Huayu Expressway Group Limited — Proxy Solicitation & Information Statement 2023

Jan 19, 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.

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 OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (“ EGM ”) of Huayu Expressway Group Limited (the “ Company ”) will be held at Unit 1205, 12/F, Tower 1, Lippo Centre, 89 Queensway, Hong Kong on Tuesday, 14 February 2023 at 11 a.m. for the following purposes:

AS SPECIAL BUSINESS ORDINARY RESOLUTION

“ THAT :

• (a) to approve, confirm and ratify the Sale and Purchase Agreement (as defined in the circular of the Company dated 20 January 2023 (the “ Circular ”)) and the transactions contemplated thereunder and the implementation thereof; and

• (b) to authorise any one director (the “ Director ”) and/or the company secretary of the Company to perform all such acts, deed and things, and to sign, execute and deliver all documents as he/she/they consider necessary or expedient to effect, implement, determine, revise, supplement or complete any matters in connection with the Sale and Purchase Agreement (as defined in the Circular) and the transactions contemplated thereunder.”

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

Hong Kong, 20 January 2023

As at the date of this notice, the executive Directors are Mr. Chan Yeung Nam, Mr. Fu Jie Pin and Ms. Liu Bao Hua 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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Notes:

1. The register of members of the Company will be closed from Thursday, 9 February 2023 to Tuesday, 14 February 2023 (both days inclusive) during which no transfer of the share(s) (the “ Share(s) ”) in the share capital of the Company will be registered. Members whose names appear on the register of members of the Company at the close of business on Tuesday, 14 February 2023 will be entitled to attend and vote at the EGM.

2. Any shareholder entitled to attend and vote at the EGM 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 need 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/she was 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 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time fixed for holding the EGM or any adjournment thereof.

5. For prevention and control of the spread of the coronavirus disease (the “ COVID-19 ”) pandemic at the EGM, the Company will implement the following precautionary measures, including but not limited to:

   • compulsory body temperature checks

   • compulsory wearing of surgical face masks

   • no refreshments or drinks will be served.

Any person who does not comply with the precautionary measures may be denied entry into the EGM venue.

1. In light of the continuing risks posed by COVID-19, the Company reminds the shareholders to appoint the chairman of the EGM as their proxy to vote according to their indicated voting instructions as an alternative to attending the EGM in person.

2. Subject to the development of COVID-19, the Company may implement further changes to the arrangement of the EGM and precautionary measures and may issue further announcement on such measures as appropriate.

3. If typhoon signal no. 8 or above, or a “black” rainstorm warning is hoisted or remains hoisted at 9 a.m. on the date of the EGM, the meeting will be postponed. The Company will post an announcement on The Stock Exchange of Hong Kong Limited website at www.hkexnews.hk and the Company’s website at www.huayu.com.hk to notify shareholders of the Company of the date, time and place of the rescheduled meeting.

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