安徽皖通高速公路股份有限公司 ANHUI EXPRESSWAY COMPANY LIMITED (Incorporated in the People’S Republic of China with Limited Liability As a Joint Stock Company) (Stock Code: 995)

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安徽皖通高速公路股份有限公司 ANHUI EXPRESSWAY COMPANY LIMITED (incorporated in the People’s Republic of China with limited liability as a joint stock company) (Stock Code: 995)

ANNOUNCEMENT CONTINUING CONNECTED TRANSACTIONS: 2018-2020 EXPRESSWAY LARGE AND MEDIUM REPAIR AND MAINTENANCE WORKS DESIGN CONTRACTS

The Board announces that, on 5 January 2018, Xuanguang Company, the Company’s management offices in Hefei, Chuzhou, Tianchang, Gaojie and Xiao County and Ningxuanhang Company severally signed with ATCD the following 2018-2020 expressway large and medium repair and maintenance works design contracts (hereinafter collectively referred to as the “Design Contracts”):

Pursuant to the Design Contract I, Xuanguang Company engaged ATCD to provide design service in relation to large and medium repair and maintenance works for a total of 155.280km of expressway sections under the jurisdiction of Xuanguang Company, including the Xuanguang Section of Huyu Expressway, the Xuancheng Section of Tongnanxuan Expressway, the Liguang Section of Lining Expressway, etc.;

Pursuant to the Design Contract II, the Company’s management office in Hefei engaged ATCD to provide design service in relation to large and medium repair and maintenance works for a total of 85.197km of expressway sections under the jurisdiction of the management office in Hefei, including the South Ring Section of Hefei Belt Expressway; the Hening Section of Hushaan Expressway and the Xiaofang Section of Jingtai Expressway;

Pursuant to the Design Contract III, the Company’s management office in Chuzhou engaged ATCD to provide design service in relation to large and medium repair and maintenance works for a total of 97.509km of expressway sections under the jurisdiction of the management office in Chuzhou, including the Hening Section of Hushaan Expressway and the Chuma Section of Tianqian Expressway;

—1— Pursuant to the Design Contract IV, the Company’s management office in Tianchang engaged ATCD to provide design service in relation to large and medium repair and maintenance works for a total of 43.897km of expressway and grade-I highway sections under the jurisdiction of the management office in Tianchang, including the Tianchang Section of Changshen Expressway and the Tianchang Section of G205 National Highway;

Pursuant to the Design Contract V, the Company’s management office in Gaojie engaged ATCD to provide design service in relation to large and medium repair and maintenance works for a total of 305.767km of expressway sections under the jurisdiction of the management office in Gaojie, including the Gaojie Section of Huyu Expressway; the Yuexi-Wangdong Bridge Section of Jiguang Expressway and the Anhui Section of Yuewu Expressway, etc.;

Pursuant to the Design Contract VI, the Company’s management office in Xiao County engaged ATCD to provide design service in relation to large and medium repair and maintenance works for a total of 93.478km of expressway sections under the jurisdiction of the management office in Xiao County, including the Anhui-Jiangsu Border Zhuxuzi Interchange Section of Jingtai Expressway, the Anhui Section of Lianhuo Expressway, the Dangshan Section of Jidang Expressway and the Dangshan Section of Dangqi Expressway, and design service in relation to the expansion project of Xiao County East Toll Station;

Pursuant to the Design Contract VII, Ningxuanhang Company engaged ATCD to provide design service in relation to large and medium repair and maintenance works for a total of 185.689km of expressway sections under the jurisdiction of Ningxuanhang Company, including the Xuanning and Ningqian Sections of Ningxuanhang Expressway, the Ningji and Jihuang Sections of Lihuang Expressway.

Anhui Transportation Group is currently holding approximately 31.63% of the Company’s issued shares, and is the controlling shareholder and a connected person (as defined in the Listing Rules) of the Company. ATCD is a subsidiary of Anhui Transportation Group. Under Chapter 14A of the Listing Rules, ATCD is an associate of Anhui Transportation Group and is also a connected person of the Company. The Company currently holds 55.47% and 51% equity interest in Xuanguang Company and Ningxuanhang Company, respectively. Accordingly, the transactions contemplated under the Design and Inspection Contracts constitute continuing connected transactions.

