Jiangsu Expressway : ANNOUNCEMENT OF RESOLUTIONS OF THE TWENTY-NINTH MEETING OF THE NINTH SESSION OF THE BOARD

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.

江 蘇 寧 滬 高 速 公 路 股 份 有 限 公 司

JIANGSU EXPRESSWAY COMPANY LIMITED

(Established in the People's Republic of China as a joint-stock limited company)

(Stock Code: 00177)

ANNOUNCEMENT OF RESOLUTIONS OF THE TWENTY-NINTH

MEETING OF THE NINTH SESSION OF THE BOARD

The board of directors and all directors of the Company warrant that there are no false representations or misleading statements contained in, or material omissions from, this announcement, and jointly and severally accept responsibilities for the truthfulness, accuracy and completeness of this announcement.

1. CONVENING OF THE MEETING

1. The twenty-ninth meeting (the "Meeting") of the ninth session of the board of directors of Jiangsu Expressway Company Limited (the "Company") was held by way of on-site meeting and voting through communication on 28 April 2021.

(II) Notice of the Meeting was sent by mail or personal delivery to all directors.

1. 12 directors shall be present at the Meeting. Mr. Cheng Xiaoguang, a director of the Company, was unable to attend the Meeting due to other business engagements and authorized Mr. Sun Xibin, another director of the Company, as his proxy to vote on his behalf. Mr. Liu Xiaoxing, an independent director of the Company, was unable to attend the Meeting due to other business engagements and authorized Mr. Lin Hui, another independent director of the Company, as his proxy to vote on his behalf. 12 eligible directors were present in person or by proxy at the Meeting.

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(IV) The procedures of convening the Meeting were in compliance with the relevant provisions of the Company Law and the Articles of Association of the Company. The resolutions passed at the Meeting are valid.

1. VOTING RESULTS OF THE RESOLUTIONS
   The following resolutions were considered and approved at the Meeting:
2. 1. To consider and approve 2021 First Quarterly Report and Results Announcement of the Company and to approve publication of the same on China Securities Journal, Securities Times and Shanghai Securities News and on the website of Shanghai Stock Exchange (www.sse.com.cn) in Chinese, and on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.jsexpressway.com) in both Chinese and English, respectively; to approve the printing of 2021 First Quarterly Report of the Company.
      Voting results: Approving votes: 12; Dissenting votes: 0; Abstention
      votes: 0.
      This resolution was duly passed.
   2. To consider and approve the work report of the general manager of the Company for the first quarter of 2021.
      Voting results: Approving votes: 12; Dissenting votes: 0; Abstention
      votes: 0.
      This resolution was duly passed.
   3. To consider and approve the Resolution in Relation to Nomination of Candidates for Directors of the Tenth Session of the Board.
   4. 1. To nominate Mr. Sun Xibin as an executive director of the tenth session of the Board of the Company, and approve the entering into of an executive director service contract between the Company and Mr. Sun, for a term commencing on the date of 2020 annual general meeting and ending on the convening date of 2023 annual general meeting, and the submission of the resolution to 2020 annual general meeting for consideration.
         Voting results: Approving votes: 12; Dissenting votes: 0; Abstention
         votes: 0.
         This resolution was duly passed.

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1. To nominate Mr. Chen Yanli as a non-executive director of the tenth session of the Board of the Company, and approve the entering into of an appointment letter between the Company and Mr. Chen, for a term commencing on the date of 2020 annual general meeting and ending on the convening date of 2023 annual general meeting, and the submission of the resolution to 2020 annual general meeting for consideration.
   Voting results: Approving votes: 12; Dissenting votes: 0; Abstention
   votes: 0.
   This resolution was duly passed.
2. To nominate Mr. Wang Yingjian as a non-executive director of the tenth session of the Board of the Company, and approve the entering into of an appointment letter between the Company and Mr. Wang, for a term commencing on the date of 2020 annual general meeting and ending on the convening date of 2023 annual general meeting, and the submission of the resolution to 2020 annual general meeting for consideration.
   Voting results: Approving votes: 12; Dissenting votes: 0; Abstention
   votes: 0.
   This resolution was duly passed.
3. To nominate Mr. Cheng Xiaoguang as an executive director of the tenth session of the Board of the Company, and approve the entering into of an executive director service contract between the Company and Mr. Cheng, for a term commencing on the date of 2020 annual general meeting and ending on the convening date of 2023 annual general meeting, and the submission of the resolution to 2020 annual general meeting for consideration.
   Voting results: Approving votes: 12; Dissenting votes: 0; Abstention
   votes: 0.
   This resolution was duly passed.

