Result of EGM

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 Monday, October 18, 2010 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 3,508,146,772 shares of the Company entitled to attend and to vote at the EGM, or 80.77% of the total issued share capital of the Company. Chairman of the Company, Mr. Chen Jisong, chaired the EGM. Voting at the EGM took place by way of poll, details of which are as follows: Ordinary resolutions: 1. Resolved to elect Mr. Ding Huikang as an executive director of the Company and approved his remuneration, with 3,496,615,375 shares voted in the affirmative (representing 99.67% of the total shares held by the Shareholders present at the EGM) and 10,993,397 shares voted in the negative (representing 0.31% of the total shares held by the Shareholders present at the EGM); 2. Resolved to elect Mr. Liu Haisheng as a supervisor of the Company, with 3,507,552,772 shares voted in the affirmative (representing 99.98% of the total shares held by the Shareholders present at the EGM) and no share voted in the negative; and 3. Resolved to approve and declare an interim dividend of Rmb6 cents per share in respect of the six months ended June 30, 2010, with 3,508,146,772 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. Special resolution: Resolved to amend the articles of association of the Company in the manner as set out in the circular of the Company dated August 30, 2010 to the shareholders of the Company, and authorize the board of directors of the Company to do all such things as necessary in respect of the amendments pursuant to the requirements (if any) under domestic or overseas laws or under the rules of any stock exchange on which any securities of the Company are listed, with 3,489,594,592 shares voted in the affirmative (representing 99.47% of the total shares held by the Shareholders present at the EGM) and 17,799,180 shares voted in the negative (representing 0.51% of the total shares held by the Shareholders present at the EGM). 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. Abby Li 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, 2010 As more than half of votes cast by the Shareholders present at the EGM were in favor of the ordinary resolution (3) above, the payment of an interim dividend of Rmb6 cents per share for the six months ended June 30, 2010 has been approved. Shareholders whose names appeared in the register of members of the Company on September 23, 2010 (the "Record Date") are entitled to the said interim 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 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 Rmb0.86. 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 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 interim dividend of HK$6.977 cents per share for natural persons is expected to be paid to the H Share holders of the Company on November 18, 2010. 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. ZHANG Jingzhong Company Secretary Hangzhou, the PRC, October 18, 2010 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.
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