Shanghai Industrial : PROPOSED GENERAL MANDATES TO BUY BACK SHARES AND TO ISSUE SHARES, RE-ELECTION OF DIRECTORS AND NOTICE OF 2021 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 Shanghai Industrial Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or 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 disclaims 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: 363)

PROPOSED GENERAL MANDATES TO BUY BACK SHARES

AND TO ISSUE SHARES,

RE-ELECTION OF DIRECTORS

AND

NOTICE OF 2021 ANNUAL GENERAL MEETING

A notice convening the 2021 Annual General Meeting of Shanghai Industrial Holdings Limited to be held at the Ballroom at 1st Floor, South Pacific Hotel, 23 Morrison Hill Road, Wanchai, Hong Kong on Tuesday, 25 May 2021 at 3:00 p.m.*, is set out on pages 13 to 16 of this circular.

Whether or not you are able to attend the meeting, please complete and return the accompanying form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting. Completion and return of the form of proxy shall not preclude you from attending and voting at the 2021 Annual General Meeting if you so wish.

• As control and precautious measures for the epidemic, no refreshment nor food pack nor souvenir will be provided to Shareholders or guests of the meeting.

19 April 2021

		CONTENTS
			Page
Definitions . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
-	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
-	Business of 2021 Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . .	4
-	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I	- Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix II	- Biographical details of the Directors to be re-elected . . . . . . . . .	10
Notice of 2021 Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13

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DEFINITIONS

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

Term	Meaning
"2021 Annual General Meeting"	the annual general meeting of the Company to be held
	on Tuesday, 25 May 2021 at 3:00 p.m. at the Ballroom
	at 1st Floor, South Pacific Hotel, 23 Morrison Hill
	Road, Wanchai, Hong Kong;
"Annual Report"	the annual report 2020 of the Company being
	despatched to the Shareholders on or about Thursday,
	19 April 2021;
"Board"	the board of Directors of the Company;
"Buy-back Mandate"	the general and unconditional mandate to exercise all
	powers of the Company to buy back Shares with an
	aggregate number of Shares not exceeding 10 percent
	of the total number of Shares in issue at the date of
	passing of the resolution;
"Company"	Shanghai Industrial 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;
"Connected Person"	a director, chief executive or substantial shareholder of
	the Company or any of its subsidiaries or their
	respective associates (as defined under the Listing
	Rules);
"Director(s)"	director(s) of the Company;
"Distribution in Specie"	the distribution of an interim special dividend by the
	Company in the from of a distribution in specie of the
	SIUD Shares held by the Group to the Qualifying
	Shareholders in proportion to their respective
	shareholdings in the Company on the basis of an
	entitlement to 1 SIUD Share for every 5 Shares held by
	each Qualifying Shareholder as at the Record Date;
"Group"	the Company and its subsidiaries;
"Hong Kong"	the Hong Kong Special Administrative Region of the
	People's Republic of China;

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	DEFINITIONS
"Issue Mandate"	the general and unconditional mandate to allot, issue
	and deal with Shares (and securities exercisable or
	convertible into Shares) with an aggregate number of
	Shares not exceeding 20 percent of the total number of
	Shares in issue at the date of passing of the resolution;
"Latest Practicable Date"	13 April 2021 which is the latest practicable date prior
	to the printing of this circular for ascertaining certain
	information contained in it;
"Listing Rules"	Rules Governing the Listing of Securities on the Stock
	Exchange;
"Notice"	the notice convening the 2021 Annual General Meeting
	dated 19 April 2021 as set out on pages 13 to 16 of
	this circular;
"Qualifying Shareholder(s)"	Shareholder(s) qualifying for the Distribution in Specie;
"Record Date"	Tuesday, 29 September 2020
"SFO"	Securities and Futures Ordinance (Chapter 571 of the
	laws of Hong Kong)
"Share(s)"	ordinary share(s) of the Company;
"Shareholder(s)"	registered holder(s) of the Share(s);
"SIIC"	Shanghai Industrial Investment (Holdings) Company
	Limited, a company incorporated in Hong Kong with
	limited liability;
"SI Urban Development" or	Shanghai Industrial Urban Development Group Limited,
"SIUD"	a company incorporated in Bermuda with limited
	liability;
"SIUD Share(s)"	ordinary share(s) of SI Urban Development
"Stock Exchange"	The Stock Exchange of Hong Kong Limited;
"Takeovers Code"	the Code on Takeovers and Mergers issued by the
	Securities and Futures Commission of Hong Kong; and
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong.