As the continuing connected transactions contemplated under the Design Contracts are conducted with the same connected person (i.e. ATCD), they may be aggregated in accordance with the requirements under Rule 14A.83 of the Listing Rules.

—2— As the highest applicable aggregated Percentage Ratio in respect of the continuing connected transactions under the Design Contracts is more than 0.1% but less than 5%, on an annual basis and the transactions are conducted on normal commercial terms, they are exempted from the independent shareholders’ approval requirement, but shall be subject to the announcement, annual reporting and annual review requirements under the Listing Rules.

(1) Design Contract I

Date

5 January 2018

Parties to Contract

(1) Xuanguang Company;

(2) ATCD.

Contract Matters

Service Term

The service term under the Design Contract I is from the year of 2018 to the year of 2020.

Fees

The total of the fees under the Design Contract I is RMB 2,022,100.

Basis for Service Fees and Payment terms

The service fees are the successful bid prices submitted by ATCD in the tender for the provision of services under the Design Contracts. To ensure that the prices are in line with normal commercial terms, the Design Contracts shall be awarded to service provider(s) selected by way of open tender. Not less than 3 service providers participated in the tender and the tender procedures complied with the relevant local regulations. Factors that the Company has taken into consideration during the tender

—3— process include: (i) the terms of tender proposals offered by the participating bidders, including the tender prices and their responses to the tender terms; (ii) the backgrounds, qualifications and financial position of the participating bidders; (iii) the expected workload; (iv) the financial budget for the relevant services; and (v) the past tender contract prices and the charging standards prescribed by the national laws and regulations and the price ceiling set by the Company.

As at the date of this announcement, the Company and its subsidiaries have not paid any service fees for the services under the Design Contract I. The service fees shall be paid to ATCD from the internal funds of the Company and its subsidiaries by 31 December every year. Among these, quality bonds of the design fees shall be 5% of actual settlements. Within 28 days upon completion of repair and maintenance works, the remaining quality bonds shall be paid net of corresponding default fees.

(2) Design Contract II

Save for the following amendments, other major terms of the Design Contract II are in line with those contained in the Design Contract I:

• The party to the contract has changed from Xuanguang Company to the Company’s management office in Hefei;

• The Company’s management office in Hefei engaged ATCD to provide design service in relation to large and medium repair and maintenance works for a total of 85.197km of expressway sections under the jurisdiction of the management office in Hefei, including the South Ring Section of Hefei Belt Expressway; the Hening Section of Hushaan Expressway and the Xiaofang Section of Jingtai Expressway;

• The total of the fees is RMB295,650.

(3) Design Contract III

Save for the following amendments, other major terms of the Design Contract III are in line with those contained in the Design Contract I:

• The party to the contract has changed from Xuanguang Company to the Company’s management office in Chuzhou;

—4— • The Company’s management office in Chuzhou engaged ATCD to provide design service in relation to large and medium repair and maintenance works for a total of 97.509km of expressway sections under the jurisdiction of the management office in Chuzhou, including the Hening Section of Hushaan Expressway and the Chuma Section of Tianqian Expressway;

• The total of the fees is RMB 529,250.

(4) Design Contract IV

Save for the following amendments, other major terms of the Design Contract IV are in line with those contained in the Design Contract I:

• The party to the contract has changed from Xuanguang Company to the Company’s management office in Tianchang;

• The Company’s management office in Tianchang engaged ATCD to provide design service in relation to large and medium repair and maintenance works for a total of 43.897km of expressway and grade-I highway sections under the jurisdiction of the management office in Tianchang, including the Tianchang Section of Changshen Expressway and the Tianchang Section of G205 National Highway;

• The total of the fees is RMB 693,500.

(5) Design Contract V

Save for the following amendments, other major terms of the Design Contract V are in line with those contained in the Design Contract I:

• The party to the contract has changed from Xuanguang Company to the Company’s management office in Gaojie;

• The Company’s management office in Gaojie engaged ATCD to provide design service in relation to large and medium repair and maintenance works for a total of 305.767km of expressway sections under the jurisdiction of the management office in Gaojie, including the Gaojie Section of Huyu Expressway; the Yuexi-Wangdong Bridge Section of Jiguang Expressway and the Anhui Section of Yuewu Expressway, etc.;

• The total of the fees is RMB 2,715,600.

