ZHEH.L Regulatory News (ZHEH)

28 Apr 2006 10:54

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the actionto be taken, you should consult a stockbroker or other registered dealer insecurities, bank managers, solicitor, professional accountant or otherprofessional adviser.If you have sold or transferred all your shares in Zhejiang Expressway Co.,Ltd. (the "Company"), you should at once hand this circular and theaccompanying form of proxy to the purchaser or to the bank or stockbroker orother agent through whom the sale or transfer was effected for transmission tothe purchaser. 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 ANNUAL GENERAL MEETING AND PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION A notice convening an annual general meeting (the "AGM") of Zhejiang ExpresswayCo., Ltd. (the "Company") to be held at 9:00 a.m. on Wednesday, June 14, 2006at 12/F, Block A, Dragon Century Plaza, 1 Hangda Road, Hangzhou, ZhejiangProvince, the People's Republic of China (the "PRC"), is set out on page 7 ofthis circular. Whether or not you intend to attend the meeting, you arerequested to complete and return the accompanying form of proxy in accordancewith the instructions printed thereon as soon as possible and, in any event, atleast 24 hours before the time appointed for the holding of the meeting. April 27, 2006CONTENTS PageLetter from the Board 1 I. Proposed Amendments to the Articles 1 II. Recommendation 2 III. Notice of AGM 2Appendix - Proposed Amendments to the Articles 3Notice of AGM 7LETTER FROM THE BOARD Zhejiang Expressway CO., LTD. (A joint stock limited company incorporated in the People's Republic of China with limited liability) (Stock Code: 0576) Board of Directors Registered address: 19th Floor, Executive Directors Zhejiang World Trade GENG Xiaoping Center, FANG Yunti 122 Shuguang Road, ZHANG Jingzhong Hangzhou, Zhejiang JIANG Wenyao 310007, Non-executive Directors the People's Republic of China ZHANG Luyun ZHANG Yang Independent Non-executive Directors TUNG Chee Chen ZHANG Junsheng ZHANG Liping Dear Sir or Madam: NOTICE OF ANNUAL GENERAL MEETING AND PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION INTRODUCTIONOn April 25, 2006, the board of directors of the Company ("the Board") conveneda meeting at which it was resolved, among other things, to amend the Articlesof Association of the Company ("Articles") and to convene the AGM.I. PROPOSED AMENDMENTS TO THE ARTICLESThe Board proposes to make certain amendments to the Articles in order to meetthe relevant requirements of the revised Company Law of the PRC which tookeffect from January 1, 2006 and to reflect the amended registered address,telephone and facsimile numbers of the Company. The proposed amendments to theArticles are set out in the Appendix to this circular. According to theArticles and the relevant laws and regulations, the proposed amendments to theArticles are subject to the approval of the shareholders of the Company by wayof a special resolution at the AGM. Further, the proposed amendments to theArticles will become effective after the relevant procedures for the approvaland/or registration or filing in the PRC have been completed.II. RECOMMENDATIONThe Directors consider that the proposed resolution regarding the amendments tothe Articles is in the best interests of the Company and its shareholders andaccordingly recommend the shareholders of the Company to vote in favour of suchresolution at the AGM.III. NOTICE OF AGMThe AGM will be held at 9:00 a.m. on Wednesday, June 14, 2006 at 12/F, Block A,Dragon Century Plaza, 1 Hangda Road, Hangzhou, Zhejiang Province, the PRC, toapprove the matters as set out in a notice of the AGM set out on page 7 of thiscircular. By order of the Board ZHANG Jingzhong Company Secretary April 27, 2005 APPENDIX -- PROPOSED AMENDMENTS TO THE ARTICLES (i) Delete the entirety of the existing Article 3 of the Articles whichprovides that:"The address of the Company is: 19th Floor, Zhejiang World Trade Centre, No. 15Shuguang Road, Hangzhou City, Zhejiang Province, People's Republic of ChinaPostal Code: 310007Telephone No: 0571-798 5588Facsimile: 0571-798 5599"and replace it with the following:"The address of the Company is: 12/F, Block A, Dragon Century Plaza, 1 HangdaRoad, Hangzhou, Zhejiang Province, the People's Republic of ChinaPostal Code: 310007Telephone No.: 0571-8798 5588Facsimile No.: 0571-8798 5599"(ii) Delete the entirety of the existing Article 145 of the Articles whichprovides that:"The profit of the Company shall be distributed in the following order ofpriority after payment of relevant taxes:(1) making up losses;(2) allocation to the statutory reserve fund;(3) allocation to the statutory public welfare fund;(4) payment of dividends to preferential shareholders (if any);(5) allocation to the discretionary reserve fund; and(6) payment of dividends to ordinary shareholders.The actual proportion of distribution in each year in respect of paragraphs (5)and (6) of this Article shall be proposed by the board of directors inaccordance with the operational condition and development requirements of theCompany and shall be approved by the shareholders in general meeting. Nodividend shall be distributed by the Company before losses have been made upand allocation to the statutory common reserve fund and statutory publicwelfare fund have been made. The Company shall not pay any interest toshareholders in respect of dividends, except those dividends