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)

THE THIRD QUARTERLY REPORT OF 2019

1. IMPORTANT NOTICE

  1. The board (the "Board") of directors (the "Directors") and the supervisory committee of Jiangsu Expressway Company Limited (the "Company") together with its directors, supervisors and the senior management warrant that the contents of this quarterly report are true, accurate and complete and that there are no false representations, misleading statements contained in, or material omissions from, this quarterly report and they jointly and severally accept legal responsibility for such contents.
  2. Absent Directors

Name of absent

Position held by

Reasons for

Name of

director

absent director

absence

proxy

Ma Chung Lai

Director

Due to business

Yao Yongjia

Lawrence

engagement

Wu Xinhua

Director

Due to business

Yao Yongjia

engagement

Hu Yu

Director

Due to business

Yao Yongjia

engagement

Zhang Zhuting

Independent Director

Due to business

Lin Hui

engagement

- 1 -

  1. Mr. Gu Dejun, the legal representative of the Company, Mr. Sun Xibin, the accounting chief, and Ms. Ren Zhuohua, the person-in-charge of the accounting department (Accounting Supervisor), warrant the truthfulness, accuracy and completeness of the financial statements contained in this quarterly report.
  2. This third quarterly report of the Company is unaudited.
  3. Unless otherwise defined, names of roads and companies cited herein shall have the same meanings as those defined under the interim report of the Company as at 30 June 2019.

2. BASIC INFORMATION OF THE COMPANY

  1. Major Financial Data

Unit: yuan

Currency: RMB

Increase/decrease

as at the end of the

As at the end of

Reporting Period

the Reporting

As at the end of

compared to the end

Period

the previous year

of the previous year

(%)

Total assets

52,779,689,441

48,162,728,833

9.59

Net assets attributable

to shareholders of the

Company

27,670,923,793

26,137,197,732

5.87

From the beginning

From the of the previous year

beginning of the

to the end of the

year to the end

reporting period

Increase/decrease

of the Reporting

of the previous

compared to the

Period (January -

year (January -

corresponding period

September)

September)

of the previous year

(%)

Net cash flow generated from

operating activities

4,376,860,354

4,246,029,094

3.08

- 2 -

From the beginning

From the of the previous year

beginning of the

to the end of the

year to the end

reporting period

Increase/decrease

of the Reporting

of the previous

compared to the

Period (January -

year (January -

corresponding period

September)

September)

of the previous year

(%)

Operating revenue

7,496,407,822

7,641,702,887

-1.90

Net profit attributable

to shareholders of the

Company

3,558,975,772

3,652,096,620

-2.55

Net profit attributable

to shareholders of the

Company net of non-

recurring profit and loss

3,509,992,349

3,196,724,428

9.80

Weighted average return on

Decreased by 1.59

net assets (%)

13.06

14.65

percentage points

Basic earnings per share

(RMB per share)

0.7065

0.7249

-2.54

Diluted earnings per share

(RMB per share)

N/A

N/A

N/A

Items and amounts of non-recurring profit/loss

Applicable

Not applicable

- 3 -

Unit: yuan Currency: RMB

Item

Gains or losses from disposal of non- current assets

Government grants included in gains or losses for the current period (except for government grants which are closely related to normal business of the Company, conformed to the requirements of State policy, and granted continuously according to certain standardized amounts or quotas)

Profit and loss of changes in fair value arising from holding of held-for- trading financial assets, derivative financial assets, held-for- trading financial liabilities and derivative financial liabilities, as well as investment gain realized from disposal of held-for-trading financial assets, derivative financial assets, held-for-trading financial liabilities, derivative financial liabilities and other debt investments, except for the effective hedging activities related to ordinary business operations of the Company

Other non-operating income and expenses other than the above items

Affected minority interests (after tax) Affected income tax amount

Total

Amount from the beginning

of the year to the end of the

Amount for the Reporting

Reporting Period (January -

Period (July - September)

September)

Explanation

-486

-296,423

521,819

1,504,431

Compensation for

construction of Ningchang

Expressway recognized

during the Reporting

Period

40,802,107 70,562,286

3,440,698 -5,992,785

-66,236-349,709

-11,191,034-16,444,377

33,506,868 48,983,423

- 4 -

2.2 Total Numbers of Shareholders, and Shareholdings of the Top Ten Shareholders and the Top Ten Holders of Circulating Shares (or Holders of Shares not Subject to Trading Restrictions) as at the End of the Reporting Period

Unit: Share

Total number of shareholders

24,098 (including 426 holders of H Shares)

Shareholdings of top ten shareholders

Number

of shares

Number of shares

held that

held as at the end

are subject

Shares pledged or frozen

Name of shareholders

of the Reporting

to trading

Status of

Number of

Type of

(full name)

Period

Percentage

restrictions

shares

shares

shareholders

(%)

Jiangsu Communications

2,742,578,825

54.44

0

Nil

-

State-owned

Holding Company

legal person

Limited

China Merchants Highway

589,059,077

11.69

0

Nil

-

State-owned

Network Technology

legal person

Holdings Co., Ltd.

BlackRock, Inc.

147,121,776

2.92

0

Unknown

-

Foreign legal

person

Mitsubishi UFJ Financial

123,202,971

2.45

0

Unknown

-

Foreign legal

Group, Inc.

person

JPMorgan Chase & Co.

106,537,872

2.11

0

Unknown

-

Foreign legal

person

Citigroup Inc.

61,445,317

1.22

0

Unknown

-

Foreign legal

person

Guotai Junan Securities

48,244,383

0.96

0

Unknown

-

Others

Co., Ltd.

Jiantou Zhongxin Asset

21,410,000

0.42

0

Unknown

-

Others

Management Co., Ltd.

- 5 -

Number

of shares

Number of shares

held that

held as at the end

are subject

Shares pledged or frozen

Name of shareholders

of the Reporting

to trading

Status of

Number of

Type of

(full name)

Period

Percentage

restrictions

shares

shares

shareholders

(%)

China Pacific Life

12,616,416

0.25

0

Unknown

-

Others

Insurance Co., Ltd. -

Entrusted Investment

of China Pacific Life

Insurance Dividend

Products (Shou Zi Ying)

(Yangtze River Pension)

(中國太平洋人壽保

險股份有限公司-中

國太平洋人壽股票

紅利型產品(壽自營)

委托投資(長江養老)

Beijing Panfeng

11,998,285

0.24

0

Unknown

-

Others

Investment Management

Partnership (Limited

Partner)-Panfeng Value

Private Securities

Investment Fund(北京 磐灃投資管理合夥 企業(有限合夥)-磐 灃價值私募證券投 資基金)

- 6 -

Shareholdings of top ten holders of shares not subject to trading restrictions

Number of

circulating shares

held that are not

subject to trading

Type and number of shares

Name of shareholders

restrictions

Type

Number

Jiangsu Communications

2,742,578,825

RMB-denominated

2,742,578,825

Holding Company Limited

ordinary shares

China Merchants Highway

589,059,077

RMB-denominated

589,059,077

Network Technology

ordinary shares

Holdings Co., Ltd.

BlackRock, Inc.

147,121,776

Overseas-listed

147,121,776

foreign shares

Mitsubishi UFJ Financial

123,202,971

Overseas-listed

123,202,971

Group, Inc.

foreign shares

JPMorgan Chase & Co.

106,537,872

Overseas-listed

106,537,872

foreign shares

Citigroup Inc.

