Circular-Proposed Changes in Directors and Noti...
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
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If you are in doubt as to any aspect of this circular or as to the action to be
taken, you should consult your stockbroker or other registered dealer in
securities, bank manager, solicitor, professional accountants or other
professional adviser.
If you have sold or transferred all your shares in Zhejiang Expressway Co.,
Ltd., you should at once hand this circular with the accompanying form of proxy
to the purchaser or the transferee or to the bank, stockbroker or other agent
through whom the sale or transfer was effected for transmission to the
purchaser or the transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong
Limited take no responsibility for the contents of this circular, 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 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 CHANGES IN DIRECTORS
AND
NOTICE OF EXTRAORDINARY GENERAL MEETING
A notice for convening the extraordinary general meeting (the "EGM") of the
Company to be held at 10 a.m. on Monday, December 29, 2014 at 12/F, Block A,
Dragon Century Plaza, 1 Hangda Road, Hangzhou, Zhejiang Province, 310007,
the People's Republic of China is set out on pages 8 to 9 of this circular.
A form of proxy for use at the EGM and a reply slip are enclosed and are also
published on the HKExnews website of the Hong Kong Exchanges and Clearing
Limited (www.hkexnews.hk) and on the Company's website (www.zjec.com.cn).
Whether or not you are able to attend the EGM in person, you are requested to
complete and return (i) the reply slip in accordance with the instructions
printed thereon not later than December 8, 2014 and (ii) the form of proxy in
accordance with the instructions printed thereon not less than 24 hours before
the time for holding the EGM (or any adjournment thereof). In case of H shares,
the proxy form shall be lodged with the Company's H shares registrar, Hong Kong
Registrars Limited at 17M Floor, Hopewell Center, 183 Queen's Road East,
Wanchai, Hong Kong, not less than 24 hours before the time for holding the EGM
(or any adjournment thereof). Completion and delivery of the form of proxy will
not preclude you from attending and voting in person at the EGM or any
adjournment thereof should you so wish.
14 November 2014
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CONTENTS
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Definitions
Letter from the Board
Appendix I - Profiles of the Directors proposed to be appointed
Notice of EGM
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DEFINITIONS
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In this circular,unless the context specifies otherwise,the following expressions
shall have the meanings stated below:
"Articles of Association" the articles of association of the Company
"Board" the Board of Directors
"Circular" this circular to the Shareholders
"Communications Group" (Zhejiang Communications Investment Group Co., Ltd.),
a wholly state-owned enterprise established in the
PRC, and the controlling shareholder of the Company
"Company" Zhejiang Expressway Co., Ltd., a joint stock limited
company incorporated in the PRC with limited liability
"controlling shareholder(s)" has the meaning ascribed to it under the Listing
Rules
"Director(s)" the director(s) of the Company
"EGM" the extraordinary general meeting of the Shareholders
to be held at 10 a.m. on Monday, December 29, 2014 at
12/F, Block A, Dragon Century Plaza, 1 Hangda Road,
Hangzhou, Zhejiang Province, 310007, the PRC, the notice
of which is set out on pages 8 to 9 of this Circular
"Group" the Company and its subsidiaries
"H Shares" overseas listed foreign shares in the share capital of
the Company with a nominal value of RMB1 per share, which
are listed on the Main Board of the Stock Exchange
"Hong Kong" the Hong Kong Special Administrative Region of the PRC
"Listing Rules" Rules Governing the Listing of Securities on the
Stock Exchange
"PRC" the People's Republic of China (for the purpose of this
Circular, excludes Hong Kong, Macau and Taiwan)
"RMB" Renminbi, the lawful currency of the PRC
"SFO" Securities and Futures Ordinance (Chapter 571 of the Laws
of Hong Kong)
"Shareholder(s)" holder(s) of the share(s) of the Company
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"subsidiary(ies)" has the meaning ascribed to it under the Listing Rules
"substantial shareholder(s)" has the meaning ascribed to it under the Listing
Rules
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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)
Executive Directors: Registered office in the PRC:
Mr. Zhan Xiaozhang (Chairman) 12th Floor, Block A
Ms. Luo Jianhu Dragon Century Plaza
Mr. Ding Huikang 1 Hangda Road
Hangzhou
Non-executive Directors: Zhejiang Province 310007
Mr. Li Zongsheng The People's Republic of China
Mr. Wang Weili
Mr. Wang Dongjie
Independent Non-executive Directors:
Mr. Zhang Junsheng
Mr. Zhou Jun
Mr. Pei Ker-wei
14 November 2014
To the Shareholders
Dear Sir or Madam,
PROPOSED CHANGES IN DIRECTORS
AND
NOTICE OF EXTRAORDINARY GENERAL MEETING
INTRODUCTION
The purpose of this Circular is to provide you with information regarding
certain resolutions to be proposed at the EGM in relation to proposed changes
in Directors to enable you to make an informed decision on whether to vote for
or against the relevant resolutions.
