Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited takeno 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 fromor in reliance upon the whole or any part of the contents of this announcement.
This announcement is for information purposes only, and does not constitute an offer to sell or thesolicitation of an offer to acquire, purchase or subscribe for any securities in the United States or in
any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration orqualification under the securities laws of any such jurisdiction.
Neither this announcement nor anything herein forms the basis for any contract or commitment
whatsoever. Neither this announcement nor any copy hereof may be taken into or distributed in theUnited States or other jurisdiction in which such offer, solicitation or sale would be unlawful prior toregistration or qualification under the securities laws of any such jurisdiction. The securities referredto herein have not been, and will not be, registered under the U.S. Securities Act of 1933, asamended (the “Securities Act”), or the securities laws of any other jurisdiction, and may not be
offered or sold within the United States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act. No public offer of the securities
referred to herein will be made in the United States or any other jurisdiction where such an offering
is restricted or prohibited.
Xinjiang Transportation Construction Investment Holding Co., Limited(新疆交通建設投資控股有限公司)(incorporated with limited liability in the People’s Republic of China)(the “Issuer”)
Offer and Consent Solicitation in respect of theU.S.$70,000,000 5.80 per cent. Bonds due 2025 (the “Bonds”)(Stock Code: 5304)
INTRODUCTION
On the date of this Announcement, the Issuer invited Eligible Holders to offer to tender their Bonds
for purchase (the “Offer”), upon the terms and subject to the conditions set forth in the Offer andConsent Solicitation Memorandum dated 11 April 2023 (the “Memorandum”). Eligible Holders whovalidly tender their Bonds on or prior to the Expiration Date (as defined below) are eligible to receive
U.S.$1,000 per U.S.$1,000 in aggregate principal amount of such Bonds tendered and accepted forpurchase (the “Tender Consideration”) and accrued but unpaid interest (rounded to the nearest
U.S.$0.01, with U.S.$0.005 rounded upwards) on the Bonds (“Accrued Interest”) up to (butexcluding) the Settlement Date (as defined below).
Concurrent with the Offer, the Issuer invited the holders of the Bonds (each, a “Holder”, andcollectively, the “Holders”) to approve (the “Consent Solicitation”) the amendments (the“Proposed Amendments”) to the terms and conditions of the Bonds (the “Conditions”) providing
for the addition of a new provision entitling the Issuer an option to, at any time, on giving not lessthan five days’ notice (an “Optional Redemption Notice”) to the Bondholders (as defined in theConditions) in accordance with the Conditions and in writing to the Trustee (as defined in theConditions) and the Principal Paying Agent (as defined in the Conditions), redeem all, but not some
only, of the Bonds on the redemption date specified in the Optional Redemption Notice (the“Optional Redemption Date”) at their principal amount, together with interest accrued but unpaid, if
any, to, but excluding, the Optional Redemption Date (the “Early Redemption Option”), as set out
in the Memorandum and as proposed by the Issuer for approval by an extraordinary resolution (the“Extraordinary Resolution”) of the Holders by way of Electronic Consent (the “Circulating1Resolution”), as further described in the Memorandum. The Proposed Amendments are to beeffected by execution of a supplemental trust deed (the “Supplemental Trust Deed”).
The Offer and the Consent Solicitation will expire at 6:00 p.m. (Hong Kong time) on 18 April 2023,
unless extended, amended or earlier terminated (such time and date, as the same may be extendedor amended, the “Expiration Date”).
All Eligible Holders submitting Tender Instructions will be deemed to have voted in favour of theExtraordinary Resolution for the purposes of the Consent Solicitation with respect to all of theirBonds that are tendered, regardless of whether such tenders are accepted, as further described inthe Memorandum.
To be passed by way of Electronic Consent, the Extraordinary Resolution requires a majority infavour consisting of not less than 90 per cent. of the aggregate principal amount of the Bonds for thetime being outstanding by the Expiration Date. If Electronic Consent is granted, the Extraordinary
Resolution will take effect on the Expiration Date and shall be binding on all Holders, whether or notthey participated in the Electronic Consent and regardless of whether they voted in favour of theExtraordinary Resolution.
Capitalised terms used herein shall have the same meanings as those defined in the Memorandum
unless otherwise stated.
PURPOSEThe Offer and the Consent Solicitation are intended to reduce the Issuer’s indebtedness and toenable the Issuer to early redeem any Bonds not purchased pursuant to the Offer.
INDICATIVE TIMETABLE
The following summarises the indicative timetable for the Offer and the Consent Solicitation:
Date and Time

Event(s)11 April 2023.

Commencement and announcement of the Offer and theConsent Solicitation.
The Memorandum is available on the Offer andConsent Solicitation Website and from the Information,
Tender and Tabulation Agent.
The form of Circulating Resolution by Electronic Consent
as set out in the Annex to the Memorandum is madeavailable by the Issuer to the Holders.

Expected to be at 6:00 p.m. (HongKong time) on 18 April 2023, unlessextended,amendedorearlier
terminated (the “Expiration Date”).

Deadline for receipt by the Information, Tender andTabulation Agent (i) from Eligible Holders of valid
Tender Instructions in order for Eligible Holders to beeligible to receive the Tender Consideration andAccrued Interest and (ii) from Holders of valid ConsentInstructions.

