Result of Meeting, etc
Zhejiang Expressway Co
25 September 2000
Zhejiang Expressway Co., Ltd.
(a joint stock limited company incorporated in
the People's Republic of China with limited liability)
Announcement on Distribution of Interim Dividend,
Acquisition of Additional Interest in Shangsan Co and
Early Repayment of World Bank Loans
* An interim dividend of RMB0.02 per share for the first six
months ended June 30th, 2000 has been approved by
shareholders;
* An additional three per cent. ownership interest in Shangsan
Co has been acquired;
* An authorization to acquire a further three per cent.
ownership interest in Shangsan Co has been approved; and
* Approximately US$94.2 million outstanding World Bank Loans
will be repaid early.
Distribution of Interim Dividend
An extraordinary general meeting of Zhejiang Expressway
Co., Ltd. (the 'Company') was held on September 25th, 2000, to
approve the resolution for the distribution of the interim
dividend of the Company for the first six months ended June
30th, 2000 in the amount of RMB0.02 per share.
The interim dividend of RMB0.02 or HK$0.01885 per share
is expected to be paid to holders of the H Shares of the
Company on or before October 27th, 2000.
Acquisition of Additional Interest in Shangsan Co and Early
Repayment of World Bank Loans
On September 25th, 2000, an extraordinary meeting of the
board of directors of the Company was held to approve, among
others, the purchase of a three per cent. ownership interest
in Shangsan Expressway Co., Ltd. ('Shangsan Co'), the
authorization to purchase a further three per cent. ownership
interest in Shangsan Co, and the early repayment of
approximately US$94.2 million outstanding World Bank Loans.
Shengzhou Acquisition
The Company entered into an agreement with Shengzhou
Shangsan Development Company ('Shengzhou Co') on September
25th, 2000 to purchase in aggregate three per cent. ownership
interest in Shangsan Co from Shengzhou Co for a total cash
consideration of RMB86.4 million (the 'Shengzhou Acquisition')
after arm's length negotiations between the Company and
Shengzhou Co.
Shangsan Co is a company established in the People's
Republic of China with limited liability. As the holding
company of Shangsan Expressway, Shangsan Co is principally
engaged in the investment in, development, operation, management
and collection of tolls of the Shangsan Expressway. Prior to
the Shengzhou Acquisition, the Company and Shengzhou Co owned
55 per cent. and five per cent. ownership interest in Shangsan
Co, respectively. Immediately upon the Shengzhou Acquisition,
the Company's ownership interest in Shangsan Co will increase
to 58 per cent., while Shengzhou Co's ownership interest will
decrease to two per cent.
Shangsan Expressway is a four-lane expressway with a
total length of 143km. It is expected to be completed and
operational by the end of 2000. The Company is optimistic as
to the prospects of the Shangsan Expressway, and accordingly
increased its stake in the Shangsan Co through the Shengzhou
Acquisition.
The consideration for the Shengzhou Acquisition will be
funded by internal resources.
Shangyu Acquisition
It was also resolved at the extraordinary meeting of the
board of directors that any director of the Company is
authorized to enter into an agreement with Shangyu Municipal
Transport Investment Company ('Shangyu Co'), which owns six
per cent. ownership interest in Shangsan Co, to purchase a
further three per cent. ownership interest in Shangsan Co from
Shangyu Co (the 'Shangyu Acquisition') on essentially the same
terms as the Shengzhou Acquisition.
Should the Shangyu Acquisition be carried out, the
Company's ownership interest in Shangsan Co will further
increase to 61 per cent., while Shangyu Co's ownership
interest will decrease to three per cent.
Shengzhou Co and Shangyu Co are independent third parties
not connected with the promoters, directors, supervisors,
chief executive or substantial shareholder of the Company or
its subsidiaries or any of their respective associates.
World Bank Loans
Due to rising interest rates charged on the Company's
long term outstanding World Bank Loans which are denominated
in US dollars, with the financial resources available to the
Company, the directors of the Company are of the view that it
is in the interest of the Company to repay approximately
US$94.2 million of the World Bank Loans early. An amount of
approximately US$3.5 million will be incurred as early
repayment premium in accordance with the term of the loan
agreement.
The repayment, equal to the Company's remaining balance
in the World Bank Loans, will be made with the Company's US
dollar cash on hand.
By order of the board of directors of Zhejiang Expressway Co.,Ltd.
Zhang, Jingzhong
Director/Company Secretary
Hangzhou, September 25th, 2000