Jujiang Construction Group Co., Ltd. — AGM Information 2019

Apr 29, 2019

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular, or as to the action to be taken, you should consult your stockbroker or other licensed securities dealer, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in Jujiang Construction Group Co., Ltd. (巨匠建設集團股份有限公 司) (the “ Company ”), you should at once hand this circular and the accompanying form of proxy and reply slip to the purchaser(s) or transferee(s) or to the bank, stockbroker or licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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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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)

PROPOSALS FOR (1) GENERAL MANDATES TO ISSUE NEW SHARES (2) MERGED OF JUJIANG MUNICIPAL LANDSCAPING (3) MERGED OF JUJIANG BUILDING MATERIALS (4) MERGED OF JUJIANG DESIGN (5) PROFIT DISTRIBUTION FOR 2018

(6) EXPANSION OF THE SCOPE OF BUSINESS AND THE CORRESPONDING AMENDMENTS OF THE ARTICLES OF ASSOCIATION AND

NOTICE OF ANNUAL GENERAL MEETING

Capitalized terms used in this cover page shall have the same meanings as those defined in the section headed “Definitions” in this circular.

A letter from the Board is set out on pages 3 to 16 of this circular. A notice convening the AGM to be held at 17/F Skyway Centre, 23 Queen’s Road West, Sheung Wan, Hong Kong at 1:00 p.m. on Friday, 28 June 2019, is set out on pages AGM-1 to AGM-4 of this circular.

Shareholders who intend to attend the AGM should complete the reply slip and return it by hand or by post to the H share registrar of the Company (for holders of H shares of the Company) or to the head office in the PRC of the Company (for holders of domestic shares of the Company) on or before Thursday, 6 June 2019.

Shareholders who are entitled to attend and vote at the AGM may appoint one or more proxies to attend and vote on their behalves. A proxy need not be a Shareholder. In order to be valid, the proxy form for the AGM must be deposited by hand or by 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 AGM (or any adjournment thereof) for taking the poll. If the 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 proxy form. Completion and return of the proxy form will not preclude shareholders from attending and voting in person at the AGM or any adjourned meetings should they so wish.

30 April 2019

CONTENTS

	Page
DEFINITIONS 1
LETTER FROM THE BOARD 3
NOTICE OF AGM AGM-1

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DEFINITIONS

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

• “AGM” the annual general meeting of the Company to be convened and held on 17/F Skyway Centre, 23 Queen’s Road West, Sheung Wan, Hong Kong at 1:00 p.m. on Friday, 28 June 2019, notice of which is set out on pages AGM-1 to AGM-4 of this circular, and any adjournment thereof

• “Articles of Association” the articles of association of the Company as amended, modified or otherwise supplemental from time to time

• “Board” the board of Directors of the Company

• “Company” Jujiang Construction Group Co., Ltd. (巨匠建設集團股份有限公 司), a joint stock company established in the PRC with limited liability, whose H Shares are listed and traded on the Hong Kong Stock Exchange (stock code: 1459)

• “Director(s)” director(s) of the Company

• “Domestic Share(s)” ordinary share(s) issued by the Company in the PRC with a nominal value of RMB1.00 each, which are subscribed for or credited as paid up in RMB by PRC natural persons or entities established under the laws of the PRC

• “General Mandate” the general unconditional mandate to be granted by Shareholders to the Directors to allot and issue new domestic shares and/or H shares of the Company representing up to 20% of each of the total number of the Domestic Shares and/or H Shares as the case may be, that are issued and outstanding as at the date of the resolution to grant the general mandate

• “Group” the Company and its subsidiaries

• “H Share(s)” overseas listed foreign invested shares in the share capital of the Company, which are listed on the main board of the Stock Exchange with a nominal value of RMB1.00 each

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong

• “Hong Kong”

the Hong Kong Special Administrative Region of the PRC

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DEFINITIONS

• “Jujiang Building Materials” Zhejiang Kepuao Building Materials Trading Co., Ltd.* (浙江科普 奧建材貿易有限公司), a limited liability company incorporated in the PRC on 21 February 2013 and a wholly owned subsidiary of the Company

• “Jujiang Design” Zhejiang Jujiang Construction Surveying and Design Co., Ltd.* (浙 江巨匠建築勘察設計有限公司), collective economic enterprise incorporated in the PRC on 29 September 1985 and was converted into a limited liability company on 29 May 2003 and a wholly owned subsidiary of the Company

• “Jujiang Municipal Landscaping” Zhejiang Jujiang Municipal Landscaping Engineering Co., Ltd.* (浙 江巨匠市政園林綠化工程有限公司), a limited liability company incorporated in the PRC on 12 October 2007 and a wholly owned subsidiary of the Company

