THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Sunac Services Holdings Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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.

SUNAC SERVICES HOLDINGS LIMITED

融創服務控股有 限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 01516)

PROPOSALS FOR

    1. GENERAL MANDATES TO ISSUE SHARES AND TO BUY BACK SHARES;
    2. RE-ELECTIONOF RETIRING DIRECTORS;
  2. DECLARATION AND PAYMENT OF A FINAL DIVIDEND; AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Sunac Services Holdings Limited to be held at Tianfu Grand Ballroom, Sunac International Convention Center, No. 6 Zhizhen Road, Yutang Town, Dujiangyan, Chengdu, Sichuan Province, China on Thursday, 27 May 2021 at 11:00 a.m. is set out on pages AGM-1 to AGM-5 of this circular. A form of proxy for use at the annual general meeting is also enclosed. Such form of proxy is also published on the respective websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.sunacservice.com). Whether or not you are able to attend the meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, 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 meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting at the meeting (or any adjournment thereof) if they so wish.

26 April 2021

CONTENTS

Page

Definitions . . . .

. . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4

Appendix I

-

Explanatory Statement of the Share Buy-Back Mandate . .

9

Appendix II

-

Details of Directors Proposed for Re-Election . . . . . . . . . . .

12

Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

AGM-1

- i -

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

"Annual General Meeting"

the annual general meeting of the Company to be held at

Tianfu Grand Ballroom, Sunac International Convention

Center, No. 6 Zhizhen Road, Yutang Town, Dujiangyan,

Chengdu, Sichuan Province, China on Thursday, 27 May

2021 at 11:00 a.m. or any adjournment thereof and the

notice of which is set out on pages AGM-1 to AGM-5 of

this circular

"Articles of Association"

the articles of association of the Company, as amended

from time to time

"Board"

the board of Directors

"China" or "PRC"

the People's Republic of China

"Companies Law"

the Companies Law Cap. 22 (Law 3 of 1961, as

consolidated and revised) of the Cayman Islands

"Company"

Sunac Services Holdings Limited (融創服務控股有限公

司), an exempted company incorporated under the laws of

the Cayman Islands with limited liability, with its shares

listed on the Main Board of the Stock Exchange (stock

code: 01516)

"Director(s)"

the director(s) of the Company

"Extension Mandate"

a general mandate proposed to be granted to the Directors

to the effect that the total number of Shares which may be

allotted, issued and/or dealt with under the Issue Mandate

may be increased by an additional number representing

such number of Shares actually bought back under the

Share Buy-back Mandate

"Group"

the Company and its subsidiaries

"HK$"

Hong Kong dollar, the lawful currency of Hong Kong

"Hong Kong"

the Hong Kong Special Administrative Region of the

People's Republic of China

- 1 -

DEFINITIONS

"Issue Mandate"

a general mandate proposed to be granted to the Directors

at the Annual General Meeting to allot, issue and/or deal

with Shares not exceeding 20% of the number of the

issued Shares as at the date of passing of the relevant

resolution granting such mandate

"Latest Practicable Date"

20 April 2021, being the latest practicable date prior to

the printing of this circular for the purpose of

ascertaining certain information contained in this circular

"Listing Date"

19 November 2020, being the date on which the Shares

commenced dealings on the Main Board of the Stock

Exchange

"Listing Rules"

the Rules Governing the Listing of Securities on The

Stock Exchange of Hong Kong Limited, as amended from

time to time

"RMB"

Renminbi, the lawful currency of the PRC

"SFO"

Securities and Futures Ordinance (Chapter 571 of the

Laws of Hong Kong), as amended from time to time

"Share(s)"

ordinary share(s) of HK$0.01 each in the share capital of

the Company

"Share Buy-back Mandate"

a general mandate proposed to be granted to the Directors

at the Annual General Meeting to buy back Shares not

exceeding 10% of the number of the issued Shares as at

the date of passing of the relevant resolution granting

such mandate

"Shareholder(s)"

the holder(s) of the Share(s)

