ZHEH.L Regulatory News (ZHEH)

28 Aug 2012 07:00

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.

ZHEJIANG EXPRESSWAY CO., LTD. (A joint stock limited company incorporated in the People's Republic of China with limited liability) (Stock code: 0576) SUPPLEMENTAL MEMORANDUM OF UNDERSTANDING IN RELATION TO ACQUISITION OF PROPERTY

Reference is made to the announcement of the Company dated 20 March 2012 in relation to the Memorandum of Understanding (the ��Announcement��) entered into between the Vendor and Zheshang Securities in respect of the Proposed Acquisition.

The board of directors of the Company hereby announces that as additional time is required for the Vendor to obtain the Pre-sale Permit and fulfill the condition precedent under the Memorandum of Understanding (the "Condition"), the Vendor and Zheshang Securities entered into a supplemental memorandum of understanding (the "Supplemental MOU") on 24 August 2012 (after trading hours) to vary and supplement the terms of the Memorandum of Understanding. Pursuant to the Supplemental MOU, the parties agreed, among other things, that the Vendor shall refund the Earnest Deposit together with interest to Zheshang Securities if the Vendor fails to obtain the Pre-sale Permit within 12 months after the signing of the Supplemental MOU.

THE MEMORANDUM OF UNDERSTANDING AND THE SUPPLEMENTAL MOU MAY OR MAY NOT LEAD TO THE ENTERING INTO OF THE SALE AND PURCHASE AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREUNDER MAY OR MAY NOT BE CONSUMMATED. IN THE EVENT THAT THE SALE AND PURCHASE AGREEMENT MATERIALISES, FURTHER ANNOUNCEMENT(S) WILL BE MADE AS AND WHEN REQUIRED BY AND IN COMPLIANCE WITH THE LISTING RULES. SHAREHOLDERS AND POTENTIAL INVESTORS ARE ADVISED TO EXERCISE CAUTION IN DEALING IN THE COMPANY'S SECURITIES.

Reference is made to the Announcement. Capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement unless the context requires otherwise.

Pursuant to the Memorandum of Understanding:

(a) if the Vendor fails to obtain the Pre-sale Permit before the Long Stop Date, the Vendor shall pay to Zheshang Securities interest on the Earnest Deposit which shall accrue from the Long Stop Date to the date that the Pre-sale Permit is obtained (both days inclusive) at the prevailing lending interest rate promulgated by the People' Bank of China (the "Lending Rate") for the same period; and (b) if the Vendor fails to obtain the Pre-sale Permit within 6 months after the signing of the Memorandum of Understanding, the Vendor shall refund the Earnest Deposit to Zheshang Securities together with interest on the Earnest Deposit which shall accrue from the date of the Memorandum of Understanding to the date which is 6 months after the date of the Memorandum of Understanding (both days inclusive) at the Lending Rate for the same period.

Zheshang Securities paid the Earnest Deposit to the Vendor on 26 December 2011. As additional time is required for the Vendor to obtain the Pre-sale Permit and fulfill the Condition, the Vendor and Zheshang Securities entered into the Supplemental MOU on 24 August 2012 (after trading hours) to vary and supplement the terms of the Memorandum of Understanding. Pursuant to the Supplemental MOU, the parties agreed, among other things, that:

(i) the Memorandum of Understanding shall continue to be in force until the

Pre-Sale Permit is obtained by the Vendor and the Sale and Purchase Agreement

is signed;

(ii) the Vendor shall pay to Zheshang Securities interest on the Earnest Deposit

which shall accrue from the payment date of the Earnest Deposit to the date that the Pre-sale Permit is obtained (both days inclusive) at the Lending Rate for the same period, and such amount of interest shall be offset against part of the consideration payable by Zheshang Securities to the Vendor for the Property upon signing of the Sale and Purchase Agreement;

(iii) if the Vendor fails to obtain the Pre-sale Permit within 12 months after the

signing of the Supplemental MOU, the Vendor shall refund the Earnest Deposit to Zheshang Securities together with interest on the Earnest Deposit which shall accrue from the payment date of the Earnest Deposit to the date of the refund of the Earnest Deposit (both days inclusive) at the Lending Rate for the same period; and

(iv) the Vendor shall continue to endeavour to obtain the Pre-Sale Permit as soon

as possible.

Save for the above terms of the Supplemental MOU, the terms of the Memorandum of Understanding remain unchanged.

THE MEMORANDUM OF UNDERSTANDING AND THE SUPPLEMENTAL MOU MAY OR MAY NOT LEAD TO THE ENTERING INTO OF THE SALE AND PURCHASE AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREUNDER MAY OR MAY NOT BE CONSUMMATED. IN THE EVENT THAT THE SALE AND PURCHASE AGREEMENT MATERIALISES, FURTHER ANNOUNCEMENT(S) WILL BE MADE AS AND WHEN REQUIRED BY AND IN COMPLIANCE WITH THE LISTING RULES. SHAREHOLDERS AND POTENTIAL INVESTORS ARE ADVISED TO EXERCISE CAUTION IN DEALING IN THE COMPANY'S SECURITIES.

By order of the Board Zhejiang Expressway Co., Ltd. ZHAN Xiaozhang Chairman

Hangzhou, PRC, 24 August 2012

As at the date of this announcement, the executive directors of the Company are: Messrs. ZHAN Xiaozhang, LUO Jianhu and DING Huikang; the non-executive directors of the Company are: Messrs. LI Zongsheng, WANG Weili and WANG Dongjie; and the independent non-executive directors of the Company are: Messrs. ZHANG Junsheng, ZHOU Jun and PEI Ker-Wei.