ZHEJIANG EXPRESSWAY CO LD: Proposed Issue of Domestic Corporate Bonds in the PRC

ZHEJIANG EXPRESSWAY CO LD: Proposed Issue of Domestic Corporate Bonds in the 
PRC
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong 
Limited take no 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 from 
or in reliance upon the 
whole or any part of the contents of this announcement. 
                                     ZHEJIANG EXPRESSWAY CO., LTD. 
(A joint stock limited company incorporated in the People's Republic of 
China with limited liability) 
                                        (Stock code: 0576) 
                       PROPOSED ISSUE OF DOMESTIC CORPORATE BONDS IN THE 
PRC                           
This announcement is made by the Company pursuant to Rule 13.09(1) of the 
Listing Rules. 
The Company announces that on 19 March 2013, the Board approved a proposal to 
submit to the Shareholders at 
a General Meeting to be convened in due course for consideration and approval 
of a proposed offer and issue 
of Domestic Corporate Bonds in the PRC with an aggregate principal amount of up 
to RMB1 billion for general 
working capital purposes. 
A circular containing, among others, details of the proposed issue of the 
Domestic Corporate Bonds and a 
notice to Shareholders convening the General Meeting will be dispatched to 
Shareholders as soon as 
practicable. 
THE PROPOSED ISSUE OF THE DOMESTIC CORPORATE BONDS IS SUBJECT TO, AMONG OTHERS, 
THE APPROVAL OF THE 
SHAREHOLDERS AT THE GENERAL MEETING, THE APPROVAL BY CSRC AND MARKET CONDITIONS 
AND MAY OR MAY NOT 
MATERIALISE. SHAREHOLDERS AND INVESTORS SHOULD EXERCISE CAUTION WHEN DEALING IN 
THE SECURITIES OF THE 
COMPANY. 
This announcement is made by the Company pursuant to Rule 13.09(1) of the 
Listing Rules. 
PROPOSED ISSUE OF DOMESTIC CORPORATE BONDS IN THE PRC 
1.   Background 
 The Company announces that on 19 March 2013, the Board approved a proposal 
to submit to the  
 Shareholders at a General Meeting to be convened in due course for 
consideration and approval of a  
 proposed offer and issue of Domestic Corporate Bonds in the PRC with an 
aggregate principal amount of  
 up to RMB1 billion for general working capital purposes. 
   According to Article 75 of the Articles of Association, the proposed issue 
of the Domestic Corporate  
 Bonds requires approval of the Shareholders by special resolution. The 
Company proposes to convene a  
 General Meeting for consideration and approval of the proposal. 
 The proposed issue of the Domestic Corporate Bonds also requires approval 
of the CSRC. The timing of  
 the proposed issue of the Domestic Corporate Bonds will depend on the 
timing of the CSRC approval and  
 the conditions of the bonds market in the PRC. 
2.   Details of the Domestic Corporate Bonds 
 Details of the terms of the proposed Domestic Corporate Bonds as approved 
by the Board (which are  
 still subject to the approval of the Shareholders at the General Meeting 
and the approval of the  


     CSRC) are set forth below:
     (1)   Issuer:                                  The Company. 
     (2)   Place of issue:                          The PRC.


