THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your 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 Sichuan Expressway Company Limited* (the "Company"), you should at once hand this circular and the accompanying form of proxy and the reply slip to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or the 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 disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

This circular is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.

1. PROPOSED ISSUANCE OF CORPORATE BONDS IN THE PRC;

2. PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR; AND

3. NOTICE OF AGM

Capitalised terms used in this cover shall have the same meanings as those defined in the circular.

A letter from the Board is set out on pages 1 to 7 of this circular.

A notice of the 2020 AGM of the Company to be held at 3:00 p.m. on 25 May 2021 (Tuesday) at Room 420, 4th Floor, 252 Wuhouci Da Jie, Chengdu, Sichuan Province, the People's Republic of China (the "PRC") is set out on pages 8 to 13 of this circular.

A form of proxy for use at the AGM is enclosed with this circular and is also published on the website of The Stock Exchange of Hong Kong Limited and the Company. If you intend to appoint a proxy to attend the AGM, you are required to complete and return the enclosed form of proxy in the circular in accordance with the instructions printed thereon. For the holders of H Shares, the form of proxy should be returned to the Company's H Share Registrar, Hong Kong Registrars Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 24 hours before the time appointed for convening the AGM (or any adjournment thereof) or 24 hours before the time appointed for the passing of the resolutions. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

20 April 2021

  • For identification purposes only

CONTENTS

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ii

Letter from the Board . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Notice of AGM. . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

- i -

DEFINITIONS

In this circular, the following expressions shall have the following meanings unless the context requires otherwise:

"A Shares"

ordinary shares of the Company with a nominal value of RMB1.00

each, which are issued in the PRC, subscribed for in RMB and

listed on the Shanghai Stock Exchange (stock code: 601107)

"associate(s)"

has the meaning ascribed to it under the Listing Rules

"Board"

the board of directors of the Company

"Company"

Sichuan Expressway Company Limited* (四川成渝高速公路股份

有限公司), a joint stock limited company incorporated in the PRC

with limited liability, the H Shares and A Shares of which are

listed on the Stock Exchange and the Shanghai Stock Exchange

respectively

"connected person(s)"

has the meaning ascribed to it under the Listing Rules

"controlling shareholder"

has the meaning ascribed to it under the Listing Rules

"Director(s)"

the director(s) of the Company

"AGM"

the annual general meeting of the Company to be convened to

consider and approve, among others, (i) the special resolution

in relation to the proposed issuance of corporate bonds in the

PRC; and (ii) the ordinary resolution in relation to the proposed

appointment of Mr. Yu Haizong as an independent non-executive

Director of the seventh session of the Board of the Company and

the proposed director's remuneration, the notice of which is set

out on pages 8 to 13 of this circular

"Group"

the Company and its subsidiaries

"H Share(s)"

overseas listed foreign shares of the Company with a nominal

value of RMB1.00 each, which are issued in Hong Kong,

subscribed for in Hong Kong dollars and listed on the main board

of the Stock Exchange (stock code: 00107)

"Hong Kong"

the Hong Kong Special Administrative Region of the PRC

- ii -

DEFINITIONS

"Listing Rules"

the Rules Governing the Listing of Securities on the Stock

Exchange

"PRC"

the People's Republic of China, for the purpose of this circular,

excluding Hong Kong, the Macao Special Administrative Region

of the PRC and Taiwan

"RMB"

Renminbi, the lawful currency of the PRC

"SFO"

the Securities and Futures Ordinance (Chapter 571 of the Laws of

Hong Kong)

"Share(s)"

A Shares and H Shares

"Shareholders"

registered holder(s) of the Shares

"Stock Exchange"

The Stock Exchange of Hong Kong Limited

"Supervisor(s)"

the supervisors of the Company

"%"

per cent

  • For identification purposes only

- iii -

LETTER FROM THE BOARD

Executive Directors:

Legal Address:

Mr. Gan Yongyi (Chairman)

252 Wuhouci Da Jie

Mr. Li Wenhu (Vice Chairman)

Chengdu

Madam Ma Yonghan

Sichuan Province

Mr. You Zhiming

The PRC

Mr. He Zhuqing

Postcode: 610041

Non-executive Directors:

Mr. Yang Guofeng (Vice Chairman)

Mr. Li Chengyong

Independent non-executive Directors:

Madam Liu Lina

Mr. Gao Jinkang

Mr. Yan Qixiang

Madam Bu Danlu

20 April 2021

To the Shareholders

Dear Sir or Madam,

1. PROPOSED ISSUANCE OF CORPORATE BONDS IN THE PRC;

2. PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR; AND

  1. 3. NOTICE OF AGM

  2. INTRODUCTION
    On 30 March 2021, the Board considered and approved the proposal in respect of the issuance of the corporate bonds in the PRC and the submission of the proposal for the approval by the Shareholders at the AGM.