"Stock Exchange"

The Stock Exchange of Hong Kong Limited

"Sunac China"

Sunac China Holdings Limited (融創中國控股有限公司),

the shares of which are listed on the Main Board of the

Stock Exchange (stock code: 01918) and a controlling

shareholder of the Company

"Sunac Group"

Sunac China and its subsidiaries

- 2 -

DEFINITIONS

"Takeovers Code"

the Codes on Takeovers and Mergers and Share Buy-

backs issued by the Securities and Futures Commission

of Hong Kong, as amended from time to time

"%"

per cent

- 3 -

LETTER FROM THE BOARD

SUNAC SERVICES HOLDINGS LIMITED

融創服務控股有 限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 01516)

Chairman of the Board and non-executive Director:

Principal Place of Business

Mr. Wang Mengde

in Hong Kong:

31/F, Tower Two, Times Square

Executive Directors:

1 Matheson Street

Ms. Cao Hongling (Chief Executive Officer)

Causeway Bay

Mr. Chen Bin

Hong Kong

Ms. Yang Man

Headquarters and Principal Place

Non-executive Director:

of Business in the PRC:

Mr. Gao Xi

Floor A4-5

Aocheng Commercial Plaza

Independent non-executive Directors:

Nankai District

Ms. Wang Lihong

Tianjin

Mr. Yao Ning

PRC

Mr. Zhao Zhonghua

Registered Office:

One Nexus Way

Camana Bay

Grand Cayman, KY1-9005

Cayman Islands

26 April 2021

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR

    1. GENERAL MANDATES TO ISSUE SHARES AND TO BUY BACK SHARES;
    2. RE-ELECTIONOF RETIRING DIRECTORS;
  2. DECLARATION AND PAYMENT OF A FINAL DIVIDEND;

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to give you the notice of Annual General Meeting and information on the proposals to be put forward at the Annual General Meeting for, among others: (i) the grant to the Directors of the Issue Mandate to issue Shares, the Share Buy-back Mandate to buy back Shares and the Extension Mandate; (ii) the re-election of the retiring Directors; and (iii) the declaration and payment of a final dividend.

- 4 -

LETTER FROM THE BOARD

GENERAL MANDATES TO ISSUE AND BUY BACK SHARES

At the Annual General Meeting, an ordinary resolution will be proposed to grant the Issue Mandate to the Directors to exercise the powers of the Company to allot, issue and deal with new Shares up to 20% of the number of the issued Shares as at the date of passing of the resolution in relation to the Issue Mandate. As at the Latest Practicable Date, the number of issued Shares was 3,103,500,000 Shares. Subject to the passing of the above ordinary resolution and on the basis that no further Shares will be issued or bought back after the Latest Practicable Date and up to the date of the Annual General Meeting, the Company will be allowed to allot, issue and deal with a maximum of 620,700,000 Shares under the Issue Mandate.

Subject to a separate approval of the ordinary resolution on the Extension Mandate, the number of Shares bought back by the Company under the Share Buy-back Mandate (if approved by an ordinary resolution at the Annual General Meeting) will also be added to extend the Issue Mandate provided that such additional amount shall not exceed 10% of the number of the issued Shares as at the date of passing of the resolution in relation to the Share Buy-back Mandate.

In addition, at the Annual General Meeting, an ordinary resolution will be proposed to approve the granting of the Share Buy-back Mandate to the Directors to exercise the powers of the Company to buy back Shares representing up to 10% of the number of the issued Shares as at the date of passing of the resolution in relation to the Share Buy-back Mandate.

Subject to the approval of the above proposals by the Shareholders at the Annual General Meeting, the Issue Mandate, the Share Buy-back Mandate and the Extension Mandate would expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company; or (b) the expiration of the period within which the Company is required by the Companies Law or the Articles of Association to hold its next annual general meeting; or (c) the date upon which such authority is revoked or varied by ordinary resolution(s) of the Shareholders in a general meeting prior to the next annual general meeting of the Company.

