China Everbright Limited — Proxy Solicitation & Information Statement 2021

Nov 11, 2021

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Shougang Concord Century Holdings Limited, you should at once hand this circular, together with the enclosed proxy form, to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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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)

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF GENERAL MEETING

Capitalised terms used on this cover have the same meanings as those defined in the section headed “Definitions” in this circular.

A letter from the Board is set out on pages 3 to 6 of this circular. A notice convening the GM to be held at Unit 1603-1604, 16/F., Causeway Bay Plaza I, 489 Hennessy Road, Causeway Bay, Hong Kong on Tuesday, 30 November 2021 at 10:00 a.m. is set out on pages 7 to 9 of this circular. Whether or not you are able to attend the said meeting, you are requested to complete the enclosed proxy form in accordance with the instructions printed thereon and return it to the Company’s share registrar, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, or via the designated URL (https://spot-emeeting.tricor.hk) by using the username and password provided on the notification letter sent by the Company as soon as possible and in any event not less than 48 hours before the time appointed for holding the said meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the said meeting or any adjourned meeting should you so wish.

PRECAUTIONARY MEASURES FOR THE GM

To safeguard the health and safety of Shareholders and to prevent and control the spreading of COVID-19, the following precautionary measures will be implemented at the GM, including but not limited to:

(i)	compulsory temperature screening/checks and scanning of the “LeaveHomeSafe” venue QR code or registering contact details
	in written form;

(ii)	no entry to the GM venue by any Shareholder who has any symptom of COVID-19 or is under quarantine order by the Hong
	Kong Government;

(iii) wearing of surgical mask throughout the GM is mandatory and no surgical mask will be provided to the Shareholders; and (iv) any other additional precautionary measures in accordance with the prevailing requirements or guidelines of the Hong Kong Government and/or regulatory authorities, or as considered appropriate in light of the development of COVID-19 epidemic. In addition, no corporate gifts will be distributed to the Shareholders or their proxies who attend the GM and no refreshments or drinks will be served.

In light of the development of COVID-19 epidemic, Shareholders may consider appointing the chairman of the GM as his/her proxy to vote on the resolutions, instead of attending the GM in person. Besides, due to concerns over large gatherings during the COVID-19 epidemic, any person who does not comply with the precautionary measures to be taken at the GM, or is subject to any Hong Kong Government prescribed quarantine may be denied entry into the GM venue.

12 November 2021

CONTENTS

	Pages
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
NOTICE OF GM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7

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DEFINITIONS

In this circular, except where the context otherwise requires, the following expressions shall have the following meanings:

• “Announcement” the announcement of the Company dated 5 November 2021 in relation to the Proposed Change of Company Name

• “Board” the board of Directors for the time being or a duly authorised committee thereof

• “Company” Shougang Concord Century Holdings Limited, a company incorporated in Hong Kong with limited liability and the Shares of which are listed on the Main Board of the Stock Exchange

• “Director(s)” the director(s) of the Company “GM” the general meeting of the Company to be held at Unit 16031604, 16/F., Causeway Bay Plaza I, 489 Hennessy Road, Causeway Bay, Hong Kong on Tuesday, 30 November 2021 at 10:00 a.m., the notice of which is set out on pages 7 to 9 of this circular, or where the context so admits, any adjournment of such general meeting

• “Group” the Company and/or its Subsidiaries

• “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

• “Latest Practicable Date” 9 November 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in this circular

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time

• “Proposed Change of Company the proposed change of the Chinese name of the Company Name” from “首長寶佳集團有限公司” to “首佳科技製造有限公 司”, and the English name of the Company from “Shougang Concord Century Holdings Limited” to “Shougang Century Holdings Limited”

• “Share(s)” ordinary share(s) of the Company

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DEFINITIONS

“Shareholder(s)” holder(s) of the Shares “Stock Exchange” The Stock Exchange of Hong Kong Limited “Subsidiaries” the subsidiaries for the time being of the Company within the meaning of the Companies Ordinance whether incorporated in Hong Kong or elsewhere

References to times and dates in this circular are to Hong Kong times and dates.

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LETTER FROM THE BOARD

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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)

Executive Directors: Su Fanrong (Chairman and Managing Director) Ye Qian Li Jinping

Registered office: Room 1215, 12/F., Honour Industrial Centre, 6 Sun Yip Street, Chai Wan, Hong Kong

Non-executive Director:

Adam Touhig

Independent Non-executive Directors:

Yip Kin Man, Raymond Lam Yiu Kin Feng Yaoling

12 November 2021

To the Shareholders

Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF GENERAL MEETING

1. INTRODUCTION

Reference is made to the Announcement regarding the Proposed Change of Company Name.

The purpose of this circular is to provide the Shareholders with details regarding the Proposed Change of Company Name and to give the Shareholders notice of the GM to be convened and held for the purpose of considering and, if thought fit, approving the Proposed Change of Company Name.