- 1 -

LETTER FROM THE BOARD

In addition, reference is made to the announcement of the Company dated 30 March 2021 in relation to the proposed appointment of Mr. Yu Haizong as an independent non-executive Director

of the seventh session of the Board of the Company and the proposed director's remuneration,

The purpose of this circular is to provide you with information regarding the resolution to be proposed at the AGM in relation to, among others, (i) further details of the special resolution in relation to proposed issuance of corporate bonds in the PRC; (ii) further details of the ordinary resolution in relation to the proposed appointment of Mr. Yu Haizong as an independent non-executive Director of the seventh session of the Board of the Company and the proposed director's remuneration; and (iii) a notice convening the AGM.

  1. PROPOSED ISSUANCE OF CORPORATE BONDS IN THE PRC
    In order to finance the Company's projects under construction and to be invested, supplement production and operation funds of the Company and replace expiring debts, on 30 March 2021, the Board resolved to issue the corporate bonds by the Company in the PRC, which shall be subject to approval from the Shareholders by way of special resolution at the AGM and subject to the obtaining of the approval granted by the China Securities Regulatory Commission and all other necessary approvals.

Particulars of the corporate bonds

Issuer

The Company

Place of Issue

The PRC

Maximum principal amount

In compliance with the maximum amount acceptable for

registration on the Shanghai Stock Exchange, the balance of

corporate bonds registered in the PRC in one or several tranches

within three years from the date of approval at the Company's

relevant general meeting shall not exceed RMB5 billion, and be

issued within the validity period of the registration.

Interest rate

To be determined according to the prevailing market conditions at

the time of the issue.

Target

Not for the general public, only to institutional investors in the

Bond Market of the Shanghai Stock Exchange in the PRC, save

for those prohibited by PRC laws or regulations from subscription.

- 2 -

LETTER FROM THE BOARD

Issue method

To be arranged and underwritten by the eligible financial

institution(s) to be engaged by the Company.

Use of proceeds

The proceeds from the issuance of the corporate bonds will be

applied for corporate business activities which are in compliance

with the applicable PRC laws, regulations and government

policies, including financing projects under construction and to be

invested, supplementing production and operation funds as well as

replacing expiring debts.

Shareholders' Approval

It is proposed that Shareholders' approval for the issuance of the corporate bonds and the grant of a mandate to authorise the Board or any two directors, for a period of three years commencing from the date when the special resolution was approved at the AGM and within the effective period of the registration of the corporate bonds, to generally and unconditionally deal with all matters relating to the issuance of the corporate bonds will be sought at the AGM. The authorisation shall include but not be limited to the following matters:

  1. to decide the terms of the issuance of the corporate bonds, including but not limited to the type, amount, term, number of issuing tranches, timing of the issue, method of the issue and the interest rate to be determined in accordance with the then market conditions at the time of the issue;
  2. to select and engage qualified professional intermediaries, including but not limited to selecting and engaging the underwriting institutions, credit rating authority and legal counsel;
  3. to undergo all necessary negotiations, and to amend and execute all relevant agreements and other necessary documents (including but not limited to the applications for approval of the issuance of the corporate bonds, registration report, offering document, underwriting agreement, all announcements and documents for necessary disclosures);
  4. to apply for all necessary approvals and make all necessary filings and registrations in connection with the corporate bonds, including but not limited to submitting application for registration to the relevant authorities in the PRC in relation to the issuance of the corporate bonds and making necessary amendments to the application for registration on the issuance of the corporate bonds in response to any request from the relevant authorities in the PRC;
  5. to revise the details of the proposal for the registration and issuance of the corporate bonds by the authorized the Board or any two directors in accordance to the recommendations made by regulatory authorities in the event that there are changes in the law, regulations and policies

- 3 -

LETTER FROM THE BOARD

relating to the registration and issuance of the corporate bonds by the regulatory authorities or changes in prevailing market conditions, save as matters that require re-approval at the general meeting pursuant to the relevant laws, regulations and the articles of association of the Company; and

  1. to take all necessary actions and deal with or make decisions on all matters relevant to the issuance of the corporate bonds.