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1. To nominate Mr. Yao Yongjia as an executive director of the tenth session of the Board of the Company, and approve the entering into of an executive director service contract between the Company and Mr. Yao, for a term commencing on the date of 2020 annual general meeting and ending on the convening date of 2023 annual general meeting, and the submission of the resolution to 2020 annual general meeting for consideration.
   Voting results: Approving votes: 12; Dissenting votes: 0; Abstention
   votes: 0.
   This resolution was duly passed.
2. To nominate Mr. Wu Xinhua as a non-executive director of the tenth session of the Board of the Company, and approve the entering into of an appointment letter between the Company and Mr. Wu, for a term commencing on the date of 2020 annual general meeting and ending on the convening date of 2023 annual general meeting, and the submission of the resolution to 2020 annual general meeting for consideration.
   Voting results: Approving votes: 12; Dissenting votes: 0; Abstention
   votes: 0.
   This resolution was duly passed.
3. To nominate Ms. Li Xiaoyan as a non-executive director of the tenth session of the Board of the Company, and approve the entering into of an appointment letter between the Company and Ms. Li, for a term commencing on the date of 2020 annual general meeting and ending on the convening date of 2023 annual general meeting, and the submission of the resolution to 2020 annual general meeting for consideration.
   Voting results: Approving votes: 12; Dissenting votes: 0; Abstention
   votes: 0.
   This resolution was duly passed.

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1. To nominate Mr. Ma Chung Lai, Lawrence as a non-executive director of the tenth session of the Board of the Company, and approve the entering into of an appointment letter between the Company and Mr. Ma, for a term commencing on the date of 2020 annual general meeting and ending on the convening date of 2023 annual general meeting and at a remuneration of HK$300,000 per annum (after tax), and the submission of the resolution to 2020 annual general meeting for consideration.
   Voting results: Approving votes: 12; Dissenting votes: 0; Abstention
   votes: 0.
   This resolution was duly passed.

4. To consider and approve the Resolution in Relation to Nomination of Candidates for Independent Directors of the Tenth Session of the Board.

1. To nominate Mr. Lin Hui as an independent non-executive director of the tenth session of the Board of the Company, and approve the entering into of an independent non-executive director service contract between the Company and Mr. Lin, for a term commencing on the date of 2020 annual general meeting and ending on the convening date of 2023 annual general meeting and at a remuneration of RMB90,000 per annum (after tax), and the submission of the resolution to 2020 annual general meeting for consideration.
   Voting results: Approving votes: 12; Dissenting votes: 0; Abstention
   votes: 0.
   This resolution was duly passed.
2. To nominate Mr. Zhou Shudong as an independent non-executive director of the tenth session of the Board of the Company, and approve the entering into of an independent non-executive director service contract between the Company and Mr. Zhou, for a term commencing on the date of 2020 annual general meeting and ending on the convening date of 2023 annual general meeting and at a remuneration of RMB90,000 per annum (after tax), and the submission of the resolution to 2020 annual general meeting for consideration.
   Voting results: Approving votes: 12; Dissenting votes: 0; Abstention
   votes: 0.
   This resolution was duly passed.

