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 offer to acquire, purchase or subscribe for the securities of the Company. This announcement is not, and is not intended to be, an offer of securities of the Company for sale, or the solicitation of an offer to buy securities of the Company, in the United States. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act, and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to registration requirements of the U.S. Securities Act. This announcement and the information contained herein are not for distribution, directly or indirectly, in or into the United States. No public offer of the securities referred to herein is being or will be made in the United States.

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

(Stock Code: 0576)

PROPOSED ISSUE OF EURO365 MILLION ZERO COUPON CONVERTIBLE BONDS DUE 2022 Joint Global Coordinators, Joint Bookrunner and Joint Lead Managers (In alphabetical order)

References are made to the announcements of the Company dated 30 September 2016 and 5 April 2017 respectively and the circular of the Company dated 9 November 2016 in relation to the proposed issue of convertible bonds under general mandate.

On 5 April 2017 (after trading hours), the Company and the Joint Lead Managers entered into the Subscription Agreement, pursuant to which and subject to certain conditions contained therein, the Company agreed to issue to the Joint Lead Managers, and the Joint Lead Managers severally and not jointly agreed to subscribe and pay for, or to procure subscribers to subscribe and pay for, the Bonds in a principal amount of Euro365 million.

The Bonds are convertible in the circumstances set out in the Terms and Conditions into H Shares at an initial Conversion Price of HK$13.10 per H Share (subject to adjustments).

The initial Conversion Price is HK$13.10 per H Share, which represents (i) a premium of approximately 32.5% over the last closing price of HK$9.89 per H Share as quoted on the Hong Kong Stock Exchange on 5 April 2017 (being the trading day on which the Subscription Agreement was signed) and (ii) a premium of approximately 29.4% over the average closing price of approximately HK$10.12 as quoted on the Hong Kong Stock Exchange for the five consecutive trading days up to and including 5 April 2017.

Assuming full conversion of the Bonds at the initial Conversion Price of HK$13.10 per H Share, the Bonds will be convertible into approximately 231,159,237 H Shares, representing approximately 16.1% of the issued H share capital of the Company as at the date of this announcement and approximately 13.9% of the enlarged issued H share capital of the Company. The Conversion Shares will be fully-paid and rank pari passu in all respects with the H Shares then in issue on the relevant registration date.

The net proceeds from this offering, after the deduction of fees, commissions and expenses payable in connection with this offering, will be approximately Euro363 million. The Company intends to use the proceeds for, among others, repayment of existing debt and general corporate purposes.

The Company will apply to the Hong Kong Stock Exchange for the listing of, and permission to deal in, the Bonds and the Conversion Shares to be allotted and issued upon conversion of the Bonds.

WARNING: As the Subscription Agreement may or may not be completed, the Bonds may or may not be issued or listed and/or the Conversion Shares may or may not be issued or listed, Shareholders and potential investors are advised to exercise caution when dealing in the securities of the Company.

References are made to the announcements of the Company dated 30 September 2016 and 5 April 2017 respectively and the circular of the Company dated 9 November 2016 in relation to the proposed issue of convertible bonds under general mandate.

On 5 April 2017 (after trading hours), the Company and the Joint Lead Managers entered into the Subscription Agreement, pursuant to which and subject to certain conditions contained therein, the Company agreed to issue to the Joint Lead Managers, and the Joint Lead Managers severally and not jointly agreed to subscribe and pay for, or to procure subscribers to subscribe and pay for, the Bonds in a principal amount of Euro365 million.

SUBSCRIPTION AGREEMENT Date

5 April 2017

Parties
  1. The Company as issuer

  2. The Joint Lead Managers

Subscription

Subject to the satisfaction of the conditions set out below in the section headed "Conditions precedent", the Joint Lead Managers agreed to, severally but not jointly subscribe and pay for, or procure subscribers to subscribe and pay for, the Bonds in a principal amount of Euro365 million. To the best of the Directors' knowledge, information and belief, and having made all reasonable enquiries, each of the Joint Lead Managers is a third party independent of the Company and is not a connected person of the Company.

The Joint Lead Managers have informed the Company that the Bonds will be offered to no less than six independent placees (who will be independent individual, corporate and/ or institutional investors). To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, each of the placees (and their respective ultimate beneficial owners) is not a connected person of the Company.

Conditions precedent

The obligations of the Joint Lead Managers to subscribe and pay for the Bonds are conditional on, amongst others:

  1. each of the Joint Lead Managers being satisfied with the results of its due diligence investigations with respect to the Company and its subsidiaries and the Offering Circular having been prepared in form and content satisfactory to the Joint Lead Managers;

  2. the execution and delivery (on or before the Issue Date) of the other Contracts other than the Subscription Agreement, each in a form reasonably satisfactory to the Joint Lead Managers, by the respective parties;

  3. Zhejiang Communications Investment Group Co., Ltd. (浙江省交通投資集團有限 公司) shall have executed lock-up undertaking on or before the Issue Date;

  4. upon the Publication Date and on the Issue Date, there having been delivered to the Joint Lead Managers letters, in form and substance satisfactory to the Joint Lead Managers, dated the Publication Date in the case of the first letter and dated the Issue Date in the case of the subsequent letters, and addressed to the Joint Lead Managers from Deloitte Touche Tohmatsu, Certified Public Accountants to the Company;

  5. on or prior to the Issue Date there shall have been delivered to the Joint Lead Managers copies of all filings, registrations, consents and approvals required in relation to the issue of the Bonds and the performance of the Company's obligations under the Trust Deed, the Agency Agreement and the Bonds, including a copy of each of the relevant PRC regulatory approvals and registration certificate from, including, but not limited to the China Securities Regulatory Commission, the State-owned Assets Supervision and Administration Commission of the People's Government of Zhejiang Province and the National Development and Reform Commission of the PRC;

  6. the Hong Kong Stock Exchange having agreed to list the new H Shares upon conversion of the Bonds and the Hong Kong Stock Exchange having agreed, subject to any conditions satisfactory to the Joint Lead Managers (acting reasonably), to list the Bonds (or, in each case, the Joint Lead Managers (acting reasonably) being satisfied that such listing will be granted).

The Joint Lead Managers may, at their discretion and upon such terms as they think fit, waive compliance with the whole or any part of the conditions precedent set out in the Subscription Agreement other than paragraph 2 above.

As at the date of this announcement, certain of the above conditions precedent to the completion of the Subscription Agreement are yet to be satisfied and/or (as the case may be) waived. It is the intention of the Company to satisfy or procure the satisfaction of the conditions precedent of the Subscription Agreement before the Issue Date.

Termination

Notwithstanding anything contained in the Subscription Agreement, the Joint Lead Managers may, by notice to the Company given at any time prior to payment of the net subscription monies for the Bonds to the Company, terminate the Subscription Agreement in any of the following circumstances:

1. if there shall have come to the notice of the Joint Lead Managers any breach of, or any event rendering untrue or incorrect in any respect, any of the warranties and representations contained in the Subscription Agreement or any failure to perform any of the Company's undertakings or agreements in the Subscription Agreement;

Zhejiang Expressway Co. Ltd. published this content on 06 April 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 06 April 2017 00:58:16 UTC.

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