Water Oasis Group Limited — Proxy Solicitation & Information Statement 2024

Aug 22, 2024

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 registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Shenzhen Expressway Corporation Limited , you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or 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.

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(a joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 00548)

MAJOR TRANSACTIONS CONSTRUCTION CONTRACTS OF JIHE EXPRESSWAY RECONSTRUCTION AND EXPANSION PROJECT; AND NOTICE OF THE THIRD EXTRAORDINARY GENERAL MEETING 2024

The third extraordinary general meeting 2024 of Shenzhen Expressway Corporation Limited (“ Company ”) will be held at the conference room of the Company on 46th Floor, Hanking Center Tower, No. 9968 Shennan Avenue, Nanshan District, Shenzhen, the PRC at 10:00 a.m. on Friday, 20 September 2024. The notice of the EGM is set out on pages EGM-1 to EGM-2 of this circular. The proxy form (“ Proxy Form ”) of the EGM is enclosed hereto.

Whether or not you intend to attend the EGM, you are requested to complete the Proxy Form in accordance with the instructions printed thereon and return the same to the registrar of H shares of the Company, Hong Kong Registrars Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for the holders of H shares) or to the Company on 46th Floor, Hanking Center Tower, No. 9968 Shennan Avenue, Nanshan District, Shenzhen, the PRC (for the holders of A shares) as soon as possible and in any event not less than 24 hours before the time appointed for the holding of the EGM. Completion and return of the Proxy Form will not preclude you from attending and voting in person at the EGM should you so wish.

23 August 2024

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
APPENDIX I: FINANCIAL INFORMATION OF THE GROUP . . . . . . . . . . . . . . . . . .	I-1
APPENDIX II: GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	II-1
NOTICE OF THE EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	EGM-1

• i -

DEFINITIONS

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

• “A Shareholders” holders of A Shares “A Shares” domestic shares with nominal value of RMB1.00 each in the ordinary share capital of the Company, which are listed on the main board of the SSE and traded in RMB (stock code: 600548)

• “Articles” the articles of association of the Company (as amended from time to time)

• “Board” the board of directors of the Company “CC 7th Division” China Construction Seventh Engineering Division Corp. Ltd.* (中 國建築第七工程局有限公司), a limited company incorporated in the PRC

• “CC 4th Bureau” China State Construction and Engineering 4th Bureau 5th Corp. Limited* (中建四局第五建築工程有限公司), a limited company incorporated in the PRC

• “Company” Shenzhen Expressway Corporation Limited, a joint stock limited company incorporated in the PRC with limited liability, the H Shares of which are listed on the main board of the Hong Kong Stock Exchange and the A Shares of which are listed on the main board of the Shanghai Stock Exchange

• “Construction Contract(s)” the Construction Contracts Sections 1, 5 and 6

• “Construction Contract Section 1” the construction contract in respect of the section of ground-level layer Pile No. ~DK8+500, left side of the three-dimensional layer from ZK4+500~ZK8+537.455, right side from YK3+986.939~YK8 +611.8 of the Jihe Expressway R&E Project entered into among the Company, CC 4th Bureau and Zhenjiang R&B on 26 July 2024

“Construction Contract Section 5” the construction contract in respect of the section of ground-level layer from DK26+300~DK31+720, left side of the threedimensional layer from ZK26+270.1~ZK31+655.6, right side from YK26+315.1~YK31+724.5 of the Jihe Expressway R&E Project entered into among the Company, CR No.17 and CRMB on 26 July 2024

• 1 -

DEFINITIONS

• “Construction Contract Section 6” the construction contract in respect of the section of ground-level layer from DK31+720 ~ end point of the project, left side of the three-dimensional layer from ZK31+655.6 ~ end point of the project, right side from YK31+724.5 ~ end point of the project (excluding railway-related projects) of the Jihe Expressway R&E Project entered into among the Company, CR No.11 and CC 7th Division on 26 July 2024

• “CRMB” China Railway Major Bridge Engineering Group Co., Ltd.* (中國 鐵建大橋工程局集團有限公司), a limited company incorporated in the PRC

• “CR No.11” China Railway 11th Bureau Group Co., Ltd* (中鐵十一局集團有 限公司), a limited company incorporated in the PRC

• “CR No.17” China Railway 17th Bureau Group Co., Ltd* (中鐵十七局集團有 限公司), a limited company incorporated in the PRC

• “Director(s)” the director(s) of the Company “EGM” the third extraordinary general meeting 2024 to be convened and held by the Company at the conference room of the Company on 46th Floor, Hanking Center Tower, No. 9968 Shennan Avenue, Nanshan District, Shenzhen, the PRC at 10:00 a.m. on Friday, 20 September 2024 or any adjourned meeting(s)

• “Group” the Company and its subsidiaries “H Shareholders” holders of H Shares “H Shares” the overseas listed foreign share(s) with nominal value of RMB1.00 each in the ordinary share capital of the Company, which are listed on the main board of Hong Kong Stock Exchange and traded in HK$ (stock code: 00548)

• “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited

• “Jihe Expressway” the expressway from Shenzhen Airport to He’ao, which forms part of the Shenyang-Haikou National Expressway (G15)

“Jihe Expressway R&E Project” the reconstruction and expansion project of the section from He’ao to Shenzhen Airport of Shenyang-Haikou National Expressway

• 2 -

DEFINITIONS

“Latest Practicable Date”	19 August 2024, being the latest practicable date for ascertaining
	certain information for inclusion in this circular
“Listing Rules”	the Rules Governing the Listing of Securities on the Hong Kong
	Stock Exchange
“PRC”	the People’s Republic of China
“RMB”	Renminbi, the lawful currency of the PRC
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong)
“Share(s)”	share(s) in the issued share capital of the Company
“Shareholder(s)”	holders of the Shares
“SZ International”	Shenzhen International Holdings Limited, a company incorporated
	in Bermuda with limited liability, the shares of which are listed on
	the main board of the Hong Kong Stock Exchange (stock code:
	00152)
“Zhenjiang R&B”	Jiangsu Zhenjiang Road & Bridge Engineering Co., Ltd. * (江蘇鎮
	江路橋工程有限公司), a limited company incorporated in the PRC
“%”	per cent
Notes:

In this circular, certain English names of Chinese entities are translation of their Chinese names, and are included herein for identification purpose only. In the event of any inconsistency, the Chinese names shall prevail.

