THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Beijing Urban Construction Design & Development Group Co., Limited, you should at once hand this circular together with the proxy form for the extraordinary general meeting dispatched to the shareholders on 7 February 2020 to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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.

Beijing Urban Construction Design & Development Group Co., Limited

北 京城建 設計發 展集團 股 份有 限 公司

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

(Stock Code:1599)

    1. REGISTRATION FOR ISSUANCE OF MEDIUM-TERM NOTES
    2. REGISTRATION FOR ISSUANCE OF SUPER SHORT-TERM COMMERCIAL PAPERS
      AND
  1. NOTICE OF THE 2020 FIRST EXTRAORDINARY GENERAL MEETING

The EGM of the Company is to be held at Conference Room, 5 Fuchengmen North Street, Xicheng District, Beijing, the PRC at 2:30 p.m. on Wednesday, 25 March 2020. The letter from the Board is set out on pages 3 to 8 of this circular. The notice convening the EGM is set out on pages 9 to 10 of this circular.

If you intend to appoint a proxy to attend the EGM, you are required to complete and return the proxy form in accordance with the instructions printed thereon as soon as possible. For holders of H Shares, the proxy form should be returned to the Company's H Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong in hand or by post not less than 24 hours before the time stipulated for convening the EGM or any adjourned meeting thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or any adjourned meeting thereof if you so wish.

6 March 2020

CONTENTS

Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3

NOTICE OF THE 2020 FIRST EXTRAORDINARY GENERAL MEETING . . . .

9

- i -

DEFINITIONS

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

"Articles of Association"

the articles of association of the Company as amended,

modified or supplemented from time to time

"Board"

the board of directors of the Company

"Company"

Beijing Urban Construction Design & Development

Group Co., Limited (北京城建設計發展集團股份有限公

), a joint stock company with limited liability

incorporated in the PRC, the H Shares of which are listed

on the Main Board of the Hong Kong Stock Exchange

(Stock Code: 1599)

"Director(s)"

the director(s) of the Company

"Domestic Share(s)"

ordinary share(s) in the share capital of the Company

with a nominal value of RMB1.00 each, which are

subscribed for and paid up in Renminbi and which are

currently not listed or traded on any stock exchange

"Domestic Shareholder(s)"

holder(s) of Domestic Share(s)

"EGM"

the 2020 first extraordinary general meeting of the

Company to be convened on Wednesday, 25 March 2020

to consider and, if thought fit, approve the resolutions in

relation to (1) the registration for issuance of medium-

term notes; and (2) the registration for issuance of super

short-term commercial papers

"H Share(s)"

ordinary share(s) in the share capital of the Company,

with a nominal value of RMB1.00 each, which are listed

on the Hong Kong Stock Exchange

"H Shareholder(s)"

holders of H Shares

"Hong Kong"

Hong Kong Special Administrative Region of the PRC

"Hong Kong Stock Exchange"

The Stock Exchange of Hong Kong Limited

"Listing Rules"

The Rules Governing the Listing of Securities on The

Stock Exchange of Hong Kong Limited

- 1 -

DEFINITIONS

"PRC" or "China"

the People's Republic of China which, for the purpose of

this circular only, shall exclude Hong Kong, the Macau

Special Administrative Region of the PRC and Taiwan

"RMB"

Renminbi, the lawful currency of the PRC

"Share(s)"

H Share(s) and Domestic Share(s) of the Company

"Shareholder(s)"

holders of the Shares of the Company

- 2 -

LETTER FROM THE BOARD

Beijing Urban Construction Design & Development Group Co., Limited

北 京城建 設計發 展集團 股 份有 限 公司

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

(Stock Code:1599)

Members of the Board:

Registered office:

Executive Directors:

5 Fuchengmen North Street

Wang Hanjun

Xicheng District

Li Guoqing

Beijing

the PRC

Non-executive Directors:

Pei Hongwei (Chairman)

Principal place of business in

Tang Shuchang

Hong Kong:

Wu Donghui

40th Floor, Sunlight Tower

Guan Jifa

No. 248 Queen's Road East

Ren Yuhang

Wanchai

Su Bin

Hong Kong

Yu Xiaojun

Ren Chong

Independent non-executive Directors:

Wang Dexing

Ma Xufei

Sun Maozhu

Liang Qinghuai

Qin Guisheng

6 March 2020

To the Shareholders:

