ZHEJIANG EXPRESSWAY CO., LTD.
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)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the extraordinary general meeting (the "EGM") of
Zhejiang Expressway Co., Ltd. (the "Company") will be held at 10 a.m. on
Thursday, 15 October 2015 at 5/F, No. 2 Mingzhu International Business Center,
199 Wuxing Road, Hangzhou City, Zhejiang Province, the People's Republic of
China (the "PRC"), for the purpose of considering and, if thought fit, passing
with or without modification or amendment the following resolutions:
AS ORDINARY RESOLUTION
1. "THAT:
a. the agreement dated 5 August 2015 (the "Hanghui Agreement") entered into
between the Company and Zhejiang Communications Investment Group Co., Ltd. (the
"Communications Group") (a copy of which is produced to the EGM marked "A" and
initialed by the chairman of the EGM for the purpose of identification), and
the terms and conditions thereof and the transactions contemplated thereunder
and the implementation thereof be and are hereby approved and confirmed; and
b. the authorization to any one of the directors of the Company (the "Directors
"), or any other person authorized by the board of the Directors (the "Board")
from time to time, for and on behalf of the Company, among other matters, to
sign, seal, execute, perfect, perform and deliver all such agreements,
instruments, documents and deeds, and to do all such acts, matters and things
and take all such steps as he or she or they may in his or her or their
absolute discretion consider to be necessary, expedient, desirable or
appropriate to give effect to and implement the Hanghui Agreement and the
transactions contemplated thereunder and all matters incidental to, ancillary
to or in connection thereto, including agreeing and making any modifications,
amendments, waivers, variations or extensions of the Hanghui Agreement or the
transactions contemplated thereunder be and are hereby approved, ratified and
confirmed."
2. "THAT an interim dividend of RMB6 cents per share in respect of the six
months ended 30 June 2015 be and is hereby approved and declared."
AS SPECIAL RESOLUTION
3. To consider and 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 issue and authorize 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, 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 People's
Republic of China, 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 then 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."
By order of the Board
ZHEJIANG EXPRESSWAY CO., LTD.
Tony Zheng
Company Secretary
Hangzhou, the PRC
28 August 2015
Notes:
1. The above mentioned ordinary resolution in respect of the Hanghui Agreement,
shall be approved by independent shareholders of the Company as required by
the Rules Governing the Listing of Securities on The Stock Exchange of Hong
Kong Limited. Communications Group and its associates will abstain from voting
in relation to such resolution. Details regarding such resolution are set out
in the circular of the Company dated 28 August 2015.
2. Registration procedures for attending the EGM
(1) Holders of H shares of the Company ("H Shares") and domestic shares of the
Company ("Domestic Shares") intending to attend the EGM should return the reply
slip for attending the EGM to the Company by post or by facsimile (address and
facsimile numbers are shown in paragraph 7(2) below) such that the same shall
be received by the Company on or before 25 September 2015.
(2) A shareholder or his/her/its proxy should produce proof of identity when
attending the EGM. If a corporate shareholder appoints its legal representative
to attend the meeting, such legal representative shall produce proof of
identity and a copy of the resolution of the board of directors or other
governing body of such shareholder appointing such legal representative to
attend the meeting.
3. Proxy
(1) A shareholder eligible to attend and vote at the EGM is entitled to
appoint, in written form, one or more proxies to attend and vote at the EGM on
behalf of him/her/it. A proxy need not be a shareholder of the Company.
(2) A proxy shall be appointed by a written instrument signed by the appointor
or an attorney authorised by him/her/it for such purpose. If the appointor is a
corporation, the same shall be affixed with the seal of such corporation, or
signed by its director(s) or duly authorized representative(s). If the
instrument appointing a proxy is signed by a person authorized by the
appointor, the power of attorney or other authorization document(s) shall be
notarized.
(3) To be valid, the power of attorney or other authorization document(s)
(which have been notarized) together with the completed form of proxy
must be delivered, in the case of holders of Domestic Shares, to the
Company at the address shown in paragraph 7(2) below and, in the case of
holders of H Shares, to Computershare Hong Kong Investor Services Limited at
17M Floor, Hopewell Center, 183 Queen's Road East, Hong Kong, at least 24 hours
before the time designated for holding of the EGM.
(4) Any vote of the shareholders of the Company present in person or by proxy
at the EGM must be taken by poll.
4. Book closing period
For the purpose of the EGM and to determine the shareholders who qualify for
the proposed interim dividend, the register of members holding H Shares will be
closed from 15 September 2015 to 14 October 2015 (both days inclusive) and from
21 October 2015 to 25 October 2015 (both days inclusive), respectively.
5. Last day of transfer and record date
Holders of H Shares who intend to attend the EGM and qualify for the proposed
interim dividend must deliver all transfer instruments and the relevant shares
certificates to Computershare Hong Kong Investor Services Limited at Rooms
1712-1716, 17/F, Hopewell Center, 183 Queen's Road East, Hong Kong, at or
before 4:30 p.m. on 14 September 2015 and on 20 October 2015, respectively. For
the purpose of the EGM and qualify for the proposed interim dividend, the
record date will be 20 September 2015 and 25 October 2015, respectively.
6. Dividend payable date
Upon relevant approval by shareholders at the EGM, the interim dividend is
expected to be paid out on 12 November 2015.
7. Miscellaneous
(1) The EGM will not last for more than one day. Shareholders who attend shall
bear their own traveling and accommodation expenses.
(2) The Principal place of business address of the Company is:
5/F., No. 2 Mingzhu International Business Center
199 Wuxing Road
Hangzhou City, Zhejiang 310020
People's Republic of China
Telephone No.: (+86)-571-8798 7700
Facsimile No.: (+86)-571-8795 0329
As at the date of this notice, 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.
