Jianzhong Construction Development : (1) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES; (2) PROPOSED RE-ELECTION OF RETIRING DIRECTORS; (3) PROPOSED RE-APPOINTMENT OF INDEPENDENT AUDITOR; AND (4) NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular or as to the action to be taken, you should consult your licensed securities dealer, registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Jianzhong Construction Development Limited, you should at once hand this circular and the enclosed form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer, registered institution in securities, or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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.

Jianzhong Construction Development Limited

建 中 建 設 發 展 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 589)

1. PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES;
2. PROPOSED RE-ELECTION OF RETIRING DIRECTORS;
3. PROPOSED RE-APPOINTMENT OF INDEPENDENT AUDITOR; AND
4. 1. NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Jianzhong Construction Development Limited to be held at 11 : 00 a.m. on Thursday, 3 June 2021 at 20/F, Jinlan Building, No. 33 Zhaoqiang Road, Mawei District, Fuzhou City, Fujian Province, China and Room 2203, 22/F., Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong concurrently by video conference is set out on pages 17 to 22 of this circular. A form of proxy for use at the annual general meeting is enclosed with this circular. Whether or not you are able to attend such meeting, you are requested to complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return it, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of the power of attorney or authority, to the Company's Hong Kong branch share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding such meeting or any adjourned meeting thereof (as the case may be).

Completion and return of the form of proxy will not preclude you from attending and voting in person at such meeting or any adjourned meeting thereof (as the case may be) and, in such event, the form of proxy shall be deemed to be revoked.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

To safeguard the health and safety of Shareholders and to prevent the spreading of the COVID-19 pandemic, the following precautionary measures will be implemented at the AGM:

1. Compulsory temperature screening/check
2. Wearing of surgical face mask throughout the AGM
3. No provision of refreshments or drinks

Attendees who do not comply with the precautionary measures referred to above may be denied entry to the AGM venue, at the absolute discretion of the Company as permitted by law.

For the health and safety of the Shareholders, the Company would like to encourage Shareholders to exercise their right to vote at the AGM by appointing the Chairman of the AGM as their proxy and to return their proxy forms by the time specified above, instead of attending the AGM in person.

30 April 2021

CONTENTS

	Pages
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. 1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. 3
Appendix I - Explanatory Statement on the Repurchase Mandate . . . . . . . . . . . . . . .	. 8
Appendix II - Biographical Details of Retiring Directors Proposed to
be Re-elected at the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. 13
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. 17

- i -

DEFINITIONS

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

''AGM''	the annual general meeting of the Company to be held at 11 : 00
	a.m. on Thursday, 3 June 2021 at 20/F, Jinlan Building, No. 33
	Zhaoqiang Road, Mawei District, Fuzhou City, Fujian Province,
	China and Room 2203, 22/F., Tower 1, Admiralty Centre, 18
	Harcourt Road, Admiralty, Hong Kong concurrently by video
	conference, the notice of which is set out on pages 17 to 22 of this
	circular, or any adjourned meeting thereof;
''Articles''	the articles of association of the Company as amended and
	restated, supplemented or modified from time to time;
''Board''	the board of Directors;
''close associate(s)''	has the meaning ascribed to it under the Listing Rules;
''Company''	Jianzhong Construction Development Limited, an exempted
	company incorporated in the Cayman Islands with limited
	liability and the Shares of which are listed on the main board
	of the Stock Exchange (stock code: 589);
''Controlling	has the meaning ascribed thereto under the Listing Rules and
Shareholder(s)''	unless the context otherwise required, refers to MHX Investment
	Limited and Mr. Xun Minghong, a Director;
''core connected	has the meaning ascribed to it under the Listing Rules;
person(s)''
''Director(s)''	director(s) of the Company;
''Group''	the Company and its subsidiaries from time to time;
''Hong Kong''	the Hong Kong Special Administrative Region of the People's
	Republic of China;
''Independent Auditor''	the independent auditor of the Company;
''Issue Mandate''	a general mandate proposed to be granted to the Directors at the
	AGM to allot, issue and deal with Shares of up to 20% of the
	number of the issued Shares as at the date of passing of the
	relevant resolution granting such mandate;

