ZHEH.L Regulatory News (ZHEH)

Hong Kong Exchanges and Clearing Limited and The Stock Exchange ofHong Kong Limited take no responsibility for the contents of thisannouncement, make no representation as to its accuracy orcompleteness and expressly disclaim any liability whatsoever for anyloss howsoever arising from or in reliance upon the whole or anypart of the contents of this announcement. (A joint stock limited company incorporated in the People's Republic of China with limited liability) (Stock code: 0576) ANNOUNCEMENT ON RESULTS OF THE EGM APPOINTMENT OF NON-EXECUTIVE DIRECTORS AND INDEPENDENT NON-EXECUTIVE DIRECTOR Zhejiang Expressway Co., Ltd. (the "Company") held an extraordinarygeneral meeting (the "EGM") at 10:00 a.m. on Monday, December 29,2014 at 12/F, Block A, Dragon Century Plaza, 1 Hangda Road,Hangzhou, Zhejiang Province, the People's Republic of China(the "PRC"). Shareholders of the Company (the "Shareholders") who attended theEGM by proxy represented a total of 3,756,134,756 shares of theCompany entitled to attend and to vote at the EGM, or 86.48% of thetotal issued share capital of the Company as at the date of the EGM.The EGM was convened by the board (the "Board") of directors(the "Directors") of the Company. Chairman of the Company,Mr. ZHAN Xiaozhang, chaired the EGM. After considering the ordinary resolutions proposed by the Board atthe EGM, the Shareholders resolved through voting by way of poll,and approved all the proposed resolutions, details of which are asfollows: 1. Resolved to elect Mr. Dai Benmeng as a non-executive Director of the Company, and to approve his allowance package, with 3,689,333,756 shares voted in the affirmative (representing 98.22% of the total shares held by the Shareholders present at the EGM) and 66,801,000 shares voted in the negative (representing 1.78% of the total shares held by the Shareholders present at the EGM); 2. Resolved to elect Mr. Zhou Jianping as a non-executive Director of the Company, and to approve his allowance package, with 3,689,333,756 shares voted in the affirmative (representing 98.22% of the total shares held by the Shareholders present at the EGM) and 66,801,000 shares voted in the negative (representing 1.78% of the total shares held by the Shareholders present at the EGM); 3. Resolved to elect Ms. Lee Wai Tsang, Rosa as an independent non-executive Director of the Company, and to approve her allowance package, with 3,751,180,780 shares voted in the affirmative (representing 99.87% of the total shares held by the Shareholders present at the EGM) and 3,975,933 shares voted in the negative (representing 0.11% of the total shares held by the Shareholders present at the EGM); and 4. Resolved to authorise the Board to approve the proposed Directors' service contracts and all other relevant documents and to authorise any one executive Director of the Company to sign such contracts and other relevant documents for and on behalf of the Company and to take all necessary actions in connection therewith, with 3,734,823,780 shares voted in the affirmative (representing 99.43% of the total shares held by the Shareholders present at the EGM) and 1,277,933 shares voted in the negative (representing 0.03% of the total shares held by the Shareholders present at the EGM). The term of office of the newly elected Directors commences onDecember 29, 2014, and will end on the date of expiry of the term ofthe Sixth session of the Board, being June 30, 2015. As at the date of the EGM, the total number of issued shares of theCompany entitling the holders to attend and vote at the EGM inrespect of the ordinary resolutions thereat was 4,343,114,500. Therewas no share entitling any holder to attend and vote only againstthe resolutions at the EGM. Mr. Eric Shi of the Company's auditors,Deloitte Touche Tohmatsu Certified Public Accountants, was appointedand acted as scrutineer for the vote taking during the EGM. Noperson was required to abstain from voting at the EGM in relation tothe above. Profiles of Newly Elected Directors Non-executive Directors Mr. Dai Benmeng, aged 49, graduated from the Party School of theZhejiang Committee of the Communist Party of China with a bachelor'sdegree specialising in economics and management and is a senioreconomist. He began working in February 1987 and has been a directorand the deputy general manager of Wenzhou Shipping Co., Ltd., adirector and the general manager of Zhejiang Wenzhou YongtaiwenExpressway Co., Ltd., a director and the general manager of ZhejiangJinji Property Co., Ltd., the