EXPLANATORY STATEMENT

An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the proposed Share Buy-back Mandate is set out in Appendix I to this circular. The explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution for approving the Share Buy-Back Mandate at the Annual General Meeting.

RE-ELECTION OF RETIRING DIRECTORS

In accordance with articles 84(1) and 84(2) of the Articles of Association, at each annual general meeting of the Company, one-third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not less than one-third) shall

- 5 -

LETTER FROM THE BOARD

retire from office by rotation provided that every Director shall be subject to retirement at an annual general meeting of the Company at least once every three years. Accordingly, Mr. Wang Mengde, Ms. Cao Hongling and Mr. Gao Xi will retire at the Annual General Meeting and being eligible, have offered themselves for re-election as Directors at the Annual General Meeting.

Details of the above named Directors who are proposed to be re-elected at the Annual General Meeting are set out in Appendix II to this circular in accordance with the relevant requirements of the Listing Rules.

NOTICE OF ANNUAL GENERAL MEETING

Set out on pages AGM-1 to AGM-5 of this circular is the notice of the Annual General Meeting at which ordinary resolutions will be proposed to the Shareholders to, among other matters, consider and approve the grant to the Directors of the Issue Mandate to issue Shares, the Share Buy-back Mandate to buy back Shares and the Extension Mandate, the re-election of the retiring Directors, and the declaration and payment of a final dividend.

DECLARATION OF FINAL DIVIDEND

The Board has resolved to recommend the declaration and payment of a final dividend of RMB5.8 cents per Share for the year ended 31 December 2020 subject to approval by Shareholders at the Annual General Meeting. The final dividend, if approved by the Shareholders at the Annual General Meeting, will be paid on or about 15 July 2021 to Shareholders whose names appear on the register of members of the Company on 29 June 2021.

CLOSURE OF REGISTER OF MEMBERS

For the purpose of determining the eligibility of the Shareholders to attend and vote at the AGM, the register of members of the Company will be closed from Friday, 21 May 2021 to Thursday, 27 May 2021 (both days inclusive), during which period no transfer of Shares will be registered. In order to qualify for attending and voting at the Annual General Meeting, all transfer of Shares accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, no later than 4:30 p.m. on Thursday, 20 May 2021.

Upon obtaining approval of the Shareholders at the Annual General Meeting, for the purpose of determining the Shareholders' entitlement to the final dividend for the year ended 31 December 2020, the register of members of the Company will be closed from Thursday, 24 June 2021 to Tuesday, 29 June 2021 (both days inclusive), during which period no transfer of Shares will be registered. For the purpose of determining the entitlement to the final dividend for the year ended 31 December 2020, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong,

- 6 -

LETTER FROM THE BOARD

Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. on Wednesday, 23 June 2021.

FORM OF PROXY

A form of proxy is enclosed for use at the Annual General Meeting. Such form of proxy is also published on the respective websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.sunacservice.com). Whether or not you intend to be present at the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for the holding of the Annual General Meeting or any adjournment thereof. Completion and delivery of the form of proxy will not preclude Shareholders from attending and voting at the Annual General Meeting (or any adjournment thereof) if they so wish.

VOTING BY POLL

Pursuant to article 66 of the Articles of Association and Rule 13.39(4) of the Listing Rules, at any general meeting a resolution put to the vote of the meeting shall be taken by way of a poll. The chairman of the Annual General Meeting will explain the procedures for conducting a poll at the Annual General Meeting.

On a poll, every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorised representative shall have one vote for every fully paid Share of which he/she/it is the holder but so that no amount paid up or credited as paid up on a Share in advance of calls or instalments is treated for the foregoing purposes as paid up on a Share. A Shareholder entitled to more than one vote needs not use all his/her/its votes or cast all the votes he/she/it uses in the same way.