61,445,317

Overseas-listed

61,445,317

foreign shares

Guotai Junan Securities Co.,

48,244,383

RMB-denominated

48,244,383

Ltd.

ordinary shares

Jiantou Zhongxin Asset

21,410,000

RMB-denominated

21,410,000

Management Co., Ltd.

ordinary shares

China Pacific Life Insurance

12,616,416

RMB-denominated

12,616,416

Co., Ltd. - Entrusted

ordinary shares

Investment of China Pacific

Life Insurance Dividend

Products (Shou Zi Ying)

(Yangtze River Pension)

( 中國太平洋人壽保險

股份有限公司-中國太

平洋人壽股票紅利型

產品(壽自營)委托投資

(長江養老)

Beijing Panfeng Investment

11,998,285

RMB-denominated

11,998,285

Management Partnership

ordinary shares

(Limited Partnership)-

Panfeng Value Private

Securities Investment Fund( 北京磐灃投資管 理合夥企業(有限合

)-磐灃價值私募證 券投資基金)

- 7 -

Number of

circulating shares

held that are not

subject to trading

Type and number of shares

Name of shareholders

restrictions Type

Number

Illustration on the

(1) the Company is not aware of the existence

related party/

of related party relationship or acting-in-

connected relationship

concert arrangement with respect to the above

or acting-in-concert

shareholders;

arrangement with

respect to the above

(2) during the Reporting Period, there were no

shareholders

related parties, strategic investors or ordinary

legal persons of the Company becoming the top

ten shareholders of the Company because of

placing of new shares; and

(3) the number of shares held by H shareholders is

based on the record according to the Securities

and Futures Ordinance of Hong Kong.

Illustration on

Nil

the preference

shareholders with

voting rights

restored and their shareholdings

2.3 Total Number of Preference Shareholders, and Shareholdings of the Top Ten Preference Shareholders and the Top Ten Holders of Preference Shares not Subject to Trading Restrictions as at the End of the Reporting Period

Applicable Not applicable

3. SIGNIFICANT EVENTS

3.1 Details of and Reasons for Material Changes in the Major Financial Statement Items and Financial Indicators of the Company

Applicable

Not applicable

- 8 -

(1) Business Progress

In the third quarter of 2019, the Group's businesses are steadily progressing as planned. The Group achieved a total operating revenue of approximately RMB2,660,950,000 for the third quarter based on the PRC accounting standards, representing an increase of approximately 6.44% as compared to the corresponding period of last year.

In particular, revenue from toll business amounted to approximately RMB2,111,818,000, representing an increase of approximately 4.24% year-on-year. In the third quarter, the daily average traffic volume of Shanghai-Nanjing Expressway was 105,428 vehicles, increasing by approximately 8.23% year-on-year, of which, the average daily traffic volume of passenger vehicles was 84,640 vehicles, increasing by approximately 9.97% year-on-year, while the average daily traffic volume of trucks was 20,787 vehicles, increasing by approximately 1.68% year-on-year. The proportion of passenger vehicle traffic volume and truck traffic volume maintained relatively stable at approximately 80.28% and approximately 19.72% respectively. During the Reporting Period, the passenger vehicle and truck traffic volume of major road and bridge projects of the Company showed different levels of growth. Continuing to maintain stable growth, our operation demonstrated an overall favorable performance.

In the third quarter, as affected by the decrease of sales volume of oil products, revenue from the ancillary business of the Company amounted to approximately RMB355,449,000, representing a decrease of approximately 7.34% year-on-year. However, through proactive negotiations with the oil suppliers with an aim to improve the profit margin, in the third quarter, gross profit margin of oil products of the Company increased by approximately 2.38 percentage points year- on-year, accompanied by a year-on-year increase of approximately

3.1 percentage points in gross profit margin of ancillary services business, and the overall operating revenue from service areas recorded an increase. In terms of property business, the Company made great efforts to increase the selling rate under the existing regulation policies. The development and sales of the property projects progressed in an orderly manner, and revenue from pre-sale of property projects amounted to approximately RMB198,363,000. As the scale of delivery of the property projects during the quarter was larger as compared to the corresponding period of last year, carry-over revenue amounted to approximately RMB178,419,000, representing a year-on-year increase of approximately 138.06%. Advertising and other businesses achieved revenue of approximately RMB15,263,000, representing a decrease of approximately 1.82% year-on-year.

- 9 -

In accordance with the PRC Accounting Standards, the operating cost of the Group amounted to approximately RMB1,111,870,000 for the third quarter, representing an increase of approximately 9.08% year-on-year; the operating profit amounted to approximately RMB1,658,296,000, representing an increase of approximately 8.29% year-on-year; the net profit attributable to shareholders of the Company amounted to approximately RMB1,277,367,000, representing an increase of approximately 9.74% as compared to the corresponding period of last year.

Data of average daily traffic volume and average daily toll revenue of road and bridge projects from January to September 2019

Average daily traffic volume

Average daily toll revenue

(vehicle/day)

(RMB'000/day)

Corresponding

Corresponding

Road and bridge

January -

period of the

Increase/

January -

period of the

Increase/

projects

September

previous year

decrease

September

previous year

decrease

%

%

Shanghai-Nanjing

Expressway

102,756

96,654

6.31

14,430.79

13,845.14

4.23

Ningchang Expressway

41,669

42,531

-2.03

2,573.87

2,488.99

3.41

Zhenli Expressway

15,437

13,471

14.59

760.46

711.09

6.94

Guangjing Expressway

76,756

72,603

5.72

888.96

829.61

7.15

Xicheng Expressway

84,847

82,079

3.37

1,710.81

1,680.38

1.81

Xiyi Expressway

23,856

22,402

6.49

915.37

883.31

3.63

Jiangyin Bridge

96,535

90,696

6.44

3,447.71

3,240.52

6.39

Sujiahang Expressway

70,067

65,991

6.18

3,592.02

3,333.63

7.75

Wuxi Huantaihu

Expressway

8,743

9,768

-10.50

95

100.92

-5.87

Yanjiang Expressway

56,030

54,107

3.55

4,301.64

4,149.91

3.66

Changjia Expressway

18,957

16,295

16.33

422.34

401.49

5.19

Zhendan Expressway

(Note 1)

17,276

-

-

204.83

-

-

Note 1:

Zhendan Expressway was open for traffic on 30 September 2018.

- 10 -

From January to September 2019, the Group achieved an accumulated operating revenue of approximately RMB7,496,408,000, representing a decrease of approximately 1.9% as compared to the corresponding period of last year, of which, toll revenue amounted to approximately RMB5,891,363,000, representing an increase of approximately 4.84% as compared to the corresponding period of last year; during the Reporting Period, revenue from the ancillary business amounted to approximately RMB966,431,000, representing a decrease of approximately 12.31% year-on-year, which mainly due to the decrease in sales volume of oil products as compared to the corresponding period of last year as the gas stations were closed for renovation and construction of two- compartment oil tanks; the cumulative revenue from pre-sale of property projects under property business during the Reporting Period amounted to approximately RMB906,525,000, and the carry-over revenue from sales amounted to approximately RMB590,222,000, representing a decrease of approximately 32.37% year-on year since the scale being delivered and carried forward during the Reporting Period was less compared to the corresponding period of last year; and revenue from advertising and other businesses amounted to approximately RMB48,392,000, representing an increase of approximately 1.56% as compared to the corresponding period of last year.

In terms of business cost, the Group recorded an accumulated operating cost of approximately RMB3,067,514,000 from January to September, representing a decrease of approximately 6.35% as compared to the corresponding period of last year, mainly due to year-on-year decrease in cost of ancillary business and property business.

The Group recorded an accumulated operating profit of approximately RMB4,653,479,000 from January to September, representing a decrease of approximately 0.73% as compared to the corresponding period of last year. The Group achieved net profit attributable to shareholders of the Company of approximately RMB3,558,976,000, and earnings per share of approximately RMB0.7065, representing a decrease of approximately 2.54% as compared to the corresponding period of last year, which was mainly due to the Company's recognition of valuation gain of approximately RMB430,500,000 upon acquisition of Hanwei Company in accordance with the standards on business combination involving enterprises not under common control during the corresponding period of the previous year. During the Reporting Period, net profit attributable to shareholders of the Company after deduction of non-recurring profits or losses amounted to RMB3,509,992,000 representing an increase of 9.8% year-on-year.

