2016 FIRST QUARTERLY REPORT

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.

2016 FIRST QUARTERLY REPORT This announcement is made by Sichuan Expressway Company Limited* (the “Company”) pursuant to Rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) and Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). The financial data of the Company for the first quarter of 2016 is unaudited and has been prepared in accordance with the China Accounting Standards for Business Enterprises. 1.

IMPORTANT NOTICE 1.1 The board (“Board”) of directors (“Directors”), the supervisory committee and the Directors, supervisors and senior management of the Company shall ensure the truthfulness, accuracy and completeness of the information contained in the 2016 first quarterly report (the “Quarterly Report” or the “Report”) and there are no false representations, misleading statements contained in or material omissions from the Report for which they shall assume joint and several liability. 1.2 All Directors of the Company attended the Board meeting to review the Quarterly Report. 1.3 Mr. Zhou Liming, person in charge of the Company, Mr. Li Wenhu, person in charge of accounting and Mr. Sun Ou, head of the accounting department (accounting officer), have declared and confirmed the truthfulness, accuracy and completeness of the financial statements in this Quarterly Report. 1.4 The Company’s First Quarterly Report is unaudited. The reporting period of the Report (the “Reporting Period” or “Period”) covers the three months ended 31 March 2016. –1–

2.

PRINCIPAL FINANCIAL DATA OF THE COMPANY AND CHANGES IN SHAREHOLDERS 2.1 Principal financial data

Unit: yuan Currency: RMB

As at the end of the Reporting Period Total assets Net assets attributable to shareholders of the listed Company (“Shareholders”)

Increase/decrease as at the end of the Reporting Period compared to that as at the end As at the end of last year of last year (%)

33,209,533,201.63

33,540,199,369.46

-0.99

12,855,838,784.37

12,519,262,090.48

2.69

From the beginning From the beginning of the year to of last year to the the end of the end of the reporting Reporting Period period of last year Net cash flows from operating activities

347,755,714.47

269,295,431.75

From the beginning From the beginning of the year to of last year to the the end of the end of the reporting Reporting Period period of last year Operating revenue Net profit attributable to Shareholders of the listed Company Net profit net of non-recurring profit and loss attributable to Shareholders of the listed Company Weighted average return on net assets (%) Basic earnings per share (Yuan/share) Diluted earnings per share (Yuan/share)

Increase/decrease over the same period last year (%) 29.14 Increase/decrease over the same period last year (%)

1,644,335,353.36

1,456,435,450.49

12.90

340,847,004.65

286,782,237.93

18.85

337,675,624.45

283,577,421.36

2.69

2.41

19.08 Increased by 0.28 percentage point

0.1115

0.0938

18.87

0.1115

0.0938

18.87

–2–

Non-recurring items and amounts ✔ Applicable

Not applicable Unit: yuan Currency: RMB Amount in the Period

Item Profit or loss from disposal of non-current assets Incidental tax refund or exemption in relation to documents of unauthorised approval or without formal approval Government subsidies included in profit or loss in the current Period, but excluding those closely related to the Company’s normal business operations, in line with national policies and regulations and in accordance with certain fixed amounts on a continuous basis Fund possession cost paid by non-financial enterprises and recorded under current profit and loss Profit arising from investment costs for acquisition of subsidiaries, associates and joint ventures less than the revenue generated from their identifiable net assets of the invested entity at fair value at the time of acquisition Profit/loss of non-monetary asset swap Profit/loss from entrusted investment or asset management Provision for impairment of assets due to force majeure i.e. natural disaster Profit/loss from debt restructuring Corporate restructuring expenses, i.e. expenses on employee placement, integration costs, etc. Profit/loss from the excess of the fair value of a transaction of unfair consideration Current net profit/loss of subsidiaries resulting from merger of enterprises under common control from the beginning of the period to the date of merger

–3–

337,469.56

Amount in the Period

Item Profit/loss from contingencies irrelevant to the normal operations of the Company Except the effective hedging business associated with the Company’s normal operation, profit or loss from changes in fair value arising from holding tradable financial assets and tradable financial liabilities, and investment income from disposal of tradable financial assets, tradable financial liabilities and financial assets available for sale Write back of the provision for impairment of accounts receivable that is individually tested for impairment Profit/loss from external entrusted loans Profit/loss from changes in fair value of investment properties using the fair value model for subsequent measurement Effects of one-off adjustment to current profit/loss in accordance with laws and regulations on taxation and accounting, etc. Income of entrustment fees from entrusted operations Other operating income and expenses except for the above items Other profit and loss items falling within the meaning of non-recurring profit and loss Amount of effect on the interest of minority shareholders (after tax) Amount of effect of income tax Total

3,378,313.73

12,353.18 -556,756.27 3,171,380.20

–4–

2.2 The total number of Shareholders, shareholding status of the top ten Shareholders and the top ten Shareholders of circulating shares (or Shareholders not subject to trading restriction) as at the end of the Reporting Period Unit: Share Total number of Shareholders

95,688 Shareholders (including 95,407 holders of A shares and 281 holders of H shares)

Shareholding of the top ten Shareholders

Name of Shareholder (Full name)

Number of shares at the end of the Period

Shareholding percentage (%)

Number of shares subject to Pledged or frozen trading Share restriction status Number

Type of Shareholder

Sichuan Transportation Investment Group Co., Ltd. HKSCC Nominees Limited (Note)

1,035,914,278

33.87

0 Nil

State

890,620,703

29.12

0 Unknown

China Merchants Huajian Highway Investment Co., Ltd. China Life Insurance Co., Ltd. – Dividends – Personal Dividends – 005L-FH002Hu(中國人壽保險股份有限公司－分紅－個人分紅－ 005L-FH002滬) Yang Yi

664,487,376

21.73

0 Nil

5,999,950

0.20

0 Nil

Foreign legal person State-owned legal person Unknown

5,939,800

0.19

0 Nil

Nanjing Chixia Development Co., Ltd. China Life Property & Casualty Insurance Company Limited – Traditional – Ordinary Insurance Product (中國人壽財產保險股份有限公司－傳統－普通保險產品) Han Shaoming

5,283,547

0.17

0 Nil

Domestic natural person Unknown

4,000,000

0.13

0 Nil

Unknown

2,802,330

0.09

0 Nil

Domestic natural person

–5–

Name of Shareholder (Full name)