• 3 -

LETTER FROM THE BOARD

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(a joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 00548)

Executive Directors: Mr. LIAO Xiang Wen (President) Mr. YAO Hai Mr. WEN Liang

Legal Address: Fumin Toll Station, Fucheng Street, Longhua District, Shenzhen, PRC

Non-executive Directors: Mr. DAI Jing Ming Ms. LI Xiao Yan Mr. LÜ Da Wei

Place of Business in PRC: 46th Floor, Hanking Center Tower, No. 9968 Shennan Avenue, Nanshan District, Shenzhen, PRC

Independent Non-executive Directors: Mr. LI Fei Long Mr. MIAO Jun Mr. XU Hua Xiang Mr. YAN Yan

Principal Place of Business in Hong Kong: Room 1603, 16/F, China Building, 29 Queen’s Road Central, Central, Hong Kong 23 August 2024

To the Shareholders

Dear Sirs or Madams,

MAJOR TRANSACTIONS CONSTRUCTION CONTRACTS OF JIHE EXPRESSWAY RECONSTRUCTION AND EXPANSION PROJECT; AND NOTICE OF THE THIRD EXTRAORDINARY GENERAL MEETING 2024

INTRODUCTION

Reference is made to the joint announcement of the SZ International and the Company dated 26 July 2024 in relation to, among others, the Construction Contracts entered into between the Company and the respective contractors for the construction works in connection with the Jihe Expressway R&E Project.

The purpose of this circular is to provide you, among others, (i) details of the Construction Contracts and the transactions contemplated thereunder; and (ii) the notice of the EGM.

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LETTER FROM THE BOARD

THE CONSTRUCTION CONTRACTS

Reference is made to the joint announcement dated 22 May 2024 published by SZ International and the Company (a subsidiary owned by SZ International as to approximately 51.56%) and the circular of the Company dated 27 May 2024 in relation to, among others, the Company’s proposal to invest approximately RMB19.23 billion in the Jihe Expressway R&E Project which has obtained the approval of the Shareholders on 11 June 2024.

After the Company selected the respective winning bidders of the Construction Contracts through standard bidding process, it entered into the Construction Contracts with the respective winning bidders on 26 July 2024. Save for the identities of the contractors, the length and the road section subject to construction and the signing contract fees as set out below, the terms of the Construction Contracts are substantially the same:

		Length and the road section subject to	Signing
	Contractor(s)	construction	Contract Fee
			(RMB Yuan)
Construction	CC 4th Bureau,	Ground-level layer Pile No. ~DK8+500,	3,019,709,168
Contract	Zhenjiang	approximately 8.5 km; left side of the three-
Section 1	R&B	dimensional layer from ZK4+500~ZK8
		+537.455, right side from YK3+986.939~YK8
		+611.8, approximately 4.3 km
Construction	CR No.17,	Ground-level layer from DK26+300~DK31+720,	3,178,826,154
Contract	CRMB	approximately 5.4 km; left side of the three-
Section 5		dimensional layer from ZK26+270.1~ZK31
		+655.6, right side from YK26+315.1~YK31
		+724.5, approximately 5.4 km
Construction	CR No.11,	Ground-level layer from DK31+720 ~ end point	3,472,517,408
Contract	CC 7th	of the project, approximately 9.7 km; left side
Section 6	Division	of the three-dimensional layer from ZK31
		+655.6 ~ end point of the project, right side
		from YK31+724.5 ~ end point of the project
		(excluding railway-related projects),
		approximately 9.8 km

Other principal terms of the Construction Contracts are set out as follows:

Date : 26 July 2024 Parties : (i) the Company (as contracting party); and (ii) the relevant contractors.

• 5 -

LETTER FROM THE BOARD

• Subject matters : The contractors agree to undertake the construction for the relevant contracted sections of Jihe Expressway R&E Project, and the construction works shall include roadbed, bridges and culverts, electromechanics, traffic safety, environmental protection (including tunnels for the Construction Contract Section 5); new construction and renovation of ancillary facilities and buildings such as reserved and embedded facilities, maintenance work areas and management rooms; modification of roads, rivers and canals, relocation of pipelines (excluding relocation of power lines of 110kv or above and relocation of (sub) high-pressure gas), etc.

• Adjustment to : The current signing contract fee of each Construction Contract is calculated contract fee with reference to the estimated quantities and price per unit (or lump sum fees) listed in the priced bill of quantities. During the actual implementation of the project, adjustments may be made due to factors such as fluctuations in material prices, alteration of the project, etc. Any alteration of the project will be carried out in accordance with the relevant regulations of the Company and industry regulatory authorities. Based on the previous project experiences of the Company, the expected adjustment amount is estimated to be not exceeding around 10% of the signing contract fee.

As of the Latest Practicable Date, the Board was not aware of any matters that may significantly impact the contract fee of any of the Construction Contracts through such adjustments.

• Payment of : The contract fee shall be paid by bank transfer, bank acceptance bill or contract fee commercial acceptance bill.

The Company shall make advance payments to the contractors for the purchase of materials, engineering equipment and construction equipment; construction of temporary facilities; and recruitment of construction teams. The advance payment amount will be approximately 10% of the contract fee.

From the month following the commencement of the project to the month of issuance of the completion certificate, the parties will assess the progress of the project on a monthly basis. The contractors should submit application for progress payment together with corresponding supporting documents to the supervisor. The payment should be made by the Company upon the supervisor’s verification and the Company’s review and approval. There are different payment schedules for different items under the Construction Contracts, based on the preliminary estimation of the Company, the amount payable by the Company prior to completion of the construction is expected to be no more than 92% of the contract fee, and 3% of such payment will be retained by the Company as quality assurance deposit.

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LETTER FROM THE BOARD

After completion of the construction and acceptance inspection, the contractors should submit application for the final payment together with corresponding supporting documents to the supervisor. Upon expiry of the defect liability period (2 years from the completion date) and the Company has issued the completion and acceptance certificate, the Company will complete the payment of the contract fee in fee (including the return the above-mentioned quality assurance deposit).

• Construction Period : 54 months. The construction period shall commence from the designated commencement date instructed by the supervisor appointed by the Company. In the event of abnormally or severe weather conditions, increase of the subject work as per requests of the Company or other circumstances agreed by the parties, the relevant contractors may request for extension of the construction period.

• Performance : Each of the contractors, prior to signing the relevant Construction Contract, guarantee and has provided 10% of the contract fee in the form of cash or a letter of quality assurance guarantee as performance guarantee. The contractors guaranteed that the performance guarantee shall remain valid until the Company issues the completion and acceptance certificate of the construction and the contractors having paid the quality assurance deposit as stipulated in the contracts. The Company shall refund the performance guarantee to the contractors after completion of the project, the relevant acceptance inspection, and receipt of the quality assurance deposit from the contractors.

The amount of the quality assurance deposit is 3% of the contract fee. It is intended to ensure the fulfilment of the contractors’ obligation to rectify any defects during the defect liability period (2 years from the actual completion date). After the expiration of the defect liability period and the issuance of the completion settlement certificate by the Company, the quality assurance deposit will be refunded to the contractors by the Company.

• Effectiveness : The respective Construction Contract shall become effective upon the contractors having provided the performance guarantee and the parties having signed and stamped the contracts, upon SZ International and the Company having obtained approvals from their respective board of directors, and upon SZ International and the Company having obtained approvals from their respective shareholders (if necessary). They will expire upon completion of the project and the related acceptance inspection, and upon issuance of the defect liability termination certificate after expiration of the defect liability period.