The proposed issuance of the corporate bonds is subject to the Shareholders' approval by special resolution at the AGM and upon obtaining the approval granted by the China Securities Regulatory Commission and all other necessary approvals.

Reasons for and Benefits of the Proposed Issue of the corporate bonds

The Board believes that the proposed issuance of the corporate bonds will provide additional source of funding for the Company, improve the debt structure and reduce the financing costs. The Board is of the view that the proposed issuance of the corporate bonds is in the interest of the Company and its Shareholders as a whole. The proposed issuance of the corporate bonds may or may not occur. Shareholders and investors should therefore exercise caution in dealing in the Shares.

  1. PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR
    Further details of the Board's proposal of appointing Mr Yu Haizong ("Mr Yu") as an independent non-executive Director of the seventh session of the Board of the Company and the proposed director's remuneration:
    The biographical details of Mr. Yu are set out below:
    Mr. Yu Haizong, aged 57, graduated from Southwestern University of Finance and Economics with a bachelor's degree, a master's degree in economics (accounting) and a doctoral degree in management (accounting). He is a certified public accountant in the PRC, a senior member of the Accounting Society of China, vice-president of Chengdu Real Estate and Accounting Association (成都房地產會計學會) and a member and accounting professor of the education committee under the Sichuan Institute of Certified Public Accountants. He has been a professor of the Accounting Faculty of Southwestern University of Finance and Economics since December 2004; an independent non-executive director of China Vanadium Titano-Magnetite Mining Company Limited (The Stock Exchange of Hong Kong Limited Stock Code: 893) since September 2009; and he served as an independent director of Sichuan Jiuzhou Electric Group Ltd. (the Shenzhen Stock Exchange Stock Code: 000801) from May 2014 to October 2020 and an independent non-executive Director of the Company from March 2013 to November 2019; an independent director of Chengdu

- 4 -

LETTER FROM THE BOARD

Haoneng Technology Co., Ltd. (the Shanghai Stock Exchange Stock Code: 603809) since January 2019 and an independent director of Chengdu Lead Drug Development Co., Ltd. (the Shanghai Stock Exchange Stock Code: 688222) since April 2019.

The remuneration scheme for Mr. Yu is proposed as follows: the fixed remuneration shall be RMB80,000 per year (tax inclusive).

Subject to the approval by the shareholders of the Company of his appointment, the Company will enter into a service contract with Mr. Yu and his term of office shall be effective from the date of the consideration and approval at the AGM and end on the expiry of the term of the seventh session of the Board. He is subject to re-election upon the expiry of such term of office. The proposed remunerations scheme is as follows: the fixed remuneration shall be RMB80,000 per year (tax inclusive).

Save as disclosed above, Mr. Yu confirmed that (i) he did not hold any position within the Group or any directorship of other listed public companies in the last three years; (ii) he does not have any relationship with any Director, Supervisor, senior management, substantial or controlling shareholder of the Company; and (iii) he does not have any interest in the Shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong).

Save as disclosed above, the Company considers that there is no information which is disclosable nor is/was Mr. Yu involved in any of the matters required to be disclosed pursuant to the requirements under Rule 13.51(2) (h) and Rule 13.51(2) (v) of the Listing Rules, and there is no other matter that needs to be brought to the attention of the shareholders of the Company.

IV. CUMULATIVE VOTING MECHANISM

According to the Articles of Association, the Directors of the Company are elected by means of cumulative voting mechanism. At the election of Directors, the number of votes held by each Shareholder shall equal to the number of his/her Shares held multiplied by the number of Directors he/she is entitled to elect; each Shareholder has the right to cast all his/her votes to one candidate for Directors, or to allocate his/her votes to all candidates thereof he/she is entitled to elect at his/her discretion, or to cast all his/her votes to two or more of the candidates. Voting for non- independent Directors and independent non-executive Directors shall be held separately.

  1. AGM
    The Company proposed to hold the 2020 AGM at 3:00 a.m. on 25 May 2021 (Tuesday) at Room 420, 4th Floor, 252 Wuhouci Da Jie, Chengdu, Sichuan Province, the PRC.