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LETTER FROM THE BOARD

(Incorporated in Hong Kong with limited liability)

(Stock Code: 363)

Directors	Registered Office:
Executive Directors:	26th Floor, Harcourt House,
Mr. Shen Xiao Chu (Chairman)	39 Gloucester Road,
Mr. Zhou Jun (Vice Chairman & Chief Executive Officer)	Wanchai, Hong Kong
Xu Bo (Deputy CEO)
Mr. Xu Zhan
Independent Non-Executive Directors:
Prof. Woo Chia-Wei
Mr. Leung Pak To, Francis
Mr. Cheng Hoi Chuen, Vincent
Mr. Yuen Tin Fan, Francis
	19 April 2021
To all Shareholders
Dear Sir or Madam,

PROPOSED GENERAL MANDATES TO BUY BACK SHARES

AND TO ISSUE SHARES,

RE-ELECTION OF DIRECTORS

AND

NOTICE OF 2021 ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information in connection with the convening of the 2021 Annual General Meeting and explanation in connection with the matters to be dealt with at the 2021 Annual General Meeting.

The Notice is set out on pages 13 to 16 of this circular.

Shareholders are advised to read the Notice and to complete and return the accompanying form of proxy for use at the 2021 Annual General Meeting in accordance with the instructions printed thereon.

For the purpose of determining Shareholders' eligibility to attend and vote at the 2021 Annual General Meeting, the register of members of the Company will be closed on Friday, 14 May 2021 and Monday, 17 May 2021, both days inclusive, during which period no transfer of shares will be effected. As such, all transfers accompanied by the relevant share

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LETTER FROM THE BOARD

certificates must be lodged with the Company's share registrar, Tricor Secretaries Limited of 54th Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong by 4:30 p.m. on Thursday, 13 May 2021.

Pursuant to the Listing Rules, all resolutions put to vote at the 2021 Annual General Meeting shall be taken by poll except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands.

BUSINESS OF 2021 ANNUAL GENERAL MEETING

Resolution (1) - Receiving the audited consolidated financial statements

The audited consolidated financial statements of the Company for the year ended 31 December 2020 together with the reports of the directors and the auditor were set out in the Annual Report, and were sent together with this circular to the Shareholders on the same date.

The audited consolidated financial statements have been audited by Deloitte Touche Tohmatsu and reviewed by the audit committee of the Company.

Resolution (2) - Declaration of payment of final dividend

The Board of Directors has recommended a final dividend of HK52 cents per Share (2019: HK52 cents per Share) for 2020. For the year of 2020, the Company has completed the payment of an interim cash dividend of HK22 cents per Share to Shareholders and the payment of an interim special dividend in the form of Distribution in Specie to the Qualifying Shareholders on the basis of 1 SIUD Share for every 5 Shares held (2019: the payment in the form of distribution in specie to the qualifying Shareholders of the Company on the basis of 1 SIUD Share for every 1 Share held).

Subject to approval by the Shareholders at the 2021 Annual General Meeting, the final dividend will be paid on or about Friday, 18 June 2021 to Shareholders whose names appear on the register of members of the Company on Friday, 4 June 2021.

For the purpose of determining Shareholders' entitlement to the final dividend, the register of members of the Company will be closed on Friday, 4 June 2021, on which no transfer of shares will be effected. As such, all transfers accompanied by the relevant share certificates must be lodged with the Company's share registrar, Tricor Secretaries Limited of 54th Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong by 4:30 p.m. on Thursday, 3 June 2021.

Resolution (3) - Re-election of Directors and determination of Directors' remuneration

In accordance with Article 101 of the Articles of Association of the Company, Mr. Shen Xiao Chu, Mr. Xu Bo and Mr. Cheng Hoi Chuen, Vincent shall retire at the 2021 Annual General Meeting and, being eligible, have offered themselves for re-election.

