SANDS CHINA : Amendment of the Terms of the Equity Award Plan and Notice of Extraordinary General Meeting

402a5ca8-29a2-4c41-bd8c-cfd79d905d11.pdf 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 or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Sands China Ltd., 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.

SANDS CHINA LTD.

金 沙 中 國 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1928)

AMENDMENT OF THE TERMS OF THE EQUITY AWARD PLAN AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the Extraordinary General Meeting of Sands China Ltd. to be held at The Venetian Macao-Resort-Hotel, Sicily 2401-2402, Level 1, Estrada da Baia de N. Senhora da Esperanca, s/n, Taipa, Macao on Friday, February 19, 2016, at 12:00 noon is set out on pages 6 to 7 of this circular. A form of proxy for use at the Extraordinary General Meeting is also enclosed. Such form of proxy is also published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.sandschinaltd.com).

Whether or not you are able to attend the Extraordinary General Meeting, please complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and deliver, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority 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 Extraordinary General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Extraordinary General Meeting if you so wish.

In case of any inconsistency between the English version and the Chinese version of this circular, the English version shall prevail.

January 27, 2016

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Letter from the Board

1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

1. Proposed Amendment of the Terms of the Equity Award Plan . . . . . . . . . . . . . . . . . . . . . . . 3

2. Extraordinary General Meeting, Proxy Arrangement and

Closure of Register of Members. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

4. Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Notice of Extraordinary General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

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

"Articles of Association" the articles of association of the Company currently in force; "Award" individually or collectively, any Option, Share Appreciation

Right, Restricted Share, Restricted Share Unit, Share Bonus or

Performance Compensation Award (each as defined in the Equity Award Plan) granted under the Equity Award Plan;

"Board" the board of Directors;

"Committee" (i) the remuneration committee of the Company from time to time or (ii) (x) if no such committee has been appointed by the Board or (y) even if such a committee has been appointed, with respect to the grant of an Award to a director of the Company who is not also an employee of the Company and the administration of such Award, the Board;

"Company" Sands China Ltd. 金沙中國有限公司, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange;

"Director(s)" (a) director(s) of the Company;

"EGM Notice" the Notice of Extraordinary General Meeting set out on pages 6 to 7 of this circular;

"Equity Award Plan" the equity award plan of the Company adopted by the Company

pursuant to a resolution passed by the Shareholders on November 8, 2009 (which, amongst other things, contained the share option scheme described in the Prospectus);

"Extraordinary General Meeting" an extraordinary general meeting of the Company to be held at The

Venetian Macao-Resort-Hotel, Sicily 2401-2402, Level 1, Estrada da Baia de N. Senhora da Esperanca, s/n, Taipa, Macao on Friday, February 19, 2016, at 12:00 noon, to consider and, if appropriate, to approve the resolution contained in the EGM Notice, or any adjournment thereof;

"Group" the Company and its subsidiaries from time to time;

"HK$" Hong Kong dollars, the lawful currency of Hong Kong;

"Hong Kong" the Hong Kong Special Administrative Region of the People's Republic of China;

"Latest Practicable Date" January 25, 2016, being the latest practicable date prior to the

printing of this circular for ascertaining certain information in this circular;

"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange;

"Macao" the Macao Special Administrative Region of the People's Republic of China;

"Participant" an eligible person who has been selected by the Committee to participate in the Equity Award Plan and to receive an Award pursuant to Section 6 of the Equity Award Plan;

"Prospectus" the prospectus dated November 16, 2009 of the Company;

"Resolution" the resolution set out in the EGM Notice;

"Share(s)" ordinary share(s) of US$0.01 each in the capital of the Company or if there has been a subsequent sub-division, consolidation, reclassification or reconstruction of the share capital of the Company, shares forming part of the ordinary equity share capital of the Company;

"Shareholder(s)" (a) holder(s) of Share(s);

"Stock Exchange" The Stock Exchange of Hong Kong Limited;

"Subsidiary" any subsidiary of the Company as defined under the Listing Rules;

"United States" the United States of America, including its territories and possessions and all areas subject to its jurisdiction; and

"US$" United States dollars, the lawful currency of the United States.