- 11 -

(2) Changes in Financial Indicators

Details of and reasons for material changes in the major financial statement items and financial indicators are as follows:

Reasons for Material Changes in Balance Sheet Items as at 30 September 2019

Unit: yuan

Currency: RMB

As at the

end of the

As at the end

Reporting

of the previous

Increase/

Item

Period

year

decrease

Reason of change

%

Cash and bank

539,125,063

649,761,591

-17.03

The main reason was that, during the

balances

Reporting Period, Changyi Company and

Yichang Company, both being subsidiaries

of the Company, made payments for the

construction of projects.

Held-for-trading

1,298,183,472

683,326,861

89.98

Mainly due to the increase of wealth

financial assets

management products held by the Group at

the end of the Reporting Period as compared

to that at the beginning of the period.

Accounts receivable

493,563,292

321,158,727

53.68

Mainly due to the increase of toll fees

receivable at the end of the Reporting Period

as compared to the beginning of the period.

Prepayments

114,008,750

29,060,041

292.32

Mainly due to the increase in prepayments

for construction at the end of the Reporting

Period as compared to the beginning of the

period.

Other receivables

134,373,976

37,833,951

255.17

Mainly due to the cash dividends declared and

pending to be paid by associates during the

Reporting Period.

Other current assets

270,213,233

130,656,171

106.81

Mainly due to the increase in the Group's taxes

and fees related to pre-sales of real estate at

the end of the Reporting Period as compared

to the beginning of the period.

Other investments in

4,409,542,536

3,035,293,680

45.28

Mainly due to the increase in the book value

equity instruments

of other investments in equity instruments

recognized at fair value by the Group and

the additional subscription for the asset

management scheme of Fuanda Fund during

the Reporting Period.

- 12 -

As at the

end of the

As at the end

Reporting

of the previous

Increase/

Item

Period

year

decrease

Reason of change

%

Right-of-use assets

4,397,556

-

- The Company recognized the right-of-use assets

and lease liabilities in respect of related

leases during the lease terms according

to the Accounting Standards for Business

Enterprises No. 21.

Construction in

12,839,225,212

10,087,826,331

27.27

Mainly due to investments in the construction

progress

of road and bridge projects in progress.

Deferred income tax

134,762,296

197,447,059

-31.75

Mainly due to the adjustment of other

assets

comprehensive income based on the

fair value of other investments in equity

instruments held by the Company, the

adjustment to the deferred income tax assets

accordingly, and the completion of making

up losses in previous years by Ningchang

Zhenli Company, a subsidiary of the

Company, during the Reporting Period.

Notes payable

350,000,000

-

- Mainly due to the issuance of bank acceptances

by Wufengshan Toll Bridge Company, a

subsidiary, for the payment of construction

of project during the Reporting Period.

Accounts payable

764,836,161

1,090,607,320

-29.87

Mainly due to the decrease in payables for the

construction of projects at the end of the

Reporting Period.

Receipts in advance

113,685,057

73,454,895

54.77

Mainly due to the increase in advance lease

payments from the service areas received at

the end of the Reporting Period as compared

to the beginning of the period.

Contract liabilities

1,267,240,258

962,200,983

31.70

Mainly due to the increase in pre-sales of real

estate projects at the end of the Reporting

Period as compared to the beginning of the

period.

Other payables

349,969,078

270,459,371

29.40

Mainly due to the increase in temporary earnest

money from housing purchase at the end

of the Reporting Period as compared to the

beginning of the period.

Non-current liabilities

124,943,848

381,700,433

-67.27

Mainly due to the repayment of part of long-

due within one year

term borrowings due within one year during

the Reporting Period.

- 13 -

As at the

end of the

As at the end

Reporting

of the previous

Increase/

Item

Period

year

decrease

Reason of change

%

Other current

3,836,056,163

2,212,191,672

73.41

Mainly due to the increase in balance of ultra-

liabilities

short term bonds as a result of new issuance

during the Reporting Period as compared to

the beginning of the period.

Other comprehensive

1,129,941,806

837,827,667

34.87

Mainly due to the adjustment of other

income

comprehensive income based on the

fair value of other investments in equity

instruments held by the Group during the

Reporting Period.

Reasons for material changes in income statement items during the Reporting Period

Unit: yuan

Currency: RMB

From the

beginning of

the year to

the end of the

Corresponding

Reporting

period of

Increase/

Item

Period

last year

Decrease Reason of change

%

Taxes and surcharges

82,251,080

128,824,700

-36.15 The year-on-year decrease in taxes and

surcharges was mainly due to the year-on-

year decrease in the delivery scale of the

property projects of Ninghu Properties, a

subsidiary of the Company, and the income

from delivery was mostly generated after

replacement of business tax with value-added

tax during the Reporting Period.

Selling expenses

27,383,586

19,452,446

40.77 The year-on-year increase in selling

expenses was mainly due to the increase

in advertisement and promotion fee and

commission fee for agent of real estate sales

of Ninghu Properties and Hanwei Company

during the Reporting Period.

Gain on changes in fair

58,202,624

42,263,032

37.72 Mainly due to the year-on-year increase in the

value

fair value of other non-current financial assets

and trading financial assets held by Ninghu

Investment, a subsidiary of the Company, during the Reporting Period.

- 14 -

From the

beginning of

the year to

the end of the

Corresponding

Reporting

period of

Increase/

Item

Period

last year

Decrease Reason of change

%

Investment income

759,099,755

945,289,473

-19.70 Notwithstanding the year-on-year increase

in the investment income contributed

by the joint venture companies, and the

bonus received from investment in other

equity instruments during the Reporting

Period, there was a year-on-year decrease

in investment income as a result of the

Company's recognition of valuation

gain of approximately RMB430,000,000

upon acquisition of Hanwei Company in

accordance with the standards on business

combination involving enterprises not under

common control during the corresponding

period of the previous year.

Gain on disposal of

-296,423

-759,212

-60.96 Mainly due to the year-on-year decrease in the

assets

loss from disposal of assets.

Other income

6,153,501

1,550,944

296.76 Mainly due to the inclusion of deductible

portion into other income as a result of the

implementation of national policies related

to deepening the reform of value-added tax,

which stipulated that commencing from 1

April 2019, an extra 10% shall be credited

against deductible input VAT, in line with

the policy for deduction of tax amount

payable.

Other comprehensive

290,271,389

1,130,197,136

-74.32 Mainly due to the year-on-year decrease in fair

income, net of tax

value growth of other equity instruments

investment held by the Group recognized

during the Reporting Period.

- 15 -

Reason for change in cash flow statement items during the Reporting Period

Unit: yuan

Currency: RMB

From the

beginning of

the year to

the end of the

Corresponding

Reporting

period of

Increase/

Item

Period

last year

Decrease

Reason of change

%

Net cash flow

-4,076,549,042

-2,297,930,749

77.40

Mainly due to the increase in external

generated from

investment expenditures such as net cash

investment activities

outflow from the purchase of wealth

management products and investment of the

asset management scheme of Fuanda Fund

during the Reporting Period.

Net cash flow

-338,909,583

-1,582,625,192

-78.59

Mainly due to the year-on-year decrease in net

generated from

cash outflow from debt repayment during the

financing activities

Reporting Period.

3.2 Analysis of Progress of Significant Events and Their Impact and Solutions

Applicable

Not applicable

Proactively promoting the removal of provincial boundary toll station

In accordance with the Implementation Plan for Deepening the Reform of

Toll Road System and Eliminating of Provincial Boundary Toll Stations in the Expressway( 深 化 收 費 公 路 制 度 改 革 取 消 高 速 公 路 省 界 收 費

站 實 施 方 案》) issued by the State Council, under the requirements of the Ministry of Transport and Jiangsu Province, the Company has been pressing ahead the "four major projects" concerning the construction of the ETC gantry system, ETC lane renovation, construction of overload inspection system and the removal of provincial boundary toll station in a steady manner to ensure all projects can be completed by the end of this year so as to meet the requirement of operating under the same system nationwide from 1 January 2020 as required by the Ministry of Transport and accomplish this significant livelihood project in respect of transport successfully.

