Ulferts International Limited - Proxy Solicitation & Information Statement 2010

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 Grand (Group) 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.

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.

**首長四方（集團）有限公司[*] SHOUGANG CONCORD GRAND (GROUP) LIMITED** (Incorporated in Bermuda with limited liability)

(Stock Code: 730)

PROPOSALS FOR GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

AND

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

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

RE-ELECTION OF RETIRING DIRECTORS

AND ADOPTION OF NEW BYE-LAWS AND NOTICE OF ANNUAL GENERAL MEETING

A notice of annual general meeting of Shougang Concord Grand (Group) Limited to be held at 10:15 a.m. on Tuesday, 8 June 2010 at JW Marriott Ballroom, Level 3, JW Marriott Hotel Hong Kong, Pacific Place, 88 Queensway, Hong Kong is set out on pages 33 to 36 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 Hong Kong branch share registrars and transfer office of the Company, Tricor 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.

29 April 2010

* For identification purpose only

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 10:15
	a.m. on Tuesday, 8 June 2010 at JW Marriott Ballroom, Level
	3, JW Marriott Hotel Hong Kong, Pacific Place, 88 Queensway,
	Hong Kong or any adjournment thereof
“associate(s)”	has the same meaning as ascribed to it under the Listing Rules
“Board”	the board of Directors
“Bye-laws”	the bye-laws of the Company
“Companies Act”	the Companies Act 1981 of Bermuda (as amended)
“Company”	Shougang Concord Grand (Group) Limited, a company
	incorporated in Bermuda 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
“GDC”	Global Digital Creations Holdings Limited, an indirect non-wholly
	owned subsidiary of the Company incorporated in Bermuda with
	limited liability whose shares are listed on GEM
“GDC Group”	GDC and its subsidiaries
“GDC Share(s)”	the ordinary share(s) of HK$0.01 each in the share capital of GDC
“GDC Share Option Scheme”	the share option scheme adopted by GDC on 18 July 2003
“GDC Tech”	GDC Technology Limited, a company incorporated in the British
	Virgin Islands and is an indirect non-wholly owned subsidiary of
	GDC
“GDC Tech Group”	GDC Tech, its subsidiaries and its holding companies (including
	intermediate and ultimate holding companies)
“GDC Tech Share(s)”	ordinary share(s) of HK$0.10 each in the share capital of GDC
	Tech

DEFINITIONS

“GDC Tech Share Option Scheme” the share option scheme adopted by GDC Tech on 19 September 2006
“GEM” the Growth Enterprise Market of the Stock Exchange
“GEM Listing Rules” the Rules Governing the Listing of Securities on GEM and any amendments thereto
“HK$” Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong” the Hong Kong Special Administrative Region of the PRC
“Last GDC Refreshed Limit”
the 10% limit under the GDC Share Option Scheme refreshed by the Shareholders and the shareholders of GDC at their respective annual general meetings held on 6 June 2007 pursuant to which the board of directors of GDC may grant options to eligible participants (as defined in the GDC Share Option Scheme) to subscribe for a maximum of 119,979,550 GDC Shares, being 10% of the GDC Shares in issue as at 6 June 2007
“Last GDC Tech Refreshed Limit” the 10% limit under the GDC Tech Share Option Scheme refreshed by the Shareholders and the shareholders of GDC at their respective annual general meetings held on 6 June 2007 pursuant to which the board of directors of GDC Tech may grant options to eligible participants (as defined in the GDC Tech Share Option Scheme) to subscribe for a maximum of 16,118,024 GDC Tech Shares, being 10% of the GDC Tech Shares in issue as at 6 June 2007
“Latest Practicable Date” 23 April 2010, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein
“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange and any amendments thereto
“New GDC Refreshed Limit”
the limit under the GDC Share Option Scheme proposed to be refreshed at the Annual General Meeting pursuant to which the board of directors of GDC may grant options to eligible participants (as defined in the GDC Share Option Scheme) to subscribe for 10% of the GDC Shares in issue as at the date of approving such refreshed limit

DEFINITIONS

“New GDC Tech Refreshed Limit”	the limit under the GDC Tech Share Option Scheme proposed to
	be refreshed at the Annual General Meeting pursuant to which
	the board of directors of GDC Tech may grant options to eligible
	participants (as defined in the GDC Tech Share Option Scheme) to
	subscribe for 10% of the GDC Tech Shares in issue as at the date
	of approving such refreshed limit
“PRC”	the People’s Republic of China but excluding, for the purpose
	of this circular, Hong Kong, the Macao Special Administrative
	Region of the PRC and Taiwan
“SFO”	Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong)
“Share(s)”	the ordinary share(s) of HK$0.01 each in the share capital of the
	Company
“Shareholder(s)”	the holder(s) of the Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	Code on Takeovers and Mergers
“%”	per cent.

LETTER FROM THE BOARD

**首長四方（集團）有限公司[*] SHOUGANG CONCORD GRAND (GROUP) LIMITED**

(Incorporated in Bermuda with limited liability)

(Stock Code: 730)

Directors:

Wang Qinghai (Chairman) Cao Zhong (Vice Chairman and Managing Director) Chen Zheng (Managing Director of Operations) Wang Tian (Deputy Managing Director) Yuan Wenxin (Deputy Managing Director) Leung Shun Sang, Tony (Non-executive Director) Tam King Ching, Kenny (Independent Non-executive Director) Zhou Jianhong (Independent Non-executive Director) Yip Kin Man, Raymond (Independent Non-executive Director)

Registered Office: Canon’s Court 22 Victoria Street Hamilton HM 12 Bermuda

Principal Office in Hong Kong: Rooms 1101-4, 11th Floor Harcourt House 39 Gloucester Road Wanchai Hong Kong 29 April 2010

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND

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

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

RE-ELECTION OF RETIRING DIRECTORS

AND

ADOPTION OF NEW BYE-LAWS AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

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

* For identification purpose only

LETTER FROM THE BOARD

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 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 1 June 2009 will lapse at the conclusion of the Annual General Meeting. Resolutions Nos. 4 to 6 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.

Based on 1,151,892,469 Shares in issue as at the Latest Practicable Date and assuming that no further Shares are repurchased or issued prior to the Annual General Meeting, subject to the passing of the relevant ordinary resolutions to approve the mandate to issue Shares at the Annual General Meeting, the Directors will be authorised to allot and issue up to a limit of 230,378,493 Shares under the general mandate to issue Shares.

If approved by the Shareholders at the Annual General Meeting, the general mandate to issue Shares will continue in force until the earlier of (i) the conclusion of the next annual general meeting of the Company following the passing of the resolution referred to herein; or (ii) the revocation or variation of the general mandate to issue Shares by an ordinary resolution of the Shareholders in general meeting.

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

REFRESHMENT OF THE 10% GENERAL LIMIT ON GRANT OF OPTIONS UNDER THE GDC 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 GDC Share Option Scheme. The following provides details in respect of the proposed refreshment of the 10% general limit of the GDC Share Option Scheme. Other than the GDC Share Option Scheme, GDC has no other share option scheme.

LETTER FROM THE BOARD

Since the date of adoption of GDC Share Option Scheme and up to the Latest Practicable Date, particulars of the options granted under the GDC Share Option Scheme are set forth below:

	GDC Share Option Scheme
Options outstanding	25,580,000
Options cancelled and lapsed	30,142,840
Options exercised	62,425,540
Options granted (including those exercised,	118,148,380
outstanding, cancelled or lapsed)

Under the Last GDC Refreshed Limit, the board of directors of GDC may grant options to eligible participants under the GDC Share Option Scheme to subscribe for a maximum of 119,979,550 GDC Shares, being 10% of the GDC Shares in issue as at 6 June 2007, the date on which the Last GDC Refreshed Limit was approved by the Shareholders and the shareholders of GDC.

As at the Latest Practicable Date, options carrying the rights to subscribe for up to a total of 38,070,000 GDC Shares have been granted under the GDC Share Option Scheme since the approval of the Last GDC Refreshed Limit. Unless the 10% general limit on grant of options under the GDC Share Option Scheme is “refreshed”, only up to 81,909,550 GDC Shares may be issued pursuant to the grant of further options under the GDC Share Option Scheme.