China Everbright Bank Company Limited – Everbright Baodexin Lianghuahexin Securities Investment Fund (中國光大銀行股份有限公司－光大保德信量化核心證券投資基金) China Life Insurance (Group) Company –Traditional – Ordinary Insurance Product (中國人壽保險（集團）公司－傳統－普通保險產品) China Life Insurance Co., Ltd.– Traditional – Ordinary Insurance Product – 005L-CT001Hu (中國人壽保險股份有限公司－傳統－普通保險產品－005L-CT001滬)

Number of shares at the end of the Period

Shareholding percentage (%)

Number of shares subject to Pledged or frozen trading Share restriction status Number

Type of Shareholder

2,464,020

0.08

0 Nil

Unknown

2,000,000

0.07

0 Nil

Unknown

2,000,000

0.07

0 Nil

Unknown

Shareholding of the top ten Shareholders of shares not subject to trading restriction

Name of Shareholder Sichuan Transportation Investment Group Co., Ltd. HKSCC Nominees Limited (Note) China Merchants Huajian Highway Investment Co., Ltd. China Life Insurance Co., Ltd. – Dividends – Personal Dividends – 005L-FH002Hu (中國人壽保險股份有限公司－分紅－個人分紅－ 005L-FH002 滬)

Number of shares not subject to trading restriction Class

Class and number of shares

1,035,914,278 RMB ordinary shares Foreign shares listed overseas 890,620,703 RMB ordinary shares Foreign shares listed overseas 664,487,376 RMB ordinary shares 5,999,950 RMB ordinary shares

–6–

Number 975,060,078 60,854,200 2,076,703 888,544,000 664,487,376 5,999,950

Number of shares not subject to trading restriction Class

Name of Shareholder Yang Yi Nanjing Chixia Development Co., Ltd. China Life Property & Casualty Insurance Company Limited – Traditional – Ordinary Insurance Product (中國人壽財產保險股份有限公司－傳統－普通保險產品) Han Shaoming China Everbright Bank Company Limited – Everbright Baodexin Lianghuahexin Securities Investment Fund (中國光大銀行股份有限公司－光大保德信量化核心證券投資基金) China Life Insurance (Group) Company – Traditional – Ordinary Insurance Product (中國人壽保險（集團）公司－傳統－普通保險產品) China Life Insurance Co., Ltd. – Traditional – Ordinary Insurance Product – 005L-CT001Hu (中國人壽保險股份有限公司－傳統－普通保險產品－005L-CT001 滬) Explanations on the connected relationship or concerted party relationship among the aforementioned Shareholders

Note:

Class and number of shares Number

5,939,800 RMB ordinary shares 5,283,547 RMB ordinary shares 4,000,000 RMB ordinary shares

5,939,800 5,283,547 4,000,000

2,802,330 RMB ordinary shares 2,464,020 RMB ordinary shares

2,802,330 2,464,020

2,000,000 RMB ordinary shares

2,000,000

2,000,000 RMB ordinary shares

2,000,000

There is no connected relationship between Shareholders holding state-owned shares and state-owned legal person Shareholders in above tables. Besides, the Company is not aware whether there is any connected relationship or concerted-party relationship among the aforementioned other Shareholders, or between the aforementioned Shareholders holding state-owned shares and stateowned legal person Shareholders and the aforementioned other Shareholders.

The H shares held by HKSCC Nominees Limited were held on behalf of various customers, including 60,854,200 H shares of the Company held by Sichuan Transportation Investment Group Co., Ltd.

–7–

2.3 Total number of holders of preference shares, top 10 holders of preference shares and top 10 holders of preference shares not subject to trading restriction as at the end of the reporting period Applicable 3.

✓ Not applicable

SIGNIFICANT EVENTS 3.1 Significant changes in items in the principal accounting statement and financial indicators of the Company and the reasons therefor ✓ Applicable

Not applicable

(1) Material changes in items of balance sheet as at the end of the Reporting Period and explanations thereon (Unit: RMB yuan)

Item

Opening Closing balance balance at at the end of the beginning the Period of this year

Increase/ decrease in amount

Accounts receivable 238,833,161.92 369,724,526.57 -130,891,364.65

Accounts payable

1,619,036,258.95 2,576,439,894.85 -957,403,635.90

Advance receipts

285,894,592.90 149,431,860.78 136,462,732.12

Employee remuneration payable

39,006,061.71

82,599,472.08

-43,593,410.37

–8–

Increase/ decrease in percentage Explanations on changes -35.40% Mainly due to collection of payment for project construction by Sichuan Trading Construction Engineering Co., Ltd. (“Trading Construction Company”), a holding subsidiary of the Company -37.16% Mainly due to payment of Suiguang Suixi Expressway Project construction and building materials and labour costs paid by Trading Construction Company, a holding subsidiary 91.32% Mainly due to receipt payment for project construction in advance and receipt payment of commercial housing -52.78% Mainly due to payment annual yearend assessment bonus for last year

(2) Material changes in items of income statement during the Reporting Period and explanations thereon (Unit: RMB, yuan)

Item

Amount for Amount for the the Reporting corresponding Period period last year


Minority interests

10,709,613.32

4,626,610.63

6,083,002.69

Gains and losses from -6,662,824.76 changes in fair value of available-for-sale financial assets

-2,039,640.23

-4,623,184.53

Increase/ decrease in percentage Explanations on changes 131.48% Mainly due to an increase in net profit of the holding subsidiary compared with previous period 226.67% Mainly due to changes in stock price of Everbright Bank in which shares are held

(3) Material changes in items of cash flow statement during the Reporting Period and explanations thereon (Unit: RMB, yuan)

Item Net cash flows from operating activities Net cash flows from investing activities

Net cash flows from financing activities

Amount for Amount for the the Reporting corresponding Period period last year 347,755,714.47


269,295,431.75

78,460,282.72

-918,042,564.35 -1,154,715,538.19

239,672,973.84

82,649,591.00

450,573,481.44 -367,923,890.44

–9–

Increase/ decrease in percentage Explanations on changes 29.14% Mainly due to a decrease in payment of performance bond for the period -20.70% Mainly due to Suiguang Suixi Expressway Project which is almost completed, leading to a decrease in expenses on purchasing intangible assets -81.66% Mainly due to a decrease in new loans

