Yuexiu Transport Infrastructure : Proposed General Mandates to Issue New Shares and Buy Back Shares Proposed Appointment of Auditor Proposed Re-election of Directors and 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 a 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 Yuexiu Transport Infrastructure Limited ("Company"), 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 disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

(Incorporated in Bermuda with limited liability)

(Stock Code: 01052)

PROPOSED GENERAL MANDATES

TO ISSUE NEW SHARES AND BUY BACK SHARES

PROPOSED APPOINTMENT OF AUDITOR

PROPOSED RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of the Company to be held at Plaza I-IV, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Wednesday, 2 June 2021 at 10:30 a.m. is set out in this circular. Whether or not you are able to attend the meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company's Hong Kong branch share registrar, Tricor Abacus Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the meeting (or any adjourned meeting thereof).

Please see page 1 of this circular for precautionary measures that the Company will implement at the 2021 AGM in consideration of the continuing risk posed by coronavirus disease (COVID-19), including:

• compulsory wearing of face masks and any attendees who do not wear face masks may be requested to leave or denied entry into the 2021 AGM venue;
• compulsory hand sanitizing before entry into the 2021 AGM venue;
• body temperature checks/screening before entry into the waiting area outside the 2021 AGM venue; and
• nofood and beverage service and nohanding out of gift coupons or souvenirs.

The Company would like to remind all Shareholders that physical attendance at the 2021 AGM is not necessary for the purpose of exercising voting rights. As an alternative, by using proxy forms with voting instructions inserted, Shareholders may appoint the Chairman of the 2021 AGM as their proxy to vote on the relevant resolutions at the 2021 AGM instead of attending the 2021 AGM in person. Completion and return of the proxy forms will not preclude the Shareholders from attending and voting in person at the meeting or any adjournment thereof should they subsequently so wish, and in such case, the proxy forms previously submitted shall be deemed to be revoked.

16 April 2021

		CONTENTS
			Page
Precautionary Measures for 2021 Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Appendix I	−	Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix II	−	2021 AGM Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix III	−	Details of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13

− i −

PRECAUTIONARY MEASURES FOR 2021 ANNUAL GENERAL MEETING

In consideration of the continuing risk posed by the coronavirus disease (COVID-19) and to manage the potential health risks of persons attending the 2021 AGM, the Company will implement the following precautionary measures at the 2021 AGM:-

1. All attendees must wear face masks at all times inside the 2021 AGM Venue or at the waiting area outside the 2021 AGM venue. Any attendees who do not wear face masks may be requested to leave or denied entry into the 2021 AGM venue.
2. All attendees must clean their hands with alcohol-based hand sanitizer before entering the 2021 AGM venue.
3. Body temperature checks/screening will be conducted on all persons before they enter the waiting area outside the 2021 AGM venue. Any person with a body temperature of over 37.2 degrees Celsius may be requested to leave or denied entry into the 2021 AGM venue.
4. Nofood and beverage service will be provided and there will be nohanding out of gift coupons or souvenirs.
5. Attendees may need to confirm that (i) he/she has not travelled outside of Hong Kong within 14 days immediately before the 2021 AGM ("Recent Travel History"); (ii) he/she is not subject to any HKSAR Government prescribed quarantine requirement; (iii) to his/her knowledge, he/she has not, within 14 days immediately before the 2021 AGM, had close contact with any person under quarantine or with Recent Travel History; and (iv) he/she has no flu-like symptoms. Any person who fails to provide the required confirmation, or if he/she has shown flu-like symptoms, may be requested to leave or denied entry into the 2021 AGM venue.
6. Only a limited number of seats will be available, with no standing arrangement, in the 2021 AGM venue in order to ensure social distancing and therefore, where necessary, the Company may limit the number of attendees entering the 2021 AGM venue.

The Company will continue to monitor how the COVID-19 outbreak develops and may adopt additional measures.

The Company reminds attendees that they should carefully consider their own health/personal circumstances before they decide to attend the 2021 AGM in person. The Company would like to remind all Shareholders that physical attendance at the 2021 AGM is not necessary for the purpose of exercising voting rights. As an alternative, by using proxy forms with voting instructions inserted, Shareholders may appoint the Chairman of the 2021 AGM as their proxy to vote on the relevant resolutions at the 2021 AGM instead of attending the 2021 AGM in person. Completion and return of the proxy forms will not preclude the Shareholders from attending and voting in person at the meeting or any adjournment thereof should they subsequently so wish, and in such case, the proxy forms previously submitted shall be deemed to be revoked.