After the conclusion of the Annual General Meeting, the poll results will be published by the Company on the respective websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.sunacservice.com) by way of an announcement.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

- 7 -

LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider that the proposed resolutions at the Annual General Meeting for, among other matters, the granting to the Directors of the Issue Mandate to issue Shares, the Share Buy-back Mandate to buy back Shares and the Extension Mandate, the re-election of the retiring Directors and the declaration and payment of a final dividend, are in the interests of the Group and the Shareholders as a whole. The Directors recommend the Shareholders to vote in favour of all the resolutions to be proposed at the Annual General Meeting.

Yours faithfully,

By order of the Board

Sunac Services Holdings Limited

Wang Mengde

Chairman

- 8 -

APPENDIX I

EXPLANATORY STATEMENT OF THE

SHARE BUY-BACK MANDATE

The following is an explanatory statement required to be sent to the Shareholders under the Listing Rules in connection with the proposed Share Buy-back Mandate.

NUMBER OF ISSUED SHARES

As at the Latest Practicable Date, there were 3,103,500,000 Shares in issue. Subject to the passing of the resolution granting the Share Buy-back Mandate and on the basis that no further Shares will be issued or bought back from the Latest Practicable Date up to the date of the Annual General Meeting, the Company will be allowed to buy back a maximum of 310,350,000 Shares, which represent 10% of the number of issued Shares as at the date of passing of the resolution in relation to the Share Buy-back Mandate, during the period ending on the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held under the Companies Law or the Articles of Association; or (iii) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting prior to the next annual general meeting of the Company.

REASONS AND FUNDING OF BUY BACK

The Directors believe that it is in the best interests of the Company and the Shareholders as a whole for the Directors to have a general authority from the Shareholders to enable the Company to buy back Shares in the market. Such buy-backs may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the Company's net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such a buy-back will benefit the Company and the Shareholders as a whole.

In buying back Shares, the Company may only apply funds legally available for such purpose in accordance with the Articles of Association, the Listing Rules and the applicable laws of the Cayman Islands. The Company may not buy back the Shares on the Stock Exchange for consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange. Subject to the foregoing, any buy-back of Shares may be made out of the profits of the Company, the share premium amount of the Company or the proceeds of a fresh issue of Shares made for the purpose of the buy-back or, subject to the Companies Law, out of capital and, in the case of any premium payable on the purchase over the par value of the Shares to be bought back, must be provided for, out of either or both of the profits of the Company or from sums standing to the credit of the share premium account of the Company or, subject to the Companies Law, out of capital.

The Directors consider that if the Share Buy-back Mandate were to be exercised in full during the proposed buy-back period, it might have a material adverse effect on the working capital and/or the gearing position of the Group, as compared with the position disclosed in the audited consolidated financial statements of the Company as at 31 December 2020, being the date to which the latest published audited consolidated financial statements of the Company were made up. However, the Directors do not propose to exercise the Share Buy-back Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing levels of the Group which in the opinion of the Directors are from time to time appropriate for the Group.

- 9 -

APPENDIX I

EXPLANATORY STATEMENT OF THE

SHARE BUY-BACK MANDATE

GENERAL MATTERS

None of the Directors nor, to the best of their knowledge, having made all reasonable enquiries, their close associates (as defined in the Listing Rules) have a present intention to sell any Shares to the Company, if the Share Buy-back Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange that they will exercise the power of the Company to make buy-backs pursuant to the proposed Share Buy-back Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

No core connected person (as defined in the Listing Rules) of the Company has notified the Company that he/she/it has a present intention to sell any Shares to the Company, or has undertaken not to do so, if the proposed Share Buy-back Mandate is approved by the Shareholders.

TAKEOVERS CODE

If as a result of a buy-back of Shares pursuant to the Share Buy-back Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert (within the meaning of the Takeovers Code), depending on the level of increase of the Shareholder's interest, could obtain or consolidate control of the Company and may become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code as a result of any such increase.

