Notice of 2005 AGM

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") of
Zhejiang Expressway Co., Ltd. (the "Company") will be held at 9:00 a.m. on
Wednesday, 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 the
conduct 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 year
2005;

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 year
2005;

5. To consider and approve the financial budget for the year 2006; and

6. To consider and approve the re-appointment of Deloitte Touche Tohmatsu
Certified Public Accountants Hong Kong and Zhejiang Pan China Certified Public
Accountants as the Hong Kong auditors and the PRC auditors of the Company
respectively, and authorize the board of directors of the Company to fix their
remuneration.

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") to
amend the articles of association of the Company in the manner set out in the
circular of the Company dated April 27, 2006 to the shareholders of the Company
is hereby approved, and the Board is hereby authorized to modify the wordings
of the amendments as appropriate and to do all such things as necessary in
respect of the amendments pursuant to the requirements (if any) under domestic
or overseas laws or under the rules of any stock exchange on which any
securities of the Company are listed."

                                                          By Order of the Board
                                                             ZHANG Jingzhong   
                                                            Company Secretary  

Hangzhou, Zhejiang Province, the PRC

April 27, 2006

Notes: 1. Registration procedures for attending the AGM

(1) Holders of H shares of the Company ("H Shares") and domestic shares of the
Company ("Domestic Shares") intending to attend the AGM should return the reply
slip for attending the AGM to the Company by post or by facsimile (address and
facsimile numbers are shown in paragraph 5(2) below) such that the same shall
be received by the Company on or before May 24, 2006.

(2) A shareholder or his/her/its proxy should produce proof of identity when
attending the AGM. 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 at the
meeting.

2. Proxy

(1) A shareholder eligible to attend and vote at the AGM is entitled to
appoint, in written form, one or more proxies to attend and vote on his/her/its
behalf. A proxy needs not to be a member.

(2) A proxy should be appointed by a written instrument signed by the appointor
or his/her/its attorney. If the appointor is a corporation, the same shall be
affixed with its common seal or signed by its director(s) or duly authorized
representative(s). If the form of proxy is signed by the attorney of the
appointor, the power of attorney or other authorization document(s) of such
attorney 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 be
delivered, in the case of holders of Domestic Shares, to the Company at the
address 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's
Road East, Hong Kong, not less than 24 hours before the time designated for the
holding 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 proxies
shall only exercise the right to vote on a poll.

3. Closure of Register of Members

The register of members holding H shares of the Company will be closed from May
15, 2006 to June 13, 2006 (both days inclusive).

4. Eligibility for attending the AGM

Holders of H Shares who intend to attend the AGM must deliver all transfer
instruments and the relevant shares certificates to the share registrar for H
Shares, Hong Kong Registrars Limited at Rooms 1712-1716, 17th Floor, Hopewell
Center, 183 Queen's Road East, Hong Kong at or before 4:00 p.m. on Friday, May
12, 2006.

5. Miscellaneous

(1) The AGM will not last for more than one day. Shareholders who attend shall
bear their own traveling and accommodation expenses.

(2) The address of the Company is at:

12/F, Block A
Dragon Century Plaza
1 Hangda Road
Hangzhou, Zhejiang 310007
the People's Republic of China
Telephone No.: ([phone]
Facsimile No.: ([phone]

As at the date of this announcement, the executive directors of the Company
are: Messrs. Geng Xiaoping, Fang Yunti, Zhang Jingzhong and Jiang Wenyao; the
non-executive directors are: Messrs. Zhang Luyun and Zhang Yang; and the
independent non-executive directors are: Messrs. Tung Chee Chen, Zhang Junsheng
and Zhang Liping.