Water Oasis Group Limited — AGM Information 2021

May 17, 2021

SHENZHEN EXPRESSWAY COMPANY LIMITED

==> picture [72 x 41] intentionally omitted <==

RULES OF PROCEDURES FOR THE SHAREHOLDERS’ MEETING

Schedule to the Articles of Association

			Page
Chapter	1	General Provisions	1.2.1
Chapter	2	Convening of the Shareholders’ General Meeting	1.2.1
Chapter	3	Proposal and Notice of the Shareholders’	1.2.3
		General Meeting
Chapter	4	Shareholders’ Proxies	1.2.5
Chapter	5	Holding of the Shareholders’ General Meeting	1.2.6
Chapter	6	Voting and Resolutions of the Shareholders’	1.2.9
		General Meeting
Chapter	7	Post Shareholders’ General Meeting Events	1.2.12
Chapter	8	Class Shareholders’ Meeting	1.2.13
Chapter	9	Supplementary Provisions	1.2.15

(Passed by special resolution at

the 2020 Annual General Meeting

held on 17[th] May 2021)

• Note: This document is originally prepared in Chinese and this English version is for reference only. In case of any inconsistency between the Chinese version and the English version, the Chinese version shall prevail.

Rules of Procedures for the Shareholders’ meeting

Shenzhen Expressway

Chapter 1 General Provisions

Article 1 In order to ensure full exercise of the powers of the shareholders’ general meetings and regulate the procedures for the shareholders’ general meetings and its decision-making procedures and methods, the Company formulates these rules in accordance with the provisions of the relevant law and regulations such as Company Law, Securities Law and Rules for the Shareholders’ General Meetings of Listed Companies published by the CSRC and these Articles of Association. Article 2 The Company shall convene the shareholders’ general meeting in strict accordance with relevant requirements of the laws and regulations, these Articles of Association and these rules so as to ensure that shareholders can exercise their rights in accordance with the laws. The board of directors of the Company shall earnestly perform its duties and organise the shareholders’ general meeting in a serious and timely manner. All directors of the Company shall exercise their diligence to ensure that the shareholders’ general meeting are held properly and its powers are exercised in accordance with the laws. Article 3 The shareholders’ general meeting shall exercise its powers within the scope specified in the Company Law and these Articles of Association. Article 4 Shareholders’ general meetings shall be classified as annual general meetings and extraordinary general meetings. The annual general meetings shall be convened once a year and shall be held within six months after the end of the preceding accounting year. Extraordinary general meetings which are convened irregularly shall be convened within two months from the date upon the occurrence of the circumstance for which a shareholders’ general meeting shall be convened as specified in the Company Law and these Articles of Association.

If the Company cannot convene a shareholders’ general meeting within the period above, it shall report to the Shenzhen Bureau of CSRC (“CSRCSB”) and the SSE to explain the reasons and make an announcement in respect thereof.

Article 5 If the Company holds a shareholders’ general meeting, it shall engage a lawyer to issue legal advice on the following matters and make an announcement in respect thereof:

1. whether the convening of the shareholders’ general meeting and its procedures are in compliance with the requirements of the laws and regulations and these Articles of Association;

2. whether the qualifications of the attendees and convener are legal and valid;

3. whether the procedures and results of voting of the meeting are legal and valid;

4. legal advices on other relevant matters at the request of the Company.

Chapter 2 Convening of the Shareholders’ General Meeting

Article 6 The board of directors shall convene the shareholders’ general meeting within the period specified by Article 4 of these rules on a timely basis.

1/15

1.2.

Rules of Procedures for the Shareholders’ meeting

Shenzhen Expressway

Article 7 Independent directors are entitled to propose to the board of directors of the Company to convene an extraordinary general meeting. The board of directors of the Company shall, in accordance with the laws and regulations and these Articles of Association, furnish a written reply stating its agreement or disagreement to the convening of the extraordinary general meeting within ten days after receiving such proposal from the independent directors.

In the event that the board of directors of the Company agrees to convene an extraordinary general meeting, it shall serve the notice of the shareholders’ general meeting within five days after the relevant board resolution is made. In the event that the board of directors of the Company does not agree to convene an extraordinary general meeting, it shall give reasons and make an announcement in respect thereof.

Article 8 The supervisory committee is entitled to propose the convening of an extraordinary general meeting to the board of directors and such proposal shall be made in writing. The board of directors shall, in accordance with the laws and regulations and these Articles of Association, furnish a written reply stating its agreement or disagreement to the convening of an extraordinary general meeting within ten days after receiving such proposal.

