Results 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 RESOLUTION 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 Thursday, October 17, 2013 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 3,733,821,889 shares of the Company entitled to attend
and to vote at the EGM, or 85.97% of the total issued share capital of the Company
as at the date of the EGM. 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, 2013,
with 3,733,821,889 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.
As at the date of 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. Minmin 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, 2013
The payment of an interim dividend of Rmb6 cents per share in respect of the six
months ended June 30, 2013 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
October 23, 2013 to October 28, 2013, 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 Tuesday, October 22, 2013. Shareholders whose names appeared in the register
of members of the Company on October 28, 2013 (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 Rmb0.7894.
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$7.601 cents per share (before tax) is expected to be paid
to holders of H Shares on November 27, 2013.
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 17, 2013
As at the date of this announcement, the executive directors of the Company are:
Mr. ZHAN Xiaozhang, Ms. LUO Jianhu and Mr. DING Huikang; the non-executive directors of
the Company are: Mr. LI Zongsheng, Mr. WANG Weili and Mr. WANG Dongjie; and the
independent non-executive directors are: Mr. ZHANG Junsheng, Mr. ZHOU Jun and
Mr. PEI Ker-Wei.