ZHEH.L Regulatory News (ZHEH)

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 2014 ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN THAT the 2014 annual general meeting (the "AGM") of Zhejiang Expressway Co., Ltd. (the"Company") will be held at 10 a.m. on June 18, 2015 at 5/F, No. 2 Mingzhu International Business Center, 199 WuxingRoad, Hangzhou City, Zhejiang Province, 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 RESOLUTIONS 1. to consider and approve the report of the directors of the Company (the "Directors") for the year 2014; 2. to consider and approve the report of the supervisory committee of the Company for the year 2014; 3. to consider and approve the audited financial statements of the Company for the year 2014; 4. to consider and approve final dividend of RMB26.5 cents per share in respect of the year ended December 31, 2014; 5. to consider and approve the final accounts of the Company for the year 2014 and the financial budget of the Company for the year 2015; 6. to consider and approve the re-appointment of Deloitte Touche Tohmatsu Certified Public Accountants Hong Kong as the Hong Kong auditors of the Company, and to authorize the board of Directors of the Company (the "Board") to fix their remuneration; 7. to consider and approve the re-appointment of Pan China Certified Public Accountants as the PRC auditors of the Company, and to authorize the Board to fix their remuneration; 8. to elect Directors of the Company, and consider and approve their remuneration and allowance package; 9. to elect supervisors of the Company, and consider and approve their allowance package; 10. to authorise the Board to approve the Directors' service contracts, the supervisors' 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; and 11. to approve and confirm: a. the financial services agreement between the Company and Zhejiang Communications Investment Group Finance Co., Ltd. dated April 24, 2015 (the "New Financial Services Agreement") and the terms thereof and the transactions contemplated thereunder, a copy of which marked "A" has been produced at the meeting and signed by the chairman of the meeting for identification purpose, be and are hereby approved; b. the annual cap for the Deposit Services (as defined in the circular of the Company dated May 4, 2015) under the New Financial Services Agreement be and is hereby approved; and c. the Board be and is hereby authorized to take all steps necessary or expedient in its opinion to implement and/or give effect to the New Financial Services Agreement. By order of the board of Directors Zhejiang Expressway Co., Ltd. Tony Zheng Company Secretary Hangzhou, the PRC, May 4, 2015 Notes: 1. The above mentioned resolution No. 11 shall be approved by independent shareholders as required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. Zhejiang Communications Investment Group Co., Ltd. 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 May 4, 2015. 2. Registration procedures for attending the AGM (1) Holders of H shares of the Company ("H Shares") and domestic shares of the Company ("Domestic Shares") intending to attend the AGM should return the reply slip for attending the AGM 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 May 28, 2015. (2) A shareholder or his/her/its proxy should produce proof of identity when attending the AGM. 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 AGM is entitled to appoint, in written form, one or more proxies to attend and vote at the AGM 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 Hong Kong Registrars 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 AGM. (4) Any vote of the shareholders of the Company present in person or by proxy at the AGM must be taken by poll. 4. Book closing period For the purpose of the AGM and to determine the shareholders who qualify for the proposed final dividend, the register of members holding H shares of the Company will be closed from May 19, 2015 to June 17, 2015 (both days inclusive), and from June 24, 2015 to June 29, 2015 (both days inclusive). 5. Last day of transfer and record date Holders of H Shares who intend to attend the AGM and qualify for the proposed final dividend must deliver all transfer instruments and the relevant shares certificates to Hong Kong Registrars Limited at Rooms 1712-1716, 17/F, Hopewell Center, 183 Queen's Road East, Hong Kong, at or before 4:30 p.m. on May 18, 2015 and on June 23, 2015 respectively. For the purpose of the AGM and qualify for the proposed final dividend, the record date will be May 25, 2015 and June 29, 2015 respectively. 6. Dividend Payable date Upon relevant approval by shareholders at the AGM, the final dividend is expected to be paid out on July 28, 2015. 7. Miscellaneous (1) The AGM 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 of the Company in the PRC is: 5/F, No. 2 Mingzhu International Business Center 199 Wuxing Road Hangzhou City, Zhejiang Province People's Republic of China 310020 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 andMr. DING Huikang; the non-executive Directors of the Company are: Mr. WANG Dongjie, Mr. DAI Benmeng andMr. ZHOU Jianping; and the independent non-executive Directors of the Company are: Mr. ZHOU Jun, Mr. PEI Ker-Wei andMs. 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 2014 ANNUAL GENERAL MEETING =========================================================== | Number of Shares related | H Shares/Domestic Shares* | | to this proxy form (note 1) | | =========================================================== 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 inaccordance with the instruction(s) below at the 2014 annual general meeting of the Company (the "AGM") to be held at10:00 a.m. on Thursday, June 18, 2015 at 5/F, No. 2 Mingzhu International Business Center, 199 Wuxing Road, HangzhouCity, Zhejiang Province, People's Republic of China (the "PRC"), for the purpose of considering and, if thought fit,passing the resolution as set out in the notice convening the AGM. In the absence of any indication, the proxy may votefor or against the resolution at his own discretion (note 4). =====================================================================================================================| | Ordinary Resolutions | For (note 4) | Against (note 