Huayu Expressway Group Limited — Proxy Solicitation & Information Statement 2022

Apr 7, 2022

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Huayu Expressway Group Limited, you should at once hand this circular together with the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

HUAYU EXPRESSWAY GROUP LIMITED 華昱高速集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1823)

PROPOSED GRANT OF GENERAL MANDATES TO ISSUE

AND REPURCHASE SHARES,

PROPOSED RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting (the “AGM”) of Huayu Expressway Group Limited (the “Company”) to be held at Unit 1205, 12/F, Tower 1, Lippo Centre, 89 Queensway, Hong Kong on 9 June 2022 at 11:00 a.m. is set out on pages 15 to 19 of this circular.

A form of proxy for use at the AGM is enclosed with this circular. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk). Whether or not you are intending to attend and vote at the AGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not later than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from subsequently attending and voting at the AGM or any adjourned meeting (as the case may be) in person should you so desire.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

Please see pages 1 and 2 of this circular for measures being taken to try to prevent and control the spread of the coronavirus at the AGM, including:

• compulsory temperature checks

• • health declarations and scanning of the ‘‘LeaveHomeSafe’’ venue QR code • wearing of surgical face masks • no distribution of corporate gifts and refreshments

Any person who does not comply with the precautionary measures may be denied entry into the AGM venue as permitted by law. All attendees are required to wear face masks. The Company reminds Shareholders that they may appoint the Chairman of the meeting as their proxy to vote on the relevant resolutions at the Annual General Meeting as an alternative to attending the AGM in person.

8 April 2022

CONTENTS

		Page
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		ii
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Letter from	the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Appendix I	– Explanatory statement for the Repurchase Mandate . . . . . . . . . . . . . .	9
Appendix II	– Particulars of the retiring Directors
	proposed to be re-elected at the AGM . . . . . . . . . . . . . . . . . . . . . . .	12
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		15

– i –

RESPONSIBILITY STATEMENT

This circular, for which the directors of the Company collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the Company. The directors of the Company, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

– ii –

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

In view of the ongoing coronavirus (COVID-19) epidemic and pursuant to the requirements of the Prevention and Control of Disease (Prohibition on Group Gathering) Regulation (Cap. 599G, Laws of Hong Kong) for prevention and control of its spread, the Company will implement the following preventive measures at the AGM to protect attending Shareholders, staff and other stakeholders from the risk of infection:

• (i) The number of attendees inside the AGM venue will not be more than 20 persons, which include the Shareholders (in person or by proxy) and supporting staff for the AGM. Shareholders and/or their proxies will be admitted into the AGM venue on a ‘‘first-come-first-served’’ basis;

• (ii) Compulsory body temperature checks will be conducted on every Shareholder, proxy and other attendee at the entrance of the AGM venue. Any person with a body temperature of over 37.5 degrees Celsius may be denied entry into the AGM venue or be required to leave the AGM venue;

• (iii) All Shareholders, proxies and other attendees are required to (a) complete and submit at the entrance of the AGM venue a declaration form confirming their names and contact details, and confirming that they have not travelled to, or to their best of knowledge had close contact with any person who has recently travelled to, any affected countries or areas outside of Hong Kong as per guidelines issued by the Hong Kong government at any time in the preceding 14 days; and (b) scan the ‘‘LeaveHomeSafe’’ venue QR code prior to entry into the AGM venue. Any person who does not comply with these requirements will be denied entry into the AGM venue or be required to leave the AGM venue;

• (iv) All attendees will be required to wear surgical face masks inside the AGM venue at all times, and to maintain a safe distance between seats; and

• (v) No refreshments will be served, and there will be no corporate gifts.

To the extent permitted under law, the Company reserves the right to deny entry into the AGM venue or require any person to leave the AGM venue in order to ensure the safety of the attendees at the AGM.