• 7 -

LETTER FROM THE BOARD

BASIS OF DETERMINATION OF THE CONTRACT FEES OF THE CONSTRUCTION CONTRACTS

The Company has conducted public tender process for the respective construction project under the Construction Contracts through the public resource trading platform designated by the Shenzhen Municipal Government. The contract fees are determined by the tender price submitted by the winning bidder of the tender.

The Company prepared the bill of quantities based on the determined measurement rules, construction blueprints, national standards related to bill of quantities, industry standards, and other relevant rules, the preparation of the relevant tender documents and publication of the tender announcements of the respective construction projects under the Construction Contracts were prepared in accordance with relevant laws and regulations.

After publication of the tender announcements, eligible bidders had submitted their tender applications. Under the supervision of the public resource trading platform, and through the review and evaluation by the qualification review committee, tender evaluation committee, and tender determination committee conducted in accordance with the established procedures, evaluation rules and bidding principles, the relevant successful bidders were confirmed to be the winners among the other tender participants. Pursuant to the relevant tender documents and regulations, the criteria for evaluating on the tender participants includes their professional qualifications, technical expertise, experiences in similar projects, management personnel, and their tender prices.

The results of the tenders of the respective construction projects under the Construction Contracts were publicly announced without any contest or complaints. The Company had reported the progress of the tenders to the relevant supervisory department of the Shenzhen Municipal Government.

The respective contract fees of the Construction Contracts are expected to be self-raised by the Company and invested by the Shenzhen Municipal Government. The self-raised funds of the Company include payments from its own funds and external financing.

INFORMATION OF THE JIHE EXPRESSWAY R&E PROJECT

Jihe Expressway is an integral part of Shenyang-Haikou National Expressway (G15). It starts from He’ao Interchange in Longgang District, Shenzhen to the east, and ends at Hezhou Interchange in Bao’an District to the west with a total length of approximately 43 km. It is a two-way six-lane expressway. Jihe Expressway is an important east-west corridor in Shenzhen’s high-speed road network, and a core route for rapid connections in the eastern, central, and western regions of Shenzhen. It has been in operation for over 20 years. With the economic development of Shenzhen and its surrounding areas, the demand for transportation has been growing rapidly, placing significant pressure on Jihe Expressway’s ability to function as a high-speed thoroughfare. Furthermore, the completion and opening of Shenzhen-Zhongshan Bridge, which connects to Jihe Expressway, has further increased the pressure on Jihe Expressway.

As disclosed in the joint announcement dated 22 May 2024 published by SZ International and the Company, the major construction of the Jihe Expressway R&E Project is planned to be fully commenced within this year. The construction period is 5 years and will adopt the three-dimensional composite channel model for

• 8 -

LETTER FROM THE BOARD

the reconstruction and expansion, with a total length of approximately 41.4 km. The construction will be divided into ground-level layer and three-dimensional layer, both of which will be built to the standard of a two-way eight-lane expressway with a design speed of 100 km per hour of which the ground-level layer will primarily widen the existing Jihe Expressway on both sides, supplemented by local separation and construction. The original six-lane expressway will be reconstructed and expanded to eight lanes. The threedimensional layer adopts a new construction plan as main approach to connect with the high-speed road network. The construction of the Jihe Expressway R&E Project will cover the 9.4 km western section (from Hezhou Interchange to Shuilang Interchange) with a ground-level two-way eight-lane and an elevated twoway eight-lane expressway, the 27.8 km middle section (from Shuilang Interchange to Paibang Interchange) with a ground-level two-way eight-lane and an elevated two-way eight-lane expressway and the 4.3 km eastern section (from Paibang Interchange to He’ao Interchange) with a ground-level two-way eight-lane expressway.

REASONS FOR AND BENEFITS OF ENTERING INTO THE CONSTRUCTION CONTRACTS

The investment, construction and operation management of toll roads and expressways are within the ordinary and usual course of business of the Group. As disclosed in the joint announcement of SZ International and the Company dated 22 May 2024, Jihe Expressway is an important cornerstone for the sustainable development of the Group. After the reconstruction and expansion of Jihe Expressway, its existing transportation capacity will be effectively improved. Through the signing and the implementation of the Construction Contracts, the Company can effectively improve the asset quality of Jihe Expressway, expand the scale of its expressway assets, enhance the space for future development of its core business of toll expressway, and further consolidate its core advantages in the investment, construction and operation of toll expressway.

As disclosed in the section headed “Basis of Determination of the Contract Fees of the Construction Contracts” above, the Company determined the respective contractors and contract fees under the Construction Contracts through public tenders and having gone through the prescribed project tender related procedures, which is in compliance with the relevant laws, regulations and requirements. The mechanism for determining each contractor is fair and cautious. The major terms of the respective Construction Contracts conform to industry practices and market standards, and the contract fees are controlled based on the benchmark budget value calculated according to industry norms set by government departments or authorised agencies and published price information. Each Construction Contract is determined through public tender, ensuring fairness and reasonableness.

In light of the above, the Board is of the view that each of the Construction Contracts is in the ordinary and usual course of business of the Group, on normal commercial terms, fair and reasonable and in the interest of the Company and its Shareholders as a whole.

• 9 -

LETTER FROM THE BOARD

GENERAL INFORMATION OF THE PARTIES

The Company

The Company and its subsidiaries are principally engaged in the investment, construction, operation and management of toll highways and general-environmental protection business. At present, the generalenvironmental protection business mainly includes solid waste recycling treatment and clean energy power generation.

CC 4th Bureau and CC 7th Division

Each of CC 4th Bureau and CC 7th Division is a limited company incorporated in the PRC which principally engages in engineering construction business such as housing construction and infrastructure construction. Their controlling shareholder is China State Construction Engineering Corporation, a joint stock limited company incorporated in the PRC whose A shares are listed on the Shanghai Stock Exchange (stock code: 601668); and its ultimate beneficial owner is the State-owned Assets Supervision and Administration Commission of the State Council.

CR No.11, CR No.17 and CRMB

Each of CR No.11, CR No.17 and CRMB is a limited company incorporated in the PRC which principally engages in construction business. Their controlling shareholder is China Railway Construction Corporation Limited, a joint stock company incorporated in the PRC with limited liability, whose H shares are listed on the main board of Hong Kong Stock Exchange (stock code: 1186) and A shares are listed on the Shanghai Stock Exchange (stock code: 601186); and its ultimate beneficial owner is the State-owned Assets Supervision and Administration Commission of the State Council.

Zhenjiang R&B

Zhenjiang R&B is a limited company incorporated in the PRC which principally engages in engineering construction and other businesses. Its controlling shareholder is Zhenjiang Industrial Investment Holding Group Co., Ltd.* (鎮江產業投資控股集團有限公司), a limited company incorporated in the PRC, and its ultimate beneficial owner is the State-owned Assets Supervision and Administration Commission of the Zhenjiang Municipal People’s Government.

To the best of the knowledge, information and belief of the Board, having made all reasonable enquiries, each of CC 4th Bureau, CC 7th Division, CR No.11, CR No.17, CRMB, Zhenjiang R&B and their respective ultimate beneficial owner is a party independent of the Company and its connected persons.

