Proposed Issue of Domestic Corporate Bonds in t...

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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.