– 1 –

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

In the interest of all stakeholders’ health and safety and consistent with the guidelines for the prevention and control of COVID-19, the Company reminds all Shareholders that physical attendance in person at the AGM is not necessary for the purpose of exercising voting rights. As an alternative, by using proxy forms with voting instructions inserted, Shareholders may appoint the Chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM instead of attending the AGM in person.

Due to the constantly evolving COVID-19 pandemic situation in Hong Kong, the Company may be required to change the AGM arrangements at short notice. Shareholders should check the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.huayu.com.hk) for future announcements and updates on the AGM arrangements.

– 2 –

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

‘‘AGM’’ the annual general meeting of the Company to be convened and held at Unit 1205, 12/F, Tower 1, Lippo Centre, 89 Queensway, Hong Kong on 9 June 2022 at 11:00 a.m. to consider, and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 15 to 19 of this circular; or any adjournment thereof

• ‘‘Articles’’ the articles of association of the Company

• ‘‘Board’’ the board of Directors

• ‘‘close associate(s) has the same meaning ascribed to it under the Listing Rules

• ‘‘Companies Law’’ the Companies Law of the Cayman Islands, as amended from time to time

• ‘‘Company’’ Huayu Expressway Group Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the main board of the Stock Exchange (stock code: 1823)

• ‘‘controlling shareholder(s)’’ has the same meaning ascribed to it under the Listing Rules

• ‘‘core connected person(s)’’ has the same meaning ascribes to it under the Listing Rules

• ‘‘Director(s)’’ the director(s) of the Company

• ‘‘Extension’’ the extension of the Issue Mandate by adding to it an amount representing the aggregate nominal amount of Shares repurchased by the Company pursuant to and in accordance with the Repurchase Mandate

• ‘‘Group’’ the Company and its subsidiaries

• ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong

• ‘‘Hong Kong’’

• the Hong Kong Special Administrative Region of the PRC

– 3 –

DEFINITIONS

• ‘‘Issue Mandate’’

• a general and unconditional mandate to allot, issue and deal with new Shares not exceeding 20% of the total number of issued Shares as at the date of passing of the ordinary resolution approving the same

• ‘‘Latest Practicable Date’’ 1 April 2022, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein

• ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange

• ‘‘PRC’’ The People’s Republic of China and for the purpose of this circular, does not include Hong Kong, the Macau Special Administrative Region and Taiwan

• ‘‘Repurchase Mandate’’ a general and unconditional mandate to the Directors authorizing the repurchases of Shares by the Company on the Stock Exchange not exceeding 10% of the total number of issued Shares as at the date of passing of an ordinary resolution approving the same

• ‘‘RMB’’ Renminbi, the lawful currency of the PRC

• ‘‘SFO’’ the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong)

‘‘Share(s)’’	the ordinary share(s) with a nominal value of HK$0.01
	each in the share capital of the Company
‘‘Shareholder(s)’’	the holder(s) of the Share(s)
‘‘Stock Exchange’’	The Stock Exchange of Hong Kong Limited
‘‘substantial shareholder(s)’’	has the same meaning ascribed to it under the Listing
	Rules
‘‘Takeovers Code’’	the Codes on Takeovers and Mergers published by the
	Securities and Futures Commission of Hong Kong
‘‘%’’	per cent

References to time and dates in this circular are to Hong Kong time and dates.

– 4 –

LETTER FROM THE BOARD

HUAYU EXPRESSWAY GROUP LIMITED 華昱高速集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1823)

Executive Directors:

Mr. Chan Yeung Nam (Chairman) Mr. Fu Jie Pin (Chief Executive Officer) Ms. Liu Bao Hua

Independent non-executive Directors: Mr. Sun Xiao Nian Mr. Chu Kin Wang, Peleus Mr. Hu Lie Ge

Registered office: Cricket Square, Hutchins Drive PO Box 2681 Grand Cayman KY1-1111 Cayman Islands

Head office and principal place of business in the PRC: Zhou Fu Zu Xingguangcun Sanhexiang Yueyang Economic and Technology Development Zone Yueyang Hunan Province The PRC

Principal place of business in Hong Kong: Unit 1205 12/F, Tower 1 Lippo Centre 89 Queensway Hong Kong 8 April 2022

To the Shareholders,

Dear Sir or Madam,

PROPOSED GRANT OF THE GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES,

PROPOSED RE-ELECTION OF RETIRING DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding certain resolutions to be proposed at the AGM to enable you to make an informed decision on whether to vote for or against those resolutions.

