THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Jujiang Construction Group Co., Ltd. (巨匠建設集團股份有限公 司) (the "Company"), you should at once hand this circular and the accompanying form of proxy and reply slip to the purchaser(s) or transferee(s) or to the bank, stockbroker or licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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.

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)

PROPOSALS FOR GENERAL MANDATES TO ISSUE NEW SHARES

PROPOSED ELECTION OF DIRECTORS OF THE THIRD SESSION OF THE BOARD AND SHAREHOLDER REPRESENTATIVE SUPERVISORS OF THE THIRD SESSION OF THE BOARD OF SUPERVISORS

PROFIT DISTRIBUTION FOR 2020

AND

NOTICE OF ANNUAL GENERAL MEETING

Capitalized terms used in this cover page shall have the same meanings as those defined in the section headed "Definitions" in this circular.

A letter from the Board is set out on pages 3 to 9 of this circular. A notice convening the AGM to be held at Unit 1013, E168, 166-168 Des Voeux Road, Central, Hong Kong at 1:00 p.m. on Monday, 31 May 2021, is set out on pages AGM-1 to AGM-4 of this circular.

Shareholders who intend to attend the AGM should complete the reply slip and return it by hand, by fax or by post to the H share registrar of the Company (for holders of H shares of the Company) or to the head office in the PRC of the Company (for holders of domestic shares of the Company) on or before Monday, 10 May 2021.

Shareholders who are entitled to attend and vote at the AGM may appoint one or more proxies to attend and vote on their behalves. A proxy need not be a Shareholder. In order to be valid, the proxy form for the AGM must be deposited by hand or by post, for holders of H shares of the Company, to the H share registrar of the Company Tricor Investor Services Ltd. at Level 54, 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 AGM (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 AGM or any adjourned meetings should they so wish.

28 April 2021

CONTENTS

Page

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

1

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

3

APPENDIX I

-

BIOGRAPHICAL DETAILS OF THE DIRECTOR CANDIDATES

AT THE AGM . . . . . . . . . . . . . . . . . . . . . . . .

I-1

APPENDIX II

-

BIOGRAPHICAL DETAILS OF THE EMPLOYEE

REPRESENTATIVE SUPERVISORS . . . . . . . . . . . . . . . . . . . . . . . . . . . .

II-1

APPENDIX III -

BIOGRAPHICAL DETAILS OF THE CANDIDATES FOR

SHAREHOLDER REPRESENTATIVE SUPERVISORS

AT THE AGM . . . . . . . . . . . . . . . . . . . . . . . .

III-1

NOTICE OF AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

AGM-1

- i -

DEFINITIONS

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

"AGM"

the annual general meeting of the Company to be convened and

held on Unit 1013, E168, 166-168 Des Voeux Road, Central, Hong

Kong at 1:00 p.m. on Monday, 31 May 2021, notice of which

is set out on pages AGM-1 to AGM-4 of this circular, and any

adjournment thereof

"Articles of Association"

the articles of association of the Company as amended, modified

or otherwise supplemental from time to time

"Board"

the board of Directors of the Company

"Company"

Jujiang Construction Group Co., Ltd. (巨匠建設集團股份有限公

司), a joint stock company established in the PRC with limited

liability, whose H Shares are listed and traded on the Stock

Exchange (stock code: 1459)

"CSRC"

China Securities Regulatory Commission (中 國 證 券 監 督 管 理

委員會)

"Director(s)"

director(s) of the Company

"Domestic Share(s)"

ordinary share(s) issued by the Company in the PRC with a

nominal value of RMB1.00 each, which are subscribed for or

credited as paid up in RMB by PRC natural persons or entities

established under the laws of the PRC

"General Mandate"

the general unconditional mandate to be granted by Shareholders

to the Directors to allot and issue new domestic shares and/or H

shares of the Company representing up to 20% of each of the total

number of the Domestic Shares and/or H Shares as the case may

be, that are issued and outstanding as at the date of the resolution

to grant the general mandate

"Group"

the Company and its subsidiaries

"H Share(s)"

overseas listed foreign invested shares in the share capital of

the Company, which are listed on the main board of the Stock

Exchange with a nominal value of RMB1.00 each

"HK$"

Hong Kong dollars, the lawful currency of Hong Kong

"Hong Kong"

the Hong Kong Special Administrative Region of the PRC

- 1 -

DEFINITIONS

"Latest Practicable Date"

21 April 2021, being the latest practicable date prior to the printing

of this circular for ascertaining certain information contained

herein

"Listing Rules"

the Rules Governing the Listing of Securities on the Stock

Exchange as amended, modified or otherwise supplemental from

time to time

"PRC"

The People's Republic of China which shall, for the purpose of this

circular, excludes Hong Kong, the Macau Special Administrative

Region of the PRC and Taiwan

"RMB"

Renminbi, the lawful currency of the PRC

"Shares(s)"

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

"Shareholder(s)"

holder(s) of the Share(s)

"Stock Exchange"

The Stock Exchange of Hong Kong Limited

"%"

per cent

*  English transliteration for identification purpose only

- 2 -

LETTER FROM THE BOARD

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)

Executive Directors:

Registered Office:

Mr. Lyu Yaoneng (呂耀能) (Chairman)