It is proposed that subject to the approval of the Shareholders and the shareholders of GDC at their respective annual general meetings to be held on 8 June 2010 and such other requirements prescribed under the Listing Rules and GEM Listing Rules, the general limit on grant of options under the GDC Share Option Scheme will be refreshed to 10% of the GDC Shares in issue as at the date of the approval by the Shareholders and the shareholders of GDC at their respective annual general meetings to be held on 8 June 2010 and options previously granted under the GDC Share Option Scheme (including those outstanding, cancelled, lapsed or exercised options in accordance with the GDC Share Option Scheme) will not be counted for the purpose of calculating the limit as refreshed.

The New GDC Refreshed Limit will enable GDC to grant further options to the eligible participants (as defined in the GDC Share Option Scheme) as incentives or rewards for their contribution to the GDC Group.

Pursuant to the GEM Listing Rules, the GDC Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the GDC Share Option Scheme at any time shall not exceed 30% of the GDC Shares in issue from time to time. No options shall be granted under the GDC Share Option Scheme if this will result in the 30% limit being exceeded.

LETTER FROM THE BOARD

Assuming that no further GDC Shares will be issued or repurchased prior to the date of approving the New GDC Refreshed Limit by the Shareholders and the shareholders of GDC, the maximum number of GDC Shares subject to options under the GDC Share Option Scheme that can be granted by GDC under the New GDC Refreshed Limit would be 129,524,554 GDC Shares, representing 10% of 1,295,245,540 GDC Shares in issue as at the Latest Practicable Date.

Conditions

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

The adoption of the New GDC Refreshed Limit is conditional upon:

(a) the passing of an ordinary resolution by the shareholders of GDC at its annual general meeting;
(b) the passing of an ordinary resolution by the Shareholders at the Annual General Meeting; and
(c) the GEM Listing Committee of the Stock Exchange granting the approval of the listing of, and permission to deal in, the GDC Shares to be issued pursuant to the exercise of any options granted under the New GDC Refreshed Limit.

Application for listing

Application will be made to the GEM Listing Committee of the Stock Exchange by GDC for the listing of, and permission to deal in, the GDC Shares (representing a maximum of 10% of the GDC Shares in issue as at the date of the annual general meetings of the Company and GDC to be held on 8 June 2010) which may fall to be issued upon the exercise of any options that may be granted under the New GDC Refreshed Limit.

REFRESHMENT OF THE 10% GENERAL LIMIT ON GRANT OF OPTIONS UNDER THE GDC TECH 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 GDC Tech Share Option Scheme. The following provides details in respect of the proposed refreshment of the 10% general limit of the GDC Tech Share Option Scheme. Other than the GDC Tech Share Option Scheme, GDC Tech has no other share option scheme.

LETTER FROM THE BOARD

Since the date of adoption of GDC Tech Share Option Scheme and up to the Latest Practicable Date, particulars of the options granted under the GDC Tech Share Option Scheme are set forth below:

	GDC Tech Share Option Scheme
Options outstanding	6,930,000
Options cancelled and lapsed	18,214,998
Options exercised	20,606,667
Options granted (including those exercised,	45,751,665
outstanding, cancelled or lapsed)

Under the Last GDC Tech Refreshed Limit, the board of directors of GDC Tech may grant options to eligible participants under the GDC Tech Share Option Scheme to subscribe for a maximum of 16,118,024 GDC Tech Shares, being 10% of the GDC Tech Shares in issue as at 6 June 2007, the date on which the Last GDC Tech Refreshed Limit was approved by the Shareholders and the shareholders of GDC.

As at the Latest Practicable Date, options carrying the rights to subscribe for up to a total of 7,095,000 GDC Tech Shares have been granted under the GDC Tech Share Option Scheme since the approval of the Last GDC Tech Refreshed Limit. Unless the 10% general limit on grant of options under the GDC Tech Share Option Scheme is “refreshed”, only up to 9,023,024 GDC Tech Shares may be issued pursuant to the grant of further options under the GDC Tech Share Option Scheme.

It is proposed that subject to the approval of the Shareholders and the shareholders of GDC at their respective annual general meetings to be held on 8 June 2010 and such other requirements prescribed under the Listing Rules and GEM Listing Rules, the general limit on grant of options under the GDC Tech Share Option Scheme will be refreshed to 10% of the GDC Tech Shares in issue as at the date of the approval by the Shareholders and the shareholders of GDC at their respective annual general meetings to be held on 8 June 2010 and options previously granted under the GDC Tech Share Option Scheme (including those outstanding, cancelled, lapsed or exercised options in accordance with the GDC Tech Share Option Scheme) will not be counted for the purpose of calculating the limit as refreshed.

The New GDC Tech Refreshed Limit will enable GDC Tech to grant further options to the eligible participants (as defined in the GDC Tech Share Option Scheme) as incentives or rewards for their contribution to the GDC Tech Group.

Pursuant to the GEM Listing Rules, the GDC Tech Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the GDC Tech Share Option Scheme at any time shall not exceed 30% of the GDC Tech Shares in issue from time to time. No options shall be granted under the GDC Tech Share Option Scheme if this will result in the 30% limit being exceeded.

LETTER FROM THE BOARD

Assuming that no further GDC Tech Shares will be issued or repurchased prior to the date of approving the New GDC Tech Refreshed Limit by the Shareholders and the shareholders of GDC, the maximum number of GDC Tech Shares subject to options under the GDC Tech Share Option Scheme that can be granted by GDC Tech under the New GDC Tech Refreshed Limit would be 23,304,509 GDC Tech Shares, representing 10% of 233,045,092 GDC Tech Shares in issue as at the Latest Practicable Date.

Conditions

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

The adoption of the New GDC Tech Refreshed Limit is conditional upon:

(a) the passing of an ordinary resolution by the shareholders of GDC at its annual general meeting; and
(b) the passing of an ordinary resolution by the Shareholders at the Annual General Meeting.

ADOPTION OF NEW BYE-LAWS

Since the adoption of the existing Bye-laws in May 1991, there have been various amendments in applicable laws and regulations including the Listing Rules, Companies Act and changes in market practice. Amendments to the existing Bye-laws are required to align and keep abreast with current provisions of the applicable laws and regulations. As the amendments to the existing Bye-laws are substantial, it is proposed that a set of new Bye-laws, which complies with all current applicable laws and regulations, be adopted in substitution of the existing Bye-laws instead of amending the existing Bye-laws on a piecemeal basis, which may lead to confusion and complication in the future.

A summary of the principal provisions of the new Bye-laws is set out in the Appendix II to this circular.

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 general mandates for the issue and repurchase by the Company of its own Shares; (ii) the refreshment of the 10% general limit on grant of options under the GDC Share Option Scheme; (iii) the refreshment of the 10% general limit on grant of options under the GDC Tech Share Option Scheme; and (iv) the adoption of new Bye-laws in substitution of the existing Bye-laws respectively.

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. Chen Zheng , aged 50, engineer and senior economist. He holds a bachelor degree in chemical engineering and a master degree in business administration. Mr. Chen was appointed an Executive Director of the Company in January 2004 and is currently the Managing Director of Operations of the Company and a member of the Executive Committee of the Company. He was also appointed an executive director of GDC, a subsidiary of the Company, in February 2005 and is currently the managing director of GDC. Save as disclosed above, Mr. Chen does not hold any directorships in other Hong Kong or overseas 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 subsidiaries. He has extensive experience in investing business and corporate management.

Service contracts have been entered into between Mr. Chen and each of two subsidiaries of the Company both for a term of three years commencing on 1 January 2008 for his services to the Company and GDC respectively. Under the service contracts, Mr. Chen is entitled to monthly salaries of HK$250,000 in aggregate and discretionary bonus as may be determined by the board of each of the Company and GDC from time to time. For the financial year ended 31 December 2009, the discretionary bonuses for Mr. Chen are HK$1,540,000 in aggregate. Such salaries and bonuses were determined with reference to the then prevailing market conditions, the performance of each of the Company and GDC as well as Mr. Chen’s individual performance. As at the Latest Practicable Date and within the meaning of Part XV of the SFO, Mr. Chen had a beneficial interest of 18,368,000 underlying Shares attached to the share options granted by the Company.