As at the Latest Practicable Date, to the best knowledge, information and belief of the Directors, Sunac China was deemed to be interested in 2,160,000,000 Shares in aggregate, representing approximately 69.60% of the existing number of issued Shares. In the event that the Directors exercise in full the power to buy back Shares under the Share Buy-back Mandate and assuming there will be no other change in the issued share capital of the Company, Sunac China's shareholding interests in the Company would be increased to approximately 77.33% of the number of issued Shares. To the best knowledge and belief of the Directors, such increase in shareholding interests in the Company would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code, but would result in the number of Shares held by the public falling below the prescribed minimum percentage of public float (i.e. 25%) under the Listing Rules.

The Directors have no present intention to exercise the Share Buy-back Mandate to such an extent that would give rise to the obligations under Rule 26 of the Takeovers Code to make a mandatory offer, or otherwise would result in the number of Shares held by the public falling below the prescribed minimum percentage of public float (i.e. 25%) under the Listing Rules.

- 10 -

APPENDIX I

EXPLANATORY STATEMENT OF THE

SHARE BUY-BACK MANDATE

SHARE BUY-BACK MADE BY THE COMPANY

No buy-back of Shares (whether on the Stock Exchange or otherwise) had been made by the Company in the six months prior to the Latest Practicable Date.

SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange from the Listing Date to the Latest Practicable Date were as follows:

Month

Highest prices

Lowest prices

HK$

HK$

2020

November (from the Listing Date)

14.24

11.46

December

17.60

12.04

2021

January

25.45

16.18

February

28.35

20.60

March

25.70

18.42

April (up to and including the Latest

Practicable Date)

25.45

21.75

- 11 -

APPENDIX II

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

The following are the particulars of the Directors (as required by the Listing Rules) proposed to be re-elected at the Annual General Meeting.

Mr. Wang Mengde ("Mr. Wang")

Mr. Wang, aged 50, is the chairman of the Board and a non-executive Director, and is responsible for providing guidance and formulating development strategies for the overall development of the Group. Mr. Wang has been the chairman of the Board and non-executive Director of the Company since August 2020. Mr. Wang has nearly 20 years of experience in the real estate industry in China. Mr. Wang joined Sunac Group in October 2006 as the chief financial officer and vice president of Sunac Group where he was responsible for matters in relation to finance and audit. He has been an executive president and the chief executive officer of Sunac China since 2011 and 2015, respectively, and has been responsible for strategic decisions, business planning and major operational decisions. Mr. Wang graduated from Nankai University (南開大學) in the PRC with a bachelor's degree in auditing in June 1997.

Mr. Wang has entered into an appointment letter with the Company for a term of three years subject to retirement by rotation pursuant to the requirements of the Articles of Association and the Listing Rules. Pursuant to the appointment letter, Mr. Wang will not receive any director's fee from the Group, and his director's fee may be adjusted according to the recommendations of the remuneration committee of the Company. As at the Latest Practicable Date, Mr. Wang was interested in 1,257,734 Shares within the meaning of Part XV of the SFO. In addition, as at the Latest Practicable Date, Mr. Wang was interested in 16,348,000 shares, 2,800,000 share options and 2,400,000 share awards of Sunac China, an associated corporation of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, as at the Latest Practicable Date, Mr. Wang (i) has not held any directorship in any other public companies listed in Hong Kong or overseas in the last three years or other major appointments or professional qualifications; (ii) has not held any other positions in the Company or other members of the Group; (iii) does not have any relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders (as defined in the Listing Rules) of the Company; and (iv) does not have any interests in the securities of the Company and its associated corporations within the meaning of Part XV of the SFO.

