China Everbright Limited — Proxy Solicitation & Information Statement 2007

Dec 20, 2007

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Shougang Concord Century Holdings Limited 首長寶佳集團有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 103)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 10 JANUARY 2008 AND ANY ADJOURNMENT THEREOF

I/We

of being the registered holder(s) of shares[(1)] of HK$0.10 each in the capital of the Company, hereby appoint of

or failing him the Chairman of the meeting as my/our proxy to vote for me/us on my/our behalf at the Extraordinary General Meeting of the Company to be held at JW Marriott Ballroom, Level 3, JW Marriott Hotel Hong Kong, Pacific Place, 88 Queensway, Hong Kong, on Thursday, 10 January 2008 at 10:30 a.m. and at any adjournment thereof. The proxy will vote on the under-mentioned resolutions, as indicated.

	ORDINARY RESOLUTION	FOR	AGAINST
1.	To confirm, ratify and approve the Subscription Agreement (as defined in the circular of the Company dated 21 December 2007 (the “Circular”)) in relation to the subscription of 400,000,000 shares of HK$0.10 each in the share capital of the Company at a price of HK$1.03 per Subscription Share (as defined in the Circular) and the transactions contemplated thereby.
2.	To pass ordinary resolution no. 2 of the notice of Extraordinary General Meeting (the “Notice”) – conditional upon the passing of ordinary resolution no. 1 above, to approve the waiver for Shougang International (as defined in the Circular) and parties acting in concert with it from the obligations under Rule 26 of the Takeovers Code (as defined in the Circular) to make a general offer for all the shares of the Company not already owned by them upon the completion of the First Subscription (as defined in the Circular).
3.	To pass ordinary resolution no. 3 of the Notice – conditional upon the passing of ordinary resolutions no. 1 and 2 above, to approve a specific mandate to the Directors (as defined in the Circular) to allot and issue 400,000,000 shares of HK$0.10 each in the share capital of the Company upon the completion of the First Subscription (as defined in the Circular).
4.	To pass ordinary resolution no. 4 of the Notice – to increase the authorised share capital of the Company from HK$200,000,000 to HK$500,000,000.

Date:

Signature:

Notes:

1. Please insert the number of shares of HK$0.10 each in the Company registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).

2. Please indicate with an “X” in the relevant box which way you wish your votes to be cast. If no indication is given, the proxy will vote or abstain at his discretion.

3. In order to be valid, a form of proxy, together with any power of attorney or other authority (if any) under which it is signed notarially certified copy of such power or authority must be lodged at the Company’s share registrars, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong, as soon as possible and in any event, not less than 48 hours before holding the meeting or any adjourned meeting.

4. In the case of joint holders the vote for the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s), and for this purpose seniority will be determined by the order in which the names stand in the register of members.

1. A shareholder is entitled to appoint a proxy of his own choice. The proxy need not be a member of the Company.

2. Any alternation made to this form of proxy must be initialed by the person who signs it.