Zhejiang Expressway Notice of EGM, Proxy Form and Reply Slip

 
TIDMZHEH 
 
Hong Kong Stock 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 
Monday, 18 December 2017 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 RESOLUTION 
 
To consider and approve interim dividend of RMB6 cents per share in respect of 
the six months ended 30 June 2017. 
 
                             AS SPECIAL RESOLUTION 
 
To consider and approve the amendments to the articles of association of the 
Company and relevant authorization. 
 
                                                 By Order of the Board 
                                                  Zhejiang Expressway Co., Ltd. 
                                                      Tony Zheng 
                                                 Company Secretary 
 
Hangzhou, PRC 
3 November 2017 
 
Notes: 
 
1.    Registration procedures for attending the EGM 
 
(a)   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(b) below) such that the 
same shall be received by the Company on or before 27 November 2017. 
 
(b)   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 
 
(a)   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. 
 
(b)   A proxy shall be appointed by a written instrument signed by the 
appointor or an attorney authorized 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 authorized by the 
appointor, the power of attorney or other authorization document(s) shall be 
notarized. 
 
(c)   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(b) 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 (i.e. by no later than 10 a.m. on 17 December 2017). 
 
(d)   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 the EGM and to determine the shareholders who qualify for 
the proposed interim dividend and compensation payment, the register of members 
holding H Shares will be closed from 18 November 2017 to 17 December 2017 (both 
days inclusive) and from 22 December 2017 to 27 December 2017 (both days 
inclusive), respectively. 
 
4.    Last Day of Transfer  and Record Date 
 
Holders of H Shares who intend to attend the EGM and qualify for the proposed 
interim dividend and compensation payment 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 17 November 2017 and 21 December 2017, respectively. 
 
For the purpose of the EGM and qualify for the proposed interim dividend and 
compensation payment, the record date will be 23 November 2017 and 27 December 
2017, respectively. 
 
5.    Dividend payment date and  compensation payment date 
 
Upon relevant approval by the shareholders of the Company at the EGM, the 
interim dividend and compensation payment are expected to be paid out on or 
about 19 January 2018 instead of by no later than 31 December 2017. 
 
6.    Miscellaneous 
 
(a)  The EGM will not last for more than one day. Shareholders of the Company 
who attend shall bear their own traveling and accommodation expenses. 
 
(b)  The principal place of business of the Company in the PRC is: 
 
5/F, No. 2 Mingzhu International Business Center 
199 Wuxing Road 
Hangzhou City, Zhejiang Province 
People's Republic of China 
310020 
Telephone No.: ([phone] 
Facsimile No.: ([phone] 
 
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  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 
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 Monday, 18 
December 2017 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 the 
resolutions as set out in the notice convening the EGM. In the absence of any 
indication, the proxy may vote for or against the resolutions at his own 
discretion (note 4). 
 
              Ordinary Resolution               For     Against 
                                                (note   (note 4) 
                                                4) 
to consider and approve interim dividend of 
RMB6 cents per share in respect of the six 
months ended 30 June 2017 
              Special Resolution                For     Against 
                                                (note   (note 4) 
                                                4) 
to consider and approve amendments to the 
articles of association of the Company and 
relevant authorization 
 
Date: __________________________________2017                   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 proxy form 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 resolutions 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 on 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 5/F, No. 2 Mingzhu 
International Business Center, 199 Wuxing Road, Hangzhou City, Zhejiang 
Province, 310020, the PRC, 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 (i.e. by no later than 10 a.m. on 17 December 2017. 
 
*    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 at the extraordinary general meeting of the 
Company (the "EGM") to be held at 10 a.m. on Monday, 18 December 2017 at 5/F, 
No. 2 Mingzhu International Business Center, 199 Wuxing Road, Hangzhou City, 
Zhejiang Province, the People's Republic of China (the "PRC"). 
 
Signature:________________________________________________________ 
 
Date: ___________________________________________________________2017 
 
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 PRC by post or by facsimile (facsimile no.: (+86) -571-8795 0329) 
such that the same shall be received by the Company on or before 27 November 
2017. Failure to sign and return this slip, however, will not preclude an 
eligible shareholder from attending the EGM. 
 
*    Please delete as appropriate. 
 
 
 
END 
 

(END) Dow Jones Newswires

November 03, 2017 07:02 ET (11:02 GMT)