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)
Euro365 million zero coupon convertible bonds due
2022
(Stock Code: 5434)
ANNOUNCEMENT ON
RESULTS OF THE EGM
Zhejiang Expressway Co., Ltd. (the "Company") held an
extraordinary general meeting (the "EGM") at 10 a.m. on
Monday, December 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 EGM by proxy represented a total of 3,792,820,775
shares of the Company entitled to attend and to vote at the EGM, or
87.33% 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. Resolved to approve and declare an interim dividend of
RMB6 cents per share in respect of
the six months ended June 30, 2017,
with 3,792,820,775 shares voted in the affirmative (representing
100% of the total shares held by the Shareholders present at the
EGM) and 0 shares voted in the negative (representing 0% of the
total shares held by the Shareholders present at the EGM).
AS SPECIAL
RESOLUTION
2. 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 November 3, 2017 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
3,132,227,099 shares voted in the affirmative (representing 82.583%
of the total shares held by the Shareholders present at the EGM)
and 620,683,877 shares voted in the negative (representing 16.365%
of the total shares held by the Shareholders present at the
EGM).
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, 2017 was approved by
more than half of the votes cast by the Shareholders at the
EGM.
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 December 22, 2017 to December 27, 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 December 21, 2017. Shareholders whose names
appear in the register of members of the Company on December 27, 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 RMB0.84715.
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$0.07083
cents per share (before tax) is expected to be paid to the H
Shareholders of the Company on January 19,
2018.
FURTHER INFORMATION ON THE PAYMENT OF
COMPENSATION PAYMENT
On June 26, 2017, the spin-off and
listing on stock exchange of Zheshang Securities ("Listing")
had been completed and the dealings in the A shares of Zheshang
Securities on the Shanghai Stock Exchange had commenced. Pursuant
to the "Implementing Measures for the Transfer of Certain
State-owned Shares from the Domestic Securities Market to the
National Social Security Fund" (No. 94 [2009] of the Ministry of
Finance) and "Reply on the Proposal of the State-owned Share
Transfer in the Initial Public Offerings of Zheshang Securities
Co., Ltd. in A Shares Market" (No. 9 [2013] of the SASAC of
Zhejiang Province), the
state-owned shareholders of Zheshang Securities are required, upon
the Listing, to transfer a number of shares in Zheshang Securities
they hold which, in aggregate, represents 10% of the total number
of shares issued under the Listing to the National Social Security
Fund ("NSSF Payment"). In addition, Zhejiang Communications
Investment Group., Ltd. ("Communications Group"), being a
state-owned shareholder of the Company (i.e. H Shareholders), shall
be required to compensate the H Shareholders of the Company, as the
compensation of the NSSF Payment ("Compensation
Payment").
Pursuant to the reply from Communications Group on July 24, 2017, it is confirmed that Shangsan Co.
is required to pay RMB193,617,317.25
in total into the NSSF by cash and the payment was fulfilled on
August 15, 2017. In addition, the
Compensation Payment in the amount of RMB47,061,704.55, will be paid to the H
Shareholders by Communications Group.
For determining the entitlement to the Compensation Payment, the
register of members holding H shares of the Company will be closed
from December 22, 2017 to
December 27, 2017 (both days
inclusive), during which period no transfer of H Shares will be
effected. In order for H Shareholders to qualify for the
Compensation Payment, 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 December 21, 2017. Shareholders
whose names appear in the register of members of the Company on
December 27, 2017 are entitled to the
said Compensation Payment.
Pursuant to the relevant regulations and the Articles of
Association, the Compensation Payment for H Shareholders (excluding
Shareholders who are Mainland Chinese 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 Compensation Payment is therefore
HK$1.00 to RMB0.84715.
The Compensation Payment payable to the Shareholders who are
Mainland Chinese 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.
After the communication between Communications Group and the
competent tax authority, the Compensation Payment is "deemed as
paying dividends to the H Shareholders". According to CIT Law,
Communications Group is obliged to withhold for payment the
corporate profit tax, which is at the rate of 10%, from the payment
of Compensation Payment 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 before the payment of Compensation Payment.