• “Latest Practicable Date” 6 May 2019, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange as amended, modified or otherwise supplemental from time to time

• “PRC” The People’s Republic of China which shall, for the purpose of this circular, excludes Hong Kong Special Administrative Region, the Macau Special Administrative Region of the PRC and Taiwan

• “RMB” Renminbi, the lawful currency of the PRC

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

• “Shareholder(s)” holder(s) of the Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “%” per cent

• English transliteration for identification purpose only

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LETTER FROM THE BOARD

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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)

Executive Directors: Registered Office: Mr. Lyu Yaoneng (呂耀能) (Chairman) Gaoqiao Town Mr. Lyu Dazhong (呂達忠) Jiaxing City Mr. Li Jinyan (李錦燕) Zhejiang Province Mr. Lu Zhicheng (陸志城) PRC Mr. Shen Haiquan (沈海泉) Mr. Zheng Gang (鄭剛) Headquarters in the PRC No. 669 Qingfeng South Road (South) Independent Non-executive Directors: Tongxiang City Mr. Yu Jingxuan (余景選) Zhejiang Province Mr. Lin Tao (林濤) PRC Mr. Wong Ka Wai (王加威) Principal Place of Business in Hong Kong: 28/F, Henley Building, 5 Queen’s Road Central, Central, Hong Kong 30 April 2019

To the Shareholders,

Dear Sir or Madam,

PROPOSALS FOR (1) GENERAL MANDATES TO ISSUE NEW SHARES

(2) MERGED OF JUJIANG MUNICIPAL LANDSCAPING

(3) MERGED OF JUJIANG BUILDING MATERIALS

(4) MERGED OF JUJIANG DESIGN

(5) PROFIT DISTRIBUTION FOR 2018

(6) EXPANSION OF THE SCOPE OF BUSINESS AND THE CORRESPONDING AMENDMENTS OF THE ARTICLES OF ASSOCIATION AND NOTICE OF ANNUAL GENERAL MEETING

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LETTER FROM THE BOARD

I. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information on, among other things, the following resolutions to be put forward at the AGM: (1) to grant the Directors the General Mandate to issue new shares, (2) merged of Jujiang Municipal Landscaping, (3) merged of Jujiang Building Materials, (4) merged of Jujiang Design, (5) profit distribution for 2018, (6) expansion of the scope of business, and (7) the other matters contained in the notice of AGM, so that the Shareholders may make an informed decision on voting in respect of the resolutions to be tabled at the AGM.

II. PROPOSED GRANT OF GENERAL MANDATE TO ISSUE NEW SHARES

Pursuant to the resolutions passed by Shareholders on 12 June 2018, the Directors were granted general mandate to allot and issue new Domestic Shares and/or H Shares, either separately or concurrently, not exceeding 20% of the number of our Domestic Shares in issue and/or H Shares in issue as at the date of passing such resolution to grant the general mandate.

The above general mandates will expire at the conclusion of the AGM. The General Mandate to issue new Shares will be put forward at the AGM for Shareholders’ approval as a special resolution. For details, please refer to special resolution No. 7 of the notice of the AGM contained in pages AGM-1 to AGM-4 of this circular.

As at the Latest Practicable Date, the issued share capital of the Company comprised of 400,000,000 Domestic Shares and 133,360,000 H Shares. Subject to the grant of the General Mandate to issue new Shares at the AGM and on the basis that no Shares will be issued before the AGM, if the General Mandate is exercised in full, the Board will have the power to issue up to 80,000,000 Domestic Shares and 26,672,000 H Shares, representing 20% of the total number of the Shares in issue.

Any exercise of the power by the Board under the General Mandate shall comply with the Company Law of the PRC and the Listing Rules (as amended from time to time) and only if all necessary approvals from the CSRC and/or other relevant PRC government authorities are obtained. The Board has no plan to issue new Shares pursuant to the General Mandate at present.

The General Mandate will expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company; (b) the expiration of a period of twelve months following the passing of the relevant resolution at the AGM; or (c) the revocation or variation of the authority given by a special resolution of the Company in general meeting approving the General Mandate.

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LETTER FROM THE BOARD

III. MERGER BY CONSOLIDATION OF JUJIANG MUNICIPAL LANDSCAPING

The “Resolution on Merger by Consolidation of Jujiang Municipal Landscaping” was considered and approved at the third meeting of the Board for Second Term on 29 March 2019, at which it was agreed that the Company shall carry out a general merger by consolidation of Jujiang Municipal Landscaping, a wholly-owned subsidiary of the Company. Upon completion of the merger, the Company will continue to subsist, and the status of Jujiang Municipal Landscaping as an independent legal entity will be cancelled.

