Notice of EGM, Proxy Form and Reply Slip

Hong Kong Stock 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 the extraordinary general meeting (the "EGM") of Zhejiang Expressway Co., Ltd.
(the "Company") will be held at 10 a.m. on Monday, December 29, 2014 at 12/F, Block A, Dragon Century Plaza, 
1 Hangda Road, Hangzhou, Zhejiang Province, 310007, 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 
resolutions:

                                       AS ORDINARY RESOLUTIONS


1. to elect Mr. Dai Benmeng as a non-executive director of the Company, and to consider and approve his
   allowance package;
 
2. to elect Mr. Zhou Jianping as a non-executive director of the Company, and to consider and approve
   his allowance package;

3. to elect Ms. Lee Wai Tsang, Rosa as an independent non-executive director of the Company, and to 
   consider and approve her allowance package; and

4. to authorise the board of directors of the Company to approve the proposed directors' service contracts
   and all other relevant documents and to authorise any one executive director of the Company to sign 
   such contracts and other relevant documents for and on behalf of the Company and to take all necessary
   actions in connection therewith.

                                                                                 By order of the Board
                                                                              ZHEJIANG EXPRESSWAY CO., LTD.
                                                                                       Tony Zheng
                                                                                    Company Secretary

Hangzhou, PRC
14 November 2014
 
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 5(2) below) such that the same
     shall be received by the Company on or before December 8, 2014.

(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 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


(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 need not be a shareholder
     of the Company.

(2)  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 authorised representative(s). If the
     instrument appointing a proxy is signed by a person authorised by the appointor, the power of attorney
     or other authorisation document(s) shall be notarised.

(3)  To be valid, the power of attorney or other authorisation document(s) (which have been notarised)
     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 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 the 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 determining the shareholders' entitlement to attend and vote at the EGM, the register of
members holding H Shares of the Company will be closed from November 29, 2014 to December 28, 2014 (both days
inclusive).
 
4. Last day of transfer and record date


Holders of H Shares who intend to attend and vote at the EGM must deliver all transfer instruments and the
relevant share 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 4:30 p.m. on November 28, 2014.

For the purpose of the EGM, the record date will be December 4, 2014.


5. 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 310007 
    People's Republic of China
    Telephone No.: ([phone]
    Facsimile No.: ([phone]


As at the date of this notice, the executive directors of the Company are: Mr. ZHAN Xiaozhang, 
Ms. LUO Jianhu and Mr. DING Huikang; the non-executive directors of the Company are: Mr. LI Zongsheng,
Mr. WANG Weili and Mr. WANG Dongjie; and the independent non-executive directors of the Company are:
Mr. ZHANG Junsheng, Mr. ZHOU Jun and Mr. 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 related       | H Shares/Domestic Shares*     |
                                  | to this 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 
10 a.m. on Monday, December 29, 2014 at 12/F, Block A, Dragon Century Plaza, 1 Hangda Road, Hangzhou, 
Zhejiang Province, 310007, 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 Resolutions                            |  For (note 4)  | Against(note 4)  |
============================================================================================================
|1. To elect Mr. Dai Benmeng as a non-executive director of            |                |                  |
|   the Company, and approve his allowance package                     |                |                  |
|                                                                      |                |                  |
|2. To elect Mr. Zhou Jianping as a non-executive director             |                |                  |
|   of the Company, and to approve his allowance package               |                |                  |
|                                                                      |                |                  |
|3. To elect Ms. Lee Wai Tsang, Rosa as an independent non-executive   |                |                  |
|   director of the Company, and to approve her allowance package      |                |                  |
|                                                                      |                |                  |
|4. To authorise the board of directors of the Company to approve the  |                |                  |
|   proposed directors' service contracts and all other relevant       |                |                  |
|   documents and to authorise any one executive director of the       |                |                  |
|   Company to sign such contracts and other relevant documents for    |                |                  |
|   and on behalf of the Company and to take all necessary actions     |                |                  |
|   in connection therewith                                            |                |                  |
============================================================================================================  




Date: __________________________________, 2014            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 authorised 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 authorised representative(s). 

6. This form of proxy together with the power of attorney or any other authorisation document(s) which have
   been notarised, 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, 310007, the PRC 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 10 a.m. on Monday, December 29, 2014 at 12/F, Block A,
Dragon Century Plaza, 1 Hangda Road, Hangzhou, Zhejiang Province, 310007, the People's Republic
of China (the "PRC").





Signature:_______________________________________

Date:______________________________, 2014


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 310007, the PRC by post or by facsimile (facsimile no.: ([phone]) such
        that the same shall be received by the Company on or before December 8, 2014. Failure to sign
        and return this slip, however, will not preclude an eligible shareholder from attending the EGM.

*	Please delete as appropriate.