Jujiang Construction Group Co., Ltd. — AGM Information 2018

May 9, 2018

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JUJIANG CONSTRUCTION GROUP CO., LTD. 巨匠建設集團股份有限公司

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

(Stock Code: 1459)

REVISED FORM OF PROXY FOR USE AT THE ANNUAL GENERAL MEETING TO BE HELD AT CONFERENCE ROOM (ASUKA), TKP INTERNATIONAL LIMITED, 23/F, EURO TRADE CENTRE, 21-23 DES VOEUS ROAD CENTRAL, CENTRAL, HONG KONG AT 1:00 p.m. ON TUESDAY, 12 JUNE 2018 OR AT ANY ADJOURNMENT THEREOF

I/We (Note 2) of

being the registered holder(s) of (Note 1) H Share(s)/domestic share(s) of RMB1.00 each in the share capital of Jujiang Construction Group Co., Ltd. (the “ Company ”), HEREBY APPOINT (Note 3) THE CHAIRMAN OF THE MEETING or of as my/our proxy to attend at the annual general meeting of the Company (the “ Meeting ”) (and at any adjournment thereof) to be held at Conference Room (Asuka), TKP International Limited, 23/F, Euro Trade Centre, 21-23 Des Voeus Road Central, Central, Hong Kong at 1:00 p.m. on Tuesday, 12 June 2018 for the purpose of considering and, if thought fit, passing the following resolutions as set out in the notice convening the Meeting, and vote for me/us and in my/our names in respect of the resolutions as indicated below, or, if no such indication is given, as my/our proxy thinks fit.

ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	FOR (Note 4)	AGAINST (Note 4)	ABSTAIN (Note 4)
1.	To consider and approve the report of the board (the “Board”) of directors of the Company (the “Directors”)for theyear ended 31 December 2017
2.	To consider and approve the report of the board of supervisors of the Company for theyear ended 31 December 2017
3.	To consider and approve the report of the auditors and the audited consolidated financial statements of the Companyfor theyear ended 31 December 2017
4.	To consider and approve the reappointment of Ernst & Young as the auditor of the Company, to hold office until the conclusion of the next annual general meeting of the Companyand to authorise the Board to fix their remuneration
5.	To consider and, if thought fit, approve the resolution regarding the election of Directors of the second session of the Board (This resolution is effected by cumulative voting process)	Cumulative votes (Note 10) (Please fill in the number of votes for 5.1 to 5.9 below)
	5.1 election of Mr. Lv Yaonengas an executive Director of the Company
	5.2 election of Mr. Lv Dazhongas an executive Director of the Company
	5.3 election of Mr. Li Jinyan as an executive Director of the Company
	5.4 election of Mr. Lu Zhichengas an executive Director of the Company
	5.5 election of Mr. Shen Haiquan as an executive Director of the Company
	5.6 election of Mr. ZhengGangas an executive Director of the Company
	5.7 election of Mr. Yu Jingxuan as an independent non-executive Director of the Company
	5.8 election of Mr. Lin Tao as an independent non-executive Director of the Company
	5.9 election of Mr. Wong Ka Wai as an independent non-executive Director of the Company
6.	To consider and, if thought fit, approve the resolution regarding the election of Shareholder representative Supervisors of the second session of the board of Supervisors(This resolution is effected bycumulative voting process)	Cumulative votes (Note 10) (Please fill in the number of votes for 6.1 to 6.2 below)
	6.1 election of Mr. Zhu Jialian as a Shareholder representative Supervisor
	6.2 election of Mr. Chen Xiangjiangas a Shareholder representative Supervisor
7.	To authorise the Board to fix the remuneration of the Directors and Supervisors

