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

Mar 30, 2023

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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)

PROXY FORM

FOR THE 2023 SECOND EXTRAORDINARY GENERAL MEETING OF BEIJING URBAN CONSTRUCTION DESIGN & DEVELOPMENT GROUP CO., LIMITED TO BE HELD ON 21 APRIL 2023 AND 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 meeting, or [(Note][5)] ofas my/our proxy to attend, act and vote for me/us and on my/our behalf at the 2023 Second Extraordinary General Meeting of the Company (the “ EGM ”) to be held at Conference Room, 5 Fuchengmen, North Street, Xicheng District, Beijing, the PRC at 2:30 p.m. on Friday, 21 April 2023 or at any adjournment thereof as hereunder indicated in respect of the resolutions set out in the notice of the Company convening the EGM dated 30 March 2023, and if no such indication is given, as my/our proxy thinks fit.

		SPECIAL RESOLUTIONS	SPECIAL RESOLUTIONS
	1.	To consider and approve the resolution on the Application for the Initial Public Offering of A Shares and Listing
	2.	To consider and approve the resolution on the Use of Proceeds of and Feasibility Analysis on Initial Public Offering A Shares and Listing
	3.	To consider and approve the resolution on the Price Stabilizing Plan within Three Years upon Initial Public Offering of Shares and Listing
	4.	To consider and approve the resolution on the Accumulated Profits Distribution Plan Prior to the Initial Public Offerin of A Shares
	5.	To consider and approve the resolution on the Remedial Measures on Dilution of Current Returns by Initial Public Offerin of A Shares and Listing and Undertakings of Relevant Undertaking Entities
	6.	To consider and approve the resolution on the Shareholder Dividend Distribution Plan for the Three Years after Initi Public Offering of A Shares and Listing
	7.	To consider and approve the resolution on the Issuance of Relevant Undertaking Matters in relation to the Initial Publ Offering of A Shares and Listing
	8.	To consider and approve the resolution on the Amendments to the Articles of Association
	9.	To consider and approve the resolution on the Amendments to the Rules of Procedure for the Shareholders’ Gener Meeting
	10.	To consider and approve the resolution on the Amendments to the Rules of Procedure for the Board of Directors
	11.	To consider and approve the resolution on the Amendments to the Rules of Procedure for the Board of Supervisors
	12.	To consider and approve the resolution on the Authorization to the Board of Directors and Its Authorized Persons to Hand the Relevant Matters regarding the Application for Initial Public Offering of A Shares and Listing at Their Absolu Discretion
		ORDINARY RESOLUTIONS
	13.	To consider and approve the resolution on the Amendments to the Working Rules for the Independent Directors of Beijin Urban Construction Design & Development Group Co., Limited and Other Rules	g
	13.	01 To consider and approve the Working Rules for the Independent Directors of Beijing Urban Construction Design Development Group Co., Limited
	13.	02 To consider and approve the Management Measures on Connected Transactions of Beijing Urban Construction Design Development Group Co., Limited
	13.	03 To consider and approve the Management Measures on External Guarantees of Beijing Urban Construction Design Development Group Co., Limited
	13.	04 To consider and approve the Management Measures on External Investments of Beijing Urban Construction Design Development Group Co., Limited
	13.	05 To consider and approve the Management Systems for Regulating Fund Transfers with Related Parties of Beijing Urb Construction Design & Development Group Co., Limited
	13.	06 To consider and approve the Management Systems for the Provision of Financial Assistance to External Parties of Beiji Urban Construction Design & Development Group Co., Limited
	13.	07 To consider and approve the Implementation Measures for Cumulative Voting of Beijing Urban Construction Design Development Group Co., Limited
	Date:	2023 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.

4. If a proxy other than the Chairman of the EGM 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 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/her 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.

5. 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”. 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 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 5 Fuchengmen North Street, Xicheng District, Beijing, the PRC not less than 24 hours before the time appointed for the EGM or any adjournment thereof. To be valid, 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.

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

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