SANDS CHINA : Proposed Re-election of Retiring Directors and Proposed Granting of General Mandates to Repurchase Shares and to Issue New Shares and Adoption of the 2019 Equity Award Plan and Notice of Annual General Meeting

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Sands China Ltd., you should at once hand this circular, together with the enclosed form of proxy, 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.

SANDS CHINA LTD.

金 沙 中 國 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1928 and Note Stock Codes: 5140, 5141, 5142, 5725, 5727, 5733)

PROPOSED RE-ELECTION OF RETIRING DIRECTORS

AND

PROPOSED GRANTING OF GENERAL MANDATES TO

REPURCHASE SHARES AND TO ISSUE NEW SHARES

AND

ADOPTION OF THE 2019 EQUITY AWARD PLAN

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of Sands China Ltd. to be held at Dunhuang Ballroom, Level 4, Conrad Macao, Cotai Central, Sands Cotai Central, Estrada do Istmo. s/n, Cotai, Macao on Friday, May 24, 2019 at 11:00 a.m. is set out on pages 33 to 37 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 (http://www.hkexnews.hk) and the Company (http://www.sandschina.com).

Whether or not you are able to attend the Annual General Meeting, please complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and deliver, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority to the Company's branch 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 possible but in any event no later than 11:00 a.m. (Hong Kong time) on Wednesday, May 22, 2019 (or if the Annual General Meeting is adjourned, not less than 48 hours before the time appointed for the holding of the adjourned Annual General Meeting). Completion and delivery of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting if you so wish.

In case of any inconsistency between the English version and the Chinese version of this circular, the English version shall prevail.

April 1, 2019

CONTENTS

				Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .				1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			4
2.	Proposed Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . .			5
3.	Proposed Granting of General Mandates to Repurchase and to Issue Shares . . . . . . . .			5
4.	Adoption of the 2019 Equity Award Plan . . . . . . . . . . . . . . . . . . . . . .			6
5.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . .			8
6.	Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . . . .			9
7.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			9
Appendix I		-	Details of the Retiring Directors Proposed to be	10
			Re-elected at the Annual General Meeting . . . . . . . . . . . . .
Appendix II		-	Explanatory Statement on the Share Repurchase Mandate . . . . . . .	15
Appendix III		-	Summary of the 2019 Equity Award Plan . . . . . . . . . . . . . .	18
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . .				33

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DEFINITIONS

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

"2019 Equity Award Plan" or "Plan"	the new equity award plan of the Company in relation to the grant
	of Awards proposed to be adopted by the Company subject to,
	among other things, the approval of the Shareholders at a general
	meeting, and a summary of the terms of which is contained in
	Appendix III of this circular;
"AGM Notice"	the notice of Annual General Meeting set out on pages 33 to 37 of
	this circular;
"Annual General Meeting"	the annual general meeting of the Company to be held at Dunhuang
	Ballroom, Level 4, Conrad Macao, Cotai Central, Sands Cotai
	Central, Estrada do Istmo. s/n, Cotai, Macao on Friday, May 24,
	2019 at 11:00 a.m., to consider and, if appropriate, to approve the
	resolutions contained in the AGM Notice, or any adjournment thereof;
"Articles of Association"	the articles of association of the Company currently in force;
"associate"	as defined in the Listing Rules from time to time;
"Award(s)"	individually or collectively, any Option, Share Appreciation
	Right, Restricted Share, Restricted Share Unit, Share Bonus or
	Performance Compensation Award granted under the 2019 Equity
	Award Plan;
"Board"	the board of Directors;
"close associate"	as defined in the Listing Rules from time to time;
"Committee"	the administrator of the Plan, being (a) the Remuneration
	Committee of the Board; or, (b) the Board, in the event of the
	following: (1) where no Remuneration Committee has been
	appointed by the Board, or (2) with respect to the grant and
	administration of an Award to a Director who is not also an
	employee of the Company or any Subsidiary;
"Company"	Sands China Ltd. 金沙中國有限公司, a company incorporated in
	the Cayman Islands with limited liability and the Shares of which
	are listed on the Main Board of the Stock Exchange;
"connected person"	as defined in the Listing Rules from time to time;
"Director(s)"	member(s) of the board of directors of the Company;
"Dividend Equivalents"	as defined in paragraph 3 of Appendix III of this circular;
"Effective Date"	December 1, 2019, the date on which the Plan becomes effective,
	subject to the conditions set out in the Plan;
"Eligible Person(s)"	as defined in paragraph 2 of Appendix III of this circular;
"Existing Equity Award Plan"	the equity award plan of the Company adopted by the Company
	pursuant to a resolution passed by the Shareholders on
	November 8, 2009 (as amended on February 19, 2016);