SPECIAL RESOLUTIONS	SPECIAL RESOLUTIONS	SPECIAL RESOLUTIONS	SPECIAL RESOLUTIONS	FOR (Note 4)	AGAINST (Note 4)	ABSTAIN (Note 4)
8.	To give a general mandate to the Board to allot, issue and deal with additional domestic shares not exceeding 20% of the domestic shares of the Company in issue and additional H shares not exceeding20% of the H Shares of the Companyin issue
9.	To consider and approve the proposed public or non-public issuance of the corporate bonds with an aggregate principal of not exceeding RMB500 million (the “RMB Bonds”)with respect of each of the following:
	9.1 Issue size of the RMB Bonds
	9.2 Arrangement onplacement to existingshareholders of the Company
	9.3 Types of bonds and maturity
	9.4 Par value,bond interest rates and repayment method ofprincipal and interest
	9.5 Issue methods and issue targets
	9.6 Guarantee arrangement
	9.7 Redemption terms or repurchase terms
	9.8 Use ofproceeds
	9.9 Place of listing
	9.10 Validityof the resolution
10.	To approve the proposal on the authorization to the Board or the person(s) authorized by the Board to handle relevant matters in connection with the public or non-public issuance of RMB Bonds.
Dated this		day of	2018 Signature(s)(note 6)

Notes:

1. Please insert the number and type of share(s) registered in your name(s) relating to this revised form of proxy. If no number is inserted, this revised form of proxy will be deemed to relate to all of the shares in the capital of the Company registered in your name(s).

2. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

3. If any proxy other than the Chairman is preferred, please strike out “ THE CHAIRMAN OF THE MEETING ” here inserted and insert the name and address of the proxy desired in the space provided. You may appoint one or more proxies to attend the Meeting. A proxy need not be a shareholder of the Company but must attend the Meeting in person to represent you. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS PROXY. ANY ALTERATION MADE TO THIS REVISED FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED “AGAINST”, YOUR VOTING WILL BE COUNTED IN THE TOTAL NUMBER OF VOTES CAST IN THAT RESOLUTION FOR THE PURPOSE OF CALCULATING THE RESULT OF THAT RESOLUTION. Failure to complete any or all of the boxes will entitle your proxy to cast his/her/its votes at his/her/its discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

5. Any member of the Company (“ Member ”) entitled to attend and vote at the Meeting shall be entitled to appoint another person (who must be an individual) as his/ her/its proxy to attend and vote instead of him/her/it and a proxy so appointed shall have the same right as the Member to speak at the Meeting. On a poll, votes may be given either personally or by proxy. A proxy need not be a Member. A Member may appoint more than one proxy to attend on the same occasion.

6. This revised form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either executed under its seal or under the hand of an officer or attorney duly authorised. If the revised proxy form is signed by an attorney of the shareholder, the power of attorney authorising that attorney to sign or other document(s) of authorisation must be notarized.

7. In order to be valid, this revised proxy form for the Meeting must be deposited by hand or post, for holders of H shares of the Company, to the H share registrar of the Company Tricor Investor Services Ltd. at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong and, for holders of domestic shares of the Company, to the headquarters in the PRC of the Company not less than 24 hours before the time for holding the Meeting (or any adjournment thereof) for taking the poll (the “Closing Time”). If the revised proxy form is signed by a person under a power of attorney or other authority, a notarial copy of that power of attorney or authority shall be deposited at the same time as mentioned in the revised proxy form. Completion and return of the revised proxy form will not preclude shareholders from attending and voting in person at the Meeting or any adjourned meetings should they so wish.

8. If the proxy is a legal person, its legal representative or any representative authorised by a resolution of its board of directors or by other governing body shall attend the above meeting of the Company on its behalf. If the shareholder is a recognized clearing house (or its proxy) defined by the Hong Kong relevant Ordinance from time to time, the shareholder may authorise one or more persons it considers appropriate as its representative(s) at the above meeting; however, if more than one person are authorized, the power of attorney shall contain the number and class of shares for which such persons are authorized, and shall be signed by an authorised personnel of the recognised clearing house. The person(s) so authorised can represent the recognised clearing house (or its proxy) to attend the meeting and exercise its right, as if the persons are the Company’s individual shareholders, and shall not be required to produce evidence of shareholding, the notarised power of attorney and/or further evidence to prove that he/ she/they have been duly authorised.

9. 1. In case of joint shareholder for any share, only the person whose name is at the first place on the register of shareholders has the rights to receive the certificate of relevant shares and notice from the Company and to attend or exercise all of the votes relating to the shares.

