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ANNOUNCEMENT - CONTINUING CONNECTED TRANSACTION: SUPPLEMENTAL AGREEMENT OF BRIDGE MAINTENANCE WORK CONTRACT AND AMENDMENT TO ANNUAL CAP

2024-06-13 00:00:00

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.安徽皖通高速公路股份有限公司 ANHUI EXPRESSWAY COMPANY LIMITED (incorporated in the People’s Republic of China with limited liability as a joint stock company) (Stock Code: 995) CONTINUING CONNECTED TRANSACTION: SUPPLEMENTAL AGREEMENT OF BRIDGE MAINTENANCE WORK CONTRACT AND AMENDMENT TO ANNUAL CAP Reference is made to the announcement (the “Announcement”) dated 19 June 2023 of Anhui Expressway Company Limited (the “Company”) in relation to among other things the entering into of the Bridge Maintenance Work Contract between Anqing Bridge Company and the Consortium formed by Design Institute Research Centre ATEGC and ATRMC.Unless otherwise defined in this announcement capitalized terms in this announcement shall have the same meaning as those in the Announcement.THE SUPPLEMENTAL AGREEMENT OF BRIDGE MAINTENANCE WORK CONTRACT The Board announces that on 13 June 2024 Anqing Bridge Company entered into aSupplemental Agreement of Bridge Maintenance Work Contract (the “SupplementalAgreement”) with the Consortium to among other things amend the construction period of the Bridge Maintenance Work Contract from 12 months to 18 months. According to the amended construction period it is expected that the project under the Bridge Maintenance Work Contract will be completed by November 2024. Apart from the aforementioned amendment there are no other significant amendments to the terms of the Bridge Maintenance Work Contract.– 1 –ADJUSTMENT TO ANNUAL CAP OF BRIDGE MAINTENANCE WORK CONTRACT The Board further announces that according to the abovementioned amendment the Annual Cap of the Bridge Maintenance Work Contract for the financial year ending 31 December 2024 will be amended from RMB6103860.47 to RMB12488106.05. As disclosed in the announcement of the Company dated 8 June 2023 the aggregate Annual Caps for the Previous Maintenance Work Contracts for the financial year ending 31 December 2024 shall be RMB41155632.91. Accordingly the aggregate Annual Caps for the Bridge Maintenance Work Contract and the Previous Maintenance Work Contracts for the financial year ending 31 December 2024 shall be amended to RMB53643738.96. The amended Annual Cap of the Bridge Maintenance Work Contract is determined with reference to factors such as (1) the estimated workload; (2) the total contract price; and (3) the latest expected payment progress of the Bridge Maintenance Work Contract.PREVIOUS TRANSACTION AMOUNT The actual transaction amounts under the Bridge Maintenance Work Contract for the year ended 31 December 2023 and five months ended 31 May 2024 were RMB14051454.42 and RMB4084763.39 respectively.REASONS FOR ENTERING INTO THE SUPPLEMENTAL AGREEMENT AND AMENDMENT TO ANNUAL CAP The special project for renovating and upgrading guardrails under the Bridge Maintenance Work Contract is the first instance of upgrade and renovation of anti-collision guardrails for bridges across the Yangtze River in Anhui Province. As the project is of large scale and involves high technical difficulty the implementation progress of the preliminary plan determination and guardrail production work was behind the original schedule resulting in certain projects originally scheduled for 2023 being postponed to 2024. In addition considering the weather impact in the first half of 2024 and the possibility of construction suspension due to road operations during holidays based on the recent estimation of the construction progress by Anqing Bridge Company the expected completion time of the aforementioned special project will be postponed to November 2024.Based on the above adjustment to project schedule Anqing Bridge Company entered into the Supplemental Agreement with the Consortium to amend the construction period of the Bridge Maintenance Work Contract and the relevant Annual Cap was also amended to include the amount of work postponed to 2024. For the sake of clarification the total amount under the Bridge Maintenance Work Contract remains unchanged.– 2 –CONFIRMATION BY THE BOARD At the forty-fourth meeting of the ninth session of the Board of the Company held on 28 March 2024 the resolution in relation to the approval of the Supplemental Agreement was considered and approved. Xiang Xiaolong and Chen Jiping then directors of the Company are directors or senior management of Anhui Transportation Holding Group and/or directors nominated by Anhui Transportation Holding Group. Therefore Xiang Xiaolong and Chen Jiping are considered to have interests in the Supplemental Agreement and have abstained from voting on the resolution in relation to the connected transaction under the Supplemental Agreement under the Listing Rules. Save as aforesaid none of the directors have any material interests in the Supplemental Agreement and