3.2 Progress of significant events and their impacts and the analysis and explanation of solutions ✓ Applicable

Not applicable

(1) Suiguang Suixi Expressways BOT Project At the general meeting of the Company held on 13 January 2012, the investment in Suiguang-Suixi Expressways BOT Project was considered and approved. According to the preliminary design document of the project, its total length is approximately 164.826 km with an operation period of 29 years and 336 days, and the approved estimated preliminary investment is approximately RMB11,887 million. In July 2012, the Company established Sichuan Suiguang Suixi Expressway Company Limited (“Suiguang Suixi Company”) to be in overall charge of the preparation, construction, operation, management and transfer of Suiguang-Suixi Expressways BOT Project. Suixi Expressway and Suiguang Expressway were opened to traffic on 10 December 2015 and 30 December 2015 respectively free of toll (section K94+686 to K102+941 of Suiguang Expressway (approximately 8.255km) has not yet been opened to traffic). (2) Renshou Land-linked Pilot BT Project The proposal in relation to the investment in Renshou Land-linked Pilot BT Project was considered and approved at the 34th meeting of the fourth session of the Board of the Company on 28 January 2011. In July 2011, Chengdu Shuhong Property Company Limited (“Shuhong Company”) was established to take charge of the implementation of this project. The Renshou Land-linked Pilot BT Project, with an estimated total investment of approximately RMB280,270,000, is located at Gaotan village, Wenlin Town (where the county government is located), Renshou County, Sichuan Province which involves a land area of approximately 4,848 mu. The investment includes relocation of farmers’ houses, settlement of “San Tong Yi Ping” (三通一平, generally referred to as site clearance and resettlement, connecting temporary water and electricity supply to the site and road connection to the site) as well as construction of ancillary municipal roads, resettlement houses (including preparation work) (approximately 112,700 sq.m.) and ancillary facilities of the resettlement community. From the date of the commencement of the construction to 31 March 2016, an accumulated completed investment of approximately RMB250 million had been invested in Renshou Land-linked Pilot BT Project, accounting for approximately 89.29% of the estimated total investment of the project.

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(3) Shuangliu West Airport Phase VI BT Project On 13 January 2012, the 41st meeting of the fourth session of the Board of the Company was convened and the proposal in relation to the investment in and construction of Shuangliu West Airport Phase VI BT Project was considered and approved, and Sichuan Shunan Investment Management Company Limited (“Shunan Company”) was approved to be the project company responsible for the preparation, construction and transfer of the project. On 17 January 2012, the Company won the bid to undertake the project, which involved a total of 4 roads, i.e. south extension line of Aviation Avenue, the road on the east side of Rayspower, Airport Road No. 4 and the west extension line of Industrial Park Avenue, with a total length of approximately 8.84 km. The estimated total investment amount is approximately RMB616,070,000, including land requisition and relocation fee of approximately R M B163,030,000 a n d e x p e n d i t u r e s f o r r o a d c o n s t r u c t i o n a n d installation of relevant facilities of approximately RMB453,040,000. From the date of its commencement of the construction to 31 March 2016, a total of approximately RMB316 million had been invested in Shuangliu West Airport Phase VI BT Project, accounting for approximately 51.30% of the estimated total investment of the project. (4) Shuangliu Zongbao BT Project On 28 March 2012, the 42nd meeting of the fourth session of the Board of the Company was convened and the proposal in relation to the investment in Shuangliu Zongbao BT Project was considered and approved, and Shunan Company was approved to be the project company responsible for the preparation, construction and transfer of the project. On 6 April 2012, the Company won the bid to undertake the project, which involved 2 roads, i.e. Qinglan Road and the south extension line of Shuanghuang Road, with a total length of approximately 3.23 km. The estimated total investment amount is approximately RMB279,630,000, including land requisition and relocation fee of approximately RMB79,370,000 and expenditures for road construction and installation of relevant facilities of approximately R M B200,260,000. F r o m t h e d a t e o f i t s c o m m e n c e m e n t o f the construction to 31 March 2016, a total of approximately RMB187 million had been invested in Shuangliu Zongbao BT Project, accounting for approximately 66.87% of the estimated total investment of the project.

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(5) Real Estate Projects in Chengbei New Town of Renshou County On 30 January 2013, a resolution in relation to participation in the bidding for the land use rights of three state-owned construction land parcels in Chengbei New Town, Renshou County, Meishan City, Sichuan Province for the investment and development of real estate projects was approved by the office of the general manager (“Office of the General Manager”) of the Company. On 22 February 2013, the Company won the bid for the land use rights of such land parcels (with a total site area of 235,558.10 sq.m.) at a price of RMB920,160,000. In May 2013, Renshou Trading Landmark Company Limited (“Renshou Landmark Company”) was established to take full charge of the development and construction of the real estate project in Chengbei New Town, Renshou County. On 15 May 2014, Renshou Landmark Company won the bid for the land use rights of five state-owned construction land parcels (with a total site area of 194,810.52 sq.m.) in Chengbei New Town at a price of RMB787,100,000. At present, some realty projects have been completed and the pre-selling of which have commenced. As of 31 March 2016, the receipt in advance for the purchase of realty was approximately RMB89.158 million. (6) Renshou Gaotan BT Project On 3 January 2014, the Office of the General Manager of the Company considered and approved the investment in Renshou Gaotan BT Project. On 15 January 2014, the Company won the bid to undertake such projects, and on 28 January 2014, the Company entered into the Investment and Construction Contract in relation to the engineering construction projects including Gaotan Water Park, roads in the area of Gaotan Reservoir, landscape engineering of Central Business Avenue, Tianfu Renshou Avenue, underneath channel of Lingzhou Avenue and Renshou Avenue extension. The total estimated investment in these projects amounted to approximately RMB2,472 million (exclusive of land requisition, demolition costs and upfront fee. Relevant preliminary work and expenses for, inter alia, land requisition and demolition were borne by the tenderee). During the Reporting Period, in order to reduce the investment risks, and speed up the investment return, upon friendly negotiation, the Company and the Urban and Rural Construction Bureau of Renshou County entered into the Supplementary Agreement to Investment and Construction Contract (“Supplementary Agreement”), which adjusted and reduced the greening landscape engineering and internal road works of Gaotan Water Park, and the construction engineering from Tianfu Renshou Avenue G213 to Renshou Urban Section, amounting to investment reduction of approximately

