Circular - Election of Directors and Supervisor...
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
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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, a bank manager, solicitor, professional accountant or
other professional adviser.
If you have sold 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.
The Stock Exchange of Hong Kong Limited takes no responsibility for the
contents of this circular, makes no representation as to its accuracy or
completeness and expressly disclaims 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
ELECTION OF DIRECTORS AND SUPERVISORS
OF THE SIXTH SESSION
NOTICE OF 2011 ANNUAL GENERAL MEETING
April 25, 2012
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LETTER FROM THE BOARD
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ZHEJIANG EXPRESSWAY CO., LTD.
(A joint stock limited company incorporated in the People's Republic
of China with limited liability)
(Stock code: 0576)
Dear Sir or Madam:
PROPOSED AMENDMENT TO ARTICLES OF ASSOCIATION
ELECTION OF DIRECTORS AND SUPERVISORS
OF THE SIXTH SESSION
NOTICE OF 2011 ANNUAL GENERAL MEETING
INTRODUCTION
The current board of directors of the Company comprises nine
directors including five executive directors and four non-executive
directors (three of whom are independent non-executive directors), while
the supervisory committee of the Company comprises five supervisors
including four outside supervisors (including three independent
supervisors and one supervisor representing the shareholders) and one
supervisor representing the employees of the Company.
Under the articles of association of the Company, all of the
directors and outside supervisors of a new session will be elected in
a general meeting through resolutions adopted by more than half of the
voting rights held by the shareholders (including their proxies)
attending the meeting. The supervisor representing the employees will be
elected by the employees of the Company.
The current and fifth session of the broad of directors and the
supervisory committee expired on February 29, 2012. Due to a delay in
the nomination process for the appointment of candidates to the next
session of the board and the supervisory committee, the current members
stayed on as members of the board and the supervisory committee until a
new session of the board and the supervisory committee is elected.
ANNUAL GENERAL MEETING
The 2011 annual general meeting of the Company (the "AGM") will be
held at 9:00 a.m. on Monday, June 11, 2012 at 12th Floor, Block A,
Dragon Century Plaza, 1 Hangda Road, Hangzhou, Zhejiang 310007, the
PRC, to consider, amongst others, to elect members of the board of
directors and the supervisory committee of the sixth session, except
for the supervisor representing the employees of the Company, and to
fix their respective remunerations. A notice of the AGM is set out on
page 10 of this circular.
PROPOSED AMENDMENT TO ARTICLES OF ASSOCIATION
Based on candidates nominated to the sixth session of the board of
directors, the new board of directors of the Company will comprise
three executive directors and six non-executive directors, three of
whom are independent non-executive directors.
To reflect this change in the composition of the board of
directors, the Company proposes to amend the articles of association
of the Company accordingly. The proposed amendment to the articles is
set out in Appendix I to this circular. According to the articles of
association of the Company and the relevant laws and regulations, the
proposed amendment to the articles are subject to the approval of the
shareholders of the Company by way of special resolution at the AGM
of the Company to be held on June 11, 2012.
The legal advisers to the Company as to Hong Kong laws and laws of
he People's Republic of China ("PRC") have respectively confirmed that
the proposed amendment to the articles of association of the Company
comply with the requirements of the Listing Rules and the applicable
laws of PRC. The Company confirms that there is nothing unusual about
the proposed amendments for a company incorporated in the PRC and
listed on The Stock Exchange of Hong Kong Limited.
INDEPENDENT NON-EXECUTIVE DIRECTORS
Of the three candidates nominated to become independent
non-executive directors of the Company, Mr. ZHOU Jun and Mr. PEI Ker-Wei
are first time nominees while Mr. ZHANG Junsheng had been serving as an
independent non-executive director of the Company since 2000.
Notwithstanding the abovementioned, Mr. ZHANG has provided
confirmation on having satisfied all factors concerning independence as
set out in Rule 3.13 of the Listing Rules. The Board believes that
Mr. ZHANG Junsheng will continue to be independent and should be
re-elected on the basis of his valuable knowledge and experience.
DIRECTORS AND SUPERVISORS' EMOLUMENTS
The proposed remunerations for executive directors, which are fixed
for their three-year term of service based on remuneration for the fifth
session of the Board, are as follows:
1st year 2nd year 3rd year
Rmb Rmb Rmb
Chairman 899,000 899,000 899,000
Director/General Manager 689,000 689,000 689,000
Director/Deputy General Manager 595,000 595,000 595,000
Non-executive directors and supervisors do not receive any fixed
remunerations from the Company, though all directors and supervisors are
provided with allowances that are subject to their levels of
participation in the Company's meetings as determined by the board of
directors at their discretion and there are no applicable scale for
determining such remuneration.