10. Shareholders or their proxies shall provide their identity documents when attending the AGM.

11. Regarding resolutions number 5.1 to 5.9 and 6.1 to 6.2, cumulative voting system will be used. The term “cumulative voting” means that, when the Shareholders’ meeting is electing directors or supervisors, each Share represents the voting rights equivalent to the number of the directors or supervisors to be elected. The total number of voting rights held by each shareholder is equivalent to the product of shares held by him/her multiplying the number of directors or supervisors to be elected.The voting rights owned by Shareholders can be used in a concentrated manner. The Shareholders may use all of the votes concentrating on one particular person, or may distribute the votes for electing several persons. When the total votes cast by a Shareholder on some candidate Directors or Supervisors exceeds the total votes to which he/she is entitled, all the votes cast will become invalid and be regarded as abstain votes; when the total votes cast by a Shareholder for some candidate Directors or Supervisors are less than the total votes to which he/she is entitled, the votes are valid and the remaining votes will be regarded as abstain votes.

12. Election shall depend on the number of voting right that each director or supervisor candidate gets and those getting more shall win the election. Meanwhile, the number of voting right that each winning director or supervisor gets shall not be less than half of total number of shares held by the shareholders that are present in the Shareholders’ general meeting (according to the number of shares not cumulated).

13. Where the elected Directors or Supervisors at the general meeting are less than Directors or Supervisors to be elected, and the number of the elected directors or supervisors is more than two thirds of the number of the members of the Board of Directors or the Board of Supervisors, the vacancy shall be filled up in the next Shareholders’ general meeting. If the number of the elected directors or supervisors is less than the number of the directors or supervisors to be elected, and the number of the elected directors or supervisors is also less than two thirds of the number of the members of the Board of Directors or the Board of Supervisors prescribed in the Articles of Association, the candidates of directors or supervisors failed to be elected shall have a second election. When holding the second election of Directors or Supervisors in accordance with the aforesaid matters, the general meeting shall recount the number of cumulative votes of Shareholders based on the number of candidates to be elected in each round of election.If the above-mentioned requirement has not been satisfied after the second election, the Company shall convene another Shareholders’ general meeting within two months after the completion of this Shareholders’ general meeting for the election of directors or supervisors to fill up the vacancies.

14. Shareholders who have lodged the proxy form(s) despatched on 27 April 2018 (the “ Original Proxy Form ”) with the Company prior to the dispatch date of this revised proxy form (i.e. 8 May 2018) should note that:

15. (i) If no revised proxy form is lodged with the Company’s Hong Kong share registrar prior to the Closing Time, the Original Proxy Form (if duly completed) will be treated as a valid form of proxy lodged by him or her if correctly completed and signed and returned in accordance with the instructions printed thereon. The proxy appointed by the Shareholder will be entitled to vote at his/her discretion or abstain on any resolution properly proposed to the Meeting.

16. (ii) If this revised proxy form (if duly completed) is lodged with the Company’s Hong Kong share registrar prior to the Closing Time, the revised proxy form will revoke and supersede the relevant Original Proxy Form previously lodged by him or her. The revised proxy form will be treated as a valid form of proxy lodged by such Shareholder if correctly completed and signed and returned in accordance with the instructions printed thereon.

17. (iii) If the duly completed and signed revised proxy form is lodged with the Company’s Hong Kong share registrar after the Closing Time, the revised proxy form will be invalid. However, it will revoke the Original Proxy Form previously lodged by such Shareholder, and any vote that may be cast by the purported proxy (whether appointed under the Original Proxy Form or the revised proxy form) will not be counted in any poll which will be taken on any proposed resolution.

Accordingly, Shareholders are advised not to lodge this revised proxy form after the Closing Time. In such case, if any Shareholder wishes to vote at the Meeting, he/she will have to attend in person and vote at the relevant meeting himself/herself. Completion and return of the Original Proxy Form and/or this revised proxy form will not preclude Shareholders from attending and voting in person at the Meeting or any adjournment thereof should he/she so wish.