ZHEH.L Regulatory News (ZHEH)

------------------------------------------------------------------------------- THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION------------------------------------------------------------------------------- If you are in doubt as to any aspect of this circular or as to the action to betaken, you should consult your stockbroker or other registered dealer insecurities, bank manager, solicitor, professional accountants or otherprofessional adviser. If you have sold or transferred all your shares in Zhejiang Expressway Co.,Ltd., you should at once hand this circular with the accompanying form of proxyto the purchaser or the transferee or to the bank, stockbroker or other agentthrough whom the sale or transfer was effected for transmission to thepurchaser or the transferee. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong KongLimited take no responsibility for the contents of this circular, make norepresentation as to its accuracy or completeness and expressly disclaim anyliability whatsoever for any loss howsoever arising from or in reliance uponthe whole or any part of the contents of this circular. ZHEJIANG EXPRESSWAY CO. LTD.(A joint stock limited company incorporated in the People's Republic of China with limited liability) (Stock Code: 0576) PROPOSED CHANGES IN DIRECTORS AND NOTICE OF EXTRAORDINARY GENERAL MEETING A notice for convening the extraordinary general meeting (the "EGM") of theCompany to be held at 10 a.m. on Monday, December 29, 2014 at 12/F, Block A,Dragon Century Plaza, 1 Hangda Road, Hangzhou, Zhejiang Province, 310007,the People's Republic of China is set out on pages 8 to 9 of this circular. A form of proxy for use at the EGM and a reply slip are enclosed and are alsopublished on the HKExnews website of the Hong Kong Exchanges and ClearingLimited (www.hkexnews.hk) and on the Company's website (www.zjec.com.cn).Whether or not you are able to attend the EGM in person, you are requested tocomplete and return (i) the reply slip in accordance with the instructionsprinted thereon not later than December 8, 2014 and (ii) the form of proxy inaccordance with the instructions printed thereon not less than 24 hours beforethe time for holding the EGM (or any adjournment thereof). In case of H shares,the proxy form shall be lodged with the Company's H shares registrar, Hong KongRegistrars Limited at 17M Floor, Hopewell Center, 183 Queen's Road East,Wanchai, Hong Kong, not less than 24 hours before the time for holding the EGM(or any adjournment thereof). Completion and delivery of the form of proxy willnot preclude you from attending and voting in person at the EGM or anyadjournment thereof should you so wish. 14 November 2014 ------------------------------------------------------------------------------- CONTENTS------------------------------------------------------------------------------- Definitions Letter from the Board Appendix I - Profiles of the Directors proposed to be appointed Notice of EGM ------------------------------------------------------------------------------- DEFINITIONS------------------------------------------------------------------------------- In this circular,unless the context specifies otherwise,the following expressionsshall have the meanings stated below: "Articles of Association" the articles of association of the Company "Board" the Board of Directors "Circular" this circular to the Shareholders "Communications Group" (Zhejiang Communications Investment Group Co., Ltd.), a wholly state-owned enterprise established in the PRC, and the controlling shareholder of the Company "Company" Zhejiang Expressway Co., Ltd., a joint stock limited company incorporated in the PRC with limited liability "controlling shareholder(s)" has the meaning ascribed to it under the Listing Rules "Director(s)" the director(s) of the Company "EGM" the extraordinary general meeting of the Shareholders to be held at 10 a.m. on Monday, December 29, 2014 at 12/F, Block A, Dragon Century Plaza, 1 Hangda Road, Hangzhou, Zhejiang Province, 310007, the PRC, the notice of which is set out on pages 8 to 9 of this Circular "Group" the Company and its subsidiaries "H Shares" overseas listed foreign shares in the share capital of the Company with a nominal value of RMB1 per share, which are listed on the Main Board of the Stock Exchange "Hong Kong" the Hong Kong Special Administrative Region of the PRC "Listing Rules" Rules Governing the Listing of Securities on the Stock Exchange "PRC" the People's Republic of China (for the purpose of this Circular, excludes Hong Kong, Macau and