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 whatsoeverforanylosshowsoeverarisingfromorinrelianceuponthewholeorany
partofthecontentsofthisannouncement.
(A joint stock limited company incorporated in the People's
Republic of China with limited liability)
(Stockcode: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 time being.
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.
Tony Zheng
Company Secretary
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
PEI Ker-Wei.