In the event that the board of directors agrees to convene an extraordinary general meeting, it shall serve the notice of the shareholders’ general meeting within five days after the relevant board resolution is made. Consent of the supervisory committee shall be obtained in the event of any changes to the original proposal made in the notice.

In the event that the board of directors does not agree to convene an extraordinary general meeting or does not furnish any written reply within ten days after receiving such proposal, it shall be deemed that the board of directors cannot perform or fails to perform the duty of convening a shareholders’ general meeting, in which case the supervisory committee may convene and preside over such meeting by themselves.

Article 9 Shareholders shall comply with the following procedures in proposing to convene an extraordinary general meeting or a class shareholders’ meeting:

1. Two or more shareholders individually or collectively holding 10% or more of the total voting rights at such meeting may propose to the board of directors to convene an extraordinary general meeting or a class shareholders’ meeting and state the topic of the meeting by signing one copy or several copies of written requisition in the same form and content. The board of directors shall upon receipt of the above-mentioned written requisition convene the extraordinary general meeting or the class shareholders’ meeting as soon as possible. The above-mentioned number of shares held by the shareholders shall be calculated based on the date when the shareholders submit the written requisition.

2. In the event that the board of directors does not serve the notice of the shareholders’ general meeting within thirty days after receiving the abovementioned written requisition, the shareholders who proposed may convene the meeting themselves within four months after the board of directors receives such proposal. The procedure of convening such meeting shall be the same as the procedure of convening shareholders’ general meeting by the board of directors as far as possible.

Article 10 Where the supervisory committee or shareholders decide(s) to convene the extraordinary general meeting by itself/themselves, it/they shall notify the board of directors of the Company in writing, and shall file with the CSRCSB and the SSE.

2/15

1.2.

Rules of Procedures for the Shareholders’ meeting

Shenzhen Expressway

The shareholding of the convening shareholders shall not be less than ten per cent before making announcement of the resolutions of the shareholders’ general meeting.

The supervisory committee and the convening shareholder shall submit relevant supporting materials to the CSRCSB and the SSE upon the issuance of the notice of shareholders’ general meeting and the announcement of the resolutions of the shareholders’ general meeting.

Article 11 For a shareholders’ general meeting convened by the supervisory committee or by shareholders itself/themselves, the board of directors and the secretary to the board shall be co-operative. The board of directors of the Company shall provide the register of shareholders as of the date of registration. In the event that the board of directors fails to provide the register of shareholders, the convener may apply to the securities registration and clearing institution for obtaining the register of shareholders with the relevant announcement on the convening of the shareholders’ general meeting. The register of shareholders obtained by the convener shall not be used for purposes other than convening of the shareholders’ general meeting.

Article 12 Necessary expenses arising from convening of a shareholders’ general meeting by the supervisory committee or shareholders shall be borne by the Company.

Chapter 3 Proposal and Notice of the Shareholders’ General Meeting

Article 13 The content of proposals of the shareholders’ general meeting shall fall within the functions and powers of the shareholders’ general meeting, have clear topic for discussion and specific matters to be resolved and comply with relevant provisions of the laws and regulations and these Articles of Association. Article 14 An annual general meeting shall be convened by a written notice 20 days prior to the meeting, while an extraordinary general meeting shall be convened by a written notice 15 days prior to the meeting, such notices shall notify the shareholders registered as such in the register of shareholders and specify the matters to be considered and the time and place of the meeting to be held. The period of the issue of the notice shall exclude the date of the meeting.

Article 15 A notice of a shareholders’ general meeting shall fulfill the following requirements:

1. it shall be in writing;

2. it shall specify the place, the date and the time of the meeting;

3. it shall state the business to be transacted;

4. it shall provide the shareholders with all such information and explanation necessary for a prudent decision to be made by the shareholders on the business to be transacted, which shall include (but not limited to) the provision of concrete terms and contract (if any) of the proposed transaction together with a detailed explanation of the causes and consequences thereof in the event where the Company proposes a merger, repurchase of its shares, a restructuring of share capital or other manners of reorganisation;

5. if any of the directors, supervisors, president and other senior management is materially interested in matters to be discussed, he/she shall disclose the nature

3/15

1.2.

