Changan Minsheng APLL Logistics Co., Limited — Proxy Solicitation & Information Statement 2021

Nov 9, 2021

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

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重慶長安民生物流股份有限公司

**Changan Minsheng APLL Logistics Co., Ltd. ***

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

(Stock Code: 01292)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the extraordinary general meeting (“ EGM ”) of Changan Minsheng APLL Logistics Co., Ltd. (the “ Company ”) will be held at the Company’s Conference Room, No.1881, Jinkai Road, Yubei District, Chongqing, the People’s Republic of China, at 10:00 a.m. on Friday, 26 November 2021, to consider and approve (if thought fit) the following resolutions:

ORDINARY RESOLUTIONS

1. To consider and approve the revision of the existing annual cap for the non-exempt continuing connected transactions regarding provision of logistics services (including but not limited to the following logistics services: finished vehicle transportation, tire assembly, and supply chain management for car raw materials, components and parts) by the Company and its subsidiaries to Chongqing Changan Automobile Co., Ltd. (" Changan Automobile ") and its associates for the year ending 31 December 2021 to RMB5,000,000,000 under the framework agreement entered into between the Company and Changan Automobile on 4 November 2020 and that the said framework agreement is hereby confirmed and ratified (note 6).

2. To consider and approve the election of Mr. Wan Nianyong as an executive director of the Company for a term commencing from the conclusion of the EGM until the expiry of the term of the fifth session of the board of directors of the Company and to authorize the board of directors of the Company to fix the remuneration and to enter into the service contract with Mr. Wan Nianyong on and subject to such terms and conditions as the board of directors of the Company shall think fit and to do all such acts and things to give effect to such matters (note 7).

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1. To consider and approve the election of Mr. Che Dexi as a non-executive director of the Company for a term commencing from the conclusion of the EGM until the expiry of the term of the fifth session of the board of directors of the Company and to authorize the board of directors of the Company to fix the remuneration and to enter into the service contract with Mr. Che Dexi on and subject to such terms and conditions as the board of directors of the Company shall think fit and to do all such acts and things to give effect to such matters (note 7).

SPECIAL RESOLUTION

1. To consider and approve the amendment to the Articles of Association of the Company (note 8).

By Order of the Board

Changan Minsheng APLL Logistics Co., Ltd. Xie Shikang Chairman

Chongqing, the PRC 10 November 2021

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Notes:

• (1) In order to determine the shareholders of H shares who will be entitled to attend the EGM, the Company will suspend registration of transfer of shares from Tuesday, 23 November 2021 to Friday, 26 November 2021, both days inclusive. In order to qualify to attend the EGM and to vote thereat, non-registered holders of H shares of the Company whose transfer documents have not been registered must deposit the transfer documents accompanied by relevant share certificates with the Company’s H share registrar’s transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17[th] Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong by no later than 4:30 p.m. on Monday, 22 November 2021. Holders of H shares whose names are recorded in the register of members of the Company on Friday, 26 November 2021 are entitled to attend and vote at the EGM.

• (2) A shareholder who has the right to attend and vote at the EGM is entitled to appoint a proxy or proxies (whether or not a member) in writing to attend and vote on his behalf. In the event more than one proxy is appointed, the instruments of appointment should indicate the class and number of Shares the proxies are representing.

The instrument appointing a proxy must be made in writing under the hand of the appointor or his attorney duly notarized in writing. If the appointor is a legal person, the relevant instrument must bear the chop of the legal person, or submitted in person by a director or duly authorized person.

The instrument of appointment must be delivered to the Company’s H share registrar Computershare Hong Kong Investor Services Limited (in respect of H shares) or the office of the board of directors of the Company (in respect of domestic Shares, including non-H foreign Shares) 24 hours before the commencement of the EGM (i.e. before 10:00 a.m. on Thursday, 25 November 2021).

• (3) Shareholders and their proxies should show their documents of identity when attending the EGM.

• (4) After the completion and delivery of the form of proxy, a shareholder may still attend and vote at the EGM.

• (5) Shareholders attending the EGM will be responsible for their own travelling and accommodation expenses.

• (6) For details, please refer to the announcement of the Company dated 29 September 2021 and the circular of the Company which is expected to be despatched to shareholders on or before Wednesday, 10 November 2021.

• (7) For details, please refer to the announcements of the Company 30 July 2021 and 11 October 2021 and the circular of the Company which is expected to be despatched to shareholders on or before Wednesday, 10 November 2021.

• (8) For details, please refer to the announcement of the Company dated 27 August 2021 and the circular of the Company which is expected to be despatched to shareholders on or before Wednesday, 10 November 2021.

• (9) Time and dates in this notice are Hong Kong time and dates.

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As at the date of this notice, the board of directors of the Company comprises: (1) Mr. Xie Shikang, Mr. Chen Wenbo and Mr. William K Villalon as the executive directors; (2) Mr. Chen Xiaodong, Mr. Man Hin Wai Paul (also known as Paul Man) and Mr. Xia Lijun as the non-executive directors; (3) Mr. Chong Teck Sin, Mr. Poon Chiu Kwok, Mr. Jie Jing and Ms. Zhang Yun as the independent nonexecutive directors.

* For identification purpose only

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