No. 669 Qingfeng South Road (South)

Mr. Lyu Dazhong (呂達忠 )

Tongxiang City

Mr. Li Jinyan (李錦燕)

Zhejiang Province

Mr. Lu Zhicheng (陸志城)

PRC

Mr. Shen Haiquan (沈海泉)

Mr. Zheng Gang (鄭剛)

Headquarters in the PRC

No. 669 Qingfeng South Road (South)

Independent Non-executive Directors:

Tongxiang City

Mr. Yu Jingxuan (余景選)

Zhejiang Province

Mr. Lin Tao (林濤)

PRC

Mr. Wong Ka Wai (王加威)

Principal Place of Business in Hong Kong:

28/F, Henley Building,

5 Queen's Road Central,

Central, Hong Kong

28 April 2021

To the Shareholders,

Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES TO ISSUE NEW SHARES

PROPOSED ELECTION OF DIRECTORS OF THE THIRD SESSION OF THE BOARD AND SHAREHOLDER REPRESENTATIVE SUPERVISORS OF THE THIRD SESSION OF THE BOARD OF SUPERVISORS

PROFIT DISTRIBUTION FOR 2020

AND

NOTICE OF ANNUAL GENERAL MEETING

- 3 -

LETTER FROM THE BOARD

  1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information on, among other things, the following resolutions to be put forward at the AGM: to grant the Directors the General Mandate to issue new shares, proposed election of directors of the third session of the board and shareholder representative supervisors of the third session of the board of supervisors profit distribution for 2020 and the other matters contained in the notice of AGM, so that the Shareholders may make an informed decision on voting in respect of the resolutions to be tabled at the AGM.

  1. PROPOSED GRANT OF GENERAL MANDATE TO ISSUE NEW SHARES

Pursuant to the resolutions passed by Shareholders on 12 June 2020, the Directors were granted general mandate to allot and issue new Domestic Shares and/or H Shares, either separately or concurrently, not exceeding 20% of the number of our Domestic Shares in issue and/or H Shares in issue as at the date of passing such resolution to grant the general mandate.

The above general mandates will expire at the conclusion of the AGM. The General Mandate to issue new Shares will be put forward at the AGM for Shareholders' approval as a special resolution. For details, please refer to special resolution No. 9 of the notice of the AGM contained in pages AGM-1 to AGM-4 of this circular.

As at the Latest Practicable Date, the issued share capital of the Company comprised of 400,000,000 Domestic Shares and 133,360,000 H Shares. Subject to the grant of the General Mandate to issue new Shares at the AGM and on the basis that no Shares will be issued before the AGM, if the General Mandate is exercised in full, the Board will have the power to issue up to 80,000,000 Domestic Shares and 26,672,000 H Shares, representing 20% of the total number of the Shares in issue.

Any exercise of the power by the Board under the General Mandate shall comply with the Company Law of the PRC and the Listing Rules (as amended from time to time) and only if all necessary approvals from the CSRC and/or other relevant PRC government authorities are obtained. The Board has no plan to issue new Shares pursuant to the General Mandate at present.

The General Mandate will expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company; (b) the expiration of a period of twelve months following the passing of the relevant resolution at the AGM; or (c) the revocation or variation of the authority given by a special resolution of the Company in general meeting approving the General Mandate.

- 4 -

LETTER FROM THE BOARD

  1. PROPOSALS OF PROFIT DISTRIBUTION FOR 2020

The Company will propose an ordinary resolution at the AGM for the consideration and, if thought fit, approval of the declaration and payment of dividends. A final dividend of 4.0 HK cents in cash (before tax) per share based on the number of shares held by H shareholders registered as at the close of business on the record date for profit distribution and dividend payment will be proposed, and a Director will be authorized to deal with matters pertaining to profit distribution for 2020. The Company's total share capital was 533,360,000 shares (including Domestic Shares and H Shares) as at 31 December 2020. Dividend payments are expected to be made to Shareholders on 26 July 2021.

In respect of the Company's distribution of final dividend to Shareholders whose names appear on the H share register of the Company on the H Share record date, the Company will process income tax payable on dividends and profit distributions in accordance with relevant taxation laws and regulations of China. The details are as follow:

  1. In connection with overseas non-resident corporate H shareholders, a 10% enterprise income tax to be withheld and paid on behalf of such shareholders by the Company shall apply in accordance with relevant provisions of the Notice of the State Administration of Taxation on issues concerning the withholding and payment of enterprise income tax on dividends
    paid by Chinese resident enterprises to overseas non-residentcorporate H shareholders (Guo Shui Han [2008] No. 897) (《關於中國居民企業向境外H股非居民企業股東派發股息代扣 代繳企業所得稅有關問題的通知》（國稅函[2008]897號)). Any H shares registered in the name of non-residentindividual H shareholders, including HKSCC Nominees Limited, other nominees or trustees, or other organisations or groups, will be treated as shares being held by non-residentcorporate H shareholders, and consequently will be subject to the withholding of the enterprise income tax.
  2. Pursuant to relevant laws and regulations and regulatory documents such as the Individual Income Tax Law of the People's Republic of China (《中華人民共和國個人所得稅法》),
    the Implementation Rules of the Individual Income Tax Law of the People's Republic of China (《中華人民共和國個人所得稅法實施條例》), the Notice of the State Administration
    of Taxation in relation to the Administrative Measures on Preferential Treatment Entitled by Non-residentsunder Tax Treaties (Tentative) (Guo Shui Fa [2009] No. 124) (《國家稅 務總局關於印發〈非居民享受稅收協議待遇管理辦法(試行)〉的通知》(國稅發[2009]124
    號)) and the Notice of the State Administration of Taxation on the Issues Concerning the
    Levy and Administration of Individual Income Tax After the Repeal of Guo Shui Fa [1993] No. 45 (Guo Shui Han [2011] No. 348) (《國家稅務總局關於國稅發[1993]45號文件廢止後 有關個人所得稅徵管問題的通知》(國稅函[2011]348號)), dividends received by overseas resident individual shareholders from the stocks issued by domestic non-foreign-investment enterprises in Hong Kong is subject to the payment of individual income tax, which shall be withheld by the withholding agents. However, overseas resident individual shareholders of the stocks issued by domestic non-foreign-investment enterprises in Hong Kong are entitled to the relevant preferential tax treatment pursuant to the provisions in the tax agreements signed between the countries in which they are residents and China, or the tax arrangements between Mainland China and Hong Kong (and Macau). For individual holders of H shares, dividends payable to them are subject to the individual income tax withheld at a tax rate of 10% in general unless otherwise specified by the tax regulations and the relevant tax agreements.
    • 5 -

LETTER FROM THE BOARD

IV. PROPOSED ELECTION OF DIRECTORS OF THE THIRD SESSION OF THE BOARD AND SHAREHOLDER REPRESENTATIVE SUPERVISORS OF THE THIRD SESSION OF THE BOARD OF SUPERVISORS

Proposed Election of Directors of the Third Session of the Board

The term of the second session of the Board will expire on 11 June 2021, and, where applicable, shall continue to perform their duties before the election and formation of the third session of the Board at the AGM.

As disclosed in the announcement of the Company dated 31 March 2021, the Board proposed to appoint Mr. Ma Tao as an independent non-executive Director, upon which Mr. Lin Tao will retire as an independent non-executive Director. Accordingly, the Board has considered and approved the following candidates for Directors of the third session of the Board:

  1. candidates for executive Directors: Mr. Lyu Yaoneng, Mr. Lyu Dazhong, Mr. Li Jinyan, Mr. Lu Zhicheng, Mr. Shen Haiquan and Mr. Zheng Gang; and
  2. candidates for independent non-executive Directors: Mr. Yu Jingxuan, Mr. Ma Tao, and Mr. Wong Kai Wai.

The above candidates for Directors meet the qualification requirements to serve as Directors as stipulated in relevant PRC laws, regulations and the Articles of Association, and the Board agreed to submit the above list of candidates for consideration at the AGM.

The candidates for the third session of the Board include three independent non-executive Directors which constitutes one-third of the Board and fulfils the requirements under the Listing Rules. In considering the proposed re-election of independent non-executive Directors (save for Mr. Ma Tao) (the "Re-electingCandidates"), the nomination committee of the Board (the "Nomination Committee") and the Board have taken into account the following factors:

  1. The Re-electing Candidates have extensive and solid experience in different sectors including accounting and finance management. Their education, background, experience and practical experience enable them to provide valuable and diversified opinions.
  2. The Re-electing Candidates have all confirmed to the Company that they comply with the independence requirement pursuant to Rule 3.13 of the Listing Rules. During their respective tenure, they have proactively and diligently carried out their duties as independent non-executive Directors and have provided valuable independent advice on the affairs of the Company from time to time with their remarkable professional knowledge and comprehensive experience which facilitated the enhancement of management standard and the further standardisation of corporate governance practices

- 6 -

LETTER FROM THE BOARD

of the Company, protecting the overall interests of the Shareholders as a whole. The Company has conducted assessment on their independence and is of the view that each of them complies with the independence requirement as set out in Rule 3.13 of the Listing Rules and that they are considered as independent.

  1. They have expressed objective views and exercised independent judgments in fulfilling their duties to the Company as independent non-executive Directors, and they continue to demonstrate the ability to provide an independent, balanced and objective view to the affairs of the Company. Taking into consideration their comprehensive knowledge, professional skills and experience as well as their thorough and deepened understanding of the Company and the Company's relevant industry, they will bring valuable contribution to the future sustainable and healthy development of the Company.
  2. None of the Re-electing Candidates holds a position as a director in seven or more than seven listed companies. They have confirmed that they devote sufficient time and attention to the Company.

Accordingly, the Nomination Committee and the Board of the Company are of the view that the re-election of the Re-electing Candidates to be the independent non-executive Directors of the Company can enhance the level of management of the Company by virtue of their professional knowledge and extensive experience, while promoting the independence and objectiveness in decision-making of the Board and the comprehensive and impartial supervision of the management of the Company in the interests of the Company and the Shareholders as a whole.

The AGM will elect six executive Directors and three independent non-executive Directors, and these nine Directors will comprise the third session of the Board.

The Directors of the third session of the Board will serve for a term of three years. In accordance with the requirements of relevant PRC laws, regulations and the Articles of Association, the candidates for Directors of the third session of the Board are subject to the approval by the Shareholders at the AGM. The term of office of candidates for executive Directors, and independent non-executive Directors will take effect from the date of approval by the AGM and will expire when members are elected for the new session of the Board.

