Hong Kong Exchanges and Clearing : ANNOUNCEMENT ON ORDINARY RELATED/CONTINUING CONNECTED TRANSACTIONS

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.

江 蘇 寧 滬 高 速 公 路 股 份 有 限 公 司

JIANGSU EXPRESSWAY COMPANY LIMITED

(Established in the People's Republic of China as a joint-stock limited company)

(Stock Code: 00177)

ANNOUNCEMENT ON ORDINARY RELATED/CONTINUING

CONNECTED TRANSACTIONS

The board of directors and all directors of the Company warrant that there are no false representations or misleading statements contained in, or material omissions from, this announcement, and jointly and severally accept responsibilities for the truthfulness, accuracy and completeness of its contents.

On 23 August 2019, the board of directors of the Company considered and approved the following ordinary related/continuing connected transactions, and entered into contracts in relation thereto:

1. Zhendan Company, a subsidiary of the Company, and Media Company entered into the Management Cooperation Agreement on entrusting the overall advertising business to Media Company for management. The term of the agreement shall commence on 1 January 2020 and end on 31 December 2022. Based on the estimated services to be provided in the coming three years, the contract sums for 2020, 2021 and 2022 between Zhendan Company and Media Company will be not more than RMB100,000, RMB200,000 and RMB200,000, respectively; and
2. Each of the Company and Zhendan Company entered into the Toll Collector Room Renovation Project Contract with Micro Video, with estimated contract amount totalling not more than RMB1.51 million and RMB150,000, respectively; each of Yangtze River Management Company, a wholly-owned subsidiary of the Company, and Guangjing Xicheng Company, a subsidiary of the Company, entered into the Office System Upgrade Contract with Micro Video, with estimated contract amount totalling not more than RMB190,000 and RMB110,000, respectively.

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The parties of the transactions are related persons of the Company and its subsidiaries, and such transactions constitute related transactions under Rule 10.1.3 of Chapter 10 of the Shanghai Listing Rules.

As Communications Holding, the controlling shareholder of the Company, holds more than 30% equity interest in Media Company and Micro Video, directly and/ or indirectly, Media Company and Micro Video are connected persons of the Company, and entering into the Management Cooperation Agreement, the Toll Collector Room Renovation Project Contracts and the Office System Upgrade Contracts as well as the transactions contemplated thereunder constitute continuing connected transactions of the Company under Rule 14A.07 of the Hong Kong Listing Rules.

As certain of the applicable percentage ratios under all contracts in relation to the management of advertising business entered into by the Company and all its subsidiaries with Media Company (including the Management Cooperation Agreement) exceed 0.1% but are less than 5%, such transactions are subject to the announcement requirement under Rule 14A.76(2)(a) of the Hong Kong Listing Rules but are exempted from approval by independent shareholders at the general meeting. As all applicable percentage ratios for the estimated total amounts under the aforesaid Toll Collector Room Renovation Project Contracts and the Office System Upgrade Contracts are less than 0.1%, such transactions are not subject to any disclosure requirements under Rule 14A.76 of the Hong Kong Listing Rules.

IMPORTANT NOTICE:

1. These related/connected transactions are not subject to approval by shareholders at general meeting.
2. The directors (including independent non-executive directors) of the Company are of the view that the two transactions are conducted in the ordinary and usual course of business of the Company on normal commercial terms with fair and reasonable transaction prices. The Company's income and profit are not dependent on such related/connected transactions and hence the independence of the Company as a listed company will not be impaired. They do not have any adverse impacts on the Company and will not impair the interests of the Company and non-related/connected shareholders, in particular those of the minority shareholders.
3. Other matters need to be brought to the attention of investors: Nil.

