09:19     ANHUIEXPRESSWAY<00995> - Announcement (4)                           

    Acquisition constitutes a connected transaction for the Company under     
    Rule 14A.13 of the Hong Kong Listing Rules and the rule of the            
    Shanghai Stock Exchange, and is subject to, among other things, the       
    approval of the Independent Shareholders. In addition, the                
    Acquisition constitutes a discloseable transaction under the Hong         
    Kong Listing Rules. In view of AEHC's interest in the Acquisition,        
    AEHC and its Associates will abstain from voting on the ordinary          
    resolution in respect of the Acquisition at the AGM.                      
                                                                              
    An Independent Board Committee has been formed to advise the              
    Independent Shareholders in relation to the Acquisition and Watterson     
    Asia Limited has been appointed as the independent financial adviser      
    to advise the Independent Board Committee and Independent                 
    Shareholders.                                                             
                                                                              
    A circular containing, among other things, details of the                 
    Acquisition, the letter of recommendation from the Independent Board      
    Committee, the letter of advice from the independent financial            
    advisor to the Independent Board Committee and Independent                
    Shareholders, and a notice of the AGM will be despatched to the H         
    share shareholders of the Company as soon as practicable.                 
                                                                              
    In this announcement, unless the context otherwise requires, the          
    following terms shall have the following meanings:                        
                                                                              
    `Acquired Interest'            49% of the interest in the                 
                                   registered capital of the JV               
                                   and the outstanding                        
                                   shareholders' loan of the JV               
                                   owed to AEHC                               
    `Acquisition'                  the acquisition of the                     
                                   Acquired Interest pursuant to              
                                   the Acquisition Agreement                  
    `Acquisition Agreement'        the sale and purchase                      
                                   agreement entered into                     
                                   between AEHC and the Company               
                                   dated 4th March, 2005,                     
                                   pursuant to which AEHC has                 
                                   agreed to sell and the                     
                                   Company has agreed to                      
                                   purchase AEHC's Acquired                   
                                   Interest                                   
    `AEHC'                          (Anhui Expressway Holding                 
                                   Corporation), a state-owned                
                                   enterprise established in the              
                                   PRC and the controlling                    
                                   shareholder of the Company                 
                                   which is interested in                     
                                   approximately 32.5% of the                 
                                   issued share capital of the                
                                   Company                                    
    `AGM'                          the Annual General Meeting of              
                                   the Company                                
    `Associate(s)'                 has the meaning ascribed                   
                                   thereto under the Hong Kong                
                                   Listing Rules                              
    `Board'                        the board of directors of the              
                                   Company                                    
    `Company'                      Anhui Expressway Company                   
                                   Limited, a company                         
                                   incorporated in the PRC with               
                                   limited liability as a joint               
                                   stock limited company, the                 
                                   overseas foreign listed                    
                                   shares of which are listed in              
                                   the Hong Kong Stock Exchange               
                                   and domestic ordinary shares               
                                   of which are listed on                     
                                   (Shanghai Stock Exchange) in               
                                   the PRC                                    
    `Completion'                   completion of the Acquisition              
                                   Agreement which will take                  
                                   place immediately after the                
                                   JV is dissolved and the                    
                                   concession right of Gaojie                 
                                   Expressway and other relevant              
                                   assets of the JV are                       
                                   transferred to the Company                 
    `Gaojie Expressway'            a section of an expressway in              
                                   Anhui Province from Gaohe to               
                                   Jiezidun with a distance of                
                                   approximately 109.7                        
                                   kilometres                                 
    `Group'                        the Company and its                        
                                   subsidiaries                               
    `Hong Kong Listing Rules'      the Rules Governing the                    
                                   Listing of Securities on The               
                                   Hong Kong Stock Exchange                   
                                   Limited                                    
    `Hong Kong Stock Exchange'     The Stock Exchange of Hong                 
                                   Kong Limited                               
    `Independent Board Committee'  an independent committee of                
                                   the board of directors of the              
                                   Company comprising Zhang