- 16 -

Investment and establishment of the phase II real estate parent fund

As considered and approved at the 8th meeting of the ninth session of the board of directors of the Company held on 12 April 2019, Ninghu Investment, a wholly-owned subsidiary of the Company, after ensuring that it has sufficient liquidity in meeting its requirements for its ordinary course of operation, would use its internal resources in an amount of no more than RMB300 million to participate in the investment and establishment of the phase II real estate parent fund; On 11 July 2019, Ninghu Investment, Luode Fund Company and its wholly-owned subsidiary Nanjing Luode Investment Management Co., Ltd. ( 南 京 洛 德 投 資 管 理 有 限 公 司), Nanjing Public Utilities Development Co., Ltd. and Hongyuan Huizhi Investment Co., Ltd. ( 宏 源 匯 智 投 資 有 限 公 司) and its wholly-owned subsidiary Shenyin

  • Wanguo Innovation Capital Management Co., Ltd. ( 申 銀 萬 國 創 新 資 本 管 理 有 限 公 司) signed a limited partnership agreement, pursuant to which, all parties jointly established the Phase II Parent Real Estate Fund upon reaching unanimity through consultation. The total size of the fund shall be no more than RMB1 billion, in which Ninghu Investment will invest no more than RMB300 million and other partners will invest no more than RMB700 million. For details of the progress of such investment project, please refer to the announcements published by the Company on the website of Shanghai Stock Exchange (www.sse.com.cn) on 12 July 2019 and on the website of the Stock Exchange (www.hkex.com.hk) on 12 July 2019, respectively. As at the end of the Reporting Period, Ninghu Investment made capital contribution in an amount of RMB191,557,000.

Equity participation in Group Finance Company

As considered and approved at the 11th meeting of the ninth session of the board of directors of the Company held on 30 July 2019, additional capital contributions to Group Finance Company was made by the Company and Communications Holding, the controlling shareholder of the Company. In particular, each of Communications Holding and the Company made cash contribution of RMB303.4 million and RMB606.8 million, respectively. After such capital contribution, the Company holds 25% of the total share capital of Group Finance Company; at the 2019 first extraordinary general meeting of the Company held on 26 September 2019, the resolution was considered and approved and Mr. Sun Xibin and Mr. Yao Yongjia, both being directors of the Company, were authorised to deal with such consequential related matters as signing of contracts and appropriation and approval of funds. For details of the progress of such investment project, please refer to the announcements published by the Company on the website of Shanghai Stock Exchange (www.sse.com.cn) on 31 July 2019 and 27 September 2019 and on the website of the Stock Exchange (www.hkex.com.hk) on 31 July 2019 and 27 September 2019, respectively.

- 17 -

Consolidation by merger between investee companies

As considered and approved at the 12th meeting of the ninth session of the board of directors of the Company held on 23 August 2019, Sujiahang Company and Sujiayong Company, both being investee companies of the Company, initiated the consolidation by merger through capital contribution and shares of the same class holding the same rights . The Company subscribed for RMB80,748,700 of the additional registered capital of Sujiahang Company with its entire capital contribution in Sujiayong Company. The Company's shareholding in Sujiahang Company was adjusted from 31.55% to 30.01% after the consolidation. For details of such investment project, please refer to the announcements published by the Company on the website of Shanghai Stock Exchange (www.sse.com.cn) on 26 August 2019 and on the website of the Stock Exchange (www.hkex.com.hk) on 26 August 2019, respectively. As at the publication date of this report, the consolidation by merger was completed.

3.3 Undertakings not being Fully Performed Timely during the Reporting Period

Applicable Not applicable

3.4 Warning and Explanation of Reasons in the Forecast of the Possible Aggregate Net Profits from the Beginning of the Year to the End of the Next Reporting Period Becoming a Loss or Significant Changes Compared to the Corresponding Period of the Previous Year

Applicable Not applicable

Company Jiangsu Expressway Company Limited Legal representative Gu Dejun

Date 25 October 2019

- 18 -

IV. APPENDIX

4.1 Financial Statements

Consolidated Balance Sheet

30 September 2019

Prepared by: Jiangsu Expressway Company Limited

Unit: yuan Currency: RMB Type of Audit: Unaudited

30 September

31 December

Items

2019

2018

Current Assets:

Cash and bank balances

539,125,063

649,761,591

Held-for-trading financial assets

1,298,183,472

683,326,861

Notes receivable

-

1,681,265

Accounts receivable

493,563,292

321,158,727

Prepayments

114,008,750

29,060,041

Other receivables

134,373,976

37,833,951

Including: Interest receivable

-

-

Dividends receivable

87,928,169

4,989,960

Inventories

3,938,382,530

4,045,555,776

Other current assets

270,213,233

130,656,171

Total Current Assets

6,787,850,316

5,899,034,383

Non-current Assets:

Long-term equity investments

6,261,679,860

5,702,454,036

Other equity instruments investment

4,409,542,536

3,035,293,680

Other non-current financial assets

1,314,630,180

1,111,415,422

Investment properties

18,529,932

19,207,033

Fixed assets

1,725,276,825

1,814,133,323

Construction in progress

12,839,225,212

10,087,826,331

Right-of-use assets

4,397,556

-

Intangible assets

19,257,400,971

20,280,055,629

Long-term deferred expenses

11,438,187

1,654,145

Deferred income tax assets

134,762,296

197,447,059

Other non-current assets

14,955,570

14,207,792

Total Non-current Assets

45,991,839,125

42,263,694,450

TOTAL ASSETS

52,779,689,441

48,162,728,833

- 19 -

30 September

31 December

Items

2019

2018

Current Liabilities:

Short-term borrowings

1,510,000,000

1,580,000,000

Notes payable

350,000,000

-

Accounts payable

764,836,161

1,090,607,320

Receipts in advance

113,685,057

73,454,895

Employee remuneration payable

3,043,520

2,917,980

Taxes payable

299,233,043

271,704,890

Other payables

349,969,078

270,459,371

Including: Interest payable

67,063,378

93,089,893

Dividends payable

97,197,530

88,979,103

Contract liabilities

1,267,240,258

962,200,983

Non-current liabilities due within one

year

124,943,848

381,700,433

Other current liabilities

3,836,056,163

2,212,191,672

Total Current Liabilities

8,619,007,128

6,845,237,544

Non-current liabilities:

Long-term borrowings

8,123,471,972

7,688,853,902

Bonds payable

3,988,527,122

3,980,548,108

Expected liabilities

-

461,700

Deferred income

41,616,638

43,109,916

Deferred income tax liabilities

278,668,422

250,660,721

Total Non-current Liabilities

12,432,284,154

11,963,634,347

TOTAL LIABILITIES

21,051,291,282

18,808,871,891

- 20 -

30 September

31 December

Items

2019

2018

OWNERS' EQUITY (OR

SHAREHOLDERS' EQUITY)

Paid-up capital (or share capital)

5,037,747,500

5,037,747,500

Capital reserve

10,428,388,235

10,428,388,235

Other comprehensive income

1,129,941,806

837,827,667

Surplus reserve

3,411,194,285

3,411,194,285

Retained profits

7,663,651,967

6,422,040,045

Total owners' equity (or shareholders'

equity) attributable to the parent

company

27,670,923,793

26,137,197,732

Minority interests

4,057,474,366

3,216,659,210

TOTAL OWNERS' EQUITY (OR

SHAREHOLDERS' EQUITY)

31,728,398,159

29,353,856,942

TOTAL LIABILITIES AND OWNERS'

EQUITY (OR SHAREHOLDERS'

EQUITY)

52,779,689,441

48,162,728,833

Person-in-charge of the

Legal representative:

Accounting chief:

accounting department:

Gu Dejun

Sun Xibin

Ren Zhuohua

- 21 -

Balance Sheet of the Parent Company

30 September 2019

Prepared by: Jiangsu Expressway Company Limited

Unit: yuan Currency: RMB Type of Audit: Unaudited

30 September

31 December

Items

2019

2018

Current Assets:

