Beijing Urban Construction Design & Development Group Co., Limited — Proxy Solicitation & Information Statement 2023

Sep 26, 2023

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubts as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Beijing Urban Construction Design & Development Group Co., Limited , you should at once hand this circular together with the accompanying proxy form for the extraordinary general meeting to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

==> picture [369 x 50] intentionally omitted <==

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)

APPOINTMENT OF AUDITOR FOR 2023 AND NOTICE OF THE 2023 THIRD EXTRAORDINARY GENERAL MEETING

The EGM of the Company is to be held at Conference Room, 5 Fuchengmen North Street, Xicheng District, Beijing, the PRC at 2:30 p.m. on Wednesday, 18 October 2023. A letter from the Board is set out on pages 3 to 5 of this circular. Notice convening the EGM is set out on pages 6 to 7 of this circular.

If you intend to appoint a proxy to attend the EGM, you are required to complete and return the proxy form in accordance with the instructions printed thereon as soon as possible. For holders of H Shares, the proxy form should be returned 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 in hand or by post not less than 24 hours before the time stipulated for convening the EGM or any adjourned meeting thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or any adjourned meeting thereof if you so wish.

27 September 2023

CONTENT

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
NOTICE OF THE 2023 THIRD EXTRAORDINARY GENERAL MEETING . . .	6

– i –

DEFINITIONS

In this circular, the following expressions shall have the following meanings unless the context otherwise requires:

• “Articles of Association”

the articles of association of the Company as amended, modified or supplemented from time to time

• “Board” or “Board of Directors” the board of directors of the Company

• “Company”

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 with limited liability incorporated in the PRC, the H Shares of which are listed on the Main Board of the Hong Kong Stock Exchange (Stock Code: 1599)

• “Director(s)” the director(s) of the Company

• “Domestic Share(s)”

• ordinary share(s) in the share capital of the Company with a nominal value of RMB1.00 each, which are subscribed for and paid up in Renminbi and which are currently not listed or traded on any stock exchange

• “Domestic Shareholder(s)” holder(s) of Domestic Shares

• “EGM”

the 2023 Third Extraordinary General Meeting of the Company to be convened on Wednesday, 18 October 2023 to consider and, if thought fit, approve the resolution in relation to the appointment of auditor for 2023

• “H Share(s)”

• ordinary share(s) in the share capital of the Company, with a nominal value of RMB1.00 each, which are listed on the Hong Kong Stock Exchange

• “H Shareholder(s)” holder(s) of H Shares

• “Hong Kong”

• the Hong Kong Special Administrative Region of the PRC

• “Hong Kong Listing Rules” The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

• “Hong Kong Stock Exchange”

The Stock Exchange of Hong Kong Limited

– 1 –

DEFINITIONS

“PRC” or “China”	the People’s Republic of China which, for the purpose of
	this circular only, shall exclude Hong Kong, the Macau
	Special Administrative Region and Taiwan
“RMB”	Renminbi, the lawful currency of the PRC
“Share(s)”	H Share(s) and Domestic Share(s) of the Company
“Shareholder(s)”	holders of the Shares of the Company

– 2 –

LETTER FROM THE BOARD

==> picture [369 x 49] intentionally omitted <==

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)

Members of the Board:

Executive Directors: Wang Hanjun Li Guoqing

Registered office:

5 Fuchengmen North Street Xicheng District Beijing PRC

Non-executive Directors:

Pei Hongwei (Chairman) Shi Huaxin Peng Dongdong Li Fei Wang Tao Tang Qimeng

Principal place of business

in Hong Kong:

40th Floor, Dah Sing Financial Centre No. 248 Queen’s Road East Wanchai Hong Kong

Independent non-executive Directors: Wang Guofeng Qin Guisheng Ma Xufei Xia Peng

27 September 2023

To the Shareholders:

Dear Sir or Madam,

APPOINTMENT OF AUDITOR FOR 2023 AND NOTICE OF THE 2023 THIRD EXTRAORDINARY GENERAL MEETING

I. INTRODUCTION

On behalf of the Board, I invite you to attend the EGM to be held at Conference Room, 5 Fuchengmen North Street, Xicheng District, Beijing, the PRC at 2:30 p.m. on Wednesday, 18 October 2023.

– 3 –

LETTER FROM THE BOARD

The purpose of this circular is to provide you with the notice of the EGM and the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolution to be proposed at the EGM.

II. TO CONSIDER AND APPROVE THE APPOINTMENT OF AUDITOR FOR 2023

Reference is made to the announcement of the Company dated 3 August 2023 in relation to the proposed change of auditor.

Pursuant to the requirements under the Administrative Measures for the Appointment of Accounting Firms by State-owned Enterprises and Listed Companies (Cai Kuai [2023] No. 4) (《國有企業、上市公司選聘會計師事務所管理辦法》(財會 [2023]4號)) (the “ Administrative Measures ”) jointly issued by the Ministry of Finance of the People’s Republic of China, the State-owned Assets Supervision and Administration Commission of the State Council and the China Securities Regulatory Commission, the term of audit services provided by Ernst & Young (“ E&Y ”) for the Company has reached the longest consecutive audit period specified in the Administrative Measures, the Company is required to change the auditor for the year ending 31 December 2023. Therefore, the Board of Directors of the Company has proposed E&Y to resign as the independent auditor of the Company. E&Y has resigned as the auditor of the Company with effect from 3 August 2023. The Company has communicated with E&Y on the change of auditor and acknowledged that E&Y has no disagreement with the change. The Company has confirmed with E&Y that there is no disagreement between E&Y and the Company, nor are there any matters related to its resignation that need to be brought to the attention of the shareholders of the Company.