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. Wang Tian , aged 54, senior economist. He holds a PhD degree in economics. Mr. Wang was appointed an Executive Director of the Company in March 2004 and is currently the Deputy Managing Director of the Company and a member of the Executive Committee of the Company. Save as disclosed above, Mr. Wang does not hold any directorships in other Hong Kong or overseas 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 subsidiaries. He has extensive experience in the field of financial management. Mr. Wang had been awarded certificate and special allowance from the Government of the PRC as a commendation for his outstanding contribution in developing the financial business in Mainland China.

LETTER FROM THE BOARD

A service contract has been entered into between Mr. Wang and a wholly-owned subsidiary of the Company for a term of three years commencing on 1 January 2008. Under the service contract, Mr. Wang is entitled to a monthly salary of HK$120,000 and discretionary bonus as may be determined by the Board from time to time. For the financial year ended 31 December 2009, the discretionary bonus for Mr. Wang is HK$240,000. Such salary and bonus were determined with reference to the then prevailing market conditions, the performance of the Company as well as Mr. Wang’s individual performance. As at the Latest Practicable Date and within the meaning of Part XV of the SFO, Mr. Wang had beneficial interests of 4,000,000 Shares and 11,094,000 underlying Shares attached to the share options granted by the Company.

In relation to the proposed re-election of Mr. Wang 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.

Ms. Zhou Jianhong , aged 44. Ms. Zhou was appointed an Independent Non-executive Director of the Company in September 2004 and is a member of each of the Audit Committee, the Nomination Committee and the Remuneration Committee of the Company. Save as disclosed above, Ms. Zhou does not hold any directorships in other Hong Kong or overseas 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 subsidiaries. She is a practising solicitor in Hong Kong. Ms. Zhou graduated from Peking University with a master degree in economic law.

An engagement letter has been entered into with Ms. Zhou for a term of three years commencing on 1 January 2008. Under the engagement letter, Ms. Zhou is entitled to a director’s fee as may be determined by the Board from time to time pursuant to the authority given by the Shareholders. For the financial year ended 31 December 2009, the director’s fee of Ms. Zhou is HK$240,000. For the financial year ending 31 December 2010, the director’s fee of Ms. Zhou will be HK$240,000 for a full year which will be paid in proportion to the actual length of services provided by Ms. Zhou. Such director’s fees were determined with reference to Ms. Zhou’s experience and duties as well as the then prevailing market conditions. As at the Latest Practicable Date and within the meaning of Part XV of the SFO, Ms. Zhou had a beneficial interest of 2,286,000 underlying Shares attached to the share options granted by the Company.

In relation to the proposed re-election of Ms. Zhou as a Director, there is no information which is discloseable nor is/was she 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.

Ms. Zhou, being an Independent Non-executive Director of the Company, has provided an annual confirmation of her independence pursuant to Rule 3.13 of the Listing Rules. The Nomination Committee of the Company, therefore, considers Ms. Zhou to be independent and believes that she should be reelected.

LETTER FROM THE BOARD

Mr. Yip Kin Man, Raymond , aged 63. Mr. Yip was appointed an Independent Non-executive Director of the Company in January 2007 and is a member of each of the Audit Committee, the Nomination Committee and the Remuneration Committee of the Company. He is also an independent non-executive director of Shougang Concord Century Holdings Limited. Save as disclosed above, Mr. Yip does not hold any directorships in other Hong Kong or overseas 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 subsidiaries. He is a practising solicitor, notary public and Attesting Officer appointed by the Ministry of Justice of the PRC.

An engagement letter has been entered into with Mr. Yip for a term of three years commencing on 1 January 2008. Under the engagement letter, Mr. Yip is entitled to a director’s fee as may be determined by the Board from time to time pursuant to the authority given by the Shareholders. For the financial year ended 31 December 2009, the director’s fee of Mr. Yip is HK$240,000. For the financial year ending 31 December 2010, the director’s fee of Mr. Yip will be HK$240,000 for a full year which will be paid in proportion to the actual length of services provided by Mr. Yip. Such director’s fees were determined with reference to Mr. Yip’s experience and duties as well as the then prevailing market conditions. As at the Latest Practicable Date and within the meaning of Part XV of the SFO, Mr. Yip had a beneficial interest of 2,286,000 underlying Shares attached to the share options granted by the Company.

In relation to the proposed re-election of Mr. Yip 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. Yip, being an Independent Non-executive Director of the Company, has provided an annual confirmation of his independence pursuant to Rule 3.13 of the Listing Rules. The Nomination Committee of the Company, therefore, considers Mr. Yip to be independent and believes that he should be re-elected.

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 Hong Kong branch share registrars and transfer office of the Company, Tricor 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.

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.

LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider that the proposals for (i) granting of general mandates to the Directors to issue and repurchase Shares; (ii) refreshment of 10% general limit on grant of options under the GDC Share Option Scheme; (iii) refreshment of 10% general limit on grant of options under the GDC Tech Share Option Scheme; (iv) re-election of retiring Directors; and (v) adoption of new Bye-laws 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 resolutions to be proposed at the Annual General Meeting in respect thereof.

Yours faithfully, For and on behalf of Shougang Concord Grand (Group) Limited Cao Zhong

Vice Chairman and Managing Director

EXPLANATORY STATEMENT

APPENDIX I

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. SHAREHOLDERS’ 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 Bye-laws and the applicable laws of Bermuda. 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 1,151,892,469 Shares in issue as at the Latest Practicable Date and assuming no Shares are issued and repurchased by the Company prior to the Annual General Meeting, could result in up to 115,189,246 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 applicable laws of Bermuda 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.

EXPLANATORY STATEMENT

APPENDIX I

5. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the Bye-laws and the applicable laws of Bermuda.

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 2009. 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 the Shareholders to sell the 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 Bermuda.
(c) If on exercise of the power to repurchase Shares pursuant to the Repurchase Mandate, a shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition 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”) and its associates were interested in approximately 38% 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 interest held by Shougang Holding and its associates in the issued share capital of the Company will increase to approximately 42%. Such increase in the interest held by Shougang Holding and its associates 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%.

EXPLANATORY STATEMENT

APPENDIX I

(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 or 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$
2009
April	0.280	0.222
May	0.415	0.250
June	0.590	0.370
July	0.520	0.405
August	0.520	0.435
September	0.500	0.405
October	0.450	0.405
November	0.520	0.400
December	0.520	0.405
2010
January	0.560	0.445
February	0.740	0.425
March	0.720	0.560
April (up to the Latest Practicable Date)	0.910	0.600

APPENDIX II SUMMARY OF PRINCIPAL PROVISIONS OF NEW BYE-LAWS

A summary of the principal provisions of the new Bye-laws is set out as follows:

a. Shares

(i) Classes of shares

The share capital of the Company consists of ordinary shares.

(ii) Share certificates

Every certificate for shares, warrants or debentures or representing any other form of securities of the Company shall be issued under the seal of the Company, which for this purpose may be a securities seal. In relation to the use of the securities seal for sealing certificates for shares or other securities of the Company, no signature of any Director, officer or other person and no mechanical reproduction thereof shall be required on any such certificates or other document and any such certificates or other document to which such securities seal is affixed shall be valid and deemed to have been sealed and executed with the authority of the Board notwithstanding the absence of any such signature or mechanical reproduction as aforesaid.

The Company shall not be bound to register more than four persons as joint holders of any share.

b. Directors

(i) Power to allot and issue shares

Without prejudice to any special rights or restrictions for the time being attaching to any shares or any class of shares, any share may be issued upon such terms and conditions and with such preferred, deferred or other special rights, or such restrictions, whether as regards dividend, voting, return of capital or otherwise, as the Company may from time to time by ordinary resolution determine (or, in the absence of any such determination or so far as the same may not make specific provision, as the Board may determine) and any preference share may, subject to the Companies Act and with the sanction of a special resolution, be issued on terms that it is liable to be redeemed upon the happening of a specified event or upon a given date and either at the option of the Company or, if so authorised by the Memorandum of Association of the Company, at the option of the holder.

