Sichuan Expressway : PROPOSED ADJUSTMENT TO THE REMUNERATION SCHEME OF AN EXECUTIVE DIRECTOR; PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND THE RULES OF PROCEDURE OF GENERAL MEETINGS; AND NOTICE OF EXTRAORDINARY GENERAL MEETING

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.

PROPOSED ADJUSTMENT TO THE REMUNERATION SCHEME OF

AN EXECUTIVE DIRECTOR;

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND

THE RULES OF PROCEDURE OF GENERAL MEETINGS;

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

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 5 of this circular.

A notice convening the EGM to be held at 3:00 p.m. on 29 October 2020 (Thursday) 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 31 to 33 of this circular.

A form of proxy for use at the EGM is enclosed with this circular and such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited and the Company. If you intend to appoint a proxy to attend the EGM, you are required to complete and return the form of proxy enclosed with this 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 and in any event not less than 24 hours before the time appointed for convening the EGM (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 EGM or any adjournment thereof should you so wish.

10 September 2020

• For identification purposes only

	CONTENTS
		Page
DEFINITIONS . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
APPENDIX I -	PROPOSED AMENDMENTS TO THE ARTICLES
OF ASSOCIATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
APPENDIX II -	PROPOSED AMENDMENTS TO THE RULES OF
PROCEDURE OF GENERAL MEETINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	26
NOTICE OF EGM	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	31

- i -

DEFINITIONS

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

"A Share(s)"	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
"EGM"	the extraordinary general meeting of the Company to be convened
	to consider and approve, among others, the proposed adjustment
	to the remuneration scheme of Mr. Li Wenhu due to his re-
	designation from a non-executive director of the Company to an
	executive Director of the Company, the proposed amendments to
	the Articles of Association and the Rules of Procedure of General
	Meetings, the notice of which is set out on pages 31 to 33 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" or "China"	the People's Republic of China, for the purpose of this circular,
	excluding Hong Kong, the Macau 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
"Shareholder(s)"	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:	Registered office:
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	Post code: 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
	10 September 2020
To the Shareholders
Dear Sir or Madam,

PROPOSED ADJUSTMENT TO THE REMUNERATION SCHEME OF

AN EXECUTIVE DIRECTOR;

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND

THE RULES OF PROCEDURE OF GENERAL MEETINGS;

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

- 1 -

LETTER FROM THE BOARD

1. INTRODUCTION
   Reference is made to the Company's announcement dated 27 July 2020 in relation to the relevant resolutions of the proposed adjustment to the remuneration scheme of Mr. Li Wenhu due to his re- designation from a non-executive director of the Company to an executive Director of the Company; and the Company's announcement dated 27 August 2020 in relation to the proposed amendments to the articles of association and the rules of procedure of general meetings.

The purpose of this circular is to provide you with information regarding the resolutions proposed at the EGM in relation to (i) further details of the proposed adjustment to the remuneration scheme of Mr. Li Wenhu due to his re-designation from a non-executive director of the Company to an executive Director of the Company; (ii) further details of the proposed amendments to the Articles of Association; (iii) further details of the proposed amendments to the Rules of Procedure of General Meetings; and (iv) a notice convening the EGM.

1. PROPOSED ADJUSTMENT TO THE REMUNERATION SCHEME OF MR. LI WENHU DUE TO RE-DESIGNATION FROM A NON-EXECUTIVE DIRECTOR OF THE COMPANY TO AN EXECUTIVE DIRECTOR OF THE COMPANY

To consider and approve the adjustment to the remuneration scheme of Mr. Li Wenhu as: he shall receive remuneration from the Company not due to the position as a Director but his position as the management in the Company, which shall be determined by the Board under the authorization of the general meeting in accordance with the relevant policies and the uniform standards of the Company, and after taking into consideration the opinion of the Remuneration and Appraisal Committee.

1. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
   According to the Company Law of the People's Republic of China (Revised in 2018), the Securities Law of the People's Republic of China (Revised in 2019), the Reply of the State Council on Provisions of Adjusting Notice Period of General Meeting and Other Matters Applicable to Overseas Listed Companies (Guo Han [2019] No. 97) 《( 關於調整適用在境外上市公司召開股 東大會通知期限等事項規定的批覆》(國函[2019]97號)) and other relevant laws, regulations and regulatory documents, the Board of the Company proposed to amend relevant provisions of the Articles of Association of the Company. The proposed amendments to the Articles of Association is subject to the approval by the Shareholders by way of special resolution at the EGM.

- 2 -

LETTER FROM THE BOARD

The details of the proposed amendments to the Articles of Association are set out in appendix I to this circular.

After the proposed amendments aforesaid, the existing articles of the Articles of Association are to be renumbered accordingly. The English version of the proposed amendments to the Articles of Association is an unofficial translation of its Chinese version. In case of any discrepancy between the two versions, the Chinese version shall prevail.

The Company confirms that the proposed amendments to the Articles of Association do not affect the Company's obligation to comply with the Listing Rules.

IV. PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF GENERAL MEETINGS

According to the Reply of the State Council on Provisions of Adjusting Notice Period of General Meeting and Other Matters Applicable to Overseas Listed Companies (Guo Han [2019] No. 97) 《( 關於調整適用在境外上市公司召開股東大會通知期限等事項規定的批覆》(國函[2019]97 號)) and other relevant laws, regulations and regulatory documents, the Board of the Company proposed to amend relevant provisions of the Rules of Procedure of General Meetings of the Company. The proposed amendments to the Rules of Procedure of General Meetings is subject to the approval by the Shareholders by way of ordinary resolution at the EGM.

The details of the proposed amendments to the Rules of Procedure of General Meetings are set out in appendix II to this circular.

After the proposed amendments aforesaid, the existing articles of the Rules of Procedure of General Meetings are to be renumbered accordingly. The English version of the proposed amendments to the Rules of Procedure of General Meetings is an unofficial translation of its Chinese version. In case of any discrepancy between the two versions, the Chinese version shall prevail.

