Modern Land (China) Co., Limited — Proxy Solicitation & Information Statement 2007

Apr 30, 2007

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 stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Shougang Concord Technology Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims 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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首長科技集團有限公司 SHOUGANG CONCORD TECHNOLOGY HOLDINGS LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 521)

PROPOSALS FOR REFRESHMENT OF THE 10% GENERAL LIMIT ON GRANT OF OPTIONS UNDER THE SHARE OPTION SCHEME AND GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice of annual general meeting of Shougang Concord Technology Holdings Limited to be held at 11:00 a.m. on Wednesday, 6 June 2007 at JW Marriot Ballroom, Level 3, JW Marriott Hotel Hong Kong, Pacific Place, 88 Queensway, Hong Kong is set out on pages 14 to 17 of this circular. Whether or not you are able to attend the meeting, please complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the share registrars of the Company, Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as practicable and in any event not later than 48 hours before the time appointed for holding the meeting or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjourned meeting (as the case may be) should you so wish.

30 April 2007

DEFINITIONS

In this circular, the following expressions shall have the following meanings unless the context indicates otherwise:

“Annual General Meeting”

the annual general meeting of the Company to be held at 11:00 a.m. on Wednesday, 6 June 2007 at JW Marriot Ballroom, Level 3, JW Marriott Hotel Hong Kong, Pacific Place, 88 Queensway, Hong Kong or any adjournment thereof

“Articles”

the articles of association of the Company

“associate”

has the same meaning as ascribed to it under the Listing Rules

“Associated Companies”

companies which are owned or controlled in respect of no less than 20% of the voting rights by the Company

“Board”

the board of Directors

“Company”

Shougang Concord Technology Holdings Limited, a company incorporated in Hong Kong with limited liability, the shares of which are listed on the main board of the Stock Exchange

“connected person”

has the same meaning as ascribed to it under the Listing Rules

“controlling shareholder”

has the same meaning as ascribed to it under the Listing Rules

“Director(s)” the director(s) of the Company

“Group” the Company and its Subsidiaries

“HK$”

Hong Kong dollars, the lawful currency of Hong Kong

“Hong Kong”

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

“Last Refreshed Limit”

the 10% limit under the Share Option Scheme refreshed by the Shareholders at the extraordinary general meeting of the Company held on 13 October 2003 pursuant to which the Board may grant options to eligible participants to subscribe a maximum of 119,370,358 Shares, being 10% of the Shares in issue as at 13 October 2003

“Latest Practicable Date” 25 April 2007, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein

1

DEFINITIONS

“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“New Refreshed Limit”	the limit under the Share Option Scheme proposed to be refreshed
	at the Annual General Meeting pursuant to which the Board may
	grant options to eligible participants to subscribe for 10% of the
	Shares in issue as at the date of approving such refreshed limit
“SFO”	Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong)
“Share(s)”	the ordinary share(s) of HK$0.25 each in the share capital of the
	Company
“Share Option Scheme”	the share option scheme adopted by the Company on 7 June 2002
“Shareholder(s)”	the holder(s) of the Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Subsidiaries”	has the same meaning as ascribed to it under the Companies
	Ordinance (Chapter 32 of the Laws of Hong Kong)
“Takeovers Code”	Code on Takeovers and Mergers
“%”	per cent.

2

LETTER FROM THE BOARD

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首長科技集團有限公司 SHOUGANG CONCORD TECHNOLOGY HOLDINGS LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 521)

Directors: Cao Zhong (Chairman) Chau Chit (Managing Director) Tzu San Te (Executive Director) Chen Jianyong (Executive Director) Tse Chun Sing (Executive Director) Chen Jang Fung (Non-executive Director) Leung Shun Sang, Tony (Non-executive Director) Chan Wah Tip, Michael (Non-executive Director) Kan Lai Kuen, Alice

Registered Office: Room 01-04, 5th Floor Harcourt House 39 Gloucester Road Wanchai Hong Kong

(Independent Non-executive Director) Wong Kun Kim (Independent Non-executive Director) Leung Kai Cheung

(Independent Non-executive Director)

30 April 2007

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR REFRESHMENT OF THE 10% GENERAL LIMIT ON GRANT OF OPTIONS UNDER THE SHARE OPTION SCHEME AND GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND

RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide the Shareholders with details regarding the proposals for (i) refreshment of the 10% general limit on grant of options under the Share Option Scheme; (ii) granting of general mandates to the Directors to issue and repurchase the Shares; and (iii) re-election of retiring Directors. Such proposals will be dealt at the Annual General Meeting.

