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Annual Report by Directors 189 and Senior Management

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Annual Report by Directors 189 and Senior Management CONTENTS Important Notice 2 Section I Notes and Major Risk Notice 3 Section II Corporate Profile 5 Section III Accounting Data and Business Highlights 10 Section IV Chairman’s Statement 15 Section V Report of the Board of Directors 21 Section VI Management Discussion and Analysis 44 Section VII Major Events 45 Section VIII Change of Share Capital and Shareholders 57 Section IX Directors, Supervisors, Senior Management and Staff 65 Section X Corporate Governance Structure and 78 Governance Report Section XI Report of the Supervisory Committee 96 Section XII Documents Available for Inspection 98 Section XIII Consolidated Financial Statements 99 The written confirmation opinion on the annual report by Directors 189 and Senior Management Appendix — Profile of highways 190 — Vehicles classification and toll rates 192 — Toll rates applicable to goods vehicles with reference to their weight 193 — Map of national trunk highways 195 — Map of the highways network of Anhui Province 196 2 Important Notice 1. The Board of the Directors, the Supervisory Committee and the Directors, Supervisors and the Senior Management of Anhui Expressway Company Limited hereby warrant that there are no false accounts, misleading statements or significant omissions of information contained in this report, and jointly and individually accept responsibility as to the truthfulness, accuracy and completeness of its contents. 2. All the directors attended the Board meetings. 3. The unaudited financial statements were prepared in accordance with the PRC and Hong Kong Accounting Standards and were reviewed by the Audit Committee of the Company. 4. Mr. Zhou Renqiang, Chairman, Mr. Xie Xinyu, Deputy General Manager and Ms. Liang Bing, manager of the Financial Department of the Company hereby confirm that the financial statements contained in the Annual Report are true and complete. The Audit Committee of the Company reviewed the financial accounts. 5. The 2012 profit appropriation plan or transfers of share capital from capital reserves plan approved by the Board of Directors: the total amount of statutory surplus reserve has reached above 50 percent of the total shares, thus it won’t be extracted this year. The Company’s net profit as shown on the 2012 financial statements prepared in accordance with the PRC Accounting Standards was RMB 749,299 thousand. The Company’s net profit as shown on the 2012 financial statements prepared in accordance with the Hong Kong Accounting Standards was RMB 728,712 thousand. Consequently, the profit attributable to shareholders was RMB 749,299 thousand and RMB 728,712 thousand in accordance with the PRC Accounting Standards and the Hong Kong Accounting Standards respectively. Pursuant to relevant regulations of the State, the profit attributable to shareholders should be the lower of that calculated in accordance with the PRC Accounting Standards and the Hong Kong Accounting Standards. Accordingly, the 2012 profit was RMB 728,712 thousand. The Board of the Company recommended the payment of a final dividend of RMB 331,722 thousand on the basis of RMB 2.0 for every 10 shares (tax included) based on the total share capital outstanding at the end of 2012 of 1,658,610,000 shares. In 2012 no transfers of share capital from capital reserves were involved. 6. The major risks have been concretely described in the report and please check them in Section V Report of the Board of Directors. The related future plan, development strategy and other forward-looking descriptions are not commited to the investors. The investors should do rational investment and pay attention to the investment risk. 7. If there were extraordinary use of funds by the controlling shareholder and its related parties? No 8. If there was offering for security in violation of specified procedure? No ANHUI EXPRESSWAY COMPANY LIMITED Section I Notes and Major Risk Notice 3 I. Notes In this report, except for the other meaning as the context referred to, the words have the meaning as followed: “The Company”, Means Anhui Expressway Company Limited ”Company” “The Group” Means The Company, its subsidiaries and associated companies “AEHC” Means Anhui Expressway Holding Group Company Limited (formerly known as Anhui Expressway Holding Corporation), the two companies are the same enterprise legal person “SSE” Means Shanghai Stock Exchange “SEHK” Means The Stock Exchange of Hong Kong Ltd. “Hua Jian Center”, Means China Merchants Hua Jian Highway Investment Company Limited “China Merchants (Formerly known as Hua Jian Transportation Economy Development Hua Jian” Center) “Xuanguang Company” Means Xuanguang Expressway Company Limited “Expressway Media” Means Anhui Expressway Media