Sunac China : ISSUANCE OF US$500 MILLION 6.65% SENIOR NOTES DUE 2024

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

This announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States or any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The securities referred to herein will not be registered under the Securities Act, and may not be offered or sold in the United States except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act. Any public offering of securities to be made in the United States will be made by means of a prospectus. Such prospectus will contain detailed information about the company making the offer and its management and financial statements. The Company does not intend to make any public offering of securities in the United States.

The communication of this announcement and any other document or materials relating to the issue of the Notes offered hereby 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 (the "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 investments 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 Notes offered hereby are only available to, and any investment or investment activity to which this announcement 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 this announcement or any of its contents.

ISSUANCE OF US$500 MILLION 6.65% SENIOR NOTES DUE 2024

On 29 July 2020, the Company, the Subsidiary Guarantors and the Subsidiary Guarantor Pledgors entered into the Purchase Agreement with Morgan Stanley, Barclays, China CITIC Bank International, China Industrial Securities International, CMB International, Credit Suisse, Guotai Junan International and HSBC in connection with the issuance of US$500 million 6.65% senior notes due 2024.

Approval in principle has been received from the SGX-ST for the listing and quotation of the Notes on the SGX-ST. The SGX-ST assumes no responsibility for the correctness of any of the statements made, opinions expressed or reports contained herein. Approval in principle from, admission to the Official List of, and listing and quotation of the Notes on, the SGX-ST are not to be taken as an indication of the merits of the offering, the Company, the Subsidiary Guarantors, the JV Subsidiary Guarantors (if any) or any of their respective associated companies (if any), the Notes, the Subsidiary Guarantees or the JV Subsidiary Guarantees (if any). No listing of the Notes has been, or will be, sought in Hong Kong.

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The Board is pleased to announce that on 29 July 2020, the Company, together with the Subsidiary Guarantors and the Subsidiary Guarantor Pledgors, entered into the Purchase Agreement with the Joint Global Coordinators and the Joint Bookrunners in connection with the issuance of US$500 million 6.65% senior notes due 2024.

Details of the Purchase Agreement and the Notes Issue are set forth below.

PURCHASE AGREEMENT

Date

29 July 2020

Parties to the Purchase Agreement

1. the Company as issuer;
2. the Subsidiary Guarantors;
3. the Subsidiary Guarantor Pledgors;
4. Morgan Stanley;
5. Barclays;
6. China CITIC Bank International;
7. China Industrial Securities International;
8. CMB International;
9. Credit Suisse;
10. Guotai Junan International; and
11. HSBC.

Morgan Stanley, Barclays, China CITIC Bank International, China Industrial Securities International, CMB International, Credit Suisse, Guotai Junan International and HSBC are the joint global coordinators and joint bookrunners in respect of the offer and sale of the Notes. They are also the initial purchasers of the Notes. To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, each of the Joint Global Coordinators and the Joint Bookrunners is an independent third party and not a connected person of the Company.

The Notes have not been, and will not be, registered under the Securities Act. The Notes will only be offered outside the United States in accordance with Regulation S under the Securities Act. None of the Notes will be offered to the public in Hong Kong and none of the Notes will be placed to any connected persons of the Company.

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Principal terms of the Notes

Notes offered

Subject to certain conditions to completion, the Company will issue the Notes in the aggregate principal amount of US$500 million which will mature on 3 August 2024, unless earlier redeemed pursuant to the terms thereof.

Issue price

The issue price of the Notes will be 99.310% of the principal amount thereof.

Interest

The Notes will bear interest from and including 3 August 2020 at the rate of 6.65% per annum, payable semi-annually in arrears on 3 February and 3 August of each year, commencing on 3 February 2021.

Ranking of the Notes

The Notes will be general obligations of the Company and will be guaranteed by the Subsidiary Guarantors and the JV Subsidiary Guarantors (if any) on a senior basis and will be secured by the Collateral, subject to release under certain circumstances.

The Notes will (1) rank senior in right of payment to any existing and future obligations of the Company expressly subordinated in right of payment to the Notes, (2) rank at least pari passu in right of payment with the Existing Pari Passu Secured Indebtedness and all other unsecured, unsubordinated indebtedness of the Company (subject to any priority rights of such unsecured, unsubordinated indebtedness pursuant to applicable law), (3) be effectively subordinated to the other secured obligations (if any) of the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors (if any), to the extent of the value of the assets serving as security therefor (other than the Collateral), and (4) be effectively subordinated to all existing and future obligations of the subsidiaries of the Company which are not providing guarantees under the Notes.