FINAL DIVIDEND
The Directors have resolved to recommend a final dividend of Rmb25
cents per share in respect of the year ended December 31, 2011.
GENERAL INFORMATION
Your attention is drawn to the appendices to this circular. There
are no other matters that need to be brought to the attention to the
shareholders of the Company.
Yours faithfully,
By order of the Board
Zhejiang Expressway Co., Ltd.
Tony Zheng
Company Secretary
April 25, 2012
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APPENDIX 1 AMENDMENT TO ARTICLES OF ASSOCIATION
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Amend Article 90 of the Articles by deleting Article 90 in its
entirety and substituting therefor the following new Article 90:
"The Company shall have a board of directors. The board of
directors shall comprise nine directors, of whom at least three shall
be independent non-executive directors. The board of directors shall
have one chairman and one vice-chairman."
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APPENDIX 2 PARTICULARS OF DIRECTOR AND SUPERVISOR TO BE APPOINTED
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NAMES AND PROFILES OF THE CANDIDATES OF THE BOARD OF DIRECTORS OF THE
SIXTH SESSION
The proposed candidates of the board of directors of the sixth
session of the Company are nominated by the Nomination and Remuneration
Committee of the Company. Mr. ZHAN Xiaozhang, Mr. DING Huikang and
Mr. ZHANG Junsheng are members of the board of the fifth session and
have been nominated as candidates for re-election as members of the
board of the sixth session. Ms. LUO Jianhu, Mr. LI Zongsheng, Mr. WANG
Weili, Mr. WANG Dongjie, Mr. ZHOU Jun and Mr. PEI Ker-Wei are newly
nominated candidates for election as members of the board of the sixth
session. The profiles of the candidates nominated to the board of
directors of the sixth session are as follows:
Executive directors
Mr. ZHAN Xiaozhang, born in 1964, is a senior economist with a
bachelor's degree in law. In 2005, Mr. Zhan obtained a master's degree
in public administration from the Business Institute of Zhejiang
University. Mr. Zhan has been appointed as an Executive Director and
the General Manager of the Company since March 1, 2009. From 1985 to
1991, Mr. Zhan worked as an officer at Transport Administrative
Division under Waterway Transport Authority of Zhejiang Provincial
Bureau of Construction. From 1991 to 1998, he served as Deputy
Secretary then Secretary of the Communist Youth League Commission at
Zhejiang Provincial Bureau of Communications. From 1998 to 2002, he
was Deputy Director of Waterway Transport Authority under Zhejiang
Provincial Bureau of Communications. From 2002 to 2003, he was Deputy
Director of Human Resources Department at Zhejiang Provincial Bureau
of Communications. From 2003 to 2006, Mr. Zhan was Chairman of
Zhejiang Wenzhou Yongtaiwen Expressway Co., Ltd. From 2006 to 2008,
he became Chairman of Zhejiang Jinji Property Co., Ltd. Mr. Zhan has
been Assistant to General Manager and Manager of Research and
Development Department at Zhejiang Communications Investment Group
Co., Ltd. ("Communications Group", the controlling shareholder of the
Company) from 2006 to 2009; he currently serves as Deputy General
Manager of Communications Group.
Ms. LUO Jianhu, born in 1971, graduated from the Department of
Law at Hangzhou University, majoring in Economic Law. She is a senior
economist with a bachelor's degree in law. Since she started her
career in August 1994, Ms. Luo had held such positions as the board
secretary of Zhejiang Transportation Engineering Construction Group
Co., Ltd. and the secretary of the Secretarial Office to the Board,
assistant director, deputy director of Legal Affairs Department,
deputy director of the Secretarial Office to the Board of Zhejiang
Communications Investment Group Co., Ltd. She is currently the board
secretary, director of the Secretarial Office to the Board and Manager
of Investment and Development Department of Zhejiang Communications
Investment Group Co., Ltd.
Mr. DING Huikang, born in 1955, is an Executive Director and
Deputy General Manager of the Company. Mr. Ding graduated from
Zhejiang Institute of Communications majoring in Road and Bridge
Engineering and Changsha Institute of Communications majoring in
Economic Law. From 1980 to 1997, Mr. Ding successively held the
positions of technician, assistant engineer, engineer, assistant team
leader and team leader 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.
