Ulferts International Limited — Proxy Solicitation & Information Statement 2011

Jun 16, 2011

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Shougang Concord Grand (Group) Limited, you should at once hand this circular accompanying with the form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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

(Stock Code: 730)

MAJOR TRANSACTION DISPOSAL OF PROPERTY

A letter from the Board is set out on pages 1 to 5 of this circular.

A notice convening the Special General Meeting to be held at 2:30 p.m. on Wednesday, 6 July 2011 at Rooms 1101-4, 11th Floor, Harcourt House, 39 Gloucester Road, Wanchai, Hong Kong is set out on pages 20 to 21 of this circular. Whether or not you are able to attend the Special General Meeting in person, please complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s Hong Kong branch share registrars and transfer office, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as practicable but in any event not less than 48 hours before the time appointed for holding the Special General Meeting or any adjourned meeting thereof (as the case may be). Completion and return of the accompanying form of proxy will not preclude you from attending and voting in person at the Special General Meeting or any adjourned meeting thereof (as the case may be) should you so wish.

17 June 2011

• For identification purpose only

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
APPENDIX I – FINANCIAL INFORMATION OF THE GROUP. . . . . . . . . . . . . . . . . . . .	6
APPENDIX II – VALUATION REPORT OF THE PROPERTY. . . . . . . . . . . . . . . . . . . . .	8
APPENDIX III – GENERAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
NOTICE OF THE SPECIAL GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	20

i

DEFINITIONS

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

“AA Property” AA Property Services Limited “associates” has the same meaning ascribed to it under the Listing Rules “Board” the board of Directors “Company” Shougang Concord Grand (Group) Limited, a company incorporated in Bermuda with limited liability whose securities are listed on the main board of the Stock Exchange “connected person(s)” has the meaning ascribed to it under the Listing Rules “Director(s)” the director(s) of the Company “Disposal” the disposal of the Property by the Vendor to the Purchaser “Further Deposit” a deposit of HK$6,600,000 to be paid by the Purchaser to the Vendor for the purchase of the Property either (i) on or before 15 August 2011, or (ii) within 2 days from the date of notice given to the Purchaser’s solicitors by the Vendor’s solicitors advising the Purchaser’s solicitors that the conditions precedent to the Provisional Agreement has been fulfilled, whichever is the earlier

“Group” the Company and its subsidiaries “HK$” Hong Kong dollar, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China “Initial Deposit” a deposit of HK$6,600,000 paid by the Purchaser to the Vendor upon entering into of the Provisional Agreement for the purchase of the Property “Latest Practicable Date” 13 June 2011, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

ii

DEFINITIONS

“Property”	a property comprises units A and B on all of the 3rd, 6th and 9th
	floors and all the car parking spaces on the 4th floor of Tin Fung
	Industrial Mansion, 63 Wong Chuk Hang Road, Aberdeen, Hong
	Kong
“Provisional Agreement”	the provisional agreement for sale and purchase dated 27 May
	2011 and entered into between the Vendor and the Purchaser in
	relation to the sale and purchase of the Property
“Purchaser”	Power Fancy Limited, a company incorporated in Hong Kong and
	is principally engaged in investment holding, who is the purchaser
	of the Property under the Provisional Agreement
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong)
“Share(s)”	ordinary share(s) of HK$0.01 each in the issued share capital of
	the Company
“Shareholders(s)”	shareholder(s) of the Company
“Special General Meeting”	the special general meeting of the Company to be convened at
	2:30 p.m. on Wednesday, 6 July 2011 at Rooms 1101-4, 11th
	Floor, Harcourt House, 39 Gloucester Road, Wanchai, Hong Kong
	for the purpose of approving the Disposal
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Vendor”	Tin Fung Investment Company, Limited, a company incorporated
	in Hong Kong with limited liability and a subsidiary of the
	Company and is owned as to 100% of its voting rights by the
	Company, who is the vendor of the Property under the Provisional
	Agreement
“%”	per cent.

iii

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: Li Shaofeng (Chairman) Luo Zhenyu (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

17 June 2011

To the Shareholders

Dear Sir or Madam,

MAJOR TRANSACTION DISPOSAL OF PROPERTY

INTRODUCTION

The Board announced on 27 May 2011 (after trading hours) that the Vendor, a subsidiary of the Company, entered into a binding Provisional Agreement with the Purchaser pursuant to which the Vendor has agreed to sell its entire ownership interests in the Property to the Purchaser for a cash consideration of HK$132,000,000.

The Disposal constitutes a major transaction for the Company under the Listing Rules and is subject to the approval by the Shareholders in a general meeting.

The purpose of this circular is to provide you with information in respect of, among other things, the details of the Disposal, and the notice convening the Special General Meeting.

• For identification purpose only

1

LETTER FROM THE BOARD

THE PROVISIONAL AGREEMENT

Date

27 May 2011

Parties

Vendor: Tin Fung Investment Company, Limited, a subsidiary of the Company and is owned as to 100% of its voting rights by the Company.

