Jujiang Construction Group Co., Ltd. — Proxy Solicitation & Information Statement 2016

Oct 7, 2016

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

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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 NOTICE OF H SHAREHOLDERS’ CLASS MEETING

Reference is made to the notice of the class meeting (the “ H Shareholders’ Class meeting ”) of the holders of H shares (the “ Domestic Shares ”) of Jujiang Construction Group Co., Ltd. (the “ Company ”) dated 9 September 2016; the announcement of the Company dated 6 October 2016 relating to, inter alia, the postponement of the H Shareholders’ Class meeting of the Company.

REVISED NOTICE IS HEREBY GIVEN that the H Shareholders’ Class Meeting will be held at Conference Room (Asuka), TKP International Limited, 23/F, Euro Trade Centre, 21-23 Des Voeus Road Central, Central, Hong Kong on Thursday, 24 November 2016 immediately after the conclusion of the class meeting of the holders of domestic shares (the “ Domestic Shares ”) of the Company (the “ Domestic Shareholders’ Class Meeting ”, together with the H Shareholders’ Class Meeting, the “ Class Meetings ”) held at the same date or any adjournment thereof for the purpose of considering, and if thought fit, passing the following resolutions:

SPECIAL RESOLUTIONS

• (1) to consider and approve the proposal of the initial public offering of A shares (the “A Shares”) (the “A Share Offering”);

• (a) Class of shares to be issued;

• (b) Nominal value per share;

• (c) Proposed stock exchange for the listing of the A Shares;

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• (d) Offering size;

• (e) Target subscriber;

• (f) Method of offering;

• (g) Pricing methodology;

• (h) Form of underwriting;

• (i) Time of issuance;

• (j) Conversion of the Company into a joint stock company with limited liability and overseas listed shares; and

• (k) Validity period of the resolutions for the proposal of the A Share Offering.

• (2) to consider and approve the feasibility analysis report on the use of proceeds from the A Share Offering;

• (3) to consider and approve the undertakings to be given for the purpose of the A Share Offering;

• (4) to consider and approve the accumulated profit distribution plan before the A Share Offering;

• (5) to consider and approve the dividend return plan within three years after the A Share Offering;

• (6) to consider and approve the dilution of immediate return plan arising from the A Share Offering and remedial measures;

• (7) to consider and approve the price stabilisation plan for the A Shares within three years after the A Share Offering after the A Share Offering;

• (8) to consider and approve the proposed amendments to the articles of association and adoption of the rules of procedures of the general meetings, the board (the “Board”) of directors (the “Directors”) and the board of supervisors of the Company and other corporate governance procedures in preparation for the A Share Offering and with effect upon the approval by the shareholders of the Company (the “Shareholders”) at the extraordinary general meeting of the Company, the H Shareholders’ Class Meeting and the Domestic Shareholders’ Class Meeting;

• (9) to consider and approve the proposed adoption of the draft articles of association of the Company with effect upon the listing of the A Shares on the Shanghai Stock Exchange;

• (10) to consider and approve the grant of authorization to the Board to implement the A Share Offering;

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• (11) to consider and approve the report on the use of proceeds of the initial public offering of the Company’s H shares globally and listing of such H shares on the Stock Exchange of Hong Kong Limited on 12 January 2016.

By order of the Board of Directors Jujiang Construction Group Co., Ltd. Mr. Lv Yaoneng Chairman

Zhejiang Province, the PRC, 7 October 2016

Notes:

1. All resolutions at the meeting will be taken by poll.

2. The register of members of the Company will be closed from 24 October 2016 to 24 November 2016 (both days inclusive), during which period no transfer of shares of the Company can be registered. In order to qualify to attend and vote at the H Shareholders’ Class Meeting, 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, no later than 4:30 p.m. on 21 October 2016.

3. H shareholders who intend to attend the H Shareholders’ Class Meeting should complete the reply slip and return it by hand or by post to the H share registrar of the Company on or before 4 November 2016.

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

5. The instrument appointing a proxy must be in writing under the hand of a H shareholder or his attorney duly authorised in writing. If the H shareholder is a legal person, that instrument must be executed either under its seal or under the hand of its director or other attorney duly authorised to sign the same on its behalf.

6. In order to be valid, the revised proxy form for the H Shareholders’ Class Meeting (“Revised Proxy Form”) 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 not less than 24 hours before the time for holding the H Shareholders’ Class 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 H Shareholders’ Class Meeting or any adjourned meetings should they so wish.

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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 H shareholder is a recognised clearing house (or its proxy) defined by the Hong Kong relevant Ordinance from time to time, the H 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.

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.

2. H shareholders or their proxies shall provide their identity documents when attending the H Shareholders’ Class Meeting. If corporate H shareholders appoint authorised representative to attend the H Shareholders’ Class Meeting, the authorised representative shall produce his/her identity documents and a notarial copy of the relevant authorisation instrument signed by the Board or other authorised parties of the corporate Shareholders or other notarial documents allowed by the Company. Proxies shall produce their identity documents and the proxy form signed by the H shareholders or their attorney when attending the H Shareholders’ Class Meeting.

3. H shareholders attending the H Shareholders’ Class Meeting shall bear their own traveling and accommodation expenses.

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Shareholders who have lodged the proxy form(s) despatched on 9 September 2016 (the “ Original Proxy Form(s) ”) with the Company prior to the date of the revised notice of H Shareholders’ Class Meeting of the Company (i.e. 7 October 2016) should note that:

• (i) If no Revised Proxy Form(s) is lodged with the Company’s Hong Kong share registrar prior to the Closing Time, the Original Proxy Form(s) 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 H Shareholders’ Class Meeting.

• (ii) If the Revised Proxy Form 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.

• (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 the Revised Proxy Form after the Closing Time. In such case, if any Shareholder wishes to vote at the H Shareholders’ Class 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(s) and/or the Revised Proxy Form(s) will not preclude Shareholders from attending and voting in person at the H Shareholders’ Class Meeting or any adjournment thereof should he/she so wish.

As of the date of this notice, the Board comprises Mr. Lv Yaoneng, Mr. Lv Dazhong, Mr. Li Jinyan, Mr. Lu Zhicheng, Mr. Shen Haiquan and Mr. Zheng Gang, as executive Directors; and Mr. Xu Guoqiang, Mr. Lin Tao, and Mr. Wong Ka Wai, as independent non-executive Directors.

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