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

Dec 20, 2024

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.

成都高速

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 NOTICE OF
POSTPONED EXTRAORDINARY GENERAL MEETING

Reference is made to the notice (the "Notice of the EGM") of the extraordinary general meeting (the "EGM") originally scheduled to be held on Friday, 27 December 2024 of Chengdu Expressway Co., Ltd. (the "Company") dated 5 December 2024.

In accordance with the relevant requirements of the Company Law of the People's Republic of China and other laws and regulations and the Articles of Association (the "Articles of Association") of the Company, Xin Yue Company Limited (新粵有限公司) ("Xin Yue Company"), a shareholder holding 6.04% shareholding of the Company, recently submitted a provisional proposal (the "Provisional Proposal") in writing to the Board of Directors (the "Board") of the Company regarding the proposed appointment of Mr. Jiang Xinliang (蔣欣良) as a non-executive Director of the second session of the Board, and requested the Board to submit the relevant proposal for consideration at the EGM. Pursuant to the requirements of relevant laws, regulations and the Articles of Association, the Board hereby submits the above-mentioned Provisional Proposal from Xin Yue Company to the EGM for consideration and approval by the shareholders (the "Shareholders") of the Company.

Supplemental notice is hereby given that, in order to provide additional time for the Shareholders to consider the proposed additional resolution, the EGM originally scheduled to be held on Friday, 27 December 2024 was postponed to Thursday, 9 January 2025 (the "Postponed EGM"). In addition to the resolution set out in the Notice of the EGM, the following resolution will be considered and, if thought fit, passed by way of an ordinary resolution at the Postponed EGM:

ORDINARY RESOLUTION

1. To elect Mr. Jiang Xinliang as a non-executive Director of the Company.

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Details of the aforementioned resolution are set out in Appendix I to the supplemental notice of the Postponed EGM.

On behalf of the Board
Chengdu Expressway Co., Ltd.
Yang Tan
Chairman

Chengdu, the PRC, 23 December 2024

As at the date of this notice, the Board comprises Mr. Yang Tan, Mr. Xia Wei and Mr. Ding Dapan as executive Directors; Ms. Wu Haiyan as non-executive Director; and Mr. Leung Chi Hang Benson, Mr. Qian Yongjiu and Mr. Wang Peng as independent non-executive Directors.

Notes:

1. In order to determine the list of the Shareholders who are entitled to attend the EGM, the register of members for the EGM was originally scheduled to be closed from 20 December 2024 to 27 December 2024, both days inclusive. Due to the postponement of the EGM, the last date for closure of the register of members for the Postponed EGM will be extended from 27 December 2024 to 9 January 2025, the last day inclusive.

Except for the newly proposed ordinary resolution set out in the supplemental notice of the Postponed EGM, there are no other changes to the resolution as set out in the Notice of the EGM. For details of the resolution to be considered at the Postponed EGM, eligibility to attend the meeting, suspension of Shareholder's registration arrangements, and other related matters, please refer to the circular of the Company dated 5 December 2024.

1. Since the form of proxy for the EGM (the "First Form of Proxy") enclosed with the Notice of the EGM dated 5 December 2024 did not contain the new resolution as set out in this supplemental notice, a new form of proxy for the Postponed EGM (the "Revised Form of Proxy") has been prepared and will be provided together with this supplemental notice.

2. The Revised Form of Proxy applicable for the Postponed EGM is enclosed with this supplemental notice and has also been published on the website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the website of the Company (www.chengdugs.com). In order to be valid, the Revised Form of Proxy must be deposited, for the holders of H shares, 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, or for the holders of domestic shares, at 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 not less than 24 hours before the time fixed for holding the Postponed EGM. Completion and return of the Revised Form of Proxy will not preclude you from attending and voting at the Postponed EGM in person if you so wish.

3. Shareholders of the Company who have not yet lodged the First Form of Proxy and wish to appoint the proxy to attend the Postponed EGM on their behalf should not lodge the First Form of Proxy.

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1. Shareholders who have lodged the First Form of Proxy should 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 EGM of the Company, 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 this supplemental notice.

1. Shareholders should note that completion and return of the Revised Form of Proxy will not preclude them from attending and voting in person at the Postponed EGM. In such case, any instrument appointing a proxy shall be deemed to be revoked.

