Shenzhen : Announcement of Shenzhen Expressway Company Limited, a subsidiary of Shenzhen International, regarding proposed issue of US Dollar denominated bonds

Microsoft Word - Cheng - HKSE announcement 1 - proposed issuance of bonds_(95571956_8) (2).DOCX

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.

This announcement is for information purposes only, and does not constitute an invitation or an offer to acquire, purchase or subscribe for securities. No public offer of the securities referred to herein will be made in Hong Kong, the United States or any other jurisdiction where such an offer is not authorized or is unlawful.

Neither this announcement nor anything herein constitutes an offer of securities for sale or solicitation of an offer to buy securities in the United States. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any other jurisdiction, and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act.

Any public offering of securities to be made in the United States will be made by means of a prospectus. Such prospectus will contain detailed information about the Company making the offer and its management and financial statements. The Company has not registered and does not intend to register, any of the securities in the United States. This announcement is not for distribution, directly or indirectly, in or into the United States.

深 圳 高 速 公 路 股 份 有 限 公 司

SHENZHEN EXPRESSWAY COMPANY LIMITED

(a joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 00548) PROPOSED ISSUE OF US DOLLAR DENOMINATED BONDS

The Company proposes to conduct an international offering of US dollar denominated Bonds to professional investors only. The Proposed Bonds Issue will only be offered and sold outside the United States in compliance with Regulation S under the U.S. Securities Act.

The net proceeds of the Proposed Bonds Issue are expected to be used by the Company for repayment of debt and general corporate purposes (including capital expenditure).

Application will be made to the Hong Kong Stock Exchange for listing of, and permission to deal in, the Bonds by way of debt issues to professional investors only. A confirmation of eligibility for the listing of the Bonds has been received from the Hong Kong Stock Exchange.

No definitive or binding agreement in relation to the Proposed Bonds Issue has been entered into as at the date of this announcement, and accordingly, the Proposed Bonds Issue may or may not materialise. Completion of the Proposed Bonds Issue is subject to, among other things, market conditions and investors' interest. Accordingly, potential investors and shareholders of the Company are urged to exercise caution when dealing in the securities of the Company.

Further announcements in respect of the Proposed Bonds Issue will be made by the Company as and when appropriate.

PROPOSED BONDS ISSUE Introduction

The Company proposes to conduct an international offering of US dollar denominated Bonds which will be offered to professional investors only.

BOC International is the sole global coordinator and the sole bookrunner and BOC International and Daiwa Capital Markets Hong Kong Limited are the joint lead managers of the Proposed Bonds Issue. To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, each of BOC International and Daiwa Capital Markets Hong Kong Limited and their respective ultimate beneficial owner(s) are not Connected Persons of the Company.

Completion of the Proposed Bonds Issue is subject to, among other things, market conditions and investors' interest. The size and pricing of the Proposed Bonds Issue will be determined following a book-building process to be conducted by BOC International as the sole bookrunner. Upon finalisation of the terms of the Bonds, the joint lead managers will enter into a subscription agreement with the Company in relation to the Bonds. The Bonds will only be offered outside the United States in reliance upon Regulation S under the U.S. Securities Act. None of the Bonds will be offered to the public in Hong Kong or placed to any Connected Persons of the Company.

An offering circular which will be distributed to prospective investors of the Bonds will contain, amongst other things, details of the Proposed Bonds Issue, the terms and conditions of the Bonds and risk factors relating to the Group and an investment in the Bonds.

Proposed Use of Net Proceeds

If the Bonds are issued, the net proceeds of the Proposed Bonds Issue are expected to be used by the Company for repayment of debt and general corporate purposes (including capital expenditure).

Listing

Application will be made to the Hong Kong Stock Exchange for the listing of, and permission to deal in, the Bonds by way of debt issues to professional investors only. A confirmation of eligibility for listing of the Bonds has been obtained from the Hong Kong Stock Exchange. The Hong Kong Stock Exchange assumes no responsibility for the correctness of any of the statements made, opinions expressed or reports contained herein. Listing of the Bonds on the Hong Kong Stock Exchange shall not be taken as an indication of the merits of the Bonds or the Company.

General No definitive or binding agreement in relation to the Proposed Bonds Issue has been entered into as at the date of this announcement, and accordingly, the Proposed Bonds Issue may or may not materialise. Completion of the Proposed Bonds Issue is subject to, among other things, market conditions and investors' interest. Accordingly, potential investors and shareholders of the Company are urged to exercise caution when dealing in the securities of the Company.

Further announcements in respect of the Proposed Bonds Issue will be made by the Company as and when appropriate.

DEFINITIONS

In this announcement, unless the context requires otherwise, the following expressions have the following meanings:

"Board" the board of directors of the Company

"BOC International" BOCI Asia Limited

"Bonds" the US dollar denominated bonds proposed to be issued by the Company, as described in this announcement

"Company" Shenzhen Expressway Company Limited, a joint stock limited company incorporated in the PRC with limited liability "Connected Person" has the meaning ascribed to it under the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange "Directors" the directors of the Company "Group" the Company and its consolidated subsidiaries "Hong Kong" the Hong Kong Special Administrative Region of the PRC "Hong Kong Stock Exchange"

The Stock Exchange of Hong Kong Limited

"PRC" the People's Republic of China, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan for the purpose of this announcement "Proposed Bonds Issue"

the proposed issue of the Bonds by the Company as described in this announcement

"United States" the United States of America, its territories and possessions and all areas subject to its jurisdiction "US dollar" United States dollar, the lawful currency of the United States "U.S. Securities Act" the United States Securities Act of 1933, as amended

By Order of the Board Hu Wei Chairman

Shenzhen, the PRC, 5 July 2016

As at the date of this announcement, the directors of the Company are Mr. HU Wei (Executive Director and Chairman of the Board), Mr. WU Ya De (Executive Director and President), Mr. WANG Zeng Jin (Executive Director), Mr. LI Jing Qi (Non-executive Director), Mr. ZHAO Jun Rong (Non-executive Director), Mr. TSE Yat Hong (Non-executive Director), Ms. ZHANG Yang (Non-executive Director), Mr. AU Sing Kun (Independent non-executive Director), Mr. LIN Chu Chang (Independent non-executive Director), Mr. HU Chun Yuan (Independent non-executive Director) and Mr. CHEN Tao (Independent non-executive Director).