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Chengdu Expressway Co., Ltd. 成都高速公路股份有限公司 (A Joint Stock Company Incorporated in the People’S Republic of China with Limited Liability) (Stock Code: 01785)

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Chengdu Expressway Co., Ltd. 成都高速公路股份有限公司 (A Joint Stock Company Incorporated in the People’S Republic of China with Limited Liability) (Stock Code: 01785) THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any 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 accountants or other professional adviser. If you have sold or transferred all your shares in Chengdu Expressway Co., Ltd., you should at once hand this circular and the revised form of proxy and reply slip to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale was effected for 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. Chengdu Expressway Co., Ltd. 成都高速公路股份有限公司 (a joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 01785) MAJOR TRANSACTION AND CONNECTED TRANSACTION ACQUISITION OF 51% EQUITY INTERESTS IN CHENGMING COMPANY Financial Adviser to the Company Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders A letter from the Board is set out on page 5 to page 30 of this circular. A letter from the Independent Board Committee, containing its advice to the Independent Shareholders is set out on page 31 to page 32 of this circular. A letter from the Independent Financial Adviser, Octal Capital, containing its advice to the Independent Board Committee and the Independent Shareholders is set out on page 33 to page 62 of this circular. The EGM of the Company will be held at the meeting room of Chengdu Expressway Co., Ltd., 9th Floor, Chengnan Tianfu Building, No. 66 Shenghe 1st Road, High-Tech Zone, Chengdu, Sichuan Province, the People’s Republic of China at 10:00 a.m. on Monday, 16 December 2019. The notice of the EGM and the form of proxy (the “Original Form of Proxy”) and reply slip for use at the EGM have been despatched by the Company on Friday, 1 November 2019. The revised form of proxy for use at the EGM (the “Revised Form of Proxy”) is enclosed with this circular for your use. For holders of H Shares, if you have not yet lodged the Original Form of Proxy which was sent to you together with the notice with the Company’s H Share registrar and if you wish to appoint proxy/proxies to attend the EGM on your behalf, you are requested to lodge the Revised Form of Proxy, together with the notarised copy of the power of attorney or other document of authorisation (if any) under which it is signed with the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 24 hours prior to the time appointed for holding the EGM (or any adjournment thereof). In such case, the Original Form of Proxy should not be lodged with the Company’s H Share registrar. If you have already lodged the Original Form of Proxy with the Company’s H Share registrar, you should note that: if the Revised Form of Proxy is not lodged with the Company’s H Share registrar before the closing time as mentioned above or if it is incorrectly completed, the Original Form of Proxy will be treated as a valid form of proxy lodged by you if correctly completed. If you have lodged the Revised Form of Proxy with the Company’s H Share registrar before the closing time as mentioned above, the Revised Form of Proxy will revoke and supersede the Original Form of Proxy previously lodged by you provided that the Revised Form of Proxy is correctly completed. 29 November 2019 CONTENTS Page Definitions ................................................................ 1 Letter from the Board....................................................... 5 Letter from the Independent Board Committee .................................. 31 Letter from the Independent Financial Adviser .................................. 33 Appendix I Valuation Report on Chengming Company ........................ 63 Appendix II Traffic Study Report .......................................... 116 Appendix III Financial Information of the Group .............................. 137 Appendix IV-A Accountants’ Report of Chengming Company...................... 139 Appendix IV-B Management Discussion and Analysis of Chengming Company ........ 199 Appendix V Unaudited Pro Forma Financial Information of the Enlarged Group ... 203 Appendix VI Comfort Letters on Profit Forecast of Chengming Company .......... 212 Appendix VII General Information .......................................... 215 – i – DEFINITIONS In this circular, unless the context otherwise requires, the following terms shall have the following meanings: “Acquisition” the acquisition of 51% equity interests in Chengming Company by the Company from Chengdu Expressway Construction in accordance with the Equity Transfer Agreement “Annual Average Daily Traffic” the summation of the product of daily traffic volume and mileage of each section, and divided by the sum of the mileage “associate(s)” has the meaning ascribed thereto under the Listing Rules “average annual growth rate” [(Ending value/Starting value)^(1/years) – 1]*100% or “Compound Annual Growth Rate” “Board” the board of Directors of the Company “Chengdu Communications” Chengdu Communications Investment Group Co., Ltd. (成 都交通投資集團有限公司), a company established in the PRC with limited liability on 16 March 2007, which is one of the controlling shareholders of the Company “Chengdu Expressway” or Chengdu Expressway Co., Ltd. (成都高速公路股份有限 “Company” 公司), a joint stock company incorporated in the PRC with limited liability, the H Shares of which are listed and traded on the Stock Exchange “Chengdu Expressway Chengdu Expressway Construction and Development Co., Construction” Ltd. (成都高速公路建設開發有限公司), a company established in the PRC with limited liability on 25 June 1996, which is one of the controlling shareholders of the Company “Chengming Company” or China Hydropower Construction Group Sichuan Chengming “Target Company” Expressway Development Co., Ltd. (中國水電建設集團四 川成名高速公路發展有限公司), a company incorporated in the PRC with limited liability “China Securities China Securities (International) Corporate Finance Company (International)” or Limited, a corporation licensed to conduct type 1 (dealing in “Financial Adviser” securities) and type 6 (advising on corporate finance) regulated activities under the SFO, the financial adviser to the Company in respect of the Acquisition “Completion” completion of the Acquisition – 1 – DEFINITIONS “connected person(s)” has the meaning ascribed thereto under the Listing Rules “Concession Contract” the concession contract entered into among Chengming Company, Chengdu Municipal People’s Government and Ya’an Municipal People’s Government on 21 December 2007 “Consideration” consideration of the acquisition of 51% equity interests in Chengming Company, being RMB485,142,600, which shall be fully settled in cash “Director(s)” the director(s) of the Company “Domestic Share(s)” ordinary share(s) of the Company, with a nominal value of RMB1.00 each, which are subscribed for and paid up in Renminbi “EGM” the extraordinary general meeting of the Company to be held at the meeting room of Chengdu Expressway Co., Ltd., 9th Floor, Chengnan Tianfu Building, No. 66 Shenghe 1st Road, High-Tech Zone, Chengdu, Sichuan Province, the People’s Republic of China at 10:00 a.m. on Monday, 16 December 2019 “Enlarged Group” the Group as enlarged by Chengming Company upon Completion “Equity Transfer Agreement” the equity transfer agreement entered into between the Company and Chengdu Expressway Construction on 28 October 2019 “Group” the Company and its subsidiaries “H Share(s)” overseas listed foreign share(s) in the ordinary share capital of the Company with nominal value of RMB1.00 each, which are subscribed for and traded in Hong Kong dollars and are approved to be listed and traded on the Stock Exchange “Hong Kong dollars” or “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Independent Board Committee” the Independent Board Committee comprising all independent non-executive Directors, being Mr. Shu Wa Tung, Laurence, Mr. Ye Yong and Mr. Li Yuanfu, to advise the Independent Shareholders in respect of the Equity Transfer Agreement and the transactions contemplated thereunder – 2 – DEFINITIONS “Independent Financial Adviser” Octal Capital Limited, a corporation licensed to conduct type or “Octal Capital” 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities under the SFO and the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders “Independent Shareholders” the Shareholders other than Chengdu Communications and Chengdu Expressway Construction “Independent Third Party(ies)” third party(ies) independent of the Company and its connected persons “Independent Valuer” Tianyuan Appraisal Co., Ltd. (天源資產評估有限公司) “Latest Practicable Date” 22 November 2019, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “Non-competition Agreement” the non-competition agreement dated 29 June 2017 and entered
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