Results of AGM

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 AGM Results of the AGM Zhejiang Expressway Co., Ltd. (the "Company") held its 2010 annual general meeting (the "AGM") at 3:00 p.m. on Monday, May 9, 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 AGM by proxy represented a total of 3,561,008,141 shares of the Company entitled to attend and to vote at the AGM, or 81.99% of the total issued share capital of the Company. Chairman of the Company, Mr. Jisong Chen, chaired the AGM. Votings at the AGM took place by way of poll, with all the proposed resolutions duly passed, details of which are as follows: 1. Resolved to approve the report of the directors for the year 2010, with 3,558,849,641 shares voted in the affirmative (representing 99.939% of the total shares held by the Shareholders present at the AGM) and 36,000 shares voted in the negative (representing 0.001% of the total shares held by the Shareholders present at the AGM); 2. Resolved to approve the report of the supervisory committee for the year 2010, with 3,558,849,641 shares voted in the affirmative (representing 99.939% of the total shares held by the Shareholders present at the AGM) and 36,000 shares voted in the negative (representing 0.001% of the total shares held by the Shareholders present at the AGM); 3. Resolved to approve the audited financial statements for the year 2010, with 3,560,930,141 shares voted in the affirmative (representing 99.997% of the total shares held by the Shareholders present at the AGM) and 36,000 shares voted in the negative (representing 0.001% of the total shares held by the Shareholders present at the AGM); 4. Resolved to approve the payment of a final dividend of Rmb25 cents per share in respect of the year ended December 31, 2010, with 3,561,022,141 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 for the year 2010 and the financial budget for the year 2011, with 3,560,966,141 shares voted in the affirmative (representing 99.998% of the total shares held by the Shareholders present at the AGM) and no shares voted in the negative; 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 to fix their remuneration, with 3,560,986,141 shares voted in the affirmative (representing 99.999% of the total shares held by the Shareholders present at the AGM) and 36,000 shares voted in the negative (representing 0.001% of the total shares held by the Shareholders present at the AGM); and 7. Resolved to approve the re-appointment of Pan China Certified Public Accountants as the PRC auditors of the Company, and authorize the board of directors of the Company to fix their remuneration, with 3,560,986,141 shares voted in the affirmative (representing 99.999% of the total shares held by the Shareholders present at the AGM) and 36,000 shares voted in the negative (representing 0.001% of the total shares held by the Shareholders present at the AGM). The total number of issued shares of the Company entitling the holders to attend and vote at the AGM in respect of the resolutions was 4,343,114,500. There was no share entitling any holder to attend and vote only against the resolutions at the AGM. Mr. Lin Tang of Deloitte Touche Tohmatsu Certified Public Accountants was appointed and acted as scrutineer for the vote taking during the AGM. No person was required to abstain from voting at the AGM in relation to the above. Further information on the payment of final dividend The payment of a final dividend of Rmb25 cents per share in respect of the year ended December 31, 2010 was approved by more than half of votes cast by the Shareholders at the AGM. Shareholders whose names appeared in the register of members of the Company on April 14, 2011 ("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 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 final dividend is therefore HK$1.00 to Rmb0.83744. 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$29.853 cents per share for natural persons is expected to be paid to the H Share holders of the Company on June 9, 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 Tony Zheng Company Secretary Hangzhou, the PRC, May 9, 2011 As at the date of this announcement, the executive directors of the Company are: Messrs. Jisong Chen, Xiaozhang Zhan, Wenyao Jiang, Jingzhong Zhang and Huikang Ding; the non-executive director of the Company is: Mrs. Luyun Zhang; and the independent non-executive directors of the Company are: Messrs. Chee Chen Tung, Junsheng Zhang and Liping Zhang.
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