Announcement on Resolutions Passed at the 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)

Euro365 million zero coupon convertible bonds due 2022
(Stock Code: 5434)

ANNOUNCEMENT ON RESOLUTIONS PASSED AT THE AGM

Zhejiang Expressway Co., Ltd. (the "Company") held its 2017 annual general meeting (the "AGM") at 10 a.m. on Friday, June 29, 2018 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 3,733,836,910 shares of the Company entitled to attend and to vote at the AGM, or 85.97% of the total issued share capital of the Company as at the date of the AGM. Chairman of the Company, Mr.YU Zhihong, 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:

AS ORDINARY RESOLUTIONS

1.             Resolved to approve the report of the directors of the Company ("Directors") for the year 2017, with 3,730,516,764 shares voted in the affirmative (representing 99.97% of the total shares held by the Shareholders present at the AGM) and 1,012,146 shares voted in the negative (representing 0.03% 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 for the year 2017, with 3,730,516,764 shares voted in the affirmative (representing 99.97% of the total shares held by the Shareholders present at the AGM) and 1,012,146 shares voted in the negative (representing 0.03% of the total shares held by the Shareholders present at the AGM);

3.             Resolved to approve the audited financial statements of the Company for the year 2017, with 3,730,516,764 shares voted in the affirmative (representing 99.97% of the total shares held by the Shareholders present at the AGM) and 1,012,146 shares voted in the negative (representing 0.03% of the total shares held by the Shareholders present at the AGM);

4.             Resolved to approve final dividend of RMB30.0 cents per share in respect of the year ended December 31, 2017, with 3,731,958,910 shares voted in the affirmative (representing 100% of the total shares held by the Shareholders present at the AGM) and 0 shares voted in the negative;

5.             Resolved to approve the final accounts of the Company for the year 2017 and the financial budget of the Company for the year 2018, with 3,725,306,994 shares voted in the affirmative (representing 99.83% of the total shares held by the Shareholders present at the AGM) and 6,221,916 shares voted in the negative (representing 0.17% 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 to authorize the board of directors of the Company (the "Board") to fix their remuneration, with 3,731,036,310 shares voted in the affirmative (representing 99.98% of the total shares held by the Shareholders present at the AGM) and 922,600 shares voted in the negative (representing 0.02% 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 to authorize the Board to fix their remuneration, with 3,729,284,164 shares voted in the affirmative (representing 99.93% of the total shares held by the Shareholders present at the AGM) and 2,674,746 shares voted in the negative (representing 0.07% of the total shares held by the Shareholders present at the AGM);

8.             Resolved to elect Directors, and consider and approve their remuneration and allowance package, with the following voting results:

Directors	Votes for	Votes against	Percentage of passing
Mr. YU Zhihong	3,543,006,248	169,353,058	95.44%
Mr. CHENG Tao	3,698,722,599	33,236,311	99.11%
Ms. LUO Jianhu	3,699,648,159	32,310,751	99.13%
Mr. DAI Benmeng	3,692,641,437	39,317,473	98.95%
Mr. YU Qunli	3,601,462,108	123,561,583	96.68%
Mr. YU Ji	3,601,316,108	123,707,583	96.68%
Mr. PEI Ker-Wei	3,724,951,583	7,007,327	99.81%
Ms. LEE Wai Tsang, Rosa	3,725,539,159	6,297,751	99.83%
Mr. CHEN Bin	3,725,673,310	6,163,600	99.83%

9.             Resolved to elect supervisors of the Company, and consider and approve their allowance package, with the following voting results:

Supervisors	Votes for	Votes against	Percentage of passing
Mr. YAO Huiliang	3,725,730,159	6,106,751	99.84%
Ms. HE Meiyun	3,728,868,159	2,968,751	99.92%
Mr. WU Qingwang	3,730,868,159	2,968,751	99.92%

10.         Resolved to authorise the Board to approve the proposed Directors' service contracts, the proposed supervisors' service contracts and all other relevant documents and to authorise 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 3,731,958,910 shares voted in the affirmative (representing 100% of the total shares held by the Shareholders present at the AGM) and 0 shares voted in the negative.

