Results of the EGM

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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 RESULTS OF THE EGM
APPOINTMENT OF NON-EXECUTIVE DIRECTORS AND
INDEPENDENT NON-EXECUTIVE DIRECTOR  

Zhejiang Expressway Co., Ltd. (the "Company") held an extraordinary general meeting (the "EGM") at 10:00 a.m. on Monday, April 2, 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 EGM by proxy represented a total of 3,790,202,100 shares of the Company entitled to attend and to vote at the EGM, or 87.27% of the total issued share capital of the Company as at the date of the EGM. The EGM was convened by the board (the "Board") of directors (the "Directors") of the Company. Chairman of the Company, Mr. Zhan Xiaozhang, chaired the EGM.

After considering the ordinary resolutions proposed by the Board at the EGM, the Shareholders resolved through voting by way of poll, and approved all the proposed resolutions, details of which are as follows:  

     1. Resolved to elect Mr. Yu Zhihong as a non-executive Director of the Company, and to approve his allowance package, with 3,753,864,948 shares voted in the affirmative (representing 99.04% of the total shares held by the Shareholders present at the EGM) and 36,335,152 shares voted in the negative (representing 0.96% of the total shares held by the Shareholders present at the EGM);

     2. Resolved to elect Mr. Yu Ji as a non-executive Director of the Company, and to approve his allowance package, with 3,743,864,948 shares voted in the affirmative (representing 98.78% of the total shares held by the Shareholders present at the EGM) and 46,335,152 shares voted in the negative (representing 1.22% of the total shares held by the Shareholders present at the EGM);

     3. Resolved to elect Mr. Yu Qunli as a non-executive Director of the Company, and to approve his allowance package, with 3,743,864,948 shares voted in the affirmative (representing 98.78% of the total shares held by the Shareholders present at the EGM) and 46,335,152 shares voted in the negative (representing 1.22% of the total shares held by the Shareholders present at the EGM); and

     4. Resolved to elect Mr. Chen Bin as an independent non-executive Director of the Company, and to approve his allowance package, with 3,789,430,099 shares voted in the affirmative (representing 99.93% of the total shares held by the Shareholders present at the EGM) and 2,770,001 shares voted in the negative (representing 0.07% of the total shares held by the Shareholders present at the EGM); and

     5. Resolved  to  authorise  the  Board  to  approve  the  proposed  Directors'  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 3,789,622,100 shares voted in the affirmative (representing 99.98% of the total shares held by the Shareholders present at the EGM) and 578,000 shares voted in the negative (representing 0.02% of the total shares held by the Shareholders present at the EGM).

The term of office of the newly elected Directors commences on April 2, 2018, and will end on the date of expiry of the term of the Seventh session of the Board, being June 30, 2018.

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 resolutions thereat was 4,343,114,500. There was no share entitling any holder to attend and vote only against the resolutions at the EGM. Mr. Eric Shi 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.

Profiles of Newly Elected Directors

Non-executive Directors

Mr. Yu Zhihong, born in 1964, is a graduate from the Department of Electro-mechanic Engineering, Zhejiang University, and holds a Master's Degree in management from the Management Institute of Zhejiang University. Starting from 1985, Mr. Yu Zhihong worked at Xiushui Township in Central District of Jiaxing City as Deputy Manager of Township Industrial Company and Deputy Head of Township, from 1987 successively served as Secretary to Central District Office, Secretary of the Central District Youth League, Deputy Party Secretary and Party Secretary of Tanghui Township in Central District, from 1995 working as Deputy Director, Deputy Party Secretary, Director and then Party Secretary of Management Committee for the Economic Development Zone of Jiaxing City, from 2005 as Party Secretary of Haining City and as Member of Party Standing Committee of Jiaxing City, from 2010 as Deputy Mayor of Hangzhou City, Party Secretary of Qianjiang New Development Zone's Construction Committee, and then Party Secretary of Xiaoshan District, Member of Party Standing Committee of Hangzhou City, before he became the Deputy Party Secretary and then Mayor of Shaoxing City in 2013. Mr. Yu Zhihong assumed the position of Chairman and Party Secretary of Zhejiang Communications Investment Group Co., Ltd. since October 2016, and became Member of Provincial Party Committee since June 2017.

