Jiangsu Expressway Company Limited (Jiangsu Expressway) plans to lend up to RMB4.30 billion to four majority-owned subsidiaries—Wufengshan Toll Bridge, Guangjing Xicheng Expressway, Yichang Expressway and Changyi Expressway—to refinance existing project loans, replenish working capital and meet other lawful funding needs.
• Loan allocation and terms – Wufengshan Toll Bridge: ceiling of RMB1.80 billion; tenor three years starting 15 Dec 2026. – Guangjing Xicheng Expressway: ceiling of RMB1.50 billion; tenor three years starting 1 Jul 2026. – Yichang Expressway: ceiling of RMB0.50 billion; tenor three years starting 1 Oct 2026. – Changyi Expressway: ceiling of RMB0.50 billion; tenor three years starting 1 Oct 2026.
Interest on each facility will mirror the prevailing coupon of Jiangsu Expressway’s yet-to-be-issued direct financing products; all issuance and servicing costs will be borne by each borrower. No guarantees are required.
• Connected-transaction status – Under Hong Kong Listing Rules, all four borrowers are “connected subsidiaries” because Jiangsu Expressway’s major shareholders—Jiangsu Communications Holding and China Merchants Expressway—each control more than 10 % voting rights in the respective entities. – The highest applicable percentage ratio exceeds 5 %, triggering announcement, circular and independent shareholder approval requirements (Chapter 14A). – Connected directors abstained from the 11th Board’s 20th meeting vote; the proposal passed with independent directors’ support.
• Next steps – An independent financial adviser will be appointed. – The loans will be tabled at the 2025 annual general meeting; a circular is targeted for dispatch to H-shareholders by 22 May 2026. – Drawdown is conditional on both independent shareholder approval and the successful issuance of Jiangsu Expressway’s financing products.
• Rationale and impact Management expects the intragroup funding structure to optimise overall debt management and lower subsidiaries’ financing costs without impairing Jiangsu Expressway’s liquidity or operations. As of this announcement, the company’s outstanding financial assistance to group entities totals RMB1.88 billion, representing 4.54 % of latest audited net assets.
The transactions do not constitute a material asset restructuring under PRC regulations. Shareholders and investors are advised that the facilities may not proceed if the stated conditions precedent are not met.