Shougang Concord Grand : PROPOSALS FOR GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

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

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

首 長 四 方（ 集 團 ）有 限 公 司 *

SHOUGANG CONCORD GRAND (GROUP) LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 730)

PROPOSALS FOR

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice of annual general meeting of Shougang Concord Grand (Group) Limited to be held at 3:00 p.m. on Tuesday, 18 May 2021 at 7th Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong is set out on pages 14 to 18 of this circular. Whether or not you are able to attend the meeting, please complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrar and transfer office of the Company, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as practicable and in any event not later than 48 hours before the time appointed for holding the meeting (i.e., at or before 3:00 p.m. on Friday, 14 May 2021 (Hong Kong Time)), or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjourned meeting (as the case may be) should you so wish.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

Please see page 1 of this circular for measures to be taken at the Annual General Meeting in trying to prevent and control the spread of 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 venue of the Annual General Meeting. 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 Annual General Meeting as their proxy instead of attending the Annual General Meeting in person.

* For identification purpose only

13 April 2021

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

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

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 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 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 Shareholders' rights. Completion and return of the proxy form will not preclude the Shareholders from attending and voting in person at the Annual General Meeting or any adjournment thereof should they subsequently so wish.

PRECAUTIONARY MEASURES AT THE ANNUAL GENERAL MEETING

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

1. compulsory body temperature checks will be conducted on every attendee at the entrance of the venue of the Annual General Meeting. Any person with a body temperature of over 37.5 degrees Celsius may be denied entry into the venue of the Annual General Meeting;
2. every attendee will be required to wear a surgical face mask throughout the Annual General Meeting. Please note that no masks will be provided at the venue of the Annual General Meeting and attendees should bring and wear their own masks;
3. seating at the Annual General Meeting will be arranged to ensure adequate physical distancing between participants so as to reduce interaction between them; and
4. no refreshments will be served.

If any Shareholder chooses not to attend the Annual General Meeting 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 our registered office. If any Shareholder has any questions relating to the Annual General Meeting, please contact Tricor Tengis Limited, the Company's Hong Kong branch share registrar and transfer office, the details of which are as follows:

Tricor Tengis Limited

Level 54, Hopewell Centre

183 Queen's Road East

Hong Kong

Email: [e-mail]

Telephone: [phone]

Facsimile: 2810 8185

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DEFINITIONS

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

"Annual General Meeting"	the annual general meeting of the Company to be held at 3:00
	p.m. on Tuesday, 18 May 2021 at 7th Floor, Bank of East Asia
	Harbour View Centre, 56 Gloucester Road, Wanchai, Hong
	Kong or any adjournment thereof
"Audit Committee"	the audit committee of the Board
"Board"	the board of Directors
"close associate(s)"	has the same meaning as ascribed to it under the Listing Rules
"Companies Act"	the Companies Act 1981 of Bermuda, as amended from time to
	time
"Companies Ordinance"	the Companies Ordinance (Chapter 622 of the Laws of Hong
	Kong), as amended from time to time
"Company"	Shougang Concord Grand (Group) Limited, a company
	incorporated in Bermuda with limited liability, the shares of
	which are listed on the main board of the Stock Exchange
"controlling shareholder"	has the same meaning as ascribed to it under the Listing Rules
"core connected person"	has the same meaning as ascribed to it under the Listing Rules
"Director(s)"	the director(s) of the Company
"Executive Committee"	the executive committee of the Board, which was established
	in September 2005
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"Latest Practicable Date"	7 April 2021, being the latest practicable date prior to the
	printing of this circular for the purpose of ascertaining certain
	information contained herein
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange and any amendments thereto
"Nomination Committee"	the nomination committee of the Board, which was established
	in September 2005

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	DEFINITIONS
"PRC"	the People's Republic of China but excluding, for the purpose
	of this circular, Hong Kong, the Macao Special Administrative
	Region of the PRC and Taiwan
"Remuneration Committee"	the remuneration committee of the Board, which was
	established in September 2005
"SFO"	Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong)
"Share(s)"	the ordinary share(s) of HK$0.01 each in the share capital of
	the Company
"Shareholder(s)"	the holder(s) of the Shares
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Subsidiary(ies)"	subsidiary(ies) for the time being of the Company within the
	meaning of the Companies Ordinance or the Companies Act
"Takeovers Code"	Code on Takeovers and Mergers
"%"	per cent.

