Jiangsu Expressway : ANNOUNCEMENT OF THE RESOLUTION OF THE FIRST 2020 EXTRAORDINARY GENERAL MEETING

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 OF THE RESOLUTION OF

THE FIRST 2020 EXTRAORDINARY GENERAL MEETING

This announcement is made pursuant to the disclosure requirements under Rule 13.39(5) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

The Board of Directors (the "Board") of the Company and all Directors warrant that there are no false representations or misleading statements contained in, or material omissions from, this announcement, and severally and jointly accept responsibility for the truthfulness, accuracy and completeness of this announcement.

IMPORTANT NOTICE:

• Whether any of the proposed resolutions at the meeting was objected: none

1. CONVENING AND ATTENDANCE OF THE MEETING
2. 1. Date of the General Meeting: 25 February 2020

1. Venue of the General Meeting: the Company's conference room at 6 Xianlin Avenue, Nanjing, the People's Republic of China

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1. Ordinary shareholders and preference shareholders with recovered voting rights who attended the meeting and their shareholdings:

1.	The number of shareholders attending in person
	or by proxy	13
	Including: the number of A shareholders	12
	the number of holders of foreign shares
	listed overseas (H shares)	1
2.	The total number of shares carrying voting rights held by
	shareholders attending the meeting (shares)	4,196,320,118
	Including: the total number of shares held by
	A shareholders	3,348,542,492
	the total number of shares held by
	holders of foreign shares listed overseas
	(H shares)	847,777,626
3.	The number of shares carrying voting rights held
	by shareholders attending the meeting as a percentage
	of the total number of shares of the Company carrying
	voting rights (%)	83.30
	Including: the number of shares held by
	A shareholders as a percentage
	of the total number of shares (%)	66.47
	the number of shares held by holders of
	foreign shares listed overseas as a
	percentage of the total number of shares (%)	16.83

(IV) Whether the voting procedures were in compliance with the requirements under the Company Law and the Articles of Association of the Company, the presiding of the meeting and other details.

The convening, holding and voting procedures of the General Meeting were in compliance with the requirements under the Company Law and the Articles of Association, Mr. Gu Dejun, the chairman of the Board of the Company, presided as chairman of the General Meeting.

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1. 1. Attendance of the Directors, supervisors and secretary to the Board of the Company
   2. 1. 13 out of the 13 incumbent Directors of the Company attended the meeting;
      2. 5 out of the 5 incumbent supervisors of the Company attended the meeting;
      3. Mr. Yao Yongjia, the secretary to the Board, attended the meeting; other members of the senior management were also present at the meeting.
2. VOTING RESULTS OF THE RESOLUTION
3. 1. Resolutions by non-cumulative poll
   2. 1. Resolution in relation to the public issue of corporate bonds 1.01.Resolution: to approve the issue size
         Results after consideration: approved Voting results:

	Affirmative	Dissenting	Abstaining
Class of	Number	Percentage	Number	Percentage	Number	Percentage
shareholders	of votes	(%)	of votes	(%)	of votes	(%)
A share	3,348,541,892	79.80	500	0.00	100	0.00
H share	844,709,626	20.13	2,500,000	0.06	568,000	0.01
The total number
of ordinary
shares:	4,193,251,518	99.93	2,500,500	0.06	568,100	0.01

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1.02.Resolution: to approve the par value and issue price

Results after consideration: approved

Voting results:

		Affirmative	Dissenting	Abstaining
	Class of	Number	Percentage	Number	Percentage	Number	Percentage
	shareholders	of votes	(%)	of votes	(%)	of votes	(%)
	A share	3,348,541,892	79.80	500	0.00	100	0.00
	H share	844,709,626	20.13	2,500,000	0.06	568,000	0.01
	The total number
	of ordinary
	shares:	4,193,251,518	99.93	2,500,500	0.06	568,100	0.01
1.03.Resolution: to approve the issue method
Results after consideration: approved
Voting results:
		Affirmative	Dissenting	Abstaining
	Class of	Number	Percentage	Number	Percentage	Number	Percentage
	shareholders	of votes	(%)	of votes	(%)	of votes	(%)
	A share	3,348,541,892	79.80	500	0.00	100	0.00
	H share	844,709,626	20.13	2,500,000	0.06	568,000	0.01
	The total number
	of ordinary
	shares:	4,193,251,518	99.93	2,500,500	0.06	568,100	0.01

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1.04.Resolution: to approve the maturity and type of bonds

Results after consideration: approved

Voting results:

	Affirmative	Dissenting	Abstaining
Class of	Number	Percentage	Number	Percentage	Number	Percentage
shareholders	of votes	(%)	of votes	(%)	of votes	(%)
A share	3,348,541,892	79.80	500	0.00	100	0.00
H share	844,709,626	20.13	2,500,000	0.06	568,000	0.01
The total number
of ordinary
shares:	4,193,251,518	99.93	2,500,500	0.06	568,100	0.01

