香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確性 或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何部份內容而產生或因倚 賴該等內容而引致的任何損失承擔任何責任。 本公告並不構成在美國或任何其他司法權區提呈出售或招攬提呈購買任何證券。倘未根據任何 該等司法權區的證券法辦理登記或未獲批准而於上述地區進行上述提呈、招攬或出售即屬違 法。本公告所述的證券不會根據證券法登記，而除獲豁免證券法的登記規定或不受該登記規定 所規限的交易外，不得在美國提呈發售或出售。於美國公開發售任何證券將須以招股章程形式 作出。該招股章程將載有關於提呈發售的公司以及其管理及財務報表的詳細資料。本公司無意 於美國進行任何證券的公開發售。 本公告及有關據此提呈發行票據之任何其他文件或資料並非由英國《二零零零年金融服務與市 場法》（經修訂）（「FSMA」） 第 21條所界定之認可人士發佈，而有關文件及╱或資料亦未經其批 准。因此，有關文件及╱或資料並不會向英國公眾人士派發，亦不得向英國公眾人士傳遞。有 關文件及╱或資料僅作為財務推廣向在英國擁有相關專業投資經驗及屬於《二零零零年金融服 務與市場法》二零零五年（財務推廣）命令（經修訂）（「財務推廣命令」） 第 19(5)條所界定之投資 專業人士，或屬於財務推廣命令第49(2)(a)至(d)條範圍之人士，或根據財務推廣命令可以其他 方式合法向其發佈有關文件及╱或資料的任何其他人士（所有上述人士統稱為「有關人士」） 發 佈。於英國，據此提呈發售之票據僅針對有關人士作出，而本公告涉及之任何投資或投資活動 將僅與有關人士進行。任何在英國並非有關人士之人士不應根據本公告或其任何內容採取行動 或加以依賴。 SUNAC CHINA HOLDINGS LIMITED 融創中國控股有限公司 （於開曼群島註冊成立的有限公司） （股票代碼：01918） 海外監管公告 本海外監管公告乃根據香港聯合交易所有限公司（「聯交所」）證券上市規則（「上 市規則」） 第 13.10B條刊發。 茲提述融創中國控股有限公司（「本公司」） 於 2019年4月8日及2019年4月9日刊發 的公告（「該等公告」），內容有關發行2023年10月到期的7.5億美元7.95%優先票 據。除另有界定者外，本公告所用的所有詞彙與該等公告所界定者具有相同涵義。 請參閱隨附日期為2019年4月8日有關票據發行的發售備忘錄（「發售備忘錄」）， 其 已在新加坡證券交易所有限公司網站刊登。 於聯交所網站刊登發售備忘錄僅為促使向香港投資者同步發佈資料並遵守上市規 則第13.10B條，且概無任何其他目的。 1 發售備忘錄並不構成向任何司法權區的公眾人士提呈發售任何證券的招股章程、 通告、通函、手冊或廣告，亦非邀請公眾人士提出認購或購買任何證券的要約， 且不旨在邀請公眾人士提出認購或購買任何證券的要約。 發售備忘錄不得被視作促使認購或購買本公司任何證券，亦不擬構成有關促使。 概不得根據發售備忘錄所載的資料作出任何投資決定。 承董事會命 融創中國控股有限公司 主席 孫宏斌 香港，二零一九年四月十八日 於本公告日期，本公司執行董事為孫宏斌先生、汪孟德先生、荊宏先生、遲迅先 生、田強先生、商羽先生、黃書平先生及孫喆一先生；及本公司獨立非執行董事 為潘昭國先生、竺稼先生、李勤先生及馬立山先生。 2 IMPORTANT NOTICE NOT FOR DISTRIBUTION IN THE UNITED STATES IMPORTANT: You must read the following before continuing. The following applies to the offering memorandum (the “offering memorandum”) following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of this offering memorandum. In accessing this offering memorandum, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES REFERRED TO IN THIS OFFERING MEMORANDUM HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. The offering memorandum is not a prospectus for the purposes of the European Union’s Directive 2003/71/EC (as amended or superseded) as implemented in member states of the European Economic Area (the “EEA”). The communication of the attached document and any other document or materials relating to the issue of the securities described therein is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the United Kingdom’s Financial Services and Markets Act 2000, as amended (“FSMA”). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom who have professional experience in matters relating to investors and who fall within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”)), or who fall within Article 49(2)(a) to (d) of the Financial Promotion Order, or who are any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, the securities described in the attached document are only available to, and any investment or investment activity to which the attached document relates will be engaged in only with, relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on the attached document or any of its contents. Prohibition of sales to EEA retail investors – The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended (“MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97, as amended or superseded (the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014, as amended (the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. MiFID II product governance/Professional investors and ECPs only target market – Solely for the purposes of the manufacturer’s product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a “distributor”) should take into consideration the manufacturer’s target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer’s target market assessment) and determining appropriate distribution channels. Notification under Section 309B(1)(c) of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”) – the Company has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Notes are prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products). THIS OFFERING MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES LAWS OF APPLICABLE JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORIZED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED HEREIN. Confirmation and your representation: In order to be eligible to view this offering memorandum or make an investment decision with respect to the securities, you must comply with the following provisions. By accepting the e-mail and accessing this offering memorandum, you shall be deemed to have represented to the issuer and The Hongkong and Shanghai Banking Corporation Limited, Morgan Stanley & Co. International plc, China CITIC Bank International Limited, China Industrial Securities International Brokerage Limited, CMB International Capital Limited, Deutsche Bank AG, Hong Kong Branch, Guotai Junan Securities (Hong Kong) Limited, ICBC International Securities Limited and Nomura International (Hong Kong) Limited (the “Joint Bookrunners”, “Joint Lead Managers” and “Initial Purchasers”) that (i) you and any customers you represent are outside the United States and the e-mail address that you gave us and to which this e-mail has been delivered is not located in the United States, (ii) to the extent you purchase the securities described in this offering memorandum, you will be doing so in an offshore transaction (as defined in Regulation S), and (iii) you consent to delivery of such offering memorandum by electronic transmission. The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the Initial Purchasers or any affiliate of the Initial Purchasers is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the Initial Purchasers or such affiliate, as the case may be, on behalf of the issuer in such jurisdiction. This offering memorandum has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and, consequently, none of the Initial Purchasers, any person who controls or is otherwise affiliated with any of them, or any of their respective directors, officers, employees or agents