Beijing Urban Construction Design & Development Group Co., Limited — Proxy Solicitation & Information Statement 2024

Feb 21, 2024

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.

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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)

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE GENERAL MEETING

PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS

PROPOSED EXTENSION OF THE VALIDITY PERIOD OF THE GENERAL MEETING RESOLUTION AND AUTHORIZATION IN RELATION TO THE INITIAL PUBLIC OFFERING AND LISTING OF A SHARES ENTERING INTO CONTINUING CONNECTED TRANSACTIONS NOTICE OF THE 2024 FIRST EXTRAORDINARY GENERAL MEETING NOTICE OF THE 2024 FIRST DOMESTIC SHARES CLASS MEETING AND

NOTICE OF THE 2024 FIRST H SHARES CLASS MEETING

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

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The EGM, the Domestic Shares Class Meeting and the H Shares Class Meeting of the Company are to be held at Conference Room, 5 Fuchengmen North Street, Xicheng District, Beijing, the PRC at 2:30 p.m. on Friday, 8 March 2024. A letter from the Board is set out on pages 4 to 33 of this circular. Notices convening the EGM, the Domestic Shares Class Meeting and the H Shares Class Meeting are set out on pages 153 to 159 of this circular.

A letter from the Independent Board Committee containing its recommendations to the Independent Shareholders is set out on pages 34 to 35 of this circular. A letter from Merdeka containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 36 to 58 of this circular.

If you intend to appoint a proxy to attend the EGM, the Domestic Shares Class Meeting and the H Shares Class Meeting, you are required to complete and return the proxy form in accordance with the instructions printed thereon as soon as possible. For H Shareholders, 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 and the Class Meetings 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 and the Class Meetings or any adjourned meeting thereof if you so wish.

22 February 2024

CONTENTS

		Page
DEFINITIONS	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
**LETTER FROM **	THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
**LETTER FROM **	THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . .	34
**LETTER FROM **	MERDEKA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	36
APPENDIX I	COMPARISON CHART OF AMENDMENTS TO THE
	ARTICLES OF ASSOCIATION OF BEIJING URBAN
	CONSTRUCTION DESIGN & DEVELOPMENT
	GROUP CO., LIMITED. . . . . . . . . . . . . . . . . . . . . . . . . .	59
APPENDIX II	COMPARISON CHART OF AMENDMENTS TO THE
	RULES OF PROCEDURE FOR THE GENERAL
	MEETING OF BEIJING URBAN CONSTRUCTION
	DESIGN & DEVELOPMENT GROUP CO., LIMITED .	63
APPENDIX III	COMPARISON CHART OF AMENDMENTS TO THE
	RULES OF PROCEDURE FOR THE BOARD OF
	DIRECTORS OF BEIJING URBAN CONSTRUCTION
	DESIGN & DEVELOPMENT GROUP CO., LIMITED .	66
APPENDIX IV	COMPARISON CHART OF AMENDMENTS TO THE
	ARTICLES OF ASSOCIATION OF BEIJING URBAN
	CONSTRUCTION DESIGN & DEVELOPMENT
	GROUP CO., LIMITED (DRAFT). . . . . . . . . . . . . . . . . .	71
APPENDIX V	COMPARISON CHART OF AMENDMENTS TO THE
	RULES OF PROCEDURE FOR THE GENERAL
	MEETING OF BEIJING URBAN CONSTRUCTION
	DESIGN & DEVELOPMENT GROUP CO., LIMITED
	APPLICABLE UPON THE INITIAL PUBLIC
	OFFERING AND LISTING OF A SHARES . . . . . . . . . .	90
APPENDIX VI	COMPARISON CHART OF AMENDMENTS TO THE
	RULES OF PROCEDURE FOR THE BOARD OF
	DIRECTORS OF BEIJING URBAN CONSTRUCTION
	DESIGN & DEVELOPMENT GROUP CO., LIMITED
	APPLICABLE UPON THE INITIAL PUBLIC
	OFFERING AND LISTING OF A SHARES . . . . . . . . . .	98

– i –

CONTENTS

APPENDIX VII	COMPARISON CHART OF AMENDMENTS TO THE
	WORKING RULES FOR THE INDEPENDENT
	DIRECTORS OF BEIJING URBAN CONSTRUCTION
	DESIGN & DEVELOPMENT GROUP CO., LIMITED
	APPLICABLE UPON THE INITIAL PUBLIC
	OFFERING AND LISTING OF A SHARES . . . . . . .	. . .	105
APPENDIX VIII	COMPARISON CHART OF AMENDMENTS TO THE
	MANAGEMENT MEASURES ON CONNECTED
	TRANSACTIONS OF BEIJING URBAN
	CONSTRUCTION DESIGN & DEVELOPMENT
	GROUP CO., LIMITED APPLICABLE UPON THE
	INITIAL PUBLIC OFFERING AND LISTING OF
	A SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . .	138
APPENDIX IX	COMPARISON CHART OF AMENDMENTS TO THE
	MANAGEMENT SYSTEMS FOR REGULATING
	FUND TRANSFERS WITH RELATED PARTIES OF
	BEIJING URBAN CONSTRUCTION DESIGN &
	DEVELOPMENT GROUP CO., LIMITED
	APPLICABLE UPON THE INITIAL PUBLIC
	OFFERING AND LISTING OF A SHARES . . . . . . .	. . .	146
APPENDIX X	COMPARISON CHART OF AMENDMENTS TO THE
	MANAGEMENT SYSTEMS FOR THE PROVISION
	OF FINANCIAL ASSISTANCE TO EXTERNAL
	PARTIES OF BEIJING URBAN CONSTRUCTION
	DESIGN & DEVELOPMENT GROUP CO., LIMITED
	APPLICABLE UPON THE INITIAL PUBLIC
	OFFERING AND LISTING OF A SHARES . . . . . . .	. . .	147
APPENDIX XI	GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . .	. . .	148
**NOTICE OF THE **	2024 FIRST EXTRAORDINARY GENERAL MEETING	. . .	153
**NOTICE OF THE **	2024 FIRST DOMESTIC SHARES CLASS MEETING . .	. . .	156
**NOTICE OF THE **	2024 FIRST H SHARES CLASS MEETING. . . . . . . . . . .	. . .	158

– ii –

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

• “associate(s)”

• shall have the meaning ascribed to it under the Hong Kong Listing Rules

• “Beijing Investment” or “Beijing Beijing Infrastructure Investment Co., Ltd., a substantial Investment Company” shareholder of the Company

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

• “Class Meetings”

• Domestic Shares Class Meeting and H Shares Class Meeting

• “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)

• “Company Law”

• the Company Law of the People’s Republic of China

• “connected person(s)”

• shall have the meaning ascribed to it under the Hong Kong Listing Rules

• “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

• “Domestic Shares Class Meeting”

• the class meeting of Domestic Shareholders to be convened and held

• “EGM”

• the 2024 First Extraordinary General Meeting of the Company to be convened on Friday, 8 March 2024 to consider and, if thought fit, approve the resolutions set out in the Notice of the EGM dated 22 February 2024

– 1 –

DEFINITIONS

• “Existing Integrated Services the Integrated Services Framework Agreement entered Framework Agreement” into by the Company and Beijing Investment Company on 10 March 2021, effective from 1 January 2021 to 31 December 2023

• “Group” the Company and its subsidiaries

• “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

• “H Shares Class Meeting” the class meeting of H Shareholders to be convened and held

• “Hong Kong” 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

• “Independent Board Committee”

• the independent board committee comprising all the independent non-executive Directors, namely Mr. Wang Guofeng, Mr. Qin Guisheng, Mr. Ma Xufei and Mr. Xia Peng, which was established to advise the Independent Shareholders in relation to the terms of the Integrated Services Framework Agreement and the proposed annual caps for revenue of the continuing connected transactions contemplated thereunder for the three financial years ending 31 December 2026

• “Independent Financial Adviser” or “Merdeka”

• Merdeka Corporate Finance Limited, a licensed corporation to carry out Type 6 (advising on corporate finance) regulated activity under the SFO, has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the Integrated Services Framework Agreement and the transactions contemplated thereunder

• “Independent Shareholders”

• Shareholders other than those required by the Hong Kong Listing Rules to abstain from voting on the resolution to be proposed at the EGM in relation to the entering into of the Integrated Services Framework Agreement and the proposed annual caps for the continuing connected transactions contemplated thereunder

– 2 –

DEFINITIONS

• “Integrated Services Framework the integrated services framework agreement entered into Agreement” by the Company with Beijing Investment Company, effective from 1 January 2024 to 31 December 2026

• “Latest Practicable Date” 21 February 2024, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• “Management Measures on the Management Measures on Connected Transactions of Connected Transactions” Beijing Urban Construction Design & Development Group Co., Limited, as amended, modified and supplemented from time to time

• “MTR Construction” Beijing MTR Construction Administration Corporation (北京市軌道交通建設管理有限公司)

• “percentage ratio(s)” percentage ratio(s) as defined in Rule 14A.06(30) of the Hong Kong Listing Rules

• “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

• “Rules of Procedure for the the Rules of Procedure for the Board of Directors of Board of Directors” Beijing Urban Construction Design & Development Group Co., Limited, as amended, modified and supplemented from time to time

• “Rules of Procedure for the General Meeting”

• the Rules of Procedure for the General Meeting of Beijing Urban Construction Design & Development Group Co., Limited, as amended, modified and supplemented from time to time

• “Share(s)” H Share(s) and Domestic Share(s) of the Company

• “Shareholder(s)”

• holders of the Shares of the Company

• “subsidiary(ies)”

• shall have the meaning ascribed to it under the Hong Kong Listing Rules

• “substantial shareholder(s)”

• shall have the meaning ascribed to it under the Hong Kong Listing Rules

“%”

• per cent

– 3 –

LETTER FROM THE BOARD

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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)

Members of the Board: Executive Directors: Wang Hanjun Li Guoqing

Non-executive Directors: Pei Hongwei (Chairman) Shi Huaxin Peng Dongdong Li Fei Wang Tao Tang Qimeng

Registered office:

5 Fuchengmen North Street Xicheng District Beijing PRC

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

22 February 2024

To the Shareholders:

Dear Sir or Madam,

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE GENERAL MEETING PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS PROPOSED EXTENSION OF THE VALIDITY PERIOD OF THE GENERAL MEETING RESOLUTION AND AUTHORIZATION IN RELATION TO THE INITIAL PUBLIC OFFERING AND LISTING OF A SHARES ENTERING INTO CONTINUING CONNECTED TRANSACTIONS NOTICE OF THE 2024 FIRST EXTRAORDINARY GENERAL MEETING NOTICE OF THE 2024 FIRST DOMESTIC SHARES CLASS MEETING AND

NOTICE OF THE 2024 FIRST H SHARES CLASS MEETING

I. INTRODUCTION

On behalf of the Board, I invite you to attend the EGM and the Class Meetings to be held at Conference Room, 5 Fuchengmen North Street, Xicheng District, Beijing, the PRC at 2:30 p.m. on Friday, 8 March 2024.

– 4 –

LETTER FROM THE BOARD

The purpose of this circular is to send you notices of the EGM and the Class Meetings and provide you with all information reasonably required to enable you to make an informed decision on whether to vote for or against the resolutions to be proposed at the EGM and the Class Meetings.

II. PROPOSED AMENDMENTS TO THE EXISTING ARTICLES OF ASSOCIATION

Reference is made to the announcement of the Company dated 9 January 2024 in relation to proposed amendments to the Articles of Association. For the purpose of further improving the corporate governance, it is proposed to make amendments to the Articles of Association of the Company being in effect in accordance with the Company Law and other regulations. For the comparison chart of the amendments to the Articles of Association, please refer to Appendix I.

III. PROPOSED AMENDMENTS TO THE EXISTING RULES OF PROCEDURE FOR THE GENERAL MEETING

For the purpose of further improving the corporate governance structure, the position of vice chairman of the Board is proposed to be created by the Company. In addition, given the invalidation of certain regulatory documents, it is proposed to make amendments to the Rules of Procedure for the General Meeting of the Company being in effect in accordance with the Company Law and other regulations. For the comparison chart of the amendments to the Rules of Procedure for the General Meeting, please refer to Appendix II.

IV. PROPOSED AMENDMENTS TO THE EXISTING RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS

For the purpose of further improving the corporate governance structure, the position of vice chairman of the Board is proposed to be created by the Company. In addition, given the invalidation of certain regulatory documents, it is proposed to make amendments to the Rules of Procedure for the Board of Directors of the Company being in effect in accordance with the Company Law and other regulations. For the comparison chart of the amendments to the Rules of Procedure for the Board of Directors, please refer to Appendix III.

V. PROPOSED EXTENSION OF THE VALIDITY PERIOD OF THE GENERAL MEETING RESOLUTION IN RELATION TO THE INITIAL PUBLIC OFFERING AND LISTING OF A SHARES OF THE COMPANY

The Company considered and approved the resolution on application for the initial public offering and listing of A Shares (the “ Issuance ”) at the 2023 Second Extraordinary General Meeting, the 2023 First Domestic Shares Class Meeting and the 2023 First H Shares Class Meeting held on 21 April 2023.

The key contents of the plan on the Issuance considered and approved are as follows:

1. Class and nominal value of shares to be issued

The shares to be issued under the Issuance are RMB ordinary shares (A Shares) and the nominal value of each share to be issued is RMB1.00.

– 5 –

LETTER FROM THE BOARD

2. Number of shares to be issued

The number of new shares proposed to be issued by the Company to the public will be no less than 10% and no more than 20% of the total share capital after the Issuance, being not less than 149,852,223 shares and not more than 337,167,500 shares (both inclusive). The number of shares actually issued will be determined by the Board and its authorized persons as authorized by the shareholders’ general meeting, the H Shares Class Meeting and the Domestic Shares Class Meeting in accordance with the provisions of laws and regulations, the approval of the securities regulatory authorities and the market conditions with the sponsor or the lead underwriter through consultation according to the capital demand of the Company, the specific conditions of the securities market at the time of issuance, etc. The final number of shares to be issued will not be less than 149,852,223 shares and not more than 337,167,500 shares (both inclusive). The Company has appointed CITIC Securities Company Limited as the lead underwriter of the Issuance, and CITIC Securities Company Limited is an independent third party of the Company.

The Issuance involves new shares without share offering by original Shareholders.

3. Target subscribers

Target subscribers of the Issuance are qualified book building participants and natural persons, legal persons and other institutional investors that have maintained A Shares accounts with the Shanghai Stock Exchange (except those prohibited by the laws, administrative regulations, other applicable regulatory instruments of the PRC and other regulatory requirements to which the Company is subject). If the CSRC or the Shanghai Stock Exchange has other provisions, such provisions shall prevail.

If any of the above subscribers is a connected person of the Company, the Company will take all reasonable measures to comply with the relevant requirements under the listing rules of the stock exchange of the place where the Shares of the Company are listed.

4. Issuance method

The Issuance is a public offering of A Shares and will be conducted by way of a combination of targeted placement to strategic investors, placement to offline investors who have registered with the Securities Association of China through offline book building to offline investors and issuance to public investors online at a fixed price, or other issuance methods recognized by the CSRC and the Shanghai Stock Exchange.

5. Pricing method

The Company and the lead underwriter shall organize book building for issuance of shares and determine the issuance price according to the book building results, or by other methods then recognized by the CSRC or the Shanghai Stock Exchange.

– 6 –

LETTER FROM THE BOARD

The Issuance will adopt a combination of placement to qualified investors through offline book building and online issuance to public investors who hold non-restricted A shares and non-restricted depositary receipts with certain market value in the Shanghai stock market at a fixed price. The Company and the sponsor (lead underwriter) will directly determine the issuance price through offline preliminary book building, while no cumulative tender book building will be conducted offline.

6. Place of share Listing

The proposed place of Listing for the public offering is the Main Board of the Shanghai Stock Exchange.

7. Underwriting method

The underwriting method of the Issuance is standby underwriting.

8. Use of proceeds

Based on the Company’s needs for business development, the proceeds raised from the issuance (after deducting the issuance fees) will be used in the production capacity improvement project, smart design service ability upgrading project and research and development project of digital inspection and intelligent assembly system for the rail transit.

9. Principles for apportionment of issuance-related expenses

The fees related to the Issuance, including underwriting and sponsorship fees, audit and capital verification fees, valuation fees, legal fees, information disclosure fees used in the Issuance, issuance handling fees, etc., shall be borne by the Company.

10. Time of issuance and Listing

The Company shall, at its discretion, select the time of issuance of new shares within the effective period of the decision on the registration from the date on which the Company has obtained the decision on the registration of the public offering of shares from the CSRC; the time of Listing of the Company’s Shares shall be determined through negotiation between the Board of the Company and the lead underwriter upon obtaining the consent on the listing from the Shanghai Stock Exchange.

11. Validity period of resolution

The plan on the Issuance shall be valid within 12 months from the date of the resolution being considered and approved at the shareholders’ general meeting, H Shares Class Meeting and Domestic Shares Class Meeting of the Company.

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LETTER FROM THE BOARD

Upon consideration and approval of the plan on the Issuance at the 2023 Second Extraordinary General Meeting, the 2023 First Domestic Shares Class Meeting and the 2023 First H Shares Class Meeting, the Company has been actively promoting the Issuance. The application materials including the Prospectus for Initial Public Offering (Draft Application) have been submitted to the Shanghai Stock Exchange, and the acceptance notice issued by the Shanghai Stock Exchange in respect of the application materials submitted by the Company for the Issuance was received on 29 December 2023. The Issuance is subject to the approval of the relevant regulatory authorities. The Issuance at present is pending clearance for listing on the Main Board of the Shanghai Stock Exchange and required to obtain the CSRC’s approval of the registration in relation to the public offering. The Company will continue to actively promote the Issuance.

Pursuant to the relevant provisions of the Measures on Registration and Administration of the Initial Public Offering, the Company is required to convene a general meeting for resolution of the Issuance, which shall include, at least, the validity period of the resolutions and the authorization to the Board for specific matters regarding the Issuance. In view of the validity period of the resolutions in respect of the Issuance, which were considered and approved at the 2023 Second Extraordinary General Meeting, the 2023 First Domestic Shares Class Meeting and the 2023 First H Shares Class Meeting is about to expire, in order to ensure the continuity and effectiveness of the work related to the Issuance, the Company applied for the extension of the validity period of the resolution on the Issuance plan for 12 months from the expiry date of the original validity period (i.e. 20 April 2024). The extension of the validity period of the resolution on the Issuance will have no adverse impact on the business operations and financial position of the Company. The Issuance will facilitate the expansion of financing channels for the Company and further enhance the market influence of the Company. The Board believes that the Issuance is conducive to the future development of the Company and is in the interests of the Company and its Shareholders as a whole. Therefore, the Board has considered and approved the relevant resolution, which also has been submitted to the EGM and the Class Meetings for consideration and approval. Except for the extension of the validity period of the resolution on the Issuance plan, other contents of the Issuance plan remain unchanged. For details, please refer to the circular of general meeting of the Company dated 30 March 2023.

– 8 –

LETTER FROM THE BOARD

VI. PROPOSED EXTENSION OF THE VALIDITY PERIOD OF THE AUTHORIZATION BY THE GENERAL MEETING ON THE INITIAL PUBLIC OFFERING AND LISTING OF A SHARES OF THE COMPANY

The 2023 Second Extraordinary General Meeting, the 2023 First Domestic Shares Class Meeting and the 2023 First H Shares Class Meeting of the Company held on 21 April 2023 has considered and approved the resolution on the authorization granted to the Board and its authorized persons to handle the relevant matters regarding the Issuance at their absolute discretion. According to the resolution, the Company considered and approved the authorization granted to the Board (and agreed with the Board to authorize the chairman of the Company and its authorized persons) to handle all the matters regarding the Issuance at their absolute discretion within the scope of relevant laws and regulations, including: signing or modifying documents relating to the Issuance, making corresponding adjustments on the specific plan for the Issuance in accordance with the requirements of relevant laws and regulations, handling equity registration and settlement after completion of the Issuance, deciding on the specific plan for the use of proceeds within the framework determined by resolution of the general meeting, handling the issuance procedures for the Issuance with relevant government departments and other matters. Among which, the resolution on the authorization granted to the Board by the general meeting to handle the relevant matters regarding the Issuance shall be valid within 12 months from the date of the resolution being considered and approved at the 2023 Second Extraordinary General Meeting, the 2023 First Domestic Shares Class Meeting and the 2023 First H Shares Class Meeting.

The validity period of the resolution on the authorization granted to the Board by the general meeting to handle the relevant matters regarding the Issuance, which was considered and approved at the 2023 Second Extraordinary General Meeting, the 2023 First Domestic Shares Class Meeting and the 2023 First H Shares Class Meeting, is due to expire. Therefore, in order to ensure the continuity and effectiveness of the work related to the Issuance, the Company applied for the extension of the validity period of the resolution on the authorization granted to the Board by the general meeting to handle the relevant matters regarding the Issuance for 12 months from the expiry date of the original validity period (i.e. 20 April 2024). Except for the extension of the validity period of the resolution on the authorization granted to the Board by the general meeting to handle the relevant matters regarding the Issuance, other contents of the authorization plan for the Issuance remain unchanged. For details, please refer to the circular of general meeting of the Company dated 30 March 2023.

VII. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION (DRAFT) APPLICABLE UPON THE INITIAL PUBLIC OFFERING AND LISTING OF A SHARES

On 21 April 2023, the Company convened the 2023 Second Extraordinary General Meeting, the 2023 First Domestic Shares Class Meeting and the 2023 First H Shares Class Meeting, at which the Articles of Association (Draft) applicable upon the initial public offering and listing of A Shares was considered and approved.

– 9 –

LETTER FROM THE BOARD

Given the issuance of the Guidelines for the Articles of Association of Listed Companies (2023 Revision) (effective from 15 December 2023), the Measures for the Administration of Independent Directors of Listed Companies (effective from 4 September 2023) by China Securities Regulatory Commission, and the Rules Governing the Listing of Stocks on Shanghai Stock Exchange (effective from 4 September 2023) by the Shanghai Stock Exchange, the Company proposes to amend the Articles of Association (Draft) in accordance with the aforesaid rules and other relevant provisions. For the comparison chart of amendments to the Articles of Association of Beijing Urban Construction Design & Development Group Co., Limited (Draft), please refer to Appendix IV.

After being considered and approved at the general meeting of the Company, the Articles of Association (Draft) shall take effect and be implemented from the date of the initial public offering and listing of A Shares of the Company on the Shanghai Stock Exchange.

VIII. PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE GENERAL MEETING APPLICABLE UPON THE INITIAL PUBLIC OFFERING AND LISTING OF A SHARES

On 21 April 2023, the Company convened the 2023 Second Extraordinary General Meeting, the 2023 First Domestic Shares Class Meeting and the 2023 First H Shares Class Meeting, at which the Rules of Procedure for the General Meeting applicable upon the initial public offering and listing of A Shares was considered and approved.

Given the issuance of the Guidelines for the Articles of Association of Listed Companies (2023 Revision) (effective from 15 December 2023), the Measures for the Administration of Independent Directors of Listed Companies (effective from 4 September 2023) by China Securities Regulatory Commission, and the Rules Governing the Listing of Stocks on Shanghai Stock Exchange (effective from 4 September 2023) by the Shanghai Stock Exchange, the Company proposes to amend the Rules of Procedure for the General Meeting applicable upon the initial public offering and listing of A Shares in accordance with the aforesaid rules and other relevant provisions. For the comparison chart of amendments to the Rules of Procedure for the General Meeting of Beijing Urban Construction Design & Development Group Co., Limited applicable upon the initial public offering and listing of A Shares, please refer to Appendix V.

After being considered and approved at the general meeting of the Company, the Rules of Procedure for the General Meeting shall take effect and be implemented from the date of the initial public offering and listing of A Shares of the Company on the Shanghai Stock Exchange.

– 10 –

LETTER FROM THE BOARD

IX. PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS APPLICABLE UPON THE INITIAL PUBLIC OFFERING AND LISTING OF A SHARES

On 21 April 2023, the Company convened the 2023 Second Extraordinary General Meeting, the 2023 First Domestic Shares Class Meeting and the 2023 First H Shares Class Meeting, at which the Rules of Procedure for the Board of Directors applicable upon the initial public offering and listing of A Shares was considered and approved.

Given the issuance of the Guidelines for the Articles of Association of Listed Companies (2023 Revision) (effective from 15 December 2023), the Measures for the Administration of Independent Directors of Listed Companies (effective from 4 September 2023) by China Securities Regulatory Commission, and the Rules Governing the Listing of Stocks on Shanghai Stock Exchange (effective from 4 September 2023) by the Shanghai Stock Exchange, the Company proposes to amend the Rules of Procedure for the Board of Directors applicable upon the initial public offering and listing of A Shares in accordance with the aforesaid rules and other relevant provisions. For the comparison chart of the amendments to the Rules of Procedure for the Board of Directors of Beijing Urban Construction Design & Development Group Co., Limited applicable upon the initial public offering and listing of A Shares, please refer to Appendix VI.

After being considered and approved at the general meeting of the Company, the Rules of Procedure for the Board of Directors shall take effect and be implemented from the date of the initial public offering and listing of A Shares of the Company on the Shanghai Stock Exchange.

X. PROPOSED AMENDMENTS TO THE APPLICABLE WORKING RULES FOR THE INDEPENDENT DIRECTORS OF BEIJING URBAN CONSTRUCTION DESIGN & DEVELOPMENT GROUP CO., LIMITED AND OTHER RULES UPON INITIAL PUBLIC OFFERING AND LISTING OF A SHARES

On 21 April 2023, the Company convened the 2023 Second Extraordinary General Meeting, the 2023 First Domestic Shares Class Meeting and the 2023 First H Shares Class Meeting, at which the rules, including the Working Rules for the Independent Directors of Beijing Urban Construction Design & Development Group Co., Limited, the Management Measures on Connected Transactions of Beijing Urban Construction Design & Development Group Co., Limited, the Management Systems for Regulating Fund Transfers with Related Parties of Beijing Urban Construction Design & Development Group Co., Limited and the Management Systems for the Provision of Financial Assistance to External Parties of Beijing Urban Construction Design & Development Group Co., Limited (the “ Rules ”) applicable upon the initial public offering and listing of A Shares, were considered and approved.

– 11 –

LETTER FROM THE BOARD

Given the issuance of the Guidelines for the Articles of Association of Listed Companies (2023 Revision) (effective from 15 December 2023), the Measures for the Administration of Independent Directors of Listed Companies (effective from 4 September 2023) by China Securities Regulatory Commission, and the Rules Governing the Listing of Stocks on Shanghai Stock Exchange (effective from 4 September 2023) by the Shanghai Stock Exchange, the Company proposes to amend the Rules applicable upon the initial public offering and listing of A Shares in accordance with the aforesaid rules and other relevant provisions. For the comparison charts of the amendments to the Rules applicable upon the initial public offering and listing of A Shares, please refer to Appendix VII to Appendix X.

After being considered and approved at the general meeting of the Company, the Rules shall take effect and be implemented from the date of the initial public offering and listing of A Shares of the Company on the Shanghai Stock Exchange.

XI. ENTERING INTO CONTINUING CONNECTED TRANSACTIONS

1. Entering into the Integrated Services Framework Agreement

On 10 March 2021, the Company entered into the Existing Integrated Services Framework Agreement with Beijing Investment Company, with effective from 1 January 2021 to 31 December 2023. The Company has also set the annual caps for the continuing connected transactions under such agreements for the three financial years ending 31 December 2023. As the aforementioned Existing Integrated Services Framework Agreement will expire on 31 December 2023, the Company renewed the Integrated Services Framework Agreement with Beijing Investment on 19 December 2023 for a term of three years from 1 January 2024 to 31 December 2026. The Company has also set the annual caps for the continuing connected transactions contemplated thereunder for each year from 2024 to 2026.

The principal terms of the Integrated Services Framework Agreement are set out as follows:

• Parties to the agreement: The Company Beijing Investment Company

• Term of the agreement: From 1 January 2024 to 31 December 2026 Scope of service: (1) The Group will provide Beijing Investment, its subsidiaries and/or associates with construction survey, design and consultancy services as well as construction contracting services; and

• (2) Beijing Investment, its subsidiaries and/or associates will provide the Group with construction survey, design and consultancy services as well as construction contracting services.

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LETTER FROM THE BOARD

Among these services, in terms of construction survey, design and consultancy services, the Group and Beijing Investment, its subsidiaries and/or associates provide survey, design and consultancy services for urban rail transit construction as well as industrial and civil construction and municipal engineering to each other based on different professional businesses in their respective fields, respectively. For the purpose of illustration, there is no overlap in segments between construction survey, design and consultancy services provided by the Group to Beijing Investment, its subsidiaries and/or associates and construction survey, design and consultancy services provided by Beijing Investment, its subsidiaries and/or associates to the Group. Services provided by the Group to Beijing Investment, its subsidiaries and/or associates include but are not limited to the survey, measurement and monitoring of Beijing Subway, bridge and tunnel structure testing and assessment of Beijing Subway and construction drawing design document procedures and technical review of Beijing Subway, etc., while services provided by Beijing Investment, its subsidiaries and/or associates to the Group include the construction of intelligent park for the security control center of Beijing Subway, etc. In terms of construction contracting services, the Group mainly provides traditional construction business under general construction contracting and other related businesses, including Beijing Subway Capacity Expansion and Improvement Engineering Project and City Terminal Comprehensive Transportation Hub Integrated Engineering Project, etc., to Beijing Investment, its subsidiaries and/or associates, while Beijing Investment, its subsidiaries and/or associates mainly provide professional sub-contracting services, including supply of raw materials for construction and procurement of spare parts, etc., to the Group.

Transaction principles:

• (1) Both parties are entitled to choose the counterparties of the transaction.

• (2) Both parties shall carry out the transaction in accordance with the applicable general market practice (if any) and on normal commercial terms.

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LETTER FROM THE BOARD

Pricing principles:

Pursuant to the Integrated Services Framework Agreement, the terms of the agreement for the Group to provide construction survey, design and consultancy services as well as construction contracting services to Beijing Investment, its subsidiaries and/or associates shall not be more favorable to the terms of the agreement for the Group to provide similar services to independent third parties, and the price for services provided by one party to the other party shall be determined at the following principles:

• (1) Where there is government-prescribed price, the government-prescribed price shall prevail (the government-prescribed price refers to the price determined for a certain type of service or services according to the laws, regulations, decisions or orders formulated by the Chinese central government, provincial governments or other regulatory authorities. For further illustration purposes, there is no government-prescribed price for construction survey, design and consultancy services and construction contracting services);

• (2) Where there is no government-prescribed price, but there is government-guided price, then the price would be determined upon considering market factors with reference to the government-guided price (the government-guided price refers to the price determined for a certain type of service or services according to the laws, regulations, decisions and orders formulated by the Chinese central government, provincial governments or other regulatory authorities, which within a certain range, can be adjusted through negotiations between both parties to the transaction (factors taken into consideration when determining prices by both parties including but not limited to material cost, scale and technological difficulties of projects). For further illustration purposes, there is no governmentguided price for construction survey, design and consultancy services. In terms of construction contracting services, the Beijing Municipal Commission of Housing and Urban-Rural Development issued the “Beijing Construction Project Pricing Basis-Urban Rail Transit Project Budget Quota”, while the commissions of housing and urban-rural development of local governments would also publish the project cost information, which would provide basis of calculation (including but not limited to how to calculate project cost in a comprehensive manner based on factors such as labor cost, material cost, scale of projects, etc.) for the construction projects as the reference for the bidding price); or

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LETTER FROM THE BOARD

• (3) Where there is neither government-prescribed price nor government-guided price, then the price would be determined through tender process or other available market price.

The “market price” shall be determined in the following order: (1) the price charged by independent third parties who offer the same type of services under normal commercial terms in the ordinary and usual course of business at or near the area where such services are provided, in such case, reference shall be made to the prices quoted by at least two independent third parties who provide the same or similar type of services under same conditions; (2) or if inapplicable, the price charged by independent third party(ies) then who offer the same type of services under normal commercial terms in the ordinary and usual course of business in the PRC, in such case, reference shall be made to the prices quoted by at least two independent third parties who provide the same or similar type of services under same conditions.

Payment arrangement:

The service fee shall be paid by one party of the agreement to the other party upon completion of relevant services provided within the settlement period (usually 30 days) as agreed under the specific service contract entered into in accordance with the Integrated Services Framework Agreement. If the payment of the consideration is otherwise agreed in the specific service contract, the specific contract shall prevail.

Implementation of agreements:

• (1) Both parties may enter into specific service contracts in accordance with the Integrated Services Framework Agreement (including the annual plan established under the framework agreement). The terms of such specific service contracts shall not exceed the validity period of the Integrated Services Framework Agreement, and all specific service contracts shall not violate the provisions of the Integrated Services Framework Agreement.

• (2) The principles and conditions stipulated in the Integrated Services Framework Agreement shall apply to the specific service contracts which have been entered into when the Integrated Services Framework Agreement was valid. Both parties may, as agreed, determine the new annual specific execution plan in the specific service contracts, or make any adjustments to the terms of renewal and other matters of the contracts according to the actual situation and needs from time to time.

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LETTER FROM THE BOARD

2. The proposed annual caps for the three financial years ending 31 December 2026

2.1 Historical annual caps and historical transaction amounts for the three years ended 31 December 2023

The table below sets out the historical annual caps of the construction survey, design and consultancy services as well as construction contracting services provided by the Group to Beijing Investment, its subsidiaries and/or associates, and the historical annual caps of the construction survey, design and consultancy services as well as construction contracting services provided by Beijing Investment, its subsidiaries and/or its associates to the Group for the three years ended 31 December 2023:

	Historical annual caps for	Historical annual caps for	Historical annual caps for
	**three **	financial years ended
	31 December	31 December	31 December
	2021	2022		2023
	(RMB hundred	(RMB hundred	_(RMB _	hundred
	million)	million)		million)
Revenue generated by the Group
from providing construction
survey, design and consultancy
services to Beijing Investment,
its subsidiaries and/or associates	17	18.7		20.57
Revenue generated by the Group
from providing construction
contracting services to Beijing
Investment, its subsidiaries
and/or associates	21.5	23.65		26.015
Expenditure incurred by Beijing
Investment, its subsidiaries
and/or associates for the
provision of construction survey,
design and consultancy services
to the Group	0.085	0.094		0.10
Expenditure incurred by Beijing
Investment, its subsidiaries
and/or associates for the
provision of construction
contracting services to the Group	0.62	0.682		0.75

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LETTER FROM THE BOARD

The table below sets out the historical transaction amounts and utilization rates of historical annual caps of the construction survey, design and consultancy services as well as construction contracting services provided by the Group to Beijing Investment, its subsidiaries and/or associates, and the historical transaction amounts of the construction survey, design and consultancy services as well as construction contracting services provided by Beijing Investment, its subsidiaries and/or associates to the Group for the two financial years ended 31 December 2022 and the six months ended 30 June 2023:

	Approximate historical	Approximate historical	Approximate historical
	**transaction amounts **		for the
			**six **	months
	year ended	year ended		ended
	31 December	31 December		30 June
	2021	2022		2023
	(RMB hundred	(RMB hundred	_(RMB _	hundred
	million)	million)		million)
Revenue generated by the Group
from providing construction
survey, design and consultancy
services to Beijing Investment,
its subsidiaries and/or associates	4.64	4.47		2.19
Utilization rate (%)	27.29%	23.90%		10.65%
Revenue generated by the Group
from providing construction
contracting services to Beijing
Investment, its subsidiaries
and/or associates	19.69	19.47		6.90
Utilization rate (%)	91.58%	82.33%		26.52%
Expenditure incurred by Beijing
Investment, its subsidiaries and/
or associates for the provision of
construction survey, design and
consultancy services to the
Group	0	0		0.01
Utilization rate (%)	0	0		10%
Expenditure incurred by Beijing
Investment, its subsidiaries
and/or associates for the
provision of construction
contracting services to the Group	0.21	0.03		0
Utilization rate (%)	33.87%	4.39%		0

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LETTER FROM THE BOARD

Note: The low utilization rates of annual caps for the two financial years ended 31 December 2022 and six months ended 30 June 2023 under the Integrated Services Framework Agreement are attributed to factors that certain expected projects were not approved by government for implementation as planned and some of the bids submitted were not awarded. The proposed annual caps under the Integrated Services Framework Agreement for the three financial years ending 31 December 2026 are based on projects currently obtained and expected to be obtained through tender and the aggregation of revenue to be generated therefrom, therefore, the low utilization rates of annual caps for previous years have an insignificant impact on the determination of proposed annual caps for the three financial years ending 31 December 2026.

2.2 Proposed annual caps for the three financial years ending 31 December 2026

The Company estimates that the annual caps for the construction survey, design and consultancy services as well as construction contracting services provided by the Group to Beijing Investment, its subsidiaries and/or associates, and the annual caps for the construction survey, design and consultancy services as well as construction contracting services provided by Beijing Investment, its subsidiaries and/or associates to the Group for the three financial years ending 31 December 2026 are as follows:

	**Proposed annual caps **	**Proposed annual caps **	for
	**the three **	**financial years **	ending
	31 December	31 December	31 December
	2024	2025	2026
	(RMB hundred	(RMB hundred	(RMB hundred
	million)	million)	million)
Revenue to be generated by the
Group from providing
construction survey, design and
consultancy services to Beijing
Investment, its subsidiaries
and/or associates	5.5	6.0	6.5
Revenue to be generated by the
Group from providing
construction contracting services
to Beijing Investment, its
subsidiaries and/or associates	37	58	61.5
Expenditure to be incurred by
Beijing Investment, its
subsidiaries and/or associates for
the provision of construction
survey, design and consultancy
services to the Group	0.0135	0.014	0.015
Expenditure to be incurred by
Beijing Investment, its
subsidiaries and/or associates for
the provision of construction
contracting services to the Group	0.485	0.515	0.5665

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LETTER FROM THE BOARD

2.3 Basis of determination of the proposed annual caps

Taking into account the difference in service nature between construction survey, design and consultancy services, which represent survey, design and consultancy services for urban rail transit construction as well as industrial and civil construction and municipal engineering, and construction contracting services which represent general construction contracting and other related businesses, and in order to better coordinate the operations, the Company sets separate annual caps for construction survey, design and consultancy services and construction contracting services when determining the proposed annual caps under the Integrated Services Framework Agreement.

