28th Apr 2006 09:10
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 2005 Annual General Meeting NOTICE IS HEREBY GIVEN that the 2005 annual general meeting (the "AGM") ofZhejiang Expressway Co., Ltd. (the "Company") will be held at 9:00 a.m. onWednesday, June 14, 2006 at 12/F, Block A, Dragon Century Plaza, 1 Hangda Road,Hangzhou, Zhejiang province, the People's Republic of China (the "PRC") for theconduct of the following business:A. As ordinary resolutions:1. To consider and approve the report of the directors for the year 2005;2. To consider and approve the report of the supervisory committee for the year2005;3. To consider and approve the audited financial statements for the year 2005;4. To consider and approve the proposed distribution of profits for the year2005;5. To consider and approve the financial budget for the year 2006; and6. To consider and approve the re-appointment of Deloitte Touche TohmatsuCertified Public Accountants Hong Kong and Zhejiang Pan China Certified PublicAccountants as the Hong Kong auditors and the PRC auditors of the Companyrespectively, and authorize the board of directors of the Company to fix theirremuneration.B. As special resolution:To consider and, if thought fit, pass the following as a special resolution:"THAT the proposals by the board of directors of the Company (the "Board") toamend the articles of association of the Company in the manner set out in thecircular of the Company dated April 27, 2006 to the shareholders of the Companyis hereby approved, and the Board is hereby authorized to modify the wordingsof the amendments as appropriate and to do all such things as necessary inrespect of the amendments pursuant to the requirements (if any) under domesticor overseas laws or under the rules of any stock exchange on which anysecurities of the Company are listed." By Order of the Board ZHANG Jingzhong Company Secretary Hangzhou, Zhejiang Province, the PRCApril 27, 2006Notes: 1. Registration procedures for attending the AGM(1) Holders of H shares of the Company ("H Shares") and domestic shares of theCompany ("Domestic Shares") intending to attend the AGM should return the replyslip for attending the AGM to the Company by post or by facsimile (address andfacsimile numbers are shown in paragraph 5(2) below) such that the same shallbe received by the Company on or before May 24, 2006.(2) A shareholder or his/her/its proxy should produce proof of identity whenattending the AGM. If a corporate shareholder appoints its legal representativeto attend the meeting, such legal representative shall produce proof ofidentity and a copy of the resolution of the board of directors or othergoverning body of such shareholder appointing such legal representative at themeeting.2. Proxy(1) A shareholder eligible to attend and vote at the AGM is entitled toappoint, in written form, one or more proxies to attend and vote on his/her/itsbehalf. A proxy needs not to be a member.(2) A proxy should be appointed by a written instrument signed by the appointoror his/her/its attorney. If the appointor is a corporation, the same shall beaffixed with its common seal or signed by its director(s) or duly authorizedrepresentative(s). If the form of proxy is signed by the attorney of theappointor, the power of attorney or other authorization document(s) of suchattorney should be notarized.(3) To be valid, the power of attorney or any other authorization document(s)(which have been notarized) together with the completed form of proxy must bedelivered, in the case of holders of Domestic Shares, to the Company at theaddress shown in paragraph 5(2) below and, in the case of holders of H Shares,to Hong Kong Registrars Limited at 46th Floor, Hopewell Center, 183 Queen'sRoad East, Hong Kong, not less than 24 hours before the time designated for theholding of the AGM.(4) A proxy may exercise the right to vote by a show of hands or by poll.However, if more than one proxy is appointed by a shareholder, such proxiesshall only exercise the right to vote on a poll.3. Closure of Register of MembersThe register of members holding H shares of the Company will be closed from May15, 2006 to June 13, 2006 (both days inclusive).4. Eligibility for attending the AGMHolders of H Shares who intend to attend the AGM must deliver all transferinstruments and the relevant shares certificates to the share registrar for HShares, Hong Kong Registrars Limited at Rooms 1712-1716, 17th Floor, HopewellCenter, 183 Queen's Road East, Hong Kong at or before 4:00 p.m. on Friday, May12, 2006.5. Miscellaneous(1) The AGM will not last for more than one day. Shareholders who attend shallbear their own traveling and accommodation expenses.(2) The address of the Company is at:12/F, Block ADragon Century Plaza1 Hangda RoadHangzhou, Zhejiang 310007the People's Republic of ChinaTelephone No.: (+86)-571-8798 7700Facsimile No.: (+86)-571-8795 0329As at the date of this announcement, the executive directors of the Companyare: Messrs. Geng Xiaoping, Fang Yunti, Zhang Jingzhong and Jiang Wenyao; thenon-executive directors are: Messrs. Zhang Luyun and Zhang Yang; and theindependent non-executive directors are: Messrs. Tung Chee Chen, Zhang Junshengand Zhang Liping.ENDZHEJIANG EXPRESSWAY CO LDRelated Shares:
ZHEH.L