AS SPECIAL RESOLUTION

11.         Resolved to approve the grant of a general mandate to the Board to issue, allot and deal with additional H shares not exceeding 20% of the H shares of the Company in issue and authorize the Board to make corresponding amendments to the articles of association of the Company ("Articles of Association") as it thinks fit so as to reflect the new capital structure upon the allotment or issuance of H shares, with 3,050,911,704 shares voted in the affirmative (representing 81.75% of the total shares held by the Shareholders present at the AGM) and 680,925,206 shares voted in the negative (representing 18.25% of the total shares held by the Shareholders present at the AGM), the details are as follows:

"THAT:

(A)        (a) subject to paragraph ( c) and in accordance with the relevant requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the Articles of Association and the applicable laws and regulations of the PRC, the exercise by the Board during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with, either separately or concurrently, additional H shares of the Company and to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers be hereby generally and unconditionally approved;

(b)          the approval in paragraph (a) shall authorize the Board during the Relevant Period to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers after the end of the Relevant Period;

(c)           the aggregate nominal amount of H shares of the Company allotted, issued and dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt with (whether pursuant to an option or otherwise) by the Board pursuant to the approval granted in paragraph

(a)    shall not exceed 20% of the aggregate nominal amount of H shares of the Company in issue on the date of passing this resolution, other than pursuant to (i) a Rights Issue (as hereinafter defined) or (ii) any scrip dividend or similar arrangement providing for allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Articles of Association; and

(d)          For the purpose of this special resolution:

"Relevant Period" means the period from the date of passing of this resolution until the earliest of:

•                the conclusion of the next annual general meeting of the Company;

•                the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or other applicable laws to be held;

•                the date on which the authority set out in this resolution is revoked or varied by a resolution of the shareholders at any general meeting of the Company.

"Rights Issue" means an offer of shares open for a period fixed by the directors to holders of shares on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange in any territory outside Hong Kong) and an offer, allotment or issue of shares by way of rights shall be construed accordingly.

(B)         The Board be authorized to make corresponding amendments to the Articles of Association as it thinks fit so as to reflect the new capital structure upon the allotment or issuance of shares as provided in sub-paragraph (a) of paragraph (A) of this resolution.

(C)         The Board is authorized to grant the general mandate to the Chairman and General Manager of the Company (collectively referred to as the "authorized persons") to individually or jointly issue H Shares at their absolute discretion.

At the time 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 of the AGM was 4,343,114,500. There was no share requiring any holder to attend and vote only against the resolutions or to abstain from voting 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.

FURTHER INFORMATION ON THE PAYMENT OF FINAL DIVIDEND

The payment of a final dividend of RMB30.0 cents per share in respect of the year ended December 31, 2017 was approved by more than half of the 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 July 6, 2018 to July 11, 2018 (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 July 5, 2018. Shareholders whose names appear in the register of members of the Company on July 11, 2018 (the "Record Date") are entitled to the said final dividend.

Pursuant to the relevant regulations and the Articles of Association, dividends for holders of H Shares (excluding Shareholders who are Chinese Mainland individual investors or enterprise investors investing in shares listed on the Hong Kong Stock Exchange through the Shanghai-Hong Kong Stock Connect or the Shenzhen-Hong Kong Stock Connect) shall be paid in Hong Kong dollars according to the average closing exchange rate of Hong Kong dollars to Renminbi declared by the People's Bank of China in the five trading days prior to 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 RMB0.83192.

Dividends payable to the Shareholders who are Chinese Mainland individual investors or corporate investors investing in the H Shares via the Shanghai-Hong Kong Stock Connect or the Shenzhen-Hong Kong Stock Connect will be paid in Renminbi by the China Securities Depository and Clearing Corporation Limited Shanghai Branch or Shenzhen Branch as entrusted by the Company.

According to the Law on Enterprise Income Tax of the People's Republic of China and the relevant implementing rules (the "EIT 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 EIT 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.

According to the requirements of the "Notice on Taxation Policies Concerning the Shanghai-Hong Kong Stock Connect Pilot Program (Finance Tax [2014] No. 81) and "Notice on Taxation Policies Concerning the Shenzhen-Hong Kong Stock Connect Pilot Program (Finance Tax [2016] No. 127) jointly published by the Ministry of Finance, State Administration of Taxation and China Securities Regulatory Commission, the Shanghai-Hong Kong Stock Connect and the Shenzhen-Hong Kong Stock Connect tax arrangements are as follows: (i) for Chinese Mainland individual investors who invest in the H Shares via the Shanghai-Hong Kong Stock Connect or the Shenzhen-Hong Kong Stock Connect, the Company will withhold individual income tax at the rate of 20% in the distribution of final dividend. Individual investors may, by producing valid tax payment proofs, apply to the competent tax authority of China Securities Depository and Clearing Company Limited for tax credit relating to the withholding tax already paid abroad; and (ii) for Chinese Mainland securities investment funds that invest in the H Shares via the Shanghai-Hong Kong Stock Connect or the Shenzhen-Hong Kong Stock Connect, the Company will withhold individual income tax in the distribution of final dividend pursuant to the foregoing provisions.