Dear Sir or Madam,

      1. REGISTRATION FOR ISSUANCE OF MEDIUM-TERM NOTES
      2. REGISTRATION FOR ISSUANCE OF SUPER SHORT-TERM COMMERCIAL PAPERS
        AND
    1. NOTICE OF THE 2020 FIRST EXTRAORDINARY GENERAL MEETING
  1. INTRODUCTION
    On behalf of the Board, I invite you to attend the EGM to be held at Conference Room,

5 Fuchengmen North Street, Xicheng District, Beijing, the PRC at 2:30 p.m. on Wednesday, 25 March 2020.

- 3 -

LETTER FROM THE BOARD

The purpose of this circular is to provide you with, among other things:

  1. details of registration for issuance of medium-term notes;
  2. details of registration for issuance of super short-term commercial papers; and
  3. notice of the EGM.

to enable you to make an informed decision on whether to vote for or against each of the resolutions to be proposed at the EGM.

  1. REGISTRATION FOR ISSUANCE OF MEDIUM-TERM NOTES

In order to meet the needs of the Company's business development, optimize the financing structure, and effectively reduce financing costs, the Company proposes to make an application to the National Association of Financial Market Institutional Investors (中國銀行 間市場交易商協會) for the registration for issuance of medium-term notes with an amount of no more than RMB1 billion (inclusive), details of which are as follows:

  1. Registration for issuance of medium-term notes
    1. Issuer: Beijing Urban Construction Design & Development Group Co., Limited;
    2. Size of registration: The proposed registration of medium-term notes is in the amount of no more than RMB1 billion (inclusive). The medium-term notes may be issued in multiple tranches after the completion of required registrations;
    3. Use of proceeds: repayment of maturing debts and replenishing working capital;
    4. Term of issuance: no more than 3 years for each tranche;
    5. Interest rate: fixed rate, being the market rate upon issuance;
    6. Method of the issuance: centralised book building and public issuance. It may be issued in multiple tranches within the effective period of two years upon obtaining the Notice of Acceptance of Registration;
    7. Guarantee: no guarantee;
    8. Lead Underwriter: the Company intends to engage China Minsheng Banking Corp., Ltd. as the lead underwriter for the proposed registration of medium-term notes;
    9. Validity period of the resolution: The validity period of the resolution for the proposed registration for issuance of medium-term notes is 36 months from the date of approval by the EGM and shall not be shorter than the validity period of the Notice of Acceptance of Registration issued by the National Association of Financial Market Institutional Investors.

- 4 -

LETTER FROM THE BOARD

  1. To propose to the EGM to authorize the Board to approve the relevant matters relating to the registration for issuance of medium-term notes

In order to complete the registration for issuance of the Company's medium-term notes in an efficient and orderly manner, the Company proposes to the EGM to authorize the Board to approve the relevant matters relating to the registration for issuance of medium-term notes, including but not limited to:

  1. Determining the specific terms, conditions and other matters of the registration for issuance of medium-term notes (all matters relating to the registration for issuance of medium-term notes, including but not limited to the size of registration and issuance, term, the setting of terms of bond such as coupon terms, issue price, interest rate and its determination method, issue timing, whether or not to issue in tranches and number of tranches of issuance, termination of issuance, rating arrangement, term of repayment of principal and interest, as well as the determination of the specific arrangement for the use of proceeds within the scope approved by the general meeting);
  2. Determining to engage underwriters and other intermediaries servicing for the registration for issuance of medium-term notes;
  3. Being responsible for amending, signing, and applying all agreements and legal documents in relation to the registration for issuance of medium-term notes, and managing the procedure of application, registration and information disclosure in relation to the registration for issuance of medium-term notes within the above authorization granted;
  4. Making adjustment to relevant matters such as the specific plan for the registration for issuance of medium-term notes based on the opinion of the regulatory authorities, subject to changes of regulatory policies or market conditions;
  5. Managing other matters in relation to the registration for issuance of medium-term notes;
  6. The above authorization shall remain valid and effective during the validity period of the registration for issuance of medium-term notes.

