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. JIANGSU EXPRESSWAY COMPANY LIMITED (Incorporated in the People s Republic of China as a joint-stock limited company) (Stock Code: 177) ANNOUNCEMENT OF THE RESOLUTIONS OF THE 212 ANNUAL GENERAL MEETING This announcement is made pursuant to the disclosure requirement under Rule 13.39(5) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. IMPORTANT NOTICE: No objection or amendment was made to the proposed resolutions at the meeting No supplementary resolution was proposed prior to the holding of the meeting 1
I. CONVENING AND ATTENDANCE OF THE MEETING The 212 annual general meeting (the AGM ) of Jiangsu Expressway Company Limited (the Company ) was held at the Company s conference room on 3rd Floor, No.1 Building, 6 Xianlin Avenue, Nanjing, Jiangsu at 9: a.m. on Friday, 7 June 213. The total number of the Company s shares was 5,37,747,5 shares. The AGM was attended by 13 shareholders either attending in person or by proxy. The shareholders who attended the AGM, either in person or by proxy or by their authorised representatives (in the case of corporate shareholders), represented 4,165,37,14 voting shares, approximately 82.6766% of the Company s total issued share capital. Relevant details are set out as follows: The number of shareholders either attending in person and by proxy 13 Including: The number of holders of domestic shares 11 The number of holders of foreign shares 2 The total number of shares carrying voting rights (shares) 4,165,37,14 Including: The total number of shares held by domestic shareholders 3,37,736,483 The total number of shares held by foreign shareholders 794,3,657 As a percentage of the total number of the Company s shares carrying voting rights (%) 82.6766 Including: Shares held by domestic shareholders as a percentage of the total number of shares 66.996 Shares held by foreign shareholders as a percentage of the total number of shares 15.767 The AGM was convened by the board of directors (the Board ) of the Company and chaired by Mr. Yang Gen Lin, the Chairman of the Board of the Company. The convening, holding and voting procedures of the AGM were in compliance with the relevant requirements of the Company Law of the PRC and the Company s Articles of Association. 2
9 of the 11 directors of the Company attended the AGM. Ms. Cheng Chang Yung Tsung, Alice, a director, failed to attend the AGM due to other business engagement and Mr. Fang Hung, Kenneth, a director, failed to attend the AGM due to sickness. 5 of the 5 supervisors of the Company attended the AGM. Mr. Chang Qing, the chairman of the supervisory committee of the Company, failed to attend the AGM due to other business engagement. The Company s senior management and the secretary to the Board attended the AGM. II. THE VOTING RESULTS OF THE RESOLUTIONS CONSIDERED AT THE AGM WERE AS FOLLOWS: Number of Percentage of Number of Percentage affirmative affirmative Number of Percentage of abstaining of abstaining Voting No. Contents of the resolutions votes votes dissenting votes dissenting votes votes votes results The following resolutions were considered and approved by way of ordinary resolutions at the AGM: 1 to approve the report of the Board of 99.9836 682,64.164 Passed Directors of the Company for the year ended 31 December 212; 3,37,53,879 682,64 794,3,657 2 to approve the report of the 99.9836 682,64.164 Passed Supervisory Committee of the Company for the year ended 31 December 212; 3,37,53,879 682,64 794,3,657 3 to approve the annual budget 99.9836 682,64.164 Passed report of the Company for the year 212; 3,37,53,879 682,64 794,3,657 4 to approve the financial statements and 99.9836 682,64.164 Passed the auditors report of the Company for the year ended 31 December 212; 3,37,53,879 682,64 794,3,657 3
5 to approve the profit distribution 99.9836 682,64.164 Passed scheme of the Company in respect of the final dividend for the year ended 31 December 212: the 3,37,53,879 682,64 Company proposed to declare a cash dividend of RMB.36 per share 794,3,657 (tax inclusive) for the year 212; 6 to approve the appointment of 4,16,184,536 99.8835 4,17,.11 682,64.164 Passed Deloitte Touche Tohmatsu Certified Public Accountants LLP as the Company s auditors for the year 3,365,883,879 682,64 213 at a remuneration of not exceeding RMB2,1,/year; 79,13,657 4,17, 7 to approve the appointment of Deloitte 4,16,184,536 99.8835 4,17,.11 682,64.164 Passed Touche Tohmatsu Certified Public Accountants LLP as the Company s auditors of internal control for the 3,365,883,879 682,64 year 213 at an aggregate remuneration of RMB68,/year; 79,13,657 4,17, 8 THAT the issue of not more than 99.9836 682,64.164 Passed RMB3,,, short-term commercial papers and that Mr. Qian Yong Xiang, a director of 3,37,53,879 682,64 the Company, be authorised to deal with the matters relevant to the issue 794,3,657 and the issue be taken place within one year from the date of this annual general meeting be approved. Supported by more than half of the votes casted, resolutions No. 1 to 8 were duly passed as ordinary resolutions. All resolutions considered at the AGM were passed by way of poll. There were no shareholders who were entitled to attend and vote only against any resolutions at the AGM. The Company s auditors Deloitte Touche Tohmatsu Certified Public Accountants LLP was appointed as the scrutineer for the vote-taking of the resolutions at the AGM. 4
