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 licensed securities dealer, bank manager, solicitor, professional accountant or other professional advisers.

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

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.

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES,

PROPOSED RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the AGM to be held at R2, United Conference Centre, 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong at 4:00 p.m. on Friday, 11 June 2021 is set out on pages 14 to 18 of this circular.

Whether or not you intend to attend the AGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the AGM (i.e., at or before 4:00 p.m. on Wednesday, 9 June 2021 (Hong Kong time)) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

PRECAUTIONARY MEASURES FOR THE AGM

To safeguard the health and safety of the Shareholders and to prevent the spread of the COVID-19 pandemic at the AGM venue, the following precautionary measures will be implemented at the AGM:

  1. compulsory body temperature checks on each attendee;
  2. compulsory health declaration by each attendee;
  3. compulsory wearing of a surgical face mask by each attendee;
  4. physical distancing at the venue; and
  5. no distribution of refreshments or drinks, or corporate gifts or gift coupons.

Please see page 2 of this circular for further details of the above precautionary measures. Any person who, among other things, does not comply with the precautionary measures or is subject to any quarantine prescribed by the Hong Kong Government will be denied entry to the AGM venue. The Company reminds the Shareholders that they may appoint the chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM as an alternative to attending the AGM in person.

9 April 2021

CONTENTS

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

ii

Letter from the Board

Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

Precautionary Measures for the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . .

2

Grant of General Mandate, Repurchase Mandate and Extension Mandate . . . . . . . . . .

3

Proposed re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

Actions to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6

Voting at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6

Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6

General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7

Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7

Appendix I - Explanatory statement on the Repurchase Mandate . . . . . . . . . . . . . . .

8

Appendix II - Details of the Directors proposed to be re-elected at

the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

11

Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

14

- i -

the annual general meeting of the Company to be convened and held at R2, United Conference Centre, 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong at 4:00 p.m. on Friday, 11 June 2021, the notice of which is set out on pages 14 to 18 of this circular, and any adjournment thereof
the articles of association of the Company, as amended from time to time
has the same meaning ascribed to it under the Listing Rules the board of Directors
the Companies Act, Cap. 22 (Act 3 of 1961, as consolidated and revised) of the Cayman Islands
China SCE Group Holdings Limited, a company incorporated under the laws of the Cayman Islands with limited liability whose Shares are listed on the Main Board of the Stock Exchange
the director(s) of the Company
a general and unconditional mandate proposed to be granted to the Directors to the effect that any Shares repurchased under the Repurchase Mandate will be added to the total number of Shares which may be allotted and issued under the General Mandate
a general and unconditional mandate proposed to be granted to the Directors to exercise the power of the Company to allot, issue or otherwise deal with Shares up to a maximum of 20% of the number of issued Shares as at the date of passing of the relevant resolution
collectively, the Company and its subsidiaries

DEFINITIONS

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

''Annual General Meeting'' or

''AGM''

''Articles of Association''

''associate(s)'' ''Board'' ''Companies Act''

''Company''

''Director(s)''

''Extension Mandate''

''General Mandate''

''Group''

''Hong Kong''

''Latest Practicable Date''

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

7 April 2021, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining the information contained herein

''Listing Rules''

the Rules Governing the Listing of Securities on the Stock

Exchange

- ii -

DEFINITIONS

''PRC''

the People's Republic of China

''Repurchase Mandate''

a general and unconditional mandate proposed to be granted

to the Directors to enable them to repurchase Shares on the

Stock Exchange or on another stock exchange recognised

for this purpose by the Securities and Futures Commission

of Hong Kong and the Stock Exchange under the Takeovers

Code, the total number of which shall not exceed 10% of

the number of issued Shares as at the date of passing of the

relevant resolution

''SFO''

the Securities and Futures Ordinance, Chapter 571 of the

Laws of Hong Kong

''Share(s)''

ordinary share(s) of HK$0.10 each in the share capital of

the Company

''Shareholders(s)''

holder(s) of the Share(s)

''Stock Exchange''

The Stock Exchange of Hong Kong Limited

''Takeovers Code''

The Codes on Takeovers and Mergers and Share Buy-backs

''HK$''

Hong Kong dollars, the lawful currency of Hong Kong

''%''

per cent.