General Information About the Parties to the Merger

(1) Merging party: the Company

The Company was formerly incorporated on 25 October 1965 in accordance with the relevant provisions of the Company Law of the PRC. It was listed on the Hong Kong Stock Exchange on 12 January 2016. The registered capital of the Company is RMB533.36 million and the registered address is Gaoqiao Town, Tongxiang City, Zhejiang Province. According to the Chinese Accounting Standards for Business Enterprises, the Company’s total assets were RMB5.2 billion and total liabilities were RMB3.9 billion, while total owner’s equity was RMB1.3 billion, as at 31 December 2018.

(2) Merged party: Jujiang Municipal Landscaping

Jujiang Municipal Landscaping was incorporated on 11 October 2007 in accordance with the relevant provisions of the Company Law of the PRC. The registered capital of the Jujiang Municipal Landscaping is RMB50 million, and the registered address is Market Town, Gaoqiao Town, Tongxiang City. According to the Chinese Accounting Standards for Business Enterprises, Jujiang Municipal Landscaping’s total assets were RMB294.1 million and total liabilities were RMB241.4 million, while total owner’s equity was RMB52.7 million, as at 31 December 2018.

Method, Scope and Relevant Arrangements in Respect of the Merger by Consolidation

• (1) The Company will have all the assets, liabilities and businesses of Jujiang Municipal Landscaping merged by way of a general merger by consolidation. Upon completion of the merger, the Company will continue to subsist, and the status of Jujiang Municipal Landscaping as an independent legal entity will be cancelled.

• (2) Upon completion of the merger, all the assets of Jujiang Municipal Landscaping, including but not limited to the fixed assets and current assets, will be incorporated into the Company; the liabilities as well as other due obligations and responsibilities of Jujiang Municipal Landscaping will be succeeded by the Company.

• (3) The parties to the merger will carry out their respective review, notice and announcement procedures, and enter into a merger agreement.

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LETTER FROM THE BOARD

• (4) The parties to the merger will fully cooperate on selecting highly trained personnel to form an ad hoc working group to jointly complete the matters related to the merger by consolidation, including but not limited to the procedures for handling the transfer of assets and the change in the registration of the ownership of related assets.

• (5) Upon completion of the merger, Jujiang Municipal Landscaping will be deregistered.

• (6) Carry out other procedures as required by laws and regulations or regulatory requirements of PRC.

• (7) According to the provisions of the Articles of Association, the merger by consolidation is required to be submitted to the Shareholders’ general meeting of the Company for consideration and approval.

Purposes of the Merger by Consolidation and Their Impact on the Company

• (1) The merger by consolidation will help the Company optimize resource allocation, raise management efficiency and reduce management costs.

• (2) Jujiang Municipal Landscaping, as a wholly-owned subsidiary of the Company, has 100% of its financial statements included in the scope of the consolidated financial statements of the Company. It is expected that the merger will not have a material impact on the current profits and losses of the Company.

According to the Articles of Association, the Board proposed to submit a special resolution at the AGM to consider and approve the Company’s merger by consolidation of Jujiang Municipal Landscaping, a wholly-owned subsidiary of the Company, in order to authorize the Board to handle the matters related to the method, scope and relevant arrangements in respect of the merger by consolidation (including but not limited to the approval, authorization and ratification of the entry into the merger agreement by the Directors as well as the handling of procedures for the transfer of assets and the change in the registration of the ownership of related assets). No prior approval of the related matters by Shareholders is required under the Listing Rules.

Iv. MERGER BY CONSOLIDATION OF JUJIANG BUILDING MATERIALS

The “Resolution on Merger by Consolidation of Jujiang Building Materials” was considered and approved at the third meeting of the Board for Second Term on 29 March 2019, at which it was agreed that the Company shall carry out a general merger by consolidation of Jujiang Building Materials. Upon completion of the merger, the Company will continue to subsist, and the status of Jujiang Building Materials as an independent legal entity will be cancelled.

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LETTER FROM THE BOARD

General Information About the Parties to the Merger

(1) Merging party: the Company

The Company was formerly incorporated on 25 October 1965 in accordance with the relevant provisions of the Company Law of the PRC. It issued H shares and was listed on the Hong Kong Stock Exchange on 12 January 2016. The registered capital of the Company is RMB533.36 million and the registered address is Gaoqiao Town, Tongxiang City, Zhejiang Province. According to the Chinese Accounting Standards for Business Enterprises, the Company’s total assets were RMB5.2 billion and total liabilities were RMB3.9 billion, while total owner’s equity was RMB1.3 billion, as at 31 December 2018

(2) Merged party: Jujiang Building Materials

Jujiang Building Materials was incorporated on 21 February 2013 in accordance with the relevant provisions of the Company Law of the PRC. The registered capital of the Conference Center Development Company is RMB30 million, and the registered address is 3rd Floor, Block 1, No. 1087 Development Avenue, Wutong Street, Tongxiang City. According to the Chinese Accounting Standards for Business Enterprises, Jujiang Building Materials’s total assets were RMB42.7 million and total liabilities were RMB25.0 million, while total owner’s equity was RMB17.7 million, as at 31 December 2018.