III. LAWYER AS WITNESS The AGM was witnessed by Mr. Ju Jian Ping ( ) and Mr. Wan Wei( ) of C & T Partners Law Firm Office ( ), who issued a legal opinion concluded that the convening and holding procedures of the AGM, the qualifications of the convener and the persons attending the AGM, the voting procedures conducted at the AGM and the voting results thereof complied with the relevant requirements of the Company Law of the PRC and the Company s Articles of Association, and were lawful and valid. IV. DOCUMENTS AVAILABLE FOR INSPECTION 1. Resolutions of the AGM as signed and confirmed by the directors present and the recorder of the meeting; 2. Legal opinion on the 212 Annual General Meeting. Apart from the above resolutions passed at the AGM, the Company would like to explain its 212 final dividend distribution scheme as follows: 1. The resolution to distribute a final dividend of RMB.36 per share (tax inclusive) for the year ended 31 December 212 to all shareholders of the Company as proposed by the Board of the Company was passed at the AGM. As regards the method of distribution of the final dividend, the Board of the Company hereby announces that: Pursuant to the Company s Articles of Association, dividends payable to holders of H shares of the Company are required to be denominated in RMB and paid in HK$, which shall be calculated in accordance with the following conversion formula: Amount of dividend in HK$ = Amount of dividend in RMB The average closing exchange rate of RMB to HK$ as quoted by the People s Bank of China for the five business days prior to the date of declaration of dividend 5
For the purpose of the distribution of this final dividend, the date of declaration is 7 June 213. The average closing exchange rate of RMB to HK$ quoted by the People s Bank of China for the five business days prior to the date of declaration of dividend was HK$1:RMB79.5738. Accordingly, the final dividend for H shares of the Company would be HK$.452 per share. Reference is made to the announcement of the Company dated 12 April 213. The record date of the H shares of the Company for the final dividend for the year ended 31 December 212 shall be Wednesday, 19 June 213. The register of members of H shares of the Company will be closed from 14 June 213 to 19 June 213 (both days inclusive), during which period no transfer of H shares of the Company will be effected. Holders of H shares whose names appear on the Company s register of members of H shares on 19 June 213 are entitled to the final dividend for the year ended 31 December 212. Holders of H shares of the Company who wish to be entitled to receive the final dividend must deliver their instruments of transfer together with the relevant share certificates to Hong Kong Registrars Limited, the Registrar of H Shares of the Company, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen s Road East, Wan Chai, Hong Kong, no later than 4:3 p.m. on 13 June 213. 2. The Company has appointed Bank of China (Hong Kong) Trustees Limited (the Receiving Agent ), to receive on behalf of the holders of H shares all dividends declared in respect of H shares of the Company. The Receiving Agent is a trust company registered under the Trustee Ordinance of Hong Kong. Cheques for the H share dividends will be issued by the Receiving Agent and are expected to be posted by ordinary mail to holders of H shares of the Company, at their own risks, on or before 1 July 213 (i.e. the date of distribution of dividends on H shares of the Company). 3. Pursuant to the Law of the People s Republic of China on Enterprise Income Tax and the relevant implementing rules (the EIT Law ) which came into effect on 1 January 28, the Company is required to withhold and pay the enterprise income tax at a tax rate of 1% on behalf of the Company s H share non-resident enterprise shareholders (as defined under the EIT Law, including HKSCC (Nominees) Limited, other corporate nominees or trustees, or other organizations or entities) when distributing dividends. 6
As stipulated in the Notice of the State Administration of Taxation on the Issues Concerning Withholding the Enterprise Income Tax on the Dividends Paid by Chinese Resident Enterprises to H-share Holders Which are Overseas Non-resident Enterprises (Guoshuihan No. 897 (28)), when Chinese resident enterprises distribute annual dividends for 28 and years thereafter to their H-Share holders who are overseas non-resident enterprises, the enterprise income tax shall be withheld at a uniform rate of 1%. After receiving dividends, nonresident enterprise may apply to the relevant tax authorities for enjoying treatment of taxation treaties (arrangement) in person or by proxy or by a person who has obligation for withholding or paying dividend and provide information to prove that it is an actual beneficiary under the requirement of taxation treaties (arrangement). After the relevant tax authorities have verified that there is no error, it shall refund tax with reference to the tax levied and the difference in the amount of tax payable calculated at the tax rate under the taxation treaties (arrangement). The Company will withhold and arrange for the payment of the withholding tax on behalf of the individual H shareholders pursuant to relevant laws and regulations. The Company assumes no responsibility and disclaims all liabilities whatsoever in relation to the tax status or tax treatment of the individual H shareholders and for any claims arising from any delay in or inaccurate determination of the tax status or tax treatment of the individual H shareholders or any disputes over the withholding mechanism or arrangements. H shareholders are recommended to consult their tax advisers regarding PRC, Hong Kong and other tax implications arising from their holding and disposal of H shares of the Company. Shareholders and investors should read this announcement carefully. The Company has no obligation and shall not be responsible for confirming the identities of the shareholders. The Company will withhold for payment of the enterprise income tax in strict compliance with the relevant laws or requirements of the relevant governmental authorities and strictly based on what has been registered on the H Share register of members on the record date. The Company shall owe no liability whatsoever in respect of and will not entertain any claims arising from any delay in, or inaccurate determination of, the identities of the shareholders, or any disputes over the mechanism of withholding. 7
4. An announcement on the distribution of dividends on domestic A shares will be published separately. By order of the Board Yao Yong Jia Company Secretary Nanjing, the PRC, 7 June 213 As at the date of this announcement, directors of the Company are: Yang Gen Lin, Zhang Yang, Chen Xiang Hui, Du Wen Yi, Qian Yong Xiang, Cheng Chang Yung Tsung, Alice, Fang Hung, Kenneth, Zhang Erzhen*, Xu Chang Xin*, Gao Bo* and Chen Donghua* * Independent Non-executive Directors 8