The proxy form is attached to this circular for registered Shareholders who opt to receive physical circulars. Alternatively, the proxy form can be downloaded from the "Investor Relations" section of the Company's website at www.yuexiutransportinfrastructure.com and the Stock Exchange's website at www.hkexnews.hk. If you are not a registered Shareholder (if your shares are held via banks, brokers or custodians), you should consult directly with your banks, brokers or custodians (as the case may be) to assist you in the appointment of a proxy.

If Shareholders choosing not to attend the 2021 AGM in person have any questions about the relevant resolutions, or about the Company or any matters for communication with the Board, they are welcome to contact the Company via email: [e-mail].

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LETTER FROM THE BOARD

	(Incorporated in Bermuda with limited liability)
	(Stock Code: 01052)
Executive Directors:	Registered office:
Li Feng (Chairman)	Victoria Place
He Baiqing	5th Floor
Chen Jing	31 Victoria Street
Xie Yanhui	Hamilton HM 10
	Bermuda
Independent Non-Executive Directors:
Fung Ka Pun	Head office and principal
Lau Hon Chuen Ambrose	place of business:
Cheung Doi Shu	17A Yue Xiu Building

160 Lockhart Road

Wanchai

Hong Kong

16 April 2021

To the shareholder(s)

Dear Sir or Madam,

PROPOSED GENERAL MANDATES

TO ISSUE NEW SHARES AND BUY BACK SHARES

PROPOSED APPOINTMENT OF AUDITOR

PROPOSED RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

GENERAL MANDATE TO ISSUE SHARES

At the last annual general meeting of Yuexiu Transport Infrastructure Limited ("Company") held on 26 May 2020 ("2020 AGM"), a general mandate was given to the directors of the Company ("Directors") to allot, issue and deal with shares of HK$0.10 each in the capital of the Company ("Share(s)"). Such mandate will lapse at the conclusion of the forthcoming annual general meeting to be held on 2 June 2021 at 10:30 a.m. at Plaza I-IV, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong ("2021 AGM"). In order to ensure flexibility and discretion to the Directors in the event that it becomes desirable to issue any Shares, approval is being sought from the

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LETTER FROM THE BOARD

shareholders of the Company ("Shareholders") at the 2021 AGM to grant a general mandate unconditionally to the Directors to allot or issue new Shares equal in aggregate up to 20 per cent of the issued Shares at the date of passing the proposed ordinary resolution ("General Mandate") (i.e. a maximum of 334,632,459 Shares on the basis that no further Shares are issued prior to the date of the 2021 AGM). The obtaining of the General Mandate is in accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ("Listing Rules"). The proposed resolution ("General Mandate Resolution") is set out as Ordinary Resolution 5A in the Notice of the 2021 AGM dated 16 April 2021 ("2021 AGM Notice"), which is set out in Appendix II to this circular.

Concerning the General Mandate Resolution, the Directors wish to state that they have no immediate plans to issue any new Shares.

GENERAL MANDATE TO BUY BACK OF SHARES

The Listing Rules permit companies with a primary listing on The Stock Exchange of Hong Kong Limited ("Stock Exchange") to buy back their own securities on the Stock Exchange, subject to certain restrictions. At the 2020 AGM, a general mandate was given to the Directors to buy back Shares. Such mandate will lapse at the conclusion of the 2021 AGM. Therefore, an ordinary resolution (as set out in Resolution 5B ("Buy-back Mandate Resolution") in the 2021 AGM Notice, which is set out in Appendix II to this circular) will be proposed to grant to the Directors an unconditional general mandate to, inter alia, buy back up to 10 per cent of the total number of Shares in issue as at the date of passing of the Buy-back Mandate Resolution ("Buy-back Mandate"). The Company is required, by the provisions of the Listing Rules regulating such securities buy-backs, to send to the Shareholders an explanatory statement containing all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the Buy-back Mandate Resolution. Such information is set out in Appendix I to this circular.

Concerning the Buy-back Mandate Resolution, the Directors wish to state that they have no immediate plans to buy back any existing Shares.