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1. To nominate Mr. Liu Xiaoxing as an independent non-executive director of the tenth session of the Board of the Company, and approve the entering into of an independent non-executive director service contract between the Company and Mr. Liu, for a term commencing on the date of 2020 annual general meeting and ending on the convening date of 2023 annual general meeting and at a remuneration of RMB90,000 per annum (after tax), and the submission of the resolution to 2020 annual general meeting for consideration.
   Voting results: Approving votes: 12; Dissenting votes: 0; Abstention
   votes: 0.
   This resolution was duly passed.
2. To nominate Mr. Xu Guanghua as an independent non-executive director of the tenth session of the Board of the Company, and approve the entering into of an independent non-executive director service contract between the Company and Mr. Xu, for a term commencing on the date of 2020 annual general meeting and ending on the convening date of 2023 annual general meeting and at a remuneration of RMB90,000 per annum (after tax), and the submission of the resolution to 2020 annual general meeting for consideration.
   Voting results: Approving votes: 12; Dissenting votes: 0; Abstention
   votes: 0.
   This resolution was duly passed.
3. To nominate Mr. Yu Mingyuan as an independent non-executive director of the tenth session of the Board of the Company, and approve the entering into of an independent non-executive director service contract between the Company and Mr. Yu, for a term commencing on the date of 2020 annual general meeting and ending on the convening date of 2023 annual general meeting and at a remuneration of RMB90,000 per annum (after tax), and the submission of the resolution to 2020 annual general meeting for consideration.
   Voting results: Approving votes: 12; Dissenting votes: 0; Abstention
   votes: 0.
   This resolution was duly passed.

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5. To consider and approve the Resolution in Relation to Related Party/ Connected Transaction in Relation to Procurement of Pavement Maintenance Goods and Materials from a Related Party/Connected Person.

To approve the entering into of bituminous mixture procurement contracts between the Company and Jiangsu Guangjing Xicheng Expressway Company Limited, a subsidiary held by the Company, with Jiangsu Sundian Engineering Co., Ltd., to procure bituminous mixture for pavement maintenance, at a contract value of not more than RMB190 million and RMB86 million, respectively, and with contract term both from 10 May 2021 to 30 July 2021, and to authorize any executive director to handle the signing of contracts and fund appropriation and other relevant follow-up matters; to approve the contents of the related party/connected transactions announcement and authorize Mr. Yao Yongjia, secretary to the Board, to announce the same after the signing of the contracts.

Voting results: Approving votes: 9; Dissenting votes: 0; Abstention

votes: 0.

This resolution was duly passed.

All directors (including independent non-executive directors) are of the view that the terms of the related party/connected transaction are fair and reasonable, on normal commercial terms, without any prejudice to the interest of the Company and unrelated shareholders, especially minority shareholders, and are in the interests of the Company and its shareholders as a whole.

As the matters are related party/connected transactions, Mr. Sun Xibin, Mr. Chen Yanli and Mr. Chen Yongbing, being related/connected directors, have abstained from voting, and the remaining directors are all entitled to vote.

Appendix: Biographies of Candidates for the Tenth Session of the Board of Directors

By order of the Board

Yao Yongjia

Secretary to the Board

Nanjing, the PRC, 29 April 2021

As at the date of this announcement, the Directors of the Company are:

Sun Xibin, Chen Yanli, Chen Yongbing, Cheng Xiaoguang, Yao Yongjia, Wu Xinhua, Ma Chung Lai, Lawrence, Zhang Zhuting *, Chen Liang *, Lin Hui *, Zhou Shudong *, Liu Xiaoxing*

• Independent Non-executive Directors

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Appendix:

Biographies of Candidates for the Tenth Session of the Board of Directors

Non-independent directors:

Sun Xibin: Born in 1970, Mr. Sun holds a master degree after receiving postgraduate education. Mr. Sun has successively served as the deputy general manager and a member of the Party Committee of Jiangsu Ninghang Expressway Co., Ltd. ( 江 蘇 寧 杭 高 速 公 路 有 限 公 司), deputy director and a member of the Party Committee of the Jiangsu Expressway Operation and Management Center ( 江 蘇 省 高 速 公 路 經 營 管 理 中 心), and general manager and deputy secretary of the Party Committee of Jiangsu Coastal Highway Management Co., Ltd. ( 江 蘇 沿 海 高 速 公 路 管 理 有 限 公 司) since 2003; he is currently serving as the Chairman of the board of directors and secretary of the Party Committee of Jiangsu Expressway Company Limited. Mr. Sun has long been engaged in the corporate operation and management in the transport industry with profound knowledge and rich practical experience in modern corporate management.