PROPOSED CHANGES IN DIRECTORS
As disclosed in the announcement of the Company dated November 11, 2014, Mr.
Zhang Junsheng, an independent non-executive Director, has submitted his
resignation application to the Company in accordance with the "Opinions on
Further Regulation on Party and Political Leaders and Cadres Working Part-Time
(Holding Office) in Enterprises" (Zhong Zu Fa No. 18 of 2013) issued by the
Organisation Department of the CPC Central Committee. Due to job reassignments,
Mr. Li Zongsheng and Mr. Wang Weili, both non-executive Directors, have also
submitted their resignation applications to the Company. According to the
Articles of Association, new Directors need to be elected at a Shareholders'
meeting.
Before new Directors are considered and approved by the Shareholders, Mr. Zhang
Junsheng, Mr. Li Zongsheng and Mr. Wang Weili will continue to be Directors and
perform their duties. Mr. Zhang Junsheng, Mr. Li Zongsheng and Mr. Wang Weili
have confirmed that they have no disagreement with the Board and there is no
other matter in relation to their resignation applications that needs to be
brought to the attention of the Stock Exchange and the Shareholders.
The Company has selected suitable candidates to fill the vacancies according to
relevant requirements. The Board has resolved to propose Mr. Dai Benmeng and
Mr. Zhou Jianping to be appointed as non-executive Directors and Ms. Lee Wai
Tsang, Rosa to be appointed as an independent non-executive Director. The
proposed appointments will be submitted to the EGM for the election of the
proposed new Directors. Such proposed appointments shall become effective
subject to Shareholders' approval at the EGM and the term of the office of the
proposed new Directors will end on the date of expiry of the term of the Sixth
session of the Board, being June 30, 2015.
Biographical details of each of the candidates proposed to be appointed as
Directors at the EGM are set out in Appendix I to this Circular.
DIRECTORS' EMOLUMENTS AND SERVICE CONTRACTS
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.
If Mr. Dai Benmeng, Mr. Zhou Jianping and Ms. Lee Wai Tsang, Rosa are appointed
as Directors at the EGM, each of them will enter into a service contract with
the Company upon their appointment.
CLOSURE OF REGISTER OF MEMBERS
For the purpose of determining the Shareholders' entitlement to attend and vote
at the EGM, the register of members holding H Shares of the Company will be
closed from November 29, 2014 to December 28, 2014 (both days inclusive).
Holders of H Shares who intend to attend and vote at the EGM must deliver all
transfer instruments and the relevant share certificates to Hong Kong
Registrars Limited at Rooms 1712-1716, 17/F, Hopewell Center, 183 Queen's Road
East, Wanchai, Hong Kong, at or before 4:30 p.m. on November 28, 2014. For the
purpose of the EGM, the record date is December 4, 2014.
THE EGM
A notice for convening the EGM to be held at 10 a.m. on Monday, December 29,
2014 at 12/F, Block A, Dragon Century Plaza, 1 Hangda Road, Hangzhou, Zhejiang
Province, 310007, the PRC is set out on pages 8 to 9 of this Circular.
A form of proxy for use at the EGM and a reply slip are enclosed and are also
published on the HKExnews website of the Hong Kong Exchanges and Clearing
Limited (www.hkexnews.hk) and on the Company's website (www.zjec.com.cn).
Whether or not you are able to attend the EGM in person, you are requested to
complete and return (i) the reply slip in accordance with the instructions
printed thereon not later than December 8, 2014 and (ii) the form of proxy in
accordance with the instructions printed thereon not less than 24 hours before
the time for holding the EGM (or any adjournment thereof). In case of H Shares,
the proxy form shall be lodged with the Company's H Shares registrar, Hong Kong
Registrars Limited at 17M Floor, Hopewell Center, 183 Queen's Road East,
Wanchai, Hong Kong, not less than 24 hours before the time for holding the EGM
(or any adjournment thereof). Completion and delivery of the form of proxy will
not preclude you from attending and voting in person at the EGM or any
adjournment thereof should you so wish.
