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(1) PROPOSED ISSUANCE OF CORPORATE BONDS; AND (2) NOTICE OF EGM

2024-07-08 00:00:00

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action to be taken you should consult your stockbroker or other registered dealer in securities bank manager solicitor professional accountant or other professional adviser.If you have sold or transferred all your shares in Anhui Expressway Company Limited you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.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) (1) PROPOSED ISSUANCE OF CORPORATE BONDS; AND (2) NOTICE OF EGM A notice convening the EGM of the Company to be held at the conference room of the Company at 520 Wangjiang West Road Hefei Anhui the PRC on 25 July 2024 (Thursday) at 2:30 p.m. together with the accompanying form of proxy are issued on 8 July 2024 and published on the website of the Stock Exchange. Whether or not you intend to attend the EGM you are requested to complete the form of proxy in accordance with the instructions printed thereon and return the same in the case of holders of A Shares to the registered office of the Company at 520 Wangjiang West Road Hefei Anhui the PRC or in the case of holders of H Shares to the registrar of H Shares of the Company Hong Kong Registrars Limited at 17M Floor Hopewell Centre 183 Queen’s Road East Wanchai Hong Kong as soon as practicable and in any event not less than 24 hours before the holding of the EGM. Completion and return of the form of proxy will not preclude you from subsequently attending and voting at the EGM or any adjourned meeting(s) should you so wish. 8 July 2024CONTENTS Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ii Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Notice of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 – i –DEFINITIONS In this circular unless the context otherwise requires the following expressions shall have the following meanings: “A Shares” domestic listed shares of the Company with a nominal value of RMB1.00 each “Board” the board of Directors “Company” Anhui Expressway Company Limited a joint stock limited company incorporated in the PRC the H Shares of which are listed on the Stock Exchange and the A Shares of which are listed on the Shanghai Stock Exchange in the PRC “Directors” The directors of the Company (including executive directors non-executive directors and independent non-executive directors) “EGM” the extraordinary general meeting of the Company to be held at the Company’s conference room at 520 Wangjiang West Road Hefei Anhui the PRC on Thursday 25 July 2024 at 2:30 p.m.(or the adjournment(s) thereof) “EGM Notice” the notice convening the EGM set out on pages 7 to 9 of this circular dated 8 July 2024 “H Shares” overseas listed foreign shares of the Company with a nominal value of RMB1.00 each “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “PRC” the People’s Republic of China and for the purpose of this circular shall exclude Hong Kong Macau Special Administrative Region and Taiwan – ii –DEFINITIONS “RMB” Renminbi the lawful currency of the PRC “Shareholder(s)” the shareholder(s) of the Company including holders of H Shares and A Shares of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited – iii –LETTER FROM THE BOARD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) Executive Directors: Legal Address: Mr. Wang Xiaowen (Chairman) 520 Wangjiang West Road Mr. Yu Yong Hefei Anhui the PRC Mr. Chen Jiping Mr. Wu Changming Principal Place of Business in Hong Kong: Non-executive Directors: 5th Floor Jardine House Mr. Yang Xudong 1 Connaught Place Hong Kong Mr. Du Jian Independent non-executive Directors: Mr. Zhang Jianping Mr. Lu Taiping Ms. Zhao Jianli 8 July 2024 To Shareholders Dear Sir or Madam PROPOSED ISSUANCE OF CORPORATE BONDS INTRODUCTION The purpose of this circular is to provide you with the resolutions in relation to the proposed issuance of corporate bonds by the Company to enable you to make a decision on whether to vote for or against the relevant resolutions at the forthcoming EGM.– 1 –LETTER FROM THE BOARD 1. Proposed Issuance of Corporate Bonds In order to further improve the Company’s debt structure broaden the Company’s financing channels meet the Company’s capital needs and reduce the Company’s financing costs taking into account the analysis and comparison of current bond market and the Company’s working capital requirements the Company proposes to apply to the China Securities Regulatory Commission (the “CSRC”) for the registration of the public issuance of corporate bonds to professional investors (the “Corporate Bonds”) and plans to apply for listing of the same on the Shanghai Stock Exchange and details of which are as follows: I. Fulfilment of Conditions to Publicly Issue the Corporate Bonds to Professional Investors by the Company In accordance