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SUNAC CHINA HOLDINGS LIMITED 融創中國控股有限公司 (Incorporated in the Cayman Islands with Limited Liability) (Stock Code: 01918)

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SUNAC CHINA HOLDINGS LIMITED 融創中國控股有限公司 (Incorporated in the Cayman Islands with Limited Liability) (Stock Code: 01918) THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt about any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional advisers. If you have sold or transferred all your shares in Sunac China Holdings Limited, you should at once hand this circular together with the enclosed form of proxy to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s). 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. This circular appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities. SUNAC CHINA HOLDINGS LIMITED 融創中國控股有限公司 (incorporated in the Cayman Islands with limited liability) (Stock Code: 01918) (1) CONNECTED TRANSACTION — PROPOSED SHARE ISSUANCE UNDER SPECIFIC MANDATE AND (2) APPLICATION FOR WHITEWASH WAIVER Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders Capitalised terms used on this cover shall have the same meanings as those defined in the section headed “Definition” in this circular, unless the context requires otherwise. A letter from the Board is set out on pages 5 to 13 of this circular. A letter from the Independent Board Committee containing its recommendation to the Independent Shareholders is set out on pages 14 to 15 of this circular. A letter of advice from Quam Capital to the Independent Board Committee and the Independent Shareholders is set out on pages 16 to 37 of this circular. A notice convening the EGM of Sunac China Holdings Limited to be held at Conference Hall, 16/F, Building A, Far East International Plaza, No. 319 Xianxia Road, Shanghai, the PRC on 2 November 2016 (Wednesday) at 10 a.m. is set out on pages 209 to 211 of this circular. A form of proxy for use by the Shareholders at the EGM is also enclosed. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk). Whether or not you are able to attend and vote at the EGM in person, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude Shareholders from attending and voting at the EGM or any adjournment thereof (as the case may be) if they so wish. 17 October 2016 CONTENTS Page Definitions ............................................................... 1 Letter from the Board ..................................................... 5 Letter from the Independent Board Committee .................................. 14 Letter from Quam Capital .................................................. 16 Appendix I — Financial information of the Group .......................... 38 Appendix II — Summary of property valuation of the Group .................. 171 Appendix III — General information ...................................... 190 Notice of EGM ........................................................... 209 —i— DEFINITIONS In this circular, the following expressions shall have the meanings set out below unless the context requires otherwise: “Announcement” the announcement of the Company dated 26 September 2016 in relation to, among other matters, the Subscription and the Whitewash Waiver “associate(s)” has the meaning ascribed to it under the Listing Rules “Board” the board of Directors “Business Day(s)” any day(s) (excluding Saturday, Sunday and public holiday and any day on which a tropical cyclone warning signal number 8 or above is hoisted or on which a “black” rainstorm warning signal is in force between 9:00 a.m. and 5:00 p.m.) on which banks are generally open for business in Hong Kong “Company” Sunac China Holdings Limited, a company incorporated in the Cayman Islands with limited liability, and the issued Shares of which are listed on the Main Board of the Stock Exchange (stock code: 1918) “Completion” the completion of the issue and subscription of the Subscription Shares in accordance with the terms and conditions of the Subscription Agreement “Completion Date” the day on which the completion of Subscription takes place, which shall be not later than the 10th Business Day after the date on which all the conditions precedent to the Subscription Agreement are fulfilled or such other date as the Company and the Subscriber may agree in writing “connected person(s)” has the meaning ascribed to it under the Listing Rules “controlling shareholder(s)” has the meaning ascribed to it under the Listing Rules “Director(s)” director(s) of the Company “Executive” the Executive Director of the Corporate Finance Division of the SFC or any delegate of the Executive Director “EGM” an extraordinary general meeting of the Company to be convened to consider and, if thought fit, to approve the Subscription and the Whitewash Waiver “Group” the Company and its subsidiaries “HK$” Hong Kong dollars, the lawful currency of Hong Kong —1— DEFINITIONS “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Independent Board Committee” an independent board committee of the Company comprising all the non-executive Director and the independent non-executive Directors which has been established to advise the Independent Shareholders as to whether the Subscription and the Whitewash Waiver are fair and reasonable and as to voting “Independent Financial Adviser” Quam Capital Limited, a corporation licensed to carry on type or “Quam Capital” 6 (advising on corporate finance) regulated activities under the SFO, the independent financial adviser appointed to advise the Independent Board Committee and the Independent Shareholders in connection with the Subscription and the Whitewash Waiver “Independent Shareholders” Shareholders other than (i) the Subscriber Concert Group; and (ii) any Shareholder who is involved in or interested in the Subscription or the Whitewash Waiver, and their respective associates “Last Trading Day” 26 September 2016, being the last day on which the Shares were traded on the Stock Exchange before prior to the entering into of the Subscription Agreement “Latest Practicable Date” 13 October 2016, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information for inclusion in this circular “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “Long Stop Date” 31 December 2016 or such other date as the Company and the Subscriber may agree in writing “Mr. Sun” Mr. Sun Hongbin, the chairman of the Board and an executive Director “PRC” The People’s Republic of China “Registrar” the branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong “Relevant Period” the period commencing from 26 March 2016, being six months before the date of the Announcement and up to and including the Latest Practicable Date —2— DEFINITIONS “RMB” Renminbi, the lawful currency of the PRC “SFC” the Securities and Futures Commission of Hong Kong “SFO” Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong “Share(s)” ordinary share(s) of HK$0.1 each in the share capital of the Company “Shareholder(s)” holder(s) of the Share(s) “Share Option(s)” the outstanding option(s) held by the holders under the Share Option Schemes entitling them to subscribe for a total of 104,716,440 Shares as at the Latest Practicable Date “Share Option Schemes” the share option scheme adopted by the Company at the annual general meeting held on 29 April 2011 and the share option scheme adopted by the Company at the annual general meeting held on 19 May 2014 “Stock Exchange” The Stock Exchange of Hong Kong Limited “Subscriber” Sunac International Investment Holdings Ltd, a company incorporated in the British Virgin Islands with limited liability, being the subscriber as named in the Subscription Agreement and the controlling Shareholder of the Company wholly-owned by Mr. Sun “Subscriber Concert Group” the Subscriber, Mr. Sun and parties acting in concert with any of them “Subscription” the subscription of the Subscription Shares by the Subscriber pursuant to the terms of the Subscription Agreement “Subscription Agreement” the subscription agreement dated 26 September 2016 entered into between the Company and the Subscriber in connection with the subscription of 453,074,433 new Shares by the Subscriber “Subscription Price” HK$6.18 per Subscription Share “Subscription Shares” a total of 453,074,433 new Shares to be subscribed by the Subscriber pursuant to the Subscription Agreement
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