Notice of 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 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
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
Wednesday, 28 December 2016 at
5/F, No. 2 Mingzhu International Business Center,199 Wuxing Road,
Hangzhou City, 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
resolutions:
AS ORDINARY
RESOLUTIONS
1. THAT:
(a) the agreement dated 17
October 2016 (the "Share Purchase Agreement") entered
into
between the Company and
Zhejiang Communications Investment Group Industrial
Development Co., Ltd. (a
copy of which is produced to the EGM marked "A" and initialed
by
the chairman of the EGM for
the purpose of identification), and the terms and conditions
thereof and
the transactions contemplated thereunder and the
implementation thereof be and
are hereby approved and
confirmed;
(b) the authorisation to any one of
the directors of the company (the
"Director(s)"), or any other
person authorised by the
Board from time to time, for and on behalf of the Company,
among
other matters, to sign,
seal, execute, perfect, perform and deliver all such
agreements,
instruments, documents and
deeds, and to do all such acts, matters and things and take all
such steps as he or she or they may
in his or her or their absolute discretion consider to be
necessary, expedient, desirable or
appropriate to give effect to and implement the
Share Purchase
Agreement and the transactions contemplated thereunder
and all matters
incidental to, ancillary to or in
connection thereto, including agreeing and making any
modifications, amendments, waivers,
variations or extensions of the Share Purchase
Agreement or the transactions
contemplated thereunder be and are hereby approved, ratified
and confirmed;
2. THAT an interim dividend
of RMB6 cents per share in respect of
the six months ended 30
June 2016 be and is hereby approved and declared;
and
3. to elect Ms. He Meiyun as
independent supervisor of the Company. "
AS SPECIAL
RESOLUTION
4. to approve and confirm the proposed issue
of H share convertible bonds ("H Share Convertible Bonds")
by the Company with an aggregate principal amount up to
USD400 million (or its equivalent)
and the granting of authority to the board of directors of the
Company (the "Board") to deal with all matters relating to
the proposed issue and listing of H Share Convertible Bonds in the
absolute discretion of the Board in
accordance with the applicable laws
and regulations and the Articles of Association,
including, but not limited to following:
(1) to formulate specific plan and terms for
the issue of H Share Convertible Bonds according to
the requirements of the
relevant laws and regulations, the Shareholders' resolutions
passed
at the EGM and market
conditions, including but not limited to the issue size, maturity,
type
of bonds, interest
rate and method of determination, timing of issue, security plan,
whether to
allow repurchase
and redemption, use of proceeds, rating, subscription
method, term and
method of repayment of
principal and interests, listing and all other matters relating to
the
issue and (if
required) listing of H Share Convertible Bonds;
(2) 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 and issuance of H Shares
upon
exercise of the conversion rights
attached to the H Share Convertible Bonds; and
(3) to deal with other matters in
relation to the issue of H Share Convertible Bonds.
5. THAT the
proposal by the Board to amend
the articles of association of
the Company in the manner as set out in the
circular of the Company dated 9 November 2016
to the shareholders of the Company, of which this notice forms
part, be and is hereby approved, and the Board be and is hereby
authorised to do all such things as necessary in respect of the
amendments pursuant to the requirements (if any) under domestic or
overseas laws or under the rules of any stock exchange on which any
securities of the Company are listed."
By order of the
Board
ZHEJIANG EXPRESSWAY CO.,
LTD.
Tony
Zheng
Company
Secretary
Hangzhou, PRC
9 November 2016
Notes:
1.
The above mentioned ordinary resolution in relation to the
Share Purchase Agreement shall be approved by independent
shareholders as required by the Rules Governing the Listing of
Securities on The Stock Exchange of Hong Kong Limited.
Communications Group and its associates will abstain from voting in
relation to such resolution. Details regarding such resolution are
set out in the circular of the Company dated 9 November 2016.
2. 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 7(2)
below) such that the same shall be received by the Company on or
before
8 December 2016.
(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 share holder
appointing such legal
representative to attend the meeting.
3. 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 authorized
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
7(2) below
and, in the
case of holders of H Shares, to Hong Kong Registrars Limited at
Room 1712
1716, 17/F,
Hopewell Center, 183 Queen's Road East, 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.
4. 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 will be closed
from 28 November 2016 to 27 December 2016 (both days inclusive) and from
4 January 2017 to 9 January 2017 (both days inclusive),
respectively.
5. Last day of
transfer and record date
Holders of H Shares who intend to attend the EGM and qualify for
the proposed 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, Hong Kong, at or before
4:30 p.m. on 25 November 2016 and 3
January 2017, respectively. For the purpose of the EGM and
qualify for the proposed interim dividend, the record date will be
3 December 2016 and 9 January 2017, respectively.
6. Dividend payable
date
Upon relevant approval by shareholders at the EGM, the interim
dividend is expected to be paid out on 25
January 2017.
7.
