Shougang Concord Cen : Procedures for members / shareholders to propose a person for election as a director of the Company (in PDF)

SHOUGANG CONCORD CENTURY HOLDINGS LIMITED ("Shougang Century"/ the "Company") SHAREHOLDER' RIGHTS

Shougang Century has only one class of shares, all shares have the same voting rights and are entitled to the dividends declared. The articles of association of the Company (the "Articles") set out the rights of our shareholders.

Procedures for members / shareholders to propose a person for election as a director of the Company

Pursuant to Article 93 of the Articles, if a member / shareholder wishes to appoint a person other than a retiring Director, shall, unless recommended by the Board for election, be eligible for election to the office of Director at any general meeting, unless notice in writing of the intention to propose that person for election as a Director and notice in writing by that person of his willingness to be elected shall have been lodged at the registered office of the Company for the attention of the Company Secretary at least seven (7) days before the date of the general meeting.
The minimum length of the period during which such notices are given shall be at least seven (7) days and the period for lodgment of such notices shall commence no earlier than the day after the dispatch of the notice of the general meeting appointed for such election and end no later than seven (7) days prior to the date of such general meeting.
Accordingly, the relevant procedures are set out hereunder:
The written notice shall be addressed to the Company Secretary at the registered office of the Company at 5/F., Bank of East Asia Harbour View Centre, 51-57 Gloucester Road, Hong Kong together with the following documents and information:-
(a) as to each proposed nominated candidate
(1) a notice executed by the nominated candidate's willingness to be appointed together with the candidate's information as follows:
(i) the full name, age, nationality, business address and residential address of the nominated candidate;
(ii) positions held with the Company and/or other members of the Company's
group of companies (if any);

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(iii) experience including (a) other directorships held in the past 3 years in public companies of which the securities are listed on any securities market in Hong Kong and overseas, and (b) other major appointments and professional qualifications;
(iv) current employment and such other information (which may include business experience and academic qualifications) of which members / shareholders should be aware of, pertaining to the ability or integrity of the nominated candidate;
(v) length or proposed length of service with the Company;
(vi) relationships with any Directors, senior management, substantial shareholders or controlling shareholders (as defined in the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the "Stock Exchange") (the "Listing Rules")) of the Company, or an appropriate negative statement;
(vii) interests in Shares within the meaning of Part XV of the Securities and
Futures Ordinance, or an appropriate negative statement;
(viii) a declaration made by the nominated candidate in respect of the information required to be disclosed pursuant to Rule 13.51(2)(h) to (w) of the Listing Rules, or an appropriate negative statement to that effect where there is no information to be disclosed pursuant to any of such requirements nor there are any other matters relating to that nominated candidate's standing for election as a Director that should be brought to shareholders'/ members' attention;
(ix) contact details;
(2) the nominated candidate's written consent to the publication of his/her personal data; (3) certified true copy of the Hong Kong identification card or passport of the nominated
candidate.
(b) as to the member / shareholder giving the written notice:
(1) the full name and record address of such member / shareholder, as they appear on the
Company's books;
(2) the class and number of shares or underlying shares of the Company which are owned beneficially by the member / shareholder;
(3) a representation that such member / shareholder intends to appear in person or by proxy at the meeting to nominate the persons named in the written notice;

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(4) any other information relating to the member / shareholder that would like to be brought to the attention of the members / shareholders and the Stock Exchange; and
(5) the written notice must be signed by (i) member / shareholder, or if the member / shareholder is a corporation, either under its common seal or under the hand of an officer or attorney so authorised.
The Company may also require any proposed nominated candidate to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominated candidate to serve as an independent non-executive Director.
The Board will then propose such proposed nominated candidate for election as a Director at the general meeting provided that all aforesaid the documents are validly served.

Shougang Concord Century Holdings Limited

22 March 2012

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