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LETTER FROM THE BOARD

REFRESHMENT OF THE 10% GENERAL LIMIT ON GRANT OF OPTIONS UNDER THE SHARE OPTION SCHEME

At the Annual General Meeting, an ordinary resolution will be proposed for the Company to approve the refreshment of the 10% general limit on grant of options under the Share Option Scheme. The following provides details in respect of the proposed refreshment of the 10% general limit of the Share Option Scheme. Other than the Share Option Scheme, the Company has no other share option scheme.

Under the Last Refreshed Limit, the Board may grant options to eligible participants under the Share Option Scheme to subscribe a maximum of 119,370,358 Shares, being 10% of the Shares in issue as at 13 October 2003, the date on which the Last Refreshed Limit was approved by the Shareholders.

As at the Latest Practicable Date, options carrying the rights to subscribe for up to a total of 119,174,000 Shares have been granted under the Share Option Scheme since the approval of the Last Refreshed Limit. Unless the 10% general limit on grant of options under the Share Option Scheme is “refreshed”, only up to 196,358 Shares may be issued pursuant to the grant of further options under the Share Option Scheme.

It is proposed that subject to the approval of the Shareholders at the Annual General Meeting and such other requirements prescribed under the Listing Rules, the general limit on grant of options under the Share Option Scheme will be refreshed to 10% of the Shares in issue as at the date of the approval by the Shareholders at the Annual General Meeting and options previously granted under the Share Option Scheme (including those outstanding, cancelled, lapsed in accordance with the Share Option Scheme or exercised options) will not be counted for the purpose of calculating the limit as refreshed.

The New Refreshed Limit will enable the Company to grant further options to any Director (including executive and non-executive), executives, officers, employees or shareholders of the Company or any of the Subsidiaries or any of the Associated Companies and any suppliers, customers, consultants, advisors and agents, partners or business associates who will contribute or have contributed to the Company or any Subsidiaries or any Associated Companies as incentives or rewards.

Assuming that no further Shares will be issued or repurchased prior to the date of approving the New Refreshed Limit by the Shareholders, the maximum number of Shares subject to options under the Share Option Scheme that can be granted by the Company under New Refreshed Limit would be 171,807,150 Shares representing 10% of the Shares in issue as at the Latest Practicable Date.

Conditions

As required by the Share Option Scheme and the Listing Rules, an ordinary resolution will be proposed at the Annual General Meeting to approve the New Refreshed Limit.

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LETTER FROM THE BOARD

The adoption of the New Refreshed Limit is conditional upon:

• (a) the passing of an ordinary resolution by the Shareholders at the Annual General Meeting; and

• (b) the Stock Exchange granting the approval of the listing of, and permission to deal in, the Shares to be issued pursuant to the exercise of any options granted under the New Refreshed Limit.

Application for Listing

Application will be made to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Shares (representing a maximum of 10% of the Shares in issue as at the date of the Annual General Meeting) which may fall to be issued upon the exercise of any options that may be granted under the New Refreshed Limit.

GENERAL MANDATES

At the Annual General Meeting, separate ordinary resolutions will be proposed to renew the general mandates given to the Directors (i) to allot, issue and otherwise deal with Shares not exceeding in aggregate 20% of the aggregate nominal amount of the share capital of the Company in issue at the date of the passing of such resolution; (ii) to repurchase Shares comprising the aggregate nominal amount of which does not exceed 10% of the aggregate nominal amount of the issued share capital of the Company at the date of passing of such resolution; and (iii) to add the aggregate amount of the Shares repurchased by the Company to the general mandate to the Directors to allot new Shares of up to 20% of the issued share capital of the Company.

The mandates to issue and repurchase Shares granted at the annual general meeting held on 26 May 2006 will lapse at the conclusion of the Annual General Meeting. Resolutions Nos. 5 to 7 set out in the notice of Annual General Meeting will be proposed at the Annual General Meeting to renew these mandates. With reference to these resolutions, the Directors wish to state that they have no present intention to repurchase any Shares or to issue any new Shares pursuant to the relevant mandates.

The explanatory statement, required by the Listing Rules to be sent to Shareholders in connection with the proposed general mandate to repurchase the Shares (the “Repurchase Mandate”) is set out in the Appendix to this circular. This contains all the information reasonably necessary to enable Shareholders to make an informed decision on whether to vote for or against the relevant resolutions.