- iii -

LETTER FROM THE BOARD

Executive Directors:

Registered office:

Mr. Wong Chiu Yeung (Chairman)

Cricket Square

Mr. Chen Yuanlai

Hutchins Drive

Mr. Cheng Hiu Lok

P.O. Box 2681

Mr. Huang Youquan

Grand Cayman, KY1-1111

Mr. Wong Lun

Cayman Islands

Independent non-executive Directors:

Principal place of business and

Mr. Ting Leung Huel Stephen

head office in the PRC:

Mr. Lu Hong Te

SCE Tower

Mr. Dai Yiyi

No. 2, Lane 1688, Shenchang Road

Hongqiao Business District, Shanghai

China

Principal place of business in Hong Kong:

Room 2801, Hysan Place

500 Hennessy Road

Causeway Bay

Hong Kong

9 April 2021

To the Shareholders

Dear Sir or Madam

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

AND

PROPOSED RE-ELECTION OF DIRECTORS

INTRODUCTION

The primary purpose of this circular is to provide you with information regarding the resolutions to be proposed at the Annual General Meeting and to give you notice of the Annual General Meeting. Resolutions to be proposed at the Annual General Meeting include, inter alia:

  1. ordinary resolutions on the proposed grant of each of the General Mandate, the Repurchase Mandate and the Extension Mandate; and (b) ordinary resolutions relating to the proposed re- election of the Directors.

- 1 -

LETTER FROM THE BOARD

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

In the light of the continuing risks posed by the Coronavirus Disease 2019 (COVID-19) pandemic, the Company is adopting the following precautionary measures at the Annual General Meeting in order to safeguard the health and safety of the Shareholders who might be attending the Annual General Meeting in person:

  1. compulsory temperature checks will be carried out on every attendee at the entrance of the venue of the Annual General Meeting. Any person with a body temperature above 37.4 degrees Celsius or the reference point announced by the Department of Health from time to time, or is exhibiting flu-like symptoms may be denied entry to and requested to leave the venue of the Annual General Meeting;
  2. every attendee will be asked to declare his/her history of travelling outside Hong Kong within the 14-day period immediately preceding the Annual General Meeting, if any; and (b) the quarantine(s) prescribed by the Hong Kong Government that he/ she is subject to, if any. Anyone with such a travel history and/or subject to any such quarantine will be denied entry to and requested to leave the venue of the Annual General Meeting;
  3. every attendee will be required to wear a surgical face mask at the venue of the Annual General Meeting and throughout the Annual General Meeting. Please note that no surgical face masks will be provided at the venue of the Annual General Meeting and attendees should bring and wear their own masks;
  4. every attendee will be required to sit at an appropriate distance from the other attendees at the venue of the Annual General Meeting and throughout the Annual General Meeting. In the event that there are more than 20 attendees at the Annual General Meeting, the attendees with be separated in different rooms or partitioned areas, each accommodating not more than 20 persons; and
  5. no food, drink or corporate gift or gift coupon will be provided to the attendees at the Annual General Meeting.

To the extent permitted under the law, the Company reserves the right to deny entry to the venue of the Annual General Meeting or require any person to leave the venue so as to ensure the health and safety of the other attendees at the Annual General Meeting.

Due to the constantly evolving COVID-19 pandemic situation in Hong Kong, the Company may be required to change the Annual General Meeting arrangements at short notice. Shareholders should check the websites of the Company (www.sce-re.com) and the Stock Exchange (www.hkexnews.hk) for further announcements and updates on the Annual General Meeting arrangements.

- 2 -

LETTER FROM THE BOARD

Voting by proxy in advance of the Annual General Meeting: The Company does not in any way wish to diminish the opportunity available to the Shareholders to exercise their rights to vote, but is conscious of the pressing need to protect the Shareholders from any possible exposure to the COVID-19 pandemic. For the health and safety of the Shareholders, the Company encourages Shareholders to exercise their right to vote at the Annual General Meeting by appointing the chairman of the Annual General Meeting as their proxy instead of attending the Annual General Meeting in person. Physical attendance is not necessary for the purpose of exercising the voting rights of the Shareholders.

The deadline for submission of completed proxy forms is not less than 48 hours before the time appointed for the holding of the Annual General Meeting, which is 4:00 p.m. on Wednesday, 9 June 2021 (Hong Kong time). In order to be valid, the completed proxy forms must be returned to the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, in accordance with the instructions printed on it at or before the deadline.

Appointment of proxy by non-registered Shareholders: Non-registered Shareholders whose Shares are held through banks, brokers, custodians or the Hong Kong Securities Clearing Company Limited should consult directly with their banks, brokers or custodians (as the case may be) for assistance in the appointment of proxies.

