Soundwill : Circulars - Proposal for General Mandates to Issue and Repurchase Shares and Information on Directors to be Re-elected

3d3b2b3a-6b55-499b-9c50-9dc198cef50b.pdf 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 licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Soundwill Holdings Limited (the "Company"), you should at once hand this circular, together with the accompanying form of proxy, to the purchaser or to the transferee or to the bank, the licensed securities dealer or other agent through whom the sale was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims 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)

PROPOSAL FOR RE-ELECTION OF DIRECTORS AND GENERAL MANDATES TO BUY-BACK SHARES AND TO ISSUE SHARES

A notice convening the annual general meeting (the "AGM") of Soundwill Holdings Limited (the "Company") to be held on 36th Floor, Soundwill Plaza, No. 38 Russell Street, Causeway Bay, Hong Kong at 2:30 p.m. on Wednesday, 25 May 2016, at which the above proposal will be considered, is contained in the 2015 Annual Report of the Company accompanying this circular.

Only light refreshment will be served after the AGM.

If you are not able to attend the meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's principal office in Hong Kong at 21st Floor, Soundwill Plaza, No. 38 Russell Street, Causeway Bay, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the AGM. Completion and return of the form of proxy will not preclude you from attending and voting at the AGM should you so wish.

* For identification only 21 April 2016

Pages

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

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

2. Granting of the Buy-Back Share Mandate, the Share Issue Mandate and

the Extension of Share Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . 4

3. Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

4. Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

5. Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

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

Appendix I - Explanatory Statement on Buy-back Share Mandate . . . . 6 Appendix II - Details of Directors proposed to be re-elected 10

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

"AGM" or "Annual General Meeting"

the annual general meeting of the Company to be held on 36th Floor, Soundwill Plaza, No. 38 Russell Street, Causeway Bay, Hong Kong on Wednesday, 25 May 2016 at 2:30 p.m.;

"AGM Notice" the notice convening the AGM as contained in the 2015 Annual Report of the Company accompanying this circular;

"Board" the board of Directors;

"Branch Share Registrar" Tricor Standard Limited at Level 22, Hopewell Centre,

183 Queen's Road East, Hong Kong being the Hong Kong branch share registrar and transfer office of the Company;

"Buy-Back Share Mandate" the general mandate to the Directors to exercise the

power of the Company to buy-back Shares during the relevant period up to 10 per cent. of the issued share capital of the Company as at the date of passing of the resolution no. 5A set out in the AGM Notice;

"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 securities of which are listed on the Stock Exchange;

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

"Extension of Share Issue Mandate"

the extension of the Share Issue Mandate by the addition there to of an amount representing the aggregate number of Shares bought-back by the Company under the authority granted pursuant to the Buy-Back Share Mandate provided that such extended amount shall not exceed 10 per cent. of the number of Shares in issue at the date of passing of resolution no. 5C set out in the AGM Notice;

"Group" means 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;

"Latest Practicable Date" 15 April 2016, being the latest practicable date prior to

the printing of this circular for the purpose of ascertaining certain information for inclusion in this circular;

"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange;

"SFO" Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong);

"Share(s)" ordinary share(s) of HK$0.10 each in the share capital of the Company (or of such other nominal amount as shall result from a sub-division, consolidation, reclassification or reconstruction of the share capital of the Company from time to time);

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

"Stock Exchange" The Stock Exchange of Hong Kong Limited; and

"Takeovers Code" the Codes on Takeovers and Mergers and Share

Buy-backs.