• Purchaser: Power Fancy Limited, a company incorporated in Hong Kong and is principally engaged in investment holding. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Purchaser and its ultimate beneficial owner(s) are third parties independent of and not connected with the Company and its connected persons.

The Vendor and the Purchaser have not entered into any transactions within the past twelve months that need to be aggregated with the Disposal pursuant to Rule 14.22 of the Listing Rules.

The Disposal

Pursuant to the Provisional Agreement, the Vendor has agreed to sell to the Purchaser the Property. The Property comprises units A and B on all of the 3rd, 6th and 9th floors and all the car parking spaces on the 4th floor of Tin Fung Industrial Mansion, 63 Wong Chuk Hang Road, Aberdeen, Hong Kong. The Property is held by the Group as investment.

Certain portions of the Property are subject to tenancy agreements with an aggregate monthly rental of approximately HK$249,985. The Property will be sold with the existing tenancy agreements. Deposits for rental, management fee and rates with an aggregate amount of HK$436,712 paid by the tenants will be assigned to the Purchaser upon completion of the Disposal.

Consideration and payment terms

The consideration for the Property is HK$132,000,000 in cash, which was agreed between the parties based on arm’s length negotiation after taking into account the prevailing property market in Hong Kong and the market price of the adjacent properties.

The Purchaser has paid to the Vendor the Initial Deposit of HK$6,600,000 upon entering into of the Provisional Agreement and shall pay the Further Deposit of HK$6,600,000 either (i) on or before 15 August 2011, or (ii) within 2 days from the date of notice given to the Purchaser’s solicitors by the Vendor’s solicitors advising the Purchaser’s solicitors that the conditions precedent to the Provisional Agreement has been fulfilled, whichever is the earlier.

The balance of the consideration in the amount of HK$118,800,000 shall be paid by the Purchaser to the Vendor upon completion of the Disposal on or before 1 February 2012.

2

LETTER FROM THE BOARD

Condition

Completion of the Disposal is conditional upon the compliance by the Company of the requirements of the Listing Rules, including obtaining the approval by the Shareholders in respect of the Disposal at the Special General Meeting.

If the above condition cannot be fulfilled within 75 days from the date of the Provisional Agreement or such other date as may be agreed between the Vendor and the Purchaser, the Provisional Agreement will become null and void whereupon the Vendor shall be entitled forthwith to annul the Disposal and the Initial Deposit and/or the Further Deposit shall be refunded to the Purchaser without interest or compensation whatsoever and the Purchaser shall not be entitled to any claim or relief or to enforce specific performance against the Vendor.

Completion

It is expected that the completion of the Disposal will take place on or before 1 February 2012.

Agency fee

In consideration of the services rendered by an independent property agency company to the Vendor, the Vendor shall pay to the property agency company an agency fee of HK$1,320,000 on or before 1 February 2012. The property agency company and whose beneficial owners, to the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, are third parties independent of and not connected with the Company and its connected persons.

REASONS FOR AND BENEFITS OF THE DISPOSAL

The Company is an investment holding company and its subsidiaries are principally engaged in provision of financial services and property investment and management.

The unaudited net profits (before taxation and extraordinary items) attributable to the Property were approximately HK$688,000 and HK$448,000 for the year ended 31 December 2009 and 31 December 2010 respectively. The unaudited net profits (after taxation and extraordinary items) attributable to the Property were approximately HK$544,000 and HK$374,000 for the year ended 31 December 2009 and 31 December 2010 respectively. The net asset value of the Property as at 31 December 2010 was HK$76,200,000.

In light of robustness of the Hong Kong property market, the Directors consider it is appropriate for

the Group to realise this investment.

Subject to audit, the Group will realise a profit of approximately HK$54,135,000 from the Disposal which is calculated based on the consideration of HK$132,000,000 minus the estimated transaction costs of approximately HK$1,665,000 and the carrying value of HK$76,200,000 of the Property as shown in the audited account of the Company as at 31 December 2010.

3

LETTER FROM THE BOARD

FINANCIAL EFFECT OF THE TRANSACTION

The net proceeds from the Disposal of approximately HK$130,335,000 will be applied towards repayment of the related bank loan and the balance will be applied as working capital and/or other investment of the Group. Accordingly, the Disposal will enable the Group to reduce its borrowings and increase its working capital, and will improve the liquidity and strengthen the financial position of the Group.

The carrying value of the Property as at 31 December 2010 was HK$76,200,000. The consideration for the Disposal at HK$132,000,000 represents an excess of HK$55,800,000 over the carrying value of the Property, and the gain expected to accrue to the Group upon completion of the Disposal is approximately HK$54,135,000 after taking into account the estimated expenses in relation to the Disposal. As at 27 May 2011, the valuation of the Property by AA Property was HK$108,000,000 as shown in the valuation report in Appendix II to this circular.

