Information  X 
Enter a valid email address

Zhejiang Expressway (ZHEH)

  Print      Mail a friend

Wednesday 15 February, 2006

Zhejiang Expressway

Results of EGM


The Stock Exchange of Hong Kong Limited takes no responsibility for the
contents of this announcement, makes no representation as to its accuracy or
completeness and expressly disclaims 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)                               

           ELECTION RESULTS FOR A NEW SESSION OF BOARD OF DIRECTORS            
                           AND SUPERVISORY COMMITTEE                           

RESULTS OF EGM

Zhejiang Expressway Co., Ltd. (the 'Company') held an extraordinary general
meeting (the 'EGM') at 9:00 a.m. on Tuesday, February 14, 2006 at 12th Floor,
Block A, Dragon Century Plaza, 1 Hangda Road, Hangzhou, Zhejiang 310007, the
PRC, to elect members of the fourth session board of directors ('Board of
Directors') and supervisory committee ('Supervisory Committee') of the Company,
except for the supervisor representing the employees of the Company, and to fix
their respective remunerations.

Three shareholders of the Company (the 'Shareholders') attended the EGM by
proxy, representing a total of 3,443,001,925 shares of the Company entitled to
attend and to vote at the EGM, or 79.27% of total issued share capital of the
Company. Chairman of the Company, Mr. Geng Xiaoping, chaired the EGM. Votings
at the EGM took place by way of poll, details of which are as follows:

1. Resolved to re-elect Mr. Geng Xiaoping, Mr. Fang Yunti, Mr. Zhang Jingzhong,
Ms. Zhang Luyun, Ms. Zhang Yang, Mr. Tung Chee Chen, Mr. Zhang Junsheng and Mr.
Zhang Liping, and to newly elect Mr. Jiang Wenyao, as members of the fourth
session Board of Directors, and approved their respective remunerations, with
3,207,268,714 shares voted in the affirmative (representing 93.15% of the total
shares held by the Shareholders present at the EGM) and 235,733,211 shares
voted in the negative (representing 6.85% of the total shares held by the
Shareholders present at the EGM);

2. Resolved to re-elect Mr. Ma Kehua, Mr. Zheng Qihua and Mr. Jiang Shaozhong,
and to newly elect Mr. Wu Yongmin, as members of the fourth session Supervisory
Committee, and approved their respective remunerations, with 3,386,745,627
shares voted in the affirmative (representing 98.37% of the total shares held
by the Shareholders present at the EGM) and 730,000 shares voted in the
negative (representing 0.02% of the total shares held by the Shareholders
present at the EGM); and

3. Resolved to authorize the Board of Directors to approve the directors'
service contracts, the supervisors' service contracts and all other relevant
documents and to authorize any one of the 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
3,436,539,627 shares voted in the affirmative (representing 99.81% of the total
shares held by the Shareholders present at the EGM) and no share voted in the
negative.

The total number of issued shares of the Company entitling the holders to
attend and vote for or against the ordinary resolutions at the EGM was
4,343,114,500. There was no share entitling any holder to attend and vote only
against the ordinary resolutions at the EGM. Mr. Harvey Chen of 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 THE ELECTED MEMBERS OF THE FOURTH SESSION BOARD OF DIRECTORS

Executive Directors

Mr. GENG Xiaoping, born in 1948, is the Chairman of the Company. Mr. Geng
graduated from the East China College of Political Science and Law in 1984.
From 1979 to 1991, he held various positions at the People's Procuratorate of
Zhejiang Province including Secretary, Division Chief and Deputy Procurator. In
1991, he was appointed as Deputy Director of the Zhejiang Provincial Expressway
Executive Commission where he was responsible for the business operation and
administration of the expressway system in Zhejiang Province. Mr. Geng was the
Chairman and General Manager of the Company from March 1997 to March 2002.
Since December 2001, he has been appointed as a Director and General Manager of
Zhejiang Communications Investment Group Co., Ltd. (the 'Communications
Investment Group'), the controlling shareholder of the Company. He resigned
from the office of the General Manager of the Company in March 2002.

