09:25 SHENZHENEXPRESS<00548> - Announcement 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 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: 0548) ANNOUNCEMENT Pursuant to section 186 of the PRC Company Law and article 25 of the Articles, the directors of the Company wish to announce that a special resolution in relation to the authorization to the Board to repurchase H Shares and the reduction of registered capital of the Company (if exercise) was passed on 8 April 2005. Creditors of the Company, who have not already received notification from the Company of the proposed repurchase of H Shares and reduction of registered capital as a result thereof, have the right within a period of 90 days commencing from the date of this announcement to claim full repayment or provision of corresponding guarantee for the debt due to them from the Company. Further to the poll results announcements of resolutions of general meetings of Shenzhen Expressway Company Limited (the `Company') on 8 April 2005, this announcement is made pursuant to section 186 of the Company Law of the People's Republic of China (the `PRC Company Law') and article 25 of the Articles of Association of the Company (the `Articles'). Pursuant to such section and article, creditors of the Company, who have not already received notification from the Company of the proposed repurchase of H Shares and reduction of registered capital as a result thereof, have the right within a period of 90 days commencing from the date of this announcement to claim full repayment or provision of a corresponding guarantee for the debt due to them from the Company. As announced on 8 April 2005, a special resolution on the authorization to the board of directors of the Company (the `Board') to repurchase H Shares of RMB1.00 each in the share capital of the Company was passed at each of the annual general meeting, class meeting for holders of domestic shares and class meeting for holders of H shares, of the Company held on 8 April 2005. Subject to and in accordance with (i) all applicable laws, rules and regulations of the People's Republic of China (the `PRC''); (ii) the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and (iii) the obtaining of approval from all relevant governmental authorities in the PRC, the Board may pursuant to the said authorization and during the prescribed period exercise all the powers of the Company to purchase up to 74,750,000 H Shares, representing 10% and 3.43%, respectively, of the aggregate amount of H Shares in issue and the entire issued share capital of the Company, as at 8 April 2005. Should the Board exercise the powers of the Company to repurchase H Shares, upon completion of the repurchase of such H Shares, the registered capital of the Company will be reduced by the amount of shares actually repurchased. As at the date of this announcement, the Directors of the Company are: Mr. Yang Hai (Chairman of the Board); Mr. Wu Ya De (Director and General Manager); Mr. Zhang Rong Xing (Director); Mr. Lin Xiang Ke (Director); Ms. Zhang Yang (Director); Mr. Chiu Chi Cheong, Clifton (Director); Mr. Li Jing Qi (Director); Mr. Wang Ji Zhong (Director); Mr. Ho Pak Cho, Denis Morgie (Independent non-executive Director); Mr. Li Zhi Zheng (Independent non-executive Director); Mr. Zhang Zhi Xue (Independent non-executive Director) and Mr. Poon Kai Leung, James (Independent non-executive Director). By Order of the Board Shenzhen Expressway Company Limited Wu Qian Joint Company Secretary Shenzhen, the PRC, 15 April 2005