Non-executive directors
Mr. LI Zongsheng, born in 1967, is a senior economist. Since
graduated from the Department of Chinese Language at YanTai University
in July 1991, Mr. Li had served as the deputy director of the
administrative office of the Commission for Economy and Trade of
Zaozhuang in Shandong Province and the head of the First Secretarial
Division of Zaozhuang Municipal Government Office. Since he joined
Zhejiang Communications Investment Group Co., Ltd. in July 2004, he
had successively held the positions of the head and deputy director
of Chinese Communist Party Working Department, deputy director of
Discipline Office, the board secretary and deputy director of the
Secretarial Office to the Board. He is currently the manager of Human
Resources Department of Zhejiang Communications Investment Group Co.
Ltd.
Mr. WANG Weili, born in 1965, graduated from Fuzhou University
majoring in Road and Bridge, and then obtained a master's degree in
Civil Engineering from Zhejiang University. He is a senior engineer
with professional certification. Since he started his career in
September 1987, Mr. Wang had served as an engineer of Zhejiang
Transportation Design Institute, the vice director of Engineering
Division of Executive Commission of Zhejiang Jinliwen Expressway
Co., Ltd., the deputy general manager and chief engineer of Zhejiang
Jiashao Expressway Co., Ltd. Since he joined Zhejiang Communications
Investment Group Co., Ltd. in May 2006, he had successively held the
positions of the vice president of Project Management Department,
Security Management Department and Expressway Management Department
and the deputy director of the Expressway Construction Management
Office. He is currently the manager of Expressway Management
Department of Zhejiang Communications Investment Group Co. Ltd.
Mr. WANG Dongjie, born in 1977, graduated from Southeast
University majoring in Highway and Railway Engineering with a
master's degree in engineering. He is a senior engineer. Since he
started his career in March 2002, Mr. Wang had served as an engineer
of Executive Commission of Hangzhou Ring Road North Line Project,
the deputy executive chief of Executive Commission for the interflow
renovation of Hangzhou airport road, the Engineering Division Chief
of Management Office of Chun'an section of Hangqian Expressway and
the director and deputy general manager of Hangzhou Transportation
Road and Bridge Construction Company. He joined Zhejiang
Communications Investment Group Co., Ltd. in January 2007, and is
currently the vice president of Investment and Development
Department.
Independent non-executive directors
Mr. ZHANG Junsheng, born in 1936, is a professor, Independent
Non-executive Director and a member of the Audit Committee and the
Nomination and Remuneration Committee of the Company. Mr. Zhang
graduated from Zhejiang University in 1958, and was Lecturer,
Associate Professor, and Advising Professor at Zhejiang University.
He was also concurrently a Professor at, amongst other universities,
Zhongshan University. In 1980, he became Deputy General Secretary
of Zhejiang University. In 1983, Mr. Zhang served as Deputy General
Secretary in the Hangzhou City Communist Party Committee. In 1985,
he began to work for the Xinhua News Agency, Hong Kong Branch, and
had become its Deputy Director since July, 1987 and was Consultant
to the Sichuan Provincial Government and Senior Consultant to the
Shenzhen Municipal Government. Since September 1998, Mr. Zhang has
taken up the position of General Secretary of Zhejiang University
and the Special Advisor to the Zhejiang Provincial Government.
From 2003 to 2008, Mr. Zhang served as Director of the Zhejiang
Province People's Government Economic Development Consultation
Committee and he is currently Chairman of Zhejiang University
Development Committee, Inspector engaged by the Ministry of
Education, President of Association of Confucianism in Zhejiang
Province, Honorary Doctor of Science of City University of Hong
Kong, Honorary Academician of Asian Knowledge Management Association
and Honorary Professor of Canadian Chartered Institute of Business
Administration. Mr. Zhang has been an Independent Non-executive
Director of the Company since March 2000.
Mr. ZHOU Jun, born in 1969, is Executive Director and Deputy
Chief Executive Officer of Shanghai Industrial Holdings Ltd. and
Vice President of Shanghai Industrial Investment (Holdings) Co.
Ltd. ("SIIC"). Mr. Zhou graduated from Nanjing University and
Fudan University with a Bachelor's and a Master's degree in
economics (international finance). He also serves as the Chairman
of S. I. Infrastructure Holdings Ltd. and other seven companies,
Vice President of Asia Water Technology Limited in Singapore
(SGX:5GB), Executive Director of Shanghai Industrial Urban
Development Group Limited (HK: 0563), and is a member of the
Shanghai Municipal People's Congress. He worked for Guotai
Securities Co., Ltd. (now Guotai Junan Securities Co.) before
joining SIIC in April 1996. The management positions he had held
within the SIIC group of companies were Deputy General Manager
of SIIC Real Estate Holdings (Shanghai) Co., Ltd., Deputy
General Manager of Shanghai United Industrial Co., Ltd., Director
and General Manager of Shanghai Galaxy and General Manager of
the strategic investment department of SIIC. Mr. Zhou has more
than 10 years' professional experience in securities, finance,
real estate and project planning.
