2c031642-da73-45ce-8a8f-2696040c9827.pdf If you are in any doubt about this circular or as to the action to be taken, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.


If you have sold or transferred all your shares in SOHO China Limited (the "Company"), you should at once hand this circular with the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer, 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.






(incorporated in the Cayman Islands with limited liability)

(Stock Code: 410)


PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES AND RE-ELECTION OF DIRECTORS AND DECLARATION AND PAYMENT OF SPECIAL DIVIDEND OUT OF SHARE PREMIUM ACCOUNT AND NOTICE OF ANNUAL GENERAL MEETING



A notice convening an annual general meeting of the Company to be held at Ballroom (Level 5), Island Shangri-La, Pacific Place, Supreme Court Road, Central, Hong Kong on Wednesday, 18 May 2016 at 2:00 p.m. is set out on pages 16 to 20 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 of Hong Kong Limited (www.hkexnews.hk) and the Company (www.sohochina.com). Whether or not you are able to attend the meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar of the Company 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 meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting at the meeting if they so wish.


8 April 2016

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


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

Ballroom (Level 5), Island Shangri-La, Pacific Place, Supreme Court Road, Central, Hong Kong on Wednesday, 18 May 2016 at 2:00 p.m., or any adjournment thereof and notice of which is set out on pages 16 to 20 of this circular


"Articles of Association" the articles of association of the Company, as amended from time to time


"Board" the board of Directors


"CG Code" Corporate Governance Code as set out in Appendix 14 to the Listing Rules


"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


"Group" the Company and its subsidiaries


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


"Hong Kong" the Hong Kong Special Administrative Region of the PRC


"INED(s)" independent non-executive Director(s)


"Latest Practicable Date" 29 March 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

"PRC" the People's Republic of China, excluding, for the purpose of this circular, Hong Kong, the Macau Special Administrative Region of the People's Republic of China and Taiwan


"Proposed Issue Mandate" a general mandate proposed to be granted to the Directors

at the Annual General Meeting to allot, issue or otherwise deal with the additional Shares up to 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolution granting such general mandate


"Proposed Repurchase Mandate" a general mandate proposed to be granted to the Directors

at the Annual General Meeting to repurchase Shares not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolution granting such general mandate


"Record Date" Monday, 30 May 2016, being the record date for determining entitlements of the Shareholders 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 RMB5,202,742,000 as at 31 December 2015 based on the audited consolidated financial statements of the Company as at that date


"Shareholder(s)" the holder(s) of the Share(s)


"Special Dividend" the proposed special dividend of RMB0.348 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


"Takeovers Code" the Code on Takeovers and Mergers issued by the Securities and Futures Commission of Hong Kong, as amended from time to time

"Trust" The Little Brothers Settlement constituted on 25 November 2005 of which Cititrust Private Trust (Cayman) Limited is the trustee


"%" per cent

SOHO China Ltd. issued this content on 07 April 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 07 April 2016 11:04:06 UTC

Original Document: http://202.66.146.82/listco/hk/sohochina/circulars/c160407.pdf