Notice of 2012 AGM, Proxy Form and Reply Slip
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no
responsibility for the contents of this announcement, 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 announcement.
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 2012 ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the 2012 annual general meeting (the "AGM") of Zhejiang Expressway Co., Ltd.
(the "Company") will be held at 3 p.m. on Friday, June 21, 2013 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:
AS ORDINARY RESOLUTIONS
1. to consider and approve the report of the directors of the Company (the "Directors") for
the year 2012;
2. to consider and approve the report of the supervisory committee of the Company for the year 2012;
3. to consider and approve the audited financial statements of the Company for the year 2012;
4. to consider and approve final dividend of Rmb24 cents per share in respect of the year ended
December 31, 2012;
5. to consider and approve the final accounts of the Company for the year 2012 and the financial
budget of the Company for the year 2013;
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 approve and confirm
a. the agreement dated March 20, 2013 (the "Communications Group Agreement") entered into between
the Company and Zhejiang Communications Investment Group Co., Ltd. (a copy of which is produced
to the AGM marked "1" and initialed by the chairman of the AGM for the purpose of
identification), and the terms and conditions thereof and the transactions contemplated thereunder
and the implementation thereof;
b. the agreement dated March 20, 2013 (the "Yiwu Agreement") entered into between the Company and
Yiwu Communications Development Co., Ltd. (a copy of which has been produced to the AGM
marked "2" and initialed by the chairman of the AGM for the purpose of identification), and
the terms and conditions thereof and the transactions contemplated thereunder and the
implementation thereof;
and to approve, ratify and confirm the authorization to any one of the Directors, or any other person
authorized by the Board from time to time, for and on behalf of the Company, among other matters, to
sign, seal, execute, perfect, perform and deliver all such agreements, instruments, documents and
deeds, and to do all such acts, matters and things and take all such steps as he or she or they may
in his or her or their absolute discretion consider to be necessary, expedient, desirable or
appropriate to give effect to and implement the Communications Group Agreement or the Yiwu Agreement
or both of them and the transactions contemplated thereunder and all matters incidental to, ancillary
to or in connection thereto, including agreeing and making any modifications, amendments, waivers,
variations or extensions of the Communications Group Agreement or the Yiwu Agreement or the
transactions contemplated thereunder; and
AS SPECIAL RESOLUTIONS
9. to approve and confirm the proposed issue of domestic corporate bonds by the Company with an aggregate
principal amount of up to RMB1 billion ("Domestic Corporate Bonds"), on the conditions set forth below:
(1) Issuer: The Company.
(2) Place of issue: The PRC.
(3) Aggregate principal amount: Up to RMB1 billion, which can be issued
in single or multiple tranche(s) subject to
the approval of China Securities Regulatory
Commission (the "CSRC"). Subject to the
granting of authority by the shareholders
of the Company (the "Shareholders") to
the Board at the AGM, details of issue size
and tranches are intended to be determined
by the Board according to the financial
requirements of the Company and market
conditions prevailing at the time of issue.
(4) Arrangement for issue to The Domestic Corporate Bonds will not be offered
Shareholders: to the Shareholders on a preferential basis.
(5) Maturity: Up to 10 years, the Domestic Corporate
Bonds may be issued in single or multiple
tranche(s) with different maturity. Subject
to the granting of authority by the Shareholders
to the Board at the AGM, the maturity and the
issue size of each tranche are intended to be
determined by the Board according to the
requirements of the Company and market conditions
prevailing at the time of issue.
(6) Use of proceeds: The proceeds from the proposed issue of the
Domestic Corporate Bonds are intended to be used
by the Company to improve its capital structure
and to supplement the working capital of the
Company. Subject to the granting of authority
by the Shareholders to the Board at the AGM,
details of the use of proceeds are intended to
be determined by the Board according to the
financial conditions of the Company.
(7) Listing: An application for listing and trading of the
Domestic Corporate Bonds (subject to the
fulfillment of relevant listing requirements)
shall be made with the Shanghai Stock Exchange
as soon as practicable following the completion
of the proposed issue of the Domestic Corporate
Bonds. Subject to the approval of relevant
regulatory authorities, applications for
listing and trading of the Domestic Corporate
Bonds may be made with other stock exchange(s)
permitted by applicable laws.