Mr. FANG Yunti, born in 1950, is a Senior Engineer, an Executive Director and
the General Manager of the Company responsible for the overall management of
the Company. Mr. Fang graduated from Tsinghua University in 1976 majoring in
automotive engineering. From 1983 to 1988, he was the Deputy General Manager of
Zhejiang Province Automobile Transport Company. From 1988 to 1990, he was the
Chief Engineer at the Provincial Road Transport Company. During the period from
1991 to 1996, he was the Deputy Chief and Chief of the Operating Administrative
and Technical Equipment Divisions of the Zhejiang Provincial Expressway
Executive Commission, where his responsibilities included operation management
and equipment management in relation to the Shanghai-Hangzhou-Ningbo
Expressway. Mr. Fang was an Executive Director and the Deputy General Manager
of the Company from March 1997 to March 2002. Since March 2002, he has been an
Executive Director and the General Manager of the Company. Mr. Fang is also the
Chairman of Zhejiang Jiaxing Expressway Co., Ltd., Zhejiang Shangsan Expressway
Co., Ltd., and Zhejiang Expressway Investment Development Co., Ltd., each a
subsidiary of the Company.

Mr. ZHANG Jingzhong, born in 1963, is a Senior Lawyer, an Executive Director
and Company Secretary of the Company. Mr. Zhang graduated from Zhejiang
University (previously known as Hangzhou University) in July 1984 with a
bachelor's degree in law. In 1984, he joined the Zhejiang Provincial Political
Science and Law Policy Research Unit. From 1988 to 1994, he was the Associate
Director of Hangzhou Municipal Foreign Economic Law Firm. In 1992, he obtained
the qualifications required by the regulatory authorities in China to practice
securities law. In January 1994, Mr. Zhang became a Senior Partner at T&C Law
Firm in Hangzhou. Mr. Zhang has been an Executive Director of the Company since
April 1997 and was appointed Deputy General Manager in March 2002. Since March
2003, he has been the Company Secretary of the Company.

Mr. JIANG Wenyao, born in 1966, is the Deputy General Manager of the Company.
Mr. Jiang graduated from Zhejiang University, majoring in industrial automation
and manufacturing mechanics, and obtained a master's degree in engineering.
From March 1991 to February 1997, he worked in the Engineering Division and the
Planning and Finance Division of the Zhejiang Provincial Expressway Executive
Commission. He joined the Company since March 1997, and has served as Deputy
Manager of the General Department, Manager of the Equipment Department, Manager
of the Operation Department, Assistant General Manager and Company Secretary.
Mr. Jiang also serves as the General Manager at Zhejiang Expressway Investment
Development Co., Ltd., a subsidiary of the Company. He is the only newly
elected member of the fourth session Board of Directors.

Non-executive Directors

Ms. ZHANG Luyun, born in 1961, is a Director and Deputy General Manager of the
Communications Investment Group. Ms. Zhang graduated from Zhejiang University,
majoring in administration and management. From 1983 to 1997, she served as the
Secretary, Deputy Chief and Chief of the Office of Hangzhou City Government. In
1997, she was the Deputy President of Hangzhou Broadcasting and TV College and
received the title of the Assistant Researcher in college-teaching. She joined
the Communications Investment Group in December 2001 and has been a Director
and Deputy General Manager since then.

Ms. ZHANG Yang, born in 1964, is the Assistant General Manager and the Manager
of the Securities Department of Huajian Transportation Economic Development
Center, a substantial shareholder of the Company. In 1987, she graduated from
Lanzhou University with a bachelor's degree in economics. In 2001, she
completed the postgraduate studies in economics management at the Central Party
School. From 1987 to 1994, she worked for the Ministry of Aviation. Ms. Zhang
is currently a Non-executive Director of Shenzhen Expressway Company Limited,
Sichuan Expressway Company Limited and Xiamen Port Development Company Limited.

Independent Non-executive Directors

Mr. TUNG Chee Chen, born in 1942, is the Chairman of Orient Overseas
(International) Limited, an Independent Non-executive Director, a member of the
Nomination and Remuneration Committee and the Chairman of the Audit Committee
of the Company. Mr. Tung was educated at the University of Liverpool, England,
where he received his bachelor's degree in science. He later obtained a
master's degree in mechanical engineering at the Massachusetts Institute of
Technology in the United States. Mr. Tung has been an Independent Non-executive
Director of the Company since March 1997. In addition, Mr. Tung also holds
directorships in the following listed public companies: Chairman (Executive
Director) of Orient Overseas (International) Limited, and an Independent
Non-executive Director of BOC Hong Kong (Holdings) Limited, Cathay Pacific
Airways Limited, PetroChina Company Limited, Sing Tao News Corporate Limited
and U-Ming Marine Transport Corp.