- 3 -

LETTER FROM THE BOARD

1. EGM
   The Company proposes to convene the EGM at 3:00 p.m. on 29 October 2020 (Thursday) at Room 420, 4th Floor, 252 Wuhouci Da Jie, Chengdu, Sichuan Province, the PRC.
   A notice convening the EGM is set out on pages 31 to 33 of this circular.
   If you intend to appoint a proxy to attend the EGM, you are required to complete and return the accompanying proxy form in accordance with the instructions printed thereon. For the H Shareholders, the proxy forms 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 by hand or by post and in any event not less than 24 hours before the time appointed for holding the EGM or any adjourned meeting thereof.
   Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or at any adjourned meeting should you so wish, but in such event the instrument appointing a proxy shall be deemed to be revoked.

If you intend to attend the EGM in person or by proxy, you are required to complete and lodge the reply slip for attending the EGM at the Company's legal address at 252 Wuhouci Da Jie, Chengdu, Sichuan Province, the PRC not later than 4:30 p.m. on 8 October 2020 (Thursday). 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 29 September 2020 (Tuesday) to 29 October 2020 (Thursday), both days inclusive, during which period no transfer of Shares will be effected. In order to qualify for attending the EGM, 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 28 September 2020 (Monday).

- 4 -

LETTER FROM THE BOARD

VII. RECOMMENDATION

The Directors considers that the proposed adjustment to the remuneration scheme of Mr. Li Wenhu due to his re-designation from a non-executive director of the Company to an executive Director of the Company, the proposed amendments to the Articles of Association and the Rules of Procedure of General Meetings are in the best interests of the Company and the Shareholders. Accordingly, the Board recommends all Shareholders to vote in favour of the relevant resolutions for approving the proposed adjustment to the remuneration scheme of Mr. Li Wenhu due to his re-designation from a non-executive director of the Company to an executive Director of the Company, the proposed amendments to the Articles of Association and the Rules of Procedure of General Meetings.

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

- 5 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The details of the proposed amendments to the Articles of Association are as follows:

COMPARISON TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before Amendments	After Amendments
Article 27. After the issue of the domestic-listed	Article 27. After the issue of the domestic-listed
domestic shares set out in the second paragraph	domestic shares set out in the second paragraph
of Article 23, the Company's registered capital is	of Article 24, the Company's registered capital is
Renminbi 3,058,060,000.	Renminbi 3,058,060,000.
Article 38. The Company may, according to the	Article 38. The Company may, according to laws
procedures provided in these Articles of Association	and regulations and other regulatory documents,
and subject to the approval of the relevant	repurchase (buyback/purchase)its issued shares in
governing authority of the State, repurchase its	the following circumstances:
issued shares in the following circumstances:
(1) cancellation of shares for the reduction of its	(1) reduction of its registered capital;
capital;
(2) merging with another company that holds	(2) merging with another company that holds
shares in the Company;	shares in the Company;
(3) to transfer shares to employees of the	(3) to utilize its shares in employee stock
Company as incentives;	ownership plans or equity incentives;
(4) to request the Company to repurchase	(4) to request the Company to repurchase
its shares by the shareholders when they	its shares by the shareholders when they
disagree with the decision for merger or	disagree with the resolutionfor merger or
division of the Company made at the general	division of the Company made at the general
meeting;	meeting;

- 6 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

	Before Amendments		After Amendments
(5)	other circumstances permitted by laws and	(5)	to utilize its shares to satisfy the conversion
	administrative regulations.		of corporate bonds issued by the Company
			which are convertible into shares of the
			Company;
		(6)	to safeguard the value of the Company and
			the shareholders' interests as the Company
			deems necessary;
		(7)	other circumstances permitted by laws and
			administrative regulations.
Save as aforesaid, the Company shall not conduct	Save as aforesaid, the Company shall not conduct
any activities to deal in the shares of the Company.	any activities to deal in the shares of the Company.
The Company's purchase of its own shares for any	The Company's purchase of its own shares shall be
of the reasons as mentioned in items (1) to (3) of	subject to a resolution to be passed at the general
this Article shall be subject to a resolution to be	meeting for any of the reasons as mentioned in
passed at the shareholders' general meeting. After	items(1), (2), paragraph 1 of this Article; and to a
the Company purchases its own shares pursuant	resolution to be passed at the board meeting with
to this Article, it shall, under the circumstance	more than two-thirds of directors present, pursuant
as mentioned in item (1), write them off within	to the provisions of the Articles of Association or
10 days after the purchase; while under either	under the authorization of the general meeting for
circumstance as mentioned in items (2) or (4),	any of the reasons as mentioned in items (3), (5) or
transfer them or write them off within 6 months.	(6), paragraph 1.
The Company's registered capital shall be reduced
by the aggregate par value of those cancelled
shares accordingly.
T h e s h a r e s p u r c h a s e d b y t h e C o m p a n y i n
accordance with item (3) of this Article shall
not exceed 5% of the total issued shares of the
Company. The fund to finance the share purchase
shall be expensed out of the Company's profit after
taxation. The shares purchased by the Company
shall be transferred to its employees within 1 year.

