15th Feb 2006 12:53
The Stock Exchange of Hong Kong Limited takes no responsibility for thecontents of this announcement, makes no representation as to its accuracy orcompleteness and expressly disclaims any liability whatsoever for any losshowsoever arising from or in reliance upon the whole or any part of thecontents 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 EGMZhejiang Expressway Co., Ltd. (the "Company") held an extraordinary generalmeeting (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, thePRC, to elect members of the fourth session board of directors ("Board ofDirectors") and supervisory committee ("Supervisory Committee") of the Company,except for the supervisor representing the employees of the Company, and to fixtheir respective remunerations.Three shareholders of the Company (the "Shareholders") attended the EGM byproxy, representing a total of 3,443,001,925 shares of the Company entitled toattend and to vote at the EGM, or 79.27% of total issued share capital of theCompany. Chairman of the Company, Mr. Geng Xiaoping, chaired the EGM. Votingsat 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 fourthsession Board of Directors, and approved their respective remunerations, with3,207,268,714 shares voted in the affirmative (representing 93.15% of the totalshares held by the Shareholders present at the EGM) and 235,733,211 sharesvoted in the negative (representing 6.85% of the total shares held by theShareholders 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 SupervisoryCommittee, and approved their respective remunerations, with 3,386,745,627shares voted in the affirmative (representing 98.37% of the total shares heldby the Shareholders present at the EGM) and 730,000 shares voted in thenegative (representing 0.02% of the total shares held by the Shareholderspresent at the EGM); and3. Resolved to authorize the Board of Directors to approve the directors'service contracts, the supervisors' service contracts and all other relevantdocuments and to authorize any one of the 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, with3,436,539,627 shares voted in the affirmative (representing 99.81% of the totalshares held by the Shareholders present at the EGM) and no share voted in thenegative.The total number of issued shares of the Company entitling the holders toattend and vote for or against the ordinary resolutions at the EGM was4,343,114,500. There was no share entitling any holder to attend and vote onlyagainst the ordinary resolutions at the EGM. Mr. Harvey Chen of Deloitte ToucheTohmatsu Certified Public Accountants was appointed and acted as scrutineer forthe vote taking during the EGM. No person was required to abstain from votingat the EGM in relation to the above.PROFILES OF THE ELECTED MEMBERS OF THE FOURTH SESSION BOARD OF DIRECTORSExecutive DirectorsMr. 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.From 1979 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 theChairman 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 ofZhejiang Communications Investment Group Co., Ltd. (the "CommunicationsInvestment Group"), the controlling shareholder of the Company. He resignedfrom 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 andthe General Manager of the Company responsible for the overall management ofthe Company. Mr. Fang graduated from Tsinghua University in 1976 majoring 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-NingboExpressway. Mr. Fang was an Executive Director and the Deputy General Managerof the Company from March 1997 to March 2002. Since March 2002, he has been anExecutive Director and the General Manager of the Company. Mr. Fang is also theChairman of Zhejiang Jiaxing Expressway Co., Ltd., Zhejiang Shangsan ExpresswayCo., Ltd., and Zhejiang Expressway Investment Development Co., Ltd., each asubsidiary of the Company.Mr. ZHANG Jingzhong, born in 1963, is a Senior Lawyer, an Executive Directorand Company Secretary of the Company. Mr. Zhang graduated from ZhejiangUniversity (previously known as Hangzhou University) in July 1984 with abachelor's degree in law. In 1984, he joined the Zhejiang Provincial PoliticalScience and Law Policy Research Unit. From 1988 to 1994, he was the AssociateDirector of Hangzhou Municipal Foreign Economic Law Firm. In 1992, he obtainedthe qualifications 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 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 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.Mr. Jiang also serves as the General Manager at Zhejiang Expressway InvestmentDevelopment Co., Ltd., a subsidiary of the Company. He is the only newlyelected member of the fourth session Board of Directors.Non-executive DirectorsMs. 