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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:	Registered Office:
Xu Liang (Chairman)	Victoria Place, 5th Floor
Tian Gang (Executive Director)	31 Victoria Street
Huang Donglin (Non-executive Director)	Hamilton HM 10
Zhang Jianxun (Non-executive Director)	Bermuda
Tam King Ching, Kenny
(Independent Non-executive Director)	Principal Office in Hong Kong:
Zhang Xingyu	5th Floor
(Independent Non-executive Director)	Bank of East Asia Harbour View Centre
Ng Man Fung, Walter	56 Gloucester Road
(Independent Non-executive Director)	Wanchai
On Danita	Hong Kong
(Independent Non-executive Director)
	13 April 2021
To the Shareholders
Dear Sir or Madam,

PROPOSALS FOR

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with details regarding the proposals for

1. granting of general mandates to the Directors to issue and repurchase the Shares; and (ii) re-election of retiring Directors, and to give the Shareholders notice of the Annual General Meeting. Such proposals will be dealt at the Annual General Meeting.

• For identification purpose only

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LETTER FROM THE BOARD

1. GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

At the Annual General Meeting, separate ordinary resolutions will be proposed to renew the general mandates given to the Directors (i) to allot, issue and otherwise deal with Shares not exceeding in aggregate 20% of the aggregate nominal amount of the share capital of the Company in issue at the date of passing of such resolution; (ii) to repurchase Shares comprising the aggregate nominal amount of which does not exceed 10% of the aggregate nominal amount of the issued share capital of the Company at the date of passing of such resolution; and (iii) to add the aggregate nominal amount of the Shares repurchased by the Company to the general mandate to the Directors to allot new Shares of up to 20% of the issued share capital of the Company.

The mandates to issue and repurchase Shares granted at the annual general meeting held on 21 May 2020 will lapse at the conclusion of the Annual General Meeting. Resolutions Nos. 4 to 6 set out in the notice of Annual General Meeting will be proposed at the Annual General Meeting to renew these mandates. With reference to these resolutions, the Directors wish to state that they have no present intention to repurchase any Shares or to issue any new Shares pursuant to the relevant mandates.

Based on 3,984,639,703 Shares in issue as at the Latest Practicable Date and assuming that no further Shares are repurchased or issued prior to the Annual General Meeting, subject to the passing of the relevant ordinary resolutions to approve the mandate to issue Shares at the Annual General Meeting, the Directors will be authorised to allot and issue up to a limit of 796,927,940 Shares under the general mandate to issue Shares.

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

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

1. RE-ELECTIONOF RETIRING DIRECTORS

In accordance with clause 99 and 102(B) of the bye-laws of the Company, each of Mr. Huang Donglin, Mr. Zhang Xingyu, Mr. Tian Gang, Mr. Zhang Jianxun, Mr. Ng Man Fung, Walter and Ms. On Danita, will retire and, being eligible, offers themselves for re-election at the Annual General Meeting.

Upon consultation with the relevant departments of the Company and review on the criteria for being a director of the Company, the Nomination Committee has extensively recruited candidates for election as a director and collected the information about the initial candidates, such as professions, academic qualification, position, work experience and all other concurrent employment. With the candidates' consent to nomination, the Nomination Committee convened a meeting for considering the qualification of the initial candidates according to the criteria for being a director, then the recommendation and relevant materials of the director candidates were submitted to the Board.

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LETTER FROM THE BOARD

Details of the retiring Directors proposed to be re-elected at the Annual General Meeting are set out as follows:

Mr. Huang Donglin, aged 60, holds an executive master of business administration from Shanghai Jiao Tong University and a doctor's degree from United Business Institutes in Belgium. Mr. Huang was appointed as a Non-executive Director of the Company in May 2018 and is a member of each of the Remuneration Committee and the Nomination Committee, he was also appointed as a member of the Audit Committee in March 2021. Mr. Huang held positions in The People's Bank of China, Industrial and Commercial Bank of China and Bank of China. Mr. Huang has worked in the finance industry for over thirty years and led the equity reorganization and restructuring of a number of domestic companies. He has extensive experience in finance, and has been engaged in relevant enterprise management and diagnosis for a long time.