—5— (6) Design Contract VI

Save for the following amendments, other major terms of the Design Contract VI are in line with those contained in the Design Contract I:

• The party to the contract has changed from Xuanguang Company to the Company’s management office in Xiao County;

• The Company’s management office in Xiao County engaged ATCD to provide design service in relation to large and medium repair and maintenance works for a total of 93.478km of expressway sections under the jurisdiction of the management office in Xiao County, including the Anhui-Jiangsu Border Zhuxuzi Interchange Section of Jingtai Expressway, the Anhui Section of Lianhuo Expressway, the Dangshan Section of Jidang Expressway and the Dangshan Section of Dangqi Expressway, and design service in relation to the expansion project of Xiao County East Toll Station;

• The total of the fees is RMB 3,082,070.

(7) Design Contract VII

Save for the following amendments, other major terms of the Design Contract VII are in line with those contained in the Design Contract I:

• The party to the contract has changed from Xuanguang Company to Ningxuanhang Company;

• Ningxuanhang Company engaged ATCD to provide design service in relation to large and medium repair and maintenance works for a total of 185.689km of expressway sections under the jurisdiction of Ningxuanhang Company, including the Xuanning and Ningqian Sections of Ningxuanhang Expressway, the Ningji and Jihuang Sections of Lihuang Expressway.

• The total of the fees is RMB 1,435,180.

—6— Annual Caps

The maximum annual total values (i.e. the Annual Caps) for the Design Contracts for the year 2018-2020 are as follows:

Annual Cap for Annual Cap for Annual Cap for the year ending the year ending the year ending 31 December 31 December 31 December 2018 2019 2020 (RMB) (RMB) (RMB)

Design Contract I 674,033.33 674,033.33 674,033.33 Design Contract II 98,550 98,550 98,550 Design Contract III 176,416.67 176,416.67 176,416.67 Design Contract IV 231,166.67 231,166.67 231,166.67 Design Contract V 905,200 905,200 905,200 Design Contract VI 817,356.67 1,447,356.67 817,356.67 Design Contract VII 478,393.33 478,393.33 478,393.33 Total 3,381,116.67 4,011,116.67 3,381,116.67

The above Annual Caps are determined with references to factors including (1) the expected workload; (2) the total contract amount; and (3) the expected payment schedule.

Reasons for and benefits of the transactions

The continuing connected transactions conducted by ATCD under the Design Contracts are work that must be carried out by the Company and its subsidiaries during daily operations. The Design Contracts had undergone open tender and were entered into as a result of the successful bid by ATCD. In the bidding process, the Company and its subsidiaries have considered the aforementioned factors in this announcement and the qualifications of ATCD, and decided to accept the tender of ATCD and entrust it to provide design services for the aforesaid large and medium repair and maintenance works.

Implications under the Listing Rules

Anhui Transportation Group is currently holding approximately 31.63% of the Company’s issued shares, and is the controlling shareholder and a connected person (as defined in the Listing Rules) of the Company. ATCD is a subsidiary of Anhui Transportation Group. Under Chapter 14A of the Listing Rules, ATCD is an associate of Anhui Transportation Group and is also a connected person of the Company. The Company currently holds 55.47% and 51% equity interest in Xuanguang Company and Ningxuanhang Company respectively. Accordingly, the transactions under the Design Contracts constitute continuing connected transactions.

—7— As the continuing connected transactions contemplated under the Design Contracts are conducted with the same connected person (i.e. ATCD), they may be aggregated in accordance with the requirements under Rule 14A.83 of the Listing Rules.

As the highest applicable aggregated percentage ratio in respect of the continuing connected transactions under the Design Contracts on an annual basis is more than 0.1% but less than 5%, and the transactions are conducted on normal commercial terms, they are exempted from the independent shareholders’ approval requirement, but shall be subject to the announcement, annual reporting and annual review requirements under the Listing Rules.

