Circular of Proposed Amendment to Articles of A...
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 action
to be taken, you should consult a stockbroker or other registered dealer in
securities, bank managers, solicitor, professional accountant or other
professional adviser.
If you have sold or transferred all your shares in Zhejiang Expressway Co.,
Ltd., you should at once pass this circular to the purchaser or to the bank,
stockbroker or other agent through whom the sale was effected for transmission
to the purchaser.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong
Limited take no responsibility for the contents of this circular, 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 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 AMENDMENT TO ARTICLES OF ASSOCIATION
RESIGNATION OF NON-EXECUTIVE DIRECTOR
APPOINTMENT OF EXECUTIVE DIRECTOR
RESIGNATION AND APPOINTMENT OF SUPERVISOR
AND
NOTICE OF EXTRAORDINARY GENERAL MEETING
A notice convening an extraordinary general meeting of the Company to be held
at 3:00 p.m. on Monday, October 18, 2010 at 12/F, Block A, Dragon Century
Plaza, 1 Hangda Road, Hangzhou, Zhejiang Province, the People's Republic of
China is set out on page 8 of this circular. Whether or not you intend to
attend the meeting, you are requested to complete and return the accompanying
form of proxy in accordance with the instructions printed thereon as soon as
possible and, in any event, at least 24 hours before the time appointed for the
meeting.
August 30, 2010
CONTENTS
Page
DEFINITIONS 1
LETTER FROM THE BOARD
Introduction 2
Proposed amendment to Articles of Association 3
Resignation of non-executive Director and appointment of executive Director 3
Resignation and appointment of Supervisor 3
Interim Dividend 3
Recommendation 4
General Information 4
APPENDIX I ―
PROPOSED AMENDMENT TO THE ARTICLES 5
APPENDIX II ―
PARTICULARS OF DIRECTOR AND SUPERVISOR
TO BE APPOINTED 6
APPENDIX III ―
NOTICE OF EXTRAORDINARY GENERAL MEETING 8
DEFINITIONS
In this circular, unless the context otherwise requires, the following
expressions shall have the following meanings:
"Articles" the articles of association of the Company
"Board" the board of directors of the Company
"Communications Zhejiang Communications Investment Group Co., Ltd., a wholly
Group" State-owned enterprise established on December 29, 2001 and
thecontrolling shareholder of the Company
"Company" Zhejiang Expressway Co., Ltd.
"EGM" extraordinary general meeting of the Company to be held at 3:00
p.m. on Monday, October 18, 2010 at 12/F, Block A, Dragon
Century Plaza, 1 Hangda Road, Hangzhou, Zhejiang Province, the
PRC
"Huajian" Huajian Transportation Economic Development Center, a
State-owned enterprise
"Listing Rules" The Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited
"Mr. Ding" Mr. Ding Huikang
"Mr. Liu" Mr. Liu Haisheng
"Mr. Zheng" Mr. Zheng Qihua
"Ms. Zhang" Ms. Zhang Yang
"PRC" the People´s Republic of China
"SASAC" State-owned Assets Supervision and Administration Commission
"Shareholders" the shareholders of the Company
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)
Board of Directors: Registered address:
Executive Directors: 12/F, Block A,
CHEN Jisong Dragon Century Plaza,
ZHAN Xiaozhang 1 Hangda Road,
JIANG Wenyao Hangzhou, Zhejiang 310007,
ZHANG Jingzhong the People's Republic of China
Non-executive Directors:
ZHANG Luyun
Independent Non-executive Directors:
TUNG Chee Chen
ZHANG Junsheng
ZHANG Liping
August 30, 2010
Dear Sir or Madam:
PROPOSED AMENDMENT TO ARTICLES OF ASSOCIATION
RESIGNATION OF NON-EXECUTIVE DIRECTOR
APPOINTMENT OF EXECUTIVE DIRECTOR
RESIGNATION AND APPOINTMENT OF SUPERVISOR
AND
NOTICE OF EXTRAORDINARY GENERAL MEETING
INTRODUCTION
On December 31, 2010, Huajian transferred all of the 476,760,000 domestic
invested shares in the Company held by it to the Communications Investment
Group. Such transfer has been approved by the SASAC of the State Council on
June 18, 2010. After the transfer, Huajian does not hold any shares in the
Company.