An engagement letter was entered into with Mr. Huang for a term of three years commencing on 18 May 2018. Under the engagement letter, Mr. Huang is entitled to a director's fee as may be determined by the Board from time to time. For financial year 2020, the monthly director's fee of Mr. Huang is HK$15,833. From March 2021, Mr. Huang's monthly director's fee has been adjusted to HK$20,000. Such director's fee was determined by the Board with reference to Mr. Huang's experience and duties as well as the then prevailing market conditions.

As at the Latest Practicable Date and within the meaning of Part XV of the SFO, Mr. Huang does not have any interests in the shares of the Company.

In relation to the proposed re-election of Mr. Huang as a Director, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under Rules 13.51(2)(h) to (v) of the Listing Rules, and there is no other matter that needs to be brought to the attention of the Shareholders.

Mr. Zhang Xingyu, aged 36, holds a bachelor degree of management from China Youth University of Political Studies and master degree of economics from Renmin University of China. Mr. Zhang was appointed as an Independent Non-executive Director of the Company in March 2020 and is the member of each of the Audit Committee, the Remuneration Committee and the Nomination Committee. Mr. Zhang currently serves as the chief strategy officer of Gaoteng Global Asset Management Limited. He had served as the project manager in China Electric Import and Export Co., Ltd., the department cadre and confidential secretary of main leader of National Council for Social Security Fund and the vice president and the special assistant to the chairman of Shanghai Zhaogang Netcom Corporation Limited. Mr. Zhang has extensive experience in government affairs, assets management and corporate financing etc.

An engagement letter was entered into with Mr. Zhang for a term of three years commencing on 20 March 2020. Under the engagement letter, Mr. Zhang is entitled to a director's fee as may be determined by the Board from time to time. For the financial years 2020 and 2021, the monthly director's fee of Mr. Zhang is HK$20,000. Such director's fee was determined by the Board with reference to Mr. Zhang's experience and duties as well as the then prevailing market conditions.

As at the Latest Practicable Date and within the meaning of Part XV of the SFO, Mr. Zhang does not have any interests in the shares of the Company.

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LETTER FROM THE BOARD

In relation to the proposed re-election of Mr. Zhang as a Director, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under Rules 13.51(2)(h) to (v) of the Listing Rules, and there is no other matter that needs to be brought to the attention of the Shareholders.

Mr. Tian Gang, aged 52, obtained a postgraduate degree (on-the-job) from the Party School of the Central Committee of the Chinese Communist Party. Mr. Tian was appointed as an Executive Director of the Company in March 2021 and is a member of Executive Committee. Mr. Tian joined the Company in July 2017 and is currently the deputy general manager of the Company and the managing director of South China International Leasing Co., Ltd., a non-wholly owned subsidiary of the Company. Mr. Tian worked at China Construction Bank Beijing Branch from August 1990 to July 2017. He successively served as branch accountant, deputy director and director of the business department, manager of the real estate credit department, director of the company and institutional business center, assistant to the president and branch president. Mr. Tian has worked in the financial field for more than 30 years and has extensive experience in the financial industry.

A service agreement was entered into between Mr. Tian and a wholly-owned subsidiary of the Company for a term of three years commencing on 24 March 2021. Under the service agreement, Mr. Tian is entitled to a salary and discretionary bonus as may be determined by the Board or its delegated committee(s) from time to time. For the financial year 2021, Mr. Tian's monthly salary is HK$120,000. Such salary was determined by the Remuneration Committee with reference to Mr. Tian's experience and duties as well as the then prevailing market conditions.

As at the Latest Practicable Date and within the meaning of Part XV of the SFO, Mr. Tian had a beneficial interests of 1,685,000 shares of the Company.

In relation to the proposed re-election of Mr. Tian as a Director, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under Rules 13.51(2)(h) to (v) of the Listing Rules, and there is no other matter that needs to be brought to the attention of the Shareholders.