The biographical details of the candidates of the Directors for the third session of the Board are set out in Appendix I to this circular.

Election of Supervisors of the Third Session of the Board of Supervisors

The term of the second session of the Board of Supervisors will expire on 11 June 2021, and, where applicable, shall continue to perform their duties before the election and formation of the third session of the board of Supervisors at the AGM.

- 7 -

LETTER FROM THE BOARD

Employee Representative Supervisors

A meeting of the employee representatives of the Company was held on 31 March 2021 and Mr. Lyu Xingliang and Mr. Zou Jiangtao were elected as employee representative Supervisors of the third session of the board of Supervisors for a term of three years. The appointment of Mr. Lyu Xingliang and Mr. Zou Jiangtao shall become effective upon the conclusion of the AGM.

The biographical details of the candidates of the employee representative Supervisors of the third session of the board of Supervisors are set out in Appendix II to this circular.

Shareholder Representative Supervisors

The board of Supervisors considered and approved two candidates as Shareholder representative Supervisors, as detailed below.

Candidates for Shareholder representative Supervisors: Mr. Zhu Jialian and Mr. Chen Xiangjiang.

The above Supervisor candidates meet the qualification requirements to serve as Supervisors as stipulated in relevant PRC laws, regulations and the Articles, and the board of Supervisors agreed to submit the above list of candidates for consideration at the AGM.

The Supervisors of the third session of the board of Supervisors will serve for a term of three years, and the term of office of Shareholder representative Supervisors will take effect from the date of approval by the AGM and will expire when members are elected for the new session of the board of Supervisors.

The biographical details of the candidates of the Shareholder representative Supervisors of the third session of the board of Supervisors are set out in Appendix III to this circular.

  1. AGM

A notice convening the AGM to be held at Unit 1013, E168, 166-168 Des Voeux Road, Central, Hong Kong at 1:00 p.m. on Monday, 31 May 2021, is set out on pages AGM-1 to AGM-4 of this circular.

Shareholders who intend to attend the AGM should complete the reply slip and return it by hand, by fax or by post to the H share registrar of the Company (for holders of H shares of the Company) or to the head office in the PRC of the Company (for holders of domestic shares of the Company) on or before Monday, 10 May 2021.

Shareholders who are entitled to attend and vote at the AGM may appoint one or more proxies to attend and vote on their behalves. A proxy need not be a Shareholder. In order to be valid, the proxy form for the AGM 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 54, Hopewell Centre, 183 Queen's Road

- 8 -

LETTER FROM THE BOARD

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 AGM (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 AGM or any adjourned meetings should they so wish.

Pursuant to Rule 13.39(4) of the Listing Rules, all votes at the AGM will be taken by poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

VI. Responsibility Statement

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein misleading.

VII. Recommendations

The Directors consider that the proposed resolutions set out in the notice of the AGM including the grant of the General Mandate, amendments of the articles of association, profit distribution for 2020 and the other matters contained in the notice of AGM, are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors, together with their associates, intend to vote in favour of the relevant resolutions in respect of their respective shareholdings in the Company and recommend Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

Yours faithfully

For and on behalf of the Board

Jujiang Construction Group Co., Ltd.

Mr. Lyu Yaoneng

Chairman

- 9 -

APPENDIX I

BIOGRAPHICAL DETAILS OF THE DIRECTOR

CANDIDATES AT THE AGM

Biographical details of the director candidates at the AGM are set out below:

Mr. Lyu Yaoneng (呂耀能), aged 61, has over 35 years of experience in construction engineering industry. Mr. Lyu has been the chairman of the Board, executive Director and general manager of the Company since 17 July 1996, being the date of incorporation of the Company. He was also appointed as the president of the Company since December 2008. He is primarily responsible for corporate strategic planning and overall business development, management of the Company and decision making. The spouse of Mr. Wang Shaolin (王少林), one of the vice presidents of the Company, is the sister of Mr. Lyu. From December 1976 to February 1987, Mr. Lyu worked at Qitang Commune Construction Agency* (騎塘公

社建築社). From March 1987 to April 1991, he worked as Manager and person-in-charge for technical matters at Tongxiang County Qitang Construction Agency* (桐鄉縣騎塘鄉建築社). From May 1991 to

June 1996, he worked as the vice chairman and general manager at Tongxiang County Qitang Construction Company* (桐鄉縣騎塘建築工程公司).

Mr. Lyu completed one-and-a-half-year's studies and obtained a professional certificate (專業證書) in industrial and civil construction (工業及民用建築) from Zhejiang University* (浙江大學) in China in

January 1995. Mr. Lyu obtained a qualification certificate for senior economist (高級經濟師) issued by the Office of Personnel of Zhejiang Province* (浙江省人事廳) of the People's Republic of China (the "PRC")

in December 2006. Mr. Lyu also obtained a qualification certificate for senior engineer in construction

engineering management issued by the Department of Human Resources and Social Security of Zhejiang Province* (浙江省人力資源和社會保障廳) of the PRC in March 2013.

Mr. Lyu Yaoneng held 204,000,000 domestic Shares of the Company, representing approximately 38.25% of the total number of issued shares of the Company.

