Sunac China : DISCLOSEABLE TRANSACTION - 1) ACQUISITION OF 51% EQUITY INTEREST IN THE TARGET COMPANIES HELD BY YMCI; AND 2) COOPERATION ARRANGEMENT WITH INDIVIDUAL SHAREHOLDERS HOLDING 49% EQUITY INTEREST IN THE TARGET COMPANIES

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.

DISCLOSEABLE TRANSACTION

1. 1. ACQUISITION OF 51% EQUITY INTEREST IN THE TARGET COMPANIES HELD BY YMCI; AND
2. COOPERATION ARRANGEMENT WITH INDIVIDUAL SHAREHOLDERS HOLDING 49% EQUITY INTEREST IN THE TARGET COMPANIES

The Board is pleased to announce that on 27 November 2019, Sunac Southwest Group (an indirect wholly-owned subsidiary of the Company) received the Notification of Transaction Result from YNEX, confirming that Sunac Southwest Group is the transferee of 51% equity interest each in Global Century and Times Global, pursuant to which, Sunac Southwest Group will acquire 51% equity interest in each of the Target Companies held by YMCI at an aggregate consideration of approximately RMB15.269 billion（the "Equity Transaction").

The Target Companies and their subsidiaries are principally engaged in the development and operation of real estate projects, and have developed 18 Target Projects with a total gross floor area of approximately 30.716 million sq.m. in Chengdu, Wuhan, Changsha, Kunming and other cities, of which, the saleable gross floor area is approximately 27.716 million sq.m., accounting for approximately 90% of the total gross floor area. As at the date of this announcement, the unsold gross floor area is approximately 23.901 million sq.m.

Upon completion of the Equity Transaction, Sunac Southwest Group will hold 51% equity interest in the Target Companies, and the six Individual Shareholders will continue to, in aggregate, hold 49% equity interest in the Target Companies. The Target Companies will become indirect subsidiaries of the Company.

In addition, Sunac Southwest Group entered into agreements with the six Individual Shareholders, pursuant to which, the Individual Shareholders agreed that upon completion of the Target Equity transfer, the Group shall be fully responsible for the operation and management of the Target Companies and the Target Projects; within thirty days upon completion of the Target Equity transfer, the Target Companies shall declare to distribute a profit of RMB7.143 billion to Sunac Southwest Group (consisting of approximately RMB3.643 billion which shall be distributed to Sunac Southwest Group on a pro rata basis and an excess profit of approximately RMB3.5 billion) (the "Cooperation Arrangement").

- 1 -

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios in respect of the Transactions exceed 5% but all the applicable percentage ratios are less than 25%, the Transactions constitute discloseable transactions of the Company under Chapter 14 of the Listing Rules and are therefore subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

1. INTRODUCTION

The Board is pleased to announce that on 27 November 2019, Sunac Southwest Group (an indirect wholly-owned subsidiary of the Company) received the Notification of Transaction Result from YNEX, confirming that Sunac Southwest Group is the transferee of 51% equity interest each in Global Century and Times Global, pursuant to which, Sunac Southwest group will acquire 51% equity interest in each of the Target Companies held by YMCI at an aggregate consideration of approximately RMB15.269 billion（the "Equity Transaction").

The Target Companies and their subsidiaries are principally engaged in the development and operation of real estate projects, and have developed 18 Target Projects with a total gross floor area of approximately 30.716 million sq.m. in Chengdu, Wuhan, Changsha, Kunming and other cities, of which, the saleable gross floor area is approximately 27.716 million sq.m., accounting for approximately 90% of the total gross floor area. As at the date of this announcement, the unsold gross floor area is approximately 23.901 million sq.m.

Upon completion of the Equity Transaction, Sunac Southwest Group will hold 51% equity interest in the Target Companies, and the six Individual Shareholders will continue to, in aggregate, hold 49% equity interest of the Target Companies. The Target Companies will become indirect subsidiaries of the Company.

In addition, Sunac Southwest Group entered into agreements with the six Individual Shareholders, pursuant to which, the Individual Shareholders agreed that upon completion of the Target Equity transfer, the Group shall be fully responsible for the operation and management of the Target Companies and the Target Projects; within thirty days upon completion of the Target Equity transfer, the Target Companies shall declare to distribute a profit of RMB7.143 billion to Sunac Southwest Group (consisting of approximately RMB3.643 billion which shall be distributed to Sunac Southwest Group on a pro rata basis and an excess profit of approximately RMB3.5 billion to Sunac Southwest Group) (the "Cooperation Arrangement").