If Shareholders have any questions relating to the Annual General Meeting, please contact the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, whose details are as follows:

Computershare Hong Kong Investor Services Limited

17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong Website: www.computershare.com/hk/contact

Telephone number: 2862 8555

Facsimile number: 2865 0990

GRANT OF GENERAL MANDATE, REPURCHASE MANDATE AND EXTENSION MANDATE

Pursuant to the ordinary resolutions passed by the then Shareholders at the annual general meeting of the Company held on 19 June 2020, the Directors were granted (a) a general unconditional mandate to allot, issue and deal with Shares not exceeding 20% of the aggregate number of Shares of the Company in issue on the date of passing of the relevant ordinary resolution; (b) a general unconditional mandate to repurchase Shares with an aggregate number of Shares not exceeding 10% of the aggregate number of Shares in issue on the date of passing of the relevant ordinary resolution; and (c) the power to extend the general mandate mentioned in (a) above by an amount representing the aggregate number of Shares repurchased by the Company pursuant to the mandate to repurchase securities referred to in (b) above.

- 3 -

LETTER FROM THE BOARD

The above general mandates will expire at the conclusion of the Annual General Meeting. At the Annual General Meeting, the following resolutions, among other matters, will be proposed:

  1. to grant the General Mandate to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with the Shares up to a maximum of 20% of the number of issued shares of the Company on the date of passing of such resolution. Based on the number of Shares in issue as at the Latest Practicable Date, i.e. 4,222,133,380 Shares, and assuming that no Shares will be issued or repurchased prior to the Annual General Meeting, the maximum number of Shares to be allotted and issued pursuant to the General Mandate will be 844,426,676 Shares;
  2. to grant the Repurchase Mandate to the Directors to enable them to repurchase the Shares on the Stock Exchange up to a maximum of 10% of number of issued shares of the Company on the date of passing of such resolution. Based on the number of Shares in issue as at the Latest Practicable Date, i.e. 4,222,133,380 Shares, and assuming that no Shares will be issued or repurchased prior to the Annual General Meeting, the maximum number of Shares to be repurchased pursuant to the Repurchase Mandate will be 422,213,338 Shares; and
  3. to grant the Extension Mandate to the Directors to increase the total number of Shares which may be allotted and issued under the General Mandate by an additional number representing such number of Shares repurchased under the Repurchase Mandate.

Each of the General Mandate, the Repurchase Mandate and the Extension Mandate will expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company following the Annual General Meeting; (b) the date by which the next annual general meeting is required by the Companies Act or the Articles of Association to be held; and (c) when the authority given to the Directors thereunder is revoked or varied by ordinary resolution(s) of the Shareholders in a general meeting.

The Directors wish to state that they have no immediate plan to allot and issue any new Shares other than such Shares which may fall to be allotted and issued upon the exercise of the options granted under the share option scheme of the Company.

Under the Listing Rules, the Company is required to provide the Shareholders with all information reasonably necessary to enable the Shareholders to make an informed decision as to whether to vote for or against the ordinary resolution in respect of the Repurchase Mandate at the Annual General Meeting. An explanatory statement for such purpose is set out in Appendix I to this circular.

- 4 -

LETTER FROM THE BOARD

PROPOSED RE-ELECTION OF DIRECTORS

Pursuant to article 84 of the Articles of Association, at each annual general meeting one- third of the Directors for the time being (or, if their number is not a multiple of three, the number nearest to but not less than one-third) shall retire from office by rotation and shall then be eligible for re-election at the meeting. Mr. Chen Yuanlai and Mr. Huang Youquan, being executive Directors, and Mr. Ting Leung Huel Stephen, being an independent non-executive Director, will retire as Directors at the Annual General Meeting and, being eligible, offer themselves for re-election as Directors at the Annual General Meeting.

Biographical information of Mr. Chen Yuanlai, Mr. Huang Youquan and Mr. Ting Leung Huel Stephen is set out in Appendix II to this circular.

On 30 March 2021, the Board, having reviewed the Board's composition and noted that Mr. Chen Yuanlai, Mr. Huang Youquan and Mr. Ting Leung Huel Stephen are eligible for nomination and re-election under the Articles of Association and the Company's policy for nomination of Directors, resolved to make recommendations on the re-election of the above Directors by the Shareholders at the Annual General Meeting.

The recommendations on re-election were made in accordance with the Company's policy for nomination of Directors and took into account the diversity aspects (including, without limitation, the respective age, cultural and educational background, professional experience, skills, knowledge and length of service of the Directors) under the Board Diversity Policy. The Board also took into consideration the perspectives, skills and experience that Mr. Ting Leung Huel Stephen could bring to the Board as an independent non-executive Director, including without limitation his extensive experience as a director of other listed companies and expertise in the accounting sector as a certified public accountant, and his contributions to the Board and its diversity.