Mr. Lyu Dazhong (呂達忠 ), aged 58, has over 35 years of experience in construction engineering industry. Mr. Lyu has been an executive Director since 17 July 1996, being the date of incorporation of the Company. He was also appointed as the vice president of the Company since September 2009. He is primarily responsible for formulating and implementing our corporate strategies, overseeing our overall business development and implementing operation plans and participating in the day-to-day management of

our business operations. From September 1979 to December 1992, Mr. Lyu worked at Tongxiang County Qitang Construction Agency* (桐鄉縣騎塘鄉建築社). From January 1993 to July 1996, he worked as the deputy general manger of Tongxiang County Qitang Construction Company* (桐鄉縣騎塘建築工程公司).

Mr. Lyu Dazhong completed two years' part-time studies in industrial and civil construction (工 業及民用建築) at Zhejiang University of Technology* (浙江工業大學) in China in June 2004. Mr. Lyu

Dazhong obtained a qualification certificate for engineer issued by the Personnel Bureau of Jiaxing City* (嘉興市人事局) of the PRC in November 1994. He also obtained a qualification certificate for senior

economist (高級經濟師) issued by the Department of Human Resources and Social Security of Zhejiang Province* (浙江省人力資源和社會保障廳) of the PRC in January 2010.

- I-1 -

APPENDIX I

BIOGRAPHICAL DETAILS OF THE DIRECTOR

CANDIDATES AT THE AGM

Mr. Li Jinyan (李錦燕), aged 44, has over 20 years of experience in construction engineering industry. He has been an executive Director since 6 September 2011. He was also appointed as the vice president of the Company since September 2009. He is primarily responsible for formulating and implementing our corporate strategies, overseeing our overall business development and implementing

operation plans and participating in the day-to-day management of our business operations. From August 1994 to July 1995, he joined Tongxiang City Qitang Construction Company* (桐鄉市騎塘建築工程公

司) as a technician and worked as deputy chief of production technology department of the same company from July 1995 to July 1996.

Mr. Li completed five and a half years' studies in construction engineering at Tongji University* (同 濟大學) in China in December 2000. Mr. Li also obtained a qualification certificate for senior engineer in

construction engineering issued by the Department of Human Resources and Social Security of Zhejiang Province* (浙江省人力資源和社會保障廳) of the PRC in February 2011.

Mr. Lu Zhicheng (陸志城), aged 52, has over 30 years of experience in construction engineering industry. Mr. Lu has been an executive Director since 6 September 2011. He joined our Group as construction worker in July 1996 and was also appointed as the project manager of the Company since May 1998. He is primarily responsible for formulating and implementing our corporate strategies, overseeing our overall business development and implementing operation plans and participating in the day-to-day management of our business operations, in particular with regard to project management of the Company.

From May 1987 to May 1995, he worked at Tongxiang County Qitang Construction Agency* (桐鄉縣 騎塘鄉建築社), while from May 1995 to July 1996, he worked at Tongxiang City Qitang Construction Company* (桐鄉市騎塘建築工程公司).

Mr. Lu completed two years' studies in civil engineering at China University of Petroleum* (中國

石油大學) in China in July 2006. He also obtained a qualification certificate for engineer issued by the Personnel Bureau of Jiaxing City* (嘉興市人事局) of the PRC in September 2009.

Mr. Shen Haiquan (沈海泉), aged 47, has over 15 years of experience in construction engineering industry. He has been an executive Director since 6 September 2011. He joined our Group as construction worker in September 1999 and was also appointed as the project manager of the Company since July 2012. He is primarily responsible for formulating and implementing our corporate strategies, overseeing our overall business development and implementing operation plans and participating in the day-to-day management of our business operations, in particular with regard to project management of the Company.

From April 2003 to June 2006, Mr. Shen worked as the manager of engineering department of Zhejiang Jujiang Real Estate Group Co. , Ltd.* (浙江巨匠房地產集團有限公司).

Mr. Shen completed four years' studies in industrial and civil construction (工業及民用建築) at Jiaxing College* (嘉興學院) in China in June 2004. He also completed two and a half years' studies via online distant learning in civil engineering at Wuhan University of Technology (武漢理工大學) in PRC in

July 2011. Mr. Shen obtained a qualification certificate for senior engineer in construction issued by the Department of Human Resources and Social Security of Zhejiang Province* (浙江省人力資源和社會保障廳)

of the PRC in March 2013.

- I-2 -

APPENDIX I

BIOGRAPHICAL DETAILS OF THE DIRECTOR

CANDIDATES AT THE AGM

Mr. Zheng Gang (鄭剛), aged 52, has over 30 years of experience in construction engineering industry. Mr. Zheng has been an executive Director since 6 September 2011. He joined our Group as director of technology centre in October 2008 and was also appointed as the vice president of the Company since July 2011. He is primarily responsible for formulating and implementing our corporate strategies, overseeing our overall business development and implementing operation plans and participating in the day-to-day management of our business operations. From September 1992 to December 1999, he worked

as the director of testing room at Zhejiang Jiaxing Construction Installation Company Ltd.* (浙江嘉興建 築安裝有限公司). From January 2001 to April 2003, he worked as director of testing centre at Zhejiang Zhongyuan Construction Company Ltd.* (浙江中元建設股份有限公司). From May 2003 to October 2006,

he worked as the manager at Jiaxing City Zhongyuan Engineering Inspection Company Ltd.* (嘉興市中元 工程檢驗有限責任公司). Mr. Zheng worked as the general manager of Jiaxing City Zhongxu Engineering Inspection Company Ltd.* (嘉興市中旭工程檢驗有限責任公司) and Jiaxing City Chunqiu Construction Engineering Inspection Company Ltd.* (嘉興市春秋建設工程檢測有限責任公司) from November 2006 to

March 2008 and from April 2008 to September 2008, respectively.

