Shenzhen : Announcement of Shenzhen Expressway Company Limited, a subsidiary of Shenzhen International, regarding the poll results of the 2015 annual general meeting

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 r

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.

深 圳 高 速 公 路 股 份 有 限 公 司

SHENZHEN EXPRESSWAY COMPANY LIMITED

(a joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 00548) POLL RESULTS OF THE 2015 ANNUAL GENERAL MEETING

The board of directors of the Company hereby announces that the Resolutions set out in the AGM Notice were duly passed at the AGM.

Reference is made to the notice ("AGM Notice") of the 2015 Annual General Meeting ("AGM") dated 1 April 2016 issued by Shenzhen Expressway Company Limited ("Company").

Convening and Attendance of the AGM

The AGM was held at the conference room of the Company at Podium Levels 2-4, Jiangsu Building, Yitian Road, Futian District, Shenzhen, the People's Republic of China on 19 May 2016 (Thursday) at 2:00 p.m.

As at the date of the AGM, the total number of shares ("Shares") of the Company is 2,180,770,326 shares, of which 1,433,270,326 shares are Renminbi-denominated ordinary shares ("A Share(s)") and 747,500,000 shares are overseas-listed foreign shares ("H Share(s)"). The total number of shares entitling the holders to attend and vote on the resolutions ("Resolutions") set out in the AGM Notice at the AGM is 2,180,770,326 shares. The total number of shares entitling the holders to attend and abstain from voting in favour on the Resolutions at the AGM as set out in rule 13.40 of the Rules Governing the Listing of Securities ("Listing Rules") on The Stock Exchange of Hong Kong Limited ("HKEx") is nil. The total number of shares of holders that are required under the Listing Rules to abstain from voting is nil.

A total of 10 shareholders ("Shareholder(s)") of the Company holding 1,501,615,336 shares, representing approximately 68.857% of the total number of the Shares carrying voting rights at the AGM, were present in person or by proxy, among whom:

1. 9 holders of A Shares holding 1,218,160,500 Shares, representing approximately 55.859% of the total number of the Shares carrying voting rights; and

2. 1 holder of H Shares holding 283,454,836 Shares, representing approximately 12.998% of the total number of the Shares carrying voting rights.

Poll Results of the AGM

The board of directors of the Company is pleased to announce that the Resolutions were approved by the Shareholders at the AGM and the poll results in respect of the Resolutions are as follows:

Ordinary Resolution	Number of Votes (%)
	For	Against	Abstain
1. To consider and approve the report of the board of directors for the year 2015.	1,501,615,336 (100%)	0 (0%)	0 (0%)
2. To consider and approve the report of the supervisory committee for the year 2015.	1,501,615,336 (100%)	0 (0%)	0 (0%)
3. To consider and approve the audited accounts for the year 2015.	1,501,615,336 (100%)	0 (0%)	0 (0%)
4. To consider and approve the proposed distribution scheme of profits for the year 2015 (including declaration of final dividend).	1,501,615,336 (100%)	0 (0%)	0 (0%)
5. To consider and approve the budget report for the year 2016.	1,501,615,336 (100%)	0 (0%)	0 (0%)
6. To consider and approve the resolution in relation to the investment in Outer Ring Section A.	1,501,615,336 (100%)	0 (0%)	0 (0%)

As more than half of the votes were cast in favour of the resolutions 1 to 6, the above resolutions were passed as ordinary resolutions. For details of the resolutions, please refer to the AGM Notice，Annual Report 2015 and the circular dated 25 April 2016 of the Company.

.

Special Resolution	Number of Votes（%）
	For	Against	Abstain
7. To consider and approve by way of separate resolutions in relation to the grant of a general mandate to the board of directors to issue debentures ("Debentures"):
7.01 Issue size and method;	1,501,615,336 (100%)	0 (0%)	0 (0%)
7.02 Type of the Debentures;	1,501,615,336 (100%)	0 (0%)	0 (0%)
7.03 Maturity of the Debentures;	1,501,615,336 (100%)	0 (0%)	0 (0%)
7.04 Target subscribers and arrangement for placement to shareholders;	1,501,615,336 (100%)	0 (0%)	0 (0%)
7.05 Interest rate;	1,501,615,336 (100%)	0 (0%)	0 (0%)
7.06 Use of proceeds;	1,501,615,336 (100%)	0 (0%)	0 (0%)
7.07 Listing;	1,501,615,336 (100%)	0 (0%)	0 (0%)
7.08 Guarantee;	1,501,615,336 (100%)	0 (0%)	0 (0%)
7.09 Validity of the resolution;	1,501,615,336 (100%)	0 (0%)	0 (0%)
7.10 Authorisation arrangement.	1,501,615,336 (100%)	0 (0%)	0 (0%)

As more than two-thirds of the votes were cast in favour of resolutions 7.01 to 7.10, the above resolutions were passed as special resolutions. For details of the resolutions, please refer to the AGM Notice, the announcement dated 31 March 2016 and the circular dated 1 April 2016 of the Company.

Guangdong Junyan Law Firm witnessed the AGM and issued a legal opinion. Hong Kong Registrars Limited, the H Share Registrar and Transfer Office of the Company, was appointed as the scrutineer for the vote taking of H Shares.

Investors' attention should be drawn to the announcement regarding the detailed arrangement of the distribution of dividend for A Shares of the Company to be published on the website of the Shanghai Stock Exchange in due course. In addition, the Company would like to explain matters in respect of the payment of final dividends for H Shares as follows:

The record date of the H shares of the Company for the final dividend for the year ended 31 December 2015 ("Year 2015") shall be 2 June 2016 (Thursday), holder of H Shares whose names appeared on the register of shareholders of H Shares of the Company at the close of business on 2 June 2016 shall be entitled to the final dividends for the Year 2015. Reference is hereby made to the AGM Notice, the register of holders of H shares of the Company will be closed from 25 May 2016 to 2 June 2016 (both days inclusive), during which period no transfer of H shares of the Company will be registered. In order to be qualified for the final dividend, all instruments of transfer, accompanied by the relevant share certificates of H shares of the Company must be delivered to the registrar of H shares of the Company, Hong Kong Registrars Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong at or before 4:30 p.m. on 24 May 2016 (Tuesday). For investors of the Shanghai Stock Exchange (including enterprises and individuals) investing in the H Shares of the Company listed on HKEx ("Southbound Trading"), the dividend distribution arrangement is set out in the section "Dividend Distribution for Southbound Trading Investors" below.

The dividends distributed to the shareholders of H Shares will be paid in Hong Kong dollars ("HK$"). The exchange rate for the final dividends is the average of the median exchange rate for converting RMB into HK$ quoted by the People's Bank of China for the five working days preceding the day on which the final dividends was declared, i.e. at the rate of 100:83.988for

converting HK$ into RMB. Accordingly, each H Share of the Company will receive HK0.404820 (tax included) as final dividends which will be distributed on or before 18 July 2016.

Pursuant to 《中華人民共和國企業所得稅法》(the Enterprise Income Tax Law of the People's Republic of China) and its implementation rules implemented in 2008, starting from 1 January 2008, any PRC domestic enterprise which pays dividend to a non-resident enterprise shareholder shall withhold and pay enterprise income tax at a tax rate of 10%. The withholding and payment obligations will lie with the payer. In respect of all shareholders whose names appear in the register of shareholders of H Shares of the Company on 2 June 2016 who are not individuals (including HKSCC Nominees Limited, corporate nominees or trustees, and other entities or organisations that are all considered as non-resident enterprise shareholders), the Company will distribute the dividends after deducting the 10% enterprise income tax.