- 1 -

DEFINITIONS

''Jianzhong	Fujian Jianzhong Construction Technology Co., Ltd.* (福建建中
Construction	建設科技有限責任公司) (formerly known as Fujian Jianzhong
Technology''	Construction Machinery Leasing Co., Ltd.* (褔建省建中建築機
	械租賃有限公司), Fujian Jianzhong Construction Technology
	Co., Ltd.* (福建省建中建設科技有限公司) and Fujian Jianzhong
	Construction Technology Co., Ltd.* (福建建中建設科技股份有限
	公司)), a limited liability company established in the PRC on 5
	December 2012 and an indirect wholly-owned subsidiary of our
	Company;
''Latest Practicable	26 April 2021, being the latest practical date prior to the printing
Date''	of this circular for the purpose of ascertaining certain
	information in this circular;
''Listing Rules''	the Rules Governing the Listing of Securities on the Stock
	Exchange;
''Repurchase Mandate''	a general mandate proposed to be granted to the Directors at the
	AGM to repurchase Shares not exceeding 10% of the aggregate
	number of the issued Shares as at the date of passing of the
	relevant resolution granting such mandate;
''SFO''	the Securities and Futures Ordinance (Chapter 571 of the Laws
	of Hong Kong);
''Share(s)''	ordinary share(s) of HK$0.01 each in the share capital of the
	Company;
''Shareholder(s)''	the holder(s) of Share(s);
''Stock Exchange''	The Stock Exchange of Hong Kong Limited;
''subsidiary(ies)''	has the meaning ascribed thereto under the Listing Rules;
''substantial	has the meaning ascribed thereto under the Listing Rules;
shareholder(s)''
''Takeovers Code''	The Codes on Takeovers and Mergers and Share Buy-backs
	issued by the Securities and Futures Commission in Hong Kong;
''HK$''	Hong Kong dollars, the lawful currency of Hong Kong; and
''%''	per cent.

English translation of names in Chinese which are marked with ''*'' in this circular are for identification purpose only.

- 2 -

LETTER FROM THE BOARD

Jianzhong Construction Development Limited

建 中 建 設 發 展 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 589)

Executive Directors:	Registered office:
Mr. Xun Minghong	Suite #4-210, Governors Square
(Chairman and chief executive officer)	23 Lime Tree Bay Avenue
Mr. He Wenlin	PO Box 32311, Grand Cayman
Ms. Zheng Ping	KYI-1209, Cayman Islands
Non-executive Directors:	Head office and principal place of
Mr. Yang Kaifa	business in Hong Kong:
Mr. Wang Wei	Room 1818, 18/F
Mr. Xun Liangbao	Beverley Commercial Centre
	87-105 Chatham Road South
Independent Non-executive Directors:	Tsim Sha Tsui
Mr. Sze Irons, B.B.S., J.P.	Kowloon
Mr. Wong Kun Kau	Hong Kong
Mr. Zhu Diwu
	30 April 2021
To the Shareholders
Dear Sir or Madam,

1. PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES;
2. PROPOSED RE-ELECTION OF RETIRING DIRECTORS;
3. PROPOSED RE-APPOINTMENT OF INDEPENDENT AUDITOR; AND
4. 1. NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding the following resolutions to be proposed at the AGM in relation to the granting of the Issue Mandate, the granting of the Repurchase Mandate, the granting of an extension to the Issue Mandate and the re-election of the retiring Directors.

- 3 -

LETTER FROM THE BOARD

A notice convening the AGM setting out the details of the ordinary resolutions to be proposed at the AGM is set out on pages 17 to 22 of this circular.

ISSUE MANDATE AND REPURCHASE MANDATE

Pursuant to the resolutions of the Shareholders passed on 22 June 2020, the Directors have been granted general unconditional mandates (i) to allot, issue and deal with Shares; and (ii) to repurchase Shares. Such general mandates would expire: (a) at the conclusion of the next annual general meeting of the Company; (b) at the expiration of the period within which the Company is required by any applicable laws or the Articles to hold its next annual general meeting; or (c) when varied, revoked or renewed by an ordinary resolution of Shareholders in general meeting, whichever is the earliest.

As at the Latest Practicable Date, the existing general mandates have not been utilised and will lapse at the conclusion of the AGM. Therefore, ordinary resolutions will be proposed at the AGM that the Directors be granted:

1. a general unconditional mandate to allot, issue and deal with new Shares with the aggregate nominal value not exceeding 20% of the number of Shares in issue on the date of passing the relevant resolution (that is, the Issue Mandate);
2. a general unconditional mandate to exercise all the powers of the Company to purchase or repurchase Shares with the aggregate nominal value not exceeding 10% of the number of Shares in issue on the date of passing the relevant resolution (that is, the Repurchase Mandate); and
3. the extension of the Issue Mandate set out in (i) above to include the number of shares which may be purchased or repurchased by the Company pursuant to the Repurchase Mandate set out in (ii) above.

An explanatory statement providing the requisite information regarding the Repurchase Mandate as required to be sent to the Shareholders under the Listing Rules is set out in Appendix I to this circular.

The Company had in issue an aggregate of 625,000,000 Shares as at the Latest Practicable Date. Subject to the passing of the proposed resolutions for the approval of the Issue Mandate and the Repurchase Mandate and in accordance with the terms therein, the Company will be allowed to allot, issue and deal with a maximum of 125,000,000 new Shares and to repurchase a maximum of 62,500,000 Shares respectively, on the basis that no further Shares will be issued or repurchased by the Company between the Latest Practicable Date and the date of the AGM.

- 4 -

LETTER FROM THE BOARD

RE-ELECTION OF DIRECTORS

As at the Latest Practicable Date, the Board comprises three executive Directors, namely Mr. Xun Minghong, Mr. He Wenlin and Ms. Zheng Ping, three non-executive Directors, namely Mr. Yang Kaifa, Mr. Wang Wei and Mr. Xun Liangbao, and three Independent Non-executive Directors, namely Mr. Sze Irons, B.B.S., J.P., Mr. Wong Kun Kau and Mr. Zhu Diwu.