– 12 –

RMB1.334 billion, and the total investment budget of Renshou Gaotan BT Project reduces from approximately RMB2.472 billion to total approximately RMB1.138 billion (see the Announcement of Sichuan Chengyu Concerning Change in External Investment (Announcement No: L2015–031) published by the Company on the Shanghai Securities News, the China Securities Journal and the website of Shanghai Stock Exchange (“SSE”) on 31 December 2015). The said project is fully in charge by Renshou Shunan Investment Management Company Limited (“Renshou Shunan Company”). The accumulated investment into Renshou Gaotan BT Project from the commencement date to 31 March 2016 was approximately RMB439 million, accounting for approximately 38.58% of the total investment budget after adjustment and reduction. (7) Renshou Shigao BT Project On 3 January 2014, the General Manager Office Meeting of the Company considered and approved the investment in Renshou Shigao BT Project. On 17 January 2014, the Company won the bid to undertake the project, and on 7 March 2014, the Company entered into the Investment and Construction Contract in relation to the engineering construction projects including section II of Shigao Avenue in Renshou Shigao Economic Development Zone, Tianfu New District, Gangtie Avenue, Qingshui Road and Ring Road (including road maintenance project of Artery No.1), south section of Zhanhua Road (including the business street and Quanlong River levee project) and Logistics Avenue (including storm sewage pipe network project of Huahai Avenue). The total estimated investment in these projects amounted to approximately RMB824 million (subject to the final financial review price). Renshou Shunan Company is in full charge of the project. From the date of its commencement of the construction to 31 March 2016, the accumulated investment for the road engineering project of Renshou Shigao BT Project was approximately RMB193 million, accounting for approximately 23.42% of the total investment amount for such project on budgetary estimation basis.

– 13 –

(8) Medium-long term syndicated loan In order to guarantee the construction funds for Suiguang-Suixi Expressways BOT Project are funded in time, upon approval by the Company, the syndicated loan contract in relation to Suiguang-Suixi Expressways BOT Project with China Development Bank as the leading bank was entered into in December 2013. The total syndicated facilities amounted to RMB8,330 million. The lending banks included China Development Bank, China Construction Bank, Industrial and Commercial Bank of China and Postal Savings Bank of China. As at 31 March 2016, an aggregate of RMB6,976 million of the loan had been drawn down by the Company. (9) Proposed issuance of corporate bonds In order to broaden financing channels and reduce finance costs, as well as raise funds for the medium and long term development of the Company and to ensure the continuous and stable growth of the operating efficiency of the Company, the Company convened an extraordinary general meeting on 5 February 2015, with reference to the analysis on the current bond market and the capital needs of the Company, and considered and approved the resolution in relation to the issuance of corporate bonds. On 8 July 2015, the Company received the Approval and Reply On Verification of the Public Offering of Corporate Bonds Made by Sichuan Expressway Company Limited to the Public Investors (《關於核准四川成渝高速公路股份有限公司向公眾投資者公開發行公司債券的批覆》) from China Securities Regulatory Commission (“CSRC”), whereby the Company was approved to issue corporate bonds to the public investors by installments of which the total face value amounted to not more than RMB1 billion.

– 14 –

(10) Introduction of Linkage Management Measures of the Charging Standards of Expressway Toll Fees and Construction and Service Quality in Sichuan Province Lin k a g e M a n a g e m e n t M e a s u r e s o f t h e C h a r g i n g S t a n d a r d s of Expressway Toll Income and Construction and Service Quality in Sichuan Province (“Linkage Management Measures”) was jointly published by the Department of Transportation of Sichuan Province, the Sichuan Development and Reform Commission and the Finance Department of Sichuan Province on 25 March 2016, and had been implemented since 1 April 2016. According to Linkage Management Measures, for expressways within the administrative area of Sichuan Province and in compliance with technological standards of expressways, passing the checking and being accepted as well as under operation, charging standards of the toll fees were in accordance with the quality of expressway construction and service. Within the charging standards approved by Sichuan Provincial People’s Government, floating management and annual adjustment were implemented. In particular, official charging standards of newly established expressway projects were determined subject to the construction quality assessment through checking: if the construction quality assessment is higher than 90 (inclusive), official charging standards will be approved based on trial charging standards. If it is lower than 90 but higher than 75 (inclusive), official charging standards will be approved based on 5% deduction of trial charging standards. If it is lower than 75, fees will not be charged based on national relevant requirements. For expressway projects under operation, floating management of charging standards was conducted in accordance with assessment on service and quality in five aspects including highway maintenance, toll service, service in the service zone, operating monitoring and emergency management and safe production management. If the annual assessment is higher than 85 (inclusive), fees will be charged based on charging standards approved by provincial government in the following year. If it is lower than 85, approval of charging standards in the following year will be based on deduction of 5% of charging standards approved by provincial government. If material safety production responsibility incidents occurred due to operation and management, or traffic congestion and unqualified service arising from operation and management, resulting in serious social negative impact, the charging standards in the following year will decrease by 5%. Implementation of Linkage Management Measures is beneficial to further enhancement of industrial regulation o f e x p re s s w a y s . T h e Gr o u p wi l l s t r e n g t h e n m a n a g e m e n t , and continuously improve construction and service quality of expressways.

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3.3 Performance of undertakings by the Company and Shareholders with more than 5% shareholding ✓ Applicable

Not applicable

Background of Type of Undertaking undertakings undertakings entity Commitments in the acquisition report or the report on change of equity

Other

Sichuan Transportation Investment Group Corporation “STI”)

Undertakings

Whether Time and Any timely and period of period for strictly undertaking performance performed

On 16 April 2010, the Sichuan Provincial Long term People’s Government set up STI. Sichuan Highway Development Holding Company’s holding of the Company’s 31.88% stateowned shares would be transferred to STI without compensation. During the transfer of state-owned shares, STI had the following undertakings: 1. In order to avoid industrial competition with the Company after the transfer of state-owned shares without compensation and protect the legitimate interests of all shareholders of the Company, especially the legitimate interests of minority shareholders, STI had the following undertakings: “(1) When STI was substantially maintaining the relationship with Sichuan Expressway Company Limited’s control of shares, STI will take effective measures to ensure that STI and companies with direct and indirect control were not engaged in business which constituted substantial industrial competition with Sichuan Expressway Company Limited. STI promised not to take advantage of the status of controlling shareholders and actual control capability of Sichuan Expressway Company Limited and be engaged in or participate in behavior which was prejudicial to the interests of other shareholders of Sichuan Expressway Company Limited.