(8) Term of validity of the The proposed Shareholders' resolutions to be
resolutions: passed at the AGM in respect of the proposed
issue of Domestic Corporate Bonds, if passed,
shall be valid for 30 months from the date of
passing of the relevant resolutions at the AGM.
and to approve and confirm the granting of authority to the Board to deal with all matters relating to
the proposed issue and listing of the Domestic Corporate Bonds in the absolute discretion of the Board
in accordance with the applicable laws and regulations (including, among others, the Company Law of
the PRC, the Securities Law of the PRC and the Tentative Methods on Issue of Corporate Bonds
promulgated by the CSRC) and the articles of association of the Company, including, but not limited to
the following:
(1) to formulate specific plan and terms for the issue of the Domestic Corporate Bonds according to
the requirements of the relevant laws and regulations, the Shareholders' resolutions passed at
the AGM and market conditions, including but not limited to the issue size, maturity, type of
bonds, interest rate and method of determination, timing of issue (including whether to issue
in tranches and their respective size and maturity), security plan, whether to allow repurchase
and redemption, use of proceeds, rating, subscription method, term and method of repayment of
principal and interests, listing and all other matters relating to the issue and listing of the
Domestic Corporate Bonds;
(2) to appoint intermediaries in connection with the listing applications of the Domestic Corporate
Bonds and the actual listing of the bonds; including but is not limited to the authorisation,
execution, performance, variation and completion of all necessary documents, contracts and
agreements (including, among others, prospectus, subscription agreement, underwriting agreement,
trustee deed, listing agreement, announcements and other legal documents) and other relevant
disclosures as required by relevant laws and regulations;
(3) to appoint a trustee for the proposed issue of the Domestic Corporate Bonds, to execute relevant
trust deed and to determine rules for meetings of holders of the Domestic Corporate Bonds;
(4) subject to any matters which require Shareholders' approval, to make appropriate adjustments to
the proposal for the proposed issue and terms of the Domestic Corporate Bonds in accordance
with the comments (if any) from the relevant PRC regulatory authorities; and
(5) in the event of the Company's expected failure to repay the principal and interests of the
Domestic Corporate Bonds as scheduled or when such amounts fall due, to implement, as a minimum,
the following measures:
(a) not to declare any profit distributions to the Shareholders;
(b) to postpone the implementation of capital expenditure projects such as material investments,
acquisitions or mergers;
(c) to reduce or discontinue the payment of salaries and bonuses of the Directors and senior
management of the Company; and
(d) not to transfer or second away any key officers of the Company;
(6) to deal with any other matters relating to the proposed issue and listing of the
Domestic Corporate Bonds;
(7) subject to the term of validity of the Shareholders' resolutions as mentioned above, the authority
granted to the Board to deal with the above matters will take effect from the date of the passing
of the relevant Shareholders' resolution at the AGM until all the authorized matters in relation to
the proposed issue of the Domestic Corporate Bonds have been completed; and
(8) at the same time as the authorities mentioned under paragraphs (1) - (6) above are granted, the
Board shall be authorised to delegate to Mr. Wu Junyi the powers to deal with all specific matters
relating to the proposed issue and listing of the Domestic Corporate Bonds within the limit of the
authorities granted to the Board as mentioned above.
By order of the board of directors
Zhejiang Expressway Co., Ltd.
Tony Zheng
Company Secretary
Hangzhou, the PRC,
May 7, 2013
Notes:
1. The above mentioned resolution No. 8 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 and the above mentioned resolution No. 9 are set out in the circular of
the Company dated May 7, 2013.
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 31, 2013.
(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 Computershare Hong Kong Investor Services 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 22, 2013 to June 20, 2013
(both days inclusive), and from June 27, 2013 to July 2, 2013 (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 Computershare Hong Kong Investor Services
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 21, 2013 and on June 26, 2013 respectively.
For the purpose of the AGM and qualify for the proposed final dividend, the record date will be May 27, 2013
and July 2, 2013 respectively.
6. Dividend Payable date
Upon relevant approval by shareholders at the AGM, the final dividend is expected to be paid out on
July 31, 2013.
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 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-executive directors of the Company are: Messrs. LI Zongsheng, WANG Weili and
WANG Dongjie; and the independent non-executive directors of the Company are: Messrs. ZHANG Junsheng, ZHOU Jun
and PEI Ker-Wei.