Pursuant to code provision A.4.3 of the Corporate Governance Code as set out in Appendix 14 of the Listing Rules, any further appointment of an independent non-executive director serving more than 9 years should be subject to a separate resolution to be approved by shareholders. Mr. Ting has served on the Board for more than 9 years. The Company has received from Mr. Ting the annual confirmation of his independence according to rule 3.13 of the Listing Rules and the Board is satisfied that he remains independent with reference to the guidelines set out therein. With his extensive experience as a director of other listed companies and expertise in the accounting sector as a certified public accountant, as well as his in-depth understanding of the Company's operations and business, Mr. Ting has exercised independent judgement and provided objective advice to the Company throughout his directorship in the Company in the past years. The Board considers that the long service of Mr. Ting would not affect his continuous exercise of independent judgement, and is satisfied that Mr. Ting has the required character, integrity, knowledge, skills and experience to continue to discharge his duties as an independent non-executive Director. The Board believes that his re-election as an independent non-executive Director is in the best interests of the Company and the Shareholders as a whole, and therefore recommends the Shareholders to re-elect Mr. Ting as an independent non-executive Director. A separate resolution will be proposed for the reelection of Mr. Ting at the Annual General Meeting.

- 5 -

LETTER FROM THE BOARD

As at the Latest Practicable Date, Mr. Ting was holding directorships in eight listed companies as a non-executive director or an independent non-executive director. He is not involved in the day-to-day operations and management of the businesses in all such positions. He has disclosed to the Company annually the number and nature of offices he held in public companies and his other major appointments, and the time involved in each of such positions. As a professional, he is competent at time management and has sound knowledge and skills to effectively handle all those positions. The Board considers that Mr. Ting is able to continue to devote sufficient time to his duties as a member of the Board.

ACTIONS TO BE TAKEN

Set out on pages 14 to 18 of this circular is a notice convening the Annual General Meeting at which ordinary resolutions will be proposed to approve, among other matters, the following:

  1. the proposed grant of the General Mandate, Repurchase Mandate and Extension Mandate; and
  2. the proposed re-election of Directors.

Whether or not you are able to attend the Annual General Meeting in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the AGM (i.e., at or before 4:00 p.m. on Wednesday, 9 June 2021 (Hong Kong time)) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

VOTING AT THE ANNUAL GENERAL MEETING

All resolutions at the Annual General Meeting shall be conducted by way of poll, and the results of the Annual General Meeting will be announced by the Company in compliance with the Listing Rules.

RECOMMENDATIONS

The Board considers that the ordinary resolutions in respect of the proposed grant of the General Mandate, Repurchase Mandate and Extension Mandate and the proposed re-election of Directors to be proposed at the Annual General Meeting are in the best interests of the Company and the Shareholders as a whole and recommends the Shareholders to vote in favour of such resolutions at the Annual General Meeting.

- 6 -

LETTER FROM THE BOARD

GENERAL INFORMATION

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

MISCELLANEOUS

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

Yours faithfully,

By order of the Board

China SCE Group Holdings Limited

Wong Chiu Yeung

Chairman

- 7 -

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide the Shareholders with all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the ordinary resolution to approve the grant of the Repurchase Mandate to the Directors.

1. LISTING RULES RELATING TO THE REPURCHASE OF SHARES

The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their securities on the Stock Exchange and any other stock exchange on which securities of the company are listed and such exchange is recognised by the Securities and Futures Commission of Hong Kong subject to certain restrictions. Among such restrictions, the Listing Rules provide that the shares of such company must be fully paid up and all repurchases of shares by such company must be approved in advance by an ordinary resolution of shareholders, either by way of a general mandate or by specific approval of a particular transaction.

2. SHARE CAPITAL

As at the Latest Practicable Date, there were a total of 4,222,133,380 Shares in issue.

The Repurchase Mandate will enable the Directors to repurchase the Shares on the Stock Exchange up to a maximum of 10% of the issued shares of the Company on the date of passing the relevant ordinary resolution on the Annual General Meeting. Subject to the passing of the proposed resolution granting the Repurchase Mandate and assuming that no Shares will be issued or repurchased prior to the Annual General Meeting, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 422,213,338 Shares.

3. REASONS FOR REPURCHASES

The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders as a whole. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/ or earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole.

4. FUNDING OF REPURCHASES

Repurchases made pursuant to the Repurchase Mandate would be funded out of funds legally available for the purpose in accordance with the Company's memorandum of association, the Articles of Association, the Companies Act, other applicable laws of the Cayman Islands and the Listing Rules. A listed company may not repurchase its own securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange. Under the Companies Act, repurchases by the Company may only be made out of the profits of the Company or out of the proceeds of a fresh issue of Shares made for the purpose, or, if so authorised by the Articles of Association and subject to the provisions of the Companies Act, out of capital. Any premium payable on a redemption or purchase over the par value of the Shares to be purchased must be provided for out of profits of the Company or out of the Company's share premium account, or, if so authorised by the Articles of Association and subject to the provisions of the Companies Act, out of capital.