The Board may, subject to the approval by the shareholders in general meeting, issue warrants to subscribe for any class of shares or securities of the Company on such terms as the Board may from time to time determine. Where warrants are issued to bearer, no certificate thereof shall be issued to replace one that has been lost unless the Board is satisfied beyond reasonable doubt that the original certificate thereof has been destroyed and the Company has received an indemnity in such form as the Board shall think fit with regard to the issue of any such replacement certificate.

SUMMARY OF PRINCIPAL PROVISIONS OF NEW BYE-LAWS

APPENDIX II

All unissued shares in the Company shall be at the disposal of the Board, which may offer, allot, grant options over or otherwise dispose of them to such persons, at such times, for such consideration and generally on such terms as it shall in its absolute discretion think fit, but so that no shares shall be issued at a discount.

(ii) Compensation or payments for loss of office

Payments to any Director or past Director of the Company of any sum by way of compensation for loss of office or as consideration for or in connection with his retirement from office (not being a payment to which the Director is contractually entitled) must be approved by the Company in general meeting.

(iii) Financial assistance to acquire shares of the Company
(aa) Subject, where applicable, to the rules of any relevant stock exchange of the relevant territory, the Company may in accordance with an employees’ share scheme approved by the shareholders in general meeting provide money on such terms as the Board thinks fit for the acquisition of fully or partly paid shares in the Company or its holding company;
(bb) Subject, where applicable, to the rules of any relevant stock exchange of the relevant territory, the Company, the Company’s subsidiary or holding company or a subsidiary of the Company’s holding company may make loans to persons (including, notwithstanding section 96 of the Companies Act, any such bona fide employee or former employee who is or was also a director) employed in good faith by the Company with a view to enabling those persons to acquire fully or partly paid shares in the Company or its holding company to be held by them by way of beneficial ownership; and
(cc) The conditions subject to which money and loans are provided may include a provision to the effect that when an employee ceases to be employed by the Company, the shares acquired with such financial assistance shall or may be sold to the Company on such terms as the Board thinks fit.
(iv) Disclosure of interests in contracts with the Company or any of its subsidiaries

Subject to the Companies Act, a Director may hold any other office or place of profit with the Company (except that of Auditors) in conjunction with his office of Director for such period and upon such terms as the Board may determine, and may be paid such extra remuneration therefor (whether by way of salary, commission, participation in profits or otherwise) as the Board may determine. A Director may be or become a director or other officer of, or be otherwise interested in, any company promoted by the Company or any other company in which the Company may be interested, and shall not be liable to account to the Company or the shareholders for any remuneration, profit or other benefit received by him as a director or officer of or from his interest in such other company. The Board may also cause the voting

SUMMARY OF PRINCIPAL PROVISIONS OF NEW BYE-LAWS

APPENDIX II

power conferred by the shares in any other company held or owned by the Company to be exercised in such manner in all respects as it thinks fit, including the exercise thereof in favour of any resolution appointing the Directors or any of them to be directors or officers of such other company, or voting or providing for the payment of remuneration to the directors or officers of such other company. A Director shall not vote or be counted in the quorum on any resolution of the Board concerning his own appointment as the holder of any office or place of profit with the Company or any other company in which the Company is interested (including the arrangement or variation of the terms thereof, or the termination thereof).

Subject to the provisions of the Companies Act and the Bye-laws, no Director or proposed or intended Director shall be disqualified by his office from contracting with the Company, either with regard to his tenure of any office or place of profit or as vendor, purchaser or in any other manner whatsoever, nor will any such contract or any other contract or arrangement in which any Director is in any way interested be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company or the shareholders for any remuneration, profit or other benefits realised by any such contract or arrangement by reason only of such Director holding that office or the fiduciary relationship thereby established. A Director who to his knowledge is in any way, whether directly or indirectly, interested in a contract or arrangement or proposed contract or arrangement with the Company shall declare the nature of his interest at the meeting of the Board at which the question of entering into the contract or arrangement is first taken into consideration, if he knows his interest then exists, or in any other case at the first meeting of the Board after he knows that he is or has become so interested.

Save as otherwise provided by the Bye-laws, a Director shall not vote (nor shall he be counted in the quorum) on any resolution of the Board in respect of any contract or arrangement or proposal in which he or any of his associate(s) has a material interest, and if he does so his vote shall not be counted, but this prohibition will not apply to any of the following matters namely:

(aa) any contract or arrangement for the giving by the Company of any security or indemnity to the Director or his associate(s) in respect of money lent or obligations incurred or undertaken by him or any of them at the request of or for the benefit of the Company or any of its subsidiaries;
(bb) any contract or arrangement for the giving by the Company of any security to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which the Director or his associate(s) has himself/themselves assumed responsibility or guaranteed or secured in whole or in part whether solely or jointly;

SUMMARY OF PRINCIPAL PROVISIONS OF NEW BYE-LAWS

APPENDIX II

(cc) any proposal concerning an offer of the shares, debentures or other securities of or by the Company or any other company which the Company may promote or be interested in for subscription or purchase where the Director or his associate(s) is/are or is/are to be interested as a participant in the underwriting or sub-underwriting of the offer;
(dd) any contract or arrangement in which the Director or his associate(s) is/are interested in the same manner as other holders of shares or debentures or other securities of the Company by virtue only of his/their interest in shares or debentures or other securities of the Company;
(ee) any proposal concerning any other company in which the Director or his associate(s) is/are interested only, whether directly or indirectly, as an officer or executive or shareholder or in which the Director or his associate(s) is/are beneficially interested in shares of that company, provided that the Director and any of his associates are not in aggregate beneficially interested in five (5) per cent or more of the issued shares of any class of shares of such company (or of any third company through which his interest or that of his associate(s) is derived) or of the voting rights;
(ff) any proposal or arrangement for the benefit of employees of the Company or its subsidiaries including the adoption, modification or operation of a pension fund or retirement, death or disability benefit scheme which relates both to Directors, his associate(s) and employees of the Company or any of its subsidiaries and does not give the Director or his associate(s), as such any privilege not generally accorded to the class of persons to whom such scheme or fund relates; and
(gg) any proposal or arrangement concerning the adoption, modification or operation of any employees’ share scheme or any share incentive or share option scheme for the benefit of the employees of the Company or its subsidiaries under which the Director or his associate(s) may benefit.
(v) Remuneration

The Directors shall be entitled to receive by way of remuneration for their services such sum as is from time to time determined by the Company in general meeting, such sum (unless otherwise directed by the resolution by which it is voted) to be divided amongst the Directors in such proportions and in such manner as the Board may agree, or failing agreement, equally, except that in such event any Director holding office for less than the whole of the relevant period in respect of which the remuneration is paid shall only rank in such division in proportion to the time during such period for which he has held office. The foregoing provisions shall not apply to a Director who holds any salaried employment or office in the Company except in the case of sums paid in respect of Directors’ fees. The Directors shall also be entitled to be repaid all travelling, hotel and other expenses reasonably incurred by them respectively in

SUMMARY OF PRINCIPAL PROVISIONS OF NEW BYE-LAWS

APPENDIX II

or about the performance of their duties as Directors, including their expenses of travelling to and from board meetings, committee meetings or general meetings, or otherwise incurred whilst engaged in the business of the Company or in the discharge of their duties as Directors. The Board may grant special remuneration to any Director, who being called upon, performs any special or extra services to or at the request of the Company. Such special remuneration may be made payable to such Director in addition to or in substitution for his ordinary remuneration as a Director, and may be made payable by way of salary, commission or participation in profits or otherwise as the Board may determine. Notwithstanding the foregoing the remuneration of a managing director, joint managing director, deputy managing director or an executive director or a Director appointed to any other office in the management of the Company may be fixed from time to time by the Board and may be by way of salary, commission or participation in profits or otherwise or by all or any of those modes and with such other benefits (including pension and/or gratuity and/or other benefits on retirement) and allowances as the Board may from time to time decide. Such remuneration shall be in addition to his ordinary remuneration as a Director.