with the Company Law of the People’s Republic of China the Securities Law of the People’s Republic of China the Administrative Measures for Issuance and Trading of Corporate Bonds (revised in 2023) and other relevant laws regulations and normative documents and in light of the qualifications and conditions for the issuance of corporate bonds taking into account the Company’s actual operation the Company is of the view that the application for the issuance of corporate bonds is in compliance with requirements of the current relevant regulations and that the Company is qualified for the issuance of corporate bonds.II. Issuance Plan of the Corporate Bonds (I) Issue size of the Corporate Bonds The issue size of the Corporate Bonds shall not exceed RMB5 billion (inclusive) and the final size to be registered shall be subject to the amount set out in the consent registration permit document received by the issuer of the corporate bonds. The specific issue size shall be determined within the range mentioned above in light of the Company’s capital needs and the market conditions at the time of issuance.(II) Issue method of the Corporate Bonds The Corporate Bonds shall be issued publicly to professional investors which may be issued in one tranche or installments upon registration with the CSRC. The specific issue method shall be determined under relevant regulations and market conditions.– 2 –LETTER FROM THE BOARD (III) Maturity and type of the Corporate Bonds The maturity of the Corporate Bonds shall not exceed five years (inclusive) and may be issued in a single maturity or a mixture of multiple maturities. The specific maturity composition and the size of each maturity type shall be determined under relevant regulations and market conditions.(IV) Par value issue price and coupon rate of the Corporate Bonds The Corporate Bonds will have a par value of RMB100 and will be issued at par.The coupon rate of the Corporate Bonds shall be determined based on the results of a market inquiry by the Company in consultation with the lead underwriter under relevant state regulations and the results of the inquiry.(V) Use of proceeds from Issuance of the Corporate Bonds The uses of proceeds from the issuance of the Corporate Bonds include but are not limited to project construction equity contribution repayment of debts and replenishment of working capital etc. The specific uses of proceeds shall be determined based on the Company’s capital needs and its debt structure.(VI) Collateral arrangement of the Corporate Bonds The Corporate Bonds will be unsecured.(VII) Target of issuance of the Corporate Bonds The Corporate Bonds will be issued to professional investors in compliance with the provisions of the Securities Law of the People’s Republic of China.(VIII) Arrangements for listing of the Corporate Bonds Subject to the fulfilment of the listing conditions the Company will apply for the listing and trading of the Corporate Bonds on the Shanghai Stock Exchange.– 3 –LETTER FROM THE BOARD (IX) Validity period of the resolution Except for item (V) above (Use of proceeds from Issuance of the Corporate Bonds) which shall continue to be valid for the duration of the Corporate Bonds the validity period of the resolution in respect of the issuance shall commence from the date of consideration and approval by the general meeting to the expiration of 24 months from the date on which the corporate bonds to be issued publicly are registered.In order to ensure the efficient and orderly implementation of the public issuance of corporate bonds of the Company to professional investors the Company will also propose to the Shareholders at the EGM to authorize the Board and agree the Board in turn to authorize the management of the Company to fully handle matters regarding the public issuance of corporate bonds including but not limited to the followings: 1. to determine the specific matters of the issuance plan of the Corporate Bonds in accordance with national laws regulations and relevant provisions of the securities regulatory authorities and resolutions of the general meeting of the Company including but not limited to the issue size issue method maturity use of proceeds interest rate or how the interest rate is to be determined issue date rating arrangements term and manner of repayment of the principal and interest existence or otherwise of resale or redemption clauses and other matters relating to the issuance plan of the Corporate Bonds; 2. in the event of changes in national laws and regulations or the policies of regulatory authorities or changes in market conditions except for matters which are required to be re-determined at the general meeting of the Company as stipulated under the relevant laws regulations and the articles of association of the Company appropriate adjustments may be made to the issuance plan of the Corporate