2.3.1. Revenue

When estimating the annual caps for the revenue to be generated by the Group from providing construction survey, design and consultancy services to Beijing Investment, its subsidiaries and/or associates under the Integrated Services Framework Agreement for the three financial years ending 31 December 2026, the Company has made reference to the historical transaction figures, including historical transaction amounts and reasons of low utilization rates of some annual caps, and considered, among other things, the following key factors:

• (1). The Group provides Beijing Investment, its subsidiaries and/or associates with construction survey, design and consultancy services

• (a) Urban rail transit survey and measurement projects: Beijing Investment, its subsidiaries and/or associates have continuous demand for the survey, measurement and monitoring services for urban rail transit projects such as Beijing Subway Line 17 and Line 12 Engineering Measurement Projects, Beijing Subway Line 14 Third Party Engineering Monitoring Project, etc.; and various projects, including Beijing Subway Line 19 Phase II Engineering Survey Project, Beijing Subway Line 20 Phase I Engineering Survey Project, Beijing Subway Line 11 Phase II Engineering Measurement Project, etc., which are expected to be obtained through tender.

• (b) Urban rail transit design business: Beijing Investment and its subsidiaries are investors and constructors of Beijing Subway, and the Company has obtained numerous project design businesses through tender, such as Beijing Subway Line 1 Branch Line Engineering Design Project, Beijing Sub-Center Railway Station Comprehensive Transportation Hub Engineering Design Project, Beijing Subway Line 11 Western Section (Beijing Winter Olympics Branch Line) Engineering Design Project, etc.; and projects that may be commenced in the construction planning scheme for Beijing Rail Transit, including Line 19, Line 17 and Line R4 and other projects.

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LETTER FROM THE BOARD

• (c) Urban rail transit consultancy business: The Company is currently engaged in a number of rail transit consultancy businesses with Beijing Investment and its subsidiaries, including specialized design and consultancy services for prefabricated construction and indoor Building Information Modeling (“ BIM ”) consultancy services for the Beijing Dongba Project, design and consultancy services for the Beijing Dongba West Depot Primary Structure Reservation and Optimization Project, etc.; and various projects, including consultancy business in Beijing, M101 Engineering BIM Information Consultancy Project, Subway Line 1 Branch Line, etc., which are expected to be obtained through tender.

• (d) Urban rail transit testing business: The Company is currently engaged in a number of rail transit testing businesses with Beijing Investment and its subsidiaries, such as Beijing Sub-Center Railway Station Comprehensive Transportation Hub Physical Testing Project, Beijing Subway Bridge and Tunnel Structure Testing and Assessment Project, Beijing Subway Line 19 Phase I Engineering Main Structure Testing Project; and specialized testing projects for Beijing Subway Line 101, S1 and S6, surrounding road projects of Dongba Transportation Hub, and Jiejia Village Hub superstructure development projects, etc., which are expected to be obtained through tender.

• (e) Urban rail transit construction drawing review business: The Company has obtained numerous construction drawing review businesses with Beijing Investment and its subsidiaries, including construction drawing design document procedures and technical review project of Beijing Subway Line 14, technical consultation of construction drawing review of Beijing Subway Line 17, construction drawing review of Phase I Engineering of Beijing Subway Line 3; and construction drawing review project of Beijing Subway which is expected to be obtained in the future.

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LETTER FROM THE BOARD

In terms of the provision of construction survey, design and consultancy services by the Group to Beijing Investment, its subsidiaries and/or associates, the table below sets out the projects that the Company has obtained and expects to obtain through tender and breakdown of the revenue to be generated from such projects:

		Estimated revenue	Estimated revenue
		As of	As of	As of
		31 December	31 December	31 December
Service type	Specific services	2024	2025	2026
			(RMB million)
Urban rail transit	Beijing Subway Line 22 Engineering	19.52	21.8	21.71
survey and	Project
measurement projects	Beijing Subway Line 13 Engineering Project	7.83	9.79	14.55
	Beijing New Airport Expressway	7.23	4.5	1.82
	Engineering Project
	Beijing Subway Line 1 Engineering Project	5.99	2.19	1.66
	Beijing Subway Line 19 Engineering	4	12	19
	Project
	Beijing Subway Bridge and Tunnel	4	6	8
	Structure Monitoring Project
	Beijing Subway Line 101 Engineering	4	6	8
	Measurement Project
	Beijing Subway Line 1 Branch Line	3	7	8
	Engineering Measurement Project
	Beijing Subway Line 11 Phase II	2	11	22
	Engineering Project
	Beijing Subway Line 17 Engineering	3.39	0.22	0
	Project
	Beijing Subway Line 12 Engineering	3.33	1.51	0
	Project
	Beijing Subway Line 14 Engineering	2.44	1.89	0
	Project
	Beijing Subway Line 16 Engineering	4.87	4.66	0.66
	Project
	Beijing Sub-Center Station Comprehensive	2.87	2.54	2.05
	Transportation Hub Engineering Project
	Beijing Subway Changping Line	2.04	1	1
	Engineering Survey and Measurement
	Project
	Beijing Subway Line 6 Engineering Project	2.34	1.1	0.71
	Beijing Subway Line 28 (Original CBD	3.56	2.7	2.54
	Line) Engineering Project

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LETTER FROM THE BOARD

		Estimated revenue	Estimated revenue
		As of	As of	As of
		31 December	31 December	31 December
Service type	Specific services	2024	2025	2026
			(RMB million)
	Other projects (including Beijing Subway	28.79	71.8	101.34
	Line 10 Project, Beijing Subway Line
	New Airport Line Project, Beijing
	Subway Line S6 Engineering Survey and
	Measurement Project, Beijing Subway
	Line R4 Phase I Northern Section
	Engineering Survey Project, Beijing
	Subway Line 20 Phase I Engineering
	Survey Project, Beijing Subway Line R6
	Phase I Engineering Survey Project,
	Beijing Sub-Center Dongxiaoying Yard
	Superstructure Staff Relocation Housing
	Engineering Project, Beijing Subway Line
	11 Western Section (Beijing Winter
	Olympics Branch Line) Engineering
	Survey Project, Beijing Chaoyang District
	Dongba Vehicle Base Comprehensive
	Utilization Project, Beijing Subway Line
	28 Engineering Topographic Seismic
	Safety Assessment Project, Beijing
	Subway Line 9 Liuliqiao Station Interval
	Monitoring Project, Beijing Subway Line
	14 Westward Extension Engineering
	Survey Project, etc.)
Subtotal		111.2	167.7	213.04

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LETTER FROM THE BOARD

		Estimated revenue	Estimated revenue
		As of	As of	As of
		31 December	31 December	31 December
Service type	Specific services	2024	2025	2026
			(RMB million)
Urban rail transit	Beijing Subway Line 13 Capacity	44.71	45.87	35.51
design business	Expansion and Improvement Engineering
	Design Project
	Beijing Subway Line 1 (Branch Line)	39.99	27.12	19
	Engineering Design Project
	Beijing Suburban Railway Northeast Loop	34.42	22.94	11.47
	Line (Nankou-Guanghua Lu Section)
	Engineering Design Project
	Beijing Subway Line M101 Engineering	19.06	18.48	19.79
	General Contracting and Worksite Design
	Project
	Beijing Subway Line 3 Engineering General	11.65	8.77	5.19
	Contracting and Worksite Design Project
	Beijing Subway New Airport Line	14.47	8.68	8.68
	(Caoqiao-Lize Financial Business
	District) Engineering Design Project
	Beijing Tongzhou District Zhangjiawan	9.82	4.7	1.58
	Depot Comprehensive Utilization Land
	Supply Project
	Beijing Huoying Comprehensive	8.2	7.21	6
	Transportation Hub Integrated
	Comprehensive Utilization Project
	Beijing Subway Line 17 Engineering	8.02	6.83	5.2
	General Contracting and Worksite Design
	Project
	Beijing Dongba West Depot Line 3 Design	6.44	0.46	4.16
	Project
	Beijing Subway Line 22 Engineering	3.13	3.13	3.13
	Design Project
	Beijing Subway Line 3 Engineering Project	4.97	2	1.7
	Beijing Sub-Center Railway Station	3	3.14	0.52
	Comprehensive Transportation Hub
	Engineering Project
	Beijing Subway Line 6 Southward	2.06	1.54	2.57
	Extension Engineering Design Project
	Beijing Subway Line 27 Phase II	4.66	1.64	0
	(Changping Line Southward Extension)
	Engineering Design Project

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LETTER FROM THE BOARD

		Estimated revenue	Estimated revenue
		As of	As of	As of
		31 December	31 December	31 December
Service type	Specific services	2024	2025	2026
			(RMB million)
	Other projects (including Beijing Line 19,	160.61	186.17	223.78
	Line 17, Line R4 Engineering, Line 3,
	Line 12, Fangshan Northward Extension
	Station Municipal Pipe Lines
	Comprehensive Design, Beijing Regional
	Comprehensive Development Project,
	Beijing Subway Line 19 Phase I
	Engineering, Beijing Wangfujing
	Underground Utility Tunnel Engineering
	Design, Beijing Suburban Railway Line
	S2 “Railway + Land” Planning and
	Research Project, Beijing Subway Line
	11 Phase I Engineering, Beijing Line
	Fuba Isolating LV Switch Renewal and
	Reconstruction, Beijing Line Fuba
	Transformer Replacement Engineering
	Design, Beijing Subway Line 5, Line 8
	Phase I, Line 10 Phase I OTE
	Reconstruction Engineering, Beijing
	Subway Line 2 Renewal and Construction
	Engineering Project, etc.)
Subtotal		375.21	348.68	348.28
Urban rail transit	Beijing Dongba Project Prefabricated	1.28	1.28	1.28
consultancy	Construction Specialized Design and
business	Consultancy Project
	Beijing Xingong Project Prefabricated	2.08	0.52	0
	Construction Specialized Design and
	Consultancy Project
	Beijing Subway Line M101 Engineering	0.26	2.09	3.09
	Consultancy Project
	Other projects (including Beijing Crossing	4.5	9.04	12.3
	Existing Lines Specialized Design and
	Consultancy, Beijing Suburban Railway
	Sub-Center Line Westward Extension
	Passenger Flow Forecasting Consultancy
	Service, Beijing Passenger Flow
	Forecasting Model Algorithm Research
	and Program Development Technical
	Service Consultation, Beijing Subway
	Line 28 Engineering Technical
	Consultancy Project, etc.)
Subtotal		8.12	12.93	16.67

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LETTER FROM THE BOARD

		Estimated revenue	Estimated revenue
		As of	As of	As of
		31 December	31 December	31 December
Service type	Specific services	2024	2025	2026
			(RMB million)
Urban rail transit	Beijing Subway Line 12 Engineering	0.32	5.39	1.9
testing business	Testing Project
	Beijing Sub-Center Railway Station	8.97	3.54	0
	Comprehensive Transportation Hub
	Testing Project
	Beijing Subway Line 17 Engineering	1.64	1.1	4.78
	Testing Project
	Beijing Subway Line 16 Engineering	0	2.35	5.35
	Testing Project
	Beijing Subway Bridge and Tunnel	8.39	0	0
	Structure Testing and Assessment Project
	Beijing Sub-Center Dongxiaoying Yard	1.9	0	0
	Superstructure Staff Relocation Housing
	Engineering Project Adjacent to Subway
	Line 6 Pre-and-post Construction Testing
	Other projects (including Beijing Subway	5.05	39.1	42.25
	Line 22 Testing Project, Beijing Subway
	Line 101, Line S1, S6 Specialized
	Testing, Beijing Subway Changping Line
	Southward Extension Engineering Main
	Structure On-site Testing, Beijing Subway
	Line 27 Phase II Testing, Line Batong
	Southward Extension Engineering
	Crossing Engineering Testing, Beijing
	New Airport Expressway Underground
	Comprehensive Utility Tunnel Phase I
	Physical Testing, Beijing Haidian District
	Suzhou Street Station Integrated Project,
	Beijing Subway Line 13 Capacity
	Expansion and Improvement Engineering
	Project, Beijing Subway Line 8 Phase III
	Engineering Affecting Existing Subway
	Line 1 and Line 2 Structure Condition
	Inspection and Testing, etc.)
Subtotal		26.27	51.48	54.28
Urban rail transit	Beijing Subway Line 3 Phase I	7.68	5.8	5.9
construction	Construction Drawing Review Project
drawing review business	Beijing Subway Line 17 Construction Drawing Review Project	4.8	4	3.8
	Beijing New Airport Phase I Section B	7.02	0	0
	Construction Drawing Review Project
	Beijing Subway Line 12 Construction	0	2	3
	Drawing Review Project

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LETTER FROM THE BOARD

		Estimated revenue	Estimated revenue
		As of	As of	As of
		31 December	31 December	31 December
Service type	Specific services	2024	2025	2026
			(RMB million)
	Other projects (including Beijing Subway	9.23	3	5
	Line 14 Construction Drawing Design
	Document Procedures and Technical
	Review Project, Beijing Subway Line 19
	Phase I Construction Drawing Technical
	Review Project, Beijing Subway Line 6
	Westward Extension Construction
	Drawing Review Project, Beijing Subway
	Line Batong Southward Extension
	Construction Drawing Review Project,
	Beijing Subway Airport Express Phase II
	Construction Drawing Design Review
	Project, Beijing New Airport Line Phase I
	Section B Construction Drawing Fire-
	specialized Review Project, etc.)
Subtotal		28.73	14.8	17.7
Total		549.53	595.59	649.97

• (2). The Group provides Beijing Investment, its subsidiaries and/or associates with construction contracting services

When estimating the annual caps for the revenue to be generated by the Group from providing construction contracting services to Beijing Investment, its subsidiaries and/or associates under the Integrated Services Framework Agreement for the three financial years ending 31 December 2026, the Company has made reference to the historical transaction figures, including historical transaction amounts and reasons of low utilization rate of some of historical annual caps, and considered, among other things, the following key factors:

• (a) Subway engineering projects under construction: projects that the Company has obtained through tender and are in progress, include the Beijing Subway Line 13 Capacity Expansion and Improvement Engineering Project, Line 22 (Pinggu Line) Engineering Project, Line 6 Phase II Engineering Project, etc.

• (b) Newly won bid projects: newly won bid projects which the Company currently plans to commence construction in 2024 include Branch Line of Beijing Subway Line 1 Project, Beijing Subway Line S6 (Xincheng Connecting Line) Phase I Project, Rail Transit Line 22 (Pinggu Line) Project, etc.

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LETTER FROM THE BOARD

In terms of the provision of construction contracting services by the Group to Beijing Investment, its subsidiaries and/or associates, the table below sets out the projects that the Company has obtained and expects to obtain through tender and breakdown of the revenue to be generated from such projects:

		Estimated revenue	Estimated revenue	Estimated revenue
		As of	As of		As of
		31 December	31 December	**31 **	December
Service type	Specific services	2024	2025		2026
			(RMB million)
Subway engineering	Beijing Subway Line 22 Engineering	764.04	691.1		342.04
projects under	Project
construction	Beijing Lize Airport Terminal	385.32	752.29		91.74
	Comprehensive Transportation Hub
	Integrated Engineering Project
	Beijing Subway Line 13 Engineering	158.76	253.87		238.92
	Project
	Beijing Subway Line 6 Phase II	293.58	55.05		9.17
	Engineering Project General Contracting
	Engineering Project
	Beijing Shared Supporting Facilities of the	45.87	0		0
	Three Major Buildings under the Urban
	Green Heart Construction Project
	Beijing Subway Line 12 Engineering	31.19	0		0
	Project
	Beijing Chongwenmen Subway Station and	21.17	108.55		108.55
	Surrounding Public Space Renovation and
	Upgrading Construction Project
	Beijing Subway New Airport Line	266.06	275.23		0
	Engineering Project
	Beijing Existing Line Flood Control and	7.95	0		0
	Drainage Upgrading and Optimization
	Phase I Engineering Project
	Low-lying Square in Front of Beijing	5.43	0		0
	Subway Station Flood Control and
	Drainage Capacity Improvement and
	Reconstruction Project
Subtotal		1,979.37	2,136.09		790.42
Expected newly won bid	Beijing Subway Line S6 (Xincheng	100	200		758.72
projects	Connecting Line) Engineering Project
	Beijing Subway Line 19 Phase II	120	592.84		1,418.53
	Engineering Project
	Beijing Subway Line 101 Four Sections	366.97	1,100.92		1,467.89
	Engineering Project
	Beijing Subway Line 1 Branch Line	145.87	287.61		333.49
	Engineering Project
	Beijing Suburban Railway Northeast Loop	120	180		180
	Line Engineering Project
	Beijing Subway Line 25 Phase III (Lijin	120	180		180
	line) Engineering Project
	Beijing Subway Line 20 Phase I (Line R4)	120	180		180
	Engineering Project

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LETTER FROM THE BOARD

		Estimated revenue	Estimated revenue	Estimated revenue
		As of	As of		As of
		31 December	31 December	**31 **	December
Service type	Specific services	2024	2025		2026
			(RMB million)
	Beijing Subway Line 7 Phase III	120	180		180
	(Northward Extension) Engineering
	Project
	Beijing Subway Line 11 Phase II	120	180		180
	Engineering Project
	Beijing Subway Line 17 Phase II (Branch	120	180		180
	Line) Engineering Project
	Beijing Subway Yizhuang Line - Line 5 and	120	180		180
	Line 10 Connecting Line Engineering
	Project
	Beijing Subway Line 22 (Pinggu Line)	90	150		80
	Engineering Project
	Beijing Existing Line Reconstruction	20	30		30
	Engineering Project
Subtotal		1,682.84	3,621.37		5,348.63
Total		3,662.21	5,757.46		6,139.05

2.3.2. Expenditure

When estimating the annual caps for the expenditure to be incurred by Beijing Investment, its subsidiaries and/or associates from providing construction survey, design and consultancy services as well as construction contracting services to the Group under the Integrated Services Framework Agreement for the three financial years ending 31 December 2026 of the Group, the Company has made reference to the historical transaction figures as listed above and considered, among other things, the following key factors:

• (1). Beijing Investment, its subsidiaries and/or associates will provide the Group with construction survey, design and consultancy services

Consultancy projects to be provided by Beijing Investment and its subsidiaries to the Company include Phase I and Phase II of the Engineering Construction Project of the Smart Park of Beijing Subway Safety Control Center; and the Beijing Subway Design Consultancy Project which is expected to be obtained through tender.

• (2). Beijing Investment, its subsidiaries and/or associates will provide the Group with construction contracting services

Specialized sub-contracting projects to be provided by Beijing Investment and its subsidiaries to the Company include sub-contracting of contract section 25 of Beijing Subway Line 13 Capacity Expansion and Improvement Engineering Design Project; the provision of material procurement service includes the construction of contract section 25 of Beijing Subway Line 13 Capacity Expansion and Improvement Engineering Design Project; the supply of raw materials for the construction of the project includes contract section 02 of Beijing Subway Line 22 (Pinggu Line); and the projected procurement of spare parts for Kunming Subway Line 4.

– 28 –

LETTER FROM THE BOARD

3. Reasons for and Benefits of Entering into the Integrated Services Framework Agreement

Integration of design, survey and consultancy business and construction contracting business allows the Group to provide comprehensive business solutions, covering all major stages within urban rail transit engineering. Taking into account Beijing Investment Company being the investment platform for the rail transit business of the government, MTR Construction (a subsidiary of Beijing Investment Company) being the management platform for the rail transit construction of the government, and the ongoing business cooperation between Beijing Investment Company, MTR Construction and the Group, the provision of construction survey, design and consultancy services and construction contracting services by the Group to Beijing Investment, its subsidiaries and/or associates may expand the income sources of the Group, consolidate and improve the market position and competitiveness of the Group in the urban rail transit industry. The provision of construction survey, design and consultancy services and construction contracting services by Beijing Investment, its subsidiaries and/or associates to the Group may also provide more professional solutions for the Group, which allows the Group to access to professional services of Beijing Investment, its subsidiaries and/or associates in segments that they enjoy more advantages, and propels the development of the Group’s whole industry chain business.

The Directors of the Company (including independent non-executive Directors) are of the view that the Integrated Services Framework Agreement and the transactions thereunder have been entered into in the ordinary and usual course of business of the Group and are on normal commercial terms, the proposed annual caps of the continuing connected transactions contemplated thereunder are based on sum of the project amounts of projects on-going and expected to be obtained through tender, and the terms and conditions therein and the proposed annual caps of the continuing connected transactions contemplated thereunder are fair and reasonable, and are in the interests of the Company and its Shareholders as a whole.

4. Internal Control Measures

To ensure the Company’s conformity with the above pricing policy in relation to the continuing connected transactions contemplated under the Integrated Services Framework Agreement, the Company has adopted and will continue to strengthen a series of internal control policies for its daily operation.

The Company has formulated relevant Management Measures on Connected Transactions, in accordance with supervisory requirements of the Hong Kong Stock Exchange in respect of connected transactions and continuing connected transactions and with reference to actual situation of the Company, which implements strict regulation from aspects of identification of connected transactions, procedure of review and approval, report, supervision and management and related information disclosure.

– 29 –

LETTER FROM THE BOARD

To ensure the relevant continuing connected transactions contemplated under the Integrated Services Framework Agreement between the Group and Beijing Investment, its subsidiaries and/or associates being in compliance with the pricing policies thereunder, especially when the relevant service price is determined on the basis of market price, the Group has adopted and will continue to strengthen the following specific measures:

• (a) The Department of Board Secretary is responsible for collecting detailed data in respect of above-mentioned continuing connected transactions on a regular basis, including but not limited to pricing terms, payment arrangements and actual transaction amounts specified in individual service contracts under the Integrated Services Framework Agreement; the Legal and Audit Department and the Financial Department of the Company shall assist in reviewing and controlling the specific terms, conditions and actual transaction amounts of such continuing connected transactions.

• (b) Senior management of the Company and its subsidiaries is responsible for supervising whether the transaction terms, pricing and other terms specified in individual service contracts are in compliance with the principles set out in the Integrated Services Framework Agreement, whether the price conforms with relevant pricing requirements if the service applies price prescribed by the government, government-guided price or price determined through tender process and whether the price conforms with the range of the then market price applicable to same type of services if the service price is based on the market price, as well as evaluating the fairness of the transaction terms and pricing terms, and reporting relevant information to the Board in time.

• (c) The Board is responsible for inspecting and supervising the control on connected transactions of the Company, as well as the execution of control system of connected transactions by the Directors, senior management and connected persons of the Company.

• (d) In addition, the independent non-executive Directors have reviewed and would continue to review the continuing connected transactions contemplated under the Integrated Services Framework Agreement to ensure that such agreements are entered into on normal commercial terms, are fair and reasonable, and are carried out pursuant to the terms of such agreements. The auditors of the Company would also conduct an annual review on the pricing terms and annual caps of such continuing connected transactions.

5. Implications of the Hong Kong Listing Rules

As at the Latest Practicable Date, the Domestic Shares and H Shares of the Company held by Beijing Investment Company in aggregate accounted for 14.83% of the total issued Shares of the Company. Beijing Investment Company is one of the substantial shareholders of the Company and constitutes a connected person under Chapter 14A of the Hong Kong Listing

– 30 –

LETTER FROM THE BOARD

Rules. The Integrated Services Framework Agreement and the transactions contemplated under such agreement between the Group and Beijing Investment Company, its subsidiaries and/or associates constitute continuing connected transactions of the Company pursuant to Chapter 14A of the Hong Kong Listing Rules.

As the highest applicable percentage ratio of the proposed annual caps for the provision of construction survey, design and consultancy services and construction contracting services by the Group to Beijing Investment, its subsidiaries and/or associates contemplated under the Integrated Services Framework Agreement is more than 5%, such continuing connected transactions and such proposed annual caps shall be subject to the reporting, announcement, annual review and Independent Shareholders’ approval requirements under Chapter 14A of the Hong Kong Listing Rules.

As the highest applicable percentage ratio of the proposed annual caps for the provision of construction survey, design and consultancy services and construction contracting services by Beijing Investment, its subsidiaries and/or associates to the Group contemplated under the Integrated Services Framework Agreement is more than 0.1% but less than 5%, such continuing connected transactions and such proposed annual caps shall be subject to the reporting, announcement and annual review requirements but are exempt from Independent Shareholders’ approval requirement under Chapter 14A of the Hong Kong Listing Rules.

As Mr. Peng Dongdong serves as the deputy general manager of the investment and development department headquarters of Beijing Investment Company and Mr. Li Fei serves as the senior investment manager of the investment and development department headquarters of Beijing Investment Company, Mr. Peng Dongdong and Mr. Li Fei are deemed to be materially interested in the Integrated Services Framework Agreement, and therefore, they have abstained from voting on the relevant resolution at the Board meeting. Save as mentioned above, none of the other Directors has material interests in the above agreements and thus is required to abstain from voting on the relevant resolution at the Board meeting.

6. General Information

Information on the Company

The Company is mainly engaged in design, survey and consultancy business for urban rail transit engineering, industrial and civil construction and municipal engineering as well as construction contracting business for urban rail transit.

Information on Beijing Investment Company

Beijing Investment Company, a wholly state-owned company with limited liability, is mainly engaged in businesses investment and financing, pre-planning, capital operation and relevant resources development and management of infrastructure projects including rail transit. The ultimate beneficial owner of Beijing Investment Company is the People’s Government of Beijing Municipality.

– 31 –

LETTER FROM THE BOARD

XII. EGM

The EGM and the Class Meetings will be held at Conference Room, 5 Fuchengmen North Street, Xicheng District, Beijing, the PRC at 2:30 p.m. on Friday, 8 March 2024, to consider and approve the resolutions set out in the Notice of the EGM dated 22 February 2024. Notices convening the EGM and the Class Meetings is set out on pages 153 to 159 in this circular.

If you intend to appoint a proxy to attend the EGM and/or the Class Meetings, you are required to complete and return the proxy form in accordance with the instructions printed thereon as soon as possible. For H Shareholders, 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 and/or the Class Meetings, the register of members of the Company will be closed from Wednesday, 6 March 2024 to Friday, 8 March 2024, 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 and/or the Class Meetings, 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 Tuesday, 5 March 2024. Shareholders whose names appear on the register of members of the Company on Friday, 8 March 2024 will be entitled to attend and vote at the EGM and/or the Class Meetings.

XIII. VOTES BY WAY OF POLL

According to the Hong Kong Listing Rules and the Articles of Association, the resolutions set out in the notices of the EGM and the Class Meetings will be voted on by way of poll. The poll results 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 and the Class Meetings.

In accordance with the Hong Kong Listing Rules, Beijing Investment, its subsidiaries and/or associates are required to abstain from voting on the resolution in relation to the entering into the continuing connected transactions at the EGM. As at the Latest Practicable Date, Beijing Investment, together with its wholly-owned subsidiary Beijing Investment (Hong Kong) Limited held an aggregate of 199,998,412 Shares in the Company, representing 14.83% of the total issued Shares of the Company. Beijing Investment and Beijing Investment (Hong Kong) Limited will abstain from voting on the resolution in relation to the entering into the continuing connected transactions.

– 32 –

LETTER FROM THE BOARD

To the best of the Directors’ knowledge, having made all reasonable enquiries, save for the aforesaid, no other Shareholder has a material interest in the resolutions at the EGM and/or the Class Meetings and is required to abstain from voting on the relevant resolutions to be proposed at the EGM and/or the Class Meetings.

XIV. RECOMMENDATIONS

Your attention is drawn to: (a) the letter from the Independent Board Committee, which sets out its recommendations to the Independent Shareholders in respect of the resolution regarding the entering into the continuing connected transactions, on pages 34 to 35 of this circular; (b) the letter from Merdeka, which sets out its opinions and recommendations to the Independent Board Committee and the Independent Shareholders in respect of the resolution regarding the entering into the continuing connected transactions, on pages 36 to 58 of this circular; and (c) general information set out in the Appendix XI to this circular.

The Board (including independent non-executive Directors) is of the view that all resolutions to be proposed for consideration at the EGM and the Class Meetings are in the interests of the Company and its Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the above resolutions. The view of the Independent Board Committee in respect of the resolution regarding the entering into the continuing connected transactions is set out in the section headed “Letter from the Independent Board Committee” in this circular.

Yours faithfully, By order of the Board

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

– 33 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

==> 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)

Independent non-executive Directors:

Wang Guofeng Qin Guisheng Ma Xufei Xia Peng

22 February 2024

To the Independent Shareholders:

Dear Sir or Madam,

ENTERING INTO CONTINUING CONNECTED TRANSACTIONS

Reference is made to the circular of the Company dated 22 February 2024 (the “ Circular ”) of which this letter forms part. Terms defined in this letter shall have the same meanings as defined in the Circular unless the context otherwise requires.

We have been appointed as the member of Independent Board Committee to advise Independent Shareholders on the fairness and reasonableness of the resolution in relation to the entering into the continuing connected transactions so far as the Independent Shareholders are concerned, whether it is entered into on normal commercial terms, and in the interests of the Company and the Shareholders as a whole.

Merdeka has been appointed as the Independent Financial Adviser to advise and recommend the Independent Board Committee and Independent Shareholders on the fairness and reasonableness of the resolution in relation to the entering into the continuing connected transactions. Details of its advice, together with the principal factors taken into consideration in arriving at such, are set out in the letter from Merdeka on pages 36 to 58 of the Circular.

Your attention is also drawn to the letter from the Board set out on pages 4 to 33 of the Circular and the general information set out in the Appendix XI to the Circular.

– 34 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

Having taken into account (i) the resolution in relation to entering into the continuing connected transactions; and (ii) the advice and recommendation of Merdeka and the principal factors and reasons considered by it, we consider the continuing connected transactions agreement was entered into on normal commercial terms in the ordinary and usual course of business of the Group, the terms and conditions thereof and the proposed annual caps for the continuing connected transactions contemplated thereunder are fair and reasonable and are in the interests of the Company and its Shareholders as a whole.

Accordingly, we recommend the Independent Shareholders to vote in favor of the ordinary resolution to be proposed at the EGM to approve the resolution in relation to entering into the continuing connected transactions.

Yours faithfully,

On behalf of the Independent Board Committee

Wang Guofeng Qin Guisheng Ma Xufei Xia Peng

Independent Non-executive Directors

– 35 –

LETTER FROM MERDEKA

The following is the full text of the letter from Merdeka setting out the advice to the Independent Board Committee and the Independent Shareholders in respect of the terms of the Integrated Services Framework Agreement and the transactions contemplated thereunder, which has been prepared for the purpose of inclusion in the Circular.

==> picture [53 x 32] intentionally omitted <==

Room 1108-1110, 11/F. Wing On Centre 111 Connaught Road Central Hong Kong

22 February 2024

• To: Independent Board Committee and the Independent Shareholders of Beijing Urban Construction Design & Development Group Co., Limited

Dear Sirs/Madams,

CONTINUING CONNECTED TRANSACTIONS

INTRODUCTION

We refer to our appointment to advise the Independent Board Committee and the Independent Shareholders in respect of the provision of construction survey, design, and consultancy services (the “ Construction Survey, Design, and Consultancy Services ”) as well as construction contracting services (the “ Construction Contracting Services ”) by the Group to Beijing Investment Company, its subsidiaries and/or its associates (collectively, “ Beijing Investment Company Group ”) under the Integrated Services Framework Agreement (the “ Continuing Connected Transactions ”), and the proposed annual caps in relation to the revenue to be generated from the Continuing Connected Transactions for the three years ending 31 December 2026 (the “ Proposed Annual Caps ”), details of the Continuing Connected Transactions and the Proposed Annual Caps are set out in the letter from the Board (the “ Board Letter ”) contained in the circular of Beijing Urban Construction Design & Development Group Co., Limited (the “ Company ”) to the Shareholders dated 22 February 2024 (the “ Circular ”), of which this letter forms part. Capitalised terms used in this letter shall have the same meanings as those defined in the Circular unless the context requires otherwise.

On 10 March 2021, the Company entered into the Existing Integrated Services Framework Agreement with Beijing Investment Company, with effective from 1 January 2021 to 31 December 2023. The Company has also set the annual caps for the continuing connected transactions under such agreements for the three financial years ended 31 December 2023. As the Existing Integrated Services Framework Agreement would expire on 31 December 2023, the Company renewed the Integrated Services Framework Agreement with Beijing Investment Company on 19 December 2023 for a term of three years from 1 January 2024 to 31 December 2026. The Company has also set the annual caps for the continuing connected transactions contemplated thereunder for each year of 2024 to 2026.

– 36 –

LETTER FROM MERDEKA

IMPLICATIONS OF THE HONG KONG LISTING RULES

As at the Latest Practicable Date, the Domestic Shares and H Shares of the Company held by Beijing Investment Company in aggregate accounted for 14.83% of the total issued Shares of the Company. Beijing Investment Company is one of the substantial shareholders of the Company and constitutes a connected person under Chapter 14A of the Hong Kong Listing Rules. The Integrated Services Framework Agreement and the transactions contemplated thereunder between the Group and Beijing Investment Company, its subsidiaries and/or associates constitute continuing connected transactions of the Company pursuant to Chapter 14A of the Hong Kong Listing Rules.

As the highest applicable percentage ratio of the proposed annual caps for the provision of the Construction Survey, Design, and Consultancy Services, the Construction Contracting Services by the Group to Beijing Investment Company Group contemplated under the Integrated Services Framework Agreement is more than 5%, such continuing connected transactions and such proposed annual caps shall be subject to the reporting, announcement, annual review and Independent Shareholders’ approval requirements under Chapter 14A of the Hong Kong Listing Rules.

As Mr. Peng Dongdong serves as the deputy general manager of the investment and development department of Beijing Investment Company and Mr. Li Fei serves as the senior investment manager of the investment and development department of Beijing Investment Company, Mr. Peng Dongdong and Mr. Li Fei are deemed to be materially interested in the Integrated Services Framework Agreement, and therefore, they have abstained from voting on the relevant resolution at the Board meeting. Save as mentioned above, none of the other Directors has material interests in the above agreements and thus is required to abstain from voting on the relevant resolution at the Board meeting.

The Independent Board Committee comprising all the independent non-executive Directors, namely Mr. Wang Guofeng, Mr. Qin Guisheng, Mr. Ma Xufei and Mr. Xia Peng, has been established to advise the Independent Shareholders in respect of the Continuing Connected Transactions and the Proposed Annual Caps.

We have been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders as to (i) whether the Continuing Connected Transactions are entered in the ordinary and usual course of business of the Company and the terms of the Continuing Connected Transactions are on normal commercial terms and fair and reasonable so far as the Independent Shareholders are concerned; (ii) whether the Continuing Connected Transactions are in the interests of the Company and the Shareholders as a whole and the Proposed Annual Caps are fair and reasonable; and (iii) how the Independent Shareholders should vote in favour of the relevant resolution(s) to approve the Continuing Connected Transactions and the Proposed Annual Caps.

– 37 –

LETTER FROM MERDEKA

OUR INDEPENDENCE

In the last two years from the date of our appointment, except for the appointment as the independent financial adviser to the then independent board committee of the Company relating to continuing connected transactions contemplated under the renewed integrated services framework agreement entered into between the Company and Beijing Urban Construction Group Co., Limited, details of which have been set out in the circular of the Company dated 13 February 2023, we have no other relationships with or interests in the Company and any other parties that could reasonably be regarded as relevant to our independence. Apart from normal professional fees payable to us in connection with this appointment as the Independent Financial Adviser in relation to the Continuing Connected Transactions and the Proposed Annual Caps, no arrangements existed whereby we had received or would receive any fees or benefits from the Company or any other parties that could reasonably be regarded as relevant to our independence. Accordingly, we consider that we are independent pursuant to Rule 13.84 of the Hong Kong Listing Rules.

BASIS OF OUR OPINION

In formulating our opinion and recommendations to the Independent Board Committee and the Independent Shareholders, we have considered and reviewed, among other things, (i) the Integrated Services Framework Agreement; (ii) the annual reports of the Company for the years ended 31 December 2021 (the “ 2021 Annual Report ”) and 31 December 2022 (the “ 2022 Annual Report ”); (iii) the interim report of the Company for the six months ended 30 June 2023 (the “ 2023 Interim Report ”); (iv) other information as set out in the Circular; (v) relevant information provided by the management of the Company; and (vi) other relevant market data and information from public sources.

We have assumed that all statements, information and representations made or referred to in the Circular and all information and representations which have been provided by the Company and its advisers, the Directors and the management of the Company, for which they are solely and wholly responsible, were true at the time they were made and continue to be true as at the Latest Practicable Date. We have also assumed that all statements of belief, opinion and intention made by the Directors in the Circular were reasonably made after due and careful enquiry and were based on honestly-held opinions. The Shareholders will be notified of material changes as soon as possible, if any, to the information and representations provided and made to us after the Latest Practicable Date and up to and including the date of the EGM.

The Directors have collectively and individually accepted full responsibility for the accuracy of the information contained in the Circular and have confirmed, having made all reasonable enquiries that, to the best of their knowledge and belief, there are no omission of other facts that would make any statements in the Circular misleading. We have no reason to believe that any information and representations relied on by us in forming our opinion is untrue, inaccurate or misleading, nor are we aware of any omission of any material facts that would render the information provided and the representations made to us untrue, inaccurate or misleading. We have not, however, conducted any independent in-depth investigation into the business affairs, financial position or future prospects of the Group, nor have we carried out any independent verification of the information provided by the Directors and the management of the Company.

