The Listing Committee censures Sunac China Holdings Limited (Stock Code: 1918) and two current executive directors, Mr Sun Hong Bin and Mr Wang Meng De, for breaching the Exchange Listing Rules and the Director's Undertaking respectively

(1)

Sunac China Holdings Limited('Company') (Stock Code:1918) for failing to ensure the Joint Announcement and the Termination Announcement was accurate and complete, in all material respects, and not misleading, in breach of Rule 2.13(2) of the Rules Governing the Listing of Securities of The Stock Exchange of Hong Kong Limited ('Exchange Listing Rules').

(2)

Mr Sun Hong Bin ('Mr Sun'), an executive director for:

(a)

failing to apply such degree of skill, care and diligence required and expected of him in the discharge of his director's duties by not (i) disclosing the Supplemental Agreement to the Board for their consideration; (ii) complying with the Company's internal control procedures concerning the use of the Company's chop/seal; (iii) considering whether the Supplemental Agreement was subject to any requirements of the Exchange Listing Rules; and (iv) considering the Company's compliance of Rule 2.13(2) in respect of the Joint Announcement and the Termination Announcement;

(b)

failing to use his best endeavours to procure the Company's compliance of the Exchange Listing Rules ('Best Endeavour Undertaking') and for him to comply with the Exchange Listing Rules to the best of his ability in breach of his obligations under his Undertaking given to the Exchange in the form set out in Appendix 5 to the Exchange Listing Rules ('Best Ability Undertaking') (collectively, 'Undertaking');

(3)

Mr Wang Meng De ('Mr Wang'), an executive director for:

(a)

failing to apply such degree of skill, care and diligence required and expected of him in the discharge of his director's duties by not (i) disclosing the Supplemental Agreement to the Board for their consideration; (ii) considering whether the Supplemental Agreement was subject to any requirements of the Exchange Listing Rules; and (iii) considering the Company's compliance of Rule 2.13(2) in respect of the Joint Announcement and the Termination Announcement; and

(b)

failing to comply with his Undertaking.

(a)

$1.55 billion if the Share Purchase Agreement was terminated due to Subsidiary-A's inability to satisfy or waive some of the condition precedents set out clause 4.1 of the Share Purchase Agreement; or

(b)

$1.55 billion and compensation of loss, if the conditions under clause 4.1 of the Share Purchase Agreement have been satisfied (or waived) but Subsidiary-A is unable to complete the Share Purchase Agreement.

(1)

Company breached Rule 2.13(2) for the reason thatit failed to disclose the Supplemental Agreement in the Joint Announcement and the Termination Announcement, rendering them inaccurate and incomplete, in all material respects, and misleading, under Rule 2.13(2).

(2)

Mr Sun breached Rule 3.08(f) and Undertaking for:

(a)

failing to apply such degree of skill, care and diligence required and expected of him in the discharge of his director's duties by not (i) disclosing the Supplemental Agreement to the Board for their consideration; (ii) complying with the Company's internal control procedures concerning the use of the Company's chop/seal; (iii) considering whether the Supplemental Agreement was subject to any requirements of the Exchange Listing Rules; and (iv) considering the Company's compliance of Rule 2.13(2) in respect of the Joint Announcement and the Termination Announcement; and

(b)

failing to use his best endeavours to procure the Company's compliance with respect to Rule 2.13(2) or comply with Rule 3.08(f) to the best of his abilities in breach of his Undertaking.

(3)

Mr Wang breached Rule 3.08(f) and Undertaking for:

(a)

failing to apply such degree of skill, care and diligence required and expected of him in the discharge of his director's duties by not (i) disclosing the Supplemental Agreement to the Board for their consideration; (ii) considering whether the Supplemental Agreement was subject to any requirements of the Exchange Listing Rules; and (iii) considering the Company's compliance of Rule 2.13(2) in respect of the Joint Announcement and the Termination Announcement; and

(b)

failing to use his best endeavours to procure the Company's compliance with respect to Rule 2.13(2) or comply with Rule 3.08(f) to the best of his abilities in breach of his Undertaking.

(1)

Any breaches of the disclosure requirements under the Exchange Listing Rules are a serious matter as they serve to safeguard the interests of shareholders and investors, which in turn contributes to an orderly, informed and fair market for the trading of securities listed on the Exchange.

(2)

The Joint Announcement and Termination Announcement were inaccurate and incomplete, in all material respects, and misleading for it failed to mention the Supplemental Agreement. It is imperative that any announcements required under the Exchange Listing Rules comply with Rule 2.13(2) so as to provide transparency to the shareholders and the market.

(3)

The financial implication of the Supplemental Agreement was serious, with the Company being liable to lose $1.55 billion and possible compensation in the event that the Share Purchase Agreement was terminated in circumstances as set out in the Supplemental Agreement.

(4)

Mr Sun and Mr Wang had full knowledge of the Supplemental Agreement. It is imperative that Mr Sun and Mr Wang do not undermine the integrity of the Company and they should have duly brought to the Board's knowledge of the Supplemental Agreement such that the Company could comply with the Exchange Listing Rules requirements.In addition, the Relevant Directors have an obligation to keep the investors and public fully informed of important information and developments about the Company, which may affect their assessment of the Company.

(5)

Mr Sun signed the Supplemental Agreement without the Board's knowledge or approval which is unacceptable. Each director is accountable to the Company and its shareholders for his actions and must disclose and seek approval from the Board before taking any actions that would affect the interests of the Company and its shareholders.

(6)

The Company's breach was directly attributable to the Relevant Director's conduct and failure to act.This case brings serious concerns over the Company's corporate governance and the Relevant Directors' ability to procure the Company's compliance with the Exchange Listing Rules.

(1)

The Company for its breach of Rule 2.13(2)

(2)

The Relevant Directors for their breach of Rule 3.08(f) and respective Undertaking

(3)

Mr Sun and Mr Wang to each (a) attend 24 hours of training on the Exchange Listing Rules compliance, director's duties and corporate governance matters together with 2 hours on the disclosure requirements under Chapter 2 of the Exchange Listing Rules (in particular Rule 2.13) (altogether 26 hours, 'Training') provided by institutes such as the Hong Kong Institute of Chartered Secretaries, the Hong Kong Institute of Directors or other course providers approved by the Department. The Training is to be completed within 90 days from the publication of this news release; and (b) provide the Department with the training provider's written certification of full compliance within two weeks after training completion.

(4)

The Company is to publish an announcement to confirm the directions in sub-paragraph (3) above have been fully complied with within two weeks after the fulfillment of those directions.

(5)

The Company is to submit a draft of the announcement referred to in sub-paragraph (4) above for the Department's comment and may only publish the announcement after the Department has confirmed it has no further comment on it.

(6)

Following the publication of this Press Release, any changes necessary and any administrative matters which may emerge in the management and operation of any of the directions set out in paragraphs (3) to (5) above are to be directed to the Listing Department for consideration and approval. The Listing Department should refer any matters of concern to the Listing Committee for determination.