Sound Global : Announcements and Notices - Announcement Pursuant to Rule 3.7 of the Takeovers Code Monthly Update on the Possible Proposal and Update on Suspension of Trading

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.

SOUND GLOBAL LTD.

ࣳᅃ਷ყϞࠢʮ̡*

(Incorporated in the Republic of Singapore with limited liability)

(Singapore Company Registration Number 200515422C)

(Hong Kong Stock Code: 00967)

ANNOUNCEMENT PURSUANT TO RULE 3.7 OF THE TAKEOVERS CODE

MONTHLY UPDATE ON THE POSSIBLE PROPOSAL

AND

UPDATE ON SUSPENSION OF TRADING

This announcement is made by Sound Global Ltd. (the "Company") pursuant to Rule 3.7 of the Hong Kong Code on Takeovers and Mergers (the "Takeovers Code") and Rule 13.24A of the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange").

References are made to the Company's announcements dated 13 April 2016, 29 April 2016, 31 August 2016, 2 June 2017, 19 June 2017, 28 June 2017, 24 July 2017, 8 August 2017, 13

September 2017, 26 September 2017, 16 October 2017, 6 November 2017, 17 November 2017 and 27 December 2017 (the "Announcements"). Unless otherwise specified, capitalised terms used in the Announcements shall have the same meanings when used herein.

Update on the Possible Proposal

The Board would like to update the Shareholders and potential investors that the SIC Application was allowed and a waiver of the application of the Singapore Takeover Code for the Selective Capital Reduction was granted by the Securities Industry Council of Singapore to the Company on 13 November 2017. Further announcement(s) will be made by the Company in accordance with the Listing Rules and/or the Takeovers Code (as the case may be) on the status and progress in connection with the Possible Proposal as and when appropriate.

Independent Investigation Report

On 13 April 2016, trading in the Shares was suspended under Rule 8(1) of the Securities and Futures (Stock Market Listing) Rules (Chapter 571V of the Laws of Hong Kong). The reason is that the SFC has found that the bank balances of five bank accounts of the subsidiaries of the Company as at 31 December 2012 and 31 December 2013 were materially overstated by around RMB2.1 billion and RMB2.7 billion, respectively. As at the date of this announcement, the SFC has not received from the Company any submission or representation which can satisfactorily explain such material discrepancies in its bank balances.

The Board would also like to update the Shareholders and the potential investors that the investigation was completed and a finalized investigation report was received from the Reviewer (the "Investigation Report") on 12 January 2018. The Company is currently reviewing the Investigation Report and seeking professional advice in respect of the findings and conclusion of the Reviewer. Further announcement on the result of the Reviewer's investigation will be made by the Company in due course.

Delay in (1) Publication of 2016 Interim Results, Final Results for the year ended 31 December 2016 and Interim Results for the 6 months ended 30 June 2017 And (2) Despatch of 2015 Annual Report, 2016 Interim Report, Annual Report for the year ended 31 December 2016 and Interim Report for the 6 months ended 30 June 2017 (the "Outstanding Results")

The Board would like to announce that it was given to understand from the Auditors that they require additional time to update the 2015 Annual Report in light of the Investigation Report and as such, the Company was unable to publish the 2015 Annual Report in around mid-January 2018 as previously expected.

Based on the progress of the works of the Auditors, it is currently expected that the 2015 Annual Report would be published in or around mid-February 2018. For the rest of the Outstanding Results, the Company is and will be continuing its efforts in working closely with the Auditors to have them published as soon as possible after the publication of the 2015 Annual Report. The Shareholders and the public will be updated of the expected publication dates of the Outstanding Results in due course.

Continued Suspension of Trading

Trading in the shares of the Company on the Stock Exchange has been suspended with effect from 9 a.m. on 13 April 2016 and will remain suspended until further notice.

Updates

In compliance with Rule 3.7 of the Takeovers Code, monthly announcement(s) setting out the progress of the Possible Proposal which may result in the privatisation and delisting of the Company from the Stock Exchange will be made by the Company until an announcement is made of a firm intention to make an offer under Rule 3.5 of the Takeovers Code or of a decision not to proceed with the Possible Proposal. Further announcement(s) will be made by the Company as and when appropriate or required in accordance with the Listing Rules and/or the Takeovers Code (as the case may be).

WARNING: The discussions in relation to the Possible Proposal are yet to be finalised. There is no assurance that the possible transactions mentioned in this announcement will materialise or eventually be consummated, and the discussion in relation to the Possible Proposal may or may not result in the privatisation and delisting of the Company from the Stock Exchange. Shareholders of the Company and potential investors are reminded to 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.

The Company will keep the Shareholders and potential investors informed of any material development in connection with the above matters by way of periodic announcements and/or further announcement(s) as and when appropriate.

By Order of the Board

Sound Global Ltd.

Wen Yibo Chairman

Hong Kong, 26 January 2018

As at the date of this announcement, the executive Directors are Wen Yibo, Luo Liyang, Zhou Hao, Liu Xiqiang and Li Feng; and the independent non-executive Directors are Ma Yuanju, Zhang Shuting and Luo Jianhua.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement 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.

*

For identification purposes only