Sichuan Expressway : ANNOUNCEMENT ON INSIDE INFORMATION

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

ANNOUNCEMENT ON INSIDE INFORMATION

This announcement is made by the Company pursuant to Rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and the Inside Information Provisions (as defined in the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong).

THE MERGER AGREEMENT

Reference is made to the announcement of the Company dated 22 March 2021 in relation to the proposed strategic restructuring of the STIG Group and SRIG Group. On 2 April 2021, the Company was informed that STIG and SRIG entered into the Merger Agreement on the same date for the implementation of the Restructuring. Major terms of the Merger Agreement are set out as follows:

Date:	2 April 2021
Parties:	(i) STIG; and (ii) SRIG
Merger proposal:	According to the relevant requirements from the
	Sichuan People's Government, STIG Group and SRIG
	Group shall undergo the strategic restructuring pursuant
	to which a new entity, Shudao Investment, will be
	established.
	Shudao Investment shall be wholly-owned by Sichuan
	Development upon its establishment.

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	All the assets, liabilities, business, employees, contracts
	and qualifications together with all other rights and
	obligations of the STIG Group and the SRIG Group,
	and the subordinating branch entities and equity interest
	or other interest in the subordinating companies held by
	the STIG Group and the SRIG Group shall be vested in
	Shudao Investment.
Conditions:	The Restructuring is conditional on (i) the signing of
	the Merger Agreement by the legal representatives or
	authorized persons of STIG and SRIG, and obtaining
	the approval from SASAC of SPG; and (ii) all other
	necessary approvals having been obtained from the
	relevant governmental authorities.

The Merger Agreement has been approved by SASAC of SPG and is subject to other relevant necessary approval procedures. The Restructuring, if materialized, may trigger an obligation on the part of Shudao Investment to make a mandatory general offer for all the Shares other than those owned or agreed to be acquired by or parties acting in concert with it under Rule 26.1 of the Takeovers Code, unless otherwise waived by the Executive. As such, it is expected that an application will be made to the Executive for the waiver of the mandatory general offer pursuant to Note 6(a) to Rule 26.1 of the Takeovers Code. Such waiver may or may not be granted by the Executive. The Company shall make further announcement(s), as appropriate, in the event of any material development.

SHAREHOLDING STRUCTURE OF THE COMPANY

The following diagram sets out the shareholding structure of the Company as at the date of this announcement:

		SASAC of SPG
		100%
		Sichuan Development				China Merchants
										Expressway
80%		100%				Company			Other H Shares
						holders
STIG Group					SRIG Group			Other A Shares
							holders
	20%
35.86%					21.73%	15.12%	27.29%

Company

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Upon completion of the Restructuring, it is expected that SASAC of SPG shall remain the ultimate actual controller of the Company.

There is no assurance that the Restructuring will materialise or eventually be consummated. As such, the Restructuring may or may not proceed. Completion of the Restructuring, if materialised, may result in an obligation to make a general offer arising under Rule 26.1 of the Takeovers Code for the Shares unless waived by the Executive. There may exist certain uncertainties as to whether the Restructuring will proceed. Shareholders and potential investors are advised to exercise caution when dealing in the securities of the Company, and if they are in doubt about their position, they should consult their professional adviser(s).

DEFINITIONS

In this announcement, unless the context otherwise requires, the following expressions shall have the following meanings:

"A Share(s)"	ordinary shares of the Company with a nominal value of
	RMB1.00 each, which are issued in the PRC, subscribed
	for in RMB and listed on the Shanghai Stock Exchange
	(stock code: 601107)
"Board"	the board of directors of the Company
"Company"	Sichuan Expressway Company Limited* ( 四 川 成 渝
	高 速 公 路 股 份 有 限 公 司), a joint stock company
	incorporated in the PRC with limited liability, the H
	Shares and A Shares of which are listed on the Stock
	Exchange and the Shanghai Stock Exchange respectively
"controlling shareholder(s)"	has the meaning ascribed to it under the Listing Rules
"Director(s)"	the director(s) of the Company
"Executive"	the Executive Director of the Corporate Finance
	Division of the SFC or any of his delegates
"H Share(s)"	overseas listed shares of the Company with a nominal
	value of RMB1.00 each, which are issued in Hong
	Kong, subscribed for in Hong Kong dollars and listed on
	the main board of the Hong Kong Stock Exchange (stock
	code: 00107)

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"Hong Kong"	the Hong Kong Special Administrative Region of the
	PRC
"Listing Rules"	the Rules Governing the Listing of Securities on the
	Stock Exchange
"Merger Agreement"	a merger agreement dated 2 April 2021 entered into
	between STIG and SRIG for the implementation of the
	Restructuring
"Restructuring"	the joint restructuring of STIG and SRIG by way of
	merger by establishment of new entity pursuant to
	the relevant requirements from the Sichuan People's
	Government
"PRC"	the People's Republic of China, for the purpose of
	this announcement, excluding Hong Kong, the Macau
	Special Administrative Region of the PRC and Taiwan
"RMB"	renminbi, the lawful currency of the PRC
"SASAC of the State	國 務 院 國 有 資 產 監 督 管 理 委 員 會(State-owned
Council"	Assets Supervision and Administration Commission of
	the State Council)
"SASAC of SPG"	四川省政府國有資產監督管理委員會(State-owned
	Assets Supervision and Administration Commission of
	Sichuan Province)
"SFC"	the Securities and Futures Commission of Hong Kong
"SFO"	the Securities and Futures Ordinance (Chapter 571 of
	the Laws of Hong Kong)
"Share(s)"	A Shares and H Shares
"Shareholder(s)"	registered holder(s) of the Shares
"Shudao Investment"	蜀 道 投 資 集 團 有 限 責 任 公 司(a tentative name,
	subject to the registration with the Administration for
	Industry and Commerce)
"Sichuan Development"	Sichuan Development (Holding) Company Limited*
	( 四 川 發 展（控 股）有 限 責 任 公 司), a state-owned
	company established in the PRC and wholly-owned and
	directly controlled by SASAC of SPG

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"Sichuan People's	the People's Government of Sichuan Province, PRC
Government"
"SRIG"	Sichuan Railway Investment Group Co., LTD* ( 四 川
	省 鐵 路 產 業 投 資 集 團 有 限 責 任 公 司), and its
	ultimate actual controller is SASAC of SPG
"SRIG Group"	SRIG and its subsidiaries
"STIG"	Sichuan Transportation Investment Group Company
	Limited* ( 四 川 省 交 通 投 資 集 團 有 限 責 任 公 司),
	the controlling shareholder of the Company and its
	ultimate actual controller is SASAC of SPG
"STIG Group"	STIG and its subsidiaries
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	the Code on Takeovers and Mergers as amended from
	time to time and administered by the Executive
"%"	per cent

By Order of the Board

Sichuan Expressway Company Limited*

Gan Yongyi

Chairman

Chengdu, Sichuan Province, the PRC

6 April 2021

As at the date of this announcement, the Board comprises Mr. Gan Yongyi (Chairman), Mr. Li Wenhu (Vice Chairman), Madam Ma Yonghan, Mr. You Zhiming and Mr. He Zhuqing as executive Directors, Mr. Yang Guofeng (Vice Chairman) and Mr. Li Chengyong as non-executive Directors, Madam Liu Lina, Mr. Gao Jinkang, Mr. Yan Qixiang and Madam Bu Danlu as independent non-executive Directors.

All directors of the Company jointly and severally accept full responsibility for the accuracy of information contained in this announcement and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

• For identification purposes only

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