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Chengdu Expressway Co., Ltd. Proxy Solicitation & Information Statement 2022

May 20, 2022

50166_rns_2022-05-20_e20f7419-e888-4b3e-804c-3f9375d581c2.pdf

Proxy Solicitation & Information Statement

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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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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)

NOTICE OF H SHARE CLASS MEETING

NOTICE IS HEREBY GIVEN that an H share class meeting (the “ H Share Class Meeting ”) of Chengdu Expressway Co., Ltd. (the “ Company ”) will be held at meeting room 1 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 10:30 a.m. (or immediately after conclusion of the extraordinary general meeting) on Friday, 8 July 2022, for the purpose of considering, and if thought fit, passing the following resolutions:

SPECIAL RESOLUTIONS

  1. To consider and approve the proposed amendments to the articles of association of the Company, details of which are set out in Appendix I to the circular of the Company dated 23 May 2022.

  2. To consider and approve the proposed amendments to the rules of procedure of the general meetings of the Company, details of which are set out in Appendix II to the circular of the Company dated 23 May 2022.

On behalf of the board of directors Chengdu Expressway Co., Ltd. Xiao Jun Chairman

Chengdu, the PRC 23 May 2022

As at the date of this notice, the board of directors of the Company comprises Mr. Yang Tan, Ms. Wang Xiao, Mr. Zhang Dongmin and Mr. Luo Dan as executive directors, Mr. Xiao Jun and Mr. Yang Bin as non-executive directors, and Mr. Shu Wa Tung, Laurence, Mr. Ye Yong and Mr. Li Yuanfu as independent non-executive directors.

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Notes:

1. CLOSURE OF REGISTER OF MEMBERS FOR THE H SHARE CLASS MEETING

For the purpose of holding the H Share Class Meeting, the register of members of the Company will be closed from Wednesday, 8 June 2022 to Friday, 8 July 2022 (both days inclusive), during which period no transfer of shares can be registered.

In order to qualify for attending and voting at the H Share Class Meeting, all transfer documents accompanied by the relevant share certificates shall be lodged with the Company’s H share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, before 4:30 p.m. on Tuesday, 7 June 2022.

H shareholders whose names appear on the register of members of the Company on Wednesday, 8 June 2022 shall be eligible to attend and vote at the H Share Class Meeting.

2. APPOINTMENT OF PROXIES

Shareholders who are entitled to attend and vote at the H Share Class Meeting may appoint one or more proxies to attend and vote on their behalves. A proxy need not be a member of the Company.

The instrument appointing a proxy must be in writing under the hand of a shareholder or his attorney duly authorised in writing. If the shareholder is a legal person, that instrument must be executed either under its seal or under the hand of its director or other attorney duly authorised to sign the same.

In order to be valid, the proxy form must be deposited at 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 fixed for holding the H Share Class Meeting. If the proxy form is signed by a person under a power of attorney or other authority, a notarially certified copy of that power of attorney or other authority shall be deposited with the proxy form at the same address as mentioned above. Completion and return of the proxy form will not preclude shareholders from attending and voting in person at the H Share Class Meeting or any adjourned meetings should you so wish.

H shareholders shall produce their identity documents and supporting documents in respect of the shares of the Company held when attending the H Share Class Meeting. If corporate shareholders appoint authorised representative to attend the H Share Class Meeting, the authorised representative shall produce his/her identity documents and a notarially certified copy of the relevant authorisation instrument signed by the board of directors or other authorised parties of the corporate shareholders or other notarially certified documents allowed by the Company. Proxies shall produce their identity documents and the proxy form signed by the shareholders or their attorney when attending the H Share Class Meeting.

3. JOINT SHAREHOLDERS

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

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4. REPLY SLIP

Shareholders who intend to attend the H Share Class Meeting should complete the reply slip and return it to the Board Office of the Company in the PRC by hand, by post or by fax on or before Friday, 17 June 2022. The contact details are as follows:

Contact Person: Mr. Zhang Guangwen Telephone No.: 86 28 86056037 Fax No.: 86 28 86056070 Address: 9th Floor, Chengnan Tianfu Building, No. 66 Shenghe 1st Road, High-Tech Zone, Chengdu, Sichuan Province, the PRC

5. REMINDERS REGARDING COVID-19 PANDEMIC PREVENTION AND CONTROL

In case that the prevention and control measures against the COVID-19 are still ongoing at the time of the H Share Class Meeting, to cooperate with the relevant preventative measures, safeguard the health and safety of the shareholders and attendees and ensure that shareholders may exercise such rights as they are entitled to, the Company recommends that the H shareholders and shareholder proxies who intend to attend the H Share Class Meeting to complete and return the form of proxy for the purpose of voting, that is, you may indicate how you wish your vote to be casted in the form of proxy for use at the H Share Class Meeting and appoint the chairman of the H Share Class Meeting as your proxy to vote on site on your behalf.

If the H shareholders or shareholder proxies choose to attend the H Share Class Meeting on site, they must follow relevant policies and requirements of Chengdu regarding COVID-19 prevention. Please get well protected on your way to and from the meeting and at the meeting venue. Upon arrival at the meeting venue, please follow the instructions of the coordinating staff, and follow the requirements for pandemic prevention such as attendee registration, temperature check, wearing facial masks, etc.

6. MISCELLANEOUS

The H Share Class Meeting is expected to take for less than half a day. Shareholders attending the H Share Class Meeting shall be responsible for their own travel and accommodation expenses.

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