Method, Scope and Relevant Arrangements in Respect of the Merger by Consolidation

• (1) The Company will have all the assets, liabilities and businesses of Jujiang Building Materials merged by way of a general merger by consolidation. Upon completion of the merger, the Company will continue to subsist, and the status of Jujiang Building Materials as an independent legal entity will be cancelled.

• (2) Upon completion of the merger, all the assets of Jujiang Building Materials including but not limited to the fixed assets and current assets, will be incorporated into the Company; the liabilities as well as other due obligations and responsibilities of Jujiang Building Materials will be inherited by the Company.

• (3) The parties to the merger will carry out their respective consideration, notice and announcement procedures, and enter into a merger agreement.

• (4) The parties to the merger will fully cooperate on selecting highly trained personnel to form an ad hoc working group to jointly complete the matters related to the merger by consolidation, including but not limited to the procedures for handling the transfer of assets and the change in the registration of the ownership of related assets.

• (5) Upon completion of the merger, Jujiang Building Materials will be deregistered.

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LETTER FROM THE BOARD

• (6) Carry out other procedures as required by laws and regulations or regulatory requirements.

• (7) According to the provisions of the Articles of Association, the merger by consolidation is required to be submitted to the Shareholders’ general meeting of the Company for consideration and approval.

Purposes of the Merger by Consolidation and Their Impact on the Company

• (1) The merger by consolidation will help the Company optimize resource allocation, raise management efficiency and reduce management costs.

• (2) Jujiang Building Materials as a wholly-owned subsidiary of the Company, has 100% of its financial statements included in the scope of the consolidated financial statements of the Company. It is expected that the merger will not have a material impact on the current profits and losses of the Company.

According to the Articles of Association, the Board proposed to submit a special resolution at the EGM to consider and approve the Company’s merger by consolidation of Jujiang Building Materials, a wholly-owned subsidiary of the Company, in order to authorize the Board to handle the matters related to the method, scope and relevant arrangements in respect of the merger by consolidation (including but not limited to the approval, authorization and ratification of the entry into the merger agreement by the Directors as well as the handling of procedures for the transfer of assets and the change in the registration of the ownership of related assets). No prior approval of the related matters by Shareholders is required under the Listing Rules.

v. MERGER BY CONSOLIDATION OF JUJIANG DESIGN

The “Resolution on Merger by Consolidation of Jujiang Design” was considered and approved at the third meeting of the Board for Second Term on 29 March 2019, at which it was agreed that the Company shall carry out a general merger by consolidation of Jujiang Design. Upon completion of the merger, the Company will continue to subsist, and the status of Zhejiang Jujiang Construction Surveying and Design Co., Ltd. as an independent legal entity will be cancelled.

General Information About the Parties to the Merger

• (1) Merging party: the Company

The Company was formerly incorporated on 25 October 1965 in accordance with the relevant provisions of the Company Law of the PRC. It issued H shares and was listed on the Hong Kong Stock Exchange on 12 January 2016. The registered capital of the Company is RMB533.36 million and the registered address is Gaoqiao Town, Tongxiang City, Zhejiang Province. According to the Chinese Accounting Standards for Business Enterprises, the Company’s total assets were RMB5.2 billion and total liabilities were RMB3.9 billion, while total owner’s equity was RMB1.3 billion, as at 31 December 2018.

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LETTER FROM THE BOARD

• (2) Merged party: Zhejiang Jujiang Construction Surveying and Design Co., Ltd.

Zhejiang Jujiang Construction Surveying and Design Co., Ltd.*, collective economic enterprise incorporated in the PRC on 29 September 1985 and was converted into a limited liability company on 29 May 2003 and a wholly owned subsidiary of the Company. The registered capital of the Conference Center Development Company is RMB10 million, and the registered address is No. 10 Park Road, Wutong Street, Tongxiang City (5th Floor, Erqing Building). According to the Chinese Accounting Standards for Business Enterprises, Zhejiang Jujiang Construction Surveying and Design Co., Ltd.’s total assets were RMB31.7 million and total liabilities were RMB17.1 million, while total owner’s equity was RMB14.6 million, as at 31 December 2018.