Mr. Zheng completed two years' studies in materials science and engineering majoring in building

materials at Tongji University* (同濟大學) in China in July 1988. He also completed five and a half years' studies in industrial and civil construction (工業與民用建築) at Tongji University* (同濟大學) in China

in December 1999. Mr. Zheng obtained a qualification certificate for senior engineer of professor grade in construction (建築施工專業教授級高級工程師) issued by the Department of Human Resources and Social Security of Zhejiang Province* (浙江省人力資源和社會保障廳) of the PRC in April 2015.

Mr. Yu Jingxuan (余景選), aged 49, has been an independent non-executive Director since 24 November 2016. He is primarily responsible for attending meetings of our Board to perform duties as a Board member, but not participating in the day-to-day management of our business operations. He has obtained a master's degree in management majoring in accounting from Shanghai University of Finance and Economics in February 2001, and a doctor's degree in management majoring in agricultural economics

management from Northwest A&F University in June 2011. Mr. Yu has been an associate professor at the School of Accounting in Zhejiang University of Finance and Economics (浙江財經大學會計學院)

("ZUFE") since November 2004. Since July 2017, he has been an independent director of Innovative Medical Management Co.,Ltd. (stock code: 002173.SZ). He is currently the secretary and deputy officer to the financial management department of Party Branch Committee. He served as a teaching assistant from August 1993 to March 1999, and a lecturer from March 1999 to November 2004 in ZUFE.

Mr. Ma Tao (馬濤) (formerly known as Ma Xin'ai (馬新愛)), aged 63, has obtained a professional master degree in history from Hebei Normal University in July 1985, a professional doctoral degree in philosophy from Fudan University in July 1996, and a professional postdoctoral degree in economics from Fudan University in November 1997. From December 1997 to March 2001, he served as a professor at the School of Economics and Management, Tongji University. Since April 2001, he has been a professor and doctoral tutor at the School of Economics, Fudan University. From September 1985 to August 1993, he served as a lecturer at Hebei Normal University. Since July 2016, Mr. Ma has been an independent director of Lushang Health Industry Development Co., Ltd. (stock code: 600223.SH).

- I-3 -

APPENDIX I

BIOGRAPHICAL DETAILS OF THE DIRECTOR

CANDIDATES AT THE AGM

Mr. Wong Ka Wai (王加威), aged 41, has been an independent non-executive Director since 19 August 2015. He is primarily responsible for attending meetings of our Board to perform duties as a Board member, but not participating in the day-to-day management of our business operations. From February 2017 to June 2017, he was an independent non-executive director of Green International Holdings Limited (Stock code: 2700), a company listed on the Main Board of The Stock Exchange of Hong Kong Limited (the "Stock Exchange"). Mr. Wong has worked in various international accounting firms for over seven years. From January 2013 to March 2017, he is the chairman of Jai Dam Distribution (Hong Kong) Co. Ltd. . He is the chief financial officer and company secretary of the Ruifeng Power Group Company Limited (stock code: 2025) a company whose shares are listed on the Main Board of the Stock Exchange since May 2017. Mr. Wong obtained a bachelor's degree of business administration in accountancy from the City University of Hong Kong in November 2001. He was admitted as a member of the Association of Chartered Certified Accountants in 2009.

If the above candidates are appointed as Directors, each of them will enter into a service contract with the Company and shall hold their office until the expiry of the term of the third session of the Board. The remuneration of the Directors are recommended by the Remuneration Committee of the Company and approved by the Board, having regard to their time commitment and responsibilities, the salaries paid by companies.

As at the Latest Practicable Date, save as disclosed above, the director candidates had confirmed that they (i) had not held any directorships in other publicly listed companies in the last three years; (ii) had not had any relationship with any Directors, supervisors, senior management, substantial or controlling shareholders of the Company; and (iii) had not had any interests in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Each of the candidates for independent non-executive Directors has met the independence requirements as set out in Rule 3.13 of the Listing Rules.

There is no other matter relating to the proposed appointment of Directors that needs to be brought to the attention of the Shareholders, nor is there any other information to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

- I-4 -

APPENDIX II

BIOGRAPHICAL DETAILS OF THE EMPLOYEE

REPRESENTATIVE SUPERVISORS

Biographical details of the candidates for employee representative Supervisors elected at the AGM are set out below:

Mr. Lyu Xingliang (呂興良), aged 48, has joined our Company as a shareholder representative

Supervisor since 20 August 2016. He has completed three years' studies in industrial and civil construction at Zhejiang Radio & Television University* (浙江廣播電視大學) in June 2001. He joined the Company as

the deputy chief of the operation division in August 1996, and promoted to chief of the operation division in April 2001. He served as the manager of sales department of the Company from February 2006 to January 2014. He served as the standing deputy general manager of the sales centre of the Company from

January 2014 to December 2016 and he is currently served as vice president. Previously, he served as a budget forecaster of Tongxiang County Qitang Construction Company* (桐鄉縣騎塘建築工程公司), the

predecessor of the Company, from December 1991 to August 1996.