Covenants

The Notes, the Indenture and the guarantees provided by the Subsidiary Guarantors and the JV Subsidiary Guarantors (if any) will limit the Company's ability and the ability of certain of its subsidiaries to, among other things:

1. incur or guarantee additional indebtedness and issue disqualified or preferred stock;
2. make investments or other specified restricted payments;
3. issue or sell capital stock of certain of the Company's subsidiaries;
4. guarantee indebtedness of certain of the Company's subsidiaries;
5. sell assets;
6. create liens;
7. enter into sale and leaseback transactions;

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1. enter into agreements that restrict certain of the Company's subsidiaries' ability;
2. pay dividends, transfer assets or make intercompany loans;
3. enter into transactions with shareholders or affiliates; and
4. effect a consolidation or merger.

Optional Redemption

The Notes may be redeemed in the following circumstances:

1. At any time and from time to time on or after 3 August 2022, the Company may redeem the Notes, in whole or in part, at a redemption price equal to the percentage of principal amount set forth below plus accrued and unpaid interest, if any, to (but not including) the redemption date if redeemed during the twelve month period beginning on 3 August of each of the years indicated below.

Year	Redemption Price
2022	103%
2023	101%

1. At any time prior to 3 August 2022, the Company may at its option redeem the Notes, in whole but not in part, at a redemption price equal to 100% of the principal amount of the Notes plus the customary make whole premium as of, and accrued and unpaid interest, if any, to (but not including) the redemption date.
2. At any time and from time to time prior to 3 August 2022, the Company may redeem up to 35% of the aggregate principal amount of the Notes at a redemption price of 106.65% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to (but not including) the redemption date, with the proceeds from sales of certain kinds of its capital stock, subject to certain conditions.

Repurchase upon change of control

Upon the occurrence of certain events constituting a change of control of the Company (as defined in the Notes) as result of which there is a decline in the rating of the Notes, the Company must make an offer to repurchase all outstanding Notes at a purchase price equal to 101% of their principal amount plus accrued and unpaid interest, if any, to (but not including) the repurchase date.

Events of Default

The Notes contain certain customary events of default, including default in the payment of principal, or of any premium, on the Notes, when such payments become due, default in payment of interest which continues for 30 days, breaches of covenants, insolvency and other events of default specified in the Indenture. If an event of default occurs and is continuing, the trustee under the Indenture, as the case may be, or the holders of at least 25% of the Notes may declare the principal of the Notes plus any accrued and unpaid interest and premium (if any) to be immediately due and payable.

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USE OF PROCEEDS FROM THE NOTES ISSUE

The proceeds from the Notes Issue are intended to be used for refinancing the Group's mid-term and long-term offshore indebtedness which matures within a year.

LISTING

Approval in principle has been received from the SGX-ST for the listing and quotation of the Notes on the SGX-ST. The SGX-ST assumes no responsibility for the correctness of any of the statements made, opinions expressed or reports contained herein. Approval in principle from, admission to the Official List of, and listing and quotation of the Notes on, the SGX-ST are not to be taken as an indication of the merits of the offering, the Company, the Subsidiary Guarantors, the JV Subsidiary Guarantors (if any) or any of their respective associated companies (if any), the Notes, the Subsidiary Guarantees or the JV Subsidiary Guarantees (if any). No listing of the Notes has been, or will be, sought in Hong Kong.

DEFINITIONS

In this announcement, the following expressions have the meanings set out below unless the context otherwise requires:

"2024 Notes"	the 7.5% senior notes due 2024 in the aggregate principal amount of
	US$650 million issued by the Company
"April 2023 Notes"	the 8.35% senior notes due 2023 in the aggregate principal amount of
	US$650 million issued by the Company
"August 2020 Notes"	the 6.875% senior notes due 2020 in the aggregate principal amount of
	US$400 million issued by the Company
"August 2022 Notes"	the 7.95% senior notes due 2022 in the aggregate principal amount of
	US$600 million issued by the Company
"Barclays"	Barclays Bank PLC, one of the Joint Global Coordinators and Joint
	Bookrunners in respect of the Notes Issue
"Board"	the board of Directors
"China CITIC Bank	China CITIC Bank International Limited, one of the Joint Global
International"	Coordinators and Joint Bookrunners in respect of the Notes Issue
"China Industrial	China Industrial Securities International Brokerage Limited, one of
Securities	the Joint Global Coordinators and Joint Bookrunners in respect of the
International"	Notes Issue
"CMB International"	CMB International Capital Limited, one of the Joint Global
	Coordinators and Joint Bookrunners in respect of the Notes Issue
"Collateral"	the charge over shares of the Subsidiary Guarantors

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"Collateral Agent"

"Company"

has the meaning given to it in the Intercreditor Agreement

Sunac China Holdings Limited (融創中國控股有限公司), a company incorporated under the laws of the Cayman Islands with limited liability, and the shares of which are listed on the main board of the Stock Exchange (stock code: 01918)