- 5 -

LETTER FROM THE BOARD

The notice convening the AGM is set out on pages 8 to 13 of this circular.

If you intend to appoint a proxy to attend the AGM, you are required to complete and return the enclosed form of proxy in accordance with the instructions printed thereon. For holders of H Shares, the form of proxy shall be returned to the Company's H Share Registrar, Hong Kong Registrars Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible by hand or by post and in any event not less than 24 hours before the time appointed for convening the AGM (or any adjournment thereof) or 24 hours before the time appointed for the passing of the resolutions.

Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish, but in such event, the instrument appointing a proxy shall be deemed to have been revoked.

If you intend to attend the AGM in person or by proxy, you are required to complete and lodge the reply slip for attending the AGM at the Company's legal address at 252 Wuhouci Da Jie, Chengdu, Sichuan Province, the PRC not later than 4:30 p.m. on 21 May 2021 (Friday). The reply slip may be delivered to the Company by hand, by post or by fax (fax no.: (8628) 8553 0753).

VI. CLOSURE OF REGISTER OF MEMBERS OF H SHARES

The H Shares register of members of the Company will be closed from 18 May 2021 (Tuesday) to 25 May 2021 (Tuesday), both days inclusive, during which period no transfer of Shares will be effected. In order to qualify for attending the AGM, unregistered holders of H Shares shall ensure that all transfer 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, 17 Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on 17 May 2021 (Monday).

VII. RECOMMENDATION

The Directors considers that the proposed issuance of the corporate bonds in the PRC and the resolution in relation to the proposed appointment of Mr. Yu Haizong as an independent non- executive Director of the seventh session of the Board of the Company and the proposed director's remuneration, are in the best interests of the Company and the Shareholders. Accordingly, the Board recommends all Shareholders to vote in favour of the proposed issuance of the corporate bonds in the PRC, and the proposed appointment of Mr. Yu Haizong as an independent non- executive Director of the seventh session of the Board of the Company and the proposed director's remuneration.

- 6 -

LETTER FROM THE BOARD

VIII. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

Yours faithfully,

By order of the Board

Sichuan Expressway Company Limited*

Zhang Yongnian

Company Secretary

  • For identification purposes only

- 7 -

NOTICE OF AGM

NOTICE OF 2020 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2020 annual general meeting (the "AGM") of Sichuan Expressway Company Limited* (the "Company") will be held at 3:00 p.m. on 25 May 2021 (Tuesday) at Room 420, 4th Floor, 252 Wuhouci Da Jie, Chengdu, Sichuan, the People's Republic of China (the "PRC") for the purposes of considering and, if thought fit, passing (with or without modifications) the following resolutions:

AS SPECIAL RESOLUTION

To consider and approve the following resolution by way of open ballot and non-cumulative voting:

1. THAT each of the following proposed items in respect of the proposed issuance of the corporate bonds in the PRC be hereby approved (subject to the obtaining of the approval granted by the China Securities Regulatory Commission and all other necessary approvals):

Particulars of the proposal regarding the issue of the corporate bonds are set out as follows:

Issuer

The Company

Place of Issue

The PRC

Maximum principal

In compliance with the maximum amount acceptable for registration on

amount

the Shanghai Stock Exchange, the balance of corporate bonds registered

in the PRC in one or several tranches within three years from the date

of approval at the Company's relevant general meeting shall not exceed

RMB5 billion, and be issued within the validity period of the registration.

- 8 -

NOTICE OF AGM

Interest rate

To be determined according to the prevailing market conditions at the

time of the issue.

Target

Not for the general public, only to institutional investors in the Bond

Market of the Shanghai Stock Exchange in the PRC, save for those

prohibited by PRC laws or regulations from subscription.

Issue method

To be arranged and underwritten by the eligible financial institution(s) to

be engaged by the Company.

Use of proceeds

The proceeds from the issue of the corporate bonds will be applied for

corporate business activities which are in compliance with the applicable

PRC laws, regulations and government policies, including financing

projects under construction and to be invested, supplementing production

and operation funds as well as replacing expiring debts.