Completion of the Disposal is expected to generate net cash proceeds, after repayment of the bank loan pertaining to the Property and expenses, of approximately HK$38,335,000 to the Group. The net proceeds are to be retained for general working capital and/or other investment of the Group.

The financial effects to the Group upon completion of the Disposal are expected to be (a) a decrease in non-current assets of approximately HK$76,200,000; (b) an increase in current assets of approximately HK$38,335,000; (c) a decrease in bank borrowings of approximately HK$92,000,000; and (d) an increase in profit attributable to the equity holders of the Company of approximately HK$54,135,000.

The Directors are of the view that the terms of the Disposal, including the consideration, are fair and reasonable and on normal commercial terms, and the Disposal is in the best interests of the Company and the Shareholders as a whole.

Save as disclosed herein, the Disposal will not have any material impact on the earnings and assets and liabilities of the Company.

GENERAL

The Disposal constitutes a major transaction for the Company under the Listing Rules and is subject to the approval by the Shareholders in a general meeting. To the best knowledge, information and belief of the Directors, having made all reasonable enquiries, no Shareholder is interested in the Disposal and accordingly, no Shareholder is required to abstain from voting for the resolution to approve the Disposal in the Special General Meeting.

SPECIAL GENERAL MEETING

A notice convening the Special General Meeting is set out on page 20 to page 21 of this circular. At the Special General Meeting, resolution will be proposed for Shareholders to consider and, if thought fit, to approve the Disposal.

4

LETTER FROM THE BOARD

A form of proxy for use at the Special General Meeting is enclosed. Whether or not you are able to attend the Special General Meeting in person, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the Company’s Hong Kong branch share registrars and transfer office, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the Special General Meeting or any adjourned meeting 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 Special General Meeting or any adjourned meeting thereof (as the case may be) should you so wish.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote at the Special General Meeting must be taken by poll. Accordingly, the Company will procure that the chairman of the Special General Meeting shall demand voting on all resolutions set out in the notice of Special General Meeting be taken by way of poll, and the Company will announce the results of the poll in the manner set out in Rule 13.39(5) of the Listing Rules.

RECOMMENDATION

The Directors, including the independent non-executive Directors, consider that the terms of the Provisional Agreement and the transactions contemplated thereunder are fair and reasonable so far as the Shareholders are concerned and are in the interests of the Company and the Shareholders as a whole, and accordingly recommend that all Shareholders should vote in favour of the ordinary resolutions in the notice of Special General Meeting.

Your attention is also drawn to the additional information set out in the appendices to this circular.

By order of the Board Shougang Concord Grand (Group) Limited Li Shaofeng Chairman

5

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

1. STATEMENT OF INDEBTEDNESS

Borrowings

At the close of business on 30 April 2011, being the latest practicable date for the purpose of this statement of indebtedness prior to the printing of this circular, the Group had outstanding secured bank loans of approximately HK$750,482,000.

Securities and guarantees

At the close of business on 30 April 2011, the Group has pledged the following assets to banks as security for the Group’s secured banking facilities:

• (i) the Group’s investment properties;

• (ii) the Group’s finance lease receivables; and

• (iii) certain bank deposits restricted for the repayment of bank borrowings, which will be released upon full settlement of the relevant bank borrowings.

In addition, certain of the Group’s banking facilities were secured by guarantees given by a substantial shareholder of the Company.

Debt securities

At the close of business on 30 April 2011, the Group had no debt securities.

Contingent liabilities

At the close of business on 30 April 2011, the Group did not have any material contingent liabilities.

Save as aforesaid or as otherwise disclosed herein, and apart from intra-group liabilities, the Group did not have any loan capital issued and outstanding or agreed to be issued, bank overdrafts, loans or other similar indebtedness, liabilities under acceptances or acceptable credits, debentures, mortgages, charges, finance lease commitments, guarantees or other material contingent liabilities at the close of business on 30 April 2011.

2. WORKING CAPITAL

The Directors are of the opinion that after taking into account the expected completion of the Disposal and the present internal financial resources available to the Group including the internally generated funds and the available banking facilities, the Group has sufficient working capital for its present requirements for at least the next twelve months from the date of this circular.

6

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

3. MATERIAL ADVERSE CHANGE

The Directors are not aware of any material adverse change in the financial or trading position of the Group since 31 December 2010, being the date to which the latest published audited financial statements of the Group were made up.

4. FINANCIAL AND TRADING PROSPECTS

In the coming financial year, the Group will continue to focus on improving the rental yield of its investment properties. Furthermore, the Group will also continuously seek for new real estate business opportunities in the areas that the Group operates.

The Directors consider that upon completion of the Disposal, the Group’s financial and cash positions will be further strengthened, and the Group will be able to make investment promptly when opportunities arise.

