2020

Interim Report

CONTENTS

Section I

Definition

2

Section II

Company Information and Principal Financial Indicators

7

Section III

Summary of the Company's Business

11

Section IV

Discussion and Analysis of the Operation

14

Section V

Significant Matters

47

Section VI

Changes in Ordinary Shares and Information on Shareholders

71

Section VII

Information on Preferred Shares

80

Section VIII

Profiles of Directors, Supervisors and Senior Management

81

Section IX

Information on Corporate Bonds

83

Section X

Financial Reporting

84

Section XI

Documents Available for Inspection

232

Important Notice

  1. The board of Directors, the supervisory committee, and the directors, supervisors and senior management of the Company warrant the truthfulness, accuracy and completeness of the contents of this interim report and there is no false representation in, misleading statement in, and material omission from, this report and they jointly and severally accept legal responsibility for such contents.
  1. Absent Directors

Position held by

Name of absent

absent director

director

Reasons for absence

Name of proxy

Director

Mr. Wu Xinhua

Business

Mr. Yao Yongjia

Director

Ms. Hu Yu

Business

Mr. Yao Yongjia

Director

Mr. Ma Chung Lai,

Business

Mr. Yao Yongjia

Lawrence

Director

Mr. Zhang Zhuting

Business

Mr. Lin Hui

Director

Mr. Zhou Shudong

Business

Mr. Chen Liang

  1. This interim report is unaudited. The Audit Committee convened a meeting on 20 August 2020 to consider and review the interim report and interim financial statements of the Group and to submit its observations and recommendations to the board of Directors. The Audit Committee considers that the Company's interim report and interim financial statements for 2020 are in compliance with the applicable accounting standards and have been properly disclosed by the Company.

IV.

Sun Xibin, Person in Charge of the Company, Dai Qian, Person in Charge of the Accounting Body of the Company,

and Yao Qunfang, Chief Accountant (Head of the Accounting Department), hereby warrant the truthfulness, accuracy

and completeness of the financial reports contained in this interim report.

  1. Proposal of profit distribution or proposal of capitalisation of capital reserve for the Reporting Period reviewed by the board of Directors

Applicable

Not Applicable

VI.

Risk warning for forward-looking statements

Applicable

Not Applicable

Forward-looking statements in this interim report which involve development strategies and plans do not constitute

actual commitments of the Company to investors. There may be differences between the future actual results of the

Company and these forward-looking statements. Investors and related parties are advised to keep sufficient risk

awareness in this regard, and understand the difference among plans, predictions and commitments.

VII.

Was there any misappropriation of the Company's funds by the Controlling Shareholder and its related/connected

parties for non-operational purpose?

No

VIII.

Did the Company provide any guarantee to external parties in violation of the required decision-making process?

No

IX.

Major risk alert

Applicable

Not Applicable

X.

Others

Applicable

Not Applicable

Unless otherwise specified, the financial figures involved in this report are expressed in RMB.

In this report, there may be a tail difference between the sum of individual data and the number of related data, which is caused by rounding when calculating data.

2

2020 Interim Report

SECTION I DEFINITION

Unless the context herein otherwise requires, the following terms shall have the meanings as follows:

DEFINITIONS OF COMMONLY USED TERMS

Company

Jiangsu Expressway Company Limited (江蘇寧滬高速公路股份有限公司)

Group

the Company and its subsidiaries

Controlling Shareholder,

Jiangsu Communications Holding Company Limited(江蘇交通控股有限公

Communications Holding, or

)

Jiangsu Communications Holding

China Merchants Expressway

China Merchants Expressway Network & Technology Holdings Co., Ltd.

Network

(招商局公路網絡科技控股股份有限公司)

Ningchang Zhenli Company

Jiangsu Ningchang Zhenli Expressway Company Limited(江蘇寧常鎮溧高

速公路有限公司)

Ninghu International Company

Jiangsu Expressway International (Hong Kong) Company Limited

Yangtze River Management Company

Jiangsu Yangtze River Expressway Management Co.,Ltd. (江蘇揚子江高

速通道管理有限公司)

Ninghu Investment Company

Jiangsu Ninghu Investment Development Co., Ltd. (江蘇寧滬投資發展有

限責任公司)

Ninghu Factoring

Ninghu Commercial Factoring (Guangzhou) Co., Ltd. (寧滬商業保理(廣

州)有限公司)

Ninghu Properties Company

Jiangsu Ninghu Properties Co., Ltd. (江蘇寧滬置業有限責任公司)

Hanwei Company

Nanjing Hanwei Property Development Company Limited (南京瀚威房地

產開發有限公司)

Guangjing Xicheng Company

Jiangsu Guangjing Xicheng Expressway Company Limited (江蘇廣靖錫

澄高速公路有限責任公司)

Zhendan Company

Jiangsu Zhendan Expressway Company Limited (江蘇鎮丹高速公路有限

公司)

Wufengshan Toll Bridge Company

Jiangsu Wufengshan Toll Bridge Company Limited (江蘇五峰山大橋有限

公司)

Longtan Bridge Company

Jiangsu Longtan Bridge Co., Ltd. (江蘇龍潭大橋有限公司)

Xiexin Company or Xiexin Ninghu

Jiangsu Xiexin Ninghu Gas Co., Ltd. (江蘇協鑫寧滬天然氣有限公司)

Company

Jiangsu Expressway Company Limited

3

SECTION I DEFINITION

Kuailu Company

Jiangsu Kuailu Motor Transport Co., Ltd. (江蘇快鹿汽車運輸股份有限公司)

Suzhou Expressway Company or

Suzhou Expressway Management Company Limited (蘇州市高速公路管理

Suzhou Expressway Management

有限公司)

Yangtze Bridge Company

Jiangsu Yangtze Bridge Co., Ltd. (江蘇揚子大橋股份有限公司)

Hutong Bridge Company

Jiangsu Hutong Bridge Co., Ltd.(江蘇滬通大橋有限責任公司)

Finance Company or

Jiangsu Communications Holding Group Finance Co., Ltd. (江蘇交通控股

Group Finance Company

集團財務有限公司)

Media Company

Jiangsu Communications & Culture Media Company Limited (江蘇交通文

化傳媒有限公司)

Sundian or Xiandai R&B Company

Jiangsu Sundian Engineering Co., Ltd. (江蘇現代路橋有限責任公司)

Network Operation Company

Jiangsu Expressway Network Operation and Management Co., Ltd. (江蘇

高速公路聯網營運管理有限公司)

Bank of Jiangsu

Bank of Jiangsu Co., Ltd. (江蘇銀行股份有限公司)

Luode Fund Company

Jiangsu Luode Equity Investment Fund Management Company Limited

(江蘇洛德股權投資基金管理有限公司)

Yichang Company

Jiangsu Yichang Expressway Co., Ltd. (江蘇宜長高速公路有限公司)

Changyi Company

Jiangsu Changyi Expressway Co., Ltd. (江蘇常宜高速公路有限公司)

Nanlin Hotel

Suzhou Nanlin Hotel Co., Ltd. (蘇州南林飯店有限責任公司)

Yanjiang Company

Jiangsu Yanjiang Expressway Co., Ltd. (江蘇沿江高速公路有限公司)

Jiangsu Leasing or Jiangsu Financial

Jiangsu Financial Leasing Co., Ltd. (江蘇金融租賃股份有限公司)

Leasing Company

Railway Group Company

Jiangsu Railway Group Limited (江蘇省鐵路集團有限公司)

Tongxingbao Company

Jiangsu Tongxingbao Smart Transport Technology Co., Ltd. (江蘇通行寶

智慧交通科技股份有限公司)

Jinghu Company

Jiangsu Jinghu Expressway Company Limited (江蘇京滬高速公路有限公

)

Runyang Bridge Company

Jiangsu Runyang Bridge Development Co., Ltd. (江蘇潤揚大橋發展有限責

任公司)

4

2020 Interim Report

SECTION I DEFINITION

Expressway Petroleum Company or

Jiangsu Expressway Petroleum Development Co., Ltd. (江蘇高速公路石油

Jiangsu Petroleum Company

發展有限公司)

Taixing Oil Products Company

Taixing Hechang Oil Products Trading Co., Ltd. (泰興市和暢油品銷售有限

公司)

Far East Shipping Company

Jiangsu Far East Shipping Co., Ltd. (江蘇遠東海運有限公司)

Information Company

Jiangsu Expressway Information Engineering Co.,Ltd. (江蘇高速公路信息

工程有限公司)

Maintenance Technology Company

Jiangsu Expressway Engineering Maintenance Technology Co., Ltd. (

蘇高速公路工程養護技術有限公司)

Engineering Maintenance Company

Jiangsu Expressway Engineering Maintenance Company Limited (江蘇高

速公路工程養護有限公司)

Orient Operation Company

Jiangsu Orient Expressway Operation and Management Company

Limited (江蘇東方高速公路經營管理有限公司)

East Road & Bridge Company

Jiangsu East Road & Bridge Construction Maintenance Co., Ltd. (江蘇東

方路橋建設養護有限公司)

Sujiahang Company

Suzhou Sujiahang Expressway Co., Ltd. (蘇州蘇嘉杭高速公路有限公司)

Real Estate Parent Fund Phase II

Phase II of Real Estate Investment Parent Fund (房地產投資母基金二期)

Luode Dening

Nanjing Luode Dening Real Estate Investment Partnership (Limited

Partnership) (南京洛德德寧房地產投資合夥企業(有限合夥))

Zhongbei Zhiyuan

Nanjing Luode Zhongbei Zhiyuan Equity Investment Partnership (Limited

Partnership) (南京洛德中北致遠股權投資合夥企業(有限合夥))

Highway Center

Highway Development Center of Transportation Department of Jiangsu

Province (江蘇省交通運輸廳公路事業發展中心)

Expressway Management Center

Expressway Operation and Management Center Department of Jiangsu

Province (江蘇省高速公路經營管理中心)

Ninghang Company

Jiangsu Ninghang Expressway Co., Ltd. (江蘇寧杭高速公路有限公司)

Husuzhe Company

Jiangsu Husuzhe Expressway Co., Ltd. (江蘇滬蘇浙高速公路有限公司)

Huatong Company

Jiangsu Huatong Engineering Testing Co., Ltd. (江蘇華通工程檢測有限公

)

Jiangsu Expressway Company Limited

5

SECTION I DEFINITION

Sutong Bridge Company

Jiangsu Sutong Bridge Co., Ltd. (江蘇蘇通大橋有限公司)

Xinhua Media

Jiangsu Xinhua Newspaper Media Group Co., Ltd.(江蘇新華報業傳媒集團

有限公司)

Fuanda Fund

Fuanda Fund Management Co., Ltd. (富安達基金管理有限公司)

Engineering Testing Company

Sundian Engineering Testing Co., Ltd. (現代工程檢測有限公司)

Micro Video Company

Nanjing Micro Video Technology Company Limited (南京感動科技有限公

)

CDB Kai Yuan Phase II Fund

Suzhou Industrial Park CDB Kai Yuan Investment Center Phase II (Limited

Partnership) (蘇州工業園區國創開元二期投資中心(有限合夥))

Hanrui Center

Plot No. 2 Complex Project located in the central business district of new

city in the south of Nanjing

Shanghai-Nanjing Expressway

Jiangsu Section of Shanghai-Nanjing Expressway

Guangjing Expressway

Northern connection of Guangling-Jingjiang Section, Jiangyin Yangtze

Bridge

Xicheng Expressway

Southern connection of Jiangyin-Wuxi Section, Jiangyin Yangtze Bridge

Jiangyin Bridge

Jiangyin Yangtze Bridge

Sujiahang Expressway

Jiangsu Section of Suzhou-Jiaxing-Hangzhou Expressway

Yanjiang Expressway

Changzhou-Taicang Expressway

Changjia Expressway

Kunshan-Wujiang Section of Changshu-Jiaxing Expressway

Zhendan Expressway

Zhenjiang-Danyang Expressway

Ningchang Expressway

Lishui Guizhuang Hub-Changzhou South Interchange Expressway

Zhenli Expressway

Dantu Hub-Liyang Qianma Hub Expressway

Xiyi Expressway

Wuxi North Hub-Yixing Xiwu Hub Expressway

Wuxi Huantaihu Expressway

Wuxi Shuofang Hub-Wuxi Nanquan Interchange Expressway

Sujiayong Expressway

Suzhou-Jiaxing-Ningbo Expressway

Wufengshan Toll Bridge

Wufengshan Toll Bridge and North-South Connection Project

6

2020 Interim Report

SECTION I DEFINITION

Changyi Expressway

Changzhou-Yixing Expressway

Yichang Expressway

Jiangsu Section of Yixing-Changxing Expressway

Reporting Period

the half year period from 1 January 2020 to 30 June 2020

year-on-year

as compared with the same period of 2019

CSRC

China Securities Regulatory Commission

SFC

The Securities and Futures Commission of Hong Kong

SSE

Shanghai Stock Exchange

Stock Exchange

The Stock Exchange of Hong Kong Limited

A Shares

RMB-denominated ordinary shares issued by the Company and listed on

the SSE

H Shares

overseas-listed foreign shares issued by the Company and listed on the

Stock Exchange

ADR

Level 1 depositary receipts of the Company listed and traded in the over-

the-counter market of the United States

Listing Rules

Listing Rules of the SSE and/or Hong Kong Listing Rules

Listing Rules of SSE

Rules Governing the Listing of Stocks on Shanghai Stock Exchange

Hong Kong Listing Rules

Rules Governing the Listing of Securities on The Stock Exchange of

Hong Kong Limited

PRC Accounting Standards

Accounting Standards for Business Enterprises and Relevant Provisions

promulgated by the Ministry of Finance of the People's Republic of China

Deloitte or Auditor

Deloitte Touche Tohmatsu Certified Public Accountants LLP

Corporate Governance

The Corporate Governance Code set out in Appendix 14 to the Hong

Code

Kong Listing Rules

Jiangsu Expressway Company Limited

7

SECTION II COMPANY INFORMATION AND PRINCIPAL FINANCIAL INDICATORS

1. COMPANY INFORMATION

Name of the Company in Chinese

江蘇寧滬高速公路股份有限公司

Abbreviated Chinese Name

寧滬高速

Name of the Company in English

Jiangsu Expressway Company Limited

Abbreviated English Name

Jiangsu Expressway

Legal Representative of the Company

Sun Xibin

2. CONTACT PERSONS AND CONTACT METHODS

Secretary to the Board

Representatives of securities affairs

Name

Yao Yong Jia

Tu Jun and Lou Qing

Address

6 Xianlin Avenue, Nanjing,

6 Xianlin Avenue, Nanjing,

Jiangsu Province, the PRC

Jiangsu Province, the PRC

Telephone

8625-84362700-301835

8625-84362700-301838

Fax

8625-84207788

8625-84466643

Email

jsnh@jsexpwy.com

3.

CHANGE OF BASIC INFORMATION

Registered address of the Company

6 Xianlin Avenue, Nanjing, Jiangsu Province, the PRC

Postal code of the Company's registered address

210049

Business address of the Company

6 Xianlin Avenue, Nanjing, Jiangsu Province, the PRC

Postal code of the Company's business address

210049

Website of the Company

http://www.jsexpressway.com

Email

jsnh@jsexpwy.com

4. CHANGE OF PLACES FOR DISCLOSURE AND INSPECTION OF INFORMATION

Designated Media for Information

China Securities Journal and Securities Times

Disclosure

Websites Designated by CSRC for

www.sse.com.cn

Publication of Interim Reports

www.hkexnews.hk

www.jsexpressway.com

Interim Reports Available at

Shanghai Stock Exchange, 528 Pudong Road South,

Shanghai, the PRC; Hong Kong Registrars Limited, Shops

1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East,

Wanchai, Hong Kong; Hong Kong registered address of

the Company, 17/F, One Island East, Taikoo Place, No.18

Westlands Road, Quarry Bay, Hong Kong; Headquarters of

the Company, 6 Xianlin Avenue, Nanjing, Jiangsu Province,

the PRC

8

2020 Interim Report

SECTION II COMPANY INFORMATION AND PRINCIPAL FINANCIAL INDICATORS

5. INFORMATION ON THE COMPANY'S SHARES

Previous stock

Class of shares

Listing stock exchange

Stock abbreviation

Stock code

abbreviation

A Shares

Shanghai Stock Exchange

寧滬高速

600377

-

H Shares

The Stock Exchange of

Jiangsu Express

00177

-

Hong Kong Limited

ADR

United States

JEXYY

477373104

-

6. OTHER RELEVANT INFORMATION

Applicable

Not Applicable

7. KEY ACCOUNTING DATA AND PRINCIPAL FINANCIAL INDICATORS

  1. Key accounting data

Unit: Yuan

Currency: RMB

Increase/decrease

in the Reporting

Period as

Corresponding

compared to the

The Reporting

period of

corresponding

Period

the previous

period of the

Key accounting data

(January-June)

year

previous year

(%)

Operating revenue

2,668,351,072.50

4,835,457,868.83

-44.82

Net profit attributable to the

shareholders of the Company

485,637,446.44

2,281,609,028.13

-78.72

Net profit attributable to the

shareholders of the Company net of

non-recurring profit or loss

419,417,173.47

2,266,132,472.27

-81.49

Net cash flow from operating activities

895,329,150.48

2,927,496,390.90

-69.42

Increase/decrease

at the end of the

As at

Reporting Period

As at the end of

the end of

as compared to

the Reporting

the previous

the end of the

Period

year

previous year

(%)

Net assets attributable to the

shareholders of the Company

25,927,524,625.17

28,546,983,607.15

-9.18

Total assets

58,378,917,728.48

55,625,048,624.75

4.95

Note: The figures under the "As at the end of the previous year" were audited, and other figures were unaudited.

Jiangsu Expressway Company Limited

9

SECTION II COMPANY INFORMATION AND PRINCIPAL FINANCIAL INDICATORS

7. KEY ACCOUNTING DATA AND PRINCIPAL FINANCIAL INDICATORS (CONTINUED)

  1. Principal financial indicators

Increase/

decrease in

the Reporting

Period as

compared to the

The Reporting

Corresponding

corresponding

Period

period of the

period of the

Principal financial indicators

(January-June)

previous year

previous year

(%)

Basic earnings per share (yuan/share)

0.0964

0.4529

-78.71

Diluted earnings per share (yuan/share)

N/A

N/A

N/A

Basic earnings per share net of

0.0833

0.4498

-81.48

non-recurring profit or loss (yuan/share)

Weighted average return on net assets (%)

1.71

8.28

Decreased by

6.57 percentage

points

Weighted average return on net assets net of

1.48

8.23

Decreased by

non-points recurring profit or loss (%)

6.75 percentage

points

Note: The figures were unaudited.

Explanations on the key accounting data and financial indicators of the Company

Applicable

Not Applicable

8. DIFFERENCES IN ACCOUNTING DATA UNDER DOMESTIC AND FOREIGN ACCOUNTING STANDARDS

Applicable

Not Applicable

10 2020 Interim Report

SECTION II COMPANY INFORMATION AND PRINCIPAL FINANCIAL INDICATORS

9. ITEMS AND AMOUNTS OF NON-RECURRING PROFIT/LOSS

Applicable

Not Applicable

Unit: Yuan Currency: RMB

Items of non-recurring profit or loss

Amount

Note (if applicable)

Government grants accounted in profit or loss of the

9,387,442.24

Mainly compensation

period excluding those that are closely related to

recognized and the

the ordinary operations of the Company and grants

additional part of VAT

in compliance with national policies and regulations

deduction for construction

or subject to fixed amounts or fixed quantity under

of Ningchang Expressway,

certain standards

and subsidy received for

maintaining employment

Profits or losses from changes in fair values of

59,344,946.40

financial assets held for trading, derivative financial

assets, financial liabilities held for trading and

derivative financial liabilities, and investment gains

from disposal of financial assets held for trading,

derivative financial assets, financial liabilities held

for trading, derivative financial liabilities and other

debt investments, excluding effective hedging

activities related to ordinary business operations of

the Company

Other non-operating income and expenses other than

19,804,293.98

the aforesaid items

Effects attributable to minority interests

-182,238.99

Effects of income tax

-22,134,170.66

Total

66,220,272.97

10. OTHERS

Applicable

Not Applicable

Jiangsu Expressway Company Limited

11

SECTION III SUMMARY OF THE COMPANY'S BUSINESS

  1. EXPLANATIONS ON THE PRINCIPAL BUSINESSES AND BUSINESS MODELS OF THE COMPANY AND INDUSTRY OVERVIEW DURING THE REPORTING PERIOD

Established on 1 August 1992 in the Jiangsu Province of the People's Republic of China, the Group is the only listed company in the transportation and infrastructure industry of the Jiangsu Province. On 27 June 1997, the Company issued 1,222,000,000 H Shares which were listed on the Stock Exchange. On 16 January 2001, the Company issued 150,000,000 A Shares which were listed on the SSE. The Group established the Level I American Depositary Receipt (ADR) Program which became effective on 23 December 2002, trading in the over-the-counter market in the United States of America. As at 30 June 2020, the total share capital of the Company comprised 5,037,747,500 shares with a par value of RMB1 each.

The Company is principally engaged in the investment, construction, operation and management of toll roads and bridges in the Jiangsu Province and the development and operation of ancillary service areas along such expressways. The Company also owns the entire or partial interests of other toll roads and bridges located in the Jiangsu Province, including Shanghai-Nanjing Expressway, Ningchang Expressway, Zhenli Expressway, Guangjing Expressway, Xicheng Expressway, Xiyi Expressway, Zhendan Expressway, Jiangyin Bridge and Sujiahang Expressway, etc. As at 30 June 2020, 17 road and bridge projects were directly operated and invested by the Company, and over 840 kilometers of the roads and bridges open to traffic were owned or invested by the Company.

The Group's operating areas are located in the Yangtze River Delta, which is the most economically vibrant region in the PRC. The road and bridge projects owned or invested by the Company involve the roads and bridges serving as the major transport corridors linking roads stretching east-to-west and south-to-north across the Jiangsu Province. The vibrant economy in the region leads to hectic traffic. The Jiangsu Section of Shanghai-Nanjing Expressway, being the Group's core assets, links six large and medium cities namely Shanghai, Suzhou, Wuxi, Changzhou, Zhenjiang and Nanjing, and is one of the busiest expressways in the PRC.

In addition, the Group is also actively exploring and venturing into other new business fields, including finance, quasi-finance, real estate development and industrial investments, aiming to further enhance profitability and achieve sustainable development of the Group. As at 30 June 2020, the Company owned seven wholly-owned subsidiaries (Note), four non-wholly-owned subsidiaries and participated in eleven joint ventures by shares, with total assets of approximately RMB58,379 million and net assets of approximately RMB30,314 million.

Note: On 23 April 2020, at the second extraordinary general meeting of of the Company, it was resolved to agree the Company consolidate Ningchang Zhenli Company, a wholly-owned subsidiary, by way of absorption and merger. After completion of such merger, the Company had six wholly-owned subsidiaries.

12 2020 Interim Report

SECTION III SUMMARY OF THE COMPANY'S BUSINESS

  1. SIGNIFICANT CHANGES IN THE MAJOR ASSETS OF THE COMPANY DURING THE REPORTING PERIOD

Applicable

Not Applicable

  1. ANALYSIS OF CORE COMPETITIVENESS DURING THE REPORTING PERIOD

Applicable

Not Applicable

The Group has been focusing on the transport infrastructure industry for years. The roads operated by the Company play a dominant role in the expressway networks in southern Jiangsu. It has accumulated rich experiences in large infrastructure investment, construction, operation and management and built a progressive and innovative management and staff team. Through the complete investment decision- making and operation management system and leveraging on excellent financing platforms, the Group vigorously expanded into infrastructure, financial investment and other industries, gradually achieved industrial upgrading and transformation and the coordinated development of ancillary businesses, building its distinct competitive edges in operation and development in the future.

Unique geographical advantages. The Group's operating areas are located in the Yangtze River Delta, the most economically vibrant region in the PRC. The road and bridge projects owned or invested by the Company are core components of the road transport corridors linking the two important industrial belts along the Yangtze River, Shanghai and Nanjing in the southern part of Jiangsu. With the integrated development of the Yangtze River Delta, the prosperous economy in the region created a favorable environment for the long-term development of the Group and promoted the sustainable and steady improvement on the Group's economic efficiency.

High-qualityroad and bridge assets. 17 road and bridge projects are controlled or invested by the Group. Core road and bridge assets are main lines in the expressway network in Jiangsu Province and an integral part in the national expressway network. With outstanding quality, road assets gradually achieved coordinated benefits. The quality road network resources lay a solid foundation for the stable growth in the operating results of the Group and provided guarantees to the sustainable and healthy development of the Company.

Leading operation concepts. The Group is engaged in road operation and has accumulated rich operation experience. The growth in the operating results from the Jiangsu Section of Shanghai-Nanjing Expressway is mainly attributable to the increase in the daily average traffic volume and the improved utilization of expressways, which demonstrated the competitive edge of the Group in roads operation and management. Meanwhile, the Group strengthened the development results with systems and built a modern corporate operation management and control pattern. It takes a leading position in road smoothness and rescue in the PRC.