Mr. Zou Jiangtao (鄒江滔), aged 43, has joined the Company since November 2000 and is currently serving as the manager of the seventh branch offices of the Company. He was appointed as an employee representative Supervisor since 25 December 2014. Mr. Zou Jiangtao completed four years' studies in civil engineering at Zhuzhou Institute of Technology* (株洲工學院) in July 2000. Mr. Zou Jiangtao also

obtained a qualification certificate for senior engineer in construction engineering issued by the Department of Human Resources and Social Security of Zhejiang Province* (浙江省人力資源和社會保障廳) of the

PRC in February 2011.

If the above candidates are appointed as Supervisors, each of them will enter into a service contract with the Company and shall hold their office until the expiry of the term of the third session of the board of Supervisors. The emolument of a Supervisor will be determined with reference to the remuneration policies of the Supervisors of the Company.

As at the Latest Practicable Date, save as disclosed above, the employee representative Supervisors

  1. had not held any directorships in other publicly listed companies in the last three years; (ii) had not had any relationship with any Directors, supervisors, senior management, substantial or controlling shareholders of the Company; and (iii) had not had any interests in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

There is no other matter relating to the appointment of the employee representative Supervisors that needs to be brought to the attention of the Shareholders, nor is there any other information to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

- II-1 -

APPENDIX III

BIOGRAPHICAL DETAILS OF THE CANDIDATES FOR

SHAREHOLDER REPRESENTATIVE SUPERVISORS AT THE AGM

Biographical details of the candidates for Shareholder representative Supervisors at the AGM are set out below:

Mr. Chen Xiangjiang (陳祥江), aged 62, has joined our Company as a shareholder representative

Supervisor since 19 August 2015. He was the head of factory of Zhejiang Longchang Leather Group Co. , Ltd* (浙江龍昌皮革集團有限責任公司) from January 1991 to October 1998. He is a general manager of Zhejiang Xianglong Leather Co. , Ltd. (浙江祥隆皮革有限公司) since October 1998. Mr. Chen completed

secondary school at Nanri Secondary School* (南日中學) in PRC in 1975.

Mr. Zhu Jialian (朱 家 煉), aged 58, has joined our Company as a shareholder representative

Supervisor since 24 November 2016. He has completed three years' studies in Mathematics at Zhejiang Institute of Education* (浙江教育學院) in July 1989. Mr. Zhu has been the general manager of Zhejiang Yonghe Adhesive Products Co. , Ltd* (浙江永和膠粘製品股份有限公司) since August 1998 and a director

at Bank of Jiaxing since May 2007. Before that, he served as a biology teacher in Tongxiang City Gaoqiao Secondary School* (桐鄉市高橋中學) from July 1983 to June 1988 and the factory director of school- run factory of Tongxiang City Gaoqiao Secondary School* (桐鄉市高橋中學校辦廠 ) from June 1988 to

August 1998.

If the above candidates are appointed as Supervisors, each of them will enter into a service contract with the Company and shall hold their office until the expiry of the term of the third session of the board of Supervisors. The emolument of a Supervisor will be determined with reference to the remuneration policies of the Supervisors of the Company.

As at the Latest Practicable Date, save as disclosed above, the supervisor candidates (i) had not held any directorships in other publicly listed companies in the last three years; (ii) had not had any relationship with any Directors, supervisors, senior management, substantial or controlling shareholders of the Company; and (iii) had not had any interests in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

There is no other matter relating to the proposed appointment of Shareholder representative Supervisors that needs to be brought to the attention of the Shareholders, nor is there any other information to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

- III-1 -

NOTICE OF ANNUAL GENERAL MEETING

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)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting (the "AGM") of Jujiang Construction Group Co., Ltd. (the "Company") will be held at Unit 1013, E168, 166-168 Des Voeux Road, Central, Hong Kong at 1:00 p.m. on Monday, 31 May 2021 for the purpose of considering and, if thought fit, passing the following resolutions:

AS ORDINARY RESOLUTIONS

  1. To consider and approve the report of the board (the "Board") of directors (the "Directors") of the Company for the year ended 31 December 2020.
  2. To consider and approve the report of the board of supervisors of the Company for the year ended 31 December 2020.
  3. To consider and approve the report of the auditors and the audited consolidated financial statements of the Company for the year ended 31 December 2020.
  4. To consider and, if thought fit, approve the resolution regarding the election of Directors of the third session of the Board (This resolution is effected by cumulative voting process):
    1. election of Mr. Lyu Yaoneng as an executive Director of the Company;
    2. election of Mr. Lyu Dazhong as an executive Director of the Company;
    3. election of Mr. Li Jinyan as an executive Director of the Company;
    4. election of Mr. Lu Zhicheng as an executive Director of the Company;
    5. election of Mr. Shen Haiquan as an executive Director of the Company;
    6. election of Mr. Zheng Gang as an executive Director of the Company;