– 5 –

LETTER FROM THE BOARD

At the AGM, resolutions will be proposed for the Shareholders to approve, among other things, (i) the grant of the Repurchase Mandate to the Directors; (ii) the grant of the Issue Mandate to the Directors and the Extension; and (iii) the re-election of retiring Directors.

REPURCHASE MANDATE

Pursuant to the ordinary resolutions passed at the annual general meeting of the Company held on 11 June 2021, a general mandate was granted to the Directors to exercise the powers of the Company to repurchase up to 41,260,800 Shares, being 10% of the total number of issued Shares as at 11 June 2021. Such mandate will lapse at the conclusion of the AGM. An ordinary resolution will be proposed at the AGM to grant the Repurchase Mandate to the Directors. As at the Latest Practicable Date, the Company had an issued share capital of HK$4,126,080 divided into 412,608,000 Shares of HK$0.01 each. Subject to the passing of an ordinary resolution approving the Repurchase Mandate and on the basis that no further Shares will be issued or repurchased by the Company prior to the AGM, exercise of the Repurchase Mandate in full would result in up to a maximum of 41,260,800 Shares, representing 10% of the total number of Shares in issue and a share capital of HK$412,608 being repurchased by the Company. An explanatory statement as required under the Listing Rules to provide the requisite information of the Repurchase Mandate is set out in Appendix I to this circular. The Directors wish to state that they have no immediate plan to repurchase any Shares pursuant to the Repurchase Mandate.

ISSUE MANDATE

Pursuant to the ordinary resolutions passed at the annual general meeting of the Company held on 11 June 2021, a general mandate was granted to the Directors to exercise the powers of the Company to allot, issue or deal with up to 82,521,600 Shares, being 20% of the total number of issued Shares as at 11 June 2021.

An ordinary resolution will be proposed at the AGM that the Directors be granted the Issue Mandate in order to provide flexibility and discretion to the Directors to issue new Shares. As at the Latest Practicable Date, the Company had an issued share capital of HK$4,126,080 divided into 412,608,000 Shares of HK$0.01 each. Subject to the passing of an ordinary resolution approving the Issue Mandate and on the basis that no further Shares will be issued or repurchased by the Company prior to the AGM, the exercise of the Issue Mandate in full would result in up to a maximum of 82,521,600 Shares, representing 20% of the total number of Shares in issue and a share capital of HK$825,216 being issued by the Company during the period ending on the earlier of the conclusion of the next annual general meeting of the Company or the date by which the next annual general meeting of the Company is required to be held by law or the date upon which the Issue Mandate is revoked or varied by an ordinary resolution of the Shareholders at a general meeting of the Company. In addition, an ordinary resolution will also be proposed to approve the Extension. The Directors wish to state that they have no immediate plan to issue any new Shares pursuant to the Issue Mandate.

– 6 –

LETTER FROM THE BOARD

RE-ELECTION OF DIRECTORS

As at the Latest Practicable Date, the executive Directors were Mr. Chan Yeung Nam, Mr. Fu Jie Pin and Ms. Liu Bao Hua and the independent non-executive Directors were Mr. Sun Xiao Nian, Mr. Chu Kin Wang, Peleus and Mr. Hu Lie Ge.

Mr. Chan Yeung Nam and Mr. Sun Xiao Nian will retire from office at the AGM. Being eligible, each of them will offer themselves for re-election in accordance with article 84(2) of the Articles. In accordance with Article 83(3) of the Articles of Association, Ms. Liu Bao Hua who was appointed as executive Director on 1 April 2022 shall retire at the AGM. All of the above Directors, being eligible, will offer themselves for re-election at the AGM.