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1. BASIC INFORMATION ON ORDINARY RELATED/CONTINUING CONNECTED TRANSACTIONS
2. 1. Procedures for the consideration of ordinary related/continuing connected transactions
      On 23 August 2019, the board of directors of Jiangsu Expressway Company Limited (the "Company") considered and approved the following ordinary related/continuing connected transactions, and entered into contracts in relation thereto:
   2. 1. It was approved that Jiangsu Zhendan Expressway Company Limited ("Zhendan Company"), a subsidiary of the Company, and Jiangsu Communications & Culture Media Company Limited ("Media Company") entered into the management cooperation agreement on entrusting the overall advertising business to Media Company for management (the "Management Cooperation Agreement"). The term of the agreement shall commence on 1 January 2020 and end on 31 December 2022. Based on the estimated services to be provided in the coming three years, the contract sums for 2020, 2021 and 2022 between Zhendan Company and Media Company will be not more than RMB100,000, RMB200,000 and RMB200,000, respectively.
      2. It was approved that each of the Company and Zhendan Company entered into the contract in relation to the toll collector room renovation
         project ("Toll Collector Room Renovation Project Contract") with Nanjing Micro Video Technology Company Limited ( 南 京 感 動 科 技 有限公司) ("Micro Video"), with estimated contract amount totalling not more than RMB1.51 million and RMB150,000, respectively; and each of Jiangsu Yangtze River Expressway Management Co., Ltd. ("Yangtze River Management Company", a wholly-ownedsubsidiary of the Company, and Jiangsu Guangjing Xicheng Expressway Company Limited ("Guangjing Xicheng Company"), a subsidiary of the Company, entered into contract on the upgrade of office system ("Office System Upgrade Contract") with Micro Video, with estimated contract amount totalling not more than RMB190,000 and RMB110,000, respectively.

In accordance with Rule 8 of the Implementation Guidelines for Related Transactions of the Shanghai Stock Exchange, as all counterparties of the two resolutions are related parties of the Company, the transactions constitute related transactions, with an aggregated amount triggering the relevant disclosure requirements. As the total amount of relevant fees represents less than 5% of the absolute value of the audited net assets of the Company for the most recent period, it is not subject to approval by shareholders at general meeting.

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As Jiangsu Communications Holding Company Limited ( 江 蘇 交 通 控 股 有 限 公 司) ("Communications Holding"), the controlling shareholder of the Company, holds more than 30% equity interest in Media Company and Micro Video, directly and/or indirectly, Media Company and Micro Video are connected persons of the Company, and the entering into the Management Cooperation Agreement, the Toll Collector Room Renovation Project Contracts and the Office System Upgrade Contracts as well as the transactions contemplated thereunder constitute continuing connected transactions of the Company under Rule 14A.07 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Hong Kong Listing Rules").

As certain of the applicable percentage ratios under all contracts in relation to the management of advertising business entered into by the Company and all its subsidiaries with Media Company (including the Management Cooperation Agreement) exceed 0.1% but are less than 5%, such transactions are subject to the announcement requirement under Rule 14A.76(2)(a) of the Hong Kong Listing Rules but are exempted from approval by independent shareholders at the general meeting. As all applicable percentage ratios for the estimated total amounts under the aforesaid Toll Collector Room Renovation Project Contracts and the Office System Upgrade Contracts are less than 0.1%, such transactions are not subject to any disclosure requirements under Rule 14A.76 of the Hong Kong Listing Rules.

Mr. Gu Dejun, Mr. Chen Yanli and Mr. Chen Yongbing, being related directors, have abstained from voting on the two resolutions. All the remaining directors have voted in favour of the resolutions, and are of the view that the transactions are fair and reasonable, and are in the interests of the shareholders as a whole.

Five independent directors of the Company have conducted a prior review on the aforementioned ordinary related transactions and issued their independent opinions on the assessment of such ordinary related transactions in accordance with the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange (the "Shanghai Listing Rules"). The Audit Committee of the Company has reviewed the two related transactions and agreed to submit the same to the board of directors for consideration.

The aforesaid related transactions are not subject to the approval by any other departments.

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1. Estimation and implementation of previous ordinary related/continuing connected transactions

						RMB0'000
						Reason
						for Material
						Difference
				2018	between
		2018		(Previous)	Estimated
	Related/	(Previous)	Actual	Amount and
Category of related/	connected	Estimated	Amount Actual Amount
connected transactions	person	Amount	Incurred	Incurred
Lease provided by Zhendan
Company for related
persons	Media Company	0		0		/
Services received by the
Company from related
persons	Micro Video	0		0		/
Services received by
Zhendan Company from
related persons	Micro Video	0		0		/
Services received
by Yangtze River
Management Company
from related persons	Micro Video	0		0		/
Services received by
Guangjing Xicheng
Company from related
persons	Micro Video	0		0		/
Total	/	0		0	/

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