ZHEJIANG EXPRESSWAY CO., LTD. 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.
(A joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock code: 0576)Zhejiang Expressway Co., Ltd. (the "Company") held an extraordinary general meeting (the "EGM") at 10 a.m. on Tuesday, 22 December 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 842,730,259 shares of the Company entitled to attend and to vote at the EGM, or 19.40% 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 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 the proposed resolutions duly passed, details of which are as follows:
resolved to approve and confirm the agreement dated 12 October 2015 (the "Share Purchase Agreement") entered into between the Company and Zhejiang Communications Investment Group Industrial Development Co., Ltd., and the terms and conditions thereof and the transactions contemplated thereunder and the implementation thereof, with 842,686,259 shares voted in the affirmative (representing 99.99% of the total shares held by the independent Shareholders present at the EGM) and 44,000 shares voted in the negative (representing 0.01% of the total shares held by the independent Shareholders present at the EGM); and
resolved to approve, ratify and confirm the authorisation to any one of the Directors, or any other person authorised 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 Share Purchase 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 Share Purchase Agreement or the transactions contemplated thereunder, with 842,686,259 shares voted in the affirmative (representing 99.99% of the total shares held by the independent Shareholders present at the EGM) and 44,000 shares voted in the negative (representing 0.01% of the total shares held by the independent Shareholders present at the EGM).
At the time of the EGM, the resolution of the EGM involved a connected transaction and the Zhejiang Communications Investment Group Co., Ltd. abstained from voting in relation to such resolution as required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. The total number of shares of the Company held by independent Shareholders entitled to attend and vote at the EGM in respect of the resolution 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 was 4,343,114,500 shares. Mr. Eric Shi of Deloitte Touche Tohmatsu, Certified Public Accountants, was appointed and acted as the scrutineer for the vote taking during the EGM.
By order of the Board
Zhejiang Expressway Co., Ltd. Tony ZhengCompany Secretary
Hangzhou, the PRC, 22 December 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.
Zhejiang Expressway Co. Ltd. issued this content on 2015-12-22 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 2015-12-22 09:10:13 UTC
Original Document: http://www.zjec.com.cn/en/upload/2015122204571843710.PDF