PROPOSED APPOINTMENT OF AUDITOR

PricewaterhouseCoopers ("PwC") has been the auditor of the Company for more than 20 years. The Board considers the rotation of auditor after an appropriate period of time is a good governance practice. On 9 March 2021, the Board has resolved, with the recommendation of the audit committee of the Company, to propose the appointment of Ernst & Young as the new auditor of the Company following the retirement of PwC, subject to the approval of shareholders of the Company at the AGM.

The Company has received a confirmation letter from PwC confirming that there are no circumstances connected with their retirement that need to be brought to the attention of the Company's members or creditors. The Board has confirmed that there is no disagreement between PwC and the Company, and there are no matters in respect of the proposed change of auditor that need to be brought to the attention of holders of securities of the Company.

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LETTER FROM THE BOARD

PROPOSED RE-ELECTION OF DIRECTORS

In accordance with Bye-Law 99 of the Bye-Laws of the Company ("Bye-Laws"), the Directors retiring by rotation at the 2021 AGM are Messrs Li Feng, He Baiqing and Ms Chen Jing. All of them, being eligible, will offer themselves for re-election at the 2021 AGM. Details of the above Directors, which are required to be disclosed by the Listing Rules, are set out in Appendix III to this circular.

The Nomination Committee, having reviewed the Board's composition, nominated Messrs Li Feng, He Baiqing and Ms Chen Jing to the Board for it to recommend to Shareholders for re-election at the AGM.

Regarding the above mentioned nomination, the Nomination Committee and the Board had also taken into account their respective contributions to the Board and their commitment to their roles, meritocracy and various aspects set out in the Board Diversity Policy, including but not limited to gender, age, cultural and educational background, ethnicity, their respective professional experience (e.g. legal, accounting, establishment/operation of highways, finance and capital operation), skills, knowledge and length of service.

Taking into account the above factors, the Board considers that the re-election of Messrs Li Feng, He Baiqing and Ms Chen Jing is in the best interests of the Company and the Shareholders as a whole, and accepts the nomination by the Nomination Committee and recommends Messrs Li Feng, He Baiqing and Ms Chen Jing for re-election at the 2021 AGM.

ANNUAL GENERAL MEETING

The 2021 AGM Notice is set out in Appendix II to this circular.

Whether or not you are able to attend the 2021 AGM, you are requested to complete and return the enclosed form of proxy for the 2021 AGM in accordance with the instructions printed thereon to the Company's Hong Kong branch share registrar, Tricor Abacus Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the 2021 AGM or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the 2021 AGM or any adjournment thereof should you so wish.

Pursuant to Rule 13.39 of the Listing Rules, all votes of the Shareholders at the general meetings must be taken by poll.

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LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider that the General Mandate, the Buy-back Mandate, proposed appointment of auditor and the proposed re-election of Directors at the 2021 AGM are all in the interests of the Company and the Shareholders. Accordingly, the Directors recommend that you vote in favour of the resolutions to be proposed at the 2021 AGM.

Yours faithfully,

For and on behalf of the board of directors of

Yuexiu Transport Infrastructure Limited

Li Feng

Chairman

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APPENDIX I

EXPLANATORY STATEMENT

This Appendix contains the particulars that are required by the Listing Rules to be included in an explanatory statement to enable the Shareholders to make an informed view on whether to vote for or against the resolutions to be proposed at the 2021 AGM in relation to the Buy-back Mandate.

SHARES OF THE COMPANY

As at 12 April 2021, being the latest practicable date for determining such figures ("Latest Practicable Date"), the issued share capital of the Company comprised 1,673,162,295 Shares. In the event that the ordinary resolution approving the Buy-back Mandate is passed and on the basis that no further Shares are issued prior to the date of the 2021 AGM, the Directors will be authorised under the Buy-back Mandate to buy back a maximum of 167,316,229 Shares during the period from the passing of the Buy-back Mandate Resolution until the conclusion of the next annual general meeting of the Company in 2022 or the expiration of the period within which the next annual general meeting of the Company is required by the Bye-Laws of the Company or any applicable laws to be held or the revocation or variation of the Buy-back Mandate by ordinary resolution of the Shareholders in general meeting, whichever shall occur first.