- 8 -

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

5. GENERAL

There might be a material adverse impact on the working capital and/or gearing position of the Company as compared with the position disclosed in the most recent published audited accounts, in the event that the Repurchase Mandate were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing position of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

6. SHARE PRICES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange in each of the twelve calendar months immediately preceding (and including) the Latest Practicable Date are as follows:

Highest

Lowest

HK$

HK$

2020

April

3.64

3.21

May

3.61

3.14

June

3.67

3.28

July

4.17

3.47

August

4.38

3.47

September

4.07

3.40

October

3.71

3.31

November

3.64

3.34

December

3.58

3.10

2021

January

3.36

2.90

February

3.45

2.86

March

3.68

3.14

April (up to the Latest Practicable Date)

3.69

3.55

7. UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the power of the Company to make repurchases under the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of Cayman Islands and in accordance with the regulations set out in the memorandum of association of the Company and the Articles of Association.

8. CONNECTED PERSON

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates (as defined in the Listing Rules), have any present intention to sell any Shares to the Company under the Repurchase Mandate if the same is approved by the Shareholders. No connected person (as defined in the Listing Rules) of the Company has

- 9 -

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

notified the Company that he/she/it has a present intention to sell Shares to the Company, or has any such connected person undertaken not to do so, in the event that the grant of Repurchase Mandate to the Directors is approved by the Shareholders.

9. THE TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING

If on exercise of the powers of repurchase pursuant to the Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such an increase will be treated as an acquisition of voting rights under Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert (as defined in the Takeovers Code) could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

On the basis of the interests in the Shares held by Mr. Wong Chiu Yeung through his controlled corporations, namely, Newup Holdings Limited (''Newup''), East Waves Investments Limited (''East Waves'') and Keen Century Investments Limited (''Keen Century'', and together with Newup and East Waves, the ''Controlled Corporations''), as at the Latest Practicable Date as set forth below, and on the assumption that (1) no Shares will be issued or repurchased such that there will be no change in the issued share capital of the Company prior to any repurchase of Shares; and (2) Mr. Wong Chiu Yeung and the Controlled Corporations will not dispose of his/its Shares nor acquire additional Shares prior to any repurchase of Shares, Mr. Wong Chiu Yeung and the Controlled Corporations will not be obliged to make a mandatory offer under Rule 26 of the Takeovers Code if the Repurchase Mandate is exercised in full.

Approximate

Approximate

percentage of

percentage of

Number of

existing

shareholding if

Shares held as

shareholding as

the Repurchase

at the Latest

at the Latest

Mandate is

Name

Practicable Date

Practicable Date

exercised in full

Mr. Wong Chiu Yeung (Note)

2,113,000,000

50.05%

55.61%

Note: These 2,113,000,000 Shares comprised 1,652,540,000 Shares registered under the name of Newup, 230,230,000 Shares registered under the name of East Waves and 230,230,000 Shares registered under the name of Keen Century. The issued share capital of each of Newup, East Waves and Keen Century was wholly owned by Mr. Wong Chiu Yeung as at the Latest Practicable Date.

The Directors have no intention to exercise the Repurchase Mandate to an extent that will give rise to any such obligation. Save as aforesaid, the Directors are not aware of any consequence which would arise under the Takeovers Code as a consequence of any repurchase pursuant to the Repurchase Mandate.

The Directors have no intention to exercise the Repurchase Mandate to such an extent that will result in the number of Shares in the hands of the public (as defined in the Listing Rules) falling below the prescribed minimum percentage of 25%.

10. SHARE REPURCHASE MADE BY THE COMPANY

The Company has not purchased any of the Shares (whether on the Stock Exchange or otherwise) in the six months immediately preceding the Latest Practicable Date.

- 10 -

APPENDIX II DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

The following sets out the biographical information of the Directors eligible for reelection at the Annual General Meeting:

Executive Directors

Chen Yuanlai (陳元來), aged 54, is one of the founders of the Group and the vice chairman of the Board of the Company. Mr. Chen was appointed as an executive Director on 12 August 2009 and is also the director of certain subsidiaries of the Company established in the PRC, Hong Kong and the British Virgin Islands. Mr. Chen is responsible for formulating business development strategies for the Group. Since his involvement in the development of the Group's first project in 1996, he has been involved in all of the projects developed by the Group thereafter, and has about 25 years of experience in real estate development. Mr. Chen also has extensive experience in investment management and project management through his involvement in all of the projects developed by the Group. Mr. Chen completed the Executive Management course in Business Administration of Commercial Real Estate Development and Funding, a one-year programme offered by the School of Professional and Continuing Education of The University of Hong Kong and Fudan University, Shanghai, in May 2008. Mr. Chen has completed an Executive Master of Business Administration programme in Xiamen University. Mr. Chen has not at any time during the three years preceding the Latest Practicable Date served nor is currently serving as a director of any other listed companies in Hong Kong or overseas.