Rules of Procedures for the Shareholders’ meeting

Shenzhen Expressway

and the extent of such interest; if the effect of the matters to be discussed on such director, supervisor, president or senior management as a shareholder differs from other shareholders of the same class, such differences shall be specified;

1. opinions and reasons given by the independent directors shall be disclosed when the notice or supplementary notice of the shareholders’ general meeting is given if the matters to be discussed require independent directors’ opinions;

2. it shall contain the full text of any special resolution proposed to be passed at the meeting;

3. it shall expressly specify in writing that the shareholders entitled to attend and vote at the meeting shall have the right to appoint one or more than one proxy to attend the meeting in his/her stead and to vote thereat and the proxy or proxies need not be a shareholder;

4. it shall specify the time and place for the delivery of the instrument for appointing proxy to vote at the meeting;

5. it shall specify the date of registration of the voting rights for shareholders who are entitled to attend in the shareholders’ general meeting. Once the date of registration is determined, it shall not be changed;

6. it shall specify name and telephone number of the contact person of the shareholders’ general meeting.

7. Article 16 For matters involving election of directors and/or supervisors to be discussed at the shareholders’ general meeting, the particulars of candidates for directors and/or supervisors to be fully disclosed in the notice of the meeting shall at least include:

8. personal particulars including educational background, working experience, and any part-time job;

9. whether they are connected with the Company or its controlling shareholder(s) or de facto controller(s);

10. their shareholdings in the Company;

11. whether or not they have been subject to any punishment by the securities regulatory authorities or other related authorities or stock exchanges.

12. Article 17 When the Company convenes an annual general meeting, shareholder(s) who individually or collectively holds in aggregate three per cent or more of the voting rights of the Company or the supervisory committee shall be entitled to propose new motions in writing to the Company. The Company shall include those motions falling within the scope of responsibility of the shareholders’ general meeting into the agenda of such meeting, and serve the supplementary notice timely.

For matters involving election of directors to be discussed at the shareholders’ general meeting and if, within the statutory time limit, the convener receives notice of nomination of director’s candidate from person entitled to nominate, the convener shall issue announcements or documents in accordance with relevant requirements of the listing rules of the stock exchange where the shares of the Company are listed.

The convener shall consider whether to postpone the shareholders’ general meeting in order to give the shareholders at least fourteen days to consider the new motions or relevant information in the supplemental notice, announcement or documents.

4/15

1.2.

Rules of Procedures for the Shareholders’ meeting

Shenzhen Expressway

Except for cases stipulated in the preceding paragraph, after the publication of the notice of the shareholders’ general meeting, the convener shall not amend motions set out in the notice of the shareholders’ general meeting or add new motion. The shareholders’ general meeting shall not vote and resolve motions not stated in the notice of the shareholders’ general meeting or motions which do not meet the requirements in Article 13 of these rules.

Article 18 Notice of shareholders’ general meeting shall be served on the shareholders (whether vested with voting rights at the shareholders’ general meeting or not) by personal delivery or by prepaid post at the address recorded in the register of shareholders. In respect of holders of domestic shares, notice of shareholders’ general meeting may also be served by way of announcement.

The announcement referred to in the preceding paragraph shall be published in one or several newspapers designated by the securities supervisory authorities. Once it is published, all holders of domestic shares shall be deemed to have received notice of the shareholders’ general meeting.

Accidental omission to serve a notice on, or non-receipt of any such notice by, such person who is entitled to receive the same shall not invalidate the meeting and the resolutions passed at the meeting.

Article 19 After issuing the notice of shareholders’ general meeting, without any proper reason, the shareholders’ general meeting shall not be postponed or cancelled and the proposals set out in the notice of shareholders’ general meeting shall not be cancelled. When the shareholders’ general meeting is to be postponed or cancelled, the convener shall make an announcement within two working days after knowing the relevant reason or at least two working days prior to the date on which the shareholders’ general meeting is originally scheduled and give the reasons therefor. The shareholders’ general meeting may postpone the meeting by way of passing a resolution for which every shareholder shall have voting rights.

Chapter 4 Shareholders’ Proxies

Article 20 Any shareholder who is entitled to attend a shareholders’ general meeting and to vote thereat shall have the right to appoint a person or several persons (whether a shareholder or not) as his/her proxies to attend the same and vote thereat on his/her behalf.

Article 21 A shareholder shall appoint his/her proxy in writing and signed by the appointor or an attorney authorised by him/her for such purpose in writing; if the appointor is a legal person, the same shall be affixed with the seal of such legal person, or signed by its directors or a duly authorised representative.

An instrument appointing a proxy shall be deposited at least twenty-four hours prior to the commencement of the relevant meeting at which the proxy is appointed to vote or twenty-four hours before the time appointed for voting at the registered address of the Company or such other place as the notice of meeting may specify. If the instrument appointing a proxy has been signed by a person authorised by the appointor, the power of attorney or other instruments of authorisation shall be notarised. The power of attorney or

5/15

1.2.