Details of the Directors proposed to be re-elected at the AGM are set out in Appendix II to this circular.

AGM

A notice convening the AGM to be held at Unit 1205, 12/F, Tower 1, Lippo Centre, 89 Queensway, Hong Kong on 9 June 2022 at 11:00 a.m. is set out on pages 15 to 19 of this circular.

ACTIONS TO BE TAKEN

A form of proxy for use by the Shareholders at the AGM is enclosed with this circular. Such form of proxy is also published on the website of the Stock Exchange (www.hkexnews.hk). Whether or not you intend to attend and vote at the AGM in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from subsequently attending and voting at the AGM or any adjourned meeting (as the case may be) in person should you so desire.

VOTING BY POLL

Pursuant to the article 66 of the Articles and the requirement of Rule 13.39 of the Listing Rules, every resolution submitted to the AGM shall be determined by voting by poll.

As at the Latest Practicable Date, to the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, there is no Shareholder who had any material interest in the matters proposed to be approved at the AGM, therefore no Shareholder is required to abstain from voting on the resolutions to be proposed at the AGM.

– 7 –

LETTER FROM THE BOARD

RECOMMENDATION

At the AGM, resolutions will be proposed for the Shareholders to approve, among other things, (i) the grant of the Repurchase Mandate to the Directors; (ii) the grant of the Issue Mandate to the Directors and the Extension; and (iii) the re-election of retiring Directors.

The Directors consider that (i) the grant of the Repurchase Mandate to the Directors; (ii) the grant of Issue Mandate to the Directors and the Extension; and (iii) the re-election of retiring Directors are in the interests of the Company and the Shareholders as a whole and accordingly recommend the Shareholders to vote in favour of the corresponding resolutions to be proposed at the AGM respectively.

CLOSURE OF REGISTER OF MEMBERS

In order to determine the entitlement to attend and vote at the AGM, the register of members and transfer books of the Company will be closed from 6 June 2022 to 9 June 2022 (both days inclusive), during which period no transfer of Shares will be registered. The record date for entitlement to attend and vote at the AGM is 2 June 2022. In order to qualify to attend and vote at the AGM, all transfers of Shares, accompanied by relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 4:30 p.m. on 2 June 2022.

OTHERS

In the event of inconsistency between the English version and the Chinese translation of this circular, the English version shall prevail.

Yours faithfully, For and on behalf of Huayu Expressway Group Limited Chan Yeung Nam Chairman

– 8 –

EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

APPENDIX I

This appendix serves as an explanatory statement as required under the Listing Rules to provide the requisite information to you for consideration of the Repurchase Mandate.

SHARE CAPITAL

As at the Latest Practicable Date, the Company had 412,608,000 Shares in issue or an issued share capital of HK$4,126,080. Subject to the passing of the proposed ordinary resolution approving the Repurchase Mandate and no further Shares was issued, allotted or repurchased by the Company prior to the AGM, the exercise of the Repurchase Mandate in full would result in up to a maximum of 41,260,800 Shares, representing 10% of the total number of Shares in issue and a share capital of HK$412,608 being repurchased by the Company during the period ending on the earlier of: (i) the conclusion of the next annual general meeting of the Company; (ii) the date by which the next annual general meeting of the Company is required to be held by law; or (iii) the date upon which the Repurchase Mandate is revoked or varied by an ordinary resolution of the Shareholders at a general meeting of the Company.

REASONS FOR REPURCHASE

The Directors believe that it is in the interests of the Company and the Shareholders as a whole for the Directors to have general authority from the Shareholders to enable the Company to repurchase Shares in the market. Such repurchases may, depending on market conditions and funding arrangements of the Company at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made if the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole.

