Qilu Expressway : POLL RESULTS OF THE EXTRAORDINARY GENERAL MEETING HELD ON 11 AUGUST 2020

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Qilu Expressway Company Limited

齊魯高速公路股份有限公司

(a joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 1576)

POLL RESULTS OF THE EXTRAORDINARY GENERAL MEETING

HELD ON 11 AUGUST 2020

References are made to the notice of extraordinary general meeting and the circular (the "Circular") of Qilu Expressway Company Limited (the "Company") dated 26 June 2020. Unless otherwise indicated, the capitalised terms used in this announcement shall have the same meaning as those defined in the Circular.

The Board confirms that there are no false representations, misleading statements or material omissions in this announcement, and individually and collectively accepts the responsibility for the truthfulness, accuracy and completeness of the contents contained herein.

POLL RESULTS OF THE EGM

The EGM was held at 10:00 a.m. on Tuesday, 11 August 2020 at Conference Room (Autumn), 2/ F, Enjoy Hotel, No. 44 Gongye South Road, High-tech Zone, Jinan City, the PRC. All resolutions proposed at the EGM were taken by poll.

As at the date of the EGM, the total number of Shares was 2,000,000,000 Shares. Qilu Transportation holds 778,500,000 Shares, representing approximately 38.93% of the issued share capital of the Company and is therefore a controlling Shareholder and a connected person of the Company under the Listing Rules. As disclosed in the Circular, by virtue of Qilu Transportation having material interests in the Transfer Agreement, the Debt Assignment Agreements, the Debt Assumption Agreement and the Land Lease Agreement and the transactions contemplated thereunder, as well as the change in the use of proceeds from the Global Offering, Qilu Transportation and its associates were required to abstain and had abstained from voting in respect of the resolutions at the EGM. Accordingly, the total number of Shares entitling the Shareholders to attend and vote in respect of the resolutions proposed at the EGM was 1,221,500,000 Shares. Save as disclosed above, (i) no Shareholders had stated their intention in the Circular to vote against or abstain from voting on the resolutions at the EGM; (ii) there were no Shares entitling the holder to attend but required to abstain from voting in favour as set out in Rule 13.40 of the Listing Rules; (iii) no Shareholder was required to abstain from voting on the resolutions proposed at the EGM; and (iv) there was no restriction on any Shareholder to cast vote on the resolutions. A total of three Shareholders and authorized proxies holding an aggregate of 1,115,024,000 Shares, which include 121,500,000 Domestic Shares and 993,524,000 H Shares and represent 91.283176% of the total number of the issued Shares held by independent Shareholders, were present at the EGM.

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The holding of the EGM was in compliance with the requirements of the Company Law and the articles of association of the Company. The EGM was chaired by Mr. Li Gang, the chairman of the Board.

The Company's H Share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, was appointed as the scrutineer for the purpose of vote-taking at the EGM. Two representatives of the Shareholders, a representative of the Supervisors and a lawyer of DeHeng Law Offices (Jinan) (the Company's PRC legal adviser) participated in the counting of the poll results. The poll results in respect of the resolutions proposed at the EGM are as follows:

	ORDINARY RESOLUTIONS	FOR	AGAINST	ABSTAIN
1.	to consider, approve, confirm and ratify in all respects the conditional	1,115,024,000	0	0
	Toll Road Interest Transfer Agreement dated 2 June 2020 and entered into	100%	0%	0%
	between Qilu Transportation Development Group Company Limited ("Qilu
	Transportation") (as transferor) and the Company (as transferee) in relation
	to the transfer of the toll collection rights (the "Target Expressways Toll
	Collection Rights") in respect of the Deshang Expressway (Liaocheng -
	Fan County section) and the Shennan Expressway (collectively the "Target
	Expressways"), as supplemented and amended by a supplemental agreement
	to the Toll Road Interest Transfer Agreement entered into between the above
	parties on the same date (collectively, the "Transfer Agreement"), and to
	authorise any director(s) (the "Director(s)") of the Company, for and on
	behalf of the Company, to enter into any agreement, deed or instrument and/
	or to execute and deliver all such documents and/or do all such acts on behalf
	of the Company as he/she may consider necessary, desirable or expedient for
	the purpose of, or in connection with (i) the implementation and completion of
	the Transfer Agreement and transactions contemplated thereunder; and/or (ii)
	any amendment, variation or modification of the Transfer Agreement and the
	transactions contemplated thereunder upon such terms and conditions as the
	board (the "Board") of Directors may think fit

