Jiangsu Expressway : VOLUNTARY ANNOUNCEMENT - ANNOUNCEMENT ON PROGRESS OF EQUITY INVESTMENT IN A-SHARE LISTED COMPANIES

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)

VOLUNTARY ANNOUNCEMENT

ANNOUNCEMENT ON PROGRESS OF EQUITY INVESTMENT IN

A-SHARE LISTED COMPANIES

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 this announcement.

Reference are made to the thirteenth meeting of the ninth session of the Company's board of directors on 25 October 2019 which considered and approved the "Resolution in relation to the increase in shareholding in A-share listed companies which the Company is currently holding, or acquisition of new equity interest of other listed companies by the Company and its two wholly-owned subsidiaries, Ninghu Investment Company and Ningchang Zhenli Company", approving the Company, Ninghu Investment Company and Ningchang Zhenli Company to increase their shareholding in A-share listed companies which the Company is currently holding, or acquire new equity interests of other listed companies with net investment of not more than RMB1 billion.

The Company, Ninghu Investment Company and Ningchang Zhenli Company shall further acquire 135 million shares of Bank of Jiangsu via the secondary market, accounting for 1.17% of the total share capital of Bank of Jiangsu. The investment amount shall be RMB947,364,700.

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This Investment is not a related party transaction and does not constitute material asset reorganisation under the relevant provisions of the Measures for the Administration of the Material Asset Reorganization of Listed Companies.

Since the percentage ratios of the maximum amount of the above transaction calculated under Rule 14.07 of the Hong Kong Listing Rules are less than 5%, thus under Rule 14.08 of the Hong Kong Listing Rules, the above transaction does not constitute a discloseable transaction nor requires approval from independent shareholders at a general meeting of the Company.

To the best of the directors' knowledge, information and belief, and having made all reasonable enquiries, Bank of Jiangsu and its ultimate beneficial owners are third parties independent of the Company and its connected persons (as defined under the Hong Kong Listing Rules). Therefore, the above transaction does not constitute a connected transaction within the meaning of the Hong Kong Listing Rules.

IMPORTANT NOTICE

Subject of the investment: A-shares (without any selling restrictions) of Bank of Jiangsu Co., Ltd (hereinafter referred as "Bank of Jiangsu").

Investment amount: RMB947,364,700.

Risk alert: This investment project may have different degrees of risks, including but not limited to market risk, the risk of failure to realize expected investment income and the investment cycle of which is relatively long.

1. SUMMARY OF EQUITY INVESTMENT IN A-SHARE COMPANIES (HEREINAFTER REFERRED AS "THIS INVESTMENT")
   In order to fully enhance the efficiency of the Company's use of its funds and level of return, improve the Company's profitability and on the conditions that the daily operations and financial securities of the Company are ensured and effective risk control measures are in place, the thirteenth meeting of the ninth session of the board of directors of Jiangsu Expressway Company Limited (hereinafter referred as the "Company"), on 25 October 2019, considered and approved the "Resolution in relation to the increase in shareholding in A-share listed companies which the Company is currently holding, or acquisition of new equity interest of other listed companies by the Company and its two wholly-owned subsidiaries, Jiangsu Ninghu Investment Development Co., Ltd. (hereinafter referred as "Ninghu Investment Company") and Jiangsu Ningchang Zhenli Expressway Company Limited (hereinafter referred as "Ningchang Zhenli Company")", approving the Company, Ninghu Investment Company and Ningchang Zhenli Company to increase their shareholding in A-share listed companies which the

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Company is currently holding, or acquire new equity interests of other listed companies with net investment of not more than RMB1 billion; and authorizing the management to operate according to the market conditions for a term up to 31 March 2020. Please refer to the announcements published by the Company on 26 October 2019 in China Securities Journal and Securities Times and on the website of the Shanghai Stock Exchange (www.sse.com.cn) and the website of The Stock Exchange of Hong Kong (www.hkexnews.hk) for details.

1. PROGRESS OF THIS INVESTMENT
   According to the foresaid resolution, as at the date of this announcement, the Company, Ninghu Investment Company and Ningchang Zhenli Company had further acquired 135 million shares of Bank of Jiangsu via the secondary market, accounting for 1.17% of the total share capital of Bank of Jiangsu.
   Pursuant to the approval and authorization procedures under relevant laws, regulations and rules, this Investment has undergone the decision-making and approval procedures, and the underlying transaction has been considered and approved by the thirteenth meeting of the ninth session of the board of directors, and it is not subject to consideration and approval at shareholders' general meeting, which is compliance with the relevant regulations of the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange.
   This Investment is not a related party transaction and does not constitute material asset reorganisation under the relevant provisions of the Measures for the Administration of the Material Asset Reorganization of Listed Companies.
   Since the percentage ratios of the maximum amount of the above transaction calculated under Rule 14.07 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (hereinafter referred as the "Hong Kong Listing Rules") are less than 5%, thus under Rule 14.08 of the Hong Kong Listing Rules, the above transaction does not constitute a discloseable transaction nor requires approval from independent shareholders at a general meeting of the Company.
   To the best of the directors' knowledge, information and belief, and having made all reasonable enquiries, Bank of Jiangsu and their ultimate beneficial owners are third parties independent of the Company and its connected persons (as defined under the Hong Kong Listing Rules). Therefore, the above transaction does not constitute a connected transaction within the meaning of the Hong Kong Listing Rules.

