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ANNOUNCEMENT - CONTINUING CONNECTED TRANSACTIONS: SUPPLEMENTAL AGREEMENTS TO THE NEW NETWORK SERVICES AGREEMENTS AND REVISION OF ANNUAL CAPS

2024-06-28 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 TRANSACTIONS: SUPPLEMENTAL AGREEMENTS TO THE NEW NETWORK SERVICES AGREEMENTS AND REVISION OF ANNUAL CAPS Reference is made to the announcement of the Anhui Expressway Company Limited (the “Company”) dated 4 January 2024 (the “Announcement”) in relation to among other things the entering into of the New Network Services Agreements between the Company and subsidiaries of the Company and Anhui Expressway Network Operations. Unless otherwise specified capitalized terms used in this announcement shall have the same meanings as those defined in the Announcement.SUPPLEMENTAL AGREEMENTS TO THE NEW NETWORK SERVICES AGREEMENTS The Board announces that on 28 June 2024 each of the Company Guangci Company Ningxuanhang Company Anqing Bridge Company and Xuanguang Company entered intoa supplemental agreement to the New Network Services Agreements (the “SupplementalAgreements”) with Anhui Expressway Network Operations in order to among other things make the following amendments to the New Network Services Agreements: (1) The service of “coordinating with banks to complete payment collection” in the Network Services provided by Anhui Expressway Network Operations under the NewNetwork Services Agreements shall be amended as “providing coordination and supportfor the cash toll collection work at various highway toll stations”; (2) The basis for fees under each New Network Service Agreement shall be revised from“not more than 0.23% of final toll fees calculated through the settlement network foreach quarter” to “not more than 0.33% of final toll fees calculated through the settlementnetwork for each quarter”. The revised basis for fees will apply to tolls settled from January 2024 onwards.– 1 –Other than the above amendments there are no other material amendments to the terms of the New Network Services Agreements and the New ETC Services Agreements.REVISION OF ANNUAL CAPS FOR THE NEW NETWORK SERVICES AGREEMENTS The Board further announces that as a result of the above amendments the Annual Caps for the New Network Services Agreements will be revised as follows: Annual Caps for the years ending 31 December (RMB’000) 202420252026 Before After Before After Before After Agreements adjustment adjustment adjustment adjustment adjustment adjustment New Network Services Agreement I 7200 10350 7700 11000 8200 11800 New Network Services Agreement II 300 450 330 470 350 500 New Network Services Agreement III 750 1050 820 1180 900 1300 New Network Services Agreement IV 1300 1900 1450 2050 1520 2180 New Network Services Agreement V 110 0 160 0 125 0 180 0 130 0 190 0 Subtotal 1065 0 1535 0 1155 0 1650 0 1227 0 1768 0 New ETC Services Agreements* 1535 0 1535 0 1650 0 1650 0 1768 0 1768 0 Total of the New Network Agreements 26000 30700 28050 33000 29950 35360 * For the avoidance of doubt there is no revision of the Annual Caps for the New ETC Services Agreements.The revised Annual Caps for the New Network Services Agreements were determined with reference to factors including (1) the revised basis for fees for the Network Services as disclosed in this announcement; and (2) the latest expected utilization volume of the Network Services.– 2 –REASONS FOR ENTERING INTO THE SUPPLEMENTAL AGREEMENTS AND REVISION OF ANNUAL CAPS As stated in the Announcement the basis of fees for the New Network Services Agreements was determined in accordance with the requirements of the Management Committee and the provisions of the Toll Collection Network Operation Services Fee Charging Model of Anhui Province* 《( 安徽省联网收费路网运行服务费收费模式》). On 19 January 2024 the Management Committee held its first meeting for the year 2024 and agreed in principle to adjust the rate of the operation services fee charged by Anhui Expressway Network Operations from 0.23% to 0.33%.In order to implement the aforesaid services fee rate adjusted by the Management Committee the Company and subsidiaries of the Company entered into the Supplemental Agreements with Anhui Expressway Network Operations and made amendments to the relevant Annual Caps.CONFIRMATION OF THE BOARD The Board has considered the resolution on the Supplemental Agreements. Wang Xiaowen Yu Yong Chen Jiping and Wu Changming who are the directors of the Company are directors or senior management of Anhui Transportation Holding Group or its subsidiary(ies) and/or directors nominated by Anhui Transportation Holding Group. Therefore Wang Xiaowen Yu Yong Chen Jiping and Wu Changming are considered to have interests in the Supplemental Agreements and have abstained from voting on the resolution on the connected transactions under the Supplemental Agreements in accordance with the Listing Rules. Save as aforesaid none of the directors has any material interests in the Supplemental Agreements or is required to abstain from voting on the relevant Board resolution.The Board (including independent non-executive directors) is of the view that the terms (as amended by the Supplemental Agreements) and the revised Annual Caps of the New Network Services Agreements are (i) fair and reasonable; (ii) on normal commercial terms or better terms in the ordinary and usual course of business of the Group; and (iii) in the interests of the Company and its shareholders as a whole.– 3 –IMPLICATIONS OF THE LISTING RULES As stated in the Announcement the transactions under the New Network Services Agreements and the New ETC Services Agreements constitute continuing connected transactions of the Company and may be aggregated as one transaction.Pursuant to Rule 14A.54(2) of the Listing Rules and the notes thereto the Company is required to re-comply with the announcement and shareholders’ approval requirements before the Company intends to renew the agreement or substantially amend the terms of the agreement the Company is required to adopt the percentage ratios calculated from the revised caps in categorising the transactions under the New Network Services Agreements.Since the revised highest applicable percentage ratio in respect of the continuing connected transactions under the New Network Agreements on annual and aggregated basis is more than 0.1% but less than 5% and such transactions are conducted on normal commercial terms they are exempt 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.INFORMATION ON THE PARTIES INVOLVED IN SUPPLEMENTAL AGREEMENTS The Company is principally engaged in the holding operation and development of toll expressways and highways within Anhui Province.Guangci Company is principally engaged in the charging maintenance obstacles removal services and operation management of Guangci Expressway.Ningxuanhang Company is principally engaged in the construction collection of toll maintenance management and related advertisement service of high grade highways.Xuanguang Company is principally engaged in the collection of toll maintenance and obstacles removal services of Xuanguang Expressway; repairing of automobiles and construction engineering machineries; food and beverage; wholesale and retail sales of automobile accessories department store products.Anqing Bridge Company is principally engaged in bridge construction and fund raising materials supply tertiary industry operation and bridge operation and management services.– 4 –Anhui Expressway Network Operations is principally engaged in construction operation and service of Anhui transportation cards (including urban public transportation cards) expressway network toll (including electronic toll collection (ETC)) electronic payment (mobile payment); investment construction operation and service of intelligent transportation project; information system and software development and production inspection and test; intelligent transportation related-hardware and software products sale; integration development operation and service of information and resources; research and development and promotion of new technology and products of intelligent transportation; information technology consultation training and services. (for projects subject to approval in accordance with the laws business activities can only be carried out after being approved by relevant departments) 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 the executive Directors; Yang Xudong and Du Jian as the non-executive Directors; Zhang Jianping Lu Taiping and Zhao Jianli as the independent non-executive Directors.This announcement is originally prepared in Chinese. If there is any discrepancy between the Chinese and English versions the Chinese version shall prevail.–5–