The Board also has power to establish and maintain or procure the establishment and maintenance of any contributory or non-contributory pension or superannuation funds for the benefit of, or to give or procure the giving of donations, gratuities, pensions, allowances or emoluments to, any persons who are or were at any time in the employment or service of the Company, or of any company which is a subsidiary of the Company, or is allied or associated with the Company or with any such subsidiary company, or who are or were at any time directors or officers of the Company or of any such other company as aforesaid and the spouses, widows, widowers, families and dependents of any such persons and may make payments for or towards the insurance of any such persons. Any Director holding any such employment or office is entitled to participate in and retain for his own benefit any such donation, gratuity, pension, allowance or emolument.

(vi) Retirement, appointment and removal

At each annual general meeting one-third of the Directors for the time being (except for the Chairman and managing director), or if their number is not three or a multiple of three, then the number nearest one-third, shall retire from office by rotation. The Directors to retire in every year shall be those who have been longest in office since their last election but as between persons who became Directors on the same day shall (unless they otherwise agree between themselves) be determined by lot.

No person, other than a retiring Director, shall, unless recommended by the Board for election, be eligible for election to the office of Director at any general meeting, unless notice in writing of the intention to propose that person for election as a Director and notice in writing by that person of his willingness to be elected shall have been lodged at the head office or at the registration office at least seven days before the date of the general meeting.

SUMMARY OF PRINCIPAL PROVISIONS OF NEW BYE-LAWS

APPENDIX II

Directors are entitled to attend and speak at all general meetings of the Company.

The number of Directors shall not be less than two. A Director may be removed by an ordinary resolution of the Company before the expiration of his period of office (but without prejudice to any claim which such Director may have for damages for breach of any contract between him and the Company). The Company may from time to time in general meeting by ordinary resolution elect any person to be a Director either to fill a casual vacancy or as an addition to the Board.

There is no shareholding qualification for Directors nor is there any specified age limit for Directors.

The Board may from time to time entrust to and confer upon a managing director, joint managing director, deputy managing director or executive director all or any of the powers of the Board that it may think fit provided that the exercise of all powers by such Director shall be subject to such regulations and restrictions as the Board may from time to time make and impose. The Board may delegate any of its powers to committees consisting of such member or members of its body and such other persons as the Board thinks fit, and it may from time to time revoke such delegation or revoke the appointment of and discharge any such committees either wholly or in part, and either as to persons or purposes, but every committee so formed shall in the exercise of the powers so delegated conform to any regulations that may from time to time be imposed upon it by the Board.

(vii) Borrowing powers

The Board may from time to time at its discretion exercise all the powers of the Company to raise or borrow or to secure the payment of any sum or sums of money for the purposes of the Company and to mortgage or charge its undertaking, property and uncalled capital or any part thereof. The Board may raise or secure the payment or repayment of such sum or sums in such manner and upon such terms and conditions in all respects as it thinks fit and in particular by the issue of debentures, debenture stock, bonds or other securities of the Company, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.

c.

Alterations

The Bye-laws may be amended by the Directors subject to the approval of the Company in general meeting. The Bye-laws state that a special resolution is required to alter the Memorandum of Association, to approve any amendment of the Bye-laws or to change the name of the Company.

APPENDIX II SUMMARY OF PRINCIPAL PROVISIONS OF NEW BYE-LAWS

d. Alterations of capital

The Company may from time to time by ordinary resolution:

(i) increase its share capital by the creation of new shares;
(ii) consolidate or divide all or any of its share capital into shares of larger amount than its existing shares; and on any consolidation of fully paid shares into shares of larger amount, the Board may settle any difficulty which may arise as it thinks expedient and in particular (but without prejudice to the generality of the foregoing) may, as between the holders of the shares to be consolidated, determine which particular shares are to be consolidated into a consolidated share, and if it shall happen that any person shall become entitled to fractions of a consolidated share or shares, such fractions may be sold by some person appointed by the Board for that purpose and the person so appointed may transfer the shares so sold to the purchaser thereof and the validity of such transfer shall not be questioned, and so that the net proceeds of such sale (after deduction of the expenses of such sale) may either be distributed among the persons who would otherwise be entitled to a fraction or fractions of a consolidated share or shares ratably in accordance with their rights and interests or may be paid to the Company for the Company’s benefit;
(iii) divide its shares into several classes and attach thereto respectively any preferential, deferred, qualified or special rights, privileges or conditions; provided always that where the Company issues shares which do not carry voting rights, the words “nonvoting” shall appear in the designation of such shares and where the equity capital includes shares with different voting rights, the designation of each class of shares, other than those with the most favourable voting rights, must include the words “restricted voting” or “limited voting”;
(iv) sub-divide its shares or any of them into shares of smaller amount than is fixed by the Memorandum of Association, subject nevertheless to the provisions of the Companies Act, and so that the resolution whereby any share is sub-divided may determine that, as between the holders of the shares resulting from such sub-division, one or more of the shares may have any such preferred or other special rights over, or may have such deferred rights or be subject to any such restrictions as compared with the others as the Company has power to attach to unissued or new shares;
(v) cancel any shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the shares so cancelled;
(vi) make provision for the issue and allotment of shares which do not carry any voting rights; and

SUMMARY OF PRINCIPAL PROVISIONS OF NEW BYE-LAWS

APPENDIX II

(vii) change the currency denomination of its share capital.

The Company may by special resolution reduce its share capital, any capital redemption reserve fund or any share premium account or other undistributable reserve in any manner authorised and subject to any conditions prescribed by law.

e. Variation of rights of existing shares or classes of shares

If at any time the capital is divided into different classes of shares, all or any of the special rights attached to any class (unless otherwise provided for by the terms of issue of the shares of that class) may, subject to the provisions of the Companies Act, be varied or abrogated either with the consent in writing of the holders of not less than three-fourths in nominal value of the issued shares of that class or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class. To every such separate general meeting the provisions of the Bye-laws relating to general meetings will mutatis mutandis apply, but so that the necessary quorum is not less than two persons holding or representing by proxy one-third in nominal value of the issued shares of the class, and that any holder of shares of the class present in person or by proxy or by a duly authorised corporate representative may demand a poll.

f. Special resolutions – majority required

A special resolution of the Company must be passed by a majority of not less than threefourths of the votes cast of such shareholders as, being entitled so to do, vote in person or, by duly authorised corporate representative or, where proxies are allowed, by proxy at a general meeting of which notice of not less than 21 days or such longer period of notice as specified by the stock exchange of the relevant territory from time to time, specifying the intention to propose the resolution as a special resolution, has been duly given. However, if permitted by the stock exchange of the relevant territory, except in the case of an annual general meeting, if it is so agreed by a majority in number of the shareholders having a right to attend and vote at such meeting, being a majority together holding not less than 95 per cent in nominal value of the shares giving that right and in the case of an annual general meeting, if it is so agreed by all the shareholders having a right to attend and vote thereat, a resolution may be proposed and passed as a special resolution at a meeting of which notice of less than 21 days or such longer period as specified by the stock exchange of the relevant territory from time to time has been given.

g. Voting rights and right to demand a poll

Subject to any special rights, privileges or restrictions as to voting for the time being attached to any class or classes of shares, at any general meeting on a show of hands every shareholder who is present in person or by a duly authorised corporate representative or by proxy shall have one vote and on a poll, every shareholder present in person or by a duly authorised corporate representative or by proxy shall have one vote for every share of which he is the holder which is fully paid up or credited as fully paid up (but so that no amount paid up or credited as paid up on a share in advance of calls or instalments is treated for the foregoing purposes as paid up on the share). On a poll, a shareholder entitled to more than one vote need not use all his votes or cast his votes in the same way.

