Jiangsu Expressway : ANNOUNCEMENT ON RESOLUTIONS OF THE FOURTEENTH 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 FOURTEENTH 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 fourteenth 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 23 December 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. Wu Xinhua and 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. Mr. Zhou Shudong and Mr. Liu Xiaoxing, independent directors of the Company, were unable to attend the Meeting due to other business engagement, and appointed

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Mr. Chen Liang, an independent director of the Company, as their proxy to attend and vote at the Meeting on their behalf. 13 eligible directors were present in person or by proxy at the Meeting.

(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 the Resolution in Relation to the Company's Public Issuance of Corporate Bonds.
   2. 1. To consider and approve the Company's public issuance of corporate bonds.
         To approve the Company to publicly issue corporate bonds which shall not be more than RMB8 billion, as the Company complies with all requirements on the conditions for public issuance of corporate bonds under the prevailing laws, regulations and normative documents and is qualified for the public issuance of corporate bonds in accordance with the provisions of the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Administrative Measures for Issuance and Trading of Corporate Bonds and other relevant laws, regulations and normative documents, and authorize Mr. Sun Xibin, a director of the Company, to deal with the subsequent related matters including the execution of contracts and approval of fund appropriation during the validity of registration, and table the resolution at the general meeting for shareholders' consideration.
         Voting results: Approving votes: 13; Dissenting votes: 0; Abstention votes:0.
         This resolution was duly passed.
      2. To consider and approve the Company's proposal for public issuance of corporate bonds item by item.

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In order to further broaden the Company's financing channels, optimize its financial structure, meet the Company's capital needs and reduce the Company's finance costs, the Company proposed public issuance of corporate bonds in the PRC according to the provisions of relevant laws and regulations and based on the situation of the current bond market and the Company's capital needs. The specific proposal is as follows:

1. Issue size
   The total par value of corporate bonds to be issued publicly shall not be more than RMB8 billion (inclusive of RMB8 billion). The Board will be authorized at the general meeting to determine the specific issue size within the abovementioned scope in accordance with the Company's capital needs and the market conditions at the time of issuance.
   Voting results: Approving votes: 13; Dissenting votes: 0;
   Abstention votes: 0.
   This resolution was duly passed.
2. Par value and issue price of bonds
   The par value of each corporate bond to be issued publicly is RMB100, and the bonds are to be issued at par value.
   Voting results: Approving votes: 13; Dissenting votes: 0;
   Abstention votes: 0.
   This resolution was duly passed.
3. Issue method
   The corporate bonds will be issued publicly in tranches to qualified investors who meet the requirements of the Administrative Measures for Issuance and Trading of Corporate Bonds. The Board will be authorized at the general meeting to determine the specific tranches in accordance with the Company's capital needs and the market conditions at the time of issuance.
   Voting results: Approving votes: 13; Dissenting votes: 0;
   Abstention votes: 0.
   This resolution was duly passed.

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1. Maturity and type of bonds
   Term of maturity of the corporate bonds to be issued publicly shall not exceed five years (inclusive of five years), which may be issued in mixed categories with one maturity term or different maturity terms. The Board will be authorized at the general meeting to determine the specific term of maturity of the corporate bonds to be issued publicly and issue size of the category of each maturity term in accordance with the Company's capital needs and the market conditions at the time of issuance.
   Voting results: Approving votes: 13; Dissenting votes: 0;
   Abstention votes: 0.
   This resolution was duly passed.
2. Coupon rate of bonds
   The coupon rate of the corporate bonds to be issued publicly shall not exceed the interest rate prescribed by the State of Council and other government authorities, and will be determined by the Board as authorized at the general meeting in accordance with the Company's capital needs and the market conditions at the time of issuance.
   Voting results: Approving votes: 13; Dissenting votes: 0;
   Abstention votes: 0.
   This resolution was duly passed.
3. Repayment of principal and interest of the bonds
   The interest of the corporate bonds shall be accrued as simple interest annually instead of compound interest. No other interest will be accrued for overdue. Interest shall be paid once a year, and the principal will be repaid upon maturity together with the last installment of interest. The Board will be authorized at the general meeting to determine the specific method of repayment of principal and interest in accordance with the Company's capital needs and the market conditions at the time of issuance.
   Voting results: Approving votes: 13; Dissenting votes: 0;
   Abstention votes: 0.
   This resolution was duly passed.