Pursuant to article 108(a) of the Articles, one-third of the Directors shall retire from office by rotation at each annual general meeting and every Director shall be subject to retirement by rotation at least once every 3 years. Pursuant to article 112 of the Articles, any Director appointed to fill a casual vacancy should hold office only until the first general meeting of the Company after his appointment. A retiring Director shall be eligible for re-election.

Mr. Wang Wei, who was appointed on 30 March 2021 by the Board to fill a casual vacancy, will hold office until the forthcoming general meeting of the Company and be eligible for re-election. Mr. Xun Minghong, an executive Director, Mr. Yang Kaifa and Mr. Wang Wei, Non-executive Directors and Mr. Zhu Diwu, an Independent non-executive Director, shall retire from office at the AGM pursuant to article 108(a) of the Articles and, being eligible, offers themselves for re-election.

The biographical details of the retiring Directors who offered themselves for re-election are set out in Appendix II to this circular.

The Company's nomination committee has assessed the independence of the independent non-executive Directors by reference to the guidelines set out in Rule 3.13 of the Listing Rules and is of the view that they are independent of the Company. The Company's nomination committee has also reviewed the qualifications, skills and experience of the retiring Directors and is of the view that they can contribute the appropriate knowledge, expertise and diversity in perspectives to the Board and recommended to the Board the proposed re-election of all the retiring Directors.

RE-APPOINTMENT OF INDEPENDENT AUDITOR

KPMG, which has audited the consolidated financial statements of the Company for the year ended 31 December 2020, will retire as the Independent Auditor at the AGM and, being eligible, offers itself for re-appointment. The Board proposes to re-appoint KPMG as the Independent Auditor in respect of the audited consolidated financial statements of the Group for the year ending 31 December 2021 and to authorise the Board to fix its remuneration.

DIVIDEND

The Board recommended the payment of a final dividend of HK2.08 cents per ordinary share for the financial year. The total dividend payout for the year is approximately HK$13.0 million (equivalent to approximately RMB10.9 million).

- 5 -

LETTER FROM THE BOARD

AGM AND PROXY ARRANGEMENT

The notice convening the AGM is set out on pages 17 to 22 of this circular. Ordinary resolutions will be proposed at the AGM, among others, to approve the granting of the Issue Mandate, the granting of the Repurchase Mandate, the granting of an extension to the Issue Mandate and the re-election of the retiring Directors.

A form of proxy for use in connection with the AGM is enclosed herewith. Whether or not you are able to attend the meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the branch share registrar of the Company in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not later than 48 hours before the time appointed for the holding of the AGM or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjourned meeting thereof (as the case may be) and, in such event, the form of proxy shall be deemed to be revoked.

VOTING AT THE AGM

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, all the resolutions proposed at the AGM will be taken by way of poll. None of the Shareholders is required to abstain from voting at the AGM pursuant to the Listing Rules and/or the Articles.

An announcement on the poll results will be made by the Company after the AGM on websites of (1) the Stock Exchange at www.hkexnews.hk; and (2) the Company at www.fjjzkj.comin due course.

CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Monday, 31 May 2021 to Thursday, 3 June 2021, both days inclusive, during which period no transfer of Shares will be effected. In order to qualify to attend and vote at the AGM, all transfers of shares, accompanied by the relevant share certificates, must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4 : 30 p.m. on Friday, 28 May 2021.

In addition, subject to the approval of the proposed final dividend by the shareholders at the AGM, the register of members will be closed on Wednesday, 9 June 2021 for the purpose of determining shareholders who qualify for the proposed final dividend. In order to qualify for the proposed final dividend, which will be paid in cash on or around 24 June 2021 to shareholders whose names appear on the register of members of the Company on 9 June 2021, all transfers accompanied by the relevant share certificate must be lodged with

- 6 -

LETTER FROM THE BOARD

the Company's Hong Kong share registrar and transfer office, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4 : 30 p.m. on Tuesday, 8 June 2021.

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 or this circular misleading.

RECOMMENDATION

The Directors believe that the Issue Mandate, the Repurchase Mandate, the extension of the Issue Mandate and the re-election of retiring Directors are in the interests of the Company as well as the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of all the resolutions to be proposed at the AGM as set out in the notice of the AGM on pages 17 to 22 of this circular.

ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the Appendices to this circular, namely Appendix I - Explanatory Statement on the Repurchase Mandate; and Appendix II - Biographical Details of the Retiring Directors to be re-elected at the AGM.

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

Yours sincerely,

By order of the Board

Jianzhong Construction Development Limited

XUN Minghong

Chairman and Executive Director

- 7 -

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

The following is the explanatory statement as required by the Listing Rules to be provided to the Shareholders concerning the Repurchase Mandate proposed to be granted to the Directors at the AGM.

SHARE CAPITAL

As at the Latest Practicable Date, there were a total of 625,000,000 Shares in issue.