7

VALUATION REPORT OF THE PROPERTY

APPENDIX II

17 June 2011

Our Ref. V110327

The Directors Shougang Concord Grand (Group) Limited Rooms 1101-1104 on 11th Floor Harcourt House No.39 Gloucester Road Wan Chai Hong Kong

Dear Sirs,

In accordance with your instruction for us to value the property interests held by Tin Fung Investment Company, Limited, a subsidiary of Shougang Concord Grand (Group) Limited (together known as “the Group”) and is owned as to 100% of its voting rights by the Group in Hong Kong, we confirm that we have conducted inspection, made relevant searches and enquiries and obtained such further information as we consider necessary for the purpose of providing you with our opinion of the market value of the property interests as at 27 May 2011.

Our valuation is our opinion of the market value which we would define as intended to mean “the estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s-length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion”. In addition, no account has been taken of any option or right of pre-emption concerning or affecting the sale of the property interests.

Our valuation has been made on the assumption that the owner sells the property interests on the open market in their existing state without the benefit of deferred term contracts, leasebacks, joint ventures, management agreements or any similar arrangements which could serve to increase the value of such property interests.

We have valued the property interests on open market basis assuming sale with the benefit of vacant possession by making reference to comparable market transactions and where appropriate on the basis of capitalization of the net rental income receivable with due allowance for reversionary income potential.

In the use of direct comparison approach, sales evidence of property of nature and character similar to the property under consideration is collated and analysed in order to arrive at the market value appropriate to the property under consideration.

8

VALUATION REPORT OF THE PROPERTY

APPENDIX II

Pursuant to the Deed of Mutual Covenant dated 20 September 1967 in respect of the building, the carparking spaces on the 4th floor have not been allocated any shares.

According to the legal advice furnished to us by Li & Partners, the owner of the carparking spaces on the 4th floor has full and exclusive right to hold and use the said carparking spaces which can be disposed of and transferable in the open market to any third party, provided that the exclusive possession thereof is being passed as an incident to the ownership of other shares that the owner has in the building.

We have relied to a very considerable extent on the information provided by the Group and have accepted advice given to us on such matters as planning approvals or statutory notices, easements, tenure, identification of property, particulars of occupation, tenancy details, floor areas and all other relevant matters which can affect the value of the property interests.

We have caused searches to be made at the Hong Kong Land Registry in respect of the property interests under consideration. However, we have not scrutinised the original documents to verify ownership or to verify any lease amendments which may not appear on the copies handed to us. All documents have been used as reference only and all dimensions, measurements and areas are approximate.

We have not carried out on-site measurement at the time of inspection to verify the floor areas of the property under consideration. We have assumed that the floor areas supplied to us or as shown on the documents handed to us are correct. We have no reason to doubt the truth and accuracy of the information provided to us. We have also been advised that no material facts have been omitted from the information supplied. We consider that we have been provided with sufficient information to reach an informed view, and have no reason to suspect that any material information has been withheld.

We have inspected the exterior and, where possible, the interior of the property included in the attached Valuation Certificate in respect of which we have been provided with such information as we have required for the purpose of our valuation. At the time of our inspection, it was noted that the 19 carparking spaces on the 4th Floor were re-demarcated to 27 carparking spaces.

No structural survey has been made in respect of the property. However, in the course of our inspection, we did not note any serious defects. We are not, however, able to report that the property is free from rot, infestation or any other structural defects. No tests have been carried out on any of the building services.

No allowance has been made in our valuation for any charges, mortgages or amounts owing on the property interests nor for any expenses or taxation which may be incurred in effecting a sale. Unless otherwise stated, it is assumed that the property interests are free from encumbrances, restrictions and outgoings of an onerous nature which could affect their value.

9

VALUATION REPORT OF THE PROPERTY

APPENDIX II

In preparing the valuation of the property interests, we have complied with all the requirements contained in Chapter 5 of the Rules governing the listing of securities issued by the Stock Exchange of Hong Kong Limited; and the HKIS Valuation Standards on Properties (1st Edition 2005) published by the Hong Kong Institute of Surveyors. This valuation has been prepared for inclusion in a circular issued by Shougang Concord Grand (Group) Limited dated 17 June 2011 in connection with the major transactiondisposal of property.

Our Summary of Valuation and Valuation Certificate are attached.

Yours faithfully, Yours faithfully, For and on behalf of For and on behalf of A A PROPERTY SERVICES LIMITED A A PROPERTY SERVICES LIMITED

PATRICK Wah Chi LAI ANNA Tung Lui PONG MRICS, MHKIS, MCIArb., RPS MRICS, MHKIS, RPS(GP), MSc, BSc Executive Director Senior Manager

• Note: Mr. Patrick W.C. Lai, is a Chartered Valuation Surveyor of the Royal Institution of Chartered Surveyors, a Registered Professional Surveyor in Hong Kong and a Real Estate Appraiser of China. He has been a qualified valuer with AA Property Services Ltd. since 1991 and has over 15 years of experience in the valuation of property located in Hong Kong, Macau and The People’s Republic of China. Mr. Lai is on the List of Property Valuers for Undertaking Valuations for Incorporation or Reference in Listing Particulars and Circulars and Valuations in connection with Takeovers and Mergers issued by the Hong Kong Institute of Surveyors under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

Miss Anna T.L. Pong, Chartered Valuation Surveyor, is a registered professional surveyor under the Surveyors Registration Ordinance and has over 7 years of experience in the valuation of property located in Hong Kong.