Jiangsu Expressway Company Limited

13

SECTION III SUMMARY OF THE COMPANY'S BUSINESS

  1. ANALYSIS OF CORE COMPETITIVENESS DURING THE REPORTING PERIOD (CONTINUED)

Professional management team. The Group has built a professional and experienced operation management team after years of accumulation and development. The efficient management capacity not only guarantees the quality and efficiency of the Group's quality and efficiency in expressway operation but also effectively reduced the management cost and operational risks in routine operation, promoting the leading profitability of the Group in the industry. The Group gradually cultivated a capital operation team with international horizon leveraging on the capital market and boosted the strategic research and investment development capability of the Group. It actively uses capital operation to optimize the asset portfolio and acquire overseas projects. The brand image of the Group was further enhanced driven by assets and capital operation as two wheels.

Outstanding financing platforms. The Group maintains the listing status in three cities (Shanghai, Hong Kong and New York) of two countries (China and the U.S.) and achieves sound operation and sustainable performance growth with high credit rating, low gearing ratio and strong solvency. The Group achieved outstanding results in investor relations management and owns a stable investors base and an excellent market image in the domestic and overseas capital markets thanks to its long-term policies with high proportion of cash bonus. The smooth financing channels will facilitate the Group to consistently improve the financing structure and reduce financing costs in the future development through leveraging on the capital market.

14 2020 Interim Report

SECTION IV DISCUSSION AND ANALYSIS OF THE OPERATION

  1. DISCUSSION AND ANALYSIS OF THE OPERATION

The year of 2020 is the decisive year for completing the building of a moderately prosperous society in all respects and the final year of the "13th Five-Year Plan".The Group firmly focused on strategic targets in three major industries, namely "transport infrastructure,financial investment and transport +".In the first half of the year, faced with the severe situation of COVID-19 epidemic and the robust resumption of work and production, the Group, under the coordination and deployment of the Board, implemented the measures on prevention and control of the epidemic and assurance of road accessibility, and adhered to the general principle of making progress while maintaining stability and the new development concept, and promoted all works in a solid and orderly manner, achieving a development trend of making progress in spite of difficulties and making progress while maintaining stability.

As of the end of June 2020, total assets of the Company amounted to RMB58,379 million and net assets attributable to shareholders of the Company amounted to RMB25,928 million. During the Reporting Period, the Company realized operating profit of RMB2,668 million, total profits of RMB658 million, net profit attributable to shareholders of the Company of RMB486 million and earnings per share of RMB0.0964. The operating net cash flow amounted to RMB895 million and the weighted average return on net assets was 1.71%.

Changes in tolling policies. Firstly, the Notice of the General Office of the State Council on Issuing the Implementation Plan for Deepening the Reform of Toll Road System and Cancelling the Provincial Toll Stations of Expressways (《國務院辦公廳關於印發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的 通知》), further deepened the reform of the toll road system, accelerated the cancelation of the provincial toll stations of expressways across the country, and allowed toll collection with non-stoppassage of vehicles. Secondly,the Notice of the Ministry of Transport on Vehicle Toll Exemption for Toll Road during the Prevention and Control Period of COVID-19Epidemic( 交通運輸部關於新冠肺炎疫情防控期間免收收費 公路車輛通行費的通知》), waved the tolls on toll roads from 00: 00 on 17 February 2020 till the end of the containment of COVID-19epidemic. According to the Notice of the Ministry of Transport on Resumption of Toll Collection on Toll Roads (《交通運輸部關於恢復收費公路收費的公告》), toll collection was resumed on all legally approved toll roads from 00:00 on 6 May 2020. Thirdly, by the Notice of the Department of Finance of the Development and Reform Commission of Transportation Department of Jiangsu Province on the Implementation of Differentiated Tolls for the Tolls of 2-5Axis Trucks on Expressways within the Interconnected Toll Network( 江蘇省交通運輸廳發展和改革委員會財政廳關於對聯網收費高速公路2-5軸貨車 通行費實行差異化收費的通知》), all expressways within the interconnected toll network in Jiangsu Province implemented differentiated tolls for 2-5axle trucks during the prevention and control period of COVID-19epidemic from 16 February 2020, and the charging standards for 2-5axle trucks will be reduced by 6.95%, 14.01%, 5.00% and 5.00%, respectively to support the development of the real economy and reduce logistics cost. According to the Notice on the Implementation of Differentiated Tolls for Six-AxleTrucks on Expressways (《關於對高速公路六軸貨車通行費實行差異化收費的通知》), a 5% discount was applied on the basis of the current toll standard for six-axletrucks.

Jiangsu Expressway Company Limited

15

SECTION IV DISCUSSION AND ANALYSIS OF THE OPERATION

  1. DISCUSSION AND ANALYSIS OF THE OPERATION (CONTINUED)

The impact of the COVID-19outbreak. Firstly, the prevention and control of epidemic and assurance of road accessibility. The expressway network is an important part of the development of national economy, after the outbreak of the COVID-19, the Group united multiple parties to strictly prevent the spread of the COVID-19, and ensure that "every vehicle must be checked and every person's temperature must be measured". Toll roads could be used on a free-of-charge basis from 0:00 on 17 February 2020, the Group quickly implemented the system switching to achieve "exemption of all charges that ought to be exempted". The Group strengthened the maintenance of station facilities, road condition patrols, congestion clearing, and prepared for duty according to the main post responsibility and deputy post responsibility in advance to ensure smooth traffic flow of road network, safe and stable road conditions, and contribute to the healthy development of the economy and society in terms of transportation. Secondly, the change of expressway traffic. During the Reporting Period, affected by multiple factors such as the COVID-19 outbreak, the policy on toll-free travel and the resumption of work and production, the average daily traffic volume of Shanghai-Nanjing Expressway was 99,200 vehicles, representing a year- on-year decrease of 2.17%. In particular, the traffic flow of the expressway network in the early stage of the epidemic continued to decline; after the implementation of the policy on toll-free travel, the traffic flow recovered quickly; after the resumption of toll collection on 6 May, the increase in traffic flow slowed down. During the Reporting Period,the overall trend of the traffic volume of other roads and bridges operated by the Group was basically the same as that of the Jiangsu section of Shanghai-Nanjing Expressway. Thirdly,the change in toll revenue. During the Reporting Period, the overall toll revenue of the toll roads and bridges operated by the Group decreased significantly as compared with the corresponding period of the previous year. In particular, the toll revenue of Shanghai-Nanjing Expressway from January to June was RMB1,176,273,000, representing a year-on-year decrease of 53.74%.

Investment in road and bridge construction. Firstly,the construction of road and bridge projects. As of the end of June 2020, the construction of Wufengshan Toll Bridge, Longtan Bridge, Changyi Expressway, and Yichang Expressway projects had incurred an aggregate investment of approximately RMB10,045 million, RMB1,316 million, RMB3,331 million and RMB2,732 million, respectively, representing 81.70%, 21.05%, 87.67% and 68.68% of the total investment of the project, respectively. As the projects under construction will be completed in succession and put into operation, they will become a new profit growth point for the Group in the future. Secondly,the integration of road and bridge resources. In order to optimize the Company's management structure and improve operational efficiency, the Company implemented the merger its wholly-owned subsidiary Ningchang Zhenli Company. After the completion of the merger, the compounded effect of "1+12" will be realized. Thirdly, the research of investment projects. Focusing on domestic and overseas road and bridge projects with promising long-term benefits, the Group actively carried out analysis and demonstration of investment projects, further strengthened, improved and expanded the principal business, and shared the dividends of the development with investors.

16 2020 Interim Report

SECTION IV DISCUSSION AND ANALYSIS OF THE OPERATION

  1. DISCUSSION AND ANALYSIS OF THE OPERATION (CONTINUED)

Road operation management. Firstly,the promotion of the 5G applications implementation. Following the pace of the "Internet +" times, the Group explored the scenario-based application of 5G technology, and vigorously promoted the construction of intelligent expressways. On 28 June, China Tower Corporation Limited announced that the 5G network coverage of the Jiangsu section of Shanghai-Nanjing Expressway exceeded 96%, making it the first main lines expressway with 5G network fully connected in the PRC. Secondly, the road accessibility through intelligent management and control. Aiming at the characteristics of large traffic difference and wide breadth of road of Shanghai-Nanjing Expressway, the Group tried design by section and differentiated management and control to realize "intelligent expansion"in limited space. In the first half of 2020, Wuxi section of Shanghai-Nanjing Expressway, which used to be congested, has normalized its management and control systems for ramp and lane with huge traffic flow and has significantly improved the traffic efficiency. Thirdly, the carrying out of centralized maintenance of super-long sections. The Group carried out the closed centralized maintenance of long-distance sections with huge traffic flow in the Suzhou section with frequent congestion of Shanghai-Nanjing Expressway for the first time in the PRC, and completed a single 22-kilometer mat coat and nearly 50-kilometer medium- sized maintenance project within 8 working days. The number of work types, single-day workload, and time saving set a new industry record, which was highly recognized by the Ministry of Transport and peers both inside and outside the province. Fourthly,the maintenance and intelligent management of pilot roads and bridges. The Group used the intelligent control system of road maintenance quality to realize intelligent supervision by means of Internet of Things, RFID and other information means for the first time. It put forward the multi-dimensional quality evaluation method and preliminarily constructed the multi-dimensional evaluation system for maintenance project quality. It also developed an intelligent road inspection system for expressway and successfully passed the appraisal, filling the gap in the corresponding sectors in the PRC.

  1. Toll road and bridge business
    1. Business performance and analysis of project operation
    During the Reporting Period, affected by the COVID-19 epidemic and the policy on toll-free travel, the Group recorded toll revenue of approximately RMB1,777,601,000, representing a year-on-year decrease of approximately 52.97% and representing approximately 66.62% of the total operating revenue of the Group. Of which, Shanghai-Nanjing Expressway recorded an average daily traffic volume of 99,200 vehicles, representing a year-on-year decrease of approximately 2.17%, and an average daily toll revenue of approximately RMB6,463,040 (average daily toll revenue, including that of the toll-free period, the same below), representing a year-on-year decrease of approximately 53.99% Note .

Jiangsu Expressway Company Limited

17

SECTION IV DISCUSSION AND ANALYSIS OF THE OPERATION

  1. DISCUSSION AND ANALYSIS OF THE OPERATION (CONTINUED)
    1. Toll road and bridge business (Continued)
      1. Business performance and analysis of project operation (Continued)
      The traffic volume of other road and bridge projects operated by the Group including Zhenli Expressway, Wuxi Huantaihu Expressway and Changjia Expressway continued to maintain a relatively good growth momentum. During the Reporting Period, their overall movements in traffic volumes of passenger vehicles and trucks were basically consistent with that of Shanghai-Nanjing Expressway. The data of the operations of each of the road and bridge projects is set out as below:
      Comparison of the data of average daily traffic volume and toll revenue (average daily toll revenue,including that of the toll-free period):

Corresponding

Reporting

period of the

Year-on-year

Projects

Period

previous year

change

(%)

Shanghai-Nanjing Expressway

Total traffic volume (vehicle/day)

99,199

101,398

-2.17

Average daily toll revenue (RMB'000/day)

6,463.04

14,047.78

-53.99

Ningchang Expressway

Total traffic volume (vehicle/day)

52,197

41,887

24.61

Average daily toll revenue (RMB'000/day)

1,008.11

2,526.18

-60.09

Zhenli Expressway

Total traffic volume (vehicle/day)

21,293

15,199

40.09

Average daily toll revenue (RMB'000/day)

363.10

735.83

-50.65

Xicheng Expressway

Total traffic volume (vehicle/day)

87,949

81,123

8.41

Average daily toll revenue (RMB'000/day)

883.90

1,593.76

-44.54

Guangjing Expressway

Total traffic volume (vehicle/day)

89,063

73,421

21.30

Average daily toll revenue (RMB'000/day)

424.99

827.31

-48.63

Xiyi Expressway

Total traffic volume (vehicle/day)

24,241

22,947

5.64

Average daily toll revenue (RMB'000/day)

416.94

869.37

-52.04

Wuxi Huantaihu Expressway

Total traffic volume (vehicle/day)

12,701

8,454

50.24

Average daily toll revenue (RMB'000/day)

98.98

89.88

10.12

Jiangyin Bridge

Total traffic volume (vehicle/day)

99,202

92,060

7.76

Average daily toll revenue (RMB'000/day)

1,729.14

3,249.55

-46.79

Sujiahang Expressway

Total traffic volume (vehicle/day)

56,486

68,630

-17.70

Average daily toll revenue (RMB'000/day)

1,312.82

3,508.31

-62.58

Yanjiang Expressway

Total traffic volume (vehicle/day)

54,044

54,957

-1.66

Average daily toll revenue (RMB'000/day)

1,997.49

4,122.68

-51.55

Changjia Expressway

Total traffic volume (vehicle/day)

46,783

18,274

156.00

Average daily toll revenue (RMB'000/day)

486.75

398.63

22.11

Zhendan Expressway

Total traffic volume (vehicle/day)

18,060

15,087

19.71

Average daily toll revenue (RMB'000/day)

107.97

191.35

-43.57

18 2020 Interim Report

SECTION IV DISCUSSION AND ANALYSIS OF THE OPERATION

  1. DISCUSSION AND ANALYSIS OF THE OPERATION (CONTINUED)
    1. Toll road and bridge business (Continued)

1. Business performance and analysis of project operation (Continued)

Note: 1. 2020 is a leap year. The number of days in February increased by one day year-on-year. The average daily toll revenue decreased more than the toll revenue during the Reporting Period.

  1. The tolls on toll roads nationwide were waived from 00:00 on 17 February 2020 until 00:00 6 May 2020. In general, at the beginning of the epidemic outbreak, the traffic flow on the expressway network continued to decline. After the implementation of the policy of exempting vehicle tolls, the traffic flow recovered quickly. The growth of traffic flow slowed down after the tolls were restored on 6 May.
  2. During the Reporting Period, road maintenance operations were carried out at the G42 Hurong Expressway Shuofang Hub-Suzhou North Hub (from Nanjing to Shanghai), during which half-opening traffic control measures were taken to divert vehicles to Huantaihu Expressway. Affected by this, the toll revenue of Wuxi Huantaihu Expressway increased as compared with the corresponding period of the previous year.
  3. During the Reporting Period, the main line of Changjia Expressway was opened and the traffic volume increased significantly. Affected by this, the toll revenue of Changjia Expressway increased as compared with the corresponding period of the previous year.

2. Business Development

  1. Actively advancing the construction of road and bridge projects under construction
    During the Reporting Period, the Group continued to efficiently advance the construction of road and bridge projects under construction in an orderly way. During the Reporting Period, Wufengshan Bridge Project incurred an investment of RMB1,038 million, with cumulated investment of RMB10,045 million as of the end of June 2020, representing 81.70% of the total investment of the project, and it is expected to be completed in 2021. Changyi Expressway Project incurred an investment of RMB436 million, with cumulated investment of RMB3,331 million as of the end of June 2020, representing 87.67% of the total investment of the project; Yichang Expressway Project incurred an investment of RMB738 million, with cumulated investment of RMB2,732 million as of the end of June 2020, representing 68.68% of the total investment of the project; and Longtan Bridge Project incurred an investment of RMB945 million, with cumulated investment of RMB1,316 million as of the end of June 2020, representing 21.05% of the total investment of the project.
  2. The toll road and bridge projects in Turkey
    During the Reporting Period, the Group accelerated the investment progress of the acquisitions in relation to the toll road and bridge projects in Turkey, and the relevant approval procedures are being processed.

Jiangsu Expressway Company Limited

19

SECTION IV DISCUSSION AND ANALYSIS OF THE OPERATION

  1. DISCUSSION AND ANALYSIS OF THE OPERATION (CONTINUED)
    1. Operation of ancillary services
      Ancillary services of the Group mainly include lease of service areas, sale of petroleum products and other related operations provided at the service areas along the expressway. During the Reporting Period, the Group realized revenue of approximately RMB611,872,000 from ancillary services, representing a year-on-year increase of approximately 0.15%. In particular, sales revenue of petroleum products was approximately RMB495,285,000, representing approximately 80.95% of the total revenue from ancillary services, representing a year-on-year increase of approximately 1.18%; rental income from service areas amounted to approximately RMB102,161,000; and other income was approximately RMB14,426,000.
      During the Reporting Period, due to the impact of the novel coronavirus outbreak, the road network traffic continued to decline in the initial period, resulting in a decrease in sales of petroleum products. However, with the implementation of the national policy on toll-free travel, the traffic volume of trucks and passenger vehicles on expressway network was quickly recovered, and the sales of petroleum products subsequently increased, making up for the adverse impact of the previous sales of petroleum products. During the Reporting Period, the Group actively introduced competition mechanisms and managed to secure more profit margins through actively carrying out negotiations with petroleum suppliers. In the first half of 2020, the gross profit and gross profit margin of petroleum products operation of the Group increased by 45.67 percentage points and 6.10 percentage points as compared with the first half of 2019, respectively, and drove the gross profit margin of ancillary services business operation increased by approximately 4.39 percentage points year-on-year.
  1. Business of property development and sales
    In the first half of 2020, the "houses are for living, not for speculative investment" was the main principle of the property market regulation. The impact of the novel coronavirus outbreak had a significant impact on the Group's income from its property business. During the Reporting Period, the Group seized the market sales window period to actively increase efforts in de-stocking.
    During the Reporting Period, the pre-sale area of commodity housing of Ninghu Properties Company was 5,995.22 square meters, and the pre-sale revenue of RMB176,088,000 was realized, representing a year-on-year decrease of 68.33% and 63.60%, respectively. Affected by the epidemic, there was a year-on-year decrease in the delivery scale of housing. From January to June, a total of 93 units were delivered, with sales revenue carried forward amounting to approximately RMB239,599,000, representing a decrease of 41.82% as compared with the corresponding period of the previous year. The net profit after tax realized was approximately RMB54,620,000, representing a year-on-year decrease of approximately 49.05%.
    During the Reporting Period, the sale and leasing of the Hanrui Center developed by Hanwei Company were carried out in an orderly manner. In the first half of 2020, 26 units of commodity housing (apartments) were signed contracts with a pre-sale area of 1,526.06 square meters, achieving pre-sale revenue of RMB38,047,000. Approximately 50% of shops have completed negotiations on potential leasing.

20 2020 Interim Report

SECTION IV DISCUSSION AND ANALYSIS OF THE OPERATION

  1. DISCUSSION AND ANALYSIS OF THE OPERATION (CONTINUED)
    (IV) Other businesses

Other businesses of the Group mainly comprised of the advertising businesses of certain subsidiaries, management services provided by Yangtze River Management Company and property services provided by Ninghu Properties Company. During the Reporting Period, the Group realized revenue from other businesses of approximately RMB39,280,000, representing a year-on-year increase of approximately 18.57% and which is mainly attributable to the year-on-year increase in revenue from commission operation and management services.

  1. PRINCIPAL OPERATIONS DURING THE REPORTING PERIOD
    1. Analysis of principal businesses
      1. Table of analysis on changes in relevant items in the financial statements

Unit: Yuan

Currency: RMB

Corresponding

period of the

Item

Reporting Period

previous year

Changes

(%)

Operating income

2,668,351,072.50

4,835,457,868.83

-44.82

Operating costs

1,859,290,222.19

1,955,644,387.14

-4.93

Selling expenses

8,977,337.47

18,630,332.26

-51.81

Administrative expenses

73,831,410.68

85,673,931.47

-13.82

Financial expenses

256,387,221.40

226,517,238.35

13.19

Net cash flow from operating activities

895,329,150.48

2,927,496,390.90

-69.42

Net cash flow from investing activities

-3,291,196,408.42

-3,203,647,193.79

2.73

Net cash flow from financing activities

2,275,283,608.14

290,135,764.89

684.21

Tax and surcharge

39,258,353.21

55,403,316.19

-29.14

Gain on change in fair value

50,461,176.80

21,207,890.81

137.94

Investment income

147,761,973.92

478,199,640.69

-69.10

Other income

9,387,442.24

2,612,095.39

259.38

Non-operating revenue

29,557,223.53

1,608,479.04

1,737.59

Income tax

173,933,369.86

651,267,942.06

-73.29

Other comprehensive income, net of tax

-809,582,328.42

531,287,650.30

-252.38

Note: The figures in the table are unaudited.

Jiangsu Expressway Company Limited

21

SECTION IV DISCUSSION AND ANALYSIS OF THE OPERATION

  1. PRINCIPAL OPERATIONS DURING THE REPORTING PERIOD (CONTINUED)
    1. Analysis of principal businesses (Continued)
      1. Table of analysis on changes in relevant items in the financial statements (Continued)
      Explanations on the reasons for the change of operating income: A year-on-yearsignificant decrease in the Group's toll revenue was mainly due to the impact of the COVID-19and the policy on toll-freetravel during the Reporting Period; the scale of delivery and transfer of property business were less than that of the corresponding period of the previous year as a result of the COVID-19,and the delivery and the income of property business deceased year-on-year,resulting in a year-on-yeardecrease in operating income.
      Explanations on the reasons for the changes of operating costs: A year-on-yeardecrease in operating costs was mainly due to the scale of delivery and transfer of real estate projects during the Reporting Period were less than that of the corresponding period of the previous year as a result of the impact of the COVID-19,and the costs of property sales business deceased year-on-year.
      Explanations on the reasons for the changes in selling expenses: A year-on-yeardecrease in selling expenses was mainly due to the decrease in advertisement and promotion fee and commission fee for agent of real estate sales of Ninghu Properties Company and Hanwei Company during the Reporting Period as a result of the impact of the COVID-19.
      Explanations on the reasons for the changes in administrative expenses: A year-on-year decrease in administrative expenses was mainly due to the strengthening of budget management and strict expenses control by the Group to reduce the impact of the COVID-19during the Reporting Period.
      Explanations on the reasons for the changes in financial expenses: During the Reporting Period, the comprehensive loan costs of the Group's capitalization of interest-bearingdebts decreased as compared with the corresponding period of the previous year, however, a year-on-yearincrease in financial expenses was mainly due to the increased scale of interest-bearingdebts of the Group as compared with the corresponding period of the previous year as a result of the impact of the COVID-19and the policy on toll-freetravel.
      Explanations on the reasons for the changes in R&D expenses: None.
      Explanations on the reasons for the changes in net cash flow from operating activities: A year-on-yearsignificant decrease in the net cash flow from operating activities was mainly due to a year-on-yeardecrease in toll revenue and revenue from pre-salesof property projects as a result of the impact of the COVID-19and the policy on toll-freetravel during the Reporting Period.

22 2020 Interim Report

SECTION IV DISCUSSION AND ANALYSIS OF THE OPERATION

  1. PRINCIPAL OPERATIONS DURING THE REPORTING PERIOD (CONTINUED)
    1. Analysis of principal businesses (Continued)
      1. Table of analysis on changes in relevant items in the financial statements (Continued)
      Explanations on the reasons for the changes in net cash flow from investing activities: A year-on-yearincrease in the net cash flow from investing activities was mainly due to a year-on-yearincrease in the investment in the construction of road and bridge projects under construction and net cash outflow from the purchase of wealth management products during the Reporting Period.
      Explanations on the reasons for the changes in net cash flow from financing activities: A year-on-yearsignificant increase in the net cash flow from financing activities was mainly due to a year-on-yearincrease in net cash inflow from the Group's borrowings as a result of the impact of the COVID-19and the policy on toll-freetravel during the Reporting Period.
      Explanations on the reasons for the changes in tax and surcharge: A year-on-yeardecrease in provisions of tax and surcharge was mainly due to the fact that the operating revenue of the Group was lower than that of the corresponding period of the previous year.
      Explanations on the reasons for the changes in gain on change in fair value: Mainly due to the year-on-yearincrease in the fair value of other non-currentfinancial assets held by Ninghu Investment Company, a subsidiary of the Company during the Reporting Period.
      Explanations on the reasons for the changes in investment income: Mainly due to the impact of the COVID-19and the policy on toll-freetravel during the Reporting Period, certain associates which have a larger proportion of their business engaged in road and bridge sector incurred operating losses.
      Explanations on the reasons for the changes in other income: Mainly due to the inclusion of deductible portion into other income as a result of the implementation of national policies, 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.
      Explanations on the reasons for the changes in non-operating revenue: Mainly due to the receipt of pit compensation during the Reporting Period.
      Explanations on the reasons for the changes in income tax: Mainly due to the year-on-year decrease in the taxable income of the Group as a result of the impact of the COVID-19and the policy on toll-freetravel during the Reporting Period.
      Explanations on the reasons for the changes in other comprehensive income, net of tax: Mainly due to the decrease in the fair value of other equity instruments investment held by the Group during the Reporting Period, resulting in a year-on-yeardecrease in other comprehensive income.

