Beijing Urban Construction Design & Development Group Co., Limited — Proxy Solicitation & Information Statement 2025

Dec 24, 2025

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.

北京城建设计发展集团股份有限公司

BEIJING URBAN CONSTRUCTION DESIGN & DEVELOPMENT GROUP CO., LIMITED

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 APPOINTMENT OF NON-EXECUTIVE DIRECTOR

AND

NOTICE OF THE 2026 FIRST EXTRAORDINARY GENERAL

MEETING

The EGM of the Company is to be held at Conference Room, 5 Fuchengmen North Street, Xicheng District, Beijing, the PRC at 2:30 p.m. on Tuesday, 20 January 2026. A letter from the Board is set out on pages 3 to 6 of this circular. Notice convening the EGM is set out on pages 7 to 8 of this circular.

If you intend to appoint a proxy to attend the EGM, you are required to complete and return the proxy form in accordance with the instructions printed thereon as soon as possible. For holders of H Shares, the proxy form should be returned to the Company's H Share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong in hand or by post not less than 24 hours before the time stipulated for convening the EGM or any adjourned meeting thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or any adjourned meeting thereof if you so wish.

29 December 2025

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CONTENTS

Page

DEFINITIONS ... 1
LETTER FROM THE BOARD ... 3
NOTICE OF THE 2026 FIRST EXTRAORDINARY GENERAL MEETING ... 7

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DEFINITIONS

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

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

"Board" or "Board of Directors"
the board of directors of the Company

"Company"
Beijing Urban Construction Design & Development Group Co., Limited (北京城建設計發展集團股份有限公司), a joint stock company with limited liability incorporated in the PRC, the H Shares of which are listed on the Main Board of the Hong Kong Stock Exchange (Stock Code: 1599)

"Director(s)"
the director(s) of the Company

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

"Domestic Shareholder(s)"
holder(s) of Domestic Shares

"EGM"
the 2026 First Extraordinary General Meeting of the Company to be convened on Tuesday, 20 January 2026 to consider and, if thought fit, approve the resolution in relation to the proposed appointment of non-executive Director

"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

"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

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DEFINITIONS
“PRC” or “China”	the People’s Republic of China which, for the purpose of this circular only, shall exclude Hong Kong, the Macau Special Administrative Region and Taiwan
“RMB”	Renminbi, the lawful currency of the PRC
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
“Share(s)”	H Share(s) and Domestic Share(s) of the Company
“Shareholder(s)”	holders of the Shares of the Company

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LETTER FROM THE BOARD

北京城建设计发展集团股份有限公司
BEIJING URBAN CONSTRUCTION DESIGN & DEVELOPMENT GROUP CO., LIMITED

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 Director:
Xia Xiujiang

Non-executive Directors:
Pei Hongwei (Chairman)
Li Guoqing
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
Xia Peng
Frank Chan Fan
Tian Aicheng

29 December 2025

To the Shareholders:
Dear Sir or Madam,

PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTOR
AND
NOTICE OF THE 2026 FIRST EXTRAORDINARY GENERAL MEETING

I. INTRODUCTION

On behalf of the Board, I invite you to attend the EGM to be held at Conference Room, 5 Fuchengmen North Street, Xicheng District, Beijing, the PRC at 2:30 p.m. on Tuesday, 20 January 2026.

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LETTER FROM THE BOARD

Reference is made to the announcement of the Company dated 23 December 2025 in relation to the proposed appointment of non-executive Director. The purpose of this circular is to provide you with details of the proposed appointment of non-executive Director to enable you to make an informed decision on whether to vote for or against the resolution to be proposed at the EGM.

II. PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTOR

Reference is made to the announcement of the Company dated 23 December 2025 in relation to the proposed appointment of non-executive Director. A resolution was passed at the meeting of the Board held on 23 December 2025 to propose the appointment of Mr. Zhang Pengchao as a non-executive Director of the Company.

Set out below are the biographical details of Mr. Zhang Pengchao:

Mr. Zhang Pengchao (張鵬超), male, aged 57, professorate senior economist, is currently the head of the capital operation department of Beijing Urban Construction Group Co., Ltd. (北京城建集團有限責任公司), and concurrently serves as the secretary and director of Beijing Urban Construction Group Investment Co., Ltd. (北京城建集團投資有限公司). From July 1991 to May 1996, Mr. Zhang served as an employee of No. 1 Beijing Urban Construction & Development Co., Ltd (北京城建一建設發展有限公司). From May 1996 to March 1999, he served as an employee in the enterprise management department of Beijing Urban Construction Group Co., Ltd. From March 1999 to August 2006, he successively served as the business manager of the investment department and manager of the research and development department of Beijing Urban Construction Investment & Development Co., Ltd. (北京城建投資發展股份有限公司). From August 2006 to July 2010, he successively served as the manager of the general office, manager of the enterprise management department, assistant manager, general counsel and deputy general manager of Beijing Urban Construction Real Estate Development Co., Ltd. (北京城建房地產開發有限公司), and concurrently served as the secretary, director and general manager of Hebei Shangjing Real Estate Development Co., Ltd. (河北上京房地產開發有限公司). From July 2010 to October 2016, he served as the deputy general manager and general counsel of Beijing Urban Construction Real Estate Development Co., Ltd., and concurrently served as the secretary, chairman, director and general manager of Hebei Shangjing Real Estate Development Co., Ltd. From October 2016 to June 2024, he served as the director and general manager of Beijing Urban Construction Group Investment Co., Ltd. From June 2024 to July 2024, he served as the secretary, director and general manager of Beijing Urban Construction Group Investment Co., Ltd. From July 2024 to November 2025, he served as the secretary and director of Beijing Urban Construction Group Investment Co., Ltd. Since November 2025, he has been the head of the capital operation department of Beijing Urban Construction Group Co., Ltd., and concurrently serves as the secretary and director of Beijing Urban Construction Group Investment Co., Ltd. Mr. Zhang obtained a bachelor's degree in Electric System and Automation from Xi'an Jiaotong University in July 1991 and a master's degree in National Economics from Central University of Finance and Economics in June 2002.