===============================================================================
==================================================
ZHEJIANG EXPRESSWAY CO., LTD.
(A joint stock limited company incorporated in the People's Republic of China
with limited liability)
(Stock Code: 0576)
Proxy Form for Extraordinary General Meeting
Number of Shares related to this proxy form (note 1) H Shares/Domestic Shares*
I/We (Note 2)
of __________________________________________________________________ being the
holder(s) of (Note 1) __________________________________________ H Share(s)/
Domestic Share(s)* of Zhejiang Expressway Co., Ltd. (the "Company"), now
appoint (note 3) ______________________________________________________ (I.D.
No.: __________________________________________ of
_____________________________________________)/ the Chairman of the meeting as
my (our) proxy, to attend and vote on my (our) behalf in respect of the
resolution in accordance with the instruction(s) below at the extraordinary
general meeting of the Company (the "EGM") to be held at 10 a.m. on Thursday,
15 October 2015 at 5/F, No. 2 Mingzhu International Business Center, 199 Wuxing
Road, Hangzhou City, Zhejiang Province, the People's Republic of China for the
purpose of considering and, if thought fit, passing the resolution as set out
in the notice convening the EGM. In the absence of any indication, the proxy
may vote for or against the resolution at his own discretion (note 4).
Ordinary Resolutions For (note 4) Against (note 4)
1. To approve and confirm the agreement dated 5
August 2015 (the "Hanghui Agreement")
entered into between the Company and
Zhejiang Communications Investment Group
Co., Ltd. (a copy of which is produced to
the EGM marked "1" and initialed by the
chairman of the EGM for the purpose of
identification), and the terms and
conditions thereof and the transactions
contemplated thereunder and the
implementation thereof; and to approve,
ratify and confirm the authorization to any
one of the Directors, or any other person
authorized by the Board from time to time,
for and on behalf of the Company, among
other matters, to sign, seal, execute,
perfect, perform and deliver all such
agreements, instruments, documents and
deeds, and to do all such acts, matters and
things and take all such steps as he or she
or they may in his or her or their absolute
discretion consider to be necessary,
expedient, desirable or appropriate to give
effect to and implement the Hanghui
Agreement and the transactions contemplated
thereunder and all matters incidental to,
ancillary to or in connection thereto,
including agreeing and making any
modifications, amendments, waivers,
variations or extensions of the Hanghui
Agreement or the transactions contemplated
thereunder;
2. To consider and approve interim dividend of
RMB6 cents per share in respect of the six
months ended 30 June 2015;
Special Resolution
3. To consider and 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 issue and authorize 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.
Date:
__________________________________________,2015 Signature:
______________________________________ (note 5)
Notes:
1. Please insert the number of share(s) registered in your name(s) relating to
this form of proxy. If no number is inserted, this form of proxy will be deemed
to relate to all of the shares in the capital of the Company registered in your
name(s).
2. Please insert full name(s) and address(es) in BLOCK LETTERS.
3. Please insert the name and address of your proxy. If this is left blank,
the chairman of the EGM will act as your proxy. Proxies may not be member(s) of
the Company and may be appointed to attend and vote in the EGM provided that
such proxies must attend the EGM in person on your behalf. Any alteration made
to this proxy form must be signed by the signatory.
4. Please insert the number of share(s) you wish to vote for or against the
resolution in the appropriate boxes. In the absence of any such indication, the
proxy may vote or abstain from voting at his discretion.
5. This form of proxy must be signed under hand by you or your attorney duly
authorised in that behalf. If the appointor is a corporation, this form must be
affixed with its common seal or signed by its director(s) or duly authorised
representative(s).
6. This form of proxy together with the power of attorney or any other
authorisation document(s) which have been notarised, must be delivered, in the
case of a holder of domestic share(s), to the Company at 5/F, No. 2 Mingzhu
International Business Center, 199 Wuxing Road, Hangzhou City, Zhejiang
Province, the People's Republic of China and in the case of a holder of H share
(s), to Hong Kong Registrars Limited at 17M Floor, Hopewell Center, 183 Queen's
Road East, Wanchai, Hong Kong, at least 24 hours before the time designated for
the holding of the EGM.
* Please delete as appropriate.
===============================================================================
==================================================
ZHEJIANG EXPRESSWAY CO., LTD.
(A joint stock limited company incorporated in the People's Republic of China
with limited liability)
(Stock Code: 0576)
Reply Slip for Extraordinary General Meeting
I(We) _______________________________________________________________________
of _______________________________________________, telephone number:
______________________________________ and fax number:
_____________________________________, being the holder(s) of
________________________________ H Share(s)/Domestic Share(s)* of Zhejiang
Expressway Co., Ltd. (the "Company"), hereby confirm that I (we) wish
to attend or appoint a proxy to attend on my (our) behalf the extraordinary
general meeting of the Company (the "EGM") to be held at 10 a.m. on Thursday,
15 October 2015 at 5/F, No. 2 Mingzhu International Business Center, 199 Wuxing
Road, Hangzhou City, Zhejiang Province, the People's Republic of China.
Signature: ____________________
Date:____________________2015
Note: Eligible shareholders who wish to attend the EGM are advised to
complete and return this reply slip to the Company at 5/F, No. 2 Mingzhu
International Business Center, 199 Wuxing Road, Hangzhou City, Zhejiang
Province, the People's Republic of China by post or by facsimile (facsimile
no.: (+86)-571-8795 0329) such that the same shall be received by the Company
on or before 25 September 2015. Failure to sign and return this slip, however,
will not preclude an eligible shareholder from attending the EGM.
* Please delete as appropriate.
ZHEJIANG EXPRESSWAY : LD - Notice of EGM, Proxy Form and Reply Slip
September 01, 2015 at 02:01 am EDT
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