SOHO China : RESULT OF CONSENT SOLICITATION IN RESPECT OF 5.750% Senior Notes Due 2017 7.125% Senior Notes Due 2022

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities referred to herein. This announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States or any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The securities referred to herein will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act. Any public offering of securities to be made in the United States will be made by means of a prospectus. Such prospectus will contain detailed information about the company making the offer and its management and financial statements. The Company does not intend to make any public offering of securities in the United States.

(incorporated in the Cayman Islands with limited liability)

Reference is made to the announcement of SOHO China Limited (the "Company") dated June
2, 2015 in relation to:
• a solicitation of consents (the "2017 Notes Consent Solicitation") to a proposed amendment (the "2017 Notes Proposal") to the indenture, dated as of November 7, 2012 (as supplemented or amended from time to time and up to June 15, 2015, the "2017

5.750% senior notes due 2017 (ISIN: XS0850023093, Common Code: 085002309) (the
"2017 Notes"); and
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• a solicitation of consents (the "2022 Notes Consent Solicitation", together with the
2017 Notes Consent Solicitation, the "Consent Solicitation") to a proposed amendment (the "2022 Notes Proposal", together with the 2017 Notes Proposal, the "Proposals") to the indenture, dated as of November 7, 2012 (as supplemented or amended from time to time and up to June 15, 2015, the "2022 Notes Indenture", together with the 2017 Notes Indenture, the "Indentures"), by and between the Company, the Subsidiary Guarantors (as defined therein) and The Bank of New York Mellon, London Branch, as trustee, governing its 7.125% senior notes due 2022 (ISIN: XS0851996925, Common Code:
085199692) (the "2022 Notes", together with the 2017 Notes, the "Notes").
Unless otherwise indicated, capitalized terms used in this announcement but not defined herein have the same meaning given to them in the June 2, 2015 announcement. As indicated in the Consent Solicitation Statement, the Consent Solicitation expired at 5:00 p.m. Central European time on June 15, 2015 (the "Expiration Date") with respect to the 2017 Notes and the 2022 Notes.
The Company announces that, as of the Expiration Date, consents from (i) Holders holding a majority of the aggregate principal amount of the 2017 Notes and (ii) Holders holding a majority of the aggregate principal amount of the 2022 Notes have been validly delivered and not revoked. As unrevoked consents have been received from Holders of not less than a majority in aggregate principal amount of each of the 2017 Notes and the 2022 Notes, the Company has obtained the requisite consents to proceed with the Proposals with respect to each of the Indentures.
The Company and the Subsidiary Guarantors today executed supplemental indentures to each of the Indentures to give effect to the Proposals. As disclosed in the Consent Solicitation Statement, the Company will make a cash payment of the Consent Fee of US$5.00 to each Holder for each US$1,000 in principal amount of Notes in respect of which such Holder delivered a consent on or prior to the Expiration Date (and did not validly revoke it on or prior to the Consent Date). The Company expects to pay the Consent Fee as soon as practicable in accordance with the terms set forth in the Consent Solicitation Statement.
The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this press release comes are required to inform themselves about, and to observe, any such restrictions.

We are a leading prime office developer that focuses on the development, leasing and operation of office and retail properties in Beijing and Shanghai. We manage investment properties under our "SOHO" brand with a view to generating stable recurring income that we expect to increase in line with economic growth, building a sustainable foundation for our future development and allowing for capital asset appreciation driven by our investment property portfolio.
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Forward-looking statements in this announcement, including but not limited to those statements relating to the Consent Solicitation, such as the payment of the Consent Fee, are based on current expectations. These statements are not guarantees of future events or results. Future events and results involve some risks, uncertainties and assumptions that are difficult to predict. Actual events and results could vary materially from the description contained herein due to many factors including changes in the market and price for the Notes; changes in the business and financial condition of the Company and its subsidiaries; changes in the PRC real estate market; changes in the capital markets in general.
By order of the Board SOHO China Limited Pan Shiyi

Chairman

Hong Kong, June 16, 2015

As at the date of this announcement, the executive directors of the Company are Mr. Pan Shiyi, Mrs. Pan Zhang Xin Marita and Ms. Yan Yan; and the independent non-executive directors of the Company are Mr. Sun Qiang Chang, Mr. Cha Mou Zing, Victor and Mr. Xiong Ming Hua.

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