Results of AGM and Election Results for New Ses...

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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

         Election Results for a New Session of the Board of Directors 
                        and the Supervisory Committee

             Appointment of Committee Chairman, Senior Officers 
                        and Authorized Representatives


Zhejiang Expressway Co., Ltd. (the "Company") held its 2011 annual general 
meeting (the "AGM") at 9:00 a.m. on Monday, June 11, 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 AGM by proxy 
represented a total of 3,633,490,141 shares of the Company entitled to attend 
and to vote at the AGM, or 83.66% of the total issued share capital of the 
Company as at the date of the AGM. Chairman of the Company, Mr. CHEN Jisong, 
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:


A.  As Ordinary Resolutions:

1.  Resolved to approve the report of the directors for the year 2011, with 
    3,633,490,141 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;

2.  Resolved to approve the report of the supervisory committee for the year 
    2011, with 3,633,490,141 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;

3.  Resolved to approve the audited financial statements for the year 2011, 
    with 3,633,490,141 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;
 
4.  Resolved to approve the payment of a final dividend of Rmb25 cents per 
    share in respect of the year ended December 31, 2011, with 3,633,490,141 
    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 2011 and the financial
    budget for the year 2012, with 3,633,490,141 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;

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 (the "Board")
    to fix their remuneration, with 3,633,136,141 shares voted in the 
    affirmative (representing 99.99% of the total shares held by the 
    Shareholders present at the AGM) and 354,000 shares voted in the negative 
    (representing 0.01% 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 authorize the Board to
    fix their remuneration, with 3,633,136,141 shares voted in the affirmative 
    (representing 99.99% of the total shares held by the Shareholders present
    at the AGM) and 354,000 shares voted in the negative (representing 0.01% 
    of the total shares held by the Shareholders present at the AGM);

8.  Resolved to elect members of the sixth session of the Board (except for Mr.
    ZHANG Junsheng), and approved their remuneration and/or allowance package,
    with the following voting results:


                                        Votes          Votes        Percentage
    Directors                             for        against        of passing

    Mr. ZHAN Xiaozhang          3,622,678,654      9,917,397           99.702% 
    Ms. LUO Jianhu              3,622,678,654      9,917,397           99.702% 
    Mr. DING Huikang            3,622,678,654      9,917,397           99.702% 
    Mr. LI Zongsheng            3,622,678,654     10,616,027           99.702%
    Mr. WANG Weili              3,622,678,654     10,616,027           99.702% 
    Mr. WANG Dongjie            3,622,678,654     10,616,027           99.702%
    Mr. ZHOU Jun                3,632,940,681        354,000           99.985%
    Mr. PEI Ker-Wei             3,633,294,681              0           99.995%


9.  Resolved to re-elect Mr. ZHANG Junsheng as an independent non-executive 
    director of the Company and approved his allowance package, with 
    3,632,242,051 shares voted in the affirmative (representing 99.966% of the
    total shares held by the Shareholders present at the AGM) and 1,052,630 
    shares voted in the negative (representing 0.03% of the total shares held
    by the Shareholders present at the AGM);
 
10. Resolved to elect members of the sixth session of the Supervisory Committee
    of the Company (except for the supervisor representing employees of the 
    Company), and approved their allowance package, with the following voting 
    results:


                                        Votes          Votes        Percentage
    Supervisors                           for        against        of passing

    Mr. FU Zhexiang             3,632,940,681        354,000           99.985%
    Mr. WU Yongmin              3,633,294,681              0           99.995%
    Mr. LIU Haisheng            3,633,294,681              0           99.995%
    Mr. ZHANG Guohua            3,633,294,681              0           99.995%


11. Resolved to authorize the Board to approve the directors' service 
    contracts, the supervisors' service contracts and all other relevant 
    documents and to authorize 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 
    3,633,136,141 shares voted in the affirmative (representing 99.99% of the 
    total shares held by the Shareholders present at the AGM) and 354,000 
    shares voted in the negative (representing 0.01% of the total shares held
    by the Shareholders present at the AGM).