Bonds in accordance with the opinions of the regulatory authorities (if any) or a decision may be made on whether or not to proceed with the Corporate Bonds in light of the actual situation; – 4 –LETTER FROM THE BOARD 3. to take all necessary and incidental actions and steps in relation to the reporting issuance and trading of the Corporate Bonds including but not limited to applying to the relevant regulatory authorities on behalf of the Company for approvals registrations filings and registrations in relation to the reporting issuance and trading of the Corporate Bonds formulating revising signing and executing all necessary agreements and legal documents in relation to the reporting issuance and trading of the Corporate Bonds fulfilling the disclosure obligations and handling other matters relating to the reporting issuance and trading of the Corporate Bonds as well as signing all required documents; 4. to handle all matters relating to the issuance and trading of the Corporate Bonds; 5. to take all necessary actions to determine or handle all other matters relating to the issuance and listing of the Corporate Bonds; 6. the mandate mentioned above shall be valid from the date of consideration and approval by the general meeting to the date of completion of the mandate matters. 2. EGM The notice of the EGM is set out on pages 7 to 9 of this circular. At the EGM special resolutions will be proposed to approve the proposed issuance of corporate bonds.This circular is accompanied with a form of proxy for use at the EGM. The form of proxy for the EGM is issued on 8 July 2024 and published on the website of the Stock Exchange. Whether or not you intend to attend the EGM you are requested to complete the form of proxy in accordance with the instructions printed thereon and return the same in the case of holders of A Shares to the registered office of the Company at 520 Wangjiang West Road Hefei Anhui the PRC or in the case of holders of H Shares to the registrar of H Shares of the Company Hong Kong Registrars Limited at 17M Floor Hopewell Centre 183 Queen’s Road East Wanchai Hong Kong as soon as practicable and in any event not less than 24 hours before the holding of the EGM. Completion and return of the form of proxy will not preclude you from subsequently attending and voting at the EGM or any adjourned meeting(s) should you so wish.– 5 –LETTER FROM THE BOARD 3. Listing Rules Requirement According to rule 13.39(4) of the Listing Rules except where the chairman of the meeting in good faith decides to allow a resolution which relates purely to procedural or administrative matter to be voted on by a show of hands any vote of Shareholders at a general meeting must be taken by poll.Therefore all the resolutions put to the vote at the EGM will be taken by way of poll. 4. Recommendations The Board is of the view that the above resolutions are in the best interests of the Company and the Shareholders as a whole. Accordingly the Directors recommend you to vote in favour of all the resolutions to be proposed at the EGM.By order of the Board Anhui Expressway Company Limited Lee Chung Shing Company Secretary This circular is originally prepared in Chinese. In case of discrepancies between the Chinese and the English versions the Chinese version shall prevail.– 6 –NOTICE OF EGM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) NOTICE OF EXTRAORDINARY GENERAL MEETING Notice is hereby given that an extraordinary general meeting (the “EGM”) of Anhui Expressway Company Limited (the “Company”) will be held at 2:30 p.m. on 25 July 2024 (Thursday) at the conference room of the Company at 520 Wangjiang West Road Hefei Anhui the PRC to consider and pass (with or without amendments) the following resolutions: 1. Resolution in relation to the application for the registration and public issuance of corporate bonds by the Company; (Special resolution) 2. Resolution in relation to the proposed mandate to the Board to handle the public issuance of corporate bonds at the general meeting of the Company. (Special resolution) By Order of the Board Anhui Expressway Company Limited Lee Chung Shing Company Secretary Hefei Anhui the PRC 8 July 2024 As at the date of this notice the Board comprises: Wang Xiaowen (Chairman) Yu Yong Chen Jiping and Wu Changming being the executive directors; Yang Xudong and Du Jian being the non-executive directors; and Zhang Jianping Lu Taiping and Zhao Jianli being the independent non-executive directors.