SUMMARY OF PRINCIPAL PROVISIONS OF NEW BYE-LAWS

APPENDIX II

At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is required by the Listing Rules or a poll is (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) demanded by: (i) the Chairman of the meeting; or (ii) by at least three shareholders present in person or by proxy or by a duly authorised corporate representative for the time being entitled to vote at the meeting; or (iii) by any shareholder or shareholders present in person or by proxy or by a duly authorised corporate representative 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 (iv) by a shareholder or shareholders present in person or by proxy or by a duly authorised corporate representative and holding shares in the Company 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 the shares conferring that right.

h. Requirements for annual general meetings

An annual general meeting must be held once in every year and within not more than fifteen months after the last preceding annual general meeting.

i. Accounts and audit

The Board shall cause true accounts to be kept of the sums of money received and expended by the Company, and the matters in respect of which such receipts and expenditure take place, and of the property, assets, credits and liabilities of the Company and of all other matters required by the Companies Act affecting the Company or necessary to give a true and fair view of the state of the Company’s affairs and to show and explain its transactions.

The books of account are to be kept at the head office or at such other place as the Board thinks fit and shall always be open to the inspection of the Directors provided that such records as are required by the Companies Act shall also be kept at the registered office. No shareholder (not being a Director) or other person has any right to inspect any account or book or document of the Company except as conferred by the Companies Act or ordered by a court of competent jurisdiction or authorised by the Board or by the Company in general meeting.

The Board shall from time to time cause to be prepared and laid before the Company at its annual general meeting such profit and loss accounts, balance sheets, group accounts (if any) and reports as are required by the Companies Act. Every balance sheet of the Company shall be signed on behalf of the Board by two Directors and a copy of every balance sheet (including every document required by law to be comprised therein or annexed thereto) and profit and loss account which is to be laid before the Company at its annual general meeting, together with a copy of the Directors’ report and a copy of the auditors’ report, shall not less than 21 days before the date of the meeting, be sent to every shareholder of, and every holder of debentures of, the Company and every other person entitled to receive notices of general meetings of the Company under the provisions of the Companies Act or of the Bye-laws. If all or any of the shares or debentures of the Company are for the time being (with the consent of the Company) listed or dealt in on any stock exchange, there shall be forwarded to the appropriate officer of such stock exchange such number of copies of such documents as may for the time being be required under its regulations or practice.

APPENDIX II SUMMARY OF PRINCIPAL PROVISIONS OF NEW BYE-LAWS

Auditors shall be appointed and their duties regulated in accordance with the provisions of the Companies Act. Subject as otherwise provided by such provisions, the remuneration of the auditors shall be fixed by or on the authority of the Company at each annual general meeting, but in respect of any particular year, the Company in general meeting may delegate the fixing of such remuneration to the Board.

j. Notices of meetings and business to be conducted thereat

An annual general meeting shall be called by notice of not less than 21 days or such longer period of notice as specified by the stock exchange of the relevant territory from time to time, and a meeting of the Company other than an annual general meeting at which for the passing of a special resolution shall be called by notice of not less than 21 days or such longer period as specified by the stock exchange of the relevant territory from time to time. A meeting of the Company other than an annual general meeting shall be called by notice of not less than 14 days or such longer period of notice as specified by the stock exchange of the relevant territory from time to time. The notice shall be exclusive of the day on which the notice is served or deemed to be served and of the day for which it is given. The notice shall specify the place, the day and the hour of meeting and, in the case of special business, the general nature of that business.

Any notice or document to be given to or by any person pursuant to these Bye-laws may be served on or delivered to any shareholder of the Company either personally or by sending it through the post in a prepaid envelope or wrapper addressed to such shareholder at his registered address as appearing in the register or by leaving it at that address addressed to the shareholder or by any other means authorised in writing by the shareholder concerned or (other than share certificates) by publishing it by way of advertisement in at least one English language newspaper and one Chinese language newspaper circulating generally in the relevant territory. In case of joint holders of a share, all notices shall be given to that one of the joint holders whose name stands first in the register and notice so given shall be sufficient notice to all the joint holders. Without limiting the generality of the foregoing but subject to the applicable laws of Bermuda and any rules prescribed by the stock exchange of the relevant territory from time to time, a notice or document may be served or delivered by the Company to any shareholder by electronic means to such address as may from time to time be authorised by the shareholder concerned or by publishing it on a website and notifying the shareholder concerned that it has been so published.

k. Transfer of shares

All transfers of shares must be effected by transfer in writing in the usual or common form or in any other form acceptable to the Board and may be under hand or by means of mechanically imprinted signatures or such other manner as the Board may from time to time approve. An instrument of transfer must be executed by or on behalf of the transferor and by or on behalf of the transferee and the transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the register of members in respect thereof.

The Board may, in its absolute discretion, at any time and from time to time transfer any share upon the principal register to any branch register or any share on any branch register to the principal register or any other branch register.

SUMMARY OF PRINCIPAL PROVISIONS OF NEW BYE-LAWS

APPENDIX II

Unless the Board otherwise agrees, no shares on the principal register shall be transferred to any branch register nor shall shares on any branch register be transferred to the principal register or any other register. All transfers and other documents of title must be lodged for registration and registered, in the case of shares on a branch register, at the relevant registration office and, in the case of shares on the principal register, at the transfer office in Bermuda.

The Board may in its absolute discretion and without assigning any reason therefore, refuse to register any transfer of any shares (not being fully paid up shares) to a person of whom it does not approve and it may refuse to register the transfer of any shares (not being fully paid up shares) on which the Company has a lien. The Board may also refuse to register a transfer of shares (whether fully paid or not) in favour of more than four persons jointly. If the Board refuses to register a transfer, it will within two months after the date on which the transfer was lodged with the Company send to the transferor and transferee notice of the refusal.

The Board may decline to recognise any instrument of transfer unless a fee of such sum as the applicable stock exchange in the relevant territory may determine to be payable or such sum as the Board may from time to time determine is paid to the Company in respect thereof has been paid, the shares are free of any lien in favour of the Company, the instrument of transfer is properly stamped, is in respect of only one class of share and is lodged at the relevant registration or transfer office accompanied by the relevant share certificate(s) and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer (and if the instrument of transfer is executed by some other person on his behalf, the authority of that person so to do). Where applicable, the permission of the Bermuda Monetary Authority with respect thereto shall be obtained.

The registration of transfers may be suspended and the register may be closed at such times and for such periods as the Board may from time to time determine and either generally or in respect of any class of shares. The register of members shall not be closed for more than thirty days in any year.

Fully paid shares shall be free from any restriction with respect to the right of the holder thereof to transfer such shares (except when permitted by the stock exchange of the relevant territory) and shall also be free from all liens.

l. Power for the Company to purchase its own shares

The Bye-laws give the Board the power to determine the terms and conditions subject to which this power is to be exercised.

APPENDIX II SUMMARY OF PRINCIPAL PROVISIONS OF NEW BYE-LAWS

m. Dividends and other methods of distribution

The Company in general meeting may declare dividends in any currency but no dividends shall exceed the amount recommended by the Board.

Unless and to the extent that the rights attached to any shares or the terms of issue thereof otherwise provide, all dividends shall be apportioned and paid pro rata according to the amounts paid or credited as paid up on the shares during any portion or portions of the period in respect of which the dividend is paid. No amount paid upon a share in advance of calls shall for this purpose be treated as paid up on the shares. The Board may retain any dividends or other moneys payable on or in respect of a share upon which the Company has a lien, and may apply the same in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists. The Board may deduct from any dividend or bonus payable to any shareholder all sums of money (if any) presently payable by him to the Company on account of calls, instalments or otherwise.

Whenever the Board or the Company in general meeting has resolved that a dividend be paid or declared on the share capital of the Company, the Board may further resolve either (a) that such dividend be satisfied wholly or in part in the form of an allotment of shares credited as fully paid up, provided that the shareholders entitled thereto will be entitled to elect to receive such dividend (or part thereof) in cash in lieu of such allotment, or (b) that the shareholders entitled to such dividend will be entitled to elect to receive an allotment of shares credited as fully paid up in lieu of the whole or such part of the dividend as the Board may think fit. The Company may also upon the recommendation of the Board by a special resolution resolve in respect of any one particular dividend of the Company that it may be satisfied wholly in the form of an allotment of shares credited as fully paid up without offering any right to shareholders to elect to receive such dividend in cash in lieu of such allotment.

Whenever the Board or the Company in general meeting has resolved that a dividend be paid or declared, the Board may further resolve that such dividend be satisfied wholly or in part by the distribution of specific assets of any kind.

