Chengdu Expressway Co., Ltd. — AGM Information 2020

May 25, 2020

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Chengdu Expressway Co., Ltd. 成都高速公路股份有限公司

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

(Stock Code: 01785)

SUPPLEMENTAL FORM OF PROXY FOR ANNUAL GENERAL MEETING

Number of shares to which this supplemental form of proxy relates[ (Note 1)]

I/We[(Note 2)]

of (Address)

domestic shares/H shares[(Note 3)] of RMB1.00 each in the share capital of

being the holder(s) of

[(Note 4)]

Chengdu Expressway Co., Ltd. (the “ Company ”), hereby appoint the Chairman of the meeting or

of (address) , as my/our proxy(ies) to attend the annual general meeting of the Company to be held at the meeting room of Chengdu Expressway Co., Ltd., 9th Floor, Chengnan Tianfu Building, No. 66 Shenghe 1st Road, High-Tech Zone, Chengdu, Sichuan Province, the People’s Republic of China (the “ PRC ”) at 10:00 a.m. on Thursday, 11 June 2020 (the “ AGM ”) or any adjournment thereof and to vote at such meeting or at any adjournment thereof in respect of the resolutions set out in the supplemental notice of the AGM dated 26 May 2020 (the “ Supplemental Notice ”) as hereunder indicated on behalf of me/us, or if no such indication is given, as my/our proxy(ies) thinks fit.

is given,	as my/our proxy(ies) thinks fit.
	ORDINARY RESOLUTIONS	FOR(Note 5)	AGAINST(Note 5)	ABSTAIN(Note 5)
10.	To consider and approve the appointments of directors of the second session of the board of directors of the Company (the “Board”):
	10.1. To consider and approve the appointment of Mr. Xiao Jun as a non-executive director of the second session of the Board;
	10.2. To consider and approve the appointment of Mr. Yang Tan as an executive director of the second session of the Board;
	10.3. To consider and approve the appointment of Mr. Zhang Dongmin as an executive director of the second session of the Board;
	10.4. To consider and approve the appointment of Ms. Wang Xiao as an executive director of the second session of the Board;
	10.5. To consider and approve the appointment of Mr. Luo Dan as an executive director of the second session of the Board;
	10.6. To consider and approve the appointment of Mr. Yang Bin as a non-executive director of the second session of the Board;
	10.7. To consider and approve the appointment of Mr. Shu Wa Tung, Laurence as an independent non-executive director of the second session of the Board;
	10.8. To consider and approve the appointment of Mr. Ye Yong as an independent non-executive director of the second session of the Board;
	10.9. To consider and approve the appointment of Mr. Li Yuanfu as an independent non-executive director of the second session of the Board.
11.	To consider and approve the appointments of shareholder representative supervisors of the second session of the supervisory committee of the Company (the “Supervisory Committee”):
	11.1. To consider and approve the appointment of Ms. Jiang Yan as a shareholder representative supervisor of the second session of the Supervisory Committee;
	11.2. To consider and approve the appointment of Ms. Wu Haiyan as a shareholder representative supervisor of the second session of the Supervisory Committee;
	11.3. To consider and approve the appointment of Mr. Zhang Yi as a shareholder representative supervisor of the second session of the Supervisory Committee.

	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	FOR(Note 5)	AGAINST(Note 5)	ABSTAIN(Note 5)
12.		To consider and approve the directors’ fees of the directors of the second session of the Board: the executive directors and non-executive directors shall not receive directors’ fees; Mr. Shu Wa Tung, Laurence, an independent non-executive director, is entitled to an annual directors’ fee of RMB150,000 (exclusive of tax); and each of Mr. Ye Yong and Mr. Li Yuanfu, independent non-executive directors, is entitled to an annual directors’ fee of RMB60,000 (exclusive of tax).
13.		To consider and approve that the shareholder representative supervisors of the second session of the Supervisory Committee shall not receive supervisors’ fees.
Date:	2020 Signature(s)(Note 6):

Notes:

1. Please insert the number of shares of the Company registered in your name(s) to which this supplemental proxy relates. If a number is inserted, this supplemental form of proxy will be deemed to relate only to those shares. If no number is inserted, the supplemental form of proxy will be deemed to relate to all shares registered in your name(s) (whether alone or jointly with others).

