Notice of AGM, 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 2015 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the 2015 annual general meeting (the "AGM") of Zhejiang Expressway Co., Ltd. (the "Company") will be held at 10 a.m. on May 6, 2016 at 5/F, No. 2 Mingzhu International Business Center, 199 Wuxing Road, Hangzhou City, Zhejiang Province, 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 resolutions:

AS ORDINARY RESOLUTIONS

1. to consider and approve the report of the directors of the Company  (the "Directors") for the
    year 2015;

2. to consider and approve the report of the supervisory committee of the Company for the year
    2015;

3. to consider and approve the audited financial statements of the Company for the year 2015;

4. to consider and approve final dividend of RMB28 cents per share in respect of the year ended 
    December 31, 2015;

5. to consider and approve the final accounts of the Company for the year 2015 and the financial 
    budget of the Company for the year 2016;

6. to consider and approve the re-appointment of Deloitte Touche Tohmatsu Certified Public
    Accountants Hong Kong as the Hong Kong auditors of the Company, and to authorize the 
    board of Directors of the Company (the "Board") to fix their remuneration;

7. to consider and approve the re-appointment of Pan China Certified Public Accountants as the
    PRC auditors of the Company, and to authorize the Board to fix their remuneration;

AS SPECIAL RESOLUTIONS

8. To consider and approve the following resolutions as a special resolution:

    (a) upon approval by the National Association of Financial Market Institutional Investors, the
         issue of Super Short-Term Commercial Paper by the Company of not more than RMB1.5 billion (the
         "Super Short-Term Commercial Paper Issue"), on the conditions set forth
         below be and is hereby approved:

         Issue size:          Not more than RMB1.5 billion

         Term:                  Not more than 270 days from the date of issue

         Manner of issue: One-time registration with the relevant authorities but the Super Short-
                                  Term Commercial Paper will be issued in tranches

         Interest rate: Prevailing market rate of super short-term  commercial papers of similar 
                             maturity

         Use of Proceeds: To repay the borrowings of the Group and replenish working capital of the
                                    Group

    (b) the general manager of the Company be and hereby authorised, for a period of 30 months 
         from the date when this special resolution is approved by the shareholders of the Company 
         at the AGM, to determine in her absolute discretion and deal with matters in relation to the
         Super Short-Term Commercial Paper Issue, including but not limited to the following:

         i. to determine, to the extent permitted by laws and regulations and according to the
            Company's specific circumstances and the prevailing market conditions, the specific
            terms and arrangements of the Super Short-Term Commercial Paper Issue and make any
            changes and adjustments to such types and terms of the Super Short-Term Commercial
            Paper Issue, including but not limited to, the  types  of issue, time of issue, manner of
            issue, size of issue, issue price, term of maturity, interest rates, tranches and any other
            matters in relation to the Super Short-Term Commercial Paper Issue;

         ii. to appoint the relevant intermediaries in connection with the Super Short-Term Commercial 
            Paper Issue and to deal with filing and submission matters;

         iii. to enter into agreements, contracts and other legal documents relating to the Super Short-
             Term Commercial Paper Issue, and to disclose relevant information in accordance with the
             applicable laws and regulations; and

         iv. to deal with any other the matters in relation to the Super Short-Term Commercial Paper 
             Issue.

9. to consider and approve the grant of a general mandate to the Board to issue, allot and deal with
    additional H shares not exceeding 20% of the H shares of the Company in issue and authorize
    the Board to make corresponding amendments to the Articles of Association of the Company as
    it thinks fit so as to reflect the new capital structure upon the allotment or issuance of H shares,
    the details are as follows:

    "THAT:

    (A)    a. subject to paragraph (c) and in accordance with  the  relevant requirements of the Rules
                Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the
                Articles of Association of the  Company and the applicable laws and regulations of the
                People's Republic  of China, the exercise by the Board during the Relevant Period (as 
                hereinafter defined) of all the  powers  of  the  Company  to allot, issue and  deal with,
                either separately or concurrently, additional H shares of the  Company and to make or
                grant offers, agreements, options and rights of  exchange or conversion which might
                require the exercise of such  powers  be  hereby  generally  and  unconditionally
                approved;

              b. the approval in paragraph (a)  shall  authorize  the  Board  during  the Relevant Period 
                  to make or grant offers, agreements, options and rights of  exchange or conversion
                  which might require the exercise of such powers after the end of the Relevant Period;