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LETTER FROM THE BOARD

The Board considers that Mr. Cheng Hoi Chuen, Vincent remains independent as he has satisfied all the criteria for independence set out in Rule 3.13 of the Listing Rules.

Shareholders are recommended to vote in favour of the re-election of Mr. Shen Xiao Chu, Mr. Xu Bo and Mr. Cheng Hoi Chuen, Vincent as the Board believes that their qualifications and extensive experience are of great value to the Board. Their biographical details and other information which are required to be disclosed by the Listing Rules are set out in Appendix II to this circular.

The remuneration committee of the Company has made recommendation to the Board on the directors' remuneration for the year ending 31 December 2021, and the basis of determining the directors' remuneration is set out in the corporate governance report of the Annual Report.

Resolution (4) - Re-appointment of auditor and determination of auditor's remuneration

The audit committee has recommended to the Board for the re-appointment of Messrs. Deloitte Touche Tohmatsu as auditor of the Company until the conclusion of the next annual general meeting.

Shareholders' approval to delegate the authority to the Directors to determine the auditor's remuneration for the year ending 31 December 2021 is required at the 2021 Annual General Meeting.

Resolution (5) - General mandates to buy back shares

At the annual general meeting held on 19 May 2020, a general mandate was given to the Directors to buy-back Shares up to a maximum of 10 percent of the number of issued Shares of the Company at the date of passing of the ordinary resolution. Such mandate will lapse at the conclusion of the 2021 Annual General Meeting. An ordinary resolution set out in the Notice will be proposed at the 2021 Annual General Meeting to grant the Buy-back Mandate to the Directors.

As at the Latest Practicable Date, the total number of Shares in issue was 1,087,211,600. On the basis that no further Shares are issued or bought back prior to the date of the 2021 Annual General Meeting, the Company would be allowed under the Buy-back Mandate to buy back a maximum of 108,721,160 Shares, representing 10 percent of the total number of Shares in issue as at the Latest Practicable Date.

The Buy-back Mandate would continue in force until the conclusion of the next annual general meeting of the Company or the expiration of the period within which the next annual general meeting of the Company is required by law or the Articles of Association of the Company to be held or until the Buy-back Mandate is revoked or varied by an ordinary resolution of the Shareholders in general meeting, whichever is the earlier.

The explanatory statement required by the Listing Rules to be included in this circular is set out in Appendix I to this circular.

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LETTER FROM THE BOARD

Resolutions (6) and (7) - General mandate to issue shares

At the annual general meeting held on 19 May 2020, a general mandate was given to the Directors to allot, issue and deal with Shares (and securities exercisable or convertible into Shares) not exceeding 20 percent of the number of issued shares of the Company at the date of passing of the ordinary resolution. The unused portion of the mandate will expire at the conclusion of the 2021 Annual General Meeting. Two ordinary resolutions will be proposed at the meeting to grant the Issue Mandate to the Directors and to extend the Issue Mandate by adding to it the number of Shares bought back by the Company under the Buy-back Mandate respectively.

As at the Latest Practicable Date, the total number of Shares in issue was 1,087,211,600. On the basis that no further Shares are issued or bought back prior to the date of the 2021 Annual General Meeting, the Company would be allowed under the Issue Mandate to issue a maximum of 217,442,320 Shares, representing 20 percent of the total number of Shares in issue as at the Latest Practicable Date.

The Issue Mandate would continue in force until the conclusion of the next annual general meeting of the Company or the expiration of the period within which the next annual general meeting of the Company is required by law or the Articles of Association of the Company to be held or until the Issue Mandate is revoked or varied by an ordinary resolution of the Shareholders in general meeting, whichever is the earlier.

RECOMMENDATION

The Directors consider that the above recommendations are in the interests of the Company and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the above resolutions to be proposed at the 2021 Annual General Meeting.

On behalf of the Board

Shen Xiao Chu

Chairman

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APPENDIX I

EXPLANATORY STATEMENT

This explanatory statement contains all the information required under the Listing Rules for you to consider the Buy-back Mandate.

