Common use of CONFIRMATION OF THE BOARD Clause in Contracts

CONFIRMATION OF THE BOARD. At the forty-fourth meeting of the ninth session of the Board of the Company held on 28 March 2024, the resolution in relation to the approval of the General Contracting Agreement was considered and approved. Xxxxx Xxxxxxxx, and Xxxx Xxxxxx, then directors of the Company, are directors or senior management of Anhui Transportation Holding Group and/ or directors nominated by Anhui Transportation Holding Group. Therefore, Xxxxx Xxxxxxxx and Xxxx Xxxxxx were considered to have interests in the General Contracting Agreement, and have abstained from voting on the resolution on the connected transaction under the General Contracting Agreement under the Listing Rules. Save as aforesaid, none of the directors has any material interests in the General Contracting Agreement and is required to abstain from voting on the relevant Board resolution. The Board (including the independent non-executive directors) considers that the transaction under the General Contracting Agreement is (i) fair and reasonable; (ii) conducted on normal commercial terms or better terms in the ordinary and usual course of business of the Company; and (iii) in the interests of the Company and its shareholders as a whole. Anhui Transportation Holding Group is currently holding approximately 31.63% of the total issued shares of the Company, and is the controlling shareholder and a connected person of the Company as defined under the Listing Rules. As ATEGC is a wholly-owned subsidiary of Anhui Transportation Holding Group, under Chapter 14A of the Listing Rules, ATEGC is an associate of Anhui Transportation Holding Group and is therefore also a connected person of the Company. Accordingly, the transaction under the General Contracting Agreement constitute connected transaction of the Company. As one or more of the applicable percentage ratios in respect of the transaction contemplated under the General Contracting Agreement is more than 0.1% but all are less than 5%, the transaction contemplated under the General Contracting Agreement is exempted from the requirement of approval by independent shareholders of the Company, but shall be subject to the announcement and annual reporting requirements under Chapter 14A of the Listing Rules.

CONFIRMATION OF THE BOARD. At the forty-fourth meeting of the ninth session of the The Board of the Company held on 28 March 2024, has considered and approved the resolution in relation to on the approval of the General Contracting Agreement was considered and approvedOperating Rights Lease Agreement. Xxxxx Xxxxxxxx, Xxxx Xxxxxxxxx, Xxx Xxxxxxxx and Xxxx Xxxxxx, then the directors of the Company, are directors or senior management of Anhui Transportation Holding Group and/ or and/or the directors nominated by Anhui Transportation Holding Group. Therefore, Xxxxx Xxxxxxxx, Xxxx Xxxxxxxxx, Xxx Xxxxxxxx and Xxxx Xxxxxx were are considered to have interests in the General Contracting Operating Rights Lease Agreement, and have abstained from voting on the resolution on the connected transaction under the General Contracting Operating Rights Lease Agreement under the Listing Rules. Save as aforesaid, none of the directors has any material interests in the General Contracting Operating Rights Lease Agreement and or is required to abstain from voting on the relevant Board resolution. The Board After considering the abovementioned reasons and benefits, the directors of the Company (including the independent non-executive directors) considers are of the view that the transaction under terms of the General Contracting Operating Rights Lease Agreement is (i) and the Annual Caps are fair and reasonable; (ii) conducted reasonable and are on normal commercial terms or better terms terms, and such continuing connected transactions under the Operating Rights Lease Agreement are conducted in the ordinary and usual course of business of the Company; Company and (iii) in the interests of the Company and its shareholders as a whole. Anhui Transportation Holding Group is currently holding holds approximately 31.63% of the total Company’s issued shares of the Company, and shares. Anhui Transportation Holding Group is the a controlling shareholder and a connected person of the Company as defined under within the meaning of the Listing Rules. As ATEGC at the date of this announcement, as Yida Company is a wholly-owned subsidiary of Anhui Transportation Holding Group, under Chapter 14A of the Listing Rules, ATEGC Yida Company is an associate of Anhui Transportation Holding Group and is therefore also a connected person of the Company. AccordinglyTherefore, the transaction contemplated under the General Contracting Operating Rights Lease Agreement constitute constitutes continuing connected transaction of the Company. As one or more of the highest applicable percentage ratios Percentage Ratio in respect of the transaction contemplated continuing connected transactions under the General Contracting Operating Rights Lease Agreement is more than exceeds 0.1% but all are is less than 5%% on an annual basis, and the transactions are conducted on normal commercial terms, such continuing connected transaction contemplated under the General Contracting Agreement is exempted exempt from the requirement of independent shareholders’ approval by independent shareholders of the Companyrequirement, but shall be subject to the announcement relevant announcement, annual reporting and annual reporting review requirements under Chapter 14A of the Listing Rules.