LISTING RULES IMPLICATIONS

The signing of the Construction Contracts constitutes transactions under Chapter 14 of the Listing Rules. Since CC 4th Bureau and CC 7th Division are subsidiaries of China State Construction Engineering Corporation, the Construction Contract Sections 1 and 6 are related to the Jihe Expressway R&E Project and entered into within a 12-month period, the transactions under the Construction Contract Sections 1 and 6 should be aggregated pursuant to Rules 14.22 and 14.23(1) of the Listing Rules. Since CR No.11, CR No.17

• 10 -

LETTER FROM THE BOARD

and CRMB are subsidiaries of China Railway Construction Corporation Limited, the Construction Contract Sections 5 and 6 are related to the Jihe Expressway R&E Project and entered into within a 12-month period, the transactions under the Construction Contract Sections 5 and 6 should be aggregated pursuant to Rules 14.22 and 14.23(1) of the Listing Rules.

As one or more of the applicable percentage ratios in respect of the Construction Contract Sections 1 and 6 (on an aggregate basis), and the Construction Contract Sections 5 and 6 (on an aggregate basis), exceeds 25% but all are less than 100%, the signing of the Construction Contract Sections 1, 5 and 6 constitutes major transactions for the Company. The Company is therefore required to comply with reporting, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules.

EGM

The Company will convene the EGM at the conference room of the Company on 46th Floor, Hanking Center Tower, No. 9968 Shennan Avenue, Nanshan District, Shenzhen, the PRC at 10:00 a.m. on Friday, 20 September 2024 to consider, and if thought fit, approve (i) the resolutions in relation to the Construction Contracts as detailed in this circular, and (ii) the resolutions in relation to the proposed extension of the validity period of the Resolutions and the Specific Mandate in relation to the Issuance of A Shares to Specific Targets (including the XTC Company A Share Subscription) (the “ Extension of Validity Period ”) and the plan on Shareholders’ Return (the “ Shareholders’ Return ”) (as detailed in the circular of the Company dated 23 August 2024 (the “ Other Circular ”)). The notice of the EGM is set out on pages EGM1 to EGM-2 of this circular. The Proxy Form is enclosed hereto.

Whether or not you are able to attend the EGM, you are advised to read the notice of the EGM carefully and complete the Proxy Form that have been despatched to you in accordance with the instructions printed thereon. H Shareholders must return the Proxy Form to the H share registrar of the Company, Hong Kong Registrars Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, while A Shareholders must return the Proxy Form to the Company at on 46th Floor, Hanking Center Tower, No. 9968 Shennan Avenue, Nanshan District, Shenzhen, the PRC, no later than 24 hours before the time appointed for convening the EGM. Completion and return of the Proxy Form will not preclude you from attending and voting at the EGM in person if you so wish.

CLOSURE OF REGISTER OF HOLDERS OF H SHARES

The register of holders of H Shares will be closed from Friday, 13 September 2024 to Friday, 20 September 2024, both days inclusive, during which period no transfer of H Shares will be effected. In order to qualify for attending the EGM, all transfer documents of H Shares accompanied by the relevant share certificates must be lodged with the Hong Kong Registrars Limited at Shops 1712-16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Thursday, 12 September 2024.

VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules and the Articles, the EGM shall vote by poll on the resolutions set out in the notice of the EGM. Therefore, all resolutions as set out in the notice of EGM will be voted by poll. The poll results will be published on the HKEXnews website of Hong Kong Exchanges and Clearing Limited and the website of the Company upon the conclusion of the EGM.

• 11 -

LETTER FROM THE BOARD

To the best knowledge, information and belief of the Directors, having made all reasonable enquiries, no Shareholder has a material interest in the resolutions in relation to the Construction Contracts as set out in the notice of the EGM and has to abstain from voting at the EGM on the above resolutions. Please refer to the Other Circular as to whether any Shareholder has material interest in the Extension of Validity Period and/or the Shareholders’ Return and has to abstain from voting at the EGM on the related resolutions.

RECOMMENDATIONS

The Board considers that the Construction Contracts and the transactions contemplated thereunder are in the interests of the Company and the Shareholders as a whole, respectively, and therefore recommends all the Shareholders to vote in favour of the abovementioned resolutions at the EGM. Please refer to the Other Circular for the Board’s views and recommendation on the voting actions that the Shareholders should take in respect of the resolutions in relation to the Extension of Validity Period and the Shareholders’ Return.

Your attention is drawn to the other information set out in the Appendices to this circular.

Yours faithfully, By Order of the Board of Shenzhen Expressway Corporation Limited Liao Xiang Wen Executive Director and President

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

1. FINANCIAL INFORMATION OF THE GROUP

Details of the audited consolidated financial information of the Company for each of the three years ended 31 December 2021, 2022 and 2023 are disclosed in the relevant annual reports of the Company which have been published and are available on the website of the Stock Exchange (www.hkexnews.hk) and the website of the Company (www.sz-expressway.com):

• the annual report of the Company for the year ended 31 December 2021 (pages 170 to 356) published on 26 April 2022:

https://www1.hkexnews.hk/listedco/listconews/sehk/2022/0426/2022042600663.pdf

• the annual report of the Company for the year ended 31 December 2022 (pages 172 to 364) published on 20 April 2023:

https://www1.hkexnews.hk/listedco/listconews/sehk/2023/0420/2023042001222.pdf

• the annual report of the Company for the year ended 31 December 2023 (pages 180 to 377) published on 29 April 2024:

https://www1.hkexnews.hk/listedco/listconews/sehk/2024/0429/2024042902629.pdf

2. INDEBTEDNESS

As at the close of business on 30 June 2024, being the latest practicable date for the sole purpose of determining this statement of indebtedness and contingent liabilities of the Group prior to the date of this circular, same as otherwise disclosed herein, the Group had aggregate outstanding amount of borrowing of approximately RMB31,304,009,000 and the details are as follows:

• I-1 -

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Bank borrowings – Secured and guaranteed – Unsecured and guaranteed – Secured and unguaranteed – Unsecured and unguaranteed Debt securities – Unsecured and unguaranteed Other borrowings Amounts due to related parties – Unsecured and unguaranteed Total	RMB’000 594,699 3,779,164 10,251,738 5,810,158
	20,435,759 10,171,963
	696,287
	31,304,009

As at 30 June 2024, the Group has authorized but unissued debt securities of approximately RMB11,000,000,000.

Charges

As at the close of business on 30 June 2024, the Group’s bank borrowings of approximately RMB10,846,437,000 were secured by toll collection rights, equity interest of subsidiaries of the Company, certain equipment, franchise rights, rights to expected earnings of Public-PrivatePartnership contracts and receivables of operating incomes of the Group.

Lease liabilities

As at 30 June 2024, the Group had lease liabilities of approximately RMB94,223,000 related to the lease of mechanical equipment from leasing companies in the PRC among which the amount of RMB94,223,000 unsecured and guaranteed by a subsidiary of the Company. Lease liabilities of approximately RMB84,384,000 are related to the lease of office premises and commercial units from non-leasing companies in the PRC and Hong Kong, among which RMB60,364,000 were unguaranteed and secured by rental deposits paid, and RMB24,020,000 were unsecured and unguaranteed.

