Chengdu Expressway Co., Ltd. — Proxy Solicitation & Information Statement 2024

Dec 20, 2024

广东

湖南大学

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)

REVISED FORM OF PROXY FOR THE POSTPONED EXTRAORDINARY GENERAL MEETING

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

Important note: If the shareholders (the "Shareholders") of the Company have not yet lodged the form of proxy for the extraordinary general meeting originally scheduled to be held on Friday, 27 December 2024 (issued with the notice of the extraordinary general meeting dated 5 December 2024) (the "First Form of Proxy"), the Shareholders are requested to lodge only this revised form of proxy for the postponed extraordinary general meeting (the "Revised Form of Proxy" or the "Form of Proxy"). If the First Form of Proxy has already been lodged, then please note that:

(i) If the Shareholders lodge the Revised Form of Proxy not less than 24 hours before the time appointed for the holding of the postponed extraordinary general meeting (the "Postponed EGM") of the Company to be held on Thursday, 9 January 2025, the Revised Form of Proxy will revoke and replace the First Form of Proxy previously lodged by the Shareholders. The Revised Form of Proxy (if correctly completed) will be treated as a valid form of proxy for the Postponed EGM lodged by the Shareholders.

(ii) If the Shareholders fail to lodge the Revised Form of Proxy, or lodge the Revised Form of Proxy after the Deadline, or incorrectly complete the Revised Form of Proxy, the First Form of Proxy will be treated as a valid form of proxy for the Postponed EGM (if duly completed) lodged by the Shareholders. The proxy appointed by the Shareholder will be entitled to vote in accordance with the instructions previously given by the Shareholder under the First Form of Proxy or at his/her discretion (if no such instructions are given) on any resolution properly put to the Postponed EGM, including any additional resolution as set out in the supplemental notice.

I/We (Note 2)

of (address)

being the holder(s) of _____ domestic shares/H shares (Note 3) of RMB1.00 each in the share capital of

Chengdu Expressway Co., Ltd. (the "Company"), hereby appoint the Chairman of the meeting or _____ (Note 4)

of (address)

as my/our proxy(ies) to attend the Postponed EGM to be held at the 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 10:00 a.m. on Thursday, 9 January 2025 or any adjournment thereof and to vote at the Postponed EGM or at any adjournment thereof in respect of the resolution set out in the notice of the EGM and the supplemental notice of the Postponed EGM as hereunder indicated on behalf of me/us, or if no such indication is given, as my/our proxy(ies) thinks fit.

ORDINARY RESOLUTIONS		FOR (Note 5)	AGAINST (Note 5)	ABSTAIN (Note 5)
1.	To consider and approve the Supplemental Agreement to the Non-competition Agreement entered into between the Company and Chengdu Communications Investment Transportation Construction and Management Group Co., Ltd. (成都交投交通建設管理集團有限公司) and Chengdu Communications Investment Group Co., Ltd. (成都交通投資集團有限公司) on 28 November 2024.
2.	To elect Mr. Jiang Xinliang as a non-executive Director of the second session of the Board of the Company.

Date: _____

Signature(s) (Note 6): _____

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Notes:

1. Please insert the number of shares of the Company registered in your name(s) to which the Form of Proxy relates. If a number is inserted, the Form of Proxy will be deemed to relate only to those shares. If no number is inserted, the 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 Chinese or English) 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 the 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/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Postponed EGM other than those referred to in the notice of the Postponed EGM.

6. The 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, the 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, the Form of Proxy and, if such form of 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 Postponed EGM; while for holders of domestic shares of the Company, the Form of Proxy and, if such form of 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, the PRC, 610041, not less than 24 hours before the time appointed for holding the Postponed EGM.

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

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