REASONS FOR BUY-BACKS

Whilst the Directors do not presently intend to buy back any Shares, they believe that it is in the best interests of the Company and the Shareholders to have the flexibility afforded by the proposed Buy-back Mandate. Such buy-backs may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net value of the Company and its assets and/or its earnings per share and will only be made when the Directors believe that such buy-backs will benefit the Company and the Shareholders.

FUNDING OF BUY-BACKS

Buy-backs pursuant to the Buy-back Mandate would be financed entirely from the Company's available cash flow or working capital facilities. Any buy-backs will be made out of funds of the Company legally available for such purpose in accordance with the laws of Bermuda and the memorandum of association and Bye-Laws of the Company.

There might be material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements contained in the annual report of the Company for the year ended 31 December 2020) in the event that the Buy-back Mandate is exercised in full. However, the Directors do not propose to exercise the Buy-back Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Group or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Group.

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APPENDIX I

EXPLANATORY STATEMENT

DISCLOSURE OF INTERESTS

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates, has any present intention, if the Buy-back Mandate is exercised, to sell any Shares to the Company or its subsidiaries.

No core connected persons (as defined in the Listing Rules) of the Company have notified the Company that they have a present intention to sell Shares to the Company, or have undertaken not to do so, in the event that the Buy-back Mandate is granted.

EFFECT OF TAKEOVERS CODE

If as a result of a buy-back of Shares a shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of The Codes on Takeovers and Mergers and Share Buy-backs ("Takeovers Code"). As a result, a shareholder, or group of shareholders acting in concert, depending on the level of increase of the shareholder's interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, Guangzhou Yue Xiu Holdings Limited was interested in approximately 44.2 per cent of the issued Shares of the Company. In the event that the Directors should exercise in full the power to buy-back Shares which is proposed to be granted to the Directors pursuant to the Buy-back Mandate, the shareholding of Guangzhou Yue Xiu Holdings Limited would (assuming that there is no change in relevant circumstances) be increased to approximately 49.11 per cent of the issued Shares of the Company. Such increase may give rise to an obligation to make a mandatory offer under Rules 26 and 32 of the Takeovers Code. The Directors have no present intention to exercise the Buy-back Mandate to such an extent as would result in takeover obligations under the Takeovers Code.

UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Buy-back Mandate in accordance with the Listing Rules and the applicable laws of Bermuda.

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APPENDIX I

EXPLANATORY STATEMENT

GENERAL

During the six months prior to the Latest Practicable Date, no Shares have been bought back by the Company whether on the Stock Exchange or otherwise.

During each of the previous twelve months before the printing of this document the highest and lowest prices at which the Shares have traded on the Stock Exchange were as follows:

	Shares
	Highest	Lowest
	HK$	HK$
2020
April	5.45	4.40
May	5.74	5.03
June	5.54	4.87
July	5.49	4.68
August	5.21	4.56
September	5.07	4.43
October	4.77	4.29
November	4.94	4.31
December	5.30	4.68
2021
January	5.69	5.03
February	5.60	5.07
March	5.67	4.71
April (up to the Latest Practicable Date)	4.95	4.76

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APPENDIX II

2021 AGM NOTICE

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Annual General Meeting of Yuexiu Transport Infrastructure Limited ("Company") ("2021 AGM") will be held at Plaza I-IV, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Wednesday, 2 June 2021 at 10:30 a.m. for the following purposes:

1. To receive and adopt the audited consolidated financial statements and the reports of the directors and independent auditor for the year ended 31 December 2020.
2. To declare a final dividend.
3. To re-elect directors and to authorise the board to fix directors' remuneration.
4. To appoint Ernst & Young as the auditor of the Company and to authorise the board to fix their remuneration.
5. As special business to consider and, if thought fit, to pass the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. "THAT:
2. 1. subject to sub-paragraph (c) hereof, the exercise by the directors during the Relevant Period (as defined in sub-paragraph (d) hereof) of all powers of the Company to allot, issue and deal with the shares ("Shares") of the Company and to make and grant offers, agreements and options which would or might require Shares to be allotted be and is hereby generally and unconditionally approved;
   2. the approval mentioned in sub-paragraph (a) hereof shall authorise the directors during the Relevant Period to make and grant offers, agreements and options which would or might require Shares to be allotted after the end of the Relevant Period;
   3. the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the directors pursuant to the approval mentioned in sub-paragraph (a) hereof, otherwise than pursuant to Shares issued as a result of a Rights Issue (as hereinafter defined), or pursuant to the exercise of any option under any share option scheme or similar arrangement for the time being adopted for the grant or issue to option holders of Shares in the Company or any scrip dividend or similar arrangement providing for allotment of Shares in lieu of the whole or part of the dividend on Shares of the Company in accordance with the Company's Bye-Laws, shall not exceed 20 per cent of the total number of Shares in issue as at the date of passing of this Resolution and the said approval shall be limited accordingly; and