CONFIRMATION OF THE BOARD. At the forty-fourth meeting of the ninth session of the The Board of the Company held on 28 March 2024, has considered and approved the resolution in relation to the approval of the General Contracting Agreement was considered and approvedHousing Construction Agreement. Xxxxx Xxxxxxxx, Xxxxxxxx and Xxxx Xxxxxx, then directors of the Company, are directors or senior management of Anhui Transportation Holding Group and/ or and/or directors nominated by Anhui Transportation Holding Group. Therefore, Xxxxx Xxxxxxxx and Xxxx Xxxxxx were are considered to have interests in the General Contracting transaction under the Housing Construction Agreement, and have abstained from voting on the resolution on the continuing connected transaction under the General Contracting Housing Construction Agreement under the Listing Rules. Save as aforesaid, none of the directors has any material interests in the General Contracting transaction under the Housing Construction Agreement and is required to abstain from voting on the relevant Board resolution. The Board (including the independent non-executive directorsdirectors of the Company) considers are of the view that the transaction under the General Contracting Housing Construction Agreement is (i) and its annual caps are fair and reasonable; (ii) conducted , the transaction is on normal commercial terms or better terms and conducted in the ordinary and usual course of business of the Company; Group, and (iii) is in the interests of the Company and its shareholders as a whole. Anhui Transportation Holding Group is currently holding approximately 31.63% of the total issued shares of the Company, and is the controlling shareholder and a connected person of the Company as defined under the Listing Rules. As ATEGC ATCEGC is a wholly-owned subsidiary of Anhui Transportation Holding Group, under Chapter 14A of the Listing Rules, ATEGC ATCEGC is an associate (as defined under the Listing Rules) of Anhui Transportation Holding Group and is therefore also a connected person of the Company. Accordingly, the transaction under the General Contracting Housing Construction Agreement constitute constitutes continuing connected transaction of the Company. As one or more of the applicable percentage ratios ratio(s) in respect of the transaction contemplated under the General Contracting Housing Construction Agreement on an annual basis is more than 0.1% but all are less than 5%, the transaction contemplated under the General Contracting Housing Construction Agreement is exempted exempt from the requirement of approval by independent shareholders of the Company, but shall be subject to the announcement announcement, annual reporting and annual reporting requirements under Chapter 14A of the Listing Rulesreview requirements.

CONFIRMATION OF THE BOARD. At the forty-fourth meeting of the ninth session of the Board of the Company held on 28 March 2024, the resolution in relation to the approval of the General Contracting Agreement Agreements was considered and approved. Xxxxx Xxxxxxxx, and Xxxx Xxxxxx, then directors of the Company, are directors or senior management of Anhui Transportation Holding Group and/ or and/or directors nominated by Anhui Transportation Holding Group. Therefore, Xxxxx Xxxxxxxx and Xxxx Xxxxxx were considered to have interests in the General Contracting AgreementAgreements, and have abstained from voting on the resolution on the connected transaction transactions under the General Contracting Agreement Agreements under the Listing Rules. Save as aforesaid, none of the directors has any material interests in the General Contracting Agreement Agreements and is required to abstain from voting on the relevant Board resolution. The Board (including the independent non-executive directors) considers that the transaction transactions under the General Contracting Agreement is Agreements are (i) fair and reasonable; (ii) conducted on normal commercial terms or better terms in the ordinary and usual course of business of the CompanyGroup; and (iii) in the interests of the Company and its shareholders as a whole. Anhui Transportation Holding Group is currently holding approximately 31.63% of the total issued shares of the Company, and is the controlling shareholder and a connected person of the Company as defined under the Listing Rules. As ATEGC Design Institute is a subsidiary of Anhui Transportation Holding Group and ATCEGC is a wholly-owned subsidiary of Anhui Transportation Holding Group, under Chapter 14A of the Listing Rules, ATEGC is an associate Design Institute and ATCEGC are associates of Anhui Transportation Holding Group and is are therefore also a connected person persons of the Company. Accordingly, the transaction transactions under the General Contracting Agreement Agreements constitute connected transaction transactions of the Company. As one or more the connected transactions under the General Contracting Agreements are interconnected and conducted with the same connected persons (i.e. the Consortium), pursuant to the requirements under Rule 14A.81 of the Listing Rules, the above connected transactions may be aggregated and regarded as a single transaction. As the highest applicable percentage ratios ratio in respect of the transaction transactions contemplated under the General Contracting Agreement Agreements on an aggregated basis is more than 0.1% but all are less than 5%, and the transaction contemplated under transactions are conducted on normal commercial terms, pursuant to Chapter 14A of the General Contracting Agreement is Listing Rules, the transactions are exempted from the requirement of approval by independent shareholders of the Company, but shall be subject to the announcement and annual reporting requirements under Chapter 14A of the Listing Rules. The Company is principally engaged in the holding, operation and development of toll expressways and highways within Anhui Province. Ningxuanhang Company is mainly engaged in the construction, toll collection, maintenance and management of high-grade highways and supporting advertising services. Anqing Bridge Company is principally engaged in bridge construction and fund raising, material supply, tertiary industry operation, and bridge operation and management services. Design Institute is principally engaged in investment in, planning, consulting, project management, survey, design, supervision, testing, construction, operation and maintenance of, technology, equipment and building materials development for, agent, general contracting and external contracting of the transportation and urban and rural infrastructure (such as road, bridge, tunnel, port, channel, rail, transportation engineering, geotechnical, landscaping, water supply and drainage, architecture, structures, etc.), resources and ecology and environment (such as protection, restoration, disaster prevention, governance and development and utilization) and the intelligence and information system and other projects. ATCEGC is principally engaged in general contracting of housing construction and municipal infrastructure project, various kinds of works construction activities, intelligent building construction works, fire service facilities construction works, construction works design, real estate development and operation and others.