Jiangsu Expressway Company Limited

23

SECTION IV DISCUSSION AND ANALYSIS OF THE OPERATION

  1. PRINCIPAL OPERATIONS DURING THE REPORTING PERIOD (CONTINUED)
    1. Analysis of principal businesses (Continued)
      1. Table of analysis on changes in relevant items in the financial statements (Continued)
      1. Principal operating activities classified by industries and regions

Unit: Yuan Currency: RMB

Principal operating activities classified by industries

Change in

Change in

operating

operating

revenue over the

costs over the

Change in gross

corresponding

corresponding

profit margin over

Gross profit

period of last

period of last

the corresponding

By industries

Operating revenue

Operating costs

margin

year

year

period of last year

(%)

(%)

(%)

Toll road business

1,777,600,712.74

1,197,035,388.35

32.66

-52.97

0.91

Decreased by 35.95 percentage

points

Shanghai-Nanjing Expressway

1,176,273,277.15

643,622,193.65

45.28

-53.74

2.46

Decreased by 30.01 percentage

points

Guangjing Expressway and

238,218,656.79

111,470,130.86

53.21

-45.64

-33.86

Decreased by 8.33 percentage

Xicheng Expressway

points

Ningchang Expressway and

249,559,632.44

317,048,082.41

-27.04

-57.73

18.57

Decreased by 81.75 percentage

Zhenli Expressway

points

Xiyi Expressway and Wuxi

93,898,635.01

101,726,699.57

-8.34

-45.92

5.25

Decreased by 52.67 percentage

Huantaihu Expressway

points

Zhendan Expressway

19,650,511.35

23,168,281.86

-17.90

-43.26

-9.23

Decreased by 44.20 percentage

points

Ancillary services business

611,871,621.75

525,002,197.70

14.20

0.15

-4.73

Increased by 4.39 percentage

points

Property sales business

239,598,650.73

110,236,786.05

53.99

-41.82

-46.38

Increased by 3.91 percentage

points

Other businesses

39,280,087.28

27,015,850.09

31.22

18.57

112.95

Decreased by 30.49 percentage

points

Total

2,668,351,072.50

1,859,290,222.19

30.32

-44.82

-4.93

Decreased by 29.24 percentage

points

Note: During the Reporting Period, the operating costs of other businesses increased by 112.95% year-on- year was mainly due to the increase in operating costs of Yangtze River Management Company, which was established on 6 June 2019.

Principal operating activities classified by industries and products: Nil.

24 2020 Interim Report

SECTION IV DISCUSSION AND ANALYSIS OF THE OPERATION

  1. PRINCIPAL OPERATIONS DURING THE REPORTING PERIOD (CONTINUED)
    1. Analysis of principal businesses (Continued)
      1. Table of analysis on changes in relevant items in the financial statements (Continued)
      1. Analysis of costs
        During the Reporting Period, accumulated operating costs amounted to approximately RMB1,859,290,000, representing a year-on-year decrease of approximately 4.93%. The cost structure of each business category is set out below:

Unit: Yuan Currency: RMB

By Industries

Changes in

percentage of

the amount for

Proportion of the

the Reporting

Proportion of

amount in total

Period compared

the amount in

costs for the

with the

total costs for

Amount for the

corresponding

corresponding

Components of

Amount for the Reporting

the Reporting

corresponding

period of last

period of last

By Industries

costs

Period

Period

period of last year

year

year

Explanation

(%)

(%)

(%)

Toll road operations

-

1,197,035,388.35

64.38

1,186,295,935.98

60.66

0.91

-

-

Depreciation and

745,349,229.43

40.09

722,765,894.88

36.96

3.12

amortization

-

Costs on maintenance

90,000,499.83

4.84

83,907,384.95

4.29

7.26

Mainly due to the centralized

maintenance of pavement on

certain sections of Nanjing

Shanghai Expressway and a year-

on-year increase in the costs of

road maintenance as a result of a

comprehensive renovation of the

facilities and greening along the

expressways during the Reporting

Period.

-

Costs on system

4,238,044.31

0.23

7,078,171.66

0.36

-40.13

Mainly due to higher costs on system

maintenance

maintenance as affected by the

withdrawal of provincial toll stations in

the corresponding period of last year

-

Costs on toll collection

48,350,275.51

2.60

73,256,312.21

3.75

-34.00

Mainly due to the decrease in toll

revenue during the Reporting Period,

the corresponding road network

management fees decreased year-

on-year, and the renovation of toll

station areas along the expressway in

the corresponding period of last year,

resulting in a year-on-year decrease in

costs on toll collection.

-

Labour costs

309,097,339.27

16.62

299,288,172.28

15.30

3.28

Jiangsu Expressway Company Limited

25

SECTION IV DISCUSSION AND ANALYSIS OF THE OPERATION

  1. PRINCIPAL OPERATIONS DURING THE REPORTING PERIOD (CONTINUED)
    1. Analysis of principal businesses (Continued)
      1. Table of analysis on changes in relevant items in the financial statements (Continued)
      1. Analysis of costs (Continued)

By Industries

Changes in

percentage of

the amount for

Proportion of the

the Reporting

Proportion of

amount in total

Period compared

the amount in

costs for the

with the

total costs for

Amount for the

corresponding

corresponding

Components of

Amount for the Reporting

the Reporting

corresponding

period of last

period of last

By Industries

costs

Period

Period

period of last year

year

year

Explanation

(%)

(%)

(%)

Ancillary service businesses

-

525,002,197.70

28.24

551,071,965.03

28.18

-4.73

-

-

Raw materials

377,916,696.35

20.33

405,635,189.34

20.74

-6.83

Mainly due to the year-on-year decrease

in procurement cost of raw materials as

a result of the impact of the COVID-19

and the drop in oil prices during the

Reporting Period.

-

Depreciation and

28,252,899.48

1.52

26,911,715.93

1.38

4.98

amortization

-

Labour costs

81,461,935.33

4.38

83,861,022.12

4.29

-2.86

-

Other costs

37,370,666.54

2.01

34,664,037.64

1.77

7.81

Mainly due to the year-on-year increase

in property management fees in the

service area during the Reporting

Period.

Property sales businesses

-

110,236,786.05

5.93

205,590,031.45

10.51

-46.38

During the Reporting Period, there was

a year-on-year decrease in the scale

of delivery and transfer of real estate

projects, resulting in a year-on-year

decrease in the cost of property sales

business.

Other businesses

-

27,015,850.09

1.45

12,686,454.68

0.65

112.95

Mainly due to a year-on-year increase in

the costs of other business as a result

of the increase in the management cost of Yangtze River Management Company and the increase in the scale of the property management concerning the property projects delivered by the subsidiaries during the Reporting Period.

26 2020 Interim Report

SECTION IV DISCUSSION AND ANALYSIS OF THE OPERATION

  1. PRINCIPAL OPERATIONS DURING THE REPORTING PERIOD (CONTINUED)
    1. Analysis of principal businesses (Continued)
      2. Others
      1. Detailed explanation on major changes in the composition or source of the Company's profit

Applicable N/A

  1. Others

Applicable N/A

  1. Explanation on major changes in profits caused by non-principal businesses
    Applicable N/A
  1. Analysis of Assets and Liabilities

Applicable

N/A

1. Assets and Liabilities

Unit: RMB Currency: RMB

Proportion of

balance to the

Balance at the end

total assets as

of the Reporting

at the end of the

Item

Period

Reporting Period

(%)

Percentage change in

Proportion of

balance at the end of

balance to the total

the Reporting Period

assets as at the

as compared to that

Balance at the end of

end of the previous

at the end of the

the previous period

period

previous period

Explanation on changes

(%)

(%)

Held-for-trading financial assets

1,765,073,027.10

3.02

676,935,184.62

1.22

160.74

Mainly due to the increase in wealth

management products held by the

Group at the end of the Reporting

Period as compared to the

beginning of the period.

Notes receivable

1,997,100.00

-

-

-

-

Mainly due to the increase in the bank

acceptances receivable at the end

of the Reporting Period.

Jiangsu Expressway Company Limited

27

SECTION IV DISCUSSION AND ANALYSIS OF THE OPERATION

  1. PRINCIPAL OPERATIONS DURING THE REPORTING PERIOD (CONTINUED)
    1. Analysis of Assets and Liabilities (Continued)
      1. Assets and Liabilities (Continued)

Proportion of

balance to the

Balance at the end

total assets as

of the Reporting

at the end of the

Item

Period

Reporting Period

(%)

Percentage change in

Proportion of

balance at the end of

balance to the total

the Reporting Period

assets as at the

as compared to that

Balance at the end of

end of the previous

at the end of the

the previous period

period

previous period

Explanation on changes

(%)

(%)

Accounts Receivable

412,901,378.17

0.71

224,285,157.62

0.40

84.10

Mainly due to the increase in

financing factoring balance at

the end of the Reporting Period

as compared to the beginning of

the period.

Prepayments

57,315,472.23

0.10

26,865,058.19

0.05

113.35

Mainly due to the increase in

prepayments for petroleum

products at the end of the Reporting

Period as compared to the

beginning of the period.

Other receivables

118,522,734.38

0.20

51,199,899.50

0.09

131.49

Mainly due to the cash dividends

declared but not yet paid by

associates during the Reporting

Period.

Other current assets

514,936,839.58

0.88

379,340,961.34

0.68

35.75

Mainly due to the increase in the

Group's prepaid VAT at the end of

the Reporting Period as compared

to the beginning of the period.

Other equity instruments

4,567,964,324.49

7.82

5,655,468,613.24

10.17

-19.23

Mainly due to the decrease in the

investment

book value of the other equity

instruments investment recognized

at fair value by the Group during

the Reporting Period.

Construction in progress

17,618,050,406.77

30.18

14,501,734,494.95

26.07

21.49

Mainly due to the investment in

construction of road and bridge

projects in progress.

Right-of-use assets

2,022,347.44

-

637,434.33

-

217.26

Mainly due to the increase in the

right-of-use assets recognized in

accordance with the New Lease

Standards during the Reporting

Period.

28 2020 Interim Report

SECTION IV DISCUSSION AND ANALYSIS OF THE OPERATION

  1. PRINCIPAL OPERATIONS DURING THE REPORTING PERIOD (CONTINUED)
    1. Analysis of Assets and Liabilities (Continued)
      1. Assets and Liabilities (Continued)

Proportion of

balance to the

Balance at the end

total assets as

of the Reporting

at the end of the

Item

Period

Reporting Period

(%)

Percentage change in

Proportion of

balance at the end of

balance to the total

the Reporting Period

assets as at the

as compared to that

Balance at the end of

end of the previous

at the end of the

the previous period

period

previous period

Explanation on changes

(%)

(%)

Short-term borrowings

1,380,880,336.29

2.37

1,972,708,495.84

3.55

-30.00

Mainly due to the partial repayment

of short-term borrowings during the

Reporting Period.

Notes Payable

895,000,000

1.53

-

-

-

Mainly due to the issuance of bank

acceptances by the subsidiaries

engaged in the construction of

roads and bridges, concerning the

payment of construction projects

during the Reporting Period.

Accounts payable

1,043,858,654.62

1.79

1,262,414,819.54

2.27

-17.31

Mainly due to the decrease in project

payment payable during the

Reporting Period.

Other payables

2,591,604,474.14

4.44

261,048,444.02

0.47

892.77

The increase is mainly due to the cash

dividends declared but not paid at

the end of the Reporting Period.

Non-current liabilities due within

4,164,076,736.49

7.13

3,161,145,193.63

5.68

31.73

Mainly due to the adjustment of RMB1

one year

billion of medium-term notes due

within one year to non-current

liabilities due within one year during

the Reporting Period.

Other current liabilities

6,357,724,161.56

10.89

5,092,083,748.87

9.15

24.86

Mainly due to the ultra short-term

notes newly issued during the

Reporting Period, resulting

in increase in the balance as

compared to the beginning of

the period.

Long-term borrowings

10,055,235,181.77

17.22

8,335,475,444.12

14.99

20.63

Mainly due to the increase in loans

for road and bridge projects under

construction during the Reporting

Period as compared to the beginning of the period.

Jiangsu Expressway Company Limited

29

SECTION IV DISCUSSION AND ANALYSIS OF THE OPERATION

  1. PRINCIPAL OPERATIONS DURING THE REPORTING PERIOD (CONTINUED)
    1. Analysis of Assets and Liabilities (Continued)
      1. Assets and Liabilities (Continued)

Proportion of

balance to the

Balance at the end

total assets as

of the Reporting

at the end of the

Item

Period

Reporting Period

(%)

Percentage change in

Proportion of

balance at the end of

balance to the total

the Reporting Period

assets as at the

as compared to that

Balance at the end of

end of the previous

at the end of the

the previous period

period

previous period

Explanation on changes

(%)

(%)

Bonds payable

-

-

997,460,933.93

1.79

-100.00

Mainly due to the adjustment of RMB1

billion of medium-term notes due

within one year to non-current

liabilities due within one year during

the Reporting Period.

Lease

1,094,340.47

-

-

-

-

Mainly due to the lease liabilities

liabilities

recognized in accordance with the

New Lease Standards during the

Reporting Period

Deferred income tax liabilities

157,788,364.52

0.27

416,613,871.66

0.75

-62.13

Mainly due to the adjustment of other

comprehensive income based

on the fair value of other equity

instruments held by the Group,

and the adjustment to the deferred

income tax liabilities accordingly

during the Reporting Period.

Deferred income

128,703,380.91

0.22

41,177,151.42

0.07

212.56

Mainly due to the receipt of subsidies

concerning the withdrawal of

provincial boundary toll stations

during the Reporting Period.

Other comprehensive income

504,015,493.00

0.86

1,291,748,071.42

2.32

-60.98

Mainly due to the adjustment of other

comprehensive income based

on the fair value of other equity

instruments held by the Group

during the Reporting Period.

Other explanations

The calculation basis for total gearing ratio: liabilities divided by total assets; the calculation

basis for net gearing ratio: liabilities divided by shareholders' equity.

30 2020 Interim Report

SECTION IV DISCUSSION AND ANALYSIS OF THE OPERATION

  1. PRINCIPAL OPERATIONS DURING THE REPORTING PERIOD (CONTINUED)
    1. Analysis of Assets and Liabilities (Continued)
      2. Restrictions on major assets as at the end of the Reporting Period
      • Applicable N/A

Unit: Yuan Currency: RMB

Book value as at the

end of the Reporting

Item

Period

Reasons for restriction

Bank deposits

2,359,744.84

Deposit of mortgage loans to customers

Bank deposits

65,208,534.35

Regulated pre-sale proceeds

Intangible assets

1,813,651,978.68

Pledge of concession rights of toll

expressways

Total

1,881,220,257.87

  1. Explanation for restrictions on bank deposits
    At the end of the Reporting Period, other monetary funds of the Group included customers' deposit for mortgage loans of RMB2,360,000 and regulated pre-sale proceeds of RMB65,209,000. The regulated pre-sale proceeds are project funds placed in escrow with banks as required by Nanjing Bureau of Housing and Urban- Rural Development (南京市住房和城鄉建設局) for the purpose of facilitating the smooth development of property projects and strengthening the supervision of monetary capital for property development projects. Project capital must be paid in full into banks before applications for construction permits are made. Developers shall release the project deposits by tranches depending on the construction progress. The remaining project deposits shall be released upon the completion of the construction and delivery of the units.

Jiangsu Expressway Company Limited

31

SECTION IV DISCUSSION AND ANALYSIS OF THE OPERATION

  1. PRINCIPAL OPERATIONS DURING THE REPORTING PERIOD (CONTINUED)
    1. Analysis of Assets and Liabilities (Continued)
      1. Restrictions on major assets as at the end of the Reporting Period (Continued)
        1. Explanation for restrictions on intangible assets
          Guangjing Xicheng Company, a subsidiary of the Group, entered into a loan contract with Wuxi branch of Industrial and Commercial Bank of China in respect of a loan of RMB1,200,000,000 in aggregate, which was secured by the toll road concession right of Guangjing Expressway. As at the end of the Reporting Period, the loan balance amounted to RMB581,000,000.
          Zhendan Company, a subsidiary of the Group, entered into a loan contract with each of Jiangsu Branch of Communications Bank, Zhongshan South Road Sub- branch of China Construction Bank and Gulou Sub-branch of Postal Saving Bank of China in respect of a total loan amount of RMB139,650,000, RMB600,000,000 and RMB230,000,000,respectively, which were secured by the toll road concession right of Zhendan Expressway. As at the end of the Reporting Period, the loan balance amounted to RMB135,450,000, RMB500,000,000 and RMB97,756,000, respectively.
      2. Other explanations
  • Applicable N/A
  1. Capital expenditures
    In the first half of 2020, the main capital expenditures of the Group are as follows:

Items of Capital Expenditures

Amount

(RMB)

Investment in the construction of Wufengshan Toll Bridge

1,037,517,588.84

Investment in the construction of Changyi Expressway

435,634,199.78

Investment in the construction of Yichang Expressway

738,646,549.32

Investment in the construction of Longtan Bridge

945,329,036.06

Equity investment in Suzhou Industrial Park CDB Kai Yuan Investment

Center Phase II (Limited Partnership)

34,269,230.68

Alteration and addition of service areas and toll collection points

16,103,092.99

Software renovation of toll stations

19,287,971.38

Double tank renovation project

2,423,815.28

Other capital expenditures of the Group

54,516,503.35

Total

3,283,727,987.68

32 2020 Interim Report

SECTION IV DISCUSSION AND ANALYSIS OF THE OPERATION

  1. PRINCIPAL OPERATIONS DURING THE REPORTING PERIOD (CONTINUED)
    1. Analysis of Assets and Liabilities (Continued)
      3. Other explanations (Continued)
      1. Capital structure and solvency
        The Group attached great importance to maintain a reasonable capital structure and continuously improved its profitability in order to maintain the Group's good credit rating and stable financial position. At the end of the Reporting Period, the total liabilities of the Group amounted to approximately RMB28,064,668,000. The overall gearing ratio of the Group was approximately 48.07% (Note: the calculation basis of the overall gearing ratio: liabilities/total assets), an increase of approximately 6.83 percentage points from the beginning of the period. In view of the Group's stable and abundant operating cash flow and sound capacity of financing and capital management, the management believes that the gearing ratio remained at a safe level at the end of the Reporting Period.
      2. Financial strategy and financing arrangement
        During the Reporting Period, the Group actively expanded its financing channels, adjusted its debt structure and controlled financing costs. Through adopting a proactive financing strategy, the Company was able to meet the funding needs of its operation and management and project investment and controlled the financing costs effectively. The Group's borrowing requirements are not subject to seasonality. During the Reporting Period, an additional fund of RMB8,110,000,000 was obtained through direct financing. As at 30 June 2020, the Group's borrowings amounted to RMB11,453,755,000, of which RMB2,274,909,000 were fixed-rate loans. As at the end of the Reporting Period, the balance of interest-bearing liabilities amounted to approximately RMB21,703,755,000, representing an increase of approximately RMB2,370,835,000 as compared with the beginning of the period. In the first half of 2020, the government adhered to the prudent monetary policy, the liquidity was reasonably abundant, the market interest rates were reasonably stable, and the financing costs on the market lowered as compared with the same period of last year. During the Reporting Period, the rate of the consolidated borrowing costs on interest- bearing liabilities of the Group was approximately 3.99%, representing a decrease of approximately 0.43 percentage point year-on-year, approximately 0.73 percentage point lower than the bank lending rate for the same period. During the Reporting Period, the Company's major financing activities included:

Jiangsu Expressway Company Limited

33

SECTION IV DISCUSSION AND ANALYSIS OF THE OPERATION

  1. PRINCIPAL OPERATIONS DURING THE REPORTING PERIOD (CONTINUED)
    1. Analysis of Assets and Liabilities (Continued)
      3. Other explanations (Continued)
      1. Financial strategy and financing arrangement (Continued)

Prevailing

Interest

bank

Decreases

Type of

Financing

rate of

benchmark

in financing

financing instrument

Date of issuance

Term

amount

issuance

interest rate

costs

RMB'000

%

%

%

Ultra short-term note

8

January 2020

93 days

720,000

2.20

4.35

2.15

Ultra short-term note

9

January 2020

92 days

340,000

2.20

4.35

2.15

Ultra short-term note

10 January 2020

97 days

600,000

2.29

4.35

2.06

Ultra short-term note

10

January 2020

98 days

200,000

2.20

4.35

2.15

Ultra short-term note

3

March 2020

227 days

500,000

2.10

4.35

2.25

Ultra short-term note

1

April 2020

198 days

400,000

2.20

4.35

2.15

Ultra short-term note

8

April 2020

190 days

600,000

1.78

4.35

2.57

Ultra short-term note

8

April 2020

190 days

500,000

1.77

4.35

2.58

Ultra short-term note

15

April 2020

191 days

600,000

1.75

4.35

2.60

Ultra short-term note

15

April 2020

191 days

700,000

1.74

4.35

2.61

Ultra short-term note

26

April 2020

187 days

300,000

1.68

4.35

2.67

Ultra short-term note

6

May 2020

184 days

500,000

1.67

4.35

2.68

Ultra short-term note

13

May 2020

184 days

500,000

1.65

4.35

2.70

Ultra short-term note

13

May 2020

184 days

500,000

1.67

4.35

2.68

Ultra short-term note

20

May 2020

184 days

400,000

1.65

4.35

2.70

Ultra short-term note

20

May 2020

184 days

500,000

1.65

4.35

2.70

Ultra short-term note

27 May 2020

142 days

250,000

1.65

4.35

2.70

  1. Credit policy
    In order to minimize credit risk, the Group has controlled credit limits, undertaken credit approvals and implemented other control procedures to ensure that necessary follow-up actions are taken to recover overdue debts. In addition, the Group reviews the recovery of its receivables on each balance sheet date to ensure that adequate provisions are made for bad debts. In view of the above, the management of the Group considers that the Group's credit risk is relatively low.

34 2020 Interim Report

SECTION IV DISCUSSION AND ANALYSIS OF THE OPERATION

  1. PRINCIPAL OPERATIONS DURING THE REPORTING PERIOD (CONTINUED)
    1. Analysis of Assets and Liabilities (Continued)
      3. Other explanations (Continued)
      1. Contingencies
        As a common practice in the real estate industry, Ninghu Properties Company and Hanwei Company, subsidiaries of the Group, provide joint liabilities guarantees in connection with mortgage loans granted to buyers of commodity housing properties. The guarantee obligation shall begin from the effective date of a guarantee contract and cease when the registration of mortgage in respect of a purchased properties is completed and the Building Right Encumbrances Certificate is submitted to banks for enforcement. As at 30 June 2020, the outstanding guarantees amounted to approximately RMB590,188,000.
        The Company has provided a wholly-owned subsidiary, Ninghu Factoring with guarantees for their application for comprehensive credit, with a maximum guarantee balance of RMB810,000,000. The guarantee method is joint liability guarantee, with a guarantee period of one year; as of 30 June 2020, the guarantee balance was approximately RMB110,000,000.
      2. Entrusted loans
        As at 30 June 2020, the entrusted loans obtained by the Company and its subsidiaries were as follows:

Unit: Yuan Currency: RMB

Overdue

Source of

Amount

Unexpired

outstanding

Type

funds

incurred

balance

amount

Entrusted loans

Internal funds

110,000,000

1,407,000,000

0

Note: As of the end of the Reporting Period, the Company's entrusted loan balance was RMB1,407,000,000. In particular, the entrusted loans to Zhendan Company, a controlling subsidiary were RMB21,000,000, and the entrusted loans to Hanwei Company and Ninghu Properties Company, the wholly-owned subsidiaries, were RMB436,000,000 and RMB950,000,000, respectively.

Jiangsu Expressway Company Limited

35

SECTION IV DISCUSSION AND ANALYSIS OF THE OPERATION

  1. PRINCIPAL OPERATIONS DURING THE REPORTING PERIOD (CONTINUED)
    1. Analysis of Assets and Liabilities (Continued)
      3. Other explanations (Continued)
      1. Foreign exchange risks
        The Group is currently operating its businesses principally in the PRC. There are no material foreign exchange risks as the Group's operating revenue and capital expenditure are all settled in Renminbi except for dividend payments for H Shares and the Group has no investment in foreign currency. The Group obtained a loan of USD9,800,000 from the Spanish Government in 1998 at the interest rate of 2% per annum which the Group will make annual payments in relation to the repayment of the principal and interests and it will become due on 18 July 2027. As at 30 June 2020, the balance of the loan was equivalent to approximately RMB14,909,000, against which no foreign exchange hedging arrangements were made by the Group. Fluctuation in exchange rates will have no material impact on the Group's results.

(IV) Analysis of investment

1. Overall analysis of external investment

  • Applicable N/A

During the Reporting Period, the total amount of external investment of the Group was approximately RMB3,191,397,000, representing a year-on-year increase of approximately 20.97%. The specific projects include investment in the construction of roads and bridges under construction, and investment in Suzhou Industrial Park CDB Kai Yuan Investment Center Phase II (Limited Partnership).

  1. Material equity investments

Applicable

N/A

  • Investment in Luode Parent Real Estate Fund
    On 24 April 2020, the twentieth meeting of the ninth session of the board of directors of the Company approved the participation by Ninghu Investment Company, a wholly-owned subsidiary of the Company, in the establishment of the Phase III Parent Real Estate Fund initiated by Luode Fund Company, with total size of the fund no more than RMB1.5 billion, in which Ninghu Investment Company will invest no more than RMB500 million; other partners and teams will invest no more than RMB1,000 million. For details of the above investment project, please refer to the announcements published by the Company on the website of Shanghai Stock Exchange (www.sse.com.cn) on 25 April 2020 and on the website of the Stock Exchange (www.hkex.com.hk) on 24 April 2020, respectively.

