SOHO CHINA LIMITED 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.
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 410) PROPOSAL FOR DECLARATION AND PAYMENT OF SPECIAL DIVIDEND OUT OF SHARE PREMIUM ACCOUNT AND RE-ELECTION OF EXECUTIVE DIRECTOR AND NOTICE OF EXTRAORDINARY GENERAL MEETINGA notice convening the EGM of SOHO China Limited to be held at 11/F, Tower A, Chaowai SOHO, 6B Chaowai Street, Chaoyang District, Beijing, PRC on Tuesday, 27 September 2016 at 10:00 a.m. is set out on pages 9 to 10 of this circular. A form of proxy for use at the EGM is enclosed. Such form of proxy is also published on the website of the Stock Exchange (www.hkexnews.hk) and the website of the Company (www.sohochina.com).
Whether or not you are able to attend the EGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's 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 practicable and in any event not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjourned meeting should you so wish.
9 September 2016
Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 LETTER FROM THE BOARD1. INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2. DECLARATION AND PAYMENT OF SPECIAL DIVIDEND OUT OF
SHARE PREMIUM ACCOUNT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 4 | |
3. | RE-ELECTION OF EXECUTIVE DIRECTOR . . . . . . . . . . . . . . . . . . . . . . | 5 |
4. | EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 6 |
5. | VOTING BY POLL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 6 |
6. | PROXY ARRANGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 7 |
7. | CLOSURE OF REGISTER OF MEMBERS . . . . . . . . . . . . . . . . . . . . . . . . | 7 |
8. | RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 7 |
9. | RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 8 |
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, as amended from time to time
"Board" the board of Directors
"Companies Law" the Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands and any amendments or other statutory modifications thereof
"Company" SOHO China Limited, an exempted company incorporated on 5 March 2002 in the Cayman Islands with limited liability and whose Shares are listed on the Main Board of the Stock Exchange
"Director(s)" the director(s) of the Company
"EGM" an extraordinary general meeting of the Company to be held at 11/F, Tower A, Chaowai SOHO, 6B Chaowai Street, Chaoyang District, Beijing, PRC on Tuesday, 27 September 2016 at 10:00 a.m., for the purpose of, among other things, considering and, if appropriate, approving the resolutions contained in the notice of the meeting which is set out on pages 9 to 10 of this circular, or any adjournment thereof
"Group" the Company and its subsidiaries
"HKD" Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong" the Hong Kong Special Administrative Region of the PRC "Latest Practicable Date" 31 August 2016, being the latest practicable date prior to
the printing of this circular for the purpose of ascertaining certain information contained in this circular
"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time
"Main Board" the stock market operated by the Stock Exchange, which excludes the Growth Enterprise Market and the options market
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"PRC" the People's Republic of China and for the purpose of this circular, excluding Hong Kong, the Macau Special Administrative Region of the People's Republic of China and Taiwan
"Record Date" Wednesday, 5 October 2016, being the record date for determining entitlements to the Special Dividend
"RMB" Renminbi, the lawful currency of the PRC
"Securities and Futures Ordinance" Securities and Futures Ordinance, Chapter 571 of the Laws
of Hong Kong, as amended from time to time
"Share(s)" ordinary share(s) of nominal value of HK$0.02 each in the capital of the Company
"Share Premium Account" the share premium account of the Group, the amount
standing to the credit of which was approximately RMB3,397,103,039.59 as at 31 August 2016 based on the unaudited consolidated financial statements of the Group as at that date
"Shareholder(s)" holder(s) of Share(s)
"Special Dividend" the proposed special dividend of RMB0.19 per Share as recommended by the Board to Shareholders whose names appear on the register of members of the Company on the Record Date
"Stock Exchange" The Stock Exchange of Hong Kong Limited
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SOHO China Ltd. published this content on 08 September 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 08 September 2016 12:57:04 UTC.
Original documenthttp://202.66.146.82/listco/hk/sohochina/circulars/c160908e.pdf
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