Sichuan Expressway : NOTICE OF EXTRAORDINARY GENERAL MEETING

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NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the "EGM") of Sichuan Expressway Company Limited* (the "Company") will be held at 3:00 p.m. on 29 October 2020 (Thursday) at Room 420, 4th Floor, 252 Wuhouci Da Jie, Chengdu, Sichuan, the PRC for the purposes of considering and, if thought fit, passing (with or without modifications) the following resolutions.

Unless the context requires otherwise, capitalized terms used herein shall have the same meanings as those defined in the circular (the "Circular") dated 10 September 2020 containing the details in relation to the resolutions herein below.

ORDINARY RESOLUTIONS

"THAT:

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.

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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

"THAT:

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."

By order of the Board

Sichuan Expressway Company Limited*

Zhang Yongnian

Company Secretary

Chengdu, Sichuan, the PRC

10 September 2020

Notes:

1. The register of members of H Shares will be closed from 29 September 2020 (Tuesday) to 29 October 2020 (Thursday), both days inclusive, during which period no transfer of H Shares will be effected. In order to qualify for attending the EGM, unregistered holders of H Shares shall ensure that all transfers of H Shares accompanied by the relevant share certificates and the appropriate transfer documents must be lodged with the Company's H Share Registrar, Hong Kong Registrars Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on 28 September 2020 (Monday).
2. Any holder of H Shares who has registered on the register of members of H Shares before the close of business on 28 September 2020 (Monday) is entitled to attend the EGM after registration for the meeting. He/she is also entitled to appoint one or more proxies to attend and vote at the EGM on his/her behalf in accordance with the Articles of Association of the Company. A proxy need not be a Shareholder of the Company.

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1. In order to be valid, the form of proxy of holders of H Shares and, if such form of proxy is signed by a person under a power of attorney or other authority on behalf of the principal, a notarially certified copy of that power of attorney or authority shall be deposited at the Company's H Share Registrar, Hong Kong Registrars Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 24 hours before the time for holding the EGM (or any adjournment thereof) or 24 hours before the time appointed for the passing of the resolution(s).
2. Shareholders or their proxies should produce their identity documents when attending the EGM. Should a proxy be appointed, the proxy shall also present the form of proxy.
3. Pursuant to the Articles of Association of the Company and the Listing Rules, the Chairman of the EGM will demand a poll in relation to all the resolution(s) proposed at the EGM.
4. Shareholders who intend to attend the EGM shall complete and lodge the reply slip for attending the EGM at the Company's legal address at 252 Wuhouci Da Jie, Chengdu, Sichuan Province, the PRC not later than 4:30 p.m. on 8 October 2020 (Thursday). The reply slip may be delivered to the Company by hand, by post or by fax (fax no.: (8628) 8553 0753).
5. The EGM is expected to last for less than one day. Shareholders or their proxies attending the EGM shall be responsible for their own traveling and accommodation expenses.

As at the date of this notice, the Board comprises Mr. Gan Yongyi (Chairman), Mr. Li Wenhu (Vice Chairman), Madam Ma Yonghan, Mr. You Zhiming and Mr. He Zhuqing as executive Directors, Mr. Yang Guofeng (Vice Chairman) and Mr. Li Chengyong as non-executive Directors, Madam Liu Lina, Mr. Gao Jinkang, Mr. Yan Qixiang and Madam Bu Danlu as independent non-executive Directors.

• For identification purposes only

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