Contingent liabilities and guarantees

As at 30 June 2024, the Group have the following contingent liabilities and guarantees:

• I-2 -

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

(a) Guarantees in respect of mortgage facilities of certain property buyers

As at 30 June 2024, the total amount of outstanding mortgages guaranteed by the Group were RMB394,932,000.

(b) Litigation

As at 30 June 2024, the Group is involved in pending litigations related to subsidiaries of the Company, with a total claimed amount of approximately RMB1,037,930,000. These include:

• (1) In January 2019, Guizhou Guishen Investment Development Company Limited (referred to as “ Guishen Company ”) and Guizhou Shenzhen Expressway Land Co., Ltd. (referred to as “ Guizhou Land ”) entered into an Equity and Creditor’s Rights Transfer Contract with Guizhou Xinhe Lifu Company Limited (referred to as “ Xinhe Lifu ”) to transfer the 100% equity and creditor’s rights held by Guishen Company in Guizhou Shengbo Land Co., Ltd. and the 100% equity and creditor’s rights held by Guizhou Land in three companies including Guizhou Hengfengxin Real Estate Co., Ltd., Guizhou Henghongda Real Estate Co., Ltd. and Guizhou Hengda Real Estate Co., Ltd. to Xinhe Lifu. In October 2023, Xinhe Lifu filed an arbitration with the Shenzhen Court of International Arbitration, requesting Guizhou Land and Guishen Company to refund and compensate for loss of approximately RMB486,046,000, on June 30, 2024, the case is under arbitration, and the outcome of the litigation and the obligation to compensate (if any) cannot be reliably estimated;

• (2) On March 4, 2020, Nanjing Wind Power Technology Co., Ltd (referred to as “ Nanjing Wind Power ” below) being sued by Xinqing Environmental Technology (Lianyungang) Co., Ltd. (referred to as “ Xinqing Environmental ” below) due to failure to deliver goods on time and make timely payments, resulting in a loss of approximately RMB150,743,000. The court made a judgment of first instance on August 24, 2023, which included Nanjing Wind Power paid Xinqing Environmental losses totaling RMB53,210,000, and Xinqing Environmental returned the advance payment and payment of testing fees to Nanjing Wind Power totaling RMB49,293,000. On June 30 2024, the case is undergoing a second trial, and has not yet been decided, and the outcome of the litigation and the obligation to compensate (if any) cannot be reliably estimated;

• (3) On January 8, 2020, Environment Company, a subsidiary of the Company, entered into the Capital Increase and Share Transfer Agreement Regarding Acquisition of up to 68.1045% Shares of Bioland Company between Shenzhen Expressway Environment Construction Management Co., Ltd., and Zhengzhou Cida Environmental Technology Co., Ltd., Beijing Shuiqi Lande Technology Co., Ltd., Shi Junying, Shi Junhua, and Bioland Company (the “ Capital Increase and Equity Transfer Agreement ”) with Bioland Company and its 4 shareholders (i.e., Shi Junying, Shi Junhua, Zhengzhou Cida Environmental Technology Co., Ltd., and Beijing Shuiqi Lande Technology Co., Ltd., collectively referred to as “ Original Shareholders ”) on 8 January 2020, which stipulated equity compensation for valuation adjustment mechanism and other matters.

• I-3 -

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Environment Company obtained 22,640,000 shares held by the Original Shareholders as compensation because Bioland Company failed to achieve the expected performance in 2021. In May 2023, the Original Shareholders submitted an arbitration application to the Shenzhen International Arbitration Court, requesting to the company to refund and compensate for loss of approximately RMB129,727,000, on June 30, 2024, the case is under arbitration and the outcome of the litigation and the obligation to compensate (if any) cannot be reliably estimated;

• (4) In December 2019, PowerChina Jiangxi Electric Power Construction Co., Ltd. (“ PowerChina Jiangxi ”) entered into a Contract on Procurement of Wind Turbine Equipment for 50MW Wind Farm Project (Phase I) in Gudian Town, Yungang, Datong (the “ Procurement Contract ”) with Nanjing Wind Power to purchase equipment for Datong Power Station (Phase I). The specifications of the equipment hereunder was twenty NJ140-2.5MW wind turbines, the unit price of the equipment was fixed at RMB3,900/KW, and the total price of the contract including tax was RMB195 million. On 8 October 2023, PowerChina Jiangxi filed a lawsuit to Nanchang Intermediate People’s Court for reason that Nanjing Wind Power has breached the contract due to delayed delivery of goods, serious quality issues of the goods supplied, etc., which led to the delay in grid connection for project involved and resulted in huge losses in electricity price, and requested Nanjing Wind Power to compensate for loss of approximately RMB109,100,000, on June 30, 2024, the case is under trial, and has not yet been decided, and the outcome of the litigation and the obligation to compensate (if any) cannot be reliably estimated;

• (5) Other pending litigations totaling approximately RMB162,314,000.

After taking into account the advice of the external legal counselors of the Group, the management of the Group considers that the risk of losses and the amount of contingent liabilities resulting from the outstanding litigations cannot be estimated properly.

General

Except as disclosed above and apart from intra-group liabilities, the Group did not have, as at 30 June 2024, any other debt securities issued or outstanding, and authorized or otherwise created acceptances (other than normal trade bills), acceptance credits, lease liabilities, charges, guarantees or other material contingent liabilities.

For the purpose of preparing the indebtedness of the Group, translation of amount in HKD into RMB and USD into RMB have been made at exchange rates of HKD1=RMB0.91268 and USD1=RMB7.1268, the respective closing rates as at 30 June 2024.

• I-4 -

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

3. WORKING CAPITAL

The Directors, after due and careful consideration, are of the opinion that based on existing cash and bank balances, available banking facilities and the internal resources of the Group, as well as the effect of the transactions contemplated under the Construction Contracts, the Group will have sufficient working capital for its present requirements and at least the next 12 months from the date of this circular.

4. FINANCIAL AND TRADING PROSPECTS OF THE GROUP

The central government defined China’s strategic tasks and major measures for the next five years, including accelerating the establishment of a new development pattern, promoting green development, building a new generation of information technology, new energy, green environmental protection and other new growth engines, optimising the infrastructure layout, establishing a modern infrastructure system, and promoting the development of the Guangdong-Hong Kong-Macao Greater Bay Area, thereby generating opportunities for regional development and the establishment of a modern comprehensive transportation system. The Group will follow the national macro strategic layout, adhere to the market-oriented and innovation-driven approach, consolidate and enhance the advantages of the toll highway industry, and actively expand the general environmental protection industry to achieve long-term sustainable development.

In December 2023, the Political Bureau of the CPC Central Committee held a meeting to analyse and study the economic work in 2024, proposing the general policy principle of “making steady progress, and remaining stable first and making breakthroughs later”, emphasising the improvement of social expectations, enhancing the positive trend of economic recovery, and communicating positive policy signals. In the second half of 2023, a series of national policies were introduced, which played a positive role in boosting the confidence of market. In 2024, it is expected that China’s economy will grow steadily while remaining stable based on its advantages of high resilience, great potential and strong vitality.

