Announcement on Results of the EGM
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.
(A joint stock limited company incorporated in the People's Republic
of China with limited liability)
(Stock code: 0576)
ANNOUNCEMENT ON RESULTS OF THE EGM
APPOINTMENT OF NON-EXECUTIVE DIRECTORS AND
INDEPENDENT NON-EXECUTIVE DIRECTOR
Zhejiang Expressway Co., Ltd. (the "Company") held an extraordinary
general meeting (the "EGM") at 10:00 a.m. on Monday, December 29,
2014 at 12/F, Block A, Dragon Century Plaza, 1 Hangda Road,
Hangzhou, Zhejiang Province, the People's Republic of China
(the "PRC").
Shareholders of the Company (the "Shareholders") who attended the
EGM by proxy represented a total of 3,756,134,756 shares of the
Company entitled to attend and to vote at the EGM, or 86.48% of the
total issued share capital of the Company as at the date of the EGM.
The EGM was convened by the board (the "Board") of directors
(the "Directors") of the Company. Chairman of the Company,
Mr. ZHAN Xiaozhang, chaired the EGM.
After considering the ordinary resolutions proposed by the Board at
the EGM, the Shareholders resolved through voting by way of poll,
and approved all the proposed resolutions, details of which are as
follows:
1. Resolved to elect Mr. Dai Benmeng as a non-executive
Director of the Company, and to approve his allowance
package, with 3,689,333,756 shares voted in the affirmative
(representing 98.22% of the total shares held by the
Shareholders present at the EGM) and 66,801,000 shares voted
in the negative (representing 1.78% of the total shares held
by the Shareholders present at the EGM);
2. Resolved to elect Mr. Zhou Jianping as a non-executive
Director of the Company, and to approve his allowance
package, with 3,689,333,756 shares voted in the affirmative
(representing 98.22% of the total shares held by the
Shareholders present at the EGM) and 66,801,000 shares voted
in the negative (representing 1.78% of the total shares
held by the Shareholders present at the EGM);
3. Resolved to elect Ms. Lee Wai Tsang, Rosa as an independent
non-executive Director of the Company, and to approve her
allowance package, with 3,751,180,780 shares voted in the
affirmative (representing 99.87% of the total shares held by
the Shareholders present at the EGM) and 3,975,933 shares
voted in the negative (representing 0.11% of the total
shares held by the Shareholders present at the EGM); and
4. Resolved to authorise the Board to approve the proposed
Directors' 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, with 3,734,823,780 shares
voted in the affirmative (representing 99.43% of the total
shares held by the Shareholders present at the EGM) and
1,277,933 shares voted in the negative (representing 0.03%
of the total shares held by the Shareholders present at the
EGM).
The term of office of the newly elected Directors commences on
December 29, 2014, and will end on the date of expiry of the term of
the Sixth session of the Board, being June 30, 2015.
As at the date of the EGM, the total number of issued shares of the
Company entitling the holders to attend and vote at the EGM in
respect of the ordinary resolutions thereat was 4,343,114,500. There
was no share entitling any holder to attend and vote only against
the resolutions at the EGM. Mr. Eric Shi of the Company's auditors,
Deloitte Touche Tohmatsu Certified Public Accountants, was appointed
and acted as scrutineer for the vote taking during the EGM. No
person was required to abstain from voting at the EGM in relation to
the above.
Profiles of Newly Elected Directors
Non-executive Directors
Mr. Dai Benmeng, aged 49, graduated from the Party School of the
Zhejiang Committee of the Communist Party of China with a bachelor's
degree specialising in economics and management and is a senior
economist. He began working in February 1987 and has been a director
and the deputy general manager of Wenzhou Shipping Co., Ltd., a
director and the general manager of Zhejiang Wenzhou Yongtaiwen
Expressway Co., Ltd., a director and the general manager of Zhejiang
Jinji Property Co., Ltd., the person in charge of Zhejiang Province
North Zhejiang Expressway Management Co., Ltd., the chairman of
Zhejiang ShenSuZheWan Expressway Co., Ltd., and the general
manager of the Shanghai-Jiaxing-Huzhou-Hangzhou branch of the
Communications Group. Mr. Dai is currently the manager of the Human
Resources Department of the Communications Group.