are required to abstain from voting on the relevant Board resolution.The Board (including the independent non-executive directors) are of the view that the terms of the Bridge Maintenance Work Contract (as amended by the Supplemental Agreement) and the adjusted Annual Cap are (1) fair and reasonable; (ii) on normal commercial or better terms in the ordinary course of business of the Company; and (iii) in the interests of the Company and its shareholders as a whole.IMPLICATIONS UNDER THE LISTING RULES As stated in the Announcement the transaction under the Bridge Maintenance Work Contract constitutes continuing connected transaction of the Company and may be aggregated with the continuing connected transaction under the Previous Maintenance Work Contracts as a single transaction.According to the note to Article 14A.35 of the Listing Rules if a connected transaction is subsequently terminated its terms are significantly amended or there is a significant delay in the completion date the Company shall promptly disclose such matters and comply with all other applicable provisions of the Listing Rules.According to Article 14A.54(2) of the Listing Rules and its note the Company shall re- comply with the announcement and shareholder approval requirements before it proposes to update or significantly amend the terms of the agreement and the Company shall classify the transactions under the Bridge Maintenance Work Contract by using the percentage ratio calculated from the amended cap.As the highest applicable percentage ratio as amended in respect of the continuing connected transaction under the Bridge Maintenance Work Contract after having been aggregated with the Previous Maintenance Work Contracts on an annual basis is more than 0.1% but less than 5% and the transaction is conducted on normal commercial terms the transaction is exempted from the requirement of approval by independent shareholders of the Company but shall be subject to the reporting announcement and annual review requirements under Chapter 14A of the Listing Rules.– 3 –INFORMATION OF THE RELEVANT PARTIES TO SUPPLEMENTAL AGREEMENT Anqing Bridge Company is principally engaged in bridge construction and fund raising material supply tertiary industry operation and bridge operation and management services.Design Institute is principally engaged in investment planning consulting project management survey design supervision testing construction operation and maintenance technology equipment and building materials development agent general contracting and external contracting of the transportation and urban and rural infrastructure (such as road bridge tunnel port channel rail transportation works geotechnical landscaping water supply and drainage architecture structures etc.) resources and ecology and environment (such as protection restoration disaster prevention governance and development and utilization) and the intelligence and information system.Research Centre is principally engaged in inspection monitoring and technical research of highway engineering water transportation engineering construction engineering municipal engineering civil defense engineering water conservancy and hydropower engineering environmental engineering geotechnical engineering construction materials and intelligent and information system; traffic safety assessment; safety structure identification; project consultation and project management; engineering technical data compilation; and instrument and equipment rental.ATEGC is principally engaged in construction work; professional operations of construction; prestressed concrete railway bridge simple supported beam products production; production of steel reinforcement products for construction: landscaping engineering construction; manufacturing of concrete structure components; sales of concrete structural components; manufacturing of cement products; sales of cement products etc..– 4 –ATRMC is principally engaged in highway management and maintenance; roadbed and pavement maintenance works; construction works; professional operations of construction; technical services technical development technical consulting technical exchange technical transfer and technical promotion; engineering and technology research and experimental development; new material technology research and development; new material technology promotion services; engineering management services etc..By Order of the Board Anhui Expressway Company Limited Lee Chung Shing Company Secretary Hefei Anhui the PRC 13 June 2024 As at the date of this announcement the Board of the Company comprises: Wang Xiaowen (chairman) Yu Yong Chen Jiping and Wu Changming as executive directors Yang Xudong and Du Jian as non-executive directors and Zhang Jianping Lu Taiping and Zhao Jianli as independent non-executive directors.This announcement was originally prepared in Chinese. In the event of discrepancies between the Chinese and the English version the Chinese version shall prevail.–5–