Anhui Expressway : PROPOSED ELECTION OF DIRECTOR

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 reply slip and 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.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 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 limited company)

(Stock Code: 995)

PROPOSED ELECTION OF DIRECTOR

AND

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 4 February 2020 (Tuesday) at 3 p.m., together with the accompanying reply slip and form of proxy, are issued and published on 13 December 2019 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 (as far as A Shareholders are concerned) to the registered office of the Company (address being 520 Wangjiang West Road, Hefei, Anhui, the PRC) or (as far as H Shareholders are concerned) to the registrar of H Shares of the Company, Hong Kong Registrars Limited (address being 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 forms of proxy will not preclude you from subsequently attending and voting at the EGM or any adjourned meeting(s) should you so wish.

13 December 2019

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

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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 limited company)

PROPOSED ELECTION OF DIRECTOR

AND

NOTICE OF EGM

The purpose of this circular is to give you the EGM Notice and to provide you with further information in respect of the resolution for proposed election of Director to enable you to make a decision on whether to vote for or against the relevant resolution at the forthcoming EGM.

INTRODUCTION

The Board had announced on 13 December 2019 that, the Company received the resignation letter on 12 December 2019 from Mr. Qiao Chuanfu ("Mr. Qiao"), who was an executive Director of the Company. Due to change of work arrangement, Mr. Qiao had tendered his resignation as an executive Director (and, at the same time, ceased to be the chairman of the Board and member and chairman of the Company's strategic development and investment committee) and an authorised representative under the Listing Rules.

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LETTER FROM THE BOARD

Mr. Qiao has confirmed that he has no disagreement with the Board. And, there is no matter relating to his resignation that will need to be brought to the attention of the Shareholders.

Pursuant to relevant provisions under the Company Law, the Company's number of Directors will not fall below the minimum legal requirement after Mr. Qiao's resignation and the normal operation of the Board will not be affected. Accordingly, Mr. Qiao's resignation took effect upon receipt of his resignation application by the Board. After resignation, Mr. Qiao will not hold any post in the Company.

The Board would like to express its sincere gratitude to Mr. Qiao for his endeavours and contributions to the Company during his term of office!

Nomination of Candidate for New Director

The Board agrees to nominate Mr. Xiang Xiaolong ("Mr. Xiang") as the new Director, whose term of office will be from the date of election (i.e. the date of the EGM) until 16 August 2020.

Biographical details of Mr. Xiang are set out as follows:

Mr. Xiang Xiaolong, aged 55, had obtained an academic qualification equivalent to the Master of Business Administration from Anhui Institute of Business Administration. He previously acted as the secretary and deputy director of Anhui Provincial Supply and Marketing Cooperative Office, the deputy general manager of Anhui Provincial Agricultural Resources Company, the director of Anhui Provincial Supply and Marketing Cooperative Office, an assistant of the mayor of the Municipal Government, the director of the Municipal Development and Reform Commission, and the secretary of the Municipal Government and the director of the Municipal Administrative Services Center in Anqing, the deputy mayor of the Anqing Municipal Government, a member of the Standing Committee and the deputy mayor of the Anqing Municipal Party Committee, the deputy director and a member of the Party Committee of the State-owned Assets Supervision and Administration Commission of the Anhui Provincial Government, the deputy director of the State-owned Assets Supervision and Administration Commission of the Anhui Provincial Government and the deputy secretary of the Party Committee (director level). Currently, he is the secretary of the Party Committee and the chairman of the board of directors of Anhui Transportation Holding Group Company Limited.

Save as disclosed in this circular, Mr. Xiang has no relationship with any Directors or the senior management of the Company, or with any substantial Shareholders or controlling Shareholder and does not hold any other positions in the Group.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Company, Mr. Xiang does not have any interest in the shares (within the meaning of Part XV of the Securities and Futures Ordinance) of the Company. Save as disclosed in this announcement, Mr. Xiang has not held any directorship in any other listed company in the last three years.

Save as disclosed in this circular, Mr. Xiang has confirmed that there are no other matters that need to be brought to the attention of the Shareholders in connection with his election nor is there any information required to be disclosed pursuant to Rule 13.51(2)(h)-(v) of the Listing Rules.

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LETTER FROM THE BOARD

Subject to the approval by the Shareholders at the EGM, the Company will enter into a service contract with Mr. Xiang in respect of his appointment as an executive Director for a term commencing from the date of approval by the Shareholders until 16 August 2020.