Rules of Procedures for the Shareholders’ meeting

Shenzhen Expressway

other instruments of authorisation so notarised together with the proxy form shall be deposited at the registered address of the Company or such other place as the notice of meeting may specify.

In the event that the appointor is a legal person, such shareholder shall be represented at the shareholders’ general meeting of the Company by its legal representative or the person authorised by the board of directors or other governing body of such appointor.

Article 22 The instrument delivered to a shareholder by the board of directors of the Company for appointing a proxy shall be in such form so as to enable the shareholder to instruct freely at his/her choice the proxy to vote in favour of or against and to give instruction on each item of the business put to vote at the meeting. Such instrument of proxy shall specify that in default of instruction from the shareholder, the proxy may vote in such a way as he thinks fit.

• Article 23 In the event that a shareholder of the Company is a recognised clearing house (as defined in the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), or a clearing house as recognised by the laws of the jurisdiction where the securities of the Company are listed (“Clearing House”), it may appoint a proxy (or proxies) it considers appropriate to attend any shareholders’ general meeting or class shareholders’ meeting of the Company. The proxy form to appoint such proxy (or proxies) shall set out the number and class of shares such proxy (or proxies) is (are) authorised for. The person (or persons) so authorised is (are) entitled to exercise the right of and on behalf of the Clearing House (or its nominee) as if such shareholder is an individual shareholder of the Company.

• Article 24 Notwithstanding the death or incapacity of the appointor, or the revocation of the appointment or revocation of the authority under which the appointing instrument is signed, or the relevant shares have been transferred, a vote given by such proxy pursuant to the instrument of appointment shall still be valid provided that no notice in writing in respect of the events mentioned above has been received by the Company prior to the commencement of the relevant meeting.

Chapter 5 Holding of the Shareholders’ General Meeting

Article 25 Shareholders’ general meetings shall be provided with meeting venue and be convened by ways of on-site meetings. The shareholders’ general meetings shall be held at the domicile of the Company. Under the premise that lawfulness and effectiveness of the shareholders’ general meeting can be guaranteed, the Company may provide convenience for shareholders by various feasible ways including means of modern information technology such as voting platform on the internet. Shareholders who attend the meeting in the aforesaid manners shall be deemed to be present.

6/15

1.2.

Rules of Procedures for the Shareholders’ meeting

Shenzhen Expressway

Article 26 In the event that the shareholders’ general meeting of the Company providing internet or other methods, the voting time and procedures via internet or other ways shall be clearly set out in the notice of the shareholders’ general meeting.

The beginning time for voting via internet or other ways for the shareholders’ general meeting shall not be earlier than 3:00 p.m. on the day prior to the onsite shareholders’ general meeting, and shall not be later than 9:30 a.m. on the day when the onsite shareholders’ general meeting is convened and its closing time shall not be earlier than 3:00 p.m. on the day when the onsite shareholders’ general meeting is closed.

The closing time of on-site meeting of shareholders’ general meeting shall not be earlier than the closing time of voting via internet or other ways.

Article 27 The board of directors and other convener shall take such necessary measures to ensure the normal order of the shareholders’ general meeting. For any disturbance to the order of the meeting and acts infringing the lawful interests of the shareholders, measures shall be taken to prevent them, and they shall be reported to the relevant authorities for investigation. Article 28 All shareholders or their proxies whose names appeared in the register of shareholders the Company at the date of registration are entitled to attend the shareholders’ general meeting and exercise voting rights in accordance with the law and regulations, these Articles of Association and these rules. Article 29 Shareholders attending the meeting in person shall submit the identity cards, the valid documents or certificates which can show their identities or stock account cards; shareholders who entrust others to attend the meeting shall submit their valid identification documents and the power of attorney. The corporate shareholders shall attend the meeting by the legal representative or other proxies entrusted by the legal representative. In case that the legal representative attends the meeting, he/she shall submit the identity cards and the valid certificate which can prove the qualification of the legal representative; in case that the proxies attend the meeting, he/she shall submit the identity cards, the written power of attorney made in accordance with laws and issued by the legal representative of the corporate shareholders.

Article 30 Register of attendees shall be prepared by the Company. The register contains matters such as names of attendees (or names of units), identity card number, residential address, number of shares held or represented, and names of persons represented (or names of units represented). Article 31 The convener and lawyer shall together verify the validity of qualification of shareholders in accordance with the register of shareholders provided by the securities registration and clearing institution, and register the name of shareholders and the number of shares with voting rights held by them. Before the chairman of the meeting declares the number of shareholders and proxies present at the meeting as well as the total number of shares with voting rights held by them, registration for the meeting shall be ended.

