SOHO China : PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES AND RE-ELECTION OF DIRECTORS AND DECLARATION AND PAYMENT OF FINAL DIVIDEND 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 your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

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

SOHO CHINA LIMITED

SOHO 中國有限公司

(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

NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of SOHO China Limited to be held at 11/F, Tower A, Chaowai SOHO, 6B Chaowai Street, Chaoyang District, Beijing, the PRC on Wednesday, 26 May 2021 at 10:00 a.m. is set out on pages 15 to 19 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 and transfer office 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.

21 April 2021

		CONTENTS
			Page
DEFINITIONS . .	. . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
Introduction	. . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Proposed Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Proposed Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Proposed Retirement and Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Form of Proxy . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Voting by Poll . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Recommendation	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX I	-	DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION . . .	9
APPENDIX II	-	EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

- i -

DEFINITIONS

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 11/F,
	Tower A, Chaowai SOHO, 6B Chaowai Street, Chaoyang
	District, Beijing, the PRC on Wednesday, 26 May 2021 at
	10:00 a.m., or any adjournment thereof and notice of which is
	set out on pages 15 to 19 of this circular
"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
"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 People's
	Republic of China
"Latest Practicable Date"	13 April 2021, 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 PRC and Taiwan

- 1 -

	DEFINITIONS
"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 number
	of issued Shares 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 number of issued Shares as at
	the date of passing of the relevant resolution granting such
	general mandate
"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
"Shareholder(s)"	the holder(s) of the Share(s)
"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
"USD"	United States dollar, the lawful currency of the United States
	of America
"%"	per cent

- 2 -

LETTER FROM THE BOARD

SOHO CHINA LIMITED

SOHO 中國有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 410)

Executive Directors:	Registered office:
Mr. Pan Shiyi (Chairman)	Cricket Square
Mrs. Pan Zhang Xin Marita (Chief Executive Officer)	Hutchins Drive
	P.O. Box 2681
Independent non-executive Directors:	Grand Cayman KY1-1111
Mr. Sun Qiang Chang	Cayman Islands
Mr. Xiong Ming Hua
Mr. Huang Jingsheng	Corporate headquarter:
	11F, Section A, Chaowai SOHO
	No. 6B, Chaowai Street
	Chaoyang District
	Beijing 100020
	PRC
	Principal place of business
	in Hong Kong:
	31/F, Tower Two, Times Square
	1 Matheson Street
	Causeway Bay Hong Kong
	21 April 2021
To the Shareholders
Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES

TO ISSUE SHARES AND REPURCHASE SHARES

AND

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with (i) the notice of Annual General Meeting; (ii) all the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolutions in relation to the Proposed Issue Mandate and the Proposed Repurchase Mandate; (iii) information relating to the re-election of Directors.

- 3 -