– 38 –

LETTER FROM MERDEKA

This letter is issued to the Independent Board Committee and the Independent Shareholders, solely in connection for their consideration of the Continuing Connected Transactions and the Proposed Annual Caps, and except for its inclusion in the Circular, is not to be quoted or referred to, in whole or in part, nor shall this letter be used for any other purpose without our prior written consent.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In assessing and arriving at our advice and recommendation with regard to the Continuing Connected Transactions and the Proposed Annual Caps and, we have taken into account the principal factors and reasons set out below.

• I. Background information of the parties to the Integrated Services Framework Agreement

• a. Information on the Company

• (i) Financial performance of the Group

As set out in the Board letter, the Company is mainly engaged in design, survey and consultancy business for urban rail transit engineering, industrial and civil construction and municipal engineering as well as construction contracting business for urban rail transit.

The information below sets out the summary financial information of the Group (i) for the years ended 31 December 2021 (“ FY2021 ”) and 2022 (“ FY2022 ”) as extracted from the 2022 Annual Report; and (ii) for the six months ended 30 June 2022 (“ HY2022 ”) and 2023 (“ HY2023 ”) as extracted from the 2023 Interim Report:

	As at 30 June	As at 30 June	**As at 31 **	December
	2023	2022	2022	2021
	(RMB’000)	(RMB’000)	(RMB’000)	(RMB’000)
		(Unaudited		(Audited and
	(Unaudited)	and restated)	(Audited)	restated)
CONTINUING OPERATIONS
Revenue	4,518,185	4,612,123	10,599,845	10,258,579
– Design, survey and consultancy	2,259,762	2,015,397	4,426,391	4,399,032
– Construction contracting	2,258,423	2,596,726	6,173,454	5,859,547
Gross profit	848,517	705,286	1,840,441	1,873,987
Profit for year/period from
continuing operations	405,666	318,064	910,768	853,915

– 39 –

LETTER FROM MERDEKA

	As at 30 June	As at 30 June	**As at 31 **	December
	2023	2022	2022	2021
	(RMB’000)	(RMB’000)	(RMB’000)	(RMB’000)
		(Unaudited		(Audited and
	(Unaudited)	and restated)	(Audited)	restated)
DISCONTINUED OPERATION
(Note)
Profit for the period/year from the
discontinued operation	–	156,939	–	49,132
PROFIT FOR THE YEAR/
PERIOD	405,666	475,003	910,768	903,047

Note: As disclosed in the 2022 Annual Report, on 10 November 2021, the Company announced the decision of its board of directors to dispose of Beijing Urban Construction Zhikong Technology Co., Ltd. (“ BUCZT ”), which engages in the research and development, production, sales and integration services businesses of products related to the rail transit. Please refer to the announcement of the Company dated 10 November 2021 for more details.

HY2023 compared to HY2022

The revenue of the Group decreased from approximately RMB4,612.0 million for HY2022 to approximately RMB4,518.2 million for HY2023, representing a decrease of approximately 2.0%. Such decreased was mainly due to the slower efficiency of performance of projects of the Company for HY2023 compared to that for HY2022. The Group recorded a gross profit of approximately RMB848.6 million for HY2023, representing an increase of approximately 20.3% as compared to approximately RMB705.3 million for HY2022, while the consolidated gross margin increased from approximately 15.3% to approximately 18.8%, which was mainly attributable to the increase in proportion of revenue from survey, design and consultancy business segment.

The Group’s net profit for HY2023 was approximately RMB406.7 million, representing a decrease of approximately 14.5% as compared to approximately RMB475.0 million for HY2022, which was mainly attributable to the disposal of BUCZT in 2022.

FY2022 compared to FY2021

The revenue of the Group increased by approximately 3.3% from approximately RMB10,258.6 million for FY2021 to approximately RMB10,600.0 million for FY2022. The primary reason of such increase was mainly due to the fact that the Company adhered to design leadership and investment pulling, continuously promoted the entire industrial chain layout of urban rail transit and resource synergy, vigorously expanded the scope of design, survey and consultancy segment, strengthened the overall promotion of production and contract performance, and continuously enhanced its service capabilities with the completion of major projects including Winter Olympics branch lines on schedule, driving the Company’s revenue to grow steadily.

– 40 –

LETTER FROM MERDEKA

For FY2022, gross profit of the Group was approximately RMB1,840.0 million, representing a year over year decrease of approximately 1.8%, while the consolidated gross margin was 17.4%, representing a decrease from 18.3% for FY2021, which was mainly due to an increase in costs as a result of difficulties overcame by the Group to ensure the fulfillment of projects in 2022. The Group’s net profit for FY2022 was approximately RMB910.8 million, representing a year over year increase of approximately 0.9%.

(ii) Financial position of the Group

Set out below is a summary of the financial position of the Group as at 30 June 2023 as extracted from the 2023 Interim Report:

	As at	As at
	30 June	31 December
	2023	2022
	(RMB’000)	(RMB’000)
	(Unaudited)	(Audited)
Total assets	23,104,413	23,944,194
– Contract assets	5,150,789	4,432,454
– Trade and bills receivables	4,030,297	3,765,400
– Cash and bank balances	2,325,282	4,240,446
Total liabilities	15,968,967	16,946,746
– Trade and bills payables	4,719,440	5,359,491
– Other payables and accruals	4,044,806	4,108,400
– Interest-bearing bank and other borrowings	1,291,017	1,428,700
Net assets	7,135,446	6,997,448

As illustrated above, the total assets of the Group were approximately RMB23,104.4 million as at 30 June 2023, representing a decrease of approximately 3.5% as compared to approximately RMB23,944.2 million as at 31 December 2022, mainly attributable to the combined effect of (i) decrease of approximately 7.5% in current assets primarily consisting of contract assets, trade and bill receivables, and cash and bank balance, representing approximately 22.3%, 17.4% and 10.1% of total assets of the Group as at 30 June 2023, respectively; and (ii) increase of approximately 1.2% in non-current assets primarily consisting of contract assets, investment in joint ventures and property, plant and equipment, representing approximately 21.7%, 9.6% and 4.4% of total assets of the Group as at 30 June 2023, respectively. As noted from the 2023 Interim Report, contract assets are initially recognised for revenue earned from the provision of design, survey and consultancy services and construction services as the receipt of consideration is conditional on successful completion of design, survey and consultancy and construction, respectively. Upon completion of design, survey and consultancy or construction and acceptance by a customer, the amounts recognised as contract assets are reclassified to trade receivables. The Group’s total liabilities recorded at approximately RMB15,969.0 million as at 30 June 2023, representing a decreased of approximately 5.8% as compared to approximately RMB16,946.7 million as at 31 December 2022, mainly attributable to the decrease in non-current liabilities that primarily consists of interest-bearing bank and other borrowings and current liabilities that primarily consists of

– 41 –

LETTER FROM MERDEKA

trade and bill payables and other payables and accruals of approximately 1.5% and approximately 7.9%, respectively. Net assets of the Group was recorded approximately RMB7,135.4 million as at 30 June 2023, representing an increase of approximately 2% compared to that as at 31 December 2022.

b. Information on Beijing Investment Company

As stated in the Board Letter, Beijing Investment Company, a wholly state-owned company with limited liability, is mainly engaged in businesses investment and financing, pre-planning, capital operation and relevant resources development and management of infrastructure projects including rail transit. The ultimate beneficial owner of Beijing Investment Company is the People’s Government of Beijing Municipality.

II. Reasons for and benefits of the renewal of the Integrated Services Framework Agreement

As mentioned in the Board Letter, integration of the Construction Survey, Design, and Consultancy Services (as defined above in this letter) and the Construction Contracting Services (as defined above in this letter) allows the Group to provide comprehensive business solutions, covering all major stages within urban rail transit engineering. Taking into account Beijing Investment Company being the investment platform for the rail transit business of the government, MTR Construction (a subsidiary of Beijing Investment Company) being the management platform for the rail transit construction of the government, and the ongoing business cooperation between Beijing Investment Company, MTR Construction and the Group, the entering into of the Integrated Services Framework Agreement may expand the income sources of the Group, consolidate and improve the market position and competitiveness of the Group in the urban rail transit industry.

As advised by the management of the Company, the relationship between the Group and Beijing Investment Company Group has been established since 2005 and the services to be provided by the Group to Beijing Investment Company Group under the Integrated Services Framework Agreement are principally urban rail transit related business.

As further noted from the Board Letter, Beijing Investment Company is a wholly state-owned company with limited liability. The ultimate beneficial owner of Beijing Investment Company is the People’s Government of Beijing Municipality. Beijing Investment Company is mainly engaged in businesses investment and financing, pre-planning, capital operation and relevant resources development and management of infrastructure projects including rail transit.

We noted from the website of Beijing Investment Company ( https://www.bii.com.cn/ ), under the leadership of the Municipal Party Committee and Municipal Government, Beijing Investment Company recorded the domestic credit rating of AAA and the international credit rating of A+. In the year of 2022, Beijing Investment Company completed the investment in government projects in the amount of approximately RMB60.844 billion. As advised by the management of the Company, Beijing Investment Company is mainly responsible for investing and financing the rail transit projects while MTR Construction, the subsidiary of Beijing Investment Company, is mainly responsible for management and execution of the rail transit projects.

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LETTER FROM MERDEKA

Given the strong and comprehensive background of Beijing Investment Company Group, we are of the view that the entering into of the Integrated Services Framework Agreement allows the Group to have more business opportunities that to bid the projects of Beijing Investment Company Group. As further considered the Group’s prolonged business relationship with Beijing Investment Company since 2005, we were advised that it is more likely for the Group to secure projects from Beijing Investment Company and/or MTR Construction if the terms offered by the Company are comparable or similar with those offered by independent third party service providers, as such we believe the advantageous roles and positions of Beijing Investment Company and MTR Construction may enhance the Group’s chances of winning bids and concur with the Board’s view that the entering into of the Integrated Services Framework Agreement may expand the income sources of the Group, consolidate and improve the market position and competitiveness of the Group in the urban rail transit industry.

III. Industry Overview of Urban Rail Transit industry in the PRC

In December 2022, the CPC Central Committee and the State Council issued the Strategic Planning Outline for Expanding Domestic Demand (2022-2035) (《擴大內需戰略規劃綱要 (2022–2035年)》) (the “ Outline ”). Subsequently, National Development and Reform Commission (“ NDRC ”) issued the “Strategic Implementation Plan of the “14th Five-Year Plan” for Expanding Domestic Demand” (《“十四五”擴大內需戰略實施方案》) in accordance with the Outline. The implementation plan points out that it is required to develop urban public transportation, improve slow-moving transportation within cities, and significantly increase the proportion of buses, trams and rail transit in motorized travel, as well as accelerate the construction of transportation infrastructure. In addition, it is necessary to promote the main framework construction of the national comprehensive three-dimensional transportation network, and enhance the construction of strategic key channels in the central and western regions and along the river and coast. Besides, it is important to increase the density of rail traffic in the central urban area of megacities and improve the urban road network.

Based on the official data published by China Association of Metros* (中國城市軌道交 通協會), we noted that the urban rail transit network, which has been developing by the different level of governments in the PRC for years, has been progressing rapidly. The number of cities with urban rail transit lines in the PRC as at the end of 2022 reached 55 cities with a total operating mileage of approximately 10,287.5 km, representing a compound annual growth rate of approximately 11.2% in comparison to that of approximately 6,730.3 km as at the end of 2019. In addition, as referred to a summary dated 1 October 2023 published by China Association of Metros in relation to urban rail transit network in China for the first three quarters in 2023, the number of cities with urban rail transit lines in the PRC as at 30 September 2023 amounted to 58 with a total operating mileage of approximately 10,841.6 km. In particular, the number of new cities with urban rail transit in operation amounted to 18 cities with a total of new operating mileage of approximately 493.5 km. China Association of Metros forecasts that the total mileage of new urban rail transit in operation in the PRC will exceed 800.0 km by the end of 2023.

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Moreover, we also made reference to “Beijing Municipal (Suburban) Railway Functional Layout Plan (2020-2035)” (《北京市域(郊)鐵路功能佈局規劃(2020年–2025年)》) (the “ Layout Plan* ”) which was announced on 29 December 2022. The Layout Plan points out that Beijing government believes they should continue to develop existing urban rail transit in order to build a comprehensive, green, safe, and intelligent three-dimensional modern urban transportation system. As set out in the Layout Plan, the Beijing government intends to open 12 new lines before 2035, which will be divided into 14 projects with a total length of 874.0 km.

Having considered that (i) the advantageous roles and positions of Beijing Investment Company and MTR Construction may enhance the Group’s chances of winning bids as mentioned in the section headed “II. Reasons for and benefits of the renewal of the Integrated Services Framework Agreement” above; (ii) the central government of the PRC has continuously issued supportive policies to develop the urban rail transit network in different provinces and cities; (iii) Beijing government plans to introduce 12 new lines to improve its local urban rail transit lines in the medium-term future; and (iv) the number of cities with urban rail transit lines in the PRC would further increase in future, we believe the entering of the Integrated Services Framework Agreement will enable the Group to catch the potential business opportunities in future and we are of the view that the Continuing Connected Transactions are in the ordinary and usual course of business of the Company, and fair and reasonable so far as the Independent Shareholders are concerned, and in the interests of the Company and the Shareholders as a whole.

IV. The Continuing Connected Transactions

In arriving at our opinion on the Construction Survey, Design, and Consultancy Services (as defined above in this letter) and the Construction Contracting Services (as defined above in this letter) to be provided by the Group to Beijing Investment Company Group, we have also taken into consideration the following factors and reasons:

a. Principal terms of the Integrated Services Framework Agreement

As mentioned in the Board Letter, the Company entered into the Integrated Services Framework Agreement with Beijing Investment Company for a term of three years commencing from 1 January 2024 to 31 December 2026. The Company has also set the Proposed Annual Caps for each of three years ending 31 December 2026. The details of principal terms are summarised as follows:

Parties : The Company Beijing Investment Company Term : From 1 January 2024 to 31 December 2026 Scope of services : The Group will provide Beijing Investment Company Group with the Construction Survey, Design, and Consultancy Services (as defined above in this letter) and the Construction Contracting Services (as defined above in this letter).

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• Transaction : (1) Both parties are entitled to choose the counterparties of the principles transaction.

• (2) Both parties shall carry out the transaction in accordance with the applicable general market practice (if any) and on normal commercial terms.

Pricing principles : Pursuant to the Integrated Services Framework Agreement, the terms of the agreement for the Group to provide services such as the Construction Survey, Design, and Consultancy Services as well as the Construction Contracting Services to Beijing Investment Company Group shall not be more favorable to the terms of the agreement for the Group to provide similar services to independent third parties, and the price for services provided by one party to the other party shall be determined at the following principles:

• (1) Where there is government-prescribed price, the government-prescribed price shall be prevail (the government-prescribed price refers to the price determined for certain type of services according to the laws, regulations, decisions or orders formulated by the Chinese central government, provincial government or other regulatory authorities. For further illustration purposes, there is no government-prescribed price for the Construction Survey, Design, and Consultancy Services and the Construction Contracting Services);

• (2) Where there is no government-prescribed price, but there is government-guided price, then the price would be determined upon considering market factors with reference to the government-guided price (the government-guided price refers to the price determined for certain type of services according to the laws, regulations, decisions and orders formulated by the Chinese central government, provincial government or other regulatory authorities, which within a certain range, can be adjusted through negotiations between both parties to the transaction (factors taken into consideration when determining prices by both parties including but not limited to material cost, scale and technological difficulties of projects)). For further illustration purposes, there is no governmentguided price for the Construction Survey, Design, and Consultancy Services; or

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LETTER FROM MERDEKA

• (3) Where there is neither government-prescribed price nor government-guided price, then the price would be determined through tender process or other available market price.

The “market price” shall be determined in the following order: (i) the price charged by independent third parties who offer the same type of services under normal commercial terms in the ordinary and usual course of business at or near the area where such services are provided, in such case, reference shall be made to the prices quoted by at least two independent third parties who provide the same or similar type of services under same conditions; (ii) or if inapplicable, the price charged by independent third party(ies) then who offer the same type of services under normal commercial terms in the ordinary and usual course of business in the PRC, in such case, reference shall be made to the prices quoted by at least two independent third parties who provide the same or similar type of services under same conditions.

• Payment : The service fee shall be paid by Beijing Investment Company arrangement Group to the Group upon completion of relevant services provided within the settlement period (usually 30 days) as agreed under the specific service contracts entered into in accordance with the Integrated Services Framework Agreement. If the payment of the consideration is otherwise agreed in the specific service contract, the specific contract shall prevail.

As mentioned above, we understood that the pricing standards of the services to be provided by the Group to Beijing Investment Company Group under the Integrated Services Framework Agreement should be determined according to (i) the government-prescribed price; or (ii) the government-guided price (if there is no government-prescribed price); or (iii) the tender process or market price (if there is no government-prescribed price or governmentguided price). Based on our discussion with the management of the Company, we understood that there is no government-prescribed price for the Construction Contracting Services, and there is no government-prescribed price or government-guided price for the Construction Survey, Design, and Consultancy Services. The Group primarily referred to basis of calculation as mentioned in (a) the government-guided price for the determination of terms for the Construction Contracting Services; and (b) the reference price published by industry associations for the determination of terms for the Construction Survey, Design, and Consultancy Services.

As advised by the management of the Company, the scope of services to be provided by the Group to Beijing Investment Company Group under the Integrated Services Framework Agreement could be classified into the Construction Survey, Design, and Consultancy Services and the Construction Contracting Services. As mentioned in the Board Letter, the Construction Survey, Design, and Consultancy Services principally include survey, design and consultancy services for urban rail transit construction as well as industrial and civil construction and municipal engineering; and the Construction Contracting Services principally include traditional construction business under general construction contracting and other related businesses.

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LETTER FROM MERDEKA

In order to assess the pricing standards of the aforesaid services, we have requested for three largest contracts of each of the Construction Contracting Services and the Construction Survey, Design, and Consultancy Services for each of the two years ended 31 December 2022 and for the six months ended 30 June 2023.

As advised by the management of the Company, there were only 1 project relating to the Construction Contracting Services granted by Beijing Investment Company Group in 2022 and the contract sum of sample contracts of the Construction Contracting Services accounts for more than 50% of total contract sum of similar services entered into between the Group and Beijing Investment Company Group for each of the two years ended 31 December 2022 and for the six months ended 30 June 2023. As such, we were provided a total of 7 sample contracts of the Construction Contracting Services consisting of 3 sample contracts for each of 2021 and 2023 and 1 sample contract for 2022 (the “ Construction Connected Contracts ”). Regarding the Construction Survey, Design, and Consultancy Services, the management of the Company advised that contract sum for each Construction Survey, Design, and Consultancy Services contract was comparatively less than that for the Construction Contracting Services contract and the selected 9 sample contracts of the Construction Survey, Design, and Consultancy Services represent the largest three contact sum projects for each of the two years ended 31 December 2022 and for the six months ended 30 June 2023, the contract sum of which accounts for more than 50% of each of the two years ended 31 December 2022 and for the six months ended 30 June 2023. As such, we were provided a total of 9 sample contracts of the Construction Survey, Design, and Consultancy Services (the “ Surveying Connected Contracts ”, together with the Construction Connected Contracts as the “ Connected Sample Contracts ”).

For our due diligence purpose, we were also provided 11 sample contracts that were entered into between the Group and independent third parties in relation to the provision of construction survey, design, and consultancy services as well as construction contracting services from 2021 to 30 June 2023 (the “ Independent Sample Contracts ”) comprising of (i) 2 sample contracts regarding the provision of construction contracting services and (ii) 9 sample contracts regarding the provision of construction survey, design, and consultancy services with the largest 3 contract sum for each of the two years ended 31 December 2022 and for the six months ended 30 June 2023. The management of the Company confirmed that the 2 sample contracts for construction contracting services represent all relevant services entered into between the Group and independent third parties during a period from 2021 till 30 June 2023. Although we noted that the underlying projects in the Independent Sample Contracts are unique, and are not direct identical to relevant Connected Sample Contracts resulting from the different requirement of resources to implement projects and their potential technical difficulties influenced by level of complexity, having considered the underlying projects in the Independent Sample Contracts have covered all categories of the services to be completed under the Integrated Services Framework Agreement and are principally relates to survey, design and consultancy services for urban rail transit construction, industrial and civil construction, municipal engineering, and traditional construction business under general construction contracting and other related businesses, which are in similar nature to those contemplated under the Integrated Services Framework Agreement in the past two and a half years, we consider the Independent Sample Contracts are comparable to the Connected Sample Contracts.

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LETTER FROM MERDEKA

As such, we consider that the Connected Sample Contacts and the Independent Sample Contracts are fair and sufficient to provide us a general reference on the major terms (including the pricing policy) of previous contracts entered into between the Group and Beijing Investment Company Group (or independent third parties) for our assessment on the pricing standard of the Integrated Services Framework Agreement.

According to the Connected Sample Contracts and Independent Sample Contracts, and also through our interview with the management of the Company, we acknowledged that (i) the service fees under the Surveying Connected Contracts and the Construction Connected Contracts are generally determined by tendering process; and (ii) the service fees of the construction survey services, the design and consultancy services as well as the construction contracting services under the Independent Sample Contracts are also generally referred to tendering process.

Regarding the preparation of tendering documents and the determination of bidding price, we discussed with the management of the Company and were advised that the Group adopts the consistent pricing standard when preparing tendering documents for Beijing Investment Company Group and the independent third parties. The Company would assess the resources required for projects i.e. labour, material etc. and potential technical difficulties of the projects base on the project requirements set out in the tendering documents of the bidding project and then make reference to similar types of projects in the market or previous projects of the Group. The Company would then estimate the cost and price of each item with reference to the market price. As further advised by the management of the Company, when estimating the cost and price of the bidding project, the Group also make reference to calculation methods stated in relevant charging guidelines promulgated by the government or industry associations. For instance, for the Construction Survey, Design, and Consultancy Services with no government-prescribed price or government-guided price as mentioned above, the Group will make reference to the industry associations’ guided-price, namely, the Engineering Survey and Design Charging Standards (2002 Revised Edition) (《工程勘察設計收費標準(2002年修訂本) 》) published by The National Planning Commission of the People’s Republic of China (中華人民共和國國家計劃委 員會) for the construction survey services, and the Guiding Opinions on Charges for Urban Rail Transit Preliminary Consulting Work (《城市軌道交通前期諮詢工作收費指導意見》) issued by China Association of Metros for the design and consultancy services. Regarding the Construction Contracting Services with no government-prescribed price, the Group will make reference to the government-guided prices published in Beijing Construction Project Pricing Basis – Urban Rail Transit Project Budget Quota (《北京市建設工程計價依據 – 城市軌道交通 工程預算定額》) issued by Beijing Municipal Commission of Housing and Urban-Rural Development (北京市住房和城鄉建設委員會) as well as the Project Cost Information (《工 程造價信息》) published by local commissions of housing and urban-rural development. Following discussion with the management of the Company, we understood that the aforementioned preparation procedure and the Group’s reference to basis of calculation announced by the governments/industry associates to prepare tendering documents for both Connected Sample Contracts and Independent Sample Contracts are in line with market practices, in addition, we noted that the Group adopted the same procedure to prepare tendering documents based on our review on the Group’s approval records on how they process tendering documents for the Connected Sample Contracts and the Independent Sample Contracts, details of which are set out in the section headed “V. Internal control measures” below in this letter.

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LETTER FROM MERDEKA

In the view of (i) the charging guidelines published by the governments/industry associations that were commonly used as a reference by industry peers to determine contract sums; (ii) the adoption of the same tendering process to prepare tendering documents for both Independent Sample Contracts and Connected Sample Contracts; and (iii) the fairness and reasonableness of bidding procedure based on our review on the Group’s approval records for the Connected Sample Contracts and the Independent Sample Contracts, we consider the pricing standard of the Independent Sample Contracts are no less favourable than the pricing standard of the Connected Sample Contracts, and are of the view that the pricing standards and the principal terms of the Connected Sample Contracts are in compliance with and similar to those under the Independent Sample Contracts.

In addition, we were advised by the management of the Company that the principal terms under the Integrated Services Framework Agreement have no material change as compared to those as set out in the Existing Integrated Services Framework Agreement. As referred to the transaction principles mentioned in the summary table above, we understood that both parties are still entitled to choose the counterparties and the transactions to be carried out by both parties under the Integrated Services Framework Agreement shall be in accordance with the applicable general market practice (if any) and on normal commercial terms, which means the Continuing Connected Transactions do not restrict the Group to provide the services to contractual party (i.e. Beijing Investment Company Group) but to offer the Group an additional option that allows the Group to offer the services to contractual party if the price is competitive.

Moreover, in order to ensure the Company’s conformity with the above pricing standards in relation to the Continuing Connected Transactions, the Company has also adopted and will continue to strengthen a series of internal control policies for its daily operation. Please refer to our analysis in relation to the internal control imposed by the Group as set out in the section headed “V. Internal control measures” below in this letter.

Having considered that (i) the fairness and reasonableness of the Connected Sample Contacts and the Independent Sample Contracts as they are the largest three contracts which were entered into by the Group for each of the two years ended 31 December 2022 and the six months ended 30 June 2023; (ii) the Group’s adoption of consistent pricing standard to prepare tendering documents for both Connected Sample Contracts and Independent Sample Contracts; and (iii) the fairness and reasonableness of the Group’s bidding procedure based on our review on the Group’s approval records for the Connected Sample Contracts and the Independent Sample Contracts, we are of the view that the pricing standards and the principal terms of the Integrated Services Framework Agreement to be fair and reasonable so far as the Independent Shareholders are concerned.

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LETTER FROM MERDEKA

b. The Proposed Annual Caps and the basis of determination

The following table sets out (i) the historical transaction amounts for each of the Construction Survey, Design, and Consultancy Services and the Construction Contracting Services between the Group and Beijing Investment Company Group for the two years ended 31 December 2022 and for the six months ended 30 June 2023; and (ii) the existing annual caps for each of the Construction Survey, Design, and Consultancy Services and the Construction Contracting Services for the years ended 31 December 2021, 2022 and 2023, respectively:

	For the year	For the year		For the
	ended	ended		six months
	31 December	31 December	ended 30 June
	2021	2022		2023
	RMB million	RMB million	RMB million
Historical amount of the
Construction Survey, Design,
and Consultancy Services	464	447		219
Existing annual caps for the
Construction Survey, Design,
and Consultancy Services	1,700	1,870		2,057
Utilisation rate (%)	27.29%	23.90%		10.65%
Historical amount of the
Construction Contracting
Services	1,969	1,947		690
Existing annual caps for the
Construction Contracting
Services	2,150	2,365		2,602
Utilisation rate (%)	91.58%	82.33%		26.52%

The following table sets out the Proposed Annual Caps for the Construction Survey, Design, and Consultancy Services and the Proposed Annual Caps for the Construction Contracting Services for each of the three years ending 31 December 2026:

	**Proposed Annual **	**Proposed Annual **	Caps
	For the year ending
		31 December
	2024	2025		2026
	RMB million	RMB million	_RMB _	million
Revenue to be generated by the Group
from providing the Construction Survey,
Design, and Consultancy Services to the
Beijing Investment Company Group (the
“Surveying Annual Caps”)	550	600		650
Revenue to be generated by the Group
from providing the Construction
Contracting Services to the Beijing
Investment Company Group
(the “Contracting Annual Caps”)	3,700	5,800		6,150

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LETTER FROM MERDEKA

It is noted that the Company took into account of the difference in service nature of the Construction Survey, Design, and Consultancy Services and the Construction Contracting Services and how to allocate its operations efficiently, the Company sets separate annual cap for the Construction Survey, Design, and Consultancy Services and the Construction Contracting Services when determining the Proposed Annual Caps.

As mentioned in the Board Letter, when estimating the Proposed Annual Caps for the three years ending 31 December 2026, the Company has made reference to (i) the historical transaction amounts for the years ended 31 December 2021, 2022 and 2023 as listed out above and low utilisation rate of some of existing annual caps; (ii) the key factors affecting the Surveying Annual Caps; and (iii) the key factors affecting the Contracting Annual Caps.

As illustrated above, it is noted that the utilisation rate for existing annual caps were decreasing. The utilisation rate regarding the Construction Survey, Design, and Consultancy Services were generally low for each of the two years ended 31 December 2022 and for the six months ended 30 June 2023. Additionally, the utilisation rate for the Construction Contracting Services remained high in 2021 and 2022 but significantly decreased to approximately 26.52% for the six months ended 30 June 2023. We enquired with the management of the Company and were advised that the low utilisation rate for the Construction Survey, Design, and Consultancy Services and the decrease in utilisation rate for the Construction Contracting Services were primarily attributed to the factors that (i) certain expected projects were not approved by the local governments for implementation as planned; and (ii) the Group was not successful in winning some of the bids submitted.

We are of the view that despite of the low utilisation rate, the Proposed Annual Caps are determined on reasonable basis (detailed analysis is set out below) in order to capture the business opportunities between the Group and Beijing Investment Company Group. Also taken into account the factors and analysis mentioned below, we considered that the Proposed Annual Caps are fair and reasonable.

i. Analysis on the key factors affecting the Surveying Annual Caps

The Surveying Annual Caps for the three years ending 31 December 2026 were determined based on, amongst other things, (a) urban rail transit survey and measurement projects; (b) urban rail transit design business; (c) urban rail transit consultancy business; (d) urban rail transit testing business; and (e) urban rail transit construction drawing review business.

In order to assess the fairness and reasonableness of the aforementioned determining factors of the Surveying Annual Caps, we obtained from the management of the Company and reviewed a list of projects in relation to the Construction Survey, Design, and Consultancy Services, which the Company has already obtained and expects to obtain from Beijing Investment Company Group during the three years ending 31 December 2026 (the “ Surveying Projects List ”). As noted from the Surveying Projects List, the Group expects that the aggregate amount of the projects obtained and to be obtained from Beijing Investment Company Group for the year ending 31 December 2026 would be approximately 317 projects, among which 269 projects are obtained by the Group, representing approximately 77.9% of total contract sum of the projects in the Surveying Projects List.

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LETTER FROM MERDEKA

The Surveying Annual Cap for each year ending 2024 (the “ 2024 Surveying Cap ”), 2025 and 2026 is the approximate sum of the expected revenue estimated by the Company for each year according to the projects set out in the Surveying Projects List. As noted from the Surveying Projects List, the total revenue expected to be generated from the Construction Survey, Design, and Consultancy Services is approximately RMB549.5 million, RMB595.6 million and 650.0 million for the year ending 31 December 2024, 31 December 2025 and 31 December 2026 respectively.

As advised by the management of the Company, the expected revenue each year for the projects obtained are estimated according to the progress, duration and the stage of completion of each project. For those potential projects, the Company has made reference to previous projects with similar nature comparable contract sum and predict the expected revenue according to the progress of the potential projects. The key categories of the projects and potential projects under Construction Survey, Design, and Consultancy Services are set out as follow:

(a) Urban rail transit survey and measurement projects

As noted from the Board Letter, Beijing Investment Company Group have continuous demand for the survey, measurement and monitoring services for urban rail transit projects such as Beijing Subway Line 17 and Line 12 Engineering Measurement Projects, Beijing Subway Line 14 Third Party Engineering Monitoring Project, etc.; and various projects, including Beijing Subway Line 19 Phase II Engineering Survey Project, Beijing Subway Line 20 Phase I Engineering Survey Project, Beijing Subway Line 11 Phase II Engineering Measurement Project, etc., which are expected to be obtained through tender.

According to the Surveying Projects List, approximately 73.0% of the contract sum of the projects under this category are already obtained by the Group. The management of the Company expects to derive a revenue of approximately RMB111.17 million as of 31 December 2024 from the aforesaid projects, among which, approximately 81.6% are the expected revenue for the projects already obtained by the Group.

(b) Urban rail transit design projects

As noted from the Board Letter, Beijing Investment Company Group are investors and constructors of Beijing Subway, and the Company has obtained numerous project design businesses through tender, such as Beijing Subway Line 1 Branch Line Engineering Design Project, Beijing Sub-Center Railway Station Comprehensive Transportation Hub Engineering Design Project, Beijing Subway Line 11 Western Section (Beijing Winter Olympics Branch Line) Engineering Design Project, etc.; and projects that may be commenced in the construction planning scheme for Beijing Rail Transit, including Line 19, Line 17 and Line R4 and other projects.

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According to the Surveying Projects List, approximately 79.2% of the contract sum of the projects under this category are already obtained by the Group. The management of the Company expects to derive a revenue of approximately RMB375.21 million as of 31 December 2024 from the aforesaid projects, among which, approximately 76.9% are the expected revenue for the projects already obtained by the Group.

(c) Urban rail transit consultancy business

As disclosed in the Board Letter, the Company is currently engaged in a number of rail transit consultancy businesses with Beijing Investment Company Group, including specialized design and consultancy services for prefabricated construction and indoor Building Information Modeling (“ BIM ”) consultancy services for the Beijing Dongba Project, design and consultancy services for the Beijing Dongba West Depot Primary Structure Reservation and Optimization Project, etc.; and various projects, including consultancy business in Beijing, M101 Engineering BIM Information Consultancy Project, Subway Line 1 Branch Line, etc., which are expected to be obtained through tender.

According to the Surveying Projects List, approximately 52.4% of the contract sum of the projects under this category are already obtained by the Group. The management of the Company expects to derive a revenue of approximately RMB8.1 million as of 31 December 2024 from the aforesaid projects, among which, approximately 97.8% are the expected revenue for the projects already obtained by the Group.

(d) Urban rail transit testing business

As noted from the Board Letter, the Company is currently engaged in a number of rail transit testing businesses with Beijing Investment Company Group, such as Beijing Sub-Center Railway Station Comprehensive Transportation Hub Physical Testing Project, Beijing Subway Bridge and Tunnel Structure Testing and Assessment Project, Beijing Subway Line 19 Phase I Engineering Main Structure Testing Project; and specialized testing projects for Beijing Subway Line 101, S1 and S6, surrounding road projects of Dongba Transportation Hub, and Jiejia Village Hub superstructure development projects, etc., which are expected to be obtained through tender.

According to the Surveying Projects List, approximately 73.2% of the contract sum of the projects under this category are already obtained by the Group. The management of the Company expects to derive a revenue of approximately RMB26.27 million as of 31 December 2024 from the aforesaid projects, which are the expected revenue for all the projects already obtained by the Group.

(e) Urban rail transit construction drawing review business

As noted from the Board Letter, the Company has obtained numerous construction drawing review businesses with Beijing Investment Company Group, including construction drawing design document procedures and technical review project of Beijing Subway Line 14, technical consultation of construction drawing review of Beijing Subway Line 17, construction drawing review of Phase I of Beijing Subway Line 3, and construction drawing review project of Beijing Subway which is expected to be obtained in the future.

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LETTER FROM MERDEKA

According to the Surveying Projects List, all of the contract sum of the projects under this category are already obtained by the Group. The management of the Company expects to derive a revenue of approximately RMB28.7 million as of 31 December 2024 from the aforesaid projects, which are the expected revenue for all the projects already obtained by the Group.

Having considered that (i) the Surveying Annual Caps are the approximate sum of the expected revenue estimated by the Company for each year according to the projects obtained and potential projects for the three years ending 31 December 2026; (ii) a majority of the contract sum of the aforesaid projects are already obtained by the Group; (iii) a majority of the Surveying Annual Cap for 2024 are the expected revenue to be generated by the projects already obtained by the Group; (iv) the allocation of the expected revenue for each year are determined according to the progress and duration of each project; and (v) the expected revenue to be generated by the potential projects are estimated with reference to previous projects of the Group with similar nature and the progress of the potential projects, we considered the Surveying Annual Caps is determined on a reasonable estimation.

ii. Analysis on the key factors affecting the Contracting Annual Caps

The Contracting Annual Caps for the three years ending 31 December 2026 were determined based on, amongst other things, (a) subway engineering projects under construction; and (b) newly won bid projects.

In order to assess the fairness and reasonableness of the aforementioned determining factors of the Contracting Annual Caps, we obtained a list of projects (the “ Construction Projects List ”) in relation to the Construction Contracting Services which includes (i) the newly won-bid projects that the construction works will commence in 2024; (ii) the on-going construction projects; and (iii) the potential projects expected to be obtained by the Group.

As referred to the Construction Projects List, the total revenue expected to be generated from the Construction Contracting Services is approximately RMB3,662.2 million, RMB5,757.5 million and 6,139.1 million for the year ending 31 December 2024, 31 December 2025 and 31 December 2026, respectively. The Contracting Annual Cap for each of the year ending 31 December 2024, 2025 and 2026 is the approximate sum of the expected revenue estimated by the Company for each year according to the projects set out in the Construction Projects List. Based on the information as set out in the Construction Projects List, we acknowledged the aggregate revenue to be generated from the Construction Contracting Services as disclosed in the Board Letter accounts for approximately 98% and the aggregate amount of the subway engineering projects under construction accounts for approximately 53.5% of the Contracting Annual Caps of approximately RMB3,700 million for the year ending 31 December 2024, respectively, and believe the selected projects as disclosed in the Board Letter are able to provide sufficient coverage for our analysis.

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(a) Subway engineering projects under construction

As noted from the Board Letter, projects that the Company has obtained through tender and are in progress, include the Beijing Subway Line 13 Capacity Expansion and Improvement Engineering Project, Line 22 (Pinggu Line) Engineering Project, Line 6 Phase II Engineering Project, etc.

The expected revenue to be generated from the abovementioned subway engineering projects would be approximately RMB1,216.4 million for the year ending 31 December 2024, representing approximately 32.9% of the Contracting Annual Cap for the year ending 31 December 2024.