Taiwan) "RMB" Renminbi, the lawful currency of the PRC "SFO" Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) "Shareholder(s)" holder(s) of the share(s) of the Company "Stock Exchange" The Stock Exchange of Hong Kong Limited "subsidiary(ies)" has the meaning ascribed to it under the Listing Rules "substantial shareholder(s)" has the meaning ascribed to it under the Listing Rules ------------------------------------------------------------------------------- LETTER 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) Executive Directors: Registered office in the PRC:Mr. Zhan Xiaozhang (Chairman) 12th Floor, Block AMs. Luo Jianhu Dragon Century PlazaMr. Ding Huikang 1 Hangda Road HangzhouNon-executive Directors: Zhejiang Province 310007Mr. Li Zongsheng The People's Republic of ChinaMr. Wang WeiliMr. Wang Dongjie Independent Non-executive Directors:Mr. Zhang JunshengMr. Zhou JunMr. Pei Ker-wei 14 November 2014 To the Shareholders Dear Sir or Madam, PROPOSED CHANGES IN DIRECTORS AND NOTICE OF EXTRAORDINARY GENERAL MEETING INTRODUCTION The purpose of this Circular is to provide you with information regardingcertain resolutions to be proposed at the EGM in relation to proposed changesin Directors to enable you to make an informed decision on whether to vote foror against the relevant resolutions. PROPOSED CHANGES IN DIRECTORS As disclosed in the announcement of the Company dated November 11, 2014, Mr.Zhang Junsheng, an independent non-executive Director, has submitted hisresignation application to the Company in accordance with the "Opinions onFurther Regulation on Party and Political Leaders and Cadres Working Part-Time(Holding Office) in Enterprises" (Zhong Zu Fa No. 18 of 2013) issued by theOrganisation Department of the CPC Central Committee. Due to job reassignments,Mr. Li Zongsheng and Mr. Wang Weili, both non-executive Directors, have alsosubmitted their resignation applications to the Company. According to theArticles of Association, new Directors need to be elected at a Shareholders'meeting. Before new Directors are considered and approved by the Shareholders, Mr. ZhangJunsheng, Mr. Li Zongsheng and Mr. Wang Weili will continue to be Directors andperform their duties. Mr. Zhang Junsheng, Mr. Li Zongsheng and Mr. Wang Weilihave confirmed that they have no disagreement with the Board and there is noother matter in relation to their resignation applications that needs to bebrought to the attention of the Stock Exchange and the Shareholders. The Company has selected suitable candidates to fill the vacancies according torelevant requirements. The Board has resolved to propose Mr. Dai Benmeng andMr. Zhou Jianping to be appointed as non-executive Directors and Ms. Lee WaiTsang, Rosa to be appointed as an independent non-executive Director. Theproposed appointments will be submitted to the EGM for the election of theproposed new Directors. Such proposed appointments shall become effectivesubject to Shareholders' approval at the EGM and the term of the office of theproposed new Directors will end on the date of expiry of the term of the Sixthsession of the Board, being June 30, 2015. Biographical details of each of the candidates proposed to be appointed asDirectors at the EGM are set out in Appendix I to this Circular. DIRECTORS' EMOLUMENTS AND SERVICE CONTRACTS Non-executive Directors and independent non-executive Directors do not receiveany fixed remunerations from the Company, though all non-executive Directorsand independent non-executive Directors are provided with allowances that aresubject to their levels of participation in the Company's meetings asdetermined by the Board at their discretion and there are no applicable scalefor determining such remuneration. If Mr. Dai Benmeng, Mr. Zhou Jianping and Ms. Lee Wai Tsang, Rosa are appointedas Directors at the EGM, each of them will enter into a service contract withthe Company upon their appointment. CLOSURE OF REGISTER OF MEMBERS For the purpose of determining the Shareholders' entitlement to attend and voteat the EGM, the register of members holding H Shares of the Company will beclosed from November 29, 2014 to December 28, 2014 (both days inclusive).Holders of H Shares who intend to attend and vote at the EGM must deliver alltransfer instruments and the relevant share certificates to Hong KongRegistrars Limited at Rooms 1712-1716, 17/F, Hopewell Center, 183 Queen's RoadEast, Wanchai, Hong Kong, at or before 4:30 p.m. on November 28, 2014. For thepurpose of the EGM, the record date is December 4, 2014. THE EGM A notice for convening the EGM to be held at 10 a.m. on Monday, December 