Sichuan Expressway : FORM OF PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD ON 25 MAY 2021

(Note 3)

	FORM OF PROXY FOR THE ANNUAL GENERAL MEETING
	TO BE HELD ON 25 MAY 2021
I/We, (Note 1)
of (address)
being the holder(s) of	A/H shares (Note 2) of

RMB1.00 each in the share capital of Sichuan Expressway Company Limited* (the "Company"), hereby appoint THE CHAIRMAN OF

THE ANNUAL GENERAL MEETING OF THE COMPANY (the "AGM") orof (address)

as my/our proxy(ies) to attend on my/our behalf at the AGM (or at any adjournment thereof) to be held at Room 420, 4th Floor, 252 Wuhouci Da Jie, Chengdu, Sichuan Province, the People's Republic of China (the "PRC") at 3:00 p.m. on 25 May 2021 (Tuesday）, to vote for me/us and in my/our name(s) as indicated below in respect of the following resolution(s) and other matters required to be dealt with at the AGM.

	SPECIAL RESOLUTION	FOR(Note 4)	AGAINST(Note 4 )	ABSTAIN(Note 4)
To consider and approve the following resolution by way of open ballot and non-cumulative voting(Note 5)
1.	THAT each of the following proposed items in respect of
	the proposed issuance of the corporate bonds in the PRC be
	hereby approved.
	ORDINARY RESOLUTIONS	FOR(Note 4)	AGAINST(Note 4)	ABSTAIN(Note 4)
To consider and approve the following resolutions by way of open ballot and non-cumulative voting(Note 5)
2.	To consider and approve the proposed profit appropriations
	and dividend distribution plan of the Company for the year
	2020;
3.	To consider and approve the work report of the board (the
	"Board") of directors (the "Directors") of the Company
	for the year 2020;
4.	To consider and approve the work report of Supervisory
	Committee of the Company for the year 2020;
5.	To consider and approve the duty performance report of
	independent Directors for the year 2020;
6.	To consider and approve the Company's financial budget
	implementation report for the year 2020;
7.	To consider and approve the Company's audited financial
	report as at the year ended 31 December 2020;
8.	To consider and approve the Company's financial budget
	proposal for the year 2021;
9.	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;
10.	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;

ORDINARY RESOLUTIONS

FOR(Note 4)

AGAINST(Note 4)

ABSTAIN(Note 4)

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(Note 5)

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.

Date:

Signature(s)(Note 6) :

Notes:

1. Please insert your full name(s) (both in Chinese and English) and address in block capitals in the space provided.
2. Please insert the number and class of shares of the Company (the "Shares") to which this form of proxy relates in the space provided and delete as appropriate. If a number is inserted, this form of proxy will be deemed to relate only to those Shares. If not, this form of proxy will be deemed to relate to all the Shares registered in your name(s) (whether alone or jointly with others).
3. If any proxy other than the Chairman of the AGM is preferred, strike out "THE CHAIRMAN OF THE ANNUAL GENERAL MEETING OF THE COMPANY (the "AGM") or" and insert the name and address of the proxy desired in block capitals in the space provided. The proxy need not be a shareholder of the Company. If a proxy is attending the AGM on your behalf, such proxy shall produce his/her own identity proof.
4. If you wish to vote for a resolution, place a tick "✔" in the column marked "FOR". If you wish to vote against a resolution, place a tick "✔" in the column marked "AGAINST". If you would like to abstain, please place a tick "✔" in the column marked "ABSTENTION". As regards the H Shares, for a 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. If no indication is given, the proxy will vote at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the AGM other than those referred to in the notice convening the AGM.
5. 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. In particular, the above resolution No. 13 shall be voted on by way of open ballot and cumulative voting. The number of votes cast by each Shareholder (i.e. the sum of affirmative votes, dissenting votes and abstention votes) shall not exceed the total votes he/ she holds respectively in relation to the above resolution. Otherwise, the ballot will be deemed invalid votes. As regards the H Shares, for a 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. If no indication is given, the proxy will vote at his/ her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the AGM other than those referred to in the notice convening the AGM.
6. The form of proxy must be signed by you or your attorney duly authorized in writing. Corporations must execute this form of proxy under seal or by an attorney or by a duly authorised officer. In any event, the execution shall be made in accordance with the articles of association of such corporation or institution. If a legal representative is appointed to attend the AGM, such legal representative shall produce his/her own identity proof and a certified true copy of the written authorisation of the corporation appointing the legal representative.
7. If this form of proxy is signed by a person under a power of attorney or any other authority on your behalf, a notarially certified copy of that power of attorney or other authority must be deposited in the manner as mentioned in paragraph 8 below.
8. In order to be valid, this form of proxy together with any power of attorney or other authority under which it is signed must be lodged with the Company's H Share Registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for the holders of H Shares) not less than 24 hours before the time scheduled for the holding of the AGM or any adjournment thereof.
9. Completion and deposit of this form of proxy will not preclude you from attending and voting at the AGM should you so wish.
10. In the case of joint registered holders of any Shares, any one of such persons may vote at the AGM, either personally or by proxy, in respect of such Shares as if he/she was solely entitled thereto; but should more than one of such joint registered holders be present at the AGM, either personally or by proxy, that one of the said persons so present whose name stands first on the register of member of the Company in respect of such Shares shall be accepted to the exclusion of the votes of the other joint registered holders.

• For identification purposes only