Shenzhen Expressway : Notice of the Second Extraordinary General Meeting 2020

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

SHENZHEN EXPRESSWAY COMPANY LIMITED

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

(Stock Code: 00548)

NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING 2020

Notice is hereby given that the Second Extraordinary General Meeting 2020 (the "EGM") of Shenzhen Expressway Company Limited (the "Company") will be held at the conference room of the Company at Podium Levels 2-4, Jiangsu Building, Yitian Road, Futian District, Shenzhen, the PRC at

10 a.m. on Tuesday, 29 September 2020 to consider and, if thought fit, pass the following resolutions:

SPECIAL RESOLUTION

1. To consider and approve the resolution in relation to the absorption and merger of certain wholly-owned subsidiaries, approve the absorption and merger of Shenzhen Airport-Heao Expressway (Eastern Section) Company Limited (深圳機荷高速公路東段有限公司) and Shenzhen Guangshen Coastal Expressway Investment Company Limited (深圳市廣深沿江高 速公路投資有限公司) by the Company, and authorise the Board or any Director(s) authorised by the Board to make amendment(s) to the absorption and merger proposal (such amendments shall not constitute substantive changes to the proposal), and to do all such further acts and things and sign the relevant documents on behalf of the Company which are necessary and appropriate for implementing the absorption and merger proposal.

ORDINARY RESOLUTION

2. To consider and approve the resolution in relation to the appointment of the Director of the eighth session of the board of directors of the Company: Mr. Chen Zhi Sheng be appointed as a Director of the eighth session of the board of directors of the Company with immediate effect and until 31 December 2020.

By Order of the Board

Hu Wei

Chairman

Shenzhen, the PRC, 14 August 2020

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Notes:

1. Eligibility for attending the EGM
   Shareholders of the Company whose names appear on the registers of shareholders of the Company at the close of business on 28 August 2020 shall have the right to attend the EGM after complying with the necessary registration procedures.
2. Registration procedures for attending the EGM
3. 1. Shareholders intending to attend the EGM should deliver to the Company, on or before 9 September 2020, either in person, by post or by fax, the reply slip (together with any required registration documents) for attending the EGM.
   2. Holders of H shares of the Company please note that the register of holders of H shares of the Company will be closed from 29 August 2020 to 29 September 2020 (both days inclusive), during which period no transfer of H shares of the Company will be registered. Holders of H shares of the Company who intend to attend the EGM must deliver their instruments of transfer together with the relevant share certificates to Hong Kong Registrars Limited, the registrar of H shares of the Company, at Shops 1712-16, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, at or before 4:30 p.m. on 28 August 2020.
4. Proxy
5. 1. Shareholders entitled to attend and vote at the EGM are entitled to appoint, in written form, one or more proxies (whether a shareholder or not) to attend and vote on his behalf.
   2. A proxy should be appointed by written instrument signed by the appointor or his attorney. If the written instrument is signed by the attorney of the appointor, the written authorisation or other authorisation documents of such attorney should be notarised. In order to be valid, for holders of A shares of the Company, the written authorisation or authorisation documents which have been notarised together with the completed proxy form must be delivered to the Company not less than 24 hours before the time of the holding of the EGM. In order to be valid, for holders of H shares of the Company, the above documents must be delivered to Hong Kong Registrars Limited, at Floor 17M, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, within the same period.
   3. Shareholder or his proxy should produce identity proof when attending the EGM.
6. Poll
   Pursuant to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Articles of Association of the Company, voting at the EGM on the resolutions set out in the notice of the EGM will be taken by poll.

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5. Other matters

1. The duration of the EGM is expected not to exceed one day. Shareholders or proxies who attend the EGM shall arrange for transport, food, accommodation and other relevant expenses at their own cost.
2. Address of Hong Kong Registrars Limited (for share transfer): Shops 1712-16, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong
3. Address of the Company:
   Podium Levels 2-4, Jiangsu Building, Yitian Road, Futian District, Shenzhen, PRC Postal code: 518026
   Tel.: [phone]
   Fax: [phone]

As at the date of this announcement, the Directors of the Company are Mr. HU Wei (Executive Director and Chairman of the Board), Mr. LIAO Xiang Wen (Executive Director and President), Mr. WEN Liang (Executive Director), Mr. WANG Zeng Jin (Executive Director), Ms. CHEN Yan (Non- executive Director), Mr. FAN Zhi Yong (Non-executive Director), Mr. CHEN Yuan Jun (Non- executive Director), Mr. CAI Shu Guang (Independent non-executive Director), Mr. WAN Siu Wah Wilson (Independent non-executive Director), Ms. CHEN Xiao Lu (Independent non-executive Director) and Mr. BAI Hua (Independent non-executive Director).

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