Article 32 When the Company convenes the shareholders’ general meeting, all directors, supervisors and the secretary to the board of directors shall attend the meeting, and the

7/15

1.2.

Rules of Procedures for the Shareholders’ meeting

Shenzhen Expressway

president and other senior management shall also observe the meeting.

Article 33 A shareholders’ general meeting shall be convened and presided by the chairman of the board of directors. If the chairman of the board of directors cannot attend the meeting for certain reasons, he/she shall designate a director of the Company to convene and take the chair of the meeting; if no chairman of the meeting has been so designated, shareholders present shall elect one person to be chairman of the meeting. If for any reason the shareholders fail to elect a chairman, the shareholder (including proxy) attending the meeting and holding the largest number of shares vested with voting rights shall be the chairman of the meeting.

The shareholders’ general meeting convened by the supervisory committee itself shall be presided by the chairman of the supervisory committee. In the event that the chairman of the supervisory committee is unable or fails to perform his/her duties, a supervisor elected by more than half of the supervisors shall preside the meeting.

The shareholders’ general meeting convened by shareholder(s) itself/themselves shall be presided by a representative elected by the convener.

During the shareholders’ general meeting, if the chairman of the meeting violates any of rules of procedures and the shareholders’ general meeting cannot proceed as the result thereof, a person may be elected at the shareholders’ general meeting to act as the chairman of the meeting, subject to the approval of the shareholders having more than half of the voting rights who are present at the meeting.

Article 34 At the annual general meeting, the board of directors and the supervisory committee shall report to the shareholders’ general meeting for their work over the previous year, and the independent directors shall also submit his/her work report.

Article 35 Except commercial secrets which cannot be made public in the shareholders’ general meeting, directors, supervisors and senior management shall respond and explain to the enquiries made by shareholders at the shareholders’ general meeting. Article 36 The chairman of the meeting shall declare the total number of shareholders and proxies present at the on-site meeting and the total number of shares with voting rights held by such shareholders and proxies before voting and the total number of shareholders and proxies present at the on-site meeting and the total number of shares with voting rights held by such shareholders and proxies shall be based on the register of the meeting. Article 37 The shareholders’ general meeting shall have minutes which are recorded by the secretary to board of directors and include the following contents: 1. time, venue, agenda of meeting and the name or designation of the convener; 2. names of the chairman of the meeting, directors, supervisors, and senior management who attend or observe the meeting; 3. number of shareholders and proxies present at the meeting, total number of the shares with voting rights held by them, and the percentage of shares with voting rights held by them to the total number of shares of the Company;

8/15

1.2.

Rules of Procedures for the Shareholders’ meeting

Shenzhen Expressway

1. process of consideration, the key points of speeches and voting results for each motion;

2. shareholders’ enquiries or recommendations and the corresponding replies or explanations;

3. names of the lawyer, the counter and the scrutineer;

4. other matters which shall be recorded in the meeting minutes pursuant to these Articles of Association and these rules.

The convener shall make sure that the contents of minutes of the meeting are true, accurate and complete. Directors, supervisors, the secretary to the board of directors, the convener or his/her representative and the chairman of the meeting shall sign on the minutes of the meeting. The minutes of the meeting should be stored and maintained with the register for signing of attending shareholders and the proxy form of their proxies and valid information on voting via internet and other manners in the premises of the Company, and the maintaining period shall not be less than ten years.

Article 38 The convener shall ensure the shareholders’ general meeting is held without adjournment until the final resolution is reached. Where special reasons such as force majeure have led to the suspension of the meeting or no resolution can be adopted, necessary measures should be taken to resume the meeting, or to end the meeting directly with a timely announcement. Meanwhile, the convener shall report to the CSRCSB and the SSE.

Chapter 6 Voting and Resolutions of the Shareholders’ General Meeting

Article 39 Resolutions of shareholders’ general meetings are classified into ordinary resolutions and special resolutions.

To adopt an ordinary resolution, more than one half of the voting rights represented by the shareholders (including proxies) present at the meeting must be exercised in favour of the resolution in order for it to be passed.

To adopt a special resolution, more than two-thirds of the voting rights represented by the shareholders (including proxies) present at the meeting must be exercised in favour of the resolution in order for it to be passed.

Article 40 The following matters shall be resolved by an ordinary resolution at a shareholders’ general meeting:

1. work reports of the board of directors and the supervisory committee; 2. plans formulated by the board of directors for distribution of profits and for making up losses;

2. appointment or removal of members of the board of directors and the supervisory committee, their remuneration and method of payment;

3. annual budgets, final accounts, balance sheets, income statement, and other financial statements of the Company;

4. annual report of the Company; 6. matters other than those required by the laws and regulations or by these Articles of Association to be resolved by way of special resolution(s).