====================================================================================================================
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 2012 ANNUAL GENERAL MEETING
Number of Shares related to H Shares/Domestic 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 2012 annual general meeting of the Company (the "AGM") to
be held at 3 p.m. on June 21, 2013 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
resolutions 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
(the "Directors") for the year 2012; ( ) ( )
_________________________________________________________________________________________________________
2. To consider and approve the report of the supervisory committee of
the Company for the year 2012; ( ) ( )
_________________________________________________________________________________________________________
3. To consider and approve the audited financial statements of the
Company for the year 2012; ( ) ( )
_________________________________________________________________________________________________________
4. To consider and approve final dividend of Rmb24 cents per share in
respect of the year ended December 31, 2012; ( ) ( )
_________________________________________________________________________________________________________
5. To consider and approve the final accounts of the Company for the
year 2012 and the financial budget of the Company for the year 2013; ( ) ( )
_________________________________________________________________________________________________________
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 approve and confirm:
a. the agreement dated March 20, 2013 (the "Communications Group
Agreement") entered into between the Company and Zhejiang
Communications Investment Group Co., Ltd. (a copy of which
is produced to the AGM marked "1" and initialed by the chairman
of the AGM for the purpose of identification), and the terms
and conditions thereof and the transactions contemplated
thereunder and the implementation thereof;
b. the agreement dated March 20, 2013 (the "Yiwu Agreement")
entered into between the Company and Yiwu Communications
Development Co., Ltd. (a copy of which has been produced to the
AGM marked "2" and initialed by the chairman of the AGM for
the purpose of identification), and the terms and conditions
thereof and the transactions contemplated thereunder and the
implementation thereof;
and to approve, ratify and confirm the authorization to any one of
the Directors, or any other person authorized by the Board from
time to time, for and on behalf of the Company, among other
matters, to sign, seal, execute, perfect, perform and deliver all
such agreements, instruments, documents and deeds, and to do all
such acts, matters and things and take all such steps as he or
she or they may in his or her or their absolute discretion consider
to be necessary, expedient, desirable or appropriate to give
effect to and implement the Communications Group Agreement or
the Yiwu Agreement or both of them and the transactions .
contemplated thereunder and all matters incidental to, ancillary
to or in connection thereto, including agreeing and making any
modifications, amendments, waivers, variations or extensions of the
Communications Group Agreement or the Yiwu Agreement or the
transactions contemplated thereunder;
and ( ) ( )
_________________________________________________________________________________________________________
Special Resolutions: For (note 4) Against (note 4)
9. To approve and confirm the proposed issue of domestic corporate
bonds by the Company with an aggregate principal amount of up
to RMB1 billion ("Domestic Corporate Bonds"), on the conditions
set forth below:
(1) Issuer: The Company.
(2) Place of issue: The PRC.
(3) Aggregate principal Up to RMB1 billion, which can be
amount: issued in single or multiple
tranche(s) subject to the approval of
China Securities Regulatory Commission
(the "CSRC"). Subject to the granting
of authority by the shareholders of
the Company (the "Shareholders") to
the Board at the AGM, details of issue
size and tranches are intended to be
determined by the Board according to
the financial requirements of the
Company and market conditions prevailing
at the time of issue.
(4) Arrangement for The Domestic Corporate Bonds will not
issue to be offered to the Shareholders
Shareholders: on a preferential basis.
(5) Maturity: Up to 10 years, the Domestic Corporate
Bonds may be issued in single or
multiple tranche(s) with different
maturity. Subject to the granting of
authority by the Shareholders to the
Board at the AGM, the maturity and the
issue size of each tranche are intended
to be determined by the Board according
to the requirements of the Company and
market conditions prevailing at the time
of issue.
(6) Use of proceeds: The proceeds from the proposed issue of
the Domestic Corporate Bonds are intended
to be used by the Company to improve its
capital structure and to supplement the
working capital of the Company. Subject
to the granting of authority by the
Shareholders to the Board at the AGM,
details of the use of proceeds are
intended to be determined by the Board
according to the financial conditions of
the Company.