36 2020 Interim Report

SECTION IV DISCUSSION AND ANALYSIS OF THE OPERATION

  1. PRINCIPAL OPERATIONS DURING THE REPORTING PERIOD (CONTINUED)

(IV) Analysis of investment (Continued)

1. Overall analysis of external investment (Continued)

  1. Material equity investments (Continued)
    • Investment in Luode Parent Real Estate Fund (Continued)
      As of the date of this report, the relevant investment agreement has been signed on 24 July 2020. For details of the investment agreement, please refer to the relevant announcements published by the Company on the website of Shanghai Stock Exchange (www.sse.com.cn) on 25 July 2020 and on the website of the Stock Exchange (www.hkex.com.hk) on 24 July 2020, respectively.
  2. Material non-equity investments

Applicable

N/A

  • Accelerating the progress of road and bridge projects under construction
    During the Reporting Period, the Group accelerated the progress of road and bridge projects under construction, of which, RMB1,037,518,000, RMB435,634,000, RMB738,647,000 and RMB945,329,000 were invested in the construction of the Wufengshan Toll Bridge project, Changyi Expressway, Yichang Expressway and Longtan Bridge Project, respectively.
  • Subscription for CDB Kai Yuan Phase II Fund
    Upon approval by the board of directors of the Company, Ninghu Investment Company has subscribed for a total of RMB1.2 billion units in CDB Kai Yuan Phase II Fund. During the Reporting Period, Ninghu Investment Company made a capital contribution of approximately RMB34,269,000. As at the end of the Reporting Period, Ninghu Investment Company has made an aggregate capital contribution of RMB953,800,000.

Jiangsu Expressway Company Limited

37

SECTION IV DISCUSSION AND ANALYSIS OF THE OPERATION

  1. PRINCIPAL OPERATIONS DURING THE REPORTING PERIOD (CONTINUED)

(IV) Analysis of investment (Continued)

1. Overall analysis of external investment (Continued)

  1. Financial assets measured at fair value
    • Applicable N/A

Unit: Yuan Currency: RMB

Initial

Investment

Change in

Item

investment cost

Source of funds

Purchased/Sold

income

fair value

Fund investments

9,999,400.00

Internal funds

-

-

5,070,695.74

Wealth management products

1,732,700,000

Internal funds

-

5,374,015.76

-

Gold investments

10,473,492.09

Internal funds

-7,564,479.66

3,421,316.72

-1,745,020.34

Other non-current financial

919,531,171.55

Internal funds

34,269,230.68

-

47,094,108.45

assets (CDB Kai Yuan

Phase II)

Other non-current financial

150,000,000.00

Internal funds

-150,000,000.00

-

-27,890.68

assets (Luode Dening)

Other non-current financial

300,000,000.00

Internal funds

-

-

61,082.85

assets (Zhongbei Zhiyuan)

Other equity Instruments

1,947,506,804.71

Internal funds

-

93,130,000

-525,950,000

(Bank of Jiangsu)

Other equity Instruments

270,898,456.89

Internal funds

-

56,160,000

-194,220,000

(Jiangsu Leasing Company)

Fuanda Asset Management

2,000,000,000

Internal funds

-

-

-367,334,288.75

Scheme

New shares

206,442.80

Internal funds

-187,996.84

88,437.12

8,200.78

38 2020 Interim Report

SECTION IV DISCUSSION AND ANALYSIS OF THE OPERATION

  1. PRINCIPAL OPERATIONS DURING THE REPORTING PERIOD (CONTINUED)

(IV) Analysis of investment (Continued)

  1. 1. Overall analysis of external investment (Continued)

    1. Financial assets measured at fair value (Continued)
      During the Reporting Period, Ninghu Investment Company, a subsidiary of the Company, continued to hold Fuanda Advantageous Growth Fund purchased in 2011, in which approximately 10,000,000 units were available in total with a net value of approximately RMB22,891,000 at the beginning of the Reporting Period. Investment cost amounted to approximately RMB9,999,000. Its fair value increased by approximately RMB5,070,000 and its cumulative fair value increased by approximately RMB17,961,000 during the Reporting Period. During the Reporting Period, Ninghu Investment Company continued to engage in gold bullion investment commenced in 2014 at an investment cost of approximately RMB10,473,000 with a net value being approximately RMB13,694,000 at the beginning of the Reporting Period, and sold approximately RMB7,564,000 of the gold with an investment income of approximately RMB3,421,000 during the Reporting Period. At the end of the Reporting Period, its net value was approximately RMB4,385,000. Its fair value decreased by approximately RMB1,745,000 while its cumulative fair value increased by approximately RMB1,476,000 during the Reporting Period. During the Reporting Period, Ninghu Investment Company continued to hold Luode Parent Fund subscribed for in 2016, with a net value of approximately RMB38,414,000 at the beginning of the Reporting Period, and a net value of approximately RMB38,386,000 at the end of the Reporting Period. Its fair value decreased by approximately RMB28,000 and its cumulative fair value increased by approximately RMB38,386,000 during the Reporting Period. During the Reporting Period, Ninghu Investment Company continued to hold CDB Kai Yuan Phase II Fund subscribed for in 2016 at an investment cost of RMB919,531,000 with its net value of approximately RMB1,107,666,000 at the beginning of the Reporting Period, and it increased the principal amount of investment of RMB34,269,000 during the Reporting Period. At the end of the Reporting Period, its net value was approximately RMB1,189,029,000. Its fair value increased by approximately RMB47,094,000 while its cumulative fair value increased by approximately RMB235,229,000 during the Reporting Period. During the Reporting Period, Ninghu Investment Company participated in Real Estate Investment FOF Second Issue initiated and established by Luode Fund Company at an investment cost of RMB300,000,000. At the end of the Reporting Period, its net value was approximately RMB300,157,000. Its fair value increased by approximately RMB61,000 while its cumulative fair value increased by approximately RMB157,000 during the Reporting Period.
  2. Material disposal of assets and equity interest
    Applicable N/A

Jiangsu Expressway Company Limited

39

SECTION IV DISCUSSION AND ANALYSIS OF THE OPERATION

  1. PRINCIPAL OPERATIONS DURING THE REPORTING PERIOD (CONTINUED)

(VI) Analysis of major subsidiaries and investee companies

Applicable

N/A

1. Operations of major subsidiaries

Unit: Yuan Currency: RMB

Equity

interest

Percentage

Year-on-

attributable

of the

year increase/

to the

Company's

decrease in

Name of company

Principal businesses

Investment cost

Company

Total assets

Net assets

Net profit

net profit

net profit

Ningchang Zhenli

Expressway construction,

5,029,236,884.47

100

6,733,460,015.85

6,652,574,218.91

-65,185,260.10

-

-129.03

Company

management, maintenance and toll

collection

Guangjing Xicheng

Expressway construction,

2,125,000,000

85

12,750,116,443.10

6,651,712,145.04

65,887,527.32

13.61

-81.59

Company

management, maintenance and toll

collection

Zhendan Company

Expressway construction,

423,910,000

70

1,677,724,493.31

501,350,673.18

-40,708,214.99

-

65.49

management, maintenance and toll

collection

Wufengshan Toll

Expressway construction,

3,112,980,000

64.5

10,318,143,324.72

4,829,024,960.27

215,994.57

0.04

-81.90

Bridge Company

management, maintenance and toll

collection

Ninghu Investment

Investments in various types of

1,318,100,000

100

1,995,462,982.84

1,810,776,444.56

55,345,582.58

11.43

109.93

Company

infrastructure, industries and assets

Ninghu Properties

Real estate development, operation

500,000,000

100

2,581,085,959.65

1,175,218,751.88

54,619,874.66

11.28

-49.05

Company

and consultancy

Hanwei Company

Real estate development and

184,499,800

100

1,820,771,752.03

-22,580,894.04

-21,903,613.83

-

-16.39

operation

Yangtze River

Expressway construction,

50,000,000

100

59,483,961.01

50,136,478.35

124,563.56

0.03

-

Management

management and maintenance

Company

Longtan Bridge

Expressway construction,

785,090,000

53.6

1,363,937,347.56

1,233,735,497.56

-114,223.55

-

-

Company

management, maintenance and toll

collection

  • During the Reporting Period, as affected by the COVID-19 and the policy on toll- free travel, the operating results of Ningchang Zhenli Company, Guangjing Xicheng Company and Zhendan Company, the subsidiaries of the Group in road and bridge sector, decreased significantly year-on-year.
  • During the Reporting Period, Ninghu Investment Company recorded an increase in net profit by approximately 109.93% year-on-year due to an increase in fair value of its other non-current financial assets during the Reporting Period.

40 2020 Interim Report

SECTION IV DISCUSSION AND ANALYSIS OF THE OPERATION

  1. PRINCIPAL OPERATIONS DURING THE REPORTING PERIOD (CONTINUED)

(VI) Analysis of major subsidiaries and investee companies (Continued)

  1. Operations of major subsidiaries (Continued)
    • Please refer to the section headed "Business of property development and sales" in this report for the operational performance and changes in the results of Ninghu Properties Company.
    • Please refer to the section headed "Business of property development and sales" in this report for the operational performance of Hanwei Company.
  2. Operations of key associates
    During the Reporting Period, the investment income of the Group amounted to approximately RMB147,762,000, representing a decrease of approximately 69.10% year-on-year and approximately 30.52% of the Group's net profit. Although the year-on-year increase in the bonus of Jiangsu Leasing and Bank of Jiangsu invested by the Group during the Reporting Period, the associates in road and bridge sector recorded an operating loss as affected by the COVID-19 and the policy on toll-free travel. A year-on-year decrease in investment income was recorded as a result of an investment income of approximately RMB-10,412,000 recognized by associates directly invested by the Group. Operating results of certain key associates are set out below:

Equity

Net profit

interest

attributable

attributable

to the

Contribution

Percentage of

Year-on-year

to the

shareholders of

to investment

the Company's

increase/

Name of Company

Principal business

Investment cost

Company

the associates

income

net profit

decrease

RMB

RMB

RMB

%

Suzhou Expressway Company

Mainly responsible for the management

526,090,677

30.01

32,210,226.66

9,666,289.02

2.00

-91.47

(the original Sujiahang

and operation businesses of

Company)

Sujiahang Expressway and Changjia

Expressway

Yangtze Bridge Company

Mainly responsible for the management

631,159,243

26.66

-56,000,003.00

-14,929,600

-

-111.84

and operation of Jiangyin Bridge

Yanjiang Company

Mainly responsible for the management

1,466,200,000

25.15

-90,454,006.45

-24,965,305.78

-

-124.33

and operation of Yanjiang

Expressway

  • As affected by the COVID-19 and the policy on toll-free travel, the Group's associates in the road and bridge sector recorded operating losses, resulting in a year-on-year significant decrease in investment income contributed.

Jiangsu Expressway Company Limited

41

SECTION IV DISCUSSION AND ANALYSIS OF THE OPERATION

  1. PRINCIPAL OPERATIONS DURING THE REPORTING PERIOD (CONTINUED)

(VII) Structured entities controlled by the Company

Applicable N/A

  1. OTHER DISCLOSURES
    1. Profit warning and explanation of projected accumulated net loss from the beginning of the year to the end of the next reporting period or material changes over the corresponding period of previous year
      • Applicable N/A

As affected by the COVID-19 and the policy on toll-free travel, it is expected that the accumulated net profit from the beginning of the year to the end of the next reporting period will decrease significantly over the corresponding period of previous year.

  1. Possible risks
    • Applicable N/A

With a view to optimizing the corporate governance system of the Group, strengthening risk management, and enhancing the Company's capability to deal with risks, the Group determined the basic principles for risk assessment, established the standards of risk assessment, and identified material risks of the Group after taking into account the in combination with the industry risks, thus establishing the risk management system. According to the macro environment and the Group's current business situation, the Group will pay keen attention to the following main risks and proactively take effective countermeasures:

1. Risks associated with industry policy

Risk analysis: The Group is primarily engaged in the investment, construction, operation and management of toll roads and bridges, and toll revenue are the major source of revenue for the Group. The business revenue of the Group is subject to the direct and indirect influence of adjustments and changes in the national macro-control policy and taxation policy. Due to the impact of COVID-19 and the policy on toll-free travel, the toll revenue of the Group will see significant decreases and the Group is exposed to operational risks arising from policies.

42 2020 Interim Report

SECTION IV DISCUSSION AND ANALYSIS OF THE OPERATION

  1. OTHER DISCLOSURES (CONTINUED)
    1. Possible risks (Continued)
      1. Risks associated with industry policy (Continued)
        Counter-measures: The Group will follow closely with relevant policies and actively interpret policies in response to policy-related risks. It will establish a dynamic tracking and assessment mechanism and enhance the contact and communication with competent government authorities, especially transportation, financial, taxation and pricing departments, to make timely business decisions accordingly in a timely manner. It will strive for favorable policies and flexible and differentiated charging standards and develop new profit growth points to reduce downward pressures on toll revenue. Meanwhile, the Group will develop new profit growth points and proactively commence various business activities relating to the principal businesses aiming to reduce the risks associated with arising from relatively simple industrial structure.
      2. Risks associated with competition pattern
        Risk analysis: The traditional expressway industry faces severe competition with limited growth potential in market size. The opening of roads and bridges with substitution effects may reduce the market share and revenue growth of the Group. With the expansion of railway network in Jiangsu Province, the convenient high-speed railway has changed the way people travel, which has profound effects on the future development of the principal business of the Group.
        Counter-measures: Facing the competition and the substitution effect in the industry, the Group will speed up in digitalized transformation. It will leverage on information technology to improve the capability on judging, releasing, sharing and controlling road information to consistently enhance operation management and improve service quality. It will focus on explore added value of traffic services and create more sources of revenue through multi- channels. Meanwhile, the Group will pay close attention to regional planning on road network and nodes in road and railway operation and establish tracking and appraisal mechanisms to enhance the response capacity. For diversion network with competition, it will adjust marketing strategies in a timely manner and adapt to market demands to stabilize sources of revenue.

Jiangsu Expressway Company Limited

43

SECTION IV DISCUSSION AND ANALYSIS OF THE OPERATION

  1. OTHER DISCLOSURES (CONTINUED)
    1. Possible risks (Continued)
      1. Risks associated with project investment
        Risk analysis: In the course of the Group's business, road and bridge projects newly constructed and new projects with investments are subject to the influence of regional economy and other related factors. In particular, with the deepening of development of the "going-out" strategy of the Group, more mergers and acquisitions projects may emerge in overseas markets. Thus there is a risk that future returns may fall short of expectations. In addition, investment in financial and similar financial products may involve risks of losses and return due to market fluctuations and systematic risks.
        Counter-measures: For uncertainties in achieving revenue from projects, the Group, on one hand, improves the mechanism on the enrolment and cultivation of professional talents and boosts the capacity on preliminary researches on projects to fully and comprehensively analyze the feasibility on investment in projects; on the other hand, it establishes or appoints professional appraisal teams to provide professional views to fully keep abreast of the revenue and potential risks of investment projects. It will enhance forward-looking judgment in decision-making on investment, comprehensively analyze internal and external factors affecting decision-making on projects and establish scientific investment decision-making procedures to reduce chances of investment risks.
      2. Risks associated with lower-than-expected rate of destocking
        Risk analysis: Under the general background with current new norms of the economy and due to its long industry chain and cycle, the real estate sector is more susceptible to the changes in market environment and policies. The economic operating environment, changes in fiscal and monetary policies and the policies for taming the property market may affect the sales cycle and sales performance of the Group's real estate business, leading to an extension of the real estate sales cycle and affecting the progress of destocking.
        Counter-measures: It will establish the risk management system and normalized risk appraisal mechanisms, stay up-to-date with policies concerning the industry and the development trend of the macro-economy and the industry and integrate risk management into real estate projects. It will reinforce specialized management of projects and strive for delicacy management in various stages from market and projects selection, planning and design to operation and execution. It will build its capability to gain insights into the policy and market trend, adopt effective prevention measures and step up efforts to accelerate the destocking rate and reduce risks to the largest extent.

44 2020 Interim Report

SECTION IV DISCUSSION AND ANALYSIS OF THE OPERATION

  1. OTHER DISCLOSURES (CONTINUED)
    1. Possible risks (Continued)
      5. Safety risks associated with road management
      Risk analysis: The increasing traffic volume makes it more and more challenging to maintain road safety and manage road condition. In the operation and management of expressways, any failure to perform the responsibility of safety risk prevention may result in serious road safety accidents and incur liabilities relating to the safety management in service areas, which could in turn adversely affect the realization of the Group's business objectives, and even have a negative impact on the image of the Group's brand.
      Counter-measures: The Group will strengthen trainings on operation safety, enhance employees' awareness of operation safety and optimize the accountability and assessment system to ensure that oversight responsibility is in place and duly performed by a particular person. The Group will strengthen its supervision over operation safety, and ensure that the maintenance of production safety equipment is conducted on a regular basis and overhaul is carried out according to a standardized procedure to improve its capacity to ensure production safety with a view to eliminating all potential operation safety risks. The Group will strengthen multi-party coordination and cooperation and properly manage the layout of on- site operating areas in order to minimize the impact on traffic and ensure that all potential risks are eliminated.
  1. Other Disclosures

Applicable

N/A

  1. Establishment of Ninghu International Company, a wholly-owned subsidiary
    During the Reporting Period, the Company completed the registration procedures for Ninghu International Company and obtained the Certificate of Incorporation and the Business Registration Certificate issued by the Companies Registry and the Business Registration Office of the Island Revenue Department in Hong Kong, respectively.
  2. Consolidation of Ningchang Zhenli Company, a wholly-owned subsidiary by merger
    On 26 February 2020, the sixteenth meeting of the ninth session of the board of directors of the Company resolved that, the Company was approved to consolidate Ningchang Zhenli Company, a wholly-owned subsidiary by way of merger, and submitted the same to the general meeting for consideration. For details, please refer to the relevant announcements published by the Company on the website of Shanghai Stock Exchange (www.sse.com.cn) on 27 February 2020 and on the website of the Stock Exchange (www.hkex.com.hk) on 26 February 2020, respectively. On 23 April 2020, the second extraordinary general meeting of the Company resolved that, the Company was approved to consolidate Ningchang Zhenli Company, a wholly-owned subsidiary by way of merger. For details, please refer to the relevant announcements published by the Company on the website of Shanghai Stock Exchange (www.sse.com.cn) on 24 April 2020 and on the website of the Stock Exchange (www.hkex.com.hk) on 23 April 2020, respectively.

Jiangsu Expressway Company Limited

45

SECTION IV DISCUSSION AND ANALYSIS OF THE OPERATION

  1. OTHER DISCLOSURES (CONTINUED)
    1. Other Disclosures (Continued)
      1. Adjustment of the amortization method for road operation rights

      2. On 24 April 2020, the twentieth meeting of the ninth session of the board of directors of the Company resolved that, the Company was approved to adjust the amortization method for road operation rights in 2020. The road operation rights are amortized at the standard passenger vehicle flow under the new toll rates. The adjustment resulted in a change of RMB-42,540,000 in the amortization of toll road operation rights within the consolidation scope of the Company in the first half of 2020.
      3. Toll road and bridge projects in Turkey

        1. As of the end of the Reporting Period, this overseas investment has obtained the Enterprise Overseas Investment Certificate (Enterprise Overseas Investment Certificate No. N1000202000216) issued by the Ministry of Commerce of the People's Republic of China and the Filing Notice of Overseas Investment Project (Fa Gai Ban Wai Zi Bei [2020] No.
        2. issued by the National Development and Reform Commission of the People's Republic of China. Other approval procedures required for this overseas investment are being processed.
      4. Receipt of an Approval for Registration of Public Issuance of Corporate Bonds

      5. On 30 July 2020, the Company received the "Approval on the Public Issuance of Corporate Bonds to Professional Investors by Jiangsu Expressway Company Limited" (Zheng Jian Xu Ke [2020] No. 1635) issued by the CSRC, which approved the application for registration of the Company's public issuance of corporate bonds not exceeding RMB8 billion to professional investors. The issue of the first tranche shall be completed within 12 months from the date of approval; the issue of the remaining tranches shall be completed within 24 months from the date of approval.
      6. Registration of Medium-term Notes

      7. On 14 August 2020, the Company's medium-term notes issue with principal amount of not more than RMB2 billion has been registered by the National Association of Financial Market Institutional Investors, with a registration term of 2 years. On 21 August 2020, the Group completed the issue of the medium-term notes with principal amount of RMB2 billion.

46 2020 Interim Report

SECTION IV DISCUSSION AND ANALYSIS OF THE OPERATION

  1. OTHER DISCLOSURES (CONTINUED)
    1. Other Disclosures (Continued)
      7. Investment plan and financing arrangement

In the second half of 2020, the main capital expenditures of the Group are as follows:

Capital Expenditures

Amount

(RMB Yuan)

Investment in the construction of Wufengshan Toll Bridge

2,005,942,411.16

Investment in the construction of Changyi Expressway

423,985,800.22

Investment in the construction of Yichang Expressway

1,111,353,450.68

Investment in the construction of Longtan Bridge

548,150,963.94

Equity investment in Suzhou Industrial Park CDB Kai Yuan Investment Center

Phase II (Limited Partnership)

65,730,769.32

Other capital expenditures of the Group

1,330,845,300.00

Total

5,486,008,695.32

Note: The information in the above table includes capital investment in the subsidiaries of the Group.

On the basis of fully leveraging its own capital, the Group timely adjusted its financing strategy based on the financing condition of the capital market so as to satisfy its own funding needs for operation and development, while further optimizing its debt structure and reducing capital risks. As at the date of the disclosure of this report, the Group has obtained a registered amount of RMB8 billion for corporate bonds and RMB2 billion for medium-term notes. The Group signed credit facilities contracts with banks but has not yet utilized the facilities. The loan amount of the credit facilities with a term of over one year were approximately RMB30,500 million. The credit line will be sufficient for supporting capital expenditure, debt roll-over and business development of the Group. Meanwhile, the Group is actively exploring various types of financing channels such as convertible bonds and overseas bonds. Selecting the right financing products for the Group will not only provide the Group with sufficient and efficient funds for its present stage of development, but also make prior arrangements for its future development strategies. If other capital expenditure is required under special cases, the Group will adjust its financing plan based on the size of expenditure and the actual cash flow condition.

Jiangsu Expressway Company Limited

47

SECTION V SIGNIFICANT MATTERS

  1. OVERVIEW OF THE GENERAL MEETINGS

Inquiry index of the

Disclosure date

designated website for

of publishing the

Session of the meeting

Convening date

publishing the resolutions

resolutions

The 2020 First Extraordinary

25 February 2020

www.sse.com.cn;

26

February 2020

General Meeting

www.hkexnews.hk;

www.jsexpressway.com

The 2020 Second

23 April 2020

www.sse.com.cn;

24

April 2020

Extraordinary General

www.hkexnews.hk;

Meeting

www.jsexpressway.com

The 2019 Annual General

23 June 2020

www.sse.com.cn;

24

June 2020

Meeting

www.hkexnews.hk;

www.jsexpressway.com

Information on the general meetings

Applicable

Not Applicable

  1. PROFIT DISTRIBUTION PLAN OR PLAN FOR CONVERSION OF CAPITAL RESERVES INTO SHARE CAPITAL
    1. Proposed half-yearly profit distribution plan or plan for conversion of capital reserves into share capital

Whether to distribute or convert

No

Number of bonus shares per share (share)

0

Amount of cash dividends per share

(Yuan) (tax inclusive)

0

Number of shares converted per share (share)

0

Relevant information on the profit distribution plan or plan for conversion of capital reserves into share capital

Not Applicable

  1. UNDERTAKINGS AND PERFORMANCE OF UNDERTAKINGS
    1. Undertakings of the de facto controller of the Company, Shareholders, related parties, offeror, the Company and other relevant parties during the Reporting Period or continuing up to the Reporting Period

Applicable

Not Applicable

48 2020 Interim Report

SECTION V SIGNIFICANT MATTERS

IV. APPOINTMENT AND REMOVAL OF ACCOUNTANT

Information on appointment and removal of accountant

Applicable

Not Applicable

The reappointment of Deloitte as the domestic auditor of the Company for the year of 2020 was approved at the Company's 2019 Annual General Meeting. The audit fee amounted to RMB2,400,000 for the year. Deloitte, a firm of practising certified public accountants approved by the Ministry of Finance (MOF) and the CSRC to act as a reporting accountant and/or as auditor for Hong Kong listed companies incorporated in the Mainland, was engaged to audit the financial statements of the Company for the financial year ending 31 December 2020 prepared in accordance with the PRC Accounting Standards and to discharge the duties as an international auditor under the Hong Kong Listing Rules. Deloitte was also appointed as the internal control auditor of the Company for the year of 2020 at the meeting. The audit fee was RMB800,000.