Mr. Zhang Jianxun, aged 41, holds a master degree of engineering from Tianjin University and a master degree of science from the University of Leeds. Mr. Zhang was appointed as a Non-executive Director of the Company in March 2021. Mr. Zhang is currently the managing director of Beijing Shougang Fund Co., Ltd.* (北京首鋼基金有限公司, "Shougang Fund"), the chairman and general manager of Jingxi Holdings Co., Ltd. ("Jingxi Holdings"), and the director of Beijing Shougang Langze New Energy Technology Co., Ltd. ("Beijing Shougang Langze"). Shougang Fund, Jingxi Holdings and Beijing Shougang Langze are the substantial shareholders of the Company within the meaning of Part XV of the SFO, while Shougang Group Co., Ltd ("Shougang Group") is the holding company of Shougang Fund, Shougang Fund is the holding company of Jingxi Holdings and Beijing Shougang Langze is owned as to 45.98% by Shougang Group. Mr. Zhang had served as the deputy general manager of Beijing E-Town International Investment & Development Co., Ltd., the chairman of Beijing E-Town International Industrial Investment Management Co., Ltd., and the general manager of Cultural Investment Holdings Co., Ltd. (stock code: SH600715, formerly named as Song Liao Automotive Co., Ltd.), the shares of which are listed on the Shanghai Stock Exchange, the director of China Integrated Circuit Industry Investment Fund Co., Ltd., the director of AVIC Automotive Systems Holdings Co., Ltd., the director of Nexteer Automotive Group Limited (stock code: 1316), the shares of which are listed on the main board of the Stock Exchange, the director of Beijing Sicheng Semiconductor Co., Ltd.* (北京矽成半導體有限公司) and the director of Integrated Silicon Solution Inc. Mr. Zhang has extensive experience in mergers and acquisitions and capital operation of listed companies.

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LETTER FROM THE BOARD

An engagement letter was entered into with Mr. Zhang for a term of three years commencing on 24 March 2021. Under the engagement letter, Mr. Zhang will not receive any emolument.

As at the Latest Practicable Date and within the meaning of Part XV of the SFO, Mr. Zhang does not have any interests in the shares of the Company.

In relation to the proposed re-election of Mr. Zhang as a Director, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under Rules 13.51(2)(h) to (v) of the Listing Rules, and there is no other matter that needs to be brought to the attention of the Shareholders.

Mr. Ng Man Fung, Walter, aged 53, holds a bachelor degree in economics from Oregon University. Mr. Ng was appointed as an Independent Non-executive Director of the Company in March 2021 and is the member of each of the Audit Committee, the Remuneration Committee and the Nomination Committee. Mr. Ng is an executive director of Mingfa Group (International) Co., Ltd. (stock code: 846), the shares of which are listed on the main board of the Stock Exchange and its main business is real estate development and investment in the PRC. Mr. Ng had served as an analyst in CEF Brokerage Limited from July 1996 to June 1998 and a vice president of research department in GK Goh Securities Limited from December 1998 to July 1999, responsible for the analysis of the internet, retail and traditional manufacturing companies and their related markets. In addition, he served as the head of corporate finance of Nan Hai Corporation Limited (stock code: 680) from July 1999 to January 2015, responsible for mergers and acquisitions and corporate financing activities. The shares of Nan Hai Corporation Limited are listed on the Main Board of the Stock Exchange. He also served as the chief financial officer of MEML Holdings Limited and DoDoPal Holdings Limited from March 2015 to September 2017 and from September 2017 to September 2019 respectively.

An engagement letter was entered into with Mr. Ng for a term of three years commencing on 19 March 2021. Under the engagement letter, Mr. Ng is entitled to a director's fee as may be determined by the Board from time to time. For the financial year 2021, the monthly director's fee of Mr. Ng is HK$20,000. Such director's fee was determined by the Board with reference to Mr. Ng's experience and duties as well as the then prevailing market conditions.

As at the Latest Practicable Date and within the meaning of Part XV of the SFO, Mr. Ng does not have any interests in the shares of the Company.

In relation to the proposed re-election of Mr. Ng as a Director, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under Rules 13.51(2)(h) to (v) of the Listing Rules, and there is no other matter that needs to be brought to the attention of the Shareholders.

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LETTER FROM THE BOARD

Ms. On Danita, aged 44, holds a bachelor degree in business administration from the Chinese University of Hong Kong and a master degree in finance from the London School of Business. Ms. On is a member of the Hong Kong Institute of Certified Public Accountants. Ms. On was appointed as an Independent Non-executive Director of the Company in March 2021 and is the member of each of the Audit Committee, the Remuneration Committee and the Nomination Committee. Ms. On is currently the investor and corporate communications director of Chow Tai Fook Jewellery Company Limited (stock code: 1929). She has worked in PricewaterhouseCoopers, Morgan Stanley, Citadel Investment Group and Ying Sheng Science Co., Ltd. (stock code: 209). The shares of both Chow Tai Fook Jewellery Co., Ltd. and Ying Sheng Science Co., Ltd. are listed on the Main Board of the Stock Exchange. Ms. On has more than 20 years of experience in auditing, management consultation, securities research, asset management and investor relations.

