Beijing Urban Construction Design & Development Group Co., Limited — Proxy Solicitation & Information Statement 2015

Dec 10, 2015

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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)

PROXY FORM FOR THE FIRST EXTRAORDINARY GENERAL MEETING IN 2016 OF BEIJING URBAN CONSTRUCTION DESIGN & DEVELOPMENT GROUP CO., LIMITED TO BE HELD ON 28 JANUARY 2016 AND AT ANY ADJOURNMENT THEREOF

I/We [(Note][1)] of [(Note][2)]

(Note 3) H shares/domestic shares (Note 4) of

being the registered holder(s) of H shares/domestic shares of RMB1.00 each in the share capital of Beijing Urban Construction Design & Development Group Co., Limited (the “ Company ”), hereby appoint the Chairman of the Extraordinary General Meeting, or [(Note][5)] of

as my/our proxy to attend, act and vote for me/us and on my/our behalf at the First Extraordinary General Meeting in 2016 of the Company (the “ Extraordinary General Meeting ”) to be held at Conference Room 620, Building 2, No. 5 Fuchengmen North Street, Xicheng District, Beijing, China at 9:30 a.m. on Thursday, 28 January 2016 or at any adjournment thereof as hereunder indicated in respect of the resolution set out in the notice convening the First Extraordinary General Meeting in 2016 dated 11 December 2015, and if no such indication is given, as my/our proxy thinks fit.

		Ordinary Resolutions		FOR (Note 6)	FOR (Note 6)	AGAINST (Note 6) ABSTAIN (Note 6)	AGAINST (Note 6) ABSTAIN (Note 6)	AGAINST (Note 6) ABSTAIN (Note 6)	AGAINST (Note 6) ABSTAIN (Note 6)
	1.	To approve, confirm and rectify the Supplemental Agreement
		to the Existing Non-competition Agreement entered into by
		the Company and BUCG on 29 October 2015 to amend the
		Existing Non-competition Agreement
	2.	To approve, confirm and rectify the Supplemental Agreement
		to the Integrated Services Framework Agreement entered
		into by the Company and BUCG on 9 December 2015 to
		amend the Integrated Services Framework Agreement
	3.	To consider and approve the revision of the annual cap of the
		revenue transactions under the Integrated Services
		Framework Agreement as amended by the Supplemental
		Agreement to the Integrated Services Framework Agreement
		for the financial year ending 31 December 2016
	4.	To consider and approve the appointment of Mr. Guan Jifa as
		a non-executive Director of the Company
	5.	To consider and approve the appointment of Ms.	Guo
		Yanhong as a non-executive Director of the Company
	6.	To consider and approve the appointment of Mr. Fu Yanbing
		as a supervisor of the Company

Date:

Signature [(Note][7)] :

Notes:

1. Please insert full name(s) of the shareholder(s) as registered in the register of members of the Company in block capitals.

2. Please insert full address(es) of the shareholder(s) as registered in the register of members of the Company in block capitals.

3. Please insert the number of shares registered in your name(s). If no number is inserted, this proxy form will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

4. Please delete as appropriate.

5. Meeting, If a proxy or other” andthaninsertthetheChairmanfull name(s)of theandExtraordinaryaddress(es) ofGeneralthe proxyMeeting(or proxies)is preferred,desiredcrossin theoutspacethe provided.words “ the If Chairman no name is of inserted, the Extraordinary the Chairman General of the Extraordinary General Meeting will act as your proxy. A shareholder entitled to attend and vote at the Extraordinary General Meeting of the Company is entitled to appoint one or more proxies to attend and vote on his behalf. A proxy need not be a shareholder of the Company but must be present in person to represent you. Any changes should be initialled by the person who signs this proxy form.

6. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, PLEASE TICK (“ ✔ ”) THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, PLEASE TICK (“ ✔ ”) THE BOX MARKED “AGAINST”. IF YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTION, PLEASE TICK (“ ✔ ”) IN THE BOX MARKED “ABSTAIN”. If you do not indicate how you wish your proxy to vote, the person appointed as your proxy will exercise his/her discretion to vote or abstain from voting.

7. This proxy form must be signed by you or your attorney duly authorized in writing or, in the case of a legal person, must either be executed under seal or under the hand of a director or an attorney duly authorized to sign the same. If this proxy form is signed by an attorney of the appointor, the power of attorney authorizing that attorney to sign, or other documents of authorization, must be notarized.

8. To be valid, the holders of domestic shares who intend to attend the Extraordinary General Meeting shall deliver this proxy form (if this proxy form is signed by your attorney authorised, together with a notarially certified copy of the power of attorney or other authorisation document (if any)) to the Secretariat of the board of directors of the Company at No. 5 Fuchengmen North Street, Xicheng District, Beijing, China not less than 24 hours before the time appointed for the Extraordinary General Meeting or any adjournment thereof. The holders of H shares must deliver the documents mentioned above to 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 not less than 24 hours before the time appointed for the Extraordinary General Meeting or any adjournment thereof.

9. Completion and return of this proxy form will not preclude you from attending and voting at the Extraordinary General Meeting.

10. Identification documents must be shown by shareholder(s) or proxy (or proxies) to attend the Extraordinary General Meeting.