Information on change of accountant during the auditing period

Applicable

Not Applicable

Explanation from the Company on the "Non-Standard Audit Report" issued by the accountant

Applicable

Not Applicable

Explanation by the Company on the certified public accountant's issuance of "Non-Standard Audit Report" in respect of the financial statements in the annual report for the preceding year

Applicable

Not Applicable

  1. MATTERS CONCERNING BANKRUPTCY AND RESTRUCTURING

Applicable

Not Applicable

VI. MATERIAL LITIGATION AND ARBITRATION

The Company was involved in material litigation and arbitration during the Reporting Period

  • The Company was not involved in any material litigation or arbitration during the Reporting Period

VII. SANCTIONS AND RECTIFICATIONS ON THE LISTED COMPANY AND ITS DIRECTORS, SUPERVISORS, SENIOR MANAGEMENT MEMBERS, CONTROLLING SHAREHOLDER, DE FACTO CONTROLLER AND OFFERER

Applicable

Not Applicable

Jiangsu Expressway Company Limited

49

SECTION V SIGNIFICANT MATTERS

VIII. EXPLANATION FOR INTEGRITY OF THE COMPANY AND ITS CONTROLLING SHAREHOLDER AND DE FACTO CONTROLLER DURING THE REPORTING PERIOD

Applicable

Not Applicable

IX. THE EQUITY INCENTIVE SCHEME, EMPLOYEE SHARE OWNERSHIP SCHEME OR OTHER EMPLOYEE INCENTIVE MEASURES OF THE COMPANY AND THE IMPACT THEREOF

  1. Equity incentive events disclosed in announcements with no further progress or changes after implementation

Applicable

Not Applicable

  1. Incentive events which have not been disclosed in announcements or have seen further progress
    Equity Incentive Scheme

Applicable

Not Applicable

Other information

Applicable

Not Applicable

Employee Share Ownership Scheme

Applicable

Not Applicable

Other Incentive Measures

Applicable

Not Applicable

50 2020 Interim Report

SECTION V SIGNIFICANT MATTERS

  1. MAJOR RELATED PARTY/CONNECTED TRANSACTION
    1. Related party/connected transaction relating to day-to-day operations
      1. Matters which were disclosed in an announcement but had no further progress or no changes after implementation

Applicable

Not Applicable

Description of the Event

Enquiry Index

On 23 March 2018, Guangjing Xicheng Company, a controlled subsidiary of the Company entered into "Service Area Petrol Stations Leasing and Operation Agreement" with each of Expressway Petroleum Company and Taixing Oil Products Company respectively. The lease price is determined based on the refueling volume. The Agreements shall be valid from 1 April 2018 to 31 December 2020 and the lease amount for the year of 2020 will be not exceeding RMB12,000,000.

For details, please refer to the announcement on the ordinary r e l a t e d p a r t y / c o n t i n u i n g c o n n e c t e d t r a n s a c t i o n s p u b l i s h e d b y t h e C o m p a n y on the website of the SSE at www.sse.com.cn on 26 March 2 0 1 8 a n d o n t h e w e b s i t e o f t h e S t o c k E x c h a n g e a t www.hkexnews.hk on 23 March 2018 respectively.

On 31 M arch 2020, due to the increase in the leasing pricing standard of Expressway Petroleum Company, Guangjing Xicheng Company entered into "Supplementary Agreement for Service Area Petrol Stations Leasing" with each of Expressway Petroleum Company and Taixing Oil Products Company respectively.The estimated annual rent for the year of 2020 will be not exceeding RMB13,200,000, based on the estimated refueling volume in 2020.

For details, please refer to the supplemental announcement o n t h e o r d i n a r y r e l a t e d p a r t y/c o n t i n u i n g c o n n e c t e d transactions published by the Company on the website of the SSE at www.sse.com.cn on 1 April 2020 and on the website o f t h e S t o c k E x c h a n g e a t www.hkexnews.hk on 21 April 2020 respectively.

On 23 March 2018, the Company and Railway Group Company entered into the property leasing agreement in respect of the office property located at No. 189 Maqun Avenue, Nanjing City, Jiangsu Province, with a term of lease commencing from 1 April 2018 to 31 December 2020. The annual rent for the year of 2020 will be not exceeding RMB3,612,400.

For details, please refer to the announcement on the ordinary r e l a t e d p a r t y / c o n t i n u i n g c o n n e c t e d t r a n s a c t i o n s p u b l i s h e d b y t h e C o m p a n y on the website of the SSE at www.sse.com.cn on 26 March 2 0 1 8 a n d o n t h e w e b s i t e o f t h e S t o c k E x c h a n g e a t www.hkexnews.hk on 23 March 2018 respectively.

Jiangsu Expressway Company Limited

51

SECTION V SIGNIFICANT MATTERS

  1. MAJOR RELATED PARTY/CONNECTED TRANSACTION (CONTINUED)
    1. Related party/connected transaction relating to day-to-day operations (Continued)

1. Matters which were disclosed in an announcement but had no further progress or no changes after implementation (Continued)

Description of the Event

Enquiry Index

On 27 April 2018, the Company entered into the property lease contract with Engineering Testing Company in relation to the property of the Company situated at 3-4/F, Office Building B in the Courtyard at No. 8 Xianlin Avenue, Nanjing, Jiangsu Province, for a term from 1 June 2018 to 31 December 2020 and the rent cap for the year of 2020 will be not exceeding RMB1,500,000.

On 26 October 2018, Ninghu Investment Company, Guangjing Xicheng Company and Ningchang Zhenli Company, which are the subsidiaries of the Company, entered into a Cooperation Agreement with Media Company on the Operation of the Existing Advertising Facilities and the Development and Operation of New Advertising Resources Along the Roads and Bridges for a valid term commencing from 1 January 2019 to 31 December 2021. The contract values for the year of 2020 will not exceed RMB50,000,000, RMB12,000,000 and RMB5,000,000, respectively.

On 22 March 2019, the Company, Guangjing Xicheng Company, Ningchang Zhenli Company and Zhendan Company respectively entered into the Technical Service Contract on Coordination, Command and Dispatch of the Cloud Platform with Tongxingbao Company with a term from 22 March 2019 to 31 December 2021. It is estimated that the annual cloud platform usage fee will not exceed RMB2,000,000, R M B 9 0 0 , 0 0 0 , R M B 7 0 0 , 0 0 0 a n d R M B 2 1 0 , 0 0 0 , respectively.

For details, please refer to the Announcement on Resolutions of the Board published by the C o m p a n y o n t h e w e b s i t e o f the SSE at www . sse . com . cn on 28 April 2018 and on the website of the Stock Exchange at www.hkexnews.hk on 27 April 2018 respectively.

For details, please refer to the announcement on the ordinary r e l a t e d p a r t y / c o n t i n u i n g c o n n e c t e d t r a n s a c t i o n s published by the Company on the website of the SSE at www.sse. com . cn on 27 October 2018 and on the website of the Stock Exchange at www.hkexnews.hk on 26 October 2018 respectively.

For details, please refer to the announcement on the ordinary r e l a t e d p a r t y / c o n t i n u i n g c o n n e c t e d t r a n s a c t i o n s p u b l i s h e d b y t h e C o m p a n y on the website of the SSE at

  1. . sse . com . cn and on the website of the Stock Exchange at www.hkexnews.hk on 25 March 2019 respectively.

52 2020 Interim Report

SECTION V SIGNIFICANT MATTERS

  1. MAJOR RELATED PARTY/CONNECTED TRANSACTION (CONTINUED)
    1. Related party/connected transaction relating to day-to-day operations (Continued)

1. Matters which were disclosed in an announcement but had no further progress or no changes after implementation (Continued)

Description of the Event

Enquiry Index

On 22 March 2019, Ningchang Zhenli Company entered into the Service Area Petrol Stations Leasing Contract with Expressway Petroleum Company, with a term commencing from 1 April 2019 to 31 December 2021. It is expected that the total amount of contract in 2020 will not exceed RMB6,640,000.

For details, please refer to the announcement on the ordinary r e l a t e d p a r t y / c o n t i n u i n g c o n n e c t e d t r a n s a c t i o n s p u b l i s h e d b y t h e C o m p a n y on the website of the SSE at

  1. . sse . com . cn and on the website of the Stock Exchange at www.hkexnews.hk on 25 March 2019 respectively.

On 22 March 2019, the Company, Guangjing Xicheng Company and Ningchang Zhenli Company respectively entered into the contracts on maintenance of monitoring and communication systems and procurement of spare parts with Information Company for a term from 1 April 2019 to 31 March 2020. The amount of the contract for the period from 1 January 2020 to 31 March 2020 is expected to be not exceeding RMB1,000,000, RMB1,500,000 and RMB500,000 respectively.

On 31 March 2020, the Company, Guangjing Xicheng Company respectively entered into the contracts involving maintenance of the three major systems, procurement of spare parts and related upgrade and transformation of such systems and maintenance of monitoring and communication systems and procurement of spare parts with Information Company for a term from 1 April 2020 to 31 March 2021. The amount of the contract for the period from 1 April 2020 to 31 December 2020 is expected to be not exceeding RMB31,500,000 and RMB13,500,000 respectively.

On 22 March 2019, the Company, Guangjing Xicheng Company and Ningchang Zhenli Company respectively entered into the ETC Customer Service Outlets Management Agreement with Tongxingbao Company for a term from 1 April 2019 to 31 March 2020. The fees include the rental, utility charge and sewage charge for the outlets. The total amount cap of three ETC Customer Service Outlets Management Agreements is expected to be no more than RMB200,000, RMB50,000 and RMB20,000, respectively from 1 January 2020 to 31 March 2020.

For details, please refer to the announcement on the ordinary r e l a t e d p a r t y / c o n t i n u i n g c o n n e c t e d t r a n s a c t i o n s p u b l i s h e d b y t h e C o m p a n y on the website of the SSE at

  1. . sse . com . cn and on the website of the Stock Exchange at www.hkexnews.hk on 25 March 2019 respectively.

For details, please refer to the announcement on the ordinary r e l a t e d p a r t y / c o n t i n u i n g c o n n e c t e d t r a n s a c t i o n s p u b l i s h e d b y t h e C o m p a n y on the website of the SSE at

  1. . sse . com . cn and on the website of the Stock Exchange at www.hkexnews.hk on 1 April 2020 respectively.

For details, please refer to the announcement on the ordinary r e l a t e d p a r t y / c o n t i n u i n g c o n n e c t e d t r a n s a c t i o n s p u b l i s h e d b y t h e C o m p a n y on the website of the SSE at

  1. . sse . com . cn and on the website of the Stock Exchange at www.hkexnews.hk on 25 March 2019 respectively.

Jiangsu Expressway Company Limited

53

SECTION V SIGNIFICANT MATTERS

  1. MAJOR RELATED PARTY/CONNECTED TRANSACTION (CONTINUED)
    1. Related party/connected transaction relating to day-to-day operations (Continued)

1. Matters which were disclosed in an announcement but had no further progress or no changes after implementation (Continued)

Description of the Event

Enquiry Index

O n 31 M a r c h 2020, e a c h o f t h e C o m p a n y a n d Guangjing Xicheng Company (a controlled subsidiary of the Company) entered into ETC Customer Service Outlets Management Agreement with Tongxingbao Company, respectively. Both agreements have a term beginning from 1 April 2020 to 31 March 2021.The maximum amount of the agreements are expected to be not exceeding RMB600,000 and RMB150,000, respectively from 1 April 2020 to 31 December 2020.

O n 21 J u n e 2019, Y a n g t z e R i v e r M a n a g e m e n t Company, a wholly-owned subsidiary of the Company, entered into the Entrusted Operation Management Agreement with Yangtze Bridge Company and its controlled subsidiary Hutong Bridge Company, and Guangjing Xicheng Company and its controlled subsidiaries Changyi Company and Yichang Company, for a term commencing from 1 July 2019 to 31 March 2020 . T h e e n t r u s t e d m a n a g e m e n t f e e p a y a b l e by Yangtze Bridge Company and Hutong Bridge Company to Yangtze River Management Company shall not exceed RMB9,750,000, while the entrusted management fee payable by Guangjing Xicheng Company, Changyi Company and Yichang Company to Yangtze River Management Company shall not exceed RMB11,500,000 with total entrusted management fee not exceeding RMB21,250,000.

For details, please refer to the announcement on the ordinary r e l a t e d p a r t y / c o n t i n u i n g c o n n e c t e d t r a n s a c t i o n s p u b l i s h e d b y t h e C o m p a n y on the website of the SSE at

  1. . sse . com . cn and on the website of the Stock Exchange at www.hkexnews.hk on 1 April 2020 respectively.

For details, please refer to the announcement on the ordinary r e l a t e d p a r t y / c o n t i n u i n g c o n n e c t e d t r a n s a c t i o n s p u b l i s h e d b y t h e C o m p a n y on the website of the SSE at www.sse.com.cn on 22 June 2 0 1 9 a n d o n t h e w e b s i t e o f t h e S t o c k E x c h a n g e a t www.hkexnews.hk on 23 June 2019 respectively.

54 2020 Interim Report

SECTION V SIGNIFICANT MATTERS

  1. MAJOR RELATED PARTY/CONNECTED TRANSACTION (CONTINUED)
    1. Related party/connected transaction relating to day-to-day operations (Continued)

1. Matters which were disclosed in an announcement but had no further progress or no changes after implementation (Continued)

Description of the Event

Enquiry Index

On 31 March 2020, Yangtze River Management Company, a wholly-owned subsidiary of the Company, entered into the Entrusted Operation Management Agreement with Yangtze Bridge Company, Hutong Bridge Company, and Guangjing Xicheng Company (a controlled subsidiary of the Company), Yichang C o m p a n y a n d C h a n g y i C o m p a n y , f o r a t e r m commencing from 1 April 2020 to 31 March 2021. The maximum entrusted management fee will be RMB45 million, of which the estimated fees payable in the period from 1 April 2020 to 31 December 2020 will not exceed RMB17.85 million, RMB1.81 million, RMB19.73 million, RMB0 and RMB0 respectively. As Changyi Company and Yichang Company have not commenced their operations, it is estimated that the entrusted management fee payable to Yangtze River Management Company shall be RMB0.

For details, please refer to the announcement on the ordinary r e l a t e d p a r t y / c o n t i n u i n g c o n n e c t e d t r a n s a c t i o n s p u b l i s h e d b y t h e C o m p a n y on the website of the SSE at

  1. . sse . com . cn and on the website of the Stock Exchange at www.hkexnews.hk on 1 April 2020 respectively.

On 23 August 2019, Zhendan Company and Media Company entered into the Management Cooperation Agreement on entrusting the overall advertising business to Media Company for management. The term of the agreement shall commence on 1 January 2020 and end on 31 December 2022. The contract sums for 2020 will be not more than RMB100,000.

For details, please refer to the announcement on the ordinary r e l a t e d p a r t y / c o n t i n u i n g c o n n e c t e d t r a n s a c t i o n s published by the Company on the website of the SSE at www.sse. com.cn on 26 August 2019 and on the website of the Stock Exchange at www.hkexnews.hk on 23 August 2019 respectively.

On 31 March 2020, each of the Company, Guangjing Xicheng Company and Zhendan Company entered into Expressway Network Technical Services Framework Agreement with Tongxingbao Company, respectively, with the term of three years commencing from 1 January 2020 to 31 December 2022. The estimated amount under the three agreements are not exceeding RMB16 million, RMB3.5 million and RMB0.22 million, respectively in 2020.

For details, please refer to the announcement on the ordinary r e l a t e d p a r t y / c o n t i n u i n g c o n n e c t e d t r a n s a c t i o n s p u b l i s h e d b y t h e C o m p a n y on the website of the SSE at

  1. . sse . com . cn and on the website of the Stock Exchange at www.hkexnews.hk on 1 April 2020 respectively.

Jiangsu Expressway Company Limited

55

SECTION V SIGNIFICANT MATTERS

  1. MAJOR RELATED PARTY/CONNECTED TRANSACTION (CONTINUED)
    1. Related party/connected transaction relating to day-to-day operations (Continued)

1. Matters which were disclosed in an announcement but had no further progress or no changes after implementation (Continued)

Description of the Event

Enquiry Index

On 31 March 2020, each of the Company, Guangjing Xicheng Company and Zhendan Company entered into SDWAN Charge Backup Network Service Contract with Tongxingbao Company, respectively. All three contracts have a term beginning from 1 April 2020 to 31 December 2022. It is estimated that the amount under the contracts will not exceed RMB3.5 million, RMB1.3 million and RMB0.3 million, respectively from 1 April 2020 to 31 December 2020.

On 31 March 2020, the Company entered into the contract for renewal of the property lease with Xiandai R&B Company in respect of the office building. The term of lease was from 1 January 2020 to 31 December 2022 and the annual rent for 2020 was RMB1,690,000.

For details, please refer to the announcement on the ordinary r e l a t e d p a r t y / c o n t i n u i n g c o n n e c t e d t r a n s a c t i o n s p u b l i s h e d b y t h e C o m p a n y on the website of the SSE at

  1. . sse . com . cn and on the website of the Stock Exchange at www.hkexnews.hk on 1 April 2020 respectively.

For details, please refer to the announcement on the ordinary r e l a t e d p a r t y / c o n t i n u i n g c o n n e c t e d t r a n s a c t i o n s p u b l i s h e d b y t h e C o m p a n y on the website of the SSE at

  1. . sse . com . cn and on the website of the Stock Exchange at www.hkexnews.hk on 1 April 2020 respectively.

On 31 March 2020, the Company and Guangjing Xicheng Company (a controlled subsidiary of the Company) entered into the Expressway Maintenance Services Contracts with Xiandai R&B Company, respectively. The term of relevant contracts is from 1 April 2020 to 31 March 2021. It is estimated that the total amount under the contracts of this project for the period 1 April 2020 to 31 December 2020 will not exceed RMB305 million and RMB120 million, respectively.

On 31 March 2020, the Company, Guangjing Xicheng Company and Zhendan Company entered into the Expressway Network Management Services Framework A g r e e m e n t w i t h N e t w o r k O p e r a t i o n C o m p a n y, respectively, with the term of three years from 1 January 2020 to 31 December 2022, of which the amounts in 2020 are expected to be not exceeding RMB23 million, RMB5 million and RMB0.50 million, respectively.

For details, please refer to the announcement on the ordinary r e l a t e d p a r t y / c o n t i n u i n g c o n n e c t e d t r a n s a c t i o n s p u b l i s h e d b y t h e C o m p a n y on the website of the SSE at

  1. . sse . com . cn and on the website of the Stock Exchange at www.hkexnews.hk on 1 April 2020 respectively.

For details, please refer to the announcement on the ordinary r e l a t e d p a r t y / c o n t i n u i n g c o n n e c t e d t r a n s a c t i o n s p u b l i s h e d b y t h e C o m p a n y on the website of the SSE at

  1. . sse . com . cn and on the website of the Stock Exchange at www.hkexnews.hk on 1 April 2020 respectively.

56 2020 Interim Report

SECTION V SIGNIFICANT MATTERS

  1. MAJOR RELATED PARTY/CONNECTED TRANSACTION (CONTINUED)
    1. Related party/connected transaction relating to day-to-day operations (Continued)

1. Matters which were disclosed in an announcement but had no further progress or no changes after implementation (Continued)

Description of the Event

Enquiry Index

On 31 March 2020, each of the Company and its controlled subsidiaries Guangjing Xicheng Company and Zhendan Company entered into Maintenance Technology Research and Service Agreement with Maintenance Technology Company, respectively, and the annual maintenance technology research and services fees in 2020 are expected to be not exceeding RMB9.80 million, RMB1.60 million and RMB0.13 million, respectively.

On 31 March 2020, the Company and Guangjing Xicheng Company (a controlled subsidiary of the C o m p a n y), Z h e n d a n C o m p a n y, Y a n g t z e R i v e r Management Company and Micro Video Company have entered into contracts involving panoramic HD camera installation, SDWAN network construction in service areas, gantry snapshot and Cloudification, video surveillance platform upgrade and reconstruction, use of Cloud dispatch platform, Cloud services for Cloud check-in system, etc. The terms of the four contracts of the Company,Guangjing Xicheng Company, Zhendan Company, Yangtze River Management Company and Micro Video Company are from 1 April 2020 to 31 March 2021, and it is expected that the amount of contracts for the period from 1 April 2020 to 31 December 2020 will not exceed RMB8 million, RMB1.20 million, RMB1.10 million and RMB0.40 million, respectively.

For details, please refer to the announcement on the ordinary r e l a t e d p a r t y / c o n t i n u i n g c o n n e c t e d t r a n s a c t i o n s p u b l i s h e d b y t h e C o m p a n y on the website of the SSE at

  1. . sse . com . cn and on the website of the Stock Exchange at www.hkexnews.hk on 1 April 2020 respectively.

For details, please refer to the announcement on the ordinary r e l a t e d p a r t y / c o n t i n u i n g c o n n e c t e d t r a n s a c t i o n s p u b l i s h e d b y t h e C o m p a n y on the website of the SSE at

  1. . sse . com . cn and on the website of the Stock Exchange at www.hkexnews.hk on 1 April 2020 respectively.

Jiangsu Expressway Company Limited

57

SECTION V SIGNIFICANT MATTERS

  1. MAJOR RELATED PARTY/CONNECTED TRANSACTION (CONTINUED)
    1. Related party/connected transaction relating to day-to-day operations (Continued)

1. Matters which were disclosed in an announcement but had no further progress or no changes after implementation (Continued)

Description of the Event

Enquiry Index

On 31 March 2020, Guangjing Xicheng Company (a controlled subsidiary of the Company) entered into the Bridge Inspection Agreement with Engineering Testing Company, in which the transaction amount estimated to be incurred for bridge inspection for the year of 2020 will not exceed RMB1.6 million.

On 24 June 2020, Guangjing Xicheng Company (a controlled subsidiary of the Company) entered into the Supplemental Agreement for Bridge Inspection with Engineering Testing Company, as an additional amount of RMB1.2 million is required due to the adjustment of sections of bridge for inspection and task details, it is expected that the aggregate of transaction amount to be incurred for the project of bridge inspection for the year 2020 between Guangjing Xicheng Company and Engineering Testing Company will not exceed RMB2.8 million.

On 24 June 2020, the Company and East Road & Bridge Company entered into the contract on new project of coating and renovation of steel box girders for a term from 1 July 2020 to 31 December 2020, with an expected aggregate contractual amount of no more than RMB1.5 million for the project.

For details, please refer to the announcement on the ordinary r e l a t e d p a r t y / c o n t i n u i n g c o n n e c t e d t r a n s a c t i o n s p u b l i s h e d b y t h e C o m p a n y on the website of the SSE at

  1. . sse . com . cn and on the website of the Stock Exchange at www.hkexnews.hk on 1 April 2020 and the announcement on resolution of the Board published by the Company on the website of the SSE at www.sse.com.cn on 29 June 2020 and on the website of the Stock Exchange at www.hkexnews.hk on 24 June 2020.

For details, please refer to the announcement on resolution of the Board published by the C o m p a n y o n t h e w e b s i t e o f the SSE at www . sse . com . cn on 29 June 2020 and on the website of the Stock Exchange at www.hkexnews.hk on 24 June 2020.

On 24 June 2020, Guangjing Xicheng Company, a controlled subsidiary of the Company and Engineering Maintenance Company entered into the contract for bridge inspection, maintenance, reinforcement and design, with an aggregate contractual amount of no more than RMB1.65 million, for a term commencing from 1 July 2020 and ending on 30 October 2020.

For details, please refer to the announcement on resolution of the Board published by the C o m p a n y o n t h e w e b s i t e o f the SSE at www . sse . com . cn on 29 June 2020 and on the website of the Stock Exchange at www.hkexnews.hk on 24 June 2020.

58 2020 Interim Report

SECTION V SIGNIFICANT MATTERS

  1. MAJOR RELATED PARTY/CONNECTED TRANSACTION (CONTINUED)
    1. Related party/connected transaction relating to day-to-day operations (Continued)
      2. Matters which were disclosed in an announcement but had further progress or changes after implementation

Applicable

Not Applicable

3. Matters which were not disclosed in an announcement

Applicable

Not Applicable

  1. Related party/connected transaction as a result of acquisition of assets or acquisition of or disposal of equities
    1. Matters which were disclosed in an announcement but had no further progress or changes after implementation

Applicable

Not Applicable

2. Matters which were disclosed in an announcement but had further progress or changes after implementation

Applicable

Not Applicable

3. Matters which were not disclosed in an announcement

Applicable

Not Applicable

4. Status of the realization of the agreed performance targets for the Reporting Period required to be disclosed

Applicable

Not Applicable

Jiangsu Expressway Company Limited

59

SECTION V SIGNIFICANT MATTERS

  1. MAJOR RELATED PARTY/CONNECTED TRANSACTION (CONTINUED)
    1. Major related party/connected transactions related to joint external investment
      1. Matters which were disclosed in an announcement but had no further progress or changes after implementation

Applicable

Not Applicable

2. Matters which were disclosed in an announcement but had further progress or changes after implementation

Applicable

Not Applicable

3. Matters which were not disclosed in an announcement

Applicable

Not Applicable

(IV) Related party/connected transactions involving creditors' rights and debts

1. Matters which were disclosed in an announcement but had no further progress or changes after implementation

Applicable

Not Applicable

Description of the Event

Enquiry Index

On 27 March 2017, the Company entered into a loan agreement with Guangjing Xicheng Company. The Company will lend up to RMB2 billion, in effect for three years from the date of approval by shareholders at the general meeting. Interest is calculated at the prevailing interest rate of the ultra-short-term notes to be issued by the Company. Repayment of the principal and the related interest expenses are to be borne by Guangjing Xicheng Company.

On 22 March 2019, the Company entered into the Financial Services Agreement with Finance Company for a term of three years commencing on 1 April 2019. The maximum daily deposit balance (including interest accrued) should not exceed RMB500,000,000 and should be lower than 5% of the audited operating revenue, total assets or market value of the Company; meanwhile, Finance Company should grant the Company a comprehensive unsecured credit facility of no less than RMB2,000,000,000.

F o r d e t a i l s , p l e a s e r e f e r t o t h e announcement and circular on the ordinary related party/connected t r a n s a c t i o n s p u b l i s h e d b y t h e C o m p a n y o n t h e w e b s i t e o f t h e SSE at www.sse.com.cn and on the website of the Stock Exchange at www.hkexnews.hk on 27 March 2017 and 4 May 2017.

F o r d e t a i l s , p l e a s e r e f e r t o t h e a n n o u n c e m e n t s o n t h e o r d i n a r y related party/continuing connected t r a n s a c t i o n s p u b l i s h e d b y t h e Company on the website of the SSE at www . sse . com . cn on 25 March 2019 and on the website of the Stock Exchange at www.hkexnews.hk on 24 March 2019, respectively.