- 2 -

2. THE EQUITY TRANSACTION

The Group received the Notification of Transaction Result from YNEX, pursuant to the announcement published by YNEX, the principal terms of the Equity Transaction are as follows:

1. Date of the Notification of Transaction Result 27 November 2019
2. Parties to the Equity Transaction Contracts to be Signed Transferee: Sunac Southwest Group
   Transferor: YMCI
   To the best of the Directors' knowledge, information and belief and having made all reasonable enquiries, each of YMCI and its ultimate beneficial owners is a third party independent of the Company and connected persons of the Company.
3. Assets to be Acquired
   51% equity interest in each of the Target Companies
4. Consideration for the Equity Transaction and Payment
   The consideration for the Equity Transaction is approximately RMB15.269 billion, which will be satisfied by internal resources of the Group.
   The consideration for the Equity Transaction will be paid to the designated account of YMCI in the following manner:
5. 1. as at the date of this announcement, Sunac Southwest Group paid approximately RMB1 billion as bidding deposit and received the Notification of Transaction Result from YNEX. The Equity Transaction Contracts shall be signed and become effective within 3 business days from the date of receipt of the Notification of Transaction Result, and the bidding deposit in the amount of RMB1 billion shall be converted into the consideration for the Equity Transaction after the Equity Transaction Contracts become effective;
   2. within five business days from the effective date of the Equity Transaction Contracts, 46% of the Equity Transaction consideration in the amount of approximately RMB7 billion shall be paid (the "First Consideration");

- 3 -

1. within fifteen business days from the effective date of the Equity Transaction Contracts, 13% of the Equity Transaction consideration in the amount of approximately RMB2 billion shall be paid; and
2. within one year from the effective date of the Equity Transaction Contracts, the remaining consideration for the Equity Transaction in the amount of approximately RMB5.269 billion shall be paid.

Except for the First Consideration, Sunac Southwest Group shall pay interest accrued on the remaining consideration for the Equity Transaction during the deferred payment period at a rate of 10% per annum to YMCI, and provide legal and valid security and guarantees as recognized by YMCI.

1. Completion of Target Equity Transfer
   Within fifteen business days from the settlement date of the First Consideration made by Sunac Southwest Group, YMCI shall complete the registration procedures of releasing the share charge on the Target Equity (the "Share Charge"). Within five business days after releasing the Share Charge, YMCI shall assist Sunac Southwest Group in completing the registration procedures of the transfer of the Target Equity to Sunac Southwest Group with the relevant Industry and Commerce Bureau.
2. Liabilities Guarantee
   The mutual guarantees among YMCI, the Target Companies and Relevant Companies shall be released in the following manner:
3. 1. Within six months after the execution of the Equity Transaction Contracts, YMCI shall be responsible for releasing all guarantee provided by the Target Companies in favour of YMCI. As at the date of this announcement, the total amount of guarantee was approximately RMB5.280 billion; and
   2. within six months after the execution of the Equity Transaction Contracts, Sunac Southwest Group and the Individual Shareholders shall be jointly responsible for releasing all guarantee provided by YMCI in favour of the Target Companies and Relevant Companies (the "Guarantee"). As at the date of this announcement, the total amount of guarantee was approximately RMB15.693 billion.

Before Sunac Southwest Group and the Individual Shareholders releasing the Guarantee, Sunac Southwest Group and the Individual Shareholders shall provide certain legal and valid security and guarantees as recognized by YMCI.

- 4 -

2.7 Establishment of a Partnership

According to the bidding requirements, Sunac Southwest Group shall enter into the Partnership Agreement with 雲南省水務產業投資有限公司 (Yunnan Province Water Industry Investment Co., Ltd.*) ("YPWI"). Pursuant to the Partnership Agreement, YPWI shall act as a promoter to establish a limited partnership and be the general partner and Sunac Southwest Group shall be the limited partner and subscribe for RMB4 billion. The duration of the partnership shall be no less than two years and the partnership shall mainly invest in the real estate development business. The investment matters of the partnership shall be approved by resolutions passed at partner meetings which are confirmed as valid after affixing official seals by both partners.