9/15

1.2.

Rules of Procedures for the Shareholders’ meeting

Shenzhen Expressway

Article 41 The following matters shall be resolved by a special resolution at the shareholders’ general meeting:

1. increase or reduction of the share capital and issue of shares of any class, options or other similar securities;

2. issuance of corporate bonds; 3. division, merger, dissolution and liquidation of the Company; 4. amendments to these Articles of Association;

3. purchase or disposal of material assets or any guarantee within one year, the amount of which exceeds thirty per cent of the latest audited total assets of the Company;

4. share option incentive scheme;

5. any other matters required by the laws and regulations or these Articles of Association and resolved by way of an ordinary resolution at the shareholders’ general meeting as being of a nature which may have a material impact on the Company and shall be adopted by special resolutions.

Article 42 Shareholders (including proxies) exercise their voting rights in proportion to their shareholdings with voting rights, and each share represents one voting right upon voting at the shareholders’ general meeting.

If the shareholder is a recognised Clearing House within the meaning of Securities and Futures Ordinance, in exercising the relevant voting right, it shall abide by any privileges or restrictions imposed on any share class voting right.

No shares held by the Company shall be entitled to any voting right nor counted in the total number of shares with voting rights at the shareholders’ general meeting.

The board of directors of the Company, independent directors and shareholders who comply with the relevant rules may collect voting rights at the shareholders’ general meeting from other shareholders of the Company. Collection of the voting rights shall be executed at nil consideration and full disclosure of information shall be made to those whose voting rights are collected.

Article 43 A shareholder shall abstain from voting for the matters to be considered at the shareholders’ general meeting with which he/she is connected and the number of voting shares represented by them shall be excluded from the total number of shares with voting rights at the shareholders’ general meeting. The announcement of the resolutions of the shareholders’ general meeting shall fully disclose the voting of the non-connected shareholders.

Article 44 Where any shareholder is, under the Listing Rules of the Hong Kong Stock Exchange, required to abstain from voting on any particular resolution or restricted to voting only for or only against any particular resolution, any votes cast by or on behalf of such shareholder in contravention of such requirement or restriction shall not be counted.

Article 45 Cumulative voting system shall be adopted for voting in respect of the election of directors and supervisors at a shareholders’ general meeting in accordance with the provisions of these Articles of Association. Independent directors and non-independent directors shall vote separately.

10/15

1.2.

Rules of Procedures for the Shareholders’ meeting

Shenzhen Expressway

Cumulative voting system mentioned in the preceding paragraph refers to a system of voting for the election of directors or supervisors at the shareholders’ general meeting in which voting rights of each share is equal to the number of directors or supervisors to be elected and the shareholder can aggregate his/her voting rights for one or more candidates.

Article 46 Except the cumulative voting system, all the motions shall be voted at the shareholders’ general meeting one by one. In case of different motions on the same matter, the motions shall be voted according to the chronological order of the motions proposed. Unless a shareholders’ general meeting is suspended or fails to resolve a motion due to force majeure or other special reasons, no motion shall be set aside or rejected for voting at the shareholders’ general meeting. Article 47 One voting right can only be exercised in one of the three ways, on-site, via internet or other voting methods. In case that the same voting right is exercised repeatedly, the result of the first voting shall prevail. Article 48 The voting rights of the shareholders’ general meeting shall be exercised with the shareholders’ name. Article 49 When considering a motion at the shareholders’ general meeting, no change shall be made thereto; otherwise, the relevant change shall be treated as a new motion which shall not be voted at that shareholders’ general meeting. Article 50 If a poll is demanded for resolving the election of the chairman or the adjournment of the meeting, the same shall be taken immediately; in respect of a poll demanded for other matters, the time for such a poll shall be decided by the chairman of the meeting and other business may be proceeded with at the meeting. The result of such a poll shall still be deemed as a resolution passed at the meeting. Article 51 On a poll taken at a meeting, shareholders (including their proxies) who are entitled to two or more votes are not required to cast all their votes in favour of or against a resolution. Article 52 Before voting on any motion at a shareholders’ general meeting, two representatives of the shareholders shall be elected to participate in vote counting and scrutinising. Any shareholder who is connected in the matter under consideration and proxies of such shareholder shall not participate in vote counting or scrutinising.

When the shareholders are voting on the motions, lawyers, shareholders’ representatives and supervisors’ representatives shall be jointly responsible for vote counting and scrutinising.