Mr. PEI Ker-Wei, born in 1957, is Professor of Accountancy,
and Associate Dean at W. P. Carey School of Business, Arizona
State University. Mr. Pei received his Ph.D. degree in Accounting
from University of North Texas in 1986. He is currently the
Director of W. P. Carey EMBA programs in China. He served as the
Chairman of Globalization Committee of the American Accounting
Association in 1997 and as the President of Chinese Accounting
Professors Association�CNorth America in 1993 to 1994. Mr. Pei
currently serves as an external director of Baosteel Group and
independent director of Want Want China Holdings (00151.hk) and
Zhong An Real Estate (00672.hk).
NAMES AND PROFILES OF THE CANDIDATES TO THE SUPERVISORS OF THE
SUPERVISORY COMMITTEE OF THE SIXTH SESSION
The outside supervisors of the Company are elected and
removed at a general meeting, whereas the supervisor representing
the employees is elected and removed by the employees of the
Company. Mr. WU Yongmin and Mr. LIU Haisheng are the members of
the supervisory committee of the fifth session and have been
nominated as candidates for re-election as the independent
supervisors of the supervisory committee of the sixth session.
Mr. FU Zhexiang and Mr. ZHANG Guohua are newly nominated
candidates for election as supervisor representing shareholders
of the Company and independent supervisor for the supervisory
committee of the sixth session, respectively. Ms. ZHANG Xiuhua
has been elected by employees of the Company as the supervisor
representing employees of the Company for the supervisory
committee of the sixth session. The profiles of the candidates
to the new supervisory committee are as follows:
Supervisor representing shareholders
Mr. FU Zhexiang, born in 1958, graduated from
Correspondence College of the Party Central School majoring in
Economics with a bachelor's degree. He is a senior accountant
with professional certification. Since he started his career
in December 1976, Mr. Fu had served as the deputy chief of the
Transportation Management Division of Highway Administration
of Zhejiang Province and the deputy chief accountant of
Zhejiang Xin Gan Xian Express Passenger Transportation Co.,
Ltd. Since he joined Zhejiang Communications Investment Group
Co., Ltd. in February 2002, he had successively held the
positions of the assistant manager of the Financial Audit
Department and the vice president of Financial Management
Department and Internal Audit Department. He is currently the
manager and financial director of the Financial Management
Department of Zhejiang Communications Investment Group Co.,
Ltd.
Independent supervisors
Mr. WU Yongmin, born in 1963, is an assistant professor.
Mr. Wu graduated from China University of Political Science and
Law with a master's degree in law in 1990. He was Deputy Dean of
the Department of Law at Hangzhou University, Deputy Dean and
Standing Deputy Dean of the Department of Law at Zhejiang
University's Law School, and Director of Zhejiang Zheda Law Firm.
Mr. Wu studied at Christian-Albrechts-Universitatzu Kiel in 1996
as Visiting Scholar. He is currently Acting Dean of the
Department of Law at the Law School of Zhejiang University,
Supervisor for master's degree candidates in Business Law, member
of China Business Law Research Council, Deputy Director of
Zhejiang Tax Law Research Council, Arbitrator of Hangzhou
Arbitration Committee, and Lawyer at Zhejiang Zheda Law Firm.
Mr. LIU Haisheng, born in 1969, is a professor. He obtained
a doctorate degree in Economics from Fudan University, a
postdoctoral fellow in Accounting at Xiamen University. He is
currently Professor in Accounting, a master student supervisor,
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, an executive member
of the Zhejiang Association of Certified Financial Officers and
Independent Supervisor of the Company. He is currently a 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 also an independent director of the following public
listed companies: Ningbo Thermal Power Co., Ltd, Zhejiang Qianjiang
Motorcycle Co., Ltd and Zhejiang Enjoyor Electronics Co., Ltd.
