ZHEH.L Regulatory News (ZHEH)

ZHEJIANG EXPRESSWAY CO LD - Results of EGM

PR Newswire

London, October 15

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 RESULTS OF THE EGM AND FURTHER INFORMATION ON THE PAYMENT OF INTERIM DIVIDEND

Reference is made to the circular of Zhejiang Expressway Co., Ltd. (the "Company") dated August 28, 2015. Terms not otherwise defined herein shall have the same meanings ascribed to them in the circular. The Company held an extraordinary general meeting (the "EGM") at 10 a.m. on Thursday, October 15, 2015 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 EGM by proxy represented a total of 3,760,605,075 shares of the Company entitled to attend and to vote at the EGM, or 86.59% of the total issued share capital of the Company as at the date of the EGM. The EGM was convened by the board of directors (the "Directors") of the Company (the "Board"). Chairman of the Company, Mr. ZHAN Xiaozhang, chaired the EGM. Votings at the EGM took place by way of poll, with all the proposed resolutions duly passed, details of which are as follows:

AS ORDINARY RESOLUTIONS

1. Resolved to approve and confirm the agreement dated August 5, 2015 (the "Hanghui Agreement") entered into between the Company and Zhejiang Communications Investment Group Co., Ltd., (the "Communications Group") and the terms and conditions thereof and the transactions contemplated thereunder and the implementation thereof; and resolved to approve, ratify and confirm the authorization to any one of the Directors, or any other person authorized by the Board from time to time, for and on behalf of the Company, among other matters, to sign, seal, execute, perfect, perform and deliver all such agreements, instruments, documents and deeds, and to do all such acts, matters and things and take all such steps as he or she or they may in his or her or their absolute discretion consider to be necessary, expedient, desirable or appropriate to give effect to and implement the Hanghui Agreement and the transactions contemplated thereunder and all matters incidental to, ancillary to or in connection thereto, including agreeing and making any modifications, amendments, waivers, variations or extensions of the Hanghui Agreement or the transactions contemplated thereunder, with 846,759,075 shares voted in the affirmative (representing 99.46% of the total shares held by the Independent Shareholders present at the EGM) and 1,632,000 shares voted in the negative (representing 0.19% of the total shares held by the Independent Shareholders present at the EGM).

2. Resolved to approve and declare an interim dividend of Rmb6 cents per share in respect of the six months ended June 30, 2015 with 3,760,605,075 shares voted in the affirmative (representing 100% of the total shares held by the Shareholders present at the EGM) and 0 shares voted in the negative.

AS SPECIAL RESOLUTION

3. Resolved to consider and 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 authorize 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 3,040,527,498 shares voted in the affirmative (representing 80.85% of the total shares held by the Shareholders present at the EGM) and 720,077,577 shares voted in the negative (representing 19.15% of the total shares held by the Shareholders present at the EGM).

At the time of the EGM, Resolution No.1 of the EGM involved a connected transaction and the "Communications Group" abstained from voting in relation to such resolution as required by the Listing Rules. The total number of shares of the Company held by Independent Shareholders entitled to attend and vote at the EGM in respect of resolution no. 1 of the EGM was 1,433,854,500 shares. The total number of shares of the Company in issue and entitling the holders to attend and vote at the EGM in respect of resolutions Nos. 2 to 3 of the EGM was 4,343,114,500 shares. Mr. Eric Shi of Deloitte Touche Tohmatsu Certified Public Accountants was appointed and acted as scrutineer for the vote taking during the EGM.

Further information on the payment of interim dividend for the six months ended June 30, 2015

The payment of an interim dividend of Rmb6 cents per share in respect of the six months ended June 30, 2015 has been approved by more than half of votes cast by the Shareholders present at the EGM.

For determining the entitlement to the interim dividend, the register of members holding H Shares will be closed from October 21, 2015 to October 25, 2015, 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 interim 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 Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on October 20, 2015. Shareholders whose names appeared in the register of members of the Company on October 25, 2015 (the "Record Date") are entitled to the said interim dividend.

Pursuant to the relevant regulations and the Articles of Association, dividends for holders of H Shares (excluding Shareholders who are 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 interim dividend is therefore HK$1.00 to Rmb0.81842.

Dividends payable to the Shareholders who are mainland individual investors or corporate investors investing in the H Shares via the Shanghai-Hong Kong Stock Connect will be paid in Rmb by 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 interim 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 interim dividend pursuant to the foregoing provisions.

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

The interim dividend of HK$7.331 cents per share (before tax) is expected to be paid to holders of H Shares on November 12, 2015.

Investors should read this announcement carefully. The Company will withhold for payment 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 Board Zhejiang Expressway Co., Ltd.Tony Zheng Company Secretary

Hangzhou, the PRC, October 15, 2015

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.