SANDS CHINA : Proposed Re-election of Retiring Directors and Proposed Granting of General Mandates to Repurchase Shares and to Issue New Shares and Notice of Annual General Meeting

64839918-f8c5-4cf5-aaf5-d4de86b33c42.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)

PROPOSED RE-ELECTION OF RETIRING DIRECTORS AND PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of Sands China Ltd. to be held at The Venetian Macao- Resort-Hotel, Milan 2001 to 2102, Level 1, Estrada da Baia de N. Senhora da Esperanca, s/n, Taipa, Macao on Friday, May 27, 2016, at 11:00 a.m. is set out on pages 14 to 17 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 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 Annual 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 Annual 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 Annual 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.

March 24, 2016

Page

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

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

2. Proposed Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

1. Proposed Granting of General Mandates to Repurchase and to Issue Shares . . . . . . . . . . . . . . . . 4

2. Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

5. Recommendation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Appendix I - Details of the Retiring Directors Proposed to be Re-elected at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Appendix II - Explanatory Statement on the Share Repurchase Mandate 11 Notice of Annual General Meeting 14

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

"AGM Notice" the Notice of Annual General Meeting set out on pages 14 to 17 of this circular;

"Annual General Meeting" an annual general meeting of the Company to be held at The

Venetian Macao-Resort-Hotel, Milan 2001 to 2102, Level 1, Estrada da Baia de N. Senhora da Esperanca, s/n, Taipa, Macao on Friday, May 27, 2016 at 11:00 a.m., to consider and, if appropriate, to approve the resolutions contained in the AGM Notice, or any adjournment thereof;

"Articles of Association" the articles of association of the Company currently in force; "Board" the board of Directors;

"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;

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

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

"Hong Kong" or "HKSAR" the Hong Kong Special Administrative Region of the People's

Republic of China;

"Issuance Mandate" as defined in paragraph 3(b) of the Letter from the Board;

"Latest Practicable Date" March 17, 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;

"LVS" Las Vegas Sands Corp., a company incorporated in Nevada, U.S.A. in August 2004 and the common stock of which is listed on the New York Stock Exchange;

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

"Memorandum and Articles of Association"

the Memorandum of Association and the Articles of Association currently in force;

"Model Code" the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix 10 of the Listing Rules;

"SFO" the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong;

"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;

"Share Repurchase Mandate" as defined in paragraph 3(a) of the Letter from the Board; "Shareholder(s)" (a) holder(s) of Share(s);

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

"Takeovers Code" The Codes on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission in Hong Kong;

"United States", "U.S." or "U.S.A." 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.