Method, Scope and Relevant Arrangements in Respect of the Merger by Consolidation

• (1) The Company will have all the assets, liabilities and businesses of Zhejiang Jujiang Construction Surveying and Design Co., Ltd. merged by way of a general merger by consolidation. Upon completion of the merger, the Company will continue to subsist, and the status of Zhejiang Jujiang Construction Surveying and Design Co., Ltd. as an independent legal entity will be cancelled.

• (2) Upon completion of the merger, all the assets of Zhejiang Jujiang Construction Surveying and Design Co., Ltd., including but not limited to the fixed assets and current assets, will be incorporated into the Company; the liabilities as well as other due obligations and responsibilities of Zhejiang Jujiang Construction Surveying and Design Co., Ltd. will be inherited by the Company.

• (3) The parties to the merger will carry out their respective consideration, notice and announcement procedures, and enter into a merger agreement.

• (4) The parties to the merger will fully cooperate on selecting highly trained personnel to form an ad hoc working group to jointly complete the matters related to the merger by consolidation, including but not limited to the procedures for handling the transfer of assets and the change in the registration of the ownership of related assets.

• (5) Upon completion of the merger, Zhejiang Jujiang Construction Surveying and Design Co., Ltd. will be deregistered.

• (6) Carry out other procedures as required by laws and regulations or regulatory requirements.

• (7) According to the provisions of the Articles of Association, the merger by consolidation is required to be submitted to the Shareholders’ general meeting of the Company for consideration and approval.

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LETTER FROM THE BOARD

Purposes of the Merger by Consolidation and Their Impact on the Company

• (1) The merger by consolidation will help the Company optimize resource allocation, raise management efficiency and reduce management costs.

• (2) Zhejiang Jujiang Construction Surveying and Design Co., Ltd., as a wholly-owned subsidiary of the Company, has 100% of its financial statements included in the scope of the consolidated financial statements of the Company. It is expected that the merger will not have a material impact on the current profits and losses of the Company.

According to the Articles of Association, the Board proposed to submit a special resolution at the EGM to consider and approve the Company’s merger by consolidation of Jujiang Design in order to authorize the Board to handle the matters related to the method, scope and relevant arrangements in respect of the merger by consolidation (including but not limited to the approval, authorization and ratification of the entry into the merger agreement by the Directors as well as the handling of procedures for the transfer of assets and the change in the registration of the ownership of related assets). No prior approval of the related matters by Shareholders is required under the Listing Rules.

vI. PROPOSALS OF PROFIT DISTRIBUTION FOR 2018

The Company will propose an ordinary resolution at the AGM for the consideration and, if thought fit, approval of the declaration and payment of dividends. A final dividend of 4.0 HK cents in cash (before tax) per share based on the number of shares held by H shareholders registered as at the close of business on the record date for profit distribution and dividend payment will be proposed, and a Director will be authorized to deal with matters pertaining to profit distribution for 2018. The Company’s total share capital was 533,360,000 shares (including Domestic Shares and H Shares) as at 31 December 2018. Dividend payments are expected to be made to Shareholders on 23 August 2019.

In respect of the Company’s distribution of final dividend to Shareholders whose names appear on the H share register of the Company on the H Share record date, the Company will process income tax payable on dividends and profit distributions in accordance with relevant taxation laws and regulations of China. The details are as follow:

1. In connection with overseas non-resident corporate H shareholders, a 10% enterprise income tax to be withheld and paid on behalf of such shareholders by the Company shall apply in accordance with relevant provisions of the Notice of the State Administration of Taxation on issues concerning the withholding and payment of enterprise income tax on dividends paid by Chinese resident enterprises to overseas non-resident corporate H shareholders (Guo Shui Han [2008] No. 897) (《關於中國居民企業向境外H股非居民企業股東派發股息代扣代繳企 業所得稅有關問題的通知》（國稅函[2008]897號)). Any H shares registered in the name of non-resident individual H shareholders, including HKSCC Nominees Limited, other nominees or trustees, or other organisations or groups, will be treated as shares being held by nonresident corporate H shareholders, and consequently will be subject to the withholding of the enterprise income tax.