Toll highways are the primary core business of the Group. According to the National Highway Network Plan (2013-2030), the growth of expressway mileage will continue to slow down, the toll highway industry will transit from a growth stage to an inventory stage, and the market size will tend to be stable. The existing toll highways will maintain relatively stable return on investment in general, while new projects may face challenges such as high costs and longer development periods. In face of the above challenges, the Group will actively promote the digital transformation of toll highways following the development trend of IT in an effort to reduce operational management costs and improve traffic efficiency. In addition, the Group will focus on investment in the reconstruction and expansion of existing highway projects, seek investment and M&A opportunities for high-quality projects, and actively support the core businesses with corresponding financial resources. In addition, the Group will strengthen cooperation with the government and stakeholders, and actively promote the revitalisation and development of land along expressways to improve the comprehensive utilisation value of assets.

• I-5 -

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

Entering the general environmental protection industry is a strategic choice made by the Group to realise sustainable development. The 2023 Central Economic Work Conference defined “promoting carbon peaking and carbon neutrality actively and prudently, and accelerating the building of green and low-carbon supply chains”as a priority. An array of industry plans and policies issued by the state in recent years have shown the way for the solid waste recycling and clean energy industries, which are facing significant market opportunities. Currently, the Group has made preliminary strategic presence in the general environmental protection industry, and will continue to focus on the segments of solid waste recycling and clean energy power generation, optimise investment timing, boost the quality and efficiency improvement of existing projects, and improve the operational quality and profitability of the environmental protection industry in all aspects.

In the future, based on the existing industry pattern of the dual core businesses, the Group will leverage its core geographic, brand, team and capital advantages, and seize the opportunities of the times arising from the development of the “dual regions” in a market-oriented and innovation-driven manner, do better in the Guangdong-Hong Kong-Macao Greater Bay Area, and strive to become a first-class and important service provider for infrastructure construction and operation such as highway transportation and environmental protection with national presence, thereby building a smart Shenzhen Expressway and facilitating the high-quality sustainable development of the Company.

Based on the in-depth study of both the internal and external environments as well as the Company’s core competencies, the Company has formulated its development strategies for the “14th Five-Year Plan” period (2021-2025), which were considered and approved by the general meeting in December 2021.

The overall development strategy: of the Company is to seize the opportunities of the times arising from the process of building the Guangdong-Hong Kong-Macau Greater Bay Area and Shenzhen into pilot socialist demonstration areas with Chinese characteristics in a market-oriented and innovationdriven manner, enhance its advantages in the toll highway industry and actively expand into the featured environmental protection and integrated clean energy industries, thereby building a smart Shenzhen Expressway and facilitating the high-quality sustainable development of the Company.

The strategic goals: will be to expand its presence nationwide while staying focus on Shenzhen and the GuangdongHong Kong-Macao Greater Bay Area, and to provide cities with solutions of sustainable development featuring “innovation, intelligence, environmental protection and high efficiency”, thereby striving to become a first-class infrastructure construction and operation service provider including transportation via highway and environmental protection that realises growth of scale, optimisation of organisation, enhancement of capabilities and improvement of systems.

As for the toll highway sector, the Group will “consolidate and enhance the toll highway business by such means as carrying out new construction projects, expansion projects, mergers and acquisitions (M&A) and resources consolidation, at the same time actively expanding the business of investment, construction, management and maintenance of expressways and high-speed roads, extending the operating periods of toll highway projects, and maintaining the leading advantages of its core highway business by increasing the scale of highway assets, promoting cost reduction and

• I-6 -

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

efficiency improvement, and refining its management. The Company will also actively explore upstream and downstream market-oriented projects along the industry chain with focus on intelligent upgrading, and comprehensive management and maintenance business.”

As for the general environmental protection sector, the Group will “enhance and build up its operation capability with focus on solid waste recycling treatment and clean energy power generation, hence securing a leading position in these industry segments. New investments or acquisitions of equity interests in wind farms or photovoltaics power stations will be made with an aim to develop an integrated clean energy system with Shenzhen Expressway characteristics. Meanwhile, the Group will explore and moderately invest in other opportunistic high-quality environmental protection projects such as scrap vehicle dismantling and municipal environmental protection.”

In addition, the Group will continue to activate existing resources, and promote the development and utilisation of land along expressways. The Group will explore and develop new businesses closely associated with Shenzhen Expressway’s own resources, such as new urban construction and combination of industry and finance.

5. FINANCIAL IMPACT OF TRANSACTIONS CONTEMPLATED UNDER THE CONSTRUCTION CONTRACTS

The respective contract fees of the Construction Contracts are expected to be self-raised by the Company and invested by the Shenzhen government. The self-raised funds of the Company include payments from its own funds and external financing. The Group’s assets and liabilities are expected to increase after the completion of the transactions contemplated under the Construction Contracts.

All amounts (including interest) required to be invested by the Company in accordance with the investment proposal of the Jihe Expressway R&E Project will be recorded and included in the Group’s consolidated balance sheet as concession intangible assets (being one form of the Group’s non-current assets). Therefore, the Group expects that the Group’s profit and loss statements and net profit will not be materially affected before completion of the Jihe Expressway R&E Project. However, due to the increase in capital expenditure, the Group's overall finance costs are expected to increase.

• I-7 -

GENERAL INFORMATION

APPENDIX II

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors, 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.

2. DISCLOSURE OF INTERESTS

As at the Latest Practicable Date, the interests or short positions of the Directors, the supervisors or the chief executive of the Company in the Shares, underlying Shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which were required to be (i) notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which have been taken or deemed to have been taken under such provisions of the SFO); or (ii) entered into the register maintained by the Company under Section 352 of the SFO; or (iii) notified to the Company and the Stock Exchange pursuant to the “Model Code for Securities Transactions by Directors of Listed Issuers” (collectively, “ interests or short positions ”) were as follows:

Long positions in ordinary shares of SZ International:

		Approximate percentage of
	Number of ordinary shares	ordinary shares held in the
	held as at the Latest	issued share capital of	Nature of
Name	Practicable Date	SZ International	interests	Capacity
Liao Xiang Wen (4)	21,520	0.001%	Family	Beneficial
			interests	owner

Interests in share option of SZ International:

		As at the Latest
		Practicable Date
		Number of share options	Nature of
Name	Options	unexercised (1)(2)(3)	interests	Capacity
Liao Xiang Wen (4)	Share option scheme 1 (1)	332,000	Family	Beneficial
	Share option scheme 2 (2)	249,000	interests	owner
	Share option scheme 3 (3)	249,000

• II-1 -

GENERAL INFORMATION

APPENDIX II

Note:

• (1) Share option scheme 1 was granted on 1 November 2023 and could be exercised during the period from 1 November 2025 to 31 October 2028 pursuant to the grant provision;

• (2) Share option scheme 2 was granted on 1 November 2023 and could be exercised during the period from 1 November 2026 to 31 October 2028 pursuant to the grant provision;

• (3) Share option scheme 3 was granted on 1 November 2023 and could be exercised during the period from 1 November 2027 to 31 October 2028 pursuant to the grant provision;

• (4) The interests are owned by the spouse of Liao Xiang Wen, a Director of the Company.