An engagement letter was entered into with Ms. On for a term of three years commencing on 19 March 2021. Under the engagement letter, Ms. On is entitled to a director's fee as may be determined by the Board from time to time. For the financial year 2021, the monthly director's fee of Ms. On is HK$20,000. Such director's fee was determined by the Board with reference to Ms. On's experience and duties as well as the then prevailing market conditions.

As at the Latest Practicable Date and within the meaning of Part XV of the SFO, Ms. On does not have any interests in the shares of the Company.

In relation to the proposed re-election of Ms. On as a Director, there is no information which is discloseable nor is/was she involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under Rules 13.51(2)(h) to (v) of the Listing Rules, and there is no other matter that needs to be brought to the attention of the Shareholders.

1. ANNUAL GENERAL MEETING

A notice of the Annual General Meeting is set out in this circular. At the Annual General Meeting, in addition to the ordinary businesses of the meeting, resolutions will be proposed to approve the general mandates for the issue and repurchase by the Company of its own Shares.

A form of proxy for the Annual General Meeting is enclosed herewith. Whether or not you are able to attend the Annual General Meeting, you are requested to complete the form of proxy and return it to the Hong Kong branch share registrar and transfer office of the Company, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong in accordance with the instructions printed thereon as soon as practicable but in any event not later than 48 hours before the time appointed for holding the Annual General Meeting (i.e., at or before 3:00 p.m. on Friday, 14 May 2021 (Hong Kong Time)), or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjourned meeting (as the case may be) should you so wish.

Please see "PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING" on page 1 of this circular for measures to be taken at the ANNUAL GENERAL MEETING in trying to prevent and control the spread of COVID-19.

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LETTER FROM THE BOARD

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 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 Shareholders' rights.

To the best of the Director's knowledge, information and belief having made all reasonable enquiries, none of the Shareholders is required to abstain from voting on the relevant resolutions to be proposed at the Annual General Meeting.

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.

1. RECOMMENDATION

The Directors consider that the proposals for (i) granting of general mandates to the Directors to issue and repurchase Shares; and (ii) re-election of retiring Directors are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend all Shareholders to vote in favour of the relevant ordinary resolutions to be proposed at the Annual General Meeting in respect thereof.

Yours faithfully,

For and on behalf of

Shougang Concord Grand (Group) Limited

Xu Liang

Chairman

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APPENDIX

EXPLANATORY STATEMENT

This is an explanatory statement given to all Shareholders relating to a resolution to be proposed at the Annual General Meeting for approving the Repurchase Mandate.

This explanatory statement contains all the information required pursuant to Rule 10.06(1)(b) and other relevant provisions of the Listing Rules which is set out as follows:

1. SHAREHOLDERS' APPROVAL

All proposed repurchases of shares by a company with a primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of general mandate or by special approval of a particular transaction. The Company's sole listing is on the Stock Exchange.

2. SOURCE OF FUNDS

Repurchases must be funded out of funds legally available for the purpose in accordance with the bye-laws of the Company and the applicable laws of Bermuda. The laws of Bermuda provide that repurchases may only be effected out of the capital paid up on the repurchased Shares or out of the funds of the Company otherwise available for dividend or distribution or out of the proceeds of a fresh issue of Shares made for the purpose. Any premium payable on a repurchase over the par value of the Shares to be repurchased must be provided for out of funds of the Company otherwise available for dividend or distribution or out of the Company's share premium account or contributed surplus account.

3. EXERCISE OF THE REPURCHASE MANDATE

The Shares proposed to be repurchased by the Company must be fully paid up. Under the Listing Rules, the total number of shares which a company is authorised to repurchase on the Stock Exchange is shares representing up to a maximum of 10% of the existing issued share capital as at the date of the resolution granting such general mandate. Exercise in full of the Repurchase Mandate, on the basis of 3,984,639,703 Shares in issue as at the Latest Practicable Date and assuming no Shares are issued and repurchased by the Company prior to the Annual General Meeting, could result in up to 398,463,970 Shares, which represents 10% of the issued share capital of the Company as at the Latest Practicable Date, being repurchased by the Company during the period from the passing of the resolution granting the Repurchase Mandate up to the conclusion of the next annual general meeting of the Company or the expiration of the period within the next annual general meeting of the Company as required by the applicable laws of Bermuda to be held, or when revoked or varied by an ordinary resolution of Shareholders in general meeting, whichever occurs first.