– 7 –NOTICE OF EGM Notes: I. Meeting attendees Any Shareholders who hold shares in the Company and whose names appeared on the register of the Company at the close of trading on 22 July 2024 (Monday) are entitled to attend the EGM.II. Proxy 1. Any Shareholder who is eligible to attend the EGM and to vote thereat shall have the right to appoint in writing one or more persons (who may or may not be a Shareholder(s)) as his proxy(ies) to attend and to vote at the EGM. After filling in the form of proxy and returning the same the proxy(ies) may attend and vote at the EGM. In case of more than one proxy appointed by a Shareholder such proxies may exercise their voting rights only when the relevant resolution is put to the vote on a poll. 2. The appointment of a proxy should be made through a written instrument signed by the Shareholder or by his/her/its agent as authorized in writing. In the event such instrument is signed by the authorized agent of the appointor such authorization or other authority that authorizes such signatory shall be notarized. To be valid such notarized authorization or other authorization together with the instrument shall be deposited in the case of holders of A Shares at the registered office of the Company at 520 Wangjiang West Road Hefei Anhui the PRC or in the case of holders of H Shares at the registrar of H Shares of the Company Hong Kong Registrars Limited at 17M Floor Hopewell Centre 183 Queen’s Road East Wanchai Hong Kong 24 hours before the time for holding the EGM.III. It is expected that the EGM will take half a day. The Shareholders or their proxies who attend the EGM should bear their own accommodation and traveling expenses.IV. The register of the holders of H Shares of the Company will be closed from 22 July 2024 (Monday) to 25 July 2024 (Thursday) (both days inclusive) during which period no transfer of H Shares of the Company will be registered. In order for the holders of H Shares to qualify for attending the EGM of the Company all share certificates with completed transfer forms must be lodged with the Company’s H Share registrar i.e. Hong Kong Registrars Limited not later than 4:30 p.m. on 19 July 2024 (Friday).The address of the H Share registrar in Hong Kong: Hong Kong Registrars Limited Shops 1712–1716 17th Floor Hopewell Center 183 Queen’s Road East Hong Kong V. Office address of the Company: 520 Wangjiang West Road Hefei Anhui the PRC Tel: 86-551-65338697 63738923 63738922 63738989 Fax: 86-551-65338696 Contact persons: Wu Changming Ding Yu – 8 –NOTICE OF EGM VI. Matters of concern for voting 1. For the purpose of the EGM a vote may be cast by way of voting in the physical meeting (for holders of H Shares and holders of A Shares) or online voting (for holders of A Shares only). The system of online voting the beginning day and the ending day as well as the voting time are as follows: System for online voting: Shanghai Stock Exchange Online Voting System for Shareholders’ General Meetings The time at which the period for online voting begins and ends: from 25 July 2024 to 25 July 2024 The time for voting on the voting platform of the Shanghai Stock Exchange Online Voting System is the trading period that is 9:15–9:25 9:30–11:30 and 13:00–15:00 of the day on which the EGM is convened. The time for voting on the Internet voting platform is 9:15–15:00 on the day on which the EGM is convened. 2. Any vote in relation to accounts in respect of margin trading and securities lending refinancing buyback agreement business and investors of the Northbound Trading Link shall be cast in accordance with the provisions of the Rules of Implementation of the Shanghai Stock Exchange Limited for Online Voting in Shareholders’ General Meetings of Listed Companies and other relevant regulations. 3. Any holder of A Shares of the Company who would like to cast his or her vote through the Shanghai Stock Exchange Online Voting System for Shareholders’ General Meetings could either log in the voting platform of the exchange’s system (through the terminus of any specified securities trading company) or the internet voting platform (URL: vote.sseinfo.com) to vote. Any investor who logs in the internet voting platform to vote for the first time is required to have his or her identity as a Shareholder verified. For details please refer to the instructions for the internet voting platform on the website. 4. Any holder of A Shares of the Company under more than one Shareholder’s account may vote using any of the said accounts through the Shanghai Stock Exchange Online Voting System for Shareholders’ General Meetings. After voting such a Shareholder is deemed to have cast his or her votes in the same way in respect of all the ordinary shares of the same class held under his or her said accounts. 5. For holder of A Shares if the same vote is cast more than once by way of voting in the physical meeting via Shanghai Stock Exchange Online Voting System or otherwise the vote first in time prevails. 6. For online voting submission can only be made after the Shareholder has voted on all the resolutions. This notice was originally prepared in Chinese. In case of discrepancies between the Chinese and the English versions the Chinese version shall prevail.* For identification purpose only –9–