As further noted from the Construction Projects List, the expected revenue to be generated from the projects already obtained by the Group and are in progress would be approximately RMB1,979.4 million, representing approximately 53.5% of the Contracting Annual Cap for the year ending 31 December 2024.

(b) Newly won-bid projects

As noted from the Board Letter, those newly won bid projects which the Company currently plans to commence construction in 2024 include Branch Line of Beijing Subway Line 1 Project, Beijing Subway Line S6 (Xincheng Connecting Line) Phase I Project, Rail Transit Line 22 (Pinggu Line) Project, etc.

The expected revenue to be generated from the aforesaid newly won bid projects would be RMB1,075.9 million for the year ending 31 December 2024.

As advised by the management of the Company, the expected revenue each year for the projects obtained are estimated according to the progress, duration and the stage of completion of each project. For those potential projects, the Company has made reference to previous projects with similar nature or comparable contract sum and predict the expected revenue according to the progress of the potential projects. The management of the Company supplemented that the aforesaid estimated amount was determined with reference to the project scale, technical requirements and cost of manpower.

We have enquired with the Company about the allocation of the Contracting Annual Cap amount for the three years ending 31 December 2026. As mentioned above, the Contracting Annual Cap is determined with reference to the expected revenue of the Construction Contracting Services projects for each year which is estimated according to the progress and duration of the projects. The management of the Company advised that in the year 2024, the Group expects to obtain the projects through tender or it will be the initial stage for some of the newly won bid projects. For the year of 2025 and 2026, the Group will mainly focus on execution of the projects, most of the projects are in progress thus the expected revenue to be generated would be much more than that of 2024.

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LETTER FROM MERDEKA

Given that more than half of the Contracting Annual Caps for the year ending 31 December 2024 is the expected revenue to be generated by the projects already obtained by the Group or are in progress and the abovementioned analysis, we considered the Contracting Annual Caps is determined on a reasonable estimation.

iii. Conclusion

Based on the above and after taking into account (a) the supportive policies regarding the urban rail transit development nationwide, 12 new lines in Beijing’s urban rail transit network in short to median future and increasing number of cities to adopted the urban rail transit systems, as detailed in the section headed “Industry Overview of Urban Rail Transit industry in the PRC” above; and (b) despite low utilisation rate, the Proposed Annual Caps will provide the Group an opportunity to undertake projects from Beijing Investment Company Group, which would increase the Group’s revenue and enhance the return to the Shareholders eventually, we are of the view that the Proposed Annual Caps are determined based on reasonable estimation and after due and careful consideration and they are fair and reasonable so far as the Company and the Independent Shareholders are concerned.

V. Internal control measures

To ensure the Company’s conformity with the pricing policy in relation to the continuing connected transactions contemplated under the Integrated Services Framework Agreement, the Company has adopted and will continue to strengthen a series of internal control policies for its daily operation.

The Company has formulated relevant Management Measures on Connected Transactions, in accordance with supervisory requirements of Hong Kong Stock Exchange in respect of connected transactions and continuing connected transactions and with reference to actual situation of the Company, which implements strict regulation from aspects of identification of connected transactions, procedure of review and approval, report, supervision and management and related information disclosure.

To ensure the continuing connected transactions contemplated under the Integrated Services Framework Agreement between the Group and Beijing Investment Company Group being in compliance with the pricing policy thereunder, especially when the relevant service price is determined on the basis of market price, the Group has adopted and will continue to strengthen the following specific measures:

• (a) The Department of Board Secretary is responsible for collecting detailed data in respect of above-mentioned continuing connected transactions on a regular basis, including but not limited to pricing terms, payment arrangement and actual transaction amounts specified in individual service contracts under the Integrated Services Framework Agreement, the Legal and Audit Department and the Financial Department of the Company shall assist in reviewing and controlling specific terms, conditions and actual transaction amounts of such continuing connected transactions;

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LETTER FROM MERDEKA

• (b) Senior management of the Company and its subsidiaries is responsible for supervising whether the transaction terms, pricing and other terms specified in individual service contracts are in compliance with the principles set out in the Integrated Services Framework Agreement, whether the price conforms with relevant pricing requirements if the service applies price prescribed by the government, government-guided price or price determined through tender process and whether the price conforms with the range of the then market price applicable to same type of services if the service price is based on the market price, as well as evaluating the fairness of the transaction terms and pricing terms, and reporting relevant information to the Board in time;

• (c) The Board is in responsible for inspecting and supervising the control on connected transactions of the Company, as well as the execution of control system of connected transactions by the Directors, senior management and connected persons of the Company;

• (d) In addition, the independent non-executive Directors have reviewed the continuing connected transactions contemplated under Integrated Services Framework Agreement, and would continue to review the continuing connected transactions contemplated under the Integrated Services Framework Agreement to ensure that individual service contracts under the Integrated Services Framework Agreement are entered into on normal commercial terms, are fair and reasonable, and are carried out pursuant to the terms of such agreement. The auditors of the Company would also conduct an annual review on the pricing terms and Proposed Annual Caps of such continuing connected transactions.

In assessing the effectiveness of the internal control imposed by the Group to monitor the principle terms offered to Beijing Investment Company Group and/or other independent third party for the individual service contracts stipulated under the Integrated Service Framework Agreement, we have obtained and reviewed the internal control measures. We have discussed with the management of the Company and understood that the Board, different levels of managements of the Group and relevant departments of the Group will participate in the review of relevant individual service contracts to ensure the individual services contracts are in compliance with the relevant pricing policy under the Integrated Services Framework Agreement and the relevant continuing connected transactions requirements. We are given to understand from the management of the Company that such review will be conducted first by operational level management with the likes of the legal and audit department and the financial department of the Company taking a first level review of the relevant legal documents, and then senior management. The Board would monitor and supervise the control on continuing connected transactions of the Company, as well as the execution of such control system. Independent non-executive Directors and the auditor of the Company would take part in the annual review process of the relevant transactions. For our due diligence, we have obtained and reviewed the Group’s record on approving tendering documents for both Independent Sample Contracts and Connected Sample Contracts and noted that the aforesaid procedures have been properly implemented. We have also reviewed and compared the major terms under the

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LETTER FROM MERDEKA

Connected Sample Contracts and the Independent Sample Contracts, and were aware that the major terms offered by the Group to Beijing Investment Company Group under the Integrated Service Framework Agreement is similar to the terms offered by the Group to the independent third party, therefore, we are of the view that the aforesaid internal control measures are properly in place.

RECOMMENDATION

Having considered the above principal factors and reasons, we are of the view that (i) the Continuing Connected Transactions (excluding the transactions regarding the provision of construction survey, design and consultancy services and construction contracting services by Beijing Investment, its subsidiaries and/or associates to the Group contemplated under the Integrated Services Framework Agreement) are in the ordinary and usual course of business of the Group; and (ii) the terms of Continuing Connected Transactions contemplated under the Integrated Services Framework Agreement (including but not limited to the pricing policy) and the Proposed Annual Caps are on normal commercial terms and are fair and reasonable so far as the Company and the Independent Shareholders are concerned, and are in the interests of Company and the Independent Shareholders as a whole. Accordingly, we would recommend (i) the Independent Board Committee to advise the Independent Shareholders; and (ii) the Independent Shareholders, to vote in favour of the relevant resolution(s) to be proposed at the EGM in this regard.

Yours Faithfully, For and on behalf of

Merdeka Corporate Finance Limited Jeannie Chan Responsible Officer

Ms. Jeannie Chan is a Responsible Officer under the SFO to engage in Type 6 (advising on corporate finance) regulated activity and has over 10 years of experience in corporate finance.

• For identification purpose only

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APPENDIX I COMPARISON CHART OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF BEIJING URBAN CONSTRUCTION DESIGN & DEVELOPMENT GROUP CO., LIMITED

COMPARISON CHART OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF BEIJING URBAN CONSTRUCTION DESIGN & DEVELOPMENT GROUP CO., LIMITED

Existing Articles

Note: In these Articles of Association, “Company Law” refers to the Company Law revised on 27 October 2005 and effective on 1 January 20 06 ; “Mandatory Provisions” refer to the Mandatory Provisions for Articles of Association of Companies to be Listed Overseas jointly issued by the former State Council Securities Policy Committee and the former State Commission for Restructuring the Economic System; “Opinion Circular” refers to the Circular Regarding Opinions on the Supplements and Amendments of Articles of Association of Companies to be Listed in Hong Kong jointly issued by the Overseas-Listing Department of the China Securities Regulatory Commission and the Production System Department of the former State Commission for Restructuring the Economic System (Zheng Jian Hai Han [1995] No.1) ; “Listing Rules” refer to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

Amended Articles

Note: In these Articles of Association, “Company Law” refers to the Company Law of the People’s Republic of China effective on 26 October 20 18 ; “Guidance for the AoA” refers to the Guidance for the Articles of Association of Listed Companies issued by the China Securities Regulatory Commission ; “Listing Rules” refer to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

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APPENDIX I COMPARISON CHART OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF BEIJING URBAN CONSTRUCTION DESIGN & DEVELOPMENT GROUP CO., LIMITED

Existing Articles CHAPTER I GENERAL PROVISIONS

Article 1 To safeguard the legal interests of Beijing Urban Construction Design & Development Group Co., Limited (the “Company”), its shareholders and creditors and to regulate the organization and behaviour of the Company, the Articles of Association are formulated in accordance with the Company Law of the People’s Republic of China (中華人民共和國公司法) (the “Company Law”), Securities Law of the People’s Republic of China (中華人民共和 國證券法), the Special Regulations of the State Council on the Overseas Offering and Listing of Shares by Joint Stock Limited Companies (國務院關於股份有限 公司境外募集股份及上市的特別規定) (the “Special Regulations”), the Mandatory Provisions for Articles of Association of Companies to be Listed Overseas (到境外 上市公司章程必備條款), the Circular regarding Opinions on Supplements and Amendments of Articles of Association of Companies to be Listed in Hong Kong (關 於到香港上市公司對公司章程作補充修改的 意見的函), the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules of the Stock Exchange”), the Rules Governing the Listing of Securities on the Shanghai Stock Exchange (the “Listing Rules of the SSE”), the Guidance for the Articles of Association of Listed Companies (《上市公 司章程指引》) (the “Guidance for the Articles of Association ”), the Constitution of the Communist Party of China (中國共產 黨章程) (the “Constitution”) and other relevant regulations.

Article 2 The Company was established as a joint stock limited company under the Company Law , Special Regulations and other relevant laws and administrative regulations of the PRC.

Amended Articles CHAPTER I GENERAL PROVISIONS

Article 1 To safeguard the legal interests of Beijing Urban Construction Design & Development Group Co., Limited (the “Company”), its shareholders and creditors and to regulate the organization and behaviour of the Company, the Articles of Association are formulated in accordance with the Company Law of the People’s Republic of China (中華人民共和國公司法) (the “Company Law”), Securities Law of the People’s Republic of China (中華人民共和 國證券法), the Guidance for the Articles of Association of Listed Companies (《上市公 司章程指引》) (the “Guidance for the AoA ”), the Constitution of the Communist Party of China (中國共產黨章程) (the “Constitution”) and other relevant regulations.

Article 2 The Company was established as a joint stock limited company under the Company Law and other relevant laws and administrative regulations of the PRC.

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APPENDIX I COMPARISON CHART OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF BEIJING URBAN CONSTRUCTION DESIGN & DEVELOPMENT GROUP CO., LIMITED

Existing Articles Amended Articles CHAPTER VI SHARE CERTIFICATES CHAPTER VI SHARE CERTIFICATES AND REGISTER OF MEMBERS AND REGISTER OF MEMBERS Article 36 Share certificates of the Company Article 36 Share certificates of the Company shall be in registered form. The following shall be in registered form. The following particulars shall be stated in the share particulars shall be stated in the share certificates of the Company: certificates of the Company:

�� ��

(5) other particulars as required by the Company Law , Special Regulations, and the stock exchange(s) where the Company has its shares listed.

(5) other particulars as required by the Company Law and the stock exchange(s) where the Company has its shares listed.

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CHAPTER VIII SHAREHOLDERS’ CHAPTER VIII SHAREHOLDERS’ GENERAL MEETING GENERAL MEETING

Article 79 Shareholders’ general meetings are organized and convened by the board of directors and presided over by the chairman of the board of directors; where the chairman of the board of directors is unable to or do not perform his duties, a director may be elected by more than one-half of the directors to preside over the meeting. Where the board of directors is unable to or do not perform its duty of convening shareholders’ general meetings, the supervisory board shall convene and preside over the meeting in a timely manner; where the supervisory board do not convene and preside over shareholders’ general meetings, shareholders individually or collectively holding more than ten percent of the shares of the Company for more than ninety consecutive days may convene and preside over the meeting on their own.

Article 79 Shareholders’ general meetings are organized and convened by the board of directors and presided over by the chairman of the board of directors; where the chairman of the board of directors is unable to or do not perform his duties, the vicechairman of the board of directors shall preside over the meeting; where the vicechairman of the board of directors is unable to or do not perform his duties, a director may be elected by more than onehalf of the directors to preside over the meeting. Where the board of directors is unable to or do not perform its duty of convening shareholders’ general meetings, the supervisory board shall convene and preside over the meeting in a timely manner; where the supervisory board do not convene and preside over shareholders’ general meetings, shareholders individually or collectively holding more than ten percent of the shares of the Company for more than ninety consecutive days may convene and preside over the meeting on their own.

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APPENDIX I COMPARISON CHART OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF BEIJING URBAN CONSTRUCTION DESIGN & DEVELOPMENT GROUP CO., LIMITED

Existing Articles Amended Articles CHAPTER XI BOARD OF DIRECTORS CHAPTER XI BOARD OF DIRECTORS Article 96 �� The election and removal of Article 96 �� The election and removal of the chairman shall be approved by more than the chairman and the vice-chairman shall half of all directors. The term of office of the be approved by more than half of all chairman shall be three years and eligible for directors. The term of office of the chairman re-election and re-appointment upon expiry. and the vice-chairman shall be three years and eligible for re-election and re�� appointment upon expiry. �� Article 101 Under the premise of Article 101 Under the premise of compliance with the applicable requirements compliance with the applicable requirements of the relevant listing rules of the stock of the relevant listing rules of the stock exchanges where the Company’s shares are exchanges where the Company’s shares are listed from time to time, the Company shall listed from time to time, the Company shall have a board of 7 to 15 directors with one have a board of 7 to 15 directors with one chairman. The number of independent nonchairman and one vice-chairman . The executive directors shall not be less than 3 number of independent non-executive and not less than one-third of all directors. directors shall not be less than 3 and not less than one-third of all directors. Article 106 �� If the chairman of the Board Article 106 �� If the chairman of the Board is unable to exercise his/her duties, he/she is unable to or do not perform his duties, may designate a director to exercise such the vice-chairman of the board of functions and powers in his/her stead . directors shall perform duties; where the vice-chairman of the board of directors is unable to or do not perform his duties, a director may be elected by more than one-half of the directors to perform duties .

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COMPARISON CHART OF AMENDMENTS TO THE RULES OF PROCEDURE FOR THE GENERAL MEETING OF BEIJING URBAN CONSTRUCTION DESIGN & DEVELOPMENT GROUP CO., LIMITED

APPENDIX II

COMPARISON CHART OF AMENDMENTS TO THE RULES OF PROCEDURE FOR THE GENERAL MEETING OF BEIJING URBAN CONSTRUCTION DESIGN & DEVELOPMENT GROUP CO., LIMITED

In accordance with the needs of the Company’s business development and the requirements of the Company Law of the People’s Republic of China, the existing Rules of Procedure for the Shareholders’ General Meeting, Chapter I, Article 1; Chapter III, Articles 9 and 12; Chapter VI, Articles 40 and 41; and Chapter VIII, Article 51, shall be amended as follows:

Existing Articles CHAPTER I GENERAL PROVISIONS

Article 1 These rules of procedures (the “Rules”) are formulated by Beijing Urban Construction Design & Development Group Co., Limited (the “Company”) in accordance with the Company Law of the People’s Republic of China (“Company Law”), the Securities Law of the People’s Republic of China, the Mandatory Provisions in the Articles of Association of Companies Listed Overseas and The Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (“Listing Rules”) and relevant laws and regulations and regulatory documents as well as the Articles of Association of Beijing Urban Construction Design & Development Group Co., Limited (“Articles of Association”) with reference to actual conditions of the Company, in order to protect the lawful interests of shareholders, ensure normal order and operating efficiency of the shareholders’ general meeting and perform its power as the supreme authority.

Amended Articles CHAPTER I GENERAL PROVISIONS Article 1 These rules of procedures (the “Rules”) are formulated by Beijing Urban Construction Design & Development Group Co., Limited (the “Company”) in accordance with the Company Law of the People’s Republic of China (“Company Law”), the Securities Law of the People’s Republic of China, the Guidance for the Articles of Association of Listed Companies and The Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (“Listing Rules”) and relevant laws and regulations and regulatory documents as well as the Articles of Association of Beijing Urban Construction Design & Development Group Co., Limited (“Articles of Association”) with reference to actual conditions of the Company, in order to protect the lawful interests of shareholders, ensure normal order and operating efficiency of the shareholders’ general meeting and perform its power as the supreme authority.

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COMPARISON CHART OF AMENDMENTS TO THE RULES OF PROCEDURE FOR THE GENERAL MEETING OF BEIJING URBAN CONSTRUCTION DESIGN & DEVELOPMENT GROUP CO., LIMITED

APPENDIX II

Existing Articles Amended Articles CHAPTER III CONVENING A CHAPTER III CONVENING A GENERAL MEETING GENERAL MEETING Article 9 Shareholders’ general meetings are Article 9 Shareholders’ general meetings are organized and convened by the board of organized and convened by the board of directors in accordance with the law, and directors in accordance with the law, and presided over by the chairman of the board presided over by the chairman of the board of directors; where the chairman of the of directors; where the chairman of the board of directors is unable to or do not board of directors is unable to or do not perform his duties, a director may be elected perform his duties, the duties shall be by more than one-half of the directors to performed by the vice-chairman of the preside over the meeting. Where the board of board of directors. Where the vice- directors is unable to or do not perform its chairman of the board of directors is duty of convening shareholders’ general unable to or does not perform his/her meetings, the supervisory board shall duties, a director may be elected by more convene and preside over the meeting in a than one-half of the directors to preside over timely manner; where the supervisory board the meeting. Where the board of directors is do not convene and preside over unable to or do not perform its duty of shareholders’ general meetings, shareholders convening shareholders’ general meetings, individually or collectively holding more the supervisory board shall convene and than 10% of the shares of the Company for preside over the meeting in a timely manner; more than ninety consecutive days may where the supervisory board do not convene convene and preside over the meeting on and preside over shareholders’ general their own. meetings, shareholders individually or collectively holding more than 10% of the shares of the Company for more than ninety consecutive days may convene and preside over the meeting on their own. Article 12 Shareholders may attend a Article 12 Shareholders may attend a shareholders’ general meeting in person or shareholders’ general meeting in person or appoint a proxy to attend and vote on their appoint a proxy to attend and vote on their behalf. behalf. �� �� The appointment of proxies by shareholders The appointment of proxies by shareholders shall comply with Article 63 to Article 66 of shall comply with Article 63 to Article 66 of the Articles of Association. the Articles of Association.

Article 9 Shareholders’ general meetings are organized and convened by the board of directors in accordance with the law, and presided over by the chairman of the board of directors; where the chairman of the board of directors is unable to or do not perform his duties, a director may be elected by more than one-half of the directors to preside over the meeting. Where the board of directors is unable to or do not perform its duty of convening shareholders’ general meetings, the supervisory board shall convene and preside over the meeting in a timely manner; where the supervisory board do not convene and preside over shareholders’ general meetings, shareholders individually or collectively holding more than 10% of the shares of the Company for more than ninety consecutive days may convene and preside over the meeting on their own.

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COMPARISON CHART OF AMENDMENTS TO THE RULES OF PROCEDURE FOR THE GENERAL MEETING OF BEIJING URBAN CONSTRUCTION DESIGN & DEVELOPMENT GROUP CO., LIMITED

APPENDIX II

Existing Articles Amended Articles CHAPTER VI RESOLUTIONS OF THE CHAPTER VI RESOLUTIONS OF THE SHAREHOLDERS’ GENERAL SHAREHOLDERS’ GENERAL MEETINGS MEETINGS Article 40 The following matters proposed Article 40 The following matters proposed shall be passed at shareholders’ general shall be passed at shareholders’ general meeting by way of ordinary resolution with meeting by way of ordinary resolution with more than the one half voting rights more than the one half voting rights represented by shareholders attending the represented by shareholders attending the shareholders’ general meeting: shareholders’ general meeting: �� �� (4) annual budget and final account, balance (4) annual budget and final account, balance sheet, profit statement and other financial sheet, profit statement and other financial statements of the Company; and statements of the Company; and �� �� Article 41 The following matters proposed Article 41 The following matters proposed shall be passed at shareholders’ general shall be passed at shareholders’ general meeting by way of special resolution with meeting by way of special resolution with more than two-thirds of voting rights more than two-thirds of voting rights represented by shareholders attending the represented by shareholders attending the shareholders’ general meeting: shareholders’ general meeting: �� �� (7) such other matters to be resolved by (7) such other matters to be resolved by special resolutions as required by the special resolutions as required by the Articles of Association and the listing rules Articles of Association and the listing rules of the stock exchange on which shares of the of the stock exchange on which shares of the Company are listed. Company are listed. CHAPTER VIII SUPPLEMENTARY CHAPTER VIII SUPPLEMENTARY PROVISIONS PROVISIONS Article 51 The Rules shall take effect after Article 51 The Rules shall take effect from the approval at the shareholders’ general the date of the approval at the meeting and from the date of the listing of shareholders’ general meeting . the Company .

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COMPARISON CHART OF AMENDMENTS TO THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS OF BEIJING URBAN CONSTRUCTION DESIGN & DEVELOPMENT GROUP CO., LIMITED

APPENDIX III

COMPARISON CHART OF AMENDMENTS TO THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS OF BEIJING URBAN CONSTRUCTION DESIGN & DEVELOPMENT GROUP CO., LIMITED

In accordance with the needs of the Company’s business development and the requirements of the Company Law of the People’s Republic of China, amendments shall be made to Article 1 of Chapter I, Article 5 of Chapter II, Article 10 of Chapter III, Article 12 and Article 13 of Chapter IV, Article 15 of Chapter V, Article 17 and Article 18 of Chapter VI, Article 27 of Chapter VIII, and Article 32 of Chapter IX of the existing Rules of Procedures of the Board of Directors as follows:

Existing Articles Amended Articles CHAPTER I CHAPTER I GENERAL PROVISIONS GENERAL PROVISIONS Article 1 In order to standardize the Article 1 In order to standardize the procedures and decision-making procedures procedures and decision-making procedures of the board of directors, assure democratic of the board of directors, assure democratic and scientific decision-making behaviors of and scientific decision-making behaviors of Beijing Urban Construction Design & Beijing Urban Construction Design & Development Group Co., Limited (the Development Group Co., Limited (the “Company”), and fully play the center role “Company”), and fully play the center role of the board of directors in management of the board of directors in management decision, the Company formulated these decision, the Company formulated these Rules of Procedure (the “Rules”), in Rules of Procedure (the “Rules”), in accordance with the Company Law of the accordance with the Company Law of the People’s Republic of China (the “Company People’s Republic of China (the “Company Law”), the Securities Law of the People’s Law”), the Securities Law of the People’s Republic of China, the Mandatory Republic of China, the Guidance for the Provisions in the Articles of Association of Articles of Association of Listed Companies Listed Overseas and the Rules Companies and the Rules Governing the Governing the Listing of Securities on The Listing of Securities on The Stock Exchange Stock Exchange of Hong Kong Limited (the of Hong Kong Limited (the “Listing Rules”) “Listing Rules”) and other relevant laws and and other relevant laws and regulations and regulations and regulatory documents as regulatory documents as well as the Articles well as the Articles of Association of Beijing of Association of Beijing Urban Urban Construction Design & Development Construction Design & Development Group Group Co., Limited (the “Articles of the Co., Limited (the “Articles of the Association”). Association”).

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COMPARISON CHART OF AMENDMENTS TO THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS OF BEIJING URBAN CONSTRUCTION DESIGN & DEVELOPMENT GROUP CO., LIMITED

APPENDIX III

Existing Articles Amended Articles CHAPTER II THE BOARD OF CHAPTER II THE BOARD OF DIRECTORS DIRECTORS Article 5 The board of directors is Article 5 The board of directors is accountable to the shareholders’ general accountable to the shareholders’ general meeting and exercises the following powers meeting and exercises the following powers and functions: and functions:

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(14) to formulate the plan for the repurchase (14) to formulate the plan for the repurchase of shares of the Company in accordance with of shares of the Company in accordance with circumstances as required in items (1) and circumstances as required in items (1) and (2) of Article 28 of the Articles of (2) of Article 28 of the Articles of Association; pursuant to the Articles of Association; pursuant to the Articles of Association or the authorization of the Association or the authorization of the general meeting, to decide on the repurchase general meeting, to decide on the repurchase of shares of the Company in accordance with of shares of the Company in accordance with circumstances as required in items (3), (5) circumstances as required in items (3), (5) and (6) of Article 28 of the Articles of and (6) of Article 28 of the Articles of Association; Association;

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CHAPTER III DIRECTORS CHAPTER III DIRECTORS CHAPTER IV THE CHAIRMAN OF CHAPTER IV THE CHAIRMAN OF THE BOARD OF DIRECTORS THE BOARD OF DIRECTORS Article 12 The election or removal of the Article 12 The election or removal of the chairman of the board of directors shall be chairman and vice-chairman of the board of approved by more than half of all members directors shall be approved by more than of the board of directors. half of all members of the board of directors.

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COMPARISON CHART OF AMENDMENTS TO THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS OF BEIJING URBAN CONSTRUCTION DESIGN & DEVELOPMENT GROUP CO., LIMITED

APPENDIX III

	Existing Articles	Amended Articles
	Article 13 The chairman of the board of	Article 13 The chairman of the board of
	directors is entitled to the following powers	directors is entitled to the following powers
	and functions:	and functions:
	��	��
	If the chairman of the Board is unable to	If the chairman of the Board is unable to or
	exercise his/her duties, he/she may	does not perform his/her duties, the vice-
	designate a director to exercise such	chairman of the Board shall perform such
	functions and powers in his/her stead.	duties; where the vice-chairman of the
		Board is unable to or does not perform
		his/her duties, a director jointly elected by
		more than half of the directors may
		exercise such functions and powers.
	CHAPTER V BOARD SECRETARY	CHAPTER V BOARD SECRETARY
	Article 15 The board secretary shall be	Article 15 The board secretary shall be
	nominated by the chairman, and appointed	nominated by the chairman, and appointed
	or dismissed by the board of directors.	or dismissed by the board of directors.
	Directors or senior management members	Directors or senior management members
	may concurrently hold the post of the board	may concurrently hold the post of the board
	secretary, provided that they have enough	secretary, provided that they have enough
	energy and time to perform the duties of that	energy and time to perform the duties of that
	post. The Company’s general manager and	post. The Company’s general manager and
	chief accountant shall not concurrently hold	chief accountant shall not concurrently hold
	the post of the board secretary. The certified	the post of the board secretary. The certified
	accountant(s) of the accounting firm and	accountant(s) of the accounting firm and
	lawyer(s) of the law firm appointed by the	lawyer(s) of the law firm appointed by the
	Company and the management members of	Company and the management members of
	the controlling shareholders shall not	the controlling shareholders shall not
	concurrently hold the post of the board	concurrently hold the post of the board
	secretary.	secretary.
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COMPARISON CHART OF AMENDMENTS TO THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS OF BEIJING URBAN CONSTRUCTION DESIGN & DEVELOPMENT GROUP CO., LIMITED

APPENDIX III

Existing Articles CHAPTER VI CONVENING OF BOARD MEETING

Article 17 The board meeting shall be convened by the chairman of the board of directors. The quorum of the board meeting shall be more than half of the directors (including those entrusted to attend the meeting under Article 104 of the Articles of Association).

Article 18 The board of directors shall hold at least four regular meetings each year. Board meeting shall be convened by the chairman of the board of directors. Notice of meeting will be served to all directors, supervisors and the general manager at least fourteen days before the meeting is held. The requirement on the notice period is not applicable to extraordinary board meetings, but a reasonable notice should be served to all directors, supervisors and the general manager.

Amended Articles CHAPTER VI CONVENING OF BOARD MEETING Article 17 The chairman of the board of directors shall convene and preside over the board meeting and check on the implementation of resolutions of the board of directors. The vice-chairman of the board of directors shall assist the chairman to work and when the chairman of the board of directors is unable to or does not perform his/her duties, the vicechairman of the board of directors shall perform the duties; where the vicechairman of the board of directors is unable to or does not perform his/her duties, a director jointly elected by more than half of the directors shall perform the duties. The quorum of the board meeting shall be more than half of the directors (including those entrusted to attend the meeting under Article 104 of the Articles of Association). Article 18 The board of directors shall hold at least four regular meetings each year. Notice of meeting will be served to all directors, supervisors and the general manager at least fourteen days before the meeting is held. The requirement on the notice period is not applicable to extraordinary board meetings, but a reasonable notice should be served to all directors, supervisors and the general manager.

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COMPARISON CHART OF AMENDMENTS TO THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS OF BEIJING URBAN CONSTRUCTION DESIGN & DEVELOPMENT GROUP CO., LIMITED

APPENDIX III

Existing Articles Amended Articles CHAPTER VIII MINUTES OF BOARD CHAPTER VIII MINUTES OF BOARD MEETING MEETING Article 27 �� Article 27 �� Minutes of the meetings should be open for Minutes of the meetings should be open for inspection at any reasonable time on inspection at any reasonable time on reasonable notice by any director. Draft and reasonable notice by any director. Draft and final versions of minutes of the meetings final versions of minutes of the meetings should be sent to all directors for their should be sent to all directors for their comment and records respectively, within a comment and records respectively, within a reasonable time after the meeting. reasonable time after the meeting. CHAPTER IX SUPPLEMENTARY CHAPTER IX SUPPLEMENTARY PROVISIONS PROVISIONS Article 32 The Rules shall take effect after Article 32 The Rules shall take effect from the approval at the shareholders’ general the date of approval at the shareholders’ meeting and from the date of the listing of general meeting . the Company .

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APPENDIX IV COMPARISON CHART OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF BEIJING URBAN CONSTRUCTION DESIGN & DEVELOPMENT GROUP CO., LIMITED (DRAFT)

COMPARISON CHART OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF BEIJING URBAN CONSTRUCTION DESIGN & DEVELOPMENT GROUP CO., LIMITED (DRAFT)

	No.	Original Articles	Amended Articles
	1	Article 1 To safeguard the legal interests of	Article 1 To safeguard the legal interests of
		Beijing Urban Construction Design &	Beijing Urban Construction Design &
		Development Group Co., Limited (the	Development Group Co., Limited (the
		“Company”), its shareholders and creditors	“Company”), its shareholders and creditors
		and to regulate the organization and	and to regulate the organization and
		behaviour of the Company, the Articles of	behaviour of the Company, the Articles of
		Association are formulated in accordance	Association are formulated in accordance
		with the Company Law of the People’s	with the Company Law of the People’s
		Republic of China (中華人民共和國公司法)	Republic of China (中華人民共和國公司法)
		(the “Company Law”), Securities Law of the	(the “Company Law”), Securities Law of the
		People’s Republic of China (中華人民共和國	People’s Republic of China (中華人民共和國
		證券法) (the “Securities Law”), the Special	證券法) (the “Securities Law”), Trial
		Regulations of the State Council on	Administrative Measures of Overseas
		the Overseas Offering and Listing of	Securities Offering and Listing by
		Shares by Joint Stock Limited Companies	Domestic Companies (境內企業境外發行證
		(國務院關於股份有限公司境外募集股份及上	券和上市管理試行辦法), the Circular
		市的特別規定) (the “Special Regulations”),	regarding Opinions on Supplements and
		the Mandatory Provisions for Articles of	Amendments of Articles of Association of
		Association of Companies to be Listed	Companies to be Listed in Hong Kong (關於
		Overseas (到境外上市公司章程必備條款)	到香港上市公司對公司章程作補充修改的意
		(the “Mandatory Provisions”), the Circular	見的函) (the “Circular”), the Constitution of
		regarding Opinions on Supplements and	the Communist Party of China (中國共產黨章
		Amendments of Articles of Association of	程) (the “Constitution”), the Guidance for the
		Companies to be Listed in Hong Kong (關於	Articles of Association of Listed Companies
		到香港上市公司對公司章程作補充修改的意	(《上市公司章程指引》), the Rules
		見的函) (the “Circular”), the Constitution of	Governing the Listing of Securities on the
		the Communist Party of China (中國共產黨章	Shanghai Stock Exchange and other relevant
		程) (the “Constitution”), the Guidance for the	regulations.
		Articles of Association of Listed Companies
		(《上市公司章程指引》), the Rules
		Governing the Listing of Securities on the
		Shanghai Stock Exchange and other relevant
		regulations.
	2	Article 2 The Company was established as a	Article 2 The Company was established as a
		joint stock limited company under the	joint stock limited company under the
		Company Law, Special Regulations and	Company Law and other relevant laws and
		other relevant laws and administrative	administrative regulations of the PRC.
		regulations of the PRC.

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APPENDIX IV

	No.	Original Articles	Amended Articles
	3	Article 3 The Company obtained approval	Article 3 The Company obtained approval
		from The Stock Exchange of Hong Kong	from The Stock Exchange of Hong Kong
		Limited on 8 July 2014, to issue an initial of	Limited on 8 July 2014, to issue an initial of
		387,937,000 overseas listed foreign shares to	387,937,000 overseas listed foreign shares to
		overseas investors which were subscribed in	overseas investors which were subscribed in
		foreign currency. The 387,937,000 shares	foreign currency. The 387,937,000 shares
		were listed on The Stock Exchange of Hong	were listed on The Stock Exchange of Hong
		Kong Limited on 8 July 2014. On [●], the	Kong Limited on 8 July 2014. On [●], upon
		Company obtained approval from China	being reviewed by the Shanghai Stock
		Securities Regulatory Commission to issue	Exchange and consent for registration of
		[●] RMB ordinary shares to domestic	the China Securities Regulatory
		investors and were listed on the Shanghai	Commission, the Company may issue [●]
		Stock Exchange on [●].	RMB ordinary shares to domestic investors
			and were listed on the Shanghai Stock
			Exchange on [●].
	4	Article 17 Certificates will be issued for the	Article 17 Certificates will be issued for the
		shares of the Company. All shares issued by	shares of the Company. All shares issued by
		the Company shall have a par value of RMB1	the Company shall have a par value of RMB1
		per share.	per share. The Company shall issue shares
			in the principles of openness, fairness and
			impartiality, and each share of the same
			class shall have the same rights.
	5	Article 18 Subject to the approval of the	Article 18 The Company may issue shares to
		competent securities regulatory authority	domestic investors and foreign investors,
		of the State Council, theCompany may issue	which shall be filed with the securities
		shares to domestic and foreign investors.	regulatory authorities of the State Council
		The term “overseas investors” referred to in	according to relevant regulations.
		the preceding paragraph means investors	The term “overseas investors” referred to in
		from foreign countries, Hong Kong, Macau	the preceding paragraph means investors
		and Taiwan who subscribe for shares issued	from foreign countries, Hong Kong, Macau
		by the Company. The term “domestic	and Taiwan who subscribe for shares issued
		investors” means investors in the PRC,	by the Company. The term “domestic
		excluding the regions mentioned above, who	investors” means investors in the PRC,
		subscribe for shares issued by the Company.	excluding the regions mentioned above, who
			subscribe for shares issued by the Company.

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No. Original Articles Amended Articles 6 Article 21 �� Article 21 �� [●] domestic-listed shares will be issued upon [●] domestic-listed shares will be issued upon initial public offering of the Company and initial public offering of the Company and listed on Shanghai Stock Exchange subject to listed on Shanghai Stock Exchange subject to the approval of the competent securities being reviewed by the Shanghai Stock regulatory authority of the State Council. Exchange and consent for registration After the initial public offering and listing of from the CSRC. After the initial public domestic-listed shares, the ordinary share offering and listing of domestic-listed shares, capital of the Company comprises: [●] the ordinary share capital of the Company ordinary shares, including [●] domestic-listed comprises: [●] ordinary shares, including [●] shares, accounting for approximately [●]% of domestic-listed shares, accounting for the total number of ordinary shares that may approximately [●]% of the total number of be issued by the Company; and [●] overseasordinary shares that may be issued by the listed foreign shares, accounting for Company; and [●] overseas-listed foreign approximately [●]% of the total number of shares, accounting for approximately [●]% of ordinary shares that may be issued by the the total number of ordinary shares that may Company. be issued by the Company.

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No.	No.	Original Articles			Amended Articles
7		**Article 30 Repurchase of shares by **	the **Article **		30 The Company may repurchase
		Company upon the approval of	the its shares through open and centralized
		**competent authority of the State may **	be **trading **		or other methods as permitted by
		conducted by one of the following means: **laws, administrative regulations and **					the
				CSRC.
		(1) making a repurchase offer to	all
		shareholders in proportion to their Where the Company repurchases shares under
		respective shareholdings;		the circumstances as required in items (3), (5)
				and (6)	of Article 29 of the Articles of
		**(2) repurchase through public dealings **	on Association, it shall be conducted			through
		stock exchanges;		open and centralized trading.
		(3) to repurchase by agreements outside Where			the relevant provisions	of	the
		stock exchanges; or		securities regulatory authority at the places
				where the Company’s shares are listed have
		(4) such other circumstances as permitted any other provisions in respect				of	the
		by the laws and administrative regulations repurchase of shares, such provisions shall
		and approved by the regulatory authority. prevail.
		Where the Company repurchases shares under
		the circumstances as required in items (3),	(5)
		and (6) of Article 29 of the Articles	of
		Association, it shall be conducted through
		open and centralized trading.
		Where the relevant provisions of	the
		securities regulatory authority at the places
		where the Company’s shares are listed have
		any other provisions in respect of	the
		repurchase of shares, such provisions shall
		prevail.