4. REASONS FOR REPURCHASE

Although the Directors have no present intention of repurchasing any Shares, they believe that it is in the best interests of the Company and the Shareholders to have a general authority from Shareholders to enable the Directors to purchase Shares on the market. Such repurchases may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net value of the Company and its assets and/or its earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders.

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APPENDIX

EXPLANATORY STATEMENT

5. FUNDING OF REPURCHASES

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

The exercise in full of the Repurchase Mandate might have a material adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in its most recent published audited accounts for the year ended 31 December 2020. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital or gearing position of the Company.

6. GENERAL

1. None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates has any present intention, in the event that the Repurchase Mandate is approved by the Shareholders to sell the Shares to the Company or its Subsidiaries.
2. The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of Bermuda.
3. If on exercise of the power to repurchase Shares pursuant to the Repurchase Mandate, a shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for purposes of the Takeovers Code. As a result, a shareholder or a group of shareholders acting in concert could obtain or consolidate control of a repurchasing company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
   As at the Latest Practicable Date, Shougang Group through its subsidiary was interested in approximately 60.88% of the issued share capital of the Company. In the event that the Repurchase Mandate is exercised in full and no further Shares are issued during the proposed repurchase period, the interest held by Shougang Group through its subsidiary in the issued share capital of the Company will increase to approximately 67.64%. On the basis of the current shareholding in the Company held by Shougang Group, the Directors are not aware of any consequences which the exercise in full of the Repurchase Mandate would have under the Takeovers Code.
4. The Company has not repurchased any of its Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date and will not repurchase its Shares if public float is less than 25%.
5. No core connected person has notified the Company that he or she has a present intention to sell Shares to the Company, and no core connected person has undertaken not to sell any of the Shares held by him or her to the Company, in the event that the Repurchase Mandate is approved by the Shareholders.

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APPENDIX

EXPLANATORY STATEMENT

1. The highest and lowest prices at which the Shares have traded on the Stock Exchange during each of the previous twelve months were as follows:

	Highest	Lowest
	HK$	HK$
2020
April	0.126	0.091
May	0.116	0.087
June	0.115	0.089
July	0.164	0.096
August	0.142	0.112
September	0.136	0.106
October	0.125	0.103
November	0.125	0.105
December	0.550	0.108
2021
January	0.335	0.158
February	0.255	0.144
March	0.225	0.158
April (up to the Latest Practicable Date)	0.183	0.172

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NOTICE OF ANNUAL GENERAL MEETING

首 長 四 方（ 集 團 ）有 限 公 司 *

SHOUGANG CONCORD GRAND (GROUP) LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 730)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shougang Concord Grand (Group) Limited (the "Company") will be held at 3:00 p.m. on Tuesday, 18 May 2021 at 7th Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong for the following purposes:

1. To receive the report of the directors and the audited financial statements for the year ended 31 December 2020.
2. (a) To re-elect the following retiring directors of the Company:
3. 1. 1. Mr. Tian Gang as an executive director of the Company;
      2. Mr. Huang Donglin as a non-executive director of the Company;
      3. Mr. Zhang Jianxun as a non-executive director of the Company;
      4. Mr. Zhang Xingyu as an independent non-executive director of the Company;
      5. Mr. Ng Man Fung, Walter as an independent non-executive director of the Company;
      6. Ms. On Danita as an independent non-executive director of the Company.
   2. to authorize the board of directors to fix the directors' remuneration.
4. To re-appoint PricewaterhouseCoopers as auditors and to authorise the board of directors to fix its remuneration.

* For identification purpose only

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NOTICE OF ANNUAL GENERAL MEETING

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

"THAT:

1. subject to paragraph (c) below, the exercise by the directors of the Company during the Relevant Period of all the powers of the Company to allot, issue and deal with shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such power be and it is hereby generally and unconditionally approved;
2. the approval in paragraph (a) above shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such power after the end of the Relevant Period;
3. the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the directors of the Company pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue; (ii) the exercise of rights of subscription or conversion under the terms of any warrants issued by the Company or any securities which are convertible into shares of the Company; (iii) any option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or (iv) any scrip dividend on shares of the Company in accordance with the bye-laws of the Company, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution; and
4. for the purposes of this resolution:
   "Relevant Period" means the period from the passing of this resolution until whichever is the earlier of:
5. 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 bye-laws of the Company or any applicable laws or rules to be held; and
   3. the revocation or variation of this resolution by any ordinary resolution of the shareholders of the Company in general meeting.