10

VALUATION REPORT OF THE PROPERTY

APPENDIX II

SUMMARY OF VALUATION

Property

Units A and B on 3rd, 6th and 9th Floors together with the whole carparking area on 4th Floor Tin Fung Industrial Mansion No.63 Wong Chuk Hang Road Aberdeen Hong Kong

Capital value in existing state as at 27 May 2011 HK$108,000,000

11

VALUATION REPORT OF THE PROPERTY

APPENDIX II

VALUATION CERTIFICATE

Property

Description and Tenure

Particulars of Occupancy

Capital value in existing state as at 27 May 2011

Tin Fung Industrial Mansion is The industrial units, except HK$108,000,000 a 15-storeyed industrial building Units A3 & A4 on 6th Floor, including a carparking area. were, as at 27 May 2011, let under various tenancies with The building is served by three the latest expiry date on 7 May cargo lifts, one passenger lift 2014 at a total monthly rental and three staircases and was of HK$187,885 inclusive of completed in 1967. management fee and government rates. The property comprises a total of six industrial units on 3rd, The carparking area contained 27 6th and 9th floors and the whole carparking spaces. carparking area on 4th floor of the building. The carparking spaces (except Nos.3, 11, 16, 23 and 26) The industrial units contain were, as at 27 May 2011, in a total saleable area of about majority let under various 43,480 square feet (or about tenancies and monthly licences 4,039.39 square metres). at a total monthly licence fees of HK$62,100 inclusive The property is held under the of government rates and government lease for a term of management fee. 75 years from 8th July, 1963 renewable for a further term of The industrial units were 75 years. occupied for warehouse use and the carparking area was occupied The annual government rent for for carparking use. Aberdeen Inland Lot No.285 is HK$418.

Units A and B on Tin Fung Industrial Mansion is 3rd, 6th and 9th a 15-storeyed industrial building Floors together with including a carparking area. the whole carparking area on 4th Floor, The building is served by three Tin Fung Industrial cargo lifts, one passenger lift Mansion, No.63 and three staircases and was Wong Chuk Hang completed in 1967. Road, Aberdeen, Hong Kong The property comprises a total of six industrial units on 3rd, 69/315th equal and 6th and 9th floors and the whole undivided shares carparking area on 4th floor of of and in Aberdeen the building. Inland Lot No.285

Notes:

1. The registered owner of the property is Tin Fung Investment Company, Limited, a subsidiary of Shougang Concord Grand (Group) Limited and is owned as to 100% of its voting rights by the Group.

2. The industrial units of the property are subject to a mortgage and an assignment of rentals in favour of China Construction Bank (Asia) Corporation Limited vide memorial nos.08092302160037 and 08092302160047 respectively both dated 29 August 2008.

3. The carparking area on the 4th floor has not been allocated any shares under the Deed of Mutual Covenant dated 20 September 1967 in respect of the subject building.

4. In accordance with the legal advice furnished by Li & Partners, the following opinion is noted:

5. a. The owner of the carparking spaces on the 4th floor has full and exclusive right to hold and use the said carparking spaces which can be disposed of and transferable in the open market to any third party, provided that the exclusive possession thereof is being passed as an incident to the ownership of other shares that the owner has in the building.

12

GENERAL INFORMATION

APPENDIX III

1. RESPONSIBILITY STATEMENT

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

2. DISCLOSURE OF INTERESTS

(a) Directors’ interests

As at the Latest Practicable Date, the interests and short positions of the Directors and the chief executive of the Company in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which (a) were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO); or (b) were required, pursuant to section 352 of the SFO, to be entered in the register of the Company referred to therein; or (c) were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Company (the “ Model Code ”) contained in the Listing Rules, to be notified to the Company and the Stock Exchange were as follows:

• (i) Long positions in the shares and underlying shares of the Company

Capacity in which Name of Director interests are held	Total interests Number of shares/underlying shares as to % of the in the Company issued share capital of the Company Interests in Interests in as at the Latest Shares underlying Shares Total interests Practicable Date*
Li Shaofeng Beneficial owner Luo Zhenyu Beneficial owner Chen Zheng Beneficial owner Wang Tian Beneficial owner Yuan Wenxin Beneficial owner Leung Shun Sang, Tony Beneficial owner Tam King Ching, Kenny Beneficial owner Zhou Jianhong Beneficial owner Yip Kin Man, Raymond Beneficial owner	– 11,000,000 11,000,000 0.95% – 9,000,000 9,000,000 0.78% – 18,368,000 18,368,000 1.59% 4,000,000 11,094,000 15,094,000 1.31% 4,000,000 15,094,000 19,094,000 1.65% 8,278,000 19,368,679 27,646,679 2.39% – 2,286,000 2,286,000 0.19% – 2,286,000 2,286,000 0.19% – 2,286,000 2,286,000 0.19%

• The relevant interests are unlisted physically settled options granted pursuant to the Company’s share option scheme adopted on 7 June 2002 (the “ Scheme ”). Upon exercise of the share options in accordance with the Scheme, Shares are issuable. The share options are personal to the respective Directors.