Subject to the passing of the ordinary resolution granting the Repurchase Mandate at the AGM and on the basis that there will be no change in the total number of issued Shares before the AGM, the Directors would be authorised under the Repurchase Mandate to repurchase, during the period in which the Repurchase Mandate remains in force, a maximum of 62,500,000 Shares, representing 10% of the total number of issued Shares as at the date of the AGM. The Repurchase Mandate will remain in effect until the earliest of: (i) the conclusion of the next annual general meeting; (ii) the expiration of the period within which the next annual general meeting is required to be held by the Articles or applicable law of Hong Kong; or (iii) the date on which such authority is revoked or varied by an ordinary resolution of the Shareholders in general meeting of the Company.

REASONS FOR REPURCHASE

The Directors have no present intention to repurchase any Shares but consider that the Repurchase Mandate will provide the Company with the flexibility to make such repurchase when appropriate and beneficial to the Company. Such repurchases, depending on market conditions and funding arrangements at the time, may lead to enhancement of the net asset value of the Company and/or the earnings per share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole. The number of Shares to be repurchased on any occasion and the price and other terms on which the same are repurchased will be decided by the Directors at the relevant time, having regard to the circumstances then pertaining.

SOURCE OF FUNDS

The Company is empowered by the Articles to repurchase its Shares. In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the Articles, the Companies Law of the Cayman Islands, the Listing Rules and/or other applicable laws, rules and regulations, as the case may be.

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited consolidated financial statements contained in the annual report of the Company for the year ended 31 December 2020) in the event that the Repurchase Mandate was to be exercised in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

- 8 -

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

None of the Directors nor, to the best of the knowledge and belief of the Directors, having made all reasonable enquiries, any of their respective close associates has any present intention, in the event that the Repurchase Mandate is approved by the Shareholders, to sell Shares to the Company. No core connected person (as defined in the Listing Rules) of the Company has notified the Company that he/she/it has a present intention to sell Shares to the Company nor has he/she/it undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Repurchase Mandate is approved by the Shareholders.

UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules, the applicable laws of the Cayman Islands and the Articles.

EFFECT OF THE TAKEOVERS CODE

If a Shareholder's proportionate interest in the voting rights of the Company increases as a result of the Directors' exercising the powers of the Company to repurchase Shares pursuant to the Repurchase Mandate, such increase will be treated as an acquisition of voting rights for the purposes of Rule 32 of the Takeovers Code and, if such increase results in a change of control, may in certain circumstances give rise to an obligation to make a mandatory offer for Shares under Rule 26 of the Takeovers Code.

- 9 -

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

If the Repurchase Mandate were exercised in full, the shareholding percentage of the Shareholders, who have an interest in 5% or more of the issued share capital of the Company (based on the number of the Shares they held as at the Latest Practicable Date), before and after such repurchase would be as follows:

Shareholder

MHX Investment Limited

Mr. Xun Minghong (''Mr. Xun MH'') (Note 2)

Ms. Song Dongling (宋冬玲) (''Mrs. Xun'') (Note 2)

CV Construction Capital Limited

Conch Venture

Development

Limited (Note 3)

Yijiang International

Limited (Note 3)

Shanghai Yijiang Investment Limited* (上海弋江投資有限

公司) (Note 3)

Anhui Conch Venture Investment Co. Ltd.* (安徽海螺創業投資有限

責任公司) (Note 3)

Furi Investment Limited Mr. Xun Liangbao

			Approximate
		Percentage of	percentage of
Number of	shareholding	shareholding if
Shares/	as at the Latest	the Repurchase
underlying	Practicable	Mandate is
shares held	Date	exercised in full
299,156,250	(L)	47.87%	53.18%
314,908,375	(L)	50.39%	55.98%
314,908,375	(L)	50.39%	55.98%
102,937,500	(L)	16.47%	18.30%
102,937,500	(L)	16.47%	18.30%
102,937,500	(L)	16.47%	18.30%
102,937,500	(L)	16.47%	18.30%
102,937,500	(L)	16.47%	18.30%
45,594,125	(L)	7.30%	8.11%

(''Mr. Xun LB'') (Note 4)	45,594,125	(L)	7.30%	8.11%
Ms. Leng Yan (冷艷) (Note 4)	45,594,125 (L)	7.30%	8.11%

Notes:

1. The letter ''L'' denotes the entity/person's long position (as defined under Part XV of the SFO) in such Shares.
2. The Company is directly owned as to 47.87% by MHX Investment Limited and 2.55% by JingH Investment Limited. MHX Investment Limited is beneficially wholly-owned by Mr. Xun MH, JingH Investment Limited is owned as to 36.99% by Mr. Xun MH. Mr. Xun MH is deemed to be interested in the same number of Shares that are held by MHX Investment Limited and JingH Investment Limited under the SFO. Mrs. Xun is the spouse of Mr. Xun MH and is therefore deemed to be interested in the same number of Shares in which Mr. Xun MH is interested under the SFO.