person in charge of Zhejiang ProvinceNorth Zhejiang Expressway Management Co., Ltd., the chairman ofZhejiang ShenSuZheWan Expressway Co., Ltd., and the generalmanager of the Shanghai-Jiaxing-Huzhou-Hangzhou branch of theCommunications Group. Mr. Dai is currently the manager of the HumanResources Department of the Communications Group. Mr. Zhou Jianping, aged 57, graduated from Xi'an Highway Collegewith a bachelor's degree specialising in vehicular transport and isa senior engineer at professor level. He began working in September1975 and has been the deputy supervisor of the Business ManagementOffice, supervisor of the office, assistant of the general manager,and deputy general manager of Zhejiang Province Vehicular TransportGeneral Company, the deputy head of Quzhou Municipal CommunicationsBureau, Zhejiang Province, the manager of the Asset ManagementDepartment of the Communications Group, and the person in charge ofthe Hangjinqu Branch of the Communications Group. Mr. Zhou iscurrently the deputy chief economist and the manager of theOperations Department of the Communications Group. Independent non-executive Director Ms. Lee Wai Tsang, Rosa, aged 37, is the chairman and an executivedirector of Grand Investment International Ltd. (a company listedon the Main Board of the Stock Exchange, Stock Code: 1160) andoversees its day-to-day investment, operation and administration.Ms. Lee holds a bachelor degree from the University of SouthernCalifornia, a Master of Science in Finance from Boston College anda MBA from the University of Chicago. Ms. Lee is a licensed personfor the regulated activities of dealing and advising in securitiesand asset management under the SFO. Ms. Lee is a director of GrandFinance Group Company Ltd. and several of its subsidiaries, TianjinYishang Friendship Holdings Co., Ltd. and MBP Software GroupHoldings Ltd. Ms. Lee has extensive experience in management,investment, securities and auditing. Ms. Lee has met the independence requirements as set out in Rule3.13 of the Listing Rules. Directors' Emoluments Non-executive Directors and independent non-executive Directorsdo not receive any fixed remunerations from the Company, thoughall non-executive Directors and independent non-executive Directorsare provided with allowances that are subject to their levels ofparticipation in the Company's meetings as determined by the Boardat their discretion and there are no applicable scale fordetermining such remuneration. Other Information Save as disclosed in the above, the newly elected Directors has notheld any other directorships in the last three years in publiccompanies the securities of which are listed on any securitiesmarket in Hong Kong or overseas, nor any other positions within theGroup. Furthermore, none of the newly elected Directors has anyrelationships with any Directors, senior management or substantialor controlling shareholders of the Company. None of the newly elected Directors has any interest in the sharesof the Company or its associated corporation (within the meaning ofPart XV of the Securities and Futures Ordinance (Chapter 571 of theLaws of Hong Kong)). Save as disclosed above, there are no other matters relating to thenewly elected Directors that need to be brought to the attention ofthe Shareholders nor is there any information which is required tobe disclosed pursuant to any of the requirements of Rule13.51(2)(h) to (v) of the Rules Governing the Listing of Securitieson The Stock Exchange of Hong Kong Limited. Appreciation Mr. Zhang Junsheng, Mr. Li Zongsheng and Mr. Wang Weili no longerserve as Directors of the Company upon the conclusion of the EGM.For many years they had discharged their duties wholeheartedly tothe benefit of the Company's continuous and healthy development.The Board would like to take this opportunity to thank them fortheir valuable contribution to the Company. Mr. Zhang Junsheng had been an independent non-executive Director ofthe Company since 2000. Over the past fifteen years, Mr. Zhang haddevoted himself to his duties as a Director, and had made asignificant contribution to the Company's development and corporategovernance. The Board would hereby like to express its sincererespect to Mr. Zhang Junsheng. By order of the Board Zhejiang Expressway Co., Ltd. Tony Zheng Company Secretary Hangzhou, the PRC, December 29, 2014 As at the date of this announcement, the executive Directors of theCompany are: Mr. ZHAN Xiaozhang, Ms. LUO Jianhu andMr. DING Huikang; 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.