The term of office for the directors and supervisors of the Company of the 
sixth session is approximately three years, commencing on June 11, 2012 and 
expiring on June 30, 2015.


B.  As Special Resolution:

    Resolved to approve the proposal by the Board to amend the articles of 
    association of the Company in the manner as set out in the circular of the
    Company dated April 25, 2012 to the Shareholders, and authorize the Board
    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 3,633,490,141 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.

At the time of the AGM, the total number of Shares in issue as well as 
entitling the holders to attend and vote at the AGM in respect of the 
resolutions 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. Jeff Mou and Ms. Min Min Li of Deloitte Touche Tohmatsu Certified 
Public Accountants were appointed and acted as scrutineers for the vote taking 
during the AGM.
 
PROFILES OF NEWLY ELECTED MEMBERS OF THE BOARD 

Executive director

Ms. LUO Jianhu, born in 1971, graduated from the Department of Law at Hangzhou 
University, majoring in Economic Law. She is a senior economist with a 
bachelor's degree in law. Since she started her career in August 1994, Ms. Luo 
had held such positions as the board secretary of Zhejiang Transportation 
Engineering Construction Group Co., Ltd., the secretary and assistant to 
director of the Secretarial Office to the Board, deputy director of the Legal 
Affairs Department and the deputy director of the Secretarial Office to the 
board of Zhejiang Communications Investment Group Co., Ltd. She is currently 
the board secretary, director of the Secretarial Office to the Board and the 
manager of the Investment and Development Department of Zhejiang Communications 
Investment Group Co., Ltd.


Non-executive directors

Mr. LI Zongsheng, born in 1967, is a senior economist. Since Mr. Li graduated 
from the Department of Chinese Language at YanTai University in July 1991, he 
had served as the deputy director of the administrative office of the 
Commission for Economy and Trade of Zaozhuang in Shandong Province and the 
head of the First Secretarial Division of Zaozhuang Municipal Government Office. 
Since he joined Zhejiang Communications Investment Group Co., Ltd. in July 2004, 
he had successively held the positions of the head and deputy director of the 
Chinese Communist Party Working Department, deputy director of the Discipline 
Office and the board secretary and deputy director of the Secretarial Office 
to the Board. He is currently the manager of the Human Resources Department of 
Zhejiang Communications Investment Group Co. Ltd.

Mr. WANG Weili, born in 1965, graduated from Fuzhou University majoring in Road 
and Bridge, and then obtained a master's degree in Civil Engineering from 
Zhejiang University. He is a senior engineer with professional certification. 
Since he started his career in September 1987, Mr. Wang had served as an 
engineer of Zhejiang Transportation Design Institute, the vice director of 
Engineering Division of Executive Commission of Zhejiang Jinliwen Expressway 
Co., Ltd. and the deputy general manager and chief engineer of Zhejiang 
Jiashao Expressway Co., Ltd. Since he joined Zhejiang Communications Investment 
Group Co., Ltd. in May 2006, he had successively held the positions of the 
vice president of Project Management Department, Security Management Department 
and Expressway Management Department and the deputy director of the Expressway 
Construction Management Office. He is currently the manager of the Expressway 
Management Department of Zhejiang Communications Investment Group Co. Ltd.

Mr. WANG Dongjie, born in 1977, graduated from Southeast University majoring 
in Highway and Railway Engineering with a master's degree in engineering. He is 
a senior engineer. Since he started his career in March 2002, Mr. Wang had 
served as an engineer of the Executive Commission of Hangzhou Ring Road North 
Line Project, the deputy executive chief of the Executive Commission for the 
interflow renovation of Hangzhou airport road, the Engineering Division Chief 
of Management Office of Chun'an section of Hangqian Expressway and the director 
and deputy general manager of Hangzhou Transportation Road and Bridge 
Construction Company. He joined Zhejiang Communications Investment Group Co., 
Ltd. in January 2007 and is currently the vice president of the Investment and 
Development Department.

