Jujiang Construction Group Co., Ltd. — Proxy Solicitation & Information Statement 2019

Jun 12, 2019

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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)

SUPPLEMENTAL PROXY FOR USE AT THE ANNUAL GENERAL MEETING 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 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 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 set out in the supplemental circular and the supplemental 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		FOR(Note 4)	AGAINST(Note 4)	ABSTAIN(Note 4)
	13.	To consider and approve the continuing connected transaction, that is, the 2019
		Master Agreement, the Proposed Annual Caps and the transactions contemplated
		hereunder.
	14.	To consider and approve the major transaction that is contemplated by the Company
		toproceed with the PPP Contract and the Transaction contemplated therein.
	15.	To consider and approve the major transaction that is contemplated by the Company
		toproceed with the JV Agreement and the transaction contemplated therein.
	16.	the directors of the Company, 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.
Date:		2019Signature(s)(note 6):
Notes:

1. This supplemental proxy form is the supplemental proxy form for the purpose of the supplemental resolution set out in the Supplemental Notice and only serves as a supplement to the proxy form of holders of domestic shares and H shares of the Company for the 2018 Annual General Meeting issued by the Company on 30 April 2019 (the “First Proxy Form”). This supplemental proxy form will not affect the validity of any First Proxy Form duly completed and lodged with the H share registrar of the Company and the submitting of First Proxy Form of the holders of domestic shares of the Company to headquarters in the PRC of the Company. For the avoidance of doubt, if you have properly completed and submitted only the First Proxy Form in accordance with the instructions set out therein, your appointed proxy will vote on the resolutions set out in the First Proxy Form per your direction and he is also entitled to vote or abstain at his discretion on the additional resolutions set out in this supplemental proxy form. Similarly, if you have properly completed and submitted only this supplemental proxy form in accordance with the instructions set out therein, your appointed proxy will vote on the resolutions set out in the supplemental proxy form per your direction and he is also entitled to vote or abstain at his discretion on the resolutions set out in the First Proxy Form. If you wish to provide specific direction to your proxy regarding the voting of all resolutions set out in the First Proxy Form and this supplemental proxy form, you should duly complete and submit both the First Proxy Form and this supplemental proxy form in accordance with the instructions set out therein.

2. 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).

3. Full name(s) and address(es) to be inserted in BLOCk CAPITALS .

4. 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 SUPPLEMENTAL PROXY FORM MUST BE INITIALLED BY THE PERSON wHO SIGNS IT.

5. 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.

6. 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.

7. This supplemental 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.

8. In order to be valid, this supplemental 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 supplemental proxy form will not preclude shareholders from attending and voting in person at the Meeting 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 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. 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.

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