– 16 –

Yes

Yes

Background of Type of Undertaking undertakings undertakings entity

Undertakings (2) STI and companies under its direct or indirect control were not involved in the same tenders of the same project with Sichuan Expressway Company Limited in bidding. Following Sichuan Expressway Company Limited’s request which was allowed by the tender side, STI and companies with direct and indirect control can sub-contract successfully bid section to Sichuan Expressway Company Limited involving relevant operation of Sichuan Expressway Company Limited’s main business in accordance with the fair market price. (3) When STI was substantially maintaining the relationship with Sichuan Expressway Company Limited’s control of shares, the above undertakings continued to be effective and irrevocable. During the above period, STI bore direct and indirect economic loss, claims responsibility and additional expenses due to a breach of the above undertakings to Sichuan Expressway Company Limited.”

– 17 –


Background of Type of Undertaking undertakings undertakings entity

Undertakings 2. In order to decrease and regulate related party transactions and safeguard the legitimate interests of the Company and its minority shareholders after completion of the acquisition, STI had the following undertakings: “STI would try to decrease and regulate related party transactions between STI and holding subsidiaries and Sichuan Expressway Company Limited. For any business dealings or transactions which cannot be avoided, they should be conducted in accordance with principles of fairness and equal compensation. The transaction price should be determined in accordance with the reasonable price which was recognized by the market. The transaction approval program should also be performed according to law while fulfilling the obligation to disclose information as required. STI and its holding subsidiaries promised not to damage the legitimate interests of Sichuan Expressway Company Limited and other shareholders through related party transactions. For a breach of the above undertakings resulting in losses of Sichuan Expressway Company Limited, STI and its holding subsidiaries would be responsible for compensation.”

– 18 –


Background of Type of Undertaking undertakings undertakings entity Undertaking related to the initial public offering

Other

China Merchants Huajian Highway Investment Company Limited (“Huajian Company”)

Undertakings


Long term On 27 July 2009, the Company’s A shares were listed on the Shanghai Stock Exchange and traded. During A shares listing process of Sichuan Chengyu, Huajian Company (Originally named as “Huajian Transportation and Economic Development Centre”) promised that “during the duration of Sichuan Expressway Company Limited, Huajian Company would not be engaged in business which would result in or may result in direct or indirect competition with Sichuan Expressway Company Limited’s main business in Sichuan province of China, including design, construction, operating fees, maintenance, management of high-grade highways, bridges, tunnels and other infrastructures etc. The letter of undertaking would become effective from the date of signature until the following situations occurred. Huajian Company or any of its subsidiaries no longer had a direct and indirect control position or significant impact.”

Yes

Yes

3.4 Warning and explanation on reasons for accumulated net profits from the beginning of the year to the end of the next reporting period may be recorded as loss or material change as compared to those of the corresponding period last year. Applicable

✓ Not applicable

Company name Sichuan Expressway Company Limited Legal Representative Zhou Liming Date 28 April 2016

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4 APPENDIX 4.1 Financial statements Consolidated Balance Sheet 31 March 2016 Prepared by: Sichuan Expressway Company Limited* Unit: yuan Currency: RMB Type of audit: unaudited

Item Current assets: Cash and bank balances Balances with clearing companies Placements with banks and other financial institutions Financial assets at fair value through profit and loss Derivative financial assets Bills receivable Accounts receivable Prepayments Premiums receivable Reinsurance accounts receivable Deposits receivable from reinsurance contracts Interest receivable Dividends receivable Other receivables Purchases of resold financial assets Inventories Assets classified as held for sale Non-current assets due within 1 year Other current assets Total current assets

– 20 –

Closing balance as at the end of the reporting period

Opening balance as at the beginning of this year

2,659,494,034.71

3,202,799,158.55

238,833,161.92 975,325,372.96

369,724,526.57 925,004,295.01

17,610,333.24

17,409,160.30

680,240,200.07

619,235,244.10

1,712,037,233.41

1,692,841,500.68

359,903,996.31

352,830,959.45

6,643,444,332.62

7,179,844,844.66

Unit: yuan Currency: RMB Type of audit: unaudited Closing balance as at the end of the reporting period


289,769,582.87

297,949,684.52

1,481,516,157.73 231,622,226.54 32,841,406.13 578,803,519.35 33,403,487.18

1,544,721,403.50 228,559,574.96 33,295,991.69 590,001,011.17 30,446,722.11

23,767,835,213.05

23,484,686,284.42

29,428,166.94 13,476,609.22 107,392,500.00

29,783,362.77 13,517,989.66 107,392,500.00

Total non-current assets

26,566,088,869.01

26,360,354,524.80

Total assets

33,209,533,201.63

33,540,199,369.46

Item Non-current assets: Loans and advances granted Available-for-sale financial assets Held-to-maturity investments Long-term receivables Long-term equity investment Investment properties Fixed assets Construction in progress Construction materials Disposal of fixed assets Productive biological assets Oil and gas assets Intangible assets Development expenses Goodwill Long-term deferred expenses Deferred income tax assets Other non-current assets

– 21 –

Unit: yuan Currency: RMB Type of audit: unaudited

Item Current liabilities: Short-term borrowings Loans from central bank Deposit taking and deposit in inter-bank market Placements from banks and other financial institutions Financial liabilities at fair value through profit and loss Derivative financial liabilities Bills payable Accounts payable Advance receipts Disposal of repurchased financial assets Fee and commission payable Salaries payable Taxes payable Interest payable Dividends payable Other payables Reinsurance accounts payable Reserve for insurance policies Customer deposits for trading in securities Customer deposits for underwriting securities Liabilities classified as held for sale Non-current liabilities due within 1 year Other current liabilities Total current liabilities

