09:52 SHENZHENEXPRESS<00548>-Announcement&Resumption of Trading-1 The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. SHENZHEN EXPRESSWAY COMPANY LIMITED (a joint stock limited company incorporated in the People's Republic of China with limited liability) (Stock Code: 548) Financial Adviser to Shenzhen Expressway Company Limited Guangdong Securities Limited PROPOSED ACQUISITION OF QINGLIAN HIGHWAYS MAJOR AND CONNECTED TRANSACTION The Directors are pleased to announce that on 3 February 2005, the Company, its wholly owned subsidiary Mei Wah, Mr. Chung, Spring Sun, Great Eagle, Maxprofit and Zhuhai New Chang Jiang entered into the Framework Agreement with an aim to acquire a total of 56.28% equity interest in Qinglian Company pursuant to the Acquisition. The Acquisition consists of a series of transactions, including the Great Eagle Acquisition, the Spring Sun Acquisition and the Mei Wah Acquisition. Pursuant to the Great Eagle Acquisition Agreement, the Company will acquire from Great Eagle its 14.18% equity interest in Qinglian Company, together with shareholder's loan and interest of Great Eagle in Qinglian Company, to be acquired from Sun Yue Traffic. Pursuant to the Spring Sun Acquisition Agreement, the Company will acquire from Spring Sun its 17.1% equity interest in Qinglian Company, together with all shareholder's loan and interest of Spring Sun in Qinglian Company. Pursuant to the Mei Wah Acquisition Agreement, Mei Wah will indirectly acquire the 25% equity interest in Qinglian Company being held by Spring Sun. Upon completion of the Acquisition, the Company will be directly and indirectly holding 56.28% equity interest in Qinglian Company. The aggregate consideration for the Acquisition will be RMB1,839,200,000 (approximately HK$1,735,094,339) and to be paid by cash. The consideration together with other terms of the Acquisition have been determined through arm's length negotiations taking into account the reasons for the Acquisition as set out in the paragraph headed `Reasons for the Acquisition' between the parties. The business scope of Qinglian Company is the construction and operation of the Qinglian Highways and the related facilities. The Qinglian Class One Highway held by Qinglian Company is proposed to be reconstructed into an expressway and the reconstruction is expected to commence in the second half of 2005 (subject to the approval of relevant government authorities), with an estimated aggregate capital expenditure of RMB3,900,000,000 (approximately HK$3,679,245,283). The aggregate capital expenditure is expected to be financed by bank borrowings of Qinglian Company after completion of the transactions. The Acquisition constitutes a major transaction for the Company under the Listing Rules. Sun Yue Traffic is an associate of Guangdong Roads and Bridges Construction Development Company Limited , which is a promoter of the Company. By virtue of Sun Yue Traffic's interests in Qinglian Company and the close relationship between Sun Yue Acquisition and Great Eagle Acquisition, the Great Eagle Acquisition constitutes a connected transaction under the Listing Rules. Therefore, the Acquisition contemplated under the Agreements is subject to the reporting, announcement and independent shareholders' approval requirements under the Listing Rules. Since Guangdong Roads and Bridges Construction Development Company Limited holds approximately 2.96% equity interest in the Company, it will abstain from voting at the extraordinary general meeting on the relevant resolution(s) approving the Acquisition. Apart from Guangdong Roads and Bridges Construction Development Company and its associates, no other Shareholder is interested in the Great Eagle Acquisition and is required to abstain from voting at the relevant general meeting. The Company has formed an independent board committee comprising all independent non-executive Directors to advise the independent Shareholders with respect to the Acquisition contemplated thereunder. An independent financial adviser will be appointed to advise the independent board committee and the independent Shareholders in respect of the Acquisition thereafter. A Circular containing, among other things, details of the Acquisition, the recommendation from the independent board committee in relation to the Acquisition, the opinion from the independent financial adviser and a notice of extraordinary general meeting will be dispatched to the Shareholders as soon as practicable in accordance with the requirements of the Listing Rules. The H Shares of the Company were suspended from trading on the Stock