Independent non-executive directors

Mr. ZHOU Jun, born in 1969, is the executive director and vice president of 
Shanghai Industrial Investment (Holdings) Co. Ltd. ("SIIC"). Mr. Zhou graduated 
from Nanjing University and Fudan University with a bachelor's degree in arts 
and a master's degree in economics (international finance). He also serves as 
the chairman of Shanghai Industrial Infrastructure Holdings Ltd. and seven 
other companies, the chairman of Asia Water Technology Limited in Singapore 
(SGX:5GB), executive director and deputy chief executive officer of Shanghai 
Industrial Holding Limited (HK:0363), executive director of Shanghai Industrial 
Urban Development Group Limited (HK: 0563), and Mr. Zhou is also a member of 
the Shanghai Municipal People's Congress. He worked for Guotai Securities Co., 
Ltd. (now Guotai Junan Securities Co.) before joining SIIC in April 1996. The 
management positions he had held within the SIIC group of companies were 
deputy general manager of SIIC Real Estate Holdings (Shanghai) Co., Ltd., 
deputy general manager of Shanghai Industrial United Holdings Co., Ltd. 
(SH:600607), managing director of Shanghai Cyber Galaxy Investment Co., Ltd. 
and general manager of the Strategic Investment Department of SIIC. Mr. Zhou 
has about 20 years' professional experience in securities, financial investment, 
real estate and project planning.

Mr. PEI Ker-Wei, born in 1957, is a Professor of Accountancy and Associate 
Dean at W. P. Carey School of Business, Arizona State University. Mr. Pei 
received his Ph.D. degree in Accounting from University of North Texas in 1986. 
He is currently the director of W. P. Carey EMBA programs in China. He served 
as the chairman of the Globalization Committee of the American Accounting 
Association in 1997 and as the president of the Chinese Accounting Professors 
Association�CNorth America in 1993 to 1994. Mr. Pei currently serves as an 
external director of Baosteel Group and independent director of Want Want 
China Holdings (00151.hk) and Zhong An Real Estate (00672.hk).


PROFILES OF NEWLY ELECTED MEMBERS OF THE SUPERVISORY COMMITTEE

Supervisor representing shareholders

Mr. FU Zhexiang, born in 1958, graduated from Correspondence College of the 
Party Central School majoring in Economics with a bachelor's degree. He is a 
senior accountant with professional certification. Since he started his career 
in December 1976, Mr. Fu had served as the deputy chief of the Fee Collection 
Division of Highway Inspection and Collection Bureau of Zhejiang Province and 
the deputy chief accountant of Zhejiang Xin Gan Xian Express Passenger 
Transportation Co., Ltd. Since he joined Zhejiang Communications Investment 
Group Co., Ltd. in February 2002, he had successively held the positions of 
the assistant to manager of the Financial Audit Department and the vice 
president of Financial Management Department and Internal Audit Department. He 
is currently the manager and financial director of the Financial Management 
Department of Zhejiang Communications Investment Group Co., Ltd.

Independent supervisor

Mr. ZHANG Guohua, born in 1963, obtained a doctorate degree in human resources 
management. He is a senior economist and the president of Ping An Bank, 
Hangzhou Branch. Mr. Zhang graduated from Hangzhou University in 1985 with a 
bachelor's degree in education and then received a master's degree in 
educational psychology in 1988. In 2000, he was granted the Graduate 
Certificate of Completion in finance by the School of Economics of Zhejiang 
University, and then obtained the doctorate degree in psychology from the 
College of Science of Zhejiang University in 2007. Since 1988, Mr. Zhang had 
successively worked in the headquarters of Industrial and Commercial Bank of 
China, Hangzhou Institute of Financial Managers, Hangzhou Financial Urban 
Credit Cooperative and China Everbright Bank, Hangzhou Branch and Wuxi Branch. 
Since February 2009, he has been the president of Ping An Bank, Hangzhou 
Branch. Since 10 July 2008, he has served as an independent director of 
Zheshang Securities.

