China Everbright Limited — Proxy Solicitation & Information Statement 2014

Apr 14, 2014

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PROXY FORM

I/We, being the registered holder(s) of Shougang Concord Century Holdings Limited (the “Company”), hereby appoint the proxy [(Note][1)] as specified below or failing him/her, THE CHAIRMAN OF THE MEETING [(Note][1)] to attend and vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held at The Residence, Mezzanine Floor, Grand Hyatt Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on Friday, 6 June 2014 at 10:20 a.m. and at any adjournment thereof in respect of the resolutions as indicated below, or if no such indication is given, as my/our proxy thinks fit.

	Registered Holder(s) (Complete in ENGLISH BLOCK CAPITALS. The names of all joint holders should be stated.) Registered Name Registered Address Certificate No.(Note 8) Signature_(Note 4) Registered Holding (Note 2) Date Proxy(Note 1) (Complete in ENGLISH BLOCK CAPITALS.) Full Name No. of Shares(Note 3) Full Address RESOLUTIONS FOR(Note 5) AGAINST (Note 5)_ 1. To receive and adopt the audited financial statements and the report of the directors and independent auditor’s report for the year ended 31 December 2013. 2. A. To re-elect Mr. Leung Shun Sang, Tony as director. B. To re-elect Mr. Zhang Zhong as director. C. To re-elect Mr. Chan Chung Chun as director. 3. To re-appoint Deloitte Touche Tohmatsu as auditors of the Company and to authorize the board of directors to fix their remuneration. 4. To pass Resolution 4 of the Notice of Annual General Meeting (the “Notice”) – to give a general mandate to the directors to allot, issue and deal with additional shares not exceeding 20% of the issued share capital of the Company. 5. A. To pass Resolution 5A of the Notice – to give a general mandate to the directors to repurchase shares not exceeding 10% of the issued share capital of the Company. B. To pass Resolution 5B of the Notice – to add conditional upon the passing of ordinary resolution 5A above, the number of repurchased shares to the general mandate given to the directors to allot additional shares. 6. To approve the amendments to the memorandum and articles of association of the Company.	Registered Holder(s) (Complete in ENGLISH BLOCK CAPITALS. The names of all joint holders should be stated.) Registered Name Registered Address Certificate No.(Note 8) Signature_(Note 4) Registered Holding (Note 2) Date Proxy(Note 1) (Complete in ENGLISH BLOCK CAPITALS.) Full Name No. of Shares(Note 3) Full Address RESOLUTIONS FOR(Note 5) AGAINST (Note 5)_ 1. To receive and adopt the audited financial statements and the report of the directors and independent auditor’s report for the year ended 31 December 2013. 2. A. To re-elect Mr. Leung Shun Sang, Tony as director. B. To re-elect Mr. Zhang Zhong as director. C. To re-elect Mr. Chan Chung Chun as director. 3. To re-appoint Deloitte Touche Tohmatsu as auditors of the Company and to authorize the board of directors to fix their remuneration. 4. To pass Resolution 4 of the Notice of Annual General Meeting (the “Notice”) – to give a general mandate to the directors to allot, issue and deal with additional shares not exceeding 20% of the issued share capital of the Company. 5. A. To pass Resolution 5A of the Notice – to give a general mandate to the directors to repurchase shares not exceeding 10% of the issued share capital of the Company. B. To pass Resolution 5B of the Notice – to add conditional upon the passing of ordinary resolution 5A above, the number of repurchased shares to the general mandate given to the directors to allot additional shares. 6. To approve the amendments to the memorandum and articles of association of the Company.
	Registered Name
	Registered Address
	Certificate No.(Note 8)
	Registered Holding (Note 2)
	Date
	Proxy(Note 1) (Complete in
	Full	Name
	Full	Address
	1.
	2.
	3.
	4.
	5.
	6.

Notes:

1. If any proxy other than the chairman of the meeting is preferred, please insert the full name and address of the proxy desired in the space provided. A holder entitled to attend and vote at the meeting of the Company is entitled to appoint one or more proxies to attend and vote on his/her behalf. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT. The proxy needs not be a shareholder of the Company, but must attend the meeting (or any adjournment thereof) to represent you.

2. Please insert the number of shares registered in the name of the holder(s).

3. Please insert the number of shares for this proxy. If no number is inserted, this proxy form will be deemed to relate to all the shares registered in the name of the holder(s).

4. This proxy form must be signed and dated by the shareholder or his/her attorney duly authorised in writing. If the shareholder is a company, it should execute this proxy form under its common seal or by the signature(s) of (a) person(s) authorised to sign on its behalf. In the case of joint shareholders, any one shareholder may sign this proxy form. The vote of the senior joint shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint shareholder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of members in respect of the joint shareholding.

5. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK ( ✓ ) IN THE RELEVANT BOX BELOW THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK ( ✓ ) IN THE RELEVANT BOX BELOW THE BOX MARKED “AGAINST” . Failure to tick (✔) either box in respect of a resolution will entitle your proxy to cast your vote in respect of that resolution at his/her discretion or to abstain. Your proxy will also be entitled to vote at his/her discretion or to abstain on any resolution properly put to the meeting other than those referred to in the notice convening the meeting .

6. In order to be valid, a proxy form and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of attorney, must be deposited at the share registrar of the Company, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time fixed for holding the meeting or any adjournment thereof.

6.	In order to be valid, a proxy form and the power of attorney or other authority (if any) under which it is signed, or a notari be deposited at the share registrar of the Company, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road time fixed for holding the meeting or any adjournment thereof.
7.	Completion and delivery of this proxy form will not preclude you from attending and voting at the meeting if you so wish.
8.	Please provide one certificate number, if possible, to facilitate processing.

9. For the avoidance of doubt, we do not accept any special instructions written on this proxy form.