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 ANNUAL GENERAL MEETING

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 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 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 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.

ORDINARY RESOLUTIONS

FOR

AGAINST

ABSTAIN

(Note 4)

(Note 4)

(Note 4)

1.

To consider and approve the report of the board (the "Board") of directors of the

Company (the "Directors") 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

Cumulative votes (Note 10)

Directors of the third session of the Board (This resolution is effected by cumulative

(Please fill in the number of votes

voting process):

for 4.1 to 4.9 below)

4.1.

election of Mr. Lyu Yaoneng as an executive Director of the Company;

4.2. election of Mr. Lyu Dazhong as an executive Director of the Company;

4.3. election of Mr. Li Jinyan as an executive Director of the Company;

4.4. election of Mr. Lu Zhicheng as an executive Director of the Company;

4.5. election of Mr. Shen Haiquan as an executive Director of the Company;

4.6. election of Mr. Zheng Gang as an executive Director of the Company;

4.7.

election of Mr. Yu Jingxuan as an independent non-executive Director of the

Company;

4.8. election of Mr. Wong Ka Wai as an independent non-executive Director of

the Company; and

4.9. election of Mr. Ma Tao as an independent non-executive Director of the

Company.

5.

To

consider and, if thought fit, approve the resolution regarding the election

Cumulative votes (Note 10)

of Shareholder representative Supervisors of the third session of the board of

(Please fill in the number of votes

Supervisors (This resolution is effected by cumulative voting process):

for 5.1 to 5.2 below)

5.1. election of Mr. Zhu Jialian as a Shareholder representative Supervisor; and

5.2. election of Mr. Chen Xiangjiang as a Shareholder representative Supervisor

6.

To consider and approve the proposals of profit distribution for 2020.

7.

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.

8.

To authorise the Board to fix the remuneration of the Directors and Supervisors.

SPECIAL RESOLUTIONS

FOR

AGAINST

ABSTAIN

(Note 4)

(Note 4)

(Note 4)

    1. 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.
    2. 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.
  • Delete the inappropriate

Date:

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 A RESOLUTION, TICK THE APPROPRIATE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK THE APPROPRIATE BOX MARKED "AGAINST". IF YOU WISH TO ABSTAIN FROM VOTING ON A RESOLUTION, TICK THE APPROPRIATE BOX MARKED "ABSTAIN". Any abstain vote at the Meeting shall be disregarded as voting rights for the purpose of calculating the result of that resolution, but will be counted in the total number of voting shares. Failure to tick any box will entitle your proxy to cast his vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Annual General Meeting other than those referred to in the notice convening the Annual General 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 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 Meeting (or any adjournment thereof) for taking the poll (the "Closing Time"). 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.
    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.
  8. 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.
  9. Shareholders or their proxies shall provide their identity documents when attending the AGM.
  10. Regarding resolutions number 4.1 to 4.9 and 5.1 to 5.2, cumulative voting system will be used. The term "cumulative voting" means that, when the Shareholders' meeting is electing directors or supervisors, each Share represents the voting rights equivalent to the number of the directors or supervisors to be elected. The total number of voting rights held by each shareholder is equivalent to the product of shares held by him/her multiplying the number of directors or supervisors to be elected. The voting rights owned by Shareholders can be used in a concentrated manner. The Shareholders may use all of the votes concentrating on one particular person, or may distribute the votes for electing several persons. When the total votes cast by a Shareholder on some candidate Directors or Supervisors exceeds the total votes to which he/she is entitled, all the votes cast will become invalid and be regarded as abstain votes; when the total votes cast by a Shareholder for some candidate Directors or Supervisors are less than the total votes to which he/she is entitled, the votes are valid and the remaining votes will be regarded as abstain votes.
    Election shall depend on the number of voting right that each director or supervisor candidate gets and those getting more shall win the election. Meanwhile, the number of voting right that each winning director or supervisor gets shall not be less than half of total number of shares held by the shareholders that are present in the Shareholders' general meeting (according to the number of shares not cumulated).
    Where the elected Directors or Supervisors at the general meeting are less than Directors or Supervisors to be elected, and the number of the elected directors or supervisors is more than two thirds of the number of the members of the Board of Directors or the Board of Supervisors, the vacancy shall be filled up in the next Shareholders' general meeting. If the number of the elected directors or supervisors is less than the number of the directors or supervisors to be elected, and the number of the elected directors or supervisors is also less than two thirds of the number of the members of the Board of Directors or the Board of Supervisors prescribed in the Articles of Association, the candidates of directors or supervisors failed to be elected shall have a second election. When holding the second election of Directors or Supervisors in accordance with the aforesaid matters, the general meeting shall recount the number of cumulative votes of Shareholders based on the number of candidates to be elected in each round of election. If the above-mentioned requirement has not been satisfied after the second election, the Company shall convene another Shareholders' general meeting within two months after the completion of this Shareholders' general meeting for the election of directors or supervisors to fill up the vacancies.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy's (or proxies') name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the meeting of the Company (the 'Purposes'). We may transfer your and your proxy's (or proxies') name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy's (or proxies') name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. You/your proxy (or proxies) has/have the right to request access to and/or correction of the relevant personal data in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to Tricor Investor Services Limited at the above address.

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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 23:14:00 UTC.