– 22 –



370,000,000.00

370,000,000.00

1,619,036,258.95 285,894,592.90

2,576,439,894.85 149,431,860.78

39,006,061.71 282,972,189.46 95,618,205.99

82,599,472.08 306,288,363.16 93,116,112.23

773,528,775.70

856,659,559.47

809,050,425.51 6,793,785.17

819,050,425.51 6,793,785.17

4,281,900,295.39

5,260,379,473.25



12,254,894,299.00 2,800,000,000.00

11,954,894,299.00 2,800,000,000.00

138,500,000.00

138,500,000.00

1,640,000.00

1,640,000.00

75,240,147.41 11,107,028.81

75,516,016.97 12,624,305.70

Total non-current liabilities

15,281,381,475.22

14,983,174,621.67

Total liabilities

19,563,281,770.61

20,243,554,094.92

Item Non-current liabilities: Long-term loans Debentures payable Including: Preference share Perpetual bonds Long-term payables Long-term salaries payable Special payables Estimated liabilities Deferred income Deferred income tax liabilities Other non-current liabilities

– 23 –


Item



3,058,060,000.00

3,058,060,000.00

1,846,455,903.17

1,846,455,903.17

26,879,599.72 24,944,130.84 3,862,903,089.39

33,542,424.48 22,551,616.84 3,862,903,089.39

Owners’ equity Share capital Other equity instruments Including: Preference share Perpetual bonds Capital reserve Less: Treasury stock Other comprehensive income Special reserve Surplus reserve General risk reserve Undistributed profit Total equity attributable to owners of the Company

4,036,596,061.25

3,695,749,056.60

12,855,838,784.37

12,519,262,090.48

Minority interests Total owners’ equity

790,412,646.65 13,646,251,431.02

777,383,184.06 13,296,645,274.54

Total liabilities and owners’ equity

33,209,533,201.63

33,540,199,369.46

Legal representative: Zhou Liming

Person in charge of accounting: Li Wenhu

– 24 –

Head of accounting department: Sun Ou

Balance Sheet of the Company 31 March 2016 Prepared by: Sichuan Expressway Company Limited* Unit: yuan Currency: RMB Type of audit: unaudited

Item Current assets: Cash and bank balances Financial assets at fair value through profit and loss Derivative financial assets Bills receivable Accounts receivable Prepayments Interest receivable Dividends receivable Other receivables Inventories Assets classified as held for sale Non-current assets due within 1 year Other current assets Total current assets

– 25 –



1,215,913,151.89

1,247,148,709.37

3,298,141.74 17,199,614.17

3,217,481.19 17,185,611.80

1,100,656,833.47 196,561.46

1,114,975,114.07 196,561.46

2,337,264,302.73

2,382,723,477.89



266,675,681.62

271,953,166.84

2,299,864,880.00 4,890,430,130.35 34,052,938.21 353,051,061.90 2,404,524.00

2,179,864,880.00 4,587,367,478.77 34,506,753.31 363,703,075.78 2,180,289.00

11,779,607,890.97

11,880,387,526.74

12,305,089.86

12,346,470.30

Total non-current assets

19,638,392,196.91

19,332,309,640.74

Total assets

21,975,656,499.64

21,715,033,118.63

Item Non-current assets: Available-for-sale financial assets Held-to-maturity investments Long-term receivables Long-term equity investment Investment properties Fixed assets Construction in progress Construction materials Disposal of fixed assets Productive biological assets Oil and gas assets Intangible assets Development expenses Goodwill Long-term deferred expenses Deferred income tax assets Other non-current assets

– 26 –



350,000,000.00

350,000,000.00

87,506,321.69 27,851,900.40 8,228,092.46 108,190,330.94 84,536,111.45

141,637,414.43 26,929,571.74 32,038,354.55 81,795,499.43 80,254,896.13

287,259,864.67

341,134,031.72

799,050,425.51 6,793,785.17

799,050,425.51 6,793,785.17

1,759,416,832.29

1,859,633,978.68

5,092,394,299.00 2,800,000,000.00

5,092,394,299.00 2,800,000,000.00

75,240,147.41 3,194,396.19

75,516,016.97 3,986,018.97

Total non-current liabilities

7,970,828,842.60

7,971,896,334.94

Total liabilities

9,730,245,674.89

9,831,530,313.62

Item Current liabilities: Short-term borrowings Financial liabilities at fair value through profit and loss Derivative financial liabilities Bills payable Accounts payable Advance receipts Salaries payable Taxes payable Interest payable Dividends payable Other payables Liabilities classified as held for sale Non-current liabilities due within 1 year Other current liabilities Total current liabilities Non-current liabilities: Long-term loans Debentures payable Including: Preference share Perpetual bonds Long-term payables Long-term salaries payable Special payables Estimated liabilities Deferred income Deferred income tax liabilities Other non-current liabilities

– 27 –



3,058,060,000.00

3,058,060,000.00

1,840,328,300.42

1,840,328,300.42

18,101,578.49

22,587,440.93

3,620,654,273.65 3,708,266,672.19

3,620,654,273.65 3,341,872,790.01

Total owners’ equity

12,245,410,824.75

11,883,502,805.01

Total liabilities and owners’ equity

21,975,656,499.64

21,715,033,118.63

Item Owners’ equity Share capital Other equity instruments Including: Preference share Perpetual bonds Capital reserve Less: Treasury stock Other comprehensive income Special reserve Surplus reserve Undistributed profit



– 28 –


Consolidated Income Statement January to March 2016 Prepared by: Sichuan Expressway Company Limited* Unit: yuan Currency: RMB Type of audit: unaudited

Item I.

