Notice of 2014 AGM, Proxy Form and Reply Slip
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 Wuxing
Road, 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 and
Mr. DING Huikang; 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 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 in
accordance with the instruction(s) below at the 2014 annual general meeting of the Company (the "AGM") to be held 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 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 vote
for 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 2014
annual 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 Republic
of 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.
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