The Listing Rules permit companies whose primary listings are on the Stock Exchange to buy back their fully paid up shares on the Stock Exchange subject to certain restrictions, the most important of which are summarized below:

SHARE CAPITAL

As at the Latest Practicable Date, the total number of Shares in issue was 1,087,211,600. On the basis that no further Shares are issued or bought back prior to the date of the 2021 Annual General Meeting, the Company would be allowed under the Buy-back Mandate to buy back a maximum of 108,721,160 Shares, representing 10 percent of the total number of Shares in issue at the Latest Practicable Date.

REASONS FOR SHARE BUY-BACKS

The Directors have no present intention to buy back any Shares and, whilst it is not possible to anticipate in advance those circumstances in which the Directors might think it appropriate to buy back Shares, Shares would only be bought back in circumstances where the Directors consider that the buy-back would be in the interests of the Company and the Shareholders. Such buy-back may, depending on market conditions and funding arrangements at the time, lead to an enhancement of earnings per Share.

SOURCE OF FUNDS

It is proposed that buy-backs of Shares under the Buy-back Mandate would be financed from internal funds and available banking facilities of the Company. In Share buy-backs, the Company may only apply funds legally available for such purpose in accordance with all applicable laws of Hong Kong and the Articles of Association of the Company.

WORKING CAPITAL OR GEARING POSITION

If the Buy-back Mandate was exercised in full at any time during the proposed buy-back period, it would not have a material adverse impact on the working capital of the Company or its gearing position (as compared with the position disclosed in the Company's published audited accounts for the year ended 31 December 2020). The Directors do not propose to exercise the Buy-back Mandate to such extent as would, in the circumstances, have a material adverse impact on the working capital of the Company or its gearing position (as compared with the position disclosed in the Company's published audited accounts for the year ended 31 December 2020) which in the opinion of the Directors are from time to time appropriate for the Company.

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APPENDIX I

EXPLANATORY STATEMENT

DIRECTORS AND THEIR ASSOCIATES

None of the Directors nor, to the best of their knowledge and belief having made all reasonable enquiries, any of their associates (as defined under the Listing Rules), has any present intention, in the event that the Buy-back Mandate is approved by Shareholders, to sell Shares to the Company.

CONNECTED PERSONS

No Connected Persons have notified the Company that they have a present intention to sell any Shares (in issue or to be issued) to the Company or have undertaken not to do so, in the event that the Company is authorized to make Share buy-backs.

UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to buy back Shares pursuant to the proposed resolution in accordance with the Listing Rules, all applicable laws of Hong Kong and the regulations set out in the Articles of Association of the Company.

EFFECT OF TAKEOVERS CODE

If, as a result of a buy-back of Shares, a shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. Accordingly, a shareholder or group of shareholders acting in concert, could depending on the level of increase of such interest, obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 and Rule 32 of the Takeovers Code.

As at the Latest Practicable Date, SIIC through its subsidiaries, namely Shanghai Investment Holdings Limited, SIIC Capital (B.V.I.) Limited, Shanghai Industrial Financial (Holdings) Company Limited, SIIC Trading Company Limited and SIIC CM Development Limited held 519,409,748 Shares, 80,000,000 Shares, 52,908,000 Shares, 29,021,000 Shares and 10,000 Shares respectively, and is accordingly deemed to be interested in the respective Shares totaling 681,348,748 Shares held by the aforementioned companies, representing approximately 62.67 percent of the total number of Shares in issue.

Assuming no changes in the aforementioned shareholdings of the respective companies, in the event that the Directors exercise in full the power to buy back the Shares, the shareholding of SIIC would be increased from approximately 62.67 percent to approximately

69.63 percent. Such increase would not give rise to an obligation to make a mandatory offer in accordance with Rule 26 and Rule 32 of the Takeovers Code. The Directors are not aware of any consequences of any buy-back which would arise under the Takeovers Code. In addition, the Company will not buy back its Shares which will reduce the total number of Shares in issue in public hands to below 25 percent.