Mr. Chen has entered into a service contract with the Company for a term of three years commencing from 5 February 2010 which is renewable automatically upon the expiry of the then current term of appointment, subject to termination by either party giving not less than three months' written notice.

As at the Latest Practicable Date, Mr. Chen was entitled to an annual remuneration of HK$1,512,000 which, pursuant to the terms of the service contract, was subject to annual review and approval by the disinterested Board. Besides, upon completion of each year of service, he shall be entitled to a discretionary management bonus to be determined by the disinterested Board (or its committee) with reference to his performance and the performance of the Group during the relevant financial year. The emolument of Mr. Chen is determined by the Board with reference to his duties, responsibilities, performance and the results of the Group.

As at the Latest Practicable Date, Mr. Chen was interested in 250,230,000 Shares, including 20,000,000 issued Shares registered in the name of Mr. Chen, 230,230,000 issued Shares registered in the name of Rising Trade Holdings Limited, the entire issued share capital of which was owned by Mr. Chen. Save as disclosed herein, Mr. Chen did not have any interests in the Shares of the Company within the meaning of Part XV of the SFO, nor was he related to any other Directors, senior management or substantial or controlling shareholders (as defined in the Listing Rules) of the Company as at the Latest Practicable Date.

Save as disclosed above, there is no information which is required to be disclosed pursuant to any of the requirements of rule 13.51(2) of the Listing Rules in connection with the re-election of Mr. Chen.

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APPENDIX II DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

There is no other matter concerning the re-election of Mr. Chen that needs to be brought to the attention of the Shareholders.

Huang Youquan (黃攸權), aged 52, is an executive Director and an executive president of the Company. Mr. Huang was appointed as an executive Director on 1 May 2011 and was appointed as the chairman of the corporate governance committee of the Board with effect from 1 January 2017. He is also the director of certain subsidiaries of the Company established in the PRC and Hong Kong. Mr. Huang is responsible for the financial management of the Group. Before joining the Group in 2003, Mr. Huang was the audit manager and assistant to the head of the Xiamen office of Fujian Hongshen Accounting Firm (福建弘審會計師事務所有 限公司廈門分公司). Mr. Huang graduated from the Department of Mathematics of Xiamen University with a Bachelor's degree in Science in 1991. Mr. Huang is a PRC Certified Public Accountant and a member of the Fujian Institute of Certified Public Accountants. Mr. Huang has completed an Executive Master of Business Administration programme in Xiamen University. Mr. Huang has not at any time during the three years preceding the Latest Practicable Date served nor is currently serving as a director of any other listed companies in Hong Kong or overseas.

Mr. Huang has entered into a service contract with the Company for a term from 1 May 2011 to 4 February 2013 which is renewable automatically upon the expiry of the then current term of appointment, subject to termination by either party giving not less than three months' written notice.

As at the Latest Practicable Date, Mr. Huang was entitled to an annual remuneration of HK$1,512,000 which, pursuant to the terms of the service contract, was subject to annual review and approval by the disinterested Board. Besides, upon completion of each year of services, he shall be entitled to a discretionary management bonus to be determined by the disinterested Board (or its committee) with reference to his performance and the performance of the Group during the relevant financial year. The emolument of Mr. Huang is determined by the Board with reference to his duties, responsibilities, performance and the results of the Group.

As at the Latest Practicable Date, Mr. Huang held 16,000,000 share options of the Company. Save as disclosed herein, Mr. Huang did not have any interest in the Shares of the Company within the meaning of Part XV of the SFO, nor was he related to any Director, member of the senior management, substantial or controlling shareholder (as defined in the Listing Rules) of the Company as at the Latest Practicable Date.

Save as disclosed above, there is no information which is required to be disclosed pursuant to any of the requirements of rule 13.51(2) of the Listing Rules in connection with the re-election of Mr. Huang.

There is no other matter concerning the re-election of Mr. Huang that needs to be brought to the attention of the Shareholders.

