SOHO China Limited — M&A Activity 2021

Sep 6, 2021

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of SOHO China Limited. This announcement is not for release, publication or distribution in or into any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

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TWO CITIES MASTER HOLDINGS II LIMITED

(Incorporated in the Cayman Islands with limited liability)

SOHO CHINA LIMITED SOHO 中國有限公司

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 410)

JOINT ANNOUNCEMENT

MONTHLY UPDATE ON

THE PRE-CONDITIONAL VOLUNTARY CONDITIONAL CASH OFFER BY GOLDMAN SACHS (ASIA) L.L.C. ON BEHALF OF TWO CITIES MASTER HOLDINGS II LIMITED

TO ACQUIRE ALL THE ISSUED SHARES IN SOHO CHINA LIMITED (OTHER THAN THOSE ALREADY OWNED BY TWO CITIES MASTER HOLDINGS II LIMITED AND PARTIES ACTING IN CONCERT WITH IT)

Financial Adviser to Two Cities Master Holdings II Limited

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Independent Financial Adviser to the Independent Board Committee

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SOHO China Limited (the “ Company ”) and Two Cities Master Holdings II Limited (the “ Offeror ”) refer to: (i) the announcement dated 16 June 2021 jointly issued by the Company and the Offeror in relation to the pre-conditional voluntary conditional cash offer to be made by Goldman Sachs (Asia) L.L.C. on behalf of the Offeror for all the issued shares in the Company (other than those already owned by the Offeror and parties acting in concert with it) (the “ Joint Announcement ”); (ii) the announcement dated 6 July 2021 jointly issued by the Company and the Offeror in relation to the delay in despatch of the Composite Document; and (iii) the announcement dated 6 August 2021 jointly issued by the Company and the Offeror in relation to the progress update on the Offer (the “ Last Update Announcement ”). Capitalised terms used herein shall have the same meanings as those defined in the Joint Announcement unless otherwise specified.

PROGRESS UPDATE ON THE OFFER

As stated in the Joint Announcement, the making of the Offer is subject to the satisfaction (or, if capable of being waived, waiver) of the Pre-Conditions. Since the Last Update Announcement, the Offeror has provided further documents and materials in response to the regulators’ requests for additional information and the Offeror has been informed by the SAMR that its review is still on-going. The Offeror has received further requests to provide additional information for the regulators’ review. It is uncertain when the review process will be completed.

As at the date of this announcement, none of the Pre-Conditions has been fulfilled.

UPDATE ON THE STATUS OF THE COMPOSITE DOCUMENT

The Executive has granted its consent to extend the deadline for the despatch of the Composite Document to within seven days of the satisfaction (or, if capable of being waived, waiver) of the Pre-Conditions or 31 December 2021 (whichever is earlier).

The Offeror and the Company wish to provide the Shareholders and potential investors of the Company with an update on the status of the Composite Document. As at the date of this announcement, the Offeror and the Company are still in the process of preparing and finalising the information to be included in the Composite Document. In addition, the Independent Financial Adviser requires additional time to form its view to be included in the letter of advice from the Independent Financial Adviser and perform its relevant work under Rule 10.11 of the Takeovers Code.

Further announcement(s) will be made jointly by the Offeror and Company in relation to the latest status of the Offer and despatch of the Composite Document and the accompanying Form of Acceptance as and when appropriate.

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WARNING

Shareholders of, and/or potential investors in, the Company should note that, as the making of the Offer is subject to the satisfaction (or, if capable of being waived, waiver) of the Pre-Conditions, the Offer may or may not be made. Further, completion of the Offer is subject to the Conditions being satisfied (or, if capable of being waived, waived) and therefore the Offer may or may not become unconditional and may or may not be completed. Accordingly, the issue of this announcement does not imply that the Offer will be made or will be completed. Shareholders of, and/or potential investors in, the Company should therefore exercise caution when dealing in the Shares. Persons who are in doubt as to the action they should take should consult their stockbroker, bank manager, solicitor or other professional advisers.

By order of the board of TWO CITIES MASTER HOLDINGS II LIMITED Anthony Beovich Director

By order of the board of SOHO CHINA LIMITED Pan Shiyi Chairman

Hong Kong, 6 September 2021

As at the date of this announcement, the executive Directors are Mr. Pan Shiyi and Mrs. Pan Zhang Xin, Marita; and the independent non-executive Directors are Mr. Sun Qiang Chang, Mr. Xiong Ming Hua and Mr. Huang Jingsheng.

As at the date of this announcement, the directors of the Offeror are Mr. Anthony Beovich and Mr. Paul Quinlan.

The directors of the Offeror jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than that relating to the Group), and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement (other than those expressed by the Directors) have been arrived at after due and careful consideration and there are no other facts not contained in this announcement the omission of which would make any statement in this announcement misleading.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than that relating to the Offeror), and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement (other than those expressed by the directors of the Offeror) have been arrived at after due and careful consideration and there are no other facts not contained in this announcement the omission of which would make any statement in this announcement misleading.

Company website: www.sohochina.com

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