1.05.Resolution: to approve the coupon rate of bonds

Results after consideration: approved

Voting results:

	Affirmative	Dissenting	Abstaining
Class of	Number	Percentage	Number	Percentage	Number	Percentage
shareholders	of votes	(%)	of votes	(%)	of votes	(%)
A share	3,348,541,892	79.80	500	0.00	100	0.00
H share	844,709,626	20.13	2,500,000	0.06	568,000	0.01
The total number
of ordinary
shares:	4,193,251,518	99.93	2,500,500	0.06	568,100	0.01

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1.06.Resolution: to repayment of principal and interest of bonds

Results after consideration: approved

Voting results:

	Affirmative	Dissenting	Abstaining
Class of	Number	Percentage	Number	Percentage	Number	Percentage
shareholders	of votes	(%)	of votes	(%)	of votes	(%)
A share	3,348,541,892	79.80	500	0.00	100	0.00
H share	844,709,626	20.13	2,500,000	0.06	568,000	0.01
The total number
of ordinary
shares:	4,193,251,518	99.93	2,500,500	0.06	568,100	0.01

1.07.Resolution: to approve the arrangements on placement to shareholders of the Company

Results after consideration: approved

Voting results:

	Affirmative	Dissenting	Abstaining
Class of	Number	Percentage	Number	Percentage	Number	Percentage
shareholders	of votes	(%)	of votes	(%)	of votes	(%)
A share	3,348,541,892	79.80	500	0.00	100	0.00
H share	844,709,626	20.13	2,500,000	0.06	568,000	0.01
The total number
of ordinary
shares:	4,193,251,518	99.93	2,500,500	0.06	568,100	0.01

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1.08.Resolution: to approve the redemption or repurchase terms

Results after consideration: approved

Voting results:

	Affirmative	Dissenting	Abstaining
Class of	Number	Percentage	Number	Percentage	Number	Percentage
shareholders	of votes	(%)	of votes	(%)	of votes	(%)
A share	3,348,541,892	79.80	500	0.00	100	0.00
H share	844,709,626	20.13	2,500,000	0.06	568,000	0.01
The total number
of ordinary
shares:	4,193,251,518	99.93	2,500,500	0.06	568,100	0.01

1.09.Resolution: to approve the guarantee terms

Results after consideration: approved

Voting results:

	Affirmative	Dissenting	Abstaining
Class of	Number	Percentage	Number	Percentage	Number	Percentage
shareholders	of votes	(%)	of votes	(%)	of votes	(%)
A share	3,348,541,892	79.80	500	0.00	100	0.00
H share	844,709,626	20.13	2,500,000	0.06	568,000	0.01
The total number
of ordinary
shares:	4,193,251,518	99.93	2,500,500	0.06	568,100	0.01

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1.10.Resolution: to approve the use of proceeds

Results after consideration: approved

Voting results:

	Affirmative	Dissenting	Abstaining
Class of	Number	Percentage	Number	Percentage	Number	Percentage
shareholders	of votes	(%)	of votes	(%)	of votes	(%)
A share	3,348,541,892	79.80	500	0.00	100	0.00
H share	844,709,626	20.13	2,500,000	0.06	568,000	0.01
The total number
of ordinary
shares:	4,193,251,518	99.93	2,500,500	0.06	568,100	0.01

1.11.Resolution: to approve the way of underwriting

Results after consideration: approved

Voting results:

	Affirmative	Dissenting	Abstaining
Class of	Number	Percentage	Number	Percentage	Number	Percentage
shareholders	of votes	(%)	of votes	(%)	of votes	(%)
A share	3,348,541,892	79.80	500	0.00	100	0.00
H share	844,709,626	20.13	2,500,000	0.06	568,000	0.01
The total number
of ordinary
shares:	4,193,251,518	99.93	2,500,500	0.06	568,100	0.01

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1.12.Resolution: to approve the trading and exchange markets

Results after consideration: approved

Voting results:

	Affirmative	Dissenting	Abstaining
Class of	Number	Percentage	Number	Percentage	Number	Percentage
shareholders	of votes	(%)	of votes	(%)	of votes	(%)
A share	3,348,541,892	79.80	500	0.00	100	0.00
H share	844,709,626	20.13	2,500,000	0.06	568,000	0.01
The total number
of ordinary
shares:	4,193,251,518	99.93	2,500,500	0.06	568,100	0.01

1.13.Resolution: to approve the protective measures for repayment

Results after consideration: approved

Voting results:

	Affirmative	Dissenting	Abstaining
Class of	Number	Percentage	Number	Percentage	Number	Percentage
shareholders	of votes	(%)	of votes	(%)	of votes	(%)
A share	3,348,541,892	79.80	500	0.00	100	0.00
H share	844,709,626	20.13	2,500,000	0.06	568,000	0.01
The total number
of ordinary
shares:	4,193,251,518	99.93	2,500,500	0.06	568,100	0.01

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1.14.Resolution: to approve the validity period of the resolutions