Mr. ZHANG Guohua, born in 1963, obtained a doctorate degree
in human resources management. He is a senior economist and the
president of Ping An Bank Hangzhou Branch. Mr. Zhang graduated
from Hangzhou University in 1985 with a bachelor's degree in
education and then received a master's degree in educational
psychology in 1988. In 2000, he was granted the Graduate
Certificate of Completion in finance by the School of Economics
of Zhejiang University, and then obtained the doctorate degree
from the School of Management of Zhejiang University in 2007.
Since 1988, Mr. Zhang had successively worked in the headquarters
of China Industrial and Commercial Bank, Hangzhou Institute of
Financial Managers, Hangzhou Financial Urban Credit Cooperative,
China Everbright Bank Hangzhou Branch and Wuxi Branch. Since
February 2009, he has been the president of Ping An Bank Hangzhou
Branch. Since 10 July 2008, he has served as an independent
director of Zheshang Securities.
Supervisor representing employees (Elected by employees of the
Company)
Ms. ZHANG Xiuhua, born in 1969, is a senior economist and
the manager of Operation Department of the Company. Ms. Zhang
graduated from Chongqing Jiaotong University majoring in
transportation management with a bachelor's degree in science, and
obtained a master's degree in business administration from
Zhejiang University in 2006. From 1991 to 1997, Ms. Zhang had
worked at the Operation Office of the Executive Commission of
Zhejiang Expressway. Since she joined the Company in 1997, Ms. Zhang
has successively served as the assistant manager, deputy manager and
manager of the Operation Management Department. She is also a
director of Zhejiang Yuhang Expressway Co., Ltd. and Zhejiang
Expressway Petroleum Company.
OTHER INFORMATION
Save as disclosed in the above, the proposed candidates for the
board of directors and supervisors of the sixth session of the
Company have no relationships with any directors, senior management
or substantial or controlling shareholders of the Company.
The proposed term of office of the directors and supervisors
of the sixth session will be for a period of three years, commencing
on June 11, 2012 and expiring on June 30, 2015.
None of the proposed candidates for the board of directors and
supervisors of the sixth session of the Company has an interest
in the shares of the Company (within the meaning of Part XV of the
Securities and Futures Ordinance).
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APPENDIX 3 NOTICE OF ANNUAL GENERAL MEETING
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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 2011 ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the 2011 annual general meeting
(the "AGM") of Zhejiang Expressway Co.,Ltd. (the"Company") will be
held at 9:00 a.m. on Monday, June 11, 2012 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 consider and approve the report of the directors for the year
2011;
2. to consider and approve the report of the supervisory committee
for the year 2011;
3. to consider and approve the audited financial statements for the
year 2011;
4. to consider and approve final dividend of Rmb25 cents per share
in respect of the year ended December 31, 2011;
5. to consider and approve the final accounts for the year 2011 and
the financial budget for the year 2012;
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; and
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, other than Mr. ZHANG Junsheng,
and consider and approve their remuneration and allowance package;
9. to re-elect Mr. ZHANG Junsheng as an independent non-executive
director of the Company and consider and approve his allowance
package;
10. to elect supervisors of the Company, and consider and approve
their allowance package;
11. to authorize the Board to approve the directors' service
contracts, the supervisors' service contracts and all other
relevant documents and to authorize 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.
B. AS SPECIAL RESOLUTION:
"THAT the proposal by the Board to amend the articles of
association of the Company in the manner as set out in the circular of
the Company dated April 25, 2012 to the shareholders of the Company, of
which this notice forms part, be and is hereby approved, and the Board
be and is hereby authorized 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
Zhejiang Expressway Co., Ltd.
Tony Zheng
Company Secretary
Hangzhou, the PRC April 25, 2012
Notes:
1. 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 6(2) below) such that the same
shall be received by the Company on or before May 21, 2012.
(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.
2. 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
needs 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 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, 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.
3. 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 12, 2012 to
June 10, 2012 (both days inclusive), and from June 15, 2012 to June
19, 2012 (both days inclusive).
4. 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 Friday, May 11, 2012, and on
Thursday, June 14, 2012, respectively.
For the purpose of the AGM and qualify for the proposed final
dividend, the record date is May 17, 2012, and June 19, 2012,
respectively.
5. Dividend Payable date
Upon relevant approval by shareholders at the AGM, the final
dividend is expected to be paid out on July 12, 2012.
6. 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 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: Messrs. CHEN Jisong, ZHAN Xiaozhang, JIANG Wenyao, ZHANG
Jingzhong and DING Huikang; the non-executive director is: Mrs. ZHANG
Luyun; and the independent non-executive directors are: Messrs. TUNG
Chee Chen, ZHANG Junsheng and ZHANG Liping.