2. Please insert the full name(s) (in English or Chinese) and address(es) as registered in the register of members of the Company in block letters .

3. Please insert the number of shares of the Company registered in your name(s) and delete as appropriate.

4. If any proxy other than the Chairman of the meeting of the Company is preferred, please strike out the words “the Chairman of the meeting or” and insert the name and address of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend and vote on his/her behalf. A proxy need not be a shareholder of the Company. A proxy of a shareholder who has appointed more than one proxy may only vote on a poll. Any alteration made to this supplemental form of proxy must be initialed by the person(s) who sign(s) it.

5. Important: If you wish to vote for any resolution, please put a tick in the box marked “ FOR ” or insert the number of shares held by you. If you wish to vote against any resolution, please put a tick in the box marked “ AGAINST ” or insert the number of shares held by you. If you wish to abstain from voting, please put a tick in the box marked “ ABSTAIN ” or insert the number of shares held by you. The shares so abstained will be counted in the calculation of the required majority. If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the AGM other than those referred to in the notice of the AGM or the Supplemental Notice.

6. This supplemental form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a legal person, must be either executed under its seal or under the hand of its director or other attorney duly authorised to sign the same. In case of joint holders, this supplemental form of proxy must be signed by the shareholder whose name stands first in the register of members of the Company.

7. To be valid, for holders of H shares of the Company, this supplemental form of proxy and, if such proxy is signed by a person on behalf of the appointer pursuant to a power of attorney or other authority, a notarially certified copy of that power of attorney or other authority must be delivered to the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 24 hours before the time appointed for holding the AGM. For holders of domestic shares of the Company, this supplemental form of proxy and, if such proxy is signed by a person on behalf of the appointer pursuant to a power of attorney or other authority, a notarially certified copy of that power of attorney or other authority must be delivered to the Board Office of the Company in the PRC at 9th Floor, Chengnan Tianfu Building, No. 66 Shenghe 1st Road, High-Tech Zone, Chengdu, Sichuan Province, 610041, the PRC, not less than 24 hours before the time appointed for holding the AGM.

8. In the case of joint holders of shares of the Company, only holder whose name stands first in the register of members of the Company shall alone be entitled to vote at the AGM either in person or by proxy in respect of such shares.

9. The AGM is expected to be held for less than half a day. Shareholders and their proxies who attend the meeting shall arrange for their own transportation and accommodation at their own expenses. Shareholders shall produce their identity documents when attending the AGM.

10. This supplemental form of proxy are applicable for the supplemental resolutions as set out in the Supplemental Notice and is furnished for the sole purpose of supplementing the original form of proxy of the AGM.

11. This supplemental form of proxy will not affect the effectiveness of any form of proxy duly completed and returned by you in relation to the resolutions as set out in the AGM notice dated 24 April 2020. If you have validly appointed proxy(ies) to attend the AGM and act on your behalf thereat, but you have not duly completed and returned this supplemental form of proxy, your proxy(ies) will be entitled to vote at his/her discretion on the ordinary resolutions numbered 10 to 13 as set out in the Supplemental Notice. If you have not duly completed and returned the original form of proxy for use at the AGM, but you have duly completed and returned this supplemental form of proxy to validly appoint proxy(ies) to attend the AGM and act on your behalf thereat, your proxy(ies) will be entitled to vote at his/her discretion on all the resolutions as set out in the AGM notice dated 24 April 2020.

12. If you appoint different proxies to attend the AGM by virtue of this supplemental form of proxy and the original form of proxy and both of them attend the AGM simultaneously, the one validly appointed in the original form of proxy will be designated to vote at the AGM.