ANNUAL GENERAL MEETING

A notice of the Annual General Meeting is set out in this circular. At the Annual General Meeting, in addition to the ordinary business of the meeting, resolutions will be proposed to approve (i) the refreshment of the 10% general limit on grant of options under the Share Option Scheme and (ii) the general mandates for the issue and repurchase by the Company of its own Shares respectively.

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LETTER FROM THE BOARD

Details of the Directors who are proposed to be re-elected at the Annual General Meeting are set out as follows:

Mr. Chau Chit , aged 41, graduated from Zhejiang University. Mr. Chau was appointed an Executive Director of the Company in June 2006 and is currently the Managing Director of the Company. He is a Director and the Chief Executive Officer of Sino Stride Technology (Holdings) Limited, a non-wholly owned subsidiary of the Company which was listed on the Growth Enterprise Market (“GEM”) of the Stock Exchange from 29 July 2002 to 6 November 2006. Mr. Chau is a director and a shareholder of Mega Start Limited, a substantial shareholder of the Company. Save as disclosed above, Mr. Chau does not hold any directorships in other listed public companies in the last three years and is independent of and not connected with the directors, senior management or substantial or controlling shareholders of the Company or any of its subsidiary.

A service contract had been entered into between Mr. Chau and the Company for a term of three years commencing from 16 June 2006. Under the service contract, Mr. Chau is entitled to a monthly salary of HK$120,000 and with effect from 1 January 2007, a monthly salary of HK$150,000 which are determined with reference to his experience and duties as well as the then prevailing market conditions. Mr. Chau is also entitled to a discretionary bonus or incentive payment as may be determined by the Remuneration Committee of the Company from time to time by reference to the then prevailing market conditions, the performance of the Company as well as his individual performance. For the financial year ended 31 December 2006, the discretionary incentive payment received by Mr. Chau is HK$300,000. As at the Latest Practicable Date, Mr. Chau has a corporate interest of 301,160,000 Shares within the meaning of Part XV of the SFO and a beneficial interest of 15,438,000 underlying Shares attached to the share options granted by the Company within the meaning of Part XV of the SFO.

In relation to the proposed re-election of Mr. Chau as a Director, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under Rules 13.51(2)(h) to (v) of the Listing Rules, and there is no other matter that needs to be brought to the attention of the Shareholders.

Mr. Tzu San Te , aged 35. Mr. Tzu was appointed a Director of the Company in June 2004. Save as disclosed above, Mr. Tzu does not hold any directorships in other listed public companies in the last three years and is independent of and not connected with the directors, senior management or substantial or controlling shareholders of the Company or any of its subsidiary. He holds a master degree in material science and engineering and has extensive experience in manufacturing and the research and development of photomask.

A service contract has been entered into between Mr. Tzu and a wholly-owned subsidiary of the Company for a term of five years commencing from 11 April 2003. Under the service contract, Mr. Tzu is entitled to a monthly salary of HK$97,500 which is determined with reference to his experience and duties as well as the then prevailing market conditions. Mr. Tzu is also entitled to a discretionary bonus or incentive payment as may be determined by the Remuneration Committee of the Company from time to time by reference to the then prevailing market conditions, the performance of the Company as well as his individual performance. For the financial year ended 31 December 2006, the discretionary incentive payment received by Mr. Tzu is HK$97,500. As at the Latest Practicable Date, Mr. Tzu had a beneficial interest of 12,008,000 underlying Shares attached to the share options granted by the Company within the meaning of Part XV of the SFO.

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LETTER FROM THE BOARD

In relation to the proposed re-election of Mr. Tzu as a Director, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under Rules 13.51(2)(h) to (v) of the Listing Rules, and there is no other matter that needs to be brought to the attention of the Shareholders.

Mr. Chen Jianyong , aged 36, graduated with a bachelor of science degree in industrial management and a master of science degree in industry engineering and operation research. Mr. Chen was appointed an Executive Director of the Company in June 2006. He is currently a director of each of Sky Land Navigator Technology (Shenzhen) Limited, Sky Light Communication (Shenzhen) Limited and 深圳市 武大數字交通技術有限公司, all being non-wholly owned subsidiaries of the Company. Save as disclosed above, Mr. Chen does not hold any directorships in other listed public companies in the last three years and is independent of and not connected with the directors, senior management or substantial or controlling shareholders of the Company or any of its subsidiary.