 (3)   Aggregate principal amount:              Up to RMB1 billion, which 
can be issued in single or  
                                                multiple tranche(s) subject 
to the approval of CSRC.  
                                                Subject to the granting of 
authority by the Shareholders  
                                                to the Board at the General 
Meeting, details of issue  
                                                size and tranches are 
intended to be determined by the  
                                                Board according to the 
financial requirements of the  
                                                Company and market 
conditions prevailing at the time of  
                                                issue. 
 (4)   Arrangement for issue to Shareholders:   The Domestic Corporate 
Bonds will not be offered to  
                                                Shareholders on a 
preferential basis. 
   (5)   Maturity:                                Up to 10 years, the 
Domestic Corporate Bonds may be  
                                                issued in single or 
multiple tranche(s) with different  
                                                maturity. Subject to the 
granting of authority by the  
                                                Shareholders to the Board 
at the General Meeting , the  
                                                maturity and the issue size 
of each tranche are  
                                                intended to be determined 
by the Board according to the  
                                                requirements of the Company 
and market conditions  
                                                prevailing at the time of 
issue. 
   (6)   Use of proceeds:                         The proceeds from the 
proposed issue of the Domestic  
                                                Corporate Bonds are 
intended to be used by the Company 
                                                to improve its capital 
structure and to supplement the 
                                                working capital of the 
Company. Subject to the granting 
                                                of authority by the 
Shareholders to the Board at the  
                                                General Meeting, details of 
the use of proceeds are  
                                                intended to be determined 
by the Board according to the 
                                                financial conditions of the 
Company. 
 (7)   Listing:                                 An application for listing 
and trading of the Domestic  
                                                Corporate Bonds (subject to 
the fulfilment of relevant  
                                                listing requirements) shall 
be made with the Shanghai  
                                                Stock Exchange as soon as 
practicable following the  
                                                completion of the proposed 
issue of the Domestic  
                                                Corporate Bonds. Subject to 
the approval of relevant  
                                                regulatory authorities, 
applications for listing and  
                                                trading of the Domestic 
Corporate Bonds may be made  
                                                with other stock 
exchange(s) permitted by applicable  
                                                laws. 
 (8)   Term of validity of the resolutions:     The proposed Shareholders' 
resolutions to be passed at  
                                                the General Meeting in 
respect of the proposed issue of 
                                                Domestic Corporate Bonds, 
if passed, shall be valid for 
                                                30 months from the date of 
passing of the relevant  
                                                resolutions at the General 
Meeting. 
3.   Granting of authority to the Board to deal with matters relating to the 
proposed issue of the Domestic  
 Corporate Bonds 
 It is proposed to be submitted to the Shareholders for consideration and 
approval the granting of  
 authorities to the Board to deal with all matters relating to the proposed 
issue and listing of the  
 Domestic Corporate Bonds in the absolute discretion of the Board in 
accordance with the applicable  
 laws and regulations (including, among others, the Company Law, the 
Securities Law and the Tentative  
 Methods) and the Articles of Association. Details of the authorities 
proposed to be granted to the  
 Board will be included in a circular containing, among others, details of 
the proposed issue of the 
 Domestic Corporate Bonds and a notice to Shareholders convening the 
relevant General Meeting. 
4.   Reasons and benefits for the proposed issue of the Domestic Corporate 
Bonds 
 The Board believes that the proposed issue of the Domestic Corporate Bonds 
will provide the Company  
 with a further source of funding. The Board considers that the proposed 
issue of the Domestic  
 Corporate Bonds will improve the debt structure of the Company and 
increase the general working  
 capital of the Company. 
GENERAL MEETING 
The General Meeting will be convened to approve the special resolutions 
regarding the proposed issue of the 
Domestic Corporate Bonds. 
A circular containing, among others, details of the proposed issue of the 
Domestic Corporate Bonds and a 
notice to Shareholders convening the General Meeting will be despatched to 
Shareholders as soon as 
practicable. 
THE PROPOSED ISSUE OF THE DOMESTIC CORPORATE BONDS IS SUBJECT TO, AMONG OTHERS, 
THE APPROVAL OF THE 
SHAREHOLDERS AT THE GENERAL MEETING, THE APPROVAL BY CSRC AND MARKET CONDITIONS 
AND MAY OR MAY NOT 
MATERIALISE. SHAREHOLDERS AND INVESTORS SHOULD EXERCISE CAUTION WHEN DEALING IN 
THE SECURITIES OF THE 
COMPANY. 
DEFINITIONS 
In this announcement, unless the context specifies otherwise, the following 
defined expressions have the 
following meanings: 
"Articles of Association"              the articles of association of the 
Company 
"Board"                                the Board of Directors 
"Company"                              Zhejiang Expressway Co., Ltd., a joint 
stock limited company  
                                   incorporated in the PRC with limited 
liability 
"Company Law"                          the Company Law of the PRC 
"CSRC"                                 China Securities Regulatory Commission 
of the PRC 
"Director(s)"                          the director(s) of the Company 
"Domestic Corporate Bonds"             domestic corporate bonds in the 
principal amount of up to RMB1.0  
                                   billion proposed to be issued by the 
Company in the PRC 
"General Meeting"                      the general meeting of the Share holders 
of the Company to be  
                                   convened for the purposes of, among 
other things, approval of the  
                                   special resolutions regarding the 
proposed issue of the Domestic  
                                   Corporate Bonds 
"Hong Kong"                            the Hong Kong Special Administrative 
Region of the PRC 
"Listing Rules"                        Rules Governing the Listing of 
Securities on The Hong Kong Stock  
                                   Exchange 
"PRC"                                  the People's Republic of China (for the 
purpose of this announcement, 
                                   excludes Hong Kong, Macau and Taiwan) 
"RMB"                                  Renminbi, the lawful currency of the PRC 
"Securities Law" the  


                                       Securities Law of the PRC

"Shareholder(s)"                       holder(s) of the share(s) of the Company

"Share(s)"                             share(s) of the Company

"Stock Exchange"                       The Stock Exchange of Hong Kong Limited

"Tentative Methods"                    the Tentative Methods on Issue of 
Corporate Bonds promulgated by the 
                                       CSRC


                                                                            
On behalf of the Board 
                                                                         
ZHEJIANG EXPRESSWAY CO., LTD. 


                                                                                
    ZHAN Xiaozhang
                                                                                
       Chairman


Hangzhou, PRC, 20 March 2013

As of the date of this announcement, the executive directors of the Company 
are: Mr. ZHAN Xiaozhang, Ms. 
LUO Jianhu and Mr. DING Huikang; the non-executive directors of the Company 
are: Mr. LI Zongsheng, Mr. 
WANG Weili and Mr. WANG Dongjie; and the independent non-executive directors of 
the Company are: Mr. ZHANG 
Junsheng, Mr. ZHOU Jun and Mr. PEI Ker-Wei.

-0- Mar/21/2013 17:01 GMT


 
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