Cash and bank balances

86,965,420

100,931,394

Held-for-trading financial assets

970,000,000

193,000,000

Accounts receivable

320,171,215

218,353,103

Prepayments

18,124,166

8,598,094

Other receivables

44,849,156

44,321,154

Including: Interest receivable

26,299,806

30,590,068

Dividends receivable

4,989,960

4,989,960

Inventories

13,750,523

11,305,004

Other current assets

18,465,532

7,000,000

Total Current Assets

1,472,326,012

583,508,749

Non-current Assets:

Long-term equity investments

15,690,497,656

14,290,944,294

Other equity instruments investment

3,323,782,536

1,933,153,680

Fixed assets

912,877,872

948,663,656

Construction in progress

104,624,577

50,503,852

Intangible assets

9,573,777,625

10,087,165,531

Long-term deferred expenses

7,783,019

-

Deferred income tax assets

-

45,120,214

Other non-current assets

2,069,003,645

2,604,419,552

Total Non-current Assets

31,682,346,930

29,959,970,779

TOTAL ASSETS

33,154,672,942

30,543,479,528

- 22 -

30 September

31 December

Items

2019

2018

Current Liabilities:

Short-term borrowings

2,205,000,000

1,690,000,000

Accounts payable

320,015,619

491,880,235

Receipts in advance

102,039,042

68,061,949

Employee remuneration payable

1,478,744

2,242,393

Taxes payable

124,802,600

135,467,755

Other payables

174,628,053

169,847,846

Including: Interest payable

58,616,719

61,780,551

Dividends payable

97,197,530

88,979,103

Non-current liabilities due within one

year

1,752,389

1,700,433

Other current liabilities

3,836,056,163

2,212,191,672

Total Current Liabilities

6,765,772,610

4,771,392,283

Non-current liabilities:

Long-term borrowings

13,573,972

15,303,902

Bonds payable

3,988,527,121

3,980,548,108

Expected liabilities

-

461,700

Deferred income tax liabilities

17,537,000

-

Total Non-current Liabilities

4,019,638,093

3,996,313,710

TOTAL LIABILITIES

10,785,410,703

8,767,705,993

OWNERS' EQUITY (OR

SHAREHOLDERS' EQUITY)

Paid-up capital (or share capital)

5,037,747,500

5,037,747,500

Capital reserve

7,327,650,327

7,327,650,327

Other comprehensive income

592,042,341

289,485,952

Surplus reserve

2,518,873,750

2,518,873,750

Retained profits

6,892,948,321

6,602,016,006

TOTAL OWNERS' EQUITY (OR

SHAREHOLDERS' EQUITY)

22,369,262,239

21,775,773,535

TOTAL LIABILITIES AND OWNERS'

EQUITY (OR SHAREHOLDERS'

EQUITY)

33,154,672,942

30,543,479,528

Person-in-charge of the

Legal representative:

Accounting chief:

accounting department:

Gu Dejun

Sun Xibin

Ren Zhuohua

- 23 -

Consolidated Income Statement

January - September 2019

Prepared by: Jiangsu Expressway Company Limited

Unit: yuan Currency: RMB Type of Audit: Unaudited

Third

Third

First three

First three

quarter of

quarter of

quarters of

quarters of

2019

2018

2019

2018

(July -

(July -

(January to

(January to

Items

September)

September)

September)

September)

I.

Total operating income

2,660,949,953

2,499,923,053

7,496,407,822

7,641,702,887

Including: Operating income

2,660,949,953

2,499,923,053

7,496,407,822

7,641,702,887

II.

Total operating costs

1,324,089,286

1,228,197,437

3,665,958,491

3,942,271,026

Including: Operating costs

1,111,869,794

1,019,287,471

3,067,514,181

3,275,660,646

Taxes and surcharges

26,847,764

21,429,362

82,251,080

128,824,700

Selling expenses

8,753,254

7,860,157

27,383,586

19,452,446

Administrative

expenses

49,896,240

46,375,645

135,570,172

131,875,927

Financial expenses

126,722,234

133,244,802

353,239,472

386,457,307

Including: Interest

expenses

126,464,887

118,235,982

354,118,906

357,933,618

Interest

income

2,649,141

2,114,370

6,226,735

5,596,174

Add:

Other income

3,541,406

518,133

6,153,501

1,550,944

Investment income

(loss is indicated

by "-")

280,900,114

214,757,204

759,099,755

945,289,473

Including: Income

from investments in

associates and joint

ventures

186,036,950

176,595,355

541,194,786

461,404,311

Gains from changes

in fair values (loss

is indicated by "-")

36,994,733

44,857,499

58,202,624

42,263,032

Credit impairment

losses (loss is

indicated by "-")

-

-

-130,000

-

Gains from disposal

of assets (loss is

indicated by "-")

-486

-543,707

-296,423

-759,212

- 24 -

Third

Third

First three

First three

quarter of

quarter of

quarters of

quarters of

2019

2018

2019

2018

(July -

(July -

(January to

(January to

Items

September)

September)

September)

September)

III.

Operating profit (loss is

indicated by "-")

1,658,296,434

1,531,314,745

4,653,478,788

4,687,776,098

Add: Non-operating income

7,193,823

1,415,955

8,802,302

10,698,524

Less: Non-operating expenses

3,753,125

5,731,535

14,795,087

20,760,660

IV.

Total profit (total loss is

indicated by "-")

1,661,737,132

1,526,999,165

4,647,486,003

4,677,713,962

Less: Income tax expenses

352,490,546

331,937,259

1,003,758,488

943,423,993

V.

Net profit (net loss is indicated

by "-")

1,309,246,586

1,195,061,906

3,643,727,515

3,734,289,969

  1. Classified by continuity of operations

1. Net profit from continuing operations (net loss

is indicated by "-")

1,309,246,586

1,195,061,906

3,643,727,515

3,734,289,969

(II) Classified by ownership of

equity

1.

Net profit attributable

to shareholders of

the parent company

(net loss is indicated

by "-")

1,277,366,744

1,163,954,555

3,558,975,772

3,652,096,620

2.

Minority interests (net

loss is indicated by

"-")

31,879,842

31,107,351

84,751,743

82,193,349

- 25 -

Third

Third

First three

First three

quarter of

quarter of

quarters of

quarters of

2019

2018

2019

2018

(July -

(July -

(January to

(January to

Items

September)

September)

September)

September)

VI. Other comprehensive income,

net of tax

-241,016,260

-168,248,282

290,271,389

1,130,197,136

Other comprehensive income

attributable to owners of the

parent company, net of tax

-235,488,011

-146,135,282

292,114,139

983,505,962

(I) Other comprehensive

income that cannot be

reclassified to profit or

loss

-235,488,011

-92,877,000

292,114,139

708,609,984

1. Re-measurement of

changes in defined

benefit plan

-

-

-

-

2.

Other comprehensive

income that cannot

be reclassified into

profit or loss under

equity method

-10,323,218

-

114,584,747

-

3.

Changes in fair

value of other

equity instruments

investment

-225,164,793

-92,877,000

177,529,392

708,609,984

(II) Other comprehensive

income that will be

reclassified to profit or

loss

-

-53,258,282

-

274,895,978

1.

Other comprehensive

income that can be

reclassified to profit

or loss under equity

method

-

-53,258,282

-

274,895,978

Other comprehensive

income attributable to

minority shareholders, net

of tax

-5,528,249

-22,113,000

-1,842,750

146,691,174

- 26 -

Third

Third

First three

First three

quarter of

quarter of

quarters of

quarters of

2019

2018

2019

2018

(July -

(July -

(January to

(January to

Items

September)

September)

September)

September)

VII. Total comprehensive income

1,068,230,326

1,026,813,624

3,933,998,904

4,864,487,105

Total comprehensive income

attributable to owners of the

parent company

1,041,878,733

1,017,819,273

3,851,089,911

4,635,602,582

Total comprehensive income

attributable to minority

shareholders

26,351,593

8,994,351

82,908,993

228,884,523

VIII. Earnings per share:

(1)

Basic earnings per share

(RMB/share)

0.2500

0.2310

0.7065

0.7249

(2)

Diluted earnings per share

(RMB/share)

N/A

N/A

N/A

N/A

For the merger of enterprise under common control during the Reporting Period, the net profit recorded by the merged party before the merger was RMB0, and the net profit recorded by the merged party in the previous period was RMB0.