FUNDING OF REPURCHASE

The Directors propose that the repurchase of Shares under the Repurchase Mandate would be financed from the Company’s internal resources.

In repurchasing the Shares, the Company may only apply funds legally available for such purposes in accordance with the memorandum of association of the Company and the Articles, the Listing Rules and the applicable laws of the Cayman Islands. A listed company may not repurchase its own shares on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time. The Listing Rules also provide that the shares must be fully paid up and all repurchases must be approved in advance by ordinary resolution of shareholders. Under the laws of the Cayman Islands, repurchases by the Company may only be made out of profits of the Company or out of the proceeds of a fresh issue of Shares made for the purpose, or, if so authorised by the Articles and subject to the provisions of the Companies Law, out of capital. Any premium payable on a redemption or purchase over the par value of the Shares to be purchased must be provided for out of the Company’s profits or share premium account, or, if so authorised by the Articles and subject to the provisions of the Companies Law, out of the Company’s capital.

– 9 –

EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

APPENDIX I

The exercise of the Repurchase Mandate in full will not have a material adverse impact on the working capital or the gearing level of the Company, as compared with the position disclosed in the Company’s audited accounts for the year ended 31 December 2021.

The Directors do not propose to exercise the Repurchase Mandate to such extent that would, in the circumstances, have a material adverse impact on the working capital or the gearing level of the Company which, in the opinion of the Directors, are from time to time appropriate for the Company. The number of the Shares to be repurchased on any occasion and the price and other terms upon which the same are purchased will be decided by the Directors at the relevant time having regard to the circumstances then pertaining.

SHARE PRICES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange during each of the twelve months up to the Latest Practicable Date were as follows:

	Price per	Share
	Highest	Lowest
	HK$	HK$
2021
April	1.55	0.71
May	2.03	1.24
June	2.05	1.36
July	1.60	1.31
August	5.78	1.32
September	7.70	4.78
October	5.66	4.00
November	4.03	2.85
December	4.65	2.77
2022
January	4.24	2.95
February	4.43	3.45
March	4.20	2.13
April (up to the Latest Practicable Date)	2.43	2.38

– 10 –

EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

APPENDIX I

DISCLOSURE OF INTERESTS

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates has any present intention, in the event that the Repurchase Mandate is approved by the Shareholders, to sell any Shares to the Company or its subsidiaries (as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong)).

No core connected person has notified the Company that he/she has a present intention to sell any Shares to the Company nor has undertaken not to sell any of the Shares held by him/her to the Company in the event that the Repurchase Mandate is approved by the Shareholders.

TAKEOVERS CODE

If, as a result of the Shares repurchase pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purpose of the Takeovers Code. Accordingly, a Shareholder, or group of Shareholders acting in concert (within the meaning under the Takeovers Code), could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 and Rule 32 of the Takeovers Code.

As at the Latest Practicable Date, to the best knowledge of the Directors, the controlling Shareholders, namely Velocity International Limited and Mr. Chan Yeung Nam (together the ‘‘Controlling Shareholders’’), together, exercise and/or control the exercise of approximately 72.71% voting rights in the general meeting of the Company.

In the event that the Directors should exercise in full the power to repurchase Shares which is proposed to be granted pursuant to the Repurchase Mandate, the direct and indirect shareholding of the Controlling Shareholders in the Company would increase to approximately 80.79% of the issued share capital of the Company. As at the Latest Practicable Date, the Directors are not aware of the consequences of such increases or as a result of shares repurchases that would result in any of the aforesaid person or any Shareholder, or group of Shareholders acting in concert, becoming obliged to make a mandatory offer under the Takeovers Code. Having said that, the Directors have no intention to exercise the Repurchase Mandate to such an extent that will result in the number of Shares in the hands of public falling below the prescribed minimum percentage of 25%.

REPURCHASES OF SHARES MADE BY THE COMPANY

No repurchase of Shares has been made by the Company in the last six months up to the Latest Practicable Date (whether on the Stock Exchange or otherwise).

