lu Peng and Mr. Gao Xi; and the independent non-executive Directors are Ms. Wang Lihong, Mr. Yao Ning and Mr. Zhao Zhonghua.

EGM-2 -

AI assistant

Sunac Services Holdings Limited — Proxy Solicitation & Information Statement 2024

49969_rns_2024-12-31_bc5264d7-eba4-46d1-920c-646a6b94345f.pdf

SUNAC SERVICES HOLDINGS LIMITED

融創服務控股有限公司

CONTINUING CONNECTED TRANSACTIONS

SUNAC

融创服务

SUNAC SERVICES HOLDINGS LIMITED

融創服務控股有限公司

CONTINUING CONNECTED TRANSACTIONS

RENEWAL OF THE PROPERTY MANAGEMENT SERVICES

FRAMEWORK AGREEMENT

INTRODUCTION

PROPERTY MANAGEMENT SERVICES FRAMEWORK AGREEMENT

Parties

Duration

Scope of Services

Pricing Policies

Payment Term

Proposed Annual Caps

Historical Annual Caps and Historical Transaction Amounts

Terms of the Individual Agreements

REASONS FOR AND BENEFITS OF ENTERING INTO THE PROPERTY MANAGEMENT SERVICES FRAMEWORK AGREEMENT

INTERNAL CONTROL MEASURES

APPROVAL BY THE BOARD

GENERAL INFORMATION OF THE PARTIES

The Company

Sunac China

LISTING RULES IMPLICATIONS

EGM

RECOMMENDATION

ADDITIONAL INFORMATION

SUNAC

融创服务

SUNAC SERVICES HOLDINGS LIMITED

融創服務控股有限公司

CONTINUING CONNECTED TRANSACTIONS

RENEWAL OF THE PROPERTY MANAGEMENT SERVICES

FRAMEWORK AGREEMENT

CHINA SUNRISE CAPITAL LIMITED

CONTINUING CONNECTED TRANSACTIONS RENEWAL OF THE PROPERTY MANAGEMENT SERVICES FRAMEWORK AGREEMENT

INTRODUCTION

LISTING RULES IMPLICATIONS

THE INDEPENDENT BOARD COMMITTEE

OUR INDEPENDENCE

BASIS OF OUR ADVICE

PRINCIPAL FACTORS TAKEN INTO CONSIDERATION

1. Background information of the Group

FY2023 vs FY2022

1H2024 vs 1H2023

2. Background information of Sunac China

3. Reasons for and benefits of the Continuing Connected Transactions

4. Principal terms of the Property Management Services Framework Agreement

Historical actual transactions amount

Caps Computation

5. Internal control measures and review of the Continuing Connected Transactions

Review by the external auditors and the independent non-executive Directors

OPINION AND RECOMMENDATION

1. RESPONSIBILITY STATEMENT

2. DISCLOSURE OF INTERESTS

(a) Directors' interests and short positions in the securities of the Company and its associated corporations

(i) Interests in Shares of the Company

3. DIRECTORS' COMPETING INTERESTS

4. DIRECTORS' INTERESTS IN ASSETS

5. DIRECTORS' SERVICE CONTRACTS

6. DIRECTORS' INTERESTS IN CONTRACT OR ARRANGEMENT OF SIGNIFICANCE

7. MATERIAL ADVERSE CHANGE

8. EXPERT AND CONSENT

9. MISCELLANEOUS

10. DOCUMENT ON DISPLAY

SUNAC

融创服务

SUNAC SERVICES HOLDINGS LIMITED

融創服務控股有限公司

ORDINARY RESOLUTION

“THAT:

More from Sunac Services Holdings Limited

Sunac Services Holdings Limited Proxy Solicitation & Information Statement 2024