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III. BASIC INFORMATION ON PARTIES OF THIS INVESTMENT

	Basic information
Credibility Code:	91320000134762764K	Name:	Jiangsu Expressway
			Company Limited
Corporate form:	joint stock limited	Legal representative:	Gu Dejun
	company
Registered capital:	RMB5,037,747,500	Date of establishment:	1 August 1992
Address:	No. 6 Xianlin Avenue, Nanjing City, Jiangsu, P.R.C.
Operating period	From 1 August 1992	Operating period (to):
(from):
Scope of business:	Retail of petroleum products, automobile repair, accommodation, food and
	beverage, sale of food, retail and rental of publications (the aforesaid are
	operated by authorized branch organizations); construction, management,
	maintenance and charging of fees of expressways, etc.
Total assets at	RMB48,162,729,000
the end of the	(In accordance with the Accounting Standards for Business Enterprises of the
latest business	PRC)
accounting period
(2018):
Net assets at the	RMB29,353,857,000
end of the	(In accordance with the Accounting Standards for Business Enterprises
latest business	of the PRC)
accounting period
(2018):
Operating revenue	RMB9,969,011,000
for the latest	(In accordance with the Accounting Standards for Business Enterprises
business	of the PRC)
accounting period
(2018):
Net profit for the	RMB4,475,711,000
latest business	(In accordance with the Accounting Standards for Business Enterprises
accounting period	of the PRC)
(2018):

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	Basic information
Credibility Code:	91320192742364874M	Name:	Jiangsu Ninghu Investment
			Development Co., Ltd.
Corporate form:	limited liability company	Legal representative:	Yao Yongjia
Registered capital:	RMB1,490,000,000	Date of establishment:	23 September 2002

Address:	Nanjing Economic and Technological Development Zone (Room 1101,11/F,
	Long Sheng Mansion, 23 Hong Wu Road, Baixia District)
Scope of business:	Investment on all kinds of infrastructure, industrial and business. Design,
	manufacture, plan, and publish all kinds of domestic advertisements.
Total assets at	RMB1,229,717,000
the end of the	(In accordance with the Accounting Standards for Business Enterprises
latest business	of the PRC)
accounting period
(2018):
Net assets at the	RMB1,174,116,000
end of the	(In accordance with the Accounting Standards for Business Enterprises
latest business	of the PRC)
accounting period
(2018):
Operating revenue	RMB41,983,000
for the latest	(In accordance with the Accounting Standards for Business Enterprises
business	of the PRC)
accounting period
(2018):
Net profit for the	RMB138,351,000
latest business	(In accordance with the Accounting Standards for Business Enterprises
accounting period	of the PRC)
(2018):

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	Basic information
Credibility Code:	91320000762408248L	Name:	Jiangsu Ningchang Zhenli
			Expressway Company
			Limited
Corporate form:	limited liability company Legal representative:	Cao Youxiang
Registered capital:	RMB8,000,000,000	Date of establishment:	10 June 2004
Address:	No. 291 East Zhongshan Road, Nanjing, Jiangsu Province, the PRC
Scope of business:	Construction, management, maintenance and charging of fees of expressways.
Total assets at	RMB6,427,419,000
the end of the	(In accordance with the Accounting Standards for Business Enterprises
latest business	of the PRC)
accounting
period (2018):
Net assets at the	RMB6,313,043,000
end of the	(In accordance with the Accounting Standards for Business Enterprises
latest business	of the PRC)
accounting
period (2018):
Operating revenue	RMB1,191,415,000
for the latest	(In accordance with the Accounting Standards for Business Enterprises
business	of the PRC)
accounting
period (2018):
Net profit for the	RMB414,951,000
latest business	(In accordance with the Accounting Standards for Business Enterprises
accounting	of the PRC)
period (2018):

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IV. BASIC INFORMATION OF THE SUBJECT OF THE INVESTMENT

	Basic information
Credibility Code:	91320000796544598E	Name:	Bank of Jiangsu Co., Ltd.
Corporate form:	joint stock limited	Legal representative:	Xia Ping
	company
Registered	RMB11,544,450,000	Date of establishment:	22 January 2007
capital:
Address:	No. 26 Zhonghua Road, Nanjing, Jiangsu Province, the PRC

