Beijing Urban Construction Design & Development Group Co., Limited — AGM Information 2016

Apr 14, 2016

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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Beijing Urban Construction Design & Development Group Co., Limited 北京城建設計發展集團股份有限公司

(A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 1599)

NOTICE OF 2015 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2015 Annual General Meeting (the “ AGM ”) of Beijing Urban Construction Design & Development Group Co., Limited (the “ Company ”) will be held at Conference Room 620, Building 2, No. 5 Fuchengmen North Street, Xicheng District, Beijing, China at 9:30 a.m. on Thursday, 2 June 2016, to consider and, if thought fit, approve the following proposals (unless otherwise stated, the terms used herein shall have the same meaning as defined in the circular dated 15 April 2016 of the Company (the “ Circular ”)):

ORDINARY RESOLUTIONS

1. To consider and approve the 2015 Annual Financial Report;

2. To consider and approve the 2015 Audited Consolidated Financial Statements and its Summary;

3. To consider and approve the 2015 profit distribution plan and dividend declaration proposal;

4. To consider and approve the re-appointment of auditors for 2016 and payment of the auditing service fee for 2015;

5. To consider and approve the 2016 Investment Plan;

6. To consider and approve the 2015 Work Report of the Board of Directors; and

7. To consider and approve the 2015 Work Report of the Board of Supervisors.

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SPECIAL RESOLUTION

1. To consider and approve the following proposal on granting the Board a general mandate to issue additional H shares:

“ THAT :

• (1) Subject to the following conditions, an unconditional and general mandate is granted to the Board of the Company (or Director(s) authorised by the Board) to issue, allot and deal with additional shares in the Company’s share capital, being H Shares and to make or grant offers, agreements, or options in relation to such shares:

• (a) Except that the Board of the Company may make or grant offers, agreements, or options during the Relevant Period and such offers, agreements, or options might require further action or exercise after the end of the Relevant Period, the period of such mandate shall not exceed the Relevant Period;

• (b) The aggregate nominal value of H Shares allotted or conditionally or unconditionally agreed to be allotted (whether allotted pursuant to the options or otherwise) under the approval of the Board of the Company shall not exceed 20% of the aggregate nominal value of H Shares of the Company in issue on the date of passing the relevant resolution at the general meeting; and

• (c) The Board of the Company (or Director(s) authorised by the Board) will exercise the rights under the above mandate only under the circumstances where it is in compliance with the Company Law and the Hong Kong Listing Rules (both as amended from time to time) and obtains the approval from the China Securities Regulatory Commission and/or other related Chinese government authorities.

And for the purpose of this proposal:

“ Relevant Period ” means the period from the date of the passing of this proposal until whichever is the earliest of the followings:

• (a) the conclusion of the next annual general meeting of the Company;

• (b) the expiration of 12-month period after the passing of this proposal; or

• (c) the date on which the mandate granted under this proposal is revoked or varied by a special resolution at a general meeting.

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• (2) Subject to the fact the Board resolved to exercise general mandate to issue H shares according to paragraph (1) of this resolution, the Board (or Director(s) authorised by the Board) is authorised:

• (a) to formulate and implement detailed issue proposals which includes, without limitation, the pricing mechanism and/or the issue price (including a price range), the number of shares to be issued, the target subscribers and the use of proceeds; to determine the issue timing and issue period, and to decide whether to place to existing shareholders or not when exercising the above-mentioned general mandate;

• (b) to engage intermediaries in connection with the issue and to approve and execute all actions, deeds, documents and such other matters that are necessary, appropriate, expedient or relevant to the issue; to consider, approve and execute agreements relating to the issue on behalf of the Company, including but not limited to placing and underwriting agreements, engagement agreements with intermediaries;

• (c) to consider, approve and execute, on behalf of the Company, the applications and documents relating to the issue to be submitted to relevant regulatory authorities; to fulfill relevant approval procedures in accordance with the requirements of regulatory authorities and requirements at the places where the Company is listed, and to handle all necessary archiving, registration and filing procedures at related government authorities in China, Hong Kong and/or any other districts and jurisdictions (if applicable);

• (d) to make amendments to the relevant agreements and legal documents mentioned in (b) and (c) above in accordance with the requirements of domestic and foreign regulatory authorities; and

• (e) to approve the Company to increase its registered capital correspondingly after the issue pursuant to the H Shares in issue and to make relevant amendments as it thinks fit to the Articles of Association of the Company to reflect corresponding changes in the Company’s registered capital, total capital and shareholding structure.