Results after consideration: approved

Voting results:

	Affirmative	Dissenting	Abstaining
Class of	Number	Percentage	Number	Percentage	Number	Percentage
shareholders	of votes	(%)	of votes	(%)	of votes	(%)
A share	3,348,541,892	79.80	500	0.00	100	0.00
H share	844,709,626	20.13	2,500,000	0.06	568,000	0.01
The total number
of ordinary
shares:	4,193,251,518	99.93	2,500,500	0.06	568,100	0.01

1.15.Resolution: to approve the authorization in relation to the issue of corporate bonds

Results after consideration: approved

Voting results:

	Affirmative	Dissenting	Abstaining
Class of	Number	Percentage	Number	Percentage	Number	Percentage
shareholders	of votes	(%)	of votes	(%)	of votes	(%)
A share	3,348,541,892	79.80	500	0.00	100	0.00
H share	844,709,626	20.13	2,500,000	0.06	568,000	0.01
The total number
of ordinary
shares:	4,193,251,518	99.93	2,500,500	0.06	568,100	0.01

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1. Voting results of shareholders with less than 5% share interest in relation to material items

			Affirmative	Dissenting	Abstaining
Resolution			Number	Percentage	Number	Percentage	Number	Percentage
No.	Resolution	of votes	(%)	of votes	(%)	of votes	(%)
1.01	to approve the issue size.	16,903,990	99.9964	500	0.0029	100	0.0007
1.02	to approve the par value and issue	16,903,990	99.9964	500	0.0029	100	0.0007
	price.
1.03	to approve the issue method.	16,903,990	99.9964	500	0.0029	100	0.0007
1.04	to approve the maturity and type	16,903,990	99.9964	500	0.0029	100	0.0007
	of bonds.
1.05	to approve the coupon rate of	16,903,990	99.9964	500	0.0029	100	0.0007
	bonds.
1.06	to approve the repayment of	16,903,990	99.9964	500	0.0029	100	0.0007
	principal and interest.
1.07	to approve the arrangements on	16,903,990	99.9964	500	0.0029	100	0.0007
	placement to shareholders of the
	company.
1.08	to approve the redemption or	16,903,990	99.9964	500	0.0029	100	0.0007
	purchase terms.
1.09	to approve the guarantee terms.	16,903,990	99.9964	500	0.0029	100	0.0007
1.10	to approve the use of proceeds.	16,903,990	99.9964	500	0.0029	100	0.0007
1.11	t o	a p p r o v e t h e w a y o f	16,903,990	99.9964	500	0.0029	100	0.0007
	underwriting.
1.12	to approve the trading and	16,903,990	99.9964	500	0.0029	100	0.0007
	exchange markets.
1.13	to approve the validity period of	16,903,990	99.9964	500	0.0029	100	0.0007
	the measures.
1.14	to	approve the protective	16,903,990	99.9964	500	0.0029	100	0.0007
	measures for repayment.
1.15	to approve the authorization in	16,903,990	99.9964	500	0.0029	100	0.0007
	relation to the issue of corporate
	bonds.

1. Details in relation to the voting results of the resolution
   The resolutions considered at the meeting were all passed by way of poll based on the sum of on-site votes and internet votes, no shareholders, who were entitled to attend the General Meeting, were required to abstain from voting in favour of or could only vote against the resolutions proposed thereat.

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All resolutions were special resolutions and were passed by over 2/3 of the total shares held by shareholders attending the meeting in person or shareholder representatives with valid voting rights.

Deloitte Touche Tohmatsu Certified Public Accountants LLP was the scrutineer for the vote-taking of the resolutions at the General Meeting.

1. ATTESTATION BY LAWYER
2. 1. The General Meeting was attested by: Dentons Nanjing Office
      Lawyers: Messrs. Ren Tianlin and Tung Wenquan
   2. Concluding opinions from the lawyers for the attestation:
      The convening and holding procedures of the General Meeting were in compliance with relevant laws and regulations and the Company's Articles of Association; the qualifications of the convener and the persons attending the meeting were lawful and valid; and the voting procedures conducted at the meeting and the voting results thereof were lawful and valid.

IV. DOCUMENTS AVAILABLE FOR INSPECTION

1. Resolution of the General Meeting as signed and confirmed by the Directors present at the meeting and the recorder of the meeting with a seal of the Board affixed thereto;
2. Legal opinion with the signature of the managing partner of the attesting law firm under its company seal.

By Order of the Board

Yao Yongjia

Secretary to the Board

Nanjing, the PRC, 25 February 2020

As at the date of this announcement, the Directors of the Company are:

Gu Dejun, Chen Yanli, Chen Yongbing, Sun Xibin, Yao Yongjia, Wu Xinhua, Hu Yu, Ma Chung Lai, Lawrence, Zhang Zhuting *, Chen Liang *, Lin Hui *, Zhou Shudong *, Liu Xiaoxing *

• Independent Non-executive Directors

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