ANHUI EXPRESSWAY COMPANY LIMITED
ARTICLES OF ASSOCIATION
CHAPTER 3 SHARES AND REGISTERED CAPITAL
Article 17 The Company shall at all times have ordinary shares. The Company may, in
accordance with its requirements and upon the approval of the companies
supervisory department authorised by the State Council, create other classes
(Mandatory Provision 11)
Shares issued by the Company shall be public, fair and justice. Shares of
Article 18 equal value enjoy equal rights and equal return.
Article 19 Shares issued by the Company shall have a nominal value. Each share shall
have a nominal value of RMB1.
(Mandatory Provision 12)
Article 20 The Company may issue shares to domestic investors and foreign investors
upon the approval of the securities regulatory department of the State
For the purposes of the preceding paragraph, “foreign investors” means
investors from a territory outside the PRC or the territories of Hong Kong,
Macau and Taiwan who subscribe for shares issued by the Company;
“domestic investors” means investors from within the People’s Republic of
China other than from the aforesaid territories who subscribe for shares
issued by the Company.
(Mandatory Provision 13)
Article 21 Shares issued by the Company to domestic investors which are subscribed
for in Renminbi are called domestic shares. Shares issued by the Company
to foreign investors which are subscribed for in foreign currencies are called
foreign shares. Domestic which are listed inside the Mainland China are
called domestic listed shares. Foreign shares which are listed overseas are
called overseas listed foreign shares.
(Mandatory Provision 14)
Article 22 The domestic shares of the Company are centralised to be held by China
Securities Central Clearing and Registration Corporation Shanghai Branch.
Article 23 The total number of ordinary shares which may be issued by the Company at
the time of its establishment as approved by the State Restructuring
Commission was 915,600,000 shares. Such 915,600,000 shares were issued
to the promoter and represents 100 per cent of the total number of ordinary
shares which could be issued by the Company. Such shares are held by
Anhui Expressway Holding Corporation. According to the approval (Cai
Guan Zi  No. 156) issued by Ministry of Finance, AEHC signed the
“Transfer of State-Owned Shares Contract” with Hua Jian Transportation
Economic Development Center (“Huanjain Center”) on 21 January 2001,
AEHC holds 538,740,000 shares of the Company, representing 58.84% of
the total number of ordinary shares which could be issued by the Company;
Huajian Center holds 376,860,000 shares of the Company, representing
41.16% of the total number of ordinary shares which could be issued by the
(Mandatory Provision 15)
Article 24 As approved by Zheng Wen Fa (1996) No.31 issued by the State Council
Securities Commission on 9th October 1996, the Company issued
493,010,000 overseas listed foreign shares (H Shares), to the foreign
investors, which was listed on The Stock Exchange of Hong Kong Limited
on 13th November 1996.
As approved by Zheng Jian Zi (2002) No.124 issued by the China Securities
Regulatory Committee on 6th November 2002, the Company issued
250,000,000 domestic listed shares (A Shares) which was listed on The
Stock Exchange of Shanghai on 7th January 2003.
The structure of the share capital of the Company shall be: 1,658,610,000
ordinary shares of which 538,740,000 shares are held by the promoter,
Anhui Expressway Holding Corporation, 376,860,000 shares held by Hua
Jian Transportation Economic Development Centre, 493,010,000 shares
held by holders of overseas listed foreign shares and 250,000,000 held by
holders of domestic listed shares. All shares are ordinary shares and ranking
pari passu in all respect.
(Mandatory Provision 16)
Article 25 Subject to the approval of such plan by the securities regulatory authority of
the State Council, the board of directors of the Company may make
arrangements for the implementation of its plan for the separate issues of
overseas listed foreign shares and domestic shares.
The Company's plan for the separate issues of overseas listed foreign shares
and domestic shares may be implemented separately in accordance with the
above provision within 15 months of the date of approval by the State
Council Securities Commission.
(Mandatory Provision 17)
Article 26 Of the total number of shares specified in an issue plan of the Company
involving overseas listed foreign shares and domestic shares, each type of
shares shall be fully subscribed at one time. Where there are special
circumstances which render it impossible for any type of shares to be fully
subscribed at any one time, multiple issues may be made subject to the
approval of the State Council Securities Commission.
(Mandatory Provision 18)
Article 27 The registered capital of the Company RMB1,658,610,000.
(Mandatory Provision 19)
Article 28 The Company may, in accordance with the procedures prescribed by these
Articles, approve the increase of its share capital based on its business and
The following methods may be used by the Company to increase its capital:
(1) offering new shares to investors who are not selected on any
(2) placing new shares to existing shareholders;
(3) abonus issue of shares to existing shareholders; and
(4) any other method permitted under PRC laws and administrative
In increasing the capital of the Company through an issue of new shares, the
Company shall, after obtaining approvals in accordance with the
requirements of these Articles, implement the same in accordance with the
procedures prescribed by relevant PRC laws and administrative regulations.
(Mandatory Provision 20)
Article 29 Following an increase in capital, the Company shall register such increase
with the companies registration authority and make a public announcement.
Article 30 Unless otherwise prescribed by law or administrative regulations, shares of
the Company are freely transferable and are free from all liens.
(Mandatory Provision 21; SEHK Listing Rules Appendix 3-1(2))