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	DEFINITIONS
"Fair Market Value"	on a given date, (i) if the Shares are listed on the Stock Exchange,
	the official closing price of a Share reported in the daily quotation
	sheet of the Stock Exchange on such date or, if there is no such
	price on that date, then on the last preceding date on which such a
	price was reported; (ii) if the Shares are not listed on any securities
	exchange but are quoted in an inter-dealer quotation system on a
	last sale basis, the average between the closing bid price and ask
	price of a Share reported on such date, or, if there is no such sale
	on that date, then on the last preceding date on which a sale was
	reported; or (iii) if the Shares are not listed on a securities exchange
	or quoted in an inter-dealer quotation system on a last sale basis, the
	amount determined by the Committee to be the fair market value of
	a Share on such date based upon a good faith attempt to value the
	Share accurately and computed in accordance with the International
	Financial Reporting Standards as applicable from time to time;
"Grantee(s)" or "Participant(s)"	Eligible Person(s) who have been granted Awards under the Plan;
"Group"	the Company and its Subsidiaries from time to time;
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong;
"Hong Kong" or "HKSAR"	the Hong Kong Special Administrative Region of the People's
	Republic of China;
"Issuance Mandate"	as defined in paragraph 3(b) of the Letter from the Board;
"Latest Practicable Date"	March 26, 2019, being the latest practicable date 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 of Hong Kong Limited (as amended from time to time);
"LVS"	Las Vegas Sands Corp., a company incorporated in Nevada, U.S.A.
	and the common stock of which is listed on the New York Stock
	Exchange;
"Macao"	the Macao Special Administrative Region of the People's Republic
	of China;
"Maximum Limit"	as defined in paragraph 5 of Appendix III of this circular;
"Memorandum and Articles of	the Memorandum of Association and the Articles of Association of
Association"	the Company currently in force;
"Model Code"	the Model Code for Securities Transactions by Directors of Listed
	Issuers set out in Appendix 10 of the Listing Rules;
"New Scheme Limit"	as defined in paragraph 5 of Appendix III of this circular;
"Option(s)"	an option to subscribe for Shares granted under the 2019 Equity
	Award Plan;
"Option Period"	as defined in paragraph 10 of Appendix III of this circular;
"Option Price"	as defined in paragraph 4 of Appendix III of this circular;
"Performance Compensation	as defined in paragraph 3 of Appendix III of this circular;
Award(s)"
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	DEFINITIONS
"Restricted Period"	with respect to any Award of Restricted Share or any Restricted
	Share Unit, the period of time determined by the Committee
	during which such Award is subject to the restrictions set forth in
	the 2019 Equity Award Plan or, as applicable, the period of time
	within which performance is measured for purposes of determining
	whether an Award has been earned;
"Restricted Share(s)"	as defined in paragraph 3 of Appendix III of this circular;
"Restricted Share Unit(s)"	as defined in paragraph 3 of Appendix III of this circular;
"Scheme Limit"	as defined in paragraph 5 of Appendix III of this circular;
"SFO"	the Securities and Futures Ordinance of Hong Kong (Chapter 571
	of the Laws of Hong Kong) as amended, supplemented or
	otherwise modified from time to time;
"Share(s)"	ordinary share(s) of US$0.01 each in the issued share capital
	of the Company or if there has been a subsequent sub-division,
	consolidation, reclassification or reconstruction of the share capital
	of the Company, shares forming part of the ordinary equity share
	capital of the Company;
"Share Appreciation Right(s)" or	as defined in paragraph 3 of Appendix III of this circular;
"SAR(s)"
"Share-based Award(s)"	individually or collectively, any Option, Share Appreciation Right,
	Restricted Share, Restricted Share Unit or Share Bonus under the
	2019 Equity Award Plan;
"Share Bonus(es)"	as defined in paragraph 3 of Appendix III of this circular;
"Share Repurchase Mandate"	as defined in paragraph 3(a) of the Letter from the Board;
"Shareholder(s)"	holder(s) of Share(s);
"Stock Exchange"	The Stock Exchange of Hong Kong Limited;
"Strike Price"	(i) in the case of a SAR granted in tandem with an Option, the
	Option Price of the related Option; or (ii) in the case of a SAR
	granted independent of an Option, the Fair Market Value of a Share
	on the date of grant;
"Subsidiary"	a subsidiary (as defined in the Listing Rules from time to time) of
	the Company;
"substantial shareholder"	as defined in the Listing Rules from time to time;
"Takeovers Code"	The Codes on Takeovers and Mergers and Share Buy-backs
	issued by the Securities and Futures Commission in Hong Kong;
"United States", "U.S." or "U.S.A."	the United States of America, including its territories and
	possessions and all areas subject to its jurisdiction;
"US$"	United States dollars, the lawful currency of the United States; and
"Vested Unit(s)"	as defined in paragraph 3 of Appendix III of this circular.

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