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 Resolutions Passed at the AGM                 

Results of the AGM

Zhejiang Expressway Co., Ltd. (the "Company") held its 2008 annual general
meeting (the "AGM") at 9:00 a.m. on Monday, May 4, 2009 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 AGM by proxy
represented a total of 3,548,132,207 shares of the Company entitled to attend
and to vote at the AGM, or 81.70% of the total issued share capital of the
Company. Chairman of the Company, Mr. Chen Jisong, chaired the AGM. Votings at
the AGM took place by way of poll, with all the proposed resolutions duly
passed, details of which are as follows:

1. Resolved to approve the report of the directors for the year 2008, with
   3,547,304,207 shares voted in the affirmative (representing 99.98% of the total
   shares held by the Shareholders present at the AGM) and 590,000 shares voted in
   the negative (representing 0.02% of the total shares held by the Shareholders
   present at the AGM);

2. Resolved to approve the report of the supervisory committee for the year
   2008, with 3,547,304,207 shares voted in the affirmative (representing 99.98%
   of the total shares held by the Shareholders present at the AGM) and 590,000
   shares voted in the negative (representing 0.02% of the total shares held by
   the Shareholders present at the AGM);

3. Resolved to approve the audited financial statements for the year 2008,
   with 3,485,971,343 shares voted in the affirmative (representing 98.25% of the
   total shares held by the Shareholders present at the AGM) and 6,510,000 shares
   voted in the negative (representing 0.18% of the total shares held by the
   Shareholders present at the AGM);

4. Resolved to approve the payment of a final dividend of Rmb24 cents per
   share in respect of the year ended December 31, 2008, with 3,548,132,207 shares
   voted in the affirmative (representing 100% of the total shares held by the
   Shareholders present at the AGM) and no share voted in the negative;

5. Resolved to approve the final accounts for the year 2008 and the
   financial budget for the year 2009, with 3,537,114,207 shares voted in the
   affirmative (representing 99.69% of the total shares held by the Shareholders
   present at the AGM) and 10,780,000 shares voted in the negative (representing
   0.30% of the total shares held by the Shareholders present at the AGM);

6. 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 to fix their
   remuneration, with 3,546,356,207 shares voted in the affirmative (representing
   99.95% of the total shares held by the Shareholders present at the AGM) and
   1,776,000 shares voted in the negative (representing 0.05% of the total shares
   held by the Shareholders present at the AGM); and

7. Resolved to approve the re-appointment of Zhejiang Pan China Certified
   Public Accountants as the PRC auditors of the Company, and authorize the board
   of directors of the Company to fix their remuneration, with 3,546,356,207
   shares voted in the affirmative (representing 99.95% of the total shares held
   by the Shareholders present at the AGM) and 1,776,000 shares voted in the
   negative (representing 0.05% of the total shares held by the Shareholders
   present at the AGM).

The total number of issued shares of the Company entitling the holders to
attend and vote at the AGM in respect of the resolutions was 4,343,114,500.
There was no share entitling any holder to attend and vote only against the
resolutions at the AGM. Mr. Jason Cao of Deloitte Touche Tohmatsu Certified
Public Accountants was appointed and acted as scrutineer for the vote taking
during the AGM. No person was required to abstain from voting at the AGM in
relation to the above.

Further information on the payment of final dividend

The payment of a final dividend of Rmb24 cents per share in respect of the year
ended December 31, 2008 was approved by more than half of votes cast by the
Shareholders at the AGM. Shareholders whose names appeared in the register of
members of the Company on April 9, 2009 ("Record Date") are entitled to the
said final 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 final
dividend is therefore HK$1.00 to Rmb0.88226.

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 in 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 H Share holders of the Company. Dividends paid to natural persons who
are H Share holders are not subject to individual income tax for the time
being.

The final dividend of HK$27.203 cents per share for natural persons is expected
to be paid to the H Share holders of the Company on June 12, 2009.

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                           
                                                  ZHANG Jingzhong                              
                                                 Company Secretary                             
                                                                               

Hangzhou, the PRC, May 4, 2009

As at the date of this announcement, the executive directors of the Company
are: Messrs. Chen Jisong, Zhan Xiaozhang, Zhang Jingzhong and Jiang Wenyao; the
non-executive directors are: Messrs. Zhang Luyun and Zhang Yang; and the
independent non-executive directors are: Messrs. Tung Chee Chen, Zhang Junsheng
and Zhang Liping.