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

Jun 28, 2019

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PROXY FORM

FOR THE 2019 FIRST EXTRAORDINARY GENERAL MEETING OF BEIJING URBAN CONSTRUCTION DESIGN & DEVELOPMENT GROUP CO., LIMITED TO BE HELD ON 15 AUGUST 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 First 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 Thursday, 15 August 2019, or at any adjournment thereof as hereunder indicated in respect of the resolutions set out in the notice convening the 2019 First EGM dated 30 June 2019, and if no such indication is given, as my/our proxy thinks fit.

SPECIAL RESOLUTIONS	SPECIAL RESOLUTIONS	FOR(Note 6)	AGAINST(Note 6)	ABSTAIN(Note 6)
1.	To consider and approve the amendments to the Articles ofAssociation of Beijing Urban Construction Design & DevelopmentGroupCo., Limited;
2.	To consider and approve the amendments to the Rules of Procedurefor the General Meeting of Beijing Urban Construction Design &Development GroupCo., Limited;
3.	To consider and approve the amendments to the Rules of Procedurefor the Board of Directors of Beijing Urban Construction Design &Development GroupCo., Limited; and
ORDINARY RESOLUTION		FOR(Note 6)	AGAINST(Note 6)	ABSTAIN(Note 6)
4.	To consider and approve the major and connected transactionentered into with a subsidiary of Beijing Infrastructure InvestmentCo., Ltd.

Signature[(Note 7) ] :

2019

Date:

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 (“ ✔ ”) 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 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, 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 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.