              c. the aggregate nominal amount of H shares of the Company allotted, issued and dealt
                  with or agreed conditionally or unconditionally to be allotted, issued and dealt with
                  (whether pursuant to an option or otherwise) by the Board pursuant to the approval
                  granted in paragraph (a) shall not exceed 20% of the aggregate nominal amount of H
                  shares of the Company in issue on the date of passing this resolution, otherwise than
                  pursuant to (i) a Rights Issue (as hereinafter defined) or (ii) any scrip dividend or similar
                  arrangement providing for allotment of shares in lieu of the whole or part of a dividend
                  on shares of the Company in accordance with the Articles of Association of the
                  Company; and

              d. For the purpose of this special resolution:

                  "Relevant Period" means the period from the date of passing of this resolution until the
                  earliest of:

• the conclusion of the next annual general meeting of the Company;
• the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or other applicable laws to be held; and
• the revocation or variation of the authority given under this resolution by a special resolution in general meeting.

                  "Rights Issue" means an offer of shares open for a period fixed by the directors to
                  holders of shares on the register on a fixed record date in proportion to their then
                  holdings of such shares (subject to such exclusions or other arrangements as the
                  directors may deem necessary or expedient in relation to fractional entitlements or
                  having regard to any restrictions or obligations under the laws of, or the requirements of
                  any recognized regulatory body or any stock exchange in any territory outside Hong
                  Kong) and an offer, allotment or issue of shares by way of rights shall be construed
                  accordingly.

    (B)     The Board be authorized to make corresponding amendments to the Articles of
                Association of the Company as it thinks fit so as to reflect the new capital structure
                upon the allotment or issuance of shares  as  provided  in  sub- paragraph (a) of
                paragraph (A) of this resolution."

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

Hangzhou, the PRC
March 22, 2016

Notes:

1.            Registration procedures for attending the AGM

              (a)         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 6(b) below) such that the same
                           shall be received by the Company on or before April 15, 2016.

              (b)         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 to attend the meeting.

2.            Proxy

              (a)          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 at the AGM on behalf of
                           him/her/it. A proxy need not be a shareholder of the Company.

              (b)         A proxy shall be appointed by a written instrument signed by the appointor or an
                           attorney authorised by him/her/it for such purpose. If the appointor is a
                           corporation, the same shall be  affixed with the seal of such corporation, or
                           signed by its director(s) or duly authorized representative(s). If the instrument
                           appointing a proxy is signed by a person authorized by the appointor, the power
                           of attorney or other authorization document(s) shall be notarized.

              (c)         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(b) 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, Hong Kong,
                           at least 24 hours before the time designated for holding of the AGM.

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

3.            Book closing period

              For the purpose of the AGM and to determine the shareholders who qualify for the
              proposed final dividend, the register of members holding H shares of the Company will be
              closed from April 6, 2016 to May 5, 2016 (both days inclusive), and from May 12, 2016 to
              May 17, 2016 (both days inclusive).

4.            Last day of transfer and record date

              Holders of H Shares who intend to attend the AGM and qualify for the proposed final
              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, Hong Kong, at or before 4:30 p.m. on April 6, 2016 and on May 11, 2016,
              respectively.

              For the purpose of the AGM and qualify for the proposed final dividend, the record date will be
              April 11, 2016 and May 17, 2016, respectively.

5.            Dividend Payable date

              Upon relevant approval by shareholders at the AGM, the final dividend is expected to be
              paid out on June 15, 2016.

6.            Miscellaneous

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

              (b)         The principal place of business of the Company in the PRC is:

                           5/F, No. 2 Mingzhu International Business Center
                           199 Wuxing Road
                           Hangzhou City, Zhejiang Province
                           People's Republic of China
                           310020
                           Telephone No.: ([phone]
                           Facsimile No.: ([phone]

As at the date of this notice, the executive Directors of the Company are: Mr. ZHAN Xiaozhang, Mr. CHENG Tao and Ms. LUO Jianhu; the non-executive Directors of the Company are: Mr. WANG Dongjie, Mr. DAI Benmeng and Mr. ZHOU Jianping; and the independent non-executive Directors of the Company are: Mr. ZHOU Jun, Mr. PEI Ker- Wei and Ms. LEE Wai Tsang, Rosa.