Zhejiang Expressway : Announcement on Resolutions Passed at the AGM,Election Resul...

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

Zhejiang Expressway Co., Ltd. (the "Company") held its 2014 annual general meeting (the "AGM") at 10:00 a.m. on Thursday, June 18, 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 AGM by proxy represented a total of 3,757,678,817 shares of the Company entitled to attend and to vote at the AGM, or 86.52% 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:
1. Resolved to approve the report of the directors of the Company for the year 2014, with 3,757,526,817 shares voted in the affirmative (representing 99.996% of the total shares held by the Shareholders present at the AGM) and 8,000 shares voted in the negative (representing 0.0002% 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 (the "Supervisory Committee") for the year 2014, with 3,757,526,817 shares voted in the affirmative (representing 99.996% of the total shares held by the Shareholders present at the AGM) and 8,000 shares voted in the negative (representing 0.0002% of the total shares held by the Shareholders present at the AGM);
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3. Resolved to approve the audited financial statements of the Company for the year
2014, with 3,757,526,817 shares voted in the affirmative (representing 99.996% of the total shares held by the Shareholders present at the AGM) and 8,000 shares voted in the negative (representing 0.0002% of the total shares held by the Shareholders present at the AGM);
4. Resolved to approve the payment of a final dividend of Rmb26.5 cents per share in respect of the year ended December 31, 2014, with 3,757,678,817 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 2014 and the financial budget of the Company for the year 2015, with 3,757,526,817 shares voted in the affirmative (representing 99.996% of the total shares held by the Shareholders present at the AGM) and 8,000 shares voted in the negative (representing 0.0002% of the total shares held by the Shareholders present at the AGM);
6. 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 3,756,644,817 shares voted in the affirmative (representing
99.972% of the total shares held by the Shareholders present at the AGM) and
103,400 shares voted in the negative (representing 0.0028% of the total shares held by the Shareholders present at the AGM);
7. 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 3,756,644,817 shares voted in the affirmative (representing
99.972% of the total shares held by the Shareholders present at the AGM) and
103,400 shares voted in the negative (representing 0.0028% of the total shares held by the Shareholders present at the AGM);
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8. Resolved to elect members of the seventh session of the Board and approved their remuneration and/or allowance package, with the following voting results:

9. Resolved to elect members of the seventh session of the Supervisory Committee of the Company (except for the supervisor representing employees of the Company), and approved their allowance package, with the following voting results:

Mr. YAO Huiliang 3,753,873,966 3,804,851 99.899% Mr. WU Yongmin 3,753,873,966 3,804,851 99.899% Mr. ZHANG Guohua 3,753,873,966 3,804,851 99.899% Mr. SHI Ximin 3,753,873,966 3,804,851 99.899%
10. Resolved to authorize the Board to approve the directors' service contracts, the supervisors' service contracts and all other relevant documents and to authorize 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 3,757,612,817 shares voted in the affirmative (representing 99.998% of the total shares held by the Shareholders present at the AGM) and 66,000 shares voted in the negative (representing 0.002% of the total shares held by the Shareholders present at the AGM); and
11. Resolved to disapprove the following resolution:
a) the financial services agreement between the Company and Zhejiang Communications Investment Group Finance Co., Ltd. dated April 24, 2015 (the "New Financial Services Agreement") and the terms thereof and the transactions contemplated thereunder;
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b) the annual cap for the Deposit Services (as defined in the circular of the Company dated May 4, 2015 (the "Circular")) under the New Financial Services Agreement; and
c) the authorization to the Board to take all steps necessary or expedient in its opinion to implement and/or give effect to the New Financial Services Agreement,
with 333,879,223 shares voted in the affirmative (representing 39.353% of the total shares held by the independent Shareholders present at the AGM) and 496,049,594 shares voted in the negative (representing 58.468% of the total shares held by the independent Shareholders present at the AGM).
As the New Financial Services Agreement was not approved at the AGM, the New Financial Services Agreement did not become effective and the Existing Financial Services Agreement (as defined in the Circular) will continue to be in effect pursuant to its terms and conditions.
At at the date 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 Nos.
1 to 10 of the AGM was 4,343,114,500. Resolution No. 11 of the AGM is in respect of continuing connected transactions and Zhejiang Communications Investment Group Co., Ltd. and its associates had abstained from voting in relation to such resolution at the AGM as required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"). The total number of shares of the Company held by independent Shareholders entitled to attend and vote at the AGM in respect of resolution no. 11 of the AGM was 848,418,817 shares.
There was no share requiring any holder to attend and vote only against the resolutions 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.

