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 Resolutions Passed at the EGM
Results of EGM
Zhejiang Expressway Co., Ltd. (the "Company") held an extraordinary general
meeting (the "EGM") at 3:00 p.m. on Thursday, October 13, 2011 at 12/F, Block
A, Dragon Century Plaza, 1 Hangda Road, Hangzhou, 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 3,579,447,278 shares of the Company entitled to attend
and to vote at the EGM, or 82.42% of the total issued share capital of the
Company. The EGM was convened by the board of directors of the Company (the
"Board"), and Chairman of the Company, Mr. Chen Jisong, chaired the EGM.
After considering the ordinary resolution proposed by the Board, the
Shareholders resolved through voting by way of poll to approve and declare an
interim dividend of Rmb6 cents per share in respect of the six months ended
June 30, 2011, with 3,579,447,278 shares voted in the affirmative (representing
100 % of the total shares held by the Shareholders present at the EGM) and no
share voted in the negative.
The total number of issued shares of the Company entitling the holders to
attend and vote at the EGM in respect of the ordinary resolution was
4,343,114,500. There was no share entitling any holder to attend and vote only
against the resolution at the EGM. Ms. Julie Zhu of the Company's auditors,
Deloitte Touche Tohmatsu Certified Public Accountants, was appointed and acted
as scrutineer for the vote taking during the EGM. No person was required to
abstain from voting at the EGM in relation to the above.
Further information on the payment of interim dividend for the six months ended
June 30, 2011
As more than half of votes cast by the Shareholders present at the EGM were in
favor of the proposed ordinary resolution, the payment of an interim dividend
of Rmb6 cents per share for the six months ended June 30, 2011 has been
approved. Shareholders whose names appeared in the register of members of the
Company on Monday, October 24,2011 (the "Record Date") are entitled to the said
For determining the entitlement to the proposed interim dividend, the register
of members holding H shares of the Company (the "H Shares") will be closed from
Wednesday, October 19, 2011 to Monday, October 24, 2011, 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 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 Center, 183
Queen's Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m.
on Tuesday, October 18, 2011.
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 Renminbi 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 interim
dividend is therefore HK$1.00 to Rmb0.8199.
According to the Law on Corporate Income Tax of the People's Republic of China
and the relevant implementing rules (the "CIT Law"), 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.
The interim dividend of HK$6.586 cents per share net of Corporate Income Tax
for non- resident enterprises or HK$7.318 cents per share for natural persons
is expected to be paid to holders of H Shares on Thursday, November 3, 2011.
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.
Hangzhou, the PRC, October 13, 2011
As at the date of this announcement, the executive directors of the Company
are: Messrs. Chen Jisong, Zhan Xiaozhang, Jiang Wenyao, Zhang Jingzhong
and Ding Huikang; the non-executive director is Mrs. Zhang Luyun; and the
independent non-executive directors are: Messrs. Tung Chee Chen, Zhang
Junsheng and Zhang Liping.