60 2020 Interim Report

SECTION V SIGNIFICANT MATTERS

  1. MAJOR RELATED PARTY/CONNECTED TRANSACTION (CONTINUED)

(IV) Related party/connected transactions involving creditors' rights and debts (Continued)

1. Matters which were disclosed in an announcement but had no further progress or changes after implementation (Continued)

Description of the Event

Enquiry Index

On 26 February 2020, the Company signed a loan agreement with Wufengshan Toll Bridge Company. The amount of loan that the Company provided to Wufengshan Toll Bridge Company was no more than RMB1.5 billion. The loans shall be valid for three years from the date of the approval at the general meeting, and the loans shall be applied towards road & bridge projects and shall be drawn in accordance with the progress of the projects with a term of three years commencing from the respective date of drawdown. Interest was calculated on the basis of the prevailing interest rates of the corporate bonds to be issued. The expenses in relation to the repayment of the principal and interest of the issued bonds shall be paid by Wufengshan Toll Bridge Company.

F o r d e t a i l s , p l e a s e r e f e r t o t h e announcements on the related party/ connected transactions published b y t h e C o m p a n y o n t h e w e b s i t e o f t h e S S E a t w w w . s s e . c o m . c n and on the website of the Stock Exchange at www.hkexnews.hk on 27 February 2020 and the relevant circular published by the Company o n t h e w e b s i t e o f t h e S S E a t www.sse.com.cn on 6 March 2020 and on the website of the Stock Exchange at www.hkexnews.hk on 5 March 2020.

On 26 February 2020, the Company signed a loan agreement with Changyi Company and Yichang Company respectively. The amount of loans that the Company provided to Changyi Company and Yichang Company, indirect controlled subsidiaries of the Company, was no more than RMB0.3 billion and RMB0.7 billion, respectively. The above loans shall be valid for three years from the date of the approval at the general meeting, and the loans shall be applied towards road & bridge projects and shall be drawn in accordance with the progress of the projects with a term of three years commencing from the respective date of drawdown. Interest was calculated on the basis of the prevailing interest rates of the corporate bonds to be issued. The expenses in relation to the repayment of the principal and interest shall be paid by Changyi Company and Yichang Company.

F o r d e t a i l s , p l e a s e r e f e r t o t h e announcements on the related party/ connected transactions published b y t h e C o m p a n y o n t h e w e b s i t e o f t h e S S E a t w w w . s s e . c o m . c n and on the website of the Stock Exchange at www.hkexnews.hk on 27 February 2020 and the relevant circular published by the Company o n t h e w e b s i t e o f t h e S S E a t www.sse.com.cn on 6 March 2020 and on the website of the Stock Exchange at www.hkexnews.hk on 5 March 2020.

Jiangsu Expressway Company Limited

61

SECTION V SIGNIFICANT MATTERS

  1. MAJOR RELATED PARTY/CONNECTED TRANSACTION (CONTINUED)

(IV) Related party/connected transactions involving creditors' rights and debts (Continued)

1. Matters which were disclosed in an announcement but had no further progress or changes after implementation (Continued)

Description of the Event

Enquiry Index

On 31 March 2020, the Company signed a loan agreement with Guangjing Xicheng Company. The Company proposes to use proceeds raised from the issued medium-term notes and ultra-short term notes to provide loans to Guangjing Xicheng Company, a controlled subsidiary of the Company, with no more than RMB0.6 billion and RMB0.5 billion, respectively, which shall be applied towards the repayment of due loans of Guangjing Xicheng Company. The above loans shall be valid for two years from the date of the approval at the general meeting, with a term of three years. Interest of loans is calculated on the basis of the prevailing interest rates of the medium-term notes and ultra-short term notes to be issued. The expenses in relation to the repayment of the principal and interest shall be paid by Guangjing Xicheng Company.

F o r d e t a i l s , p l e a s e r e f e r t o t h e a n n o u n c e m e n t s o n t h e r e l a t e d party/connected transactions and discloseable transactions published by the Company on the website of the SSE at www.sse.com.cn and on the website of the Stock Exchange at www.hkexnews.hk on 1 April 2020 and the relevant circular published by the Company on the website of the SSE at www.sse.com.cn on 7 May 2020 and on the website of the Stock Exchange at www.hkexnews.hk on 6 May 2020.

On 31 March 2020, the Company signed a loan agreement with Wufengshan Toll Bridge Company. The Company proposed to use proceeds raised from the issued medium-term notes to provide Wufengshan Toll Bridge Company, a controlled subsidiary of the Company, with loans of no more than RMB1.8 billion, which shall be applied towards road & bridge projects construction or the replacement of the late stage project loans. The above loans shall be valid for two years from the date of the approval at the general meeting, with a term of three years. Interest of loans is calculated on the basis of the prevailing interest rates of the medium-term notes to be issued. The expenses in relation to the repayment of the principal and interest shall be paid by Wufengshan Toll Bridge Company.

F o r d e t a i l s , p l e a s e r e f e r t o t h e a n n o u n c e m e n t s o n t h e r e l a t e d party/connected transactions and discloseable transactions published by the Company on the website of the SSE at www.sse.com.cn and on the website of the Stock Exchange at www.hkexnews.hk on 1 April 2020 and the relevant circular published by the Company on the website of the SSE at www.sse.com.cn on 7 May 2020 and on the website of the Stock Exchange at www.hkexnews.hk on 6 May 2020.

62 2020 Interim Report

SECTION V SIGNIFICANT MATTERS

  1. MAJOR RELATED PARTY/CONNECTED TRANSACTION (CONTINUED)

(IV) Related party/connected transactions involving creditors' rights and debts (Continued)

1. Matters which were disclosed in an announcement but had no further progress or changes after implementation (Continued)

Description of the Event

Enquiry Index

On 31 March 2020, the Company signed a loan agreement with Yichang Company. The Company provided Yichang Company, an indirect controlled subsidiary of the Company, with loans of no more than RMB1 billion, which shall be applied towards road & bridge projects construction. The above loans shall be valid for two years from the date of the approval at the general meeting, with a term of three years. Interest of loans is calculated on the basis of the prevailing interest rates of the medium-term notes to be issued. The expenses in relation to the repayment of the principal and interest shall be paid by Yichang Company.

On 24 June 2020, the Company signed an agreement for use of direct financing funds by way of unified borrowing and repayment with Jiangsu Communications Holding . Jiangsu Communications Holding will provide the proceeds it applied from the local government raised through special bond, with a funding balance of no more than RMB500 million. The funding cost shall be calculated based on the amount, interest rate, term of the bond and commission charges actually incurred and shall not exceed the lending rate of the People's Bank of China with the same term. The repayment of the principal and related interest and expenses shall be paid by the Company. No pledge or guarantee is required to be provided by the Company. Such borrowing shall be valid for a term of three years with effect from the signing date of the agreement. Interest is calculated on the basis of the prevailing interest rates of the local government special bond issued by Jiangsu Communications Holding. The expenses in relation to the repayment of the principal and interest shall be paid by the Company.

F o r d e t a i l s , p l e a s e r e f e r t o t h e a n n o u n c e m e n t s o n t h e r e l a t e d party/connected transactions and discloseable transactions published by the Company on the website of the SSE at www.sse.com.cn and on the website of the Stock Exchange at www.hkexnews.hk on 1 April 2020 and the relevant circular published by the Company on the website of the SSE at www.sse.com.cn on 7 May 2020 and on the website of the Stock Exchange at www.hkexnews.hk on 6 May 2020.

F o r d e t a i l s , p l e a s e r e f e r t o t h e announcement on resolution of the Board published by the Company o n t h e w e b s i t e o f t h e S S E a t www.sse.com.cn on 29 June 2020 and on the website of the Stock Exchange at www.hkexnews.hk on 24 June 2020.

Jiangsu Expressway Company Limited

63

SECTION V SIGNIFICANT MATTERS

  1. MAJOR RELATED PARTY/CONNECTED TRANSACTION (CONTINUED)

(IV) Related party/connected transactions involving creditors' rights and debts (Continued)

1. Matters which were disclosed in an announcement but had no further progress or changes after implementation (Continued)

Description of the Event

Enquiry Index

Wufengshan Toll Bridge Company, Changyi Company, Yichang Company, all being controlled subsidiaries of the Company signed an agreement for use of direct financing funds by way of unified borrowing and repayment with Jiangsu Communications Holding, pursuant to which Jiangsu Communications Holding will, as the principal, raise proceeds by way of issuance of short-term notes, ultra-short-term notes, medium- term notes, corporate bonds and insurance funds and other types of direct financing instrument for the aforesaid controlled subsidiaries of the Company. Each of the funding balance will not exceed RMB1,000 million. The funding cost shall be calculated based on the amount, interest rate, term of the financing product and commission charges actually incurred and shall not exceed the lending rate of the People's Bank of China with the same term. The repayment of the principal and related interest and expenses shall be born and paid by each of the subsidiaries. No pledge or guarantee is required to be provided by Wufengshan Toll Bridge Company, Changyi Company and Yichang Company. The term is three years. Interest is calculated on the basis of the prevailing interest rates of direct financing product issued by Jiangsu Communications Holding. The repayment of the principal and related interest and expenses shall be born and paid by Wufengshan Toll Bridge Company, Changyi Company and Yichang Company.

2. Matters which were disclosed in an announcement but had further progress or changes after implementation

Applicable

Not Applicable

64 2020 Interim Report

SECTION V SIGNIFICANT MATTERS

  1. MAJOR RELATED PARTY/CONNECTED TRANSACTION (CONTINUED)

(IV) Related party/connected transactions involving creditors' rights and debts (Continued)

3. Matters which were not disclosed in an announcement

Applicable

Not Applicable

Unit: Yuan Currency: RMB

Related party

Related relationship

Funding provided to related parties

Funding provided by related parties to the listed Company

Opening balance Amount incurred Closing balance

Opening balance Amount incurred Closing balance

Communications Holding

Parent company

Group Finance Company

Subsidiary of the parent company

Far East Shipping Company

Subsidiary of the parent company

Sutong Bridge Company

Subsidiary of the parent company

Total

-

-

-

1,430,344,904.11

479,258,627.97

1,909,603,532.08

-

-

-

810,975,608.33

-175,285,045.84

635,690,562.49

-

-

-

60,079,750.00

-7,250.00

60,072,500.00

-

-

-

100,119,625.00

-100,119,625.00

-

-

-

-

2,401,519,887.44

203,846,707.13

2,605,366,594.57

Reasons for related creditor's rights and debts

The related creditor's rights and debts were formed due to the borrowing and lending of funds among the related parties. The

above funds shall be provided at a rate not exceeding the prevailing bank loan interest rate in the same period. The Company

and its subsidiaries were not required to provide any guarantee and pledge.

Effect of related creditor's rights and debts on the Company's operation result and financial condition

The related creditor's rights and debts did not have material impact on the Company's operation result and financial condition.

  1. Other major related party/connected transactions

Applicable

Not Applicable

(VI) Others

Applicable

Not Applicable

1. Confirmation Opinion by Independent Non-executive Directors on Related Party/ Connected Transactions

The independent non-executive Directors of the Company have reviewed all related party/ connected transactions and confirmed that:

  1. Such transactions were conducted in the ordinary and usual course of business of the Group;
  2. Such transactions were conducted on normal commercial terms; and
  3. Such transactions were conducted in accordance with the terms of the agreements governing the relevant transactions. The transaction terms were fair and reasonable and in the interests of the Company's shareholders as a whole.

Jiangsu Expressway Company Limited

65

SECTION V SIGNIFICANT MATTERS

XI. MATERIAL CONTRACTS AND THEIR PERFORMANCE

1 Mandated, contracting and lease matters

Applicable

Not Applicable

  1. Mandated matters

Applicable

Not Applicable

  1. Contracting matters

Applicable

Not Applicable

  1. Lease matters

Applicable

Not Applicable

Unit: Yuan

Currency: RMB

Amount

Date of

Name of

Status of

of leased

commencement

Date of expiry of

Lease

Basis of determination

Effect of lease income

Related party

Related party

lessor

Name of lessee

leased assets

assets

of lease

lease

income

of lease income

on the Company

transaction

relationship

Company

Jiaxing Kaitong Investment

Meicun Service

12,955,904

10 January 2017

9 January 2023

280,000,000

A tender agency was engaged by

During the Reporting

No

Other

Co., Ltd. (嘉興市凱通投資

Area

the Company for open tendering

Period, the profit

有限公司)

at a price starting from RMB

derived from such

200,000,000 and for selection of

service area increased

the bidder with the highest score

by RMB1,059,000 year-

based on its comprehensive

on-year.

review, which was considered

and approved by the board of

Directors of the Company.

Company

Jiaxing Tonghui Expressway

Xianrenshan

17,805,392

16 June 2017

15 June 2023

143,510,346

A tender agency was engaged by

During the Reporting

No

Other

Service Zone Operation

Service Area

the Company for open tendering

Period, the profit

and Management Co.,

at a price starting from RMB

derived from such

Ltd. (嘉興市同輝高速公路

100,300,000 and for selection of

service area decreased

服務區經營管理有限公司)

the bidder with the highest score

by RMB2,351,000 year-

based on its comprehensive

on-year.

review, which was considered

and approved by the board of

Directors of the Company.

Company

Tongxiang Yintong

Huanglishu Service

47,256,513

1 July 2017

30 June 2023

133,070,000

A tender agency was engaged by

During the Reporting

No

Other

Expressway Service

Area

the Company for open tendering

Period, the profit

Zone Operation and

at a price starting from RMB

derived from such

Management Co., Ltd. (

108,020,000 and for selection of

service area increased

鄉市銀通高速公路服務區經

the bidder with the highest score

by RMB2,223,000 year-

營管理有限公司)

based on its comprehensive

on-year.

review, which was considered

and approved by the board of Directors of the Company

66 2020 Interim Report

SECTION V SIGNIFICANT MATTERS

XI. MATERIAL CONTRACTS AND THEIR PERFORMANCE (CONTINUED)

1 Mandated, contracting and lease matters (Continued)

  1. Lease matters (Continued)

Amount

Date of

Name of

Status of

of leased

commencement

Date of expiry of

Lease

Basis of determination

Effect of lease income

Related party

Related party

lessor

Name of lessee

leased assets

assets

of lease

lease

income

of lease income

on the Company

transaction

relationship

Company

Jiaxing Kaitong Investment

Yangcheng Lake

60,930,582

15 May 2018

14 May 2027

185,000,000 A tender agency was engaged

During the Reporting

No

Other

Co., Ltd. (嘉興市凱通投資

Service Area

by the Company for open

Period, the profit

有限公司)

tendering at a price starting

derived from such

from RMB176,080,000 and for

service area decreased

selection of the bidder with

by RMB6,089,000 year-

the highest score based on its

on-year.

comprehensive review, which

was considered and approved

by the board of Directors of the

Company.

Company

Dragon City Tourism Holding

Fangmaoshan

20,919,070

11 May 2018

10 May 2026

185,260,000 A tender agency was engaged

During the Reporting

No

Other

Group Co., Ltd. (龍城旅遊

Service Area

by the Company for open

Period, the profit

控股集團有限公司)

tendering at a price starting

derived from such

from RMB160,000,000 and for

service area increased

selection of the bidder with

by RMB6,874,000 year-

the highest score based on its

on-year.

comprehensive review, which

was considered and approved

by the board of Directors of the

Company.

Company

Nanjing Baisheng Business

Douzhuang Service

17,806,972

21 September

20 September

160,040,000 An agency was engaged by the

During the Reporting

No

Other

Management Co., Ltd. (

Area

2018

2026

Company to conduct open

Period, the profit

京百盛商業管理有限公司)

tendering with a minimum bid of

derived from such

RMB 160,000,000. The bidder

service area increased

with the highest overall score

by RMB7,607,000 year-

won the bid. The matter has

on-year.

been considered and approved

by the board of directors of the

Company.

Explanations on lease:

According to the plan for upgrading the business models of the service areas of the Company, the Company adopted the "outsourcing + supervision" and "platform expansion" models to outsource and upgrade all service areas in their entirety along Shanghai-Nanjing Expressway, further developing the geographic advantages and potential economic benefits of the road.

Jiangsu Expressway Company Limited

67

SECTION V SIGNIFICANT MATTERS

XI. MATERIAL CONTRACTS AND THEIR PERFORMANCE (CONTINUED)

2

Guarantees

Applicable

Not Applicable

Unit: Yuan, Currency: RMB

Guarantees provided by the Company for its subsidiaries

Total amount of the guarantees for subsidiaries during the

110,000,000.00

Reporting Period

Balance of the total amount of the guarantees for

110,000,000.00

subsidiaries at the end of the Reporting Period (B)

Explanations on the joint settlement responsibilities in

Nil.

relation to premature guarantees

Explanations on the Guarantees

The Company has provided Ninghu

Factoring, a subsidiary of the Company,

with guarantees for their application for

comprehensive credit, with a maximum

guarantee balance of RMB810,000,000.

The guarantee method is joint liability

guarantee, with a guarantee period

of one year; as of 30 June 2020, the

guarantee balance was approximately

RMB110,000,000.

3

Other material contracts

Applicable

Not Applicable

XII. POVERTY ALLEVIATION WORK OF THE LISTED COMPANY

Applicable

Not Applicable

XIII. CONVERTIBLE CORPORATE BONDS

Applicable

Not Applicable

XIV. ENVIRONMENT-RELATED INFORMATION

  1. Description on the environmental protection of the company and its key subsidiaries falling under key sewage emission entities announced by the environment protection authorities

Applicable

Not Applicable

68 2020 Interim Report

SECTION V SIGNIFICANT MATTERS

XIV. ENVIRONMENT-RELATED INFORMATION (CONTINUED)

  1. Description on the environmental protection of companies not falling under key sewage emission entities

Applicable

Not Applicable

Sound insulation and noise reduction work has been actively carried out. By the end of the first half year of 2020, sound barrier along Shanghai-Nanjing Expressway have been built for 56.64 km, and the repair of the sound barrier of 140.20 square meters was completed.

In response to the environmental protection requirements related to the "Outline of Expressway Maintenance, Management and Development under 13th Five-year Plan of Jiangsu Province (江 蘇省高速公路"十三五"養護管理發展綱要)", milling planer material used in major and medium repair project of asphalt pavement should be recycled. In the first half year of 2020, the volume of recycled milling planer material was 15,363 cubic meters, and the waste recovery rate reached 100%.

  1. Reason for failure to disclose environmental information by companies not falling under key sewage emission entities

Applicable

Not Applicable

(IV) Explanations on subsequent progresses or changes in respect of environmental information disclosed during the Reporting Period

Applicable

Not Applicable

XV. EXPLANATION ON OTHER SIGNIFICANT MATTERS

  1. Details, reasons and impact of the changes to the accounting policies, accounting estimates and audit methods compared with those in the last accounting period

Applicable

Not Applicable

Due to changes in the road network charging model in 2020, in order to more objectively and fairly reflect the amortized cost of road and bridge assets, as approved by the twentieth meeting of the ninth session of the board of directors of the Company, the Company has taken the standard car flow translated by the new toll standard as the basis for the amortization of highway operation rights since 1 January 2020. In the first half of 2020, the impact on the amortization of highway operation rights within the scope of the Company's consolidation amounted to RMB-42.54 million, which reduced operating costs by RMB42.54 million. If this change in accounting estimates would be adopted in 2019, it is expected that the Company's amortization of road operating rights in 2019 would be increased by RMB5.6532 million and its operating costs would be increased by RMB5.6532 million.

Jiangsu Expressway Company Limited

69

SECTION V SIGNIFICANT MATTERS

XV. EXPLANATION ON OTHER SIGNIFICANT MATTERS (CONTINUED)

  1. Particulars, correction amount, reasons and its impact of significant accounting errors which required to be amended by retrospective restatement during the Reporting Period

Applicable

Not Applicable

  1. Others

Applicable

Not Applicable

XVI. CORPORATE GOVERNANCE

For the period of six months ended 30 June 2020, other than the following code provisions, the Company has complied with all of the applicable code provisions of the Corporate Governance Code under Appendix 14 to the Hong Kong Listing Rules.

Code provision

Compliance Corporate governance procedures

A2.7

The chairman should at least hold No

meetings annually with the independent

non-executive directors, in the absence

of other directors

A4.2

All directors appointed to fill a casual No

vacancy should be subject to election

by shareholders at the first general

meeting after appointment. Every

director, including those appointed

for a specific term, should be subject

to retirement by rotation at least once

every three years

During the Reporting Period, the Board has 13 members, of whom 3 are executive directors and the rest are non-executive directors. This ensures adequate independence of the board of directors and safeguards the decisions of the board of directors from being prejudiced by the opinions of executive directors.

All directors were elected or replaced at general meetings. The Company has introduced the cumulative voting system for the election of directors. According to the Company Law and the Articles of Association, each session of the board of directors is for a term of three years, with each director appointed for a term of three years, and all directors should retire upon the expiry of the three-year term, instead of retirement by rotation. Any re-appointment is subject to reelection at a general meeting.

70 2020 Interim Report

SECTION V SIGNIFICANT MATTERS

XVI. CORPORATE GOVERNANCE (CONTINUED)

Code provision

Compliance Corporate governance procedures

A6.7

I n d e p e n d e n t n o n - e x e c u t i v e No

directors and other non-executive

directors, as equal board members,

should give the board and any

committees on which they serve

the benefit of their skills, expertise

and varied backgrounds and

qualifications through regular

attendance and active participation.

In general, they should also attend

general meetings to gain and

develop a comprehensive and

balanced understanding of the

views of the shareholders

All independent non-executive directors and other non-executive directors have attended board meetings and meetings of various committees regularly and contributed their skills and expertise to the Company's decision - making process . During the Reporting Period, except for Mr. Ma Chung Lai, Lawrence, Mr. Wu Xinhua and Madam Hu Yu, non-executive directors, and Mr. Zhang Zhuting, independent non-executive d i r e c t o r, w h o w e r e u n a b l e t o a t t e n d the second 2020 extraordinary general meeting and the annual general meeting for 2019, due to their business reasons, all independent non-executive directors and other non-executive directors have attended the general meetings of the Company held.

XVII. MATERIAL CHANGE

Save as disclosed in this report, there has been no material change in respect of (a) the development of business of the Group and its financial position; (b) important events affecting the Group; and (c) the likely future development in the business of the Group and prospects for the year, since the publication of the 2019 annual report of the Company.

Jiangsu Expressway Company Limited

71

SECTION VI CHANGES IN ORDINARY SHARES AND INFORMATION ON SHAREHOLDERS

  1. CHANGES IN SHARE CAPITAL
    1. Table of changes in shares
      1. Table of changes in shares
        There is no change in the total number of shares and share capital structure of the Company during the Reporting Period.
      2. Explanation on the changes in shares

Applicable

Not Applicable

3. For changes in shares occurred during the period after the Reporting Period until the disclosure date of the Interim Report, their impact on financial indicators such as earnings per share and net assets per share (if any)

Applicable

Not Applicable

4. Other matters which the Company thought it is necessary to disclose or which were required to be disclosed by securities regulatory authorities

Applicable

Not Applicable

  1. Changes in shares subject to selling restrictions

Applicable

Not Applicable

II.

SHAREHOLDERS

(I)

Total number of shareholders:

Total number of ordinary shareholders as of the end of the Reporting Period

29,392

Total number of preference shareholders with voting rights restored as at

0

the end of the Reporting Period

Note: As at the end of June 2020, the Company had 28,971 A-share ordinary shareholders and 421 H Share shareholders, totaling 29,392 shareholders.

72 2020 Interim Report

SECTION VI CHANGES IN ORDINARY SHARES AND INFORMATION ON SHAREHOLDERS

  1. SHAREHOLDERS (CONTINUED)
    1. Table of shareholdings of top ten shareholders and top ten shareholders of shares in circulation (or shareholders without being imposed on any sales restrictions) as at the end of the Reporting Period

Unit: Share

Shareholdings of top ten shareholders

Number of

Number

shares held as

of shares

Change during

at the end of

with sales

Pledged or frozen

Name of shareholder

the Reporting

the Reporting

restrictions

Status of

Type of

(full name)

Period

Period

Percentage

held

shares

Number

shareholder

(%)

Jiangsu Communications Holding

-

2,742,578,825

54.44

-

Nil

-

State-owned

Company Limited

legal person

China Merchants Expressway Network &

-

589,059,077

11.69

-

Nil

-

State-owned

Technology Holdings Co., Ltd.

legal person

BlackRock, Inc.

10,964,529

158,338,523

3.14

-

Unknown

-

Foreign legal

person

Mitsubishi UFJ Financial Group Inc.

8,365,546

131,568,517

2.61

-

Unknown

-

Foreign legal

person

JPMorgan Chase & Co.

13,270,055

119,807,927

2.38

-

Unknown

-

Foreign legal

person

Huitianfu Fund Management Co., Ltd.

23,999,974

70,000,000

1.39

-

Unknown

-

Others

Social Security Fund 1103 Portfolio (

添富基金管理股份有限公司-社保基金

1103組合)

Citigroup Inc.