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	ORDINARY RESOLUTIONS	FOR	AGAINST	ABSTAIN
2.	to consider, approve and confirm in all respects the agreements (the "Debt	1,115,024,000	0	0
	Assignment Agreements") to be entered into among the Company, Qilu	100%	0%	0%
	Transportation and each of China Construction Bank Corporation Jinan
	Zhenzhuquan Sub-branch, Bank of China Limited Jinan Branch and Huaxia
	Bank Co., Ltd. Huaiyin Subbranch to transfer the rights and obligations
	under the relevant bank facilities in respect of the construction projects of
	the Target Expressways from Qilu Transportation to the Company with effect
	from the date (the "Effective Date") on which the Transfer Agreement shall
	become effective following the fulfillment of all conditions precedent of
	the Transfer Agreement, and to authorise any Director(s), for and on behalf
	of the Company, to enter into any agreement, deed or instrument and/or to
	execute and deliver all such documents and/or do all such acts on behalf of
	the Company as he/she may consider necessary, desirable or expedient for the
	purpose of, or in connection with (i) the implementation and completion of
	the Debt Assignment Agreements and transactions contemplated thereunder;
	and/or (ii) any amendment, variation or modification of the Debt Assignment
	Agreements and the transactions contemplated thereunder upon such terms and
	conditions as the Board may think fit
3.	to consider, approve, confirm and ratify in all respects the agreement	1,115,024,000	0	0
	(the "Debt Assumption Agreement") dated 2 June 2020 and entered	100%	0%	0%
	into between the Company and Qilu Transportation pursuant to which the
	Company agreed to assume the loans provided by Qilu Transportation for
	the Target Expressways construction projects and the repayment thereof to
	Qilu Transportation with effect from the Effective Date, and to authorise any
	Director(s), for and on behalf of the Company, to enter into any agreement,
	deed or instrument and/or to execute and deliver all such documents and/or
	do all such acts on behalf of the Company as he/she may consider necessary,
	desirable or expedient for the purpose of, or in connection with (i) the
	implementation and completion of the Debt Assumption Agreement and
	transactions contemplated thereunder; and/or (ii) any amendment, variation
	or modification of the Debt Assumption Agreement and the transactions
	contemplated thereunder upon such terms and conditions as the Board may
	think fit

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	ORDINARY RESOLUTIONS	FOR	AGAINST	ABSTAIN
4.	to consider, approve, confirm and ratify in all respects the land use right lease	1,115,024,000	0	0
	agreement (the "Land Lease Agreement") dated 2 June 2020 and entered into	100%	0%	0%
	between Qilu Transportation (as lessor) and the Company (as lessee) pursuant
	to which Qilu Transportation agreed to lease the land use rights in respect of
	a total of 27 parcels of land under the main line and the alongside facilities
	(excluding advertising and service facilities) of the Target Expressways for
	a period from the Effective Date to the expiry of the term during which the
	Company shall be entitled to exercise the Target Expressways Toll Collection
	Rights under the Transfer Agreement, and to authorise any Director(s), for and
	on behalf of the Company, to enter into any agreement, deed or instrument
	and/or to execute and deliver all such documents and/or do all such acts
	on behalf of the Company as he/she may consider necessary, desirable or
	expedient for the purpose of, or in connection with (i) the implementation
	and completion of the Land Lease Agreement and transactions contemplated
	thereunder; and/or (ii) any amendment, variation or modification of the Land
	Lease Agreement and the transactions contemplated thereunder upon such
	terms and conditions as the Board may think fit
5.	to consider, approve and confirm the change in use of proceeds from the global	1,115,024,000	0	0
	offering of the Company's H shares, the remaining of which to be applied in	100%	0%	0%
	full for payment of part of the consideration in respect of the transfer of the
	Target Expressways Toll Collection Rights under the Transfer Agreement

Accordingly, all of the above resolutions were duly passed at the EGM.

As at the date of this announcement, Qilu Transportation has obtained the written consent on the Acquisition from each of the Lending Banks. Following the passing of the resolutions at the EGM, all conditions precedent to each of the Transfer Agreement, the Supplemental Agreement and the 2021-2023 General Services Framework Agreement have been fulfilled and the Effective Date shall be the date of this announcement. Accordingly, the Company and Qilu Transportation will proceed to Completion. Further announcement will be made by the Company upon Completion.

By Order of the Board

Qilu Expressway Company Limited

Li Gang

Chairman

Shandong, the PRC

11 August 2020

As at the date of this announcement, the executive Directors are Mr. Li Gang, Mr. Peng Hui and Mr. Liu Qiang; the non-executive Directors are Mr. Chen Dalong, Mr. Wang Shaochen, Mr. Zhou Cenyu, Mr. Su Xiaodong, Ms. Kong Xia, Mr. Yuan Ruizheng and Mr. Tang Haolai; and the independent non-executive Directors are Mr. Cheng Xuezhan, Mr. Li Hua, Mr. Wang Lingfang, Mr. He Jiale and Mr. Han Ping.

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