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APPENDIX II DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Independent Non-executive Director

Ting Leung Huel Stephen (丁良輝), aged 67, MH, FCCA, FCPA (Practising), CTA (HK), ACA, FHKIoD, was appointed as an independent non-executive Director of the Company on 6 January 2010 and is also the chairman of the audit committee of the Board, and a member of each of the Remuneration Committee and the Corporate Governance Committee of the Board. Mr. Ting is an accountant in public practice and has more than 30 years of experience in this field. Currently, he is a partner of Ting Ho Kwan & Chan, Certified Public Accountants (Practising). Mr. Ting is currently a non-executive director of Chow Sang Sang Holdings International Limited (0116), a company listed on the Main Board of the Stock Exchange and an independent non-executive director of six other companies listed on the Main Board of the Stock Exchange, namely Tong Ren Tang Technologies Co. Ltd. (1666), Tongda Group Holdings Limited (0698), New Silkroad Culturaltainment Limited (0472), Computer And Technologies Holdings Limited (0046), Texhong Textile Group Limited (2678) and Dongyue Group Limited (0189). Save as disclosed above, Mr. Ting has not at any time during the three years preceding the Latest Practicable Date served nor is currently serving as a director of any other listed companies in Hong Kong or overseas.

Mr. Ting has entered into a letter of appointment with the Company on 6 January 2013 for a term of three years from 6 January 2013 to 5 January 2016, which is renewable automatically thereafter for successive term of one year each commencing on the day after the expiry of the then current term of appointment, subject to termination by either party by giving not less than two months' written notice and the retirement by rotation requirement in accordance with the Articles of Association and the Listing Rules.

As at the Latest Practicable Date, Mr. Ting was entitled to an annual director's fee of HK$336,000 pursuant to the letter of appointment. The director's fee of Mr. Ting has been determined by the Board with reference to his duties and responsibilities.

As at the Latest Practicable Date, Mr. Ting did not have any interest in the Shares within the meaning of Part XV of the SFO, nor was Mr. Ting related to any Director, member of the senior management, or substantial or controlling shareholder (as defined in the Listing Rules) of the Company.

Save as disclosed above, there is no information which is required to be disclosed pursuant to any of the requirements of rule 13.51(2) of the Listing Rules in connection with the re-election of Mr. Ting.

There is no other matter concerning the re-election of Mr. Ting that needs to be brought to the attention of the Shareholders.

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NOTICE OF ANNUAL GENERAL MEETING

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of China SCE Group Holdings Limited (the ''Company'') will be held at R2, United Conference Centre, 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong on Friday, 11 June 2021 at 4:00 p.m. to consider, and if thought fit, transact the following ordinary business:

  1. to receive and approve the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors (the ''Directors'') and auditors (the ''Auditors'') of the Company for the year ended 31 December 2020;
  2. to declare a final dividend for the year ended 31 December 2020;
  3. to consider the re-election of the retiring directors of the Company, each as separate resolution, and to authorise the board (the ''Board'') of Directors to fix the remuneration of the Directors;
  4. to consider the re-appointment of Ernst & Young as the Auditors for the year ending 31 December 2021 and to authorise the Board to fix their remuneration;

and, to consider and, if thought fit, pass the following resolutions as ordinary resolutions (with or without modifications):

5. ''THAT:

  1. subject to paragraph (c) below, pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and all other applicable laws, the exercise by the directors of the Company (the ''Directors'') during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot, issue and deal with additional shares (the ''Shares'') of HK$0.10 each in the share capital of the Company, and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;
  2. the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers after the end of the Relevant Period;

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NOTICE OF ANNUAL GENERAL MEETING

  1. the total number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to:
    1. a Rights Issue (as hereinafter defined in paragraph (d) below);
    2. the exercise of options granted under any share option scheme or similar arrangement for the time being adopted by the Company from time to time;
    3. any scrip divided or similar arrangements providing for allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association (the ''Articles of Association'') of the Company and other relevant regulations in force from time to time; or
    4. any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares;

shall not exceed 20% of the total number of issued shares of the Company as at the date of passing of this resolution, and the said approval shall be limited accordingly; and

  1. for the purpose of this resolution, the ''Relevant Period'' means the period from the date of passing of this resolution until whichever is the earliest of:
    1. the conclusion of the next annual general meeting of the Company;
    2. the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable law of the Cayman Islands to be held; and
    3. the date on which such mandate granted under this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.

''Rights Issue'' means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to the holders of Shares or any class of Shares whose names appear on the registers of members of the Company on a fixed record date in proportion to their then holdings of such Shares as at that date (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company).''