1,897,922

63,343,239

1.26

-

Unknown

-

Foreign legal

person

Jiantou Zhongxin Asset Management

-

21,410,000

0.42

-

Unknown

-

State-owned

Co.,Ltd.

legal person

China Pacific Life Insurance Co., Ltd. -

-

12,500,000

0.25

-

Unknown

-

Others

CPLI Stock Dividend Product (Shou Zi

Ying)(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)

National Social Security Fund 114 portfolio

3,531,299

9,632,923

0.19

-

Unknown

-

Others

(全國社保基金一一四組合)

Jiangsu Expressway Company Limited

73

SECTION VI CHANGES IN ORDINARY SHARES AND INFORMATION ON SHAREHOLDERS

  1. SHAREHOLDERS (CONTINUED)
  1. Table of shareholdings of top ten shareholders and top ten shareholders of shares in circulation (or shareholders without being imposed on any sales restrictions) as at the end of the Reporting Period (Continued)

Shareholding of top ten shareholders without selling restrictions

Number of shares

without selling

Class and number of shares

Name of shareholder

restrictions in circulation

Class

Number

Jiangsu Communications Holding Company Limited

2,742,578,825

RMB ordinary shares

2,742,578,825

China Merchants Expressway Network & Technology

589,059,077

RMB ordinary shares

589,059,077

Holdings Co., Ltd.

BlackRock, Inc.

158,338,523

Overseas listed foreign

158,338,523

shares

Mitsubishi UFJ Financial Group Inc.

131,568,517

Overseas listed foreign

131,568,517

shares

JPMorgan Chase & Co.

119,807,927

Overseas listed foreign

119,807,927

shares

Huitianfu Fund Management Co., Ltd. - Social Security

70,000,000

RMB ordinary shares

70,000,000

Fund 1103 Portfolio (匯添富基金管理股份有限公司

-社保基金1103組合)

Citigroup Inc.

63,343,239

Overseas listed foreign

63,343,239

shares

Jiantou Zhongxin Asset Management Co., Ltd.

21,410,000

RMB ordinary shares

21,410,000

China Pacific Life Insurance Co., Ltd. - CPLI Stock

12,500,000

RMB ordinary shares

12,500,000

Dividend Product (Shou Zi Ying) Entrusted Investment

(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))

National Social Security Fund 114 portfolio

9,632,923

RMB ordinary shares

9,632,923

(全國社保基金一一四組合)

Illustration on the related relationship or acting-in- concert

Illustration on the preference shareholders with voting rights restored and the shareholding thereof

  1. The Company is not aware of the existence of related relationship or acting- in-concert arrangement with respect to the above shareholders;
  2. During the Reporting Period, none of the related parties, strategic investors of the Company and general legal persons became the top ten shareholders of the Company because of placing of new shares; and
  3. The number of shares of H shareholders is based on the record of the register kept according to the Securities and Futures Ordinance of Hong Kong.

Nil

74 2020 Interim Report

SECTION VI CHANGES IN ORDINARY SHARES AND INFORMATION ON SHAREHOLDERS

  1. SHAREHOLDERS (CONTINUED)
    1. Table of shareholdings of top ten shareholders and top ten shareholders of shares in circulation (or shareholders without being imposed on any sales restrictions) as at the end of the Reporting Period (Continued)
      Interests and short positions

Number of A Shares

Percentage of

Directly

Number of

A Shares

Name of shareholder

Capacity

interested

A Shares

(total shares)

Jiangsu Communications

Other

Yes

2,742,578,825 (L)

71.88% (54.44%) (L)

Holding Company

Limited

China Merchants

Other

Yes

589,059,077 (L)

15.44% (11.69%) (L)

Expressway Network &

Technology Holdings

Co., Ltd.(1)

Jiangsu Expressway Company Limited

75

SECTION VI CHANGES IN ORDINARY SHARES AND INFORMATION ON SHAREHOLDERS

  1. SHAREHOLDERS (CONTINUED)
    1. Table of shareholdings of top ten shareholders and top ten shareholders of shares in circulation (or shareholders without being imposed on any sales restrictions) as at the end of the Reporting Period (Continued)
      Interests and short positions (Continued)

Number of H Shares

Percentage of

Directly

Number of

H Shares

Name of shareholder

Capacity

interested

H Shares

(total shares)

BlackRock, Inc.

Interest of controlled

No

158,338,523(L)

12.96%(3.14%)(L)

corporation(3)

178,000(S)

0.01%(0.00%)(S)

Mitsubishi UFJ

Interest of controlled

No

131,568,517(L)

10.76%(2.61%)(L)

Financial Group, Inc.

corporation(2)

119,807,927(L)

9.80%(2.38%)(L)

JPMorgan Chase &

Interest of controlled

No

4,370,647(S)

0.35%(0.09%)(S)

Co.

corporation/

74,435,686(P)

6.09%(1.48%)(P)

investment

manager/custodian

63,343,239(L)

5.18%(1.26%)(L)

- corporation/

approved lending

agent(4)

Citigroup Inc.

Interest of controlled

No

2,000(S)

0.00%(0.00%)(S)

corporation/

approved lending

62,315,448(P)

5.09%(1.24%)(P)

agent/custodian -

corporation(5)

Notes: (L) Long position; (S) Short position; (P) Lending pool

  1. China Merchants Group Limited was deemed to be interested in the Company by virtue of its controlling interest in its subsidiary, China Merchants Expressway Network.
  2. Mitsubishi UFJ Financial Group, Inc. was deemed to be interested in the Company by virtue of its indirectly wholly- owned subsidiaries.

76 2020 Interim Report

SECTION VI CHANGES IN ORDINARY SHARES AND INFORMATION ON SHAREHOLDERS

  1. SHAREHOLDERS (CONTINUED)
    1. Table of shareholdings of top ten shareholders and top ten shareholders of shares in circulation (or shareholders without being imposed on any sales restrictions) as at the end of the Reporting Period (Continued)
      Interests and short positions (Continued)
      1. BlackRock, Inc. was deemed to be interested in the long position of a total of 158,338,523 H Shares of the Company and in the short position of 178,000 H Shares by virtue of its control over a number of corporations, which were indirectly wholly-owned by BlackRock, Inc., except the following:
        1. BlackRock Holdco 6, LLC was indirectly owned as to 90% by BlackRock, Inc. BlackRock Holdco 6, LLC held interests in the Company through its indirectly wholly-owned subsidiaries as follows:
          1. BlackRock Institutional Trust Company, National Association held 32,303,058 (long position) and 178,000 H Shares (short position) of the Company.
          2. BlackRock Fund Advisors held 59,340,000 H Shares (long position) of the Company.
        2. BR Jersey International Holdings L.P. was indirectly owned as to 86% by BlackRock, Inc. BR Jersey International Holdings L.P. held interests in the Company through its indirectly wholly-owned subsidiaries as follows:
          1. BlackRock Japan Co., Ltd. held 3,236,650 H Shares (long position) of the Company.
          2. BlackRock Asset Management Canada Limited held 1,746,000 H Shares (long position) of the Company.
          3. BlackRock Investment Management (Australia) Limited held762,000 H Shares (long position) of the Company.
          4. BlackRock Asset Management North Asia Limited held 683,129 H Shares (long position) of the Company.
          5. BlackRock Investment Management (Taiwan) Limited held 24,000 H Shares (long position) of the Company.
          6. BlackRock (Singapore) Limited held 390,000 H Shares (long position) of the Company.
        3. BlackRock Group Limited was indirectly owned as to 90% by BR Jersey International Holdings L.P. (see note 3(b) above). BlackRock Group Limited held interests in the Company through its directly or indirectly wholly- owned subsidiaries as follows:
          1. BlackRock (Netherlands) B.V. held 906,000 H Shares (long position) of the Company.
          2. BlackRock Advisors (UK) Limited held 278,000 H Shares (long position) of the Company.
          3. BlackRock International Limited held 164,000 H Shares (long position) of the Company.
          4. BlackRock Asset Management Ireland Limited held 11,047,865 H Shares (long position) of the Company.
          5. BLACKROCK (Luxembourg) S.A. held 18,856,000 H Shares (long position) of the Company.

Jiangsu Expressway Company Limited

77

SECTION VI CHANGES IN ORDINARY SHARES AND INFORMATION ON SHAREHOLDERS

  1. SHAREHOLDERS (CONTINUED)
    1. Table of shareholdings of top ten shareholders and top ten shareholders of shares in circulation (or shareholders without being imposed on any sales restrictions) as at the end of the Reporting Period (Continued)
      Interests and short positions (Continued)
        1. BlackRock Investment Management (UK) Limited held 8,633,185 H Shares (long position) of the Company.
        2. BlackRock Fund Managers Limited held 2,974,959 H Shares (long position) of the Company.
        3. BlackRock Asset Management (Schweiz) AG held 10,000 H Shares (long position) of the Company.
        4. BlackRock Life Limited held 2,495,677 H Shares (long position) of the Company.
      1. JPMorgan Chase & Co. was deemed to be interested in the long position of a total of 119,807,927 H Shares of the Company (of which 5,294,230 H Shares were held through cash settled (off exchange) derivatives) and the short position of 4,370,647 H Shares (of which 4,268,073 H Shares were held through cash settled (off exchange) derivatives). JPMorgan Chase & Co. held interests in the following capacities:

Capacity

Number of shares

Number of shares

Number of shares

(long position)

(short position)

(lending pool)

Interest of controlled corporation

10,371,294

4,370,647

Investment manager

33,709,440

Person having a security interest in shares

1,291,507

Approved lending agent

74,435,686

  1. Citigroup Inc. was deemed to be interested in the long position of a total of 63,343,239 H Shares of the Company (of which 84,000 H Shares were held through cash settled (off exchange) derivatives) and the short position of 2,000 H Shares (of which 2,000 H Shares were held through cash settled (off exchange) derivatives). Citigroup Inc. held interests in the following capacities:

Capacity

Number of shares

Number of shares

Number of shares

(long position)

(short position)

(lending pool)

Interest of controlled corporation

1,027,791

2,000

Approved lending agent

62,315,448

Save as disclosed above, to the best of the Company's knowledge, there was no other person required to make disclosure under the Securities and Futures Ordinance of Hong Kong as at the latest practicable date.

78 2020 Interim Report

SECTION VI CHANGES IN ORDINARY SHARES AND INFORMATION ON SHAREHOLDERS

  1. SHAREHOLDERS (CONTINUED)
    1. Table of shareholdings of top ten shareholders and top ten shareholders of shares in circulation (or shareholders without being imposed on any sales restrictions) as at the end of the Reporting Period (Continued)
      Interests and short positions (Continued)
      Shareholdings of top ten shareholders subject to selling restrictions and their selling restrictions

Applicable

Not Applicable

  1. Strategic investors or general legal persons becoming the top ten shareholders because of the placing of new Shares

Applicable

Not Applicable

  1. CHANGE OF CONTROLLING SHAREHOLDERS AND DE FACTO CONTROLLERS

Applicable

Not Applicable

IV. DIRECTORS' INTERESTS AND SHORT POSITIONS IN SHARES, UNDERLYING SHARES AND DEBENTURES

As at 30 June 2020, none of the Directors and chief executives of the Company had any interests, long positions or short positions in the shares or underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance) that was required to be recorded in the register maintained by the Company pursuant to section 352 of the Securities and Futures Ordinance, or as otherwise notified to the Company and the Stock Exchange pursuant to the provisions under the Model Code for Securities Transactions by the Directors.

  1. REPURCHASE, SALE OR REDEMPTION OF SECURITIES

During the Reporting Period, there was no repurchase, sale or redemption of any of its listed securities by the Company and/or any of its subsidiaries; and the Company and its subsidiaries have not issued or grant any convertible securities, options, warrants or other similar rights at any time.

VI. PUBLIC FLOAT

According to public information and as far as the Directors know, the board of Directors is of the view that the public float of the shares of the Company as at 28 August 2020 (being the latest practicable date prior to the publication of this Report) complied with the requirements of the Hong Kong Listing Rules.

Jiangsu Expressway Company Limited

79

SECTION VI CHANGES IN ORDINARY SHARES AND INFORMATION ON SHAREHOLDERS

VII. DIVIDEND ARRANGEMENT WAIVED OR AGREED BY THE SHAREHOLDERS

During the Reporting Period, no dividend arrangement was waived by any of the shareholders.

VIII. MODEL CODE FOR SECURITIES TRANSACTIONS BY DIRECTORS OF LISTED ISSUERS

The Company has adopted a Code of Conduct for securities transactions by its directors on standards no lower than the provisions under the Model Code for Securities Transactions by Directors of Listed Issuers (the "Model Code") under Appendix 10 of the Hong Kong Listing Rules. Having made specific enquiries to all the Directors, the Directors have fully complied with the provisions stipulated under the Model Code and the Company's code of conduct for securities transactions by directors.

80 2020 Interim Report

SECTION VII INFORMATION ON PREFERRED SHARES

Applicable

Not Applicable

Jiangsu Expressway Company Limited

81

SECTION VIII PROFILES OF DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT

  1. CHANGES IN SHAREHOLDINGS
  1. Changes in shareholdings held by current or resigned directors, supervisors and members of senior management officers during the Reporting Period

Applicable

Not Applicable

Other Information

Applicable

Not Applicable

  1. Equity incentives granted to directors, supervisors and senior management officers during the Reporting Period

Applicable

Not Applicable

  1. CHANGES OF DIRECTORS, SUPERVISORS, AND SENIOR MANAGEMENT OFFICERS OF THE COMPANY

Applicable

Not Applicable

Name

Position Held

Change

Dai Qian (戴倩)

Chief Financial Officer

Appointed

Ren Zhuohuo (任卓華)

Chief Financial Officer

Resigned

Kong Yuanyi (孔元翌)

Staff Representative Supervisor

Elected

Shao Li(邵莉)

Staff Representative Supervisor

Resigned

Explanation on the changes of directors, supervisors and senior management officers of the Company

Applicable

Not Applicable

  1. Biographical details of a new senior management:
    Dai Qian, male, born in 1978, is a post-graduate with a master degree and also senior accountant. Mr. Dai served successively as the head of the financial audit department, assistant to director of financial management department and deputy director of the financial management department of Jiangsu Communications Holding Company Limited. (江蘇交通控股有限公司) from 2014 to 2020. He is the Chief Financial Officer and Party Committee Member of Jiangsu Expressway Company Limited since June 2020. Mr. Dai has been engaged in financial management for a long time and has extensive theoretical and practical experience.
  1. Biographical details of a new staff representative supervisor:
    Kong Yuanyi, female, born in February 1976, graduated from Nanjing University as a postgraduate with master's degree, and is an economist and national secondary enterprise human resource manager. Ms. Kong has successively served as the head of the office, assistant to the director of the Party and Mass Work Department of the Company, and is currently the deputy director (in charge of work) of the Party and Mass Work Department of the Company.

82 2020 Interim Report

SECTION VIII PROFILES OF DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT

  1. OTHER EXPLANATIONS

Applicable

Not Applicable

  1. Independent Non-executive Directors
    The Company has appointed a sufficient number of independent non-executive Directors. Zhang Zhuting, Chen Liang, Lin Hui, Zhou Shudong and Liu Xiaoxing were appointed as independent non- executive Directors of ninth session of the board of Directors of the Company, accounting for more than one-third of the members of the board of Directors. Five independent non-executive Directors are currently serving at renowned universities in the PRC, and are senior experts in the academic fields of economic management, industry policies and regulations, financial accounting and online finance respectively and are well-versed with academic theories and management experience. Independent Directors respectively serve as members of various committees of the board of Directors. Independent non-executive directors represent a majority in the Audit Committee, the Nomination Committee and the Remuneration and Appraisal Committee, and an independent non- executive Director acts as the Chairman at each of these committees.
  1. Staff Remuneration and Training
    As at 30 June 2020, the Group (including its controlled subsidiaries) had 5,517 staff members in total, comprising 801 managerial and technical staff members and 4,716 manufacturing staff members. During the Reporting Period, total amount of staff remuneration reached RMB435,066,000. The Company gave full play to the incentive and restrictive role of the position- based salary system in the first half of 2020. The Company continued to optimize staff remuneration composition, intensified the relationship between performance wages and dose-effect, comprising basic wages to provide reasonable protection, performance-based remuneration acting as an incentive for their potential driving force as well as welfare and insurance to secure their livelihood and rights and interests. Based on the principle of "fixing salary based on position, remuneration is gained based on performance", remuneration and benefits are paid reasonably with reference to the scientific assessment of an employee's performance at work. In the meantime, the Company makes contributions to "five social insurances and the housing provident fund" for the employees in accordance with law, and provides a number of tailor-made welfare benefits schemes such as supplemental medical treatment and enterprise annuity.
    In terms of training, we comprehensively checked the existing staff team, formulated personnel training plan base on the enterprise development needs and team structure, implemented policy separately, conducted multi-level training and improved job matching by organically combining professionalism with comprehensiveness. The Company arranged an online training at Shanghai Stock Exchange Academy for middle and senior management to effectively cultivate a group of professional talents who is familiar with the market and have expertise in business operation. The young reserve talents were provided 100 online courses covering three modules including self-management, management of others, and business management for learning. At the same time, the Company carried out offline Python language learning activities to provide technical support for operating, maintenance and inspection of "intelligent high-speed". With the learning activities platforms such as of "Young Employees' Classroom", "Micro-lession Competition" and "Friday Classroom", the Company practically improved the training pertinence and effectiveness.

Jiangsu Expressway Company Limited

83

SECTION IX INFORMATION ON CORPORATE BONDS

Applicable

Not Applicable

84 2020 Interim Report

CONSOLIDATED BALANCE SHEET

For the period ended 30 June 2020

Unit: RMB

Item

Note

30 June 2020 31 December 2019 Item

Note

30 June 2020 31 December 2019

Current Assets:

Cash and bank balances

VI 1

396,394,765.02

Held-for-trading financial assets

VI 2

1,765,073,027.10

Notes receivable

VI 3

1,997,100.00

Accounts receivable

VI 4

412,901,378.17

Prepayments

VI 5

57,315,472.23

Other receivables

VI 6

118,522,734.38

Inventories

VI 7

4,205,525,438.16

Other current assets

VI 8

514,936,839.58

Total Current Assets

7,472,666,754.64

Non-current Assets:

Investments in other equity

instruments

VI 9

4,567,964,324.49

Other non-current financial assets

VI 10

1,527,572,276.51

Long-term equity investments

VI 11

6,854,005,331.89

Investment properties

VI 12

17,943,058.91

Fixed assets

VI 13

1,876,221,904.35

Construction in progress

VI 14

17,618,050,406.77

Right-of-use assets

VI 16

2,022,347.44

Intangible assets

VI 15

18,246,503,188.58

Long-term prepaid expenses

VI 17

9,087,093.25

Deferred tax assets

VI 18

171,925,471.65

Other non-current assets

VI 19

14,955,570.00

Current Liabilities:

503,443,740.45 Short-term borrowings

676,935,184.62 Notes payable

  • Accounts payable
    224,285,157.62 Receipts in advance
    26,865,058.19 Contract liabilities
    51,199,899.50 Employee benefits payable

4,164,567,305.10 Taxes payable

379,340,961.34 Other payables

Non-current liabilities due within one year

6,026,637,306.82 Other current liabilities

Total Current Liabilities

5,655,468,613.24

1,446,175,745.21

6,939,251,518.62 Non-current Liabilities:

18,394,459.79 Long-term borrowings

1,907,362,713.72 Bonds payable

14,501,734,494.95 Lease liabilities

637,434.33 Deferred income

18,927,999,470.50 Provisions

11,418,643.58 Deferred tax liabilities

175,012,653.99 Total Non-current Liabilities

14,955,570.00 TOTAL LIABILITIES

Shareholders' Equity:

Share capital

Capital reserve

Other comprehensive income

Surplus reserve

General risk reserve

Retained profits

Total shareholders' equity attributable to equity holders of the Company

Minority interests

VI 20

1,380,880,336.29

1,972,708,495.84

VI 21

895,000,000.00

-

VI 22

1,043,858,654.62

1,262,414,819.54

VI 23

7,832,692.14

10,698,899.04

VI 24

1,068,685,183.35

1,134,150,940.01

VI 25

714,309.08

1,563,119.99

VI 26

182,671,042.18

225,458,836.37

VI 27

2,591,604,474.14

261,048,444.02

VI 28

4,164,076,736.49

3,161,145,193.63

VI 29

6,357,724,161.56

5,092,083,748.87

17,693,047,589.85

13,121,272,497.31

VI 30

10,055,235,181.77

8,335,475,444.12

VI 31

-

997,460,933.93

VI 32

1,094,340.47

-

VI 33

128,703,380.91

41,177,151.42

VI 34

28,798,736.77

30,211,590.82

VI 18

157,788,364.52

416,613,871.66

10,371,620,004.44

9,820,938,991.95

28,064,667,594.29

22,942,211,489.26

VI 35

5,037,747,500.00

5,037,747,500.00

VI 36

10,501,913,183.87

10,501,913,183.87

VI 37

504,015,493.00

1,291,748,071.42

VI 38

3,551,167,000.42

3,551,167,000.42

VI 39

2,001,131.77

141,891.32

VI 40

6,330,680,316.11

8,164,265,960.12

25,927,524,625.17

28,546,983,607.15

4,386,725,509.02

4,135,853,528.34

Total Non-current Assets

50,906,250,973.84

49,598,411,317.93

TOTAL SHAREHOLDERS' EQUITY

TOTAL LIABILITIES AND

TOTAL ASSETS

58,378,917,728.48

55,625,048,624.75

SHAREHOLDERS' EQUITY

30,314,250,134.19

32,682,837,135.49

58,378,917,728.48

55,625,048,624.75

The accompanying notes form part of the financial statements

The financial statements on pages 84 to 231 were signed by the following:

Legal Representative:

Person in Charge of the Accounting Body:

Chief Accountant:

Sun Xibin

Dai Qian

Yao Qunfang

Jiangsu Expressway Company Limited

85

BALANCE SHEET OF THE COMPANY

For the period ended 30 June 2020

Unit: RMB

Item

Note

30 June 2020

31 December 2019

Item

Note

30 June 2020

31 December 2019

Current Assets:

Current Liabilities:

Cash and bank balances

52,958,672.42

72,993,232.97

Short-term borrowings

883,563,416.67

2,022,320,888.89

Held-for-trading financial assets

1,631,004,410.66

370,000,000.00

Accounts payable

435,994,055.49

589,591,720.53

Accounts receivable

XIV 1

185,004,319.14

158,693,671.56

Receipts in advance

2,329,430.76

4,679,590.76

Prepayments

32,125,304.69

5,983,721.61

Employee benefits payable

707,454.17

1,023,753.28

Other receivables

XIV 2

169,820,075.10

13,182,864.41

Taxes payable

66,974,759.39

26,068,004.78

Inventories

12,319,904.89

12,961,862.11

Other payables

3,485,874,589.17

154,434,539.62

Non-current assets due within one

Non-current liabilities due within

year

986,238,867.23

30,284,152.78

one year

4,100,228,833.18

3,055,176,013.26

Other current assets

988,640,746.32

404,998,605.25

Other current liabilities

6,271,391,789.00

4,998,884,246.00

Total Current Assets

4,058,112,300.45

1,069,098,110.69

Total Current Liabilities

15,247,064,327.83

10,852,178,757.12

Non-current Assets:

Non-current Liabilities:

Investments in other equity

Long-term borrowings

513,155,181.77

13,827,444.12

instruments

3,374,688,524.49

4,188,311,013.24

Bonds payable

-

997,460,933.93

Long-term equity investments

XIV 3

17,920,542,727.08

17,437,162,898.62

Deferred income

50,849,120.00

-

Fixed assets

969,409,032.54

1,010,379,375.99

Deferred tax liabilities

-

144,200,424.02

Construction in progress

69,593,578.03

78,110,869.95

Intangible assets

9,074,806,268.17

9,394,393,034.42

Total Non-current Liabilities

564,004,301.77

1,155,488,802.07

Long-term prepaid expenses

4,245,282.92

5,660,377.22

Deferred tax assets

59,205,198.16

-

12,007,667,559.19

Other non-current assets

964,955,570.00

1,901,079,653.58

TOTAL LIABILITIES

15,811,068,629.60

Total Non-current Assets

32,437,446,181.39

34,015,097,223.02

Shareholders' Equity:

Share capital

5,037,747,500.00

5,037,747,500.00

Capital reserve

7,401,175,276.67

7,401,175,276.67

Other comprehensive income

125,924,779.15

730,095,757.57

Surplus reserve

2,518,873,750.00

2,518,873,750.00

Retained profits

5,600,768,546.42

7,388,635,490.28

TOTAL SHAREHOLDERS' EQUITY

20,684,489,852.24

23,076,527,774.52

TOTAL LIABILITIES AND

35,084,195,333.71

35,084,195,333.71

TOTAL ASSETS

36,495,558,481.84

SHAREHOLDERS' EQUITY

36,495,558,481.84

The accompanying notes form part of the financial statements

The financial statements on pages 84 to 231 were signed by the following:

Legal Representative:

Person in Charge of the Accounting Body:

Chief Accountant:

Sun Xibin

Dai Qian

Yao Qunfang

86 2020 Interim Report

CONSOLIDATED INCOME STATEMENT

For the period ended 30 June 2020

Unit: RMB

Amount for the

Amount for the

Item

Note

current period

prior period

I.