Saved as disclosed above, as at the Latest Practicable Date, none of the Directors, the supervisors or the chief executive of the Company had interests or short positions defined above.

As at the Latest Practicable Date, save for Mr. Dai Jing Ming, a non-executive Director, also acts as an executive director of SZ International, none of the Directors was a director or an employee of a company which has an interest or short position in the shares and underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO.

3. COMPETING INTEREST

As at the Latest Practicable Date, none of the Directors and their respective close associates were interested in any business, apart from the Group’s business, which competes or is likely to compete, either directly or indirectly, with the Group’s business.

4. INTERESTS IN ASSETS, CONTRACT OR ARRANGEMENT

As at the Latest Practicable Date, none of the Directors or supervisors of the Company is materially interested in any contracts or arrangement entered into by any members of the Group which is subsisting at the date of this circular and which is significant in relation to the business of the Group.

None of the Directors or supervisors of the Company has any direct or indirect interest in any assets which have been, since 31 December 2023, being the date to which the latest published audited accounts of the Group were made up, acquired or disposed of by, or leased to any members of the Group, or are proposed to be acquired or disposed of by, or leased to any members of the Group.

5. MATERIAL ADVERSE CHANGE

The Directors are not aware of any material adverse change in the financial or trading position of the Group since 31 December 2023, the date to which the latest published audited consolidated accounts of the Group have been made up.

• II-2 -

GENERAL INFORMATION

APPENDIX II

6. CLAIMS AND LITIGATION

As at the Latest Practicable Date, no litigation or claim of material importance is known to the Directors to be pending or threatened against any member of the Group.

7. SERVICE CONTRACTS

No service contracts that cannot be terminated by the Group within one year without compensation (other than general statutory compensation) have been or proposed to be entered into between the Group and the Directors as at the Latest Practicable Date.

8. MATERIAL CONTRACTS

The following contracts, not being contracts entered into in the ordinary course of business of the Group, have been entered into by the members of the Group within two years preceding the Latest Practicable Date and which are, or may be, material:

• (a) on 26 July 2024, the Company entered into 6 construction contracts with the following constructors respectively: (i) CC 4th Bureau and Zhenjiang R&B, (ii) Poly Changda Engineering Co., Ltd. (保利長大工程有限公司); (iii) China Railway No.4 Engineering Group Co., Ltd (中鐵四局集團有限公司); (iv) CCCC Second Harbour Engineering Co., Ltd. (中交第二航務工程局有限公司) and CCCC SHEC Shenzhen Construction Co., Ltd. (中交二航局深圳建設有限公司); (v) CR No.17 and CRMB; and (vi) CR No.11 and CC 7th Division, pursuant to which the respective contractors agreed to undertake the construction work for the relevant contracted sections 1 to 6 of the Jihe Expressway R&E Project at the respective signing contract fee of RMB3,019,709,168, RMB2,969,357,006, RMB2,759,514,470, RMB2,760,032,971, RMB3,178,826,154, and RMB3,472,517,408, respectively, further details of which are set out in the joint announcement of the Company and SZ International dated 26 July 2024;

• (b) on 13 March 2024, the Company (as vendor) entered into an equity transfer agreement and creditor’s right transfer agreement with Changde Yichang Enterprise Operation Management Co., Ltd. (常德市益常企業運營管理有限公司) (as purchaser) and Hunan Yichang Expressway Development Company Limited, a wholly-owned subsidiary of the Company (as project company), pursuant to which the purchaser agreed to acquire from the Company 100% equity interest and creditor’s right in the project company at the consideration of RMB1,397.5 million and RMB648.5 million, respectively, to facilitate the proposed spin-off and separate listing of the Yichang Expressway REITs with the toll highway rights of Hunan Yiyang-Changde Expressway and its ancillary facilities, further details of which are set out in the joint announcement of the Company and SZ International dated 13 March 2024;

• (c) on 12 March 2024, Shenzhen Outer Ring Expressway Investment Company Limited (深圳市 外環高速公路投資有限公司) (“ Outer Ring Company ”) entered into 4 construction contracts with the following constructors respectively: (i) China Railway 11th Bureau Group Co., Ltd (中鐵十一局集團有限公司), (ii) CCCC Second Harbour Engineering Co., Ltd. (中交第二航 務工程局有限公司) and CCCC SHEC Shenzhen Construction Co., Ltd. (中交二航局深圳建

• II-3 -

APPENDIX II

GENERAL INFORMATION

設有限公司), (iii) CCCC First Highway Engineering Group Co., Ltd. (中交一公局集團有限 公司) and Shenzhen Road & Bridge Group Co., Ltd. * (深圳市路橋建設集團有限公司); and (iv) China Railway 12th Bureau Group Co., Ltd (中鐵十二局集團有限公司), pursuant to which the respective contractors agreed to undertake the construction work for the relevant contracted sections 3 to 6 of Outer Ring Phase III at the respective contract fee of RMB884,503,958, RMB607,362,518, RMB741,044,842 and RMB735,248,839, further details of which are set out in the joint announcement of the Company and SZ International dated 12 March 2024;

• (d) on 25 January 2024, Outer Ring Company entered into a construction contract with a consortium formed by China Railway No.4 Engineering Group Co., Ltd (中鐵四局集團有限 公司) and Shenzhen Municipal Group Co., Ltd. (深圳市政集團有限公司) (as contractors), pursuant to which the contractors agreed to undertake the construction work for Section K80 +278 to K82+740 of Outer Ring Phase III (Kengzi to Dapeng) at a contract fee of RMB840,912,606, further details of which are set out in the joint announcement of the Company and SZ International dated 25 January 2024;

• (e) on 16 January 2024, (i) Shenzhen Investment Holdings Company Limited (深圳市投資控股有 限公司) (“ SIHCL ”), Shenzhen Investment International Capital Holdings Co., Ltd. (深圳投控 國際資本控股有限公司) (as the Vendor), the Company and Mei Wah Industrial (Hong Kong) Limited (“ Mei Wah ”) entered into the supplemental payment obligation agreement, pursuant to which the parties agreed that the obligations of the Company and Mei Wah Company under the Payment Obligation Agreement dated 24 November 2021 would not decrease upon the signing of the Renewal Income Makeup Agreement and the Supplemental Shortfall Makeup Agreement while the rights and obligations of SIHCL and the Vendor under the Payment Obligation Agreement will not be increased or decreased; and (ii) CMF Global Quantitative Multi-Asset Segregated Portfolio Company, CMF Global Quantitative Stable Segregated Portfolio, the Company and Mei Wah Company entered into the renewal income makeup agreement, pursuant to which the parties agreed the shortfall makeup obligation under the Shortfall Makeup Agreement dated 13 August 2018 be renewed from 18 August 2023 to the earlier of 17 August 2028 or the termination date as determined by the parties in accordance with the agreement, further details of which are set out in the joint announcement of the Company and SZ International dated 16 January 2024;

