3rd Jan 2006 07:01
Zhejiang Expressway Co03 January 2006 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action tobe taken, you should consult a stockbroker or other registered dealer insecurities, bank managers, solicitor, professional accountant or otherprofessional adviser. If you have sold or transferred all your shares in Zhejiang Expressway Co., Ltd.(the "Company"), you should at once hand this circular and the accompanyingform of proxy to the purchaser or to the bank or stockbroker or other agentthrough whom the sale or transfer was effected for transmission to thepurchaser. (A joint stock limited company incorporated in the People's Republic of China with limited liability) (Stock Code: 0576) NOTICE OF EXTRAORDINARY GENERAL MEETING AND PROFILES OF CANDIDATES OF THE BOARD OF DIRECTORS AND THE SUPERVISORY COMMITTEE OF THE FOURTH SESSION A notice convening an extraordinary general meeting (the "EGM") of ZhejiangExpressway Co., Ltd. (the "Company") to be held 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 People's Republic of China (the "PRC"), is setout on page 8-10 of this circular. Whether or not you intend to attend themeeting, you are requested to complete and return the accompanying form of proxyin accordance with the instructions printed thereon as soon as possible and, inany event, at least 24 hours before the time appointed for the holding of themeeting. December 30, 2005 LETTER FROM THE BOARD (A joint stock limited company incorporated in the People's Republic of China with limited liability) (Stock Code: 0576) Board of Directors Registered address: 19th Floor,Executive Directors Zhejiang World Trade Center,GENG Xiaoping 122 Shuguang Road,FANG Yunti Hangzhou, Zhejiang 310007,ZHANG Jingzhong The People's Republic of ChinaXUAN Daoguang Non-executive DirectorsZHANG LuyunZHANG Yang Independent Non-executive DirectorsTUNG Chee ChenZHANG JunshengZHANG Liping Dear Sir or Madam: NOTICE OF EXTRAORDINARY GENERAL MEETING AND PROFILES OF CANDIDATES OF THE BOARD OF DIRECTORS AND THE SUPERVISORY COMMITTEE OF THE FOURTH SESSION INTRODUCTION The board of directors comprises nine directors including four executivedirectors and five non-executive directors (three of whom are independentnon-executive directors), while the supervisory committee comprises fivesupervisors including four outside supervisors (including three independentsupervisors and one supervisor representing the shareholders) and one supervisorrepresenting the employees of the Company. Under the Articles of Association of the Company, all directors and supervisorsof each session will hold office for a term of three years, and if eligible, mayoffer themselves for re-election. All of the directors and outside supervisorsof a new session will be elected in a general meeting through resolutionsadopted by more than half of the voting rights held by the shareholders(including their proxies) attending the meeting. The supervisor representing theemployees will be elected by the employees of the Company. NOTICE OF EXTRAORDINARY GENERAL MEETING As the term of the board of directors and the supervisory committee of the thirdsession will expire on February 28, 2006, an EGM of the Company will be held at9:00 a.m. on Tuesday, February 14, 2006 at 12th Floor, Block A, Dragon CenturyPlaza, 1 Hangda Road, Hangzhou, Zhejiang 310007, the PRC, to elect members ofthe board of directors and the supervisory committee of the fourth session,except for the supervisor representing the employees of the Company, and to fixtheir respective remunerations. A notice of the EGM is set out on page 8-10 ofthis circular. NAMES AND PROFILES OF THE CANDIDATES OF THE BOARD OF DIRECTORS OF THE FOURTHSESSION The proposed candidates of the board of directors of the fourth session of theCompany are nominated by the Nomination and Remuneration Committee of theCompany. Mr. GENG Xiaoping, Mr. FANG Yunti, Mr. ZHANG Jingzhong, Ms. ZHANGLuyun, Ms. ZHANG Yang, Mr. TUNG Chee Chen, Mr. ZHANG Junsheng and Mr. ZHANGLiping are members of the board of the third session and have been nominated ascandidates for re-election as members of the board of the fourth session. Mr.JIANG Wenyao is a newly nominated candidate for election as a member of theboard of the fourth session. The profiles of the candidates nominated to theboard of directors of the fourth session are as follows: Executive directors Mr. GENG Xiaoping, born in 1948, is the Chairman of the Company. Mr. Genggraduated from the East China College of Political Science and Law in 1984. From1979 to 1991, he held various positions at the People's Procuratorate ofZhejiang Province including Secretary, Division Chief and Deputy Procurator. In1991, he was appointed as Deputy Director of the Zhejiang Provincial ExpresswayExecutive Commission where he was responsible for the business operation andadministration of the expressway system in Zhejiang Province. Mr. Geng was theGeneral Manager and Chairman of the Company from March 1997 to March 2002. SinceDecember 2001, he has been appointed as a Director and General Manager of theCommunications