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SOHO China Limited Share Issue/Capital Change 2012

Dec 31, 2012

49198_rns_2012-12-31_3963110e-f82c-4a50-8718-6d24589b453e.pdf

Share Issue/Capital Change

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For Main Board and GEM listed issuers

==> picture [139 x 67] intentionally omitted <==

Monthly Return of Equity Issuer on Movements in Securities

For the month ended (dd/mm/yyyy) : 31/12/2012

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer SOHO China Limited (the “Company”) Date Submitted 31/12/2012

I. Movements in Authorised Share Capital

1. Ordinary Shares

1. Ordinary Shares 1. Ordinary Shares 1. Ordinary Shares 1. Ordinary Shares 1. Ordinary Shares
(1) Stock code :
410
Description :
Ordinary Shares
No. of ordinary
shares
Par value
(State currency)
Balance at close of preceding month
7,500,000,000
HK$0.02
Increase/(decrease)
NIL
Balance at close of the month
7,500,000,000
HK$0.02		 Ordinary Shares Authorised share
capital
(State currency)
HK$150,000,000
NIL
HK$150,000,000
(2) Stock code :
Description :
No. of ordinary
shares
Par value
(State currency)
Balance at close of preceding month
N/A
Increase/(decrease)
Balance at close of the month		 Authorised share
capital
(State currency)

For Main Board and GEM listed issuers

  1. Preference Shares

Stock code : Description : Authorised share No. of preference Par value capital shares (State currency) (State currency) Balance at close of preceding month N/A Increase/(decrease) Balance at close of the month

  1. Other Classes of Shares

Stock code : Description : Authorised share No. of other Par value capital classes of shares (State currency) (State currency) Balance at close of preceding month N/A Increase/(decrease) Balance at close of the month

Total authorised share capital at the end of the month HK$150,000,000 (State currency) :

For Main Board and GEM listed issuers

II. Movements in Issued Share Capital
Balance at close of
preceding month
Increase/ (decrease)
during the month
Balance at close of the
month		 No. of ordinary shares
(1)
(2)		 No of preference
shares		 No. of other classes of
shares
5,112,616,800
0
5,112,616,800		 N/A
N/A
N/A		 N/A
N/A
N/A		 N/A
N/A
N/A

III. Details of Movements in Issued Share Capital

Share Options (under Share Option Schemes of the Issuer)

Particulars of share
option scheme
including EGM approval
date
(dd/mm/yyyy) and class
of shares issuable		 Particulars of share
option scheme
including EGM approval
date
(dd/mm/yyyy) and class
of shares issuable		 Movement during themonth Movement during themonth Movement during themonth Movement during themonth No. of new shares
of issuer issued
during the month
pursuant thereto
No. of new shares
of issuer which
may be issued
pursuant thereto
as at close of the
month		 No. of new shares
of issuer issued
during the month
pursuant thereto
No. of new shares
of issuer which
may be issued
pursuant thereto
as at close of the
month
Granted Exercised Cancelled Lapsed
1. Pre-IPO Share
Option Scheme –
Granted on 14
/09/2007
Exercise Price:
HK$ 8.3
(14/09/2007)
ordinary shares
(Note 1)
2. Share Option
Scheme - Granted on
30 /01/2008
Exercise Price:
HK$ 6.1
(14/09/2007)
ordinary shares
(Note 1)
3. Share Option
Scheme – Granted
on30/06/2008
Exercise Price:
HK$4.25
(14/09/2007)
ordinary shares		 NIL
NIL
NIL		 NIL
NIL
NIL		 28,480 NIL NIL 5,481,660
NIL NIL NIL
NIL		 2,606,000
NIL NIL 300,000

For Main Board and GEM listed issuers

Share Options (under Share Option Schemes of the Issuer) (Continued)