Upon review by the audit committee of the Board of Directors of the Company and consideration by the Board of Directors of the Company, the Company intends to engage Da Hua Moore International CPA Limited as the auditor of the Company for the year ending 31 December 2023, with a term of office commencing from the date of approval at the EGM until the conclusion of the next annual general meeting of the Company and a total audit fee of RMB1.9 million for the year ending 31 December 2023.

This resolution was considered and passed at the meeting of the Board, and is hereby proposed to the EGM for consideration and approval by way of ordinary resolution.

III. EGM

The EGM will be held at Conference Room, 5 Fuchengmen North Street, Xicheng District, Beijing, the PRC at 2:30 p.m. on Wednesday, 18 October 2023, to consider and approve the resolution for the appointment of auditor for 2023. Notice convening the EGM is set out on pages 6 to 7 in this circular.

– 4 –

LETTER FROM THE BOARD

If you intend to appoint a proxy to attend the EGM, you are required to complete and return the proxy form in accordance with the instructions printed thereon as soon as possible. For holders of H Shares, the proxy form should be returned 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 in hand or by post not less than 24 hours before the time stipulated for convening the EGM or any adjourned meeting thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or any adjourned meeting thereof if you so wish.

In order to determine the list of Shareholders who will be entitled to attend and vote at the EGM, the register of members of the Company will be closed from Friday, 13 October 2023 to Wednesday, 18 October 2023, both days inclusive, during which period no transfer of Shares will be registered.

For the identification of Shareholders who are qualified to attend and vote at the EGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for H Shareholders), or the registered address of the Company (for Domestic Shareholders), for registration not later than 4:30 p.m. on Thursday, 12 October 2023. Shareholders whose names appear on the register of members of the Company on Wednesday, 18 October 2023 will be entitled to attend and vote at the EGM.

IV. VOTING BY WAY OF POLL

According to the Hong Kong Listing Rules and the Articles of Association, the resolution set out in the notice of the EGM will be voted on by way of poll. Results of the poll voting will be posted on the website of the Company at www.bjucd.com and the HKEXnews website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk upon the conclusion of the EGM.

V. RECOMMENDATIONS

The Directors (including independent non-executive Directors) are of the view that the resolution to be proposed for consideration at the EGM are in the interests of the Company and its Shareholders as a whole. Therefore, the Directors recommend Shareholders to vote in favour of relevant resolution set out in the relevant notice to be proposed at the EGM.

Yours faithfully,

By order of the Board

Beijing Urban Construction Design & Development Group Co., Limited Pei Hongwei

Chairman

– 5 –

NOTICE OF THE 2023 THIRD EXTRAORDINARY GENERAL MEETING

==> picture [369 x 49] intentionally omitted <==

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)

NOTICE OF THE 2023 THIRD EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2023 Third Extraordinary General Meeting (the “ EGM ”) of Beijing Urban Construction Design & Development Group Co., Limited (the “ Company ”) will be held at Conference Room, 5 Fuchengmen North Street, Xicheng District, Beijing, the PRC at 2:30 p.m. on Wednesday, 18 October 2023, to consider and, if thought fit, approve the following resolution:

ORDINARY RESOLUTION

1. To consider and approve the appointment of auditor for 2023

By order of the Board Beijing Urban Construction Design & Development Group Co., Limited Pei Hongwei

Chairman

Beijing, 27 September 2023

As at the date of this notice, the executive directors of the Company are Wang Hanjun and Li Guoqing; the non-executive directors of the Company are Pei Hongwei, Shi Huaxin, Peng Dongdong, Li Fei, Wang Tao and Tang Qimeng; and the independent non-executive directors of the Company are Wang Guofeng, Qin Guisheng, Ma Xufei and Xia Peng.

Notes:

1. The register of members of the Company will be closed from Friday, 13 October 2023 to Wednesday, 18 October 2023, both days inclusive, during which period no transfer of shares will be registered. Holders of H Shares and domestic shares whose names appeared on the register of members of the Company as at Wednesday, 18 October 2023 shall be entitled to attend and vote at the EGM. Holders of H Shares of the Company who intend to attend and vote at the EGM must lodge all transfer documents accompanied by the relevant H Share certificates with the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Thursday, 12 October 2023 for registration.

2. A shareholder entitled to attend and vote at the EGM may appoint one or more proxies to attend and vote in his/her stead. A proxy need not be a shareholder of the Company but must attend the EGM in person to represent the relevant shareholder.

– 6 –

NOTICE OF THE 2023 THIRD EXTRAORDINARY GENERAL MEETING

1. The instrument appointing a proxy must be in writing under the hand of a shareholder or his attorney duly authorised in writing. If the shareholder is a corporation, the instrument must be executed either under its common seal or under the hand of its director(s) or duly authorised attorney. If the instrument is signed by an attorney of the shareholder, the power of attorney authorising that attorney to sign, or other documents of authorisation, must be notarised.

2. In order to be valid, the proxy form together with the notarised power of attorney or other documents of authorisation (if any) must be deposited at the secretariat of the board of directors of the Company at 5 Fuchengmen North Street, Xicheng District, Beijing, the PRC for holders of domestic shares and at 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 for holders of H Shares not less than 24 hours before the time stipulated for convening the EGM (or any adjournment thereof) (as the case may be). Completion and return of a proxy form will not preclude a shareholder from attending and voting in person at the EGM (or any adjournment thereof). If no direction is given, the proxy will be entitled to vote or abstain as he or she thinks fit.

3. The EGM is estimated to last for about half a day. Shareholders or their proxies who attend the EGM (or any adjournment thereof) shall bear their own travelling and accommodation expenses. Shareholders or their proxies shall produce their identity documents when attending the EGM (or any adjournment thereof).

– 7 –