The Board may, if it thinks fit, receive from any shareholder willing to advance the same, and either in money or money’s worth, all or any part of the money uncalled and unpaid or instalments payable upon any shares held by him, and in respect of all or any of the moneys so advanced the Company may pay interest at such rate (if any) as the Board may decide but a payment in advance of a call shall not entitle the shareholder to receive any dividend or to exercise any other rights or privileges as a shareholder in respect of the share or the due portion of the shares upon which payment has been advanced by such shareholder before it is called up.

All dividends or bonuses unclaimed for one year after having been declared may be invested or otherwise made use of by the Board for the benefit of the Company until claimed and the Company shall not be constituted a trustee in respect thereof. All dividends or bonuses unclaimed for six years after having been declared may be forfeited by the Board and shall revert to the Company.

APPENDIX II SUMMARY OF PRINCIPAL PROVISIONS OF NEW BYE-LAWS

The Company may exercise the power to cease sending cheques for dividend entitlements or dividend warrants by post if such cheques or warrants have been left uncashed on 2 consecutive occasions or after the first occasion on which such a cheque or warrant is returned undelivered.

n. Proxies

Any shareholder of the Company entitled to attend and vote at a meeting of the Company or a meeting of the holders of any class of shares in the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. Votes, whether on a show of hands or on a poll may be given either personally or by a duly authorised corporate representative or by proxy. A shareholder holding two or more shares may appoint more than one proxy to attend on the same occasion. A proxy need not be a shareholder of the Company.

The instrument appointing a proxy, shall be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.

The instrument appointing a proxy to vote at a general meeting shall: (i) be deemed to confer authority upon the proxy to demand or join in demanding a poll and to vote on any resolution (or amendment thereto) put to the meeting for which it is given as the proxy thinks fit. Provided that any form issued to a shareholder for use by him for appointing a proxy to attend and vote at a special general meeting or at an annual general meeting at which any business is to be transacted shall be such as to enable the shareholder, according to his intentions, to instruct the proxy to vote in favour of or against (or, in default of instructions, to exercise his discretion in respect of) each resolution dealing with any such business; and (ii) unless the contrary is stated therein, be valid as well for any adjournment of the meeting as for the meeting to which it relates.

Where that shareholder is a recognised clearing house within the meaning of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), it may appoint such person or persons as it thinks fit to act as its proxy or proxies or as its corporate representative or representatives, to the extent permitted by the Companies Act, at any shareholders’ general meeting or any meeting of any class of shareholders provided that if more than one proxy or corporate representative is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy or corporate representative is to be appointed. The person so appointed will be entitled to exercise the same powers on behalf of the clearing house (or its nominee) which he represents as that clearing house (or its nominee) could exercise as if it were an individual shareholder of the Company including the right to vote individually on a show of hands. The number of persons a clearing house (or its nominee) may appoint to act as its corporate representative or representatives shall not exceed the number of shares held by the clearing house (or its nominee), being shares in respect of which there is an entitlement to attend and vote at the relevant meeting.

In addition, a proxy or proxies representing either an individual shareholder or a shareholder which is a corporation, shall be entitled to exercise the same powers on behalf of the shareholder which he or they represent as such shareholder could exercise, including the right to vote individually on a show of hands.

SUMMARY OF PRINCIPAL PROVISIONS OF NEW BYE-LAWS

APPENDIX II

o. Calls on shares and forfeiture of shares

The Board may from time to time make such calls as it may think fit upon the shareholders in respect of any moneys unpaid on the shares held by them respectively (whether on account of the nominal value of the shares or by way of premium) and not by the conditions of issue or allotment thereof made payable at fixed times. A call may be made payable either in one sum or by instalments. If the sum payable in respect of any call or instalment is not paid on or before the day appointed for payment thereof, the person or persons from whom the sum is due shall pay interest on the same at such rate as the Board shall fix from the day appointed for the payment thereof to the time of actual payment, but the Board may waive payment of such interest wholly or in part. The Board may, if it thinks fit, receive from any shareholder willing to advance the same, either in money or money’s worth, all or any part of the money uncalled and unpaid or instalments payable upon any shares held by him, and upon all or any of the moneys so advanced the Company may pay interest at such rate (if any) as the Board may decide.

If a shareholder fails to pay any call or instalment of a call on the day appointed for payment thereof, the Board may, at any time thereafter during such time as any part of the call or instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued and which may still accrue up to the date of actual payment. The notice will name a further day (not earlier than the expiration of 14 days from the date of the notice) on or before which the payment required by the notice is to be made, and it will also name the place where payment is to be made, such place being either the registered office of the Company, or some other place at which calls of the Company are usually made payable. The notice shall also state that, in the event of non-payment at or before the time appointed, the shares in respect of which the call was made will be liable to be forfeited.

If the requirements of any such notice are not complied with, any share in respect of which the notice has been given may at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the Board to that effect. Such forfeiture will include all dividends and bonuses declared in respect of the forfeited share and not actually paid before the forfeiture.

A person whose shares have been forfeited shall cease to be a shareholder in respect of the forfeited shares but shall, notwithstanding, remain liable to pay to the Company all moneys which, at the date of forfeiture, were payable by him to the Company in respect of the forfeited shares together with (if the Board shall in its discretion so require) interest thereon from the date of forfeiture until payment at such rate as the Board may prescribe.

p. Quorum for meetings and separate class meetings

For all purposes the quorum for a general meeting shall be two shareholders present in person or by a duly authorised corporate representative or by proxy and entitled to vote. In respect of a separate class meeting convened to sanction the modification of class rights, the necessary quorum shall be not less than two persons holding or representing by proxy or by a duly authorised corporate representative one-third in nominal value of the issued shares of that class.

APPENDIX II SUMMARY OF PRINCIPAL PROVISIONS OF NEW BYE-LAWS

q. Procedures on liquidation

A resolution that the Company be wound up by the court or be wound up voluntarily must be a special resolution.

If the Company shall be wound up, the surplus assets remaining after payment to all creditors are to be divided among the shareholders in proportion to the capital paid up on the shares held by them respectively, and if such surplus assets shall be insufficient to repay the whole of the paid up capital, they are to be distributed so that, as nearly as may be, the losses shall be borne by the shareholders in proportion to the capital paid up on the shares held by them respectively, all subject to the rights of any shares issued on special terms and conditions.

If the Company shall be wound up (whether the liquidation is voluntary or ordered by the court) the liquidator may, with the sanction of a special resolution, divide among the shareholders in specie or kind the whole or any part of the assets of the Company and whether the assets consist of property of one kind or consists of properties of different kinds and the liquidator may, for such purposes, set such value as he deems fair upon any one or more class or classes of property to be divided as aforesaid and may determine how such division shall be carried out as between the shareholders or different classes of shareholders and the shareholders within each class. The liquidator may, with like sanction, vest any part of the assets in trustees upon such trusts for the benefit of shareholders as the liquidator, with the like sanction shall think fit, but so that no shareholder shall be compelled to accept any shares or other assets upon which there is a liability.

r. Stock

The Company may by ordinary resolution convert any fully paid up shares into stock, and may from time to time by like resolution reconvert any stock into fully paid up shares of any denominations. The holders of stock may transfer the same or any part thereof in the same manner, and subject to the same regulations as and subject to which the shares from which the stock arose might prior to conversion have been transferred or as near thereto as circumstances admit, but the Board may from time to time, if it thinks fit, fix the minimum amount of stock transferable and restrict or forbid the transfer of fractions of that minimum, but so that such minimum shall not exceed the nominal amount of the shares from which the stock arose. No warrants to bearer shall be issued in respect of any stock. The holders of stock shall, according to the amount of the stock held by them, have the same rights, privileges and advantages as regards dividends, participation in assets on a winding-up, voting at meetings and other matters, as if they held the shares from which the stock arose, but no such privilege of the Company shall be conferred by an amount of stock which would not, if existing in shares, have conferred such privilege or advantage. All such of the provisions of the Bye-laws as are applicable to paid up shares shall apply to stock, and the words “share” and “ shareholder” therein shall include “stock” and “stockholder”.

