Ulferts International Limited — Proxy Solicitation & Information Statement 2021

Dec 7, 2021

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your 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)

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF SPECIAL GENERAL MEETING

A notice convening the special general meeting of Shougang Concord Grand (Group) Limited (the “ Company ”) to be held at 10:30 a.m. on Friday, 31 December 2021 at 701-702, One Lyndhurst Tower, No. 1 Lyndhurst Terrace, Central, Hong Kong (the “ SGM ”) is set out on pages 7 to 8 of this circular.

Whether or not you are able to attend the SGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as practicable and in any event not less than 48 hours before the time appointed for the holding of the SGM or any adjournment thereof. Completion and return of the enclosed form of proxy will not preclude you from attending and voting in person at the SGM or any adjourned meeting should you so wish.

PRECAUTIONARY MEASURES FOR THE SPECIAL GENERAL MEETING

Please see pages 1 to 2 of this circular for measures to be taken at the SGM in trying to prevent and control the spread of the COVID-19, including:

• compulsory body temperature checks • requirement of wearing surgical face masks • no refreshments

Any person who does not comply with the precautionary measures may be denied entry into the SGM venue at the absolute discretion of the Company as permitted by law. The Company reminds Shareholders that physical attendance is not necessary for the purpose of exercising Shareholders’ rights and encourages Shareholders to exercise their right to vote by appointing the Chairman of the SGM as their proxy instead of attending the SGM in person.

8 December 2021

• For identification purpose only

CONTENTS

	Page
Precautionary Measures for the Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Notice of Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7

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PRECAUTIONARY MEASURES FOR THE SPECIAL GENERAL MEETING

In view of the ongoing COVID-19 pandemic and recent requirements for the prevention and control of its spread, the Company will implement the following preventive measures at the SGM to protect attending Shareholders, staff and other stakeholders from the risk of infection.

VOTING BY PROXY IN ADVANCE OF THE SGM

The Company does not in any way wish to diminish the opportunity available to the Shareholders to exercise their rights and to vote, but is conscious of the pressing need to protect the Shareholders from possible exposure to the COVID-19. For the health and safety of the Shareholders, and in view of the limit on attendance and seating capacity as may be legally required, the Company would like to encourage Shareholders to exercise their right to vote at the SGM by appointing the Chairman of the SGM as their proxy instead of attending the SGM in person. Physical attendance is not necessary for the purpose of exercising Shareholders’ rights. Completion and return of the proxy form will not preclude the Shareholders from attending and voting in person at the SGM or any adjournment thereof should they subsequently so wish.

PRECAUTIONARY MEASURES AT THE SGM

The Company will implement the following precautionary measures at the SGM to safeguard the health and safety of the attending Shareholders, staff and other stakeholders:

• (i) compulsory body temperature checks will be conducted on every attendee at the entrance of the venue of the SGM. Any person with a body temperature above reference range quoted by the Department of Health from time to time, or exhibiting respiratory inflection or flu-like symptoms, may be denied entry into the SGM venue;

• (ii) every attendee will be required to submit a completed and signed Health Declaration Form prior to entry into the SGM venue. The completed and signed Health Declaration Form must be ready for collection at the main entrance of the SGM venue to ensure prompt and smooth processing;

• (iii) every attendee will be required to wear a surgical face mask throughout the SGM. Please note that no masks will be provided at the SGM venue and attendees should bring and wear their own masks;

• (iv) seating at the SGM will be arranged to ensure adequate physical distancing between attendees so as to reduce interaction between them; and

• (v) no refreshments will be served.

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PRECAUTIONARY MEASURES FOR THE SPECIAL GENERAL MEETING

If any Shareholder chooses not to attend the SGM in person but has any question about the resolution or about the Company, or has any matter for communication with the Board, he/she is welcome to send such question or matter in writing to the Company’s principal office in Hong Kong. If any Shareholder has any questions relating to the SGM, please contact Tricor Tengis Limited, the Company’s branch share registrar and transfer office in Hong Kong, the details of which are as follows:

Tricor Tengis Limited Level 54, Hopewell Centre 183 Queen’s Road East Hong Kong Email: is-enquiries@hk.tricorglobal.com Telephone: 2980 1333 Facsimile: 2810 8185