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APPENDIX I

EXPLANATORY STATEMENT

SHARE PRICES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange in each of the previous twelve months from the Latest Practicable Date are as follows:

	Per Share
Month	Highest	Lowest
	HK$	HK$
2020
April	12.971	11.670
May	12.971	11.788
June	12.419	11.670
July	12.793	10.940
August	12.064	11.236
September	11.512	10.300
October	10.980	10.280
November	12.060	10.500
December	11.760	10.400
2021
January	11.540	10.480
February	11.320	10.540
March	11.900	11.180
April (up to the Latest Practicable Date)	11.460	11.340

SHARE BUY-BACKS

No buy-back had been made by the Company of its Shares in the last six months prior to the Latest Practicable Date.

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APPENDIX II	BIOGRAPHICAL DETAILS OF
	THE DIRECTORS TO BE RE-ELECTED

The following are the particulars of the Directors proposed to be re-elected at the 2021 Annual General Meeting as required under the Listing Rules:

Mr. SHEN Xiao Chu

Executive Director, Chairman and the chairman of the Executive Committee

(Appointed on 28 February 2018 ~ Present)

Mr. Shen, aged 59, is currently the chairman of SIIC. He graduated from Shanghai Second Medical University and Shanghai Jiao Tong University respectively and holds a bachelor's degree in medicine, a bachelor's degree in law and an executive master's degree in business administration, and is designated a deputy professor. Mr. Shen was a deputy officer of the Principal Office of Shanghai Second Medical University, deputy director of Shanghai Huangpu District Hygiene Bureau, hospital dean of Huangpu District Central Hospital, deputy mayor of Huangpu District, Shanghai, deputy mayor of Changning District, Shanghai, deputy officer of Shanghai Municipal Development and Reform Commission, officer of Shanghai Municipal Commission of Health and Family Planning, officer of Shanghai Municipal Development and Reform Commission and deputy secretary-general of the Shanghai Municipal Government. He has extensive experience in the leadership role in government authorities as well as in economics, people's livelihood, medical and urban construction and management. Mr. Shen is a member of the 15th Shanghai Municipal People's Congress.

As at the Latest Practicable Date, Mr. Shen was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Save as disclosed above, Mr. Shen did not hold any directorship in any other public companies, the securities of which are listed on any securities market in Hong Kong or overseas, in the past three years, nor did he have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company.

Mr. Shen has a service agreement with the Company, pursuant to which, he is entitled to receive a basic salary of HK$3,257,968 per annum (subject to review by the Remuneration Committee from time to time). In addition, he may receive a discretionary bonus payment subject to the absolute discretion of the Company having regard to the operating results of the Group, prevailing market conditions and his performance. The Director's emoluments are determined by reference to factors such as the Company's operating performance, industry benchmark, time contributed by the Director and job responsibilities.

Save as disclosed above, as at the Latest Practicable Date, there were no other matters relating to Mr. Shen's re-election that need to be brought to the attention of the Shareholders nor any information required to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules.

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APPENDIX II	BIOGRAPHICAL DETAILS OF
	THE DIRECTORS TO BE RE-ELECTED

Mr. Xu Bo

Executive Director, Deputy CEO and a member of the Executive Committee

(Appointed on 28 December 2012 ~ Present)

Mr. Xu, aged 59, is an executive director, vice president and chief financial controller of SIIC. He is also the chairman of Nanyang Brothers Tobacco Company, Limited and a director of certain other subsidiaries of the Group. He was the general manager of the finance and planning department of SIIC, an executive deputy officer of the accounting department of Shanghai Lixin University of Commerce, a deputy general manager and chief financial officer of Shanghai Hualian Co., Ltd., an executive director, deputy general manager and chief financial officer of Shanghai Bailian Group Co., Ltd., a vice president of Bailian Group Co., Ltd. and a non-executive director of Lianhua Supermarket Holdings Co., Ltd. He has many years' experience in finance and corporate management.

As at the Latest Practicable Date, Mr. Xu was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Save as disclosed above, Mr. Xu did not hold any directorship in any other public companies, the securities of which are listed on any securities market in Hong Kong or overseas, in the past three years, nor did he have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company.

Mr. Xu has a service agreement with the Company, pursuant to which, he is entitled to receive a basic salary of HK$1,886,528 per annum (subject to review by the Remuneration Committee from time to time). In addition, he may receive a discretionary bonus payment subject to the absolute discretion of the Company having regard to the operating results of the Group, prevailing market conditions and his performance. The Director's emoluments are determined by reference to factors such as the Company's operating performance, industry benchmark, time contributed by the Director and job responsibilities.