Mr. Zhou Jianping, aged 57, graduated from Xi'an Highway College
with a bachelor's degree specialising in vehicular transport and is
a senior engineer at professor level. He began working in September
1975 and has been the deputy supervisor of the Business Management
Office, supervisor of the office, assistant of the general manager,
and deputy general manager of Zhejiang Province Vehicular Transport
General Company, the deputy head of Quzhou Municipal Communications
Bureau, Zhejiang Province, the manager of the Asset Management
Department of the Communications Group, and the person in charge of
the Hangjinqu Branch of the Communications Group. Mr. Zhou is
currently the deputy chief economist and the manager of the
Operations Department of the Communications Group.
Independent non-executive Director
Ms. Lee Wai Tsang, Rosa, aged 37, is the chairman and an executive
director of Grand Investment International Ltd. (a company listed
on the Main Board of the Stock Exchange, Stock Code: 1160) and
oversees its day-to-day investment, operation and administration.
Ms. Lee holds a bachelor degree from the University of Southern
California, a Master of Science in Finance from Boston College and
a MBA from the University of Chicago. Ms. Lee is a licensed person
for the regulated activities of dealing and advising in securities
and asset management under the SFO. Ms. Lee is a director of Grand
Finance Group Company Ltd. and several of its subsidiaries, Tianjin
Yishang Friendship Holdings Co., Ltd. and MBP Software Group
Holdings Ltd. Ms. Lee has extensive experience in management,
investment, securities and auditing.
Ms. Lee has met the independence requirements as set out in Rule
3.13 of the Listing Rules.
Directors' Emoluments
Non-executive Directors and independent non-executive Directors
do not receive any fixed remunerations from the Company, though
all non-executive Directors and independent non-executive Directors
are provided with allowances that are subject to their levels of
participation in the Company's meetings as determined by the Board
at their discretion and there are no applicable scale for
determining such remuneration.
Other Information
Save as disclosed in the above, the newly elected Directors has not
held any other directorships in the last three years in public
companies the securities of which are listed on any securities
market in Hong Kong or overseas, nor any other positions within the
Group. Furthermore, none of the newly elected Directors has any
relationships with any Directors, senior management or substantial
or controlling shareholders of the Company.
None of the newly elected Directors has any interest in the shares
of the Company or its associated corporation (within the meaning of
Part XV of the Securities and Futures Ordinance (Chapter 571 of the
Laws of Hong Kong)).
Save as disclosed above, there are no other matters relating to the
newly elected Directors that need to be brought to the attention of
the Shareholders nor is there any information which is required to
be disclosed pursuant to any of the requirements of Rule
13.51(2)(h) to (v) of the Rules Governing the Listing of Securities
on The Stock Exchange of Hong Kong Limited.
Appreciation
Mr. Zhang Junsheng, Mr. Li Zongsheng and Mr. Wang Weili no longer
serve as Directors of the Company upon the conclusion of the EGM.
For many years they had discharged their duties wholeheartedly to
the benefit of the Company's continuous and healthy development.
The Board would like to take this opportunity to thank them for
their valuable contribution to the Company.
Mr. Zhang Junsheng had been an independent non-executive Director of
the Company since 2000. Over the past fifteen years, Mr. Zhang had
devoted himself to his duties as a Director, and had made a
significant contribution to the Company's development and corporate
governance. The Board would hereby like to express its sincere
respect to Mr. Zhang Junsheng.
By order of the Board
Zhejiang Expressway Co., Ltd.
Tony Zheng
Company Secretary
Hangzhou, the PRC, December 29, 2014
As at the date of this announcement, 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.