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.
(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 Friday, October 12, 2012 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 3,631,566,654 shares of the Company entitled to attend and to vote
at the EGM, or 83.62% 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. ZHAN Xiaozhang, 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, 2012, with
3,631,566,654 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.
Fay Fei Peng 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, 2012
The payment of an interim dividend of Rmb6 cents per share in respect of the six
months ended June 30, 2012 has been approved by more than half of votes cast by the
Shareholders present at the EGM.
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
Thursday, October 18, 2012 to Tuesday, October 23, 2012, 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 Wednesday, October 17, 2012. Shareholders whose names
appeared in the register of members of the Company on Tuesday, October 23, 2012 (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 Rmb0.8121.
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
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
The interim dividend of HK$7.388 cents per share (before tax) is expected to be paid to
holders of H Shares on Friday, November 16, 2012.
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 12, 2012
As at the date of this announcement, the executive directors of the Company are:
Messrs. ZHAN Xiaozhang, LUO Jianhu and DING Huikang; the non-executive directors
of the Company are: Messrs. LI Zongsheng, WANG Weili and WANG Dongjie; and the
independent non-executive directors are: Messrs. ZHANG Junsheng, ZHOU Jun and