14th Jun 2006 12:19
The Stock Exchange of Hong Kong Limited takes no responsibility for thecontents of this announcement, makes no representation as to its accuracy orcompleteness and expressly disclaims any liability whatsoever for any losshowsoever arising from or in reliance upon the whole or any part of thecontents 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 Resolutions Passed at the AGM RESULTS OF AGMZhejiang Expressway Co., Ltd. (the "Company") held its 2005 annual generalmeeting (the "AGM") at 9:00 a.m. on Wednesday, June 14, 2006 at 12th Floor,Block A, Dragon Century Plaza, 1 Hangda Road, Hangzhou, Zhejiang 310007, thePRC.Four shareholders of the Company (the "Shareholders") attended the AGM byproxy, representing a total of 3,570,887,906 shares of the Company entitled toattend and to vote at the AGM, or 82.22% of total issued share capital of theCompany. Chairman of the Company, Mr. Geng Xiaoping, chaired the AGM. Votingsat the AGM took place by way of poll, details of which are as follows:Ordinary resolutions:1. Resolved to approve the report of the directors of the Company for the year2005, with 3,484,645,906 shares voted in the affirmative (representing 97.58%of the total shares held by the Shareholders present at the AGM) and 86,242,000shares voted in the negative (representing 2.42% of the total shares held bythe Shareholders present at the AGM);2. Resolved to approve the report of the supervisory committee of the Companyfor the year 2005, with 3,484,645,906 shares voted in the affirmative(representing 97.58% of the total shares held by the Shareholders present atthe AGM) and no share voted in the negative;3. Resolved to approve the audited financial statements of the Company for theyear 2005, with 3,484,645,906 shares voted in the affirmative (representing97.58% of the total shares held by the Shareholders present at the AGM) and noshare voted in the negative;4. Resolved to approve the proposed distribution of profits for the year 2005,with 3,570,887,906 shares voted in the affirmative (representing 100.00% of thetotal shares held by the Shareholders present at the AGM) and no share voted inthe negative;5. Resolved to approve the financial budget of the Company for the year 2006,with 3,570,157,906 shares voted in the affirmative (representing 99.98% of thetotal shares held by the Shareholders present at the AGM) and no share voted inthe negative; and6. Resolved to approve the re-appointment of Deloitte Touche Tohmatsu CertifiedPublic Accountants Hong Kong as the Hong Kong auditors of the Company andZhejiang Pan China Certified Public Accountants as the PRC auditors of theCompany, and authorized the board of directors of the Company to fix theirremuneration, with 3,570,157,906 shares voted in the affirmative (representing99.98% of the total shares held by the Shareholders present at the AGM) and noshare voted in the negative.Special resolution:Resolved to amend the articles of association of the Company in the manner setout in the circular dated April 27, 2006 to the shareholders of the Company,and authorize the board of directors of the Company to modify the wordings ofthe amendments as appropriate and to do all such things as necessary in respectof the amendments pursuant to the requirements (if any) under domestic oroverseas laws or under the rules of any stock exchange on which any securitiesof the Company are listed, with 3,570,157,906 shares voted in the affirmative(representing 99.98% of the total shares held by the Shareholders present atthe AGM) and no share voted in the negative.The total number of issued shares of the Company entitling the holders toattend and vote for or against the ordinary resolutions and special resolutionat the AGM was 4,343,114,500. There was no share entitling any holder to attendand vote only against the resolutions at the AGM. Ms. Seddy Sun of DeloitteTouche Tohmatsu Certified Public Accountants was appointed and acted asscrutineer for the vote taking during the AGM. No person was required toabstain from voting at the AGM in relation to the above.FURTHER INFORMATION ON THE PAYMENT OF FINAL DIVIDEND FOR THE YEAR 2005The payment of a final dividend of Rmb15.0 cents per share for the year 2005was approved by the Shareholders at the AGM. Shareholders of the Company whosenames appeared in the register of members of the Company on May 20, 2006 areentitled to the said final dividend.Pursuant to the Company's articles of association, dividends of H Shares shallbe paid in Hong Kong dollars according to the average closing price of HongKong dollars to Renminbi declared by the People's Bank of China in the fivetrading days immediately preceding the date of the declaration of dividends.The applicable exchange rate for the purpose of the payment of the finaldividend is therefore HK$1.00 to Rmb1.0302. The final dividend of HK$14.561cents per share is expected to be paid to shareholders of the H Shares of theCompany on or before June 28, 2006. By order of the Board ZHANG Jingzhong Company SecretaryHangzhou, the PRC, June 14, 2006As at the date of this announcement, the executive directors of the Companyare: Messrs. Geng Xiaoping, Fang Yunti, Zhang Jingzhong and Jiang Wenyao; thenon-executive directors are: Messrs. Zhang Luyun and Zhang Yang; and theindependent non-executive directors are: Messrs. Tung Chee Chen, Zhang Junshengand Zhang Liping.ENDZHEJIANG EXPRESSWAY CO LDRelated Shares:
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