Total revenue from operations Including: Operating revenue Interest income Premium earned Fee and commission income

II. Total cost of operations Including: Operating cost Interest expenses Fee and commission expenses Surrender payment Net expenditure for compensation payments Net provision for insurance deposits Policyholder dividend expenses Reinsurance costs Business tax and surcharges Selling expenses Administrative expenses Finance costs Asset impairment losses Add: Gains from changes in fair value (loss is represented by “-”) Investment income (loss is represented by “-”) Including: Gains from investment in associates and joint ventures Gains from foreign currencies exchange (loss is represented by “-”)

– 29 –

Amount for the period

Amount for the previous period

1,644,335,353.36 1,644,335,353.36

1,456,435,450.49 1,456,435,450.49

1,221,836,645.82 1,014,499,103.09

1,113,205,629.57 901,162,815.14

44,618,938.64 13,503,799.39 42,470,123.25 106,744,681.45 0.00

42,383,278.73 16,458,265.80 41,636,917.23 111,564,352.67 0.00

3,062,651.58

4,305,139.61

3,062,651.58

4,242,359.31


Item III. Operating profit (loss is represented by “-”) Add: Non-operating income Including: Gains from disposal of non-current assets Less: Non-operating expenses Including: Loss from disposal of non-current assets IV. Total profit (total loss is represented by “-”) Less: Income tax expenses V. Net profit (net loss is represented by “-”) Net profit attributable to owners of the Company Minority interests VI. Net other comprehensive income after tax Net other comprehensive income after tax attributable to shareholders of the Company (1) Other comprehensive income that can not be reclassified to profit and loss in subsequent periods 1. Changes in net liabilities or net assets arising from the re-measurement of defined benefit plans 2. Share of other comprehensive income of investee that cannot be subsequently reclassified to profit and loss under equity method

– 30 –



425,561,359.12 3,905,136.87

347,534,960.53 3,985,355.40

189,353.58

3,000.00 118,015.19 2,440.35

429,277,142.41 77,720,524.44

351,402,300.74 59,993,452.18

351,556,617.97

291,408,848.56

340,847,004.65 10,709,613.32

286,782,237.93 4,626,610.63

-6,662,824.76

-2,039,640.23

-6,662,824.76

-2,039,640.23

Unit: yuan Currency: RMB Type of audit: unaudited Amount for the period


-6,662,824.76

-2,039,640.23

-6,662,824.76

-2,039,640.23

344,893,793.21

289,369,208.33

334,184,179.89

284,742,597.70

10,709,613.32

4,626,610.63

0.1115 0.1115

0.0938 0.0938

Item (2) Other comprehensive income that will be subsequently reclassified to profit and loss 1. Share of other comprehensive income of investee that will be subsequently reclassified to profit and loss under equity method 2. Gains and losses from changes in fair value of available-for-sale financial assets 3. Gains and losses from held-to maturity investment reclassified as available-for-sale financial assets 4. Effective part of hedging gains and losses from cash flows 5. Exchange differences from retranslation of financial statements 6. Others Net other comprehensive income after tax attributable to minority shareholders VII. Total comprehensive income Total comprehensive income attributable to owners of the Company Total comprehensive income attributable to minority shareholders VIII. Earnings per share: (1) Basic earnings per share (RMB/share) (2) Diluted earnings per share (RMB/share) Legal representative: Zhou Liming


– 31 –


Income Statement of the Company January to March 2016 Prepared by: Sichuan Expressway Company Limited* Unit: yuan Currency: RMB Type of audit: unaudited Amount for the period


I. Operating revenue Less: Operating cost Business tax and surcharges Selling expenses Administrative expenses Finance costs Asset impairment losses Add: Gains from changes in fair value (loss is represented by “-”) Investment income (loss is represented by “-”) Including: Gains from investment in associates and joint ventures

619,420,921.43 185,208,249.58 21,669,641.05

609,367,024.24 199,720,976.05 21,482,809.31

10,646,049.75 94,559,843.50

11,482,834.60 101,510,860.59

103,062,651.58

4,305,139.61

3,062,651.58

4,242,359.31

II. Operating profit (loss is represented by “-”) Add: Non-operating income Including: Gains from disposal of non-current assets Less: Non-operating expenses Including: Loss from disposal of non-current assets

410,399,789.13 2,593,706.50

279,474,683.30 2,550,450.90

129,396.28

117,561.28

III. Total profit (total loss is represented by “-”) Less: Income tax expenses

412,864,099.35 46,470,217.17

281,907,572.92 41,649,782.03

IV. Net profit (net loss is represented by “-”)

366,393,882.18

240,257,790.89

Item

– 32 –

2,440.35



-4,485,862.44

-1,373,223.19

-4,485,862.44

-1,373,223.19

-4,485,862.44

-1,373,223.19

VI. Total comprehensive income

361,908,019.74

238,884,567.70

VI. Earnings per share: (1) Basic earnings per share (RMB/share) (2) Diluted earnings per share (RMB/share)

0.1198

0.0786

0.1198

0.0786

Item V. Net other comprehensive income after tax (1) Other comprehensive income that can not be reclassified to profit and loss in subsequent periods 1. Changes in net liabilities or net assets arising from the re-measurement of defined benefit plans 2. Share of other comprehensive income of investee that cannot be subsequently reclassified to profit and loss under equity method (2) Other comprehensive income that will be subsequently reclassified to profit and loss 1. Share of other comprehensive income of investee that will be subsequently reclassified to profit and loss under equity method 2. Gains and losses from changes in fair value of available-for sale financial assets 3. Gains and losses from held-to maturity investment reclassified as available-for sale financial assets 4. Effective part of hedging gains and losses from cash flows 5. Exchange differences from retranslation of financial statements 6. Others


Person in charge of accounting: Li Wenhu – 33 –

Head of accounting department: Sun Qu

Consolidated Cash Flow Statements January to March 2016 Prepared by: Sichuan Expressway Company Limited* Unit: yuan Currency: RMB Type of audit: unaudited

Item I. Cash flows from operating activities: Cash received from selling goods and rendering services Net increase in deposits from customers and placements from banks and other financial institutions Net increase in borrowings from central bank Net increase in placements from other financial institutions Cash received from premiums of original insurance contracts Net cash received from reinsurance business Net increase in deposits from policy holders and investments Net increase in disposal of financial assets at fair value through profit and loss Cash received from interest, handling charges and commissions Net increase in placements from banks and other financial institutions Net increase in repurchased business fund Tax rebate received Other cash received relating to operating activities Sub-total of cash inflow from operating activities

