Guangdong Adway Construction : (1) PROPOSED GENERAL MANDATE TO ISSUE SHARES (2) PROPOSALS FOR RE-ELECTION OF RETIRING DIRECTORS (3) PROPOSALS FOR ELECTION OF DIRECTOR (4) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND (5) NOTICE OF ANNUAL GENERAL MEETING

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 Guangdong Adway Construction (Group) Holdings Company Limited* (the ''Company''), you should at once hand this circular together with the enclosed form of proxy 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. This circular is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities.

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 on the whole or any part of the contents of this circular.

GUANGDONG ADWAY CONSTRUCTION (GROUP) HOLDINGS COMPANY LIMITED*

廣 東 愛 得 威 建 設（ 集 團 ）股 份 有 限 公 司

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 6189)

1. 1. PROPOSED GENERAL MANDATE TO ISSUE SHARES
2. PROPOSALS FOR RE-ELECTION OF RETIRING DIRECTORS
3. 1. PROPOSALS FOR ELECTION OF DIRECTOR

1. 1. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
      AND
2. NOTICE OF ANNUAL GENERAL MEETING

A letter from the Board is set out on pages 3 to 20 of this circular. A notice convening the annual general meeting of the Company (the ''AGM'') to be held at conference room, 3rd Floor, Pengyi Garden Building 1, Bagua No.1 Road, Futian District, Shenzhen, the People's Republic of China at 11 : 30 a.m. on Friday, 11 June 2021, is set out on pages 21 to 25 of this circular.

Shareholders who are entitled to attend and vote at the AGM may appoint one or more proxies to attend and vote on their behalves. A proxy need not be a Shareholder. In order to be valid, the proxy form for the AGM must be deposited by hand or post, for holders of H shares of the Company, to the H share registrar of the Company, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong and, for holders of domestic shares of the Company, to the headquarters in the PRC of the Company not less than 24 hours before the time for holding the AGM (or any adjournment thereof) for taking the poll. If the proxy form is signed by a person under a power of attorney or other authority, a notarial copy of that power of attorney or authority shall be deposited at the same time as mentioned in the proxy form. Completion and return of the proxy form will not preclude shareholders from attending and voting in person at the AGM or any adjourned meetings should they so wish.

• For identification purposes only

11 May 2021

CONTENTS

			Pages
Definitions .	. . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Proposed General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	Proposals for re-election of retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	Proposed election of Director . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
5.	Proposed Amendments to Articles of Association . . . . . . . . . . . . . . . . . . . . . . . . .	5
6.	Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
7.	Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
8.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
9.	Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Appendix I	-	Information on the Proposed Re-election of Directors at the AGM . .	15
Appendix II	-	Information on the Proposed Election of Director at the AGM . . . . .	20
Notice of AGM	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	21

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DEFINITIONS

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

''AGM''	the annual general meeting of the Company to be convened and
	held on conference room, 3rd Floor, Pengyi Garden Building 1,
	Bugua No. 1 Road, Futian District, Shenzhen, the People's
	Republic of China at 11 : 30 a.m. on Friday, 11 June 2021, notice
	of which is set out on pages 21 to 25 of this circular, and any
	adjournment thereof
''Articles of	the articles of association of the Company as amended, modified
Association''	or otherwise supplemental from time to time
''Board''	the board of Directors of the Company
''Company''	Guangdong Adway Construction (Group) Holdings Company
	Limited (廣東愛得威建設（集團）股份有限公司), a joint stock
	company established in the PRC with limited liability, whose H
	Shares are listed and traded on the Main Board of the Hong
	Kong Stock Exchange (stock code: 6189)
''controlling	has the meaning ascribed thereto under the Listing Rules and
shareholder(s)''	unless the context requires otherwise, refers to Mr. Ye Yujing
	and Ms. Ye Xiujin
''Director(s)''	director(s) of the Company
''Domestics Shares''	ordinary share(s) issued by the Company in the PRC with a
	nominal value of RMB1.00 each, which are subscribed for or
	credited as paid up in RMB by PRC natural persons or entities
	established under the laws of the PRC
''General Mandate''	the general mandate to issue domestic shares and/or H shares of
	the Company representing up to the limit of 20% of each of the
	total number of the domestic shares of the Company and/or H
	Shares respectively in issue as at the date of passing such
	resolution to grant the general mandate
''Group''	the Company and its subsidiaries
''H Share(s)''	overseas listed foreign shares in the share capital of the Company
	with a nominal value of RMB1.00 per share which are listed on
	the Main Board of the Stock Exchange
''HK$''	Hong Kong dollars, the lawful currency of Hong Kong
''Hong Kong''	the Hong Kong Special Administrative Region of the PRC

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DEFINITIONS

''Latest Practicable	6 May 2021, being the latest practicable date prior to the printing
Date''	of this circular for ascertaining certain information contained
	herein
''Listing Rules''	the Rules Governing the Listing of Securities on the Stock
	Exchange as amended, modified or otherwise supplemental from
	time to time
''PRC''	The People's Republic of China which shall, for the purpose of
	this circular, excludes Hong Kong, the Macau Special
	Administrative Region of the PRC and Taiwan
''RMB''	Renminbi, the lawful currency of the PRC
''SFO''	the Securities and Futures Ordinance (Chapter 571 of Laws of
	Hong Kong)
''Share(s)''	the Domestic Share(s) and the H Share(s) of the Company
''Shareholder(s)''	holder(s) of the Share(s)
''Stock Exchange''	The Stock Exchange of Hong Kong Limited
''Supervisor(s)''	the supervisor(s) of the Company
''%''	per cent

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LETTER FROM THE BOARD

GUANGDONG ADWAY CONSTRUCTION (GROUP) HOLDINGS COMPANY LIMITED*

廣 東 愛 得 威 建 設（ 集 團 ）股 份 有 限 公 司

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 6189)
Executive Directors:	Registered office and principal place
Mr. YE Yujing (葉玉敬先生)	of business in the PRC:
Mr. YE Jiajun (葉家俊先生)	3rd Floor, Pengyi Garden Building
Ms. YE Xiujin (葉秀近女士)	1 Bagua No. 1 Road
Mr. YE Guofeng (葉國鋒先生)	Futian District
Mr. YE Niangting (葉娘汀先生)	Shenzhen, PRC
Non-executive Director:	Principal place of business
Ms. LI Yuanfei (黎媛菲女士)	in Hong Kong:
	Room 705, 7F.
Independent Non-executive Directors:	OfficePlus @ Prince Edward
Ms. ZHAI Xin (翟昕女士)	794-802 Nathan Road
Mr. CHEUNG Wai Yeung Michael (張威揚先生)	Hong Kong
Mr. LIN Zhiyang (林志揚先生)

To the Shareholders

Dear Sir or Madam,

1. 1. PROPOSED GENERAL MANDATE TO ISSUE SHARES
2. PROPOSALS FOR RE-ELECTION OF RETIRING DIRECTORS

1. PROPOSAL FOR ELECTION OF DIRECTOR
2. 1. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
      AND

1. NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect

of the ordinary resolutions to be proposed at the AGM for the approval of the re-election of retiring directors, the election of the new director, and the special resolutions to be

• For identification purposes only

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