Investment Group. He resigned from the office of the GeneralManager of the Company in March 2002. Mr. FANG Yunti, born in 1950, is a Senior Engineer, an Executive Director andthe General Manager of the Company responsible for the overall management of theCompany. Mr. Fang graduated from Tsinghua University in 1976 with a major inautomotive engineering. From 1983 to 1988, he was the Deputy General Manager ofZhejiang Province Automobile Transport Company. From 1988 to 1990, he was theChief Engineer at the Provincial Road Transport Company. During the period from1991 to 1996, he was the Deputy Chief and Chief of the Operating Administrativeand Technical Equipment Divisions of the Zhejiang Provincial ExpresswayExecutive Commission, where his responsibilities included operation managementand equipment management in relation to the Shanghai-Hangzhou-Ningbo Expressway.Mr. Fang was an Executive Director and the Deputy General Manager of the Companyfrom March 1997 to March 2002. Since March 2002, he has been an ExecutiveDirector and the General Manager of the Company. Mr. ZHANG Jingzhong, born in 1963, is a Senior Lawyer, an Executive Director andCompany Secretary of the Company. Mr. Zhang graduated from Zhejiang University(previously known as Hangzhou University) in July 1984 with a bachelor's degreein law. In 1984, he joined the Zhejiang Provincial Political Science and LawPolicy Research Unit. From 1988 to 1994, he was the Associate Director ofHangzhou Municipal Foreign Economic Law Firm. In 1992, he obtained thequalifications required by the regulatory authorities in China to practicesecurities law. In January 1994, Mr. Zhang became a Senior Partner at T&C LawFirm in Hangzhou. Mr. Zhang has been an Executive Director of the Company sinceApril 1997, and was appointed Deputy General Manager in March 2002. Since March2003, he has been the Company Secretary. Mr. JIANG Wenyao, born in 1966, is the Deputy General Manager of the Company.Mr. Jiang graduated from Zhejiang University, majoring in industrial automationand manufacturing mechanics, and obtained a master's degree in engineering.From March 1991 to February 1997, he worked in the Engineering Division and thePlanning and Finance Division of the Zhejiang Provincial Expressway ExecutiveCommission. He joined the Company since March 1997, and has served as DeputyManager of the General Department, Manager of the Equipment Department, Managerof the Operation Department, Assistant General Manager and Company Secretary. Non-executive directors Ms. ZHANG Luyun, born in 1961, is a Director and Deputy General Manager of theCommunications Investment Group. Ms. Zhang graduated from Zhejiang University,majoring in administration and management. From 1983 to 1997, she served as theSecretary, Deputy Chief and Chief of the Office of Hangzhou City Government. In1997, she was the Deputy President of Hangzhou Broadcasting and TV College andreceived the title of the Assistant Researcher in college-teaching. She joinedthe Communications Investment Group in December 2001 and has been a Director andDeputy General Manager of the Communications Investment Group since then. Ms. ZHANG Yang, born in 1964, is the General Assistant Manager and the Managerof the Securities Department of Huajian Transportation Economic DevelopmentCenter. In 1987, she graduated from Lanzhou University with a bachelor's degreein economics. In 2001, she completed the postgraduate studies in economicsmanagement at the Central Party School. From 1987 to 1994, she worked for theMinistry of Aviation. Ms. Zhang is currently a Non-executive Director ofShenzhen Expressway Company Limited, Sichuan Expressway Company Limited andXiamen 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 theNomination and Remuneration Committee and the Chairman of the Audit Committee ofthe 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'sdegree in mechanical engineering at the Massachusetts Institute of Technology inthe United States. Mr. Tung has been an Independent Non-executive Director ofthe Company since March 1997. In addition, Mr. Tung also holds directorships inthe following listed public companies: Chairman (Executive Director) of OrientOverseas (International) Limited, and as an Independent Non-executive Directorof BOC Hong Kong (Holdings) Limited, Cathay Pacific Airways Limited, PetroChinaCompany Limited, Sing Tao News Corporate Limited and U-Ming Marine TransportCorp. Mr. ZHANG Junsheng, born in 1936, is a Professor, an Independent Non-executiveDirector and a member of the Audit Committee and the Nomination and RemunerationCommittee of the Company. Mr. Zhang graduated from Zhejiang University in 1958,and was a Lecturer, an Associate Professor, and an Advising Professor atZhejiang University. He was also a professor concurrently at, amongst otheruniversities, Zhongshan University. In 1980, he became the Deputy GeneralSecretary of Zhejiang University. In 1983, Mr. Zhang served as the DeputyGeneral Secretary in the Hangzhou City Government. In 1985, he began to work forthe Xinhua News Agency, Hong Kong Branch, and