Chen Yanli: Born in 1963, Mr. Chen is a senior economist with a postgraduate degree. From 1983 to 2001, Mr. Chen worked at Xuzhou Lift and Transportation Company ( 徐 州 市 起 重 運 輸 公 司), Xuzhou Harbour Engineering Company ( 徐 州 市 航 務 工 程 公 司) and Waterways Administration Bureau of Xuzhou ( 徐 州 市 航 道 管 理

處) and served as deputy director of Waterways Administration Bureau of Xuzhou. From 2001 to 2016, he successively served as the manager of the General Department,

assistant general manager, deputy general manager and general manager of Jiangsu Lianxu Expressway Co., Ltd. ( 江 蘇 連 徐 高 速 公 路 有 限 公 司). He served as the head of the Human Resources Department of Jiangsu Communications Holding Company Limited from 2016 to 2020. Mr. Chen is currently serving as the chief economist, and head of the Organization Department under the Party Committee of Jiangsu Communications Holding Company Limited. Mr. Chen has long been engaged in transportation management and is a senior expert with extensive experience in transportation management.

Wang Yingjian: Born in January 1970, Mr. Wang is a postgraduate of Party School of C.P.C Jiangsu Committee and a senior engineer at the postgraduate level. Mr. Wang served as the director of the Technology Information Office of the Jiangsu Expressway Operation and Management Center, director of the Nanjing Management Office and secretary to the general Party branch of Jiangsu Nanjing-Huai'an Expressway, deputy director and a member of the Party committee of Jiangsu Expressway Operation and Management Center, general manager and deputy secretary to the Party committee of Jiangsu Sutong Bridge Company Limited ( 江 蘇 蘇 通 大 橋 有 限 責 任 公 司), and director of the Information Center of Jiangsu Communications Holding Company Limited; he currently serves as the director of the Science and Technology Information Department and director of the Digital Economic Development Office of Jiangsu Communications Holding Company Limited. Mr. Wang has long been engaged in transportation management work with extensive experience.

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Cheng Xiaoguang: Born in 1978, Mr. Cheng is a university graduate with a bachelor degree and also a senior economist. Mr. Cheng served as the head of Investment Development Department of Jiangsu Communications Holding Company Limited ( 江 蘇 交 通 控 股 有 限 公 司); secretary to the Party Committee, chairman and general manager of Jiangsu Kuailu Motor Transport Co., Ltd. ( 江 蘇 快 鹿 汽 車 運 輸 股 份 有 限 公 司); secretary to the Party branch, chairman and general manager of Jiangsu Communications & Culture Media Company Limited ( 江 蘇 交 通 文 化 傳 媒 有 限 公 司); he is currently serving as the General Manager, deputy secretary of the Party Committee of Jiangsu Expressway Company Limited. Mr. Cheng has been engaged in corporate management and has extensive experience.

Yao Yongjia: Born in 1964, Mr. Yao is a senior engineer with a master degree. Mr. Yao joined the Company in August 1992 and is currently serving as the deputy general manager and the secretary to the board of directors of the Company. He has successively served as heads of Transport Design and Planning Institute of Jiangsu Province, headquarters of expressway construction in Jiangsu Province and Securities Department of the Company, director of the secretariat to the board of directors of the Company, as well as secretary to the board of directors of the Company. Mr. Yao has extensive experience in the management and capital operation of listed companies after being engaged in engineering management, investment analysis, financing affairs and securities affairs and so on since he started his career.

