Shoucheng : PROPOSALS FOR GENERAL MANDATES TO ISSUE AND BUY BACK 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 Shoucheng Holdings 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.

(Incorporated in Hong Kong with limited liability)

(Stock Code: 697)

PROPOSALS FOR

GENERAL MANDATES TO ISSUE AND BUY BACK SHARES,

RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice of the AGM of Shoucheng Holdings Limited to be held at 10:00 a.m. on Tuesday, 24 May 2022 at Shougang Qiaomengyuan, 68 Shijingshan Road, Shijingshan District, Beijing, China is set out in Appendix III to 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 share registrar 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 (excluding any part of a day that is a public holiday) before the time appointed for holding the meeting (i.e., at or before 10:00 a.m. on Saturday, 21 May 2022 (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 AGM

In view of the ongoing COVID-19 pandemic and with a view to minimize the Shareholders' and attendees' risk of infection, the Company will implement the following precautionary measures at the AGM:

• (1) the green code of the "Health Kit" electronic pass without abnormal health status must be presented;

• (2) compulsory temperature screening/checks and compulsory health declaration. Anyone with a body temperature above 37.3˚C or is exhibiting flu-like symptoms may be denied entry into the AGM venue and be requested to leave the AGM venue;

• (3) compulsory wearing of surgical face mask prior to admission and throughout the AGM;

• (4) a seat will be assigned to each attendee at the AGM venue to ensure social distancing;

• (5) no distribution of corporate gifts and no provision of refreshments or drinks or refreshment packs at the AGM venue; and

• (6) the regulations of Beijing Municipality and the Company's prevention and control measures against the COVID-19 pandemic must be strictly followed.

Attendees who do not comply with the above precautionary measures may be denied entry into the AGM venue, at the absolute discretion of the Company as permitted by law.

For the health and safety of Shareholders, the Company encourages Shareholders to exercise their right to vote at the AGM by appointing the chairman of the AGM as their proxy and to return their proxy forms by the time specified herein, or through HKSCC Nominees Limited by giving instructions to their brokers and custodians, instead of attending the AGM in person.

The Company will keep the evolving COVID-19 pandemic situation under review and may implement additional measures which it will announce closer to the date of the AGM (if any). Shareholders should check the website of the Company (www.shouchengholdings.com) for future announcements and updates on the AGM arrangements.

25 April 2022

CONTENTS
Page
PRECAUTIONARY MEASURES FOR THE AGM ...............................	1
DEFINITIONS ...........................................................	2
LETTER FROM THE BOARD

APPENDIX I

APPENDIX IIAPPENDIX III -

1.	INTRODUCTION ...............................................	4
2.	GENERAL MANDATES TO ISSUE AND BUY BACK SHARES .........	5
3.	RE-ELECTION OF RETIRING DIRECTORS .......................	6
4.	ANNUAL GENERAL MEETING ..................................	6
5.	RESPONSIBILITY STATEMENT ..................................	7
6.	RECOMMENDATION ...........................................	7
8
12
16

PROPOSED FOR RE-ELECTION ..........................

• - EXPLANATORY STATEMENT ..............................

• - DETAILS OF RETIRING DIRECTORS

NOTICE OF AGM .........................................

PRECAUTIONARY MEASURES FOR THE AGM

For the health and safety of Shareholders, the Company encourages Shareholders to exercise their right to vote at the AGM by appointing the chairman of the AGM as their proxy and to return their proxy forms by the time specified herein, or through HKSCC Nominees Limited by giving instructions to their brokers and custodians, instead of attending the AGM in person.

In view of the ongoing COVID-19 pandemic and with a view to minimize the Shareholders' and attendees' risk of infection, the Company will implement the following precautionary measures at the AGM:

• (1) the green code of the "Health Kit" electronic pass without abnormal health status must be presented;

• (2) compulsory temperature screening/checks and compulsory health declaration. Anyone with a body temperature above 37.3˚C or is exhibiting flu-like symptoms may be denied entry into the AGM venue and be requested to leave the AGM venue;

• (3) compulsory wearing of surgical face mask prior to admission and throughout the AGM;

• (4) a seat will be assigned to each attendee at the AGM venue to ensure social distancing;

• (5) no distribution of corporate gifts and no provision of refreshments or drinks or refreshment packs at the AGM venue; and

• (6) the regulations of Beijing Municipality and the Company's prevention and control measures against the COVID-19 pandemic must be strictly followed.

Attendees who do not comply with the above precautionary measures may be denied entry into the AGM venue, at the absolute discretion of the Company as permitted by law. To the extent permitted under law, the Company reserves the right to deny entry into the AGM venue or require any person to leave the AGM venue in order to ensure the safety of other attendees at the AGM.

The Company will keep the evolving COVID-19 pandemic situation under review and may implement additional measures which it will announce closer to the date of the AGM (if any). Shareholders should check the website of the Company (www.shouchengholdings.com) for future announcements and updates on the AGM arrangements.

DEFINITIONS

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

"AGM"	the annual general meeting of the Company to be held
at 10:00 a.m. on Tuesday, 24 May 2022 at Shougang
Qiaomengyuan, 68 Shijingshan Road, Shijingshan District,
Beijing, China or any adjournment thereof
"Articles"	the articles of association of the Company
"Audit Committee"	the audit committee of the Board, which was established in
December 1998
"Board"	the board of Directors
"close associate(s)"	has the same meaning as ascribed to it under the Listing
Rules
"Companies Ordinance"	the Companies Ordinance (Chapter 622 of the Laws of
Hong Kong), as amended from time to time
"Company"	Shoucheng Holdings Limited, a company incorporated in
Hong Kong 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 February 2005
"Group"	the Company and its Subsidiaries
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong

DEFINITIONS
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"Latest Practicable Date"	14 April 2022, 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 February 2005
"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 February 2005
"SFO"	Securities and Futures Ordinance (Chapter 571 of the Laws
of Hong Kong)
"Share(s)"	ordinary share(s) 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
"Takeovers Code"	the Hong Kong Code on Takeovers and Mergers
"%"	per cent.
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