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

Jan 19, 2017

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PROXY FORM

FOR THE 2017 FIRST EXTRAORDINARY GENERAL MEETING OF BEIJING URBAN CONSTRUCTION DESIGN & DEVELOPMENT GROUP CO., LIMITED TO BE HELD ON 9 MARCH 2017 AND AT ANY ADJOURNMENT THEREOF

I/We [(Note 1)] of [(Note 2)] being the registered holder(s) of [(Note 3)] H shares/domestic shares [(Note 4)] 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 EGM, or [(Note 5)] of

as my/our proxy to attend, act and vote for me/us and on my/our behalf at the 2017 First Extraordinary General Meeting of the Company (the “ EGM ”) to be held at 12A, Block D, Hengtai Center, No. 18 Fengtai North Road, Fengtai District, Beijing, the PRC at 9:30 a.m. on Thursday, 9 March 2017 or at any adjournment thereof as hereunder indicated in respect of the resolutions set out in the notice convening the EGM dated 20 January 2017, and if no such indication is given, as my/our proxy thinks fit.

Ordinary Resolutions	Ordinary Resolutions	FOR(Note 6)	AGAINST(Note 6)	ABSTAIN(Note 6)
1.	To consider and approve the resolution in relation to the renewal of the non-exempt continuing connected transactions of the Company: “THAT, the Integrated Services Framework Agreement proposed to be renewed by the Company and BUCG and the annual caps for the continuing connected transactions contemplated thereunder for the three years ending 31 December 2019 are hereby approved and confirmed; and any one director of the Company is hereby authorized to renew such agreement with BUCG, or to sign or execute such other documents or supplemental agreements or deeds on behalf of the Company and to do all such things and take all such actions as he may consider necessary or desirable for the purpose of giving effect to the renewed Integrated Services Framework Agreement with such changes as he may consider necessary, desirable or expedient.”;
2.	To consider and approve the resolution in relation to the appointment of Mr. Yuan Guoyue as a shareholder representative supervisor of the Company;

Ordinary Resolutions	Ordinary Resolutions	FOR(Note 6)	AGAINST(Note 6)	ABSTAIN(Note 6)
3.	To consider and approve the resolution in relation to the appointment of Ms. Zhao Hong as a shareholder representative supervisor of the Company; and
4.	To consider and approve the resolution in relation to the appointment of Mr. Yan Lianyuan as a non-executive director of the Company.

Date: 2017 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. If a proxy other than the Chairman of the EGM is preferred, cross out the words “ the Chairman of the EGM, 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 EGM will act as your proxy. A shareholder entitled to attend and vote at the EGM 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 EGM 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 12A, Block D, Hengtai Center, No. 18 Fengtai North Road, Fengtai District, Beijing, China not less than 24 hours before the time appointed for the EGM or any adjournment thereof. 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 EGM or any adjournment thereof.

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

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