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LETTER FROM THE BOARD

1. Pursuant to relevant laws and regulations and regulatory documents such as the Individual Income Tax Law of the People’s Republic of China (《中華人民共和國個人所得稅法》), the Implementation Rules of the Individual Income Tax Law of the People’s Republic of China (《中華人民共和國個人所得稅法實施條例》), the Notice of the State Administration of Taxation in relation to the Administrative Measures on Preferential Treatment Entitled by Non-residents under Tax Treaties (Tentative) (Guo Shui Fa [2009] No. 124) (《國家稅 務總局關於印發〈非居民享受稅收協議待遇管理辦法(試行)〉的通知》 (國稅發[2009]124 號)) and the Notice of the State Administration of Taxation on the Issues Concerning the Levy and Administration of Individual Income Tax After the Repeal of Guo Shui Fa [1993] No. 45 (Guo Shui Han [2011] No. 348) (《國家稅務總局關於國稅發[1993]45號文件廢止後 有關個人所得稅徵管問題的通知》 (國稅函[2011]348號)), dividends received by overseas resident individual shareholders from the stocks issued by domestic nonforeign investment enterprises in Hong Kong is subject to the payment of individual income tax, which shall be withheld by the withholding agents. However, overseas resident individual shareholders of the stocks issued by domestic nonforeign investment enterprises in Hong Kong are entitled to the relevant preferential tax treatment pursuant to the provisions in the tax agreements signed between the countries in which they are residents and China, or the tax arrangements between Mainland China and Hong Kong (and Macau). For individual holders of H shares, dividends payable to them are subject to the individual income tax withheld at a tax rate of 10% in general unless otherwise specified by the tax regulations and the relevant tax agreements.

vII. PROPOSED EXPANSION OF THE SCOPE OF BUSINESS AND THE CORRESPONDING AMENDMENTS TO THE ARTICLES OF ASSOCIATION

In line with the needs for business development, the Company needs to expand the existing scope of business as “general business projects: general contracting of project construction, general contracting of projects, project management; development of and advising on construction project technology; rental and installation of mechanical equipment; assembly and installation of steel structural components; wholesaling and retailing of building materials; project management services as well as survey and design; general contracting of construction of municipal public works, construction and maintenance of sports facility and landscaping projects, pipeline dredging, as well as sales and installation of facilities and equipment for bus shelters, stations and public bicycle booths. (for those projects subject to approval according to law, business activities may be carried out only upon approval by relevant departments)”. Moreover, the Company’s domicile was changed to “No. 669, Qingfeng South Road (South), Tongxiang City, Zhejiang Province”; the fax number was changed to “(86) 0573 80880902”. Amendments will be made

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LETTER FROM THE BOARD

to the Articles of Association accordingly, details of which are set out in the table below. The Articles of Association was written in Chinese without an official English version. Therefore, any English version is for reference only. In case of any discrepancy, the Chinese version shall prevail.

Original Article

Amended Article

Article 17 As registered in accordance the law, scope of business of the Company is as follows: Contracting house building and design engineering; Generally contracting architectural engineering construction; Construction industry designing business; Other sorts of general contract or specialized contract; sales in decorating materials for construction except dangerous chemicals. (Selling approved projects according to law, undertaking business activities after getting approval by relevant authorities).

Article 17 Registered according to law, the scope of business of the Company shall be: general business projects: general contracting of project construction, general contracting of projects, project management; development of and advising on construction project technology; rental and installation of mechanical equipment; assembly and installation of steel structural components; wholesaling and retailing of building materials; project management services as well as survey and design; general contracting of construction of municipal public works, construction and maintenance of sports facility and landscaping projects, pipeline dredging, as well as sales and installation of facilities and equipment for bus shelters, stations and public bicycle booths. (for those projects subject to approval according to law, business activities may be carried out only upon approval by relevant departments).

Article 5 Domicile of the Company: Gaoqiao Article 5 Domicile of the Company: No. 669, Town, Tongxiang City, Zhejiang Province Qingfeng South Road (South), Tongxiang City, Postal code: 314500 Zhejiang Province Telephone number: (86) 0573 80880907 Postal code: 314500 Facsimile number: (86) 0573 88104880 Telephone number: (86) 0573 80880907 Facsimile number: (86) 0573 80880902

Since the Company is required to handle relevant procedures for the expansion of the scope of business at the market regulatory authorities, the specific additional items in the scope of business will be subject to that the scope of business finally filed with the market regulatory authorities of the PRC. The Company will submit to the AGM for authorizing the Board to handle the specific matters related to the expansion of the scope of business and the amendments to the Articles of Association.

The Company will submit to the AGM for authorizing any Director or the secretary to the Board to handle the procedures for filing, amendment and registration (if necessary) related to the amendments to the Articles of Association and other related matters on behalf of the Company according to law.

