Shenzhen International : Circular of Shenzhen Expressway Company Limited, a subsidiary of Shenzhen International, regarding the general mandate to issue debentures, amendments to articles of association and rules of procedures for the board of directors, general mandate to issue A shares and/or H shares, general mandate to repurchase H shares, appointment of the ...

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 Company Limited, you should at once hand this circular and the accompanying 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.

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.

深圳高速公路股份有限公司

SHENZHEN EXPRESSWAY COMPANY LIMITED

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

(Stock Code: 00548) GENERAL MANDATE TO ISSUE DEBENTURES AMENDMENTS TO ARTICLES OF ASSOCIATION AND RULES OF PROCEDURES FOR THE BOARD OF DIRECTORS GENERAL MANDATE TO ISSUE A SHARES AND/OR H SHARES GENERAL MANDATE TO REPURCHASE H SHARES APPOINTMENT OF THE INDEPENDENT NON-EXECUTIVE DIRECTOR NOTICE OF THE 2016 ANNUAL GENERAL MEETING AND NOTICE OF CLASS MEETINGS

The 2016 annual general meeting ("AGM") , the first class meeting 2017 of holders of A shares ("ACM") and the first class meeting 2017 of holders of H shares ("HCM", together with the ACM referred to as the "Class Meetings") of Shenzhen Expressway Company Limited ("Company") are to be held consecutively at the conference room of the Company at Podium Levels 2-4, Jiangsu Building, Yitian Road, Futian District, Shenzhen, the People's Republic of China at 2:00 p.m. on 23 May 2017 (Tuesday) . The notices of the AGM and the HCM are set out on pages 15 to 25 of this circular. The proxy forms are enclosed. Whether or not you intend to attend the said meetings, you are requested to complete the proxy forms 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 H Shareholders) or to the Company at Podium Levels 2-4, Jiangsu Building, Yitian Road, Futian District, Shenzhen, the People's Republic of China (for A Shareholders) as soon as possible and in any event not less than 24 hours before the time appointed for the holding of the relevant meetings. Completion and return of the proxy forms will not preclude you from attending and voting in person at the relevant meetings or any adjourned meeting (s) should you so wish.

7 April 2017

Page

Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

General Mandate to Issue Debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

Amendments to Articles of Association and Rules of Procedures

for the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

General Mandate to Issue A Shares and/or H Shares . . . . . . . . . . . . . . . . . . . . . . . . . . 7

General Mandate to Repurchase H Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Appointment of the Independent Non-executive Director . . . . . . . . . . . . . . . . . . . . . . . . 9

AGM and Class Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Appendix I Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Notice of the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Notice of the HCM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

深圳高速公路股份有限公司

SHENZHEN EXPRESSWAY COMPANY LIMITED

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

(Stock Code: 00548)

Executive Directors: Mr. Hu Wei (Chairman) Mr. Wu Ya De

Mr. Wang Zeng Jin Mr. Liao Xiang Wen

Non-executive Directors:

Mr. Zhao Jun Rong Mr. Tse Yat Hong Mr. Liu Ji

Mr. Chen Yuan Jun

Independent Non-executive Directors:

Mr. Au Sing Kun Mr. Lin Chu Chang Mr. Hu Chun Yuan Mr. Chen Tao

Legal Address: Podium Levels 2-4, Jiangsu Building, Yitian Road, Futian District, Shenzhen,

PRC

Principal Place of Business in Hong Kong:

Room 1603, 16/F,

China Building,

29 Queen's Road Central, Central, Hong Kong

7 April 2017

To the Shareholders of the Company

Dear Sirs or Madams,

GENERAL MANDATE TO ISSUE DEBENTURES AMENDMENTS TO ARTICLES OF ASSOCIATION AND RULES OF PROCEDURES FOR THE BOARD OF DIRECTORS GENERAL MANDATE TO ISSUE A SHARES AND/OR H SHARES GENERAL MANDATE TO REPURCHASE H SHARES APPOINTMENT OF THE INDEPENDENT NON-EXECUTIVE DIRECTOR NOTICE OF THE 2016 ANNUAL GENERAL MEETING AND NOTICE OF CLASS MEETINGS INTRODUCTION

On 17 March 2017, the board ("Board") of directors ("Directors") of the Company considered and approved the resolutions in relation to the general mandate to issue debentures ("Debentures") , amendments to articles of association of the Company (the "Articles of Association") and rules of procedures for the Board of Directors (the "Rules of Procedures for the Board of Directors") , general mandate to issue A Shares and/or H Shares and general mandate to repurchase H Shares. According to the Articles of Association, the abovementioned resolutions shall be approved at the general meeting by way of special resolutions. In addition, the resolution in relation to general mandate to repurchase H Shares shall also be approved at the Class Meetings by way of a special resolution. On 29 March 2017, the Board considered and approved the resolution in relation to the nomination of the independent non-executive Director candidate. On 7 April 2017, the Board issued notices to convene the AGM and Class Meetings on Tuesday, 23 May 2017 to consider the aforesaid matters and other resolutions.

The purpose of this circular is to provide you with the relevant details in relation to the abovementioned resolutions.

1. GENERAL MANDATE TO ISSUE DEBENTURES Details of the general mandate to issue Debentures are as follows:

2. Issue size and method: The maximum outstanding repayment amount of the Debentures to be issued under the general mandate shall not exceed the equivalent of RMB10 billion in aggregate and the issue size for each category of the Debentures shall not exceed the limit of that category of the Debentures that may be issued under relevant national laws and regulations. The specific issue method is to be determined by the Board and the lead underwriter with reference to the market conditions before the issue.

3. Type of the Debentures: Including but not limited to medium-term notes (including perpetual medium-term notes) , short-term commercial paper, extra-short-term commercial paper, asset- backed commercial paper, corporate bonds, private bonds, overseas bonds and other new types of bonds, etc.

4. Maturity of the Debentures: Each term of maturity for short-term commercial paper and extra- short-term commercial paper shall not exceed 1 year, and each term of maturity for medium- term notes, asset-backed commercial paper, corporate bonds, private bonds and overseas bonds shall exceed 1 year, which may be issued under single category with one maturity term or mixed categories with different maturity terms. Specific terms are to be determined by the Board with reference to the market conditions and the Company's needs for funding.

5. Target subscribers and arrangement for placement to shareholders: Target subscribers are investors in compliance with the requirements of relevant laws and regulations. The Debentures shall not be placed to the existing shareholders on a preferential basis.