A service contract has been entered into between Mr. Chen and the Company for a term of three years commencing from 16 June 2006. Under the service contract, Mr. Chen is entitled to a monthly salary of HK$100,000 which is determined with reference to his experience and duties as well as the then prevailing market conditions. Mr. Chen is also entitled to a discretionary bonus or incentive payment as may be determined by the Remuneration Committee of the Company from time to time by reference to the then prevailing market conditions, the performance of the Company as well as his individual performance. For the financial year ended 31 December 2006, the discretionary incentive payment received by Mr. Chen is HK$100,000. As at the Latest Practicable Date, Mr. Chen had a beneficial interest of 10,292,000 underlying Shares attached to the share options granted by the Company within the meaning of Part XV of the SFO.

In relation to the proposed re-election of Mr. Chen as a Director, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under Rules 13.51(2)(h) to (v) of the Listing Rules, and there is no other matter that needs to be brought to the attention of the Shareholders.

Mr. Tse Chun Sing , aged 57. Mr. Tse joined the Company as a founding member in 1983 and was appointed a Director of the Company in December 1988. Save as disclosed above, Mr. Tse does not hold any directorships in other listed public companies in the last three years and is independent of and not connected with the directors, senior management or substantial or controlling shareholders of the Company or any of its subsidiary. He has over 20 years of experience in marketing.

A service contract has been entered into between Mr. Tse and the Company with no fixed term commencing from 1 January 2002. Under the service contract, Mr. Tse is entitled to a monthly salary of HK$124,380 which is determined with reference to his experience and duties as well as the then prevailing market conditions. Mr. Tse is also entitled to a discretionary bonus or incentive payment as may be determined by the Remuneration Committee of the Company from time to time by reference to the then prevailing market conditions, the performance of the Company as well as his individual performance. For the financial year ended 31 December 2006, the discretionary incentive payment received by Mr. Tse is HK$124,380. As at the Latest Practicable Date, Mr. Tse had a beneficial interest of 11,292,000 underlying Shares attached to the share options granted by the Company within the meaning of Part XV of the SFO.

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LETTER FROM THE BOARD

In relation to the proposed re-election of Mr. Tse as a Director, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under Rules 13.51(2)(h) to (v) of the Listing Rules, and there is no other matter that needs to be brought to the attention of the Shareholders.

Mr. Chan Wah Tip, Michael , aged 54. Mr. Chan was appointed an Independent Non-executive Director of the Company in August 1996 and was re-designated as Non-executive Director of the Company in September 2004. He is a practising solicitor in Hong Kong and a partner of Wilkinson & Grist. Mr. Chan is a non-executive director of High Fashion International Limited and an independent non-executive director of L.K. Technology Holdings Limited, both being companies listed in Hong Kong. Save as disclosed above, Mr. Chan does not hold any directorships in other listed public companies in the last three years and is independent of and not connected with the directors, senior management or substantial or controlling shareholders of the Company or any of its subsidiary.

There is neither service contract between the Company or other members of the Company’s group and Mr. Chan nor any proposed length of service for Mr. Chan with the Company or other members of the Company’s group. In accordance with the Articles, Mr. Chan is subject to the rotation requirements and shall retire from office by rotation at least once every three years. For the financial year ending 31 December 2007, the director’s fee for Mr. Chan will be HK$150,000 for a full year which will be paid in proportion to the actual length of services provided by Mr. Chan. For the financial year ended 31 December 2006, the director’s fee of Mr. Chan is HK$150,000 per annum. The relevant director’s fees were determined by the Board pursuant to the authority given by the Shareholders and by reference to Mr. Chan’s experience and duties as well as the then prevailing market conditions. As at the Latest Practicable Date, Mr. Chan had a beneficial interest of 2,114,000 underlying Shares attached to the share options granted by the Company within the meaning of Part XV of the SFO.

In relation to the proposed re-election of Mr. Chan as a Director, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under Rules 13.51(2)(h) to (v) of the Listing Rules, and there is no other matter that needs to be brought to the attention of the Shareholders.