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APPENDIX II

2021 AGM NOTICE

1. for the purpose of this Resolution:
   "Relevant Period" means the period from the passing of this Resolution until whichever is the earliest of:
2. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiration of the period within which the next annual general meeting of the Company is required by the Bye-Laws of the Company or any applicable laws of Bermuda to be held; and
   3. the passage of an ordinary resolution of the shareholders of the Company in general meeting revoking or varying the authority given under this mandate; and

"Rights Issue" means an offer of Shares open for a period fixed by the directors to holders of Shares on the register on a fixed record date in proportion to their then holdings of such Shares (subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or legal or practical problems under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory)."

1. "THAT:
2. 1. subject to sub-paragraph (b) hereof, the exercise by the directors of the Company during the Relevant Period (as defined in sub-paragraph A(d) above) of all the powers of the Company to purchase Shares on The Stock Exchange of Hong Kong Limited ("Stock Exchange") or on any other stock exchange on which the securities of the Company may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and/or requirements of the Rules Governing the Listing of Securities on the Stock Exchange ("Listing Rules") or of any other stock exchange on which the securities of the Company may be listed as amended from time to time, be and is hereby generally and unconditionally approved; and
   2. the aggregate number of Shares to be purchased by the Company pursuant to the approval mentioned in sub-paragraph (a) hereof shall not exceed 10 per cent of the total number of Shares in issue as at the date of passing of this Resolution and the said approval shall be limited accordingly."

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APPENDIX II

2021 AGM NOTICE

1. "THAT:
   conditional upon Resolutions under sub-paragraphs A and B above being passed, the general unconditional mandate as mentioned in sub-paragraph A above shall be extended by the addition to the total number of Shares which may be allotted or agreed to be allotted by the directors pursuant to such general unconditional mandate of the total number of Shares bought back by the Company pursuant to the general unconditional mandate referred to in sub-paragraph B above, provided that such extended number in aggregate shall not exceed 10 per cent of the total number of Shares in issue as at the date of passing of this Resolution."

By order of the Board

Yuexiu Transport Infrastructure Limited

Yu Tat Fung

Company Secretary

Hong Kong, 16 April 2021

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APPENDIX II

2021 AGM NOTICE

Notes:

1. The register of members of the Company will be closed from Friday, 28 May 2021 to Wednesday, 2 June 2021, both days inclusive, during which period no transfer of shares will be registered. For the purpose of ascertaining the shareholders' eligibility to participate in the forthcoming annual general meeting of the Company to be held on 2 June 2021, all transfers of shares accompanied by the relevant share certificates must be lodged for registration with the Company's Hong Kong branch share registrar, Tricor Abacus Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, no later than 4:30 p.m. on Thursday, 27 May 2021.
2. The register of members of the Company will be closed from Wednesday, 9 June 2021 to Friday, 11 June 2021, both days inclusive, for the purpose of ascertaining the shareholders' entitlement to the final dividend. In order to qualify for the final dividend, all transfers of shares accompanied by the relevant share certificates must be lodged for registration with the Company's Hong Kong branch share registrar, Tricor Abacus Limited, no later than 4:30 p.m. on Tuesday, 8 June 2021.
3. A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxies to attend and vote on his behalf. A proxy need not be a member of the Company.
4. To be valid, a form of proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such authority, must be deposited with the Company's Hong Kong branch share registrar, Tricor Abacus Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, not less than 48 hours before the time appointed for holding of the meeting or adjourned meeting thereof.
5. At the 2020 annual general meeting of the Company, Ordinary Resolutions were passed giving general mandates to Directors to buy back Shares on the Stock Exchange and to allot, issue and otherwise deal with additional Shares in the capital of the Company. Under the Listing Rules these general mandates lapse at the conclusion of the 2021 AGM, unless renewed at that meeting. The Ordinary Resolutions sought in items 5A and 5B of the above notice renew these mandates.
6. With reference to the Ordinary Resolutions sought in items 5A and 5B of the above notice, the Directors wish to state that they have no immediate plans to issue any new Shares or to buy back any existing Shares. Approval is being sought from members as a general mandate pursuant to the Listing Rules.
7. In consideration of the continuing risk posed by the coronavirus disease (COVID-19) and to manage the potential health risks of persons attending the 2021 AGM, the Company will implement certain precautionary measures at the 2021 AGM. For further details, please refer to the circular of the Company dated 16 April 2021.