Company Limited “Xin’an Financial” Means Anhui Xin’an Financial Group Co., LTD “Xuancheng Means Xuancheng Transportation Investment Company Limited (Formerly Transportation known as Xuancheng Highway Construction Management Company Investment” Limited) “Anlian Company” Means Anhui Anlian Expressway Company Limited “Ningxuanhang Means Anhui Ningxuanhang Expressway Investment Company Limited Company” “Xuancheng Means Xuancheng City Transportation and Construction Investment Transportation and Company Limited Construction” “Yida Company” Means Anhui Provincial Yida Expressway Service Area Operating Management Company Limited “Fuzhou Expressway” Means Anhui Provincial Fuzhou Expressway Company Limited “Highway Engineering Means Anhui Province First Class Highway Engineering Supervision Supervision Company Limited Company” 2012 Annual Report 4 Section I Notes and Major Risk Notice “Bangning Property” Means Hefei City Bangning Property Management Company Limited “Inspection and Means Anhui Provincial Expressway Experiment Inspection and Scientific Scientific Research Research Center Center” “Xiandai Means Anhui Provincial Xiandai Transportation Facilities Project Company Transportation” Limited “Expressway Means Anhui Expressway petrochemical Co., LTD Petrochemical” “Guangci Company” Means Xuancheng City Guangci Expressway limited liability company “Wan Tong Pawn” Means Hefei Wantong Pawnbroker Company Limited “Wan Tong Means Hefei Wantong MicroCredit Company Limited MicroCredit” “Huatai Group” Means Hefei City Huatai Group Corporation Limited “Xin Tongji Inspection” Means Anhui Xin Tongji Road Construction Experiment Inspection Company Limited “Expressway Means Anhui Provincial Expressway Investment Company Limited Investment” II. Major Risk Notice The major risks have been concretely described in the report and please check them in Section V Report of the Board of Directors which illustrates the possible risk factors related to the discussion and analysis in the future development of the company and the measures. ANHUI EXPRESSWAY COMPANY LIMITED Section II Corporate Profile 5 1. Company Information Official Chinese name of the Company: 安徽皖通高速公路股份有限公司 English name of the Company: Anhui Expressway Company Limited Abbreviation (in Chinese): 皖通高速 (in English): Anhui Expressway Legal representative of the Company: Zhou Renqiang 2. Contact Details Secretary to the Board of the Company Representative of Securities Affairs Name Xie Xinyu Han Rong, Ding Yu Contact address 520 Wangjiang West Road, 520 Wangjiang West Road, Hefei, Anhui, the PRC Hefei, Anhui, the PRC Telephone 0551-65338681 0551-65338697, 63738923, 63738989, 63738922 Fax 0551-65338696 0551-65338696 Email Address [email protected] [email protected] 3. Basic Information Introduction Registered address of the Company 520 Wangjiang West Road, Hefei, Anhui, the PRC Postal code of registered address 230088 Office address of the Company 520 Wangjiang West Road, Hefei, Anhui, the PRC Postal code of office address 230088 Website of the Company http://www.anhui-expressway.net E-mail address of the Company [email protected] 2012 Annual Report 6 Section II Corporate Profile 4. Information Disclosure and Addresses for Keeping Report Newspapers designated for publishing report China Securities Post, Shanghai Securities Post Websites designated for disclosure of http://www.sse.com.cn annual report assigned by CSRC http://www.hkex.com.hk http://www.anhui-expressway.net Addresses designated for keeping Shanghai Stock Exchange, 528 Pudong South Road, annual report Shanghai Hong Kong Registrars Limited, 46th Floor, Hopewell Center, 183 Queen’s Road East, Hong Kong Company’s head office at 520 Wangjiang West Road, Hefei, Anhui, the PRC 5. Company Stock Information Company Stock Information Stock Stock Stock Abbreviations Stock Category Exchange Abbreviations Stock Code altered before A Shares Shanghai Wantong 600012 — Stock Exchange Expressway H Shares The Stock Anhui 0995 — Exchange of Expressway Hong Kong Limited 6. The Alteration of Registeration during the Reporting Period (1) Basic Information The Registration Date of Last Time 20/07/2010 The Registration Address of Last Time 520 Wangjiang West Road, Hefei, Anhui, the PRC Enterprise Corporation Management 340000400002623(1-1) License Registration Number Tax Registration Number 340104148973087 Organization Code Certificate 14897308-7 The registered information has not been altered during the reporting period. ANHUI EXPRESSWAY COMPANY LIMITED Section II Corporate Profile 7 (2) The related inquired contents of the first registration information Please check the first registration information in the 2002 year annual report of the company. (3) The altered information of the main business since the company is listed The Company is principally engaged in the operation and management of toll expressways
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