- 7 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before Amendments	After Amendments
	After the Company purchases its own shares
	pursuant to this Article, it shall, under the
	circumstance as mentioned in item (1), paragraph
	1, write them off within 10 days after the purchase;
	under either circumstance as mentioned in items
	(2) or (4), transfer them or write them off within
	6 months; and under either circumstance as
	mentioned in items (3), (5) or (6), hold shares in
	aggregate not more than 10% of the total issued
	shares of the Company and transfer them or write
	them off within 3 years after the issuance of the
	announcement of repurchase results and share
	changes.The Company's registered capital shall
	be reduced by the aggregate par value of those
	cancelled shares accordingly.
	When the Company purchases the shares of the
	Company under the circumstances specified in
	items (3), (5) and (6), paragraph 1, it shall be
	conducted through open centralized trading.
Article 42.	Article 42.
⋯⋯	⋯⋯
This Article shall not apply in the circumstances	This Article shall not apply in the circumstances
specified in Article 43.	specified in Article 44.
Article 44. The following transactions shall not	Article 44. The following transactions shall not
be deemed to be activities prohibited by Article 41	be deemed to be activities prohibited by Article 42
of this Chapter:	of this Chapter:
⋯⋯	⋯⋯

- 8 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before Amendments	After Amendments
Article 52. All domestic-listed domestic shares	Article 52. All domestic-listed domestic shares
may be legally transferred, but shall be subject to	may be legally transferred, but shall be subject to
the following provisions:	the following provisions:
⋯⋯	⋯⋯
(4) any gains from sale of shares in the	(4) any gains from sale of shares in the Company
Company by any Director, Supervisor, other	or other securities of equity natureby any
senior management members or shareholders	Director, Supervisor, senior management
holding 5% or more of the shares with	membersor shareholders holding 5% or
voting rights in the Company within six	more of the shares with voting rights in
months after their purchase of the same,	the Company within six months after their
and any gains from purchase of shares in	purchase of the same, and any gains from
the Company by any of the aforesaid parties	purchase of shares in the Company by any
within 6 months after sale of the same shall	of the aforesaid parties within 6 months
be disgorged and paid to the Company. The	after sale of the same shall be disgorged
Board of Directors of the Company shall	and paid to the Company. The Board of
forfeit such gains from the abovementioned	Directors of the Company shall forfeit such
parties, except that the six-month time limit	gains from the abovementioned parties,
for sale of such shares shall not apply to a	except for a securities company holding 5%
securities company holding 5% or more of	or more of the shares in the Company as a
the shares in the Company as a result of its	result of its purchase of remaining shares
purchase of remaining shares offered under	offered under an underwriting obligation
an underwriting obligation.	and other circumstances stipulated by the
	securities regulatory authorities under the
	State Council.
	The shares of the Company or other securities of
	equity nature held by the Directors, Supervisors,
	senior management members or individual
	shareholders as mentioned in item (4), paragraph 1
	include the same held by their spouses, parents and
	children and held through other people's accounts.

- 9 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before Amendments	After Amendments
Should the Board of Directors of the Company fail	Should the Board of Directors of the Company fail
to comply with the requirements set out in item (4)	to comply with the requirements set out in item
of this Article, a shareholder shall have the right to	(4), paragraph 1of this Article, a shareholder shall
request the Board of Directors to effect the same	have the right to request the Board of Directors to
within 30 days. Should the Board of Directors fail	effect the same within 30 days. Should the Board
to do so within the said time limit, a shareholder	of Directors fail to do so within the said time
shall have the right to initiate proceedings in the	limit, a shareholder shall have the right to initiate
People's Court directly in his own name for the	proceedings in the People's Court directly in his
interests of the Company.	own name for the interests of the Company.
Should the Board of Directors of the Company fail	Should the Board of Directors of the Company fail
to comply with the requirements set out in item	to comply with the requirements set out in item
(4) of this Article, the responsible Director(s) shall	(4), paragraph 1of this Article, the responsible
bear several liabilities.	Director(s) shall bear several liabilities.
Article 53. No changes in the share register due	Article 53. Provided that the PRC laws and
to transfer of shares may be made within thirty	regulations and the stock exchange or securities
(30) days before the date of a shareholders' general	regulatory and registration authorities where the
meeting or within five (5) days before the record	Company has its shares listed have any provisions
date for the Company's distribution of dividends.	in respect of the period of closure of the register
The above stipulations shall apply to the holders of	of members prior to the date of a general meeting
H Shares.	or the benchmark date set by the Company for
	the purpose of distribution of dividends, such
	provisions shall prevail.

- 10 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before Amendments

After Amendments

Article 72. When the Company convenes a Article 72. When the Company convenes an shareholders' general meeting, written notice of annual generalmeeting, a written notice shall the meeting shall be given not less than forty-five be given twenty (20) business daysbefore the

1. days before the date of the meeting to notify meeting, and when the Company convenes anall shareholders in the share register of the matters extraordinary general meeting, a written noticeto be transacted and the date and the place of the shall be given ten (10) business days or fifteenmeeting. A shareholder who intends to attend the (15) days (whichever is later) prior to the date ofmeeting shall deliver his written reply concerning the extraordinary general meeting,to notify all the attendance of the meeting to the Company shareholders in the share register of the issues to

twenty (20) days before the date of the meeting.	be considered at the meeting and the date and the
	venue of the meeting.
The period of the delivery of the notice shall	The period of the delivery of the notice shall
exclude the date convening the meeting.	exclude the date convening the meeting.
For the notice mentioned in this Article, the	For the purpose of holders of H shares,the dispatch
dispatch date shall be the date on which the	date of a notice sent by postshall be the date
relevant notice is delivered to the post office by the	on which the relevant notice is delivered to the
Company or the share registrar appointed by the	post office by the Company or the share registrar
Company for mailing. It is not the date on which	appointed by the Company for mailing.
the relevant notice is deemed to be received by
the shareholder as stated in the Article 259 of the
Articles of Association.
⋯⋯	⋯⋯

- 11 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before Amendments	After Amendments
Article 73. The Company shall, based on the	Article 73.
written replies receive twenty (20) days before the
date of the shareholders' general meeting from	(Deleted the first paragraph of the original article)
the shareholders, calculate the number of voting
shares represented by the shareholders who intend
to attend the meeting. If the number of voting
shares represented by the shareholders who intend
to attend the meeting reaches one half or more of
the Company's total voting shares, the Company
may hold the meeting; if not, then the Company
shall within five (5) days notify the shareholders
by public notice of the matters to be transacted at,
the place and date for, the meeting. The Company
then may hold the meeting after such publication
of notice.
The general meeting shall not vote on and	The general meeting shall not vote on and
resolve motions not stated in the notice of the	resolve motions not stated in the notice of the
general meeting or motions which do not meet	general meeting or motions which do not meet
the requirements in Article 70 of the Articles of	the requirements in Article 71of the Articles of
Association.	Association.