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LETTER FROM THE BOARD

2. PROPOSED CHANGE OF COMPANY NAME

The Board proposes to change the Chinese name of the Company from “首長寶佳集團有 限公司” to “首佳科技製造有限公司”, and the English name of the Company from “Shougang Concord Century Holdings Limited” to “Shougang Century Holdings Limited”.

(A) Reasons for the Proposed Change of Company Name

The Board is of the view that the Proposed Change of Company Name will facilitate refreshment of the Company’s corporate image and identity, reflect the Company’s current strategic and business development direction, and benefit the Company’s future development. Accordingly, the Board considers that the Proposed Change of Company Name is in the best interest of the Company and its Shareholders as a whole.

(B) Conditions for the Proposed Change of Company Name

The Proposed Change of Company Name is conditional upon the following conditions having been satisfied:

• (i) the passing of a special resolution approving the Proposed Change of Company Name by the Shareholders at the GM; and

• (ii) the approval being granted by the Registrar of Companies in Hong Kong for the Proposed Change of Company Name.

Subject to the satisfaction of the above conditions, the Proposed Change of Company Name shall take effect from the date of issue of the Certificate of Change of Name by the Registrar of Companies in Hong Kong. The Company will carry out all necessary filing procedures with the Companies Registry in Hong Kong.

(C) Effects of the Proposed Change of Company Name

The Proposed Change of Company Name will not affect any rights of the Shareholders. All existing share certificates of the Company in issue bearing the existing name of the Company will, after the Proposed Change of Company Name becoming effective, continue to be effective and as documents of title to the Shares and will continue to be valid for trading, settlement, registration and delivery purposes. Accordingly, there will not be any arrangement for free exchange of existing share certificates for new share certificates bearing the new name of the Company. Once the Proposed Change of Company Name becomes effective, any new issue of share certificates thereafter will only be in the new name of the Company.

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LETTER FROM THE BOARD

In addition, subject to the confirmation from the Stock Exchange, the Chinese stock short name of the Company for Shares trading on the Stock Exchange will also be changed after the Proposed Change of Company Name becomes effective. The English stock short name of the Company will remain unchanged.

The Proposed Change of Company Name will not affect the Group’s daily business operations and its financial position.

3. GM

The notice of GM is set out on pages 7 to 9 in this circular. The GM will be held at Unit 1603-1604, 16/F., Causeway Bay Plaza I, 489 Hennessy Road, Causeway Bay, Hong Kong on Tuesday, 30 November 2021 at 10:00 a.m. for the purpose of considering and, if thought fit, approving the Proposed Change of Company Name.

As at the Latest Practicable Date, to the best knowledge, information and belief of the Directors having made all reasonable enquiries, none of the Shareholders is required to abstain from voting on the relevant resolution to be proposed at the GM.

A proxy form for the GM is enclosed herewith. Whether or not you intend to be present at the GM, you are requested to complete the proxy form in accordance with the instructions printed thereon and return it to the Company’s share registrar, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, or via the designated URL (https://spot-emeeting. tricor.hk) by using the username and password provided on the notification letter sent by the Company as soon as possible and in any event not less than 48 hours before the time appointed for holding the said meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the said meeting or any adjourned meeting should you so wish.

4. VOTING BY POLL AT THE GM

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Therefore, the resolution set out in the notice of the GM will be taken by way of poll. The Chairman would explain the detailed procedures for conducting a poll at the GM.

Further announcement(s) relating to the poll results of the GM, effective date of the Proposed Change of Company Name and the corresponding change in, among others, the stock short name of the Company will be made by the Company as and when appropriate.

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LETTER FROM THE BOARD

5. RECORD DATE

The GM is scheduled to be held on Tuesday, 30 November 2021. Holders of Shares whose names appear on the register of members of the Company kept at Tricor Tengis Limited at the close of business on Monday, 29 November 2021 are eligible to attend and vote at the GM following the completion of the registration procedures. In order to be eligible to attend and vote at the GM, unregistered holders of Shares should ensure that all the share transfer documents accompanied by the relevant share certificates must be lodged with the share registrar of the Company, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Monday, 29 November 2021 for registration.

6. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

7. RECOMMENDATION

The Board is of the opinion that the Proposed Change of Company Name is in the best interest of the Company and its Shareholders as a whole. Accordingly, the Board recommends all Shareholders to vote in favour of the special resolution to be proposed at the GM in respect thereof.

Yours faithfully, By Order of the Board

Shougang Concord Century Holdings Limited

Su Fanrong Chairman and Managing Director

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NOTICE OF GENERAL MEETING

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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)

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT a general meeting (the “ Meeting ”) of Shougang Concord Century Holdings Limited (the “ Company ”) will be held at Unit 1603-1604, 16/F., Causeway Bay Plaza I, 489 Hennessy Road, Causeway Bay, Hong Kong on Tuesday, 30 November 2021 at 10:00 a.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following resolution as a special resolution of the Company:

Unless otherwise defined, capitalised terms used herein shall have the same meanings as ascribed to them in the circular of the Company dated 12 November 2021.