PROPOSED AMENDMENT TO ARTICLES OF ASSOCIATION
To reflect this change in the Company´s shareholders and the following proposed
change of directors referred to below, the Board of the Company proposes to
make certain amendments to the Articles of the Company. The proposed amendments
to the Articles are set out in Appendix I to this circular. According to the
Articles and the relevant laws and regulations, the proposed amendments to the
Articles are subject to the approval of the Shareholders of the Company by way
of special resolution at the EGM of the Company to be held on October 18, 2010.
RESIGNATION OF NON-EXECUTIVE DIRECTOR AND APPOINTMENT OF EXECUTIVE DIRECTOR
Ms. Zhang has resigned as non-executive director of the Company with effect
from August 28, 2010, due to other work commitment.
Ms. Zhang confirmed that she had no disagreement with the Board and there were
no other matters in respect of her resignation that need to be brought to the
attention of the Shareholders.
The Board would like to take this opportunity to express its appreciation for
Ms. Zhang's valuable contribution to the development of the Company during her
tenure of services.
Mr. Ding is the newly nominated candidate for election as executive director of
the Board. Mr. Ding will also serve as Deputy General Manager of the Company.
The particulars of Mr. Ding, which are required to be disclosed pursuant to the
Listing Rules, are set out in Appendix II to this circular.
RESIGNATION AND APPOINTMENT OF SUPERVISOR
Mr. Zheng has resigned as independent supervisor of the Company due to
excessive workload with effect from August 26, 2010.
Mr. Zheng confirmed that he had no disagreement with the Board and there were
no other matters in respect of his resignation that need to be brought to the
attention of the Shareholders.
The Board would like to take this opportunity to express its appreciation for
Mr. Zheng's valuable contribution to the development of the Company during his
tenure of services.
Mr. Liu is the newly nominated candidate for election as independent supervisor
of the Company. The particulars of Mr. Liu, which are required to be disclosed
pursuant to the Listing Rules, are set out in Appendix II to this circular.
INTERIM DIVIDEND
The Directors have resolved to recommend an interim dividend of Rmb6 cents per
share in respect of the six months ended June 30, 2010.
RECOMMENDATION
The Directors consider that the proposed resolutions in respect of (i) the
amendment of the Articles; (ii) the appointment of Mr. Ding as executive
director; (iii) the appointment of Mr. Liu as supervisor; and (iv) the payment
of the interim dividend are in the best interests of the Company and its
shareholders as a whole, and accordingly, recommend the shareholders of the
Company to vote in favour of the resolutions relating to these matters to be
proposed at the EGM.
GENERAL INFORMATION
Your attention is drawn to the appendices to this circular.
Yours faithfully
By order of the Board
Zhang Jingzhong
Company Secretary
APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES
(1) Amend Article 19 of the Articles as follows:
"After the establishment of the Company, 4,343,114,500 ordinary shares were
issued of which 1,433,854,500 were issued as overseas listed foreign invested
shares representing approximately 33% of the total number of ordinary shares
which were issued by the Company. The shareholding structure of the Company
comprises 4,343,114,500 ordinary shares of which 2,909,260,000 domestic
invested shares are held by the promoter, Zhejiang Communications Investment
Group Co., Ltd. and 1,433,854,500 overseas listed foreign invested shares are
held by holders of overseas listed foreign invested shares."
(2) Amend Article 90 of the Articles as follows:
"The Company shall have a board of directors. The board of directors shall
comprise nine directors, of whom five shall be executive directors and four
shall be non-executive directors. Of the four non-executive directors, three
shall be independent non-executive directors. The board of directors shall have
one chairman and one vice-chairmen."
APPENDIX II PARTICULARS OF DIRECTOR AND SUPERVISOR TO BE APPOINTED
Mr. Ding Huikang
Executive Director and Deputy General Manager of the Company
Mr. Ding, born in 1955, is a professor-level senior engineer. In 2001, Mr. Ding
graduated from Changsha Institute of Communications majoring in Economic Law.
In July 1980, Mr. Ding graduated from the Zhejiang Institute of Communications
majoring in Road and Bridge Engineering. From 1980 to 1997, Mr. Ding
successively held the positions of technician, assistant engineer, assistant
team leader, team leader and engineer at No.1 Road Engineering Team of Zhejiang
Province. From 1997 to 2000, he served as General Manager and senior engineer
of No. 1 Transportation Engineering Co., Ltd. of Zhejiang Transportation
Engineering Construction Group. From 2000 to 2004, he was head of the
management committee of Zhejiang Ningbo Yongtaiwen Expressway Second Phase
Project. He has been Chairman of Zhejiang Ningbo Yongtaiwen Expressway Co.,
Ltd. and Zhejiang Zhoushan Cross-Sea Bridge Co., Ltd. since 2004 and 2006
respectively. Mr. Ding has not held any directorship in other public listed
companies during the last three years, nor does he hold any other positions
with the Company and other members of the Company's group.
