SUNAC (01918.HK): Acquisition of 100% of Erjin Management Adds Independent Shareholders' Approval Pre-condition

NewTimeSpace News: On 20 October 2026, Sunac China Holdings Limited (the "Company") published a supplemental announcement referring to its announcement dated 24 August 2026 regarding the acquisition of 100% equity interest in Erjin Construction Management Group Limited. On 20 October 2026, the buyer, an indirect wholly-owned subsidiary of the Company, entered into a supplemental agreement with the seller, pursuant to which the parties agreed to add the following condition to the conditions precedent of the sale and purchase agreement: completion shall be conditional upon the Company obtaining independent shareholders' approval under the Listing Rules for the transactions under the sale and purchase agreement and the allotment and issue of consideration shares under the specific mandate. Save as disclosed above, all other terms and conditions of the sale and purchase agreement remain unchanged and in full force and effect.

The announcement disclosed that, as the highest applicable percentage ratio for the acquisition exceeds 0.1% but is below 5% and the consideration is to be paid by the allotment and issue of consideration shares (for which listing will be sought), the acquisition constitutes a share transaction of the Company under Chapter 14 of the Listing Rules; as Mr. Sun (an executive Director and substantial shareholder) controls 25% of the voting rights of the seller, the acquisition constitutes a connected transaction under Chapter 14A. Accordingly, the acquisition is subject to the reporting, announcement and independent shareholders' approval requirements under Chapters 14 and 14A; the consideration shares will be allotted and issued under a specific mandate to be sought from independent shareholders at an extraordinary general meeting.

The Company stated that the target company is a company incorporated in the British Virgin Islands principally engaged in investment holding; as of the announcement date, the target company indirectly holds 100% of Erjin Management, a company established in China and a wholly-owned subsidiary of the target company principally engaged in real estate construction management. The target company is a start-up incorporated by the seller with registered capital of US$1. Resolutions will be put to a poll at the extraordinary general meeting; an independent board committee comprising all independent non-executive Directors has been established and Flame Capital (Asia-Pacific) Limited has been appointed as independent financial adviser. Mr. Sun holds 4,624,054,068 shares (approximately 23.16% of the issued share capital) and Mr. Sun Zheyi holds 261,000 shares (approximately 0.001%), and both must abstain from voting at the extraordinary general meeting; a circular containing further details of the acquisition, the independent board committee's recommendation and the independent financial adviser's opinion letter is expected to be despatched on or before 26 October 2026.