– 11 –

PARTICULARS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

APPENDIX II

1. MR. CHAN YEUNG NAM （陳陽南）

Mr. Chan Yeung Nam（陳陽南）, aged 66, is an executive Director and the Chairman of the Company. Mr. Chan is the founder of the Group and was appointed as an executive Director in April 2009. He is responsible for the overall management, development and planning of the Group. He is also responsible for assessing and analyzing investment opportunities involving other infrastructure projects when they arise. Mr. Chan graduated from the Sun Yat-Sen University. He has more than 24 years of experience in the development, operation and management of highways. Mr. Chan has not held any directorships in other public companies listed on the Stock Exchange or overseas in the last three years.

Pursuant to the service agreement entered into between Mr. Chan and the Company, the term of Mr. Chan’s appointment is for a fixed term of 3 years commencing from 23 December 2021 unless terminated by either party upon three months prior written notice. The emolument payable to Mr. Chan is RMB960,000 per annum and may, subject to the discretion of the Directors, be reviewed. In addition, he is also entitled to a discretionary bonus provided that the aggregate amount of the bonuses payable to all the executive Directors for any financial year of the Company shall not exceed 10% of the audited consolidated or combined audited net profit of the Group in respect of that financial year of the Company. His annual emolument as an executive Director has been determined by the Board with reference to his duties, responsibilities, the results of the Group as well as prevailing market conditions.

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Chan was interested in the entire share capital of Velocity International Limited, which held 300,000,000 Shares within the meaning of Part XV of the SFO and is a controlling Shareholder. Save as disclosed above, Mr. Chan did not have or was not deemed to have any other interests or short positions in the shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Save as disclosed above, Mr. Chan does not have any relationship with any other Director, senior management, substantial shareholders or controlling shareholders (as defined under the Listing Rules) of the Company and has no information to be disclosed pursuant to paragraphs (h) to (v) under Rule 13.51(2) of the Listing Rules and there is no other matter that needs to be brought to the attention of the Shareholders.

– 12 –

APPENDIX II

PARTICULARS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

2. MR. SUN XIAO NIAN （孫小年）

Mr. Sun Xiao Nian（孫小年）, aged 57, joined the Company as an independent nonexecutive Director in May 2009. He obtained his master degree in automobiles and transport from 吉林工業大學 (Jilin University of Technology), currently part of the Jilin University. He then further obtained his doctor degree in transportation planning and management from Tongji University. He is a senior engineer of professor’s level accredited by the 廣東省人事廳 (Guangdong Province Personnel Bureau) in 2003 and a registered consultant engineer accredited by the Ministry of Personnel of the PRC. He is now the vice chief engineer and the head of technical consultation centre of the China Academy of Transportation Sciences. Pursuant to the service agreement entered into between Mr. Sun and the Company, the term of Mr. Sun’s appointment is for a fixed term of 3 years commencing from 23 December 2021. The emolument payable to Mr. Sun is RMB50,000 per annum and may, subject to the discretion of the Directors, be reviewed. His annual emolument has been determined by the Board with reference to his duties and responsibilities as well as prevailing market conditions.

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Sun was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Mr. Sun has not been a director of any company listed in Hong Kong or overseas in the last three years. Save as disclosed above, Mr. Sun does not have any relationship with any other Director, senior management, substantial shareholders or controlling shareholders (as defined under the Listing Rules) of the Company and there is no information to be disclosed pursuant to any of the requirements of the provisions under paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules and there are no other matters concerning Mr. Sun that need to be brought to the attention of the Shareholders.