Total operating income

VI 41

2,668,351,072.50

4,835,457,868.83

Including: Operating income

2,668,351,072.50

4,835,457,868.83

Less:

Total operating costs

2,237,744,544.95

2,341,869,205.41

Including: Operating costs

VI 41

1,859,290,222.19

1,955,644,387.14

Taxes and levies

VI 42

39,258,353.21

55,403,316.19

Selling expenses

VI 43

8,977,337.47

18,630,332.26

Administrative expenses

VI 44

73,831,410.68

85,673,931.47

Financial expenses

VI 45

256,387,221.40

226,517,238.35

Including: Interest expenses

243,777,161.13

227,654,018.44

Interest income

2,833,886.76

3,577,594.21

Add:

Other income

VI 46

9,387,442.24

2,612,095.39

Investment income

VI 47

147,761,973.92

478,199,640.69

Including: Income from investments

in associates and joint

ventures

-10,411,795.68

355,157,835.85

Gains from changes in fair

values

VI 48

50,461,176.80

21,207,890.81

Impairment reversals (losses)

of credit

VI 49

-

-130,000.00

Losses from disposal of assets

VI 50

-

-295,936.53

II.

Operating profit

638,217,120.51

2,995,182,353.78

Add:

Non-operating income

VI 51

29,557,223.53

1,608,479.04

Less:

Non-operating expenses

VI 52

9,752,929.55

11,041,962.04

III.

Total profit

658,021,414.49

2,985,748,870.78

Less:

Income tax expenses

VI 53

173,933,369.86

651,267,942.06

IV.

Net profit

484,088,044.63

2,334,480,928.72

  1. Categorized by the nature of continuing operation:

1.

Net profit from continuing operations

484,088,044.63

2,334,480,928.72

2.

Net profit from discontinued operations

-

-

(II) Categorized by ownership:

1. Net profit attributable to owners of the

Company

485,637,446.44

2,281,609,028.13

2. Profit or loss attributable to minority

interests

-1,549,401.81

52,871,900.59

Jiangsu Expressway Company Limited

87

CONSOLIDATED INCOME STATEMENT

For the period ended 30 June 2020

Amount for the

Amount for the

Item

Note

current period

prior period

V. Other comprehensive income, net of tax

-809,582,328.42

531,287,650.30

Other comprehensive income attributable to owners

of the Company, net of tax

-787,732,578.42

527,602,150.30

(I) Other comprehensive income that cannot be

reclassified to profit or loss

-787,732,578.42

527,602,150.30

1. Other comprehensive income that cannot

be reclassified into profit or loss under

the equity method

6,045,888.15

124,907,965.20

2. Changes in fair value of investments in

other equity instruments

-793,778,466.57

402,694,185.10

(II) Other comprehensive income that will be

reclassified to profit or loss

-

Other comprehensive income attributable to

minority interests, net of tax

-21,849,750.00

3,685,500.00

2,865,768,579.02

VI.

Total comprehensive income

-325,494,283.79

Total comprehensive income attributable to owners

of the Company

-302,095,131.98

2,809,211,178.43

Total comprehensive income attributable to minority

interests

-23,399,151.81

56,557,400.59

VII. Earnings per share

(I) Basic earnings per share

0.0964

0.4529

(II) Diluted earnings per share

N/A

N/A

The accompanying notes form part of the financial statements

The financial statements on pages 84 to 231 were signed by the following:

Legal Representative:

Person in Charge of the Accounting Body:

Chief Accountant:

Sun Xibin

Dai Qian

Yao Qunfang

88 2020 Interim Report

INCOME STATEMENT OF THE COMPANY

For the period ended 30 June 2020

Unit: RMB

Amount for the

Amount for the

Item

Note

current period

prior period

I.

Operating income

XIV 4

1,775,522,114.91

3,122,046,925.72

Less:

Operating costs

XIV 4

1,124,158,133.09

1,115,103,028.87

Taxes and levies

7,726,056.87

20,996,091.91

Administrative expenses

56,827,028.35

57,722,948.33

Financial expenses

169,796,077.56

138,513,026.65

Including: Interest expenses

156,421,990.58

137,115,213.12

Interest income

667,955.82

919,916.26

Add:

Other income

7,447,135.54

1,627,822.84

Investment income

XIV 5

212,845,681.02

361,285,280.94

Including: Income from investments

in associates and joint

ventures

11,214,219.51

245,926,085.00

Impairment reversals (losses)

of credit

-

-

Gains from disposal of assets

-

67,583.94

II.

Operating profit

637,307,635.60

2,152,692,517.68

Add:

Non-operating income

28,042,899.71

1,436,015.48

Less:

Non-operating expenses

8,219,236.53

7,678,462.89

III.

Total profit

657,131,298.78

2,146,450,070.27

Less:

Income tax expenses

127,634,392.64

466,863,503.40

IV.

Net profit

529,496,906.14

1,679,586,566.87

(I) Net profit from continuing operations

529,496,906.14

1,679,586,566.87

(II) Net profit from discontinued operations

-

-

Jiangsu Expressway Company Limited

89

INCOME STATEMENT OF THE COMPANY

For the period ended 30 June 2020

Amount for the

Amount for the

Item

Note

current period

prior period

V. Other comprehensive income, net of tax

-604,170,978.42

506,717,650.30

  1. Other comprehensive income that cannot be

reclassified into profit or loss

-604,170,978.42

506,717,650.30

1. Other comprehensive income that cannot be reclassified into profit or loss under

the equity method

6,045,888.15

124,907,965.20

2. Changes in fair value of investments in

other equity instruments

-610,216,866.57

381,809,685.10

(II) Other comprehensive income that will be

reclassified into profit or loss

-

-

VI. Total comprehensive income

-74,674,072.28

2,186,304,217.17

The accompanying notes form part of the financial statements

The financial statements on pages 84 to 231 were signed by the following:

Legal Representative:

Person in Charge of the Accounting Body:

Chief Accountant:

Sun Xibin

Dai Qian

Yao Qunfang

90 2020 Interim Report

CONSOLIDATED CASH FLOW STATEMENT

For the period ended 30 June 2020

Unit: RMB

Amount for the

Amount for the

Item

Note

current period

prior period

I.

Cash Flows from Operating Activities:

Cash receipts from the sale of goods and the rendering

of services

2,724,400,874.76

5,240,391,028.41

Other cash receipts relating to operating activities

VI 55 (1)

125,996,536.84

98,154,643.84

Sub-total of cash inflows from operating activities

2,850,397,411.60

5,338,545,672.25

Cash payments for goods purchased and services

received

934,531,215.93

991,054,370.10

Net increase in loans to customers and advances

-

500,004.00

Cash payments to and on behalf of employees

414,329,720.82

424,438,938.38

Payments of various types of taxes

348,231,442.18

898,469,530.85

Other cash payments relating to operating activities

VI 55 (2)

257,975,882.19

96,586,438.02

Sub-total of cash outflows from operating activities

1,955,068,261.12

2,411,049,281.35

Net Cash Flow from Operating Activities

VI 56 (1)

895,329,150.48

2,927,496,390.90

II.

Cash Flows from Investing Activities:

Cash receipts from disposals and recovery

of investments

2,113,389,861.59

3,804,205,807.87

Cash receipts from investment income

171,131,564.26

63,582,954.06

Net cash receipts from disposals of fixed assets,

intangible assets and other long-term assets

17,903.54

117,486.66

Other cash receipts relating to investing activities

VI 55 (3)

-

-

Sub-total of cash inflows from investing activities

2,284,539,329.39

3,867,906,248.59

Cash payments to acquire or construct fixed assets,

intangible assets and other long-term assets

2,343,360,064.33

1,477,781,578.00

Cash payments to acquire investments

3,232,375,673.48

5,593,771,864.38

Net cash payments for acquisitions of subsidiaries and

other business units

-

-

Other cash payments relating to investing activities

VI 55 (4)

-

-

Sub-total of cash outflows from investing activities

5,575,735,737.81

7,071,553,442.38

Net Cash Flow from Investing Activities

-3,291,196,408.42

-3,203,647,193.79

Jiangsu Expressway Company Limited

91

CONSOLIDATED CASH FLOW STATEMENT

For the period ended 30 June 2020

Amount for the

Amount for the

Item

Note

current period

prior period

III. Cash Flows from Financing Activities:

Cash receipts from capital contributions

289,710,000.00

479,200,555.00

Including: cash receipts from capital contributions from

minority owners of subsidiaries

289,710,000.00

479,200,555.00

Cash receipts from borrowings

2,243,690,000.00

1,402,400,000.00

Cash receipts from issue of bonds

8,110,000,000.00

2,200,000,000.00

Sub-total of cash inflows from financing activities

10,643,400,000.00

4,081,600,555.00

Cash repayments of borrowings

7,983,069,130.59

3,604,177,864.07

Cash payments for distribution of dividends or profits or

settlement of interest expenses

366,506,631.30

185,038,115.49

Including: payments for distribution of dividends or profits

to minority owners of subsidiaries

Other cash payments relating to financing activities

VI 55 (5)

18,540,629.97

2,248,810.55

Sub-total of cash outflows from financing activities

8,368,116,391.86

3,791,464,790.11

Net Cash Flow from Financing Activities

2,275,283,608.14

290,135,764.89

IV.

Effect of Foreign Exchange Rate Changes on Cash

and Cash Equivalents

V.

Net Increase (Decrease) in Cash and Cash

Equivalents

VI 56 (1)

-120,583,649.80

13,984,962.00

Add: Opening balance of Cash and Cash Equivalents

VI 56 (2)

449,410,135.63

515,126,921.66

VI.

Closing balance of Cash and Cash Equivalents

VI 56 (2)

328,826,485.83

529,111,883.66

The accompanying notes form part of the financial statements

The financial statements on pages 84 to 231 were signed by the following:

Legal Representative:

Person in Charge of the Accounting Body:

Chief Accountant:

Sun Xibin

Dai Qian

Yao Qunfang

92 2020 Interim Report

CASH FLOW STATEMENT OF THE COMPANY

For the period ended 30 June 2020

Unit: RMB

Amount for the

Amount for the

Item

Note

current period

prior period

I.

Cash Flows from Operating Activities:

Cash receipts from the sale of goods and the rendering

of services

1,845,349,180.10

3,234,856,552.12

Other cash receipts relating to operating activities

299,749,044.26

13,448,956.02

Sub-total of cash inflows from operating activities

2,145,098,224.36

3,248,305,508.14

Cash payments for goods purchased and services

received

618,208,661.70

663,165,218.95

Cash payments to and on behalf of employees

292,475,237.16

275,249,186.63

Payments of various types of taxes

158,875,403.33

648,620,931.41

Other cash payments relating to operating activities

27,008,854.24

21,532,011.57

Sub-total of cash outflows from operating activities

1,096,568,156.43

1,608,567,348.56

Net Cash Flow from Operating Activities

1,048,530,067.93

1,639,738,159.58

II.

Cash Flows from Investing Activities:

Cash receipts from disposals and recovery of investments

994,067,790.92

2,322,000,000.00

Cash receipts from investment income

119,099,618.38

53,169,304.50

Net cash receipts from disposals of fixed assets,

intangible assets and other long-term assets

16,855.00

83,000.00

Other cash receipts relating to investing activities

11,000,000.00

461,000,000.00

Sub-total of cash inflows from investing activities

1,124,184,264.30

2,836,252,304.50

Cash payments to acquire or construct fixed assets,

intangible assets and other long-term assets

48,293,691.18

43,729,073.78

Cash payments to acquire investments

2,802,072,201.58

4,462,000,000.00

Net cash payments for acquisitions of subsidiaries and

other business units

-

-

Other cash payments relating to investing activities

821,000,000.00

11,000,000.00

Sub-total of cash outflows from investing activities

3,671,365,892.76

4,516,729,073.78

Net Cash Flow from Investing Activities

-2,547,181,628.46

-1,680,476,769.28

Jiangsu Expressway Company Limited

93

CASH FLOW STATEMENT OF THE COMPANY

For the period ended 30 June 2020

Amount for the

Amount for the

Item

Note

current period

prior period

  1. Cash Flows from Financing Activities:

Cash receipts from borrowings

850,000,000.00

1,025,000,000.00

Cash receipts from issue of bonds

8,110,000,000.00

2,200,000,000.00

Sub-total of cash inflows from financing activities

8,960,000,000.00

3,225,000,000.00

Cash repayments of borrowings

7,318,861,130.59

3,070,927,864.07

Cash payments for distribution of dividends or profits or

settlement of interest expenses

145,778,116.27

105,699,493.12

Other cash payments relating to financing activities

16,743,753.16

3,123,810.55

Sub-total of cash outflows from financing activities

7,481,383,000.02

3,179,751,167.74

Net Cash Flow from Financing Activities

1,478,616,999.98

45,248,832.26

IV.

Effect of Foreign Exchange Rate Changes on Cash

and Cash Equivalents

-

-

V.

Net Decrease in Cash and Cash Equivalents

-20,034,560.55

4,510,222.56

Add: Opening balance of Cash and Cash Equivalents

72,993,232.97

100,931,394.05

VI.

Closing balance of Cash and Cash Equivalents

52,958,672.42

105,441,616.61

The accompanying notes form part of the financial statements

The financial statements on pages 84 to 231 were signed by the following:

Legal Representative:

Person in Charge of the Accounting Body:

Chief Accountant:

Sun Xibin

Dai Qian

Yao Qunfang

Unit: RMB

Amount for the current period

Item

Attributable to owners of the Company

Other equity instruments

Other

Total

Share

Preferred

Perpetual

Less: Treasury

comprehensive

Special

Surplus

General

Retained

Minority

shareholders'

capital

shares

debts

Others

Capital reserve

shares

income

reserve

reserve

Risk Provision

profits

interests

equity

I.

Closing balance as at 31 December 2019

5,037,747,500.00

-

-

-

10,501,913,183.87

-

1,291,748,071.42

-

3,551,167,000.42

141,891.32

8,164,265,960.12

4,135,853,528.34

32,682,837,135.49

II.

Changes for the period

-

-

-

-

-

-

-787,732,578.42

-

-

1,859,240.45

-1,833,585,644.01

250,871,980.68

-2,368,587,001.30

(I)

Total comprehensive income

-

-

-

-

-

-

-787,732,578.42

-

-

-

485,637,446.44

-23,399,151.81

-325,494,283.79

(II)

Owners' contributions and reduction in capital

-

-

-

-

-

-

-

-

-

-

-

289,710,000.00

289,710,000.00

1.

Ordinary shares contributed by

shareholders

-

-

-

-

-

-

-

-

-

-

-

289,710,000.00

289,710,000.00

2. Capital reserve of investee under equity

method

-

-

-

-

-

-

-

-

-

-

-

-

-

(III) Profit distribution

-

-

-

-

-

-

-

-

-

1,859,240.45

-2,319,223,090.45

-15,438,867.51

-2,332,802,717.51

1.

Transfer to surplus reserve

-

-

-

-

-

-

-

-

-

-

-

-

2.

Transfer to general risk reserve

-

-

-

-

-

-

-

-

-

1,859,240.45

-1,859,240.45

-

-

3.

Distributions to shareholders

-

-

-

-

-

-

-

-

-

-

-2,317,363,850.00

-15,438,867.51

-2,332,802,717.51

III.

Closing balance as at 30 June 2020

5,037,747,500.00

-

-

-

10,501,913,183.87

-

504,015,493.00

-

3,551,167,000.42

2,001,131.77

6,330,680,316.11

4,386,725,509.02

30,314,250,134.19

The accompanying notes form part of the financial statements.

The financial statements on pages 84 to 231 were signed by the following:

Legal Representative:

Person in Charge of the Accounting Body:

Chief Accountant:

Sun Xibin

Dai Qian

Yao Qunfang

94

June 30 ended period the For

CONSOLIDATED

Report Interim 2020

2020

STATEMENT

EQUITY SHAREHOLDERS' IN CHANGES OF

Unit: RMB

Amount for the prior period

Item

Attributable to owners of the Company

Other equity instruments

Other

Total

Share

Preferred

Perpetual

Less: Treasury

comprehensive

Special

Surplus

General

Retained

Minority

shareholders'

capital

shares

debts

Others

Capital reserve

shares

income

reserve

reserve

Risk Provision

profits

interests

equity

I.

Closing balance as at 31 December 2018

5,037,747,500.00

-

-

-

10,428,388,234.50

-

837,827,667.08

-

3,411,194,284.79

-

6,422,040,045.25

3,216,659,209.60

29,353,856,941.22

II.

Changes for the period

-

-

-

-

-

-

527,602,150.30

-

-

-

-35,754,821.87

535,757,955.59

1,027,605,284.02

(I)

Total comprehensive income

-

-

-

-

-

-

527,602,150.30

-

-

-

2,281,609,028.13

56,557,400.59

2,865,768,579.02

(II)

Owners' contributions and reduction in capital

-

-

-

-

-

-

-

-

-

-

-

479,200,555.00

479,200,555.00

1. Ordinary shares contributed by

shareholders

-

-

-

-

-

-

-

-

-

-

-

479,200,555.00

479,200,555.00

(III)

Profit distribution

-

-

-

-

-

-

-

-

-

-

-2,317,363,850.00

-

-2,317,363,850.00

1.

Transfer to surplus reserve

-

-

-

-

-

-

-

-

-

-

-

-

-

2.

Distributions to shareholders

-

-

-

-

-

-

-

-

-

-

-2,317,363,850.00

-

-2,317,363,850.00

III.

Closing balance as at 30 June 2019

5,037,747,500.00

-

-

-

10,428,388,234.50

-

1,365,429,817.38

-

3,411,194,284.79

-

6,386,285,223.38

3,752,417,165.19

30,381,462,225.24

The accompanying notes form part of the financial statements.

The financial statements on pages 84 to 231 were signed by the following:

Legal Representative:

Person in Charge of the Accounting Body:

Chief Accountant:

Sun Xibin

Dai Qian

Yao Qunfang

ended period the For

SHAREHOLDERS' IN CHANGES OF STATEMENT CONSOLIDATED

Expressway Jiangsu

2020 June 30

EQUITY

Limited Company

95

Unit: RMB

Amount for the current period

Other equity instruments

Less:

Other

Total

Share

Preferred

Perpetual

Capital

Treasury

comprehensive

Special

General Risk

Retained

owner's

Item

capita

shares

debts

Others

reserve

shares

income

reserve

Surplus reserve

Provision

profits

equity

I.

Closing balance as at 31 December 2019

5,037,747,500.00

-

-

-

7,401,175,276.67

-

730,095,757.57

-

2,518,873,750.00

-

7,388,635,490.28

23,076,527,774.52

II.

Changes for the period

-

-

-

-

-

-

-604,170,978.42

-

-

-

-1,787,866,943.86

-2,392,037,922.28

(I) Total comprehensive income

-

-

-

-

-

-

-604,170,978.42

-

-

-

529,496,906.14

-74,674,072.28

(II) Owners' contributions and reduction in capital

-

-

-

-

-

-

-

-

-

-

-

-

1. Capital reserve of investee under equity

method

-

-

-

-

-

-

-

-

-

-

-

-

((III) Profit distribution

-

-

-

-

-

-

-

-

-

-

(2,317,363,850.00)

(2,317,363,850.00)

1.

Distributions to shareholders

-

-

-

-

-

-

-

-

-

-

(2,317,363,850.00)

(2,317,363,850.00)

III. Closing balance as at 30 June 2020

5,037,747,500.00

-

-

-

7,401,175,276.67

-

125,924,779.15

-

2,518,873,750.00

-

5,600,768,546.42

20,684,489,852.24

The accompanying notes form part of the financial statements.

The financial statements on pages 84 to 231 were signed by the following:

Legal Representative:

Person in Charge of the Accounting Body:

Chief Accountant:

Sun Xibin

Dai Qian

Yao Qunfang

96

ended period the For

STATEMENT

Report Interim 2020

2020 June 30

CHANGES OF

COMPANY THE OF EQUITY SHAREHOLDERS' IN

Unit: RMB

Amount for the prior period

Other equity instruments

Less:

Other

Total

Share

Preferred

Perpetual

Capital

Treasury

comprehensive

Special

General Risk

Retained

owner's

Item

capita

shares

debts

Others

reserve

shares

income

reserve

Surplus reserve

Provision

profits

equity

I.

Closing balance as at 31 December 2018

5,037,747,500.00

-

-

-

7,327,650,327.30

-

289,485,951.71

-

2,518,873,750.00

-

6,602,016,006.52

21,775,773,535.53

II.

Changes for the period

-

-

-

-

-

-

506,717,650.30

-

-

-

-637,777,283.13

-131,059,632.83

(I)

Total comprehensive income

-

-

-

-

-

-

506,717,650.30

-

-

-

1,679,586,566.87

2,186,304,217.17

(II)

Profit distribution

-

-

-

-

-

-

-

-

-

-

-2,317,363,850.00

-2,317,363,850.00

1.

Distributions to shareholders

-

-

-

-

-

-

-

-

-

-

-2,317,363,850.00

-2,317,363,850.00

III.

Closing balance as at 30 June 2019

5,037,747,500.00

-

-

-

7,327,650,327.30

-

796,203,602.01

-

2,518,873,750.00

-

5,964,238,723.39

21,644,713,902.70

The accompanying notes form part of the financial statements.

The financial statements on pages 84 to 231 were signed by the following:

Legal Representative:

Person in Charge of the Accounting Body:

Chief Accountant:

Sun Xibin

Dai Qian

Yao Qunfang

COMPANY THE OF EQUITY SHAREHOLDERS' IN CHANGES OF STATEMENT 2020 June 30 ended period the For

Limited Company Expressway Jiangsu

97

98 2020 Interim Report

NOTES TO THE FINANCIAL STATEMENTS

For the period ended 30 June 2020

  1. BASIC INFORMATION ABOUT THE COMPANY
    1. General
      Jiangsu Expressway Co., Ltd. (the "Company") is a joint-stock limited company incorporated in Nanjing, Jiangsu province on 1 August 1992, with headquarter located in Nanjing. The principal activities of the Company and its subsidiaries (collectively referred it as the "Group") mainly include: construction, operation and management of the Jiangsu section of Shanghai-Nanjing Expressway (the "Shanghai-Nanjing Expressway") and other toll roads in Jiangsu Province PRC, and the provision of passenger transport services and other supporting services along the toll roads.
      The Company issued 1,222,000,000 shares on the Stock Exchange of Hong Kong Limited ("H shares") and 150,000,000 shares on the Shanghai Stock Exchange ("A shares") with par value of RMB1 in June 1997 and December 2000 respectively.
      The parent company and ultimate shareholder of the Company is Jiangsu Communications Holding Company Limited ("Communications Holding").
    2. Scope of consolidated financial statements
      The Company and the consolidated financial are approved by the Board of Directors on 28 August 2020.
      Subsidiaries consolidated in the financial statements are listed in Note VII "Equity in other entities".
  1. BASIS OF PREPARATION OF FINANCIAL STATEMENTS
    Basis of preparation

The Group has adopted the Accounting Standards for Business Enterprises ("ASBE") issued by the Ministry of Finance ("MOF") and related rules. The Group has disclosed relevant financial information in accordance with Information Disclosure and Presentation Rules for Companies Offering Securities to the Public No. 15 - General Provisions on Financial Reporting (Revised in 2014). In addition, the Group also disclosed relevant disclosure in accordance with the disclosure requirements of the Hong Kong Companies Ordinance and the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited.

Going concern

As at 30 June 2020, the Group had total current liabilities in excess of total current assets of RMB10,220,380,835.21. As at 30 June 2020, the Group has available unutilized bank loan facilities with a time limit over one year of approximately RMB30,484,023,000.00 and authorized but not issued super short-term bonds with a time limit over one year of approximately RMB750,000,000.00. The Group's management believes the facilities above are to provide all necessary financial support to the Group in the foreseeable future so as to maintain the Group's ability to continue as a going concern, the financial statements have been prepared on a going concern basis.

Jiangsu Expressway Company Limited

99

NOTES TO THE FINANCIAL STATEMENTS

For the period ended 30 June 2020

  1. BASIS OF PREPARATION OF FINANCIAL STATEMENTS (CONTINUED)
    Basis of accounting and principle of measurement

The Group has adopted the accrual basis of accounting. Except for certain financial instruments which are measured at fair value, the Group adopts the historical cost as the principle of measurement in the financial statements. Where assets are impaired, provisions for asset impairment are made in accordance with relevant requirements.

Where the historical cost is adopted as the measurement basis, assets are recorded at the amount of cash or cash equivalents paid or the fair value of the consideration given to acquire them at the time of their acquisition. Liabilities are recorded at the amount of proceeds or assets received or the contractual amounts for assuming the present obligation, or, at the amounts of cash or cash equivalents expected to be paid to settle the liabilities in the normal course of business.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using valuation technique. Fair value measurement and disclosure in the financial statements are determined according to the above basis.

Fair value measurements are categorized into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:

    • Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the entity can access at the measurement date;
    • Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and
    • Level 3 inputs are unobservable inputs for the asset or liability.
  1. SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES

The Group are principally engaged in toll road operation. The Group determines the specific accounting policies according to the toll road industry characteristics, shown mainly on the provision for credit impairment, depreciation for fixed assets, amortization for toll road operation rights and recognition timing of revenue. Refer to Note III 9, 13, 16 and 22 for detail specific accounting policies. For description of significant accounting judgments, estimation and assumption made by management, see Note IV.

1. Statement of compliance with the ASBE

The financial statements of the Company have been prepared in accordance with ASBE, and present truly and completely, the Company's and consolidated financial position as of 30 June 2020, changes in equity of the Company and consolidated shareholders and the Company's and consolidated results of operations and cash flows for the period ended 30 June 2020.

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Jiangsu Expressway Co. Ltd. published this content on 15 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 September 2020 08:49:09 UTC