Mr. ZHANG Junsheng, born in 1936, is a Professor, an Independent Non-executive
Director and a member of the Audit Committee and the Nomination and
Remuneration Committee of the Company. Mr. Zhang graduated from Zhejiang
University in 1958, and was a Lecturer, an Associate Professor, and an Advising
Professor at Zhejiang University. He was also a Professor at various other
universities, including Zhongshan University. In 1980, he became the Deputy
General Secretary of Zhejiang University. In 1983, Mr. Zhang served as the
Deputy General Secretary in the Hangzhou City Government. In 1985, he began to
work for the Xinhua News Agency, Hong Kong Branch, and became its Deputy
Director in 1987. Since September 1998, Mr. Zhang has taken up the position of
General Secretary of Zhejiang University. In addition, Mr. Zhang is currently a
Special Advisor to the Zhejiang Provincial Government, a Director to the
Zhejiang Province Economic Development Consultation Committee, a Chairman of
Zhejiang University Development Committee and an Honorary Doctor of Science of
the City University of Hong Kong. Mr. Zhang has been an Independent
Non-executive Director of the Company since March 2000.

Mr. ZHANG Liping, born in 1958, is a Managing Director of Credit Suisse and
Country Head of China. He is an Independent Non-executive Director, a member of
the Audit Committee and the Chairman of the Nomination and Remuneration
Committee of the Company. Mr. Zhang graduated from University of International
Business & Economics of Beijing and received a master's degree in international
affairs and international laws from St. John's University in New York. He also
attended New York University's MBA program. Mr. Zhang held a number of senior
positions at other organizations, including CEO of Imagi International Holdings
Limited, Managing Director of Pacific Concord Holdings Limited, Managing
Director and Geographic Head - Greater China Region, Dresdner Banking Group,
and Director of the Investment Banking Division and China Chief Representative
of Merrill Lynch Co. & Inc. Mr. Zhang has been an Independent Non-executive
Director of the Company since March 2003. In addition, Mr. Zhang had served as
an Independent Non-executive Director in Anhui Expressway Co., Ltd. from 2002
to 2005.

PROFILES OF ELECTED MEMBERS OF THE FOURTH SESSION SUPERVISORY COMMITTEE

Supervisor Representing Shareholders

Mr. MA Kehua, born in 1952, is a Senior Economist and the Chairman of the
Supervisory Committee. Mr. Ma graduated from Shanghai Railway Institute in
1977, after which he worked as an Engineer at Shanghai Railway Bureau No.1
Construction Company and the Plumbing and Electricity Section of Shanghai
Railway Bureau, Hangzhou Branch. Mr. Ma was in charge of the Planning and
Finance Division at the Zhejiang Local Railway Company, and in 1993 became the
Deputy Division Chief and Division Chief of Zhejiang Jinwen Railway Executive
Commission. Mr. Ma took up the post of Deputy General Manager of Zhejiang
Provincial High Class Highway Investment Company Limited in June 1999, and is
currently the Assistant General Manager of the Communications Investment Group.

Independent Supervisors

Mr. ZHENG Qihua, born in 1963, is a Senior Accountant. Mr. Zheng was among the
first batch of Chinese registered accountants who obtained qualifications
required for practicing accountancy involving securities in 1992. He has
working and training experience in Hong Kong and Singapore, and he worked with
the Listing Division of the China Securities Regulatory Commission during 1997
and 1998. He was a member of the Sixth Session of the Listing Review Board of
the China Securities and Regulatory Commission in 2004. He is currently the
Deputy General Manager of Zhejiang Pan-China Certified Public Accountants and a
guest professor at Zhejiang Gongshang University and Zhejiang Finance &
Economics Institute.

Mr. JIANG Shaozhong, born in 1946, is a Professor. Mr. Jiang graduated from the
Management Department of Zhejiang University with a master's degree. From 1982,
he had worked in the Management Department of Zhejiang University as Lecturer,
Assistant Professor, Professor, Dean of Research Office and Deputy Dean of the
Department. From 1984 to 1985, he was a visiting scholar at Stanford
University. From 1991 to 1998 he was the Deputy General Economist, the Chief of
the Financial Division, the Chief of the Teaching Division and the Deputy
Manager of the Management Department of Zhejiang University. He is currently
the Deputy General Accountant of Zhejiang University.