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LETTER FROM THE BOARD

Notice of General Meeting:

One more resolution added:

Resolution in relation to expansion of the scope of business and amendments to the Articles of Association

• (1) In line with the needs for business development, the Company needs to expand the existing scope of business as “general business projects: general contracting of project construction, general contracting of projects, project management; development of and advising on construction project technology; rental and installation of mechanical equipment; assembly and installation of steel structural components; wholesaling and retailing of building materials; project management services as well as survey and design; general contracting of construction of municipal public works, construction and maintenance of sports facility and landscaping projects, pipeline dredging, as well as sales and installation of facilities and equipment for bus shelters, stations and public bicycle booths. (for those projects subject to approval according to law, business activities may be carried out only upon approval by relevant departments)”. Moreover, the Company’s domicile was changed to “No. 669, Qingfeng South Road (South), Tongxiang City, Zhejiang Province”; the fax number was changed to “(86) 0573 80880902”.

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LETTER FROM THE BOARD

• (2) Agree to amend the related articles of the Articles of Association, details of which are as below:

Original Article

Amended Article

Article 17 As registered in accordance the law, scope of business of the Company is as follows: contracting house building and design engineering; generally contracting architectural engineering construction; construction industry designing business; other sorts of general contract or specialized contract; sales in decorating materials for construction except dangerous chemicals. (Selling approved projects according to law, undertaking business activities after getting approval by relevant authorities).

Article 17 Registered according to law, the scope of business of the Company shall be: general business projects: general contracting of project construction, general contracting of projects, project management; development of and advising on construction project technology; rental and installation of mechanical equipment; assembly and installation of steel structural components; wholesaling and retailing of building materials; project management services as well as survey and design; general contracting of construction of municipal public works, construction and maintenance of sports facility and landscaping projects, pipeline dredging, as well as sales and installation of facilities and equipment for bus shelters, stations and public bicycle booths. (for those projects subject to approval according to law, business activities may be carried out only upon approval by relevant departments).

Article 5 Domicile of the Company: Gaoqiao Town, Tongxiang City, Zhejiang Province Postal code: 314500 Telephone number: (86) 0573 80880907 Facsimile number: (86) 0573 88104880

Article 5 Domicile of the Company: No. 669, Qingfeng South Road (South), Tongxiang City, Zhejiang Province Postal code: 314500 Telephone number: (86) 0573 80880907 Facsimile number: (86) 0573 80880902

• (3) Since the Company is required to handle relevant procedures for the expansion of the scope of business at the market regulatory authorities, the specific additional items in the scope of business will be subject to that the scope of business finally filed with the market regulatory authorities. The Company will submit to the Annual General Meeting for authorizing the Board to handle the specific matters related to the expansion of the scope of business and the amendments to the Articles of Association.

• 14 -

LETTER FROM THE BOARD

• (4) Agree to authorize any Director or the secretary to the Board to handle the procedures for filing, amendment and registration (if necessary) related to the amendments to the Articles of Association and other related matters on behalf of the Company according to law.

vIII. AGM

A notice convening the AGM to be held at 17/F Skyway Centre, 23 Queen’s Road West, Sheung Wan, Hong Kong at 1:00 p.m. on Friday, 28 June 2019, is set out on pages AGM-1 to AGM-4 of this circular.

Shareholders who intend to attend the AGM should complete the reply slip and return it by hand, by fax or by post to the H share registrar of the Company (for holders of H shares of the Company) or to the head office in the PRC of the Company (for holders of domestic shares of the Company) on or before Thursday, 6 June 2019.

Shareholders who are entitled to attend and vote at the AGM may appoint one or more proxies to attend and vote on their behalves. A proxy need not be a Shareholder. In order to be valid, the proxy form for the AGM 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 AGM (or any adjournment thereof) for taking the poll. If the 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 proxy form. Completion and return of the proxy form will not preclude shareholders from attending and voting in person at the AGM or any adjourned meetings should they so wish.

Pursuant to Rule 13.39(4) of the Listing Rules, all votes at the AGM will be taken by poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

Responsibility Statement

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. 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 misleading.

• 15 -

LETTER FROM THE BOARD

Recommendations

The Directors consider that the proposed resolutions set out in the notice of the AGM including (1) the granting of the General Mandate, (2) merged of Jujiang Municipal Landscaping, (3) merged of Jujiang Building Materials, (4) merged of Jujiang Design, (5) profit distribution for 2018, (6) expansion of the scope of business, and (7) the other matters contained in the notice of AGM, are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors, together with their associates, intend to vote in favour of the relevant resolutions in respect of their respective shareholdings in the Company and recommend Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

Yours faithfully

For and on behalf of the Board Jujiang Construction Group Co., Ltd. Mr. Lyu Yaoneng Chairman

• 16 -

NOTICE OF ANNUAL GENERAL MEETING

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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)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting (the “ AGM ”) of Jujiang Construction Group Co., Ltd. (the “ Company ”) will be held at 17/F Skyway Centre, 23 Queen’s Road West, Sheung Wan, Hong Kong at 1:00 p.m. on Friday, 28 June 2019 for the purpose of considering and, if thought fit, passing the following resolutions:

AS ORDINARY RESOLUTIONS

1. To consider and approve the report of the board (the “ Board ”) of directors (the “ Directors ”) of the Company for the year ended 31 December 2018.