Mr. Ding has no interest in the shares of the Company within the meaning of
Part XV of the Securities and Futures Ordinance as at the date hereof. Save as
disclosed herein, Mr. Ding does not have any relationship with any other
director, senior management, substantial shareholders or controlling
shareholders of the Company.
Mr. Ding has yet to enter into any service contract with the Company or its
subsidiaries. He has been appointed as Deputy General Manager of the Company
for a term commencing on August 28, 2010 and expiring on February 29, 2012. Mr.
Ding has also been nominated by the Nomination and Remuneration Committee of
the Company to hold the post of executive director of the Company for a term of
two years and four months commencing on October 18, 2010 and expiring on
February 29, 2012. The proposed annual remuneration for Mr. Ding, which is
fixed for his term of service, is RMB595,000. This remuneration is consistent
with the remuneration for director/deputy general managers of the Company as
determined by the Shareholders at the extraordinary general meeting of the
Company dated February 27, 2009.
Save as disclosed above, there is no other matter concerning Mr. Ding that is
required to be brought to the attention of the Shareholders nor any information
to be disclosed pursuant to the requirements under Rule 13.51(2)(h) to (v) of
the Listing Rules.
Mr. Liu Haisheng
Supervisor of the Company
Mr. Liu, born in 1969, is a professor. He obtained a doctorate degree in
Economics from Fudan University in 2003, after which he worked as a
postdoctoral fellow in Accounting at Xiamen University from 2004 to 2007. He is
currently Professor in Accounting, a master student supervisor and Vice Dean of
the School of Finance and Accounting at Zhejiang Gongshang University. His main
research fields include accounting for intangible assets, strategic cost
management and economic theories. Mr. Liu is a Certified Public Accountant
(non-practicing) in the PRC, a member of the Expert Consultancy Committee of
Accounting Standards in Zhejiang Province, an Assessment Expert on Financial
Expenditures Performance of Zhejiang Province, and an executive member of the
Zhejiang Association of Certified Financial Officers. Mr. Liu is also
independent director of Ningbo Thermal Power Co., Ltd. (a company listed on the
main board of the Shanghai Stock Exchange), Zhejiang Qianjiang Motorcycle Co.,
Ltd (a company listed on the main board of the Shenzhen Stock Exchange) and
Zhejiang Enjoyor Electronics Co., Ltd. (a company listed on the ChiNext Board
of the Shenzhen Stock Exchange).
Save as disclosed above, Mr. Liu has not held any directorship in other public
listed companies during the last three years, nor does he hold any other
positions with the Company and other members of the Company's group.
Mr. Liu has no interest in the shares of the Company within the meaning of Part
XV of the Securities and Futures Ordinance as at the date hereof. Save as
disclosed herein, Mr. Liu does not have any relationship with any other
director, senior management, substantial shareholders or controlling
shareholders of the Company.
Mr. Liu has yet to enter into any service contract with the Company or its
subsidiaries. He has been nominated by the Nomination and Remuneration
Committee of the Company to hold the position of supervisor of the Company for
a term commencing on October 18, 2010 and expiring on February 29, 2012. As
supervisor, Mr. Liu does not receive any fixed remuneration from the Company,
though he will be provided with allowances that are subject to his performances
in discharging his duties in the Company as determined by the Board at their
discretion.
Save as disclosed above, there is no other matter concerning Mr. Liu that is
required to be brought to the attention of the shareholders of the Company nor
any information to be disclosed pursuant to the requirements under Rule 13.51
(2)(h) to (v) of the Listing Rules.
APPENDIX III NOTICE OF EXTRAORDINARY GENERAL MEETING
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 an extraordinary general meeting (the "EGM") of
Zhejiang Expressway Co., Ltd. (the "Company") will be held at 3:00 p.m. on
Monday, October 18, 2010 at 12/F, Block A, Dragon Century Plaza, 1 Hangda Road,
Hangzhou, 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:
A. As ordinary resolutions:
1. To elect Mr. Ding Huikang as an executive director of the Company and
approve his remuneration;
2. To elect Mr. Liu Haisheng as a supervisor of the Company; and
3. "THAT an interim dividend of Rmb6 cents per share in respect of the
six months ended June 30, 2010 be and is hereby approved and declared."