1. COOPERATION ARRANGEMENT
   Sunac Southwest Group entered into agreements with the six Individual Shareholders, pursuant to which, the Individual Shareholders agreed that upon completion of the Target Equity transfer, the Group shall be fully responsible for the operation and management of the Target Companies and the Target Projects; within thirty days upon completion of the Target Equity transfer, the Target Companies shall declare to distribute a profit of RMB7.143 billion to Sunac Southwest Group (consisting of approximately RMB3.643 billion which shall be distributed to Sunac Southwest Group on a pro rata basis and an excess profit of approximately RMB3.5 billion).
   To the best of the Directors' knowledge, information and belief and having made all reasonable enquiries, each of the Individual Shareholders is a third party independent of the Company and connected persons of the Company.
2. INFORMATION ON THE TARGET COMPANIES AND THE TARGET PROJECTS

4.1 Information on the Target Companies

Global Century

Global Century is a limited liability company established in the PRC, which is principally engaged in real estate development, enterprise management consulting, convention, exhibition and display service and other businesses in the PRC. Global Century is held as to 51% by YMCI and 49% by the Individual Shareholders.

- 5 -

As at 31 August 2019, the unaudited consolidated total net asset of Global Century was approximately RMB16.748 billion. The audited consolidated profit before tax and profit after tax for the two years ended 31 December 2018 are as follows:

	Year ended	Year ended
	31 December 2017	31 December 2018
	(approximately	(approximately
	RMB' 000)	RMB' 000)
Profit before tax	640,816	891,185
Profit after tax	591,755	627,298

Times Global

Times Global is a limited liability company established in the PRC, which is principally engaged in real estate development, enterprise management consulting, convention, exhibition and display service and other businesses in the PRC. Times Global is held as to 51% by YMCI and 49% by the Individual Shareholders.

As at 31 August 2019, the total unaudited consolidated net assets of Times Global was approximately RMB283 million. The audited consolidated profit before tax and profit after tax for the two years ended 31 December 2018 are as follows:

	Year ended	Year ended
	31 December 2017	31 December 2018
	(approximately	(approximately
	RMB' 000)	RMB' 000)
Profit (loss) before tax	(81,550)	892,460
Profit (loss) after tax	(74,167)	829,690

Note: The data was sourced from the information published by YNEX and the information provided by YMCI.

- 6 -

4.2 Information on the Target Projects

The details of the 18 Target Projects developed by the Target Companies and their subsidiaries are summarized as follows:

			The saleable portion	The self-owned	Interest held
			sold gross	unsold gross	portion	by the Target
Location	Name of project	Type of product	floor area	floor area	gross floor area	Company
			(`000 sq.m.)	(`000 sq.m.)	(`000 sq.m.)
Chengdu	Century City Convention	Residential, apartment,
	and Exhibition Centre	commercial, hotel,
	Project	exhibition centre,
		parking space, etc.	1,943	716	398	100%
Chengdu	Global Centre Project	Apartment, office building,
		commercial, hotel,
		parking space, etc.	736	385	538	100%
Chengdu	Sancha Lake Project	Residential, apartment,
		commercial, hotel,
		parking space, etc.	-	3,040	85	100%
Chengdu	Qionglai Shifangtang	Apartment, office building,
	Project	commercial, hotel,
		parking space, etc.	-	857	159	100%
Chengdu	Dujiangyan Project	Commercial, hotel, parking
		space, etc.	-	194	25	100%
Area surrounding	Tianfu New District Lego	Amusement park
Chengdu	Amusement Park Project		-	-	97	51%
Area surrounding	Meishan Black Dragon	Residential, apartment,
Chengdu	Beach Project	commercial, hotel,
		parking space, etc.	179	3,584	88	100%
Area surrounding	Meishan Pengzu Project	Residential, apartment,
Chengdu		commercial, hotel,
		parking space, etc.	18	1,780	74	90%
Wuhan	Wuhan Guobo New City	Residential, apartment,
	Project	office building,
		commercial, hotel,
		parking space, etc.	876	5,214	643	30%
Area surrounding	Xianning Future City	Residential, commercial,
Wuhan	Phase I	hotel, parking space, etc.	-	2,053	79	100%