- 10 -

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

1. The Company is directly owned as to 16.47% by CV Construction Capital Limited. CV Construction Capital Limited is beneficially wholly-owned by Conch Venture Development Limited. Conch Venture Development Limited is beneficially wholly-owned by Yijiang International Limited. Yijiang International Limited is beneficially wholly-owned by Shanghai Yijiang Investment Limited, which in turn is beneficiary wholly-owned as to 100% by Anhui Conch Venture Investment Co. Ltd. Each of Conch Venture Development Limited, Yijiang International Limited, Shanghai Yijiang Investment Limited and the Anhui Conch Venture Investment Co. Ltd. is deemed to be interested in the same number of Shares that are held by CV Construction Capital Limited under the SFO.
2. The Company is directly held as to 45,594,125 shares by Furi Investment BVI. Furi Investment BVI is owned as to 42.01% by Mr. Xun LB. Mr. Xun LB is deemed to be interested in the number of shares that are held by Furi Investment BVI under the SFO. Ms. Leng Yan is the spouse of Mr. Xun LB and is therefore deemed to be interested in the same number of shares in which Mr. Xun LB is interested under the SFO.

On the basis that the issued Shares remains the same, the Directors are not aware of any consequences which would give rise to an obligation to make a mandatory offer under the Rules 26 and 32 of the Takeovers Code. The Directors have no intention to exercise the Repurchase Mandate to such an extent that the public holding of Shares would be reduced below 25% of the issued share capital of the Company.

SHARE PRICES

The highest and lowest traded prices for the Shares on the Stock Exchange during each of the two months prior to the Latest Practicable Date were as follows:

	Highest	Lowest
	HK$	HK$
2020
April	1.98	1.71
May	1.90	1.80
June	1.81	1.56
July	1.80	1.57
August	1.73	1.63
September	1.65	1.53
October	1.56	1.18
November	1.24	1.01
December	1.13	1.00
2021
January	1.64	1.01
February	1.61	1.44
March	1.57	1.35
April (up to the Latest Practicable Date)	1.55	1.39

- 11 -

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

SHARE REPURCHASES MADE BY THE COMPANY

No repurchase of Shares had been made by the Company during the period from the Listing Date to the Latest Practicable Date (whether on the Stock Exchange or otherwise).

- 12 -

APPENDIX II BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

Set out below are the biographical details of the Directors who will retire at the conclusion of the AGM and will be proposed to be re-elected at the AGM.

EXECUTIVE DIRECTOR

Mr. Xun Minghong (荀名紅), aged 51, was appointed as a Director of our Company on 5 February 2019 and was redesignated as the Chairman, Chief Executive Officer and an Executive Director on 23 August 2019. Mr. Xun MH is primarily responsible for supervising our overall management and planning our business strategies.

Mr. Xun MH has over 27 years of experience in the PRC construction industry. He accrued years of industry experience during his employment at Anhui Conch Cement Company Limited (安徽海螺水泥股份有限公司), a company whose shares are listed on the Main Board of the Stock Exchange (stock code: 914) and is a prominent cement producer and supplier in the PRC. Mr. Xun MH had held various positions at Anhui Conch Cement Company Limited during his tenure of employment from July 1993 to December 2002 and his duties covered sales, marketing and management in different working locations including Fujian Province. Subsequently, Mr. Xun MH was employed as a deputy general manager of Tian Xin Trading Company Limited (Fuzhou Development Region) (福州開發 區天信貿易有限公司), a Fuzhou-based company principally engaged in the whole sale of construction materials, steel profiles and hardware accessories from January 2003 to August 2004.

Upon accumulating sufficient experience and adequate expertise, Mr. Xun MH co-established a number of companies with diverse construction-related businesses. From 2004 to 2013, he co-established four companies and undertook a variety of construction works and services: (i) Mingxin Construction, a company principally engaged in trading of cement; (ii) Fujian Runjiang, an investment holding company; (iii) Jianzhong Labour Engineering Co., Ltd, a company principally engaged in construction labour subcontracting; and (iv) Fujian Jianzhong Decoration Engineering Co., Ltd (福建建中裝 修裝飾工程有限公司), a company principally engaged in decoration services.

By virtue of his diversified knowledge and experience in the construction industry, Mr. Xun MH also accumulated a variety of business connection with a network of reputable construction enterprises and contractors in Fujian. Equipped with such industry knowledge, experience and strong business networks, Mr. Xun MH founded Jianzhong Construction Technology on 5 December 2012 and engaged in the leasing of construction machinery, equipment and tools in Fujian. Jianzhong Construction Technology had since then diversified its business to include the provision of a wide spectrum of construction works as its core business.

Mr. Xun MH obtained the graduation certificate of specialised studies in law (法律專 業) from Anhui Province Higher Education Self-study Examination Committee (安徽省高等 教育自學考試委員會) and Anhui University (安徽大學) in the PRC in June 1993.

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APPENDIX II BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

Mr. Xun MH obtained the Qualification Certificate of Specialty and Technology (專業 技術資格證書) from the Ministry of Personnel of the PRC (中華人民共和國人事部) in April 1994, specialising in the area of logistics economics (運輸經濟專業).