13

GENERAL INFORMATION

APPENDIX III

• (ii) Long positions in the shares and underlying shares of Global Digital Creations Holdings Limited (“ GDC ”), an associated corporation of the Company

Capacity in which Name of Director interests are held	Total interests Number of shares/underlying shares as to % of the in GDC issued share capital of GDC Interests in Interests in as at the Latest shares underlying shares Total interests Practicable Date*
Li Shaofeng Beneficial owner Chen Zheng Beneficial owner Wang Tian Beneficial owner Leung Shun Sang, Tony Beneficial owner Zhou Jianhong Beneficial owner	– 12,950,000 12,950,000 0.99% 8,728,200 11,360,000 20,088,200 1.55% 820 – 820 0.00% 20,008,200 11,370,000 31,378,200 2.42% 400,410 – 400,410 0.03%

• The relevant interests are unlisted physically settled options granted pursuant to GDC’s share option scheme adopted on 18 July 2003 (the “ GDC Scheme ”). Upon exercise of the share options in accordance with the GDC Scheme, ordinary shares of HK$0.01 each in the share capital of GDC are issuable. The share options are personal to the respective Directors.

• (iii) Long positions in the shares and underlying shares of GDC Technology Limited (“ GDC Tech ”), an associated corporation of the Company

Capacity in which Name of Director interests are held	Total interests Number of shares/underlying shares as to % of the in GDC Tech issued share capital of GDC Tech Interests in Interests in as at the Latest shares underlying shares Total interests Practicable Date*
Li Shaofeng Beneficial owner Chen Zheng Beneficial owner Leung Shun Sang, Tony Beneficial owner	– 2,300,000 2,300,000 0.97% 8,533,334 3,350,000 11,883,334 5.02% 3,780,000 1,000,000 4,780,000 2.02%

• The relevant interests are unlisted physically settled options granted pursuant to GDC Tech’s share option scheme adopted on 19 September 2006 (the “ GDC Tech Scheme ”). Upon exercise of the share options in accordance with the GDC Tech Scheme, ordinary shares of HK$0.10 each in the share capital of GDC Tech are issuable. The share options are personal to the respective Directors.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors and chief executive of the Company had any interest or short position in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which (a) were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO); or (b) were required, pursuant to section 352 of the SFO, to be entered in the register of the Company referred to therein; or (c) were required, pursuant to the Model Code, to be notified to the Company and the Stock Exchange.

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Save as disclosed above, as at the Latest Practicable Date, none of the Directors or proposed Director was a director or employee of a company which has an interest in the shares and underlying shares of the Company which would fall to be disclosed under the provisions of Divisions 2 and 3 of Part XV of the SFO.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors nor any of their spouse or minor children was granted or held options to subscribe for shares in the Company or any of its associated corporations (within the meaning of Part XV of the SFO), or had exercised such rights.

(b) Directors’ service contracts

As at the Latest Practicable Date, there was no existing or proposed service contract between any of Directors and any member of the Group other than service contracts that are expiring or determinable by the employer within one year without payment of compensation (other than statutory compensation).

(c) As at the Latest Practicable Date:

• (i) none of the Directors had any direct or indirect interest in any assets which have been, since the date to which the latest published audited accounts of the Group were made up, acquired or disposed of by, or leased to the Company or any of its subsidiaries, or are proposed to be acquired or disposed of by, or leased to, the Company or any of its subsidiaries; and

• (ii) none of the Directors was materially interested in any contract or arrangement entered into by the Company or any of its subsidiaries which contract or arrangement is subsisting at the date of this circular and which is significant in relation to the business of the Group.

(d) Directors’ interests in competing businesses

As at the Latest Practicable Date, the interests of the Directors in the businesses (other than those businesses where the Directors were appointed as directors to represent the interests of the Company and/or any member of the Group) which were considered to compete or were likely to compete, either directly or indirectly, with the businesses of the Group were as follows:

	Name of entity whose businesses	Description of businesses
	were considered to compete	of the entity which were
	or likely to compete with	considered to compete	Nature of interest
	the businesses of	or likely to compete with	of the Director
Name of Director	the Group	the businesses of the Group	in the entity
Li Shaofeng	Shougang Holding (Hong Kong)	Property investment	Director
	Limited#(“Shougang Holding”)

• Such businesses may be carried out through the subsidiaries or associates of the entity concerned or by way of other forms of investments.

