Notice of the
Annual General Meeting
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 THE ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the
2017 annual general meeting (the "AGM") of Zhejiang
Expressway Co., Ltd. (the "Company") will be held at 10 a.m.
on Friday, June 29, 2018 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 2017;
2. to consider and approve the
report of the supervisory committee of the Company for the year
2017;
3. to consider and approve the
audited financial statements of the Company for the year 2017;
4. to consider and approve final
dividend of RMB30.0 cents per share
in respect of the year ended December 31,
2017;
5. to consider and approve the
final accounts of the Company for the year 2017 and the financial
budget of the Company for the year 2018;
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 remuneration and allowance
package;
10. to authorise the Board to
approve the proposed Directors' service contracts, the proposed
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;
AS SPECIAL
RESOLUTIONS
11. to consider and approve the
grant of a general mandate to the Board to issue, allot and deal
with additional H shares not exceeding 20% of the H shares of the
Company in issue and authorize the Board to make corresponding
amendments to the articles of association of the Company
("Articles of Association") as it
thinks fit so as to reflect the new capital structure upon the
allotment or issuance of H shares, the details are as follows:
"THAT:
(A) (a) subject to paragraph (c)
and in accordance with the relevant requirements of the Rules
Governing the Listing of Securities on The Stock Exchange of Hong
Kong Limited, the Articles of Association of the Company and the
applicable laws and regulations of the
People's Republic of China, the exercise by the Board during
the Relevant Period (as hereinafter defined) of all the powers of
the Company to allot, issue and deal with, either separately or
concurrently, additional H shares of the Company and to make or
grant offers, agreements, options and rights of exchange or
conversion which might require the exercise of such powers be
hereby generally and unconditionally approved;
(b) the
approval in paragraph (a) shall authorize the Board during the
Relevant Period to make or grant offers, agreements, options and
rights of exchange or conversion which might require the exercise
of such powers after the end of the Relevant Period;
(c) the
aggregate nominal amount of H shares of the Company allotted,
issued and dealt with or agreed conditionally or unconditionally to
be allotted, issued and dealt with (whether pursuant to an option
or otherwise) by the Board pursuant to the approval granted in
paragraph (a) shall not exceed 20% of the aggregate nominal
amount of H shares of the Company in issue on the date of passing
this resolution, other than pursuant to (i) a Rights Issue (as
hereinafter defined) or (ii) any scrip dividend or similar
arrangement providing for allotment of shares in lieu of the whole
or part of a dividend on shares of the Company in accordance with
the Articles of Association of the Company; and
(d) For
the purpose of this special resolution:
"Relevant Period"
means the period from the date of passing of this resolution until
the earliest of:
- the conclusion of the next annual general meeting of the
Company;
- the expiration of the period within which the next annual
general meeting of the Company is required by the Articles of
Association of the Company or other applicable laws to be
held;
- the date on which the authority set out in this resolution is
revoked or varied by a resolution of the shareholders at any
general meeting of the Company.
"Rights Issue"
means an offer of shares open for a period fixed by the directors
to holders of shares on the register on a fixed record date in
proportion to their then holdings of such shares (subject to such
exclusions or other arrangements as the directors may deem
necessary or expedient in relation to fractional entitlements or
having regard to any restrictions or obligations under the laws of,
or the requirements of any recognized regulatory body or any stock
exchange in any territory outside Hong
Kong) and an offer, allotment or issue of shares by way of
rights shall be construed accordingly.
(B) The Board be authorized to make
corresponding amendments to the Articles of Association of the
Company as it thinks fit so as to reflect the new capital structure
upon the allotment or issuance of shares as provided in
sub-paragraph (a) of paragraph (A) of this resolution.
(C) The Board is authorized to
grant the general mandate to the Chairman and General Manager
(collectively referred to as the
"authorized persons") to individually or jointly
issue H Shares at their absolute discretion."
By order of the
Board
Zhejiang Expressway Co., Ltd.
Tony Zheng
Company Secretary
Hangzhou, the PRC
May 15, 2018
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(b) below) such that the same shall be received
by the Company on or before June 8,
2018.
(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 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 6(b) 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
(i.e. no later than 10 a.m. on
June 28, 2018).
(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 30, 2018 to June 28,
2018 (both days inclusive), and from July 6, 2018 to July 11,
2018 (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 May 29, 2018 and on July
5, 2018, respectively.
For the purpose of the AGM and qualify for the proposed final
dividend, the record date will be June 28,
2018 and July 11, 2018,
respectively.
5. Dividend payable date
Upon relevant approval by shareholders at the AGM, the final
dividend is expected to be paid out no later than August 31, 2018.
6. Miscellaneous
(a) The AGM will
not last for more than one day. Shareholders who attend shall bear
their own traveling and accommodation expenses.
(b) 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
Chairman of the Company is Mr. YU Zhihong; the executive Directors
of the Company are: Mr. CHENG Tao and Ms. LUO Jianhu; the other
non-executive Directors of the Company are: Mr. DAI Benmeng, Mr. YU
Qunli and Mr. YU Ji; and the independent non-executive Directors of
the Company are: Mr. PEI Ker-Wei, Ms. LEE Wai Tsang, Rosa and Mr.
CHEN Bin.