Notice of 2012 EGM, Proxy Form and Reply Slip

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited
take no responsibility for the contents of this announcement, make no representation 
as to its accuracy or completeness and expressly disclaim any liability whatsoever 
for any loss howsoever arising from or in reliance upon the whole or any part of the
contents 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)

                        NOTICE OF EXTRAORDINARY GENERAL MEETING

     NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting (the "EGM") of Zhejiang 
Expressway Co., Ltd. (the "Company") will be held at 3:00 p.m. on Friday, October 12, 
2012 at 12/F, Block A, Dragon Century Plaza, 1 Hangda Road, Hangzhou, Zhejiang Province, 
the People's Republic of China (the "PRC"), for the purpose of considering and, if 
thought fit, passing with or without modification or amendment the following resolution:

     "THAT an interim dividend of Rmb6 cents per share in respect of the six months ended 
June 30, 2012 be and is hereby approved and declared."


                                                  By order of the board of directors
                                                     Zhejiang Expressway Co., Ltd.
                                                               Tony Zheng
                                                            Company Secretary

Hangzhou, the PRC, 
August 28, 2012

Notes:

1. Registration procedures for attending the EGM

   (1) Holders of H shares of the Company ("H Shares") and domestic shares of the 
       Company ("Domestic Shares") intending to attend the EGM should return the 
       reply slip for attending the EGM to the Company by post or by facsimile
       (address and facsimile numbers are shown in paragraph 6(2) below) such that 
       the same shall be received by the Company on or before September 21, 2012.

   (2) A shareholder or his/her/its proxy should produce proof of identity when 
       attending the EGM. If a corporate shareholder appoints its legal representative 
       to attend the EGM, 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 to attend the EGM.

2. Proxy

   (1) A shareholder eligible to attend and vote at the EGM is entitled to appoint, 
       in written form, one or more proxies to attend and vote at the EGM on behalf
       of him/her/it. A proxy needs not be a shareholder of the Company.

   (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 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 6(2) below and, in the case of holders of H Shares, 
       to Hong Kong Registrars Limited at 17M Floor, Hopewell Center, 183 Queen's 
       Road East, Wanchai, Hong Kong, at least 24 hours before the time designated for 
       holding of the EGM.

   (4) Any vote of shareholders of the Company present in person or by proxy at the 
       EGM must be taken by poll.

3. Book closing period

   For the purpose of the EGM and to determine the shareholders who qualify for the 
   proposed interim dividend, the register of members holding H shares of the Company 
   will be closed from September 12, 2012 to October 11, 2012 (both days inclusive) 
   and from October 18, 2012 to October 23, 2012 (both days inclusive), respectively.

4. Last day of transfer and record date

   Holders of H Shares who intend to attend the EGM and qualify for the interim 
   dividend must deliver all transfer instruments and the relevant shares certificates 
   to Hong Kong Registrars Limited at Rooms 1712-1716, 17/F, Hopewell Center, 183 
   Queen's Road East, Wanchai, Hong Kong, at or before 4:30p.m. on Tuesday, September 
   11, 2012, and on Wednesday, October 17, 2012, respectively.

   For the purpose of the EGM and qualify for the proposed interim dividend, the record 
   date is September 17, 2012, and October 23, 2012, respectively.

5. Dividend payable date

   Upon relevant approval by shareholders at the EGM, the interim dividend is expected 
   to be paid out on November 16, 2012.

6. Miscellaneous

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

   (2) The registered address of the Company is:

       12/F, Block A, Dragon Century Plaza
       1 Hangda Road
       Hangzhou, Zhejiang Province
       People's Republic of China
       Postal Code: 310007

       Telephone No.: ([phone]
       Facsimile No.: ([phone]

As at the date of this notice, the executive directors of the Company are: Messrs. 
ZHAN Xiaozhang, LUO Jianhu and DING Huikang; the non-executive directors of the 
Company are: Messrs. LI Zongsheng, WANG Weili and WANG Dongjie; and the independent 
non-executive directors of the Company are: Messrs. ZHANG Junsheng, ZHOU Jun and PEI 
Ker-Wei.



========================================================================================


                             ZHEJIANG EXPRESSWAY CO., LTD.
             (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   H Shares/Domestic 
                                                 related to this    Shares*
                                                 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 as my (our) proxy, to 
attend and vote on my (our) behalf in respect of the resolution in accordance with the 
instruction(s) below at the extraordinary general meeting of the Company (the "EGM") to 
be held at 3:00 p.m. on Friday, October 12, 2012 at 12/F, Block A, Dragon Century 
Plaza, 1 Hangda Road, Hangzhou, Zhejiang Province, the People's Republic of China (the 
"PRC"), for the purpose of considering and, if thought fit, passing the resolution as 
set out in the notice convening the EGM. In the absence of any indication, the proxy 
may vote for or against the resolution at his own discretion (note 4).

 
Ordinary Resolution:                            For (note 4)         Against (note 4)

"THAT an interim dividend of Rmb6 
cents per share in respect of the 
six months ended June 30, 2012 
be and is hereby approved and 
declared."

Date: ______________, 2012                       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 proxy will be deemed to relate 
   to all of the shares in the capital of the Company registered 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 left blank, 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 provided that such proxies 
   must attend the EGM in person on your behalf. Any alteration made to this proxy 
   form must be signed by the signatory.

4. Please insert the number of share(s) you wish to vote for or against the resolution 
   in the appropriate boxes. In the absence of any such indication, the proxy may vote 
   or abstain from voting at his discretion.

5. This form of proxy must be signed under hand by you or your attorney duly authorized 
   in that behalf. If the appointor is a corporation, this form must be affixed with its
   common seal or signed by its director(s) or duly authorized representative(s).

6. This form of proxy together with the power of attorney or any other authorization 
   document(s) which have been notarized, must be delivered, in the case of a holder of 
   domestic share(s), to the Company at 12/F, Block A, Dragon Century Plaza, 1 Hangda 
   Road, Hangzhou, Zhejiang Province, the PRC (Postal Code: 310007), and in the case of 
   a holder of H share(s), to Hong Kong Registrars Limited at 17M Floor, Hopewell 
   Center, 183 Queen's Road East, Wanchai, Hong Kong, at least 24 hours before the 
   time designated for the holding of the EGM.

*  Please delete as appropriate.


========================================================================================



                             ZHEJIANG EXPRESSWAY CO., LTD.
             (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)* of 
Zhejiang Expressway Co., Ltd. (the "Company"), hereby confirm that I (we) wish to 
attend or appoint a proxy to attend on my (our) behalf the extraordinary general meeting 
of the Company (the "EGM") to be held at 3:00 p.m. on Friday, October 12, 2012 at 12/F, 
Block A, Dragon Century Plaza, 1 Hangda Road, Hangzhou, Zhejiang Province, the People's 
Republic of China (the "PRC").




Signature: ______________



Date: ______________ , 2012


Note: Eligible shareholders who wish to attend the EGM are advised to complete and return 
      this reply slip to the Company at 12/F, Block A, Dragon Century Plaza, 1 Hangda 
      Road, Hangzhou, Zhejiang Province, the PRC (Postal Code: 310007) by post or by 
      facsimile (facsimile no.: ([phone]) such that the same shall be received 
      by the Company on or before September 21, 2012. Failure to sign and return this slip, 
      however, will not preclude an eligible shareholder from attending the EGM.

*  Please delete as appropriate.