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 RESULTS OF THE EGM
Zhejiang Expressway Co., Ltd. (the "Company") held an
extraordinary general meeting (the "EGM") at 10 a.m. on Wednesday, 28
December 2016 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 3,757,948,131
shares of the Company entitled to attend and to vote at the EGM, or
86.53% 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"). Chairman of the Company, Mr.
ZHAN Xiaozhang, chaired the EGM.
Votings at the EGM took place by way
of poll, with the proposed resolutions duly
passed, details of which are as follows:
AS
ORDINARY RESOLUTIONS
1. With 847,712,131 shares voted in the affirmative
(representing 99.885% of the total shares held
by the independent Shareholders present at the EGM) and
976,000 shares voted in the negative (representing 0.115% of the
total shares held by the independent Shareholders present at the
EGM):
(a) Resolved to
approve the agreement dated 17 October
2016 (the "Share Purchase Agreement") entered into
between the Company and Zhejiang Communications Investment Group
Industrial Development Co., Ltd., and the terms and
conditions there of and the transactions contemplated
thereunder and the implementation thereof be and are hereby
approved and confirmed; and
(b) Resolved to
approve, ratify and confirm the authorisation to any one of the
directors of the company (the "Director(s)"), or any other
person authorised by the Board from time to time, for and on behalf
of the Company, among other matters, to sign, seal, execute,
perfect, perform and deliver all such agreements,
instruments, documents and deeds, and to
do all such acts, matters and things and take all such
steps as he or she or they may in his or her or their absolute
discretion consider to be necessary, expedient, desirable or
appropriate to give effect to and implement the Share Purchase
Agreement and the transactions contemplated thereunder and all
matters incidental to, ancillary to or in connection thereto,
including agreeing and making any modifications, amendments,
waivers, variations or extensions of the Share Purchase Agreement
or the transactions contemplated thereunder.
2. Resolved to approve and declare an interim dividend of
RMB6 cents per share in respect of
the six months ended 30 June 2016,
with 3,757,658,131 shares voted in the affirmative (representing
99.992% of the total shares held by the Shareholders present at the
EGM) and 290,000 shares voted in the negative (representing 0.008%
of the total shares held by the Shareholders present at the
EGM).
3. Resolved to elect Ms. He Meiyun as independent supervisor of
the Company, with 3,757,658,131 shares voted in the affirmative
(representing 99.992% of the total shares held by the Shareholders
present at the EGM) and 0 shares voted in the negative.
AS
SPECIAL RESOLUTION
4. Resolved to approve and confirm the proposed issue of H share
convertible bonds ("H Share Convertible Bonds") by the
Company with an aggregate principal amount up to USD400 million (or its equivalent) and the
granting of authority to the Board to deal with all matters
relating to the proposed issue and listing of H Share Convertible
Bonds in the absolute discretion of the Board in accordance with
the applicable laws and regulations and the articles of association
of the Company (the "Articles of Association"),
including, but not limited to following, with 3,326,013,498 shares
voted in the affirmative (representing 88.506% of the total shares
held by the Shareholders present at the EGM) and 431,934,633 shares
voted in the negative (representing 11.494% of the total shares
held by the Shareholders present at the EGM).
(1) to formulate
specific plan and terms for the issue of H Share Convertible Bonds
according to the requirements of the relevant laws and regulations,
the Shareholders' resolutions passed at the EGM and market
conditions, including but not limited to the issue size, maturity,
type of bonds, interest rate and method of determination, timing of
issue, security plan, whether to allow repurchase and redemption,
use of proceeds, rating, subscription method, term and method of
repayment of principal and interests, listing and all other matters
relating to the issue and (if required) listing of H Share
Convertible Bonds;
(2) to make
corresponding amendments to the Articles of Association as it
thinks fit so as to reflect the new capital structure upon the
allotment and issuance of H Shares upon exercise of the conversion
rights attached to the H Share Convertible Bonds; and
(3) to deal with other
matters in relation to the issue of H Share Convertible Bonds.
5. Resolved to approve the proposal by the Board to amend the
Articles of Association in the manner as set out in the circular of
the Company dated 9 November 2016 to
the Shareholders, be and is hereby approved, and the Board be and
is hereby authorised 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
3,592,031,656 shares voted in the affirmative (representing 95.585%
of the total shares held by the Shareholders present at the EGM)
and 165,916,475 shares voted in the negative (representing 4.415%
of the total shares held by the Shareholders present at the
EGM).