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APPENDIX III

DETAILS OF DIRECTORS

1. Mr Li Feng, aged 52, was appointed an executive director of the Company on 13 April 2018 and Chairman on 22 July 2019. He is the chief capital officer of Guangzhou Yue Xiu Holdings Limited ("Guangzhou Yue Xiu"), the ultimate holding company of the Company, and Yue Xiu Enterprises (Holdings) Limited ("Yue Xiu"). He oversees the capital department, customer resource management and synergy department, and the information centre of Guangzhou Yue Xiu and Yue Xiu. He is mainly responsible for formulating and implementing major capital management plans, organizing and coordinating the investor relationship of the listed companies, optimizing and synergizing the customer resources, and enhancing the development of information technology system. Mr Li is an executive director of Yuexiu Property Company Limited ("Yuexiu Property") (Stock Code: 123), a director of Guangzhou City Construction & Development Co. Ltd.("GCCD"), chairman and a non-executive director of Yuexiu Financial Holdings Limited ("YFHL"), a non-executive director of Yuexiu REIT Asset Management Limited (the manager of Yuexiu Real Estate Investment Trust (Stock Code: 405)), a non-executive director of Chong Hing Bank Limited ("Chong Hing Bank") (Stock Code: 1111), a director of Guangzhou Yuexiu Financial Holdings Group Co., Ltd. (廣州越秀金融控股集團股 份有限公司), a company listed on the Shenzhen Stock Exchange (Shenzhen Stock Code: 987) and the chairman of the board of directors of Yue Xiu Securities Holdings Company Limited.

Mr Li graduated from the Faculty of Naval Architecture and Ocean Engineering of South China University of Technology majoring in naval architecture, and obtained a master of business administration degree from Jinan University. He holds the qualification of a Senior Engineer in China and the certificate in Major Administrative Decision-Making and Argumentation (廣州市 重大行政決策論證專家) conferred by the Guangzhou Municipal Government. He is also president of Association of Guangzhou Belt and Road Investment Enterprises, member of Guangzhou Housing Provident Fund Management Committee, director of Guangzhou People's Association for Friendship with Foreign Countries and vice-president of The Listed Companies Council, Hong Kong Chinese Enterprises Association. Mr Li joined Yue Xiu in December 2001 and has successively held positions in Guangzhou Yue Xiu and Yue Xiu including the assistant to general manager, general manager of capital department, assistant manager of corporate management department, assistant to general manager of supervision and auditing department, and deputy general manager of Yue Xiu International Development Limited. Mr Li is familiar with business of listed companies and the operations of capital markets. Since 2008, he has participated in all of the major capital operation projects of Guangzhou Yue Xiu and Yue Xiu. Before that, he was also involved in the successful listing of Yuexiu Real Estate Investment Trust, and has extensive practical experience in capital operations.

Save as disclosed above, Mr Li has not held any directorships in other listed public companies, the securities of which are listed in Hong Kong or overseas, in the past three years preceding the date of this circular. He is also a director of certain substantial shareholders of the Company. Save as disclosed above, Mr Li does not have any relationship with any other directors, senior management or substantial or controlling shareholders of the Company nor have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance ("SFO").

There is no service agreement between the Company and Mr Li. Mr Li will be subject to retirement by rotation and re-election at general meetings of the Company in accordance with the Bye-Laws of the Company.