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APPENDIX IV

	No.	Original Articles	Original Articles		Amended Articles
	8	Article 37 Share certificates of the Company			Article 37 Share certificates of the Company
		shall be in registered form.	The following		shall be in registered form. The following
		particulars shall be stated	in the	share	particulars shall be stated in the share
		certificates of the Company:			certificates of the Company:
		(1) the Company’s name;			(1) the Company’s name;
		(2) the date of establishment	registration of		(2) the date of establishment registration of
		the Company;			the Company;
		(3) the class of the shares, the par value and			(3) the class of the shares, the par value and
		the number of shares represented by the share			the number of shares represented by the share
		certificate;			certificate;
		(4) the serial number of the share certificate;			(4) the serial number of the share certificate;
		(5) other particulars as required by the			(5) other particulars as required by the
		Company Law, Special Regulations, and the			Company Law and the stock exchange(s)
		stock exchange(s) where the Company has its			where the Company has its shares listed.
		shares listed.			��
		��
	9	Article 51A shareholder of the Company is a			Article 51A shareholder of the Company is a
		person who lawfully holds	shares of the		person who lawfully holds shares of the
		Company and whose name is	entered	in the	Company and whose name is entered in the
		register of members.			register of members. When the Company
					intends to convene a general meeting,
		��			distribute dividends, enter into liquidation
					and engage in other activities that require
					the identification of shareholders, the
					board of directors or the convener of
					general meeting shall determine the record
					date. The shareholders whose names
					appear on the register of members at the
					close of trading on the record date, shall be
					entitled to the relevant rights.
					��

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	No.	Original Articles		Amended Articles
	10	Article 63 The following external guarantees		Article 63 The following external guarantees
		provided by the Company shall be considered		provided by the Company shall be considered
		at the general meeting:		at the general meeting:
		(1) any subsequent guarantee provided after		(1) any subsequent guarantee provided after
		the total amount of external guarantee by the		the total amount of external guarantee by the
		Company and its subsidiaries has exceeded		Company and its subsidiaries has exceeded
		50% of the latest audited net assets;		50% of the latest audited net assets;
		(2) any subsequent guarantee provided after		(2) any subsequent guarantee provided after
		the total amount of external guarantee by the		the total amount of external guarantee by the
		Company and its subsidiaries has exceeded		Company and its subsidiaries has exceeded
		30% of the latest audited total assets;		30% of the latest audited total assets;
		(3) the amount of guarantees provided by the		(3) the amount of guarantees provided by the
		Company within one year has exceeded 30%		Company within one year has exceeded 30%
		of the latest audited total assets;		of the latest audited total assets;
		(4) any guarantee which is provided to the		(4) any guarantee which is provided to the
		principal whose asset-liability ratio exceeds		principal whose asset-liability ratio exceeds
		70%;		70%;
		(5) the amount of any single guarantee		(5) the amount of any single guarantee
		exceeding 10% of the latest audited net		exceeding 10% of the latest audited net
		assets;		assets;
		(6) guarantees provided to shareholders,		(6) guarantees provided to shareholders,
		actual controllers and its connected parties;		actual controllers and its connected parties;
				and
		(7) guarantees provided to connected
		persons; and		(7) other external guarantees required by the
				laws, administrative regulations, department
		(8) other external guarantees required by the		rules, regulations of the stock exchange
		laws, administrative regulations, department		where the Company’s share is listed and the
		rules, regulations of the stock exchange		Articles of Association.
		where the Company’s share is listed and the
		Articles of Association.		��
		��

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No.	Original Articles	Amended Articles
11	Article 65 Shareholders’ general meeting	Article 65 Shareholders’ general meeting
	include annual general meetings and	include annual general meetings and
	extraordinary general meetings. The annual	extraordinary general meetings. The annual
	general meeting is held once a year, and shall	general meeting is held once a year, and shall
	take place within six months after the end of	take place within six months after the end of
	the previous accounting year.	the previous accounting year.
	Under any of the following circumstances,	Under any of the following circumstances,
	the Company shall convene an extraordinary	the Company shall convene an extraordinary
	general meeting within two months from the	general meeting within two months from the
	date upon which the circumstance occurs:	date upon which the circumstance occurs:
	��	��
	(4) whenever the board of directors deems	(4) whenever the board of directors deems
	necessary or when proposed by the	necessary or when proposed by the
	supervisory board or more than half of	supervisory board or more than half of
	independent (non- executive) directors;	independent (non -executive) directors;
	��	��

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No. Original Articles Amended Articles 12 Article 91 In the case of voting at Article 91 In the case of voting at shareholders’ general meetings, shareholders shareholders’ general meetings, shareholders (including their proxies) may exercise their (including their proxies) may exercise their voting rights in accordance with the number voting rights in accordance with the number of their voting shares. Each share shall have of their voting shares. Each share shall have one vote. The Company has no voting right one vote. The Company has no voting right for the shares of the Company it holds. When for the shares of the Company it holds. When calculating the total number of the voting calculating the total number of the voting rights shares for the shareholders’ general rights shares for the shareholders’ general meeting, such portion of the shares shall not meeting, such portion of the shares shall not be included. be included.

When material matters affecting the interests When material matters affecting the interests of minority shareholders are considered at a of minority shareholders are considered at a shareholders’ general meeting, the votes of shareholders’ general meeting, the votes of minority shareholders of domestic listed minority shareholders of domestic listed shares shall be counted separately. The voting shares shall be counted separately. The voting results of such domestic-listed shares shall be results of such domestic-listed shares shall be disclosed publicly in a timely manner. disclosed publicly in a timely manner.

The Board, independent (non-executive) directors and shareholders of the Company who meet the relevant requirements may publicly collect votes from shareholders. Information including the specific voting preference shall be fully provided to the shareholders from whom voting rights are being solicited. Consideration or de facto consideration for soliciting shareholders’ voting rights is prohibited. Except for the statutory requirements, the Company shall not impose any minimum shareholding limitation for soliciting voting rights.

The Shareholders, who purchase the voting rights shares of the Company in violation of provisions of the first clause and second clause of Article 63 of the Securities Law of the People’s Republic of China, shall not exercise the voting rights of the shares that exceed the prescribed ratio within 36 months after purchasing them, and such shares shall not be included in the total number of shares with voting rights at a general meeting.

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APPENDIX IV

No.		Original Articles				Amended Articles
	Where	any shareholder is, under applicable				The Board of the Company, independent
	laws and regulations and the listing rules			of		(non-executive) directors and shareholders
	the stock exchange(s) where the Company has					holding more than one percent of the
	its shares listed, required to abstain from					voting rights shares or investor protection
	voting	on any particular resolution		or		institutions established in accordance with
	restricted to voting only for or against any					laws, administrative regulations or the
	particular resolution, any vote cast by or			on		provisions of the CSRCmay publicly collect
	behalf	of such shareholder in violation		of		votes from shareholders. Information
	such requirement or restriction shall not			be		including the specific voting preference shall
	counted in the resolution results.					be fully provided to the shareholders from
						whom voting rights are being solicited.
						Consideration or de facto consideration for
						soliciting shareholders’ voting rights is
						prohibited. Except for the statutory
						requirements, the Company shall not impose
						any minimum shareholding limitation for
						soliciting voting rights.
						Where any shareholder is, under applicable
						laws and regulations and the listing rules of
						the stock exchange(s) where the Company has
						its shares listed, required to abstain from
						voting on any particular resolution or
						restricted to voting only for or against any
						particular resolution, any vote cast by or on
						behalf of such shareholder in violation of
						such requirement or restriction shall not be
						counted in the resolution results.

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APPENDIX IV

No. Original Articles	No. Original Articles		Amended Articles
13	Article 110 Where the Board of Supervisors		Article 110 Where the Board of Supervisors
	or shareholders decide(s) to convene a		or shareholders decide(s) to convene a
	general meeting by themselves, it/they shall		general meeting by themselves, it/they shall
	notify the Board in writing, and shall at the		notify the Board in writing, and shall at the
	same time report to the stock exchange.		same time report to the stock exchange.
	The Board of Supervisors and the convening		The shareholding of the convening
	shareholders shall submit the relevant		shareholders shall not be lower than 10%
	documents to the stock exchange when		prior to the announcement on resolution
	issuing the notice for convening of the		proposed at the general meeting.
	general meeting and the announcement on
	resolution proposed at the general meeting.		The Board of Supervisors and the convening
			shareholders shall submit the relevant
			documents to the stock exchange when
			issuing the notice for convening of the
			general meeting and the announcement on
			resolution proposed at the general meeting.
14	Article 113 The general meeting shall be		Article 113 The general meeting shall be
	convened by the chairman of the Board. If the		convened by the chairman of the Board. If the
	chairman is unable or fails to perform his		chairman is unable or fails to perform his
	duties, more than half of the directors may		duties,the vice-chairman of the Board shall
	elect a director to convene and act as the		preside over the meeting. If the vice-
	presider of the meeting.		chairman of the Board is unable or fails to
	��		perform his duties, more than half of the
			directors may elect a director to convene and
			act as the presider of the meeting.
			��

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APPENDIX IV

	No.	Original Articles			Amended Articles
	15	Article 116 If ballots are counted at a	Article 116		If ballots are counted at a
		shareholders’ general meeting, the counting	shareholders’ general meeting, the counting
		result shall be recorded in the minutes of the	result shall be recorded in the minutes of the
		meeting. The convener shall ensure the	meeting.
		truthfulness, accuracy and completeness of
		the minutes of the meeting. Directors,
		supervisors, the secretary to the Board of
		Directors, the convener or his or her
		representative, and the chairman of the
		meeting attending the meeting shall sign
		the minutes of the meeting. The minutes of
		the meeting and the signed attendance
		record of the shareholders who attended in
		person, the proxy forms and the valid
		information relating to voting online and
		by other means shall be kept together at the
		premises of the Company for a term of not
		less than 10 years.
	16	Article 117 Conveners shall ensure a general	Article 117		Conveners shall ensure the
		meeting is held continuously until final	truthfulness, accuracy and completeness of
		resolutions are made. Where a general	the minutes of the meeting. Directors,
		meeting is terminated or unable to be	**supervisors, **		the secretary to the Board of
		resolved due to special reasons such as force	**Directors, **	the convener or his or her
		majeure, necessary measures shall be taken	representative, and the chairman of the
		to resume or terminate the general meeting	meeting attending the meeting shall sign
		as soon as possible, and an announcement	**the minutes **		of the meeting. The minutes of
		shall be made in a timely manner.	the meeting and the signed attendance
		Meanwhile, conveners shall report to the	record of the shareholders who attended in
		dispatched office of the China Securities	**person, the **		proxy forms and the valid
		Regulatory Committee at the locality of the	**information **		relating to voting online and
		Company and the stock exchange.	by other means shall be kept together at the
			**premises of **		the Company for a term of not
			**less than 10 **		years.

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APPENDIX IV

No.	Original Articles		Amended Articles
17	Article 136 Directors shall be elected or		Article 136 Directors shall be elected or
	replaced at the shareholders’ general		replaced at the shareholders’ general
	meetings for a term of office of 3 years. Upon		meetings for a term of office of 3 years. Upon
	expiration of the term of office, a director is		expiration of the term of office, a director is
	eligible for re-election and re-appointment.		eligible for re-election and re-appointment.
	The term of office of directors commences		The term of office of directors commences
	from the date of appointment up to the expiry		from the date of appointment up to the expiry
	of the current term of office of the board. In		of the current term of office of the board. In
	the event that the term of a director falls upon		the event that the term of a director falls upon
	expiry whereas the new member of the board		expiry whereas the new member of the board
	is not re-elected in time, the existing director		is not re-elected in time, the existing director
	shall continue to perform his duties in		shall continue to perform his duties in
	accordance with laws, administrative		accordance with laws, administrative
	regulations, departmental rules and the		regulations, departmental rules and the
	provisions of the Articles of Association until		provisions of the Articles of Association until
	the re-elected director assumes office.		the re-elected director assumes office.
	The Company has appointed independent		The Company has appointed independent
	(non-executive) directors. Unless otherwise		(non-executive) directors. Unless otherwise
	required in this section, the provisions		required in this section, the provisions
	relating to the qualifications and obligations		relating to the qualifications and obligations
	of directors set out in Chapter XV of the		of directors set out in Chapter XV of the
	Articles of Association shall be applicable to		Articles of Association shall be applicable to
	independent (non-executive) directors.		independent (non-executive) directors.
	Independent (non-executive) directors shall		Independent (non-executive) directors shall
	be re-elected for a term of not more than 6		be re-elected for a term of not more than 6
	years.		years.

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APPENDIX IV

No. Original Articles Amended Articles The election and removal of the chairman The election and removal of the chairman and shall be approved by more than half of all the vice chairman shall be approved by more directors. The term of office of the chairman than half of all directors. The term of office of shall be three years and eligible for rethe chairman and the vice chairman shall be election and re-appointment upon expiry. three years and eligible for re-election and re-appointment upon expiry. A director is not required to hold shares of the Company. A director is not required to hold shares of the Company. Functions and duties of i ndependent (non-executive) directors of the board of I ndependent (non-executive) directors of the directors of the Company include but is not board of directors of the Company shall limited to : perform the following functions and duties : (1) to participate in the board of directors (1) to participate in the decision-making of and provide independent opinions on matters the Board of Directors and offer specific concerning the Company’s strategic decisions, opinions on the matters deliberated; appointment of senior management members and other decisions involving material interest (2) to supervise the matters on potential of the Company; material conflicts of interest between the Company and its controlling shareholders, (2) to demonstrate the leading and guiding actual controllers, directors, and senior role whenever there is potential conflict of management members specified in Articles interests such as where the Company is 25, 28, 29 and 30 of the Working Rules for entering into connected (related) the Independent Directors of Beijing transactions so as to fully protect the Urban Construction Design & overall legitimate rights and interests of Development Group Co., Limited, urge the the Company and the shareholders; decision-making of the board of directors in line with the overall interests of the (3) to serve as a member of special Company, and protect the legitimate rights committees such as strategy and and interests of minority shareholders; investment committee, audit committee, remuneration committee and nomination (3) to provide professional and objective committee of the board of directors when advice on the operation and development invited; and of the Company and promote the improvement of the decision-making level (4) to monitor whether or not the business of the board of directors; performance of the Company has achieved its pre-set objectives and express opinions at relevant meetings.

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APPENDIX IV

	No. Original Articles	Amended Articles
		(4) to perform other duties prescribed by
		laws, administrative regulations,
		provisions of the CSRC, and the Articles of
		Association.
		Independent (non-executive) directors may
		exercise the following special duties and
		powers:
		(1) to independently engage intermediaries
		to provide audit, consulting or verification
		services for specific matters of the
		Company;
		(2) to propose to the board of directors for
		the convening of extraordinary general
		meetings;
		(3) to propose the convening of board
		meetings;
		(4) to publicly solicit shareholders’ rights
		from shareholders in accordance with
		relevant laws;
		(5) to give independent opinions on matters
		that may damage the rights and interests of
		the Company or the minority shareholders;
		(6) the independent (non-executive)
		directors are required to review, at least
		annually, the data provided by the
		controlling shareholders of the Company
		regarding compliance with and
		enforcement of the non-competition
		agreement and to discharge their review
		responsibilities in relation to continuing
		connected transactions as stipulated in the
		Listing Rules of the Stock Exchange.

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COMPARISON CHART OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF BEIJING URBAN CONSTRUCTION DESIGN & DEVELOPMENT GROUP CO., LIMITED (DRAFT)

APPENDIX IV

	No.	Original Articles				**Amended **	**Amended **	**Amended **	**Amended **	Articles	Articles	Articles
			To exercise			the		duties			and		powers			of
			**independent (non-executive) **										**directors **			in
			**preceding **		**paragraphs **					**(1) **	**to **	(3), consent of
			more	than		half			of		all		independent
			(non-executive) directors								shall		be obtained.
			**The Company shall **						**make a **			disclosure in a
			timely	manner					if	an			independent
			(non-executive)				director					exercises				the
			duties	and		powers				specified				in		the
			preceding			paragraphs.					If		the	above-
			**mentioned **		**duties **			**and powers cannot **								be
			properly		exercised,					the	Company				shall
			**disclose the **			**specific **			**situation **				**and **	reasons
			therefor.
	18	Article 138 Directors may tender resignation	**Article **	138 Directors may							tender resignation
		prior to the expiry of the term of office. The	prior to	the expiry of the term of office. The
		resigning director shall submit to the Board a	resigning director				shall			submit to the				Board a
		written resignation. The Board shall disclose	written	resignation.				The Board shall						disclose
		relevant information within 2 days.	relevant information within 2									days.
		If the number of directors fall below the
		statutory requirement on the quorum of
		directors of the Company when a director
		resigns, the notice of resignation of the
		resigning director will only become
		effective until a new director is appointed
		to fill the vacancy. The remaining directors
		of the board of directors shall convene an
		extraordinary general meeting to elect a
		new director to fill the vacancy as soon as
		possible. The term of appointment of the
		newly elected director or any director
		appointed so as to increase the number of
		directors will be effective from the date of
		appointment to the expiry of the current
		term of office of the Board of the Company,
		and such director will then be eligible for
		re-election.
		Save for the foregoing, resignation report
		of directors shall become effective upon
		being delivered to the board of directors.

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COMPARISON CHART OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF BEIJING URBAN CONSTRUCTION DESIGN & DEVELOPMENT GROUP CO., LIMITED (DRAFT)

APPENDIX IV

	No.	Original Articles	Amended Articles
	19	Article 140 If the term of office of a director	Article 140 If the term of office of a director
		expires but re-election is not made forthwith,	expires but re-election is not made forthwith,
		or the members of the board of directors fall	or the members of the board of directors fall
		below the quorum resulting from the	below the quorum resulting from the
		resignation of a director during his term of	resignation of a director during his term of
		office, the said director shall continue	office, the said director shall continue
		performing the duties as director pursuant to	performing the duties as director pursuant to
		the relevant laws, administrative regulations	the relevant laws, administrative regulations
		and the Articles of Association until the	and the Articles of Association until the
		newly director takes office.	newly director takes office.
			Save for the foregoing, resignation report
			of directors shall become effective upon
			being delivered to the board of directors.
	20	Article 144 Under the premise of compliance	Article 144 Under the premise of compliance
		with the applicable requirements of the	with the applicable requirements of the
		relevant listing rules of the stock exchanges	relevant listing rules of the stock exchanges
		where the Company’s shares are listed from	where the Company’s shares are listed from
		time to time, the Company shall have a board	time to time, the Company shall have a board
		of 12 directors with one chairman. The	of 12 directors with one chairman and one
		number of independent (non-executive)	vice-chairman. The number of independent
		directors shall not be less than 3 and not less	(non-executive) directors shall not be less
		than one-third of all directors.	than 3 and not less than one-third of all
			directors.
	21	Article 151 The chairman of the board of	Article 151 The chairman of the board of
		directors is entitled to the following powers	directors is entitled to the following powers
		and functions:	and functions:
		��	��
		If the chairman of the Board is unable to or	If the chairman of the Board is unable to or
		does not exercise his/her duties, a director	does not exercise his/her duties, such duties
		elected by more than half of the directors may	shall be performed by the vice-chairman. If
		exercise such functions and powers.	the vice-chairman is unable to or does not
			perform his/her duties, a director elected by
			more than half of the directors may exercise
			such functions and powers.

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COMPARISON CHART OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF BEIJING URBAN CONSTRUCTION DESIGN & DEVELOPMENT GROUP CO., LIMITED (DRAFT)

APPENDIX IV

	No.	Original Articles	Original Articles	Original Articles	Original Articles				Amended Articles
	22	Article 154The quorum of the board meeting							Article 154The quorum of the board meeting
		shall be more than half of			the directors				shall be more than half of the directors
		(including those entrusted			to	attend		the	(including those entrusted to attend the
		meeting under Article 155 of			the Articles of				meeting under Article 155 of the Articles of
		Association).							Association).
		Each director	shall	have		one		vote.	Each director shall have one vote.
		Resolutions of the board of directors shall be							Resolutions of the board of directors shall be
		passed by more	than half of all directors,						passed by more than half of all directors,
		unless otherwise	required	by	the Articles of				unless otherwise required by the Articles of
		Association.							Association.
		Resolutions made by the board of directors in							In the event that a director is connected to
		relation to connected transactions				will only be			companies associated with matters to be
		valid upon signing		by		independent			resolved at the board meeting, such
		(non-executive) directors.							director shall not exercise his/her voting
									rights on such resolution, nor shall he/she
									vote on behalf of other directors. The
									board meeting may be convened with a
									majority of the non-connected directors.
									Resolutions shall be approved by a
									majority of non-connected directors at the
									board meeting. When there are less than
									three non-connected directors present at
									the board meeting, such matters shall be
									submitted to the shareholders’ general
									meeting for consideration. Resolutions
									made by the board of directors in relation to
									connected transactions will only be valid
									upon signing by independent (non-executive)
									directors.

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APPENDIX IV COMPARISON CHART OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF BEIJING URBAN CONSTRUCTION DESIGN & DEVELOPMENT GROUP CO., LIMITED (DRAFT)

No.	Original Articles		Amended Articles
23	Article 184 A person may not serve as a		Article 184 A person may not serve as a
	director, supervisor, general manager, or any		director, supervisor, general manager, or any
	other senior management member of the		other senior management member of the
	Company if any of the following		Company if any of the following
	circumstances applies:		circumstances applies:
	A person may not serve as a director,		A person may not serve as a director,
	supervisor, general manager, or any other		supervisor, general manager, or any other
	senior management member of the Company		senior management member of the Company
	if any of the following circumstances applies:		if any of the following circumstances applies:
	(1) a person without civil capacity or with		(1) a person without civil capacity or with
	restricted civil capacity;		restricted civil capacity;
	(2) a person who has committed an offence of		(2) a person who has committed an offence of
	corruption, bribery, infringement of property,		corruption, bribery, infringement of property,
	misappropriation of property or sabotaging the		misappropriation of property or sabotaging the
	social economic order and has been punished		social economic order and has been punished
	because of committing such offence; or who has		because of committing such offence; or who has
	been deprived of his political rights on		been deprived of his political rights on
	committing an offence, in each case where less		committing an offence, in each case where less
	than five years have elapsed since the date of		than five years have elapsed since the date of
	the completion of implementation of such		the completion of implementation of such
	punishment or deprivation;		punishment or deprivation, and less than two
			years have elapsed since the date of the
			completion of the probation period if
			probation is announced;

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APPENDIX IV COMPARISON CHART OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF BEIJING URBAN CONSTRUCTION DESIGN & DEVELOPMENT GROUP CO., LIMITED (DRAFT)

	No. Original Articles	Amended Articles
	(3) a person who is a former director, factory	(3) a person who is a former director, factory
	manager or general manager (manager) of a	manager or general manager (manager) of a
	company or enterprise which has entered into	company or enterprise which has entered into
	insolvent liquidation and he is personally	insolvent liquidation and he is personally
	liable for the insolvency of such company or	liable for the insolvency of such company or
	enterprise, where less than three years have	enterprise, where less than three years have
	elapsed since the date of the completion of	elapsed since the date of the completion of
	the insolvency and liquidation of the	the insolvency and liquidation of the
	company or enterprise;	company or enterprise;
	(4) a person who is a former legal	(4) a person who is a former legal
	representative of a company or enterprise	representative of a company or enterprise
	which had its business licence revoked and	which had its business licence revoked and
	ordered for closure due to a violation of law	ordered for closure due to a violation of law
	and he is personally liable for that, where less	and he is personally liable for that, where less
	than three years has elapsed since the date of	than three years has elapsed since the date of
	the revocation of the business licence;	the revocation of the business licenceand the
		closure ordered;
	(5) the person is personally liable for a
	substantial loan which is due for payment but	(5) the personwho is listed as a defaulter by
	remains unpaid;	a people’s court since he is personally liable
		for a substantial loan which is due for
	��	payment but remains unpaid;
	(11) other circumstances as prescribed by the	��
	laws and regulations of the place of listing of
	the Company’s shares. Persons who hold	(11) other circumstances as prescribed by the
	other executive positions, other than directors	laws and regulations of the place of listing of
	or supervisors, in any entity of the controlling	the Company’s shares. Persons who hold
	shareholder of the Company shall not assume	other executive positions, other than directors
	the office of senior management of the	or supervisors, in any entity of the controlling
	Company.	shareholder of the Company shall not assume
		the office of senior management of the
	��	Company. The senior management of the
		Company only receives salary from the
		Company instead of being paid by the
		controlling shareholder on behalf of the
		Company.
		��

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APPENDIX V COMPARISON CHART OF AMENDMENTS TO THE RULES OF PROCEDURE FOR THE GENERAL MEETING OF BEIJING URBAN CONSTRUCTION DESIGN & DEVELOPMENT GROUP CO., LIMITED APPLICABLE UPON THE INITIAL PUBLIC OFFERING AND LISTING OF A SHARES

COMPARISON CHART OF AMENDMENTS TO THE RULES OF PROCEDURE FOR THE GENERAL MEETING OF BEIJING URBAN CONSTRUCTION DESIGN & DEVELOPMENT GROUP CO., LIMITED

No. Original Articles Amended Articles 1 Article 1 These rules of procedures (the Article 1 These rules of procedures (the “Rules”) are formulated by Beijing Urban “Rules”) are formulated by Beijing Urban Construction Design & Development Group Construction Design & Development Group Co., Limited (the “Company”) in accordance Co., Limited (the “Company”) in accordance with the Company Law of the People’s with the Company Law of the People’s Republic of China (“Company Law”), the Republic of China (“Company Law”), the Securities Law of the People’s Republic of Securities Law of the People’s Republic of China (“Securities Law”), the Mandatory China (“Securities Law”), the Trial Provisions in the Articles of Association of Administrative Measures of Overseas Companies Listed Overseas, The Rules Securities Offering and Listing by Governing the Listing of Securities on the Domestic Companies , The Rules Governing Stock Exchange of Hong Kong Limited the Listing of Securities on the Stock (“Listing Rules of the Stock Exchange”), the Exchange of Hong Kong Limited (“Listing Rules Governing the Listing of Stocks on the Rules of the Stock Exchange”), the Rules Shanghai Stock Exchange (“Listing Rules of Governing the Listing of Stocks on the the Shanghai Stock Exchange”), the Code on Shanghai Stock Exchange (“Listing Rules of Corporate Governance of Listed Companies, the Shanghai Stock Exchange”), the Code on the Guidelines for the Articles of Association Corporate Governance of Listed Companies, of Listed Companies, the Rules of Procedures the Guidelines for the Articles of Association for Shareholders’ General Meeting of Listed of Listed Companies, the Rules of Procedures Companies and relevant domestic and foreign for Shareholders’ General Meeting of Listed laws and regulations and regulatory Companies and other relevant domestic and documents as well as the Articles of foreign laws and regulations and regulatory Association of Beijing Urban Construction documents as well as the Articles of Design & Development Group Co., Limited Association of Beijing Urban Construction (“Articles of Association”) with reference to Design & Development Group Co., Limited actual conditions of the Company, in order to (Draft) (“Articles of Association”) with protect the lawful interests of shareholders, reference to actual conditions of the ensure normal order and operating efficiency Company, in order to protect the lawful of the shareholders’ general meeting and interests of shareholders, ensure normal order perform its function as the organ of authority. and operating efficiency of the shareholders’ general meeting and perform its function as the organ of authority.

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APPENDIX V COMPARISON CHART OF AMENDMENTS TO THE RULES OF PROCEDURE FOR THE GENERAL MEETING OF BEIJING URBAN CONSTRUCTION DESIGN & DEVELOPMENT GROUP CO., LIMITED APPLICABLE UPON THE INITIAL PUBLIC OFFERING AND LISTING OF A SHARES

	No.	Original Articles		Amended Articles
	2	Article 7 The general meeting shall be the		Article 7 The general meeting shall be the
		organ of authority of the Company, and	shall	organ of authority of the Company, and shall
		exercise the functions of its authority as		exercise the functions of its authority as
		follows:		follows:
		(1) to decide the Company’s operational		(1) to decide the Company’s operational
		policies and investment plans;		policies and investment plans;
		(2) to elect and replace directors who are not		(2) to elect and replace directors who are not
		employee representatives and decide on the		employee representatives and decide on the
		matters relating to their remuneration;		matters relating to their remuneration;
		(3) to elect and replace supervisors who are		(3) to elect and replace supervisors who are
		not employee representatives and decide on		not employee representatives and decide on
		the matters relating to their remuneration;		matters relating to their remuneration;
		(4) to consider and approve the reports of the		(4) to consider and approve the reports of the
		board of directors;		board of directors;
		(5) to consider and approve the reports of the		(5) to consider and approve the reports of the
		supervisory board;		supervisory board;
		(6) to consider and approve the Company’s		(6) to consider and approve the Company’s
		proposed annual budgets and final accounts;		proposed annual budgets and final accounts;
		(7) to consider and approve the Company’s		(7) to consider and approve the Company’s
		profit distribution plans and loss recovery		profit distribution plans and loss recovery
		plans;		plans;
		(8) to resolve on matters over the increase or		(8) to resolve on matters over the increase or
		reduction of the Company’s registered		reduction of the Company’s registered
		capital;		capital;
		(9) to resolve on matters over the merger,		(9) to resolve on matters over the merger,
		division, dissolution or liquidation of the		division, dissolution or liquidation of the
		Company or change of the Company’s form;		Company or change of the Company’s form;
		(10) to resolve on the issue of bonds, any kind		(10) to resolve on the issue of bonds, other
		of securities, warrants or other similar		securities and listing of the Company;
		securities by the Company;

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APPENDIX V COMPARISON CHART OF AMENDMENTS TO THE RULES OF PROCEDURE FOR THE GENERAL MEETING OF BEIJING URBAN CONSTRUCTION DESIGN & DEVELOPMENT GROUP CO., LIMITED APPLICABLE UPON THE INITIAL PUBLIC OFFERING AND LISTING OF A SHARES

	No.	Original Articles	Amended Articles
	3	Article 8The authorities of the shareholders’	Article 8The authorities of the shareholders’
		general meeting when considering matters	general meeting when considering matters
		including external guarantee, connected	including external guarantee, connected
		transactions, financial assistance and other	transactions, financial assistance and other
		transactions are stated as follows:	transactions are stated as follows:
		(1) External guarantee	(1) External guarantee
		The following external guarantees provided	The following external guarantees provided
		by the Company shall be considered at the	by the Company shall be considered at the
		shareholders’ general meeting after such	shareholders’ general meeting after such
		guarantees have been considered and	guarantees have been considered and
		approved by the board of directors:	approved by the board of directors:
		1. any subsequent guarantee provided after	1. any subsequent guarantee provided after
		the total amount of external guarantee by the	the total amount of external guarantee by the
		Company and its holding subsidiaries has	Company and its holding subsidiaries has
		reached or exceeded 50% of the latest audited	reached or exceeded 50% of the latest audited
		net assets;	net assets;
		2. any subsequent guarantee provided after	2. any subsequent guarantee provided after
		the total amount of the external guarantee by	the total amount of the external guarantee by
		the Company has reached or exceeded 30% of	the Company and its holding subsidiaries has
		the latest audited total assets;	exceeded 30% of the latest audited total
			assets;
		3. any guarantee provided for object whose
		asset-liability ratio has exceeded 70%;	3. guarantees exceeding 30% of the latest
			audited total assets of the Company when
		4. the amount of any single guarantee	being aggregated with guarantees within
		exceeding 10% of the latest audited net	one year;
		assets;
			4. any guarantee provided for object whose
			asset-liability ratio has exceeded 70%;

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APPENDIX V COMPARISON CHART OF AMENDMENTS TO THE RULES OF PROCEDURE FOR THE GENERAL MEETING OF BEIJING URBAN CONSTRUCTION DESIGN & DEVELOPMENT GROUP CO., LIMITED APPLICABLE UPON THE INITIAL PUBLIC OFFERING AND LISTING OF A SHARES

	No.		Original Articles	Original Articles			Amended Articles
		**5. **	guarantees exceeding 30% of the latest				5. the amount of any single guarantee
		audited total assets of the Company when					exceeding 10% of the latest audited net
		being aggregated with guarantees incurred					assets;
		**in **	**the preceding 12 consecutive **		months;
							6. guarantees provided to shareholders, actual
		6.	guarantees provided to shareholders, actual				controllers and its connected parties;
		controllers and its connected		parties;
							7. other external guarantees required by the
		7.	guarantees provided	to	connected		laws, administrative regulations, department
		persons;					rules, regulations of the stock exchange
							where the Company’s shares are listed and the
		8.	other external guarantees	required by the			Articles of Association.
		laws, administrative regulations, department
		rules, regulations of the stock			exchange		The guarantee within the authority of the
		where the Company’s shares are listed and the					board of directors requires not only the
		Articles of Association.					approval of the majority of all the
							directors, but also the approval of more
							than two-thirds of the directors attending
							the Board meeting; the above guarantee in
							item 3 shall be approved by more than 2/3
							of the voting rights held by the
							shareholders present at the general
							meeting.
							When provision of any guarantee to
							shareholder, actual controller and its
							connected parties is considered at the
							general meeting, such shareholder or any
							shareholder controlled by the said actual
							controller shall not vote on such matters.

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APPENDIX V COMPARISON CHART OF AMENDMENTS TO THE RULES OF PROCEDURE FOR THE GENERAL MEETING OF BEIJING URBAN CONSTRUCTION DESIGN & DEVELOPMENT GROUP CO., LIMITED APPLICABLE UPON THE INITIAL PUBLIC OFFERING AND LISTING OF A SHARES

No.	Original Articles	Amended Articles
4	Article 10 The Company shall convene an	Article 10 The Company shall convene an
	extraordinary general meeting within two	extraordinary general meeting within two
	months after the occurrence of any of the	months after the occurrence of any of the
	following events:	following events:
	(1) where the number of directors falls below	(1) where the number of directors falls below
	the number as specified in the Company Law	the number as specified in the Company Law
	or is less than two-thirds of the number of	or is less than two-thirds of the number of
	directors as provided in the Articles of	directors as provided in the Articles of
	Association;	Association;
	(2) where the amount of unrecovered losses	(2) where the amount of unrecovered losses
	of the Company represents one-third of the	of the Company represents one-third of the
	total paid-up share capital of the Company;	total paid-up share capital of the Company;
	(3) where shareholders who hold, alone or in	(3) where shareholders who hold, alone or in
	aggregate, 10% or more of the shares	aggregate, 10% or more of the shares
	outstanding of the Company with voting	outstanding of the Company with voting
	rights request in writing to convene an	rights request in writing to convene an
	extraordinary general meeting;	extraordinary general meeting;
	(4) whenever the board of directors deems	(4) whenever the board of directors deems
	necessary or when proposed by the	necessary or when proposed by the
	supervisory board or more than one-half of	supervisory board or more than one-half of
	the independent (non-executive) directors;	the independent (non-executive) directors;
	(5) whenever required by the securities	(5) whenever required by the securities
	regulatory authorities;	regulatory authorities;
	(6) other circumstances as specified by laws,	(6) other circumstances as specified by laws,
	administrative regulations, departmental rules	administrative regulations, departmental rules
	and regulations or the Articles of Association.	and regulations or the Articles of Association.
	The number of shares held by shareholders as	The number of shares held by shareholders as
	stipulated in item (3) above shall be	stipulated in item (3) above shall be
	calculated based on the date on which the	calculated based on the date on which the
	shareholders make a request in writing. Such	shareholders make a request in writing. Such
	shareholders shall also sign written requests	shareholders shall also sign written requests
	in one or more counterparts and submit a	in one or more counterparts and submit a
	clear agenda and proposals to the board of	clear agenda and proposals to the board of
	directors.	directors.