Mr. Xun MH has entered into a service contract with the Company with an initial term of three years commencing from 18 March 2020, but will be subject to retirement by rotation and eligible for re-election pursuant to the Articles. Mr. Xun MH is entitled to a director's fee or salary of HK$200,000 per annum, which is subject to review by the remuneration committee and the Board from time to time.

As at the Latest Practicable Date, Mr. Xun MH is interested in 314,908,375 Shares of which 299,156,250 Shares and 15,752,125 Shares were held through MHX Investment Limited (which is wholly-owned by Mr. Xun MH) and JingH Investment Limited (which is owned as to 36.99% by Mr. Xun MH) respectively.

NON-EXECUTIVE DIRECTOR

Mr. Yang Kaifa (楊開發), aged 47, was appointed as a Non-executive Director of our Company on 23 August 2019. Mr. Yang has extensive experience in securities management and the PRC capital markets. From July 1996 to July 2017, Mr. Yang worked in Anhui Conch Cement Company Limited (安徽海螺水泥股份有限公司), a company whose shares are listed on the Main Board of the Stock Exchange (stock code: 914) where he served, among others, as assistant to the officer-in-charge (主任助理), deputy officer-in-charge (副 主任) and officer-in-charge (主任) of the secretariat to the board of directors (董事會秘書 室), secretary to the board of directors (董事會秘書), as well as deputy officer-in-charge of the regional management committee in Jiangxi Region (江西區域管理委員會副主任). Mr. Yang's major duties in Anhui Conch Cement Company Limited covered areas over company secretarial, securities affairs and general management functions. Since July 2017 and July 2019, Mr. Yang has served as a deputy general manager (副總經理), general manager (總經理) of Anhui Conch Venture Investment, a substantial shareholder of the Company.

Mr. Yang obtained a bachelor degree of arts (文學學士) studies specialised in foreign linguistics in English (外語系英語) from Anhui University (安徽大學) in the PRC in July 1996.

Mr. Yang obtained the Qualification Certificate of Specialty and Technology (專業技 術資格證書) as a senior economist (高級經濟師) from Anhui Province Human Resources Bureau (安徽省人事廳) in May 2009.

Mr. Yang has entered into a service contract with the Company with an initial term of three years commencing from the 18 March 2020, but will be subject to retirement by rotation and eligible for re-election pursuant to the Articles. Mr. Yang will not receive any director's fee for his service as a non-executive Director.

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APPENDIX II BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

Mr. Wang Wei (王偉), aged 55, was appointed as a non-executive Director of our Company on 30 March 2021 and is responsible for providing strategic advice to the business and operation of the Group.

Mr. Wang completed his studies from Anhui Province Tongling College of Finance and Economics* (安徽省銅陵財經專科學校) (currently known as Tongling University (銅陵 學院)), in the PRC in August 1986 and has over 20 years of experience in the PRC construction industry. Mr. Wang joined Anhui Conch Cement Company Limited (安徽海螺 水泥股份有限公司), a company which shares are listed on the Main Board of the Stock Exchange (stock code: 914) in July 1992 and held several positions such as the deputy general manager (副總經理) and general manger (總經理) of its subsidiaries. Since February 2018 and July 2019, Mr. Wang has served as an assistant to general manager (總經理助理) and a deputy general manager (副總經理), respectively, of Anhui Conch Venture Investment Co. Ltd.* (安徽海螺創業投資有限責任公司), a substantial shareholder of the Company (as defined in the Listing Rules) as at the date of this circular.

Mr. Wang has entered into a service contract with the Company with an initial term of three years commencing from 30 March 2021, and shall thereafter continue on a month to month basis. Mr. Wang will not receive any director's fee for his service as a non-executive Director.

• For identification purpose only

INDEPENDENT NON-EXECUTIVE DIRECTOR

Mr. Zhu Diwu (朱地武), aged 46, was appointed to our Board on 18 February 2020 and does not hold any position with other members of our Group. Since May 2017, he has been the co-founder, chairman and chief executive officer of Shanghai Aihui Health Technology Co., Ltd. (上海愛匯健康科技有限公司), a company principally engaged in the provision of information technology services to hospitals in the PRC since May 2017. He has also been a director of Inventio Capital Management (HK) Limited, a company principally engaged in asset management. Mr. Zhu has been mainly responsible for supervisely the overall management in the above two companies.

Mr. Zhu was employed at Deutsche Bank Group from July 2005 to November 2010, where he last served as a director, equities research analyst in the global markets division of the company. Subsequently, Mr. Zhu was employed by Beijing Gao Hua Securities Company Limited from November 2010 to May 2017 and served as a managing director in the global investment research division of the company.

Mr. Zhu completed the study and passed the examinations of the international MBA program co-developed by Fudan University and Massachusetts Institute of Technology in June 2003.