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APPENDIX III

DETAILS OF DIRECTORS

Mr Li is entitled to receive a salary of RMB689,000 per annum from the Company. In addition, Mr Li is entitled to a discretionary bonus to be determined with reference to his job responsibilities and the performance and profitability of the Company and its subsidiaries.

There is no matter concerning Mr Li that is required to be brought to the attention of the shareholders of the Company and there is no information that is required to be disclosed herein pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

2. Mr He Baiqing, aged 56, was appointed an executive director of the Company on 19 March 2014 and a Deputy Chairman on 31 July 2014. He has been General Manager of the Company since January 2013. He was appointed deputy general manager in 2009 and senior deputy general manager in 2011. Mr He graduated from Changsha Transport Institute in China with a bachelor of engineering degree in Highway and City Roads Engineering. Mr He had held position of the head of Guangzhou Highway Prospecting and Design Institute. He is a senior engineer of Highway and Bridge, and a chartered civil engineer in China. Mr He was in charge of the thirty-year plan of Guangzhou highway network between 1997 and 1998. He has participated in surveying and designing of Guangzhou Northern Second Ring Expressway, Guangzhou Western Second Ring Expressway and has extensive experience in the industry. He previously served as a director of the Company from April 2005 to April 2007.

Mr He has not held any directorships in other listed public companies, the securities of which are listed in Hong Kong or overseas, in the past three years preceding the date of this circular. Mr He does not have any relationship with any other directors, senior management or substantial or controlling shareholders of the Company. Mr He has a personal interest of 52,000 shares of the Company within the meaning of Part XV of the SFO.

There is no service contract between the Company and Mr He and he will be subject to retirement by rotation and re-election at general meetings of the Company in accordance with the Bye-Laws of the Company. Mr He is entitled to receive a salary of approximately RMB689,000 per annum from the Company. In addition, Mr He is entitled to a discretionary bonus to be determined with reference to his job responsibilities and the performance and profitability of the Company and its subsidiaries.

There is no matter concerning Mr He that is required to be brought to the attention of the shareholders of the Company and there is no information that is required to be disclosed herein pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

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APPENDIX III

DETAILS OF DIRECTORS

3. Ms Chen Jing, aged 49, was appointed an executive director of the Company on 13 April 2018. Ms Chen is the chief financial officer and general manager of the finance department of Guangzhou Yue Xiu and Yue Xiu. She is an executive director and chief financial officer of Yuexiu Property, a director of GCCD and Guangzhou Yuexiu Fengxing Foods Group Co., Ltd.. She is also a non-executive director of YFHL and Chong Hing Bank. Ms Chen graduated from the Xi'an Jiaotong University in audit studies, and holds a master of business administration degree of the School of Management and Economics of the Beijing Institute of Technology and the qualification of auditor and certified internal auditor. Ms Chen joined Guangzhou Yue Xiu in July 2004 and was the deputy general manager of the supervisory (audit) office, the general manager of the audit department and the chairman of the board of directors of Yue Xiu Securities Holdings Company Limited. Ms Chen has participated in building systems to monitor the major risks and finance of Guangzhou Yue Xiu. Ms Chen is well versed in risk and internal control management, financial management of listed companies and has extensive experience in establishing a sound system for risk management and internal control, financial management for enterprises. Prior to joining Guangzhou Yue Xiu, Ms Chen worked in school of business of the Hubei University and Hisense Kelon Electrical Holdings Company Limited.

Save as disclosed above, Ms Chen has not held any directorships in other listed public companies, the securities of which are listed in Hong Kong or overseas, in the past three years preceding the date of this circular. She is also a director of certain substantial shareholders of the Company. Save as disclosed above, Ms Chen does not have any relationship with any other directors, senior management or substantial or controlling shareholders of the Company nor have any interest in the shares of the Company within the meaning of Part XV of the SFO.

There is no service agreement between the Company and Ms Chen. Ms Chen will be subject to retirement by rotation and re-election at general meetings of the Company in accordance with the Bye-Laws of the Company.

Ms Chen is entitled to receive a salary of RMB643,000 per annum from the Company. In addition, Ms Chen is entitled to a discretionary bonus to be determined with reference to her job responsibilities and the performance and profitability of the Company and its subsidiaries.

There is no matter concerning Ms Chen that is required to be brought to the attention of the shareholders of the Company and there is no information that is required to be disclosed herein pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

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