Zongshen PEM Power Systems Inc.

TSX : ZPP


Zongshen PEM Power Systems Inc.

December 20, 2012 21:56 ET

ZPP Received Final Court Order and Shareholders' Approval for Arrangement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 20, 2012) - Zongshen PEM Power Systems Inc. ("ZPP" or the "Company") (TSX:ZPP) announces that the Supreme Court of British Columbia has issued a final order (the "Final Order") approving the plan of arrangement (the "Arrangement") involving the Company, Zongshen Industrial Group Co. Ltd. ("ZIG") and Hong Kong VAS International Development Limited ("HKVAS"), whereby HKVAS has agreed to acquire all of the issued and outstanding common shares of ZPP (the "Shares") not owned by HKVAS or ZIG for C$0.60 per Share in cash.

Receipt of the Final Order follows the special meeting of ZPP shareholders held on December 17, 2012 (the "Meeting"), wherein the special resolution approving the Arrangement was approved by more than two-thirds of the votes cast by ZPP shareholders present in person or represented by proxy at the Meeting. A resolution approving the Arrangement was also passed by a majority of the minority shareholders of the Company. The closing of the Arrangement continues to be subject to the satisfaction or waiver of all other conditions of the Arrangement and the final approval of the Toronto Stock Exchange ("TSX"). The completion of the Arrangement is expected to occur on or about December 21, 2012, following which time the Shares will be de-listed from the TSX.

About Zongshen PEM Power Systems Inc.

Zongshen PEM Power Systems Inc. is a public company trading under the symbol ZPP on the Toronto Stock Exchange. The Company manufactures low-cost, high quality, environmentally friendly gas motorbikes, electric motorcycles, electric bicycles and other e-vehicles in China for the Chinese domestic and international markets. One of the largest shareholders of Zongshen PEM Power System is Zongshen Industrial Group, which is one of China's largest manufacturers and distributors of engines and power equipment.

Forward-looking Statements and Information

This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws and which are based on the expectations, estimates and projections of management of the parties as of the date of this news release unless otherwise stated. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking statements or information. More particularly and without limitation, this press release contains forward-looking statements and information concerning: the anticipated timing, satisfaction or waiver of the conditions of the Arrangement; and the anticipated timing and completion of the de-listing of the Shares.

In respect of the forward-looking statements and information concerning the anticipated completion of the Arrangement, ZPP, HKVAS and ZIG have provided such in reliance on certain assumptions that they believe are reasonable at this time, including assumptions as to the anticipated timing, satisfaction or waiver of the conditions of the Arrangement; the anticipated timing and completion of the de-listing of the Shares; and other expectations and assumptions concerning the Arrangement. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release.

Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Risks and uncertainties inherent in the nature of the Arrangement include the failure of HKVAS, ZIG and ZPP to obtain necessary regulatory and any other third party approvals, or to otherwise satisfy the conditions to the completion of the Arrangement, in a timely manner, or at all. Failure to so obtain such approvals, or the failure of the parties to otherwise satisfy the conditions to or complete the Arrangement, may result in the Arrangement not being completed on the proposed terms, or at all. In addition, if the Arrangement is not completed, and ZPP continues as an independent entity, there are risks that the announcement of the Arrangement and the dedication of substantial resources of ZPP to the completion of Arrangement could have an impact on ZPP's current business relationships (including with future and prospective employees, customers, distributors, suppliers and partners) and could have a material adverse effect on the current and future operations, financial condition and prospects of ZPP.

Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on other factors that could affect the operations or financial results of the Company is included in reports on file with applicable securities regulatory authorities. The forward-looking statements and information contained in this press release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

The Toronto Stock Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of the release.

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