Mr. Yu Ji, born in 1975, is an Engineer. He graduated from Zhejiang University with a Master's Degree in Structure Engineering. Mr. Yu Ji began his career at Jinwen Railroad Engineering Construction Project Management Division (Qingtian County Lianggang section) and General Headquarter from 1996, worked at Zhejiang Local Railroad Survey and Design Bureau and Zhejiang Tiezi Engineering Co., Ltd. from 1998, and became a Structure Design Engineer at Zhejiang Urban Construction Design and Research Institute from 2005. Starting from 2007, Mr. Yu Ji worked as staff, Deputy Manager and then Manager at Project Management Department of Zhejiang Railroad Investment Group Co., Ltd., and became General Manager of Railroad Project Department in 2015, Manager of Communications Investment Department of Zhejiang Communications Investment Group Co., Ltd. in 2016. Since 2018, Mr. Yu Ji became General Manager of Strategic Development and Legal Affairs Department of Zhejiang Communications Investment Group Co., Ltd.  

Mr. Yu Qunli, born in 1968, graduated from Xi'an Roadway Institute with a Bachelor's Degree in Roads and Bridges Engineering. Mr. Yu Qunli also holds a Master's Degree in Structure Engineering and a MBA Degree in Business Administration, both from Zhejiang University. Mr. Yu Qunli started his career in 1990 at Zhejiang Provincial Roads and Bridges Bureau and Zhejiang Communications Engineering Construction Group Co., moved to Zhejiang Communications Engineering Group Co., Ltd. in 2000, and to Zhejiang Communications Investment Group Co., Ltd. in 2002. Starting from 2005, Mr. Yu Qunli served as Deputy General Manager at Zhejiang Zhoushan Continent to Island Construction Expressway Co., Ltd., and from 2006, as Deputy General Manager at Zhejiang Ningbo Yongtaiwen Expressway Co., Ltd. and Zhejiang Zhoushan Bay Bridge Co., Ltd. Beginning from 2010, Mr. Yu Qunli served as Deputy Manager of Safety Management Department and Manager of Safety Monitoring Management Department at Zhejiang Communications Investment Group Co., Ltd. He served as General Manager at Zhejiang Ningbo Yongtaiwen Expressway Co., Ltd. in 2013, and as General Manager at Zhejiang Taizhou Expressway Co., Ltd. and Zhejiang Zhoushan Bay Bridge Co., Ltd. Since 2015, Mr. Yu Qunli served as General Manager of Expressway Operations Management Department at Zhejiang Communications Investment Group Co., Ltd., and as General Manager at Communications Operations Management Department since 2016.  

Independent non-executive Director

Mr. Chen Bin, born in 1967, is a graduate from University of South China in computer science. He also holds a second Bachelor's degree from Chongqing University in management engineering. Mr. Chen worked at Tianshi Network Company of TCL Group as Deputy General Manager from 1998 to 2004, at Webex Group as General Manager of China Investment from 2005 to 2006, and at Cybernaut China Investment Fund as Senior Partner from 2007 to 2008. Mr. Chen became Chief Executive and Funding Partner of Zhejiang Cybernaut Investment Management Co., Ltd. since 2008. Mr. Chen also serves as Director at Sundy Land Investment Co., Ltd., (a company listed on Shanghai Stock Exchange, SH Stock Code: 600077) and Shenzhen Fountain Corporation (a company listed on Shenzhen Stock Exchange, SZ Stock Code: 000005).

Mr. Chen has met the independence requirements as set out in Rule 3.13 of the Listing Rules. 

Directors' Emoluments

Non-executive Directors and independent non-executive Directors do not receive any fixed remunerations from the Company, though all non-executive Directors and independent non-executive Directors are provided with allowances that are subject to their levels of participation in the Company's meetings as determined by the Board at their discretion and there are no applicable scale for determining such remuneration.

Other Information

Save as disclosed in the above, the newly elected Directors has not held any other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas, nor any other positions within the Group. Furthermore, none of the newly elected Directors has any relationships with any Directors, senior management or substantial or controlling shareholders of the Company.

None of the newly elected Directors has any interest in the shares of the Company or its associated corporation (within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)). 

Save  as  disclosed  above,  there  are  no  other  matters  relating  to  the  newly  elected Directors that need to be brought to the attention of the Shareholders nor is there any information which is required to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

Appreciation

Mr. Zhan Xiaozhang, Mr. Zhou Jun and Mr. Wang Dongjie no longer serve as Directors of the Company upon the conclusion of the EGM. 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.

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

Hangzhou, the PRC, April 2, 2018

As at the date of this announcement, the directors of the Company are: Mr. YU Zhihong, Mr. CHENG Tao, Ms. LUO Jianhu, Mr. DAI Benmeng, Mr. YU Qunli, Mr. YU Ji, Mr. PEI Ker-Wei, Ms. LEE Wai Tsang, Rosa and Mr. CHEN Bin.