Mr. Leung Kai Cheung , aged 61. Mr. Leung was appointed an Independent Non-executive Director of each of the Company and Shougang Concord International Enterprises Company Limited in June 2006. He graduated from the Chinese University of Hong Kong with a bachelor degree in business. He had been a senior executive of Citibank, N.A. and the general manager of Barclays Bank PLC in charge of Kowloon and New Territories district. He is currently the chairman of each of Star International Enterprises Limited and Shinon Technologies Limited. He is one of the founding shareholders of Prosticks International Holdings Limited whose shares are listed on the GEM of the Stock Exchange. Save as disclosed above, Mr. Leung does not hold any directorships in other listed public companies in the last three years and is independent of and not connected with the directors, senior management or substantial or controlling shareholders of the Company or any of its subsidiary. Mr. Leung has extensive financial knowledge and business management experience and is familiar with the business environment of both Hong Kong and Mainland China and the operation of listed companies.

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LETTER FROM THE BOARD

There is neither service contract between the Company or other members of the Company’s group and Mr. Leung nor any proposed length of service for Mr. Leung with the Company or other members of the Company’s group. In accordance with the Articles, Mr. Leung is subject to the rotation requirements and shall retire from office by rotation at least once every three years. For the financial year ending 31 December 2007, the director’s fee for Mr. Leung will be HK$150,000 for a full year which will be paid in proportion to the actual length of services provided by Mr. Leung. During the period from 16 June 2006 (the date of appointment of Mr. Leung as an Independent Non-executive Director of the Company) to 31 December 2006, the director’s fee of Mr. Leung is HK$81,250. The relevant director’s fees were determined by the Board pursuant to the authority given by the Shareholders and by reference to Mr. Leung’s experience and duties as well as the then prevailing market conditions. As at the Latest Practicable Date, Mr. Leung had a beneficial interest of 1,714,000 underlying Shares attached to the share options granted by the Company within the meaning of Part XV of the SFO.

In relation to the proposed re-election of Mr. Leung as a Director, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under Rules 13.51(2)(h) to (v) of the Listing Rules, and there is no other matter that needs to be brought to the attention of the Shareholders.

A form of proxy for the Annual General Meeting is enclosed herewith. Whether or not you are able to attend the Annual General Meeting, you are requested to complete the form of proxy and return it to the Company’s share registrars, Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong in accordance with the instructions printed thereon as soon as practicable but in any event not later than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjourned meeting (as the case may be) should you so wish.

Pursuant to Article 74 of the Articles, unless voting by way of a poll is required by the Listing Rules, every resolution submitted to a general meeting shall be determined on a show of hands in the first instance by the Shareholders present in person or (being a corporation) by a duly authorised corporate representative, but a poll may be demanded (before or upon the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) by the chairman of the relevant meeting or by:

• (a) at least 3 Shareholders present in person (or in the case of a corporation, by its duly authorised representative) or by proxy for the time being entitled to vote at the meeting; or

• (b) any Shareholder or Shareholders present in person (or in the case of a corporation, by its duly authorised representative) or by proxy and representing not less than one-tenth of the total voting rights of all the Shareholders having the right to vote at the meeting; or

• (c) a Shareholder or Shareholders present in person (or in the case of a corporation, by its duly authorised representative) or by proxy and holding Shares conferring a right to vote at the meeting, being Shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all Shares conferring that right; or

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LETTER FROM THE BOARD

• (d) any Director or Directors who, individually or collectively, hold proxies in respect of Shares representing 5% or more of the total voting rights at such meeting.

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading.

RECOMMENDATION

The Directors consider that the proposals for (i) refreshment of the 10% general limit on grant of options under the Share Option Scheme; (ii) granting of general mandates to the Directors to issue and repurchase Shares; and (iii) re-election of retiring Directors are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend all Shareholders to vote in favour of the relevant ordinary resolutions to be proposed at the Annual General Meeting in respect thereof.

Yours faithfully, For and on behalf of

Shougang Concord Technology Holdings Limited Cao Zhong Chairman

10

EXPLANATORY STATEMENT

APPENDIX

This is an explanatory statement given to all Shareholders relating to a resolution to be proposed at the Annual General Meeting for approving the Repurchase Mandate.

This explanatory statement contains all the information required pursuant to Rule 10.06(1)(b) and other relevant provisions of the Listing Rules which is set out as follows:

1. SHAREHOLDER’S APPROVAL

All proposed repurchases of shares by a company with a primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of general mandate or by special approval of a particular transaction. The Company’s sole listing is on the Stock Exchange.