For Chinese Mainland corporate investors that invest in the H Share via the Shanghai-Hong Kong Stock Connect or the Shenzhen-Hong Kong Stock Connect, the Company will not withhold the enterprise income tax in the distribution of final dividend and such investors shall file the tax returns on their own.

The final dividend of HK$36.061 cents per share (before tax) is expected to be paid to the H Shareholders of the Company on August 21, 2018.

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.

ADJUSTMENT TO CONVERSION PRICE OF €365,000,000 ZERO COUPON CONVERTIBLE BONDS DUE 2022

References are made to the announcements of the Company dated April 5, 2017, April 6, 2017, April 21, 2017, May 18, 2017, December 18, 2017 and December 19, 2017 in relation to the issue of the zero coupon convertible bonds due 2022 in an aggregate principal amount of €365,000,000 (the "Bonds").

The terms and conditions of the Convertible Bonds (the "CB Terms and Conditions") provided, among other things, that if the Company pays or makes any Capital Distributions (as defined in the CB Terms and Conditions), the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before such Capital Distribution by the following fraction:

A – B
--------

 

Where:

A             is the sum of (i) the aggregate number of Ordinary Shares (as defined in the CB Terms and Conditions) of one class multiplied by the relevant Current Market Price (as defined in the CB Terms and Conditions) per Ordinary Share of such class and

(ii) the aggregate number of Ordinary Shares of a second class multiplied by the relevant Current Market Price per Ordinary Share of such class, in each case on the date on which the Capital Distribution is first publicly announced; and

B              is the Fair Market Value (as defined in the CB Terms and Conditions) of the aggregate Capital Distribution to the Ordinary Shareholders (as defined in the CB Terms and Conditions).

Such adjustment shall become effective on the date that such Capital Distribution is actually made or, if a record date is fixed therefor, immediately after such record date.

The payment of the 2017 final dividend as recommended by the Board was approved by the Shareholders at the 2017 AGM. With effect from July 12, 2018, being the day immediately after the record date in respect of the 2017 final dividend, the Conversion Price of the Bonds will be adjusted from the Conversion Price of HK$12.54 per H Share to the adjusted Conversion Price of HK$12.00 per H Share (the "Adjustment"), in accordance with the terms and conditions of the Bonds. Save for the abovementioned Adjustment to the Conversion Price, the other terms of the Bonds remain unchanged.

As at the date of this announcement, the aggregate principal amount under the Bonds that remains outstanding is €365,000,000. Immediately following the Adjustment, the maximum number of H Shares issuable by the Company upon full conversion of the Bonds at the adjusted Conversion Price of HK$12.00 per H Share will be 252,348,833 H Shares, representing an increase of 10,866,696 H Shares (the "Additional Conversion Shares") from the 241,482,137 H Shares based on the previous Conversion Price of HK$12.54 per H Share.

The Additional Conversion Shares will be issued and allotted pursuant to the general mandate approved by the Shareholders at the annual general meeting of the Company held on May 6, 2016 (the "2016 General Mandate"). The Company is entitled to issue and allot a maximum of 286,770,900 H Shares pursuant to the 2016 General Mandate which is sufficient to cover the maximum number of Conversion Shares (currently being 252,348,833 H Shares) to be issued under the CB Terms and Conditions, taking into account the Adjustment.

An application will be made by the Company to the Stock Exchange for the listing of, and permission to deal in, the Additional Conversion Shares on the Stock Exchange.

By order of the Board         
   Zhejiang Expressway Co., Ltd.
Tony Zheng              
Company Secretary        

Hangzhou, the PRC, June 29, 2018

As at the date of this announcement, the Chairman of the Company is Mr. YU Zhihong; the executive Directors of the Company are: Mr. CHENG Tao and Ms. LUO Jianhu; the other non-executive Directors of the Company are: Mr. DAI Benmeng, Mr. YU Qunli and Mr. YU Ji; and the independent non-executive Directors of the Company are: Mr. PEI Ker-Wei, Ms. LEE Wai Tsang, Rosa and Mr. CHEN Bin.