Save as disclosed above, as at the Latest Practicable Date, there were no other matters relating to Mr. Xu's re-election that need to be brought to the attention of the Shareholders nor any information required to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules.

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APPENDIX II	BIOGRAPHICAL DETAILS OF
	THE DIRECTORS TO BE RE-ELECTED

Mr. CHENG Hoi Chuen, Vincent

Independent Non-Executive Director, the chairman of the Audit Committee, and a member of the Remuneration Committee and Nomination Committee

(Appointed on 13 November 2012 ~ Present)

Mr. Cheng, aged 72, is an independent non-executive director of Great Eagle Holdings Limited, Hui Xian Asset Management Limited (manager of the publicly listed Hui Xian Real Estate Investment Trust), Wing Tai Properties Limited, CK Hutchison Holdings Limited (all of which are companies whose shares are listed on the Hong Kong Stock Exchange) and AirStar Bank. He is the former chairman of The Hongkong and Shanghai Banking Corporation Limited, HSBC Bank (China) Company Limited and HSBC Bank (Taiwan) Limited and was the adviser to the former group chief executive of HSBC Holdings plc. Mr. Cheng was conferred the doctoral degree of social science, honoris causa, by The Chinese University of Hong Kong and the doctoral degree of business administration, honoris causa, by The Open University. Mr. Cheng also holds a bachelor of social science degree in economics from The Chinese University of Hong Kong and a master of philosophy degree in economics from The University of Auckland, New Zealand. Mr. Cheng was an independent non-executive director of MTR Corporation Limited and CLP Holdings Limited, both of which are companies whose shares are listed on the Hong Kong Stock Exchange and China Minsheng Banking Corp., Ltd., the H shares of which are listed on the Main Board of the Hong Kong Stock Exchange and the A shares of which are listed on the A Shares Market of the Shanghai Stock Exchange, during the past three years.

After taking into account all the factors for assessing independence as set out in Rule 3.13 of the Listing Rules and considering his annual confirmation of independence given to the Company, the Board is of the opinion that Mr. Cheng remains independence.

As at the Latest Practicable Date, Mr. Cheng was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Save as disclosed above, Mr. Cheng did not hold any directorship in any other public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the past three years, nor did he have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company.

There is no service agreement entered into between Mr. Cheng and the Company. He is entitled to receive a director's fee of HK$270,000 per annum and fees for serving on the respective Board Committees of the Company totaling HK$210,000 per annum. Such fees are determined by reference to the industry benchmark as reviewed by the remuneration committee of the Company from time to time.

Save as disclosed above, as at the Latest Practicable Date, there were no other matters relating to Mr. Cheng's re-election that need to be brought to the attention of the Shareholders nor any information required to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules.

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NOTICE OF 2021 ANNUAL GENERAL MEETING

(Incorporated in Hong Kong with limited liability)

(Stock Code: 363)

NOTICE IS HEREBY GIVEN THAT the annual general meeting of Shanghai Industrial Holdings Limited (the "Company") will be held at the Ballroom at 1st Floor, South Pacific Hotel, 23 Morrison Hill Road, Wanchai, Hong Kong on Tuesday, 25 May 2021 at 3:00 p.m.* for the following purposes:-

1. To receive and consider the audited consolidated financial statements of the Company for the year ended 31 December 2020 together with the reports of the directors and the auditor thereon.
2. To declare a final dividend.
3. To re-elect the following retiring Directors:
4. 1. Mr. Shen Xiao Chu;
   2. Mr. Xu Bo;
   3. Mr. Cheng Hoi Chuen;

and authorize the Board to fix the Directors' remuneration.