2. Shareholders who intend to attend the Postponed EGM should complete the revised 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 Thursday, 2 January 2025. The contact details are as follows:

Contact Person: Mr. Xia Wei
Telephone No.: 86 28 86056068
Fax No.: 86 28 86056070
Address: 9th Floor, Chengnan Tianfu Building, No. 66 Shenghe 1st Road, High-Tech Zone, Chengdu, Sichuan Province, the PRC

1. Shareholders are advised to refer to other notes contained in the Notice of the EGM.

2. Unless otherwise indicated, the capitalized terms used herein shall have the same meanings as those defined in the circular of the Company dated 5 December 2024.

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APPENDIX I:

In accordance with the relevant requirements of the Company Law of the People's Republic of China and other laws and regulations and the Articles of Association (the "Articles of Association") of the Company, Xin Yue Company Limited (新粵有限公司) ("Xin Yue Company"), a shareholder holding 6.04% shareholding of the Company, recently submitted a provisional proposal (the "Provisional Proposal") in writing to the Board of Directors (the "Board") of the Company regarding the proposed appointment of Mr. Jiang Xinliang (蔣欣良) ("Mr. Jiang") as a non-executive Director of the second session of the Board, and requested the Board to submit the relevant proposal for consideration at the EGM. Pursuant to the requirements of relevant laws, regulations and the Articles of Association of the Company, the Board hereby submits the above-mentioned Provisional Proposal from Xin Yue Company to the EGM for consideration and approval by the shareholders (the "Shareholders") of the Company.

The biographical details of Mr. Jiang are set out below:

Mr. Jiang Xinliang, aged 51, has served as the head of the Investment and Operation Department of Xin Yue Company, and has concurrently served as a director of Guangdong Jiangzhong Expressway Co., Ltd., Guangzhou Xinyue Asphalt Co., Ltd., Guangdong Kaiyang Expressway Co., Ltd. and Xin Yue (Guangzhou) Financial Leasing Co., Ltd. since November 2015. Prior to joining Xin Yue Company, Mr. Jiang served as an accountant in the Finance Section of the Port Affairs Office of the Transportation Bureau in Xinning County, Hunan Province from September 1993 to March 1996. From March 1996 to September 1999, Mr. Jiang successively served as an accountant and accounting head in the Finance Department of Guangdong Yinhai Group (Stock) Company Limited (廣東銀海集團(股份)有限公司). Mr. Jiang served as the manager of the Management Department of Guangzhou Enhe Trading Beijing Branch (廣州恩和貿易北京分公司) from October 1999 to March 2000, and served as the deputy manager and manager of the Finance Department of Guangdong Guangkong Huayin Property Management Company (廣東廣控華銀物業管理公司) from April 2000 to July 2002. Between August 2002 and October 2015, Mr. Jiang served as the head and deputy director of the Investment and Operation Department of Xin Yue Company.

Mr. Jiang obtained a master's degree from Sichuan University in December 2014 and held qualifications of certified public accountant and certified tax agent.

Save as disclosed above and as at the latest practicable date of this supplemental notice (being 18 December 2024) (the "Latest Practicable Date of this Supplemental Notice"), Mr. Jiang does not have any relationship with any Director, senior management member or substantial or controlling shareholder of the Company, nor does he hold any other position in the Company or any of its subsidiaries or any directorship in other listed company in the last three years.

As at the Latest Practicable Date of this Supplemental Notice, Mr. Jiang does not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance.

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Upon approval by the Shareholders of the proposed appointment of Mr. Jiang as a non-executive Director, the Company will enter into a service contract with Mr. Jiang, who, as a non-executive Director of the second session of the Board, shall hold office for a term commencing from the date of approval of his appointment by the Shareholders until expiry of the second session of the Board of the Company (including the extended term of the second session of the Board due to postponed election of a new session of the Board). Pursuant to the Articles of Association, Directors may offer himself/herself for re-election and re-appointment upon expiry of his/her term. According to the resolution approved at the 2019 annual general meeting of the Company, non-executive Directors of the second session of the Board shall not receive Directors' fees, and therefore, Mr. Jiang, as a non-executive Director of the second session of the Board, will not receive Directors' fees.

Save as disclosed above and as at the Latest Practicable Date of this Supplemental Notice, the Company is not aware of any other matter relating to the proposed appointment of Mr. Jiang as a non-executive Director that needs to be brought to the attention of the Shareholders or any information subject to disclosure pursuant to Rules 13.51(2)(h) to (v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

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