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 Directorand Deputy General Manager since then.Ms. ZHANG Yang, born in 1964, is the Assistant General Manager and the Managerof the Securities Department of Huajian Transportation Economic DevelopmentCenter, a substantial shareholder of the Company. In 1987, she graduated fromLanzhou University with a bachelor's degree in economics. In 2001, shecompleted the postgraduate studies in economics management at the Central PartySchool. From 1987 to 1994, she worked for the Ministry of Aviation. Ms. Zhangis currently a Non-executive Director of Shenzhen Expressway Company Limited,Sichuan Expressway Company Limited and Xiamen Port Development Company Limited.Independent Non-executive DirectorsMr. 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 Committeeof the Company. Mr. Tung was educated at the University of Liverpool, England,where he received his bachelor's degree in science. He later obtained amaster's degree in mechanical engineering at the Massachusetts Institute ofTechnology in the United States. Mr. Tung has been an Independent Non-executiveDirector of the Company since March 1997. In addition, Mr. Tung also holdsdirectorships in the following listed public companies: Chairman (ExecutiveDirector) of Orient Overseas (International) Limited, and an IndependentNon-executive Director of BOC Hong Kong (Holdings) Limited, Cathay PacificAirways Limited, PetroChina Company Limited, Sing Tao News Corporate Limitedand U-Ming Marine Transport Corp.Mr. ZHANG Junsheng, born in 1936, is a Professor, an Independent Non-executiveDirector and a member of the Audit Committee and the Nomination andRemuneration Committee of the Company. Mr. Zhang graduated from ZhejiangUniversity in 1958, and was a Lecturer, an Associate Professor, and an AdvisingProfessor at Zhejiang University. He was also a Professor at various otheruniversities, including Zhongshan University. In 1980, he became the DeputyGeneral Secretary of Zhejiang University. In 1983, Mr. Zhang served as theDeputy General Secretary in the Hangzhou City Government. In 1985, he began towork for the Xinhua News Agency, Hong Kong Branch, and became its DeputyDirector in 1987. Since September 1998, Mr. Zhang has taken up the position ofGeneral Secretary of Zhejiang University. In addition, Mr. Zhang is currently aSpecial Advisor to the Zhejiang Provincial Government, a Director to theZhejiang Province Economic Development Consultation Committee, a Chairman ofZhejiang University Development Committee and an Honorary Doctor of Science ofthe City University of Hong Kong. Mr. Zhang has been an IndependentNon-executive Director of the Company since March 2000.Mr. ZHANG Liping, born in 1958, is a Managing Director of Credit Suisse andCountry Head of China. He is an Independent Non-executive Director, a member ofthe Audit Committee and the Chairman of the Nomination and RemunerationCommittee of the Company. Mr. Zhang graduated from University of InternationalBusiness & Economics of Beijing and received a master's degree in internationalaffairs and international laws from St. John's University in New York. He alsoattended New York University's MBA program. Mr. Zhang held a number of seniorpositions at other organizations, including CEO of Imagi International HoldingsLimited, Managing Director of Pacific Concord Holdings Limited, ManagingDirector and Geographic Head - Greater China Region, Dresdner Banking Group,and Director of the Investment Banking Division and China Chief Representativeof Merrill Lynch Co. & Inc. Mr. Zhang has been an Independent Non-executiveDirector of the Company since March 2003. In addition, Mr. Zhang had served asan Independent Non-executive Director in Anhui Expressway Co., Ltd. from 2002to 2005.PROFILES OF ELECTED MEMBERS OF THE FOURTH SESSION SUPERVISORY COMMITTEESupervisor Representing ShareholdersMr. MA Kehua, born in 1952, is a Senior Economist and the Chairman of theSupervisory Committee. Mr. Ma graduated from Shanghai Railway Institute in1977, 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. Mr. Ma took up the post of Deputy General Manager of ZhejiangProvincial High Class Highway Investment Company Limited in June 1999, and