Shareholders or their proxies that vote via internet or other ways shall have the right to check their voting results through the relevant voting system.

11/15

1.2.

Rules of Procedures for the Shareholders’ meeting

Shenzhen Expressway

Article 53 The chairman of the meeting shall announce the voting results of each motion, and whether the motion is passed pursuant to voting results.

The chairman of the meeting shall be responsible for determining whether a resolution of the shareholders’ general meeting is passed or not and his/her determination shall be final and the same shall be announced at the meeting and entered into the minutes of the meeting.

In the event that the chairman of the meeting has any doubt as to the result of voting on any resolution, he/she may count the votes. If the chairman of the meeting does not make a count of such votes but any shareholder or proxy present at the meeting disagrees with the result announced by the chairman of the meeting, such shareholder or proxy shall be entitled to request a count of the votes immediately after the declaration of the result has been made and the chairman of the meeting shall forthwith proceed with the vote counting.

Article 54 Prior to announcement of the voting results, the Company and the vote counter, scrutineer, substantial shareholder(s), internet service provider and other relevant parties in relation to voting in the on-site shareholders’ general meeting, via internet or other ways shall undertake the obligations of the confidentiality for the voting results.

Chapter 7 Post Shareholders’ General Meeting Events

Article 55 Upon the formation of the resolutions of the shareholders’ general meeting, the Company shall notify the stock exchange where the Company is listed and issue announcement within the stipulated time period in accordance with applicable rules. The announcement shall set out the number of shareholders and proxies attending the meeting, total number of shares with voting rights held by them and as a percentage of the total number of shares with voting rights of the Company, the method of poll, the result of poll for each proposed resolution, and details of the resolutions passed.

Article 56 If any proposed resolution is not passed, or any resolution previously passed is amended in the current shareholders’ general meeting, notes shall be made in the announcement of the resolutions of the shareholders’ general meeting.

Article 57 For the proposed resolution in relation to the election of directors and/or supervisors passed at the shareholders’ general meeting, those newly elected directors and/or supervisors shall assume office in accordance with these Articles of Association.

Article 58 For the proposed resolution in relation to the dividend payment, bonus shares, or conversion of capital reserve fund to increase share capital passed at the shareholders’ general meeting, the Company shall implement specific plan within two months after the conclusion of the shareholders’ general meeting.

12/15

1.2.

Rules of Procedures for the Shareholders’ meeting

Shenzhen Expressway

Article 59 The Company shall notify the stock exchange where the Company is listed after the decision of the following matters has been made in accordance with the requirements of the securities regulatory authorities and the stock exchange at the place where the Company is listed:

1. amendments to these Articles of Association;

2. change of directors and/or supervisors;

3. change of share and related rights;

4. change of accounting firm.

The above-mentioned relevant matters shall be notified promptly to related organisations and persons such as Hong Kong Companies Registry, Share Registrar of H shares, the administration authorities for industry and commerce according to the relevant requirements or processed according to relevant procedures.

Article 60 If the resolutions passed at the shareholders’ general meeting are in violation of any law and regulation, shareholders shall be entitled to request the People’s Court to confirm that those resolutions are null and void.

If the procedures for convening a shareholders’ general meeting or the way of voting violate any law and regulation or these Articles of Association, or the content of a resolution violates these Articles of Association, the shareholders are entitled to, within sixty days from the date when the resolution is made, request the People’s Court to revoke it.

• Article 61 A shareholder shall be entitled to inspect copies of minutes of meeting(s) free of charge during office hours of the Company. Upon the request of any shareholder for a copy of the relevant minutes of meeting, the Company shall send out the copy of the minutes so requested within seven days upon receipt of the reasonable payment therefor.

Chapter 8 Class Shareholders’ Meeting

• Article 62 Shareholders holding different classes of shares shall be classified as class shareholders. Class shareholders shall enjoy the rights and shall undertake the obligations pursuant to the provisions of laws and regulations and these Articles of Association.

• Article 63 If the Company proposes to vary or revoke the rights of the class shareholders, the same can only be implemented after it has been passed by a special resolution at a shareholders’ general meeting and also by the class shareholders so affected at the shareholders’ meetings respectively convened in accordance with Articles 65 to 69 of these rules.

Article 64 The following situations shall be considered as a variation or revocation of the rights of certain class shareholders:

1. to increase or reduce the number of shares of such class of shares or to increase or reduce the number of shares in a class of shares vested with equal or more rights on voting, distribution or other privileges;

13/15

1.2.