Person-in-charge of the

Legal representative:

Accounting chief:

accounting department:

Gu Dejun

Sun Xibin

Ren Zhuohua

- 27 -

Income Statement of the Parent Company

January - September 2019

Prepared by: Jiangsu Expressway Company Limited

Unit: yuan Currency: RMB Type of Audit: Unaudited

Third

Third

First three

First three

quarter of

quarter of

quarters of

quarters of

2019

2018

2019

2018

(July -

(July -

(January to

(January to

Item

September)

September)

September)

September)

I. Operating income

1,731,538,853

1,726,024,198

4,853,585,779

4,849,502,367

Less: Operating costs

678,611,993

667,447,338

1,793,715,022

1,916,799,429

Taxes and surcharges

11,578,470

11,817,133

32,574,562

34,478,187

Administrative expenses

35,377,742

34,185,801

93,100,690

93,599,131

Financial expenses

87,820,543

111,498,724

226,333,570

293,088,871

Including: Interest

expenses

85,908,977

95,615,694

223,024,190

276,398,001

Interest income

950,747

557,785

1,870,663

1,785,949

Add: Other income

2,988,160

-

4,615,983

-

Investment income (loss is

indicated by "-")

240,429,912

178,509,336

601,715,193

497,410,115

Including: Income

from investments in

associates and joint

ventures

129,846,030

117,581,924

375,772,115

304,042,483

Gains from disposal of

assets (loss is indicated

by "-")

-

-27,314

67,584

66,408

II. Operating profit (loss is

indicated by "-")

1,161,568,177

1,079,557,224

3,314,260,695

3,009,013,272

Add: Non-operating income

5,974,377

826,515

7,410,392

827,018

Less: Non-operating expenses

2,937,756

4,733,519

10,616,219

15,523,428

III. Total profit (total loss is

indicated by "-")

1,164,604,798

1,075,650,220

3,311,054,868

2,994,316,862

Less: Income tax expenses

235,895,200

230,517,074

702,758,703

650,026,326

- 28 -

Third

Third

First three

First three

quarter of

quarter of

quarters of

quarters of

2019

2018

2019

2018

(July -

(July -

(January to

(January to

Item

September)

September)

September)

September)

IV.

Net profit (net loss is indicated

by "-")

928,709,598

845,133,146

2,608,296,165

2,344,290,536

(I) Net profit from continuing

operations (net loss is

indicated by "-")

928,709,598

845,133,146

2,608,296,165

2,344,290,536

V.

Other comprehensive income,

net of tax

-204,161,261

-20,828,282

302,556,389

152,255,978

(I) Other comprehensive income

that cannot be subsequently

reclassified to profit or loss

-204,161,261

32,430,000

302,556,389

-122,640,000

1. Re-measurement of changes in defined

benefit plan

-

-

-

-

2.

Other comprehensive

income that cannot be

reclassified into profit or

loss under equity method

-10,323,218

-

114,584,747

-

3.

Changes in the fair value

of investments in other

equity instruments

-193,838,043

32,430,000

187,971,642

-122,640,000

  1. Other comprehensive income that will be reclassified to

profit or loss

-

-53,258,282

-

274,895,978

1. Other comprehensive

income that can be

reclassified to profit or

loss under equit method

-

-53,258,282

-

274,895,978

VI. Total comprehensive income

724,548,337

824,304,864

2,910,852,554

2,496,546,514

Person-in-charge of the

Legal representative:

Accounting chief:

accounting department:

Gu Dejun

Sun Xibin

Ren Zhuohua

- 29 -

Consolidated Cash Flow Statement

January - September 2019

Prepared by: Jiangsu Expressway Company Limited

Unit: yuan Currency: RMB Type of Audit: Unaudited

First three

First three

quarters of

quarters of

2019

2018

(January -

(January -

Item

September)

September)

I. Cash flows from operating

activities:

Cash receipts from the sale of goods

and the rendering of services

7,936,752,149

7,572,180,183

Other cash receipts relating to

operating activities

128,510,905

116,412,438

Subtotal of cash inflows from

operating activities

8,065,263,054

7,688,592,621

Cash payments for goods purchased

and service received

1,523,831,753

1,482,078,694

Net increase of customer loans and

advances

6,279,959

-

Cash payments to and on behalf of

employees

626,532,001

627,913,561

Taxes payment

1,377,628,585

1,210,692,870

Other cash payments relating to

operating activities

154,130,402

121,878,402

Sub-total of cash outflows from

operating activities

3,688,402,700

3,442,563,527

Net cash flows from operating

activities

4,376,860,354

4,246,029,094

- 30 -

First three

First three

quarters of

quarters of

2019

2018

(January -

(January -

Item

September)

September)

  1. Cash flows from investing activities: Cash receipts from disposals of

investments

6,463,293,632

3,993,100,000

Cash receipts from investment income

275,822,064

269,311,527

Net cash receipts from disposals of

fixed assets, intangible assets and

other long-term assets

117,487

57,731,851

Other cash receipts relating to

investing activities

-

430,771,364

Sub-total of cash inflows from

investing activities

6,739,233,183

4,750,914,742

Cash payments to acquire or construct

fixed assets, intangible assets and

other long-term assets

2,415,731,139

2,331,689,603

Cash payments for investments

8,400,051,086

4,237,155,888

Other cash payments relating to

investing activities

-

480,000,000

Sub-total of cash outflows from

investing activities

10,815,782,225

7,048,845,491

Net cash flows from investing

activities

-4,076,549,042

-2,297,930,749

- 31 -

First three

First three

quarters of

quarters of

2019

2018

(January -

(January -

Item

September)

September)

III.Cash flows from financing activities:

Cash received from investors

757,906,163

664,482,752

Including: Cash received by

subsidiaries from minority

shareholders' investment

757,906,163

664,482,752

Cash receipts from borrowings

2,352,402,904

5,667,000,000

Cash receipts from issuance of bonds

3,999,280,046

2,997,489,178

Sub-total of cash inflows from

financing activities

7,109,589,113

9,328,971,930

Cash repayments of borrowings

4,662,221,839

8,226,979,797

Cash payments for distribution of

dividends or profits or settlement of

interest expenses

2,783,349,479

2,665,141,042

Other cash payments relating to

financing activities

2,927,378

19,476,283

Sub-total of cash outflows from

financing activities

7,448,498,696

10,911,597,122

Net cash flows from financing

activities

-338,909,583

-1,582,625,192

IV. Effects of changes in foreign exchange rate on cash and cash equivalents

V. Net increase in cash and cash

equivalents

-38,598,271

365,473,153

Add: Opening balance of cash and

cash equivalents

515,126,921

262,758,700

VI. Closing balance of cash and cash

equivalents

476,528,650

628,231,853

Person-in-charge of the

Legal representative:

Accounting chief:

accounting department:

Gu Dejun

Sun Xibin

Ren Zhuohua

- 32 -

Cash Flow Statement of the Parent Company

January - September 2019

Prepared by: Jiangsu Expressway Company Limited

Unit: yuan Currency: RMB Type of Audit: Unaudited

First three

First three

quarters of

quarters of

2019

2018

(January -

(January -

Item

September)

September)

I. Cash flows from operating

activities:

Cash receipts from the sale of goods

and the rendering of services

5,028,694,488

5,136,364,270

Other cash receipts relating to

operating activities

21,640,095

61,674,956

Subtotal of cash inflows from

operating activities

5,050,334,583

5,198,039,226

Cash payments for goods purchased

and service received

1,047,143,698

1,148,060,790

Cash payments to and on behalf of

employees

415,704,241

415,513,586

Taxes payment

976,404,442

914,413,753

Other cash payments relating to

operating activities

49,932,741

48,862,905

Sub-total of cash outflows from

operating activities

2,489,185,122

2,526,851,034

Net cash flows from operating

activities

2,561,149,461

2,671,188,192

- 33 -

First three

First three

quarters of

quarters of

2019

2018

(January -

(January -

Item

September)

