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) ANNOUNCEMENT CONTINUING CONNECTED TRANSACTION: SURVEY AND DESIGN CONTRACT FOR RECONSTRUCTION AND EXPANSION OF THE ANQING GEZIDUN TO ANHUI-HUBEI BORDER SECTION OF G50 HUYU EXPRESSWAY The Board announces that on 28 June 2024 the Company entered into the survey and design contract for the Reconstruction and Expansion Project of the Anqing Gezidun to Anhui-Hubei border section of the G50 Huyu Expressway* (G50沪渝高速公路安庆鸽子 墩至皖鄂界段改扩建工程) (the “Survey and Design Contract”) with Design Institute pursuant to which the Company shall engage Design Institute to provide survey and design services for Reconstruction and Expansion Project of the Anqing Gezidun to Anhui-Hubei border section of the G50 Huyu Expressway.Anhui Transportation Holding Group is currently holding approximately 31.63% of the issued shares of the Company and is the controlling shareholder and a connected person of the Company as defined under the Listing Rules. As Design Institute is a subsidiary of Anhui Transportation Holding Group under Chapter 14A of the Listing Rules Design Institute is an associate of Anhui Transportation Holding Group and is therefore also a connected person of the Company. Accordingly the transaction under the Survey and Design Contract constitutes continuing connected transaction of the Company.As the highest applicable percentage ratio in respect of the continuing connected transaction under the Survey and Design Contract is more than 0.1% but less than 5% on an annual basis and the transaction is conducted on normal commercial terms it is exempted from the independent shareholders’ approval requirement but shall be subject to the announcement annual reporting and annual review requirements under Chapter 14A of the Listing Rules.– 1 –SURVEY AND DESIGN CONTRACT Date 28 June 2024 Parties to contract (1) The Company (as service user); and (2) Design Institute (as service provider) a connected person of the Company under the Listing Rules.Contract matters Pursuant to the Survey and Design Contract the Company shall engage Design Institute to provide survey and design services for Reconstruction and Expansion Project of the Anqing Gezidun to Anhui-Hubei border section of the G50 Huyu Expressway which mainly include: design of the full-line Reconstruction and Expansion Project investigation and design of the full-line traffic engineering and the existing electromechanical facilities investigation and assessment of the existing housing construction project preparation of budget estimates etc.Service term The service term of the Survey and Design Contract is 36 months.Fees The total fees under the Survey and Design Contract is RMB88000000 (including a provisional amount of RMB4000000 which is reserved for the fees for works that are unforeseen in advance or cannot be estimated accurately. Such amount may be used partially or fully or may not be used at all subject to the Company’s review and approval).– 2 –Basis for fees and payment terms The service fees are the successful bid prices submitted by the Design Institute in the tender for the service under the Survey and Design Contract. To ensure that the prices are in line with normal commercial terms the Survey and Design Contract shall be awarded to a service provider selected by way of open tender. At least 3 providers have participated in the tender and the tender process has complied with the relevant local regulations. Factors that have been taken into consideration by the Company during the tender process include: (i) the terms of tender proposals offered by the participating bidders including the tender prices and their responses to the tender terms; (ii) the background qualifications and financial position of the participating bidders; (iii) the expected workload; (iv) the financial budget of the relevant service; and (v) the past tender contract unit price and the charging standards prescribed by the national laws and regulations and a bid price ceiling is set.According to the terms of the Survey and Design Contract the payment time for the service fees under the Survey and Design Contract is as follows: (1) 40% of the fees will be paid after the preliminary design documents of the Reconstruction and Expansion Project have been completed on schedule and sent to the Company and have been reviewed revised and approved by the Company or higher authorities; (2) 20% of the fees will be paid after the design documents of the construction drawings for the main civil works of the Reconstruction and Expansion Project have been completed on schedule and sent to the Company and have been reviewed revised and approved by the Company or higher authorities; (3) Upon completion of the construction tender drawings reference materials bill of quantities and technical specifications for the Reconstruction and Expansion Project on schedule and sent to the Company 20% of the fees will be paid upon completion of the construction tender and signing of the construction contract with the construction unit by the Company; (4) 10% of the fees will be paid after all the construction drawings and design documents of the Reconstruction and Expansion Project have been completed on schedule and sent to the Company and have been reviewed revised and approved by the Company or higher authorities; (5) The remaining fees will be paid within 28 days after the issue of a completion certificate for the Reconstruction and Expansion Project.The aforesaid fees will be paid out of the internal funds of the Company.