Scope of business: Deposits taking from the general public; granting short-term, medium-

	term and long-term loans; handling domestic settlements; handing the
	acceptance and discounting of negotiable instruments; issuing financial
	bonds; acting as an agent for the issue, honoring and underwriting of
	government bonds and underwriting of short-term commercial papers;
	buying and selling government bonds, financial bonds, corporate
	bonds; engaging in interbank lending; providing letter of credit
	services and guaranty; acting as an agent for receipts/payments and
	insurance business, wealth management, fund sales, precious metals
	sales, receipts/payments and custody of collective fund trust scheme;
	provision of safe deposit boxes; handing entrusted deposits and loans;
	bank card services; foreign currency deposits; foreign currency loans;
	foreign exchange remittances; currency exchange; settlement and sales
	of foreign exchange, acting as an agent for forward settlement and
	sales of foreign exchange; international settlement; proprietary trading
	and agency for trading of foreign exchange; interbank foreign exchange
	lending; trading and agency for trading in foreign currency securities
	other than stocks; credit investigation, consultation and witness
	services; online banking, and other services approved by the banking
	regulatory bodies and relevant authorities. (Businesses that need to
	be approved by law shall be carried out upon the approval of relevant
	authorities)
Total assets at	RMB1,925,823,214,000 (In accordance with the Accounting Standards for
the end of the	Business Enterprises of the PRC)
latest business
accounting
period (2018):
Net assets at the	RMB124,504,926,000 (In accordance with the Accounting Standards for
end of the	Business Enterprises of the PRC)
latest business
accounting
period (2018):
Operating	RMB35,223,988,000 (In accordance with the Accounting Standards for
revenue for the	Business Enterprises of the PRC)
latest business
accounting
period (2018):

Net profit for the RMB13,262,508,000 (In accordance with the Accounting Standards for

latest business Business Enterprises of the PRC) accounting

period (2018):

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1. THE MAIN CONTENT OF THIS INVESTMENT
2. 1. Way of the increase in shareholding: purchase via secondary market
   2. Subject of the shareholding increase: A-shares (without any selling restrictions) of Bank of Jiangsu
   3. Details of the increase in shareholding:
      The Company and its two subsidiaries, being Ninghu Investment Company and Ningchang Zhenli Company, acquired an aggregate of 135,000,000 shares of Bank of Jiangsu, totaling RMB947,364,700.

	Number of	Amount of
	acquired shares	acquired shares
	(0'000 shares)	(RMB0'000)
The Company	8,426	59,979.57
Ninghu Investment
Company	2,155	14,761.75
Ningchang Zhenli
Company	2,919	19,995.15

After the completion of the increase in shareholding, the Company and its two subsidiaries, being Ninghu Investment Company and Ningchang Zhenli Company, will hold an aggregate of 335,000,000 shares of Bank of Jiangsu, accounting for 2.9% of the total share capital of Bank of Jiangsu.

VI. IMPACT OF THIS INVESTMENT ON THE COMPANY

On the premise of ensuring sufficient capital demand for daily operation of the Company and compliance with relevant laws and regulations, the utilization of part of funds of the Company and its subsidiaries for investment will not have any impact on the daily operation or the development of the main business of the Company, nor will it cause any adverse impact on the corporate governance and operational compliance of the Company.

Given that Bank of Jiangsu delivered solid operating performance in recent years, the Company increased its shareholding in Bank of Jiangsu, reflecting its confidence in the future development and recognition of value growth of Bank of Jiangsu. Such increase in shareholding is expected to have a positive impact on the Company's income from relevant investment and is conducive to further enhancement of capital utilization, reduction of corporate financing costs, expansion of profit-making channels and creation of greater value for the shareholders of the Company. There is no prejudice to the interest of the Company's shareholders, in particular, the minority shareholders.

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VII. MEASURES ON PREVENTION AND CONTROL OF INVESTMENT RISKS

1. Risks
   The actual revenue from this Investment is subject to certain uncertainties. The securities market is affected by the macro-economy to a larger extent and is exposed to certain risks on policies and the economic cycle. Despite its relatively strong competitiveness and as a result of the macro-economic situation, regulatory policies on the industry, the trend of the capital market and other factors, Bank of Jiangsu may not achieve the estimated operating results and its stock price may fluctuate in a certain period. The above- mentioned factors may also result in the revenue from this Investment being unable to meet its expectation.

1. Risk Control Measures
2. 1. The Company has formulated the Measures on Securities Investment Management, which sets out detailed provisions on responsibility management, approval authorities and decision-making procedures on securities investment, capital management and risks control as well as information disclosure. It provides system guarantees to securities investment management and achieves risk control for all aspects and processes in securities investment.
   2. The Company will enhance market analysis and inspection and adjust investment strategies and size in a timely manner to strictly control risks based on the changes in the securities market environment.
   3. The Company will carry out relevant information disclosure and reporting strictly in compliance with the regulations of regulatory authorities.

VIII. DOCUMENTS AVAILABLE FOR INSPECTION

1. The resolution of the board of directors

By Order of the Board

Yao Yongjia

Secretary to the Board

Nanjing, the PRC, 3 December 2019

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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