September)

  1. Cash flows from investing activities: Cash receipts from disposals of

investments

4,069,000,000

3,148,000,000

Cash receipts from investment income

282,064,634

290,603,467

Net cash receipts from disposals of

fixed assets, intangible assets and

other long-term assets

83,000

57,719,500

Other cash receipts relating to

investing activities

554,000,000

369,000,000

Sub-total of cash inflows from

investing activities

4,905,147,634

3,865,322,967

Cash payments to acquire or construct

fixed assets, intangible assets and

other long-term assets

114,959,696

45,176,653

Cash payments for investments

6,942,550,000

3,292,019,800

Other cash payments relating to

investing activities

11,000,000

530,000,000

Sub-total of cash outflows from

investing activities

7,068,509,696

3,867,196,453

Net cash flows from investing

activities

-2,163,362,062

-1,873,486

- 34 -

First three

First three

quarters of

quarters of

2019

2018

(January -

(January -

Item

September)

September)

III.Cash flows from financing activities:

Cash receipts from borrowings

2,485,002,904

4,850,000,000

Cash receipts from issuance of bonds

3,999,280,045

2,997,489,178

Sub-total of cash inflows from

financing activities

6,484,282,949

7,847,489,178

Cash repayments of borrowings

4,371,782,689

7,984,629,797

Cash payments for distribution of

dividends or profits or settlement of

interest expenses

2,521,326,255

2,545,548,582

Other cash payments relating to

financing activities

2,927,378

6,476,283

Sub-total of cash outflows from

financing activities

6,896,036,322

10,536,654,662

Net cash flows from financing

activities

-411,753,373

-2,689,165,484

IV. Effects of changes in foreign exchange rate on cash and cash equivalents

V. Net increase in cash and cash

equivalents

-13,965,974

-19,850,778

Add: Opening balance of cash and

cash equivalents

100,931,394

135,125,679

VI. Closing balance of cash and cash

equivalents

86,965,420

115,274,901

Person-in-charge of the

Legal representative:

Accounting chief:

accounting department:

Gu Dejun

Sun Xibin

Ren Zhuohua

- 35 -

4.2 Adjustments to relevant items of financial statements at the beginning of the year upon initial adoption of New Financial Instrument Standard, New Revenue Standard and New Lease Standard

Applicable

Not applicable

Consolidated Balance Sheet

Unit: yuan Currency: RMB

31 December

Items

2018

1 January 2019

Adjustments

Current Assets:

Cash and bank balances

649,761,591

649,761,591

-

Held-for-trading financial assets

683,326,861

683,326,861

-

Notes receivable

1,681,265

1,681,265

-

Accounts receivable

321,158,727

321,158,727

-

Prepayments

29,060,041

27,166,724

-1,893,317

Other receivables

37,833,951

37,833,951

-

Including: Interest receivable

-

-

-

Dividends receivable

4,989,960

4,989,960

-

Inventories

4,045,555,776

4,045,555,776

-

Other current assets

130,656,171

130,656,171

-

Total Current Assets

5,899,034,383

5,897,141,066

-1,893,317

Non-current Assets:

Long-term equity investments

5,702,454,036

5,702,454,036

-

Other equity instruments investment

3,035,293,680

3,035,293,680

-

Other non-current financial assets

1,111,415,422

1,111,415,422

-

Investment properties

19,207,033

19,207,033

-

Fixed assets

1,814,133,323

1,814,133,323

-

Construction in progress

10,087,826,331

10,087,826,331

-

Right-of-use assets

-

7,419,401

7,419,401

Intangible assets

20,280,055,629

20,280,055,629

-

Long-term deferred expenses

1,654,145

1,654,145

-

Deferred income tax assets

197,447,059

197,447,059

-

Other non-current assets

14,207,792

14,207,792

-

Total Non-current Assets

42,263,694,450

42,271,113,851

7,419,401

TOTAL ASSETS

48,162,728,833

48,168,254,917

5,526,084

- 36 -

31 December

Items

2018

1 January 2019

Adjustments

Current Liabilities:

Short-term borrowings

1,580,000,000

1,580,000,000

-

Accounts payable

1,090,607,320

1,090,607,320

-

Receipts in advance

73,454,895

73,454,895

-

Employee remuneration payable

2,917,980

2,917,980

-

Taxes payable

271,704,890

271,704,890

-

Other payables

270,459,371

270,459,371

-

Including: Interest payable

93,089,893

93,089,893

-

Dividends payable

88,979,103

88,979,103

-

Contract liabilities

962,200,983

962,200,983

-

Non-current liabilities due within

one year

381,700,433

384,931,475

3,231,042

Other current liabilities

2,212,191,672

2,212,191,672

-

Total Current Liabilities

6,845,237,544

6,848,468,586

3,231,042

Non-current liabilities:

Long-term borrowings

7,688,853,902

7,688,853,902

-

Bonds payable

3,980,548,108

3,980,548,108

-

Lease liabilities

-

2,295,042

2,295,042

Expected liabilities

461,700

461,700

-

Deferred income

43,109,916

43,109,916

-

Deferred income tax liabilities

250,660,721

250,660,721

-

Total Non-current Liabilities

11,963,634,347

11,965,929,389

2,295,042

TOTAL LIABILITIES

18,808,871,891

18,814,397,975

5,526,084

- 37 -

31 December

Items

2018

1 January 2019

Adjustments

OWNERS' EQUITY (OR

SHAREHOLDERS' EQUITY)

Paid-up capital (or share capital)

5,037,747,500

5,037,747,500

-

Capital reserve

10,428,388,235

10,428,388,235

-

Other comprehensive income

837,827,667

837,827,667

-

Surplus reserve

3,411,194,285

3,411,194,285

-

Retained profits

6,422,040,045

6,422,040,045

-

Total owners' equity (or

shareholders' equity)

attributable to the parent

company

26,137,197,732

26,137,197,732

-

Minority interests

3,216,659,210

3,216,659,210

-

TOTAL OWNERS' EQUITY (OR

SHAREHOLDERS' EQUITY)

29,353,856,942

29,353,856,942

-

TOTAL LIABILITIES AND

OWNERS' EQUITY (OR

SHAREHOLDERS' EQUITY)

48,162,728,833

48,168,254,917

5,526,084

- 38 -

Explanation for the adjustments:

Applicable

Not applicable

New Lease Standards

The Group has adopted the Accounting Standards for Business Enterprises No. 21 - Leases (hereinafter referred to as the "New Lease Standards", and the previous lease standards referred to as the "Previous Lease Standards") revised by the Ministry of Finance in 2018 since 1 January 2019 (the "Date of Initial Application"). The New Lease Standards improve the definition of leases by adding the identification, separation and consolidation of leases; abolished the need for a lessee to classify its operating leases and finance leases, the lessee is required to recognise right-of-use assets and lease liabilities for all leases (other than short-term leases and leases of low value assets) at the commencement of the lease term. The Standards improve the lessee's subsequent measurement of the lease by adding accounting treatment methods under the scenarios of option revaluation and lease change; and add relevant disclosure requirements.

For a contract that had already existed prior to the Date of Initial Application, the Group has elected not to reassess whether such contract is, or contains a lease.

For a contract that was signed or amended after the Date of Initial Application, the Group assesses whether such contract is, or contains a lease in accordance with the definition of leases under the New Lease Standards. The New Lease Standards determine whether a contract is a lease or contains a lease based on whether a party to the contract has assigned the right to control the use of one or more identified assets within a certain period in exchange for a consideration. The definition of a lease in the New Lease Standards does not have a significant impact on the scope of the Group's contracts that meet the definition of a lease.

- 39 -

The Group as lessee

The Group adjusted the retained earnings at the Date of Initial Application and the amounts of other related items in the financial statements based on the cumulative effect of the initial adoption of the New Lease Standards, and did not adjust the information for the comparative period.