Rules of Procedures for the Shareholders’ meeting

Shenzhen Expressway

1. to exchange all or part of the shares of such class, or to exchange or grant the rights to exchange of all or part of the shares of another class into the shares of such class;

2. to cancel or reduce the rights of that class of shares to receive dividends declared or accumulated;

3. to reduce or cancel the preferential rights to which that class of shares is entitled to in receiving dividends or in the distribution of assets upon the liquidation of the Company;

4. to increase, cancel or reduce the conversion rights, options rights, voting rights, rights of transfer, pre-emptive rights and rights to acquire the securities of the Company of such class of shares;

5. to cancel or reduce the rights of that class of shares in receiving the monies payable by the Company in a particular currency;

6. to establish a new class which enjoys equal or more rights on voting, distribution or other privileges than those enjoyed by that class of shares;

7. to restrict or increase the restriction on the transfer or ownership of that class of shares;

8. to issue subscription rights or conversion rights in respect of that class or another class of shares;

9. to increase the rights and privileges of another class of shares;

10. a reorganisation scheme of the Company which would lead to a disproportionate assumption of obligations by different class shareholders;

11. to amend or abrogate the provisions in this Chapter.

12. Article 65 Whether the class shareholders so affected have voting rights at the shareholders’ general meeting or not, they shall have the right to vote at the class shareholders’ meeting on the matters provided for in paragraphs 2 to 8 and 11 to 12 of Article 64 of these rules provided that interested shareholders shall not have the right to vote at the class shareholders’ meeting.

The definition of an interested shareholder referred to in the preceding paragraph shall be as follows:

1. in the event that the Company makes a repurchase offer to all shareholders in a proportionate manner in accordance with the provisions of these Articles of Association or repurchases its shares on a stock exchange through public dealing on a stock exchange, “interested shareholder” shall mean the controlling shareholder as defined in these Articles of Association;

2. in the event that the Company repurchases its shares through agreement other than through a stock exchange in accordance with the provisions of these Articles of Association, “interested shareholder” shall mean the shareholder related to such agreement;

3. in a reorganisation scheme of the Company, “interested shareholder” shall mean a shareholder who undertakes obligations to a lesser extent than other shareholders of the same class, or a shareholder who holds interests different from those held by other shareholders of the same class.

Article 66 A resolution of the class shareholders’ meeting shall be passed in accordance with Article 65 by more than two-thirds of the shareholders present in the meeting who have rights to

14/15

1.2.

Rules of Procedures for the Shareholders’ meeting

Shenzhen Expressway

vote.

Article 67 If the Company convenes a class shareholders’ meeting, the period for issuing the written notice shall be same as the period for issuing the written notice for the non-class general meeting proposed to be convened together with the said class shareholders’ meeting, such notice shall notify all shareholders of such class who are on the register of shareholders, specifying the business to be transacted and the date and place of the meeting. Article 68 Notices of the class shareholders’ meeting need only be served on the shareholders who are entitled to vote at such meeting.

The procedures of the class shareholders’ meeting shall follow as much as possible the procedures of a shareholders’ general meeting and the provisions in these Articles of Association relevant to the procedures of a shareholders’ general meeting shall apply to the class shareholders’ meeting.

Article 69 Apart from the shareholders of other classes of shares, the holders of domestic shares and holders of overseas listed foreign shares are deemed to be different classes of shareholders.

The special procedures for voting by class shareholders shall not apply in the following circumstances:

1. where the Company issues, upon approval by a special resolution at a shareholders’ general meeting, domestic shares and overseas listed foreign shares either separately or concurrently at twelve month intervals, and the number of domestic shares and overseas listed foreign shares proposed to be issued does not exceed 20 per cent of the issued domestic shares and overseas listed foreign shares respectively;

2. where the Company’s plan to issue domestic shares and overseas listed foreign shares at the time of incorporation is implemented within fifteen months from the date of approval by the Securities Commission of the State Council.

Chapter 9 Supplementary Provisions

• Article 70 In the event that the text of an announcement or a notice as defined in these rules is too long, the Company may disclose summary of relevant information on the newspapers designated by the CSRC, but at the same time, full text shall be announced on the website designated by the CSRC.

• Article 71 Unless the context requires otherwise, the definitions of the words used in these rules are as same as those used in these Articles of Association.

• Article 72 Where there are matters not mentioned in these rules or where these rules are inconsistent with the regulations promulgated or amended from time to time, provisions of the relevant law, rules and regulations and Articles of Associations shall be implemented.

• Article 73 These rules are the schedule to these Articles of Association, which shall be formulated, revised and interpreted by the board of directors of the Company and shall be effective and amended upon the approval of the shareholders’ general meeting.

15/15

1.2.