Shenzhen Expressway : Proxy Form for the Second Extraordinary General Meeting 2020

SHENZHEN EXPRESSWAY COMPANY LIMITED

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

(Stock Code: 00548)

Proxy Form for the Second Extraordinary General Meeting 2020

				Number of Shares related to this	A Shares/H Shares
				proxy form (note 1)	(Delete the inappropriate)
I/We (note 2):
of		being the registered holder(s)
of the shares of Shenzhen Expressway Company Limited (the "Company"): A Shares:			/
H Shares:

now appoint (note 3) of

or failing him the Chairman of the meeting as my/our proxy to attend and vote for me/us on the resolutions in accordance with the instructions below and on my/our behalf at the Second Extraordinary General Meeting 2020 ("EGM") to be convened and held 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 on 29 September 2020 (Tuesday), at 10 a.m. and any adjournment thereof. In the absence of any indication, the proxy may vote at his/her own discretion (note 4).

		Special Resolution		For (note	4)		Against (note	4)	Abstain (note	4)
1.		To consider and approve the resolution in relation to the
		absorption and merger of certain wholly-owned subsidiaries;
		(note 5)
		Ordinary Resolution		For (note	4)		Against (note	4)	Abstain (note	4)
2.		To consider and approve the resolution in relation to the
		appointment of the Director of the eighth session of the board of
		directors of the Company. (note 5)
Date:			2020	Signature(s) (note 6):

Notes:

1. Please insert the number of shares registered in your name(s) relating to this proxy form and strike out not applicable items. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered under your name(s).
2. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
3. Please insert the name and address of your proxy. If they are left blank, the Chairman of the EGM will act as your proxy. One or more proxies, who may not be a shareholder of the Company, may be appointed to attend and vote in the EGM in person. Any changes made to this proxy form shall be initialed by the person who signs this form.
4. ATTENTION: If you wish to vote FOR the resolution, please indicate with a "�" in the appropriate space under "For". If you wish to vote AGAINST the resolution, please indicate with a "�" in the appropriate space under "Against". If you wish to ABSTAIN from voting on the resolution, please indicate with a "�" in the appropriate space under "Abstain". In the absence of any such indication, the proxy will vote or abstain at his/her discretion. For the 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.
5. The description of the resolution is by way of summary only. The full text is set out in the notice of the EGM.
6. This proxy form must be under the hand of you or attorney duly authorised in writing on that behalf. If the shareholder is a corporation, this form must be under its common seal or under the hand of any director or agent duly appointed on that behalf.
7. This proxy form together with the power of attorney, or other authority, if any, under which it is signed, or a notarially certified copy of that power of attorney or other authority, must be deposited at the place of business of the Company (for holders of A shares) at Podium Levels 2-4, Jiangsu Building, Yitian Road, Futian District, Shenzhen, the People's Republic of China or the registrar of H Shares of the Company (for holders of H shares) 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 appointed for the EGM.
8. Where there are joint holders of any share of the Company, any one of such holders may vote at the EGM, either personally or by proxy, in respect of such share as if he/she were solely entitled thereto. If more than one of such joint holders be present at the meeting personally or by proxy, the person whose name stands first on the register of shareholders in respect of such share shall alone be entitled to vote in respect thereof.
9. Completion and return of the form of proxy will not preclude a shareholder from attending and voting in person at the EGM if he/she so wishes. In the event that he/she attends the meeting in person, his/her form of proxy will be deemed to have been revoked.