For operating leases other than leases of low value prior to the Date of Initial Application, the Group elected to apply one or more of the following simplified approaches for each lease:

  • For a lease that will be completed within 12 months from the Date of Initial Application, it was treated as a short-term lease;
  • The same discount rate was applied to the leases with similar characteristics in measuring the lease liabilities;
  • The measurement of right-of-use assets did not include initial direct costs.
  • For an operating lease prior to the Date of Initial Application, the Group measured the lease liability at the present value of the remaining lease payments, discounted using the lessee's incremental borrowing rate at the Date of Initial Application, and chose to measure the right- of-use assets according to each lease as follows:
  • the same amount as the lease liability, adjusted for any rental prepayments as necessary.

The Group recognised lease liabilities of RMB5,526,084 and right-of-use assets of RMB7,419,401 as at 1 January 2019. For operating leases prior to the Date of Initial Application, the Group measured the lease liability at the present value discounted using the incremental borrowing rates at the Date of Initial Application, and the weighted average of such rates was 4.75%.

- 40 -

The difference between the lease liabilities recognised by the Group on 1 January 2019 and the significant operating lease commitments disclosed in the 2018 financial statements is as follows:

RMB

Item

Note

1 January 2019

I.

Operating lease commitments as at 31

December 2018

8,298,735

Lease liabilities discounted using the

incremental borrowing rates at the Date of

Initial Application

5,979,209

Less: Recognition of waiver - short-term

leases

453,125

Lease liabilities related to the previous

operating leases recognized duo to the

application of the New Lease Standards

5,526,084

II. Lease liabilities as at 1 January 2019

5,526,084

Presented as:

Current liabilities

3,231,042

Non-current liabilities

2,295,042

- 41 -

As at 1 January 2019, the carrying amount of right-of-use assets consisted of the following:

RMB

Item

Note

1 January 2019

Right-of-use assets:

Right-of-use assets recognized in respect of

operating leases prior to the Date of Initial

Application

5,526,084

Reclassification of rental prepayments

1

1,893,317

Total:

7,419,401

By category:

RMB

Item

Note

1 January 2019

Buildings

7,419,401

Total:

7,419,401

Note 1: The Group's rental prepayments for offices/sales offices were presented as prepayments as at 31 December 2018. As at the Date of Initial Application, they are reclassified to right-of-use assets.

The Group as lessor

Under the Previous Lease Standards, the Group treated the received refundable rental deposits as rights and obligations in relation to the leases. These refundable deposits were not payments relating to the right-of-use assets under the New Lease Standards. Therefore, adjustments were made at the Date of Initial Application to reflect the effects of discounting, and the difference was accounted for as rental received in advance. The change has no significant impact on the financial statements for the current year.

From the Date of Initial Application, the Group allocates the contract consideration in accordance with the Accounting Standards for Business Enterprises No. 14 - Revenue in relation to the allocation of transaction price. The change has no significant impact on the financial statements for the current year.

- 42 -

The Format of Financial Statements of General Enterprises

The Group implemented the Notice on Revising and Issuing the Format of Financial Statements of General Enterprises for 2019 (Cai Kuai [2019] No. 6, hereinafter referred to as "Cai Kuai Circular 6") issued by the Ministry of Finance on 30 April 2019 when preparing the financial statements for the first half year of 2019. Cai Kuai Circular 6 separates the item of "notes receivable and accounts receivable" into two items, namely "notes receivable" and "accounts receivable", and separates the item of "notes payable and accounts payable" into two items, namely "notes payable" and "accounts payable"; newly adds the items of "financing receivables", "right-of-use assets", "lease liabilities" and "special reserve"; clarifies the presentation contents of "other receivables", "non-current assets due within one year", "other payables", "deferred income" and "other equity instruments"; and also provides the requirements for the presentation of loss provisions for loan commitments, financial guarantee contracts and other items. Circular 6 adds the item of "gain on derecognition of financial assets measured at amortized cost" under the item of "investment income", further clarifies or amends the presentation contents of "interest income" under the items of "research and development expenses" and "financial expenses", "other income", "non-operating income" and "non-operating expenses", and adjusts the presentation position of the items of "credit impairment loss" and "asset impairment loss".

  1. The impact of the application of the New Lease Standards on the relevant items in the balance sheet of the Group as at 1 January 2019 is as follows:

RMB

31 December

1 January

Item

Note

2018

Adjustment

2019

Current assets:

Prepayments

29,060,041

(1,893,317)

27,166,724

Non-current assets:

Right-of-use assets

-

7,419,401

7,419,401

Current liabilities:

Non-current liabilities due

within one year

381,700,433

3,231,042

384,931,475

Non-current liabilities:

Lease liabilities

-

2,295,042

2,295,042

- 43 -

Balance Sheet of the Parent Company

Unit: yuan Currency: RMB

31 December

1 January

Items

2018

2019

Adjustment

Current Assets:

Cash and bank balances

100,931,394

100,931,394

Held-for-trading financial assets

193,000,000

193,000,000

Accounts receivable

218,353,103

218,353,103

Prepayments

8,598,094

8,598,094

Other receivables

44,321,154

44,321,154

Including: Interest receivable

30,590,068

30,590,068

Dividends receivable

4,989,960

4,989,960

Inventories

11,305,004

11,305,004

Other current assets

7,000,000

7,000,000

Total Current Assets

583,508,749

583,508,749

Non-current Assets:

Long-term equity investments

14,290,944,294

14,290,944,294

Other equity instruments investment

1,933,153,680

1,933,153,680

Fixed assets

948,663,656

948,663,656

Construction in progress

50,503,852

50,503,852

Intangible assets

10,087,165,531

10,087,165,531

Deferred income tax assets

45,120,214

45,120,214

Other non-current assets

2,604,419,552

2,604,419,552

Total Non-current Assets

29,959,970,779

29,959,970,779

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

TOTAL ASSETS

30,543,479,528 30,543,479,528

-

- 44 -

31 December

1 January

Items

2018

2019

Adjustment

Current Liabilities:

Short-term borrowings

1,690,000,000

1,690,000,000

-

Accounts payable

491,880,235

491,880,235

-

Receipts in advance

68,061,949

68,061,949

-

Employee remuneration payable

2,242,393

2,242,393

-

Taxes payable

135,467,755

135,467,755

-

Other payables

169,847,846

169,847,846

-

Including: Interest payable

61,780,551

61,780,551

-

Dividends payable

88,979,103

88,979,103

-

Non-current liabilities due within

one year

1,700,433

1,700,433

-

Other current liabilities

2,212,191,672

2,212,191,672

-

Total Current Liabilities

4,771,392,283

4,771,392,283

-

Non-current liabilities:

Long-term borrowings

15,303,902

15,303,902

-

Bonds payable

3,980,548,108

3,980,548,108

-

Expected liabilities

461,700

461,700

-

Total Non-current Liabilities

3,996,313,710

3,996,313,710

-

TOTAL LIABILITIES

8,767,705,993

8,767,705,993

-

OWNERS' EQUITY (OR

SHAREHOLDERS' EQUITY)

Paid-up capital (or share capital)

5,037,747,500

5,037,747,500

-

Capital reserve

7,327,650,327

7,327,650,327

-

Other comprehensive income

289,485,952

289,485,952

-

Surplus reserve

2,518,873,750

2,518,873,750

-

Retained profits

6,602,016,006

6,602,016,006

-

TOTAL OWNERS' EQUITY (OR

SHAREHOLDERS' EQUITY)

21,775,773,535

21,775,773,535

-

TOTAL LIABILITIES AND

OWNERS' EQUITY (OR

SHAREHOLDERS' EQUITY)

30,543,479,528

30,543,479,528

-

- 45 -

Explanation for the adjustments:

Applicable Not applicable

4.3 Explanation on retroactive adjustments to comparative data in the previous periods upon initial adoption of New Financial Instrument Standard and New Lease Standard

Applicable Not applicable

4.4 Auditor's Report

Applicable Not applicable

By Order of the Board

Yao Yongjia

Secretary to the Board

Nanjing, the PRC, 25 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

- 46 -

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Jiangsu Expressway Co. Ltd. published this content on 28 October 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 October 2019 09:16:06 UTC