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1. Arrangements on placement to shareholders of the Company
   The public issuance of corporate bonds may be placed to shareholders of the Company. The Board will be authorized at the general meeting to determine whether to make the placement and the specific placement arrangements (including the placement proportion) in accordance with the market conditions and specific matters of issuance.
   Voting results: Approving votes: 13; Dissenting votes: 0;
   Abstention votes: 0.
   This resolution was duly passed.
2. Redemption or repurchase terms
   The Board will be authorized at the general meeting to determine whether the issuance of corporate bonds involves redemption terms or repurchase terms and relevant terms in accordance with relevant provisions and the market conditions.
   Voting results: Approving votes: 13; Dissenting votes: 0;
   Abstention votes: 0.
   This resolution was duly passed.
3. Guarantee terms
   The bonds issuance is an issuance without guarantee.
   Voting results: Approving votes: 13; Dissenting votes: 0;
   Abstention votes: 0.
   This resolution was duly passed.

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1. Use of proceeds
   The proceeds from the public issuance of corporate bonds are proposed to be used to repay the interest-bearing debt, replenish liquidity and for project construction and other purposes permitted by laws and regulations. The Board will be authorized at the general meeting to determine the specific use of proceeds in accordance with the Company's capital needs and the financial structure at the time of issuance.
   Voting results: Approving votes: 13; Dissenting votes: 0;
   Abstention votes: 0.
   This resolution was duly passed.
2. Way of underwriting
   The lead underwriter shall be responsible for establishment of an underwriting syndicate to conduct underwriting by way of standby commitment underwriting.
   Voting results: Approving votes: 13; Dissenting votes: 0;
   Abstention votes: 0.
   This resolution was duly passed.
3. Trading and exchange markets
   Upon completion of the public issuance of corporate bonds, the Company will apply to the Shanghai Stock Exchange for the listing and trading of corporate bonds. The Board will be authorized at the general meeting to handle the listing and trading matters in accordance with relevant requirements of the Shanghai Stock Exchange.
   Voting results: Approving votes: 13; Dissenting votes: 0;
   Abstention votes: 0.
   This resolution was duly passed.

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1. Protection measures for repayment
   To approve the Company to take at least the following measures in the circumstances of any expected failure to pay any amount of the principal or interest of the corporate bonds as scheduled or any failure to pay any amount of the principal or interest of the corporate bonds as scheduled when they fall due during the duration of the corporate bonds, and authorize the Board at the general meeting to handle all the matters in relation to the following measures:
2. 1. not to distribute any profit to the shareholders;
   2. to postpone the implementation of capital expenditure projects such as material external investment, merger or acquisition;
   3. to reduce or discontinue the payment of salaries and bonuses of Directors and members of senior management;
   4. not to approve any transfer or secondment of the key persons in charge.

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

Abstention votes: 0.

This resolution was duly passed.

1. Validity period of the resolutions
   The resolution in relation to the public issuance of corporate bonds shall be effective within 24 months from the date of consideration and approval at the general meeting of the Company.
   Voting results: Approving votes: 13; Dissenting votes: 0;
   Abstention votes: 0.
   This resolution was duly passed.

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1. 3. To consider and approve the authorization proposed to be granted to the Board and the persons authorized by the Board at the general meeting to be proceed with the management of the matters in relation to the public issuance of corporate bonds at their full discretion.

   In order to guarantee that the public issuance of corporate bonds will be conducted in an orderly and efficient manner, to authorize the Board and persons authorized by the Board at the general meeting to proceed with the management of all the matters in relation to the public issuance of corporate bonds at their full discretion to the extent permitted by relevant laws and regulations and in accordance with the issuance plan framework and principles as considered and approved at the general meeting as well as the prevailing market conditions with a view to maximizing the interests of shareholders 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 Resolution in Relation to Convening the Extraordinary General Meeting.
   To consider and approve the Company to convene the 2020 first extraordinary general meeting and consider the Resolution in Relation to the Public Issuance of Corporate Bonds; and authorize Mr. Yao Yongjia, Secretary to the Board, to issue the notice and the circular of the extraordinary general meeting.
   Voting results: Approving votes: 13; Dissenting votes: 0; Abstention
   votes: 0.
   This resolution was duly passed.

1. To consider and approve the Resolution in Relation to Establishment of a Subsidiary in Hong Kong and Participation in the Project of Establishment of a Consortium to Jointly Acquire the ICA in Turkey.