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 principal place of
business address of the Company is:
5/F, No. 2 Mingzhu International Business Center
199
Wuxing Road
Hangzhou City, Zhejiang 310020
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, Mr. CHENG Tao and Ms. LUO
Jianhu; 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.
=======================================================
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 this proxy form (note 1)
H Shares/Domestic Shares*
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 resolutions in accordance with the
instruction(s) below at the extraordinary general meeting of the
Company (the "EGM") to be held at 10
a.m. on Wednesday, 28 December
2016 at 5/F, No. 2 Mingzhu International Business Center,
199 Wuxing Road, Hangzhou City,
Zhejiang Province, the People's Republic of China 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 Resolutions |
For (note 4) |
Against (note
4) |
1. |
(a) To
approve and confirm the agreement dated 17 October 2016 (the
"Share Purchase Agreement") entered into between the Company
and Zhejiang Communications Investment Group Industrial Development
Co., Ltd. (a copy of which is produced to the EGM marked "A" and
initialed by the chairman of the EGM for the purpose of
identification), and the terms and conditions thereof and the
transactions contemplated thereunder and the implementation
thereof;
(b) To approve, ratify and confirm the
authorisation to any one of the directors of the company (the
"Director(s)"), or any other person authorised by the Board
from time to time, for and on behalf of the Company, among other
matters, to sign, seal, execute, perfect, perform and deliver all
such agreements, instruments, documents and deeds, and to do all
such acts, matters and things and take all such steps as he or she
or they may in his or her or their absolute discretion consider to
be necessary, expedient, desirable or appropriate to give effect to
and implement the Share Purchase Agreement and the transactions
contemplated thereunder and all matters
incidental to, ancillary to or
in connection thereto, including agreeing and
making any modifications,
amendments, waivers, variations or extensions of the
Share Purchase Agreement or the transactions contemplated
thereunder; |
|
|
2. |
To approve and declare an interim dividend of RMB6
cents per share in respect of the six months ended 30 June 2016;
and |
|
|
3. |
To elect Ms. He Meiyun as independent supervisor
of the Company. |
|
|
Special
Resolutions |
For (note 4) |
Against (note 4) |
4. |
To approve and confirm the proposed
issue of H share convertible bonds ("H Share Convertible
Bonds") by the Company with an aggregate principal
amount up to USD400 million (or
its equivalent) and the granting of authority
to the board of directors of the Company (the "Board") to
deal with all matters relating to the proposed issue and listing of
H Share Convertible Bonds in the absolute discretion of the Board
in accordance with the applicable laws and regulations and the
Articles of Association, including, but not limited to
following:
(a) to formulate specific
plan and terms for the issue of H
Share Convertible Bonds according to the requirements of the
relevant laws and regulations, the Shareholders' resolutions passed
at the EGM and market conditions, including but not limited to the
issue size, maturity, type of bonds, interest rate and method
of determination, timing of issue, security plan, whether to allow
repurchase and redemption, use of proceeds, rating, subscription
method, term and method of repayment of principal and
interests, listing and all other matters relating to the issue
and (if required) listing of H Share Convertible Bonds;
(b) 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 and issuance of H Shares
upon exercise of the conversion rights attached to
the H Share Convertible Bonds; and
(c) to deal with other matters in
relation to the issue of H Share Convertible Bonds; and |
|
|
5. |
To approve the proposal by the Board to amend the
articles of association of the Company in the manner as set out in
the circular of the Company dated 9 November 2016 to the
shareholders of the Company, and to authorise the Board to do all
such things as necessary in respect of the amendments pursuant to
the requirements (if any) under domestic or overseas
laws or under the rules of any
stock exchange on which any securities of
the Company are listed. |
|
|
Date:______________________________ ,2016 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 authorised
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 authorised representative(s).
6. This form of proxy
together with the power of attorney or any other authorisation
document(s) which have been notarised, must be delivered, in the
case of a holder of domestic share(s), to the Company at 5/F, No. 2
Mingzhu International Business Center, 199 Wuxing Road,
Hangzhou City, Zhejiang Province, the People's Republic of China and in the case
of a holder of H share(s), to Hong Kong Registrars Limited at Room
1712-1716, 17/F, 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 10
a.m. on Wednesday, 28 December
2016 at 5/F, No. 2 Mingzhu International Business Center,
199 Wuxing Road, Hangzhou City,
Zhejiang Province, the People's Republic of China.
Signature: _________________________________
Date: ______________________________,2016
Note: Eligible shareholders who wish
to attend the EGM are advised to complete and return this reply
slip to the Company at 5/F, No. 2 Mingzhu International Business
Center, 199 Wuxing Road, Hangzhou
City, Zhejiang Province,
the People's Republic of China by
post or by facsimile (facsimile no.: (+86) 571 8795 0329) such that
the same shall be received by the Company on or before 8 December 2016. Failure to sign and return this
slip, however, will not preclude an eligible shareholder from
attending the EGM.
*
Please delete as appropriate.