- 12 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before Amendments		After Amendments
Article 75. Notice of shareholders' general	Article 75.	Notice of shareholders' general
meeting shall be served on the shareholders	meeting shall be served on the shareholders
(whether or not entitled to vote at the meeting), by	(whether or not entitled to vote at the meeting), by
delivery or prepaid mail to the registered address of	delivery or prepaid mail to the registered address of
any such shareholders. For the holders of domestic	any such shareholders. For the holders of domestic
shares, notice of the meetings shall be issued by	shares, notice of the meetings shall be issued by
way of public notice.	way of public notice.
The public notice referred to in the preceding	The public notice referred to in the preceding
paragraph shall be published in one or more	paragraph shall be published in one or more
newspapers designated by the Securities Supervisory	n e w s p a p e r s	d e s i g n a t e d b y t h e S e c u r i t i e s
and Regulatory Authority of the State Council	Supervisory and Regulatory Authority of the State
within the interval between forty-five (45) days	Council before the convening of the meeting. The
and fifty (50) days before the date of the meeting.	full text of the notice shall be at the same time
The full text of the notice shall be at the same time	published on the website designed by the Securities
published on the website designed by the Securities	Supervisory and Regulatory Authority of the State
Supervisory and Regulatory Authority of the State	Council. After the publication of notice, all the
Council. After the publication of notice, the holders	holders of domestic-invested shares shall be deemed
of domestic-invested shares shall be deemed to have	to have received notice of the relevant shareholders'
received notice of the relevant shareholders' general	general meeting. Where laws, regulations and other
meeting.	normative documents provide otherwise for the
	time of the notice, such provisions shall prevail.
	Subject to the laws and regulations and listing
	rules in the place where the Company's shares are
	listed, the notice of shareholder's general meeting
	can be dispatched or provided through other
	ways specified in Article 270 of the Articles of
	Association.

- 13 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before Amendments	After Amendments
Article 94. Resolutions of shareholders' general	Article 94. Resolutions of shareholders' general
meetings shall be divided into ordinary resolutions	meetings shall be divided into ordinary resolutions
and special resolutions.	and special resolutions.
⋯⋯	⋯⋯
The shareholders (including proxies) present at	The shareholders (including proxies) present at the
the meeting shall expressly state their agreement	meeting canexpressly state their agreement with,
with or objection to every matter to be determined	objection to or abstain from voting everymatter
by voting, save and except for those shareholders	to be determined by voting, save and except for
(who are legal owners being the share registrars	those shareholders (who are legal owners being the
under the connected stock market between the	share registrars under the connected stock market
PRC market and HK market) who have made such	between the PRC market and HK market) who
declaration in accordance with the instructions of	have made such declaration in accordance with the
the beneficial owners.	instructions of the beneficial owners.
	For shareholders of A Shares, votes unfilled,
	incorrectly filled and illegible, and uncast votes
	shall be deemed as a waiver by voters, and the
	voting results of the number of shares held by them
	shall be counted as "abstention".
	Provided that the PRC laws and regulations and
	the stock exchange or securities regulatory and
	registration authorities where the Company has
	its shares listed have any provisions in respect of
	the foregoing voting and counting matters, such
	provisions shall prevail.

- 14 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

	Before Amendments		After Amendments
Article 95. A shareholder (including proxy)	Article 95. A shareholder (including proxy)
may exercise voting rights in accordance with the	may exercise voting rights in accordance with the
number of shares carrying the right to vote and	number of shares carrying the right to vote and
each share shall have one vote.	each share shall have one vote.
⋯⋯		⋯⋯
		F o r h o l d e r s o f d o m e s t i c s h a r e s, w h e n t h e
		significant matters with impact on the interests
		of the medium and small investors are considered
		at a shareholders' general meeting, votes on the
		medium and small investors shall be counted
		separately. The separate voting results shall be
		disclosed to the public in a timely manner.
Article 105. The following matters shall be	Article 105. The following matters shall be
resolved by a special resolution at a shareholders'	resolved by a special resolution at a shareholders'
general meeting:	general meeting:
(1)	the increase or reduction of share capital and	(1)	the increase or reduction of share capital and
	the issue of shares of any class, warrants and		the issue of shares of any class, warrants
	other similar securities;		and other similar securities; the repurchase
			of shares of the Company as a result of a
			reduction in its registered capital;
⋯⋯		⋯⋯

- 15 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

	Before Amendments		After Amendments
Article 127.	Article 127.
⋯⋯		⋯⋯
The meaning of "interested shareholder(s)" as	The meaning of "interested shareholder(s)" as
mentioned in the preceding paragraph is:	mentioned in the preceding paragraph is:
(1)	in the case of a repurchase of shares by	(1)	in the case of a repurchase of shares by
	pro rata offers to all shareholders or public		pro rata offers to all shareholders or public
	dealing on a stock exchange under Article		dealing on a stock exchange under Article
	38, a "controlling shareholder" within the		39, a "controlling shareholder" within the
	meaning of Article 62;		meaning of Article 63;
(2)	in the case of a repurchase of share by	(2)	in the case of a repurchase of share by
	an off-market agreement under Article		an off-market agreement under Article
	38, a shareholder to whom the proposed		39, a shareholder to whom the proposed
	agreement relates;		agreement relates;
⋯⋯		⋯⋯
Article 128. Resolutions of a class meeting shall	Article 128. Resolutions of a class meeting shall
be passed by votes representing more than two-	be passed by votes representing more than two-
thirds of the voting rights of shareholders of that	thirds of the voting rights of shareholders of that
class represented at the relevant meeting who,	class represented at the relevant meeting who,
according to Article 126, are entitled to vote at	according to Article 127, are entitled to vote at
class meetings.	class meetings.