In line with the remuneration proposals for the Board of the eighth session, the Company will not determine and pay extra Director's remuneration to a Director who receives remuneration from an entity that is a Shareholder.

EXTRAORDINARY GENERAL MEETING

The EGM Notice is set out on pages 5 to 6 of this circular. At the EGM, Shareholders will (among others) consider and pass the resolution set out therein.

This circular is accompanied by a reply slip and a form of proxy of the EGM. The reply slip and the form of proxy of the EGM are issued and published on 13 December 2019 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 (as far as A Shareholders are concerned) to the registered office of the Company (address being 520 Wangjiang West Road, Hefei, Anhui, the PRC) or (as far as H Shareholders are concerned) to the registrar of H Shares of the Company, Hong Kong Registrars Limited (address being 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.

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 resolution put to the vote at the EGM will be taken by way of poll.

RECOMMENDATION

The Directors believe that the above resolution is in the best interests of the Company and its Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the resolution to be proposed at the EGM.

By Order of the Board

Anhui Expressway Company Limited

Xie Xinyu

Company Secretary

This circular was originally prepared in Chinese. In the event of discrepancies between the Chinese and the English versions, the Chinese version shall prevail.

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NOTICE OF EGM

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

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 the 2020 First Extraordinary General Meeting

Notice is hereby given that the 2020 first extraordinary general meeting (the "EGM") of Anhui Expressway Company Limited (the "Company") will be held at 3 p.m. on 4 February 2020 (Tuesday) 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 resolution:

To elect Mr. Xiang Xiaolong as an executive director of the board of directors (the "Board") of the Company, whose term of office will be from the date of election (i.e. the date of the EGM) to 16 August 2020 (Ordinary resolution).

By Order of the Board

Anhui Expressway Company Limited

Xie Xinyu

Company Secretary

Hefei, Anhui, the People's Republic of China

13 December 2019

As at the date of this notice, the members of the Board include Chen Dafeng, Xu Zhen, Xie Xinyu, being the executive directors; Yang Xudong and Du Jian, being the non-executive directors; and Kong Yat Fan, Jiang Jun and Liu Hao, being the independent non-executive directors.

Notes:

1. Persons who hold shares in the Company at the close of trading on 3 January 2020 (Friday) and whose names appeared on the register of the Company shall have the right to attend the EGM upon completion of the registration procedures.

1. To attend the EGM, an individual Shareholder should bring along his/her identity card and the Shareholder account card; a proxy should bring along his/her identity card, the proxy form, the Shareholder account card of the appointor and the identity card of the appointor; a representative of a legal person Shareholder should bring along his/her identity card, the proxy form of the legal person, the Shareholder account card of the legal person and a copy of the business license of the Shareholder to the Secretariat to the Board of the Company (520 Wangjiang West Road, Hefei, Anhui, the PRC) on or before 14 January 2020 (Tuesday) for registration purpose. Shareholders situated elsewhere (including H Shareholders) can register by mailing or faxing the reply slip published on the website of The Stock Exchange of Hong Kong Limited to the Company on or before 14 January 2020 (Tuesday).

1. Any Shareholder who is eligible to attend the general meeting and to vote thereat shall have the right to appoint in writing one or more persons (who may or may not be a Shareholder) as his proxy to attend and to vote at the EGM. After filling in the form of proxy and returning the same, the proxy may attend and vote at the general meeting. 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.

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NOTICE OF EGM

1. The register of the holders of H Shares of the Company will be closed from 4 January 2020 (Saturday) to 4 February 2020 (Tuesday) (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 3 January 2020 (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

VI. Contact address: 520 Wangjiang West Road, Hefei, Anhui, the PRC

Tel: 86-551-65338697, 63738923, 63738922, 63738989

Fax: 86-551-65338696

Contact person: Dong Huihui, Ding Yu

VII. The Shareholders and any proxy who attend the EGM should present their identity cards.

VIII. It is expected that the EGM will take half a day. The Shareholders and any proxy who attend the EGM should bear their own accommodation and traveling expenses.

IX. 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 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 4 February 2020 to 4 February 2020
   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 Shareholders' general meeting is convened. The time for voting on the Internet voting platform is 9:15-15:00 on the day on which the Shareholders' general meeting is convened.
2. Any vote in relation to accounts in respect of margin trading and securities lending, refinancing, buy-back 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 or preference 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.

This notice was originally prepared in Chinese. In the event of discrepancies between the Chinese and the English versions, the Chinese version shall prevail.

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