29,2014 at 12/F, Block A, Dragon Century Plaza, 1 Hangda Road, Hangzhou, ZhejiangProvince, 310007, the PRC is set out on pages 8 to 9 of this Circular. A form of proxy for use at the EGM and a reply slip are enclosed and are alsopublished on the HKExnews website of the Hong Kong Exchanges and ClearingLimited (www.hkexnews.hk) and on the Company's website (www.zjec.com.cn).Whether or not you are able to attend the EGM in person, you are requested tocomplete and return (i) the reply slip in accordance with the instructionsprinted thereon not later than December 8, 2014 and (ii) the form of proxy inaccordance with the instructions printed thereon not less than 24 hours beforethe time for holding the EGM (or any adjournment thereof). In case of H Shares,the proxy form shall be lodged with the Company's H Shares registrar, Hong KongRegistrars Limited at 17M Floor, Hopewell Center, 183 Queen's Road East,Wanchai, Hong Kong, not less than 24 hours before the time for holding the EGM(or any adjournment thereof). Completion and delivery of the form of proxy willnot preclude you from attending and voting in person at the EGM or anyadjournment thereof should you so wish. RECOMMENDATION The Directors consider that the proposed changes in Directors is in theinterests of the Company and the Shareholders as a whole. Accordingly, theDirectors recommend the Shareholders to vote in favour of the relevantresolutions to approve the proposed changes in Directors at the EGM. Yours faithfully, For and on behalf of Zhejiang Expressway Co., Ltd. Zhan Xiaozhang Chairman ------------------------------------------------------------------------------- APPENDIX I PROFILES OF THE DIRECTORS PROPOSED TO BE APPOINTED------------------------------------------------------------------------------- The proposed candidates to be appointed as Directors at the EGM are nominatedby the Nomination Committee of the Company. The profiles of the candidatesnominated are as follows: Candidates of non-executive Directors Mr. Dai Benmeng, aged 49, graduated from the Party School of the ZhejiangCommittee of the Communist Party of China with a bachelor's degree specialisingin economics and management and is a senior economist. He began working inFebruary 1987 and has been a director and the deputy general manager of WenzhouShipping Co., Ltd., a director and the general manager of Zhejiang WenzhouYongtaiwen Expressway Co., Ltd., a director and the general manager of ZhejiangJinji Property Co., Ltd., the person in charge of Zhejiang Province NorthZhejiang Expressway Management Co., Ltd., the chairman of Zhejiang ShenSuZheWanExpressway Co., Ltd., and the general manager of theShanghai-Jiaxing-Huzhou-Hangzhou branch of the Communications Group. Mr. Dai iscurrently the manager of the Human Resources Department of the CommunicationsGroup. Mr. Zhou Jianping, aged 57, graduated from Xi'an Highway College with abachelor's degree specialising in vehicular transport and is a senior engineerat professor level. He began working in September 1975 and has been the deputysupervisor of the Business Management Office, supervisor of the office,assistant of the general manager, and deputy general manager of ZhejiangProvince Vehicular Transport General Company, the deputy head of QuzhouMunicipal Communications Bureau, Zhejiang Province, the manager of the AssetManagement Department of the Communications Group, and the person in charge ofthe Hangjinqu Branch of the Communications Group. Mr. Zhou is currently thedeputy chief economist and the manager of the Operations Department of theCommunications Group. Candidate of independent non-executive Director Ms. Lee Wai Tsang, Rosa, aged 37, is the chairman and an executive director ofGrand Investment International Ltd. (a company listed on the Main Board of theStock Exchange, Stock Code: 1160) and oversees its day-to-day investment,operation and administration. Ms. Lee holds a bachelor degree from theUniversity of Southern California, a Master of Science in Finance from BostonCollege and a MBA from the University of Chicago. Ms. Lee is a licensed personfor the regulated activities of dealing and advising in securities and assetmanagement under the SFO. Ms. Lee is a director of Grand Finance Group CompanyLtd. and several of its subsidiaries, Tianjin Yishang Friendship Holdings Co.,Ltd. and MBP Software Group Holdings Ltd. Ms. Lee has extensive experience inmanagement, investment, securities and auditing. Ms. Lee has met the independence requirements as set out in Rule 3.13 of theListing Rules. Other information The term of office of the proposed new Directors will