At the time of the EGM, Resolution No. 1 of the EGM is in
respect of a connected transaction and Zhejiang Communications
Investment Group Co., Ltd. and its associates had abstained from
voting in relation to such resolution at the EGM as required by the
Rules Governing the Listing of Securities on The Stock Exchange of
Hong Kong Limited. The total number of shares of the Company held
by independent Shareholders entitled to attend and vote at the EGM
in respect of resolution no. 1 of the EGM was 1,433,854,500 shares.
The total number of shares in issue of the Company as well as
entitling the holders to attend and vote at the EGM in respect of
the resolutions Nos. 2 to 5 of the EGM was 4,343,114,500
shares.
There was no share requiring any holder to attend and vote only
against the resolutions at the EGM. Mr. Eric Shi of Deloitte Touche Tohmatsu Certified
Public Accountants was appointed and acted as scrutineers for the
vote taking during the EGM.
Further information on the payment of interim
dividend
The payment of an interim dividend of RMB6 cents per share in respect of the six months
ended June 30, 2016 was approved by
more than half of the votes cast by the Shareholders at the
AGM.
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 January 4, 2017 to January
9, 2017 (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 January 3,
2017. Shareholders whose names appear in the register of
members of the Company on January 9,
2017 (the "Record Date") are entitled to the
said interim dividend.
Pursuant to the relevant regulations and the Articles of
Association, dividends for holders of H Shares (excluding
Shareholders who are Chinese Mainland individual investors or
enterprise investors investing in shares listed on the Hong Kong
Stock Exchange through the Shanghai-Hong Kong Stock Connect or the
Shenzhen-Hong Kong Stock Connect) shall be paid in Hong Kong dollars according to the average
closing exchange rate of Hong Kong
dollars to Renminbi declared by the People's Bank of China in the five trading days prior to 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 RMB0.89494.
Dividends payable to the Shareholders who are Chinese Mainland
individual investors or corporate investors investing in the H
Shares via the Shanghai-Hong Kong Stock Connect or the
Shenzhen-Hong Kong Stock Connect will be paid in Renminbi by the
China Securities Depository and Clearing Corporation Limited
Shanghai Branch or Shenzhen Branch
as entrusted by the Company.
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.
According to the requirements of the "Notice on Taxation
Policies Concerning the Shanghai-Hong Kong Stock Connect Pilot
Program (Finance Tax [2014] No. 81) and "Notice on Taxation
Policies Concerning the Shenzhen-Hong Kong Stock Connect Pilot
Program (Finance Tax [2016] No. 127) jointly published by the
Ministry of Finance, State Administration of Taxation and China
Securities Regulatory Commission, the Shanghai-Hong Kong Stock
Connect and the Shenzhen-Hong Kong Stock Connect tax arrangements
are as follows: (i) for Chinese Mainland individual investors who
invest in the H Shares via the Shanghai-Hong Kong Stock Connect or
the Shenzhen-Hong Kong Stock Connect, the Company will withhold
individual income tax at the rate of 20% in the distribution of
interim dividend. Individual investors may, by producing valid
tax payment proofs, apply
to the competent tax authority of China
Securities Depository and Clearing Company Limited for tax credit
relating to the withholding tax already paid abroad; and (ii) for
Chinese Mainland securities
investment funds that invest in the H Shares
via the Shanghai-Hong Kong Stock Connect or the
Shenzhen-Hong Kong Stock Connect, the Company will withhold
individual income tax in the distribution of interim dividend
pursuant to the foregoing provisions.
For Chinese Mainland corporate investors that invest in the H
Share via the Shanghai-Hong Kong Stock Connect or the Shenzhen-Hong
Kong Stock Connect, the Company will not withhold the
income tax in the distribution of interim dividend
and such investors shall file the tax returns on their own.
The interim dividend of HK$6.70436
cents per share (before tax) is expected to be paid to the H
Share holders of the Company on January 25,
2017.
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, December 28, 2016
As at the date of this announcement, the executive
directors of the Company are: Mr. ZHAN
Xiaozhang, Mr. CHENG Tao and Ms. LUO Jianhu; the
non-executive directors of the Company are: Mr. WANG Dongjie, Mr.
DAI Benmeng and Mr. ZHOU Jianping;
and the independent non-executive directors of the Company are: Mr.
ZHOU Jun, Mr. PEI Ker-Wei and Ms. LEE Wai Tsang Rosa.