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APPENDIX II BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

Mr. Zhu has entered into a letter of appointment with the Company with an initial term of three years commencing from 18 March 2020, but will be subject to retirement by rotation and eligible for re-election pursuant to the Articles. Mr. Zhu is entitled to a director's fee or salary of HK$150,000 per annum, which is subject to review by the remuneration committee and the Board from time to time.

General

Save as disclosed above, as at the Latest Practicable Date, each of the retiring Directors has confirmed that (i) he/she does not hold any directorship in other public listed companies in Hong Kong or overseas in the past three years or any other major appointments and professional qualifications ; (ii) he/she does not hold any other position with the Company and any member of the Group; (iii) he/she does not have any relationship with any Directors, senior management or substantial shareholders or Controlling Shareholders of the Company; (iv) he/she does not have any interest in the Shares or underlying shares of the Company within the meaning of Part XV of the SFO; and

1. there is no other information that is required to be disclosed pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules nor there is any other matter that needs to be brought to the attention of the Shareholders in relation to his/her reappointment.

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NOTICE OF ANNUAL GENERAL MEETING

Jianzhong Construction Development Limited

建 中 建 設 發 展 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 589)

NOTICE IS HEREBY GIVEN THAT the annual general meeting of Jianzhong Construction Development Limited (the ''Company'') will be held at 11 : 00 a.m. on Thursday, 3 June 2021 at 20/F, Jinlan Building, No. 33 Zhaoqiang Road, Mawei District, Fuzhou City, Fujian Province, China and Room 2203, 22/F., Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong concurrently by video conference, for the purpose of considering and, if thought fit, passing with or without amendments, the following resolutions as ordinary resolutions:

1. to receive and consider the audited financial statements of the Company, the report of the directors (the ''Directors'') and the report of the independent auditor for the year ended 31 December 2020;
2. to re-elect Mr. Xun Minghong as an executive Director;
3. to re-elect Mr. Yang Kaifa as a non-executive Director;
4. to re-elect Mr. Zhu Diwu as an Independent non-executive Director;
5. to re-elect Mr. Wang Wei as a non-executive Director;
6. to authorise the board of Directors (the ''Board'') to fix the Directors' remuneration;
7. to approve the proposed final dividend of HK2.08 cents per share;
8. to re-appoint KPMG as auditor of the Company and authorise the Board to fix the auditor's remuneration; and

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NOTICE OF ANNUAL GENERAL MEETING

as special business, to consider and, if thought fit, pass the followings resolutions (with or without amendments) as ordinary resolutions:

9. ''THAT:

1. subject to paragraph (c) below, pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (''Listing Rules''), the exercise by the directors of the Company during the Relevant Period (as defined in paragraph (d) of this resolution) of all the powers of the Company to allot, issue or otherwise deal with unissued shares of the Company (''Shares'') (including the issue of any securities convertible into Shares, issue of any Shares pursuant to the Share Option Scheme (as defined below) or grant options, warrants or similar rights to subscribe for any Shares) in the capital of the Company and to make or grant offers, agreements, options and other rights, including warrants to subscribe for shares of the Company and other securities, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;
2. the approval in paragraph (a) above shall authorise the directors of the Company during the Relevant Period (as defined in paragraph (d) of this resolution) to make or grant offers, agreements, options and other rights which might require the exercise of such powers after the end of the Relevant Period (as defined in paragraph (d) of this resolution);
3. the aggregate number of shares of the Company allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraphs (a) and (b) above, otherwise than pursuant to (i) a Rights Issue (as defined in paragraph (d) of this resolution); or (ii) the exercise of any options granted under the Share Option Scheme (or similar arrangements) adopted from time to time in accordance with the Listing Rules; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of shares of the Company in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company in force from time to time; or (iv) any issue of shares of the Company upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into shares of the Company, shall not exceed the aggregate of: (aa) 20% of the aggregate number of issued Shares as at the date of the passing of this resolution; and (bb) (if the directors of the Company are so authorised by a separate ordinary resolution of the shareholders of the Company) the aggregate number of such Shares purchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10% of the number of issued shares of the Company as at date of the passing of this resolution), and the authority pursuant to paragraphs (a) and (b) of this resolution shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

1. for the purposes of this resolution:
   ''Relevant Period'' means the period from the passing of this resolution until whichever is the earliest of:
2. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company, or any applicable laws of the Cayman Islands to be held; and
   3. the passing of an ordinary resolution of the shareholders of the Company in general meeting revoking or varying such authority given under this resolution.

''Rights Issue'' means an offer of shares of the Company or offer or issue of warrants or options or other securities giving rights to subscribe for the Shares open for a period fixed by the Directors to holders of Shares on the register of members of the Company on a fixed record date in proportion to their then holding of such shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligation under the laws of, or requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange, in any territory outside Hong Kong, applicable to the Company.); and

''Share Option Scheme'' means the share option scheme adopted by the Company on 18 February 2020.''