which are due andpayable but not yet paid by the Company."and replace it with the following:"The profit of the Company shall be distributed in the following order ofpriority after payment of relevant taxes:(1) making up losses;(2) allocation to the statutory reserve fund;(3) payment of dividends to preferential shareholders (if any);(4) allocation to the discretionary reserve fund; and(5) payment of dividends to ordinary shareholders.The actual proportion of distribution in each year in respect of paragraphs (4)and (5) of this Article shall be proposed by the board of directors inaccordance with the operational condition and development requirements of theCompany and shall be approved by the shareholders in general meeting. Nodividend shall be distributed by the Company before losses have been made upand allocation to the statutory common reserve fund have been made. The Companyshall not pay any interest to shareholders in respect of dividends, exceptthose dividends which are due and payable but not yet paid by the Company."(iii) Delete the entirety of the existing Article 148 of the Articles whichprovides that:"The Company shall allocate 5% to 10% of the profit after tax to the statutorypublic welfare fund. The Company shall from time to time use the statutorypublic welfare fund for the collective welfare of the staff and workers of theCompany."(iv) Delete the entirety of the existing Article 149 of the Articles whichprovides that:"If the statutory reserve fund is not sufficient to make up the losses of theCompany in the preceding year, the profits of that year shall be used formaking up such losses before the allocation to the statutory reserve fund andstatutory public welfare fund according to the above article."and replace it with the following:"If the statutory reserve fund is not sufficient to make up the losses of theCompany in the preceding years, the profits of that year shall be used formaking up such losses before the allocation to the statutory reserve fund."(v) Delete the entirety of the existing Article 151 of the Articles whichprovides that:"The shareholders in general meeting or the board of directors of the Companyshall not pay any dividends to the shareholders before the Company has made upits losses and has made allocation to the statutory reserve fund and statutorypublic welfare fund. The dividends paid in breach of this Article shall bereturned to the Company.and replace it with the following:"The shareholders in general meeting or the board of directors of the Companyshall not pay any dividends to the shareholders before the Company has made upits losses and has made allocation to the statutory reserve fund. The dividendspaid to any shareholders in breach of this Article shall be returned to theCompany.No profit shall be distributed for any shares issued by the Company and held bythe Company."(vi) Delete the entirety of the existing Article 153 of the Articles whichprovides that:"The reserve fund of the Company includes statutory reserve fund, discretionaryreserve fund and capital reserve fund. The reserve fund shall only be used forthe following purposes:(1) making up losses;(2) expansion of the production and operation of the Company;(3) conversion into additional share capital of the Company. With the approvalof the shareholders in general meeting, the Company may convert the statutorycommon reserve fund into share capital, and issue bonus shares to shareholderspro rata to their existing shareholdings or increase the par value of theshares. However, when the statutory reserve fund is converted into sharecapital, the amount remaining in such statutory reserve fund shall not be lessthan 25% of the registered capital of the Company;(4) other purposes stipulated by the State."and replace it with the following:"The reserve fund of the Company includes statutory reserve fund, discretionaryreserve fund and capital reserve fund. The reserve fund shall only be used forthe following purposes:(1) making up losses;(2) expansion of the production and operation of the Company;(3) conversion into additional share capital of the Company. With the approvalof the shareholders in general meeting, the Company may convert the statutorycommon reserve fund into share capital, and issue bonus shares to shareholderspro rata to their existing shareholdings or increase the par value of theshares. However, when the statutory reserve fund is converted into sharecapital, the amount remaining in such statutory reserve fund shall not be lessthan 25% of the registered capital of the Company prior to the conversion; and(4) other purposes stipulated by the State.However, capital reserve fund shall not be used to make up losses of theCompany."