Wu Xinhua: Born in 1967, Mr. Wu is a university graduate with a bachelor degree. He served as the manager of the Securities Department of Shekou Industrial Zone Southern Glass Holding Co., Ltd. ( 蛇 口 工 業 區 南 方 玻 璃 股 份 有 限 公 司 證 券 部), general manager of the southern management headquarters of Shangdong Securities Co., Ltd. ( 山 東 證 券 有 限 責 任 公 司 南 方 管 理 總 部), an executive director of the Investment Banking Department of China Merchants Securities Co., Ltd. ( 招 商 證 券 股 份 有 限 公 司 投 資 銀 行 部), the deputy chairman and a director, etc. of Sichuan Expressway Co., Ltd., Anhui Expressway Co., Ltd., Yangtze Bridge Co., Ltd. and Guangjing Xicheng Expressway Co., Ltd. He is currently serving as a member of the Party Committee, deputy general manager and secretary of the board of directors of China Merchants Expressway Network & Technology Holdings Company Limited, standing vice president of Expressway Operations Management Branch of China Highway and Transportation Society ( 中 國 公 路 學 會 高 速 公 路 運 營 管 理 分 會), managing director of National Highway Network Information Technology Co., Ltd. ( 國 高 網 路 宇 信 息 技 術 有 限 公 司) and vice chairman of Fujian Expressway Development Co., Ltd. ( 福 建 發 展 高 速 公 路 股 份 有 限 公 司). Mr. Wu has long been engaged in management of state-owned enterprises and is a senior expert with extensive experience in management of state-owned enterprises.

Li Xiaoyan: Born in 1977, is a graduate with a master degree and also a senior accountant, Chinese Certified Public Accountant (CPA), Association of Chartered Certified Accountant (ACCA), Chartered Global Management Accountant (CGMA) and a state high-caliber talent in accounting. Ms. Li once served as a member of the

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discipline inspection committee and the general manager of the financial department of Sinotrans Limited ( 中 國 外 運 股 份 有 限 公 司), and currently serves as a deputy financial controller of China Merchants Expressway Network & Technology Holdings Co., Ltd. ( 招 商 局 公 路 網 路 科 技 控 股 股 份 有 限 公 司). Ms. Li has long been focusing on financial management of listed companies, and has accumulated rich experience in financial management, corporate management and investment and financing management.

Ma Chung Lai, Lawrence: Born in 1954, Mr. Ma obtained a bachelor degree in biochemical engineering from the University of London, the United Kingdom. Mr. Ma participated in the Election Committee Subsector Elections of the Chief Executive of the Hong Kong Special Administrative Region, and served as a committee member of the ninth session (specially invited from Hong Kong and Macau) and a standing committee member of the tenth session of the Jiangsu Committee of the Chinese People's Political Consultative Conference of the People's Republic of China. He is now serving as a standing committee member cum convener of the eleventh session of the Jiangsu Committee of the Chinese People's Political Consultative Conference and

1. director of China Overseas Friendship Association ( 中 華 海 外 聯 誼 會). He served
   as a committee member (first session) and an executive member (second session) of All-China Federation of Industry & Commerce ( 中 華 全 國 工 商 業 聯 合 會), and the
   deputy chairman of Jiangsu Overseas Friendship Association. He was elected as the deputy chairman of the Chinese General Chamber of Commerce ( 香 港 中 華 總 商 會)
   in 2014, and was re-appointed as the chairman of Jiangsu Residents (HK) Association ( 江 蘇 旅 港 同 鄉 聯 合 會), honorary chairman of the first session of Federation of Hong Kong Jiangsu Youth ( 香 港 江 蘇 青 年 總 會), honorary chairman of Macau Jiangsu Friendship Association ( 澳 門 江 蘇 聯 誼 會) and deputy chairman of Hong
   Kong Petroleum, Chemicals and Pharmaceutical Materials Merchants Association Limited ( 香 港 石 油 化 工 醫 藥 同 業 商 會) in 2015. Mr. Ma also served as an independent director of Nanjing Panda Electronic Company Limited (Stock Code: 553)
   for four years, and is currently the general manager of Hong Kong Taching Petroleum Co., Ltd. ( 香 港 大 慶 石 油 有 限 公 司) and vice president of Wing Hing Enterprise Company ( 永 興 企 業 公 司).

Independent directors:

Lin Hui: Born in 1972, Mr. Lin holds a doctorate degree in management with a post doctorate degree from the Institute of Economics of The Chinese Academy of Social Sciences. He is currently serving as the Dean, a professor and a doctoral tutor of the Department of Finance and Insurance of the School of Business at Nanjing University. His main research directions are: asset pricing, financial engineering and risk management. He successively chaired and participated in over a total of 10 projects including the projects of the National Natural Science Foundation of China, National Social Sciences Foundation of China, Humanities and Social Sciences Research Foundation of the Ministry of Education and China Post-Doctoral Foundation, and he has published more than 30 academic papers in domestic and international authoritative

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journals. Mr. Lin also serves as an independent director of Jiangsu Hiteker High-Tech Co., Ltd. Mr. Lin has long been engaged in the financial research and is a senior expert with extensive financial experience.

