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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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