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

Sep 11, 2016

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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)

FORM OF PROXY FOR USE AT THE EXTRAORDINARY 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 2:30 P.M. ON MONDAY, 24 OCTOBER 2016 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 extraordinary 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 2:30 p.m. on Monday, 24 October 2016 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.

		SPECIAL RESOLUTIONS	SPECIAL RESOLUTIONS		FOR (Note 4)	AGAINST (Note 4)	ABSTAIN (Note 4)
1.	To be	consider and approve the proposal of the initial public offering of A shares (the “A Shares”) (the “A Share Offeri voted item by item)		ng”) (the following resolutions to
1.1	Cla	ss of shares to be issued
1.2	No	minal value per share
1.3	Pro	posed stock exchange for the listing of the A Shares
1.4	Off	ering size
1.5	Tar	get subscriber
1.6	Me	thod of offering
1.7	Pric	ing methodology
1.8	For	m of underwriting
1.9	Tim	e of issuance
1.10	Con	version of the Company into a joint stock company with limited liability and overseas listed shares
1.11	Val	idity period of the resolutions for the proposal of the A Share Offering
2.	to c	onsider and approve the feasibility analysis report on the use of proceeds from the A Share Offering
3.	to c	onsider and approve the undertakings to be given for the purpose of the A Share Offering
4.	to c	onsider and approve the accumulated profit distribution plan before the A Share Offering
5.	to c	onsider and approve the dividend return plan within three years after the A Share Offering
6.	to c	onsider and approve the dilution of immediate return plan arising from the A Share Offering and remedial measures
7.	to c	onsider 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 c (the the me	onsider and approve the proposed amendments to the articles of association and adoption of the rules of procedures “Board”) of directors (the “Directors”) and the board of supervisors of the Company and other corporate governa A Share Offering and with effect upon the approval by the shareholders of the Company (the “Shareholders”) at th eting and the domestic Shareholders’class meeting of the Company		of the general meetings, the board nce procedures in preparation for e EGM, the H Shareholders’ class
9.	to c Sha	onsider and approve the proposed adoption of the draft articles of association of the Company with effect upon t nghai Stock Exchange		he listing of the A Shares on the
10.	to c	onsider and approve the grant of authorization to the Board to implement the A Share Offering
11.	to c on	onsider and approve the report on the use of proceeds of the initial public offering of the Company’s H shares glo the Stock Exchange of Hong Kong Limited on 12 January 2016		bally and listing of such H shares
		ORDINARY RESOLUTIONS			FOR (Note 4)	AGAINST (Note 4)	ABSTAIN (Note 4)
12.	to c	onsider and approve the report on internal control assessment
13.	to c the	onsider and approve the appointment of AJ Securities Company Limited* (愛建證劵有限責任公司)as the sponsor a A Share Offering		nd lead underwriter in relation to
14.	to c A S	onsider and approve the appointment of All Bright Law Offices as the legal advisor of the People’s Republic of Ch hare Offering		ina (the “PRC”) in relation to the
15.	to c	onsider and approve the appointment of Ernst & Young Hua Ming LLP as the Company’s auditor in relation to the		A Share Offering
16.	to com aut con	consider and approve the appointment of Mr. Yu Jingxuan (余景選) as shareholder representative supervisor of th mittee of the Company to hold office from the date on which this resolution is passed until the end of the first ses horize any one executive Director to enter into a service contract on behalf of the Company with Mr. Yu Jingxuan ditions as the Board shall think fit and to do all such acts and things to give effect to such matters		e first session of the supervisory sion of the Board in 2017 and to on and subject to such terms and
17.	to c res ent to d	onsider and approve the appointment of Mr. Zhu Jialian (朱家煉) as an independent non-executive Director to hold olution is passed until the end of first session of the supervisory committee of the Company in 2017 and to author er into a service contract on behalf of the Company with Mr. Zhu Jialian on and subject to such terms and condition o all such acts and things to give effect to such matters		office from the date on which this ise any one executive Director to s as the Board shall think fit and
18.	to c	onsider and approve the establishment of the strategic committee of the Company
19.	to c	onsider and approve confirmation of connected transactions of the company for the year of 2013, 2014, 2015 and for t		he six months ended 30 June 2016
20.	to c mar Gro Hol any ma	onsider and approve, confirm and ratify the master agreement dated 25 August 2016 (“2016 Master Agreement”) (a c ked ‘‘A’’ and initialled by the Chairman of the meeting for identification purpose) entered into between the Compa up Co., Ltd.* (浙江巨匠控股集團有限公司) (“Jujiang Holdings’’) in relation to the provision of construction contractin dings, its subsidiaries and their associates (other than our Group), and the continuing connected transactions contem Director of the Company to do all such further acts and things and execute such further documents and take all su y be necessary, desirable or expedient to implement and/or give effect to the terms of such continuing connected tran		opy of which is tabled at the EGM ny and Zhejiang Jujiang Holdings g services by the Group to Jujiang plated thereunder and to authorise ch steps which in their opinion as sactions
21.	to c Agr exe to t	onsider and approve, confirm and r eement for each of the three years cute such further documents and ta he terms of such continuing connec	atify the Revised Annual Caps (as defined in the circular of the Company) as co ending 31 December 2018 and to authorise any Director of the Company to do al ke all such steps which in their opinion as may be necessary, desirable or expedie ted transactions	ntemplated under the 2016 Master l such further acts and things and nt to implement and/or give effect
Dated this		day of	2016 Signature(s)(note 6)

Notes:

1. Please insert the number and type of share(s) registered in your name(s) relating to this form of proxy. If no number is inserted, this 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 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”, IF YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTION, PLEASE TICK IN THE BOX MARKED “ABSTAIN”, AND 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 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 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 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. 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 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 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.

9. 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 Meeting. If corporate Shareholders appoint authorised representative to attend the 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 Shareholders or their attorney when attending the Meeting.