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APPENDIX V COMPARISON CHART OF AMENDMENTS TO THE RULES OF PROCEDURE FOR THE GENERAL MEETING OF BEIJING URBAN CONSTRUCTION DESIGN & DEVELOPMENT GROUP CO., LIMITED APPLICABLE UPON THE INITIAL PUBLIC OFFERING AND LISTING OF A SHARES

	No.	Original Articles	Amended Articles
	5	Article 11The Company cannot be convened	Article 11 The board of directors shall
		the shareholders’ general meeting within the	convene the shareholders’ general meeting
		time of Article 12 and Article 13 of these	on time within the time as provided in
		Rules, which shall be reported to the local	Article 9 of these Rules.
		China Securities Regulatory Commission
		(“CSRC”) dispatched institutions and	The Company cannot be convened the
		securities exchange, and the Company should	shareholders’ general meeting within the time
		give the reasons and make an announcement	of Article 9 and Article 10 of these Rules,
		in respect thereof.	which shall be reported to the local China
			Securities Regulatory Commission (“CSRC”)
			dispatched institutions and securities
			exchange, and the Company should give the
			reasons and make an announcement in respect
			thereof.
	6	Article 15 Where the board of supervisors or	Article 15 Where the board of supervisors or
		shareholders decide(s) to convene a general	shareholders decide(s) to convene a general
		meeting by themselves, it/they shall notify	meeting by themselves, it/they shall notify
		the Board in writing, and shall at the same	the Board in writing, and shall at the same
		time report to the stock exchange.	time report to the stock exchange.
		The board of supervisors and the convening	The board of supervisors and the convening
		shareholders shall submit the relevant	shareholders shall submit the relevant
		documents to the stock exchange before	documents to the stock exchange before
		issuing the notice for convening of the	issuing the notice for convening of the
		general meeting and the announcement on	general meeting and the announcement on
		resolutions proposed at the general meeting.	resolutions proposed at the general meeting.
			The shareholding of the convening
			shareholders shall not be lower than 10%
			before issuing the announcement on
			resolutions proposed at the general
			meeting.
	7	Article 32 The Chairman of the Board shall	Article 32 The Chairman of the Board shall
		chair the shareholders’ general meetings.	chair the shareholders’ general meetings.
		Where the Chairman is unable to perform	Where the Chairman is unable to perform
		his/her duties or does not perform his/her	his/her duties or does not perform his/her
		duties, a director nominated by more than half	duties,the vice-chairman of the Board shall
		of the directors shall chair the meetings.	chair the meeting. Where the vice-
			chairman of the Board is unable to perform
		��	his/her duties or does not perform his/her
			duties, a director nominated by more than
			half of the directors shall chair the meetings.
			��

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	No.		Original Articles	Original Articles	Original Articles				Amended Articles
	8	Article 40							Article 40
		��							��
		The Company’s		board	of		directors,		The Shareholders, who purchase the voting
		independent	(non-executive) directors					and	shares of the Company in violation of
		shareholders	who	satisfy	the relevant				provisions of the first clause and second
		stipulated criteria		may	openly solicit				clause of Article 63 of the Securities Law of
		shareholders’	voting rights. Persons soliciting						the People’s Republic of China, shall not
		shareholders’	voting	rights	shall make			full	exercise the voting rights of the shares that
		disclosure of	information such				as specific		exceed the prescribed ratio within 36
		voting intent. No		person		shall solicit			months after purchasing them, and such
		shareholders’	voting rights				by giving		shares shall not be included in the total
		compensation	or disguised		compensation.				number of shares with voting rights at a
		The Company shall not set					a minimum		general meeting.
		shareholding	percentage		restriction			for
		solicitation of voting		rights.					The Company’s board of directors,
									independent (non-executive) directors and
									shareholdersholding more than one percent
									of the voting shares or investor protection
									institutions established in accordance with
									laws, administrative regulations or the
									provisions of the CSRC may openly solicit
									shareholders’ voting rights. Persons soliciting
									shareholders’ voting rights shall make full
									disclosure of information such as specific
									voting intent. No person shall solicit
									shareholders’ voting rights by giving
									compensation or disguised compensation.
									Except for the statutory requirements, the
									Company shall not set a minimum
									shareholding percentage restriction for
									solicitation of voting rights.
	9	**Article 47 Any voting of **			any resolution				Article 47 When proposals are voted on at
		shall be counted		by	at		least	two	the general meeting, two shareholders’
		**representatives of shareholders and **						one	representatives shall be appointed to count,
		**supervisor, and the **		**results **	**of **		voting shall		and monitor counting of, the votes. Where
		**be announced by the vote **			**counters. **			Vote	any shareholder has interests in any issue
		counter shall be		designated by				the	considered, the said shareholder or proxy
		chairman of the		meeting.			Where	any	thereof shall not participate in counting and
		shareholder has relations with any issue							monitoring of ballots.
		considered, the said		shareholder or proxy
		thereof shall	not participate		in	counting and			��
		monitoring of ballots.
		��

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APPENDIX V COMPARISON CHART OF AMENDMENTS TO THE RULES OF PROCEDURE FOR THE GENERAL MEETING OF BEIJING URBAN CONSTRUCTION DESIGN & DEVELOPMENT GROUP CO., LIMITED APPLICABLE UPON THE INITIAL PUBLIC OFFERING AND LISTING OF A SHARES

No. Original Articles Amended Articles 10 Article 66 Directors, supervisors, the Article 66 Directors, supervisors, the secretary to the Board of Directors, the secretary to the Board of Directors, the convener or his or her representative, and the convener or his or her representative, and the chairman of the meeting attending the chairman of the meeting attending the meeting shall sign the minutes of the meeting. meeting shall sign the minutes of the meeting, The minutes of the meeting and the signed and ensure the truthfulness, accuracy and attendance record of the shareholders who completeness of the minutes of the meeting. attended in person, the proxy forms and the The minutes of the meeting and the signed valid information relating to voting online attendance record of the shareholders who and by other means shall be kept together at attended in person, the proxy forms and the the premises of the Company for a term of not valid information relating to voting online less than 10 years. and by other means shall be kept together at the premises of the Company for a term of not less than 10 years.

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APPENDIX VI COMPARISON CHART OF AMENDMENTS TO THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS OF BEIJING URBAN CONSTRUCTION DESIGN & DEVELOPMENT GROUP CO., LIMITED APPLICABLE UPON THE INITIAL PUBLIC OFFERING AND LISTING OF A SHARES

COMPARISON CHART OF AMENDMENTS TO THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS OF BEIJING URBAN CONSTRUCTION DESIGN & DEVELOPMENT GROUP CO., LIMITED

No. Original Articles Amended Articles 1 Article 1 In order to standardize the procedures and Article 1 In order to standardize the procedures and decision-making procedures of the board of directors, decision-making procedures of the board of directors, assure democratic and scientific decision-making assure democratic and scientific decision-making behaviors of Beijing Urban Construction Design & behaviors of Beijing Urban Construction Design & Development Group Co., Limited (the “Company”), Development Group Co., Limited (the “Company”), and fully play the center role of the board of directors and fully play the center role of the board of directors in management decision, the Company formulated in management decision, the Company formulated these Rules of Procedure (the “Rules”), in accordance these Rules of Procedure (the “Rules”), in accordance with the Company Law of the People’s Republic of with the Company Law of the People’s Republic of China (the “Company Law”), the Securities Law of China (the “Company Law”), the Securities Law of the People’s Republic of China, the Mandatory the People’s Republic of China, the Trial Provisions in the Articles of Association of Administrative Measures of Overseas Securities Companies Listed Overseas and the Rules Governing Offering and Listing by Domestic Companies and the Listing of Securities on The Stock Exchange of the Rules Governing the Listing of Securities on The Hong Kong Limited (the “Listing Rules of the Stock Stock Exchange of Hong Kong Limited (the “Listing Exchange”), the Guidelines for the Articles of Rules of the Stock Exchange”), the Guidelines for the Association of Listed Companies, the Rules Articles of Association of Listed Companies, the Governing the Listing of Stocks on the Shanghai Rules Governing the Listing of Stocks on the Stock Exchange (the “Listing Rules of the Shanghai Shanghai Stock Exchange (the “Listing Rules of the Stock Exchange”) and other relevant domestic and Shanghai Stock Exchange”) and other relevant foreign laws and regulations and regulatory domestic and foreign laws and regulations and documents as well as the Articles of Association of regulatory documents as well as the Articles of Beijing Urban Construction Design & Development Association of Beijing Urban Construction Design & Group Co., Limited (the “Articles of the Development Group Co., Limited (the “Articles of the Association”). Association”).

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APPENDIX VI COMPARISON CHART OF AMENDMENTS TO THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS OF BEIJING URBAN CONSTRUCTION DESIGN & DEVELOPMENT GROUP CO., LIMITED APPLICABLE UPON THE INITIAL PUBLIC OFFERING AND LISTING OF A SHARES

	No.	Original Articles		Amended Articles
	2	Article 4 The Company shall have the board of		Article 4 The Company shall have the board of
		directors and its member composition is stipulated		directors and its member composition is stipulated
		based on the Articles of Association. At any time, the		based on the Articles of Association. At any time, the
		number of independent (non-executive) directors	shall	number of independent (non-executive) directors shall
		not be less than 3 and not be less than one third of all		not be less than 3 and not be less than one third of all
		directors. At least 1 independent (non-executive)		directors. At least 1 independent (non-executive)
		director in the board of directors must be accounting		director in the board of directors must be accounting
		professional.		professional.
		Functions and duties of independent (non-executive)		Independent (non-executive) directors of the board of
		directors of the board of directors of the Company		directors of the Companyshall perform the following
		include but are not limited to:		duties:
		**(1) to participate in the board of directors **	and	(1) to participate in the decision-making of the
		provide independent opinions on matters		Board of Directors and offer specific opinions on
		concerning the Company’s strategic decisions,		the matters deliberated;
		appointment of senior management members and
		other decisions involving material interest of the		(2) to supervise the matters on potential material
		Company;		conflicts of interest between the Company and its
				controlling shareholders, actual controllers,
		**(2) to demonstrate the leading and guiding **	role	directors, and senior management members
		whenever there is potential conflict of interests		specified in Articles 25, 28, 29 and 30 of the
		**such as where the Company is entering **	into	Working Rules for the Independent Directors of
		**connected (related) transactions so as to **	fully	Beijing Urban Construction Design & Development
		protect the overall legitimate rights and interests of		Group Co., Limited, urge the decision-making of
		the Company and the shareholders;		the board of directors in the overall interests of the
				Company, and protect the legitimate rights and
				interests of minority shareholders;

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APPENDIX VI COMPARISON CHART OF AMENDMENTS TO THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS OF BEIJING URBAN CONSTRUCTION DESIGN & DEVELOPMENT GROUP CO., LIMITED APPLICABLE UPON THE INITIAL PUBLIC OFFERING AND LISTING OF A SHARES

No.		Original Articles	Original Articles			Amended Articles
	(3) to serve as a member of special committees such					**(3) to provide professional and objective advice **	on
	**as the strategic and investment committee, **			audit		the operation and development of the Company
	committee,	remuneration	committee	and		and promote the improvement of the decision-
	**nomination committee of the **		board of directors			making level of the board of directors;
	when invited; and
						(4) to perform other duties prescribed by laws,
	**(4) to monitor whether or **		not the business			administrative regulations, provisions of	the
	**performance **	of the Company has achieved its				CSRC, and the Articles of Association.
	pre-set objectives and express opinions at relevant
	meetings.					Independent (non-executive) directors may exercise
						the following special duties and powers:
						**(1) to independently engage intermediaries **	to
						provide audit, consulting or verification services
						for specific matters of the Company;
						**(2) to propose to the board of directors for **	the
						convening of extraordinary general meetings;
						(3) to propose the convening of board meetings;
						(4) to publicly solicit shareholders’ rights from
						shareholders in accordance with relevant laws;
						(5) to give independent opinions on matters that
						**may damage the rights and interests of **	the
						Company or the minority shareholders;

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APPENDIX VI COMPARISON CHART OF AMENDMENTS TO THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS OF BEIJING URBAN CONSTRUCTION DESIGN & DEVELOPMENT GROUP CO., LIMITED APPLICABLE UPON THE INITIAL PUBLIC OFFERING AND LISTING OF A SHARES

No.	Original Articles		Amended Articles
			(6) the independent (non-executive) directors are
			required to review, at least annually, the data
			provided by the controlling shareholder of the
			Company regarding compliance with and
			enforcement of the non-competition agreement and
			to discharge their review responsibilities in relation
			to continuing connected transactions as stipulated
			in the Listing Rules of the Stock Exchange.
			To exercise the duties and powers of independent
			(non-executive) directors in subparagraphs (1) to
			(3) above, consent of more than half of all
			independent (non-executive) directors shall be
			obtained.
			The Company shall make a disclosure in a timely
			manner if an independent (non-executive) director
			exercises the duties and powers specified in the
			preceding paragraph. If the above-mentioned
			duties and powers cannot be properly exercised,
			the Company shall disclose the specific situation
			and reasons therefor.

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APPENDIX VI COMPARISON CHART OF AMENDMENTS TO THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS OF BEIJING URBAN CONSTRUCTION DESIGN & DEVELOPMENT GROUP CO., LIMITED APPLICABLE UPON THE INITIAL PUBLIC OFFERING AND LISTING OF A SHARES

No.	No.		Original Articles				Amended Articles
3		Article 7The board of directors shall establish special					Article 7The board of directors shall establish special
		committees,	such as strategic	and investment			committees, such as strategic and investment
		committee, audit committee, remuneration committee					committee, audit committee, remuneration committee
		and nomination committee and other special					and nomination committee and other special
		committees	which the board of	directors deem			committees which the board of directors deem
		necessary. Independent (non-executive) directors					necessary. Special committees shall be responsible
		**shall account for the majority of **		members of the			to the board of directors, and shall perform their
		**audit committee, remuneration **		committee and			duties in accordance with the Articles of
		nomination	committee. Each	of the special			Association and the authorization of the board of
		**committees, under the leadership **		**of the board **		of	directors. The proposal shall be submitted to the
		directors,	shall provide recommendation and				board of directors for consideration and decision.
		**advices the **	**board of directors for **	decision-making			All members of the special committees shall be
		and make proposals for the board of directors.					directors, of which independent directors shall
							account for the majority of members of the audit
							committee, nomination committee and
							remuneration committee, and shall serve as the
							convener. The convener of the audit committee
							shall be an accounting professional. The board of
							directors is responsible for the formulation of the
							rules of procedure of the special committees and
							the standardization of operation of the special
							committees.
4		Article 13 The election and removal of the chairman					Article 13 The election and removal of the chairman
		shall be approved by more than half of all directors.					and vice-chairman shall be approved by more than
							half of all directors. The term of office of the
							chairman and vice-chairman shall be three years
							and eligible for re-election and re-appointment
							upon expiry.

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APPENDIX VI COMPARISON CHART OF AMENDMENTS TO THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS OF BEIJING URBAN CONSTRUCTION DESIGN & DEVELOPMENT GROUP CO., LIMITED APPLICABLE UPON THE INITIAL PUBLIC OFFERING AND LISTING OF A SHARES

	No.	Original Articles	Original Articles	Amended Articles	Amended Articles
	5	Article 14 The chairman of	the board of directors is	Article 14 The chairman of the board of directors is
		entitled to the following powers and functions:		entitled to the following	powers and functions:
		(1) to preside over the general meeting, and to		(1) to preside over the general meeting, and to
		convene and preside over the	meetings of the board of	convene and preside over the meetings of the board of
		directors;		directors;
		(2) to monitor and check on the implementation of		(2) to monitor and check on the implementation of
		resolutions of the board of directors;		resolutions of the board	of directors;
		(3) to sign the securities certificates issued by the		(3) to sign the securities certificates issued by the
		Company;		Company;
		(4) to sign important documents of the board of		(4) to sign important documents of the board of
		directors and other documents that require signing by		directors and other documents that require signing by
		the Company’s legal representative;		the Company’s legal representative;
		(5) to propose the nomination for the Company’s		(5) to propose the nomination for the Company’s
		general manager and board secretary;		general manager and board secretary;
		(6) to exercise the special power to handle corporate		(6) to exercise the special power to handle corporate
		affairs in accordance with law and the Company’s		affairs in accordance with law and the Company’s
		interests in cases of emergency caused by catastrophic		interests in cases of emergency caused by catastrophic
		natural disasters or other force majeure, and report to		natural disasters or other force majeure, and report to
		the board of directors and shareholders’ general		the board of directors	and shareholders’ general
		meeting thereafter;		meeting thereafter;
		(7) to exercise other powers	and functions conferred	(7) to exercise other powers and functions conferred
		by the board of directors.		by the board of directors.
		If the chairman of the Board	is unable to or does not	If the chairman of the Board is unable to or does not
		exercise his/her duties, a director elected by more than		exercise his/her duties,	the vice-chairman of the
		half of the directors may exercise such functions and		**Board shall exercise **	his/her duties; where the
		powers.		vice-chairman of the Board is unable to or does not
				perform his/her duties, a director elected by more
				than half of the directors may exercise such functions
				and powers.

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APPENDIX VI

COMPARISON CHART OF AMENDMENTS TO THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS OF BEIJING URBAN CONSTRUCTION DESIGN & DEVELOPMENT GROUP CO., LIMITED APPLICABLE UPON THE INITIAL PUBLIC OFFERING AND LISTING OF A SHARES

No.	Original Articles	Original Articles		Amended Articles
6 Article 18 The board meeting shall be convened by Article 18 The chairman of the board of directors
the chairman of the board of directors.			The quorum of **shall convene **	and preside over a board meeting,
the board meeting shall be		more than half of the and check on the implementation of the resolutions
directors (including those entrusted			to attend the of the board of directors. The vice-chairman assists
meeting under Article 26 of the Rules). **the chairman **				in his work. If the chairman of the
			board of directors is unable to or does not exercise
			his/her duties, the vice-chairman of the board of
			directors shall exercise his/her duties; where the
			vice-chairman	of the board of directors is unable to
			or does not exercise his/her duties, a director
			**elected by more than half of the **		directors may
			**exercise such **	functions and powers. The board
			meeting shall be convened by the chairman of the
			board of directors. The quorum of the		board meeting
			shall be more	than half of the directors (including
			those entrusted	to attend the meeting under Article 26
			of the Rules).

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APPENDIX VII COMPARISON CHART OF AMENDMENTS TO THE WORKING RULES FOR THE INDEPENDENT DIRECTORS OF BEIJING URBAN CONSTRUCTION DESIGN & DEVELOPMENT GROUP CO., LIMITED APPLICABLE UPON THE INITIAL PUBLIC OFFERING AND LISTING OF A SHARES

COMPARISON CHART OF AMENDMENTS TO THE WORKING RULES FOR THE INDEPENDENT DIRECTORS OF BEIJING URBAN CONSTRUCTION DESIGN & DEVELOPMENT GROUP CO., LIMITED

No. Original Articles Amended Articles 1 Article 1 These Rules are formulated by Beijing Article 1 These Rules are formulated by Beijing Urban Construction Design & Development Group Urban Construction Design & Development Group Co., Limited (the “Company”) in accordance with the Co., Limited (the “Company”) in accordance with the Company Law of the People’s Republic of China (the Company Law of the People’s Republic of China (the “Company Law”), the Securities Law of the People’s “Company Law”), the Securities Law of the People’s Republic of China, the Rules for the Independent Republic of China, the Measures for the Directors of Listed Companies, the Rules Governing Administration of Independent Directors of Listed the Listing of Securities on The Stock Exchange of Companies , the Rules Governing the Listing of Hong Kong Limited (the “Listing Rules of the Stock Securities on The Stock Exchange of Hong Kong Exchange”), the Rules Governing the Listing of Limited (the “Listing Rules of the Stock Exchange”), Stocks on the Shanghai Stock Exchange (the the Rules Governing the Listing of Stocks on the “SSE”) (the “Listing Rules of the Shanghai Stock Shanghai Stock Exchange (the “Listing Rules of the Exchange”, together with the Listing Rules of the Shanghai Stock Exchange”, together with the Listing Stock Exchange, collectively the “Listing Rules”) and Rules of the Stock Exchange, collectively the “Listing other domestic and foreign laws, regulations and Rules”) and other domestic and foreign laws, regulatory documents, as well as the Articles of regulations and regulatory documents, as well as the Association of Beijing Urban Construction Design & Articles of Association of Beijing Urban Construction Development Group Co., Limited (the “Articles of Design & Development Group Co., Limited (the Association”) and other relevant regulations, in order “ Articles of Association ”) and other relevant to further improve the governance structure of the regulations, in order to further improve the Company, promote the standardized operation of the governance structure of the Company, promote the Company and effectively protect the legitimate rights standardized operation of the Company and and interests of the Company and all shareholders. effectively protect the legitimate rights and interests of the Company and all shareholders.

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APPENDIX VII COMPARISON CHART OF AMENDMENTS TO THE WORKING RULES FOR THE INDEPENDENT DIRECTORS OF BEIJING URBAN CONSTRUCTION DESIGN & DEVELOPMENT GROUP CO., LIMITED APPLICABLE UPON THE INITIAL PUBLIC OFFERING AND LISTING OF A SHARES

	No.	Original Articles	Amended Articles
	2	Article 2An independent (non-executive) director of	Article 2An independent (non-executive) director of
		the Company is a director holding no posts other than	the Company is a director holding no posts other than
		that of a director or a member of a special committee	that of a director or a member of a special committee
		of the Board of Directors in the Company, having no	of the Board of Directors in the Company, having
		relationship with the Company and its substantial	neither direct or indirect interest in the Company
		shareholders that might hinder his/her independent	and its substantial shareholders, nor other
		and objective judgment, and meeting the relevant	relationship that might affect his/her independent
		regulations of the stock exchange(s) where the	and objective judgment, and meeting the relevant
		Company’s shares are listed.	regulations of the stock exchange(s) where the
			Company’s shares are listed.
			An independent (non-executive) director shall
			perform his/her duties independently and not be
			affected by the Company and its substantial
			shareholders, de facto controller and other entities
			or individuals.
	3	Article 3An independent (non-executive) director has	Article 3An independent (non-executive) director has
		a fiduciary and diligent obligation toward the	a fiduciary and diligent obligation toward the
		Company and all its shareholders. An independent	Company and all its shareholders. An independent
		(non-executive) director shall, pursuant to the	(non-executive) director shall, pursuant to the
		requirements of the relevant laws, administrative	requirements of the relevant laws, administrative
		regulations and the Articles of Association,	regulations, provisions of China Securities
		conscientiously perform his/her duties and	Regulatory Commissions (the “CSRC”), business
		responsibilities, safeguard the Company’s overall	rules of the stock exchanges and the Articles of
		interests and, in particular, pay attention to and	Association, conscientiously perform his/her duties
		protect the lawful rights and interests of small and	and responsibilities, play the role of participating
		medium shareholders.	in decision-making, conducting supervision, checks
			and balances, and providing professional advice in
			the Board of Directors, safeguard the overall
			interests of the listed companyand protect the lawful
			rights and interests of small and medium shareholders.

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APPENDIX VII COMPARISON CHART OF AMENDMENTS TO THE WORKING RULES FOR THE INDEPENDENT DIRECTORS OF BEIJING URBAN CONSTRUCTION DESIGN & DEVELOPMENT GROUP CO., LIMITED APPLICABLE UPON THE INITIAL PUBLIC OFFERING AND LISTING OF A SHARES

	No.	Original Articles	Amended Articles
	4	Article 4 The board of directors of the Company	Article 4 Independent (non-executive) directors of
		shall include at least one third of independent	the Company shall account for not less than one-
		directors, and at least one of the independent	third of the members of the board of directors, and
		(non-executive) directors shall be a professional	at least one of the independent (non-executive)
		accountant.	directors shall be a professional accountant.
		Those who are nominated as candidates for	Those who are nominated as candidates for
		independent (non-executive) directors in the capacity	independent (non-executive) directors in the capacity
		of professional accountants shall have extensive	of professional accountants shall have extensive
		accounting expertise and experience and meet at least	accounting expertise and experience and meet at least
		one of the following criteria:	one of the following criteria:
		(I) being qualified to practice as certified public	(I) being qualified to practice as certified public
		accountant;	accountant;
		(II) having senior professional title, associate	(II) having senior professional title, associate
		professor title, or doctor’s degree of accounting,	professor title, or doctor’s degree of accounting,
		auditing or financial management;	auditing or financial management;
		(III) having senior professional title of economic	(III) having senior professional title of economic
		management and more than five years of full-time	management and more than five years of full-time
		working experience in accounting, auditing, financial	working experience in accounting, auditing, financial
		management and other professional positions as well	management and other professional positions as well
		as a person who is ordinarily resident in Hong Kong.	as a person who is ordinarily resident in Hong Kong.
		The board of directors of the Company shall establish	The board of directors of the Company shall establish
		special committees, such as strategic and investment	special committees, such as strategic and investment
		committee, audit committee, remuneration committee	committee, audit committee, remuneration committee
		and nomination committee. The independent	and nomination committee. The independent
		(non-executive) directors shall account for the	(non-executive) directors shall account formore than
		majority of members of the audit committee, the	half of the members of the audit committee, the
		nomination committee and the remuneration	nomination committee and the remuneration
		committee and shall serve as the convener.	committee and shall serve as the convener.
	5	Article 5 If an independent (non-executive) director	Deleted
		fails to meet independence requirements or is
		otherwise unqualified to perform his/her duties,
		resulting in the number of independent
		(non-executive) directors of the Company falling
		below the number required by laws, administrative
		regulations and the Articles of Association, the
		Company shall supplement the number of
		independent (non-executive) directors as required.

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APPENDIX VII COMPARISON CHART OF AMENDMENTS TO THE WORKING RULES FOR THE INDEPENDENT DIRECTORS OF BEIJING URBAN CONSTRUCTION DESIGN & DEVELOPMENT GROUP CO., LIMITED APPLICABLE UPON THE INITIAL PUBLIC OFFERING AND LISTING OF A SHARES

No.	Original Articles	Amended Articles	Amended Articles	Amended Articles
6	Article 6 Independent (non-executive) directors must	Article 5 Independent (non-executive) directors must
	possess independence.	possess independence.
	An independent (non-executive) director shall
	perform his/her duties independently and not be
	affected by the Company’s substantial
	shareholders, de facto controller or any of entities
	or individuals that is interested in the listed
	companies. In principle, an independent
	(non-executive) director shall serve as independent
	(non-executive) director concurrently in five listed
	companies at most, and shall ensure adequate time
	and dedication to effectively perform his/her duties
	as independent (non-executive) director.

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APPENDIX VII COMPARISON CHART OF AMENDMENTS TO THE WORKING RULES FOR THE INDEPENDENT DIRECTORS OF BEIJING URBAN CONSTRUCTION DESIGN & DEVELOPMENT GROUP CO., LIMITED APPLICABLE UPON THE INITIAL PUBLIC OFFERING AND LISTING OF A SHARES

	No.	Original Articles		Amended Articles	Amended Articles
	7	Article 7 The following persons shall not serve as	Article 6 The following persons shall not serve as
		independent (non-executive) director:	independent (non-executive) director:
		(I) any persons employed by the Company or its	(I) any persons employed by the Company or its
		subsidiaries and their immediate family members	subsidiaries, and their respective spouses, parents,
		and major social connections (immediate family	**children, and **	other persons that have major social
		members shall include spouses, parents and	relations with them;
		children; and major social connections shall
		include siblings, parents of spouses, spouses of	(II) any natural person shareholders who directly or
		children, spouses of siblings and siblings of	indirectly hold 1% or		more of issued shares of the
		spouses);	Company or who are among the top ten shareholders
			of the Company, and their respective spouses,
		(II) any natural person shareholders who directly or	**parents, and **	children;
		indirectly hold 1% or more of issued shares of the
		Company or who are among the top ten shareholders	(III) any persons employed by a corporate shareholder
		of the Company, and their respective immediate	which directly or indirectly holds 5% or more of the
		family members;	Company’s shares or is among the top five corporate
			shareholders of the Company, and their respective
		(III) any persons employed by a corporate shareholder	spouses, parents, and children;
		which directly or indirectly holds 5% or more of the
		Company’s shares or is among the top five corporate	(IV) any persons employed by a subsidiary of the
		shareholders of the Company, and their immediate	controlling shareholder or de facto controller of the
		family members;	**Company and their **		respective spouses, parents,
			and children;
		(IV) any persons employed by the de facto
		controller of the listed company and its	(V) any persons who has significant business
		subsidiaries;	transactions with the Company or its controlling
			**shareholder, **	de facto controller, or any of their
		(V) any persons providing financial, legal or	respective subsidiaries, or any persons employed by
		consulting services to the Company and its	an entity, or its controlling shareholder, or de facto
		controlling shareholders, de facto controller or	controller that has significant business transactions
		their respective subsidiaries, including but not	with the Company;
		limited to all members of the project team of
		intermediaries, reviewing officers at all levels,
		persons signing the report, partners and principal
		officers in charge;

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No.	No.	Original Articles					Amended Articles
		(VI) any persons serving as directors, supervisors,					(VI) any persons providing financial, legal,
		**senior management members or other staff in **		the			consulting or sponsor services to the Company and
		companies which have significant relations with		the			its controlling shareholders, de facto controller or
		Company and its controlling shareholders, de facto					their respective subsidiaries, including but not
		**controller or their respective subsidiaries, **	or any				limited to all members of the project team of
		**persons serving as directors, supervisors, **	senior				intermediaries, reviewing officers at all levels,
		management members or other staff	in	the			persons signing the report, partners, directors,
		controlling shareholders of the said companies;					senior management personnel, and principal
							officers in charge;
		(VII) any persons falling into any of the six categories
		above within the last 12 months;					(VII) any persons falling into any of the six categories
							above within the last 12 months;
		(VIII) other persons provided by the	laws,
		administrative regulations, departmental rules and					(VIII) any other person who does not work
		the Articles of Association;					independently as prescribed by laws,
							administrative regulations, rules of the CSRC,
		(IX) other persons defined by the China Securities					business rules of the stock exchange, and the
		Regulatory Commission (the “CSRC”), SSE and					Articles of Association.
		the Stock Exchange.
							The subsidiary of the controlling shareholder and
							de facto controller of the Company as mentioned in
							subparagraphs 4 to 6 of paragraph 1 excludes those
							enterprises which are controlled by the same state-
							owned asset management organization as the
							Company and do not constitute a connected
							relationship with the Company in accordance with
							the relevant provisions.

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No.	No.		Original Articles			Amended Articles
						“Major social relation” as mentioned in paragraph
						1 refers to siblings, spouses of siblings, parents of
						spouses, siblings of spouses, spouses of children,
						parents of children’s spouses, etc.; “significant
						business transaction” refers to matters required to
						be submitted to the shareholders’ general meeting
						for deliberation in accordance with the Listing
						Rules or the Articles of Association, or any other
						material matters as recognized by the stock
						exchange; and “employment” refers to holding
						positions of directors, supervisors, senior
						management personnel and other staff members.
						The independent (non-executive) directors shall
						conduct a self-examination of their independence
						on an annual basis and submit the self-examination
						to the Board of Directors. The Board of Directors
						shall conduct an annual assessment of the
						independence of the incumbent independent
						(non-executive) directors and issue special opinions
						thereon, which shall be disclosed together with the
						annual report.
8		CHAPTER III ELIGIBILITY OF INDEPENDENT				Deleted
		(NON-EXECUTIVE) DIRECTORS
9		**Article **	8 Independent (non-executive) directors			Deleted
		**shall have the eligibility commensurate with **		the
		performance of their duties and powers.

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APPENDIX VII COMPARISON CHART OF AMENDMENTS TO THE WORKING RULES FOR THE INDEPENDENT DIRECTORS OF BEIJING URBAN CONSTRUCTION DESIGN & DEVELOPMENT GROUP CO., LIMITED APPLICABLE UPON THE INITIAL PUBLIC OFFERING AND LISTING OF A SHARES

No.	Original Articles		Amended Articles
10	Article 9 Acting as an independent (non-executive)		Article 7 Acting as an independent (non-executive)
	director shall meet the following basic conditions:		director shall meet the following basic conditions:
	(I) having the qualifications for directorship of the		(I) having the qualifications for directorship of the
	Company, as provided in laws, administrative		Company, as provided in laws, administrative
	regulations, the Articles of Association, these Rules		regulations, the Articles of Association, these Rules
	and other relevant provisions of the stock exchange(s)		and other relevant provisions of the stock exchange(s)
	where the Company’s shares are listed;		where the Company’s shares are listed;
	(II) possessing the independence required by these		(II) possessing the independence required by these
	Rules hereof;		Rules hereof;
	(III) having basic knowledge on operation of listed		(III) having basic knowledge on operation of listed
	companies and proficiency in relevant laws,		companies and proficiency in relevant laws,
	administrative regulations, and regulations and rules;		administrative regulations, and regulations and rules;
	(IV) having at least five years of work experience in		(IV) having at least five years of work experience in
	legal, economic, management, accounting and		legal, economic, management, accounting and
	financial areas or other experience indispensable for		financial areas or other experience indispensable for
	performing the duties as an independent		performing the duties as an independent
	(non-executive) director;		(non-executive) director;
	other requirements as defined by laws and regulations		(V) having good personal morality with no records
	and the Articles of Association.		of poor credit;
			other requirements as defined by laws and regulations
			and the Articles of Association.

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	No.	Original	Articles	Amended Articles
	11	Article 10 The requirements for candidates for		Article 8 The requirements for candidates for
		independent (non-executive) directors shall meet the		independent (non-executive) directors shall meet the
		requirements of the following laws and regulations:		requirements of the following laws and regulations:
		(I) regulations on director’s qualification under the		(I) regulations on director’s qualification under the
		Company Law;		Company Law;
		(II) regulations on concurrent positions of civil		(II) regulations on concurrent positions of civil
		servant under the Civil Servant Law of the People’s		servant under the Civil Servant Law of the People’s
		Republic of China;		Republic of China;
		(III) relevant provisions	of the Rules for the	(III) relevant provisions of the Measures for the
		**Independent Directors of **	Listed Companies of the	Administration of Independent Directors of Listed
		CSRC;		Companies of the CSRC;
		(IV) regulations of the Notice on Regulating Officers		(IV) regulations of the Notice on Regulating Officers
		under Direct Supervision by Organization Department		under Direct Supervision by Organization Department
		of the CPC Central Committee Assuming Positions as		of the CPC Central Committee Assuming Positions as
		Independent Directors, Independent Supervisors of		Independent Directors, Independent Supervisors of
		Listed Companies and Fund Management Companies		Listed Companies and Fund Management Companies
		after Resignation or Retirement from Government		after Resignation or Retirement from Government
		Positions issued by the	Central Commission for	Positions issued by the Central Commission for
		Discipline Inspection of the CPC and the Organization		Discipline Inspection of the CPC and the Organization
		Department of the CPC Central Committee;		Department of the CPC Central Committee;
		(V) regulations under the Opinions on Further		(V) regulations under the Opinions on Further
		Regulation on Party and Political Leaders and Cadres		Regulation on Party and Political Leaders and Cadres
		Working Part-time (Holding Office) in Enterprises		Working Part-time (Holding Office) in Enterprises
		issued by the Organization Department of the CPC		issued by the Organization Department of the CPC
		Central Committee (if applicable);		Central Committee (if applicable);
		(VI) regulations under the Opinions on Enhancing the		(VI) regulations under the Opinions on Enhancing the
		Anti-corruption and Encouraging Honesty Work of		Anti-corruption and Encouraging Honesty Work of
		Colleges and Universities issued by the Central		Colleges and Universities issued by the Central
		Commission for Discipline	Inspection of the CPC, the	Commission for Discipline Inspection of the CPC, the
		Ministry of Education and the Ministry of Supervision		Ministry of Education and the Ministry of Supervision
		(if applicable);		(if applicable);
		(VII) other circumstances stipulated by laws and		(VII) other circumstances stipulated by laws and
		regulations and the stock exchange(s) where the		regulations, the stock exchange(s) where the
		Company’s shares are listed.		Company’s shares are listed and the Articles of
				Association.

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APPENDIX VII COMPARISON CHART OF AMENDMENTS TO THE WORKING RULES FOR THE INDEPENDENT DIRECTORS OF BEIJING URBAN CONSTRUCTION DESIGN & DEVELOPMENT GROUP CO., LIMITED APPLICABLE UPON THE INITIAL PUBLIC OFFERING AND LISTING OF A SHARES

No.	Original Articles	Amended Articles
12	Article 11 A candidate for independent	Article 9A candidate for independent (non-executive)
	(non-executive) director shall have none of	director shall have none of misconduct		records,
	misconduct records, including:	including:
	(I) any administrative punishment by the CSRC	(I) any administrative punishment imposed by the
	within the last 36 months;	CSRC or criminal punishment by		judicial
		**authority due to violations or crimes on **	securities
	(II) a period which is publicly identified by the	and futures dealing within the last 36 months;
	stock exchanges as ineligible for directorship in a
	listed company not having lapsed;	(II) **being placed on file for investigation **		by the
		**CSRC or judicial authority due to **	suspected
	(III) any public censure or two or more times of	**violations or crimes on securities and **		futures
	public criticism by the stock exchanges within the	**dealing, with no definite conclusion **	has been
	last 36 months;	reached;
	(IV) absence from the board meetings for two	(III) any public censure or three or more times of
	consecutive times for the period, or the attendance	public criticism by the stock exchanges within the
	other than in person accounting for one third or	last 36 months;
	more of the number of the board meetings for the
	year when serving as independent (non-executive)	(IV) any material dishonest acts	or	other
	director;	misconduct records;
	(V) having expressed any independent opinion	(V) **in less than 12 months, having been **	proposed
	apparently inconsistent with facts when serving as	by the Board to be removed at a general meeting
	independent (non-executive) director;	**since he/she fails to attend the board **	meetings
		either in person or by appointing	another
	(VI) other circumstances as defined by the stock	**independent (non-executive) director on **		his/her
	exchange(s) where the Company’s shares are listed.	**behalf for two consecutive times during **		his/her
		previous tenure as an independent (non-executive)
		director;
		(VI) other circumstances as defined by	the stock
		exchange(s) where the Company’s shares are		listed.
13	Article 12 Independent (non-executive) directors	Deleted
	and proposed independent (non-executive)
	directors shall attend the trainings organized by
	the CSRC and its authorized institutions and
	obtain the qualification certificates for independent
	(non-executive) directors in accordance with the
	requirements of the CSRC.
14	CHAPTER IV NOMINATION, ELECTION AND	Deleted
	REPLACEMENT PROCEDURES FOR
	INDEPENDENT (NON-EXECUTIVE)
	DIRECTORS

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No.		Original Articles	Original Articles			Amended Articles
15	None					Article 10 In principle, an independent
						(non-executive) director shall serve as independent
						director concurrently in three domestic listed
						companies at most, and shall ensure adequate time
						and dedication to effectively perform his/her duties
						as independent (non-executive) director.
16	Article 13	A candidate	for independent			Article 11 A candidate for independent
	(non-executive) director may be		nominated	by	the	(non-executive) director may be nominated by the
	Board of Directors, Board of Supervisors,				or	Board of Directors, Board of Supervisors, or
	shareholder(s)	individually or collectively holding			1%	shareholder(s) individually or collectively holding 1%
	or more of the shares of the Company, and			shall be		or more of theissuedshares of the Company, and shall
	elected at the shareholders’ general meeting.					be elected at the shareholders’ general meeting.
						An investor protection institution formed in
						accordance with the law may publicly request
						shareholders to entrust it with exercise of the right
						to nominate the independent (non-executive)
						directors.
						The nominator specified in paragraph 1 of this
						Article shall not nominate a person who has
						interest in the nominator or any other close
						relationship that may affect the independent
						performance of duties as a candidate for the
						independent (non-executive) director.
17	Article 14	The nominator	of candidate		for	Article 12 The nominator of candidate for
	independent (non-executive) director shall obtain				the	independent (non-executive) director shall obtain the
	consent of the	nominee prior to the nomination. The				consent of the nominee prior to the nomination. The
	nominator shall have adequate		knowledge	of	the	nominator shall have adequate knowledge of the
	profession, education, professional title and			detailed		profession, education, professional title and detailed
	work experience as well as all part-time jobs of				the	work experience, all part-time jobs of the nominee,
	nominee, and shall give an		opinion	on	the	and whether he/she has any material discredit and
	qualifications	and independence	of the nominee		for	other misconduct records, etc., and shall give an
	**the office of **	independent director. The nominee				opinion on the nominee’s satisfaction of the
	shall make a public statement that no relationship					independence and other requirements for the office
	between himself/herself and the Company would					of independent (non-executive) director. The
	affect his/her	independent and objective judgment.				nominee shall make a public statement as to his/her
						satisfaction of independence and other
						requirements for the office of independent
						(non-executive) director.

