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.