Sunac Services Holdings Limited — Proxy Solicitation & Information Statement 2016

Nov 28, 2016

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you are in any doubt as to any aspect of this document or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in Shun Cheong Holdings Limited (the ‘‘Company’’), you should at once hand this document and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

SHUN CHEONG HOLDINGS LIMITED 順 昌 集 團 有 限 公 司[*]

(Incorporated in Bermuda with limited liability) (Stock Code: 650)

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF SPECIAL GENERAL MEETING

A letter from the board of directors of the Company is set out on pages 2 to 4 of this document. A notice convening the special general meeting of the shareholders of the Company to be held at United Conference Centre – Room 4, 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong on Thursday, 15 December 2016 at 9:45 a.m. is set out on pages 5 to 6 of this document.

A form of proxy for the said meeting is enclosed with this document. Whether or not you intend to be present at the said meeting, you are requested to complete the form of proxy and return it to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time appointed for the special general meeting or any adjournment thereof. The completion and return of a form of proxy will not preclude you from attending and voting at the said meeting in person.

29 November 2016

• For identification purposes only

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
NOTICE OF SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5

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DEFINITIONS

In this document, the following expressions have the following meanings unless the context requires otherwise:

• ‘‘Board’’ the board of Directors ‘‘Company’’ Shun Cheong Holdings Limited, a company incorporated in Bermuda with limited liability and whose Shares are listed on the Main Board of the Stock Exchange

• ‘‘Director(s)’’ the director(s) of the Company

• ‘‘Group’’ the Company and its subsidiaries

• ‘‘HK$’’ Hong Kong dollar(s), the lawful currency of Hong Kong

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

• ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange

• ‘‘Proposed Change of Company Name’’

• the proposed change of the English name of the Company from ‘‘Shun Cheong Holdings Limited’’ to ‘‘IDG Energy Investment Group Limited’’, and the adoption of the Chinese name of ‘‘IDG能源投資集團有限公司’’ for identification purpose only in replacement of ‘‘順昌集團有 限公司’’ which has been previously adopted for the same purpose

• ‘‘SGM’’ the special general meeting of the Company to be held at United Conference Centre – Room 4, 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong on Thursday, 15 December 2016 at 9:45 a.m. or any adjournment thereof

• ‘‘Share(s)’’ ordinary share(s) of HK$0.01 each in the share capital of the Company

• ‘‘Shareholder(s)’’ holder(s) of Share(s)

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

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LETTER FROM THE BOARD

SHUN CHEONG HOLDINGS LIMITED 順 昌 集 團 有 限 公 司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 650)

Executive Directors: Wang Jingbo (Chairman and Chief Executive Officer) Lee Khay Kok

Non-executive Directors: Lin Dongliang Shong Hugo

Independent Non-executive Directors: Shi Cen Chen Zhiwu Chau Shing Yim David

Principal Place of Business: Suite 2302 Wing On Centre 111 Connaught Road Central Hong Kong

Registered Office: Canon’s Court 22 Victoria Street Hamilton HM12 Bermuda

29 November 2016

To the Shareholders

Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 28 November 2016 in respect of the Proposed Change of Company Name. The purpose of this document is to provide you with the information regarding the Proposed Change of Company Name and give notice of the SGM.

PROPOSED CHANGE OF COMPANY NAME

The Board proposes to change the English name of the Company from ‘‘Shun Cheong Holdings Limited’’ to ‘‘IDG Energy Investment Group Limited’’ and to adopt the Chinese name of ‘‘IDG能源投資集團有限公司’’ for identification purpose only in replacement of ‘‘順昌集團 有限公司’’ which has been previously adopted for the same purpose.

• For identification purposes only

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LETTER FROM THE BOARD

REASONS FOR THE PROPOSED CHANGE OF COMPANY NAME

The Board considers that the Proposed Change of Company Name can promote and strengthen the Company’s corporate image and enable the Group to better identify and obtain business opportunities for future development. As such, the Board is of the view that the Proposed Change of Company Name is in the best interests of the Company and the Shareholders as a whole.

CONDITIONS OF THE PROPOSED CHANGE OF COMPANY NAME

The Proposed Change of Company Name is subject to the following conditions:

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

• (2) the granting of the approval by the Registrar of Companies in Bermuda for the change of the English name of the Company from ‘‘Shun Cheong Holdings Limited’’ to ‘‘IDG Energy Investment Group Limited’’.

