Sichuan Expressway : VOTING RESULTS OF THE EXTRAORDINARY GENERAL MEETING

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

VOTING RESULTS OF

THE EXTRAORDINARY GENERAL MEETING

References are made to the circular (the "Circular") and the notice of the extraordinary general meeting (the "EGM Notice") of Sichuan Expressway Company Limited* (the "Company") both dated 23 December 2019, and the announcement of the Company dated 7 November 2019 (the "Announcement"), in relation to, among other things, the entering into of the Construction Framework Agreement. Unless the context otherwise requires, capitalized terms used herein shall have the same meanings as those defined in the Circular.

The board (the "Board") of the directors (the "Directors") of the Company confirms that there are no false representations, misleading statements or material omissions in this announcement, and individually and collectively accepts the responsibility for the truthfulness, accuracy and completeness of the contents contained herein.

VOTING RESULTS OF THE EGM

1. Convening of the EGM
   According to the EGM Notice, the EGM was held at 3:00 p.m. on Tuesday, 11 February 2020 at Room 420, 4th Floor, 252 Wuhouci Da Jie, Chengdu, Sichuan, the PRC. The EGM was convened by the Board and chaired by Mr. Gan Yongyi, the Chairman of the Company. Certain Directors and Supervisors and the secretary to the Board attended (in person or through his/her authorised representative(s)) the EGM, together with senior management members of the Company and PRC lawyers of the Company as observers.

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1. Attendance of the EGM
   As at the date of EGM, the total number of Shares entitling the holders thereof to attend and vote for or against at the EGM was 1,961,290,338 Shares.
   A total of 8 Shareholders and authorized proxies holding 780,323,417 Shares, representing approximately 39.79% of the total number of the issued Shares carrying voting rights, were present at the EGM, among whom:
2. 1. 7 holders of A Shares or authorized A Share proxies holding 670,974,337 A Shares, representing approximately 34.21% of the total number of the issued Shares carrying voting rights, were present at the EGM; and
   2. 1 holder of H Shares or authorized H Share proxy holding 109,349,080 H Shares, representing approximately 5.58% of the total number of the issued Shares carrying voting rights, was present at the EGM.

As at the H Share book closure date of the EGM, SCI, being the controlling shareholder which holds total 1,096,769,662 shares, representing approximately 35.865% equity interest in the Company, is interested in the Construction Framework Agreement. Therefore, SCI and its associates abstained from voting on the resolution in relation to the Construction Framework Agreement.

Save for the aforesaid, none of the holders of the Shares had to abstain from voting on the resolution tabled at the EGM. In addition, there were no Shares which entitled the Shareholders to attend and vote only against the resolution at the EGM. The Company was not aware of any parties indicating their intention to vote against the resolution proposed at the EGM.

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1. Consideration of the Resolution and Voting Results
   The Shareholders and their proxies present at the EGM considered and approved the following resolution by way of poll:

	Ordinary Resolution		Votes (%)
	For	Against	Abstain
1.	The signing, performance and implementation	780,260,017	63,400	0
	of the Construction Framework Agreement	(99.9919%)	(0.0081%)	(0%)
	and the proposed annual cap for the year
	ending 31 December 2020 as set out in
	the Circular be and are hereby considered,
	recognized, confirmed and approved;
	and any one of the Directors of the Company
	be and are hereby authorized to execute for
	and on behalf of the Company all such other
	documents, instruments and agreements
	and to take all steps necessary or expedient
	to implement and/or give effect to the
	Construction Framework Agreement; any
	member of the Group (including those newly
	established or acquired through equity
	investment or other organizations) be and are
	hereby approved to, in its absolute discretion
	deemed appropriate or expedient and in the
	interests of the Company and the shareholders
	as a whole and based on the actual work
	needs, negotiate, develop, execute, amend,
	supplement and perform any documents in
	connection with the Construction Framework
	Agreement (including but not limited to
	the actual agreement contemplated under
	the Construction Framework Agreement)
	with any member of SCI Group (including
	those newly established or acquired through
	equity investment or other organizations) and
	proceed with all things and actions necessary
	for the construction pursuant to the terms set
	out therein.

As more than 50% of the votes were cast in favour of the above ordinary resolution, the above ordinary resolution was duly passed.

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Hong Kong Registrars Limited, the Company's H Share registrar, appointed lawyers, Ms. Li Shijun ( 李 仕 珺) and Ms. Liu Qian ( 劉 倩) of Beijing Zhong Yin (Chengdu) Lawyer ( 北 京 市 中 銀（成 都）律 師 事 務 所) as the scrutinizers at the EGM.

IV. Attestation by Lawyers

Beijing Zhong Yin (Chengdu) Lawyer ( 北 京 市 中 銀（成 都）律 師 事 務 所) attested the EGM and issued a legal opinion certifying that (1) the convening and procedures of the EGM were in compliance with the relevant laws and regulations and the provisions of the articles of association of the Company; (2) the qualifications of the attendees and the convener at the EGM were lawful and valid; and (3) the voting procedures and voting results at the EGM were lawful and valid.

1. Documents Available for Inspection
2. 1. Minutes and resolution at the EGM; and
   2. Legal opinion issued by Beijing Zhong Yin (Chengdu) Lawyer ( 北 京 市 中 銀（成 都）律 師 事 務 所).

By order of the Board

Sichuan Expressway Company Limited*

Zhang Yongnian

Company Secretary

Chengdu, Sichuan, the PRC

11 February 2020

As at the date of this announcement, the Board comprises Mr. Gan Yongyi (Chairman), Mr. Luo Maoquan and Mr. He Zhuqing as executive Directors, Mr. Ni Shilin (Vice Chairman), Mr. You Zhiming, Mr. Li Wenhu and Mr. Li Chengyong as non-executive Directors, and 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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