• (f) on 17 November 2023, Outer Ring Company and a consortium formed by China Road and Bridge Corporation (中交路橋建設有限公司) and Shenzhen Zhongrui Construction Group Co., Ltd. (深圳中瑞建工集團有限公司) (as contractors) entered into two construction contracts, pursuant to which the contractors agreed to undertake the construction works for Section K77+350 to K80+278 of Outer Ring Phase III (Kengzi to Dapeng) at a contract fee of RMB700,606,405, and undertake the construction works for the Jinsha Interchange of Outer Ring Phase II at a contract fee of RMB174,886,994, respectively, further details of which are set out in the joint announcement of the Company and SZ International dated 25 January 2024;

• II-4 -

APPENDIX II

GENERAL INFORMATION

• (g) on 27 October 2023, Shenzhen Kunpeng Zhanyi Equity Investment Management Co., Ltd.* (深 圳市鯤鵬展翼股權投資管理有限公司), the Company (as limited partner) and the other limited partners (Shenzhen International Holdings (SZ) Limited, a wholly-owned subsidiary of SZ International) entered into a supplemental partnership agreement, pursuant to which the parties agreed to extend the investment period by 1 year and shorten the exiting period by 1 year, resulting the total term of the Partnership Fund remain unchanged at 7 years, further details of which are set out in the announcement of the Company dated 27 October 2023; and

• (h) on 14 July 2023, the Company entered into an A Share subscription agreement with Xin Tong Chan Development (Shenzhen) Co., Ltd. (新通產實業開發（深圳）有限公司) (“ XTC* ”), pursuant to which XTC conditionally agreed to subscribe for A Shares in the total amount of no more than RMB1.51 billion pursuant to the final issue price to be determined upon completion of the proposed issuance of A Shares of the Company, further details of which are set out in the joint announcement of the Company and SZ International dated 14 July 2023.

9. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection on the website of the Stock Exchange (www.hkexnews.hk) and the website of the Company (www.sz-expressway.com) within 14 days from the date of this circular:

• (a) Construction Contract Section 1;

• (b) Construction Contract Section 5; and

• (c) Construction Contract Section 6.

10. GENERAL

• (a) The registered office of the Company is situated at Fumin Toll Station, Fucheng Street, Longhua District, Shenzhen. The head office of the Company is situated at 46th Floor, Hanking Center Tower, Shennan Avenue, Nanshan District, Shenzhen. The place of business of the Company in Hong Kong is at Room 1603, 16/F, China Building, 29 Queen’s Road Central, Central, Hong Kong.

• (b) The share registrar and transfer office of the Company in Hong Kong is Hong Kong Registrars Limited at 46th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong.

• (c) The joint company secretaries of the Company are Ms. Zhao Gui Ping and Ms. Lam Yuen Ling Eva. Ms. Zhao Gui Ping has many years’ experiences in finance, accounting and corporate management. Ms. Lam Yuen Ling Eva is a fellow of both The Hong Kong Chartered Governance Institute and The Institute of Chartered Secretaries and Administrators.

• (d) In the event of inconsistency, the English text of this circular shall prevail over the Chinese text.

• II-5 -

NOTICE OF THE EGM

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(a joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 00548)

NOTICE OF THE THIRD EXTRAORDINARY GENERAL MEETING 2024

Notice is hereby given that the Third Extraordinary General Meeting 2024 (the “ EGM ”) of Shenzhen Expressway Corporation Limited (the “ Company ”) will be held at the conference room of the Company on 46th Floor, Hanking Center Tower, No. 9968 Shennan Avenue, Nanshan District, Shenzhen, the PRC at 10:00 a.m. on Friday, 20 September 2024 to consider and, if thought fit, pass the following resolutions:

SPECIAL RESOLUTION

1. To consider and approve the resolution in relation to the extension of the validity period of the resolutions and mandate in relation to the Issuance of A Shares to Specific Target.

ORDINARY RESOLUTIONS

1. To consider and approve the resolution in relation to the Plan on Shareholders’ return for 2024-2026 of the Company.

2. To consider and approve the resolutions in relation to the Construction Contracts Sections 1, 5 and 6 for main works of Jihe Expressway reconstruction and expansion project individually:

3. 3.01 Construction Contract Section 1;

4. 3.02 Construction Contract Section 5;

5. 3.03 Construction Contract Section 6.

By Order of the Board

Liao Xiang Wen

Executive Director and President

Shenzhen, the PRC, 23 August 2024

Notes:

1. Capitalised terms used in this notice shall have the same meanings as those defined in the two circulars of the Company dated 23 August 2024.

• EGM-1 -

NOTICE OF THE EGM

2. Eligibility for attending the EGM

Shareholders of the Company whose names appear on the registers of shareholders of the Company at the close of business on 12 September 2024 shall have the right to attend the EGM after complying with the necessary registration procedures.

3. Registration procedures for attending the EGM

Holders of H shares of the Company please note that the register of holders of H shares of the Company will be closed from 13 September 2024 to 20 September 2024 (both days inclusive), during which period no transfer of H shares of the Company will be registered. Holders of H shares of the Company who intend to attend the EGM must deliver their instruments of transfer together with the relevant share certificates to Hong Kong Registrars Limited, the registrar of H shares of the Company, at Shops 1712-16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, at or before 4:30 p.m. on 12 September 2024.

4. Proxy

• i. Shareholders entitled to attend and vote at the EGM are entitled to appoint, in written form, one or more proxies (whether a shareholder or not) to attend and vote on his behalf.

• ii. A proxy should be appointed by written instrument signed by the appointor or his attorney. If the written instrument is signed by the attorney of the appointor, the written authorisation or other authorisation documents of such attorney should be notarised. In order to be valid, for holders of A shares of the Company, the written authorisation or authorisation documents which have been notarised together with the completed proxy form must be delivered to the Company not less than 24 hours before the time of the holding of the EGM. In order to be valid, for holders of H shares of the Company, the above documents must be delivered to Hong Kong Registrars Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, within the same period.

• iii. Shareholder or his proxy should produce identity proof when attending the EGM.

5. Poll

Pursuant to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Articles of Association of the Company, voting at the EGM on the resolutions set out in the notice of the EGM will be taken by poll.

6. Other matters

• i. The duration of the EGM is expected not to exceed one day. Shareholders or proxies who attend the EGM shall arrange for transport, food, accommodation and other relevant expenses at their own cost.

• ii. Address of Hong Kong Registrars Limited (for share transfer):

Shops 1712-16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong

• iii. Address of the Company: 46th Floor, Hanking Center Tower, No. 9968 Shennan Avenue, Nanshan District, Shenzhen, the PRC Postal code: 518057

Tel: (86)755 – 8669 8056

Fax: (86)755 – 8669 8002

• EGM-2 -