- 16 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before Amendments	After Amendments
Article 129. Written notice of a class meeting	Article 129. Written notice of a class meeting
shall be given forty-five (45) days before the date	shall be given with reference to the notice period
of the class meeting to all shareholders in the share	for shareholders' general meetings under Article
register of that class of the matters to be transacted	72 of the Articles of Associationto all shareholders
at the date and the place of the class meeting.	in the share register of that class of the matters to
A shareholder who intends to attend the class	be transacted at the date and the place of the class
meeting shall deliver his written reply concerning	meeting.
attendance at the class meeting to the Company
twenty (20) days, before the date of the class
meeting.
If the number of shares carrying voting rights at	(Deleted the second paragraph of the original text)
the meeting represented by the shareholders who
intend to attend the class meeting reaches more
than one half of all the shares carrying the right
to vote at the class meeting, the Company may
hold the class meeting, if not, the Company shall
within five (5) days notify the shareholders by
public notice of the matters to be transacted at,
the date and the place for the class meeting. The
Company may then hold the class meeting after
such publication of notice.
Article 133. Directors shall be elected at the	Article 133. Directors shall be elected or changed
shareholders' general meeting. The term of office	at the shareholders' general meeting. The term
of the directors is three (3) years. At the end of	of office of the directors is three (3) years. The
a director's term, the term is renewable upon	shareholders' general meeting is entitled to remove
re-election. The term of office for independent	a Director before the expiration of his/her term of
Directors is renewable with a cap limit of six (6)	office.At the end of a director's term, the term is
years.	renewable upon re-election. The term of office for
	independent Directors is renewable with a cap limit
	of six (6) years.
⋯⋯	⋯⋯

- 17 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before Amendments	After Amendments
Article 134.	Article 134.
⋯⋯	⋯⋯
Other than the circumstances referred to in the	Other than the circumstances referred to in the
preceding paragraph, the resignation of a Director	preceding paragraph, the resignation of a Director
becomes effective upon submission of his/her	becomes effective upon submission of his/her
resignation report to the Board of Directors.	resignation report to the Board of Directors, which
	is not subject to the consideration and approval
	by the shareholders' general meeting. Under such
	circumstances, the number of Directors of the
	Company can be less than 12, but not less than the
	quorum.
Article 136. The Board of Directors is responsible	Article 136. The Board of Directors is responsible
to the shareholders' general meeting and exercises	to the shareholders' general meeting and exercises
the following powers:	the following powers:
⋯⋯	⋯⋯
(12) to draw up plans for material acquisition or	(12) to draw up plans for material acquisition
disposal of the Company;	or disposal of the Company, plans for
	repurchase of shares of the Company;
⋯⋯	⋯⋯
Article 142. Meetings of the Board of Directors	Article 142. Meetings of the Board of Directors
shall be held at least twice every year and convened	shall be held at least four timesevery year
by the Chairman of the board of directors. Notice	and convened by the Chairman of the board of
of the meeting shall be served on all of the	directors. Notice of the meeting shall be served on
Directors and Supervisors ten (10) days before the	all of the Directors and Supervisors ten (10) days
date of the meeting.	before the date of the meeting.
⋯⋯	⋯⋯

- 18 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

	Before Amendments		After Amendments
Article 143. Meetings of the Board of directors	Article 143. Meetings of the Board of directors
shall be notified in the following manner:	shall be notified in the following manner:
⋯⋯		⋯⋯
(2)	Notice of the time and place of a meeting of	(2)	Notice of the time and place of a meeting of
	the Board of Directors for which the time		the Board of Directors for which the time
	and place have not otherwise been set in		and place have not otherwise been set in
	advance by the Board of Directors shall be		advance by the Board of Directors shall be
	sent by the Chairman to each of the directors		sent by the Chairman to each of the directors
	by telex, telegram, facsimile, express		by facsimile, express delivery, registered
	delivery, registered mail or delivery not less		mail, delivery in person or other waysnot
	than ten (10) days and not more than thirty		less than ten (10) days and not more than
	(30) days before such meeting.		thirty (30) days before such meeting.
⋯⋯		⋯⋯
Article 171. Persons assuming offices other than	Article 171. Persons assuming offices other
director in the controlling shareholder(s) and in the	than director and supervisorin the controlling
de facto controller(s) shall not assume the offices	shareholder(s)shall not assume the offices of
of senior management of the Company.	senior management of the Company.
Article 208.	Article 208.
⋯⋯		⋯⋯
(2)	an offer made by any person with a view	(2)	an offer made by any person with a view
	to the offeror becoming a "controlling		to the offeror becoming a "controlling
	shareholder" within the meaning of Article		shareholder" within the meaning of Article
	62.		63.
⋯⋯		⋯⋯

- 19 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before Amendments	After Amendments
Article 218. The Company's financial reports	Article 218. The Company's financial reports
shall be made available at the Company for	shall be made available at the Company for
shareholders' inspection twenty (20) days before	shareholders' inspection twenty (20) days before
the date of every shareholders' annual general	the date of every shareholders' annual general
meeting. Each shareholder shall be entitled to	meeting. Each shareholder shall be entitled to
obtain a copy of the financial reports referred to in	obtain a copy of the financial reports referred to in
this Chapter.	this Chapter.
The Company shall at least deliver or send to each	For holders of H Shares,The Company shall
shareholder of overseas-listedforeign-invested	at least deliver or send to each shareholder of
shares by prepaid mail at the address registered in	overseas-listedforeign-invested shares by prepaid
the register of shareholders the abovementioned	mail at the address registered in the register of
reports not later than twenty-one (21) days before	shareholders the abovementioned reports not later
the date of every annual general meeting of	than twenty-one (21) days before the date of every
shareholders.	annual general meeting of shareholders.
	The financial reports of the Company can be
	delivered or provided in other means stated in
	Article 270 of the Articles of Association, subject
	to the laws and regulations and listing rules of the
	jurisdiction where the shares of the Company are
	listed.

