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.
This announcement is for information purposes
only and does not constitute an invitation or offer to acquire,
purchase or subscribe for securities or an invitation to enter into
an agreement to do such things, nor is it calculated to invite any
offer to acquire, purchase or subscribe for any securities.
This announcement is for information purposes
only and does not constitute an invitation or offer to acquire,
purchase or subscribe for the securities of the Company. This
announcement is not, and is not intended to be, an offer of
securities of the Company for sale, or the solicitation of an offer
to buy securities of the Company, in the
United States. The securities referred to in this
announcement have not been and will not be registered under the
U.S. Securities Act, and may not be offered or sold within
the United States, except pursuant
to an exemption from, or in a transaction not subject to
registration requirements of the U.S. Securities Act. This
announcement and the information contained herein are not for
distribution, directly or indirectly, in or into the United States. No public offer of the
securities referred to herein is being or will be made in
the United States.
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 AGM
Zhejiang Expressway Co., Ltd. (the "Company") held its
2016 annual general meeting (the "AGM") at 10:00 a.m. on Thursday,
May 18, 2017 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 AGM by proxy represented a total of 3,725,638,583
shares of the Company entitled to attend and to vote at the AGM, or
85.7826% of the total issued share capital of the Company as at the
date of the AGM. Chairman of the Company, Mr. Zhan Xiaozhang, chaired the AGM. Votings at the
AGM took place by way of poll, the details of all the proposed
resolutions to be resolved are as follows:
AS
ORDINARY RESOLUTIONS
1.
Resolved to approve the report of the directors of the Company for
the year 2016, with 3,725,408,583 shares voted in the affirmative
(representing 99.9938% of the total shares held by the Shareholders
present at the AGM) and 230,000 shares voted in the negative
(representing 0.0062% of the total shares held by the Shareholders
present at the AGM);
2.
Resolved to approve the report of the supervisory committee of the
Company for the year 2016, with 3,725,408,583 shares voted in the
affirmative (representing 99.9938% of the total shares held by the
Shareholders present at the AGM) and 230,000 shares voted in the
negative (representing 0.0062% of the total shares held by the
Shareholders present at the AGM);
3.
Resolved to approve the audited financial statements of the Company
for the year 2016, with 3,725,408,583 shares voted in the
affirmative (representing 99.9938% of the total shares held by the
Shareholders present at the AGM) and 230,000 shares voted in the
negative (representing 0.0062% of the total shares held by the
Shareholders present at the AGM);
4.
Resolved to approve the payment of a final dividend of RMB29.5 cents per share in respect of the year
ended December 31, 2016, with
3,725,638,583 shares voted in the affirmative (representing 100% of
the total shares held by the Shareholders present at the AGM) and
no shares voted in the negative;
5.
Resolved to approve the final accounts of the Company for the year
2016 and the financial budget of the Company for the year 2017,
with 3,725,408,583 shares voted in the affirmative (representing
99.9938% of the total shares held by the Shareholders present at
the AGM) and 230,000 shares voted in the negative (representing
0.0062% of the total shares held by the Shareholders present at the
AGM);
6.
Resolved to consider and elect Mr. Wu
Qingwang as an independent supervisor of the Company
with 3,722,226,432 shares voted in the affirmative (representing
99.9084% of the total shares held by the Shareholders present at
the AGM) and 2,876,151 shares voted in the negative (representing
0.0772% of the total shares held by the Shareholders present at the
AGM);
7.
Resolved to approve the re-appointment of Deloitte Touche Tohmatsu
Certified Public Accountants Hong Kong as the Hong Kong auditors of the Company, and
authorize the board of directors of the Company (the
"Board") to fix their remuneration, with 3,725,636,482
shares voted in the affirmative (representing 99.9999% of the total
shares held by the Shareholders present at the AGM) and 2,101
shares voted in the negative (representing 0.0001% of the total
shares held by the Shareholders present at the AGM);
8.
Resolved to approve the re-appointment of Pan China Certified
Public Accountants as the PRC auditors of the Company, and
authorize the Board to fix their remuneration, with 3,725,636,482
shares voted in the affirmative (representing 99.9999% of the total
shares held by the Shareholders present at the AGM) and 2,101
shares voted in the negative (representing 0.0001% of the total
shares held by the Shareholders present at the AGM);
AS
SPECIAL RESOLUTIONS
9.
Resolved to approve the grant of a general mandate to the Board to
issue, allot and deal with additional H shares not exceeding 20% of
the H shares of the Company in issuing and authorizing the Board to
make corresponding amendments to the Articles of Association of the
Company as it thinks fit so as to reflect the new capital structure
upon the allotment or issuance of H shares with 3,016,478,388
shares voted in the affirmative (representing 80.9654% of the total
shares held by the Shareholders present at the AGM) and 709,160,195
shares voted in the negative (representing 19.0346% of the total
shares held by the Shareholders present at the AGM), the details
are as follows:
"THAT:
(A) a. subject to
paragraph (c) and in accordance with the relevant requirements of
the Rules Governing the Listing of Securities on The Stock Exchange
of Hong Kong Limited, the Articles of Association of
the Company and the applicable laws and regulations of the
PRC, the exercise by the Board during the Relevant Period (as
hereinafter defined) of all the powers of the Company to allot,
issue and deal with, either separately or concurrently,
additional H shares of the Company and to make or grant offers,
agreements, options and rights of exchange or conversion which
might require the exercise of such powers be hereby generally
and unconditionally approved;
b.