– 3 –ANNUAL CAPS For the financial years ending 31 December 2024 2025 2026 and 2027 the maximum annual total amounts (i.e. Annual Caps) for the transactions under the Survey and Design Contract are as follows: Years ending 31 December Annual Caps (RMB) 2024500000 202580000000 2026500000 20278500000 The above Annual Caps are determined with reference to factors including (1) the expected workload; (2) the total contractual amount and (3) the expected payment schedule. Based on the current estimates there is uncertainty as to when certain works under the Survey and Design Contract with an amount not exceeding RMB1500000 may be conducted. In order to accommodate the aforesaid uncertainty the fees for such works have been included in the annual caps of the Survey and Design Contract. As a result the total annual caps for the Survey and Design Contract exceeds its total contractual amount. For the avoidance of doubt the Company confirms that the total amount for the transaction under the Survey and Design Contract in 2024 2025 2026 and 2027 will not exceed its total contractual amount (i.e.RMB88000000).REASONS FOR AND BENEFITS OF THE TRANSACTIONS The existing four-lane standard of the Anqing Gezidun to Anhui-Hubei border section of the G50 Huyu Expressway (which is operated and managed by the Company) can no longer meet the current traffic demand and needs to be reconstructed and expanded. The continuing connected transactions under the Survey and Design Contract is a mandatory task to be carried out for the Reconstruction and Expansion Project. The Survey and Design Contract has undergone open tenders and is the result of successful bid made by the Design Institute. During the bidding process the Company has considered the Class-A Integrated Qualification for Engineering Design and Engineering Survey possessed by the Design Institute and decided to accept the tender of the Design Institute and entrust it to provide the aforementioned services.CONFIRMATION OF THE BOARD The Board has considered and approved the resolution relating to the Survey and Design Contract. Wang Xiaowen Yu Yong Chen Jiping and Wu Changming directors of the Company are directors or senior management of Anhui Transportation Holding Group or its controlling subsidiaries and/or directors nominated by Anhui Transportation Holding Group.Therefore Wang Xiaowen Yu Yong Chen Jiping and Wu Changming are considered to have – 4 –interests in the Survey and Design Contract and have abstained from voting on the resolution on the connected transaction under the Survey and Design Contract under the Listing Rules.Save as aforesaid none of the directors has any material interests in the transaction under the Survey and Design Contract and is required to abstain from voting on the relevant Board resolution.The Board (including the independent non-executive directors) is of the view that the transaction under the Survey and Design Contract and the Annual Caps (i) are fair and reasonable; (ii) are in the ordinary and usual course of business of the Company on normal commercial terms or on better terms; and (iii) are in the interests of the Company and its shareholders as a whole.IMPLICATIONS UNDER THE LISTING RULES Anhui Transportation Holding Group is currently holding approximately 31.63% of the issued shares of the Company and is the controlling shareholder and a connected person of the Company as defined under the Listing Rules. As Design Institute is a subsidiary of Anhui Transportation Holding Group under Chapter 14A of the Listing Rules Design Institute is an associate of Anhui Transportation Holding Group and is therefore also a connected person of the Company. Accordingly the transaction under the Survey and Design Contract constitutes continuing connected transaction of the Company.As the highest applicable percentage ratio in respect of the continuing connected transaction under the Survey and Design Contract is more than 0.1% but less than 5% on an annual basis and the transaction is conducted on normal commercial terms it is exempted from the independent shareholders’ approval requirement but shall be subject to the announcement annual reporting and annual review requirements under Chapter 14A of the Listing Rules.INFORMATION OF THE RELEVANT PARTIES The Company is principally engaged in the holding operation and development of toll expressways and highways within Anhui Province.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.– 5 –DEFINITIONS In this announcement unless the context otherwise requires the following terms shall have the following meanings:“Anhui Transportation Holding Anhui Transportation Holding Group Company Limited*Group” (安徽省交通控股集团有限公司) formerly known as Anhui Expressway Holding Group Company Limited* (安徽省 高速公路控股集团有限公司) a state-owned enterprise incorporated in accordance with the laws of the PRC “Annual Cap(s)” the maximum aggregate annual amount(s) for the continuing connected transactions under the Survey and Design Contract “associate(s)” has the meaning ascribed to it under the Listing Rules “Board” the board of directors of the Company “Company” Anhui Transport Consulting & Design Institute Co. Ltd.* (安徽省交通规划设计研究总院股份有限公司) a joint stock company incorporated in the PRC with limited liability and listed on the Shanghai Stock Exchange in the PRC “connected person(s)” has the meaning ascribed to it under the Listing Rules “Design Institute” Anhui Transport Consulting & Design Institute Co. Ltd.* (安徽省交通规划设计研究总院股份有限公司) a joint stock company incorporated in the PRC with limited liability and listed on the Shanghai Stock Exchange in the PRC “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “percentage ratio(s)” the percentage ratio(s) (other than the profits ratio and equity capital ratio) under Rule 14.07 of the Listing Rules “PRC” the People’s Republic of China and for the sole purpose of this announcement only shall exclude Hong Kong Special Administrative Region Macau Special Administrative Region and Taiwan– 6 –“Reconstruction and the reconstruction and expansion project of the AnqingExpansion Project” Gezidun to Anhui-Hubei border section of the G50 Huyu Expressway operated and managed by the Company “RMB” Renminbi the lawful currency of the PRC “Stock Exchange” The Stock Exchange of Hong Kong Limited “%” per cent By Order of the Board Anhui Expressway Company Limited Lee Chung Shing Company Secretary Hefei Anhui the PRC 28 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.* for identification purpose only –7–