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

Jun 8, 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 disclaims 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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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 an extraordinary general meeting (the “ EGM ”) of China Infrastructure & Logistics Group Ltd. (the “ Company ”) will be convened and held at Conference Room, 3/F, Administration Building, Wuhan International Container Company Limited, 8 Pingjiang Avenue, Yangluo Street, Xinzhou District, Wuhan, Hubei Province, China on Wednesday, 28 June 2023 at 09:30 a.m. for the purpose of considering and, if thought fit, passing the following resolutions as ordinary resolutions of the Company:

1. “ THAT

2. (a) the 2023 CIL Comprehensive Port Logistics Services Framework Agreement (as defined in the circular of the Company dated 9 June 2023 (the “ Circular ”)) and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

3. (b) the proposed annual caps for the three years ending 31 December 2025 for the transactions contemplated under the 2023 CIL Comprehensive Port Logistics Services Framework Agreement be and are hereby approved, confirmed and ratified; and

4. (c) any one director of the Company (“ Director(s) ”), or any two Directors if the affixation of the common seal of the Company is necessary, be and is/are hereby authorised for and on behalf of the Company to do all such acts and things and sign, agree, ratify or execute all such documents which he/she/they in his/her/their discretion consider(s) necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the 2023 CIL Comprehensive Port Logistics Services Framework Agreement and any of the transactions contemplated thereunder and to agree to such variations, amendments or waivers of matters relating thereto as are, in the opinion of such Director(s), in the interest of the Company.”

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6. “ THAT

7. (a) the 2023 Hubei Port Comprehensive Port Logistics Services Framework Agreement (as defined in the Circular) and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

8. (b) the proposed annual caps for the three years ending 31 December 2025 for the transactions under the 2023 Hubei Port Comprehensive Port Logistics Services Framework Agreement be and are hereby approved, confirmed and ratified; and

9. (c) any one Director, or any two Directors if the affixation of the common seal of the Company is necessary, be and is/are hereby authorised for and on behalf of the Company to do all such acts and things and sign, agree, ratify or execute all such documents which he/she/they in his/her/their discretion consider(s) necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the 2023 Hubei Port Comprehensive Port Logistics Services Framework Agreement and any of the transactions contemplated thereunder and to agree to such variations, amendments or waivers of matters relating thereto as are, in the opinion of such Director(s), in the interest of the Company.”

By order of the Board of the Directors China Infrastructure & Logistics Group Ltd. Mr. Li Xiaoming Executive Director and Chairman

Hong Kong, 9 June 2023

Registered office:

P.O. Box 309, Ugland House Grand Cayman, KY1-1104 Cayman Islands

Principal place of business in Hong Kong: Unit A, 7/F., On Hing Building, No. 1 On Hing Terrace, Central, Hong Kong

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Notes:

• (i) 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.

• (ii) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.

• (iii) 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.

• (iv) 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 23 June 2023 (Friday) to 28 June 2023 (Wednesday) (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 21 June 2023 (Wednesday).

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

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