- 12 -

APPENDIX II

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Ms. Cao Hongling ("Ms. Cao")

Ms. Cao, aged 46, is an executive Director and the chief executive officer of the Company. Ms. Cao has been a Director of the Company since January 2019, and was re-designatedas an executive Director and appointed as the chief executive officer in August 2020. Ms. Cao is mainly responsible for the daily operations, formulation of the overall strategy, business planning and operational decisions of the Group. Ms. Cao joined Sunac Group in February 2007 and served as the chief financial officer of Sunac Group from 2015 to 2019. She is currently an executive president of Sunac Group. After joining Sunac Group, Ms. Cao had successively served as the general manager of the financial management centre, the general manager of the costing, tendering and procurement centre and the general manager of the financing management centre of Sunac Group, and had also successively supervised the affairs of the information management department and internal audit department of Sunac Group. Ms. Cao obtained a bachelor's degree in accounting from Tianjin University of Finance and Economics (天津財經大學) in the PRC in July 1998. Ms. Cao is an associate of The Chinese Institute of Certified Public Accountants (中國註冊會計師協會).

Ms. Cao has entered into a service agreement with the Company for a term of three years subject to retirement by rotation pursuant to the requirements of the Articles of Association and the Listing Rules. Ms. Cao is entitled to receive salary and bonus payments, allowance and benefits-in-kind, at the discretion of the Board, and social welfare benefits provided under relevant PRC laws and regulations. During the year ended 31 December 2020, Ms. Cao did not receive any salary or discretionary bonus from the Group. As at the Latest Practicable Date, Ms. Cao was interested in 855,563 Shares within the meaning of Part XV of the SFO. In addition, as at the Latest Practicable Date, Ms. Cao was interested in 2,348,500 shares, 1,830,082 share options and 970,000 share awards of Sunac China, an associated corporation of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, as at the Latest Practicable Date, Ms. Cao (i) has not held any directorship in any other public companies listed in Hong Kong or overseas in the last three years or other major appointments or professional qualifications; (ii) has not held any other positions in the Company or other members of the Group; (iii) does not have any relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders (as defined in the Listing Rules) of the Company; and (iv) does not have any interests in the securities of the Company and its associated corporations within the meaning of Part XV of the SFO.

- 13 -

APPENDIX II

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Gao Xi ("Mr. Gao")

Mr. Gao, aged 40, is a non-executive Director of the Company, and is responsible for providing guidance and formulating development strategies for the overall development of the Group. Mr. Gao was appointed as a non-executive Director of the Company in August 2020. Mr. Gao joined Sunac Group in December 2007, and has held different positions in the capital operations centre, financial management department and financing management department of Sunac Group since then. Mr. Gao had acted successively as the manager, director and general manager of the capital management department of Sunac Group since 2011, has been the company secretary of Sunac China since 2015, and has been the chief financial officer of Sunac China since 2019. Currently, Mr. Gao is mainly responsible for such matters related to investor relations, financing, strategic investment, listing compliance and corporate governance of Sunac Group. Mr. Gao graduated from Shanxi University of Finance & Economics (山西財經 大學) in the PRC in July 2008 with a master's degree in quantitative economics.

Mr. Gao has entered into an appointment letter with the Company for a term of three years subject to retirement by rotation pursuant to the requirements of the Articles of Association and the Listing Rules. Pursuant to the appointment letter, Mr. Gao will not receive any director's fee from the Group, and his director's fee may be adjusted according to the recommendations of the remuneration committee of the Company. As at the Latest Practicable Date, Mr. Gao was interested in 668,000 Shares within the meaning of Part XV of the SFO. In addition, as at the Latest Practicable Date, Mr. Gao was interested in 1,200,000 share options and 940,000 share awards of Sunac China, an associated corporation of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, as at the Latest Practicable Date, Mr. Gao (i) has not held any directorship in any other public companies listed in Hong Kong or overseas in the last three years or other major appointments or professional qualifications; (ii) has not held any other positions in the Company or other members of the Group; (iii) does not have any relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders (as defined in the Listing Rules) of the Company; and (iv) does not have any interests in the securities of the Company and its associated corporations within the meaning of Part XV of the SFO.