– 13 –

PARTICULARS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

APPENDIX II

3. Ms. LIU BAO HUA（劉寶華）

Ms. Liu Bao Hua (‘‘Ms. Liu’’), aged 46, joined the Company as executive Director in April 2022. She graudated from the Open University of Shaanxi with a bachelor’s degree in computers and financial management in July 1997. She also obtained a master degree of business administration from the City University of Hong Kong in October 2018. Ms. Liu has over 20 years’ experience in finance and project management. Pursuant to the service agreement entered into between Ms. Liu and the Company, the term of Ms. Liu’s appointment is for a fixed term of 3 years commencing from 1 April 2022 unless terminated by either party upon three months prior written notice. The emolument payable to Ms. Liu is HK$540,000 per annum and may, subject to the discretion of the Directors, be reviewed. In addition, she is also entitled to a discretionary bonus provided that the aggregate amount of the bonuses payable to all the executive Directors for any financial year of the Company shall not exceed 10% of the audited consolidated or combined audited net profit of the Group in respect of that financial year of the Company. Her annual emolument has been determined by the Board with reference to her duties, responsibilities, the results of the Group as well as prevailing market conditions. Ms. Liu has not been a director of any company listed in Hong Kong or overseas in the last three years.

As far as the Directors are aware, as at the Latest Practicable Date, Ms. Liu was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Save as disclosed above, Ms. Liu (a) does not hold any other positions with members of the Group; (b) does not have any relationship with any other Director, senior management, substantial shareholders or controlling shareholders (as defined under the Listing Rules) of the Company and (c) has no information to be disclosed pursuant to paragraphs (h) to (v) under Rule 13.51(2) of the Listing Rules and there is no other matter that needs to be brought to the attention of the Shareholders.

• For identification purpose only

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NOTICE OF ANNUAL GENERAL MEETING

HUAYU EXPRESSWAY GROUP LIMITED 華昱高速集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1823)

NOTICE IS HEREBY GIVEN that the annual general meeting (the ‘‘Meeting’’) of Huayu Expressway Group Limited (the ‘‘Company’’) will be held at Unit 1205, 12/F, Tower 1, Lippo Centre, 89 Queensway, Hong Kong on 9 June 2022 at 11:00 a.m. for the following purposes:

AS ORDINARY BUSINESS

ORDINARY RESOLUTIONS

1. To receive and consider the audited financial statements and the reports of the directors (the ‘‘Directors’’) and the auditors (the ‘‘Auditors’’) of the Company for the year ended 31 December 2021.

2. 2(A). (i) To re-elect Mr. Chan Yeung Nam as executive Director.

3. (ii) To re-elect Mr. Sun Xiao Nian as independent non-executive Director.

4. (iii) To re-elect Ms. Liu Bao Hua as executive Director.

5. 2(B). To authorise the board of Directors (the ‘‘Board’’) to fix the remuneration of the Directors.

6. To re-appoint the Auditors and to authorise the Board to fix their remuneration.

7. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution of the Company:

‘‘THAT:

• (a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase issued shares of HK$0.01 each (the ‘‘Shares’’) in the capital of the Company subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities (‘‘Listing Rules’’) on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) or of any other stock exchange on which the Shares may be listed and recognized by the Securities and Futures Commission of Hong Kong (the ‘‘SFC’’) and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the SFC, the Stock Exchange, the Companies Law of the Cayman Islands (as amended from time to time) and all other applicable laws in this regard as amended from time to time and the manner of any such repurchase, be and is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

• (b) the aggregate nominal amount of the Shares which are authorised to be repurchased by the Directors pursuant to the approval in paragraph (a) above shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution, and the said approval shall be limited accordingly; and

• (c) for the purposes of this resolution:

‘‘Relevant Period’’ means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by laws or the Company’s articles of association to be held; or

• (iii) the date upon which the authority set out in this resolution is revoked or varied by way of an ordinary resolution of the shareholders of the Company in general meeting.’’