end on the date of expiryof the term of the Sixth session of the Board, being June 30, 2015. Save as disclosed in the above, the proposed candidates to be appointed asDirectors at the EGM has not held any other directorships in the last threeyears in public companies the securities of which are listed on any securitiesmarket in Hong Kong or overseas, nor any other positions within the Group.Furthermore, none of the proposed candidates to be appointed as Directors atthe EGM has any relationships with any Directors, senior management orsubstantial or controlling shareholders of the Company. None of the proposed candidates to be appointed as Directors at the EGM has anyinterest in the shares of the Company or its associated corporation (within themeaning of Part XV of the SFO). Save as disclosed above, there are no other matters relating to the proposedcandidates to be appointed as Directors at the EGM that need to be brought tothe attention of the Shareholders nor is there any information which isrequired to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules. ------------------------------------------------------------------------------- NOTICE OF EGM------------------------------------------------------------------------------- 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") ofZhejiang Expressway Co., Ltd. (the "Company") will be held at 10 a.m. onMonday, December 29, 2014 at 12/F, Block A, Dragon Century Plaza, 1 HangdaRoad, Hangzhou, Zhejiang Province, 310007, the People's Republic of China (the"PRC"), for the purpose of considering and, if thought fit, passing with orwithout modification or amendment the following resolutions: AS ORDINARY RESOLUTIONS 1. to elect Mr. Dai Benmeng as a non-executive director of the Company, and to consider and approve his allowance package; 2. to elect Mr. Zhou Jianping as a non-executive director of the Company, and to consider and approve his allowance package; 3. to elect Ms. Lee Wai Tsang, Rosa as an independent non-executive director of the Company, and to consider and approve her allowance package; and 4. to authorise the board of directors of the Company to approve the proposed directors' service contracts and all other relevant documents and to authorise any one executive director of the Company to sign such contracts and other relevant documents for and on behalf of the Company and to take all necessary actions in connection therewith. By order of the Board ZHEJIANG EXPRESSWAY CO., LTD. Tony Zheng Company Secretary Hangzhou, PRC14 November 2014 Notes: 1. Registration procedures for attending the EGM (1) Holders of H shares of the Company ("HShares") and domestic shares of the Company ("DomesticShares") 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 5(2) below) such that the same shall be received by the Company on or before December 8, 2014. (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. 2. 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 authorised representative (s). If the instrument appointing a proxy is signed by a person authorised by the appointor, the power of attorney or other authorisation document(s) shall be notarised. (3) To be valid, the power of attorney or other authorisation document(s) (which have been notarised) 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 5(2) below and, in the case of holders of H Shares, 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 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. 3. Book closing period For the purpose of determining the shareholders' entitlement to attend and vote at the EGM, the register of members holding H Shares of the Company will be closed from November 29, 2014 to December 28, 2014 (both days inclusive). 4. Last day of transfer and record date Holders of H Shares who intend to attend and vote at the EGM must deliver all transfer instruments and the relevant share certificates to Hong Kong Registrars Limited at Rooms 1712-1716, 17/F, Hopewell Center, 183 Queen's Road East, Wanchai, Hong Kong, at or before 4:30 p.m. on November 28, 2014. For the purpose of the EGM, the record date will be December 4, 2014. 5. 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 registered address of the Company is: 12/F, Block A, Dragon Century Plaza 1 Hangda Road Hangzhou, Zhejiang 310007 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, Ms. LUO Jianhu and Mr. DING Huikang; the non-executivedirectors of the Company are: Mr. LI Zongsheng, Mr. WANG Weili and Mr. WANGDongjie; and the independent non-executive directors of the Company are: Mr.ZHANG Junsheng, Mr. ZHOU Jun and Mr. PEI Ker-Wei.