Sunac China : DISCLOSEABLE TRANSACTION - UPDATE ON COOPERATION WITH ZHANGTAI GROUP

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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)

DISCLOSEABLE TRANSACTION

UPDATE ON COOPERATION WITH ZHANGTAI GROUP

Reference is made to the announcement of Sunac China Holdings Limited (the "Company") dated 16 April 2021 (the "Previous Announcement") in relation to the cooperation between Sunac Southwest Group and Zhangtai Group. Capitalized terms used in this announcement have the same meanings defined in the Previous Announcement, unless otherwise defined.

On 26 April 2021, Sunac Southwest Group designated Nanning Rongrui Real Estate Development Co., Ltd.* (南寧融瑞房地產開發有限公司, "Nanning Rongrui", a wholly-owned subsidiary of the Company) to establish a platform company (Guangxi Zhangtai Sunac Investment Development Co., Ltd.* (廣西彰泰融創投資開發有限公司)) as the Joint Venture with a registered capital of RMB3.2 billion contributed by Nanning Rongrui.

According to the preliminary results of due diligence review, on 7 May 2021, Sunac Southwest Group, Nanning Rongrui, Zhangtai Group and its wholly-owned subsidiaries, and the Joint Venture entered into the Formal Agreement in relation to the Cooperation, pursuant to which the total capital to be invested by Nanning Rongrui to the Joint Venture (the "Dedicated Fund") was reduced to approximately RMB9.17 billion from approximately RMB9.91 billion. The reduction was mainly due to the reduction in adjusted Contribution made by Zhangtai Group and the Sales Profit, leading to a corresponding reduction in the amount of specific borrowing to be provided by Nanning Rongrui.

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The Dedicated Fund will be satisfied in the following manner:

1. 30% of the Dedicated Fund shall be paid by Nanning Rongrui through contributing to the registered capital of the Joint Venture, amounting to approximately RMB2.75 billion:
2. 1. Nanning Rongrui will pay RMB1 billion to the Joint Venture before 11 May 2021, of which the Deposit in the amount of RMB0.6 billion paid by Sunac Southwest Group shall be transferred by Zhangtai Group to the Joint Venture as a portion of the registered capital contributed by Nanning Rongrui. Therefore, the actual amount payable by Nanning Rongrui will be RMB0.4 billion;
   2. Nanning Rongrui will pay the remaining Dedicated Fund of approximately RMB1.75 billion based on the progress of the Joint Venture in acquiring the corresponding Target Equity Interests and Target Debts before 21 May 2021;

1. 30% of the Dedicated Fund shall be paid by Nanning Rongrui through contributing to the registered capital of the Joint Venture and providing a specific borrowing in the aggregate amount of approximately RMB2.75 billion before 30 July 2021; and
2. Nanning Rongrui shall provide a specific borrowing in the amount of approximately RMB3.67 billion to the Joint Venture for the payment of the remaining 40% of the Dedicated Fund before 3 January 2022.

• For identification purposes only

By order of the Board

Sunac China Holdings Limited

SUN Hongbin

Chairman

Hong Kong, 7 May 2021

As at the date of this announcement, the executive directors of the Company are Mr. SUN Hongbin, Mr. WANG Mengde, Mr. JING Hong, Mr. CHI Xun, Mr. TIAN Qiang, Mr. SHANG Yu, Mr. HUANG Shuping and Mr. SUN Kevin Zheyi; and the independent non-executive directors of the Company are Mr. POON Chiu Kwok, Mr. ZHU Jia, Mr. MA Lishan and Mr. YUAN Zhigang.

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