- 20 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before Amendments			After Amendments
Article 266. Unless otherwise provided in these	Article 266. Notices issued by the Company to
Articles of Association, notices, information or
shareholders include notices of meetings, corporate
written statement issued by the Company to holders	communications or other written materials.
of overseas-listedforeign-invested shares shall
be personally delivered to the registered address	Corporate Communications means any document
of each of such shareholders, or sent by mail to	issued or intended to be issued by the Company for
each of such shareholders. Notices to be given to	reference or action by the holders of any securities
the H shareholders shall be posted in Hong Kong,	of the Company, including but not limited to:
whenever possible.
	(1)	Annual reports, including the reports of the
		Board of Directors, the Company's annual
		accounts together with the auditor's reports
		and, where applicable, the financial summary
		reports;
	(2)	Interim reports and, where applicable, interim
		summary reports;
	(3)	Notices of the meetings;
	(4)	Listing documents;
	(5)	Circulars;
	(6)	Proxy forms;
	(7)	Receipt and other document data; and
	(8)	Other documents as required by the laws,
		regulations and listing rules of the place
		where the Company's shares are listed.

- 21 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before Amendments

After Amendments

Holders of overseas-listedforeign-invested shares may by notice in writing choose to receive corporate communications that shall be dispatched by the Company to shareholders by electronic means or by mail and shall also specify whether they wish to receive the English version or the Chinese version, or both. Holders of overseas-listedforeign-invested shares may by reasonable notice in writing served on the Company to change their choice as to the manner of receiving and the language version of the aforesaid corporate communications.

	Although the Company is required to provide
	written corporate communications to shareholders
	according to the preceding paragraph, if the
	Company obtained the shareholders' prior written
	consent or implied consent according to relevant
	laws and regulations and the Hong Kong Listing
	Rules amended from time to time, it may send
	corporate communications to shareholders by
	e-mail or via publication on the website of the
	Company.
Notices to be issued to holders of domestic-	Notices to be issued to holders of domestic-
invested shares shall have to be released in any one	invested shares shall have to be released in any one
or more newspapers appointed by the securities	or more newspapers appointed by the securities
administration unit of the PRC; all holders of	administration unit of the PRC; all holders of
domestic-invested shares shall be deemed to have	domestic-invested shares shall be deemed to have
received such notices once they are published.	received such notices once they are published.
Article 267. All notices which are to be sent by	Article 267. All notices which are to be sent by
mail shall be clearly addressed, postage pre-paid,	mail shall be clearly addressed, postage pre-paid
and shall be put in envelopes before being posted	and shall be put in envelopes before being posted
by mail. Such letters of notice shall be deemed to	by mail.
have been received by shareholders five (5) days
after the date of despatch.

- 22 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before Amendments		After Amendments
Article 270. Notice convening the general	Article 270. Notices of the Company may be
meeting shall be despatched to the holders of	despatched to shareholders in the following ways:
foreign invested shares by hand or by mail and
shall notify the holders of domestic shares by	(1)	By personal delivery;
announcement.
	(2)	By mail;
	(3)	By email, fax or other electronic means, or
		other information carriers;
	(4)	By an announcement published in the press;
	(5)	By publication on the website of the
		Company and websites designated by the
		securities regulatory authorities of the place
		where the Company's shares are listed,
		provided that it is permitted under the
		laws and regulations and relevant rules of
		securities regulatory authorities of the place
		where the Company's shares are listed;

- 23 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before Amendments

After Amendments

(6) By other ways as agreed in advance between the Company and the addressee or as accepted by the addressee after the notice is received; and

	(7)	By any other means as accepted by securities
		regulatory authorities of the place where the
		Company' shares are listed or as prescribed
		in this Articles of Association.
	Even if this Articles of Association specify the
	form of notification, communication or any other
	written materials, the Company may choose to
	publish the corporate communications in the
	form stipulated in item (5) of the first paragraph
	of this Article, and send or provide the corporate
	communications to the shareholders of the
	Company's overseas-listed foreign shares instead
	of being sent by personal delivery or by postage-
	paid mail, if it is in compliance with the Hong
	Kong Listing Rules and under the premise of
	compliance with the laws and listing rules of the
	place where the Company's shares are listed,
	regarding providing and/or distributing corporate
	communications.
Article 271. Notice convening the board meeting	Article 271. Notice convening the board meeting
shall be sent by fax.	shall be sent by fax, express delivery, registered
	mail, delivery in person or other ways. Provided
	that the relevant laws and regulations and rules
	where the Company has its shares listed have any
	special provisions, such provisions shall prevail.
Article 272. Notice convening the meeting of the	Article 272. Notice convening the meeting of
Supervisory Committee shall be sent by fax.	the Supervisory Committee shall be sent by fax,
	express delivery, registered mail, delivery in
	person or other ways. Provided that the relevant
	laws and regulations or rules where the Company
	has its shares listed have any special provisions,
	such provisions shall prevail.

- 24 -

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before Amendments

After Amendments

Article 276. The Articles of Association has Article 276. Any matters unspecified in theChinese and English version. Should there be any Articles of Association shall be implementeddiscrepancy between the two versions, the latest in accordance with the relevant national laws,Chinese version registered with the Administration regulations of the state, the listing rules of theBureau of Industry and Commerce of Sichuan Shanghai Stock Exchange and The Stock Exchange

Province shall prevail.of Hong Kong Limited, and other applicable administrative regulations. For the avoidance of doubt, provided that more stringent provisions for the content of the Articles of Association are stipulated in the relevant national laws, regulations of the state, the listing rules of the Shanghai Stock Exchange and The Stock Exchange of Hong Kong Limited, and other applicable administrative regulations, such provisions shall prevail; provided that the Articles of Association is inconsistent with the laws, regulations, the listing rules of the Shanghai Stock Exchange and The Stock Exchange of Hong Kong Limited, and other applicable administrative regulations promulgated by the state in the future, the newly promulgated provisions shall prevail.

The Articles of Association has Chinese and English versions. Should there be any discrepancy between the two versions, the latest Chinese version registered with the corporate registration authority prescribed by the stateshall prevail.