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3. SUBSTANTIAL SHAREHOLDERS

So far as is known to the Directors or the chief executive of the Company, as at the Latest Practicable Date, companies and persons (other than the Directors or chief executive of the Company) who had interests or short positions in the shares and underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or which were recorded in the register required to be kept by the Company pursuant to section 336 of the SFO were as follows:

Long positions in the Shares

			Interests as to %
			of the issued share
			capital of the
			Company as at
	Capacity in which		the Latest
Name of Shareholder	interests are held	Number of Shares	Practicable Date	Note(s)
Shougang Holding	Interests of controlled	430,491,315	37.36%	1
	corporations
Wheeling Holdings Limited	Beneficial owner	430,491,315	37.36%	1
(“Wheeling”)
Cheung Kong (Holdings) Limited	Interests of controlled	133,048,717	11.54%	2, 3
(“Cheung Kong”)	corporations
Max Same Investment Limited	Beneficial owner	91,491,193	7.94%	2
(“Max Same”)
Li Ka-shing	Interests of controlled	133,048,717	11.54%	3
	corporations, founder
	of discretionary trusts
Li Ka-Shing Unity Trustee	Trustee	133,048,717	11.54%	3
Company Limited (“TUT1”)
Li Ka-Shing Unity Trustee	Trustee, beneficiary	133,048,717	11.54%	3
Corporation Limited (“TDT1”)	of a trust
Li Ka-Shing Unity Trustcorp	Trustee, beneficiary	133,048,717	11.54%	3
Limited (“TDT2”)	of a trust

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Notes:

1. Shougang Holding indicated in its disclosure form dated 18 February 2010 (being the latest disclosure form filed up to the Latest Practicable Date) that as at 12 February 2010, its interest was the Shares held by Wheeling, a wholly-owned subsidiary of Shougang Holding.

2. Cheung Kong indicated in its disclosure form dated 26 February 2005 (being the latest disclosure form filed up to the Latest Practicable Date) that as at 23 February 2005, its interests included the interest held by Max Same, a wholly-owned subsidiary of Cheung Kong.

3. Li Ka-Shing Unity Holdings Limited (“ Unity Holdco ”), of which each of Mr. Li Ka-shing, Mr. Li Tzar Kuoi, Victor and Mr. Li Tzar Kai, Richard was interested in one-third of the entire issued share capital, owned the entire issued share capital of TUT1. TUT1 as trustee of The Li Ka-Shing Unity Trust (“ UT1 ”), together with certain companies which TUT1 as trustee of UT1 was entitled to exercise or control the exercise of more than one-third of the voting power at their general meetings, held more than one-third of the issued share capital of Cheung Kong.

In addition, Unity Holdco also owned the entire issued share capital of TDT1 as trustee of The Li Ka-Shing Unity Discretionary Trust (“ DT1 ”) and TDT2 as trustee of another discretionary trust (“ DT2 ”). Each of TDT1 and TDT2 held units in UT1.

By virtue of the SFO, each of Mr. Li Ka-shing, being the settlor and may being regarded as a founder of each of DT1 and DT2 for the purpose of the SFO, TUT1, TDT1 and TDT2 was deemed to be interested in the same block of Shares in which Cheung Kong was interested under the SFO.

Save as disclosed above, so far as is known to the Directors or chief executive of the Company, as at the Latest Practicable Date, no other person (other than a Director or chief executive of the Company) or corporation had, or was deemed or taken to have, an interest or short position in the Shares or underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who/which was, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group, or any options in respect of such capital.

4. MATERIAL CONTRACTS

The following material contracts (not being contracts entered into in the ordinary course of business) had been entered into by any member of the Group within the two years immediately preceding the date of this circular and up to the Latest Practicable Date:

• (i) the share transfer agreement dated 16 March 2010 entered into between SCG Investment (BVI) Limited, a wholly-owned subsidiary of the Company, as vendor, Best China Enterprises Limited as purchaser and Ms. Fan Wen Zhen as guarantor in relation to the sale of 1 share in the share capital of Grand Award Limited (an indirect wholly-owned subsidiary of the Company) for US$1.00 (equivalent to approximately HK$7.75) and to assign a loan of HK$251,285,339.39 to Best China Enterprises Limited for HK$247,920,000, details of which have been set out in the circular of the Company dated 4 May 2010;

• (ii) the preliminary sale and purchase agreement dated 15 April 2011 and entered into between Lyre Terrace Management Limited, a wholly-owned subsidiary of the Company (“ Lyre Terrace ”), and Lin Chun Yan (“ Mr. Lin ”) or his nominees in relation to the disposal of unit no. 2907 on the 29th floor of West Tower, Shun Tak Centre, nos. 168 – 200 Connaught Road Central, Hong Kong for a cash consideration of HK$44,800,000 (the “ Disposal of Shun Tak Centre ”), details of which have been set out in the announcement of the Company dated 15 April 2011;

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APPENDIX III

• (iii) the agreement for sale and purchase dated 9 May 2011 entered into between Lyre Terrace and Wave Winner Limited, a nominee of Mr. Lin, in relation to the Disposal of Shun Tak Centre; and

• (iv) the Provisional Agreement, the terms of which are set out in this circular.