"Rights Issue" means an offer of shares open for a period fixed by the directors of the Company to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or any class thereof (subject to such exclusion or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any territories outside Hong Kong)."

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NOTICE OF ANNUAL GENERAL MEETING

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

"THAT:

1. subject to paragraph (c) below, the exercise by the directors during the Relevant Period of all the powers of the Company to repurchase issued shares in the capital of the Company on The Stock Exchange of Hong Kong Limited, and that the exercise by the directors of all the powers of the Company to repurchase such shares subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, be and it is hereby generally and unconditionally approved;
2. in addition, the approval in paragraph (a) above shall authorise the directors on behalf of the Company during the Relevant Period to procure the Company to purchase its shares at a price determined by the directors;
3. the aggregate nominal amount of shares repurchased or agreed conditionally or unconditionally to be repurchased by the Company pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution, and the authority pursuant to paragraph (a) shall be limited accordingly; and
4. for the purposes of this resolution:
   "Relevant Period" means the period from the passing of this resolution until whichever is the earlier of:
5. 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 bye-laws of the Company or any applicable laws or rules to be held; and
   3. the revocation or variation of this resolution by any ordinary resolution of the shareholders of the Company in general meeting."

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NOTICE OF ANNUAL GENERAL MEETING

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

"THAT conditional upon the passing of resolution no. 5 as set out in the notice convening this meeting of which this resolution forms part, the aggregate nominal amount of the shares in the Company which are repurchased by the Company pursuant to and in accordance with the said resolution no. 5 shall be added to the aggregate nominal amount of the shares in the Company that may be allotted or agreed conditionally or unconditionally to be allotted by the directors pursuant to and in accordance with resolution no. 4 as set out in the notice convening this meeting of which this resolution forms part."

By Order of the Board

Shougang Concord Grand (Group) Limited

Tse Ching Wah

Company Secretary

Hong Kong, 13 April 2021

Notes:

1. With respect to Resolution 2 above, each of Mr. Tian Gang, Mr. Huang Donglin, Mr. Zhang Jianxun, Mr. Zhang Xingyu, Mr. Ng Man Fung, Walter and Ms. On Danita will retire from office at the above meeting pursuant to the bye-laws of the Company and, being eligible, offer himself for re-election at the above meeting.
2. 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 Meeting, the details of which are set out under "Precautionary Measures for the Annual General Meeting" on page 1 of the circular of the Company dated 13 April 2021, to safeguard the health and safety of the attending shareholders of the Company, staff and other stakeholders.
3. 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. 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 Meeting by appointing the chairman of the Meeting as their proxy instead of attending the Meeting in person. Physical attendance is not necessary for the purpose of exercising shareholders' rights.
4. 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.
5. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power or authority, must be deposited with the Hong Kong branch share registrar and transfer office of the Company, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, not less than 48 hours before the time appointed for holding the meeting (i.e., at or before 3:00 p.m. on Friday, 14 May 2021 (Hong Kong Time)), or any adjourned meeting thereof (as the case may be).
6. The register of members of the Company will be closed from Wednesday, 12 May 2021 to Tuesday, 18 May 2021 (both days inclusive) to determine the entitlement to attend and vote at the above meeting. During such period no transfer of shares of the Company will be registered. In order to qualify for the entitlement to attend and vote at the above meeting, all transfer forms accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar and transfer office of the Company, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, not later than 4:30 p.m. on Tuesday, 11 May 2021 for registration.

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NOTICE OF ANNUAL GENERAL MEETING

1. Completion and return of the form of proxy will not preclude members from attending and voting in person at the meeting or at any adjourned meeting thereof (as the case may be) should they so wish, and in such event, the form of proxy shall be deemed to be revoked.
2. Where there are joint registered holders of any share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the meeting, whether in person or by proxy, the joint registered holder present whose name stands first on the register of members of the Company in respect of the shares shall alone be entitled to vote in respect thereof.

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