It is proposed that Shareholders' approval for the issue of the corporate bonds and the grant of a mandate to authorise the Board or any two directors, for a period of three years commencing from the date when the special resolution was approved at the AGM and within the effective period of the registration of the corporate bonds, to generally and unconditionally deal with all matters relating to the issue of the corporate bonds will be sought at the AGM. The authorisation shall include but not be limited to the following matters:

  1. to decide the terms of the issue of the corporate bonds, including but not limited to the type, amount, term, number of issuing tranches, timing of the issue, method of the issue and the interest rate to be determined in accordance with the then market conditions at the time of the issue;
  2. to select and engage qualified professional intermediaries, including but not limited to selecting and engaging the underwriting institutions, credit rating authority and legal counsel;
  3. to undergo all necessary negotiations, and to amend and execute all relevant agreements and other necessary documents (including but not limited to the applications for approval of the issue of the corporate bonds, registration report, offering document, underwriting agreement, all announcements and documents for necessary disclosures);
  4. to apply for all necessary approvals and make all necessary filings and registrations in connection with the corporate bonds, including but not limited to submitting application for registration to the relevant authorities in the PRC in relation to the issue of the corporate bonds and making necessary amendments to the application for registration on the issue of the corporate bonds in response to any request from the relevant authorities in the PRC;
    • 9 -

NOTICE OF AGM

  1. to revise the details of the proposal for the registration and issue of the corporate bonds by the authorized the Board or any two directors in accordance to the recommendations made by regulatory authorities in the event that there are changes in the law, regulations and policies relating to the registration and issue of the corporate bonds by the regulatory authorities or changes in prevailing market conditions, save as matters that require re-approval at the general meeting pursuant to the relevant laws, regulations and the articles of association of the Company; and
  2. to take all necessary actions and deal with or make decisions on all matters relevant to the issue of the corporate bonds.

AS ORDINARY RESOLUTIONS

To consider and approve the following resolutions by way of open ballot and non-cumulative voting:

  1. To consider and approve the proposed profit appropriations and dividend distribution plan of the Company for the year 2020;
  2. To consider and approve the work report of the board (the "Board") of directors (the "Directors") of the Company for the year 2020;
  3. To consider and approve the work report of Supervisory Committee of the Company for the year 2020;
  4. To consider and approve the duty performance report of independent Directors of the Company for the year 2020;
  5. To consider and approve the Company's financial budget implementation report for the year 2020;
  6. To consider and approve the Company's audited financial report as at the year ended 31 December 2020;
  7. To consider and approve the Company's financial budget proposal for the year 2021;
  8. To consider and approve the re-appointment of Shinewing Certified Public Accountants (Special General Partnership) as the PRC auditor of the Company for the year 2021 and to authorize the Board to fix the remuneration thereof;
  9. To consider and approve the re-appointment of Ernst & Young Certified Public Accountants as the international auditor of the Company for the year 2021 and to authorize the Board to fix the remuneration thereof;

- 10 -

NOTICE OF AGM

  1. To consider and approve the liability insurance of Directors, supervisors and the senior management of the Company;
  2. To consider and approve the remuneration scheme for Mr. Yu Haizong as a Director as follows: the fixed remuneration shall be RMB80,000 per year (tax inclusive); and

To consider and approve the following resolution by way of open ballot and cumulative voting:

13. To elect and appoint Mr. Yu Haizong as an independent non-executive Director of the seventh session of the Board of the Company, with a term of office commencing on the date of the consideration and approval at the AGM and ending on the expiry of the term of the seventh session of the Board. He is subject to re-election upon the expiry of such term of office.

By order of the Board

Sichuan Expressway Company Limited*

Zhang Yongnian

Company Secretary

Chengdu, Sichuan, the PRC

20 April 2021

Notes:

  1. ELIGIBILITY FOR ATTENDING THE AGM AND CLOSURE OF REGISTER OF MEMBERS OF H SHARES
    The H shares ("H Shares") register of members of the Company will be closed for the purpose of determining H Shares Shareholders' entitlement to attend the AGM from 18 May 2021 (Tuesday) to 25 May 2021 (Tuesday) (both days inclusive), during which period no transfer of H Shares will be registered. In order to qualify to attend and vote at the AGM, H Shares Shareholders shall ensure that all transfer documents accompanied by the relevant share certificate(s) must be lodged with the Company's H Shares Registrar, Hong Kong Registrars Limited, at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on 17 May 2021 (Monday).
    Shareholders are advised that the aforesaid arrangements are not applicable to A Shares Shareholders. The Company will announce separately on the Shanghai Stock Exchange regarding details of A Shares Shareholders' eligibility for attending the AGM.
  2. RECOMMENDATION OF 2020 FINAL DIVIDEND AND CLOSURE OF REGISTER OF MEMBERS OF H SHARES
    The Board has recommended a final dividend of RMB0.08 per share (tax inclusive) for the year 2020, amounting to a total of approximately RMB244,644,800 (tax inclusive). If the recommended dividend is approved by Shareholders by passing Resolution No. 2, the 2020 final dividend is expected to be paid on or about 6 July 2021 (Tuesday) to the H Shares Shareholders whose names appear on the H Shares register of members of the Company on 8 June 2021 (Tuesday).

- 11 -

NOTICE OF AGM

The H Shares register of members of the Company will be closed for the purpose of determining H Shares Shareholders' entitlement to the 2020 final dividend from 3 June 2021 (Thursday) to 8 June 2021 (Tuesday) (both days inclusive), during which period no transfer of H Shares will be registered. In order to be entitled to the 2020 final dividend, H Shares Shareholders shall ensure that all transfer documents accompanied by the relevant share certificate(s) must be lodged with the Company's H Shares Registrar, Hong Kong Registrars Limited, at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on 2 June 2021 (Wednesday).

Please refer to the Company's 2020 annual results announcement dated 30 March 2021 for further details on the arrangement on distribution of 2020 final dividend to H Shares Shareholders. Such arrangements will also be included in the Company's annual report for the year ended 31 December 2020 to be despatched to Shareholders in due course.

Shareholders are advised that the aforesaid arrangements are not applicable to distribution of the 2020 final dividend in respect of A Shares. The Company will announce separately on China Securities Journal, Shanghai Securities News and the Shanghai Stock Exchange regarding details of the arrangement on the distribution of 2020 final dividend to A Shares Shareholders.

  1. PROXY
    1. Each Shareholder entitled to attend and vote at the AGM may appoint one or more proxies to attend and vote on his behalf. A proxy need not be a Shareholder of the Company.
    2. Shareholders can appoint a proxy by an instrument in writing (i.e. by using the proxy form enclosed). The proxy form shall be signed by the appointor or his attorney duly authorized in writing, or if the appointor is a legal entity, either under seal or signed by a director or a duly authorized attorney of the entity. If the proxy form is signed by an attorney of the appointor, the power of attorney authorizing that attorney to sign or other document of authorization must be notarized.
    3. To be valid, for holders of H Shares, the proxy form and notarized power of attorney or other documents of authorization (if applicable), must be delivered to the Company's H Shares Registrar, Computershare Hong Kong Investor Services Limited not less than 24 hours before the time for holding the AGM or any adjournment thereof.
    4. Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the AGM or any adjournment thereof should you so wish.
  2. REGISTRATION PROCEDURES FOR ATTENDING THE AGM
    1. Shareholders or their proxies shall produce their identity documents when attending the AGM. If a Shareholder is a legal person, its legal representative or other person authorized by the board of directors or other governing body of such Shareholder may attend the AGM by producing a copy of the resolution of the board of directors or other governing body of such Shareholder appointing such person to attend the AGM. Should a proxy be appointed, the proxy shall also present the proxy form.
    2. Shareholders of the Company intending to attend the AGM in person or by their proxies shall return the reply slip for attending the AGM by courier, by post or by facsimile to the registered office of the Company in the PRC on or before 21 May 2021 (Friday).
  3. VOTING BY POLL
    Pursuant to the Articles of Association of the Company and the Listing Rules, the Chairman of the AGM will demand a poll in relation to all the resolution(s) proposed at the AGM.

- 12 -

NOTICE OF AGM

6. MISCELLANEOUS

  1. The AGM is expected to last for less than one day. Shareholders or their proxies attending the AGM shall be responsible for their own traveling and accommodation expenses.
  2. The registered office of the Company in the PRC is:
    252 Wuhouci Da Jie, Chengdu, Sichuan Province, the PRC (Postal Code: 610041) Telephone No.: (8628) 8552 6105 Facsimile No.: (8628) 8553 0753

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

- 13 -

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Sichuan Expressway Company Limited published this content on 20 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 April 2021 09:15:05 UTC.