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PROCEDURE FOR SH
AREHOLDERS
TO PROPOSE A PERSON FOR
ELECTION AS DIRECTOR
In accordance with Article 116 of the Artic
les of Association
of Hopewell Highway
Infrastructure Limited (the “
Company
”), no person (other than a re
tiring Director) shall be
eligible for election to the office of Di
rector at any general meeting unless:
(a)
he/she is recommended by the Boar
d of Directors for election; or
(b)
notice in writing of the inten
tion to propose that person for
election as a Director and
notice in writing by that person of his/her wi
llingness to be elec
ted shall have been
given to the Company provide
d that the minimum length
of the period, during which
such notices are given, shall be at least seve
n days and that the period for lodgment of
such notices shall commence no earlier than the day after the despatch of the notice of
the general meeting appointed for such electi
on and end no later than
seven days prior to
the date of such meeting (the “
Specified Period
”).
Accordingly, if a sharehol
der of the Company (the “
Shareholders
”, and each a
“
Shareholder
”) wishes to propose a person for election
as a Director at a
general meeting of
the Company, the following documents must be validly served to the attention of Company
Secretary of the Company at Room 63-02, 63
rd
Floor, Hopewell Centre, 183 Queen’s Road
East, Wan Chai, Hong Kong within the Specified Period:
(1)
a written and signed notice of intention to pr
opose a resolution for
election of a person
as Director at the general meeting. The notice must include (a) the name of the
nominating Shareholder; (b) his/
her contact details; and (c) th
e number of shares of the
Company held by the nomina
ting Shareholder; and
(2)
a written notice signed by the nominated candida
te of his/her willingness to be elected
together with the information set out below:
(a)
full name and age;
(b)
positions held with the Company and/or
other members of the Company’s group of
companies (if any);
(c)
experience including (i) other directorship
s held in the past 3 years in public
companies of which the securities are li
sted on any securities market in Hong
Kong or overseas, and (ii) other ma
jor appointments and professional
qualifications;
(d)
current employment and such other information (which may include business
experience and academic qualific
ations) of which Sharehol
ders should be aware of,
pertaining to the ability or
integrity of the candidate;
* For identification purpose only
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(e)
length or proposed length of
service with the Company;
(f)
relationships with any Direct
ors, senior management, s
ubstantial shareholders or
controlling shareholders (as defined in
The Rules Governing the Listing of
Securities on The Stock Exchange of Hong Kong Limited (“
Listing Rules
”)) of
the Company, or an appropriate negative statement;
(g)
interests in shares of the Company within
the meaning of Part XV of the Securities
and Futures Ordinance, or an
appropriate negative statement;
(h)
a declaration made by the nominated candidate in respect of the information
required to be disclosed pursuant to Rule
13.51(2)(h) to (w) of the Listing Rules,
or an appropriate negative statement to th
at effect where there is no information to
be disclosed pursuant to any of such re
quirements nor there are any other matters
relating to that nominated candidate’s standing for election as a Director that
should be brought to shareholders’ attention; and
(i)
contact details.
(3) The nominated candidate’s written consent
to the publication of hi
s/her personal data.
After receiving the afor
ementioned documents within the Sp
ecified Period, a
resolution will
be moved at the general meeting to seek the
Shareholders’ approval of the election of the
nominated candidate as a Director.
29 March 2012
www.hopewellhighway.com/WebSite_en/...ion_as_Directors_Eng.pdf