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No.				Original Articles			Amended Articles
18	Article 15Before convening the shareholders’ general						Article 13 In the event that the Company
	meeting for		election of independent			(non-executive)	establishes a nomination committee in the Board of
	directors,	**the **		**board of directors **	**of **	the Company	Directors, the nomination committee shall review
	**shall publish **			**relevant information **		in accordance	the qualifications of the nominees for appointment
	with Article			14 hereof, and	submit relevant		and form a definite review opinion.
	materials		of all nominees		of	independent
	**(non-executive) directors to the **				SSE. Dissenting		Before convening the shareholders’ general meeting
	**opinions **	**of **	**the Board of Directors **			with regard to	for election of independent (non-executive) directors,
	**the nominees, if any, shall also **				be submitted in		the Company shall disclose relevant information in
	writing.						accordance with the provisions of Article 12 hereof
							and the preceding paragraph, and submit relevant
							materials of all candidates of independent
							(non-executive) directors to the stock exchange.
							Such materials submitted shall be true, accurate
							and complete.
							The stock exchange shall, in accordance with the
							requirements, review such materials of the
							independent (non-executive) director candidates
							and make prudent judgment on whether the
							independent (non-executive) director candidates
							are qualified to hold office, and shall be entitled to
							raise dissenting views. In case of dissent by the
							stock exchange, the Company shall not submit for
							election at the shareholders’ general meeting.
19	None						Article 14 In case that two or more independent
							(non-executive) directors are elected at a
							shareholders’ general meeting of the Company, the
							cumulative voting system shall be adopted.
							A separated vote-taking shall be conducted for the
							minority shareholders and the poll results shall be
							disclosed.
20	Article	17		In case that an		independent	Deleted
	(non-executive) director fails to attend the board
	**meetings **	**in **	**person for three times **			in succession,
	**the Board of **			**Directors shall file an **		application to
	the shareholders’ general meeting				for replacement,
	**and as a **	director of the Company, an independent
	**(non-executive) director who fails **					to attend the
	board meetings either in person or by proxy for two
	times in succession shall be deemed as incapable of
	performing			the duties, and	is subject to
	**replacement **			**as recommended by **		the Board of
	**Directors **	**to **	the shareholders’ general meeting.

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	No.	Original Articles		Amended Articles
	21	Article 18 Prior to expiry of the term of office of an Article 16 Prior to expiry of the term of office of an
		independent (non-executive) director, the Company independent (non-executive) director, the Company
		may dismiss him/her through statutory procedures. may dismiss him/her through statutory procedures.
		When an independent (non-executive) director is When an independent (non-executive) director is
		dismissed prior to expiry of his/her term, the Company dismissed prior to expiry of his/her term, the Company
		shall disclose the dismissal as a special disclosable shall promptly disclose the specific reasons and
		issue.	grounds therefor. If an independent
			(non-executive) director has any objection to the
			dismissal, the Company shall disclose it in a timely
			manner.
			Any independent (non-executive) director who fails
			**to **	comply with the provisions of subparagraph (1)
			**or **	(2) of Article 7 of the system shall immediately
			cease the performance of his/her duties and resign
			from his/her position. If he/she fails to resign, the
			board of directors shall immediately dismiss
			him/her in accordance with the relevant provisions
			**as **	soon as it knows or should have known the
			occurrence of such facts.
			If	the proportion of the independent
			(non-executive) directors in the board of directors
			**or **	its special committees falls below the minimum
			requirement of the system or the Articles of
			Association, or there are no accounting
			professional among the independent
			(non-executive) directors as a result of the
			resignation or dismissal of an independent
			(non-executive) director due to the circumstances
			**as **	stipulated in the preceding paragraph, the
			Company shall complete the election for
			replacement within 60 days from the date of the
			occurrence of aforementioned facts.

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No.	Original Articles				Amended Articles
22	Article 19 An independent (non-executive) director		Article 17 An independent (non-executive) director
	may resign prior to expiry of his/her term	of office. An	may resign prior		to expiry of his/her term of office. An
	independent (non-executive) director proposing for		independent (non-executive) director proposing for
	resignation shall submit to the Board of Directors a		resignation shall submit to the Board of Directors a
	written resignation report, stating any	situation in	written resignation report, stating any situation in
	relation to his/her resignation or which he/she believes		relation to his/her resignation or which he/she believes
	to be necessary to draw the attention of	shareholders	to be necessary		to draw the attention of shareholders
	and creditors of the Company.		and creditors	of	the Company. The Company shall
			disclose the		reasons and concerns for the
			independent (non-executive) director’s resignation.
			If the proportion of the independent
			**(non-executive) **		directors in the board of directors
			**or its special **	committees falls below the minimum
			**requirement **	of the system or the Articles of
			Association,	or there are no accounting
			professional		among the independent
			(non-executive)		directors as a result of the
			resignation	of	an independent (non-executive)
			**director, the **	independent (non-executive) director
			**who tenders **	resignation shall continue to perform
			his/her duties		until the date when a new
			independent (non-executive) director is appointed.
			**The Company **		shall complete the election for
			**replacement **	within 60 days from the date of
			**resignation of **		the independent (non-executive)
			director.
23	Article 20 If the proportion of	independent	Deleted
	**(non-executive) directors of the board **	of directors
	of the Company falls below the	prescribed
	minimum requirement as a result of the resignation
	of an independent (non-executive) director, the
	resignation report of such	independent
	(non-executive) director shall take effect after the
	next independent (non-executive) director fills
	**his/her vacancy. Until such time, the **	independent
	(non-executive) director shall continue to perform
	his/her duties. The original nominator of such
	independent (non-executive) director or the board
	of directors of the Company shall, within 90 days
	from the date of the resignation submitted by the
	**independent (non-executive) director, **	nominate a
	new candidate for independent (non-executive)
	director.

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	No.			Original	Original	Articles			Amended Articles
	24	CHAPTER	V		DUTIES	AND	POWERS	OF	CHAPTER III DUTIES AND DUTY-
		INDEPENDENT				(NON-EXECUTIVE)			PERFORMANCE METHODS OF INDEPENDENT
		DIRECTORS							(NON-EXECUTIVE) DIRECTORS
	25	**Article 21 **	Independent			(non-executive) directors			Article 18 The independent (non-executive) directors
		**shall attend **	**the **		**board meetings **		**on time, **	keep	shall perform the following duties:
		**informed of **	the production and business operation
		**of listed company, and **				take the initiative to			(I) to participate in the decision-making of the
		investigate	and		obtain	the information		and	Board of Directors and offer specific opinions on
		materials required for decision-making.							the matters deliberated;
		An independent			(non-executive)		**director **	shall	(II) to supervise the matters on potential material
		submit an annual			work report to the shareholders’				conflicts of interest between the Company and its
		general meeting to				explain	his/her	duty	controlling shareholders, actual controllers,
		performance.							directors, and senior management members
									specified in Articles 25, 28, 29 and 30 of these
									Rules, urge the decision-making of the Board of
									Directors in the overall interests of the Company,
									and protect the legitimate rights and interests of
									minority shareholders;
									(III) to provide professional and objective advice
									on the operation and development of the Company
									and promote the improvement of the decision-
									making level of the Board of Directors;
									(IV) to perform other duties prescribed by laws,
									administrative regulations, provisions of the
									CSRC, and the Articles of Association.

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	No.	Original Articles		Amended Articles
	26	Article 22 In addition to the duties and powers	Article 19 Independent (non-executive) directors
		conferred by the Company Law and other relevant	**may **	exercise the following special duties and
		laws, administrative regulations and the Articles of	powers:
		Association on directors, the Company shall confer
		the independent (non-executive) directors the	(I) to independently engage intermediaries to
		following special duties and powers:	provide audit, consulting or verification services
			for specific matters of the Company;
		(I) a major connected transaction (i.e. a connected
		transaction between the listed company and its	(II) to propose to the Board of Directors for the
		connected parties in a total amount of	convening of extraordinary general meetings;
		RMB3,000,000 or above or representing 5% or
		above of the latest audited net assets of the	(III) to propose the convening of board meetings;
		Company) is subject to prior endorsement by
		independent directors. Independent	(IV)	to publicly solicit shareholders’ rights from
		(non-executive) directors may engage a	shareholders in accordance with laws;
		professional intermediary to issue an independent
		financial advisor report serving as a basis of	(V) to give independent opinions on matters that
		decision before they come to a conclusion;	**may **	damage the rights and interests of the
			Company or minority shareholders;
		(II) to propose to the Board of Directors for
		engagement and disengagement of accounting
		firms;
		(III) to propose to the Board of Directors for the
		convening of extraordinary general meetings;
		(IV) to propose the convening of board meetings;
		(V) to openly solicit voting rights from
		shareholders before convening the shareholders’
		general meeting;

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	No.	Original Articles		Amended Articles
		(VI) to independently engage external auditors and (VI) the independent (non-executive) directors are
		consulting firms to provide audit and consulting required to review, at least annually, the data provided
		services for specific matters of the Company; by	the controlling shareholder of the Company
		regarding compliance with and enforcement of the
		(VII) the independent (non-executive) directors are non-competition agreement and to discharge their
		required to review, at least annually, the data provided review responsibilities in relation to continuing
		by the controlling shareholder of the Company connected transactions as stipulated in the Listing
		regarding compliance with and enforcement of the Rules of the Stock Exchange;
		non-competition agreement and to discharge their
		review responsibilities in relation to continuing To	exercise the duties and powers of independent
		connected transactions as stipulated in the Listing (non-executive) directors in subparagraphs(I) to (III)
		Rules of the Stock Exchange; above, consent of more than half of all independent
		(non-executive) directors shall be obtained.
		To exercise the duties and powers of independent
		(non-executive) directors in subparagraphs (1) to (5) The Company shall make a disclosure in a timely
		above, consent of more than half of all independent manner if an independent (non-executive) director
		(non-executive) directors shall be obtained. To exercises the duties and powers specified in the first
		exercise the duties and powers in subparagraph (6) paragraph. If the above-mentioned duties and
		above, consent of all independent (non-executive) powers cannot be properly exercised, the Company
		directors shall be obtained. shall disclose the specific situation and reasons
		therefor.
		Matters covered by subparagraph (1) and (2) are
		subject to consent of more than half of all
		independent (non-executive) directors before
		submitted to the Board of Directors for
		consideration.
		If the proposals listed in the first paragraph are not
		adopted or the above-mentioned duties and powers
		cannot be properly exercised, the listed company
		shall disclose the relevant situation.

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	No.	Original Articles	Amended Articles	Amended Articles	Amended Articles
	27	Article 23 In addition to the above duties, the	Deleted
		independent (non-executive) directors shall
		perform the duties as set out in the Listing Rules of
		the Stock Exchange and shall provide the Board of
		Directors or the shareholders’ general meeting with
		independent opinions on the following matters:
		(I) nomination, appointment and dismissal of
		directors;
		(II) appointment or removal of senior management
		members;
		(III) remuneration of directors and senior
		management members of the Company;
		(IV) the existing or new loans or other current
		accounts repayable to the Company by its
		shareholders, de facto controller and their
		connected companies totalling more than
		RMB3,000,000 or 5% of the Company’s latest
		audited net assets, and whether the Company has
		taken effective measures to collect the outstanding
		receivables;
		(V) matters which, in the opinion of independent
		(non-executive) directors, may harm the small and
		medium shareholders’ interests;
		(VI) share incentive plan;
		(VII) the changes in the use of raised proceeds;
		(VIII) over-raised proceeds used to permanently
		supplement working capital and repay bank
		borrowings;
		(IX) workout of plan for conversion of capital
		reserve into share capital;

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No.	Original Articles Amended Articles	Original Articles Amended Articles	Original Articles Amended Articles
	(X) formulation of profit distribution policy, profit
	distribution plan and cash dividend plan;
	(XI) changes in accounting policies and accounting
	estimates or correction of material accounting
	errors due to reasons other than the changes in
	accounting standards;
	(XII) non-standard unqualified audit opinions
	issued by certified public accountants on financial
	reports and internal control of the Company;
	(XIII) engagement and disengagement of
	accounting firms;
	(XIV) management buyout;
	(XV) major asset restructuring;
	(XVI) share repurchase by means of centralized
	bidding;
	(XVII) internal control evaluation report;
	(XVIII) plan for change of undertakings made by
	the Company to connected parties;
	(XIX) impact of preferred share issuance on rights
	and interests of each class of shareholders of the
	Company;
	(XX) a decision of the Company to cease the
	trading of its shares on the stock exchange(s) where
	the Company’s shares are listed;
	(XXI) disclosable significant matters including
	connected transactions, provision of guarantees
	(excluding the guarantees to subsidiaries within the
	scope of consolidation), entrusted asset
	management, provision of financial assistance,
	utilisation of raised proceeds, and investment in
	stocks and their derivatives;

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No.	Original Articles	Amended Articles	Amended Articles	Amended Articles
	(XXII) major asset restructuring plan,
	management buyout, share incentive plan,
	employee stock ownership plan, share repurchase
	plan, and the proposed repayment in kind by
	connected parties of the listed company;
	(XXIII) other matters required by relevant laws,
	administrative regulations, departmental rules and
	regulations, regulatory documents, business rules
	of the stock exchange(s) where the Company’s
	shares are listed and the Articles of Association.
	Article 24 Independent (non-executive) directors	Article 20 An independent opinion issued by the
	shall express one of the following types of opinions	independent (non-executive) directors on a material
	on the aforesaid matters: consent; qualified opinion	matter shall at least include the		followings:
	and the reason therefor; objection and the reason
	therefor; inability to express an opinion and the	(I) The basic information on the material matter;
	obstacles thereto, and the opinions expressed shall
	be clear and unambiguous:	(II) The basis of the opinion, including procedures
		performed, documents	checked, content of on-site
	An independent opinion issued by the independent	inspection, etc.;
	(non-executive) directors on a material matter shall at
	least include the followings:	(III) The compliance of	the material matter with laws
		and regulations;
	(I) The basic information on the material matter;
		(IV) The impact on the rights		and interests of the
	(II) The basis of the opinion, including procedures	Company and minority	shareholders, possible risks
	performed, documents checked, content of on-site	and the effectiveness of the measures taken by the
	inspection, etc.;	Company;
	(III) The compliance of the material matter with laws	(V) Conclusion. In case of qualified opinion, objection
	and regulations;	or inability to express an opinion on a material matter,
		the relevant independent (non-executive) director
	(IV) The impact on the rights and interests of the	shall clearly state the reasons and obstacles to inability
	Company and minority shareholders, possible risks	to express an opinion.
	and the effectiveness of the measures taken by the
	Company;	The independent (non-executive) director shall sign
		and confirm the independent opinions issued, report
	(V) Conclusion. In case of qualified opinion, objection	the above opinions to	the Board of Directors in a
	or inability to express an opinion on a material matter,	timely manner, and disclose them at the same time
	the relevant independent (non-executive) director	with the relevant announcement		of the Company.
	shall clearly state the reasons and obstacles to inability
	to express an opinion.

The independent (non-executive) director shall sign and confirm the independent opinions issued, report the above opinions to the Board of Directors in a timely manner, and disclose them at the same time with the relevant announcement of the Company.

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	No.		Original Articles	Original Articles	Amended Articles
	28	None			Article 21 Before a meeting of the board of
					directors is convened, an independent
					(non-executive) director may communicate with the
					secretary of the board of directors and inquire
					about, request the supplements of materials, or
					offer opinions and recommendations concerning
					the matters to be deliberated. The board of
					directors and relevant personnel shall
					conscientiously study the issues, requests, and
					opinions put forward by the independent
					(non-executive) director and promptly provide
					feedback on the implementation of amendments to
					the proposals and other matters to the independent
					(non-executive) director.
	29	None			Article 22 An independent (non-executive) director
					shall attend a meeting of the board of directors in
					person. If an independent (non-executive) director
					is unable to attend a meeting in person for any
					reason, he or she shall review the meeting materials
					in advance, form specific opinions, and entrust in
					writing another independent (non-executive)
					director to attend the meeting on his or her behalf.
					If any independent (non-executive) director fails to
					attend in person or entrust other independent
					(non-executive) directors as his/her representatives
					to attend meetings of the board of directors for two
					consecutive times, the board of directors shall
					propose to convene the general meeting within
					thirty days after the occurrence thereof to
					terminate the employment of such independent
					(non-executive) director.
	30	None			Article 23 When an independent (non-executive)
					director votes against or abstains from voting on a
					proposal of the board of directors, he or she shall
					explain the specific reasons and basis therefor, the
					legality and compliance of the matters involved in
					the proposal, potential risks, and the impact on the
					rights and interests of the Company and minority
					shareholders, among others. When the Company
					discloses the resolution of the board of directors, it
					shall disclose the dissenting opinions of
					independent (non-executive) directors at the same
					time and indicate such opinions in the resolution of
					the board of directors and the minutes of the
					meeting.

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	No.		Original Articles	Original Articles	Amended Articles
	31	None			Article 24 An independent (non-executive) director
					shall pay continuous attention to the
					implementation of resolutions of the board of
					directors on the matters specified in Articles 25, 28,
					29, and 30 of these Measures, and if the
					independent (non-executive) director finds any
					violation of law, administrative regulation, rules of
					the CSRC, business rules of the stock exchange, or
					the Articles of Association, or violation of the
					resolution adopted at the shareholders’ general
					meeting or the meeting of the board of directors,
					the independent (non-executive) director shall
					report the violation to the board of directors in a
					timely manner and may require the Company to
					make a written explanation thereon. The Company
					shall promptly disclose any involved matter that
					shall be disclosed.
					If the Company fails to make an explanation or a
					timely disclosure in accordance with the provisions
					of the preceding paragraph, the independent
					(non-executive) director may report it to the CSRC
					and the stock exchange.
	32	None			Article 25 The following matters shall be submitted
					to the board of directors for deliberation with the
					consent of the a majority of all independent
					(non-executive) directors of the Company:
					(1) Affiliated transactions that shall be disclosed;
					(2) The plans of the Company and the relevant
					parties for the modification or waiver of their
					undertakings;
					(3) The decisions made and measures taken by the
					board of directors of the Company regarding the
					acquisition;
					(4) Other matters prescribed by laws,
					administrative regulations, rules of the CRSC, and
					the Articles of Association.

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	No.		Original Articles		Amended Articles
	33	None			Article 26 The Company shall, on a periodical or
					unscheduled basis, convene meetings attended
					solely by independent (non-executive) directors
					(hereinafter referred to as “special meetings of
					independent (non-executive) directors”). The
					matters specified in subparagraphs (1) through (3)
					of paragraph 1 of Article 19 and Article 25 of these
					Rules shall be deliberated at the special meetings of
					independent (non-executive) directors.
					The special meetings of independent
					(non-executive) directors may study and discuss
					other matters of the Company if necessary.
					The special meetings of independent
					(non-executive) directors shall be convened and
					presided over by an independent (non-executive)
					director jointly elected by a majority of the
					independent (non-executive) directors. If the
					convener fails to or is unable to perform his or her
					duties, two or more independent (non-executive)
					directors may, on their initiative, convene a
					meeting and elect a representative to preside over
					the meeting.
					The Company shall facilitate and support the
					convening of special meetings of independent
					(non-executive) directors.

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No.		Original Articles		Amended Articles
34	None			Article 27 Independent (non-executive) directors in
				the special committees of the board of directors of
				the Company shall perform their duties in
				accordance with laws, administrative regulations,
				rules of CSRC, business rules of stock exchanges
				and the Articles of Association. Independent
				(non-executive) directors shall attend the meetings
				of special committees in person. An independent
				(non-executive) director who is unable to attend
				such meetings in person for some reason shall
				review the meeting materials in advance, form
				specific opinions, and entrust another independent
				(non-executive) director in writing to attend the
				meeting on his/her behalf. If an independent
				(non-executive) director concerns any material
				matter of the Company which falls within the scope
				of duties of a special committee in the course of
				performing his/her duties, he/she may promptly
				submit them to special committees for discussion
				and deliberation under relevant procedures.

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	No.		Original Articles	Original Articles	Amended Articles
	35	None			Article 28 The audit committee of the board of
					directors of the Company shall be responsible for
					reviewing the financial information of the
					Company and the disclosure thereof and
					supervising and assessing the internal and external
					audits and internal control. The following matters
					shall be submitted to the board of directors for
					deliberation with the approval of a majority of all
					members of the audit committee:
					(1) Disclosure of financial accounting reports,
					financial information in periodic reports, and
					internal control evaluation reports;
					(2) Appointment or dismissal of the accounting
					firm providing audit services for the Company;
					(3) Appointment or dismissal of the person in
					charge of financial affairs of the Company;
					(4) Changes in accounting policies or accounting
					estimates, or corrections of material accounting
					errors due to reasons other than changes in
					accounting standards;
					(5) Other matters as stipulated by laws,
					administrative regulations, rules of CSRC and the
					Articles of Association.
					The audit committee shall convene at least one
					meeting every quarter. An extraordinary meeting
					may be convened when it is proposed by two or
					more members, or when the convener deemed it
					necessary. The meeting of the audit committee may
					not be convened unless two-thirds or more of its
					members are present.

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No.		Original Articles			Amended Articles
36	None				Article 29 The nomination committee of the board
					of directors of the Company shall be responsible
					for developing the criteria and procedures for
					selecting directors and senior management,
					selecting and reviewing the candidates for directors
					and senior management and their qualifications,
					and making recommendations to the board of
					directors on the following matters:
					(1) Nomination, appointment or removal of
					directors;
					(2) Appointment or dismissal of senior
					management;
					(3) Other matters as stipulated by laws,
					administrative regulations, rules of CSRC and the
					Articles of Association.
					If the board of directors fails to adopt or fully
					adopts the recommendations of the nomination
					committee, it shall record the opinions of the
					nomination committee and the specific reasons for
					its non-adoption in the resolution of the board of
					directors and disclose them.

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	No.		Original Articles	Amended Articles
	37	None		Article 30 The remuneration committee of the
				board of directors of the Company shall be
				responsible for developing the assessment criteria
				for and conducting assessments on directors and
				senior management, formulating and reviewing the
				remuneration policies and plans for directors and
				senior management, and making recommendations
				to the board of directors on the following matters:
				(1) Remuneration of directors and senior
				management;
				(2) Development or modification of the equity
				incentive plan and employee stock ownership plan,
				and satisfaction of the conditions for granting
				equity to and exercising equity by incentive
				recipients;
				(3) Arrangement made by directors and senior
				management for the stock ownership plan for the
				subsidiaries planning a divestiture;
				(4) Other matters as stipulated by laws,
				administrative regulations, rules of CSRC and the
				Articles of Association.
				If the board of directors fails to adopt or fully
				adopts the recommendations of the remuneration
				committee, it shall record the opinions of the
				remuneration committee and the specific reasons
				for its non-adoption in the resolution of the board
				of directors, and disclose them.

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No.		Original Articles	Original Articles	Amended Articles
38	None			Article 31 An independent (non-executive) director
				shall work on-site at the Company for not less than
				15 days each year.
				In addition to attending shareholders’ general
				meetings, meetings of the Board of Directors and its
				special committees, and special meetings of
				independent (non-executive) directors according to
				the relevant provisions, independent
				(non-executive) directors may perform their duties
				by various means such as obtaining information on
				the operation of the Company on a periodical basis,
				hearing the reports of the management,
				communicating with the person in charge of the
				internal audit body, the accounting firm providing
				audit services for the Company, and other
				intermediaries, conducting field visits, and
				communicating with minority shareholders.
39	None			Article 32 The minutes of the meeting of the Board
				of Directors and its special committees or the
				special meeting of independent (non-executive)
				directors shall be made according to the relevant
				provisions, in which the opinions of independent
				(non-executive) directors shall be indicated.
				Independent (non-executive) directors shall sign
				the meeting minutes for confirmation.
				Independent (non-executive) directors shall
				prepare work records and record detailed
				information on the performance of their duties.
				The information obtained in the process of an
				independent (non-executive) director’s
				performance of his or her duties, relevant meeting
				minutes and records of communication with the
				personnel of the Company and intermediaries,
				among others, shall constitute parts of the work
				records. An independent (non-executive) director
				may require the secretary of the Board of Directors
				and other relevant personnel to confirm the
				important information in work records by
				signature, and the Company and relevant
				personnel shall cooperate.
				The work records of an independent
				(non-executive) director and the information
				provided by the Company to the independent
				(non-executive) director shall be preserved for at
				least ten years.

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No.	Original Articles	Original Articles	Original Articles	Original Articles		Amended Articles
40	None					Article 33 The Company shall improve the
						mechanism for communication between
						independent (non-executive) directors and
						minority shareholders. Independent
						(non-executive) directors may verify the issues
						raised by investors with the Company in a timely
						manner.
41	Article 25 The		independent	(non-executive)		Article 34 An independent (non-executive) director
	**directors shall submit a performance report to **				the	shall submit annual work reports to the annual
	**annual general meeting of the listed company **				and	shareholders’ general meeting of the Company, in
	make a disclosure thereof. The report shall include					which he or she shall make an explanation of the
	the followings:					performance of his or her duties. An annual work
						report shall cover:
	(I) the means and number of attendance and votes
	**at the meetings of **	**the Board of Directors, and **			the	(I) the times and methods of attending the meetings
	number of attendances at the shareholders’ general					of the Board of Directors, voting results, and the
	meetings during the year;					times of attending the shareholders’ meetings;
	(II) the information on independent opinions					(II) participation in the work of the special
	expressed;					committees under the Board of Directors and
						special meetings of independent (non-executive)
	(III) the information on on-site inspection;					directors;
	(IV) the information on proposals for convening					(III) deliberation on the matters specified in
	board meetings,	appointment		or dismissal	of	Articles 25, 28, 29 and 30 of these Rules and
	accounting firms,		independent	engagement	of	exercising the special functions and powers of
	**external auditors and consulting **			firms;		independent (non-executive) directors specified in
						paragraph 1 of Article 19 of these Rules;
	**(V) other works in **	**protecting the **		legitimate rights
	and interests of minority shareholders.					(IV) major matters, methods, and results of
						communication with the internal audit body and
						the accounting firm providing audit service for the
						Company regarding the financial and business
						status of the Company;
						(V) communication with minority shareholders;
						(VI) information such as the time and content of
						on-site work at the Company; and
						(VII) other information on the performance of his
						or her duties.
						The annual work report of an independent
						(non-executive) director shall be disclosed no later
						than the time when the Company issues a notice on
						the annual shareholders’ general meeting.

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No.	Original Articles			Amended Articles
42	CHAPTER VI GUARANTEES	FOR DUTY		CHAPTER IV GUARANTEES FOR DUTY
	PERFORMANCE OF	INDEPENDENT		PERFORMANCE OF INDEPENDENT
	(NON-EXECUTIVE) DIRECTORS			(NON-EXECUTIVE) DIRECTORS
43	**Article 26 For the purpose of **	**effective **	duty	Article 35 The company shall provide its
	performance of independent	(non-executive)		independent (non-executive) directors with
	directors, the Company shall furnish independent			necessary working conditions and personnel
	(non-executive) directors with	the working		support for their performance of duties, and
	conditions necessary for their duty performance.			designate special departments and personnel, such
	**The secretary of the Board of **	**Directors **	shall	as the office of the board of directors and the
	actively assist independent	(non-executive)		secretary of the board of directors, to assist
	**directors in duty performance by **	**providing **	brief	independent (non-executive) directors in
	information, materials, etc., regularly circulating			performing their duties.
	**business updates of the Company, **	and organizing
	independent (non-executive) directors to take site			The secretary of the board of directors shall ensure
	visits, where necessary. If the independent			smooth communication between independent
	opinions, proposals and written explanations issued			(non-executive) directors and other directors,
	by independent (non-executive)	directors are		officers, and other relevant personnel, and ensure
	**required to be announced, the **	**Company **	shall	that independent (non-executive) directors have
	**timely assist in the announcement **	process.		access to sufficient resources and necessary
				professional opinions in the performance of their
				duties.

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	No.	Original Articles	Amended Articles	Amended Articles
	44	Article 27 If an independent (non-executive)	Article 36 The company	shall ensure that
		director identifies that one of the following	**independent (non-executive) **	directors enjoy the
		circumstances exists in the Company, he/she shall	**equal right to know as other **	directors. To ensure
		actively fulfill his/her due diligence obligations,	that independent (non-executive) directors can
		make timely report to the SSE, and, if necessary,	effectively exercise their functions and powers, the
		engage an intermediary agency to carry out a	company shall regularly report its operation to
		special investigation:	independent (non-executive)	directors, provide
			relevant materials to independent (non-executive)
		(I) Any material matter has not been fulfilled	directors, and organize or cooperate with them in
		consideration procedures as required;	on-site investigations and other work.
		(II) Any disclosure obligation has not been fulfilled	**Before the deliberation of **	any significant or
		in time;	complicated matter by the board of directors, a
			listed company may organize its independent
		(III) Any false record, misleading statement or	**(non-executive) directors to **	participate in the
		material omission in its information disclosure;	**research and argumentation **	of the matter, fully
			listen to the opinions	of independent
		(IV) Other potential violations of laws, regulations	**(non-executive) directors, and **	promptly report the
		or the legitimate rights and interests of minority	adoption of their opinions to independent
		shareholders.	(non-executive) directors.
		In case of any of the following circumstances, the
		independent (non-executive) director shall make
		timely report to the SSE:
		(I) An independent non-executive director has been
		removed from office on grounds deemed to be
		unjustified;
		(II) An independent (non-executive) director
		resigns due to the fact that the Company prevents
		him/her from exercising his/her duties and powers
		according to law;

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No.	Original Articles	Amended Articles
	(III) Where the materials for the board meeting are
	incomplete or inadequately argued, the written
	request from two or more independent
	(non-executive) directors to postpone the board
	meeting or the consideration of relevant matters is
	not accepted;
	(IV) The Board of Directors fails to take effective
	measures despite its receipt of a report on
	suspected breach of laws or regulations by the
	Company or any of its directors, supervisors or
	senior executives;
	(V) Other circumstances that seriously impede the
	performance of duties by the independent
	(non-executive) directors.
45	Article 28 The Company shall ensure that	Article 37 The Company shall give notice of a
	independent (non-executive) directors enjoy the	meeting of the Board of Directors to the
	same right to know as other directors. For the	independent (non-executive) directors in a timely
	matters subject to decisions by the Board of	manner, provide relevant meeting materials no
	Directors, the Company shall in advance and	later than the notice period for board meetings as
	before the statutory deadline notify independent	specified in laws and administrative regulations,
	(non-executive) directors and provide them with	provisions of the CSRC or the Articles of
	adequate information; and if the said information	Association, and create effective communication
	is deemed as inadequate, independent	channels for the independent (non-executive)
	(non-executive) directors may request	directors. In terms of a meeting convened by the
	supplementary information. If two or more	special committees of the Board of Directors, the
	independent (non-executive) directors consider the	relevant materials and information shall, in
	information inadequate or the proof unclear, they	principle, be provided no later than three days
	may jointly propose in writing to the Board of	prior to the meeting of the special committees. The
	Directors for postponing the board meeting or the	aforesaid meeting materials shall be kept by the
	consideration of the matters, and the Board of	Company for at least ten years.
	Directors shall adopt such proposal. The
	information provided by the Company to	When two or more independent (non-executive)
	independent (non-executive) directors shall be kept	directors consider the meeting materials
	by the Company and such independent	inadequate or the proof unclear or not provided in
	(non-executive) directors for at least five years.	time, they may propose in writing to the Board of
		Directors for postponing the meeting or the
		consideration of the matters, and the Board of
		Directors shall adopt such proposal.
		In principle, the meetings of the Board of Directors
		and the special committees shall be convened by
		way of on-site meetings. When necessary, such
		meetings may also be convened through video,
		telephone or other methods according to the
		relevant procedures and on such a premise that all
		attending directors can fully communicate with
		each other and express their opinions.

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No.		Original Articles		Amended Articles
46	Article 29	When independent (non-executive)		Article 38 When independent (non-executive)
	directors are	performing their duties, personnel of the		directors are performing their duties, the directors,
	Company shall actively provide assistance and shall			senior management and other relevantpersonnel of
	not refuse, obstruct or conceal or interfere with their			the Company shall actively provide assistance and
	independent	duty performance.		shall not refuse, obstruct or conceal or interfere with
				their independent duty performance.
				If independent (non-executive) directors encounter
				obstruction in performing their duties in
				accordance with the law, they may explain the
				situation to the Board of Directors, request
				cooperation from the directors, senior management
				and other relevant personnel, and record the
				details and resolution of the obstruction in their
				work record; if they still fail to remove the
				obstruction, they may report the matter to the
				CSRC and the stock exchanges.
				If the performance of duties by independent
				(non-executive) directors involves information that
				shall be disclosed, the Company shall make the
				disclosure in a timely manner; if the Company fails
				to disclose such information, the independent
				(non-executive) directors may directly apply for
				disclosure or report the matter to the CSRC and
				the stock exchanges.
47	Article 31	The Company shall pay independent		Article 40 The Company shall pay independent
	(non-executive) directors with subsidies		of	(non-executive) directors with subsidies of
	appropriate sums. The standards of subsidies shall be			appropriate sums. The standards of subsidies shall be
	proposed by	the Board of Directors, considered	and	proposed by the Board of Directors, considered and
	approved by	the shareholders’ general meeting,	and	approved by the shareholders’ general meeting, and
	disclosed in	annual reports of the Company.		disclosed in annual reports of the Company.
	Apart from	the aforesaid subsidies, independent		Apart from the aforesaid subsidies, independent
	directors shall acquire no other additional and			(non-executive) directors shall acquire no other
	**undisclosed **	interests from the listed company, its		interests from the Company, its substantial
	**substantial **	shareholders or any entity or person		shareholders or any entity or person being an
	being an interested party.			interested party.
48	Article 33 The expression “or more” herein for		the	Article 42 The expression “or more” herein for the
	numbers includes the underlying number indicated,			numbers includes the underlying number indicated,
	while “more	than” excludes the underlying number.		while “more than” excludes the underlying number.

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APPENDIX VIII COMPARISON CHART OF AMENDMENTS TO THE MANAGEMENT MEASURES ON CONNECTED TRANSACTIONS OF BEIJING URBAN CONSTRUCTION DESIGN & DEVELOPMENT GROUP CO., LIMITED APPLICABLE UPON THE INITIAL PUBLIC OFFERING AND LISTING OF A SHARES

COMPARISON CHART OF AMENDMENTS TO THE MANAGEMENT MEASURES ON CONNECTED TRANSACTIONS OF BEIJING URBAN CONSTRUCTION DESIGN & DEVELOPMENT GROUP CO., LIMITED

	No.		Original Articles		Amended Articles
	1	Article 6 In	accordance with the provisions of SSE		Article 6 In accordance with the provisions of SSE
		Listing Rules, related parties of the Company include			Listing Rules, related parties of the Company include
		related legal persons and related natural persons.			related legal persons and related natural persons.
		��			��
		Legal persons (or other organizations) and natural			Legal persons (or other organizations) and natural
		persons who	satisfied or will satisfy one of the		persons who satisfied or will satisfy one of the
		circumstances as stated in sub-articles (II) and (III)		of	circumstances as stated in sub-articles (II) and (III) of
		this article during the last 12 months or within the next			this article during the last 12 months or within the next
		12 months	pursuant to relevant agreements	or	12 months pursuant to relevant agreements or
		arrangements	shall be related parties of the Company.		arrangements shall be related parties of the Company.
		The CSRC,	the SSE or the Company may,	in	The CSRC, the SSE or the Company may, in
		accordance with the principle of substance over form,			accordance with the principle of substance over form,
		identify other	legal persons (or other organizations)	or	identify other legal persons (or other organizations) or
		natural persons who have a special relationship with			natural persons who have a special relationship with
		the Company	and may or have caused the Company	to	the Company and may or have caused the Company to
		tilt its interests as related persons of the Company.			tilt its interests as related persons of the Company.
					If the Company and a legal person or any other
					organization specified in item (II) of sub-articles
					(II) are under the common control of a state-owned
					assets administration institution, it shall not form
					an affiliation relationship, unless that the legal
					representative, the general manager, the person in
					charge, or a majority of the directors concurrently
					serve as a director, supervisor, or officer of the
					Company.
					Directors, supervisors, officers, shareholders
					holding 5% or more of the Company’s shares and
					their persons acting in concert and de facto
					controllers shall promptly submit to the Board of
					Directors of the Company a list of the Company’s
					associates and a description of their associative
					relationships, the Company shall actively handle
					the registration and management work.

