Zhejiang Expressway Co
22 March 2001
Zhejiang Expressway Co., Ltd.
(a joint stock limited company incorporated in the People's
Republic of China with limited liability)
RESULTS OF THE EXTRAORDINARY
GENERAL MEETING
The Directors of Zhejiang Expressway Co., Ltd. announce that all
resolutions proposed were passed at the EGM held today.
Terms defined in the circular of Zhejiang Expressway Co., Ltd.
dated 26th February 2001 in relation to, among other things, the
proposed A Share Issue, the Acquisition and the proposed
amendments to the Articles of Association, shall have the same
meanings when used herein except where the context otherwise
requires.
Results of the EGM
The Directors are pleased to announce that each of the special
resolutions to approve the following matters were duly passed at
the EGM held today:
1. the Transfer Agreement and the Acquisition;
2. the A Share Issue;
3. the Feasibility Study Report and the use of proceeds set out
therein;
4. the report by the board of Directors on the status of the
use of proceeds received from the H Share Issue;
5. the mutual sharing of undistributed profits of the Company
between the existing and new shareholders of the Company;
6. authorising the Directors to exercise all powers of the
Company to allot and issue and deal with the A Shares and to
handle all matters relevant to the A Share Issue; and
7. the amendments to the Articles of Association.
The associates of Huajian abstained from voting in respect of
the resolution to approve the Transfer Agreement when the
relevant resolution was proposed at the EGM. Zhejiang Provincial
Investment Co had also, for good corporate governance, abstained
from voting at the EGM on the resolution to approve the Transfer
Agreement in respect of the 11% interest in the Company held by
it and to be transferred to Huajian pursuant to the State-owned
Share Transfer Agreement.
The Acquisition
The Transfer Agreement was approved by shareholders at the EGM.
However as of the date of the EGM, the respective approvals from
the Ministry of Finance and the Ministry of Communication in
relation to the Transfer Agreement had not been obtained by the
Company, and therefore, subject to the respective approvals
being obtained, the Company will proceed with the Acquisition
and will fund the Acquisition by internal resources and/or bank
loans.
Change of Shareholding
Huajian will become a substantial shareholder of the Company
within the meaning of the Listing Rules upon completion of
certain registration formalities with the relevant PRC
authorities.
A Share Issue
Further announcement will be made in respect of the A Share
Issue in due course in compliance with the requirements of the
Listing Rules.
By Order of the Board
Zhang Jingzhong
Company Secretary
Hangzhou, Zhejiang, the PRC, 22nd March, 2001
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