Confirmation of the Board

The Board has considered and approved the resolution on the Design Contracts. Qiao Chuanfu, Chen Dafeng, Xu Zhen and Xie Xinyu who are the directors of the Company are also directors or senior executives of Anhui Transportation Group or its controlling subsidiaries. Therefore, Qiao Chuanfu, Chen Dafeng, Xu Zhen and Xie Xinyu are deemed to be interested in the Design Contracts and have abstained from voting on the Board resolution on the Design Contracts in accordance with the Listing Rules. Save as disclosed above, none of the directors is materially interested in the Design Contracts, nor does any director is required to abstain from voting on the relevant board resolution.

The Board (including independent non-executive directors) considers that the transactions under the Design Contracts are (i) fair and reasonable; (ii) conducted on normal commercial terms or better terms in the ordinary course of business of the Group; and (iii) in the interests of the Company and its shareholders as a whole.

Information of relevant parties

The Company and its subsidiaries, Xuanguang Company and Ningxuanhang Company, are principally engaged in the holding, operation and development of toll expressways and highways within and outside Anhui Province.

ATCD is mainly engaged in planning, investigation, design, consulting, testing, supervision, bidding agency, project management of highway, bridge, tunnel, geotechical engineering, construction, traffic engineering, civil engineering; engineering technology and materials research and development, promotion and application in relation to traffic engineering, maintenance, information technology, road materials recycling, road ecological and geological disaster prevention and control; contracting operation for projects; graphic production.

—8— Definitions

In this announcement, unless the context otherwise requires, the following terms have the following meanings:

“Anhui Transportation Anhui Transportation Holding Group Company Group” Limited* (安徽省交通控股集團有限公司), formerly known as Anhui Expressway Holding Group Company Limited* (安徽省高速公路控股集團有限公司)

“Annual Cap(s)” the maximum aggregate annual value(s) for the continuing connected transactions under the Design Contracts

“associate(s)” has the meaning ascribed to it under the Listing Rules

“ATCD” Anhui Transport Consulting & Design Institute Co., Ltd.* (安徽省交通規劃設計研究總院股份有限公司), a joint stock limited liability company incorporated in the PRC with ordinary shares denominated in RMB listed on the Shanghai Stock Exchange in the PRC

“Board” the board of directors of the Company

“Company” Anhui Expressway Company Limited, a joint stock limited company incorporated in the PRC, the overseas listed shares of which are listed on the Stock Exchange, and the domestic ordinary shares of which are listed on the Shanghai Stock Exchange in the PRC

“connected person(s)” has the meaning ascribed to it under the Listing Rules

“Group” the Company and its subsidiaries

“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

“Ningxuanhang Anhui Ningxuanhang Expressway Investment Company Company” Limited* (安徽寧宣杭高速公路投資有限公司), a company in which the Company, Xuancheng Transportation Investment Company Limited* (宣城市交通投資有限公司) and Anhai Transportation Group hold 51%, 10% and 39% equity interest respectively, and a connected subsidiary of the Company under Chapter 14A of the Listing Rules

—9— “Percentage Ratio(s)” the percentage ratio(s) (other than the profits ratio and the equity capital ratio) under Rule 14.07 of the Listing Rules

“PRC” the People’s Republic of China and for the sole purpose of this announcement only, shall exclude Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan

“RMB” Renminbi, the lawful currency of the PRC

“Stock Exchange” The Stock Exchange of Hong Kong Limited

“Xuanguang Company” Xuanguang Expressway Company Limited* (宣廣高速公路有限責任公司), a company incorporated under laws of the PRC in which the Company and Xuancheng Transportation Investment Company Limited* (宣城市交通投資有限公司) hold 55.47% and 44.53% equity interest respectively

“%” percentage By Order of the Board Anhui Expressway Company Limited Xie Xinyu Company Secretary

Hefei, Anhui, the PRC 8 January 2018

As at the date of this announcement, the board of directors of the Company comprises: Qiao Chuanfu (chairman), Chen Dafeng, Xu Zhen and Xie Xinyu as executive directors, Yang Xudong and Du Jian as non-executive directors, and Kong Yat Fan, Jiang Jun and Liu Hao as independent non-executive directors.

This announcement is originally prepared in Chinese. If there is any discrepancy between the Chinese and English versions, the Chinese version shall prevail.

* Translation for identification purpose only

—10—