"connected person(s)"	has the meaning ascribed to it under the Listing Rules
"Credit Suisse"	Credit Suisse (Hong Kong) Limited, one of the Joint Global
	Coordinators and Joint Bookrunners in respect of the Notes Issue
"Directors"	the directors of the Company
"Existing Pari	the August 2020 Notes, the January 2021 Notes, the July 2021 Notes,
Passu Secured	the February 2022 Notes, the June 2022 Notes, the August 2022
Indebtedness"	Notes, the April 2023 Notes, the July 2023 Notes, the October 2023
	Notes, the 2024 Notes, the January 2025 Notes, the July 2025 Notes
	and other indebtedness (other than the Notes) which holders (or their
	representatives or agents) have become a Secured Party under the
	Intercreditor Agreement as of the issue date of the Notes
"February 2022 Notes"	the 7.875% senior notes due 2022 in the aggregate principal amount of
	US$800 million issued by the Company
"Group"	the Company and its subsidiaries
"Guotai Junan	Guotai Junan Securities (Hong Kong) Limited, one of the Joint Global
International"	Coordinators and Joint Bookrunners in respect of the Notes Issue
"Hong Kong"	the Hong Kong Special Administrative Region of the People's Republic
	of China
"HSBC"	The Hongkong and Shanghai Banking Corporation Limited, one of
	the Joint Global Coordinators and Joint Bookrunners in respect of the
	Notes Issue
"Indenture"	the written agreement among the Company, the Subsidiary Guarantors
	and the trustee that specifies the terms of the Notes including the
	interest rate and the maturity date of the Notes
"Intercreditor	an intercreditor agreement dated as of 5 April 2013, among the
Agreement"	Company, the Subsidiary Guarantor Pledgors, the Collateral Agent and
	DB Trustees (Hong Kong) Limited, as so amended, supplemented or
	modified from time to time
"January 2021 Notes"	the 8.375% senior notes due 2021 in the aggregate principal amount of
	US$600 million issued by the Company

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"January 2025 Notes"

"Joint Bookrunners"

the 6.5% senior notes due 2025 in the aggregate principal amount of US$540 million issued by the Company

Morgan Stanley, Barclays, China CITIC Bank International, China Industrial Securities International, CMB International, Credit Suisse, Guotai Junan International and HSBC

"Joint Global	Morgan Stanley, Barclays, China CITIC Bank International, China
Coordinators"	Industrial Securities International, CMB International, Credit Suisse,
	Guotai Junan International and HSBC
"July 2021 Notes"	the 7.35% senior notes due 2021 in the aggregate principal amount of
	US$650 million issued by the Company
"July 2023 Notes"	the 6.5% senior notes due 2023 in the aggregate principal amount of
	US$600 million issued by the Company
"July 2025 Notes"	the 7.0% senior notes due 2025 in the aggregate principal amount of
	US$400 million issued by the Company
"June 2022 Notes"	the 7.25% senior notes due 2022 in the aggregate principal amount of
	US$600 million issued by the Company
"JV Subsidiary	the guarantees to be provided by the JV Subsidiary Guarantors in
Guarantees"	respect of the Notes
"JV Subsidiary	subsidiaries of the Company that will in the future provide limited-
Guarantors"	recourse guarantee for the Notes
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock Exchange
"Morgan Stanley"	Morgan Stanley & Co. International plc, one of the Joint Global
	Coordinators and Joint Bookrunners in respect of the Notes Issue
"Notes"	the 6.65% senior notes due 2024 in the aggregate principal amount of
	US$500 million to be issued by the Company
"Notes Issue"	the issue of the Notes
"October 2023 Notes"	the 7.95% senior notes due 2023 in the aggregate principal amount of
	US$750 million issued by the Company
"PRC"	the People's Republic of China (excluding, for the purpose of this
	announcement, Hong Kong, Macao and Taiwan)

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"Purchase Agreement"	the agreement dated 29 July 2020 entered into among the Company, the
	Joint Global Coordinators and the Joint Bookrunners, the Subsidiary
	Guarantors and the Subsidiary Guarantor Pledgors in relation to the
	Notes Issue
"Regulation S"	Regulation S under the Securities Act
"Secured Party"	has the meaning given to it in the Intercreditor Agreement
"Securities Act"	the United States Securities Act of 1933, as amended
"SGX-ST"	Singapore Exchange Securities Trading Limited
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Subsidiary	the guarantees to be provided by the Subsidiary Guarantors in respect
Guarantees"	of the Notes
"Subsidiary	certain subsidiaries of the Company organized outside the PRC which
Guarantors"	will jointly and severally guarantee the Company's obligations under
	the Notes
"Subsidiary Guarantor	certain Subsidiary Guarantors that will provide pledges over the shares
Pledgors"	of the Subsidiary Guarantors held by them to secure the obligations of
	such Subsidiary Guarantors under their guarantees for the Notes
"United States"	United States of America
"US$"	United States dollar, the lawful currency of the United States
"%"	per cent.
	By order of the Board
	Sunac China Holdings Limited
	SUN Hongbin
	Chairman
Hong Kong, 30 July 2020

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. LI Qin and Mr. MA Lishan.

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