became its Deputy Director in1987. Since September 1998, Mr. Zhang has taken up the position of GeneralSecretary of Zhejiang University. In addition, Mr. Zhang is currently a SpecialAdvisor to the Zhejiang Provincial Government, a Director to the ZhejiangProvince Economic Development Consultation Committee, a Chairman of ZhejiangUniversity Development Committee and an Honorary Doctor of Science of the CityUniversity of Hong Kong. Mr. Zhang has been an Independent Non-executiveDirector of the Company since March 2000. Mr. ZHANG Liping, born in 1958, is a Managing Director of Credit Suisse FirstBoston and Country Head of China. He is an Independent Non-executive Director, amember of the Audit Committee and the Chairman of the Nomination andRemuneration Committee of the Company. Mr. Zhang graduated from University ofInternational Business & Economics of Beijing and received a master's degree ininternational affairs and international laws from St. John's University in NewYork. He also attended New York University's MBA program. Mr. Zhang held anumber of senior positions at other organizations, including CEO of ImagiInternational Holdings Limited, Managing Director of Pacific Concord HoldingsLimited, Geographic Head - Greater China Region, Dresdner Banking Group,Chairman & Managing Director of Seapower Financial Services Group, and Directorof the Investment Banking Division and China Chief Representative of MerrillLynch Co. & Inc. Mr. Zhang has been an Independent Non-executive Director of theCompany since March 2003. In addition, Mr. Zhang had served as an IndependentNon-executive Director in Anhui Expressway Co., Ltd. from 2002 to 2005. NAMES AND PROFILES OF THE CANDIDATES TO THE SUPERVISORS OF THE SUPERVISORYCOMMITTEE OF THE FOURTH SESSION The outside supervisors of the Company are elected and removed at a generalmeeting, whereas the supervisor representing the employees is elected andremoved by the employees of the Company. Mr. MA Kehua, Mr. ZHENG Qihua, Mr.JIANG Shaozhong and Mr. FANG Zhexing are the members of the supervisorycommittee of the third session. Mr. MA Kehua has been nominated for re-electionas the supervisor representing shareholders, while Mr. ZHENG Qihua and Mr. JIANGShaozhong have been nominated for re-election as the independent supervisors ofthe supervisory committee of the fourth session. Mr. WU Yongmin is a newlynominated candidate for election as an independent supervisor of the supervisorycommittee of the fourth session. Mr. FANG Zhexing has been nominated forre-election as the supervisor representing employees of the Company (to beelected by employees of the Company). The profiles of the candidates to the newsupervisory committee are as follows: Supervisor representing shareholders Mr. MA Kehua, born in 1952, is a Senior Economist, the Chairman of theSupervisory Committee. Mr. Ma graduated from Shanghai Railway Institute in 1977,after which he worked as an Engineer at Shanghai Railway Bureau No.1Construction Company and the Plumbing and Electricity Section of ShanghaiRailway Bureau, Hangzhou Branch. Mr. Ma was in charge of the Planning andFinance Division at the Zhejiang Local Railway Company, and in 1993 became theDeputy Division Chief and Division Chief of Zhejiang Jinwen Railway ExecutiveCommission responsible for materials supply. Mr. Ma took up the post of DeputyGeneral Manager of Zhejiang Provincial High Class Highway Investment CompanyLimited in June 1999, and is currently the Assistant General Manager of theCommunications Investment Group. Independent supervisors Mr. ZHENG Qihua, born in 1963, is a Senior Accountant and an independentnon-executive member of the Supervisory Committee of the Company. Mr. Zheng wasamong the first batch of Chinese registered accountants who obtainedqualifications required for practicing accountancy involving securities in 1992.He has working and training experience in Hong Kong and Singapore, and he workedwith the Listing Division of the China Securities Regulatory Commission during1997 and 1998. He was a member of the Sixth Session of the Listing Review Boardof the China Securities and Regulatory Commission in 2004. He is currently theDeputy General Manager of Zhejiang Pan-China Certified Public Accountants and aguest professor at Zhejiang Gongshang University and Zhejiang Finance &Economics Institute. Mr. JIANG Shaozhong, born in 1946, is a Professor. Mr. Jiang graduated from theManagement Department of Zhejiang University with a master's degree. From 1982he worked in the Management Department of Zhejiang University as Lecturer,Assistant Professor, Professor, Dean of Research Office and Deputy Dean of theDepartment. 