As soon as reasonably practicable
after the Expiration Date, expected tobe on 19 April 2023, unless extended,
amended or earlier terminated (theAnnouncement of: (i) in relation to the Offer, (a) theaggregate principal amount of Bonds validly tenderedpursuant to the Offer on or prior to the Expiration Date,(b) the aggregate principal amount of Bonds that will beaccepted for purchase by the Issuer and (c) the2“Results Announcement Date”).

Settlement Date; and (ii) in relation to the Consent
Solicitation, (a) the results of the Electronic Consentand (b) the Amendment Effective Date.

Expected to be on 21 April 2023,
unless extended, amended or earlier
terminated (the “Settlement Date”).

Subject to the terms of the Offer, payment is made to
the Eligible Holders of the Bonds who submitted their
Tender Instructions on or prior to the Expiration Dateand whose Bonds are accepted for purchase by theIssuer, in the amount and manner as further describedin the Memorandum.

As soon as reasonably practicable after
the Results Announcement Date,
expected to be on 21 April 2023, unlessextended, amended or earlier
terminated (the “Amendment EffectiveDate”).

Execution and delivery of the Supplemental Trust Deed.

Please note the above dates and times relating to the Offer and/or the Consent Solicitation areindicative only and are subject to change.
Holders are advised to read the Memorandum carefully for full details of, and information on
the procedures for tendering Bonds pursuant to the Offer and/or procedures for participatingin the Consent Solicitation.
THIS ANNOUNCEMENT IS NOT AN OFFER TO PURCHASE, A SOLICITATION OF AN OFFER
TO PURCHASE, OR A SOLICITATION OF AN OFFER TO SELL, THE BONDS. AN OFFER MAY
ONLY BE MADE UPON THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH IN THEMEMORANDUM.
ELIGIBLE HOLDERS AND POTENTIAL INVESTORS SHOULD NOTE THAT COMPLETION OFTHE OFFER AND THE CONSENT SOLICITATION IS SUBJECT TO THE FULFILLMENT ORWAIVER OF THE CONDITIONS TO THE OFFER AND THE CONSENT SOLICITATION AS SETFORTH IN THE MEMORANDUM AND SUMMARISED IN THIS ANNOUNCEMENT. NOASSURANCE CAN BE GIVEN THAT THE OFFER AND THE CONSENT SOLICITATION WILLBE COMPLETED AND THE ISSUER RESERVES THE RIGHT TO AMEND, WITHDRAW ORTERMINATE THE OFFER AND/OR THE CONSENT SOLICITATION WITH OR WITHOUTCONDITIONS.
THE ISSUER MAY, AT ITS SOLE AND ABSOLUTE DISCRETION, AMEND OR WAIVE CERTAIN
OF THE CONDITIONS TO THE OFFER AND/OR THE CONSENT SOLICITATION. AS THE
OFFER AND/OR THE CONSENT SOLICITATION MAY OR MAY NOT PROCEED, HOLDERS
AND POTENTIAL INVESTORS SHOULD EXERCISE CAUTION WHEN DEALING IN THE
SECURITIES OF THE ISSUER OR THE BONDS.
The Offer and the Consent Solicitation are not being made to (nor will the tender of the Bonds andthe delivery of Consent Instructions be accepted from or on behalf of) Holders in any jurisdiction
where the making or acceptance of the Offer or the Consent Solicitation would not comply with thelaws of such jurisdiction. If the Issuer becomes aware of any jurisdiction in which the making of theOffer or the Consent Solicitation or the delivery of Consent Instructions would not be in compliancewith applicable laws, the Issuer may or may not, at its sole and absolute discretion, make an effort
to comply with any such law. If, after such effort, if any, the Issuer cannot comply with any such law,
the Offer and the Consent Solicitation will not be made to (nor will tenders or Consent Instructions
be accepted from or on behalf of) any Holder residing in such jurisdiction.

3FORWARD-LOOKING STATEMENTS
Forward-looking statements in this announcement, including those statements relating to the Offerand the Consent Solicitation, are based on current expectations, assumptions, estimates andprojections about the Issuer and the industries in which the Issuer operates. These statements are
not guarantees of future performance and that the Issuer’s actual results of operations, financial
condition and liquidity, and the development of the industries in which the Issuer operates, maydiffer materially from those made in, or suggested by, the forward-looking statements in thisannouncement. Future events and results involve some risks, uncertainties and assumptions thatare difficult to predict. Important factors that could cause those differences include, but are notlimited to, changes in the competitive environment and regulatory environment of the industries in
the PRC relevant to the business of the Issuer, changes in the business and financial condition of
the Issuer and its subsidiaries and changes in the general economic trend in the PRC.
QUESTIONS / FURTHER INFORMATION
Holders who need assistance with respect to the procedures for tendering Bonds pursuant to theOffer and/or procedures for participating in the Consent Solicitation should contact the Information,
Tender and Tabulation Agent for further information:
Kroll Issuer Services Limited
In London:
The Shard, 32 London Bridge Street, London, SE1 9SG, United Kingdom
Telephone: + 44 20 7704 0880
In Hong Kong:
3/F, Three Pacific Place, 1 Queen’s Road East, Admiralty, Hong Kong
Telephone: +852 2281 0114
Email: xjjiaotou@is.kroll.com
Attention: Mu-yen Lo / Illia Vyshenskyi
11 April 2023
As at the date of this announcement, the directors of the Issuer are Li Maowen, Gulinuer Bieke andXu Jian.

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