- AGM-1 -

NOTICE OF ANNUAL GENERAL MEETING

  1. election of Mr. Yu Jingxuan as an independent non-executive Director of the Company;
  2. election of Mr. Wong Ka Wai as an independent non-executive Director of the Company;

and

    1. election of Mr. Ma Tao as an independent non-executive Director of the Company.
  2. To consider and, if thought fit, approve the resolution regarding the election of Shareholder representative Supervisors of the third session of the board of Supervisors (This resolution is effected by cumulative voting process):
    1. election of Mr. Zhu Jialian as a Shareholder representative Supervisor; and
    2. election of Mr. Chen Xiangjiang as a Shareholder representative Supervisor.
  4. To consider and approve the proposals of profit distribution for 2020.
  5. To consider and approve the reappointment of Ernst & Young as the auditor of the Company, to hold office until the conclusion of the next annual general meeting of the Company and to authorise the Board to fix their remuneration.
  6. To authorise the Board to fix the remuneration of the Directors and Supervisors.

AS SPECIAL RESOLUTIONS

9. To grant a general mandate to the Board to, during the relevant period, allot, issue and deal with additional domestic shares not exceeding 20% of the domestic shares of the Company in issue and additional H shares not exceeding 20% of the H Shares of the Company in issue and authorise the Board to make corresponding amendments to the articles of association of the Company ("Articles") as it thinks fit so as to reflect the new capital structure upon the allotment or issuance of shares pursuant to such mandate.

For the purpose of this resolution, relevant period means the period form the passing of this resolution until whichever is the earliest of:

  1. The conclusion of the next annual general meeting of the Company;
  2. The expiration of the period within the next annual general meeting of the Company is required by any applicable laws or the Articles to be held; or
  3. The revocation or variation of the authority given under this resolution by ordinary resolution of the Shareholders of the Company in general meeting.

- AGM-2 -

NOTICE OF ANNUAL GENERAL MEETING

10. the Directors, 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.

In view of the recent developments relating to COVID-19 infection, the Company strongly recommends the Shareholders intending to attend this meeting to vote by filling in and submitting the proxy form, i.e. to indicate their voting intention in the proxy form and designate the chairman of this meeting as your proxy to vote on your behalf on site. The form of proxy is despatched to Shareholders and can also be downloaded from the Stock Exchange's website at www.hkexnews.hk and the Company's website at www.jujiang.cn. In order to be valid, the proxy form for the AGM must be deposited by hand or by post, for holders of H shares of the Company, to the H share registrar of the Company Tricor Investor Services Ltd. at Level 54, 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 AGM (or any adjournment thereof) for taking the poll.

The Company will also take the following precautions and control measures at this meeting to protect the Shareholders from the risk of infection:

  1. Compulsory body temperature check will be taken for every Shareholder or proxy at the entrance of the venue and anyone with a body temperature of more than 37.3 degrees Celsius will not be given access to the venue;
  2. Every Shareholder or proxy is required to wear facial surgical mask before entering into the venue and during their attendance of this meeting;
  3. No refreshment will be served; and
  4. No souvenir will be distributed.

Yours faithfully

For and on behalf of the Board

Jujiang Construction Group Co., Ltd.

Mr. Lyu Yaoneng

Chairman

Zhejiang Province, the PRC, 28 April 2021

- AGM-3 -

NOTICE OF ANNUAL GENERAL MEETING

Notes:

  1. All resolutions at the meeting will be taken by poll pursuant to the Listing Rules. The results of the poll will be published on the websites of The Stock Exchange of Hong Kong Limited and the Company in accordance with the Listing Rules.
  2. The register of members of the Company will be closed from Friday, 30 April 2021 to Monday, 31 May 2021 (both days inclusive), during which period no transfer of H shares of the Company can be registered. Holders of H shares and domestic shares whose names appear on the registers of members of the Company on Friday, 30 April 2021 shall be entitled to attend and vote at the AGM. For holders of H shares who intend to attend and vote at the AGM, 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 54, Hopewell Centre, 183 Queen's Road East, Hong Kong by no later than 4:30 p.m. on Thursday, 29 April 2021.
  3. Shareholders who intend to attend the AGM should complete the reply slip and return it by hand, by fax or by post to the H share registrar of the Company (for holders of H shares of the Company) or to the head office in the PRC of the Company (for holders of domestic shares of the Company) on or before Monday, 10 May 2021.
  4. Shareholders who are entitled to attend and vote at the AGM may appoint one or more proxies to attend and vote on their behalves. A proxy need not be a Shareholder.
  5. In order to be valid, the proxy form for the AGM must be deposited by hand or by post, for holders of H shares of the Company, to the H share registrar of the Company Tricor Investor Services Ltd. at Level 54, 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 AGM (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 AGM 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 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.
    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.
  6. 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.
  7. Shareholders or their proxies shall provide their identity documents when attending the AGM.
  8. The address of the headquarters in the PRC of the Company is No. 669 Qingfeng South Road (South), Tongxiang City, Zhejiang Province, PRC.
  9. Shareholders who attend the AGM shall bear their own traveling and accommodation expense.

- AGM-4 -

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Jujiang Construction Group Co. Ltd. published this content on 28 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 April 2021 23:12:01 UTC.