iscurrently the Assistant General Manager of the Communications Investment Group.Independent SupervisorsMr. ZHENG Qihua, born in 1963, is a Senior Accountant. Mr. Zheng was among thefirst batch of Chinese registered accountants who obtained qualificationsrequired for practicing accountancy involving securities in 1992. He hasworking and training experience in Hong Kong and Singapore, and he worked withthe Listing Division of the China Securities Regulatory Commission during 1997and 1998. He was a member of the Sixth Session of the Listing Review Board ofthe 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 1982,he had 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 StanfordUniversity. From 1991 to 1998 he was the Deputy General Economist, the Chief ofthe Financial Division, the Chief of the Teaching Division and the DeputyManager of the Management Department of Zhejiang University. He is currentlythe Deputy General Accountant of Zhejiang University.Mr. WU Yongmin, born in 1963, is an Assistant Professor. Mr. Wu graduated fromChina 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, DeputyDean of the Department of Law at Zhejiang University's Law School, and Directorof Zheda Law Firm. Mr. Wu studied at the Christian-Albrechts-Universit|$$|Adatzu Kiel in 1996 as a visiting scholar. He is currently the Acting Dean of theDepartment of Law at the Law School of Zhejiang University, a Supervisor formaster's degree candidates in Business Law, a member of China Business LawResearch Council, Deputy Director of Zhejiang Tax Law Research Council, anArbitrator of Hangzhou Arbitration Committee, and a lawyer at Zhejiang Zeda LawFirm.Supervisor Representing Employees (Elected Separately by Employees of theCompany)Mr. FANG Zhexing, born in 1965, is a Senior Engineer and the Manager of theHuman Resources Department of the Company. He is also the Chairman of HangzhouShida Expressway Co., Ltd., a jointly controlled entity of the Company. Mr.Fang graduated from Zhejiang University where he received a master's degree inengineering. From 1986 to 1988 he was the Assistant Engineer in the ProjectManagement Office of the Electric Power and Water Conservancy Bureau inTaizhou, Zhejiang Province. 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.DIRECTORS AND SUPERVISORS' EMOLUMENTSThe remunerations for the executive directors as specified in their respectiveservice contracts, which are fixed for their three-year term of service andbased on last year's remuneration of the current session, are as follows: 1st year 2nd year 3rd year Rmb Rmb Rmb Chairman 899,000 899,000 899,000Director/General Manager 689,000 689,000 689,000Director/Deputy General Manager 595,000 595,000 595,000Director/Company Secretary 370,000 370,000 370,000Non-executive directors and supervisors do not receive any fixed remunerationfrom 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.OTHER INFORMATIONSave as disclosed in the above, the elected members of the fourth session Boardof Directors and Supervisory Committee have no relationships with anydirectors, senior management or substantial or controlling shareholders of theCompany.The term of office of the fourth session directors and supervisors will be fora period of three years, commencing on March 1, 2006 and expiring on February28, 2009.None of the elected members of the fourth session Board of Directors andSupervisory Committee has an interest in the shares of the Company (within themeaning of Part XV of the Securities and Futures Ordinance).APPRECIATIONThe Board of Directors would like to take this opportunity to especially thankMr. Xuan Daoguang for his excellent service and contribution to the Company,and Mr. Sun Xiaoxia for his fine service to the Company during his tenureserving as a Supervisor of the Company.Mr. Xuan was an Executive Director in the first and second sessions of theBoard of Directors, and served in a number of other executive positions at theCompany. He will retire from his current positions as an Executive Director ofthe third session of the Board of Directors and Deputy General Manager of theCompany 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 ofshareholders of the Company. By order of the Board ZHANG Jingzhong Company Secretary February 15, 2006As at the date of this announcement, the executive directors of the Companyare: Messrs. Geng Xiaoping, Fang Yunti, Zhang Jingzhong and Xuan Daoguang; 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