Zhou Shudong: Born in 1961, Mr. Zhou holds a doctorate degree and is a professor and a doctoral tutor. He is a professor of the Economics and Management Department of the College of Economics and Management of Nanjing Agricultural University, the deputy director of the Institute of Agricultural Economy of Nanjing Agricultural University, the dean of the Electronic Business Research Center of Nanjing Agricultural University, a consultant expert to the United Nations Environment Programme, vice president of Jiangsu Internet Service Society and deputy chairman of Jiangsu Statistical Society ( 江 蘇 省 統 計 學 會). He was granted special government subsidies from the State Council. Mr. Zhou was in charge of 40 programs at national, provincial and ministerial levels in various areas. He is a senior expert with interdisciplinary experience.

Liu Xiaoxing: Born in 1970, he holds a doctorate degree in management science and engineering (financial engineering) and a post-doctoral degree in finance in Fudan University. Mr. Liu is currently the dean and a professor of the Department of Finance of the School of Economics & Management, Southeast University, a doctoral supervisor tutoring students majoring in finance, a member of the Steering Committee for Professional Teaching of Finance in Colleges and Universities ( 全 國 高 等 學 校 金 融 學 類 專 業 教 學 指 導 委 員 會), a council member of the Chinese Finance Annual Meeting ( 中 國 金 融 學 年 會) and the Chinese Financial Projects Annual Meeting ( 中 國 金 融 工 程 年 會) and the standing committee of Jiangsu Financial Youth Federation ( 江 蘇 省 金 融 青 聯). Mr. Liu is a head responsible for academic researches by middle-aged and young scholars in the "Excellence Project" (青藍工程) in Jiangsu Province, a tutor teaching technology entrepreneurship in Jiangsu Province and a committee member of the Department of Science of the School of Humanities, Southeast University.

Xu Guanghua: Born in 1963, Mr. Xu holds a doctorate degree in management. He is currently the dean, a professor and a doctoral tutor of the Department of Accounting in Nanjing University of Science & Technology, the chairman of the Jiusan Society ( 九 三 學 社), the president of the Senior Engineering Colleges Branch of Accounting Society of China ( 中 國 會 計 學 會 高 等 工 科 院 校 分 會), the director of the Finance and Accounting Research Center of Nanjing University of Science & Technology, and the deputy director of the Jiangsu Management Accounting Research Center ( 江 蘇 管 理 會 計 研 究 中 心); and concurrently a peer review expert of the National Natural Science Foundation of China, National Social Science Fund of China, Fok Ying Tung Education Foundation, China Postdoctoral Foundation ( 中 國 博 士 後 基

金) and National MBA Top 100 Cases ( 全 國MBA 百 優 案 例) and others. Mr. Xu has long been engaged in teaching and scientific research in the fields of finance, accounting and strategic performance evaluation, and is the pioneer of the performance evaluation theory of corporate symbiosis strategy and the theory of symbiosis financial performance.

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Yu Mingyuan: Born in 1962, he graduated from Tongji University majoring in transportation management. He is currently the director and researcher of the Research Center for Highway and Comprehensive Transportation Development ( 公 路 與 綜 合 交 通 發 展 研 究 中 心) under Research Institute of Highway Ministry of Transport, and is an expert entitled to the special allowances from the State Council. Mr. Yu has long been engaged in transportation policy and strategy research, and has made outstanding achievements in research fields such as toll road policy and system innovation, highway management system and investment and financing, toll road operation and management, laws and regulations related to highway and transportation, etc. He has successively directed more than 40 national and provincial scientific research projects, and has taken in charge of a number of major special projects under the Ministry of Transport as well as the formulation and revision of policies and regulations. He is an expert in the expert bank of the National Prize for Progress in Science and Technology, a high-caliber talent of the China Association for Science and Technology, an expert in the expert bank of the Ministry of Transport and an expert in the PPP expert bank of the Ministry of Finance.

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