- 7 -

			The saleable portion		The self-owned	Interest held
			sold gross	unsold gross		portion	by the Target
Location	Name of project	Type of product	floor area	floor area		gross floor area	Company
			(`000 sq.m.)	(`000 sq.m.)		(`000 sq.m.)
Changsha	Changsha Future City	Residential, apartment,
		office building,
		commercial, hotel,
		parking space, etc.	-	2,639	383	100%
Kunming	Jinning Dawan Project	Commercial, hotel, parking
		space, etc.	-	1,917	62	100%
Xishuangbanna	Banna Olive Dam Project	Apartment, commercial,
		parking space, etc.	-	331		-	100%
Xishuangbanna	Banna Guanlanyunding	Apartment, commercial,
	Project	etc.	19		234		-	100%
Other tourism cities	Xichang Qionghai No. 1	Residential, commercial,
	Court Project	hotel, parking space, etc.	27		366	42	51%
Other tourism cities	Kangding Muya Project	Apartment, commercial,
		hotel, parking space, etc.	-	320	49	100%
Other tourism cities	Wenshan Puzhehei Project	Residential, hotel, parking
		space, etc.	17		271	87	100%
Other tourism cities	Lhasa Holy Land Paradise	Hotel
	Hotel		-		-		191	49%
Total			3,815		23,901	3,000

Note: The information above on the Target Projects is subject to final approval by the PRC government authorities.

The Target Projects have a total gross floor area of approximately 30.716 million sq.m., of which the saleable gross floor area is approximately 27.716 million sq.m. and the self-owned gross floor area is approximately 3.0 million sq.m. The saleable gross floor area accounts for about 90% of the total gross floor area. As of the date of this announcement, the unsold gross floor area is approximately 23.901 million sq.m.

- 8 -

In addition, the land bank under letters of intention signed by the Target Companies and their subsidiaries but has not been officially acquired is of a total gross floor area of approximately 35.872 million sq.m.note. After considering the above potential land bank, the total gross floor area is approximately 66.588 million sq.m.note, of which the saleable gross floor area is approximately 63.049 million sq.m.note, accounting for approximately 95% of the total gross floor area.

Note: The final approval data on the land bank is subject to the subsequent actual acquisition.

5. REASONS AND BENEFITS OF THE TRANSACTIONS AND BASIS OF CONSIDERATION

The Target Companies and their subsidiaries are principally engaged in the development and operation of real estate projects, and have developed 18 Target Projects in Chengdu, Wuhan, Changsha, Kunming and other cities with a total gross floor area of approximately 30.716 million sq.m., of which, the saleable gross floor area is approximately 27.716 million sq.m., accounting for approximately 90% of the total gross floor area. As at the date of this announcement, the unsold gross floor area is approximately 23.901 million sq.m. Through the Transactions, the Group obtained a large amount of high-quality land bank at a reasonable land price, which will strongly support the Group's stable and healthy development in the future. In addition, the Target Companies have years of experience in the operation and management of convention centre, exhibition centre and cultural tourism, and has formed a good reputation and brand. The Transactions will also further enhance the Group's operational management capabilities in a variety of property formats.

The Target Equity listing-for-sale on YNEX was acquired by the Group at a base price. Considering the market value of the Target Projects and with reference to all shareholders' cooperative arrangements of the Target Companies upon completion of the Transactions, the Directors (including the independent non-executive Directors) are of the view that the Transactions are on normal commercial terms and are fair and reasonable and in the interests of the Shareholders as a whole.

- 9 -

6. INFORMATION ON THE COMPANY AND THE PARTIES TO THE TRANSACTIONS

1. The Company
   The Company is a company incorporated in the Cayman Islands with limited liability, and it is listed on the main board of the Stock Exchange. The Group, guided by its brand positioning of "Passion for Perfection", is committed to integrating high-end residential, culture & tourism, culture, commercial facilities and other resources through high-quality products and services. The Group insists on real estate as its core business and has established four strategic deployments: Sunac Real Estate Group, which is known as a "leading high-end lifestyle provider in China"; Sunac Services Group, which is positioned as a "quality life service expert"; Sunac Culture & Tourism Group, which is a "provider of happiness for Chinese families"; and Sunac Culture Group, which strives to be a "creator of wonderful culture".
2. YMCI
   YMCI is a limited liability company established in the PRC and a large provincial enterprise supervised by State-owned Assets Supervision and Administration Commission of Yunnan Province. It is principally engaged in the operation and management of provincial capital construction funds and provincial special construction funds, as well as the investment and management of basic industries, infrastructure, advantageous industrial projects and important investment projects.
3. 雲南省水務產業投資有限公司 Yunnan Province Water Industry Investment Co., Ltd.*

雲南省水務產業投資有限公司 Yunnan Province Water Industry Investment Co., Ltd.* is a limited liability company established in the PRC and a wholly-owned subsidiary of YMCI. It is principally engaged in project investment.

7. LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios in respect of the Transactions exceed 5% but all the applicable percentage ratios are less than 25%, the Transactions constitute discloseable transactions of the Company under Chapter 14 of the Listing Rules and are therefore subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

- 10 -

DEFINITIONS

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

"Board"

"Company"

the board of Directors

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, the shares of which are listed on the main board of the Stock Exchange (stock code: 01918)

"connected person(s)"

"Cooperation Arrangement"

has the meaning ascribed to it under the Listing Rules

the management and declaration of profit distribution of the Target Companies and Target Projects as agreed pursuant to agreements executed by Sunac Southwest Group and the Individual Shareholders

"Director(s)"

"Equity Transaction"

the directors of the Company

the acquisition of the Target Equity by Sunac Southwest Group at an aggregate consideration of approximately RMB15.269 billion under the Notification of Transaction Result and the detailed terms of the acquisition of the Target Equity will be finalized in the Equity Transaction Contracts and other related agreements to be entered into by and between Sunac Southwest Group and YMCI

"Equity Transaction Contracts" the contracts and other related agreements to be entered into by Sunac Southwest Group and YMCI regarding the acquisition of the Target Equity before 29 November 2019

- 11 -

"Global Century"成都環球世紀會展旅遊集團有限公司 ( C h e n g d u Global Century Exhibition & Travel Group Co., Ltd.*), a limited liability company established in the PRC

"Group"

"Hong Kong"

"Listing Rules"

"Individual Shareholders"

the Company and its subsidiaries

the Hong Kong Special Administrative Region of the

PRC

the Rules Governing the Listing of Securities on the Stock Exchange

all individual shareholders of each of the Target Companies, including Mr. Deng Hong, Mr. Zhao Kai, Mr. Liu Yang, Mr. Liu Lin, Ms. Yin Hong and Mr. Zou Quan

"Notification of	a written confirmation issued by YNEX on 27
Transaction Result"	November 2019 regarding the confirmation of Sunac
	Southwest group as the transferee of the Target Equity
"Partnership Agreement"	an agreement entered into by and between Sunac
	Southwest Group and 雲南省水務產業投資有限公
	司 Yunnan Province Water Industry Investment Co.,
	Ltd.* regarding the establishment and management of
	a limited partnership company on the execution date of
	the Equity Transaction Contracts
"PRC"	the People's Republic of China
"Relevant Companies"	the subsidiaries, joint ventures and associates of the
	Target Companies
"Shareholder(s)"	the holder(s) of the share(s) of the Company
"sq. m."	square meter(s)

- 12 -

"Stock Exchange"

"Sunac Real Estate Group"

The Stock Exchange of Hong Kong Limited

Sunac Real Estate Group Co., Ltd* (融創房地產集團 有限公司), a limited liability company established in the PRC and an indirect wholly-owned subsidiary of the Company

"Sunac Southwest Group"	融創西南房地產開發（集團）有限公司 ( S u n a c
	Southwest Real Estate Development (Group) Co.,
	Ltd.*), a limited liability company established in the
	PRC and an indirect wholly-owned subsidiary of the
	Company
"Target Companies"	Global Century and Times Global
"Target Equity"	51% equity interest in each of the Target Companies to
	be acquired by Sunac Southwest Group
"Target Projects"	18 projects developed by the Target Companies and
	their subsidiaries
"Times Global"	成都時代環球實業有限公司 (Chengdu Times Global
	Industrial Co., Ltd.*), a limited liability company
	established in the PRC

"Transactions"

"YMCI"

collectively the Equity Transaction and the Cooperation Arrangement

Yunnan Metropolitan Construction Investment Group Co., Ltd., a limited liability company established in the

PRC

- 13 -

"YNEX"雲南產權交易所有限公司 (Yunnan Equity Exchange Co., Ltd.*), a comprehensive property right exchange platform established by the Yunnan Provincial Government

"%"

per cent

• for identification purposes only

By order of the Board

Sunac China Holdings Limited

SUN Hongbin

Chairman

Hong Kong, 27 November 2019

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.

- 14 -