– 34 –



2,385,493,794.18

1,976,343,682.14

15,325,632.79

26,192,084.89

2,400,819,426.97

2,002,535,767.03


Item Cash paid for purchasing goods and receiving services Net increase in loans and advances to customers Net increase in placements with central bank and other financial institutions Cash paid for claims on original insurance contracts Cash payment for interest, handling charges and commissions Cash payment for policy holder dividend Cash paid to and on behalf of employees Taxes and surcharges paid Other cash paid relating to operating activities Sub-total of cash outflow from operating activities

Net cash flows from operating activities

– 35 –



1,720,442,925.88

1,329,931,709.37

155,777,477.02 138,741,585.94

157,169,174.12 113,328,306.86

38,101,723.66

132,811,144.93

2,053,063,712.50

1,733,240,335.28

347,755,714.47

269,295,431.75


Item


II. Cash flows from investing activities: Cash received from disposal of investments Cash received from return on investments Net cash received from disposal of fixed assets, intangible assets and other long-term assets Net cash received from disposal of subsidiaries and other business entities Other cash received relating to investing activities

91,239,834.53

67,686,104.66

Sub-total of cash inflow from investing activities

91,239,834.53

68,328,924.96

952,447,286.38

1,219,017,292.34

56,835,112.50

7,027,170.81

1,009,282,398.88

1,226,044,463.15

-918,042,564.35

-1,157,715,538.19

Cash paid for acquisition of fixed assets, intangible assets and other long-term assets Cash paid for investment Net increase in pledged loans Net cash paid for acquisition of subsidiaries and other business entities Other cash paid relating to investing activities Sub-total of cash outflow from investing activities

Net cash flows from investing activities

– 36 –

62,780.30

580,040.00

Unit: yuan Currency: RMB Type of audit: unaudited Item III. Cash flows from financing activities: Cash received from investments Including: Cash received by subsidiaries from minority shareholders’ investment Cash received from borrowings Cash received from issue of debentures Other cash received relating to financing activities Sub-total of cash inflow from financing activities Cash paid for repayment of liabilities Cash paid for dividends, profits distribution or interest repayment Including: Dividend and profit paid by subsidiaries to minority shareholders Other cash paid relating to financing activities Sub-total of cash outflow from financing activities




320,000,000.00

920,000,000.00

320,000,000.00

920,000,000.00

30,000,000.00

254,545,457.00

207,279,849.00

214,881,061.56

70,560.00 237,350,409.00

469,426,518.56

82,649,591.00

450,573,481.44

IV. Effect on cash and cash equivalents due to change in foreign currency exchange rate V. Net increase in cash and cash equivalents Add: Balance of cash and cash equivalents at the beginning of the period

-487,637,258.88

-437,846,625.00

3,067,607,224.12

3,617,552,170.38

VI. Balance of cash and cash equivalents at the end of the period

2,579,969,965.24

3,179,705,545.38



– 37 –


Cash Flow Statements of the Company January to March 2016 Prepared by: Sichuan Expressway Company Limited* Unit: yuan Currency: RMB Type of audit: unaudited Amount for the period


559,285,613.46

549,319,907.96

9,950,157.31

16,376,256.94

569,235,770.77

565,696,164.90

94,557,235.20 90,477,043.12 40,776,815.54

60,286,030.17 92,020,227.97 51,539,259.92

8,539,947.90

3,449,080.30

Sub-total of cash outflow from operating activities

234,351,041.76

207,294,598.36

334,884,729.01

358,401,566.54

Item I. Cash flows from operating activities: Cash received from selling goods and rendering services Tax rebate received Other cash received relating to operating activities Sub-total of cash inflow from operating activities Cash paid for purchasing goods and receiving services Cash paid to and on behalf of employees Taxes and surcharges paid Other cash paid relating to operating activities

Net cash flows from operating activities

– 38 –


Item II. Cash flows from investing activities: Cash received from disposal of investments Cash received from return on investments Net cash received from disposal of fixed assets, intangible assets and other long-term assets Net cash received from disposal of subsidiaries and other business entities Other cash received relating to investing activities Sub-total of cash inflow from investing activities



100,000,000.00

62,780.30

580,040.00

168,486,415.02

111,689,221.01

268,486,415.02

112,332,041.31

Cash paid for acquisition of fixed assets, intangible assets and other long-term assets Cash paid for investment Net cash paid for acquisition of subsidiaries and other business entities Other cash paid relating to investing activities

32,759,381.75 300,000,000.00

251,075,209.54

130,876,498.00

155,027,170.81

Sub-total of cash outflow from investing activities

463,635,879.75

406,102,380.35

-195,149,464.73

-293,770,339.04

Net cash flows from investing activities

– 39 –


Item


III. Cash flows from financing activities: Cash received from investments Cash received from borrowings Other cash received relating to financing activities Sub-total of cash inflow from financing activities Cash paid for repayment of liabilities Cash paid for dividends, profits distribution or interest repayment Other cash paid relating to financing activities

254,545,457.00 115,232,396.80

153,605,541.33

70,560.00

Sub-total of cash outflow from financing activities

115,302,956.80

408,150,998.33

-115,302,956.80

-408,150,998.33


IV. Effect on cash and cash equivalents due to change in foreign currency exchange rate V. Net increase in cash and cash equivalents Add: Balance of cash and cash equivalents at the beginning of the period

24,432,307.48

-343,519,770.83

1,112,093,840.94

1,427,076,500.94

VI. Balance of cash and cash equivalents at the end of the period

1,136,526,148.42

1,083,556,730.11



4.2 Auditor’s reports Applicable

✓ Not applicable

– 40 –


This announcement is published in both Chinese and English languages. In case of any discrepancy, the Chinese version shall prevail. By order of the Board Sichuan Expressway Company Limited* Zhang Yongnian Company Secretary Chengdu, Sichuan, the PRC 28 April 2016 As at the date of this announcement, the Board comprises Mr. Zhou Liming (Chairman), Mr. Gan Yongyi (Vice Chairman) as executive Directors, Mr. Wu Xinhua (Vice Chairman), Mr. Tang Yong, Mr. Huang Bin, Mr. Wang Shuanming and Mr. Ni Shilin as non-executive Directors, and Mr. Sun Huibi, Mr. Guo Yuanxi, Mr. Chen Weizheng and Mr. Yu Haizong as independent non-executive Directors. * For identification purposes only

– 41 –