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1. To approve the Company to make a capital contribution in an amount of no more than US$130 million to establish Jiangsu Ninghu International (Hong Kong) Co., Ltd. (tentative name which is subject to the final registration, "Ninghu International"), a wholly-owned subsidiary of the Company, in the Hong Kong Special Administrative Region of the People's Republic of China as the platform for the Company to participate in the acquisition of overseas assets through a Chinese- funded consortium and authorize Mr. Sun Xibin and Mr. Yao Yongjia to handle relevant subsequent matters.
   Voting results: Approving votes: 13; Dissenting votes: 0; Abstention
   votes: 0.
   This resolution was duly passed.
2. To approve Ninghu International, a wholly-owned subsidiary of the Company in Hong Kong, to make a capital contribution in an aggregate amount of no more than US$130 million, representing no more than 17.5% equity interests, to participate in the establishment of the Hong Kong Special Purpose Vehicle Company (the "Hong Kong SPV Company") as a consortium and the Hong Kong SPV Company and its subsidiaries to acquire the 51% equity interests and 51% shareholder's loan of ICA IC İçtaş Astaldi Üçüncü Boğaz Köprüsüve Kuzey Marmara Otoyolu Yatırım ve Isletme A.S. and the 51% equity interests of Eurasia Motorway Maintenance and Operations Limited (the "Transaction"). Details are as follows:
3. 1. To approve the Company, through Ninghu International, to make a capital contribution in an aggregate amount of no more than US$130 million, representing no more than 17.5% equity interests, to establish the Hong Kong SPV Company, a six-party consortium, and enter into a six-party cooperation agreement with China Merchants Expressway Network & Technology Holdings Co., Ltd. ("China Merchants Expressway"), China Merchants United Development Company Limited ("China Merchants United"), Zhejiang Expressway Co., Ltd. ("Zhejiang Expressway"), Sichuan Expressway Company Limited ("Sichuan Expressway"), Anhui Expressway Company Limited ("Anhui Expressway");

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1. To approve the acquisition to be conducted through the locked-box mechanism. If transfer is completed prior to 31 December 2019, the locked-box interest rate is 0%; if the transfer is completed after 1 January 2020, in addition to the transaction consideration, it is required to otherwise pay compensation for delayed transfer at the interest rate of 3% per annum based on the transaction consideration. The total amount of investment shall be controlled within US$130 million;
2. To conclude, sign, deliver and accept all documents related to the transaction and proceed with all required matters and actions, including but not limited to the following documents and matters: the share purchase agreement in relation to (a) the acquisition of the 51% shares of ICA IC İçtaş Astaldi Üçüncü Boğaz Köprüsü ve Kuzey Marmara Otoyolu Yatırım ve İşletme A.Ş. (the "Project Company") through a special purpose vehicle to be established in the Republic of Ireland and (b) the acquisition of 51% specific shareholder's loan granted by IC İçtaş İnşaat Sanayi ve Ticaret A.Ş. to the Project Company through a special purpose vehicle to be established in the Republic of Malta, entered into between the Company and IC İçtaş İnşaat Sanayi ve Ticaret A.Ş., China Merchants Expressway, China Merchants United, Zhejiang Expressway, Sichuan Expressway and Anhui Expressway (the "Project Company Shares Purchase Agreement") and the annexes and appendixes thereto; the share purchase agreement in relation to the acquisition of the 51% shares of Eurasia Motorway Maintenance and Operations Limited through a special purpose vehicle to be established in Hong Kong of the PRC entered into between the Company and Pacific Motorway Operations Holding Limited, IC İçtaş İnşaat Sanayi ve Ticaret A.Ş., China Merchants Expressway, China Merchants United, Zhejiang Expressway, Sichuan Expressway and Anhui Expressway (the "Maintenance and Operations Shares Purchase Agreement") and the annexes and appendixes thereto; (the Project Company Shares Purchase Agreement and the Maintenance and Operations Shares Purchase Agreement are collectively hereinafter referred to as the "Transaction Documents");
3. To provide warranties and commitments in relation to the obligations of the special purpose vehicle to be established for the Transaction in accordance with the terms and conditions under the Transaction Documents;

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1. To conclude, sign, deliver, transfer and assign and/or receive any and all attachments, notices, agreements (including but not limited to arbitration agreement or agreements containing arbitration terms), deeds, supplemental agreement, transfer and assignment deeds, protocols, commitments and warranties, requests, applications or statements under or related to the Transaction Documents and the Transaction;
2. To draft and issue the power of attorney in the format attached to the resolution and approve the authorization of Mr. Gu Dejun and/ or Mr. Sun Xibin to represent and restrain the Company for the purpose of the Transaction.

All directors (including independent non-executive directors) are of the view that the above transaction terms are fair and reasonable. The Company's income and profit are not dependent on such related transactions, the independence of the Company as a listed company will not be impaired, there will be no adverse impact on the Company and the interests of the Company and non-related shareholders, in particular, those of minority shareholders, will not be impaired. Further, the transactions are in the interests of the Company and its shareholders as a whole.

As China Merchants Expressway is the second largest shareholder of the Company, the resolution is a related transaction; Mr. Wu Xinhua and Ms. Hu Yu, being related directors, have abstained from voting on the resolution and the remaining directors could cast a vote on the resolution.

Voting results: Approving votes: 11; 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, 24 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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