SPECIAL RESOLUTION

“ THAT :

• (a) subject to and conditional upon the approval of the Registrar of Companies in Hong Kong having been obtained, the Chinese name of the Company be changed from “首 長寶佳集團有限公司” to “首佳科技製造有限公司”, and the English name of the Company be changed from “Shougang Concord Century Holdings Limited” to “Shougang Century Holdings Limited” (the “ Proposed Change of Company Name ”); and

• (b) each of the Director be and is hereby authorised to do all acts and things and to sign, ratify or execute all such documents and take all such steps as the Director in his/her discretion may consider necessary, appropriate, desirable and expedient to implement, give effect to or in connection with the Proposed Change of Company Name.”

By order of the Board Shougang Concord Century Holdings Limited Su Fanrong Chairman and Managing Director

Hong Kong, 12 November 2021

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NOTICE OF GENERAL MEETING

Notes:

1. Any Shareholder entitled to attend and vote at the Meeting is entitled to appoint another person as his/her proxy to attend and vote instead of him/her. Any Shareholder who is the holder of two or more Shares may appoint more than one proxy to represent him/her and vote on his/her behalf at the Meeting. A proxy need not be a Shareholder. To be valid, the proxy form, together with a power of attorney or other authority, if any, under which it is signed or notarially certified copy thereof must be lodged at the Company’s share registrar, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, or via the designated URL (https://spot-emeeting.tricor.hk) by using the username and password provided on the notification letter sent by the Company not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude a member from attending and voting in person at the Meeting. In light of the development of COVID-19 epidemic, Shareholders may consider appointing the chairman of the Meeting as his/her proxy to vote on the resolution, instead of attending the Meeting in person. Besides, due to concerns over large gatherings during the COVID-19 epidemic, any person who does not comply with the precautionary measures to be taken at the Meeting, or is subject to any HKSAR Government prescribed quarantine may be denied entry into the Meeting venue.

2. Where there are joint holders of any Shares, any one of such joint holder may vote, either in person or by proxy, in respect of such Share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the Meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members of the Company in respect of the joint holding.

3. Record date (being the last date of registration of any share transfer given there will be no book closure) for determining the entitlement of members of the Company to attend and vote at the Meeting will be the close of business on Monday, 29 November 2021. All documents for the transfer of shares of the Company accompanied by the relevant share certificates must be lodged with the share registrar of the Company, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration no later than 4:30 p.m. on Monday, 29 November 2021.

4. To safeguard the health and safety of Shareholders and to prevent and control the spreading of COVID-19, the following precautionary measures will be implemented at the Meeting, including but not limited to:

5. (i) compulsory temperature screening/checks and scanning of the “LeaveHomeSafe” venue QR code or registering contact details in written form;

6. (ii) no entry to the Meeting venue by any Shareholder who has any symptom of COVID-19 or is under quarantine order by the Hong Kong Government;

7. (iii) wearing of surgical mask throughout the Meeting is mandatory and no surgical mask will be provided to the Shareholders; and

8. (iv) any other additional precautionary measures in accordance with the prevailing requirements or guidelines of the Hong Kong Government and/or regulatory authorities, or as considered appropriate in light of the development of COVID-19 epidemic.

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NOTICE OF GENERAL MEETING

In addition, no corporate gifts will be distributed to the Shareholders or their proxies who attend the Meeting and no refreshments or drinks will be served.

In light of the development of COVID-19 epidemic, Shareholders may consider appointing the chairman of the Meeting as his/her proxy to vote on the resolutions, instead of attending the Meeting in person. Besides, due to concerns over large gatherings during the COVID-19 epidemic, any person who does not comply with the precautionary measures to be taken at the Meeting, or is subject to any Hong Kong Government prescribed quarantine may be denied entry into the Meeting venue.

1. If Typhoon Signal No. 8 or above, or a “black” rainstorm warning signal is in effect at the time of the Meeting, or in the event that the COVID-19 epidemic requires the date of the Meeting to be changed, the Company will post an announcement on the Company’s website at http://www.irasia.com/listco/hk/sccentury/ and the Stock Exchange’s website at http://www.hkexnews.hk to notify Shareholders of the date, time and place of the rescheduled meeting.

Shareholders should make their own decision as to whether they would attend the Meeting under bad weather conditions bearing in mind their own situation and if they should choose to do so, they are advised to exercise care and caution.

1. As at the date of this notice, the board of directors of the Company comprises Mr. Su Fanrong (Chairman and Managing Director), Mr. Ye Qian (Executive Director), Mr. Li Jinping (Executive Director), Mr. Adam Touhig (Non-executive Director), Mr. Yip Kin Man, Raymond (Independent Non-executive Director), Mr. Lam Yiu Kin (Independent Non-executive Director) and Mr. Feng Yaoling (Independent Non-executive Director).

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