Notice of EGM, Proxy Form and Reply Slip

Notice of 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 the extraordinary general meeting (the "EGM") of Zhejiang Expressway Co., Ltd. (the "Company") will be held at 10 a.m. on Wednesday, 28 December 2016 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 RESOLUTIONS

1.    THAT:

(a)   the agreement dated 17 October 2016 (the "Share Purchase Agreement") entered into
       between the Company and Zhejiang Communications Investment Group Industrial
       Development Co., Ltd. (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;

(b)   the authorisation to any one of the directors of the company  (the "Director(s)"), or any other
       person authorised 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
       Share Purchase 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 Share Purchase
       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 2016 be and is hereby approved and declared; and

3.      to elect Ms. He Meiyun as independent supervisor of the Company. "

AS SPECIAL RESOLUTION

4.    to approve and confirm the proposed issue of H share convertible bonds ("H Share Convertible Bonds") by the Company with an aggregate principal amount up to USD400 million (or its equivalent) and the granting of authority to the board of directors of the Company (the "Board") to deal with all matters relating to the proposed issue and listing of H Share Convertible Bonds in the absolute discretion of  the  Board  in  accordance  with  the  applicable  laws  and  regulations  and  the Articles of Association, including, but not limited to following:

(1)    to formulate specific plan and terms for the issue of H Share Convertible Bonds according to
        the requirements of the relevant laws and regulations, the Shareholders' resolutions passed
        at the EGM and market conditions, including but not limited to the issue size, maturity, type
        of bonds, interest rate and method of determination, timing of issue, security plan, whether to
        allow repurchase  and  redemption, use of proceeds, rating, subscription method, term and
        method of repayment of principal and interests, listing and all other matters relating to the
        issue and (if required) listing of H Share Convertible Bonds;

(2)   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 and issuance of H Shares upon
       exercise of the conversion rights attached to the H Share Convertible Bonds; and

(3)    to deal with other matters in relation to the issue of H Share Convertible Bonds.

5.     THAT   the  proposal  by  the  Board  to  amend  the  articles  of  association  of  the Company in the manner as set out in the circular of the Company dated 9 November 2016 to the shareholders of the Company, of which this notice forms part, be and is hereby approved, and the Board be and is hereby authorised 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         
ZHEJIANG EXPRESSWAY CO., LTD.
Tony Zheng                 
Company Secretary           

Hangzhou, PRC
9 November 2016

Notes:

1.        The above mentioned ordinary resolution in relation to the Share Purchase Agreement shall be approved by independent shareholders 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 9 November 2016.

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
         8 December 2016.

(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 share holder 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 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 7(2) below
          and, in the case of holders of H Shares, to Hong Kong Registrars Limited at Room 1712
          1716, 17/F, 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 28 November 2016 to 27 December 2016 (both days inclusive) and from 4 January 2017 to 9 January 2017 (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 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 25 November 2016 and 3 January 2017, respectively. For the purpose of the EGM and qualify for the proposed interim dividend, the record date will be 3 December 2016 and 9 January 2017, respectively.

6.         Dividend payable date

Upon relevant approval by shareholders at the EGM, the interim dividend is expected to be paid out on 25 January 2017.

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 resolutions 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 Wednesday, 28 December 2016 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.	(a)      To approve and confirm the agreement dated 17 October 2016 (the "Share Purchase Agreement") entered into between the Company and Zhejiang Communications Investment Group Industrial Development Co., Ltd. (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; (b)     To approve, ratify and confirm the authorisation to any one of the directors of the company (the "Director(s)"), or any other person authorised 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 Share Purchase 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 Share Purchase Agreement or the transactions contemplated thereunder;
2.	To approve and declare an interim dividend of RMB6 cents per share in respect of the six months ended 30 June 2016; and
3.	To elect Ms. He Meiyun as independent supervisor of the Company.
Special Resolutions		For (note 4)	Against (note 4)
4.	To approve and confirm the proposed issue of H share convertible bonds ("H Share Convertible Bonds") by the Company with an aggregate  principal  amount  up  to  USD400  million  (or  its  equivalent) and the granting of authority to the board of directors of the Company (the "Board") to deal with all matters relating to the proposed issue and listing of H Share Convertible Bonds in the absolute discretion of the Board in accordance with the applicable laws and regulations and the Articles of Association, including, but not limited to following: (a)      to  formulate specific plan and terms for the issue of H Share Convertible Bonds according to the requirements of the relevant laws and regulations, the Shareholders' resolutions passed at the EGM and market conditions, including but not limited to the issue size, maturity, type of bonds, interest rate and method of determination, timing of issue, security plan, whether to allow repurchase and redemption, use of proceeds, rating, subscription method, term and method of repayment of principal and interests, listing and all other matters relating to the issue and (if required) listing of H Share Convertible Bonds; (b)      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 and issuance of H Shares  upon exercise of the conversion rights attached to the H Share Convertible Bonds; and (c)      to deal with other matters in relation to the issue of H Share Convertible Bonds; and
5.	To approve the proposal by the Board to amend the articles of association of the Company in the manner as set out in the circular of the Company dated 9 November 2016 to the shareholders of the Company, and to authorise the Board 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.

Date:______________________________ ,2016          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 Room 1712-1716, 17/F, 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 Wednesday, 28 December 2016 at 5/F, No. 2 Mingzhu International Business Center, 199 Wuxing Road, Hangzhou City, Zhejiang Province, the People's Republic of China.

Signature: _________________________________   Date: ______________________________,2016     

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 8 December 2016. Failure to sign and return this slip, however, will not preclude an eligible shareholder from attending the EGM.

*          Please delete as appropriate.