Mr. WU Yongmin, born in 1963, is an Assistant Professor. Mr. Wu graduated from
China University of Political Science and Law in 1990 with a master's degree.
He was the Deputy Dean of the Department of Law at Hangzhou University, Deputy
Dean of the Department of Law at Zhejiang University's Law School, and Director
of Zheda Law Firm. Mr. Wu studied at the Christian-Albrechts-Universit|$$|Adat
zu Kiel in 1996 as a visiting scholar. He is currently the Acting Dean of the
Department of Law at the Law School of Zhejiang University, a Supervisor for
master's degree candidates in Business Law, a member of China Business Law
Research Council, Deputy Director of Zhejiang Tax Law Research Council, an
Arbitrator of Hangzhou Arbitration Committee, and a lawyer at Zhejiang Zeda Law
Firm.

Supervisor Representing Employees (Elected Separately by Employees of the
Company)

Mr. FANG Zhexing, born in 1965, is a Senior Engineer and the Manager of the
Human Resources Department of the Company. He is also the Chairman of Hangzhou
Shida Expressway Co., Ltd., a jointly controlled entity of the Company. Mr.
Fang graduated from Zhejiang University where he received a master's degree in
engineering. From 1986 to 1988 he was the Assistant Engineer in the Project
Management Office of the Electric Power and Water Conservancy Bureau in
Taizhou, Zhejiang Province. From 1991 until 1997, he was the Engineer in the
Project Management Office of Zhejiang Provincial Expressway Executive
Commission, where he participated in the project management of
Shanghai-Hangzhou-Ningbo Expressway. Since March 1997, he has served as the
Deputy Manager and the Manager of the Planning and Development Department, the
Manager of the Project Development Department, the Director of Quality
Management Office and the Director of Internal Audit Department of the Company.

DIRECTORS AND SUPERVISORS' EMOLUMENTS

The remunerations for the executive directors as specified in their respective
service contracts, which are fixed for their three-year term of service and
based on last year's remuneration of the current session, are as follows:

                                                1st year    2nd year    3rd year
                                                                                
                                                     Rmb         Rmb         Rmb
                                                                                
Chairman                                         899,000     899,000     899,000
Director/General Manager                         689,000     689,000     689,000
Director/Deputy General Manager                  595,000     595,000     595,000
Director/Company Secretary                       370,000     370,000     370,000

Non-executive directors and supervisors do not receive any fixed remuneration
from the Company, though all directors and supervisors are provided with
allowances that are subject to their levels of participation in the Company's
meetings as determined by the Board of Directors at their discretion.

OTHER INFORMATION

Save as disclosed in the above, the elected members of the fourth session Board
of Directors and Supervisory Committee have no relationships with any
directors, senior management or substantial or controlling shareholders of the
Company.

The term of office of the fourth session directors and supervisors will be for
a period of three years, commencing on March 1, 2006 and expiring on February
28, 2009.

None of the elected members of the fourth session Board of Directors and
Supervisory Committee has an interest in the shares of the Company (within the
meaning of Part XV of the Securities and Futures Ordinance).

APPRECIATION

The Board of Directors would like to take this opportunity to especially thank
Mr. Xuan Daoguang for his excellent service and contribution to the Company,
and Mr. Sun Xiaoxia for his fine service to the Company during his tenure
serving as a Supervisor of the Company.

Mr. Xuan was an Executive Director in the first and second sessions of the
Board of Directors, and served in a number of other executive positions at the
Company. He will retire from his current positions as an Executive Director of
the third session of the Board of Directors and Deputy General Manager of the
Company upon expiry of the current term of office on February 28, 2006.

There are no other matters that need to be brought to the attention of
shareholders of the Company.

                                                              By order of the  
                                                                   Board       
                                                              ZHANG Jingzhong  
                                                             Company Secretary 

February 15, 2006

As at the date of this announcement, the executive directors of the Company
are: Messrs. Geng Xiaoping, Fang Yunti, Zhang Jingzhong and Xuan Daoguang; the
non-executive directors are: Messrs. Zhang Luyun and Zhang Yang; and the
independent non-executive directors are: Messrs. Tung Chee Chen, Zhang Junsheng
and Zhang Liping.


 END