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NOTICE OF ANNUAL GENERAL MEETING

6. ''THAT:

  1. subject to paragraph (b) below, the exercise by the directors of the Company (the ''Directors'') during the Relevant Period (as defined in paragraph (c) below) of all the powers of the Company to repurchase the shares (the ''Shares'') of HK$0.10 each in the share capital of the Company on The Stock Exchange of Hong Kong Limited (the ''Stock Exchange'') or any other stock exchange on which Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong (the ''SFC'') and the Stock Exchange for such purpose, and subject to and in accordance with the rules and regulations of the SFC, the Stock Exchange, the Companies Act, Cap. 22 (Act 3 of 1961, as consolidated and revised) of the Cayman Islands and all other applicable laws as amended from time to time in this regard, be and is hereby generally and unconditionally approved;
  2. the total number of Shares which may be repurchased or agreed to be repurchased by the Company pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution, and the said approval shall be limited accordingly; and
  3. for the purpose of this resolution, the ''Relevant Period'' means the period from the date of passing of this resolution until whichever is the earliest of:
    1. the conclusion of the next annual general meeting of the Company;
    2. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any other applicable law of the Cayman Islands to be held; and
    3. the date on which such mandate granted under this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.''

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NOTICE OF ANNUAL GENERAL MEETING

7. ''THAT conditional upon resolutions numbered 5 and 6 above being passed, the unconditional general mandate granted to the directors of the Company to allot, issue and deal with additional shares of the Company pursuant to resolution numbered 5 above be and it is hereby extended by the addition thereto of the number of shares of the Company repurchased by the Company under the authority granted pursuant to resolution numbered 6 above, provided that such number of shares of the Company shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of resolution numbered 6 above.''

Yours faithfully,

By order of the Board

China SCE Group Holdings Limited

Wong Chiu Yeung

Chairman

Hong Kong, 9 April 2021

Place of business in Hong Kong:

Room 2801, Hysan Place

500 Hennessy Road

Causeway Bay

Hong Kong

Notes:

  1. A member of the Company entitled to attend and vote at the meeting (the ''Meeting'') above is entitled to appoint in written form one or, if he is the holder of two or more shares (''Shares'') of the Company, more proxies to attend and vote instead of him. A proxy need not be a member of the Company.
  2. In the case of joint holders of a Share, any one of such joint holders may vote, either in person or by proxy, in respect of such a Share as if he/she/it were solely entitled thereto, but if more than one of such joint holders are present at the Meeting personally or by proxy, that one of the said persons so present whose name stands first in the register in respect of such a share shall alone be entitled to vote in respect thereof.
  3. In order to be valid, the form of proxy must 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, and must be deposited with the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, (together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof) not less than 48 hours before the time appointed for the holding of the Meeting (i.e. by 4:00 p.m. on Wednesday, 9 June 2021 (Hong Kong time)) or any adjournment thereof.
  4. For the purpose of determining members who are qualified for attending the Meeting, the register of members of the Company will be closed from Tuesday, 8 June 2021 to Friday, 11 June 2021 (both days inclusive), during which no transfer of the Shares will be effected. In order to qualify for attending the Meeting, all transfers documents accompanied by the relevant share certificates must be lodged with the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited at shops 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, by no later than 4:30 p.m. on Monday, 7 June 2021.

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NOTICE OF ANNUAL GENERAL MEETING

  1. For the purpose of determining members who are qualified for the proposed final dividend, conditional on the passing of resolution numbered 2 set out in this notice, the register of members of the Company will be closed from Tuesday, 29 June 2021 to Wednesday, 30 June 2021, during which no transfer of the Shares will be effected. In order to qualify for the proposed final dividend, all transfers documents accompanied by the relevant share certificates must be lodged with the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited at shops 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, by no later than 4:30 p.m. on Monday, 28 June 2021.
  2. Delivery of an instrument appointing a proxy should not preclude a member from attending and voting in person at the Meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.
  3. In relation to resolutions numbered 5 and 7 above, approval is being sought from the shareholders of the Company for the grant to the Directors of a general mandate to authorise the allotment and issue of Shares. The Directors have no immediate plans to issue any new Shares other than Shares which may fall to be issued under the share option scheme of the Company or any scrip dividend scheme which may be approved by the shareholders of the Company.
  4. In relation to resolution numbered 6 above, the Directors wish to state that they will exercise the powers conferred thereby to purchase Shares in circumstances which they deem appropriate for the benefit of the Shareholders.
  5. All times and dates specified herein refer to Hong Kong local times and dates.

As at the date of this notice, the Board comprises five executive Directors, namely Mr. Wong Chiu Yeung, Mr. Chen Yuanlai, Mr. Cheng Hiu Lok, Mr. Huang Youquan and Mr. Wong Lun; and three independent non-executive Directors, namely Mr. Ting Leung Huel Stephen, Mr. Lu Hong Te and Mr. Dai Yiyi.

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China SCE Property Holdings Ltd. published this content on 11 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 April 2021 10:20:06 UTC.