Hebei Construction Group Corporation Limited — Proxy Solicitation & Information Statement 2019

Jul 29, 2019

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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河北建設集團股份有限公司 HEBEI CONSTRUCTION GROUP CORPORATION LIMITED

(A joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 1727)

NOTICE OF 2019 FIRST H SHAREHOLDERS CLASS MEETING

NOTICE IS HEREBY GIVEN that the 2019 first H Shareholders class meeting (the “ H Shareholders Class Meeting ”) of Hebei Construction Group Corporation Limited (the “ Company ”) will be held at Meeting Room, 3/F, No. 329, Wusi West Road, Jingxiu District, Baoding City, Hebei Province, the People’s Republic of China (the “ PRC ”) on Friday, 13 September 2019 at 10:30 a.m. or immediately after the conclusion of the 2019 second extraordinary general meeting and the 2019 first domestic shareholders class meeting of the Company (or any adjournment thereof) to consider and, if thought fit, approve the following resolutions (with or without modification).

SPECIAL RESOLUTIONS

1. Resolutions in Relation to the Application for Initial Public Offering of Renminbi Ordinary Shares (A Shares) and Listing, including:

   • 1.1 Type of shares to be issued and par value

   • 1.2 Number of A shares to be issued

   • 1.3 Target subscribers

   • 1.4 Methods of offering

   • 1.5 Offer price of the shares

   • 1.6 Place of listing of the shares

   • 1.7 Use of proceeds from the A share offering

   • 1.8 Undertaking of offering expenses

   • 1.9 Underwriting method

   • 1.10 Conversion into a joint stock limited liability company with shares issued and listed domestically and overseas

   • 1.11 Valid period of the resolutions

2. Resolution in Relation to Authorization to the Board to Deal with Relevant Matters Concerning the Initial Public Offering and Listing of A Shares at its Absolute Discretion

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1. Resolution in Relation to the Distribution Plan of Accumulated Profits Before the A Share Offering of the Company

2. Resolution in Relation to the Formulation of the A Share Price Stabilization Plan of the Company

3. Resolution in Relation to Remedial Measures for the Dilution of Immediate Returns by the Initial Public Offering of A Shares and the Relevant Undertakings of the Company

4. Resolution in Relation to the Issuance of Relevant Undertakings for the Initial Public Offering and Listing of A Shares of the Company

By order of the Board Hebei Construction Group Corporation Limited LI Baozhong Chairman and Executive Director

Hebei, the PRC, 30 July 2019

Notes:

• (1) The register of members of the Company will be closed from Wednesday, 14 August 2019 to Friday, 13 September 2019 (both days inclusive), during which period no transfer of H Shares of the Company will be registered. In order to qualify for attending and voting at the H Shareholders Class Meeting, holders of H Shares of the Company shall deliver all duly completed and signed H Share transfer documents together with the relevant share certificates to the Company’s H Share Registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 4:30 p.m. on Tuesday, 13 August 2019.

• (2) H Shareholders who intend to attend the H Shareholders Class Meeting should complete the reply slip for the H Shareholders Class Meeting and return the same by hand, fax or mail to the Company’s H Share Registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, fax number: (852) 2861 1465, on or before Saturday, 24 August 2019.

• (3) H Shareholder entitled to attend and vote at the H Shareholders Class Meeting can complete the proxy form provided by the Company to appoint one or more person to attend and vote on his/her/its behalf at the H Shareholders Class Meeting. A proxy need not be an H shareholder of the Company. For H Shareholder who appoints more than one proxy, his/her/its proxies can only exercise their voting right in a poll.

• (4) An H Shareholder shall appoint his/her/its proxy by an instrument in writing under the hand of the H Shareholder or of his/ her/its attorney duly authorized in writing. If the H Shareholder is a corporation, the instrument in writing shall be either under its common seal or under the hand of its authorized representative or an attorney duly authorized. If the instrument in writing is signed by an attorney of the H Shareholder, the power of attorney authorizing the attorney to sign, or other authorization documents must be notarized.

• (5) In order to be valid, the proxy form and the related notarized power of attorney (if any) and other authorization documents (if any) referred in note (4) above must be lodged to the Company’s H Share Registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 24 hours before the time appointed for holding the H Shareholders Class Meeting or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting at the meeting in person should you so wish. If you attend and vote at the H Shareholders Class Meeting, the authority of your proxy will be revoked.

• (6) H Shareholders or their proxy(ies) should produce his/her identification document when attending the H Shareholders Class Meeting. If the H Shareholder is a corporation, its authorized representative or the person authorized by its board of directors or other authorities shall produce the copy of the authorization documents appointing him/her to attend the meeting issued by the board of directors or other authorities of such corporate Shareholder.

• (7) The H Shareholders Class Meeting is expected to last for no more than half a day. H Shareholders who attend the H Shareholders Class Meeting shall bear their own travelling and accommodation expenses.

• (8) Contact information of the Board office is set out below:

Address: No. 125, Lugang Road, Jingxiu District, Baoding City, Hebei Province, the PRC Post code: 071000 Contact person: Mr. Li Wutie Tel: (86) 312 331 1028 Fax: (86) 312 301 9434

As of the date of this notice, the executive Directors are Mr. LI Baozhong, Mr. SHANG Jinfeng, Mr. LIU Yongjian and Mr. ZHAO Wensheng; the non-executive Directors are Mr. LI Baoyuan and Mr. CAO Qingshe; and the independent non-executive Directors are Mr. XIAO Xuwen, Ms. SHEN Lifeng, Ms. CHEN Xin and Mr. CHAN Ngai Sang Kenny.

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