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 licensed dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Soundwill Holdings Limited, you should at once hand this circular 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.

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

(Incorporated in Bermuda with limited liability)

(Stock Code: 878) MAJOR TRANSACTION DISPOSAL OF INDIGO DRAGON LIMITED

* For identification only 2 August 2016

Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

APPENDIX I - FINANCIAL INFORMATION OF THE GROUP . . . . . . . . . . I-1 APPENDIX II - PROPERTY VALUATION REPORT . . . . . . . . . . . . . . . . . . . . II-1 APPENDIX III - GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . III-1

In this circular and the appendices to it, unless the context otherwise requires, the following terms and expressions have the following meanings:

"Adjustment Amount" the adjustment amount as set out in the Pro Forma

Completion Statement and the Final Completion Statement (as the case may be) as ascertained in accordance with the Sale and Purchase Agreement

"Board" the board of Directors

"Business Day" a day (not being a Saturday or Sunday) when banks generally are open in Hong Kong and Macau for the transaction of general banking business

"close associates" has the meaning as ascribed to it under the Listing Rules

"Company" Soundwill Holdings Limited (金朝陽集團有限公司*), an exempted company incorporated in Bermuda with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (stock code: 878)

"Completion" completion of the sale and purchase of the Sale Share and the assignment of the Sale Loans under the Sale and Purchase Agreement, which took place on 15 July 2016

"Completion Adjustments" having the meaning as ascribed to it under the

paragraph headed "Adjustments to the Consideration" in the "Letter from the Board" section of this circular

"Completion Date" the day Completion took place, that is, 15 July 2016 "Condition(s)" the condition(s) precedent to Completion "connected person(s)" has the meaning as ascribed to it under the Listing

Rules

"Consideration" the consideration payable by the Purchaser to the Seller for the Sale Share and the Sale Loans under the Sale and Purchase Agreement, subject to adjustments

"Consideration Adjustments" having the meaning as ascribed to it under the

paragraph headed "Adjustments to the Consideration" in the "Letter from the Board" section of this circular

* For identification only

"Deposit" a sum of HK$164,000,000 representing twenty percent (20%) of HK$820,000,000 (being the amount of the initial Consideration prior to adjustments under the Sale and Purchase Agreement)

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

"Disposal" the disposal of the Sale Share and the assignment of the Sale Loans by the Seller to the Purchaser pursuant to the Sale and Purchase Agreement

"Final Completion Statement" the final statement setting out the calculation of the

Adjustment Amount based on the Pro Forma Unaudited Completion Accounts subject to the terms of the Sale and Purchase Agreement

"Group" collectively, the Company and its subsidiaries

"Guarantor" Eagle Fund I.L.P., an exempted limited partnership established in the Cayman Islands

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

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

"Latest Practicable Date" 27 July 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

"Madam Foo" Madam Foo Kam Chu Grace, Chairman and an executive Director and a controlling shareholder of the Company

"Post-Completion Adjustments"

having the meaning as ascribed to it under the paragraph headed "Adjustments to the Consideration" in the "Letter from the Board" section of this circular

"PRC" The People's Republic of China, but for the purpose of this circular only, excludes Hong Kong, Macau and Taiwan

Soundwill Holdings Limited published this content on 01 August 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 01 August 2016 10:41:02 UTC.

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