2. SOURCE OF FUNDS

Repurchases must be funded out of funds legally available for the purpose in accordance with the memorandum and articles of association of the Company and the Companies Ordinance (Cap. 32) and the laws of Hong Kong. It is presently proposed that any Shares repurchased under the Repurchase Mandate would be purchased out of the capital paid up on the repurchased Shares, the profits of the Company which would otherwise be available for dividend and the Company’s share premium account.

3. EXERCISE OF THE REPURCHASE MANDATE

The Shares proposed to be repurchased by the Company must be fully paid up. Under the Listing Rules, the total number of shares which a company is authorised to repurchase on the Stock Exchange is shares representing up to a maximum of 10% of the existing issued share capital as at the date of the resolution granting such general mandate. Exercise in full of the Repurchase Mandate, on the basis of 1,718,071,509 Shares in issue as at the Latest Practicable Date and assuming no Shares are issued and repurchased by the Company, could result in up to 171,807,150 Shares, which represents 10% of the issued share capital of the Company as at the Latest Practicable Date, being repurchased by the Company during the period from the passing of the resolution granting the Repurchase Mandate up to the conclusion of the next annual general meeting of the Company or the expiration of the period within the next annual general meeting of the Company as required by the Companies Ordinance (Cap. 32) and the laws of Hong Kong to be held, or when revoked or varied by an ordinary resolution of Shareholders in general meeting, whichever occurs first.

4. REASONS FOR REPURCHASE

Although the Directors have no present intention of repurchasing any Shares, they believe that it is in the best interests of the Company and the Shareholders to have a general authority from Shareholders to enable the Directors to purchase Shares on the market. Such repurchases may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net value of the Company and its assets and/or its earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders.

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EXPLANATORY STATEMENT

APPENDIX

5. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the memorandum and articles of association of the Company and the laws of Hong Kong.

The exercise in full of the Repurchase Mandate might have a material adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in its most recent audited accounts for the year ended 31 December 2006. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital or gearing position of the Company.

6. GENERAL

• (a) None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates has any present intention, in the event that the Repurchase Mandate is approved by Shareholders to sell Shares to the Company or its subsidiaries.

• (b) The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of Hong Kong.

• (c) If as a result of the share repurchase a shareholder’s proportionate interest in the voting rights of the repurchasing company increases, such increase will be treated as an acquisition of voting rights for purposes of the Takeovers Code. As a result, a shareholder or a group of shareholders acting in concert could obtain or consolidate control of a repurchasing company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, Shougang Holding (Hong Kong) Limited (“Shougang Holding”) was beneficially interested in approximately 28% of the issued share capital of the Company. In the event that the Repurchase Mandate is exercised in full and no further Shares are issued during the proposed repurchase period, the beneficial interest of Shougang Holding in the issued share capital of the Company will increase to approximately 31%. Such increase in the interest held by Shougang Holding in the Company would possibly give rise to an obligation to make a mandatory offer under the Takeovers Code. However, the Directors have no present intention to repurchase Shares to such extent that would give rise to Shougang Holding an obligation to make a mandatory offer under the Takeovers Code.

• (d) The Company has not repurchased any of its Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date and will not repurchase its Shares if public float is less than 25%.

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EXPLANATORY STATEMENT

APPENDIX

• (e) No connected person has notified the Company that he or she has a present intention to sell Shares to the Company, and no connected person has undertaken not to sell any of Shares held by him/her to the Company, in the event that the Repurchase Mandate is approved by the Shareholders.

• (f) The highest and lowest prices at which the Shares have traded on the Stock Exchange during each of the previous twelve months were as follows:

	Highest	Lowest
	HK$	HK$
2006
April	0.440	0.300
May	0.380	0.300
June	0.325	0.260
July	0.320	0.280
August	0.290	0.246
September	0.270	0.249
October	0.275	0.250
November	0.330	0.245
December	0.400	0.285
2007
January	0.500	0.330
February	0.720	0.460
March	0.820	0.490

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NOTICE OF ANNUAL GENERAL MEETING

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首長科技集團有限公司 SHOUGANG CONCORD TECHNOLOGY HOLDINGS LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 521)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shougang Concord Technology Holdings Limited (the “Company”) will be held at 11:00 a.m. on Wednesday, 6 June 2007 at JW Marriott Ballroom, Level 3, JW Marriott Hotel Hong Kong, Pacific Place, 88 Queensway, Hong Kong for the following purposes:

AS ORDINARY BUSINESS

1. To receive the report of the directors and the audited financial statements for the year ended 31 December 2006.

2. To re-elect the retiring directors.

3. To appoint auditors and to authorise the directors to fix their remuneration.

AS SPECIAL BUSINESS

1. To consider and, if thought fit, pass the following resolution as an ordinary resolution:

“ THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting listing of, and permission to deal in, the shares of HK$0.25 each (“Shares”) in the share capital of the Company to be issued pursuant to the exercise of options which may be granted under the New Scheme Limit (as defined below), the refreshment of the scheme limit of the Company’s share option scheme adopted on 7 June 2002, up to 10% of the number of Shares in issue as at the date of passing this resolution (“New Scheme Limit”) be and is hereby approved and any director of the Company be and is hereby authorised to do such act and execute such document to effect the New Scheme Limit.”

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NOTICE OF ANNUAL GENERAL MEETING

1. To consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company:

“ THAT :

• (a) subject to paragraph (c) below, the exercise by the directors of the Company during the Relevant Period of all the powers of the Company to allot, issue and deal with shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such power be and it is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such power after the end of the Relevant Period;

• (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the directors of the Company pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue; (ii) the exercise of rights of subscription or conversion under the terms of any warrants issued by the Company or any securities which are convertible into shares of the Company; (iii) any option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or (iv) any scrip dividend on shares of the Company in accordance with the articles of association of the Company, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution; and

• (d) for the purposes of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earlier of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by law to be held; and

• (iii) the revocation or variation of this resolution by any ordinary resolution of the shareholders of the Company in general meeting.

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NOTICE OF ANNUAL GENERAL MEETING

“Rights Issue” means an offer of shares open for a period fixed by the directors of the Company to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or any class thereof (subject to such exclusion or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any territories outside Hong Kong).”

1. To consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company:

“ THAT :

• (a) subject to paragraph (c) below, the exercise by the directors during the Relevant Period of all the powers of the Company to repurchase issued shares in the capital of the Company on The Stock Exchange of Hong Kong Limited, and that the exercise by the directors of all the powers of the Company to repurchase such shares subject to and in accordance with all applicable laws or the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, be and it is hereby generally and unconditionally approved;

• (b) in addition, the approval in paragraph (a) above shall authorise the directors on behalf of the Company during the Relevant Period to procure the Company to purchase its shares at a price determined by the directors;

• (c) the aggregate nominal amount of shares repurchased or agreed conditionally or unconditionally to be repurchased by the Company pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution, and the authority pursuant to paragraph (a) shall be limited accordingly; and

• (d) for the purposes of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earlier of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by law to be held; and

• (iii) the revocation or variation of this resolution by any ordinary resolution of the shareholders of the Company in general meeting.”

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NOTICE OF ANNUAL GENERAL MEETING

1. To consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company:

“ THAT conditional upon the passing of resolution no. 6 as set out in the notice convening this meeting of which this resolution forms part, the aggregate nominal amount of the shares in the Company which are repurchased by the Company pursuant to and in accordance with the said resolution no. 6 shall be added to the aggregate nominal amount of the shares in the Company that may be allotted or agreed conditionally or unconditionally to be allotted by the directors pursuant to and in accordance with resolution no. 5 as set out in the notice convening this meeting of which this resolution forms part.”

By Order of the Board Cheng Man Ching Company Secretary

Hong Kong, 30 April 2007

Notes:

• (1) With respect to Resolution 2 above, Messrs. Chau Chit, Tzu San Te, Chen Jianyong, Tse Chun Sing, Chan Wah Tip, Michael and Leung Kai Cheung will retire from office at the above meeting pursuant to the articles of association of the Company and, being eligible, offer themselves for re-election at the above meeting.

• (2) The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of any officer, attorney or other person duly authorised to sign the same.

• (3) Any member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him/her. A proxy need not be a member of the Company.

• (4) In order to be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, must be lodged at the Company’s share registrars, Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for holding the meeting or any adjourned meeting thereof (as the case may be).

• (5) Completion and return of the form of proxy will not preclude members from attending and voting in person at the meeting or at any adjourned meeting thereof (as the case may be) should they so wish, and in such event, the form of proxy shall be deemed to be revoked.

• (6) Where there are joint registered holders of any share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the meeting, whether in person or by proxy, the joint registered holder present whose name stands first on the register of members of the Company in respect of the shares shall be accepted to the exclusion of the votes of the other registered holders.

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