- 5 -

LETTER FROM THE BOARD

  1. REGISTRATION FOR ISSUANCE OF SUPER SHORT-TERM COMMERCIAL PAPERS

In order to meet the needs of the Company's business development, optimize the financing structure, and effectively reduce financing costs, the Company proposes to make an application to the National Association of Financial Market Institutional Investors for the registration of super short-term commercial papers with an amount of no more than RMB1 billion (inclusive), details of which are as follows:

  1. Registration for issuance of super short-term commercial papers
    1. Issuer: Beijing Urban Construction Design & Development Group Co., Limited;
    2. Size of registration: The proposed registration of super short-term commercial papers is in the amount of no more than RMB1 billion (inclusive). The super short-term commercial papers may be issued in multiple tranches after the completion of required registrations;
    3. Use of proceeds: repayment of maturing debts and replenishing working capital;
    4. Term of issuance: no more than 270 days (inclusive) for each tranche;
    5. Interest rate: fixed rate, being the market rate upon issuance;
    6. Method of the issuance: centralised book building and public issuance. It may be issued in multiple tranches within the effective period of two years upon obtaining the Notice of Acceptance of Registration;
    7. Guarantee: no guarantee;
    8. Lead Underwriter: the Company intends to engage China Minsheng Banking Corp., Ltd. as the lead underwriter for the proposed registration of super short-term commercial papers;
    9. Validity period of the resolution: The validity period of the resolution for the

proposed registration for issuance of super short-term commercial papers is 36 months from the date of approval by the EGM and shall not be shorter than the validity period of the Notice of Acceptance of Registration issued by the National Association of Financial Market Institutional Investors.

- 6 -

LETTER FROM THE BOARD

  1. To propose to the EGM to authorize the Board to approve the relevant matters relating to the registration for issuance of super short-term commercial papers

In order to complete the registration for issuance of the Company's super short-term commercial papers in an efficient and orderly manner, the Company proposes to the EGM to authorize the Board to approve the relevant matters relating to the registration for issuance of super short-term commercial papers, including but not limited to:

  1. Determining the specific terms, conditions and other matters of the registration for issuance of super short-term commercial papers (all matters relating to the registration for issuance of super short-term commercial papers, including but not limited to the size of registration and issuance, term, the setting of terms of bond such as coupon terms, issue price, interest rate and its determination method, issue timing, whether or not to issue in tranches and number of tranches of issuance, termination of issuance, rating arrangement, term of repayment of principal and interest, as well as the determination of the specific arrangement for the use of proceeds within the scope approved by the general meeting);
  2. Determining to engage underwriters and other intermediaries servicing for the registration for issuance of super short-term commercial papers;
  3. Being responsible for amending, signing, and applying all agreements and legal documents in relation to the registration for issuance of super short-term commercial papers, and managing the procedure of application, registration and information disclosure in relation to the registration for issuance of super short-term commercial papers within the above authorization granted;
  4. Making adjustment to relevant matters such as the specific plan for the registration for issuance of super short-term commercial papers based on the opinion of the regulatory authorities, subject to changes of regulatory policies or market conditions;
  5. Managing other matters in relation to the registration for issuance of super short-term commercial papers;
  6. The above authorization shall remain valid and effective during the validity period of the registration for issuance of super short-term commercial papers.

IV. EGM

The EGM will be held at Conference Room, 5 Fuchengmen North Street, Xicheng District, Beijing, the PRC at 2:30 p.m. on Wednesday, 25 March 2020, to consider and if thought fit, to approve the resolutions in relation to (1) registration for issuance of medium-term notes; and (2) registration for issuance of super short-term commercial papers. The notice convening the EGM is set out on pages 9 to 10 of this circular.

- 7 -

LETTER FROM THE BOARD

If you intend to appoint a proxy to attend the EGM, you are required to complete and return the proxy form in accordance with the instructions printed thereon as soon as possible. For H Shareholders, the proxy form should be returned to the Company's H Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong in hand or by post not less than 24 hours before the time stipulated for convening the EGM or any adjourned meeting thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or any adjourned meeting thereof if you so wish.

The register of members of the Company will be closed from Monday, 24 February 2020 to Wednesday, 25 March 2020 (both days inclusive) for the purpose of determining Shareholders who will be entitled to attend and vote at the EGM, during which no transfer of Shares will be registered.

For the purposes of ascertaining Shareholders' entitlement to attend and vote at the EGM, all transfer documents together with the relevant share certificates must be lodged to the Company's H Share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for H Shareholders) or the registered address of the Company (for Domestic Shareholders) for registration not later than 4:30 p.m. on Friday, 21 February 2020. Shareholders whose names appear on the register of members of the Company on Wednesday, 25 March 2020, will be entitled to attend the EGM and to vote thereat.

  1. VOTES BY WAY OF POLL

According to the Listing Rules and the Articles of Association, the resolutions set out in the notice of the EGM will be voted on by way of poll. Poll results will be posted on the website of the Company at www.bjucd.com and the website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk after the conclusion of the EGM.