Save as disclosed in this circular, there is no other matter in relation to the above Directors that needs to be brought to the attention of the Shareholders and there is no other information relating to the above Directors which is required to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

- 14 -

NOTICE OF ANNUAL GENERAL MEETING

SUNAC SERVICES HOLDINGS LIMITED

融創服務控股有 限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 01516)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting of Sunac Services Holdings Limited (the "Company") will be held at Tianfu Grand Ballroom, Sunac International Convention Center, No. 6 Zhizhen Road, Yutang Town, Dujiangyan, Chengdu, Sichuan Province, China on Thursday, 27 May 2021 at 11:00 a.m. for the purpose of considering and, if thought fit, passing (with or without amendments) the following ordinary resolutions:

  1. To receive and adopt the audited consolidated financial statements of the Company and the reports of the directors and auditor of the Company for the year ended 31 December 2020.
  2. To declare a final dividend of RMB5.8 cents per ordinary share for the year ended 31 December 2020.
  3. (A) To re-elect the following retiring directors of the Company:
      1. Mr. Wang Mengde as non-executive director of the Company;
      2. Ms. Cao Hongling as executive director of the Company; and
      3. Mr. Gao Xi as non-executive director of the Company.
    2. To authorise the board of directors of the Company to fix the remuneration of the directors of the Company.
  5. To re-appoint PricewaterhouseCoopers as the auditor of the Company for the year ending 31 December 2021 and authorise the board of directors of the Company to fix its remuneration.

- AGM-1 -

NOTICE OF ANNUAL GENERAL MEETING

5. To consider and, if thought fit, to pass, with or without modification, the following resolutions as ordinary resolutions:

  1. "That:
    1. subject to paragraph (iii) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or otherwise deal with additional shares in the capital of the Company or securities convertible into shares, or options, warrants or similar rights to subscribe for shares or such convertible securities of the Company and to make or grant offers, agreements and/or options (including bonds, warrants and debentures convertible into shares of the Company) which may require the exercise of such powers be and is hereby generally and unconditionally approved;
    2. the approval in paragraph (i) above shall be in addition to any other authorisation given to the directors of the Company and shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements and/or options which may require the exercise of such power after the end of the Relevant Period;
    3. the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the directors of the Company during the Relevant Period pursuant to paragraph (i) above, otherwise than pursuant to (1) a Rights Issue (as hereinafter defined); or (2) the grant or exercise of any option under the share option scheme of the Company or any other share option scheme or similar arrangements for the time being adopted for the grant or issue to the directors, officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or (3) any scrip dividend or similar arrangements providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company in force from time to time; or (4) any issue of shares in the Company upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into shares of the Company, shall not exceed the aggregate of 20% of the total number of shares of the Company in issue as at the date of passing this resolution and the approval shall be limited accordingly;

- AGM-2 -

NOTICE OF ANNUAL GENERAL MEETING

    1. for the purpose of this resolution:
      1. "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
        1. the conclusion of the next annual general meeting of the Company;
        2. the expiration of the period within which the next annual general meeting of the Company is required to be held under the applicable laws or the articles of association of the Company; and
        3. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and
      3. "Rights Issue" means an offer of shares in the capital of the Company, or offer or issue of warrants, options or other securities giving rights to subscribe for shares open for a period fixed by the directors of the Company to holders of shares in the capital of the Company whose names appear on the register of members on a fixed record date in proportion to their holdings of shares (subject to such exclusion or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or, having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, any recognised regulatory body or any stock exchange applicable to the Company)."
  2. "That:
    1. subject to paragraph (ii) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to buy back shares of the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the shares of the Company may be listed and recognised for this purpose by the Securities and Futures Commission and the Stock Exchange under the Hong Kong Code on Share Buy-backs and, subject to and in accordance with all applicable laws and the Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules"), be and is hereby generally and unconditionally approved;