2. To consider and approve the report of the board of supervisors of the Company for the year ended 31 December 2018.

3. To consider and approve the report of the auditors and the audited consolidated financial statements of the Company for the year ended 31 December 2018.

4. To consider and approve the proposals of profit distribution for 2018.

5. 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 Company and to authorise the Board to fix their remuneration.

6. To authorise the Board to fix the remuneration of the Directors and Supervisors.

AS SPECIAL RESOLUTIONS

1. To grant a general mandate to the Board to, during the relevant period, 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 exceeding 20% of the H Shares of the Company in issue and authorise the Board to make corresponding amendments to the articles of association of the Company (“ Articles ”) as it thinks fit so as to reflect the new capital structure upon the allotment or issuance of shares pursuant to such mandate.

2. AGM-1 -

NOTICE OF ANNUAL GENERAL MEETING

For the purpose of this resolution, relevant period means the period form the passing of this resolution until whichever is the earliest of:

• (1) The conclusion of the next annual general meeting of the Company;

• (2) The expiration of the period within the next annual general meeting of the Company is required by any applicable laws or the Articles to be held; or

• (3) The revocation or variation of the authority given under this resolution by ordinary resolution of the Shareholders of the Company in general meeting.

• To approve the Company’s merger by consolidation of Zhejiang Jujiang Municipal Landscaping Engineering Co., Ltd.

• To approve the Company’s merger by consolidation of Zhejiang Kepuao Building Materials Trading Co., Ltd.

• To approve the Company’s merger by consolidation of Zhejiang Jujiang Construction Surveying and Design Co., Ltd.

• To consider and approve the resolution for the proposed expansion of the scope of business and the corresponding amendments of the Articles.

• the Directors, acting collectively and individually, be and are hereby authorised to take all such steps, do all such acts and things and to sign, execute, seal (where required) and deliver all such documents which he/she may in his/her absolute discretion, consider necessary, appropriate, desirable or expedient in connection with or to implement or give effect to the above resolutions and all of the transactions contemplated thereunder.

Yours faithfully

For and on behalf of the Board

Jujiang Construction Group Co., Ltd. Mr. Lyu Yaoneng Chairman

Zhejiang Province, the PRC, 30 April 2019

• AGM-2 -

NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. All resolutions at the meeting will be taken by poll pursuant to the Listing Rules. The results of the poll will be published on the websites of The Stock Exchange of Hong Kong Limited and the Company in accordance with the Listing Rules.

2. The register of members of the Company will be closed from Tuesday, 28 May 2019 to Friday, 28 June 2019 (both days inclusive), during which period no transfer of H shares of the Company can be registered. Holders of H shares and domestic shares whose names appear on the registers of members of the Company on Tuesday, 28 May 2019 shall be entitled to attend and vote at the AGM. For holders of H shares who intend to attend and vote at the AGM, all transfer documents accompanied by the relevant share certificates must be lodged with the H share registrar of the Company, Tricor Investor Services Ltd. at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong by no later than 4:30 p.m. on Monday, 27 May 2019.

3. Shareholders who intend to attend the AGM should complete the reply slip and return it by hand, by fax or by post to the H share registrar of the Company (for holders of H shares of the Company) or to the head office in the PRC of the Company (for holders of domestic shares of the Company) on or before Thursday, 6 June 2019.

4. Shareholders who are entitled to attend and vote at the AGM may appoint one or more proxies to attend and vote on their behalves. A proxy need not be a Shareholder.

5. In order to be valid, the proxy form for the AGM must be deposited by hand or by 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 AGM (or any adjournment thereof) for taking the poll. If the 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 proxy form. Completion and return of the proxy form will not preclude shareholders from attending and voting in person at the AGM or any adjourned meetings should they so wish.

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 recognised 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.

A vote provided in according to the instruments in such proxy forms shall be valid, notwithstanding the previous death or loss of capacity of the appointer or the revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the shares with respect to which the proxy is given, provided that no notice in writing of such matters shall have been received by the Company prior to the above meeting.

• AGM-3 -

NOTICE OF ANNUAL GENERAL MEETING

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 the general meeting or exercise all of the votes relating to the shares.

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

3. The address of the headquarters in the PRC of the Company is No. 669 Qingfeng South Road (South), Tongxiang City, Zhejiang Province, PRC.

4. Shareholders who attend the AGM shall bear their own traveling and accommodation expense.

5. AGM-4 -