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LETTER FROM THE BOARD

Mr. Zhang Pengchao has not held any directorships in listed companies in the past three years, nor has he held any positions in the Company and its subsidiaries. Mr. Zhang Pengchao does not have any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company, nor does he have any other interest in the Shares or underlying Shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Upon the appointment of Mr. Zhang Pengchao as a non-executive Director being approved by the Shareholders at the EGM, the Company will enter into a service contract with Mr. Zhang Pengchao in accordance with the applicable Chinese laws and regulations. The term of office of Mr. Zhang Pengchao is for a term starting from the date of approval by the Shareholders at the EGM to the expiry date of the term of office of the current session of the Board. Mr. Zhang Pengchao will not receive any Director's fees for acting as a Director.

Save as disclosed above, there is no other information relating to the appointment of Mr. Zhang Pengchao which is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Hong Kong Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders.

III. EGM

The EGM will be held at Conference Room, 5 Fuchengmen North Street, Xicheng District, Beijing, the PRC at 2:30 p.m. on Tuesday, 20 January 2026, to consider and approve the resolution in relation to the proposed appointment of non-executive Director. Notice convening the EGM is set out on pages 7 to 8 in this circular.

If you intend to appoint a proxy to attend the EGM, you are required to complete and return the proxy form in accordance with the instructions printed thereon as soon as possible. For holders of H Shares, the proxy form should be returned to the Company's H Share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong in hand or by post not less than 24 hours before the time stipulated for convening the EGM or any adjourned meeting thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or any adjourned meeting thereof if you so wish.

In order to determine the list of Shareholders who will be entitled to attend and vote at the EGM, the register of members of the Company will be closed from Thursday, 15 January 2026 to Tuesday, 20 January 2026, both days inclusive, during which period no transfer of Shares will be registered.

For the identification of Shareholders who are qualified to attend and vote at the EGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's H Share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for H Shareholders), or the registered address of the Company (for Domestic Shareholders), for

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LETTER FROM THE BOARD

registration not later than 4:30 p.m. on Wednesday, 14 January 2026. Shareholders whose names appear on the register of members of the Company on Tuesday, 20 January 2026 will be entitled to attend and vote at the EGM.

IV. VOTES BY WAY OF POLL

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

To the best of the Directors' knowledge, having made all reasonable enquiries, no Shareholder has a material interest in the resolution to be considered and approved at the EGM and is required to abstain from voting on the relevant resolution to be proposed at the EGM.

V. RECOMMENDATIONS

The Directors are of the view that the resolution in relation to the proposed appointment of non-executive Director is 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 resolution.

Yours faithfully,

By order of the Board

Beijing Urban Construction Design & Development Group Co., Limited

Pei Hongwei

Chairman

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NOTICE OF THE 2026 FIRST EXTRAORDINARY GENERAL MEETING

北京城建设计发展集团股份有限公司

BEIJING URBAN CONSTRUCTION DESIGN & DEVELOPMENT GROUP CO., LIMITED

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 2026 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2026 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 Tuesday, 20 January 2026, to consider and, if thought fit, approve the following resolution:

ORDINARY RESOLUTION

1. To consider and approve the appointment of Mr. Zhang Pengchao as a non-executive Director of the Company

By order of the Board

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

Chairman

Beijing, 29 December 2025

As at the date of this notice, the executive director of the Company is Xia Xiijiang; the non-executive directors of the Company are Pei Hongwei, Li Guoqing, Shi Huaxin, Peng Dongdong, Li Fei, Wang Tao and Tang Qimeng; and the independent non-executive directors of the Company are Wang Guofeng, Xia Peng, Frank Chan Fan and Tian Aicheng.

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NOTICE OF THE 2026 FIRST EXTRAORDINARY GENERAL MEETING

Notes:

1. The register of members of the Company will be closed from Thursday, 15 January 2026 to Tuesday, 20 January 2026, both days inclusive, during which period no transfer of shares will be registered. Holders of H Shares and domestic shares whose names appeared on the register of members of the Company as at Tuesday, 20 January 2026 shall be entitled to attend and vote at the EGM. Holders of H Shares of the Company who intend to attend and vote at the EGM must lodge all transfer documents accompanied by the relevant H Share certificates with the Company's H Share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Wednesday, 14 January 2026 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 holders of H shares not less than 24 hours before the time stipulated for convening the EGM (or any adjournment thereof) (as the case may be). Completion and return of a proxy form will not preclude a shareholder from attending and voting in person at the EGM (or any adjournment thereof). If no direction is given, the proxy will be entitled to vote or abstain as he or she thinks fit.

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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