Beijing Urban Construction Design & Development Group Co., Limited — Proxy Solicitation & Information Statement 2017

Nov 12, 2017

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PROXY FORM

FOR H SHARES CLASS MEETING OF BEIJING URBAN CONSTRUCTION DESIGN & DEVELOPMENT GROUP CO., LIMITED TO BE HELD ON 26 DECEMBER 2017 AND AT ANY ADJOURNMENT THEREOF

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

being the registered holder(s) of (Note 3) H 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 meeting, or[(Note 4)] of

as my/our proxy to attend, act and vote for me/us and on my/our behalf at the H Shares Class Meeting (the “ H Shares Class Meeting ”) to be held at 501, Block D, Hengtai Center, No. 18 Fengtai North Road, Fengtai District, Beijing, the PRC at 10:00 a.m. on Tuesday, 26 December 2017 or at any adjournment thereof as hereunder indicated in respect of the resolutions set out in the notice convening the H Shares Class Meeting dated 11 November 2017, and if no such indication is given, as my/our proxy thinks fit.

SPECIAL RESOLUTIONS	SPECIAL RESOLUTIONS	FOR(Note 5)	AGAINST(Note 5)	ABSTAIN(Note 5)
1.	“THAT (a) the proposed Key Employee Stock Ownership Scheme (“KESOS”) as set out in the July Announcement and the establishment of the general partnership enterprise to hold the domestic shares under the Non-public Issuance be and are hereby approved; (b) the details of the Non-Public Issuance as set out in the July Announcement be and are hereby approved: i. method of issuance, class and nominal value of the shares to be issued ii. subscriber iii. number of shares to be issued iv. price determination method v. lock-up period vi. validity period of the resolutions (c) the subscription of portions of the Key Employee Stock Ownership Scheme (“KESOS Portions”) by connected persons of the Company (the “Connected Participant”) in the manner described under the section headed “Connected Subscription” in the circular of the Company (the “Connected Subscription”), including but not limited to the allotment and issue of not more than 76,000,000 Domestic Shares (subject to the final number of KESOS Portions (and therefore the corresponding Domestic Shares) subscribed by the Connected Participants) to the Partnership Enterprise for the purposes of the Connected Subscriptions, and the transactions contemplated thereunder be and is hereby approved; (d) any executive director(s) of the Company be and are hereby authorised for and on behalf of the Company to sign, seal, execute and deliver all such documents and deeds, and do all such acts, matters and things as they may in their discretion consider necessary or desirable to implement and/or effect the transactions contemplated by the Key Employee Stock Ownership Scheme, the Partnership Enterprise Agreement, the Non-Public Issuance, the Connected Subscriptions and the amendment, variation or modification of the terms and conditions of the Key Employee Stock Ownership Scheme, the Partnership Enterprise Agreement, the Non-Public Issuance and the Connected Subscriptions on such terms and conditions as anyexecutive director(s) of the Companymaythink fit.”

	SPECIAL RESOLUTIONS	FOR(Note 5)	AGAINST(Note 5)	ABSTAIN(Note 5)
2.	“THAT to authorise the Board, and the Board will then delegate the authority to the executive director(s) or person designated by such director(s) to deal with matters in connection with KESOS. Such authorisation includes: (1) to authorise the Board to implement the KESOS by the way of Non-Public Issuance of Domestic Shares; (2) to authorise the Board to deal with change and termination of the KESOS, including but not limited to cancel the qualification of plan holder as agreed in this plan and early termination of the KESOS; (3) to authorise the Board to decide on the extension of the KESOS’s duration; (4) upon the consideration and approval of the KESOS by the general meeting, in the event of changes to the relevant laws, regulations and policies during the implementation period, to authorise the Board to make corresponding adjustments to the KESOS in accordance with the new policies; (5) to authorise the Board to handle all matters in relation to lock- up and unlock of acquired shares under the KESOS; (6) to authorise the Board to determine the detailed subscription standard for target participants under the KESOS; (7) to authorise the Board to handle all matters in relation to establishing the partnership; (8) to authorise the Board to sign, execute, amend and terminate any agreement in relation to the domestic shares under Non-public Issuance and the KESOS; (9) to authorise the Board to handle all the matters in relation to the non-public issuance of domestic shares, including but not limited to handling the registration of the non-public issuance of domestic shares in China Securities Depository and Clearing Co., Ltd.; to propose amendment to the relevant provisions of the Articles of Association and handle matters such as change in business registration according to the actual issuance results; (10) to authorise the Board to handle other necessary matters needed for KESOS, except for those documents explicitly requiring the rights to be exercised by the general meeting; (11) expiry term: the term authorized to the Board shall be consistent with the validperiod of KESOS.”

1. “THAT to authorise the Board, and the Board will then delegate the authority to the executive director(s) or person designated by such director(s) to deal with matters in connection with KESOS. Such authorisation includes:

Date:

2017 Signature[(Note 6)] :

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. If a proxy other than the Chairman of the meeting is preferred, cross out the words “ the Chairman of the meeting, or ” and insert the full name(s) and address(es) of the proxy (or proxies) desired in the space provided. If no name is inserted, the Chairman of the meeting will act as your proxy. A shareholder entitled to attend and vote at the H Share class meeting is entitled to appoint one or more proxies to attend and vote on his behalf. A proxy need not be a H share 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.

5. 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.

6. 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.

7. To be valid, the holders of H shares must deliver the documents mentioned above to the Company’s H share registrar, Computer share 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 H Share class meeting or any adjournment thereof.

8. Completion and return of this proxy form will not preclude you from attending and voting at the H Share class meeting.

9. Identification documents must be shown by shareholder(s) or proxy (or proxies) to attend the H Share class meeting.