- AGM-3 -

NOTICE OF ANNUAL GENERAL MEETING

    1. the aggregate number of the shares of the Company, which may be bought back pursuant to the approval in paragraph (i) above shall not exceed 10% of the total number of shares of the Company in issue at the date of passing of this resolution, and the said approval shall be limited accordingly; and
    2. for the purpose of this resolution:
      "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
      1. the conclusion of the next annual general meeting of the Company;
      2. the expiration of the period within which the next annual general meeting of the Company is required to be held under the applicable laws or the articles of association of the Company; and
      3. the revocation or variation of the authority given under this resolution by ordinary resolution of the shareholders of the Company in general meeting."
  2. "That conditional upon the passing of resolutions numbered 5(A) and 5(B) above, the general mandate to the directors of the Company pursuant to resolution numbered 5(A) be and is hereby extended by the addition thereto of such number of shares of the Company bought back by the Company under the authority granted pursuant to the resolution numbered 5(B), provided that such number of shares shall not exceed 10% of the total number of shares of the Company in issue as at the date of passing this resolution."

By order of the Board

Sunac Services Holdings Limited

Wang Mengde

Chairman

Hong Kong, 26 April 2021

- AGM-4 -

NOTICE OF ANNUAL GENERAL MEETING

Notes:

  1. Resolution numbered 5(C) will be proposed to the shareholders for approval provided that ordinary resolutions numbered 5(A) and 5(B) are passed by the shareholders of the Company.
  2. A shareholder entitled to attend and vote at the above meeting is entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/its. A proxy need not be a shareholder of the Company.
  3. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
  4. In order to be valid, a form of proxy must be deposited at the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong together with the power of attorney or other authority (if any) under which it is signed (or a certified copy thereof) not less than 48 hours before the time appointed for the holding of the above meeting or any adjournment thereof. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.
  5. For the purpose of determining the eligibility of the shareholders of the Company to attend and vote at the above meeting, the register of members of the Company will be closed from Friday, 21 May 2021 to Thursday, 27 May 2021 (both days inclusive), during which period no transfer of shares of the Company will be registered. In order to qualify for attending and voting at the above meeting, all transfer of shares of the Company accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, no later than 4:30 p.m. on Thursday, 20 May 2021.
  6. The transfer books and register of members will be closed from Thursday, 24 June 2021 to Tuesday, 29 June 2021, both days inclusive, in order to determine the entitlement of shareholders to receive the proposed final dividend, during which period no share transfers will be registered. All transfers of shares of the Company accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Wednesday, 23 June 2021.
  7. In respect of each ordinary resolution numbered 3(A)(i) - (iii) above, Mr. Wang Mengde, Ms. Cao Hongling and Mr. Gao Xi shall retire at the above meeting and being eligible, have offered themselves for re-election. Details of the above retiring directors are set out in Appendix II to the accompanying circular of the Company dated 26 April 2021.
  8. In respect of the ordinary resolution numbered 5(A) above, approval is being sought from the shareholders of the Company as a general mandate for the purposes of the Listing Rules.
  9. In respect of ordinary resolution numbered 5(B) above, the directors of the Company wish to state that they will exercise the powers conferred by the general mandate to buy back shares of the Company in circumstances which they deem appropriate for the benefits of the shareholders of the Company. The Explanatory Statement containing the information necessary to enable the shareholders of the Company to make an informed decision on whether to vote for or against the resolution to approve the buy-back mandate to be granted to the directors of the Company to exercise the power of the Company to buy back its own shares, as required by the Listing Rules, is set out in Appendix I to the accompanying circular of the Company dated 26 April 2021.

As at the date of this notice, the chairman of the Board and non-executive Director is Mr. Wang Mengde; the executive Directors are Ms. Cao Hongling, Mr. Chen Bin and Ms. Yang Man; the non-executive Director is Mr. Gao Xi; and the independent non-executive Directors are Ms. Wang Lihong, Mr. Yao Ning and Mr. Zhao Zhonghua.

- AGM-5 -

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Sunac Services Holdings Ltd. published this content on 26 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 April 2021 23:51:02 UTC.