By order of the Board

Beijing Urban Construction Design & Development Group Co., Limited Wang Liping Chairman

Beijing, 15 April 2016

As at the date of this announcement, the executive directors of the Company are Wang Hanjun and Li Guoqing; the non-executive directors of the Company are Wang Liping, Chen Daihua, Guo Yanhong, Wang Hao, Guan Jifa, Su Bin, Kong Lingbin and Tang Shuchang; and the independent non-executive directors of the Company are Zhang Fengchao, Wang Dexing, Yim Fung, Sun Maozhu and Liang Qinghuai.

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Notes:

1. Details of the above resolutions are set out in the Circular.

2. The register of members of the Company will be closed from Tuesday, 3 May 2016 to Thursday, 2 June 2016, both days inclusive, during which period no transfer of Shares will be registered. Holders of H Shares and Domestic Shares whose names appeared on the register of members of the Company as at Thursday, 2 June 2016 shall be entitled to attend and vote at this AGM. In order for holders of H Shares of the Company to qualify for attending and voting at this AGM, all transfer documents accompanied by the relevant H Share certificates must be lodged with the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited, at Rooms 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Monday, 2 May 2016 for registration.

3. The register of members of the Company will be closed from Wednesday, 15 June 2016 to Monday, 20 June 2016, both days inclusive, during which period no transfer of Shares will be registered. Holders of H Shares and Domestic Shares whose names appeared on the register of members of the Company as at Monday, 20 June 2016 shall be entitled to receive the 2015 final dividends (subject to the approval of the Shareholders at the AGM). In order for holders of H Shares of the Company to receive the 2015 final dividends, all transfer documents accompanied by the relevant H Share certificates must be lodged with the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited, at Rooms 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Tuesday, 14 June 2016 for registration.

4. A Shareholder entitled to attend and vote at this AGM may appoint one or more proxies to attend and vote in his stead. A proxy need not be a Shareholder of the Company but must attend this AGM in person to represent the relevant shareholder.

5. The instrument appointing a proxy must be in writing under the hand of a Shareholder or his attorney duly authorised in writing. If the Shareholder is a corporation, that instrument must be executed either under its common seal or under the hand of its director(s) or duly authorised attorney. If that instrument is signed by an attorney of the Shareholder, the power of attorney authorising that attorney to sign, or other documents of authorisation, must be notarised.

6. In order to be valid, the proxy form together with the notarised power of attorney or other documents of authorisation (if any) must be deposited at the Secretariat of the Board of Directors of the Company, at No. 5 Fuchengmen North Street, Xicheng District, Beijing, China for holders of Domestic Shares and at the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for holders of H Shares not less than 24 hours before the time stipulated for convening this AGM (or any adjournment thereof) (as the case may be). Completion and return of a proxy form will not preclude a shareholder from attending and voting in person at this AGM (or any adjournment thereof) if he or she so wishes. If no direction is given, the proxy will be entitled to vote or abstain as he or she thinks fit.

7. Holders of Domestic Shares who intend to attend this AGM in person or by proxy should complete and deposit the reply slip for attending the meeting at the secretariat of the Board of Directors of the Company on or before Thursday, 12 May 2016 in hand, by post or by fax. Holders of H Shares who intend to attend this AGM in person or by proxy should complete and deposit the reply slip for attending the meeting at Computershare Hong Kong Investor Services Limited on or before Thursday, 12 May 2016 in hand, by post or by fax.

8. This AGM is estimated to last for about half a day. Shareholders or their proxies who attend this AGM (and any adjournment thereof) shall bear their own travelling and accommodation expenses. Shareholders or their proxies shall produce their identity documents when attending this AGM (and any adjournment thereof).

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