Directors and Supervisors' Emoluments

The remunerations for the executive directors of the Company as specified in 
their respective service contracts, each of which is fixed for a three-year 
term and based on remunerations of the fifth session, are as follows:


                                         1st year      2nd year      3rd year
                                              Rmb           Rmb           Rmb

Chairman                                  899,000       899,000       899,000
Director/General Manager                  689,000       689,000       689,000
Director/Deputy General Manager           595,000       595,000       595,000


Non-executive directors and supervisors are not entitled to any fixed 
remunerations from the Company, although all directors and supervisors of the 
Company are provided with allowances that are subject to their performances in 
discharging their duties as determined by the Board's discretion.


Other Information

Save as disclosed herein, the elected members of the sixth session of the Board 
and the Supervisory Committee did not hold any positions with the Company or 
any of its subsidiaries. Save as disclosed herein and other than the present 
appointments, the elected members of the sixth session of the Board and the 
Supervisory Committee did not hold any directorships in the last three years 
in public companies, the securities of which are listed on any securities 
market in Hong Kong or overseas.
 
Save as disclosed herein, the elected members of the sixth session of the Board 
and the Supervisory Committee have no relationships with any directors, senior 
management or substantial or controlling shareholders of the Company.

None of the elected members of the sixth session of the Board and the 
Supervisory Committee has an interest in the shares of the Company (within the 
meaning of Part XV of the Securities and Futures Ordinance).

Save for the information disclosed above, there are no other matters that need 
to be brought to the attention of the Shareholders of the Company and there is 
no other information required to be disclosed pursuant to any of the 
requirements of Rule 13.51(2) of the Rules Governing the Listing of Securities 
on The Stock Exchange of Hong Kong Limited (the "Listing Rules").


Appointment of Committee Chairman and Senior Officers

Following the election, the sixth session of the Board held its first meeting 
and (i) elected Mr. ZHAN Xiaozhang as Chairman of the Company and (ii) 
appointed Mr. ZHAN Xiaozhang as Chairman of the Strategic Committee and 
Nomination Committee, Mr. ZHOU Jun as Chairman of the Audit Committee, and Mr. 
ZHANG Junsheng as Chairman of the Remuneration Committee.

In the same meeting, Ms. LUO Jianhu was appointed as General Manager of the 
Company; Mr. DING Huikang, Mr. ZHANG Jingzhong and Mr. FANG Zhexing were 
appointed as Deputy General Managers of the Company; Mr. WU Junyi was appointed 
as Chief Financial Officer of the Company; and Mr. Tony Zheng was appointed as 
Company Secretary of the Company.

The appointments above are for a term of approximately three years, commencing 
on June 11, 2012 and expiring on June 30, 2015.


Authorized Representatives

The Company has appointed Mr. ZHAN Xiaozhang and Mr. ZHANG Jingzhong to be its 
authorized representatives for the purpose of Rule 3.06 of the Listing Rules.


Appreciations

Mr. CHEN Jisong, Mr. JIANG Wenyao, Mr. ZHANG Jingzhong, Ms. ZHANG Luyun, Mr. 
TUNG Chee Chen and Mr. ZHANG Liping, who were members of the fifth session of 
the Board, and Mr. MA Kehua, Mr. FANG Zhexing and Mr. JIANG Shaozhong, who were 
members of the fifth session of the Supervisory Committee of the Company will 
no longer serve as directors and supervisors of the Company upon the completion 
of the election of the new session of directors and supervisors at the AGM held 
on June 11, 2012. For many years they had discharged their duties 
wholeheartedly to the benefit of the Company's continuous and healthy 
development. The Board would like to take this opportunity to thank them for 
their valuable contribution to the Company.
 

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, 2011 was approved by more than half of 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 
Friday, June 15, 2012 to Tuesday, June 19, 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 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 Thursday, June 14, 2012. 
Shareholders whose names appeared in the register of members of the Company on 
June 19, 2012 (the "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 Rmb0.82194.

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$30.416 cents per share (before tax) is expected to be 
paid to the H Share holders of the Company on July 12, 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
                                                             Tony Zheng
                                                         Company Secretary
 

Hangzhou, the PRC, June 11, 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 of the Company are: Messrs. ZHANG Junsheng, 
ZHOU Jun and PEI Ker-Wei.