the approval in paragraph (a) shall authorize the Board during the
Relevant Period to make or grant offers, agreements, options and
rights of exchange or conversion which might require the exercise
of such powers after the end of the Relevant Period;
c.
the aggregate nominal amount of H shares of the Company allotted,
issued and dealt with or agreed conditionally or unconditionally to
be allotted, issued and dealt with (whether pursuant to an option
or otherwise) by the Board pursuant to the approval granted in
paragraph
(a) shall not exceed 20% of the aggregate
nominal amount of H shares of the Company in issue on the date of
passing this resolution, otherwise than pursuant to (i) a Rights
Issue (as hereinafter defined) or (ii) any scrip dividend or
similar arrangement providing for allotment of shares in lieu of
the whole or part of a dividend on shares of the Company in
accordance with the Articles of Association of the Company; and
d.
For the purpose of this special resolution:
"Relevant Period" means the period from the date
of passing of this resolution until the earliest of:
•
the conclusion of the next annual general meeting of the
Company;
•
the expiration of the period within which the next annual general
meeting of the Company is required by the Articles of Association
of the Company or other applicable laws to be held; and
•
the revocation or variation of the authority given under this
resolution by a special resolution in general meeting.
"Rights Issue" means an offer of shares open for a
period fixed by the directors to holders of shares on the register
on a fixed record date in proportion to their holdings of such
shares (subject to such exclusions or other arrangements as the
directors may deem necessary or expedient in relation to fractional
entitlements or having regard to any restrictions or obligations
under the laws of, or the requirements of any recognized regulatory
body or any stock exchange in any territory outside Hong Kong) and an offer, allotment or issue of
shares by way of rights shall be construed accordingly.
(B) The board be
authorized to make corresponding amendments to the Articles of
Association of the Company as it thinks fit so as to reflect the
new capital structure upon the allotment or issuance of shares as
provided in sub-paragraph (a) of paragraph (A) of this
resolution."
At the time of the AGM, the total number of shares in issue of
the Company as well as entitling the holders to attend and vote at
the AGM in respect of the resolutions of the AGM was 4,343,114,500.
There was no share requiring any holder to attend and vote only
against the resolutions or to abstain from voting at the AGM. Mr.
Eric Shi of Deloitte Touche Tohmatsu
Certified Public Accountants was appointed and acted as scrutineers
for the vote taking during the AGM.
FURTHER INFORMATION ON THE PAYMENT OF FINAL DIVIDEND
The payment of a final dividend of RMB29.5 cents per share in respect of the year
ended December 31, 2016 was approved
by more than half of the votes cast by the Shareholders at the
AGM.
For determining the entitlement to the proposed final dividend,
the register of members holding H shares of the Company (the "H
Shares") will be closed from May 24,
2017 to May 29, 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 final 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 May 23, 2017. Shareholders whose
names appear in the register of members of the Company on
May 23, 2017 (the "Record
Date") are entitled to the said final 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 final dividend is therefore
HK$1.00 to RMB0.88398.
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) and 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
final 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 final 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 final dividend and such investors shall file
the tax returns on their own.
The final dividend of HK$33.3718
cents per share (before tax) is expected to be paid to the H
Shareholders of the Company on June 26,
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.
ADJUSTMENT TO CONVERSION PRICE OF
€365,000,000 ZERO COUPON CONVERTIBLE BONDS DUE 2022
References are made to the announcements of the Company dated
5 April 2017, 6 April 2017 and 21 April
2017 in relation to the issue of the zero coupon convertible
bonds due 2022 in an aggregate principal amount of €365,000,000
(the "Bonds").
The payment of the 2016 final dividend as recommended by the
Board was approved by the Shareholders at the 2016 AGM. With effect
from 24 May 2017, being the day
immediately after the record date in respect of the 2016 final
dividend, the Conversion Price of the Bonds will be adjusted from
the initial Conversion Price of HK$13.10 per H Share to the adjusted Conversion
Price of HK$12.63 per H Share (the
"Adjustment"), in accordance with the terms and conditions
of the Bonds. Save for the abovementioned Adjustment to the
Conversion Price, the other terms of the Bonds remain
unchanged.
As at the date of this announcement, the aggregate principal
amount under the Bonds that remains outstanding is €365,000,000.
Immediately following the Adjustment, the maximum number of H
Shares issuable by the Company upon full conversion of the Bonds at
the adjusted Conversion Price of HK$12.63 per H Share will be 239,761,361 H
Shares, representing an increase of 8,602,124 H Shares (the
"Additional Conversion Shares") from the original
231,159,237 H Shares based on the initial Conversion Price of
HK$13.10 per H Share.
The Additional Conversion Shares will be issued and allotted
pursuant to the general mandate approved by the Shareholders at the
annual general meeting of the Company held on 6 May 2016 (the "General Mandate").
The Company is entitled to issue and allot a maximum of 286,770,900
H Shares pursuant to the General Mandate and has not fully utilised
the General Mandate as at the date of this announcement.
An application will be made by the Company to the Stock Exchange
for the listing of, and permission to deal in, the Additional
Conversion Shares on the Stock Exchange.
By order of the
Board
Tony
Zheng
Company
Secretary
Hangzhou, the PRC
May 18, 2017
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 direc tor s of the Company are: Mr.
W ANG Dongjie, M r. DAI Benm eng
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.