4) |=====================================================================================================================| 1. | To consider and approve the report of the directors of the Company | | || | for the year 2014; | | |=====================================================================================================================| 2. | To consider and approve the report of the supervisory committee of | | || | the Company for the year 2014; | | |=====================================================================================================================| 3. | To consider and approve the audited financial statements of the | | || | Company for the year 2014; | | |=====================================================================================================================| 4. | To consider and approve final dividend of RMB26.5 cents per share in | | || | respect of the year ended 31 December 2014; | | |=====================================================================================================================| 5. | To consider and approve the final accounts of the Company for the | | || | year 2014 and the financial budget of the Company for the year 2015; | | |=====================================================================================================================| 6. | To consider and approve the re-appointment of Deloitte Touche | | || | Tohmatsu Certified Public Accountants Hong Kong as the Hong Kong | | || | auditors of the Company, and to authorize the board of Directors of | | || | the Company to fix their remuneration; | | |=====================================================================================================================| 7. | To consider and approve the re-appointment of Pan China Certified | | || | Public Accountants as the PRC auditors of the Company, and to | | || | authorize the Board to fix their remuneration; | | |=====================================================================================================================| 8. | To elect directors of the Company, and consider and approve their | | || | remuneration and allowance package; | | || ================================================================================================================| | I. Executive Directors: |a. Mr. ZHAN Xiaozhang | | || | |b. Mr. CHENG Tao | | || | |c. Ms. LUO Jianhu | | || ================================================================================================================| | II. Non-executive Directors: |a. Mr. WANG Dongjie | | || | |b. Mr. DAI Benmeng | | || | |c. Mr. ZHOU Jianping | | || ================================================================================================================| | III. Independent Non-executive |a. Mr. ZHOU Jun | | || | Directors: |b. Mr. PEI Ker-Wei | | || | |c. Ms. LEE Wai Tsang, Rosa | | |=====================================================================================================================| 9. | To elect supervisors of the Company, and consider and approve their | | || | allowance package; | | || ================================================================================================================| | I. Supervisor representing | | || | Shareholders: |Mr. YAO Huiliang | | || ================================================================================================================| |II. Independent Supervisors: |a. Mr. WU Yongmin | | || | |b. Mr. ZHANG Guohua | | || | |c. Mr. SHI Ximin | | |=====================================================================================================================| 10.| To authorise the Board to approve the Directors' service contracts, | | || | the supervisors' 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; and| | |=====================================================================================================================| 11.| To approve and confirm: | | || | a. the financial services agreement between the Company and Zhejiang | | || | Communications Investment Group Finance Co., Ltd. dated April 24, | | || | 2015 (the "New Financial Services Agreement") and the terms | | || | thereof and the transactions contemplated thereunder, a copy of | | || | which marked "A" has been produced at the meeting and signed by the| | || | chairman of the meeting for identification purpose, be and are | | || | hereby approved; | | || | b. the annual cap for the Deposit Services (as defined in the circular| | || | of the Company dated May 4, 2015) under the New Financial Services | | || | Agreement be and is hereby approved; and | | || | c. the board of directors of the Company be and is hereby authorized | | || | to take all steps necessary or expedient in its opinion to | | || | implement and/or give effect to the New Financial Services | | || | Agreement. | | |===================================================================================================================== 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 AGM will act as your proxy. Proxies may not be member(s) of the Company and may be appointed to attend and vote in the AGM provided that such proxies must attend the AGM 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 authorized 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 authorized representative(s).6. This form of proxy together with the power of attorney or any other authorization document(s) which have been notarized, 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, 310020, the PRC 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 AGM. * 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 2014 Annual 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 2014annual general meeting of the Company (the "AGM") to beheld at 10:00 a.m. on Thursday, June 18, 2015 at 5/F,No. 2 Mingzhu International Business Center, 199 Wuxing Road, Hangzhou City, Zhejiang Province, People's Republicof China (the "PRC"). Signature:_______________________ Date:___________________, 2015 Note: Eligible shareholders who wish to attend the AGM 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, 310020, the PRC by post or by facsimile (facsimile no.: (+86)-571-8795 0329) such that the same shall be received by the Company on or before May 28, 2015. Failure to sign and return this slip, however, will not preclude an eligible shareholder from attending the AGM. * Please delete as appropriate.