5. LITIGATIONS

As at the Latest Practicable Date, no member of the Group was engaged in any litigation, arbitration or claim of material importance and there is no litigation or claim of material importance known to the Directors to be pending or threatened against any member of the Group.

6. EXPERT’S QUALIFICATION AND CONSENT

The following is the qualification of the expert who has given its opinions or advices which are contained in this circular:

Name Qualification AA Property Services Limited Professional property valuer

AA Property has given and has not withdrawn its written consent to the issue of this circular with the inclusion herein of its letter and/or valuation certificate and/or references to its name in the form and context in which it appears.

As at the Latest Practicable Date, AA Property was not beneficially interested in any Share or share in any member of the Group nor did it have any right or option (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for any Share or share in any member of the Group.

As at the Latest Practicable Date, AA Property did not have any direct or indirect interest in any asset which had been, since 31 December 2010, the date to which the latest published audited financial statements of the Group was made up, acquired or disposed of by, or leased to any member of the Group, or was proposed to be acquired or disposed of by, or leased to, any member of the Group.

7. MISCELLANEOUS

• (a) The registered office of the Company is at Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda and the principal place of business of the Company in Hong Kong is at Rooms 1101-4, 11th Floor, Harcourt House, 39 Gloucester Road, Wanchai, Hong Kong.

• (b) The Company’s Hong Kong branch share registrars and transfer office is Tricor Tengis Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong.

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• (c) The company secretary of the Company is Ms. Cheng Man Ching, a fellow member of each of The Institute of Chartered Secretaries and Administrators and The Hong Kong Institute of Chartered Secretaries and an associate member of the Hong Kong Institute of Bankers. She holds a master degree in business administration and a master degree in arts.

• (d) The English text of this circular shall prevail over their respective Chinese text for the purpose of interpretation.

8. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection at the Company’s principal place of business in Hong Kong at Rooms 1101-4, 11th Floor, Harcourt House, 39 Gloucester Road, Wanchai, Hong Kong during normal business hours on any weekdays, except public holidays, from the date of this circular up to and including the date of the Special General Meeting:

• (a) the bye-laws of the Company;

• (b) the material contracts referred to under the section headed “Material Contracts” in this appendix;

• (c) the written consent from AA Property referred to in the paragraph headed “Expert’s Qualification and Consent” in this Appendix;

• (d) the valuation report issued by AA Property on the Property as set out in Appendix II to this circular;

• (e) the annual reports of the Company for years ended 31 December 2009 and 31 December 2010;

• (f) the Provisional Agreement; and

• (g) this circular.

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NOTICE OF SPECIAL 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 a special general meeting of Shougang Concord Grand (Group) Limited (the “ Company ”) will be held at 2:30 p.m. on Wednesday, 6 July 2011 at Rooms 1101-4, 11th Floor, Harcourt House, 39 Gloucester Road, Wanchai, Hong Kong for the purpose of considering and, if thought fit, passing with or without amendments, the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT

• (a) the provisional agreement dated 27 May 2011 (the “ Provisional Agreement ”) entered into between Tin Fung Investment Company, Limited, a subsidiary of the Company, as the vendor (the “ Vendor ”) and Power Fancy Limited as the purchaser (the “ Purchaser ”), a copy of which is tabled at the meeting and marked “A” and initialled by the chairman of the meeting for identification purposes, pursuant to which the Vendor has agreed to sell its entire ownership interests in a property which comprises units A and B on all of the 3rd, 6th and 9th floors and all the car parking spaces on the 4th floor of Tin Fung Industrial Mansion, 63 Wong Chuk Hang Road, Aberdeen, Hong Kong to the Purchaser for a cash consideration of HK$132,000,000 be and is hereby approved, confirmed and ratified; and

• (b) any one director of the Company, or any two directors of the Company if the affixation of the common seal of the Company is necessary, be and is/are hereby authorised for and on behalf of the Company to execute all such other documents, instruments and agreements and to do all such acts or things deemed by him/her/them to be incidental to, ancillary to or in connection with the matters contemplated in and for completion of the transactions contemplated under the Provisional Agreement.”

By Order of the Board Shougang Concord Grand (Group) Limited Li Shaofeng Chairman

Hong Kong, 17 June 2011

• For identification purpose only

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NOTICE OF SPECIAL GENERAL MEETING

Notes:

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

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

3. In order to be valid, a 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 that power or authority must be deposited with the Company’s Hong Kong branch share registrars and transfer office, 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).

4. Completion and return of the form of proxy will not preclude a member from attending and voting in person at the meeting or 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.

5. Where there are joint registered holders of any share, any one of such joint holders may vote at the meeting, either in person or by proxy, in respect of such shares 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, that joint registered holder present whose name stands first on the register of members of the Company in respect of such shares shall be accepted to the exclusion of the votes of the other registered holders.

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