ANHUI EXPRESSWAY COMPANY LIMITED App.1A.1 (A Joint Stock Limited Company Incorporated in the People’S Republic of China with Limited Liability) App.1A 5

IMPORTANT If you are in any doubt about this prospectus, you should consult your stockbroker, bank manager, solicitor, professional accountant or other professional S38(1A) adviser. A copy of this prospectus, having attached thereto the documents specified in the section headed “Documents delivered to the Registrar of Companies in Hong Kong” in appendix X, has been registered by the Registrar of Companies in Hong Kong as required by section 342C of the Companies Ordinance of Hong S342C Kong. The Registrar of Companies in Hong Kong takes no responsibility for the contents of this prospectus or any of the documents referred to above. The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) and Hong Kong Securities Clearing Company Limited (“Hongkong Clearing”) take no responsibility for the contents of this prospectus, 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 prospectus. ANHUI EXPRESSWAY COMPANY LIMITED App.1A.1 (a joint stock limited company incorporated in the People’s Republic of China with limited liability) App.1A 5 Placing and New Issue of 493,010,000 H Shares of nominal value RMB1.00 each, App.1A at an issue price of RMB1.89 per H Share 15(2)(a)(c)(d) payableinfullonapplication 3rd Sch at HK$1.77 per H Share App.1Apara 9 15(2)(h) Sponsors and Lead Underwriters CEF Capital Limited The CEF Group Crosby Capital Markets (Asia) Limited Co-Underwriters DBS Asia Capital Limited Peregrine Capital Limited J&A Securities (Hong Kong) Limited Shanghai International Capital (H.K.) Limited Wheelock NatWest Securities Limited Seapower Securities Limited Amsteel Securities (H.K.) Limited China Southern Corporate Finance Ltd. Grand National Finance Ltd. PRC financial advisers Anhui International Trust and Investment Corporation The Company is incorporated, and its businesses are conducted, in the PRC. Potential investors in the Company should be aware of the App.1A.63 difference in the legal, economic and financial systems between the PRC and Hong Kong and the different risk factors involved in investing in companies established and incorporated and which operate in the PRC. The attention of potential investors is drawn to the section headed “Risk factors”in this prospectus. Potential investors should also be aware that the companies and securities regulatory framework in the PRC to which the Company is subject is different from the regulatory framework in Hong Kong. Potential investors should also take into consideration the different market nature of the shares of the Company.Certain of such differences and risk factors are set out in appendix VIII and in the section headed “Risk factors” respectively. Application has been made to the Stock Exchange for the listing of, and permission to deal in, the H Shares being offered pursuant to the H Share Offer. The procedure for application for H Shares under the New Issue is set out at the end of this prospectus. The attention of potential investors and of nominees who wish to submit separate applications on behalf of different beneficial owners is drawn to the section headed “Procedure for application”set out at the end of this prospectus relating to multiple applications. It should be noted that under the Listing Rules, multiple or suspected multiple applications and any application by one applicant for more than 100 per cent. of the New Issue Shares will be rejected. The application lists for the H Shares now being offered pursuant to the New Issue will open at 11.45 a.m. on Tuesday, 5th November, 1996 and will close 3rd Sch at 12.00 noon on the same day (subject to the conditions set out in the section headed “Procedure for application” in this prospectus). Para 8 In connection with the H Share Offer, Crosby may over-allocate or effect transactions which stabilise or maintain the market price of the H Shares at a App.1A level which might not otherwise prevail. Such stabilising may be effected in all jurisdictions where it is permissible to do so, in each case in compliance 15(2)(f) with all applicable laws and regulatory requirements and, if commenced, may be discontinued at any time. In Hong Kong, such stabilisation activities on the Stock Exchange are restricted to cases where Underwriters genuinely purchase shares in the secondary market effected solely for the purposes of covering over-allotment in the offering. The relevant provisions of the Securities Ordinance (Chapter 333 of the Laws of Hong Kong) prohibit market manipulation in the form of pegging or stabilising the price of securities in certain circumstances. The number of H Shares being offered under the H Share Offer may be increased to up to an aggregate of 542,310,000 H Shares through the exercise of the Over-allotment Option. Further details are set out in the section headed “The H Share Offer” in this prospectus. Subject to the granting of the listing of, and permission to deal in, the H Shares on the Stock Exchange, the H Shares will be accepted as eligible securities App.1A by Hongkong Clearing for deposit, clearance and settlement in the CCASS with effect from the commencement date of dealings in the H Shares on the 14(2) Stock Exchange or such other date as determined by Hongkong Clearing. All activities under CCASS are subject to the General Rules of CCASS and the CCASS Operational Procedures in effect from time to time. 31st October, 1996 S342(1) CONTENTS Page Summary ............................................................... 1 Expected timetable ...................................................... 4 Risk factors ............................................................. 5 Definitions ............................................................. 13 Preliminary ............................................................. 18 The H Share Offer ....................................................... 21 Conditions of the H Share Offer ........................................... 25 Share capital ............................................................ 26 Indebtedness ........................................................... 27 Liquidity, financial resources and capital structure ......................... 27 Directors and Supervisors ................................................ 28 Corporate information and parties involved in the H Share Offer ............. 30 Background information ................................................. 33 Particulars of the Company Introduction .......................................................... 48 Description of Hening Expressway and Tianchang section of Highway 205 ....... 48 Toll rates, concession period and traffic flow forecast ........................ 55 Operations and maintenace and existing toll collection system ................. 61 Proposed toll collection systems ......................................... 65 Competition .......................................................... 67 Trading record ....................................................... 69 Directors, Supervisors, senior management and employees .................... 71 Property ............................................................. 74 Relationship with AEHC and AEAB ........................................ 74 The Reorganisation .................................................... 77 Profit forecast and dividends ............................................ 79 Future plans and prospects ............................................. 81 Workingcapital....................................................... 82 Distributable reserves ................................................. 82 Use of proceeds ...................................................... 83 Adjusted net tangible assets ............................................ 84 — i — CONTENTS Page Appendix I — Accountants’ report ..................................... 85 Appendix II — Property valuation ...................................... 97 Appendix III — Letter from the traffic forecast consultant ................. 105 Appendix IV — Letter from the operation review consultant ............... 112 Appendix V — Letter from the toll system review consultant ............. 116 Appendix VI — Profit forecast ......................................... 119 Appendix VII — Overview of the PRC and of Anhui province ............... 122 Appendix VIII — Summary of relevant PRC and Hong Kong laws and regulations ........................................... 127 Appendix IX — Summary of the Articles of Association ................... 169 Appendix X — Statutory and general information ........................ 200 Prospectuses and application forms ....................................... 208 Procedure for application ................................................ 210 — ii — SUMMARY The following information is derived from, and should be read in conjunction with, the full text of this prospectus. BUSINESS The Company is principally engaged in the holding, operation and development of toll App.1A 28(1)(a) roads of Class 1 vehicular highway standard or above in Anhui province of the PRC. The 3rd Sch Company may also engage in the holding, operation and development of toll roads outside para 1 Anhui province. At present, the Company holds and operates Hening Expressway and, pursuant to the Acquisition Agreement, has conditionally agreed to acquire Tianchang section of Rule 19A38 Highway 205 on completion of its construction, for a fixed consideration of RMB210 million (approximately

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