(7) Listing: An application for listing and trading of
the Domestic Corporate Bonds (subject to
the fulfillment of relevant listing
requirements) shall be made with the
Shanghai Stock Exchange as soon as
practicable following the completion
of the proposed issue of the Domestic
Corporate Bonds. Subject to the approval
of relevant regulatory authorities,
applications for listing and trading of
the Domestic Corporate Bonds may be made
with other stock exchange(s) permitted by
applicable laws.
(8) Term of validity of The proposed Shareholders' resolutions to be
the resolutions: passed at the AGM in respect of the
proposed issue of Domestic Corporate Bonds,
if passed, shall be valid for 30 months from
the date of passing of the relevant
resolutions at the AGM.
and to approve and confirm the granting of authority to the Board to deal
with all matters relating to the proposed issue and listing of the
Domestic Corporate Bonds in the absolute discretion of the Board in
accordance with the applicable laws and regulations (including, among
others, the Company Law of the PRC, the Securities Law of the PRC and the
Tentative Methods on Issue of Corporate Bonds promulgated by the CSRC)
and the articles of association of the Company, including, but not
limited to the following:
(1) to formulate specific plan and terms for the issue of the Domestic
Corporate Bonds according to the requirements of the relevant laws
and regulations, the Shareholders' resolutions passed at the
AGM and market conditions, including but not limited to the issue
size, maturity, type of bonds, interest rate and method of
determination, timing of issue (including whether to issue in
tranches and their respective size and maturity), security plan,
whether to allow repurchase and redemption, use of proceeds,
rating, subscription method, term and method of repayment of
principal and interests, listing and all other matters relating to
the issue and listing of the Domestic Corporate Bonds;
(2) to appoint intermediaries in connection with the listing
applications of the Domestic Corporate Bonds and the actual
listing of the bonds; including but is not limited to the
authorisation, execution, performance, variation and completion
of all necessary documents, contracts and agreements (including,
among others, prospectus, subscription agreement, underwriting
agreement, trustee deed, listing agreement, announcements and other
legal documents) and other relevant disclosures as required by
relevant laws and regulations;
(3) to appoint a trustee for the proposed issue of the Domestic
Corporate Bonds, to execute relevant trust deed and to determine
rules for meetings of holders of the Domestic Corporate Bonds;
(4) subject to any matters which require Shareholders' approval, to
make appropriate adjustments to the proposal for the proposed
issue and terms of the Domestic Corporate Bonds in accordance
with the comments (if any) from the relevant PRC regulatory
authorities; and
(5) in the event of the Company's expected failure to repay the
principal and interests of the Domestic Corporate Bonds as
scheduled or when such amounts fall due, to implement, as a
minimum, the following measures:
a. not to declare any profit distributions to the Shareholders;
b. to postpone the implementation of capital expenditure
projects such as material investments, acquisitions or mergers;
c. to reduce or discontinue the payment of salaries and bonuses
of the Directors and senior management of the Company; and
d. not to transfer or second away any key officers of the Company;
(6) to deal with any other matters relating to the proposed issue
and listing of the Domestic Corporate Bonds;
(7) subject to the term of validity of the Shareholders' resolutions
as mentioned above, the authority granted to the Board to deal
with the above matters will take effect from the date of the
passing of the relevant Shareholders' resolution at the AGM
until all the authorized matters in relation to the proposed
issue of the Domestic Corporate Bonds have been completed; and
(8) at the same time as the authorities mentioned under paragraphs
(1) - (6) above are granted, the Board shall be authorised to
delegate to Mr. Wu Junyi the powers to deal with all specific
matters relating to the proposed issue and listing of the Domestic
Corporate Bonds within the limit of the authorities granted to
the Board as mentioned above. ( ) ( )
_________________________________________________________________________________________________________
Date:____________________________________, 2013 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 seal of such corporation 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 by the signatory, 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 Computershare Hong Kong Investor Services Limited
at 17M Floor, Hopewell Center, 183 Queen's Road East, 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 2012 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
2012 annual general meeting of the Company (the "AGM") to be held at 3 p.m. on June 21, 2013 at 12/F, Block A,
Dragon Century Plaza, 1 Hangda Road, Hangzhou, Zhejiang Province, the People's Republic of China (the "PRC").
Signature: ______________________
Date: _________________, 2013
Note: Eligible shareholders who wish to attend the AGM 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 (fax no.: (+86)-571-8795 0329) such that the same
shall be received by the Company on or before May 31, 2013. 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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