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COMPARISON CHART OF AMENDMENTS TO THE MANAGEMENT MEASURES ON CONNECTED TRANSACTIONS OF BEIJING URBAN CONSTRUCTION DESIGN & DEVELOPMENT GROUP CO., LIMITED APPLICABLE UPON THE INITIAL PUBLIC OFFERING AND LISTING OF A SHARES

APPENDIX VIII

No.	Original Articles	Amended Articles
2	Article 11 Where the transactions proposed between	Article 11 Where the transactions proposed between
	the Company and the related parties meet one of the	the Company and the related parties meet one of the
	following standards and in addition to consideration	following standards and in addition to consideration
	by the board of directors, they shall also be submitted	by the board of directors, they shall also be submitted
	to the shareholders’ general meeting for consideration:	to the shareholders’ general meeting for consideration:
	(I) Transactions with related parties in which the	(I) Transactions with related parties in which the
	transaction amount (including debts and expenses	transaction amount (including debts and expenses
	assumed) is more than RMB30 million and accounts	assumed) is more than RMB30 million and accounts
	for more than 5% of the absolute value of the	for more than 5% of the absolute value of the
	Company’s latest audited net assets shall be submitted	Company’s latest audited net assets shall be submitted
	to the shareholders’ general meeting for consideration	to the shareholders’ general meeting for consideration
	in addition to consideration by the board of directors;	in addition to consideration by the board of directors;
	(II) The Company provides guarantee for related	(II) The Company provides guarantee for related
	parties.	parties.
	Where the Company conducts significant related party	Where the Company conducts significant related party
	transactions described in item (I) of the preceding	transactions described in item (I) of the preceding
	sub-article, it shall provide the audit or evaluation	sub-article, it shall provide the audit or evaluation
	report on the transaction target issued by securities	report on the transaction target issued by securities
	service institutions as stipulated by the Securities	service institutions as stipulated by the Securities
	Law. The subject of transactions involved in related	Law. The subject of transactions involved in related
	party transactions related to daily operations specified	party transactions related to daily operations specified
	herein may not be audited or evaluated.	herein may not be audited or evaluated.
	Where the Company provides guarantees to	Where the Company provides guarantees to
	shareholders holding less than 5% of its shares, it shall	shareholders holding less than 5% of its shares, it shall
	be subject to sub-article (I) and relevant shareholders	be subject to sub-article (I) and relevant shareholders
	shall abstain from voting at the shareholders’ general	shall abstain from voting at the shareholders’ general
	meeting.	meeting.
		Even if the related transaction does not reach the
		criteria specified in the sub-article (I), but are
		required by the CSRC or the SSE in line with the
		principle of prudence, or if the Company submits
		such matters for consideration at the shareholders’
		general meeting in accordance with the Articles of
		Association or other provisions, as well as on a
		voluntary basis, the Company shall fulfil the
		deliberation procedures and disclosure obligations
		in accordance with the provisions of sub-article (I),
		and shall also apply the requirements relating to
		auditing or assessment.

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COMPARISON CHART OF AMENDMENTS TO THE MANAGEMENT MEASURES ON CONNECTED TRANSACTIONS OF BEIJING URBAN CONSTRUCTION DESIGN & DEVELOPMENT GROUP CO., LIMITED APPLICABLE UPON THE INITIAL PUBLIC OFFERING AND LISTING OF A SHARES

APPENDIX VIII

No.	Original Articles	Amended Articles
3	Article 12 For provision of guarantee to a connected	Article 12 For provision of guarantee to a connected
	person by the Company, in addition to the deliberation	person by the Company, in addition to the deliberation
	and approval by more than half of all non-connected	and approval by more than half of all non-connected
	directors, it is also subject to the deliberation,	directors, it is also subject to the deliberation,
	approval and resolution by more than two-thirds of the	approval and resolution by more than two-thirds of the
	non-connected directors present at the Board meeting,	non-connected directors present at the Board meeting,
	and shall be submitted to the general meeting for	and shall be submitted to the general meeting for
	deliberation. Where the Company provides guarantees	deliberation. Where the Company provides guarantees
	to its controlling shareholders,_de facto_controllers and	to its controlling shareholders,_de facto_controllers and
	their connected persons, the controlling shareholders,	their connected persons, the controlling shareholders,
	de facto controllers and their connected persons shall	de facto controllers and their connected persons shall
	provide counter-guarantee.	provide counter-guarantee.
	If the guaranteed party becomes a connected person of	If the guaranteed party becomes a connected person of
	the Company due to a transaction or connected	the Company due to a transaction or connected
	transaction, the Company shall perform the	transaction, the Company shall perform the
	corresponding deliberation procedures and	corresponding deliberation procedures and
	information disclosure obligations for the existing	information disclosure obligations for the existing
	connected guarantee while executing such transaction	connected guarantee while executing such transaction
	or connected transaction.	or connected transaction.
	If the connected guarantee specified in the preceding	If the connected guarantee specified in the preceding
	paragraph fails to pass at the Board meeting or the	paragraph fails to pass at the Board meeting or the
	general meeting, the parties to the transaction shall	general meeting, the parties to the transaction shall
	take effective measures to terminate the guarantee,	take effective measures to terminate the guarantee,
	such as early termination.	such as early termination.
		The Company shall not provide financial assistance
		to any connected person as defined under Article 6
		and Article 7 hereunder, except for financial
		assistance provided to an affiliated joint-stock
		company not controlled by the controlling
		shareholders and de facto controllers of the
		Company whose other shareholders will provide
		financial assistance on the same conditions in
		proportion to their capital contributions.
		Where the Company provides financial assistance
		to any affiliated joint-stock company as defined
		under the preceding paragraph, in addition to the
		deliberation and approval by more than half of all
		non-connected directors, it is also subject to
		deliberation and approval by more than two-thirds
		of the non-connected directors present at the Board
		meeting, and shall be submitted to the general
		meeting for deliberation.

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APPENDIX VIII

COMPARISON CHART OF AMENDMENTS TO THE MANAGEMENT MEASURES ON CONNECTED TRANSACTIONS OF BEIJING URBAN CONSTRUCTION DESIGN & DEVELOPMENT GROUP CO., LIMITED APPLICABLE UPON THE INITIAL PUBLIC OFFERING AND LISTING OF A SHARES

No.	Original Articles	Amended Articles
4	Article 22 According to different types of connected	Article 22 According to different types of connected
	transactions determined under the Hong Kong Listing	transactions determined under the Hong Kong Listing
	Rules, the Company shall carry out deliberation and	Rules, the Company shall carry out deliberation and
	approval in accordance with the following criteria:	approval in accordance with the following criteria:
	(I) Fully-exempted connected transactions:	(I) Fully-exempted connected transactions:
	It may be approved by the Executive Office authorized	It may be approved by the Executive Office authorized
	by the Board in accordance with the relevant internal	by the Board in accordance with the relevant internal
	authorization of the Company and reported to the	authorization of the Company and reported to the
	Board for filing.	Board for filing.
	(II) Partially-exempted connected transactions:	(II) Partially-exempted connected transactions:
	(1) The independent directors shall express their	(1) The independent (non-executive) directors shall
	confirmation opinions on the fairness and approval	express their confirmation opinions on the fairness
	procedures of the partially-exempted connected	and approval procedures of the partially-exempted
	transactions;	connected transactions;
	(2) Partially-exempted connected transactions are	(2) Partially-exempted connected transactions are
	subject to the relevant requirements of the Hong Kong	subject to the relevant requirements of the Hong Kong
	Listing Rules on reporting, announcement and	Listing Rules on reporting, announcement and
	disclosure in the Company’s annual report.	disclosure in the Company’s annual report.
	(III) Connected transactions strictly required to be	(III) Connected transactions strictly required to be
	disclosed:	disclosed:
	(1) It shall be reviewed and approved by the Board and	(1) It shall be reviewed and approved by the Board and
	obtain confirmation opinions from the independent	obtain confirmation opinions from the independent
	directors;	(non-executive) directors;
	(2) It shall be approved by the independent	(2) It shall be approved by the independent
	shareholders at the general meeting; and	shareholders at the general meeting; and
	(3) It shall be subject to the provisions of the Hong	(3) It shall be subject to the provisions of the Hong
	Kong Listing Rules on reporting, announcement and	Kong Listing Rules on reporting, announcement and
	independent shareholders’ approval, and is required to	independent shareholders’ approval, and is required to
	issue a circular to the shareholders. The Independent	issue a circular to the shareholders. The Independent
	Board Committee shall express its opinion on whether	(non-executive) Board Committee shall express its
	the terms of the connected transactions or	opinion on whether the terms of the connected
	arrangements are fair and reasonable and whether it is	transactions or arrangements are fair and reasonable
	in the interests of the Company and its shareholders as	and whether it is in the interests of the Company and
	a whole, and shall, after considering the opinions of	its shareholders as a whole, and shall, after
	the independent financial adviser, voice its opinion on	considering the opinions of the independent financial
	how the shareholders vote on the resolution in relation	adviser, voice its opinion on how the shareholders
	to the connected transactions and publish it in the	vote on the resolution in relation to the connected
	circular sent to the shareholders.	transactions and publish it in the circular sent to the
		shareholders.

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COMPARISON CHART OF AMENDMENTS TO THE MANAGEMENT MEASURES ON CONNECTED TRANSACTIONS OF BEIJING URBAN CONSTRUCTION DESIGN & DEVELOPMENT GROUP CO., LIMITED APPLICABLE UPON THE INITIAL PUBLIC OFFERING AND LISTING OF A SHARES

APPENDIX VIII

	No.	Original Articles	Amended Articles
	5	Article 23 When the Company and its related parties	Article 23 When the Company and its related parties
		conduct continuing related party transactions under	conduct continuing related party transactions under
		sub-article (I) of Article 21 of these Measures, they	sub-article (I) of Article 21 of these Measures, they
		shall disclose and perform the corresponding review	shall disclose and perform the corresponding review
		procedures in accordance with the following	procedures in accordance with the following
		provisions:	provisions:
		(I) The Company has established a unified trading	(I) The Company has established a unified trading
		framework agreement for continuing related party	framework agreement for continuing related party
		transactions, and reasonably estimates the total	transactions, and reasonably estimates the total
		amount of the Company’s continuing related party	amount of the Company’s continuing related party
		transactions that will occur in the current year by	transactions that will occur in the current year by
		categories, and submits it to the board of directors or	categories, and submits it to the board of directors or
		the shareholders’ general meeting for review and	the shareholders’ general meeting for review and
		disclosure based on the estimated results. The term of	disclosure based on the estimated results. The term of
		the continuing related party transaction agreement	the continuing related party transaction agreement
		signed between the Company and its related parties is	signed between the Company and its related parties is
		usually not more than three years, and the estimated	usually not more than three years, and the estimated
		terms of annual amount of similar transactions is	terms of annual amount of similar transactions is
		determined. The relevant review procedures and	determined. The relevant review procedures and
		disclosure obligations shall be re-executed every three	disclosure obligations shall be re-executed every three
		years in accordance with the provisions of these	years in accordance with the provisions of these
		Measures. The Company shall disclose the	Measures. The Company shall disclose the
		implementation of the continuing related party	implementation of the continuing related party
		transaction agreement in the annual report and the	transaction agreement in the annual report and the
		interim report and explain whether it complies with	interim report and explain whether it complies with
		the provisions of the agreement.	the provisions of the agreement.
		(II) For a continuing related party transaction	(II) For a continuing related party transaction
		agreement that has been approved and implemented by	agreement that has been approved and implemented by
		the shareholders’ general meeting or the board of	the shareholders’ general meeting or the board of
		directors, if there is a major change in the main terms	directors, if there is a major change in the main terms
		of the implementation process or the renewal of the	of the implementation process or the renewal of the
		agreement, the Company shall submit the newly	agreement, the Company shall submit the newly
		revised or renewed continuing related party	revised or renewed continuing related party
		transaction agreement to the board of directors or the	transaction agreement to the board of directors or the
		shareholders’ general meeting for consideration and	shareholders’ general meeting for consideration and
		approval based on the agreement term according to the	approval based on the agreement term according to the
		classification criteria of the Hong Kong Listing Rules.	classification criteria of the Hong Kong Listing Rules.

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COMPARISON CHART OF AMENDMENTS TO THE MANAGEMENT MEASURES ON CONNECTED TRANSACTIONS OF BEIJING URBAN CONSTRUCTION DESIGN & DEVELOPMENT GROUP CO., LIMITED APPLICABLE UPON THE INITIAL PUBLIC OFFERING AND LISTING OF A SHARES

APPENDIX VIII

No.	Original Articles	Original Articles	Amended Articles	Amended Articles	Amended Articles
	(III) The content of the continuing related party		(III) The content of the continuing related party
	transaction agreement shall include at least such main		transaction agreement shall include at least such main
	terms as the principles and basis of pricing, the		terms as the principles and basis of pricing, the
	transaction price, the	total amount of the transaction or	transaction price, the total amount of the transaction or
	the specific method	of determining the total amount,	the specific method of determining the total amount,
	the time and method of payment.		the time and method of payment.
	(IV) The independent directors/independent non-		(IV) Theindependent (non-executive)directors shall
	executivedirectors shall review the continuing related		review the continuing	related	party transactions
	party transactions annually and confirm following		annually and confirm following		issues in the annual
	issues in the annual	report:	report:
	(1) These transactions are conducted in the daily		(1) These transactions	are conducted in the daily
	business of the Company;		business of the Company;
	(2) These transactions are conducted on normal		(2) These transactions	are conducted on normal
	commercial terms, or if the comparable transactions		commercial terms, or if	the comparable transactions
	are not sufficient to	determine whether the terms of	are not sufficient to determine whether the terms of
	the transactions are on normal commercial terms, then		the transactions are on normal commercial terms, then
	for the Company, the	terms of such transactions are no	for the Company, the terms of such transactions are no
	less favourable than those available to independent		less favourable than those available to independent
	third parties, as the case may be; and		third parties, as the case	may be; and
	(3) These transactions are conducted in accordance		(3) These transactions are conducted in accordance
	with the terms of the agreement in relation to the		with the terms of the agreement in relation to the
	transaction, and the	terms of the transaction are fair	transaction, and the terms of the transaction are fair
	and reasonable and in the interests of the shareholders		and reasonable and in the interests of the shareholders
	of the Company as a whole.		of the Company as a whole.
	(V) The auditors of the Company are required to write		(V) The auditors of the Company		are required to write
	to the board of directors each year (and copy to the		to the board of directors each year (and copy to the
	Hong Kong Stock Exchange at least 10 business days		Hong Kong Stock Exchange at least 10 business days
	prior to the delivery	for printing the annual report of	prior to the delivery for	printing	the annual report of
	the Company) to confirm the relevant continuing		the Company) to confirm the		relevant continuing
	related party transactions that are:		related party transactions that are:
	(1) Subject to the approval by the board of directors of		(1) Subject to the approval by the		board of directors of
	the Company;		the Company;
	(2) (If the transactions involve the provision of goods		(2) (If the transactions involve the provision of goods
	or services) Carried out in accordance with the pricing		or services) Carried out in accordance with the pricing
	policy;		policy;
	(3) Pursuant to the terms of the agreement; and		(3) Pursuant to the terms of the agreement; and
	(4) Not exceeding the number of years disclosed in the		(4) Not exceeding the number of years disclosed in the
	announcement.		announcement.

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COMPARISON CHART OF AMENDMENTS TO THE MANAGEMENT MEASURES ON CONNECTED TRANSACTIONS OF BEIJING URBAN CONSTRUCTION DESIGN & DEVELOPMENT GROUP CO., LIMITED APPLICABLE UPON THE INITIAL PUBLIC OFFERING AND LISTING OF A SHARES

APPENDIX VIII

No.	Original Articles	Amended Articles
6	Article 28 When the board of directors of the	Article 28 When the board of directors of the
	Company considers and votes on related party	Company considers and votes on related party
	transactions, the directors with associated relationship	transactions, the directors with associated relationship
	in the related party transactions shall abstain from	in the related party transactions shall abstain from
	voting. The abstaining and voting procedures	voting. The abstaining and voting procedures
	implemented at the relevant meetings of the board of	implemented at the relevant meetings of the board of
	directors are as follows:	directors are as follows:
	(I) Related directors shall voluntarily declare their	(I) Related directors shall voluntarily declare their
	interests and apply for abstaining, otherwise other	interests and apply for abstaining, otherwise other
	directors have the right to request their abstaining;	directors have the right to request their abstaining;
	(II) Unless otherwise specified, related directors shall	(II) Unless otherwise specified, related directors shall
	not participate in the consideration of related party	not participate in the consideration of related party
	transactions, nor shall they exercise voting rights on	transactions, nor shall they exercise voting rights on
	behalf of other directors;	behalf of other directors;
	(III) The meeting of the board of directors may be held	(III) The meeting of the board of directors may be held
	if more than half of the non-related directors are	if more than half of the non-related directors are
	present, and the resolutions made at the meeting of the	present, and the resolutions made at the meeting of the
	board of directors shall be passed by more than half of	board of directors shall be passed by more than half of
	the non-related directors;	the non-related directors;
	(IV) If the number of non-related directors present at	(IV) If the number of non-related directors present at
	the meeting of the board of directors is less than three,	the meeting of the board of directors is less than three,
	the Company shall submit the matter to the	the Company shall submit the matter to the
	shareholders’ general meeting for consideration.	shareholders’ general meeting for consideration.
	Related directors include the following directors or	Related directors include the following directors or
	directors under any of the following circumstances:	directors under any of the following circumstances:
	(I) The counterparty;	(I) The counterparty;
	(II) Having direct or indirect control over the	(II) Having direct or indirect control over the
	counterparty;	counterparty;
	(III) Holding a position in the counterparty, or in any	(III) Holding a position in the counterparty, or in any
	legal person or other organization that can directly or	legal person or other organization that can directly or
	indirectly control the counterparty, or any legal person	indirectly control the counterparty, or any legal person
	or other organization that can be directly or indirectly	or other organization that can be directly or indirectly
	controlled by the counterparty;	controlled by the counterparty;
	(IV) Close family member of the counterparty or its	(IV) Close family member of the counterparty or its
	direct or indirect controller;	direct or indirect controller;
	(V) Close family members of the counterparty or its	(V) Close family members of the counterparty or its
	direct or indirect controller or its directors,	direct or indirect controller or its directors,
	supervisors and senior management;	supervisors and senior management;
		(VI) A director determined by the CSRC, the Stock
		Exchange the SSE, or the Company on basis of the
		principle of substance over form that its
		independent business judgment may be affected.

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APPENDIX VIII

No.	Original Articles	Original Articles	Original Articles	Amended Articles	Amended Articles	Amended Articles
7	Article 32 Independent non-executive directors of			Article 32 Independent (non-executive) directors of
	the Company shall express opinions on the fairness of			the Company shall express opinions on the fairness of
	related party transactions partially exempted from			related party transactions partially exempted from
	disclosure. **For related party **		transactions strictly	disclosure.For connected transactions that shall be
	required to be disclosed, the Company shall set up			disclosed, the Company shall submitted to the
	the Independent Board Committee comprising all			Board of Directors for deliberation upon approval
	the independent non-executive directors and it			by a majority of all independent (non-executive)
	**shall express opinions **	on whether the terms of the		directors of the Company.
	related party transactions or arrangements are fair
	and reasonable and whether it is in the interests of
	the Company and its shareholders as a whole, and
	after considering the opinions of the independent
	financial adviser, voice its opinion on how the
	shareholders vote on them.

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APPENDIX IX COMPARISON CHART OF AMENDMENTS TO THE MANAGEMENT SYSTEMS FOR REGULATING FUND TRANSFERS WITH RELATED PARTIES OF BEIJING URBAN CONSTRUCTION DESIGN & DEVELOPMENT GROUP CO., LIMITED APPLICABLE UPON THE INITIAL PUBLIC OFFERING AND LISTING OF A SHARES

COMPARISON CHART OF AMENDMENTS TO THE MANAGEMENT SYSTEMS FOR REGULATING FUND TRANSFERS WITH RELATED PARTIES OF BEIJING URBAN CONSTRUCTION DESIGN & DEVELOPMENT GROUP CO., LIMITED

No. Original Articles Amended Articles

1 Article 11 The board of directors of the Article 11 The board of directors of the Company is the responsible department on Company is the responsible department on the transfer of funds between the Company the transfer of funds between the Company and its related parties. The chairman of the and its related parties. The chairman of the Company is the first responsible person. The Company is the first responsible person. The general manager of the Company is the general manager of the Company is the directly responsible person, and the persondirectly responsible person, and the personin-charge of finance is the person responsible in-charge of finance is the person responsible for the work. Once the board of directors of for the work. Once the board of directors of the Company finds that the appropriation of the Company finds that the appropriation of funds by related parties exist in the Company, funds by related parties exist in the Company, it shall take various measures to ensure it shall take various measures to ensure related parties to settle the non-operating related parties to settle the non-operating funds appropriated historically formed. funds appropriated historically formed.

The directors, supervisors and senior management personnel of the Company have the obligation of focusing on the issue of misappropriation of the Company’s interest as a result of the appropriation of the Company’s funds by related parties. The independent (non-executive) directors and supervisors of the Company shall review the transfer of funds between the Company and the related parties at least once every quarter and have understanding on whether the Company’s funds, assets and other resources are appropriated or transferred by the controlling shareholders and its related parties. Anything abnormal found shall be reported to the board of directors of the Company to take relevant measures.

The directors, supervisors and senior management personnel of the Company have the obligation of focusing on the issue of misappropriation of the Company’s interest as a result of the appropriation of the Company’s funds by related parties.

��

��

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COMPARISON CHART OF AMENDMENTS TO THE MANAGEMENT SYSTEMS FOR THE PROVISION OF FINANCIAL ASSISTANCE TO EXTERNAL PARTIES OF BEIJING URBAN CONSTRUCTION DESIGN & DEVELOPMENT GROUP CO., LIMITED APPLICABLE UPON THE INITIAL PUBLIC OFFERING AND LISTING OF A SHARES

APPENDIX X

COMPARISON CHART OF AMENDMENTS TO THE MANAGEMENT SYSTEMS FOR THE PROVISION OF FINANCIAL ASSISTANCE TO EXTERNAL PARTIES OF BEIJING URBAN CONSTRUCTION DESIGN & DEVELOPMENT GROUP CO., LIMITED

No. Original Articles Amended Articles 1 Article 4 When the board of directors Article 4 When the board of directors considers the provision of external financial considers the provision of external financial assistance to related parties, the related assistance to related parties, the related directors shall abstain from voting. When directors shall abstain from voting. When there are less than three non-related directors, there are less than three non-related directors, such external financial assistance shall be such external financial assistance shall be submitted to the shareholders’ general submitted to the shareholders’ general meeting for consideration. meeting for consideration. When the board of directors of the Company considers the financial assistance, the independent (non-executive) directors and independent financial advisor (if any) shall express independent opinion on the legality and compliance of such matter, the effect on the Company and the risks exist, etc.

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GENERAL INFORMATION

APPENDIX XI

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Hong Kong Listing Rules for the purpose of giving information with regard to the Group. The Directors having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

2. DISCLOSURE OF INTERESTS

Securities Interest of Substantial Shareholders

As at the Latest Practicable Date, so far as is known to the Directors, the following persons (other than Directors, Supervisors and chief executive of the Company) had an interest and short position in the shares and underlying shares of the Company which shall be entered in the register kept by the Company pursuant to Section 336 of the SFO:

Domestic Shares

				Approximate
				percentage of	Approximate
				the total	percentage of
		Number of		issued	the total
		Domestic	Nature of	Domestic	issued Share
Name of Shareholders	Capacity	Shares	interest	Share capital	capital
Beijing Urban	Beneficial	571,031,118	Long position	59.44%	42.34%
Construction Group	owner
Co., Ltd.1
Beijing Infrastructure	Beneficial	87,850,942	Long position	9.14%	6.51%
Investment Co., Ltd.2	owner
Beijing Chengtong	Beneficial	76,000,0003	Long position	7.91%	5.64%
Enterprise Management	owner
Center (General
Partnership)

Notes:

1. Beijing Urban Construction Group Co., Ltd. is a wholly state-owned company with limited liability established and funded by State-owned Assets Supervision and Administration Commission of People’s Government of Beijing Municipality.

2. Beijing Infrastructure Investment Co., Ltd. (“ Beijing Investment Company ”) is a wholly state-owned corporation established and funded by State-owned Assets Supervision and Administration Commission of People’s Government of Beijing Municipality. A merger and restructuring was conducted between Beijing

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GENERAL INFORMATION

APPENDIX XI

Investment Company and Beijing MTR Construction Administration Corporation (北京市軌道交通建設管理有 限公司) on 4 August 2020, pursuant to which, Beijing Investment Company in aggregate holds directly and indirectly 199,998,412 shares of the Company (including 131,776,412 Domestic Shares and 68,222,000 H Shares of the Company, representing approximately 14.83% of the issued shares of the Company). For details, please refer to the announcement of the Company dated 10 August 2020.

1. Among which 18,270,000 Domestic Shares were issued for connected subscriptions. For details, please refer to the circular of the Company dated 7 December 2017 and the announcement of the Company dated 5 February 2018.

H Shares

				Approximate	Approximate
				percentage of	percentage of
				the total	the total
		Number of	Nature of	issued H	issued Share
Name of Shareholders	Capacity	H Shares	interest	Share capital	capital
Amundi Ireland Ltd.	Investment	81,494,000	Long position	21.01%	6.04%
	manager
Beijing Infrastructure	Interest of	68,222,000	Long position	17.59%	5.06%
Investment Co., Ltd.1	controlled
	corporations
Beijing Infrastructure	Beneficial	68,222,000	Long position	17.59%	5.06%
Investment (Hong	owner
Kong) Limited1
Pioneer Investment	Investment	66,028,000	Long position	17.02%	4.90%
Management Limited	manager
Pioneer Asset	Investment	52,777,000	Long position	13.60%	3.91%
Management S.A.	manager
CRRC Group	Interest of	26,222,000	Long position	6.76%	1.94%
	controlled
	corporations2

Notes:

1. Beijing Investment Company indirectly holds long position of 68,222,000 H Shares of the Company through its wholly owned subsidiary, Beijing Infrastructure Investment (Hong Kong) Limited.

2. CRRC Group (formerly known as CSR Group) is interested in 26,222,000 H Shares through its controlled corporations, CRRC Corporation Limited (formerly known as CSR Corporation Limited) and CRRC (Hong Kong) Co., Ltd. (formerly known as CSR (Hong Kong) Co., Ltd.).

Saved as disclosed above, at the Latest Practicable Date, the Directors are not aware of any other person (other than Directors, Supervisors or chief executive of the Company) had an interest or short position in the shares and underlying shares of the Company which would fall to be notified to the Company and the Hong Kong Stock Exchange under the requirements of Divisions 2 and 3 of Part XV of the SFO, or as recorded in the register required to be kept under Section 336 of the SFO.

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GENERAL INFORMATION

APPENDIX XI

The Interests and Short Positions of Directors, Supervisors and Chief Executive in the Shares, Underlying Shares and Debentures

At the Latest Practicable Date, the interests and short positions of the Directors in the Shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) as notified to the Company and the Hong Kong Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have been taken under such provisions of the SFO) or were required to be entered in the register required to be kept under Section 352 of the SFO or as otherwise notified to the Company and the Hong Kong Stock Exchange pursuant to the requirements of the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 to the Hong Kong Listing Rules, were as follows:

					Approximate	Approximate
					percentage of	percentage of
		Nature of	Class of	Number of	total issued H	total issued
Name	Title	interest	Shares	Shares	Share capital	Share capital
Wang Hanjun	Executive Director	Personal interest	H Shares	48,000	0.01	0.004
	and general
	manager
Li Guoqing	Executive Director	Personal interest	H Shares	48,000	0.01	0.004
	and deputy
	general manager

Note: Mr. Wang Hanjun and Mr. Li Guoqing subscribed for 1,000,000 Domestic Shares respectively under a key employee stock ownership scheme on 29 December 2017.

Save as disclosed above, at the Latest Practicable Date, none of the other Directors and Supervisors or chief executives of the Company had any interests or short positions in the Shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which were required to be (i) notified to the Company and the Hong Kong Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have been taken under such provisions of the SFO); or (ii) entered in the register required to be kept under Section 352 of the SFO; or (iii) otherwise notified to the Company and the Hong Kong Stock Exchange pursuant to the requirements of the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 to the Hong Kong Listing Rules.

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GENERAL INFORMATION

APPENDIX XI

3. COMPETING INTERESTS

As at the Latest Practicable Date, so far as the Directors are aware, none of the Directors or their respective close associates was interested in any business which competes or is likely to compete, either directly or indirectly, with the business of the Group.

4. DIRECTORS’ AND SUPERVISORS’ INTEREST IN ASSETS AND/OR CONTRACTS

As at the Latest Practicable Date, none of the Directors or the Supervisors had any direct or indirect interest in any asset which had been, since 31 December 2022, being the date to which the latest published audited accounts of the Group were made up, acquired or disposed of by or leased to, or were proposed to be acquired or disposed of by or leased to, any member of the Group.

As at the Latest Practicable Date, none of the Directors, Supervisors or their respective associates was materially interested in any contract or arrangement subsisting as at the Latest Practicable Date and which was significant in relation to the business of the Group.

5. DIRECTORS’ AND SUPERVISORS’ SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors or the Supervisors had any existing or proposed service contract with any member of the Group (excluding contracts expiring or determinable by the employer within one year without payment of compensation (other than statutory compensation)).

6. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors confirmed that there was no any material adverse change in the financial or trading position of the Group since 31 December 2022, being the date to which the latest published audited accounts of the Group were made up.

7. LITIGATIONS

As at the Latest Practicable Date, neither the Company nor any of its subsidiaries was engaged in any litigation or arbitration of material importance, and the Directors are not aware of any litigation or claim of material importance pending or threatened against the Company or any of the Company’s subsidiaries.

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GENERAL INFORMATION

APPENDIX XI

8. EXPERT’S QUALIFICATION AND CONSENT

The following is the qualification of the expert who has given advice and recommendations which are contained in this circular:

Name Qualification

Merdeka Corporate Finance Limited a licensed corporation licensed to carry out Type 6 (advising on corporate finance) regulated activity under the SFO

As at the Latest Practicable Date, the expert has given and has not withdrawn its written consent to the issue of this circular with the inclusion therein of its letter or report and references to its name and advice in the form and context in which it appears.

9. EXPERT’S INTERESTS

As at the Latest Practicable Date, the above expert:

• (a) did not have any direct or indirect interest in any assets which have been, after 31 December 2022, being the date to which the latest published audited financial statements of the Group were made up, acquired or disposed of by or leased to, or proposed to be acquired or disposed of by or leased to, any member of the Group; and

• (b) did not have any shareholding in any member of the Group or any right, whether legally enforceable or not, to subscribe for, or to nominate persons to subscribe for securities in any member of the Group.

10. DOCUMENTS ON DISPLAY

Copies of the following documents will be published on the websites of the Hong Kong Stock Exchange ( www.hkexnews.hk ) and the Company ( www.bjucd.com ) for the period from the date of this circular up to and including the date of the EGM:

Integrated Services Framework Agreement.

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NOTICE OF THE 2024 FIRST EXTRAORDINARY GENERAL MEETING

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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)

NOTICE OF THE 2024 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2024 First 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 Friday, 8 March 2024, to consider and, if thought fit, approve the following resolutions:

SPECIAL RESOLUTIONS

1. To consider and approve the resolution on the amendments to the existing Articles of Association

2. To consider and approve the resolution on the amendments to the existing Rules of Procedure for the General Meeting

3. To consider and approve the resolution on the amendments to the existing Rules of Procedure for the Board of Directors

4. To consider and approve the resolution on the extension of the validity period of the general meeting resolution in relation to the initial public offering and listing of A Shares of the Company

5. To consider and approve the resolution on the extension of the validity period of the authorization by general meeting in relation to the initial public offering and listing of A Shares of the Company

6. To consider and approve the resolution on the amendments to the Articles of Association (Draft) applicable upon the initial public offering and listing of A Shares

7. To consider and approve the resolution on the amendments to the Rules of Procedure for the General Meeting applicable upon the initial public offering and listing of A Shares

8. To consider and approve the resolution on the amendments to the Rules of Procedure for the Board of Directors applicable upon the initial public offering and listing of A Shares

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NOTICE OF THE 2024 FIRST EXTRAORDINARY GENERAL MEETING

ORDINARY RESOLUTIONS

1. To consider and approve the resolution on the amendments to the Working Rules for the Independent Directors of Beijing Urban Construction Design & Development Group Co., Limited and other rules applicable upon the initial public offering and listing of A Shares

2. 9.01 To consider and approve the Working Rules for the Independent Directors of Beijing Urban Construction Design & Development Group Co., Limited

3. 9.02 To consider and approve the Management Measures on Connected Transactions of Beijing Urban Construction Design & Development Group Co., Limited

4. 9.03 To consider and approve the Management Systems for Regulating Fund Transfers with Related Parties of Beijing Urban Construction Design & Development Group Co., Limited

5. 9.04 To consider and approve the Management Systems for the Provision of Financial Assistance to External Parties of Beijing Urban Construction Design & Development Group Co., Limited

6. To consider and approve the continuing connected transactions with Beijing Infrastructure Investment Co., Ltd.:

“ THAT , the Integrated Services Framework Agreement to be executed between the Company and Beijing Infrastructure Investment Co., Ltd. and the annual caps for the provision of construction survey, design and consultancy services and construction contracting services by the Group to Beijing Investment, its subsidiaries and/or associates contemplated thereunder for the three years ending 31 December 2026 are hereby approved and confirmed; and any director of the Company is hereby authorized 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/she may consider necessary or desirable for the purpose of giving effect to the Integrated Services Framework Agreement with such changes as he/she may consider necessary, desirable or expedient.”

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

Chairman

Beijing, 22 February 2024

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.

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NOTICE OF THE 2024 FIRST EXTRAORDINARY GENERAL MEETING

Notes:

1. The register of members of the Company will be closed from Wednesday, 6 March 2024 to Friday, 8 March 2024, both days inclusive. H Shareholders and domestic shares whose names appeared on the register of members of the Company as at Friday, 8 March 2024 shall be entitled to attend and vote at the EGM. H Shareholders 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 Tuesday, 5 March 2024 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.

3. 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.

4. 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 H Shareholders 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.

5. 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).

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NOTICE OF THE 2024 FIRST DOMESTIC SHARES CLASS MEETING

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

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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)

NOTICE OF THE 2024 FIRST DOMESTIC SHARES CLASS MEETING

NOTICE IS HEREBY GIVEN that the 2024 First Domestic Shares Class Meeting (the “ Domestic Shares Class Meeting ”) 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 immediately after the 2024 First Extraordinary General Meeting on Friday, 8 March 2024, to consider and, if thought fit, approve the following resolutions:

SPECIAL RESOLUTIONS

1. To consider and approve the resolution on the extension of the validity period of the general meeting resolution in relation to the initial public offering and listing of A Shares of the Company

2. To consider and approve the resolution on the extension of the validity period of the authorization by general meeting in relation to the initial public offering and listing of A Shares of the Company

3. To consider and approve the resolution on the amendments to the Articles of Association (Draft) applicable upon the initial public offering and listing of A Shares

By order of the Board

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

Chairman

Beijing, 22 February 2024

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.

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NOTICE OF THE 2024 FIRST DOMESTIC SHARES CLASS MEETING

Notes:

1. Holders of domestic shares whose names appeared on the register of members of the Company as at Friday, 8 March 2024 shall be entitled to attend and vote at the Domestic Shares Class Meeting.

2. A shareholder entitled to attend and vote at the Domestic Shares Class Meeting 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 Domestic Shares Class Meeting in person to represent the relevant shareholder.

3. The instrument appointing a proxy must be in writing under the hand of a shareholder or his/her 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.

4. 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 not less than 24 hours before the time stipulated for convening the Domestic Shares Class Meeting (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 Domestic Shares Class Meeting (or any adjournment thereof). If no direction is given, the proxy will be entitled to vote or abstain as he or she thinks fit.

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

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NOTICE OF THE 2024 FIRST H SHARES CLASS MEETING

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

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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)

NOTICE OF THE 2024 FIRST H SHARES CLASS MEETING

NOTICE IS HEREBY GIVEN that the 2024 First H Shares Class Meeting (the “ H Shares Class Meeting ”) 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 immediately after the 2024 First Extraordinary General Meeting and the 2024 First Domestic Shares Class Meeting on Friday, 8 March 2024, to consider and, if thought fit, approve the following resolutions:

SPECIAL RESOLUTIONS

1. To consider and approve the resolution on the extension of the validity period of the general meeting resolution in relation to the initial public offering and listing of A Shares of the Company

2. To consider and approve the resolution on the extension of the validity period of the authorization by general meeting in relation to the initial public offering and listing of A Shares of the Company

3. To consider and approve the resolution on the amendments to the Articles of Association (Draft) applicable upon the initial public offering and listing of A Shares

By order of the Board

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

Chairman

Beijing, 22 February 2024

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.

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NOTICE OF THE 2024 FIRST H SHARES CLASS MEETING

Notes:

1. The register of H shares members of the Company will be closed from Wednesday, 6 March 2024 to Friday, 8 March 2024, both days inclusive, during which period no transfer of H shares will be registered. Holders of H shares whose names appeared on the register of members of the Company as at Friday, 8 March 2024 shall be entitled to attend and vote at the H Shares Class Meeting. Holders of H shares of the Company who intend to attend and vote at the H Shares Class Meeting 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 Tuesday, 5 March 2024 for registration.

2. A shareholder entitled to attend and vote at the H Shares Class Meeting 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 H Shares Class Meeting in person to represent the relevant shareholder.

3. The instrument appointing a proxy must be in writing under the hand of a shareholder or his/her 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.

4. 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 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 H Shares Class Meeting (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 H Shares Class Meeting (or any adjournment thereof). If no direction is given, the proxy will be entitled to vote or abstain as he or she thinks fit.

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

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