After the proposed amendments aforesaid, the existing articles of the Articles of Association are to be renumbered accordingly. The English version of the proposed amendments to the Articles of Association is an unofficial translation of its Chinese version. In case of any discrepancy between the two versions, the Chinese version shall prevail.

- 25 -

APPENDIX II PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF GENERAL MEETINGS

The details of the proposed amendments to the Rules of Procedure of General Meetings are as follows:

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURE OF GENERAL MEETINGS

Before Amendments	After Amendments
Article 5. General meetings shall be classified as	Article 5. General meetings shall be classified
annual general meetings and extraordinary general	as annual general meetings and extraordinary
meetings. The annual general meetings shall be	general meetings. The annual general meetings
convened once a year and shall be held within six	shall be convened once a year and shall be held
months after the end of the preceding accounting	within six months after the end of the preceding
year. Extraordinary general meetings which are	accounting year. Extraordinary general meetings
convened irregularly shall be convened within	which are convened irregularly shall be convened
2 months from the date upon the occurrence of	within 2 months from the date upon the occurrence
the circumstance specified in Article 101 of the	of the circumstance specified in Article 100of the
Company Law.	Company Law.
⋯⋯	⋯⋯
Article 16. If the Company convenes a general	Article 16. If the Company convenes an annual
meeting, a notice shall be served to shareholders	general meeting, a written notice shall be issued
whose names appear in the register of members	twenty (20) business daysbefore the meeting is
of the matters proposed to be considered and the	held; if the Company convenes an extraordinary
date and place of the meeting 45 days before the	general meeting, a written notice shall be servedto
meeting is held. The period of the issue of the	shareholders whose names appear in the register of
notice shall exclude the date of the meeting.	members of the matters proposed to be considered
	and the date and place of the meeting ten (10)
	business days or fifteen (15) days (whichever is
	longer) before the meeting is held.

- 26 -

APPENDIX II	PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF GENERAL MEETINGS
	Before Amendments		After Amendments
Article 18. Shareholders who intend to attend	Article 18. The period of the issue of the notice
the meeting shall serve the written reply slip to the
shall exclude the date of the meeting.
Company twenty (20) days prior to the date of the
meeting. The Company shall, based on the written
replies received twenty (20) days before the date
of the shareholders' general meeting from the
shareholders, calculate the number of voting shares
represented by the shareholders intend to attend
the meeting. If the number of shares carrying
voting rights represented by the shareholders
who intend to attend the meeting reaches one half
or more of the Company's total shares carrying
voting rights, the Company may hold the meeting;
otherwise, the Company shall within five (5) days
notify the shareholders, again by way of a public
announcement, of the matters to be considered
at, and the place and date for, the meeting. The
Company may then proceed to hold the meeting.
Article 21. Notice of a general meeting shall be	Article 21. Notice of a general meeting shall be
served on the shareholders (whether or not entitled	served on the shareholders (whether or not entitled
to vote at the meeting), by delivery or prepaid mail	to vote at the meeting), by delivery or prepaid mail
to the registered address of such shareholders.	to the registered address of such shareholders.
		Notice of general meeting can be delivered or
		provided in other means stated in Article 270 of
		the Articles of Association, subject to the laws
		and regulations and listing rules of the jurisdiction
		where the shares of the Company are listed.

- 27 -

APPENDIX II	PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF GENERAL MEETINGS
	Before Amendments	After Amendments
Article 22. For the holders of domestic shares,	Article 22. For the holders of domestic shares,
notice of the meetings may be issued by way of	notice of the meetings may be issued by way of
public notice published on the newspaper. The	public notice. The public notice shall be published
public notice shall be published in one or more	in one or more newspapers designated by the
newspapers designated by the securities authority	CSRC beforethe date of the meeting; after the
of the State Council within the interval between	publication of notice, the holders of domestic
forty-five (45) days and fifty (50) days before the	shares shall be deemed to have received notice of
date of the meeting; after the publication of notice,	the relevant shareholders' general meeting.
the holders of domestic shares shall be deemed to
have received notice of the relevant shareholders'
general meeting.
For the holders of foreign shares, the notice of	For the holders of foreign shares, the notice of
general meeting shall be carried out in accordance	general meeting shall be carried out in accordance
with the Hong Kong Stock Exchange.	with the Articles of Association.
		Where the laws and regulations and rules of the
		jurisdiction where the shares are listed have other
		provisions on the notice of general meeting, such
		provisions shall prevail.
Article 65.	The following matters shall be	Article 65. The following matters shall be
resolved by an ordinary resolution at a general	resolved by a special resolution at the general
meeting:		meeting:
(1) increase or reduction of the share capital and	(1) increase or reduction of the share capital
issue of shares of any class, options or other	and issue of shares of any class, options or
similar securities;	other similar securities; repurchase of shares
		of the Company due to the reduction of its
		registered capital;
⋯⋯		⋯⋯

- 28 -

APPENDIX II PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF GENERAL MEETINGS

	Before Amendments		After Amendments
Article 78.	Article 78.
⋯⋯		⋯⋯
The meaning of "interested shareholder(s)" as	The meaning of "interested shareholder(s)" as
mentioned in the preceding paragraph is:	mentioned in the preceding paragraph is:
(1)	in the case of repurchase of shares by pro	(1)	in the case of repurchase of shares by pro
	rata offers to all shareholders or public		rata offers to all shareholders or public
	dealing on a stock exchange under Article		dealing on a stock exchange under Article
	38 of the Articles of Association of the		39 of the Articles of Association of the
	Company, an "interested shareholder"		Company, an "interested shareholder"
	refers to a controlling shareholder within		refers to a controlling shareholder within
	the meaning of Article 62 in the Articles of		the meaning of Article 63in the Articles of
	Association of the Company;		Association of the Company;
(2)	in the case of repurchase of the company's	(2)	in the case of repurchase of the company's
	own share by an off-market agreement under		own share by an off-market agreement under
	Article 38 of the Articles of Association of		Article 39 of the Articles of Association of
	the Company, "an interested shareholder"		the Company, "an interested shareholder"
	refers to the shareholder related to the		refers to the shareholder related to the
	agreement;		agreement;
⋯⋯		⋯⋯