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 theFinancial Division, the Chief of the Teaching Division and the Deputy Manager ofthe Management Department of Zhejiang University. He is currently the DeputyGeneral Accountant of Zhejiang University. Mr. WU Yongmin, born in 1963, is an Assistant Professor. Mr. Wu graduated fromChina University of Political Science and Law with a master's degree. He was theDeputy Dean of the Department of Law at Hangzhou University, Deputy Dean of theDepartment of Law at Zhejiang University's Law School, and Director of Zheda LawFirm. Mr. Wu studied at the Christian-Albrechts-Universit|$$|Adat zu Kiel in1996 as a visiting scholar. He is currently the Acting Dean of the Department ofLaw at the Law School of Zhejiang University, a Supervisor for master's degreecandidates in Business Law, a member of China Business Law Research Council,Deputy Director of Zhejiang Tax Law Research Council, an Arbitrator of HangzhouArbitration Committee, and a Lawyer at Zhejiang Zeda Law Firm. Supervisor representing employees (To be elected by employees of the Company) Mr. FANG Zhexing, born in 1965, is a Senior Engineer, the Manager of the HumanResources Department of the Company. He is also the Chairman of Hangzhou ShidaExpressway Co., Ltd. Mr. Fang graduated from Zhejiang University in engineeringwhere he received a master's degree. From 1986 to 1988 he was the AssistantEngineer in the Project Management Office of the Electric Power and WaterConservancy Bureau in Taizhou. From 1991 until 1997, he was the Engineer in theProject Management Office of Zhejiang Provincial Expressway ExecutiveCommission, where he participated in the project management ofShanghai-Hangzhou-Ningbo Expressway. Since March 1997, he has served as theDeputy Manager and the Manager of the Planning and Development Department, theManager of the Project Development Department, the Director of QualityManagement Office and the Director of Internal Audit Department of the Company. OTHER INFORMATION Save as disclosed in the above, the proposed candidates for the board ofdirectors and supervisors of the fourth session of the Company have norelationships with any directors, senior management or substantial orcontrolling shareholders of the Company. The proposed term of office of the directors and supervisors of the fourthsession will be for a period of three years, commencing on March 1, 2006 andexpiring on February 28, 2009. Interests in shares and underlying shares None of the proposed candidates for the board of directors and supervisors ofthe fourth session of the Company has an interest in the shares of the Company(within the meaning of Part XV of the Securities and Futures Ordinance). Directors and supervisors' emoluments The proposed remunerations for executive directors, which are fixed for theirthree-year term of service based on last year's remuneration of the currentsession, are as follows: 1st year 2nd year 3rd year Rmb Rmb Rmb Chairman 899,000 899,000 899,000Director/General Manager 689,000 689,000 689,000Director/Deputy General Manager 595,000 595,000 595,000Director/Company Secretary 370,000 370,000 370,000 Non-executive directors and supervisors do not receive any fixed remunerationsfrom the Company, though all directors and supervisors are provided withallowances that are subject to their levels of participation in the Company'smeetings as determined by the board of directors at their discretion and thereare no applicable scale for determining such remuneration. There are no other matters that need to be brought to the attention to theshareholders of the Company. By order of the Board ZHANG Jingzhong Company Secretary December 30, 2005 Notice of Extraordinary General Meeting (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") ofZhejiang Expressway Co., Ltd. (the "Company") will be held at 9:00 a.m. onTuesday, February 14, 2006 at 12th Floor, Block A, Dragon Century Plaza, 1Hangda Road, Hangzhou, Zhejiang 310007, the People's Republic of China (the "PRC") for the conduct of the following business: As ordinary resolutions: 1. To elect directors of the Company and approve their remuneration; 2. To elect supervisors of the Company and approve their remuneration; 3. To authorize the board of directors of the Company to approve thedirectors' service contracts, the supervisors' service contracts and all otherrelevant documents and to authorize any one executive director of the Company tosign such contracts and other relevant documents for and on behalf of theCompany and to take all necessary actions in connection therewith. By Order of the Board ZHANG Jingzhong Company Secretary Hangzhou, Zhejiang Province, the PRC December 30, 2005 Notes: 1. Registration procedures for attending the EGM (1) Holders of H shares of the Company ("H Shares") and domestic shares ofthe Company ("Domestic Shares") intending to attend the EGM should return thereply slip for attending the EGM to the Company by post or by facsimile (addressand facsimile numbers are shown in paragraph 5 below) such that the same shallbe received by the Company on or before January 24, 2006. (2) A shareholder or his/her/its proxy should produce proof of identity whenattending the EGM. If a corporate shareholder appoints its legal representativeto attend the meeting, such legal representative shall produce proof of identityand a copy of the resolution of the board of directors or other governing bodyof such shareholder appointing such legal representative at the meeting. 