If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant and other professional adviser. If you have sold or transferred all your shares in Soundwill Holdings Limited, you should at once hand this circular, together with the enclosed form o f proxy, to the purchaser or to the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expre ssly disclaims any liability whatsoever for any loss however arising from or in reliance upon the whole or any part of the contents of this circular.

SOUNDWILL HOLDINGS LIMITED (金朝陽集團有限公司*)

(Incorporated in Bermuda with limited liability)

(Stock Code: 878) GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES AND RE-ELECTION OF THE RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening an Annual General Meeting of Soundwill Holdings Limited to be held at 36th Floor, Soundwill Plaza, No. 38 Russell Street, Causeway Bay, Hong Kong on Wednesday,

17 May 2017 at 2:30 p.m. is set out on pages 13 to 17 of this circular. A form of proxy for use at the Annual General Meeting is enclosed herein. Such form of proxy is also published o n t h e w e b s i t e o f H o n g K o n g E x c h a n g e a n d C l e a r i n g L i m i t e d (www.hkexnews.hk) and the Company (www.soundwill.com.hk).

Only light refreshment will be served after the Annual General Meeting.

Whether or not you are able to attend the Annual General Meeting, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's principal place of business in Hong Kong at 21st Floor, Soundwill Plaza, No. 38 Russell Street, Causeway Bay, Hong Kong as soon as practicable but in any event not less than 48 hours before the time appointed for holding 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 or any adjournment thereof should you so wish.

* For identification purpose only

11 April 2017

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

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

  1. General Mandates to Repurchase Shares and to Issue New Shares . . . . . . . . . . . . 4

  2. Proposed Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

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

5. Responsibility of the Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

6. Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

Appendix I - Explanatory Statement for Share Repurchase Mandate . . . . . . . . . . 7 Appendix II - Particulars of Retiring Directors Proposed for Re-election 10 Notice of Annua l General Meeting 13

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

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

36 th Floor, Soundwill Plaza, No. 38 Russell Street, Causeway Bay, Hong Kong on Wednesday, 17 May 2017 at 2:30 p.m. or any adjournment thereof, to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 13 to 17 of this circular

"Board" the board of Dir ectors

"Bye-laws" the bye-laws of the Company, as amended from time to time

"Company" Soundwill Holdings Limited, a company incorporated in Bermuda with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange

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

"Group" the Company, its subsidiaries, associated companies and jointly controlled entities 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

"Issuance Mandate" a general mandate proposed to be granted to the Directors

to allot, issue and deal with additional Shares of not exceeding 20% of the total number of issued shares of the Company as at the date of passing of the proposed ordinary resolution contained in item 5B of the notice of the Annual General Meeting as set out on pages 13 to 17 of this circular

"Latest Practicable Date" 30 March 2017, being the latest practicable date due 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

"SFO" the Securities and Futures Ordinance (Cha pter 571 of the Laws of Hong Kong)

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"Share(s)" ordinary share(s) of HK$0.1 each in the share capital of t h e C o m p a n y o r i f t h e r e h a s b e e n a s u b s e q u e n t s u b - d i v i s i o n , c o n s o l i d a t i o n , r e c l a s s i f i c a t i o n o r reconstruction of the share capital of the Company, shares forming part of the ordinary equity share capital of the Company

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

to repurchase Shares on the Stock Exchange of not exceeding 10% of the total number of issued shares of the Company as at the date of passing of the proposed ordinary resolution contained in item 5A of the notice of the Annual General Meeting as set out on pages 13 to 17 of this circular

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

"Stock Exchange" The Stock Exchange of Hong Kong Limited

"Takeovers Code" the Code on Takeovers and Merger s approved by the

Securities and Future Commission as amended (from time to time)

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Soundwill Holdings Limited published this content on 10 April 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 10 April 2017 09:55:05 UTC.

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