Subject to the satisfaction of the conditions set out above, the Proposed Change of Company Name will take effect from the date on which the Company’s new English name is entered on the register of companies maintained by the Registrar of Companies in Bermuda in place of the existing English name. The Registrar of Companies in Bermuda is expected to issue the certificate of incorporation on change of name thereafter. After the Proposed Change of Company Name has become effective, the Company will carry out the necessary filing and/ or registration procedures in Hong Kong.

EFFECTS OF THE PROPOSED CHANGE OF COMPANY NAME

The Proposed Change of Company Name will not, by itself, affect any of the rights of the Shareholders. Save for the change of stock short names to be announced by the Company, the trading arrangements for the Shares on the Stock Exchange will not be affected.

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 evidence of title to such Shares and will remain valid for trading, settlement, registration and delivery purposes. Accordingly, there will not be any arrangement for free exchange of the existing share certificates of the Company for new share certificates bearing the new name of the Company. Any new share certificates of the Company issued after the Proposed Change of Company Name has become effective will bear the Company’s new name.

Upon the Proposed Change of Company Name becoming effective, and subject to the confirmation of the Stock Exchange, the English and Chinese stock short names of the Company will also be changed.

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LETTER FROM THE BOARD

SGM

The SGM will be convened for the Shareholders to consider and, if thought fit, pass the special resolution to approve the Proposed Change of Company Name. The notice convening the SGM is set out on pages 5 to 6 of this document.

A form of proxy for use at the SGM is also enclosed with this document. Whether or not you intend to attend the SGM, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the SGM 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 SGM or at any adjourned meeting (as the case may be) if you so wish.

Pursuant to rule 13.39(4) of the Listing Rules, the resolution to approve the Proposed Change of Company Name to be proposed at the SGM will be voted on by way of poll by the Shareholders at the SGM. Having made all reasonable enquiries, the Directors are not aware of any Shareholder who has material interest in the Proposed Change of Company Name (other than being shareholders) and hence is required to abstain from voting on the resolution to approve the Proposed Change of Company Name to be proposed at the SGM under the Listing Rules.

RECOMMENDATION

The Board considers that the Proposed Change of Company Name is in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board recommends all Shareholders to vote in favour of the resolution to approve the Proposed Change of Company Name to be proposed at the SGM.

Yours faithfully, By order of the Board WANG Jingbo

Chairman and Chief Executive Officer

– 4 –

NOTICE OF SGM

SHUN CHEONG HOLDINGS LIMITED 順 昌 集 團 有 限 公 司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 650)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of the shareholders of Shun Cheong Holdings Limited (the ‘‘Company’’) will be held at United Conference Centre – Room 4, 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong on Thursday, 15 December 2016 at 9:45 a.m. for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolution as a special resolution of the Company:

SPECIAL RESOLUTION

‘‘THAT subject to and conditional upon the approval of the Registrar of Companies in Bermuda, the English name of the Company be changed from ‘‘Shun Cheong Holdings Limited’’ to ‘‘IDG Energy Investment Group Limited’’ and the Chinese name ‘‘IDG能源投資集 團有限公司’’ be adopted for identification purpose only in place of the existing Chinese name ‘‘順昌集團有限公司’’ (which was previously adopted for identification purpose only), with effect from the date of entry of the new English name of the Company on the register of companies maintained by the Registrar of Companies in Bermuda, and that the directors of the Company be and are hereby authorised to do all such acts and things and execute all such documents and make all such arrangements as they may consider necessary, desirable or expedient to implement and give effect to the aforesaid change of English name and adoption of Chinese name of the Company for identification purpose.’’

By order of the Board Shun Cheong Holdings Limited WANG Jingbo Chairman and Chief Executive Officer

Hong Kong, 29 November 2016

Registered Office: Canon’s Court 22 Victoria Street Hamilton HM12 Bermuda

Principal place of business: Suite 2302 Wing On Centre 111 Connaught Road Central Hong Kong

• For identification purposes only

– 5 –

NOTICE OF SGM

Notes:

1. A shareholder entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxies to attend and vote in his stead. A proxy need not be a shareholder of the Company.

2. 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 certified copy of that power of attorney or other authority, must be deposited at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the said meeting or any adjourned meeting.

3. In the case of joint holders of a share, the vote of the person, whether attending in person or by proxy, whose name stands first on the register of members of the Company in respect of such share shall be accepted to the exclusion of the votes of the other joint holder(s).

4. The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.

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