Sands China Ltd. — Proxy Solicitation & Information Statement 2013

Jun 27, 2013

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)

PROPOSED APPOINTMENT OF AUDITOR

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening an extraordinary general meeting of Sands China Ltd. to be held at The Venetian Macao-Resort-Hotel, Sicily 2401 to 2502, Level 1, Estrada da Baia de N. Senhora da Esperanca, s/n, Taipa, Macao on Friday, July 26, 2013 at 12:00 noon is set out on page 5 of this circular. A form of proxy for use at the EGM (as defi ned on page 1 hereof) 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.sandschinaltd.com).

Whether or not you are able to attend the EGM, please complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certifi ed copy of that power of attorney or authority at 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 not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM if you so wish.

This circular is prepared in English and Chinese. In case of inconsistency, please refer to the English version as it shall prevail.

June 28, 2013

* For identifi cation purposes only

CONTENTS

	Page
Def nitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Notice of Extraordinary General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5

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DEFINITIONS

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

“Articles of Association”	the articles of association of the Company currently in force;
“Board”	the board of Directors;
“Company”	Sands China Ltd.金沙中國有限公司*, a company incorporated in
	the Cayman Islands with limited liability, the Shares of which are
	listed on the Main Board of the Stock Exchange;
“Deloitte”	Deloitte Touche Tohmatsu;
“Director(s)”	the director(s) of the Company;
“EGM”	an extraordinary general meeting of the Company to be held at
	The Venetian Macao-Resort-Hotel, Sicily 2401 to 2502, Level 1,
	Estrada da Baia de N. Senhora da Esperanca, s/n, Taipa, Macao on
	Friday, July 26, 2013 at 12:00 noon, to consider and, if appropriate,
	to approve the resolution contained in the EGM Notice, or any
	adjournment thereof;
“EGM Notice”	the Notice of EGM set out on page 5 of this circular;
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s
	Republic of China;
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange;
“LVS”	Las Vegas Sands Corp., a company incorporated in Nevada, U.S.A.
	in August 2004 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;
“PwC”	PricewaterhouseCoopers Hong Kong;
“Shares(s)”	ordinary share(s) of US$0.01 each in the capital of the Company
	or if there has been a subsequent sub-division, consolidation,
	reclassif cation or reconstruction of the share capital of the
	Company, shares forming part of the ordinary equity share capital
	of the Company;
“Shareholder(s)”	holder(s) of Share(s);
“Stock Exchange”	The Stock Exchange of Hong Kong Limited; and
“US$”	United States dollars, the lawful currency of the United States.

• For identifi cation purposes only

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LETTER FROM THE BOARD

SANDS CHINA LTD. 金沙中國有限公司

*

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1928)

Executive Directors: Edward Matthew Tracy (President and Chief Executive Offi cer) Toh Hup Hock (Chief Financial Offi cer and Executive Vice President)

Registered Offi ce: Intertrust Corporate Services (Cayman) Limited 190 Elgin Avenue George Town, Grand Cayman KY1-9005 Cayman Islands

Non-Executive Directors: Sheldon Gary Adelson (Chairman) Michael Alan Leven (David Alec Andrew Fleming as his alternate) Jeffrey Howard Schwartz Irwin Abe Siegel Lau Wong William

Principal Place of Business in Hong Kong: Level 28, Three Pacifi c Place 1 Queen’s Road East Hong Kong

Independent Non-Executive Directors: Iain Ferguson Bruce Chiang Yun David Muir Turnbull Victor Patrick Hoog Antink Steven Zygmunt Strasser

June 28, 2013

To the Shareholders

Dear Sir/Madam,

PROPOSED APPOINTMENT OF AUDITOR AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

Reference is made to the announcement of the Company dated April 29, 2013 in relation to PwC declining to stand for re-appointment as the Company’s auditor for the year ending December 31, 2013 and the announcement of the Company dated May 24, 2013 in relation to the proposed appointment of Deloitte as the new auditor of the Company to take immediate effect until the conclusion of the 2014 annual general meeting of the Company, subject to the approval of the Shareholders at the EGM.

• For identifi cation purposes only

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LETTER FROM THE BOARD

At the forthcoming EGM, an ordinary resolution will be proposed for the Shareholders to consider, and if thought fi t to approve, the appointment of Deloitte as the auditor of the Company and the

The purpose of this circular is to provide the Shareholders with information necessary to enable them to make a decision on whether to vote for or against the ordinary resolution to be proposed at the EGM for the appointment of Deloitte as the Company’s new auditor and the authorization for the Board to fi x the remuneration of Deloitte, and to give the Shareholders the notice of the EGM.

2. REASON FOR CHANGE OF AUDITOR

On April 28, 2013, the Company received a letter from PwC stating that it will not be standing for reappointment as the Company’s auditor for the year ending December 31, 2013 and that its appointment will terminate upon completion of its review of the Company’s fi nancial information prepared for inclusion in the condensed consolidated fi nancial statements of LVS as of and for the quarter ended March 31, 2013. That letter also stated that, on April 23, 2013, PricewaterhouseCoopers LLP, the US member fi rm of the PricewaterhouseCoopers network, indicated to LVS, and LVS concurred, that PricewaterhouseCoopers LLP declined to stand for re-election as LVS’s independent registered public accounting fi rm for the fi scal year ending December 31, 2013. In this connection, PwC considers it impractical for PwC to continue as auditor to the Company and has therefore decided not to seek re-appointment as the auditor of the Company.

