China Everbright Limited — Proxy Solicitation & Information Statement 2019

Jan 10, 2019

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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 General Meeting of the Company to be held at Plaza 3, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Friday, 1 February 2019 at 10:00 a.m. (Hong Kong Time) and at any adjournment thereof in respect of the resolution as indicated below, or if no such indication is given, as my/our proxy thinks fit.

Unless otherwise defined, capitalized terms used herein shall have the same meanings as ascribed to them in the circular of the Company dated 11 January 2019.

Registered Holder(s) (Complete in ENGLISH BLOCK CAPITAL LETTERS and the names of all joint holders should be stated.) Registered Name Registered Address Certificate Number (Note 8) Signature (Note 4) Registered Holding (Note 2) Date Proxy (Note 1) (Complete in ENGLISH BLOCK CAPITAL LETTERS.) Full Name Number of Shares (Note 3) Full Address RESOLUTION FOR (Note 5) AGAINST (Note 5) 1. (a) To approve, confirm and ratify the Subscription Agreement in relation to the subscription for the Convertible Bonds in the principal amount of up to HK$150,000,000 and the transactions contemplated thereunder. (b) To approve the issue of the Convertible Bonds in the principal amount of HK$150,000,000 at an initial Conversion Price of HK$0.33 each (subject to adjustments). (c) To approve the allotment and issue of the Conversion Shares upon the exercise of the Conversion Rights (subject to Conversion Restrictions) attaching to the Convertible Bonds. (d) To authorise each Directors to do all such acts and things and sign, ratify or execute all such documents and take all such steps as the Director in his discretion may consider necessary, appropriate, desirable and expedient to implement, give effect to or in connection with the Subscription Agreement, the issue of the Convertible Bonds to Jingxi Holdings, the allotment and issue of the Conversion Shares upon exercise of the Conversion Rights attaching to the Convertible Bonds and any of the transactions contemplated thereunder.	Registered Holder(s) (Complete in ENGLISH BLOCK CAPITAL LETTERS and the names of all joint holders should be stated.) Registered Name Registered Address Certificate Number (Note 8) Signature (Note 4) Registered Holding (Note 2) Date Proxy (Note 1) (Complete in ENGLISH BLOCK CAPITAL LETTERS.) Full Name Number of Shares (Note 3) Full Address RESOLUTION FOR (Note 5) AGAINST (Note 5) 1. (a) To approve, confirm and ratify the Subscription Agreement in relation to the subscription for the Convertible Bonds in the principal amount of up to HK$150,000,000 and the transactions contemplated thereunder. (b) To approve the issue of the Convertible Bonds in the principal amount of HK$150,000,000 at an initial Conversion Price of HK$0.33 each (subject to adjustments). (c) To approve the allotment and issue of the Conversion Shares upon the exercise of the Conversion Rights (subject to Conversion Restrictions) attaching to the Convertible Bonds. (d) To authorise each Directors to do all such acts and things and sign, ratify or execute all such documents and take all such steps as the Director in his discretion may consider necessary, appropriate, desirable and expedient to implement, give effect to or in connection with the Subscription Agreement, the issue of the Convertible Bonds to Jingxi Holdings, the allotment and issue of the Conversion Shares upon exercise of the Conversion Rights attaching to the Convertible Bonds and any of the transactions contemplated thereunder.	Registered Holder(s) (Complete in ENGLISH BLOCK CAPITAL LETTERS and the names of all joint holders should be stated.) Registered Name Registered Address Certificate Number (Note 8) Signature (Note 4) Registered Holding (Note 2) Date Proxy (Note 1) (Complete in ENGLISH BLOCK CAPITAL LETTERS.) Full Name Number of Shares (Note 3) Full Address RESOLUTION FOR (Note 5) AGAINST (Note 5) 1. (a) To approve, confirm and ratify the Subscription Agreement in relation to the subscription for the Convertible Bonds in the principal amount of up to HK$150,000,000 and the transactions contemplated thereunder. (b) To approve the issue of the Convertible Bonds in the principal amount of HK$150,000,000 at an initial Conversion Price of HK$0.33 each (subject to adjustments). (c) To approve the allotment and issue of the Conversion Shares upon the exercise of the Conversion Rights (subject to Conversion Restrictions) attaching to the Convertible Bonds. (d) To authorise each Directors to do all such acts and things and sign, ratify or execute all such documents and take all such steps as the Director in his discretion may consider necessary, appropriate, desirable and expedient to implement, give effect to or in connection with the Subscription Agreement, the issue of the Convertible Bonds to Jingxi Holdings, the allotment and issue of the Conversion Shares upon exercise of the Conversion Rights attaching to the Convertible Bonds and any of the transactions contemplated thereunder.	Registered Holder(s) (Complete in ENGLISH BLOCK CAPITAL LETTERS and the names of all joint holders should be stated.) Registered Name Registered Address Certificate Number (Note 8) Signature (Note 4) Registered Holding (Note 2) Date Proxy (Note 1) (Complete in ENGLISH BLOCK CAPITAL LETTERS.) Full Name Number of Shares (Note 3) Full Address RESOLUTION FOR (Note 5) AGAINST (Note 5) 1. (a) To approve, confirm and ratify the Subscription Agreement in relation to the subscription for the Convertible Bonds in the principal amount of up to HK$150,000,000 and the transactions contemplated thereunder. (b) To approve the issue of the Convertible Bonds in the principal amount of HK$150,000,000 at an initial Conversion Price of HK$0.33 each (subject to adjustments). (c) To approve the allotment and issue of the Conversion Shares upon the exercise of the Conversion Rights (subject to Conversion Restrictions) attaching to the Convertible Bonds. (d) To authorise each Directors to do all such acts and things and sign, ratify or execute all such documents and take all such steps as the Director in his discretion may consider necessary, appropriate, desirable and expedient to implement, give effect to or in connection with the Subscription Agreement, the issue of the Convertible Bonds to Jingxi Holdings, the allotment and issue of the Conversion Shares upon exercise of the Conversion Rights attaching to the Convertible Bonds and any of the transactions contemplated thereunder.
	(d) To authorise each Directors to do all such acts and things and sign, ratify or execute all such documents and take all such steps as the Director in his discretion may consider necessary, appropriate, desirable and expedient to implement, give effect to or in connection with the Subscription Agreement, the issue of the Convertible Bonds to Jingxi Holdings, the allotment and issue of the Conversion Shares upon exercise of the Conversion Rights attaching to the Convertible Bonds and any of the transactions contemplated thereunder.

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 THE RESOLUTION SET OUT ABOVE, TICK (✓) IN THE RELEVANT BOX BELOW THE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST THE RESOLUTION SET OUT ABOVE, 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 (i.e. by no later than 30 January 2019, 10:00 a.m. (Hong Kong time)) 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.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s (or proxies’）name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the meeting of the Company (the ‘‘Purposes’’). We may transfer your and your proxy’s (or proxies’）name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’）name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company/Tricor Tengis Limited at the address in Note 6.