RECOMMENDATION
The Directors consider that the proposed changes in Directors is in the
interests of the Company and the Shareholders as a whole. Accordingly, the
Directors recommend the Shareholders to vote in favour of the relevant
resolutions to approve the proposed changes in Directors at the EGM.
Yours faithfully,
For and on behalf of
Zhejiang Expressway Co., Ltd.
Zhan Xiaozhang
Chairman
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APPENDIX I PROFILES OF THE DIRECTORS PROPOSED TO BE APPOINTED
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The proposed candidates to be appointed as Directors at the EGM are nominated
by the Nomination Committee of the Company. The profiles of the candidates
nominated are as follows:
Candidates of 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.
Candidate of 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.
Other information
The term of office of the proposed new Directors will end on the date of expiry
of the term of the Sixth session of the Board, being June 30, 2015.
Save as disclosed in the above, the proposed candidates to be appointed as
Directors at the EGM 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 proposed candidates to be appointed as Directors at
the EGM has any relationships with any Directors, senior management or
substantial or controlling shareholders of the Company.
None of the proposed candidates to be appointed as Directors at the EGM has any
interest in the shares of the Company or its associated corporation (within the
meaning of Part XV of the SFO).
Save as disclosed above, there are no other matters relating to the proposed
candidates to be appointed as Directors at the EGM 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 Listing Rules.
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NOTICE OF EGM
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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 EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the extraordinary general meeting (the "EGM") of
Zhejiang Expressway Co., Ltd. (the "Company") will be held at 10 a.m. on
Monday, December 29, 2014 at 12/F, Block A, Dragon Century Plaza, 1 Hangda
Road, Hangzhou, Zhejiang Province, 310007, 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 elect Mr. Dai Benmeng as a non-executive director of the Company, and to
consider and approve his allowance package;
2. to elect Mr. Zhou Jianping as a non-executive director of the Company, and
to consider and approve his allowance package;
3. to elect Ms. Lee Wai Tsang, Rosa as an independent non-executive director
of the Company, and to consider and approve her allowance package; and
4. to authorise the board of directors of the Company 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.
By order of the Board
ZHEJIANG EXPRESSWAY CO., LTD.
Tony Zheng
Company Secretary
Hangzhou, PRC
14 November 2014
Notes:
1. Registration procedures for attending the EGM
(1) Holders of H shares of the Company ("HShares") and domestic shares of the
Company ("DomesticShares") intending to attend the EGM should return the
reply slip for attending the EGM to the Company by post or by facsimile
(address and facsimile numbers are shown in paragraph 5(2) below) such that
the same shall be received by the Company on or before December 8, 2014.
(2) A shareholder or his/her/its proxy should produce proof of identity when
attending the EGM. 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 EGM is entitled to
appoint, in written form, one or more proxies to attend and vote at the EGM
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 authorised representative
(s). If the instrument appointing a proxy is signed by a person authorised
by the appointor, the power of attorney or other authorisation document(s)
shall be notarised.
(3) To be valid, the power of attorney or other authorisation document(s)
(which have been notarised) 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 5(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, Wanchai, Hong Kong, at least 24 hours before the time
designated for holding of the EGM.
(4) Any vote of the shareholders of the Company present in person or by proxy
at the EGM must be taken by poll.
3. Book closing period
For the purpose of determining the shareholders' entitlement to attend and vote
at the EGM, the register of members holding H Shares of the Company will be
closed from November 29, 2014 to December 28, 2014 (both days inclusive).
4. Last day of transfer and record date
Holders of H Shares who intend to attend and vote at the EGM must deliver all
transfer instruments and the relevant share certificates to Hong Kong
Registrars Limited at Rooms 1712-1716, 17/F, Hopewell Center, 183 Queen's Road
East, Wanchai, Hong Kong, at or before 4:30 p.m. on November 28, 2014.
For the purpose of the EGM, the record date will be December 4, 2014.
5. Miscellaneous
(1) The EGM 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: Mr. LI Zongsheng, Mr. WANG Weili and Mr. WANG
Dongjie; and the independent non-executive directors of the Company are: Mr.
ZHANG Junsheng, Mr. ZHOU Jun and Mr. PEI Ker-Wei.
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