(vii) Delete the entirety of the existing Articles 182 of the Articles whichprovides that:"The staff and workers of the Company shall have the right to establish a tradeunion, carry out trade union activities and protect the legal rights andinterests of the staff and workers of the Company according to laws. TheCompany shall provide necessary conditions for the activities of the tradeunion. The Company shall also provide funds for the trade union in accordancewith the laws of the PRC for the carrying out of trade union activities."and replace it with the following:"The staff and workers of the Company shall have the right to establish a tradeunion, carry out trade union activities and protect the legal rights andinterests of the staff and workers of the Company according to laws. TheCompany shall provide necessary conditions for the activities of the tradeunion. The Company shall also provide funds for the trade union in accordancewith the laws of the PRC for the carrying out of trade union activities.The trade union of the Company shall enter into contracts with the Company onbehalf of the staff and workers of the Company collectively in accordance withthe law in relation to the labor remuneration, working hours, welfare,insurance, labor safety and hygiene of the staff and workers." NOTICE OF AGM 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 2005 Annual General Meeting NOTICE IS HEREBY GIVEN that the 2005 annual general meeting (the "AGM") ofZhejiang Expressway Co., Ltd. (the "Company") will be held at 9:00 a.m. onWednesday, June 14, 2006 at 12/F, Block A, Dragon Century Plaza, 1 Hangda Road,Hangzhou, Zhejiang Province, the People's Republic of China (the "PRC") for theconduct of the following business:A. As ordinary resolutions:1. To consider and approve the report of the directors for the year 2005;2. To consider and approve the report of the supervisory committee for the year2005;3. To consider and approve the audited financial statements for the year 2005;4. To consider and approve the proposed distribution of profits for the year2005;5. To consider and approve the financial budget for the year 2006; and6. To consider and approve the re-appointment of Deloitte Touche TohmatsuCertified Public Accountants Hong Kong and Zhejiang Pan China Certified PublicAccountants as the Hong Kong auditors and the PRC auditors of the Companyrespectively, and authorize the board of directors of the Company to fix theirremuneration. B. As special resolution: To consider and, if thought fit, pass the following as a special resolution:"THAT the proposals by the board of directors of the Company (the "Board") toamend the articles of association of the Company in the manner set out in thecircular of the Company dated April 27, 2006 to the shareholders of the Companyis hereby approved, and the Board is hereby authorized to modify the wordingsof the amendments as appropriate and to do all such things as necessary inrespect of the amendments pursuant to the requirements (if any) under domesticor overseas laws or under the rules of any stock exchange on which anysecurities of the Company are listed." By Order of the Board ZHANG Jingzhong Company Secretary Hangzhou, Zhejiang Province, the PRCApril 27, 2006Notes: 1. Registration procedures for attending the AGM(1) Holders of H shares of the Company ("H Shares") and domestic shares of theCompany ("Domestic Shares") intending to attend the AGM should return the replyslip for attending the AGM to the Company by post or by facsimile (address andfacsimile numbers are shown in paragraph 5(2) below) such that the same shallbe received by the Company on or before May 24, 2006.(2) A shareholder or his/her/its proxy should produce proof of identity whenattending the AGM. If a corporate shareholder appoints its legal representativeto attend the meeting, such legal representative shall produce proof ofidentity and a copy of the resolution of the board of directors or othergoverning body of such shareholder appointing such legal representative at themeeting.2. Proxy(1) A shareholder eligible to attend and vote at the AGM is entitled toappoint, in written form, one or more proxies to attend and vote on his/her/itsbehalf. A proxy needs not to be a member.(2) A proxy should be appointed by a written instrument signed by the appointoror his/her/its attorney. If the appointor is a corporation, the same shall beaffixed with its common seal or signed by its director(s) or duly authorizedrepresentative(s). If the form of proxy is signed by the attorney of theappointor, the power of attorney or other authorization document(s) of suchattorney should be notarized.(3) To be valid, the power of attorney or any other authorization document(s)(which have been notarized) together with the completed form of proxy must bedelivered, in the case of holders of Domestic Shares, to the Company at theaddress shown in paragraph 5(2) below and, in the case of holders of H Shares,to Hong Kong Registrars Limited at 46th Floor, Hopewell Center, 183 Queen'sRoad East, Hong Kong, not less than 24 hours before the time designated for theholding of the AGM.(4) A proxy may exercise the right to vote by a show of hands or by poll.However, if more than one proxy is appointed by a shareholder, such proxiesshall only exercise the right to vote on a poll.3. Closure of Register of MembersThe register of members holding H shares of the Company will be closed from May15, 2006 to June 13, 2006 (both days inclusive).4. Eligibility for attending the AGMHolders of H Shares who intend to attend the AGM must deliver all transferinstruments and the relevant shares certificates to the share registrar for HShares, Hong Kong Registrars Limited at Rooms 1712-1716, 17th Floor, HopewellCenter, 183 Queen's Road East, Hong Kong at or before 4:00 p.m. on Friday, May12, 2006.5. Miscellaneous(1) The AGM will not last for more than one day. Shareholders who attend shallbear their own traveling and accommodation expenses.(2) The address of the Company is at:12/F, Block ADragon Century Plaza1 Hangda RoadHangzhou, Zhejiang 310007the People's Republic of ChinaTelephone No.: (+86)-571-8798 7700Facsimile No.: (+86)-571-8795 0329ENDZHEJIANG EXPRESSWAY CO LD