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The remunerations for the executive directors of the Company for the sevenths session of the Board, as specified in their respective service contracts, each of which is fixed for a three-year term and based on remunerations of the sixth session of the Board, are as follows:

Rmb Rmb Rmb

Chairman 859,000 859,000 859,000
Director/General Manager/Secretary of
the Party Committee of the Company 709,000 709,000 709,000
Director/Deputy General Manager 615,000 615,000 615,000
Non-executive directors and supervisors are not entitled to any fixed remunerations from the Company, although all directors and supervisors of the Company are provided with allowances that are subject to their performances in discharging their duties as determined by the Board's discretion.

The term of office for the directors and supervisors of the Company of the seventh session is three years, commencing on July 1, 2015 and expiring on June 30, 2018.
Save as disclosed herein, the elected members of the seventh session of the Board and the Supervisory Committee did not hold any positions with the Company or any of its subsidiaries. Save as disclosed herein and other than the present appointments, the elected members of the seventh session of the Board and the Supervisory Committee did not hold any directorships in the last three years in public companies, the securities of which are listed on any securities market in Hong Kong or overseas.
Save as disclosed herein, the elected members of the seventh session of the Board and the Supervisory Committee have no relationships with any directors, senior management or substantial or controlling shareholders of the Company.
None of the elected members of the seventh session of the Board and the Supervisory Committee has an interest in the shares of the Company (within the meaning of Part XV of the Securities and Futures Ordinance).
Save for the information disclosed above, there are no other matters that need to be brought to the attention of the Shareholders of the Company and there is no other information required to be disclosed pursuant to any of the requirements of Rule
13.51(2) of the Listing Rules.
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The payment of a final dividend of Rmb26.5 cents per share in respect of the year ended December 31, 2014 was approved by more than half of votes cast by the Shareholders at the AGM.
For determining the entitlement to the proposed final dividend, the register of members holding H shares of the Company (the "H Shares") will be closed from June 24, 2015 to June 29, 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 proposed final 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 Center, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on June 23,
2015. Shareholders whose names appear in the register of members of the Company on
June 29, 2015 (the "Record Date") are entitled to the said final dividend.
Pursuant to the Company's articles of association, dividends of H Shares shall be paid in Hong Kong dollars according to the average closing price of Hong Kong dollars to Rmb declared by the People's Bank of China in the five trading days immediately preceding the date of the declaration of dividends. The applicable exchange rate for the purpose of the payment of the final dividend is therefore HK$1.00 to Rmb0.7889.
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 in 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 H Share holders of the Company. Dividends paid to natural persons who are H Share holders are not subject to individual income tax for the time being.
The final dividend of HK$33.591 cents per share (before tax) is expected to be paid to the H Share holders of the Company on July 28, 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.
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Mr. Ding Huikang, an executive director of the Company, and Mr. Fu Zhexiang, a supervisor representing the Shareholders of the Company, will no longer serve as director of the Company and supervisory of the Company after June 30, 2015, respectively. For many years they have discharged their duties wholeheartedly to the benefit of the Company's continuous and healthy development. The Board would like to take this opportunity to thank them for their valuable contribution to the Company.
Hangzhou, the PRC, June 18, 2015
By order of the Board

Company Secretary

As at the date of this announcement, the executive directors of the Company are: Mr. ZHAN Xiaozhang, Ms. LUO Jianhu and Mr. 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.

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