Pursuant to the "Notice of the State Administration of Taxation on
Issues Concerning the Administration of Individual Income Tax
Collection after the Annulment of Document Guo Shui Fa [1993] No.
045" (No. 348 [2011] of the State Administration of Taxation) ,
Communications Group shall withhold for payment the individual
income tax which is at the rate of 10%, from the Compensation
Payment paid to natural persons who are holders of H Shares.
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 Mainland Chinese individual investors who
invest in the H Shares via the Shanghai-Hong Kong Stock Connect or
the Shenzhen-Hong Kong Stock Connect, Communications Group will
withhold individual income tax at the rate of 20% in the
distribution of Compensation Payment. 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 Mainland Chinese securities investment funds
that invest in the H Shares via the Shanghai-Hong Kong Stock
Connect or the Shenzhen-Hong Kong Stock Connect, Communications
Group will withhold individual income tax in the distribution of
Compensation Payment pursuant to the foregoing provisions.
Compensation Payment of HK$0.03874
per share (before tax) is expected to be paid to H Shareholders on
January 19, 2018. Communications
Group shall pay Compensation Payment net of tax, in accordance with
the tax treatment requirements provided above.
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
April 5, 2017, April 6, 2017 and April
21, 2017 in relation to the issue of the zero coupon
convertible bonds due 2022 in an aggregate principal amount of
€365,000,000 (the "Convertible Bonds") as well as the
announcement of the Company dated May 18,
2017 in relation to the adjustment of Conversion Price of
the Convertible Bonds.
The terms and conditions of the Convertible Bonds (the "CB
Terms and Conditions") provided, among other things, that if
the Company pays or makes any Capital Distributions (as defined in
the CB Terms and Conditions), the Conversion Price shall be
adjusted by multiplying the Conversion Price in force immediately
before such Capital Distribution by the following fraction:
A – B
--------
A
Where:
A is the sum of (i) the aggregate number of Ordinary Shares
(as defined in the CB Terms and Conditions) of one class multiplied
by the relevant Current Market Price (as defined in the CB Terms
and Conditions) per Ordinary Share of such class and
(ii) the aggregate number of Ordinary Shares of a second class
multiplied by the relevant Current Market Price per Ordinary Share
of such class, in each case on the date on which the Capital
Distribution is first publicly announced; and
B is the Fair Market Value (as defined in the CB Terms and
Conditions) of the aggregate Capital Distribution to the Ordinary
Shareholders (as defined in the CB Terms and Conditions).
Such adjustment shall become effective on the date that such
Capital Distribution is actually made or, if a record date is fixed
therefor, immediately after such record date.
The payment of the interim dividend for the six months ended
June 30, 2017 as recommended by the
Board was approved by the Shareholders at the EGM on December 18, 2017. In accordance with the terms
and conditions of the Convertible Bonds, with effect from
December 28, 2017, being the day
immediately after the record date in respect of the interim
dividend for the six months ended June 30,
2017, the Conversion Price of the Convertible Bonds will be
adjusted from the Conversion Price before adjustment of
HK$12.63 per H Share to the adjusted
Conversion Price of HK$12.54 per H
Share (the "Adjustment"). Save for the abovementioned
Adjustment to the Conversion Price, the other terms of the
Convertible Bonds remain unchanged.
As at the date of this announcement, the aggregate principal
amount under the Bonds that remains outstanding is €365,000,000,
and none of the Convertible Bonds has been converted. Immediately
following the Adjustment, the maximum number of H Shares issuable
by the Company upon full conversion of the Convertible Bonds at the
adjusted Conversion Price of HK$12.54
per H Share will be 241,482,137 H Shares, representing an increase
of 1,720,776 H Shares (the "Additional Conversion Shares")
from the original 239,761,361 H Shares based on the Conversion
Price before adjustment of HK$12.63
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 May 18, 2017 (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
Zhejiang Expressway Co., Ltd.
Tony Zheng
Company Secretary
Hangzhou, the PRC, December 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 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.