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 PROGRESS OF INVESTMENT IN THE

LONGTAN CROSS-RIVER CHANNEL PROJECT

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 is made to the announcements of the Company dated 27 April 2019 and 26 June 2019 in relation to investment in the construction of the Longtan Cross- river Channel Project. On 25 June 2019, the Company, Nanjing Highway and Yangzhou Transportation entered into an agreement to jointly establish Longtan Bridge Company. According to the article 8 (project budget) of the Approval of Jiangsu Development and Reform Commission on the Preliminary Design of the Longtan Cross-river Channel (Su Fa Gai Ji Chu Fa[2019] No. 711) issued by Jiangsu Development and Reform Commission on 13 August 2019, additional investment of RMB460.905 million is needed for the Longtan Cross-river Channel project. The three parties to the original agreement will enter into a supplementary agreement, pursuant to which the parties agree to jointly make additional capital contribution to increase the registered capital of Longtan Bridge Company by RMB183.57 million according to their respective shareholding percentage. According to the supplementary agreement, the Company will make a capital contribution of RMB97.84 million to increase the registered capital of Longtan Bridge Company.

The above transaction does not constitute a related party transaction nor a material assets restructuring and thus is not subject to approval at general meeting of the Company.

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Since the percentage ratio of the adjusted capital contribution of RMB1,340.84 million of the Company calculated under Rule 14.07 of the Hong Kong Listing Rules is less than 5%, the above transaction does not constitute a discloseable transaction nor requires approval from independent shareholders at general meeting of the Company under Rule 14.08 of the Hong Kong Listing Rules.

To the best of the directors' knowledge, information and belief, and having made all reasonable enquiries, the Counterparties 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.

IMPORTANT NOTES:

  • Subject of the investment: Jiangsu Longtan Bridge Co., Ltd. ("Longtan Bridge Company").
  • Investment amount: The Company will make a capital contribution of RMB97.84 million to increase the registered capital of Longtan Bridge Company.
  • Risk alert: There may be risks in relation to potential changes in national policies on toll roads, increase in the investments, changes in interest rates and construction and operational risks. The Company will control the relevant risks in view of the progress of the project.
  1. OVERVIEW OF THE EXTERNAL INVESTMENT
    To further expand the asset scale of toll roads and bridges for the principal business of the Company, consolidate the Company's leading position in the expressway network in southern Jiangsu Province and promote steady growth of revenue from the Company's principal business in the future, at the ninth meeting of ninth session of the board of directors of Jiangsu Expressway Company Limited (the "Company") held on 26 April 2019, the board of directors of the Company considered and approved the investment by the Company in the new project of Longtan Cross-river Channel with a capital contribution of not more than RMB1.4 billion. Please refer to the announcements published by the Company on 27 April 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.

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On 25 June 2019, as considered and approved at the tenth meeting of ninth session of the board of directors of the Company, the Company entered into an agreement with Nanjing Highway Development (Group) Co., Ltd. ("Nanjing Highway") and Yangzhou Transportation Industrial Group Co., Ltd. ("Yangzhou Transportation") to jointly fund and establish Longtan Bridge Company to take charge of the investment, construction, operation and management of the Longtan Cross-river Channel project. Please refer to the announcements published by the Company on 26 June 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 THE INVESTMENT
    According to the article 8 (project budget) of the Approval of Jiangsu Development and Reform Commission on the Preliminary Design of the Longtan Cross-river Channel (Su Fa Gai Ji Chu Fa[2019] No. 711) issued by Jiangsu Development and Reform Commission on 13 August 2019, "the approved budget based on the preliminary design is RMB6,253.905 million," therefore, an increase of RMB460.905 million is needed for the investment. In compliance with the Articles of Association of Jiangsu Longtan Bridge Co., Ltd., the three shareholders shall make their capital contribution on a pro rata basis, to increase the registered capital of Longtan Bridge Company by RMB183.57 million. Accordingly, the total registered capital of Longtan Bridge Company will be adjusted from RMB2,318 million to RMB2,501.57 million. Corresponding adjustments will also be made to the Articles of Association of Longtan Bridge Company in respect of the registered capital and total capital contribution.
    The above transaction does not constitute a related party transaction nor a material assets restructuring and thus is not subject to approval at general meeting of the Company.
    Since the percentage ratio of the adjusted capital contribution of RMB1,340.84 million of the Company calculated under Rule 14.07 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ("Hong Kong Listing Rules") is less than 5%, the above transaction does not constitute a discloseable transaction nor requires approval from independent shareholders at general meeting of the Company under Rule 14.08 of the Hong Kong Listing Rules.

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To the best of the directors' knowledge, information and belief having made all reasonable enquiries, Nanjing Highway and Yangzhou Transportation (collectively referred to as the "Counterparties") 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.

  1. THE MAIN CONTENTS OF THE SUPPLEMENTARY CAPITAL CONTRIBUTION AGREEMENT
    1. Increase in the registered capital of Longtan Bridge Company by RMB183.57 million.
      The three shareholders agreed to make their respective capital contribution on a pro rata basis, and the total registered capital of Longtan Bridge Company will be adjusted from RMB2,318 million to RMB2,501.57 million.
    2. Allocation of the additional capital contribution by the shareholders.
      After the adjustment, the total capital contribution, the proportion and the additional capital contribution of the shareholders are as follows:

The Company

RMB1,340.84 million, accounting for 53.6%,

and making additional capital contribution of

RMB97.84 million;

Nanjing Highway

RMB795.50 million, accounting for 31.8%,

and making additional capital contribution of

RMB58.50 million;

Yangzhou Transportation

RMB356.23 million, accounting for 14.6%,

and making additional capital contribution of

RMB27.23 million.

  1. The supplementary agreement serves as the supplementary clauses of the capital contribution agreement entered into by the three parties on 25 June 2019. The allocation of the capital contribution is subject to the supplementary agreement, and other terms of the original agreement will continue to be applied.
  2. After the supplementary agreement comes into effect, it becomes an integral part of the original capital contribution agreement and has the same legal effect as the original capital contribution agreement.

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IV. THE PURPOSE OF THE CAPITAL INCREASE AND THE IMPACT ON THE COMPANY

The capital increase will be used for the construction of the Longtan Bridge, which will speed up the pace of project construction and be in line with the Company's strategic development plan.

The directors of the Company (including independent non-executive directors) are of the view that, the shareholding structure of Longtan Bridge Company will not be affected upon the capital increase. As the Company still holds 53.6% equity interest in Longtan Bridge Company, there will be no change in the scope of the consolidated financial statements of the Company. It will not have material impacts on the financial and operating conditions of the Company, and there will be no harm to the interests of the Company and its shareholders.

  1. DOCUMENTS AVAILABLE FOR INSPECTION
    1. Board resolution signed by the Directors
    2. The Approval of Jiangsu Development and Reform Commission on the Preliminary Design of the Longtan Cross-river Channel (Su Fa Gai Ji Chu Fa[2019] No. 711)
    3. Supplementary Capital Contribution Agreement

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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Jiangsu Expressway Co. Ltd. published this content on 25 October 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 October 2019 15:55:05 UTC