Jiangsu Expressway : ANNOUNCEMENT ON RESOLUTIONS OF THE THIRTEENTH MEETING OF THE NINTH SESSION OF THE BOARD

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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 RESOLUTIONS OF THE THIRTEENTH

MEETING OF THE NINTH SESSION OF THE BOARD

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.

1. CONVENING OF THE MEETING
2. 1. The thirteenth meeting (the "Meeting") of the ninth session of the board of directors (the "Board") of Jiangsu Expressway Company Limited (the "Company") was held by way of on-site meeting on 25 October 2019.
   1. Notice of the Meeting was sent by mail or by hand to all directors.

1. 13 directors were required to be present at the Meeting. Mr. Ma Chung Lai, Lawrence, Mr. Wu Xinhua, Ms. Hu Yu, directors of the Company, were unable to attend the Meeting due to other business engagement, and appointed Mr. Yao Yongjia, a director of the Company, as their proxy to attend and vote at the Meeting on their behalf. Mr. Zhang Zhuting, an independent director of the Company, was unable to attend the Meeting due to other business engagement, and appointed Mr. Lin Hui, an independent director of the Company, as his proxy to attend and vote at the Meeting on his behalf. 13 eligible directors were present in person or by proxy at the Meeting.

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(IV) The procedures of convening the Meeting were in compliance with the relevant provisions of the PRC Company Law and the Articles of Association of the Company. The resolutions passed at the Meeting are valid.

1. VOTING RESULTS OF THE RESOLUTIONS
   The following resolutions were considered and approved at the Meeting:
2. 1. To consider and approve 2019 Third Quarterly Report of the Company and its summary.
      To approve the 2019 Third Quarterly Report of the Company; the publication of the same on China Securities Journal and Securities Times and on the website of Shanghai Stock Exchange (www.sse.com.cn) in Chinese, and on the websites of The Stock Exchange of Hong Kong Limited (www.hkex.com.hk) and the Company (www.jsexpressway.com) in both Chinese and English, respectively; and the printing of the 2019 Third Quarterly Report.
      Voting results: Approving votes: 13; Dissenting votes: 0; Abstention votes: 0.
      This resolution was duly passed.
   2. To consider and approve the Report of the General Manager on the Work of the Company in the third quarter of 2019.
      Voting results: Approving votes: 13; Dissenting votes: 0; Abstention votes: 0.
      This resolution was duly passed.
   3. To consider and approve 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. ("Ninghu Investment Company") and Jiangsu Ningchang Zhenli Expressway Company Limited ("Ningchang Zhenli Company").
      To approve 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; and to authorize the management to operate according to the market conditions for a term up to 31 March 2020.

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Voting results: Approving votes: 13; Dissenting votes: 0; Abstention votes: 0.

This resolution was duly passed.

1. To consider and approve the increase of RMB200 million in registered capital of Ninghu Investment Company, a wholly-owned subsidiary of the Company.
   Voting results: Approving votes: 13; Dissenting votes: 0; Abstention votes: 0.
   This resolution was duly passed.
2. To consider and approve the Measures for Management of Securities Investment of Jiangsu Expressway Company Limited.
   Voting results: Approving votes: 13; Dissenting votes: 0; Abstention votes: 0.
   This resolution was duly passed.
3. To consider and approve the resolution in relation to entering into agreements on pledge of toll collection rights involving particular assets by Jiangsu Wufengshan Toll Bridge Company Limited ("Wufengshan Toll Bridge Company") and Jiangsu Longtan Bridge Co., Ltd. ("Longtan Bridge Company"), both being subsidiaries of the Company.
   To approve Wufengshan Toll Bridge Company to pledge the toll collection rights of Wufengshan Toll Bridge Expressway respectively to each of Agricultural Bank of China, Postal Savings Bank of China, China Merchants Bank, Shanghai Pudong Development Bank, Bank of Communications, China Construction Bank, China Development Bank and Industrial and Commercial Bank of China based on their respective proportion of loans over the actual total loans of the project; and to enter into relevant agreements on pledge of road toll collection rights. The balance of principal creditor's rights under pledge shall be the actual amount of drawdowns made by Wufengshan Toll Bridge Company from the banks. The pledge shall not be released until Wufengshan Toll Bridge Company repays in full all principals and interests of the loans under the main contracts in a timely manner as agreed under the loan contracts with the banks or the banks enforce their rights of pledge and have been repaid in full.

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To approve Longtan Bridge Company to pledge the expressway toll collection rights of Longtan Bridge Company respectively to each of China Construction Bank, China Development Bank, China Merchants Bank, Postal Savings Bank of China, Hua Xia Bank, Bank of China, Bank of Communications and Agricultural Bank of China based on their respective proportion of loans over the actual total loans of the project; and to enter into relevant agreements on pledge of road toll collection rights. The balance of principal creditor's rights under pledge shall be the actual amount of drawdowns made by Longtan Bridge Company from the banks. The pledge shall not be released until Longtan Bridge Company repays in full all principals and interests of the loans under the main contracts in a timely manner as agreed under the loan contracts with the banks or the banks enforce their rights of pledge and have been repaid in full.

Voting results: Approving votes: 13; Dissenting votes: 0; Abstention votes: 0.

This resolution was duly passed.

7. To consider and approve the resolution in relation to the increase of registered capital of Longtan Bridge Company, a subsidiary of the Company.

To approve the Company to, according to the project budget of the Longtan Cross-river Channel as approved by Jiangsu Development and Reform Commission in its reply numbered "Su Fa Gai Ji Chu Fa[2019] No. 711, to make additional contributions to the registered capital and enter into a supplementary capital contribution agreement. According to the approval, the original investment amount of Longtan Bridge was increased to RMB6,253.905 million from the RMB5,793 million, therefore, an increase of RMB460.905 million is needed for the investment. The Company, Nanjing Highway Development (Group) Co., Ltd. ("Nanjing Highway") and Yangzhou Transportation Industrial Group Co., Ltd. ("Yangzhou Transportation"), the shareholders of Longtan Bridge Company, shall make their capital contribution on a pro rata basis, to increase the registered capital of Longtan Bridge Company. Accordingly, the total registered capital of Longtan Bridge Company will be adjusted from RMB2,318 million to RMB2,501.57 million. After the adjustment, the capital contribution by the Company, Nanjing Highway and Yangzhou Transportation will be RMB1,340.84 million, RMB795.50 million and RMB365.23 million, respectively, representing 53.6%, 31.8% and 14.6% of the total capital contribution, and the additional capital contribution made by the Company, Nanjing Highway and Yangzhou Transportation will be RMB97.84 million, RMB58.50 million, and RMB27.23 million, respectively; to authorize Mr. Sun Xibin, being a director of the Company, to deal with relevant subsequent matters.

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Voting results: Approving votes: 13; Dissenting votes: 0; Abstention votes: 0.

This resolution was duly passed.

By Order of the Board

Yao Yongjia

Secretary to the Board

Nanjing, the PRC, 26 October 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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