2. Proxy (1) A shareholder eligible to attend and vote at the EGM 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 theappointor or his/her/its attorney. If the appointor is a corporation, the sameshall be affixed with its common seal or signed by its director(s) or dulyauthorized representative(s). If the form of proxy is signed by the attorney ofthe appointor, 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 below and, in the case of holders of H Shares, toHong Kong Registrars Limited at 46th Floor, Hopewell Center, 183 Queen's RoadEast, Hong Kong, not less than 24 hours before the time designated for theholding of the EGM. (4) Shareholders and proxies shall exercise the right to vote by poll. 3. Closure of Register of Members The register of members holding H shares of the Company will be closed fromJanuary 15, 2006 to February 13, 2006 (both days inclusive). 4. Eligibility for attending the Extraordinary General Meeting Holders of H Shares who intend to attend the EGM 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,January 13, 2006. 5. Miscellaneous (1) The EGM 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: 12th Floor, Block A Dragon Century Plaza 1 Hangda Road Hangzhou, Zhejiang 310007 People's Republic of China Telephone No.: (+86)-571-8798 7700Facsimile No.: (+86)-571-8795 0329 (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 asmy (our) proxy, to attend and vote on my (our) behalf in respect of the ordinaryresolutions in accordance with the instruction(s) below at the extraordinarygeneral meeting of the Company (the "EGM") to be held at 9:00 a.m. onTuesday, February 14, 2006 at 12th Floor, Block A, Dragon Century Plaza, 1Hangda Road, Hangzhou, Zhejiang Province, 310007, the People's Republic ofChina (the "PRC"), for the purpose of considering and, if thought fit,passing the resolutions as set out in the notice convening the EGM. In theabsence of any indication, the proxy may vote for or against the resolutions athis own discretion (note 4). Ordinary Resolutions: For (note 4) Against (note 4)1. To elect directors of the Company and approve their remuneration.2. To elect supervisors of the Company and approve their remuneration.3. To authorize the board of directors of the Company to approve the directors' service contracts, the supervisors' service contracts and all other relevant documents and to authorize any one 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. Date: ______________________, 2006 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 proxywill be deemed to relate to all of the shares in the capital of the Companyregistered 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 leftblank, 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 providedthat such proxies must attend the EGM in person on your behalf. Any alterationmade to this proxy form must be signed by the signatory. 4. As voting will take place by poll, please insert the number of share(s)you wish to vote for or against the resolutions in the appropriate boxes. In theabsence of any such indication, the proxy will vote or abstain at thisdiscretion. 5. This form of proxy must be signed under hand by you or your attorneyduly authorized in that behalf. If the appointor is a corporation, this formmust be affixed with its common seal or signed by its director(s) or dulyauthorized representative(s). 6. This form of proxy together with the power of attorney or any otherauthorization document(s) which have been notarized, must be delivered, in thecase of a holder of domestic share(s), to the Company at 12th Floor, Block A,Dragon Century Plaza, 1 Hangda Road, Hangzhou, Zhejiang Province, 310007, thePRC and in the case of a holder of H share(s), to Hong Kong Registrars Limitedat 46th Floor, Hopewell Center, 183 Queen's Road East, Hong Kong, at least 24hours before the time designated for the holding of the EGM. * Please delete as appropriate. (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)* ofZhejiang Expressway Co., Ltd. (the "Company") hereby confirm that I(we) wishto attend or appoint a proxy to attend on my(our) behalf at the extraordinarygeneral meeting of the Company (the "EGM") to be held at 9:00 a.m. onTuesday, February 14, 2006 at 12th Floor, Block A, Dragon Century Plaza, 1Hangda Road, Hangzhou, Zhejiang Province, 310007, the People's Republic ofChina (the "PRC"). Signature: _________________________________________________________________ Date: ______________________________________________________________________ Note: Eligible shareholders who wish to attend the EGM are advised to completeand return this reply slip to the Company at 12th Floor, Block A, Dragon CenturyPlaza, 1 Hangda Road, Hangzhou, Zhejiang Province, 310007, the PRC by post or byfacsimile (fax no.: (+86)-571-8795 0329) such that the same shall be received bythe Company on or before January 24, 2006. Failure to sign and return this slip,however, will not preclude an eligible shareholder from attending the EGM. * Please delete as appropriate. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
ZHEH.L