ZHEH.L Regulatory News (ZHEH)

ZHEJIANG EXPRESSWAY CO LD - Announcement on Resolutions Passed at the AGM

PR Newswire

London, May 6

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)

Announcement on Resolutions Passed at the AGM

Zhejiang Expressway Co., Ltd. (the "Company") held its 2015 annual general meeting (the "AGM") at 10:00 a.m. on Friday, May 6, 2016 at 5/F, No. 2 Mingzhu International Business Center, 199 Wuxing Road, Hangzhou City, Zhejiang Province, the People's Republic of China (the "PRC").

Shareholders of the Company (the "Shareholders") who attended the AGM by proxy represented a total of 3,765,584,119 shares of the Company entitled to attend and to vote at the AGM, or 86.70% of the total issued share capital of the Company as at the date of the AGM. Chairman of the Company, Mr. Zhan Xiaozhang, chaired the AGM. Votings at the AGM took place by way of poll, the details of all the proposed resolutions to be resolved are as follows:

AS ORDINARY RESOLUTIONS

1. Resolved to approve the report of the directors of the Company for the year 2015, with 3,765,584,119 shares voted in the affirmative (representing 100% of the total shares held by the Shareholders present at the AGM) and no shares voted in the negative;

2. Resolved to approve the report of the supervisory committee of the Company for the year 2015, with 3,765,584,119 shares voted in the affirmative (representing 100% of the total shares held by the Shareholders present at the AGM) and no shares voted in the negative;

3. Resolved to approve the audited financial statements of the Company for the year 2015, with 3,765,584,119 shares voted in the affirmative (representing 100% of the total shares held by the Shareholders present at the AGM) and no shares voted in the negative;

4. Resolved to approve the payment of a final dividend of Rmb28 cents per share in respect of the year ended December 31, 2015, with 3,765,584,119 shares voted in the affirmative (representing 100% of the total shares held by the Shareholders present at the AGM) and no shares voted in the negative;

5. Resolved to approve the final accounts of the Company for the year 2015 and the financial budget of the Company for the year 2016, with 3,765,584,119 shares voted in the affirmative (representing 100% of the total shares held by the Shareholders present at the AGM) and no shares voted in the negative;

6. Resolved to approve the re-appointment of Deloitte Touche Tohmatsu Certified Public Accountants Hong Kong as the Hong Kong auditors of the Company, and authorize the board of directors of the Company (the "Board") to fix their remuneration, with 3,764,118,119 shares voted in the affirmative (representing 99.96% of the total shares held by the Shareholders present at the AGM) and 1,466,000 shares voted in the negative (representing 0.04% of the total shares held by the Shareholders present at the AGM);

7. Resolved to approve the re-appointment of Pan China Certified Public Accountants as the PRC auditors of the Company, and authorize the Board to fix their remuneration, with 3,764,118,119 shares voted in the affirmative (representing 99.96% of the total shares held by the Shareholders present at the AGM) and 1,466,000 shares voted in the negative (representing 0.04% of the total shares held by the Shareholders present at the AGM);

AS SPECIAL RESOLUTIONS

8. Resolved to approve the following resolution with 3,764,942,119 shares voted in the affirmative (representing 99.98% of the total shares held by the Shareholders present at the AGM) and 642,000 shares voted in the negative (representing 0.02% of the total shares held by the Shareholders present at the AGM);

(a) upon approval by the National Association of Financial Market Institutional Investors, the issue of Super Short-Term Commercial Paper by the Company of not more than RMB1.5 billion (the "Super Short-Term Commercial Paper Issue"), on the conditions set forth below be and is hereby approved:

(b) the general manager of the Company be and is hereby authorised, for a period of 30 months from the date when this special resolution is approved by the Shareholders at the AGM, to determine in her absolute discretion and deal with matters in relation to the Super Short-Term Commercial Paper Issue, including but not limited to the following:

i. to determine, to the extent permitted by laws and regulations and according to the Company's specific circumstances and the prevailing market conditions, the specific terms and arrangements of the Super Short-Term Commercial Paper Issue and make any changes and adjustments to such types and terms of the Super Short-Term Commercial Paper Issue, including but not limited to, the types of issue, time of issue, manner of issue, size of issue, issue price, term of maturity, interest rates, tranches and any other matters in relation to the Super Short-Term Commercial Paper Issue;

ii. to appoint the relevant intermediaries in connection with the Super Short-Term Commercial Paper Issue and to deal with filing and submission matters;

iii. to enter into agreements, contracts and other legal documents relating to the Super Short-Term Commercial Paper Issue, and to disclose relevant information in accordance with the applicable laws and regulations; and

iv. to deal with any other matters in relation to the Super Short-Term Commercial Paper Issue.

9. Resolved to approve the grant of a general mandate to the Board to issue, allot and deal with additional H shares not exceeding 20% of the H shares of the Company in issue and authorizing the Board to make corresponding amendments to the Articles of Association of the Company as it thinks fit so as to reflect the new capital structure upon the allotment or issuance of H shares with 3,075,926,968 shares voted in the affirmative (representing 81.68% of the total shares held by the Shareholders present at the AGM) and 689,657,151 shares voted in the negative (representing 18.32% of the total shares held by the Shareholders present at the AGM), the details are as follows:

"THAT:

(A)

a. subject to paragraph (c) and in accordance with the relevant requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the Articles of Association of the Company and the applicable laws and regulations of the PRC, the exercise by the Board during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with, either separately or concurrently, additional H shares of the Company and to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers be hereby generally and unconditionally approved;

b. the approval in paragraph (a) shall authorize the Board during the Relevant Period to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers after the end of the Relevant Period;

c. the aggregate nominal amount of H shares of the Company allotted, issued and dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt with (whether pursuant to an option or otherwise) by the Board pursuant to the approval granted in paragraph (a) shall not exceed 20% of the aggregate nominal amount of H shares of the Company in issue on the date of passing this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined) or (ii) any scrip dividend or similar arrangement providing for allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Articles of Association of the Company; and

d. For the purpose of this special resolution:

"Relevant Period" means the period from the date of passing of this resolution until the earliest of:

"Rights Issue" means an offer of shares open for a period fixed by the directors to holders of shares on the register on a fixed record date in proportion to their holdings of such shares (subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange in any territory outside Hong Kong) and an offer, allotment or issue of shares by way of rights shall be construed accordingly.