10. ''THAT:

1. subject to paragraph (b) below, the exercise by the directors of the Company during the Relevant Period (as defined in paragraph (c) below) of all the powers of the Company to purchase or repurchase Shares of all classes and securities which carry a right to subscribe or purchase shares issued directly or indirectly by the Company on The Stock Exchange of Hong Kong Limited (the ''Stock Exchange'') or on any other stock exchange on which the shares or securities of the Company may be listed and is recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and/or the requirements of the Securities and Futures Commission, the Companies Law of the Cayman Islands, the Listing Rules or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

1. the aggregate nominal amount of the shares of all classes and securities which carry a right to subscribe or purchase shares issued directly or indirectly by the Company which may be purchased or repurchased by the Company pursuant to the approval in paragraph (a) above shall not exceed 10% of the aggregate number of issued Shares at the date of the passing of this resolution, and the said approval shall be limited accordingly; and
2. for the purpose of this resolution:
   ''Relevant Period'' means the period from the passing of this resolution until whichever is the earliest of:
3. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company, or any applicable laws of the Cayman Islands to be held; and
   3. the passing of an ordinary resolution of the shareholders of the Company in general meeting revoking or varying such authority given under this resolution.''

11. ''THAT conditional upon resolutions no. 9 and no. 10 above being passed (with or without amendments), the general and unconditional mandate granted to the directors of the Company to exercise the powers of the Company to allot, issue and deal with shares of the Company pursuant to the resolution set out in resolution no. 9 above be and is hereby extended by the addition thereto an amount of shares representing the aggregate number of Shares purchased or repurchased by the Company pursuant to the authority granted to the directors of the Company under resolution no. 10 above, provided that such amount shall not exceed 10% of the aggregate number of issued Shares as at the date of the passing of this resolution.''

By order of the Board

Jianzhong Construction Development Limited

Xun Minghong

Chairman and Executive Director

Hong Kong, 30 April 2021

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NOTICE OF ANNUAL GENERAL MEETING

Head office and principal place of	Registered office:
business in Hong Kong:	Suite #4-210, Governors Square
Room 1818, 18/F	23 Lime Tree Bay Avenue
Beverley Commercial Centre	PO Box 32311, Grand Cayman
87-105 Chatham Road South	KYI-1209, Cayman Islands
Tsim Sha Tsui
Kowloon
Hong Kong

Notes:

1. All resolutions at the meeting will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands). The results of the poll will be published on the websites of (1) Hong Kong Exchanges and Clearing Limited; and of (2) the Company in accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ''Listing Rules'').
2. A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxy to attend and, subject to the provisions of the articles of association of the Company, vote in his stead. A proxy need not be a member of the Company. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.
   In the case of joint registered holders of any share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto; but if more than one of such joint holders are present at the meeting, whether in person or by proxy, that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.
3. A form of proxy for use at the meeting is being despatched together with this notice. In order to be valid, the form of proxy duly completed and signed in accordance with the instructions printed thereon together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof must be delivered to the office of the Company's Hong Kong branch share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.
4. An explanatory statement containing further details regarding resolution no. 10 above is set out in a circular to the shareholders of the Company, which is being despatched together with this notice. The circular also contains particulars of the Directors proposed to be re-elected at the meeting.

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NOTICE OF ANNUAL GENERAL MEETING

5. The register of members of the Company will be closed from Monday, 31 May 2021 to Thursday, 3 June 2021 (both days inclusive), during which period no transfer of shares will be registered. All transfer of the Company's shares together with the relevant share certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong no later than 4 : 30 p.m. on Friday, 28 May 2021 in order for the holders of the shares to qualify to attend and vote at the AGM or any adjournment thereof.

In addition, subject to the approval of the proposed final dividend by the shareholders at the AGM, the register of members will be closed on Wednesday, 9 June 2021 for the purpose of determining shareholders who qualify for the proposed final dividend. In order to qualify for the proposed final dividend, which will be paid in cash on or around 24 June 2021 to shareholders whose names appear on the register of members of the Company on 9 June 2021, all transfers accompanied by the relevant share certificate must be lodged with the Company's Hong Kong share registrar and transfer office, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4 : 30 p.m. on Tuesday, 8 June 2021.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

To safeguard the health and safety of Shareholders and to prevent the spreading of the COVID-19 pandemic, the following precautionary measures will be implemented at the AGM:

1. Compulsory temperature screening/check
2. Wearing of surgical face mask throughout the AGM
3. No provision of refreshments or drinks

Attendees who do not comply with the precautionary measures referred to above may be denied entry to the AGM venue, at the absolute discretion of the Company as permitted by law.

For the health and safety of the Shareholders, the Company would like to encourage Shareholders to exercise their right to vote at the AGM by appointing the Chairman of the AGM as their proxy and to return their proxy forms by the time specified above, instead of attending the AGM in person.

As at the date of this notice, the Board comprised executive Directors Mr. Xun Minghong (chairman of the Board), Mr. He Wenlin and Ms. Zheng Ping; non-executive Directors Mr. Yang Kaifa, Mr. Wang Wei and Mr. Xun Liangbao; and independent non-executive Directors Mr. Sze Irons, Mr. Wong Kun Kau and Mr. Zhu Diwu.

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