Particulars of share
option scheme
including EGM approval
date
(dd/mm/yyyy) and class
of shares issuable		 Particulars of share
option scheme
including EGM approval
date
(dd/mm/yyyy) and class
of shares issuable		 Particulars of share
option scheme
including EGM approval
date
(dd/mm/yyyy) and class
of shares issuable		 Movement during themonth Movement during themonth Movement during themonth Movement during themonth Movement during themonth No. of new shares
of issuer issued
during the month
pursuant thereto
No. of new shares
of issuer which
may be issued
pursuant thereto
as at close of the
month		 No. of new shares
of issuer issued
during the month
pursuant thereto
No. of new shares
of issuer which
may be issued
pursuant thereto
as at close of the
month
Granted Exercised Cancelled Lapsed
4. Share Option
Scheme – Granted
on 06/11/2012
NIL
NIL
Exercise Price:
HK$ 5.53

ordinary shares
(Note 1)
Total
Total funds raised during the month from exercise
options (State currency)		 4. Share Option
Scheme – Granted
on 06/11/2012		 NIL NIL NIL
N/A
N/A
N/A		 8,184,000
Exercise Price:
HK$ 5.53
ordinary shares

Warrants to Issue Shares of the Issuer which are to be Listed

Description of warrants
(Date ofexpiry-dd/mm/yyyy)		 Description of warrants
(Date ofexpiry-dd/mm/yyyy)		 Description of warrants
(Date ofexpiry-dd/mm/yyyy)		 Currency
of nominal
value
Nominal value
at close of
preceding
month		 Currency
of nominal
value
Nominal value
at close of
preceding
month		 Exercised
during the
month
Nominal value at
close ofthemonth		 Exercised
during the
month
Nominal value at
close ofthemonth
No. of new
shares of
issuer issued
during the
month
pursuant
thereto
No. of new
shares of
issuer
which may
be issued
pursuant
thereto as
at close of
the month
No. of new
shares of
issuer issued
during the
month
pursuant
thereto
No. of new
shares of
issuer
which may
be issued
pursuant
thereto as
at close of
the month

1. N/A
( / / )
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
2.		 )
( / /
( / / )
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)		 )
( / /

For Main Board and GEM listed issuers

Description of warrants
(Date ofexpiry-dd/mm/yyyy)		 Description of warrants
(Date ofexpiry-dd/mm/yyyy)		 Description of warrants
(Date ofexpiry-dd/mm/yyyy)		 Currency
of nominal
value
Nominal value
at close of
preceding
month		 Currency
of nominal
value
Nominal value
at close of
preceding
month		 Exercised
during the
month
Nominal value at
close ofthemonth		 Exercised
during the
month
Nominal value at
close ofthemonth		 No. of new
shares of
issuer issued
during the
month
pursuant
thereto
No. of new
shares of
issuer
which may
be issued
pursuant
thereto as
at close of
the month		 No. of new
shares of
issuer issued
during the
month
pursuant
thereto
No. of new
shares of
issuer
which may
be issued
pursuant
thereto as
at close of
the month

3. N/A
N/A
N/A
( / / )
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
4.		 )
( / /
( / / )
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
( / /

For Main Board and GEM listed issuers Convertibles (i.e. Convertible into Shares of the Issuer which are to be Listed)

Class and description Class and description Class and description Currency of
amount
outstanding		 Amount at close
of preceding
month
Converted
during the
month		 Amount at
close of the
month		 Amount at
close of the
month		 No. of new
shares of
issuer issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month		 No. of new
shares of
issuer issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month




1. 3.75% ConvertibleBonds
Due2014
HK$ Stock code (if listed)
410
Class of shares
issuable_(Note 1)
ordinary shares
Subscription price
HK$5.26 pershare
EGM approval date
(if applicable)
(dd/mm/yyyy))
( / / )
2.
Stock code (if listed)
Class of shares
issuable(Note 1)
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
( / / )
3.
Stock code (if listed)
Class of shares
issuable(Note 1)
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
( / / )
4.
Stock code (if listed)
Class of shares
issuable(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
( / / )		 HK$ 410 2,800,000,000 0 2,800,000,000 0
532,319,392
Due2014
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy))
2.		 N/A
N/A
N/A
ordinary shares
HK$5.26 pershare
( / / )
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
3.
( / / )
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
4.
( / / )
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
( / / )

