Notice of 2011 EGM, 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 notice, 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 notice.
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 an extraordinary general meeting (the "EGM") of
Zhejiang Expressway Co., Ltd. (the "Company") will be held at 3:00 p.m. on
Thursday, October 13, 2011 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 resolution:
"THAT an interim dividend of Rmb6 cents per share in respect of the six months
ended June 30,2011 be and is hereby approved and declared."
By order of the board of directors
Zhejiang Expressway Co., Ltd.
Tony Zheng
Company Secretary
Hangzhou, the PRC,
August 29, 2011
Notes:
1. Registration procedures for attending the EGM
(1) Holders of H shares of the Company ("H Shares") and domestic shares of the
Company ("Domestic Shares") 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 6(2) below) such that the same shall
be received by the Company on or before September 22, 2011.
(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 EGM, 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 EGM.
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 needs not be a shareholder of the Company.
(2) A proxy should be appointed by a written instrument signed by the appointor
or his/her/its attorney. If the appointor is a corporation, the same shall be
affixed with its common seal or signed by its director(s) or duly authorized
representative(s). If the form of proxy is signed by the attorney of the
appointor, the power of attorney or other authorization document(s) of such
attorney should 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, Wanchai, Hong Kong, at least 24 hours before the time designated for
holding of the EGM.
(4) Any vote of 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 the EGM and to determine the shareholders who qualify for
the proposed interim dividend, the register of members holding H shares of the
Company will be closed from September 13, 2011 to October 12, 2011 (both days
inclusive).
4. Last day of transfer and record date
Holders of H Shares who intend to attend the EGM and qualify for the interim
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, Wanchai, Hong Kong, at or before 4:30p.m. on
Monday, September 12, 2011.
For the purpose of the EGM and qualify for the proposed interim dividend, the
record date is September 18, 2011.
5. Dividend payable date
Upon relevant approval by shareholders at the EGM, the interim dividend is
expected to be paid out on November 3, 2011.
6. 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 Province
People's Republic of China
Postal Code: 310007
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.
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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)
Proxy Form for Extraordinary 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 extraordinary general meeting of the Company (the "EGM") to be held at
3:00 p.m. on Thursday, October 13, 2011 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
resolution as set out in the notice convening the EGM. In the absence of any
indication, the proxy may vote for or against the resolution at his own
discretion (note 4).
Ordinary Resolution: For (note 4) Against (note 4)
"THAT an interim dividend of Rmb6 cents
per share in respect of the six months
ended June 30, 2011 be and is hereby
approved and declared." (___________) (______________)
Date: ___________________, 2011 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 EGM will act as your proxy. Proxies may not be member(s) of
the Company and may be appointed to attend and vote in the EGM provided that
such proxies must attend the EGM 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 its common seal 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, 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, the PRC
(Postal Code: 310007), and in the case of a holder of H share(s), 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 the holding of the
EGM.
* 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 Extraordinary 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 extraordinary general
meeting of the Company (the "EGM") to be held at 3:00 p.m. on Thursday,
October 13, 2011 at 12/F, Block A, Dragon Century Plaza, 1 Hangda Road,
Hangzhou, Zhejiang Province, the People's Republic of China (the "PRC").
Signature: ______________________
Date: ______________________, 2011
Note: Eligible shareholders who wish to attend the EGM 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, the PRC
(Postal Code: 310007) by post or by facsimile (facsimile no.:
(+86)-571-8795 0329) such that the same shall be received by the Company
on or before September 22, 2011. Failure to sign and return this slip,
however, will not preclude an eligible shareholder from attending the
EGM.
* Please delete as appropriate.