4. To re-appoint auditor and authorize the Board to fix the auditor's remuneration.

To consider as special business, and, if thought fit, pass with or without modification, the following resolutions as ordinary resolutions:

ORDINARY RESOLUTIONS

5. "THAT:

1. subject to paragraph (B) of this Resolution, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to buy back ordinary shares in the capital of the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the securities of the Company may be listed and recognized by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

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NOTICE OF 2021 ANNUAL GENERAL MEETING

1. the total number of Shares in issue which the Company is authorized to buy back pursuant to the approval in paragraph (A) of this resolution shall not exceed 10 percent of the total number of Shares in issue at the date of the passing of this resolution and the authority pursuant to paragraph (A) of this resolution shall be limited accordingly; and
2. for the purpose of this resolution:
   "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
3. 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 applicable laws of Hong Kong to be held; or
   3. the revocation or variation of the authority given under this resolution by ordinary resolution of the shareholders of the Company in general meeting."

6. "THAT:

1. subject to paragraph (C) of this resolution, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;
2. the approval in paragraph (A) of this resolution shall authorize the Directors of the Company during the Relevant Period to make or grant offers, agreements and options which would or might require the exercise of such powers after the end of the Relevant Period;
3. the total number of Shares allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued or dealt with (whether pursuant to an option or otherwise) by the Directors of the Company pursuant to the approval in paragraph (A) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined), (ii) the exercise of the subscription or conversion rights attaching to any warrants, convertible bonds or other securities issued by the Company which are convertible into shares of the Company, (iii) any share option scheme or similar arrangement for the time being adopted for the grant or issue to the eligible participants of shares or rights to acquire shares in the capital of the Company, or (iv) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Articles of Association of the Company, shall not exceed 20 percent of the total number of Shares in issue as at the date of the passing of this resolution and the said approval shall be limited accordingly; and

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NOTICE OF 2021 ANNUAL GENERAL MEETING

1. for the purpose of this resolution:
   "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
2. 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 applicable laws of Hong Kong to be held; or
   3. the revocation or variation of the authority given under this resolution by 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 Company or by the Directors of the Company to holders of shares on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions 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, or the requirements of, any recognized regulatory body or any stock exchange in any territory outside Hong Kong)."

7. "THAT, conditional upon the passing of Resolutions numbered 5 and 6 set out in the notice convening this meeting, the total number of Shares in issue which are bought-back or otherwise acquired by the Company pursuant to resolution numbered 5 shall be added to the total number of Shares which may be issued pursuant to resolution numbered 6, provided that such an amount shall not exceed 10 percent of the total number of Shares in issue as at the date of the passing of this resolution."

By Order of the Board

Shanghai Industrial Holdings Limited

Yee Foo Hei

Company Secretary

Hong Kong, 19 April 2021

Registered Office:

26th Floor, Harcourt House,

39 Gloucester Road,

Wanchai, Hong Kong.

• As control and precautious measures for the epidemic, no refreshment nor food pack nor souvenir will be provided to shareholders or guests of the meeting.

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NOTICE OF 2021 ANNUAL GENERAL MEETING

Notes:

1. A member entitled to attend and vote at the annual general meeting is entitled to appoint one or more proxies to attend and on a poll, vote on his behalf. The proxy need not be a shareholder of the Company.
2. In order to be valid, a proxy form together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority, must be deposited at the registered office of the Company at 26th Floor, Harcourt House, 39 Gloucester Road, Wanchai, Hong Kong not less than 48 hours before the time for holding the meeting or adjourned meeting or poll (as the case may be). Completion and return of a proxy form will not preclude a Shareholder from attending and voting in person if he is subsequently able to be present and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
3. For the purpose of determining shareholders' eligibility to attend and vote at the 2021 Annual General Meeting, the register of members of the Company will be closed from Friday, 14 May 2021 and Monday, 17 May 2021, both days inclusive, during which period no transfer of shares will be effected. As such, all transfers accompanied by the relevant share certificates must be lodged with the Company's share registrar, Tricor Secretaries Limited of 54th Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong by 4:30 p.m. on Thursday, 13 May 2021.
4. For the purpose of determining shareholders' entitlement to the final dividend, the register of members of the Company will be closed on Friday, 4 June 2021, and no transfer of shares will be effected on that day. As such, all transfers accompanied by the relevant share certificates must be lodged with the Company's share registrar, Tricor Secretaries Limited of 54th Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong by 4:30 p.m. on Thursday, 3 June 2021.
5. Please refer to the shareholders' circular dated 19 April 2021 for details of the business to be transacted at the 2021 Annual General Meeting.

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