• To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution of the Company:

‘‘THAT:

• (a) subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with the authorized and unissued Shares in the share capital of the Company and to make or grant offers, agreements, options and rights of exchange or conversion including warrants to subscribe for Shares which might require the exercise of such powers be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period (as hereinafter defined) to make or grant offers, agreements, options and rights of exchange or conversion including warrants to subscribe for Shares which would or might require the exercise of such powers after the end of the Relevant Period (as hereinafter defined);

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NOTICE OF ANNUAL GENERAL MEETING

• (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted or issued (whether pursuant to an option or otherwise) by the Directors pursuant to the approval granted in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) the exercise of any options granted under the share option scheme of the Company approved by the Stock Exchange; or (iii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares, shall not exceed 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of this resolution, and the said approval shall be limited accordingly; and

• (d) for the purposes of this resolution:

‘‘Relevant Period’’ means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by laws or the Company’s articles of association to be held; or

• (iii) the date upon which the authority set out in this resolution is revoked or varied by way of an ordinary resolution of the shareholders of the Company in general meeting; and

‘‘Rights Issue’’ means an offer of Shares or offer on issue of warrants, options or other securities giving rights to subscribe for Shares, open for a period fixed by the Directors to the holders of shares of the Company on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange, in any territory outside Hong Kong).’’

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NOTICE OF ANNUAL GENERAL MEETING

AS SPECIAL BUSINESS

ORDINARY RESOLUTION

1. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution of the Company:

‘‘THAT conditional upon the passing of resolutions nos. 4 and 5 as set out in the notice convening the Meeting, the general mandate granted to the Directors to allot, issue and deal with new shares pursuant to the resolution no. 5 set out in the notice convening the Meeting of which this resolution forms part be and is hereby extended by the addition to the aggregate nominal amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to the resolution no. 4 set out in the notice convening the Meeting of which this resolution forms part, provided that such extended amount shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution.’’

By Order of the Board of Huayu Expressway Group Limited Chan Yeung Nam Chairman

Hong Kong, 8 April 2022

As at the date of this notice, the executive Directors are Mr. Chan Yeung Nam, Mr. Mai Qing Quan and Mr. Fu Jie Pin and the independent non-executive Directors are Mr. Sun Xiao Nian, Mr. Chu Kin Wang, Peleus and Mr. Hu Lie Ge.

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. The register of members of the Company will be closed from 6 June 2022 to 9 June 2022 (both days inclusive) during which no transfer of Share(s) will be registered. Members whose names appear on the register of members of the Company at the close of business on 2 June 2022 will be entitled to attend and vote at the Meeting.

2. Any shareholder entitled to attend and vote at the Meeting is entitled to appoint another person as his/her proxy to attend and vote on his/her behalf. A shareholder of the Company who is the holder of two or more Shares may appoint more than one proxy to attend on the same occasion. A proxy needs not be a shareholder of the Company.

3. Where there are joint registered holders of any Shares, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such Shares as if he were solely entitled thereto; but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present being the most, or, as the case may be, the more senior shall alone be entitled to vote in respect of the relevant joint holding and, for this purpose, seniority shall be determined by reference to the order in which the names of the joint holders stand in the register in respect of the relevant joint holding.

4. In order to be valid, a form of proxy in the prescribed form together with the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time fixed for holding the Meeting or any adjournment thereof.

5. Please refer to Appendix II to the circular of the Company dated 8 April 2022 for the details of the retiring Directors subject to re-election at the Meeting.

6. Taking into account of the recent development of the pandemic caused by novel coronavirus pneumonia (COVID19), the Company will implement the following prevention and control measures at the Meeting against the pandemic to protect the shareholders of the Company from the risk of infection:

7. (i) Compulsory body temperature check will be conducted for every shareholder or proxy at the entrance of the venue. Any person with a body temperature of over 37.5 degrees Celsius will not be admitted to the venue;

8. (ii) Every shareholder or proxy is required to wear surgical facial mask throughout the Meeting; and

9. (iii) No refreshment will be served.

Furthermore, the Company wishes to advise the shareholders, particularly the shareholders who are subject to quarantine in relation to COVID-19, that they may appoint any person or the chairman of the Meeting as a proxy to vote on the resolutions, instead of attending the Meeting in person.

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