B. As special resolution:
"THAT the proposal by the board of directors of the Company (the "Board") to
amend the articles of association of the Company in the manner as set out in
the circular of the Company dated August 30, 2010 to the shareholders of the
Company, of which this notice forms part, be and is hereby approved, and the
Board be and is hereby authorised to do all such things as necessary in respect
of the amendments pursuant to the requirements (if any) under domestic or
overseas laws or under the rules of any stock exchange on which any securities
of the Company are listed."
By order of the Board
Zhang Jingzhong
Company Secretary
Hangzhou, the PRC
August 30, 2010
Notes:
1. 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 shouldreturn the reply slip for attending the EGM to the
Company by post or by facsimile (address and facsimile numbers are
shown in paragraph 6(2) below)such that the same shall be received
by the Company on or before September 27, 2010.
(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 EGM, 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 EGM.
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 needs not be a shareholder of
the Company.
(2) A proxy should be appointed by a written instrument signed by the
appointor or his/her/its attorney. If the appointor is a corporation,
the same shall be affixed with its common seal or signed by its
director(s) or duly authorised representative(s). If the form of proxy
is signed by the attorney of the appointor, the power of attorney or
other authorisation document(s) of such attorney should be notarized.
(3) To be valid, the power of attorney or other authorisation 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 6(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 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 the EGM and to determine the shareholders who qualify for
the proposed interim dividend, the register of members holding H shares of the
Company will be closed from September 18, 2010 to October 17, 2010 (both days
inclusive).
4. Last day of transfer and record date
Holders of H Shares who intend to attend the EGM and qualify for the interim
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, Wanchai, Hong Kong, at or before 4:30 p.m. on
Friday, September 17, 2010.
For the purpose of the EGM and qualify for the proposed interim dividend, the
record date is September 23, 2010.
5. Dividend payable date
A dividend payable date will be announced following approval of the interim
dividend by shareholders at the EGM.
6. 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 Province 310007
People's Republic of China
Telephone No.: (+86)-571-8798 7700
Facsimile No.: (+86)-571-8795 0329
As at the date of this announcement, the executive directors of the Company
are: Messrs. Chen Jisong, Zhan Xiaozhang, Jiang Wenyao and Zhang Jingzhong; the
non-executive director of the Company is: Ms. Zhang Luyun; and the independent
non-executive directors of the Company are: Messrs. Tung Chee Chen, Zhang
Junsheng and Zhang Liping.
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 H Shares/Domestic
related to Shares*
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 in accordance
with the instruction(s) below at the extraordinary general meeting of the
Company (the "EGM") to be held at 3:00 p.m. on Monday, October 18, 2010 at 12/F,
Block A, Dragon Century Plaza, 1 Hangda Road, Hangzhou, Zhejiang Province, the
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 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 Against
(note 4)(note 4)
To elect Mr. Ding Huikang ("Mr Ding") as executive director of
the Company and approve his remuneration.
To elect Mr. Liu Haisheng ("Mr Liu") as supervisor of the
Company.
"THAT an interim dividend of Rmb6 cents per share in respect of
the six months ended June 30, 2010 be and is hereby approved and
declared."
Special Resolution: For Against
(note 4)(note 4)
"THAT the proposal by the board of directors of the Company (the
"Board") to amend the articles of association of the Company in
the manner as set out in the circular of the Company dated August
30, 2010 to the shareholders of the Company, of which this notice
forms part, be and is hereby approved, and the Board be and is
hereby authorised to do all such things as necessary in respect
of the amendments pursuant to the requirements (if any) under
domestic or overseas laws or under the rules of any stock
exchange on which any securities of the Company are listed."
Date:___________, 2010 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 notarized, must be delivered, in the
case of a holder of domestic share(s), to the Company at 12/F, Block A, Dragon
Century Plaza, 1 Hangda Road, Hangzhou, Zhejiang Province, 310007, 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 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 3:00 p.m. on Monday, October 18, 2010 at 12/
F, Block A, Dragon Century Plaza, 1 Hangda Road, Hangzhou, Zhejiang Province,
the People's Republic of China (the "PRC").
Signature: _____________________________________
Date: __________________________________________ , 2010
Note: Eligible shareholders who wish to attend the EGM are advised to
complete and return this reply slip to the Company at 12/F, Block A, Dragon
Century Plaza, 1 Hangda Road, Hangzhou, Zhejiang Province 310007, 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 September 27, 2010. Failure to
sign and return this slip, however, will not preclude an eligible shareholder
from attending the EGM.
* Please delete as appropriate.
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