Notice of EGM, Proxy Form and Reply Slip

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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 Thursday, 15 October 2015 at 5/F, No. 2 Mingzhu International Business Center, 199 Wuxing Road, Hangzhou City, 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 resolutions:

AS ORDINARY RESOLUTION

1.      "THAT:

a. the agreement dated 5 August 2015 (the "Hanghui Agreement") entered into between the Company and Zhejiang Communications Investment Group Co., Ltd. (the "Communications Group") (a copy of which is produced to the EGM marked "A" and initialed by the chairman of the EGM for the purpose of identification), and the terms and conditions thereof and the transactions contemplated thereunder and the implementation thereof be and are hereby approved and confirmed; and

b. the authorization to any one of the directors of the Company (the "Directors"), or any other person authorized by the board of the Directors (the "Board") from time to time, for and on behalf of the Company, among other matters, to sign, seal, execute, perfect, perform and deliver all such agreements, instruments, documents and deeds, and to do all such acts, matters and things and take all such steps as he or she or they may in his or her or their absolute discretion consider to be necessary, expedient, desirable or appropriate to give effect to and implement the Hanghui  Agreement and the transactions contemplated thereunder and all matters incidental to, ancillary to or in connection thereto, including agreeing and making any modifications, amendments, waivers, variations or extensions of the Hanghui Agreement or the transactions contemplated thereunder be and are hereby approved, ratified and confirmed."

2.      "THAT an interim dividend of RMB6 cents per share in respect of the six months ended 30 June 2015 be and is hereby approved and declared."

AS SPECIAL RESOLUTION

3.      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
28 August 2015

Notes:

1. The above mentioned ordinary resolution in respect of the Hanghui Agreement, shall be approved by independent shareholders of  the Company as required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. Communications Group and its associates will abstain from voting in relation to such resolution. Details regarding such resolution are set out in the circular of the Company dated 28 August 2015.

2. 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 7(2) below) such that the same shall be received by the Company on or before 25 September 2015.

(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.

3. 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 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.

(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 7(2) below and, in the case of holders of H Shares, to Computershare Hong Kong Investor Services 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 EGM.

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

4. 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 will be closed from 15 September 2015 to 14 October 2015 (both days inclusive) and from 21 October 2015 to 25 October 2015 (both days inclusive), respectively.

5. Last day of transfer and record date

Holders of H Shares who intend to attend the EGM and qualify for the proposed interim dividend must deliver all transfer instruments and the relevant shares certificates to Computershare Hong Kong Investor Services Limited at Rooms 1712-1716, 17/F, Hopewell  Center, 183  Queen's Road East, Hong Kong, at or before 4:30 p.m. on 14 September 2015 and on 20 October 2015, respectively. For the purpose of the EGM and qualify for the proposed interim dividend, the record date will be 20 September 2015 and 25 October 2015, respectively.

6. Dividend payable date

Upon relevant approval by shareholders at the EGM, the interim dividend is expected to be paid out on 12 November 2015.

7. 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 Principal place of business address of the Company is:

5/F., No. 2 Mingzhu International Business Center
199 Wuxing Road
Hangzhou City, Zhejiang 310020
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, 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.

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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 to this proxy form (note 1)

H Shares/Domestic Shares*

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 Thursday, 15 October 2015 at 5/F, No. 2 Mingzhu International Business Center, 199 Wuxing Road, Hangzhou City, Zhejiang Province, the People's Republic of China 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 approve and confirm the agreement dated 5 August 2015 (the "Hanghui Agreement") entered into between the Company and Zhejiang Communications Investment Group Co., Ltd. (a copy of which is produced to the EGM marked "1" and initialed by the chairman of the EGM for the purpose of identification), and the terms and conditions thereof and the transactions contemplated thereunder and the implementation thereof; and to approve, ratify and confirm the authorization to any one of the Directors, or any other person authorized by the Board from time to  time, for and on behalf of the Company, among other matters, to sign, seal, execute, perfect, perform and deliver all such agreements, instruments, documents and deeds, and to do all such acts, matters and things and take all such steps as he or she or they may in his or her or their absolute discretion consider to be necessary, expedient, desirable or appropriate to give effect to and implement the Hanghui Agreement and the transactions contemplated thereunder and all matters incidental to, ancillary to or in connection thereto, including agreeing and making any modifications, amendments, waivers, variations or extensions of the Hanghui Agreement or the transactions contemplated thereunder;
2.	To consider and approve interim dividend of RMB6 cents per share in respect of the six months ended 30 June 2015;
Special Resolution
3.	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.

Date:__________________________________________,2015                                             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 5/F, No. 2 Mingzhu International Business Center, 199 Wuxing Road, Hangzhou City, Zhejiang Province, the People's Republic of China 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.

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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 Thursday, 15 October 2015 at 5/F, No. 2 Mingzhu International Business Center, 199 Wuxing Road, Hangzhou City, Zhejiang Province, the People's Republic of China.

Signature: ____________________

Date:____________________2015

Note:     Eligible shareholders who wish to attend the EGM are advised to complete and return this reply slip to the Company at 5/F, No. 2 Mingzhu International Business Center, 199 Wuxing Road, Hangzhou City, Zhejiang Province, the People's Republic of China by post or by facsimile (facsimile no.: ([phone]) such that the same shall be received by the Company on or before 25 September 2015. Failure to sign and return this slip, however, will not preclude an eligible shareholder from attending the EGM.

*   Please delete as appropriate.