China Infrastructure & Logistics Group Ltd. — Proxy Solicitation & Information Statement 2023

Dec 28, 2023

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.

==> picture [29 x 45] intentionally omitted <==

==> picture [28 x 45] intentionally omitted <==

==> picture [161 x 53] intentionally omitted <==

China Infrastructure & Logistics Group Ltd.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1719)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the “ EGM ”) of China Infrastructure & Logistics Group Ltd. (the “ Company ”) will be held at 10:00 a.m. on 19 January 2024 (Friday) at Conference Room, 3/F, Administration Building, Wuhan International Container Company Limited, 8 Pingjiang Avenue, Yangluo Street, Xinzhou District, Wuhan, Hubei Province, PRC for the purposes of considering and, if thought fit, passing (with or without modifications) the following resolution.

Unless the context requires otherwise, capitalised terms used herein shall have the same meanings as those defined in the circular (the “ Circular ”) of the Company dated 29 December 2023 containing the details in relation to the resolution herein below.

ORDINARY RESOLUTION

“ THAT :

The signing, performance and implementation of the Equity Transfer Agreement are hereby considered, recognised, confirmed and approved; and any one of the Directors of the Company be and is hereby authorised to execute for and on behalf of the Company all such other documents, instruments and agreements, and to take all steps necessary or expedient to implement and/or give effect to the Equity Transfer Agreement; any member of the Group (including those newly established or invested through equity acquisition or other organisations) be and is hereby approved to, in its absolute discretion deemed appropriate or expedient and in the interests of the Company and the shareholders as a whole and based on the actual work needs, to negotiate, develop, execute, amend, supplement and perform all documents in connection with the Equity Transfer Agreement

• 1 -

(including but not limited to the specific agreement contemplated under the Equity Transfer Agreement) and proceed with all things and actions necessary for executing and implementing the Equity Transfer Agreement.”

By order of the Board China Infrastructure & Logistics Group Ltd. Ms. Zhou Wei

Executive Director and Chairman

Hong Kong, 29 December 2023

Notes:

1. A shareholder entitled to attend and vote at the EGM is entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/it; a proxy need not be a shareholder of the Company.

2. Where there are joint registered holders of any Share, any one of such persons may vote at the EGM, either personally or by proxy, in respect of such Share as if he/she were solely entitled thereto, but if more than one of such joint registered holders be present at the EGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such Share shall alone be entitled to vote in respect thereof.

3. In order to be valid, a form of proxy must be deposited at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) not less than 48 hours before the time appointed for the holding of the above meeting or any adjournment thereof. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

4. For the purpose of determining the shareholders’ rights to attend and vote at the EGM, the register of members of the Company will be closed from 16 January 2024 (Tuesday) to 19 January 2024 (Friday) (both days inclusive), during which period no transfers of shares will be registered. In order to be eligible to attend and vote at the above meeting, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on 15 January 2024 (Monday).

As at the date of this notice, the Board comprises Mr. Qiao Yun and Ms. Zhou Wei as executive Directors; Mr. Xu Aoling and Mr. Li Wei as non-executive Directors; and Mr. Chau Kwok Keung, Mr. Fu Xinping and Dr. Mao Zhenhua as independent non-executive Directors.

• 2 -