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)
VOLUNTARY ANNOUNCEMENT
SUPPLEMENTAL AGREEMENT TO CLARIFY FINANCIAL SERVICES AGREEMENT
AS CONTINUING CONNECTED TRANSACTION
Reference is made to the Company's announcement dated 19 July 2013
(the "July 2013 Announcement") in relation to the Financial Services Agreement.
Unless otherwise defined herein, terms defined in the July 2013 Announcement have the
same meaning when used in this announcement.
It was disclosed in the July 2013 Announcement that the Company and Zhejiang
Communications Finance had entered into the Financial Services Agreement.
However, it has recently came to the attention of the board of Directors of the
Company that, although the parties to the Financial Services Agreement intended
that the agreement applied to financial services (the "Services") to be provided
by Zhejiang Communications Finance to the Company as well as its subsidiaries,
the definition of "the Company" used in the Financial Services Agreement and in
the July 2013 Announcement did not specifically refer to the Company's subsidiaries
as potential recipients of the Services.
Since the date of the Financial Services Agreement, besides the Company, Zhejiang Jinhua
Yongji Expressway Co., Ltd. ("Jinhua Co"), a wholly-owned subsidiary of the Company,
has also placed deposits (the "Jinhua Deposits") with Zhejiang Communications Finance.
In order to formalise the strict contractual basis for the Jinhua Deposits and to properly
reflect the intention of the parties to the Financial Services Agreement, on 28 March 2014,
the Company and Zhejiang Communications Finance entered into a supplemental agreement
(the "Supplemental Agreement") to supplement the Financial Services Agreement with
retrospective effect from 18 July 2013 (being the date of the Financial Services Agreement),
so as to make clear that the definition of "the Company" used in the Financial Services
Agreement as the proposed recipient of the Services, was intended to refer to the
Company and its subsidiaries (the "Group"). All other terms of the Financial Services
Agreement remain unchanged as described in the July 2013 Announcement except that all
references in the July 2013 Announcement to "the Company", as being the proposed recipient
of the Services, shall be read to refer to "the Group".
LISTING RULES IMPLICATIONS
As stated in the July 2013 Announcement, the transactions under the Financial Services
Agreement (as amended by the Supplemental Agreement) constitute continuing connected
transactions for the Company under Chapter 14A of the Listing Rules.
As each of the applicable percentage ratios in respect of the Deposit Services that
may be provided by Zhejiang Communications Finance to the Group under the Financial
Services Agreement (as amended by the Supplemental Agreement) remains more than 0.1%
but less than 5%, such services constitute continuing connected transactions of the
Company subject to the reporting, announcement and annual review requirements under
Rule 14A.34(1) of the Listing Rules, but are exempt from the independent shareholders'
approval requirement under Chapter 14A of the Listing Rules.
On behalf of the Board
ZHEJIANG EXPRESSWAY CO., LTD.
ZHAN Xiaozhang
Chairman
Hangzhou, PRC, 28 March 2014
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.
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Obtains access to the information in a personal capacity;
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Does not distribute, republish or otherwise provide any information or derived works to any third party in any manner or use or process information or derived works for any commercial purposes.
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