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.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities or an invitation to enter into an agreement to do such things, nor is it calculated to invite any offer to acquire, purchase or subscribe for any securities.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company. This announcement is not, and is not intended to be, an offer of securities of the Company for sale, or the solicitation of an offer to buy securities of the Company, in the United States. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act, and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to registration requirements of the U.S. Securities Act. This announcement and the information contained herein are not for distribution, directly or indirectly, in or into the United States. No public offer of the securities referred to herein is being or will be made in the United States.

(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 2016 annual general meeting (the "AGM") at 10:00 a.m. on Thursday, May 18, 2017 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 3,725,638,583 shares of the Company entitled to attend and to vote at the AGM, or 85.7826% 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 2016, with 3,725,408,583 shares voted in the affirmative (representing 99.9938% of the total shares held by the Shareholders present at the AGM) and 230,000 shares voted in the negative (representing 0.0062% of the total shares held by the Shareholders present at the AGM);

  2. Resolved to approve the report of the supervisory committee of the Company for the year 2016, with 3,725,408,583 shares voted in the affirmative (representing 99.9938% of the total shares held by the Shareholders present at the AGM) and 230,000 shares voted in the negative (representing 0.0062% of the total shares held by the Shareholders present at the AGM);

  3. Resolved to approve the audited financial statements of the Company for the year 2016, with 3,725,408,583 shares voted in the affirmative (representing 99.9938% of the total shares held by the Shareholders present at the AGM) and 230,000 shares voted in the negative (representing 0.0062% of the total shares held by the Shareholders present at the AGM);

  4. Resolved to approve the payment of a final dividend of RMB29.5 cents per share in respect of the year ended December 31, 2016, with 3,725,638,583 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 2016 and the financial budget of the Company for the year 2017, with 3,725,408,583 shares voted in the affirmative (representing 99.9938% of the total shares held by the Shareholders present at the AGM) and 230,000 shares voted in the negative (representing 0.0062% of the total shares held by the Shareholders present at the AGM);

  6. Resolved to consider and elect Mr. Wu Qingwang (吳清旺) as an independent supervisor of the Company with 3,722,226,432 shares voted in the affirmative (representing 99.9084% of the total shares held by the Shareholders present at the AGM) and 2,876,151 shares voted in the negative (representing 0.0772% of the total shares held by the Shareholders present at the AGM);

  7. 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 3,725,636,482 shares voted in the affirmative (representing 99.9999% of the total shares held by the Shareholders present at the AGM) and 2,101 shares voted in the negative (representing 0.0001% of the total shares held by the Shareholders present at the AGM);

  8. 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 3,725,636,482 shares voted in the affirmative (representing 99.9999% of the total shares held by the Shareholders present at the AGM) and 2,101 shares voted in the negative (representing 0.0001% of the total shares held by the Shareholders present at the AGM);

    AS SPECIAL RESOLUTIONS
  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 issuing 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 3,016,478,388 shares voted in the affirmative (representing 80.9654% of the total shares held by the Shareholders present at the AGM) and 709,160,195 shares voted in the negative (representing 19.0346% of the total shares held by the Shareholders present at the AGM), the details are as follows:

    "THAT:

    1. 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;

      1. 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;

      2. 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

        1. 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

        2. For the purpose of this special resolution:

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

          • the conclusion of the next annual general meeting of the Company;

          • the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or other applicable laws to be held; and

          • the revocation or variation of the authority given under this resolution by a special resolution in general meeting.

          "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.

        3. 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."

        4. 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 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 RMB29.5 cents per share in respect of the year ended December 31, 2016 was approved by more than half of the votes cast by the Shareholders at the AGM.

        Zhejiang Expressway Co. Ltd. published this content on 18 May 2017 and is solely responsible for the information contained herein.
        Distributed by Public, unedited and unaltered, on 18 May 2017 09:53:18 UTC.

        Original documenthttp://www.zjec.com.cn/en/upload/2017051805543850010.PDF

        Public permalinkhttp://www.publicnow.com/view/8776446A9FE388D9C16CFA17B9EE523C46B720D7