(B) The Board be authorized to make corresponding amendments to the Articles of Association of the Company as it thinks fit so as to reflect the new capital structure upon the allotment or issuance of shares as provided in sub- paragraph (a) of paragraph (A) of this resolution.

At the time of the AGM, the total number of shares in issue of the Company as well as entitling the holders to attend and vote at the AGM in respect of the resolutions Nos. 1 to 9 of the AGM was 4,343,114,500. There was no share requiring any holder to attend and vote only against the resolutions or to abstain from voting at the AGM. Mr. Eric Shi of Deloitte Touche Tohmatsu Certified Public Accountants was appointed and acted as scrutineers for the vote taking during the AGM.

Further information on the payment of final dividend

The payment of a final dividend of Rmb28 cents per share in respect of the year ended December 31, 2015 was approved by more than half of the votes cast by the Shareholders at the AGM.

For determining the entitlement to the proposed final dividend, the register of members holding H shares of the Company (the "H Shares") will be closed from May 12, 2016 to May 17, 2016 (both days inclusive), during which period no transfer of H Shares will be effected. In order for holders of H Shares to qualify for the proposed final dividend, all transfers of H Shares accompanied by the transfer instruments and relevant share certificates must be lodged with the Company's share registrars in Hong Kong, Hong Kong Registrars Limited at Rooms 1712-1716, 17/F Hopewell Center, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on May 11, 2016. Shareholders whose names appear in the register of members of the Company on May 17, 2016 (the "Record Date") are entitled to the said final dividend.

Pursuant to the relevant regulations and the Articles of Association, dividends for holder s of H Shares (excluding Shareholders who are Chinese Mainland individual investors or enterprise investors investing in shares listed on the Hong Kong Stock Exchange through the Shanghai-Hong Kong Stock Connect) shall be paid in Hong Kong dollars according to the average closing exchange rate of Hong Kong dollars to Renminbi declared by the People's Bank of China in the five trading days prior to the date of the declaration of dividends. The applicable exchange rate for the purpose of the payment of the final dividend is therefore HK$1.00 to Rmb0.83558.

Dividends payable to the Shareholders who are Chinese Mainland individual investors or corporate investors investing in the H Shares via the Shanghai-Hong Kong Stock Connect will be paid in Renminbi by the China Securities Depository and Clearing Corporation Limited Shanghai Branch ("CSDC Shanghai Branch") as entrusted by the Company.

According to the Law on Corporate Income Tax of the People's Republic of China and the relevant implementing rules (the "CIT Law") which came into effect on January 1, 2008, the Company is obliged to withhold for payment the corporate profit tax, which is at the rate of 10%, from the payment of dividends to non-resident enterprises (as defined under the CIT Law, including HKSCC (Nominees) Limited, other nominees, trustees or other groups and organizations) who are holders of H Shares. Dividends paid to natural persons who are holders of H Shares are not subject to individual income tax for the time being.

According to the requirements of the "Notice on Taxation Policies Concerning the Shanghai-Hong Kong Stock Connect Pilot Program (Finance Tax (2014) No. 81) jointly published by the Ministry of Finance, State Administration of Taxation and China Securities Regulatory Commission, the Shanghai-Hong Kong Stock Connect tax arrangements are as follows: (i) for Chinese Mainland individual investors who invest in the H Shares via the Shanghai-Hong Kong Stock Connect, the Company will withhold individual income tax at the rate of 20% in the distribution of final dividend. Individual investors may, by producing valid tax payment proofs, apply to the competent tax authority of China Securities Depository and Clearing Company Limited for tax credit relating to the withholding tax already paid abroad; and (ii) for Chinese Mainland securities investment funds that invest in the H Shares via the Shanghai-Hong Kong Stock Connect, the Company will withhold individual income tax in the distribution of final dividend pursuant to the foregoing provisions.

For Chinese Mainland corporate investors that invest in the H Share via the Shanghai-Hong Kong Stock Connect, the Company will not withhold the income tax in the distribution of final dividend and such investors shall file the tax returns on their own.

The final dividend of HK$33.5097 cents per share (before tax) is expected to be paid to the H Shareholders of the Company on June 15, 2016.

Investors should read this announcement carefully. The Company will withhold for paymen t the corporate profit tax strictly in accordance with the relevant laws or requirements of the relevant governmental departments and strictly based on what has been registered on the H Share register of members on the Record Date. The Company will owe no liability whatsoever in respect of and will not entertain any claims arising from any delay in, or inaccurate determination of, the status of the Shareholders, or any disputes over the mechanism of withholding.

By order of the BoardTony ZhengCompany Secretary

Hangzhou, the PRC, May 6, 2016

As at the date of this announcement, the executive directors of the Company are: Mr. ZHAN Xiaozhang, Mr. CHENG Tao and Ms. LUO Jianhu; the non-executive directors of the Company are: Mr. WANG Dongjie, Mr. DAI Benmeng and Mr. ZHOU Jianping; and the independent non-executive directors of the Company are: Mr. ZHOU Jun, Mr. PEI Ker-Wei and Ms. LEE Wai Tsang Rosa.