- 29 -

APPENDIX II	PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF GENERAL MEETINGS
	Before Amendments	After Amendments
Article 79 .	A written notice convening a	Article 79. A written notice convening a class
class meeting shall be given 45 days before the	meeting shall refer to Article 16 herein regarding
meeting,to notify shareholders whose names appear	the time limit of the notice for convening the
in the register of shareholders of such class shares	general meeting,to notify shareholders whose
of the matters proposed to be considered and the	names appear in the register of shareholders of
date and place of the meeting. The shareholders	such class shares of the matters proposed to be
who intend to attend the meeting shall serve the	considered and the date and place of the meeting.
written reply to the Company twenty (20) days
prior to the date of the meeting.
If the number of shares carrying voting rights at	(Delete the second paragraph of the original text)
the meeting represented by the shareholders who
intend to attend the class meeting reaches one half
or more of all the shares carrying the rights to vote
at the class meeting, the Company may hold the
class meeting, if not, the company shall within five
(5) days notify the shareholders by public notice
of the matters to be transacted at, the date and the
place for the class meeting. The Company may
then hold the class meeting after such publication
of notice.
Article 86. These rules shall be implemented	Article 86. These rules shall be implemented
upon the approval of the general meeting,	upon the approval of the general meeting,
commencing from the issue and listings of A shares	commencing from the issue and listings of A
of the Company. These rules shall be interpreted	shares of the Company, amendments shall be
and amended by the board of directors of the	considered and approved by the general meeting of
Company.		the Company.These rules shall be interpreted by
		the board of directors of the Company.

After the proposed amendments aforesaid, the existing articles of the Rules of Procedure of General Meetings are to be renumbered accordingly. The English version of the proposed amendments to the Rules of Procedure of General Meetings is an unofficial translation of its Chinese version. In case of any discrepancy between the two versions, the Chinese version shall prevail.

- 30 -

NOTICE OF EGM

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the "EGM") of Sichuan Expressway Company Limited* (the "Company") will be held at 3:00 p.m. on 29 October 2020 (Thursday) at Room 420, 4th Floor, 252 Wuhouci Da Jie, Chengdu, Sichuan, the PRC for the purposes of considering and, if thought fit, passing (with or without modifications) the following resolutions.

Unless the context requires otherwise, capitalized terms used herein shall have the same meanings as those defined in the circular (the "Circular") dated 10 September 2020 containing the details in relation to the resolutions herein below.

ORDINARY RESOLUTIONS

"THAT:

1. To consider and approve the remuneration scheme of Mr. Li Wenhu as: he shall receive remuneration from the Company not due to the position as a Director but his position as the management in the Company, which shall be determined by the Board under the authorization of the general meeting in accordance with the relevant policies and the uniform standards of the Company, and after taking into consideration the opinion of the Remuneration and Appraisal Committee.
2. To consider and approve the proposed amendments to the Rules of Procedure of General Meetings of the Company set out in the circular of the Company dated 10 September 2020; and to authorize the Board to deal with, on behalf of the Company, all the relevant applications, approvals, registrations, filings and other relevant procedures and issues arising from the amendments to the Rules of Procedure of General Meetings of the Company and to make further amendments (if necessary) according to the requirements of relevant government or regulators."

- 31 -

NOTICE OF EGM

SPECIAL RESOLUTION

"THAT:

3. To consider and approve the proposed amendments to the Articles of Association of the Company set out in the circular of the Company dated 10 September 2020; and to authorize the Board to deal with, on behalf of the Company, all the relevant applications, approvals, registrations, filings and other relevant procedures and issues arising from the amendments to the Articles of Association of the Company and to make further amendments (if necessary) according to the requirements of relevant government or regulators."

By order of the Board

Sichuan Expressway Company Limited*

Zhang Yongnian

Company Secretary

Chengdu, Sichuan, the PRC

10 September 2020

Notes:

1. The register of members of H Shares will be closed from 29 September 2020 (Tuesday) to 29 October 2020 (Thursday), both days inclusive, during which period no transfer of H Shares will be effected. In order to qualify for attending the EGM, unregistered holders of H Shares shall ensure that all transfers 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, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on 28 September 2020 (Monday).
2. Any holder of H Shares who has registered on the register of members of H Shares before the close of business on 28 September 2020 (Monday) is entitled to attend the EGM after registration for the meeting. He/she is also entitled to appoint one or more proxies to attend and vote at the EGM on his/her behalf in accordance with the Articles of Association of the Company. A proxy need not be a Shareholder of the Company.
3. In order to be valid, the form of proxy of holders of H Shares and, if such form of proxy is signed by a person under a power of attorney or other authority on behalf of the principal, a notarially certified copy of that power of attorney or authority shall be deposited at the Company's H Share Registrar, 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 for holding the EGM (or any adjournment thereof) or 24 hours before the time appointed for the passing of the resolution(s).
4. Shareholders or their proxies should produce their identity documents when attending the EGM. Should a proxy be appointed, the proxy shall also present the form of proxy.
5. Pursuant to the Articles of Association of the Company and the Listing Rules, the Chairman of the EGM will demand a poll in relation to all the resolution(s) proposed at the EGM.

- 32 -

NOTICE OF EGM

1. Shareholders who intend to attend the EGM shall complete and lodge the reply slip for attending the EGM at the Company's legal address at 252 Wuhouci Da Jie, Chengdu, Sichuan Province, the PRC not later than 4:30 p.m. on 8 October 2020 (Thursday). The reply slip may be delivered to the Company by hand, by post or by fax (fax no.: (8628) 8553 0753).
2. The EGM is expected to last for less than one day. Shareholders or their proxies attending the EGM shall be responsible for their own traveling and accommodation expenses.

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

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