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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: Xu Liang (Chairman) Tian Gang (Executive Director) Huang Donglin (Non-executive Director) Zhang Jianxun (Non-executive Director) Tam King Ching, Kenny

(Independent Non-executive Director) Zhang Xingyu (Independent Non-executive Director) Ng Man Fung, Walter (Independent Non-executive Director) On Danita

Registered Office: Victoria Place, 5th Floor 31 Victoria Street Hamilton HM 10 Bermuda

Principal Office in Hong Kong: 5th Floor Bank of East Asia Harbour View Centre 56 Gloucester Road Wanchai Hong Kong

(Independent Non-executive Director)

8 December 2021

To the Shareholders

Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF SPECIAL GENERAL MEETING

1. INTRODUCTION

Reference is made to the announcement of the Company dated 6 December 2021 regarding the Proposed Change of Company Name (the “ Announcement ”). Unless otherwise stated, capitalised terms used in this Circular shall have the same meanings as those defined in the Announcement.

The purpose of this Circular is to provide the Shareholders with details regarding the Proposed Change of Company Name and the related special resolution to be proposed at the SGM, together with the notice convening the SGM.

• For identification purpose only

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LETTER FROM THE BOARD

2. PROPOSED CHANGE OF COMPANY NAME

The Board proposes to change the English name of the Company from “Shougang Concord Grand (Group) Limited” to “Capital Industrial Financial Services Group Limited” and to adopt the Chinese name “首都產業金融服務集團有限公司” as the secondary name of the Company.

Conditions for the Proposed Change of Company Name

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

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

• (ii) the Registrar of Companies in Bermuda granting approval for the Proposed Change of Company Name.

Subject to the satisfaction of the conditions set out above, the Proposed Change of Company Name will take effect from the date on which the Registrar of Companies in Bermuda registers the new English name in place of the existing English name of the Company and registers the new Chinese secondary name of the Company as set out in the certificate of incorporation on change of name and the certificate of secondary name to be issued by the Registrar of Companies in Bermuda respectively. The Company will then carry out all necessary filing and/or registration procedures with the Companies Registry in Hong Kong pursuant to Part 16 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong).

Reasons for the Proposed Change of Company Name

The Board is of the view that the Proposed Change of Company Name will better reflect the Group’s future strategic positioning and business development. The Board believes that the new name can bring a new atmosphere to the Company’s corporate image and identity, be conducive the Group’s current and future business expansion and brand building, and benefit the future development of the Group. Accordingly, the Board considers that the Proposed Change of Company Name is in the best interests of the Company and the Shareholders as a whole.

Effect of the Proposed Change of Company Name

The Proposed Change of Company Name will not affect any rights of the Shareholders or the daily operations of the Company or its financial position. All the existing share certificates of the Company in issue bearing the existing name of the Company will, upon the Proposed Change of Company Name becoming effective, continue to be effective and as documents of title to the Shares and will continue to be valid for trading, settlement, registration and delivery purposes. Accordingly, there will not be any arrangement for free exchange of the existing share certificates of the Company for new share certificates bearing the new name of the Company. Upon the Proposed Change of Company Name becoming effective, all new share certificates of the Company will be issued only in the new name of the Company.

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LETTER FROM THE BOARD

After the Proposed Change of Company Name becomes effective, (i) the English and Chinese stock short names of the Company for trading of the Shares on the Stock Exchange will be changed subject to the confirmation by the Stock Exchange; and (ii) the website address of the Company will also be changed.

A special resolution will be proposed at the SGM to consider and, if thought fit, approve the Proposed Change of Company Name. Further announcement(s) will be made by the Company to inform the Shareholders of, among other things, the poll results of the SGM, the effective date of the Proposed Change of Company Name, the new English and Chinese stock short names of the Company for trading of the Shares on the Stock Exchange and the new website address of the Company as and when appropriate.

3. THE SGM

A notice of the SGM is set out on pages 7 to 8 of this circular. The SGM will be held at 701-702, One Lyndhurst Tower, No. 1 Lyndhurst Terrace, Central, Hong Kong on Friday, 31 December 2021 at 10:30 a.m. for the purpose of considering and, if thought fit, approving the Proposed Change of Company Name.

In compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”), voting on the special resolution to approve the Proposed Change of Company Name will be taken by way of poll at the SGM. To the best of the knowledge, information and belief of the directors of the Company (the “ Directors ”) having made all reasonable enquiries, none of the Shareholders has direct or indirect material interest in the Proposed Change of Company Name and are required to abstain from voting on the special resolution to be proposed at the SGM.

A form of proxy for use at the SGM is enclosed with this circular. Whether or not you are able to attend the SGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as practicable and in any event not less than 48 hours before the time appointed for the holding of the SGM or any adjournment thereof. Completion and return of the enclosed form of proxy will not preclude you from attending and voting in person at the SGM or any adjourned meeting should you so wish.

4. RECOMMENDATION

The Directors consider that the Proposed Change of Company Name is beneficial to and in the best interests of the Company and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of the special resolution to be proposed at the SGM.

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LETTER FROM THE BOARD

5. 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 inquiries, 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.

By order of the Board Shougang Concord Grand (Group) Limited Xu Liang Chairman

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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 OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of Shougang Concord Grand (Group) Limited (the “ Company ”) will be held at 10:30 a.m. on Friday, 31 December 2021 at 701-702, One Lyndhurst Tower, No. 1 Lyndhurst Terrace, Central, Hong Kong (the “ SGM ”) for the purposes of considering and, if thought fit, passing the following resolution as special resolution of the Company:

SPECIAL RESOLUTION

1. “ THAT

2. (a) subject to and conditional upon the approval of the Registrar of Companies in Bermuda having been obtained, the English name of the Company be changed from “Shougang Concord Grand (Group) Limited” to “Capital Industrial Financial Services Group Limited” and the Chinese name of “首都產業金融服務集團有限公司” be adopted as the secondary name of the Company (the “ Proposed Change of Company Name ”); and

3. (b) any one or more of the directors of the Company or the officer of the Company be and is/are hereby authorised to do all such acts and things and to sign, execute, seal (where required) and deliver all such documents and to take all such steps as he/she/they in his/her/their discretion may consider necessary, appropriate, desirable or expedient to give effect to or to implement this resolution and to attend to any necessary filing and/or registration for and on behalf of the Company in respect of the Proposed Change of Company Name.”

Yours faithfully, By order of the Board

Shougang Concord Grand (Group) Limited Xu Liang Chairman

Hong Kong, 8 December 2021

• For identification purpose only

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NOTICE OF SPECIAL GENERAL MEETING

Notes:

• (1) In view of the ongoing novel coronavirus (COVID-19) pandemic and recent requirements for prevention and control of its spread, the Company will implement certain preventive measures at the SGM, the details of which are set out under “Precautionary Measures for the Special General Meeting” on pages 1 to 2 of the circular of the Company dated 8 December 2021 to safeguard the health and safety of the attending shareholders, staff and other stakeholders of the Company.

• (2) Any member of the Company entitled to attend and vote at the SGM 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. The Company does not in any way wish to diminish the opportunity available to the shareholders of the Company to exercise their rights and to vote, but is conscious of the pressing need to protect the shareholders from possible exposure to COVID-19. For the health and safety of the shareholders, and in view of the limit on attendance and seating capacity as may be legally required, the Company would like to encourage shareholders to exercise their right to vote at the SGM by appointing the Chairman of the SGM as their proxy instead of attending the SGM in person. Physical attendance is not necessary for the purpose of exercising shareholders’ rights.

• (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 seal or under the hand of any officer or attorney 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 Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as practicable and in any event not less than 48 hours before the time appointed for the holding of the SGM or any adjourned meeting thereof.

• (5) The record date for determining the entitlement of members of the Company to attend and vote at the SGM is fixed at the close of business on Thursday, 30 December 2021. In order to qualify for the entitlement to attend and vote at the SGM, all documents for the transfer of shares of the Company accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration no later than 4:30 pm on Thursday, 30 December 2021.

• (6) Completion and return of the form of proxy will not preclude members of the Company from attending and voting in person at the SGM 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.

• (7) 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 SGM, 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 alone be entitled to vote in respect thereof.

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