Beijing Urban Construction Design & Development Group Co., Limited — Proxy Solicitation & Information Statement 2019

Dec 5, 2019

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REVISED PROXY FORM

FOR THE 2019 SECOND EXTRAORDINARY GENERAL MEETING OF BEIJING URBAN CONSTRUCTION DESIGN & DEVELOPMENT GROUP CO., LIMITED TO BE HELD ON 30 DECEMBER 2019 AND AT ANY ADJOURNMENT THEREOF

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

[[(Note 3)]] H shares/domestic shares[[(Note 4)]] of RMB1.00 each

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 2019 Second Extraordinary General Meeting of the Company (the “ EGM ”) to be held at Conference Room 501, 5/F, Block D, Hengtai Center, No. 18 Fengtai North Road, Fengtai District, Beijing, the PRC at 2:30 p.m. on Monday, 30 December 2019, or at any adjournment thereof as hereunder indicated in respect of the resolutions set out in the revised notice convening the EGM dated 5 December 2019, 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 continuing connected transactions withBeijing Urban Construction Group Co., Ltd.:“THAT, the Integrated Services Framework Agreement to beexecuted by the Company and Beijing Urban Construction GroupCo., Ltd. and the annual caps for the continuing connectedtransactions contemplated thereunder for the three years ending 31December 2022 are hereby approved and confirmed; and executivedirector of the Company is hereby authorized to sign or execute suchother documents or supplemental agreements or deeds on behalf ofthe Company and to do all such things and take all such actions as hemay consider necessary or desirable for the purpose of giving effectto the renewal of Integrated Services Framework Agreement withsuch changes as he mayconsider necessary, desirable or expedient.”;
2.	To consider and approve the appointment of Mr. Pei Hongwei as anon-executive director of the Company;
3.	To consider and approve the appointment of Mr. Ma Xufei as anindependent non-executive director of the Company;
4.	To consider and approve the appointment of Mr. Hu Shengjie as asupervisor of the Company; and
5.	To consider and approve the appointment of Mr. Liang Wangnan asa supervisor of the Company.

Signature[(Note 7) ] :

2019

Date:

Important: The revised notice of the second extraordinary general meeting in 2019 of the Company dated 5 December 2019 (the “Revised Notice of the EGM”) should be read prior to the completion of this revised proxy form (the “Revised Proxy Form”).

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 Revised 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 Revised Proxy Form.

6. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, PLEASE TICK (“ ✔ ”) IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, PLEASE TICK (“ ✔ ”) IN THE BOX MARKED “AGAINST”. IF YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTION, PLEASE TICK (“ ✔ ”) IN THE BOX MARKED “ABSTAIN”. The shares of abstaining from voting will be counted in the calculation of the required majority of the resolution. 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 Revised 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 Revised 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 Revised Proxy Form (if this Revised 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, the PRC 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, 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 EGM or any adjournment thereof.

9. Completion and return of this Revised 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.

11. A Shareholder who has not yet lodged the proxy form dispatched on 15 November 2019 (the “ Original Proxy Form ”) in accordance with the instructions printed thereon is requested to lodge the Revised Proxy Form if he or she wishes to appoint proxies to attend the EGM on his or her behalf. In this case, the Original Proxy Form should not be lodged.

12. A Shareholder who has already lodged the Original Proxy Form in accordance with the instructions printed thereon should note that:

• (i) If no Revised Proxy Form is lodged in accordance with the instructions printed hereon, the Original Proxy Form will be treated as a valid Proxy Form lodged by the Shareholder if duly completed. The proxy appointed under the Original Proxy Form will also be entitled to vote in accordance with the instructions previously given by the Shareholder or at his/her discretion (if no such instructions are given) on any resolution properly put to the EGM, including the additional proposed resolutions as set out in the revised notice of EGM.

• (ii) If the Revised Proxy Form is lodged in accordance with the instructions printed hereon at or before 2:30 p.m. on Sunday, 29 December 2019, the Revised Proxy Form will be treated as a valid proxy form lodged by the Shareholder if duly completed.

• (iii) If the Revised Proxy Form is lodged after the closing time set out in the revised notice of EGM, the Revised Proxy Form will be deemed invalid. It will not revoke the Original Proxy Form previously lodged by the Shareholder. The Original Proxy Form will be treated as a valid proxy form if duly completed. The proxy appointed under the Original Proxy Form will also be entitled to vote in accordance with the instructions previously given by the Shareholder or at his/her discretion (if no such instructions are given) on any resolution properly put to the EGM (including the additional proposed resolutions as set out in the revised notice of EGM).

1. Shareholders are reminded that the completion and return of the Original Proxy Form and/or the Revised Proxy Form will not preclude them from attending and voting in person at the EGM or any adjournment thereof.