Sichuan Expressway : FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 29 OCTOBER 2020

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING

TO BE HELD ON 29 OCTOBER 2020

I/We, (Note 1)		of
(address)
being the holder(s) of	A/H shares (Note 2) of

RMB1.00 each in the share capital of Sichuan Expressway Company Limited* (the "Company"), hereby appoint THE CHAIRMAN

OF THE EXTRAORDINARY GENERAL MEETING OF THE COMPANY (the "EGM") or (Note 3)		of
(address)

as my/our proxy(ies) to attend on my/our behalf at the EGM (or at any adjournment thereof) to be held at Room 420, 4th Floor, 252 Wuhouci Da Jie, Chengdu, Sichuan Province, the People's Republic of China (the "PRC") at 3:00 p.m. on 29 October 2020 (Thursday), to vote for me/us and in my/our name(s) as indicated below in respect of the following resolution(s) and other matters required to be dealt with at the EGM.

	ORDINARY RESOLUTIONS	FOR (Note 4)	AGAINST (Note 4)	ABSTAIN (Note 4)
1.	To consider and approve the remuneration scheme of
	Mr. Li Wenhu as: he shall receive remuneration from the
	Company not due to the position as a Director but his
	position as the management in the Company, which shall
	be determined by the Board under the authorization of the
	general meeting in accordance with the relevant policies
	and the uniform standards of the Company, and after
	taking into consideration the opinion of the Remuneration
	and Appraisal Committee.
2.	To consider and approve the proposed amendments to the
	Rules of Procedure of General Meetings of the Company
	set out in the circular of the Company dated 10 September
	2020; and to authorize the Board to deal with, on behalf
	of the Company, all the relevant applications, approvals,
	registrations, filings and other relevant procedures and
	issues arising from the amendments to the Rules of
	Procedure of General Meetings of the Company and to
	make further amendments (if necessary) according to the
	requirements of relevant government or regulators.
	SPECIAL RESOLUTION	FOR (Note 4)	AGAINST (Note 4)	ABSTAIN (Note 4)
3.	To consider and approve the proposed amendments to
	the Articles of Association of the Company set out in the
	circular of the Company dated 10 September 2020; and to
	authorize the Board to deal with, on behalf of the Company,
	all the relevant applications, approvals, registrations,
	filings and other relevant procedures and issues arising
	from the amendments to the Articles of Association of the
	Company and to make further amendments (if necessary)
	according to the requirements of relevant government or
	regulators.

Date:		Signature(s):		(Note 5)

Notes:

1. Please insert your full name(s) (both in Chinese and English) and address in block capitals in the space provided.
2. Please insert the number and class of shares of the Company (the "Shares") to which this form of proxy relates in the space provided and delete as appropriate. If a number is inserted, this form of proxy will be deemed to relate only to those Shares. If not, this form of proxy will be deemed to relate to all the Shares registered in your name(s) (whether alone or jointly with others).
3. If any proxy other than the Chairman of the EGM is preferred, strike out "THE CHAIRMAN OF THE EXTRAORDINARY GENERAL MEETING OF THE COMPANY (the "EGM") or" and insert the name and address of the proxy desired in block capitals in the space provided. The proxy need not be a shareholder of the Company. If a proxy is attending the EGM on your behalf, such proxy shall produce his/her own identity proof.
4. If you wish to vote for a resolution, place a tick "✔" in the column marked "FOR". If you wish to vote against a resolution, place a tick "✔" in the column marked "AGAINST". If you would like to abstain, please place a tick "✔" in the column marked "ABSTENTION". As regards the H Shares, for a resolution, if and only if the shareholder and/or his/her proxy indicates his/her vote(s) as "For" or "Against" or "Abstain", then the number of his/her vote(s) cast will be included in the number of valid votes, if the shareholder and/or his/her proxy does not indicate his/her vote(s) as "For" or "Against" or "Abstain", then the number of his/her vote(s) cast will not be included in the number of valid votes. If no indication is given, the proxy will vote at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the EGM other than those referred to in the notice convening the EGM.
5. The form of proxy must be signed by you or your attorney duly authorized in writing. Corporations must execute this form of proxy under seal or by an attorney or by a duly authorised officer. In any event, the execution shall be made in accordance with the articles of association of such corporation or institution. If a legal representative is appointed to attend the EGM, such legal representative shall produce his/her own identity proof and a certified true copy of the written authorisation of the corporation appointing the legal representative.
6. If this form of proxy is signed by a person under a power of attorney or any other authority on your behalf, a notarially certified copy of that power of attorney or other authority must be deposited in the manner as mentioned in paragraph 7 below.
7. In order to be valid, this form of proxy together with any power of attorney or other authority under which it is signed must be lodged with the Company's H Share Registrar, Hong Kong Registrars Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for the holders of H Shares) not less than 24 hours before the time scheduled for the holding of the EGM or any adjournment thereof.
8. Completion and deposit of this form of proxy will not preclude you from attending and voting at the EGM should you so wish.
9. In the case of joint registered holders of any Shares, any one of such persons may vote at the EGM, either personally or by proxy, in respect of such Shares as if he/she was solely entitled thereto; but should more than one of such joint registered holders be present at the EGM, either personally or by proxy, that one of the said persons so present whose name stands first on the register of member of the Company in respect of such Shares shall be accepted to the exclusion of the votes of the other joint registered holders.

• For identification purposes only