Tianjin Construction Development Group Co., Ltd. — Proxy Solicitation & Information Statement 2024

Dec 4, 2024

T J C D 天津建设

天津建设发展集团股份公司

Tianjin Construction Development Group Co., Ltd.

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 2515)

Proxy Form for the EGM to be held on Friday, 20 December 2024

I/We (Note 1) ___________ of

being the registered holder(s) of ___________ (Note 2) shares

of RMB1.00 each in the share capital of Tianjin Construction Development Group Co., Ltd. (the “Company”) hereby appoint the Chairman of the extraordinary general meeting (the “EGM”) of the Company or (Note 1) ___________ of

as my/our proxy to attend and act for me/us at the EGM of the Company to be held at Conference Room 2, No. 112 Dongting Road, Economic and Technological Development Zone, Binhai New Area, Tianjin, PRC on Friday, 20 December 2024 at 10:00 a.m. or any adjournment thereof, for the purpose of considering and if thought fit, passing the resolution set out in the notice convening the EGM, and to vote on behalf of me/us under my/our name as indicated below (Note 4) in respect of the resolution to be proposed at the EGM and any of its adjournment (Note 4).

Unless otherwise indicated, capitalized terms used herein shall have the same meaning as those defined in the circular of the Company dated 5 December 2024.

Ordinary Resolutions		FOR^{(Note 4)}	AGAINST^{(Note 4)}	ABSTAIN^{(Note 4)}
1.	To consider and approve the election of Ms. Guan Fengdan as an executive director of the first session of the board of directors of the Company and to fix the level of her remuneration.
2.	To consider and approve the proposed amendments to the Procedural Rules for the General Meetings.
3.	To consider and approve the proposed amendments to the Procedural Rules for the Board.
4.	To consider and approve the proposed amendments to the Procedural Rules for the Supervisory Board.
Special Resolution
5.	To consider and approve the proposed amendments to the Articles of Association as set out in Appendix I to the Circular of the Company dated 5 December 2024 and to authorize the Board to handle relevant formalities including but not limited to the registration/filing of changes with the relevant authorities in respect of the amendments to the Articles of Association.

Notes:

1. If any proxy other than the chairman of the meeting is preferred, please insert the full name and address of the proxy desired in the space provided. A holder entitled to attend and vote at the meeting of the Company is entitled to appoint one or more proxies to attend and vote on his/her behalf. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT. The proxy needs not be a member of the Company, but must attend the meeting (or any adjournment thereof) to represent you.
2. Please insert the number of shares registered in your name(s) for this proxy. If no number is inserted, this proxy form will be deemed to relate to all the shares registered in the name of the holder(s).
3. This proxy form must be signed and dated by the shareholder or his/her attorney duly authorised in writing. If this form of proxy is signed by an attorney of the shareholder, the power of attorney authorizing that attorney to sign or other document(s) of authorisation must be notarised. If the shareholder is a company, it should execute this proxy form under its common seal or by the signature(s) of (a) person(s) authorised to sign on its behalf. In the case of joint shareholders, any one shareholder may sign this proxy form. The vote of the senior joint shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint shareholder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of members in respect of the joint shareholding.
4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK (✓) IN THE RELEVANT BOX BELOW MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK (✓) IN THE RELEVANT BOX BELOW MARKED “AGAINST”. IF YOU WISH TO ABSTAIN FROM A RESOLUTION, TICK (✓) IN THE RELEVANT BOX BELOW MARKED “ABSTAIN”. Failure to tick either box in respect of a resolution will entitle your proxy to cast your vote in respect of that resolution at his/her discretion or to abstain. Your proxy will also be entitled to vote at his/her discretion or to abstain on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.
5. In order to be valid, a proxy form and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of attorney, must be deposited at the Company's H share registrar of the Company in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not less than 24 hours before the time fixed for holding the meeting or any adjournment thereof.
6. Completion and delivery of this proxy form will not preclude you from attending and voting at the meeting if you so wish.
7. Please provide one certificate number, if possible, to facilitate processing.
8. For the avoidance of doubt, we do not accept any special instructions written on this proxy form.
9. The above description of the proposed ordinary resolution is by way of summary only. The full text appears in the notice of the EGM.