VI. RECOMMENDATIONS

The Directors are of the view that the resolutions in relation to (1) registration for issuance of medium-term notes; and (2) registration for issuance of super short-term commercial papers are in the interests of the Company and its Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the above resolutions.

Yours faithfully,

By order of the Board

Beijing Urban Construction Design & Development Group Co., Limited

Pei Hongwei

Chairman

- 8 -

NOTICE OF THE 2020 FIRST EXTRAORDINARY GENERAL MEETING

Beijing Urban Construction Design & Development Group Co., Limited

北 京城建 設計發 展集團 股 份有 限 公司

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

(Stock Code:1599)

NOTICE OF THE 2020 FIRST

EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2020 First Extraordinary General Meeting (the "EGM") of Beijing Urban Construction Design & Development Group Co., Limited (the "Company") will be held at Conference Room, 5 Fuchengmen North Street, Xicheng District, Beijing, the PRC at 2:30 p.m. on Wednesday, 25 March 2020, to consider and, if thought fit, approve the following resolutions:

SPECIAL RESOLUTIONS

  1. To consider and approve the registration for issuance of medium-term notes; and
  2. To consider and approve the registration for issuance of super short-term commercial papers.

By order of the Board

Beijing Urban Construction Design & Development Group Co., Limited

Pei Hongwei

Chairman

Beijing, 7 February 2020

As at the date of this notice, the executive directors of the Company are Wang Hanjun and Li Guoqing; the non-executive directors of the Company are Pei Hongwei, Tang Shuchang, Wu Donghui, Guan Jifa, Ren Yuhang, Su Bin, Yu Xiaojun and Ren Chong; and the independent non-executive directors of the Company are Wang Dexing, Ma Xufei, Sun Maozhu, Liang Qinghuai and Qin Guisheng.

- 9 -

NOTICE OF THE 2020 FIRST EXTRAORDINARY GENERAL MEETING

Notes:

  1. The register of members of the Company will be closed from Monday, 24 February 2020 to Wednesday, 25 March 2020, both days inclusive, during which period no transfer of shares will be registered. Holders of H shares and domestic shares whose names appeared on the register of members of the Company as at Wednesday, 25 March 2020 shall be entitled to attend and vote at the EGM. Holders of H shares of the Company who intend to attend and vote at the EGM must lodge all transfer documents accompanied by the relevant H share certificates with the Company's H share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Friday, 21 February 2020 for registration.
  2. A shareholder entitled to attend and vote at the EGM may appoint one or more proxies to attend and vote in his stead. A proxy need not be a shareholder of the Company but must attend the EGM in person to represent the relevant shareholder.
  3. The instrument appointing a proxy must be in writing under the hand of a shareholder or his attorney duly authorised in writing. If the shareholder is a corporation, the instrument must be executed either under its common seal or under the hand of its director(s) or duly authorised attorney. If the instrument is signed by an attorney of the shareholder, the power of attorney authorising that attorney to sign, or other documents of authorisation, must be notarised.
  4. In order to be valid, the proxy form together with the notarised power of attorney or other documents of

authorisation (if any) must be deposited at the secretariat of the board of directors of the Company at 5 Fuchengmen North Street, Xicheng District, Beijing, the PRC for holders of domestic shares and at the Company's H share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for holders of H shares not less than 24 hours before the time stipulated for convening the EGM (or any adjournment thereof) (as the case may be). Completion and return of a proxy form will not preclude a shareholder from attending and voting in person at the EGM (or any adjournment thereof). If no direction is given, the proxy will be entitled to vote or abstain as he or she thinks fit.

  1. Holders of domestic shares who intend to attend the EGM in person or by proxy should complete and deposit the reply slip for attending the meeting at the secretariat of the board of directors of the Company on or before Thursday, 5 March 2020 in hand, by post or by fax. Holders of H shares who intend to attend the EGM in person or by proxy should complete and deposit the reply slip for attending the meeting at Computershare Hong Kong Investor Services Limited on or before Thursday, 5 March 2020 in hand, by post or by fax.
  2. The EGM is estimated to last for about half a day. Shareholders or their proxies who attend the EGM (or any adjournment thereof) shall bear their own travelling and accommodation expenses. Shareholders or their proxies shall produce their identity documents when attending the EGM (or any adjournment thereof).

- 10 -

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Beijing Urban Construction Design & Development Group Co. Ltd. published this content on 05 March 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 March 2020 08:35:21 UTC