APPENDIX II SUMMARY OF PRINCIPAL PROVISIONS OF NEW BYE-LAWS

s. Untraceable shareholders

The Company shall have the power to sell, in such manner as the Board thinks fit, any shares of a shareholder who is untraceable, but no such sale shall be made unless:

(i) all cheques or warrants, being not less than three in total number, for any sum payable in cash to the holder of such shares in respect of them sent during the relevant period in the manner authorised by the Bye-laws of the Company have remained uncashed;
(ii) so far as it is aware at the end of the relevant period, the Company has not at any time during the relevant period received any indication of the existence of the shareholder who is the holder of such shares or of a person entitled to such shares by death, bankruptcy or operation of law;
(iii) the Company has caused an advertisement to be inserted in the newspapers of its intention to sell such shares and a period of three months has elapsed since the date of such advertisement; and
(iv) the Company has notified the relevant stock exchange of the relevant territory of its intention to effect such sale.

t. Other provisions

The Bye-laws provide that, subject to the Companies Act, if any of the rights attached to any warrants issued by the Company shall remain exercisable and the Company does any act which would result in the subscription price under such warrants being reduced below the par value of a share, a subscription right reserve shall be established and applied in paying up the difference between the subscription price and the par value of a share on any exercise of the warrants.

Note: The Companies Act prevents a company from giving financial assistance in the subscription of its shares (subject to certain exceptions). A subscription right reserve may only be created and used for the above purpose if an exception applies.

NOTICE OF ANNUAL GENERAL MEETING

**首長四方（集團）有限公司[*] SHOUGANG CONCORD GRAND (GROUP) LIMITED**

(Incorporated in Bermuda with limited liability)

(Stock Code: 730)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shougang Concord Grand (Group) Limited (the “Company”) will be held at 10:15 a.m. on Tuesday, 8 June 2010 at JW Marriott Ballroom, Level 3, JW Marriott Hotel Hong Kong, Pacific Place, 88 Queensway, Hong Kong for the following purposes:

AS ORDINARY BUSINESS

To receive the report of the directors and the audited financial statements for the year ended 31 December 2009.
To re-elect the retiring directors.
To appoint auditor and to authorise the directors to fix its remuneration.

AS SPECIAL BUSINESS

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

* For identification purpose only

NOTICE OF ANNUAL GENERAL MEETING

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 bye-laws 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.

“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).”

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 and 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;

NOTICE OF ANNUAL GENERAL MEETING

(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.”
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. 5 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. 5 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. 4 as set out in the notice convening this meeting of which this resolution forms part.”

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

“ THAT subject to and conditional upon (a) the Growth Enterprise Market Listing Committee of The Stock Exchange of Hong Kong Limited granting approval for the listing of, and permission to deal in, the shares of HK$0.01 each (“GDC Shares”) in the share capital of Global Digital Creations Holdings Limited (“GDC”) to be issued pursuant to the exercise of options which may be granted under the New GDC Scheme Limit (as defined below); and (b) the approval of the New GDC Scheme Limit (as defined below) by the shareholders of GDC at its annual general meeting, the refreshment of the scheme limit of the GDC’s share option scheme adopted on 18 July 2003, up to 10% of the number of GDC Shares in issue as at the date of passing this resolution (“New GDC Scheme Limit”) be and is hereby approved.”

NOTICE OF ANNUAL GENERAL MEETING

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

“ THAT subject to and conditional upon the approval of the New GDC Tech Scheme Limit (as defined below) by the shareholders of Global Digital Creations Holdings Limited at its annual general meeting, the refreshment of the scheme limit of the share option scheme of GDC Technology Limited (“GDC Tech”) adopted on 19 September 2006, up to 10% of the number of shares of HK$0.10 each in the share capital of GDC Tech in issue as at the date of passing this resolution (“New GDC Tech Scheme Limit”) be and is hereby approved.”

To consider and, if thought fit, pass the following resolution as a special resolution of the Company:

“ THAT the new bye-laws of the Company, a copy of which is tabled at the meeting and marked “A” and initialled by the chairman of the meeting for identification purpose, be hereby adopted as the bye-laws of the Company in substitution for and to exclusion of the existing bye-laws of the Company.”

By Order of the Board Cheng Man Ching Company Secretary

Hong Kong, 29 April 2010

Notes:

(1) With respect to Resolution 2 above, Mr. Wang Tian, Ms. Zhou Jianhong and Mr. Yip Kin Man, Raymond will retire from office at the above meeting pursuant to the bye-laws of the Company and, being eligible, offer themselves for re-election at the above meeting; Mr. Chen Zheng, being the Managing Director of Operations of the Company will retire from office at the above meeting voluntarily and, being eligible, offer himself for re-election at the above meeting.
(2) 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. Only a member of the Company may be appointed to act as a proxy.
(3) 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 or attorney or other person duly authorised.
(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 deposited with the Hong Kong branch share registrars and transfer office of the Company, Tricor 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.

AI assistant

Ulferts International Limited — Proxy Solicitation & Information Statement 2010

50108_rns_2010-04-28_c2a66082-e0e6-46c7-87a0-f39aee571c85.pdf

首長四方（集團）有限公司[*] SHOUGANG CONCORD GRAND (GROUP) LIMITED (Incorporated in Bermuda with limited liability)

PROPOSALS FOR GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

AND

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

RE-ELECTION OF RETIRING DIRECTORS

AND ADOPTION OF NEW BYE-LAWS AND NOTICE OF ANNUAL GENERAL MEETING

DEFINITIONS

DEFINITIONS

DEFINITIONS

LETTER FROM THE BOARD

首長四方（集團）有限公司[*] SHOUGANG CONCORD GRAND (GROUP) LIMITED

PROPOSALS FOR GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND

AND

ADOPTION OF NEW BYE-LAWS AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

LETTER FROM THE BOARD

GENERAL MANDATES

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

LETTER FROM THE BOARD

LETTER FROM THE BOARD

Conditions

Application for listing

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

LETTER FROM THE BOARD

LETTER FROM THE BOARD

Conditions

ADOPTION OF NEW BYE-LAWS

ANNUAL GENERAL MEETING

LETTER FROM THE BOARD

LETTER FROM THE BOARD

LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

LETTER FROM THE BOARD

RECOMMENDATION

1. SHAREHOLDERS’ APPROVAL

2. SOURCE OF FUNDS

3. EXERCISE OF THE REPURCHASE MANDATE

4. REASONS FOR REPURCHASE

5. FUNDING OF REPURCHASES

6. GENERAL

APPENDIX I

a. Shares

(ii) Share certificates

b. Directors

APPENDIX II

APPENDIX II

APPENDIX II

APPENDIX II

(vi) Retirement, appointment and removal

APPENDIX II

(vii) Borrowing powers

c.

Alterations

d. Alterations of capital

e. Variation of rights of existing shares or classes of shares

f. Special resolutions – majority required

g. Voting rights and right to demand a poll

APPENDIX II

h. Requirements for annual general meetings

i. Accounts and audit

j. Notices of meetings and business to be conducted thereat

k. Transfer of shares

APPENDIX II

l. Power for the Company to purchase its own shares

m. Dividends and other methods of distribution

n. Proxies

o. Calls on shares and forfeiture of shares

p. Quorum for meetings and separate class meetings

q. Procedures on liquidation

r. Stock

s. Untraceable shareholders

t. Other provisions

NOTICE OF ANNUAL GENERAL MEETING

首長四方（集團）有限公司[*] SHOUGANG CONCORD GRAND (GROUP) LIMITED

AS ORDINARY BUSINESS

AS SPECIAL BUSINESS

“ THAT :

Ulferts International Limited Proxy Solicitation & Information Statement 2010

**首長四方（集團）有限公司[*] SHOUGANG CONCORD GRAND (GROUP) LIMITED** (Incorporated in Bermuda with limited liability)

**首長四方（集團）有限公司[*] SHOUGANG CONCORD GRAND (GROUP) LIMITED**

**首長四方（集團）有限公司[*] SHOUGANG CONCORD GRAND (GROUP) LIMITED**