PwC confi rmed that there are no circumstances connected with PwC’s decision not to seek reappointment as the auditor of the Company that PwC considers should be brought to the attention of the Shareholders.

The Company also confi rms that there are no disagreements between the Company and PwC and there are no other matters that need to be brought to the attention of the holders of securities of the Company.

Deloitte is one of the leading professional services providers in Hong Kong and is registered with the Hong Kong Institute of Certifi ed Public Accountants. Backed by its global network, Deloitte delivers a full range of audit, tax, consulting and fi nancial advisory services to national, multinational and growth enterprise clients.

Following the recommendation of the Company’s Audit Committee, the Board proposed to appoint Deloitte as the new auditor of the Company to fi ll the vacancy and to hold offi ce until the conclusion of the 2014 annual general meeting of the Company, subject to the approval of the Shareholders at the EGM and

3. EXTRAORDINARY GENERAL MEETING AND PROXY ARRANGEMENT

Pursuant to the Listing Rules (except for procedural and administrative matters) and the Articles of Association, any vote of Shareholders at a general meeting must be taken by poll. An announcement of the poll vote results will be published by the Company after the EGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

A form of proxy for use at the EGM (and any adjournment thereof) is enclosed with this circular and such form of proxy is also published on the websites of the Stock Exchange (http://www.hkexnews.hk)

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LETTER FROM THE BOARD

and the Company (http://www.sandschinaltd.com). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certifi ed copy of that power of attorney or authority at 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 not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting in person at the EGM if you so wish.

4. RECOMMENDATION

The Directors consider that the ordinary resolution to be put before the EGM in relation to the appointment of Deloitte as auditor of the Company and the authorization for the Board to fi x the remuneration of Deloitte is in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM.

Yours faithfully, For and on behalf of the Board Sands China Ltd. Sheldon Gary Adelson Chairman

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NOTICE OF EXTRAORDINARY GENERAL MEETING

SANDS CHINA LTD. 金沙中國有限公司 *

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1928)

Notice is hereby given that an Extraordinary General Meeting of Sands China Ltd. (the “Company”) will be held at The Venetian Macao-Resort-Hotel, Sicily 2401 to 2502, Level 1, Estrada da Baia de N. Senhora da Esperanca, s/n, Taipa, Macao on Friday, July 26, 2013 at 12:00 noon for the purpose of considering and, if thought fi t, pass with or without amendments, the following resolution as an ordinary resolution:

ORDINARY RESOLUTION

“ THAT Deloitte Touche Tohmatsu be and is hereby appointed as the auditor of the Company and to hold offi ce until the conclusion of the 2014 annual general meeting of the Company and the board of directors of the Company be and is hereby authorized to fi x the remuneration of the auditor of the Company.”

By Order of the Board Sands China Ltd. David Alec Andrew Fleming Company Secretary

Macao, June 28, 2013

* For identifi cation purposes only

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

1. The Resolution at the meeting will be taken by poll pursuant to the Company’s Articles of Association and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) and the results of the poll will be published on the websites of The Stock Exchange of Hong Kong Limited and the Company in accordance with the Listing Rules.

2. Any shareholder of the Company entitled to attend and vote at the above meeting is entitled to appoint another person as his proxy to attend and vote instead of him. A shareholder who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the above meeting. A proxy need not be a shareholder of the Company. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

3. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certifi ed copy of that power of attorney or authority, must be deposited at 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 not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

4. For determining the entitlement to attend and vote at the above meeting, the Register of Members of the Company will be closed from Tuesday, July 16, 2013 to Friday, July 26, 2013, both dates inclusive, during which period no transfer of shares of the Company will be effected. In order to be eligible to attend and vote at the above meeting, all duly completed and signed transfer forms accompanied by the relevant share certifi cates must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. on Monday, July 15, 2013.

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This circular, in both English and Chinese versions (the “Circular”), is available on the Company’s website at http://www.sandschinaltd.com (the “Company Website”).

Shareholders who have chosen or have been deemed to consent to receive the corporate communications (as defi ned in the Listing Rules) of the Company via the Company Website and who for any reason have diffi culty in receiving or gaining access to the Circular posted on the Company Website may obtain a printed copy of the Circular free of charge by sending a request to the Hong Kong Branch Share Registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong or by sending an email to the Company c/o Hong Kong Branch Share Registrar of the Company at sandschina.ecom@computershare.com.hk.

Shareholders may at any time change their choice of the means of receipt (either in printed form or via the Company Website) and/or language(s) (either English only or Chinese only or both languages) of the corporate communications by reasonable notice in writing to the Company c/o the Company’s Hong Kong Branch Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong or using email at sandschina.ecom@computershare.com.hk.

Shareholders who have chosen to receive printed copies of the corporate communications in either English or Chinese will receive both English and Chinese versions of the Circular since both languages are bound together into one booklet.

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