Loan to Zhejiang Jinji Property Co., Ltd.
The Stock Exchange of Hong Kong Limited takes no responsibility for the
contents of this announcement, makes no representation as to its accuracy or
completeness and expressly disclaims 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)
Connected Transaction: Loan to Zhejiang Jinji Property Co., Ltd.
This announcement is made pursuant to Rule 14A.66(2) of the Listing Rules
in respect of the Loan Agreement entered into between the Company, Jinji
Property and the Bank on December 26, 2007 whereby the Company agreed to
provide a loan of a principal amount of RMB370 million (approximately
HK$394.2 million) with a maturity period of one year to Jinji Property
through the Bank.
Jinji Property is a connected person of the Company as it is a 90%
subsidiary of Communications Investment, which in turn is a substantial
shareholder of the Company holding approximately 56% of the issued share
capital of the Company. The provision of the Loan under the Loan Agreement
by the Company to Jinji Property thus constitutes a connected transaction
for the Company under Rule 14A.13(2)(a)(i) of the Listing Rules.
As the value of the Loan to be provided under the Loan Agreement represents
less than 2.5% of each of the percentage ratios, and the Loan Agreement is
on normal commercial terms, the provision of the Loan is exempt from the
approval of the independent shareholders of the Company but subject to the
requirements under Rule 14A.66(2) of the Listing Rules to disclose such
transaction in this announcement and in the next published annual report
and accounts of the Company.
Background
On December 26, 2007, the Company entered into the Loan Agreement with Jinji
Property and the Bank whereby the Company agreed to provide a loan of a
principal amount of RMB370 million (approximately HK$394.2 million) with a
maturity period of one year to Jinji Property through the Bank. Pursuant to the
Loan Agreement, the Company will advance the Loan to the Bank, which will in
turn advance the Loan to Jinji Property. Interest will be payable by Jinji
Property to the Company at a rate of 8.97% per annum, being approximately 1.50%
per annum over the current rate applicable to one year term loans in the PRC as
quoted by the People´s Bank of China, and subject to adjustments following any
adjustments made by the People´s Bank of China to its base lending rates. All
handling fees payable to the Bank in connection with the Loan will be paid by
Jinji Property. The interest rate for the Loan was determined following arm´s
length negotiation between the Company and Jinji Property and having regard to:
(i) the current rate applicable to one year term loans in the PRC, as quoted by
the People´s Bank of China, being the current official borrowing rate; (ii) the
risk profile of Jinji Property; and (iii) the Company's desire to have at least
a 1% premium over the current official borrowing rate (after taxation).
Interest on the Loan is payable quarterly in arrears. The Loan was advanced in
a single payment on December 26, 2007, and is repayable in a single payment on
December 25, 2008.
Pursuant to PRC laws, only authorised banks are permitted to advance loans.
Inter-company loan is typically made through back-to-back arrangement with an
authorised bank. The arrangement with the Bank was made to comply with such
legal requirements. The Bank was providing the loan services as part of its
ordinary course of business.
In connection with the Loan Agreement, Communications Investment has provided a
guarantee in favour of the Company and the Bank in respect of the obligations
of Jinji Property for repayment of the principal and for payment of interest
and related expenses under the Loan Agreement.
Reasons of the transaction
The Loan is being provided to Jinji Property for use as general working
capital. The Loan was provided by the Company out of excess cash from its
operations. The Directors, including the independent non-executive Directors,
believe that the terms of the Loan Agreement are fair and reasonable, are on
normal commercial terms, and in the best interests of the Group and the Company
´s shareholders as a whole, as the Loan provides a higher return than would
otherwise be earned as deposit interest on cash in hand. In particular, the
interest rate for the Loan is over 4.5% higher than one-year fixed deposit
rates generally available at commercial banks in the PRC.
Connected transaction
Jinji Property is a connected person of the Company as it is a 90% subsidiary
of Communications Investment, which in turn is a substantial shareholder of the
Company holding approximately 56% of the issued share capital of the Company.
The provision of the Loan under the Loan Agreement by the Company to Jinji
Property thus constitutes a connected transaction for the Company under Rule
14A.13(2)(a)(i) of the Listing Rules.
As the value of the Loan to be provided under the Loan Agreement represents
less than 2.5% of each of the percentage ratios, and the Loan Agreement is on
normal commercial terms, the provision of the Loan is exempt from the approval
of the independent shareholders of the Company but subject to the requirements
under Rule 14A.66(2) of the Listing Rules to disclose such transaction in this
announcement and in the next published annual report and accounts of the
Company.
Information of the Group and Jinji Property
The Company was incorporated on March 1, 1997 in the PRC and is a joint stock
limited company with a registered share capital of RMB4,343,114,500
(approximately HK$4,627,226,200) at present. The main business of the Company
and its subsidiaries is investment in, development, operation, management, and
collection of tolls, of the Shanghai-Hangzhou-Ningbo Expressway and the
Shangsan Expressway, both in the Zhejiang Province of the PRC; businesses
ancillary to the operation of the expressways, such as billboard advertising
and operation of service areas on the expressways; and the provision of
securities broking services and proprietary trading. Jinji Property is
principally engaged in the business of real estate investment.
Definitions
In this announcement, the following expressions have the meanings set out below
unless the context requires otherwise.
"Company" Zhejiang Expressway Co., Ltd.
"Communications Zhejiang Communications Investment Group Co., Ltd.,
Investment" a PRC state-owned enterprise
"Bank" a PRC incorporated bank
"Directors" the directors of the Company
"HK$" Hong Kong dollars, the lawful currency of the Hong
Kong Special Administrative Region
"Jinji Property" Zhejiang Jinji Property Co., Ltd., a
PRC-incorporated company
"Listing Rules" the Rules Governing the Listing of Securities on the
Stock Exchange of Hong Kong Limited
"Loan" a loan of a principal amount of RMB370 million
(approximately HK$394.2 million), made pursuant to
the Loan Agreement
"Loan Agreement" a loan agreement dated December 26, 2007 entered
into between the Company, Jinji Property and the
Bank whereby the Company agreed to provide the Loan
to Jinji Property
"percentage ratios" has the meaning as ascribed to it under the Listing
Rules, as applicable to the transaction under the
Loan Agreement
"PRC" the People´s Republic of China
"RMB" renminbi, the lawful currency of the PRC
The exchange rate used for reference purpose in this announcement is HK$1 to
RMB0.9386.
By Order of the Board
Geng Xiaoping
Chairman
Hangzhou, December 27, 2007
As at the date of this announcement, the executive Directors of the Company
are: Messrs. Geng Xiaoping, Fang Yunti, Zhang Jingzhong and Jiang Wenyao; the
non-executive Directors are: Messrs. Zhang Luyun and Zhang Yang; and the
independent non-executive Directors are: Messrs. Tung Chee Chen, Zhang Junsheng
and Zhang Liping.