For Main Board and GEM listed issuers

Any other Agreements or Arrangements to Issue Shares of the Issuer which are to be Listed, including Options (other than under Share Option Schemes)


Options (other than under Share Option Schemes)
Options (other than under Share Option Schemes)
Full particulars including EGM approval date (dd/mm/yyyy),
if applicable, and class of shares issuable:		 No. of new shares of
issuer issued during
the month pursuant
thereto
No. of new shares of
issuer which may be
issued pursuant thereto
as at close of the month
1.
2.
3.		 N/A N/A
N/A
N/A
( / / )
shares_(Note 1)_
( / / )
shares_(Note 1)_
( / / )
shares_(Note 1)_
Total D.(Ordinaryshares)
(Preference shares)
(Other class)

For Main Board and GEM listed issuers

Other Movements in Issued Share Capital

Other Movements in Issued Share Capital Other Movements in Issued Share Capital Other Movements in Issued Share Capital

Type of Issue
No. of new shares
of issuer issued
during the month
pursuant thereto
No. of new shares
of issuer which
may be issued
pursuant thereto
as at close of the
month
1. Rights issue
At price :State
currency
Class
of
shares
issuable_(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )		 N/A N/A
2. Open offer
At price :State
currency
Class
of
shares
issuable_(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )		 N/A N/A
3. Placing
At price :State
currency
Class
of
shares
issuable_(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )		 N/A N/A
4. Bonus issue
Class
of
shares
issuable_(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )		 N/A N/A

For Main Board and GEM listed issuers

Type of Issue No. of new shares
of issuer issued
during the month
pursuant thereto
No. of new shares
of issuer which
may be issued
pursuant thereto
as at close of the
month		 No. of new shares
of issuer issued
during the month
pursuant thereto
No. of new shares
of issuer which
may be issued
pursuant thereto
as at close of the
month		 No. of new shares
of issuer issued
during the month
pursuant thereto
No. of new shares
of issuer which
may be issued
pursuant thereto
as at close of the
month
5. Scrip dividend At price :State
currency		 Class
of
shares
issuable_(Note 1)_
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)		 __
( / / )
( / / )		 N/A N/A
6. Repurchase of
shares		 Class
of
shares
repurchased_(Note 1)_
Cancellation date :
(dd/mm/yyyy)
AGM approval date:
(dd/mm/yyyy)		 ordinary N/A N/A
7. Redemption of
shares		 Class
of
shares
redeemed_(Note 1)_
Redemption date :
(dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)		 __
( / / )
( / / )		 N/A N/A
8. Consideration
issue
At price :State
currency		 Class
of
shares
issuable_(Note 1)_
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)		 __
( / / )
( / / )		 N/A N/A

For Main Board and GEM listed issuers

For Main Board and GEM listed issuers For Main Board and GEM listed issuers For Main Board and GEM listed issuers For Main Board and GEM listed issuers
Type of Issue
No. of new shares
of issuer issued
during the month
pursuant thereto
No. of new shares
of issuer which
may be issued
pursuant thereto
as at close of the
month
9. Capital
reorganisation
Class
of
shares
issuable_(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )		 N/A N/A
10. Other
(Please specify)At price : State
currency
Class
of
shares
issuable_(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )		 N/A N/A
Total E. (Ordinary
shares)
(Preference shares)
(Other class)		 N/A
N/A
N/A
Total increase / (decrease) in ordinary shares during the month (i.e. Total of A to E): (1) N/A
(2) N/A
Total increase / (decrease) in preference shares during the month (i.e. Total of A to E): N/A
Total increase / (decrease) in other classes of shares during the month (i.e. Total of A to E): N/A
(Thesefigures should be the same as the relevantfigures under II above(“Movements in Issued Share Capital”).)

For Main Board and GEM listed issuers

Remarks (if any):

22,300,500 shares repurchased by the Company in December 2012 have not yet been cancelled.

Submitted by: _Yan Yan _

Title: __Director____ (Director, Secretary or other duly authorised officer)

Notes :

1. State the class of shares (e.g. ordinary, preference or other).

2. If there is insufficient space, please append the prescribed continuation sheet.

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