Huayu Expressway Group Limited — Proxy Solicitation & Information Statement 2023

Dec 20, 2023

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)

Form of proxy for the extraordinary general meeting (the ‘‘Meeting’’) to be held on Tuesday, 16 January 2024 (or any adjournment thereof)

I/We[(Note][1)] of being the registered holder(s) of share(s)[(Note][2)] (the ‘‘Shares’’) of HK$0.01 each in the issued share capital of Huayu Expressway Group Limited (the ‘‘Company’’), hereby appoint the Chairman of the Meeting or

being the registered holder(s)

of

to act as my/our proxy[(Note][3)] to attend, act and vote for me/us and on my/our behalf at the Meeting of the Company to be held at Unit 1205, 12/F, Tower 1, Lippo Centre, 89 Queensway, Hong Kong on Tuesday, 16 January 2024 at 11:00 a.m. or any adjournment thereof, for the purpose of considering and, if thought fit, the proposed resolutions as set out in the notice convening the Meeting dated 21 December 2023 (the ‘‘Notice’’), and if no such indication is given, as my/our proxy thinks fit and on any other resolution properly put to the Meeting.

ORDINARY RESOLUTIONS * FOR[(Note][4)] AGAINST[(Note][4)]

1. To remove KPMG as the auditors of the Company with immediate effect after the conclusion of the Meeting.

2. Conditional upon the passing of the ordinary resolution numbered 1 above, to appoint Crowe (HK) CPA Limited as the new auditors of the Company with immediate effect after the conclusion of the Meeting and hold office until the conclusion of the next annual general meeting of the Company, and to authorise the board of directors of the Company to fix the remuneration of Crowe.

• Full text of the resolutions is set out in the Notice contained in the circular of the Company dated 21 December 2023.

Dated the 2023 Signature(s)[(Notes][5,][6,][7,][8][and][9)]

Notes:

1. Full name(s) and address(es) are to be inserted in BLOCK CAPITALS. The names of all joint registered holders should be stated.

2. Please insert the number of Shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the Shares in the capital of the Company registered in your name(s).

3. A proxy need not be a member of the Company. If you wish to appoint some person other than the Chairman of the Meeting as your proxy, please delete the words ‘‘the Chairman of the Meeting or’’ and insert the name and address of the person appointed as your proxy in the space provided.

4. If you wish to vote for any of the resolution set out above, please tick (‘‘✓’’) the box marked ‘‘For’’. If you wish to vote against any resolution, please tick (‘‘✓’’) the box marked ‘‘Against’’. If the form returned is duly signed but without specific direction on any of the proposed resolution, the proxy will vote or abstain at his/her discretion in respect of all resolution; or if in respect of a particular proposed resolution there is no specific direction, the proxy will, in relation to that particular proposed resolution, vote or abstain at his/her discretion. A proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those set out in the Notice.

5. In the case of a joint holding, this form of proxy may be signed by any joint holder, but if more than one joint holder is present at the Meeting, whether in person or by proxy, that one of the joint holders whose name stands first on the register of members in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.

6. The form of proxy must be signed by a shareholder of the Company, or his/her attorney duly authorised in writing, or if the shareholder of the Company is a corporation, either under its common seal or under the hand of an officer or attorney so authorised.

7. To be valid, this form of proxy together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority must be deposited at the office of the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 48 hours before the time of the Meeting or any adjournment thereof.

8. Any alteration made to this form should be initialled by the person who signs the form.

9. Completion and return of this form of proxy will not preclude you from attending and voting in person at the Meeting or any adjournment thereof if you so wish.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the Meeting (the ‘‘Purposes’’). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) and any such request should be in writing addressed to the Privacy Compliance Officer of Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong.