Proposed Amendment Articles of Association Anno...

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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)                               

                 PROPOSED AMENDMENT TO ARTICLES OF ASSOCIATION                 
                     RESIGNATION OF NON-EXECUTIVE DIRECTOR                     
                       APPOINTMENT OF EXECUTIVE DIRECTOR                       
                                      AND                                      
                   RESIGNATION AND APPOINTMENT OF SUPERVISOR                   

PROPOSED AMENDMENT TO ARTICLES OF ASSOCIATION                                  
                                                                               
On December 31, 2010, Huajian transferred all of the 476,760,000 domestic      
invested shares in the Company held by it to Communications Investment Group.  
After such transfer, Huajian does not hold any shares in the Company.          
                                                                               
To reflect this change in the Company's shareholders and the following proposed
change of directors referred to below, the Company proposes to make certain    
amendments to its Articles of Association. The proposed amendments to the      
Articles of Association are subject to the approval of the Shareholders by way 
of special resolution at the EGM of the Company to be held on October 18, 2010.
Details of the proposed amendments are set out in the circular dispatched to   
the Shareholders on the date of this announcement.                             
                                                                               
RESIGNATION OF NON-EXECUTIVE DIRECTOR AND APPOINTMENT OF EXECUTIVE DIRECTOR    
                                                                               
Ms. Zhang has resigned as non-executive director of the Company with effect    
from August 28, 2010. Mr. Ding Huikang is proposed to be appointed as executive
director of the Company subject to approval by the Shareholders at the EGM of  
the Company to be held on October 18, 2010.                                    
                                                                               
RESIGNATION AND APPOINTMENT OF SUPERVISOR                                      
                                                                               
Mr. Zheng has resigned as independent supervisor of the Company with effective 
from August 26, 2010. Mr. Liu Haisheng is proposed to be appointed as          
independent supervisor of the Company subject to approval by the Shareholders  
at the EGM of the Company to be held on October 18, 2010.                      

PROPOSED AMENDMENT TO ARTICLES OF ASSOCIATION

On December 31, 2010, Huajian transferred all of the 476,760,000 domestic
invested shares in the Company held by it to Communications Investment Group.
Such transfer has been approved by the SASAC of the State Council on June 18,
2010. After the transfer, Huajian does not hold any shares in the Company.

To reflect this change in the Company's shareholders and the following proposed
change of directors referred to below, the Board of the Company proposes to
make certain amendments to the Articles of the Company. Details of the proposed
amendment are set out in the circular dispatched to the Shareholders of the
Company on the date of this announcement. According to the Articles and the
relevant laws and regulations, the proposed amendments to the Articles are
subject to the approval of the Shareholders by way of special resolution at the
EGM of the Company to be held on October 18, 2010.

RESIGNATION OF NON-EXECUTIVE DIRECTOR AND APPOINTMENT OF EXECUTIVE DIRECTOR

Ms. Zhang has resigned as non-executive director of the Company with effect
from August 28, 2010, due to other work commitment.

Ms. Zhang confirmed that she had no disagreement with the Board and there were
no other matters in respect of her resignation that need to be brought to the
attention of the Shareholders.

The Board would like to take this opportunity to express its appreciation for
Ms. Zhang's valuable contribution to the development of the Company during her
tenure of services.

Mr. Ding is the newly nominated candidate for election as executive director of
the Board. Mr. Ding will also serve as Deputy General Manager of the Company.

Mr. Ding, born in 1955, is a professor-level senior engineer. In 2001, Mr. Ding
graduated from Changsha Institute of Communications majoring in Economic Law.
In July 1980, Mr. Ding graduated from the Zhejiang Institute of Communications
majoring in Road and Bridge Engineering. From 1980 to 1997, Mr. Ding
successively held the positions of technician, assistant engineer, assistant
team leader, team leader and engineer at No.1 Road Engineering Team of Zhejiang
Province. From 1997 to 2000, he served as General Manager and senior engineer
of No. 1 Transportation Engineering Co., Ltd. of Zhejiang Transportation
Engineering Construction Group. From 2000 to 2004, he was head of the
management committee of Zhejiang-Ningbo- Yongtaiwen Expressway Second Phase
Project. He has been Chairman of Zhejiang Ningbo Yongtaiwen Expressway Co.,
Ltd. and Zhejiang Zhoushan Cross-Sea Bridge Co., Ltd. since 2004 and 2006
respectively. Mr. Ding has not held any directorship in other public listed
companies during the last three years, nor does he hold any other positions
with the Company and other members of the Company's group.

Mr. Ding has no interest in the shares of the Company within the meaning of
Part XV of the Securities and Futures Ordinance as at the date hereof. Save as
disclosed herein, Mr. Ding does not have any relationship with any other
director, senior management, substantial shareholders or controlling
shareholders of the Company.

Mr. Ding has yet to enter into any service contract with the Company or its
subsidiaries. He has been appointed as Deputy General Manager of the Company
for a term commencing on August 28, 2010 and expiring on February 29, 2012. Mr.
Ding has also been nominated by the Nomination and Remuneration Committee of
the Company to hold the post of executive director of the Company for a term of
two years and four months commencing on October 18, 2010 and expiring on the
February 29, 2012. The proposed annual remuneration for Mr. Ding, which is
fixed for his term of service, is RMB595,000. This remuneration is consistent
with the remuneration for director/deputy general managers of the Company as
determined by the Shareholders at the extraordinary general meeting of the
Company dated February 27, 2009.

Save as disclosed above, there is no other matter concerning Mr. Ding that is
required to be brought to the attention of the Shareholders nor any information
to be disclosed pursuant to the requirements under Rule 13.51(2)(h) to (v) of
the Rules Governing the Listing of Securities on The Stock Exchange of Hong
Kong Limited.

RESIGNATION AND APPOINTMENT OF SUPERVISOR

Mr. Zheng has resigned as independent supervisor of the Company due to
excessive workload with effect from August 26, 2010.

Mr. Zheng confirmed that he had no disagreement with the Board and there were
no other matters in respect of his resignation that need to be brought to the
attention of the Shareholders.

The Board would like to take this opportunity to express its appreciation for
Mr. Zheng's valuable contribution to the development of the Company during his
tenure of services.

Mr. Liu is the newly nominated candidate for election as independent supervisor
of the Company.

Mr. Liu, born in 1969, is a professor. He obtained a doctorate degree in
Economics from Fudan University in 2003, after which he worked as a
postdoctoral fellowship in Accounting at Xiamen University from 2004 to 2007.
He is currently Professor in Accounting, a master student supervisor and Vice
Dean of the School of Finance and Accounting at Zhejiang Gongshang University.
His main research fields include accounting for intangible assets, strategic
cost management and economic theories. Mr. Liu is a Certified Public Accountant
(non-practicing) in the People's Republic of China, a member of the Expert
Consultancy Committee of Accounting Standards in Zhejiang Province, an
Assessment Expert on Financial Expenditures Performance of Zhejiang Province,
and an executive member of the Zhejiang Association of Certified Financial
Officers. Mr. Liu is also independent director of Ningbo Thermal Power Co.,
Ltd. (a company listed on the main board of the Shanghai Stock Exchange),
Zhejiang Qianjiang Motorcycle Co., Ltd (a company listed on the main board of
the Shenzhen Stock Exchange) and Zhejiang Enjoyor Electronics Co., Ltd. (a
company listed on the ChiNext Board of the Shenzhen Stock Exchange).

Save as disclosed above, Mr. Liu has not held any directorship in other public
listed companies during the last three years, nor does he hold any other
positions with the Company and other members of the Company's group.

Mr. Liu has no interest in the shares of the Company within the meaning of Part
XV of the Securities and Futures Ordinance as at the date hereof. Save as
disclosed herein, Mr. Liu does not have any relationship with any other
director, senior management, substantial shareholders or controlling
shareholders of the Company.

Mr. Liu has yet to enter into any service contract with the Company or its
subsidiaries. He has been nominated by the Nomination and Remuneration
Committee of the Company to hold the position of supervisor of the Company for
a term commencing on October 18, 2010 and expiring on February 29, 2012. As
supervisor, Mr. Liu does not receive any fixed remuneration from the Company,
though he will be provided with allowances that are subject to his performance
in discharging his duties in the Company as determined by the Board at their
discretion.

Save as disclosed above, there is no other matter concerning Mr. Liu that is
required to be brought to the attention of the shareholders of the Company nor
any information to be disclosed pursuant to the requirements under Rule 13.51
(2)(h) to (v) of the Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following
expressions shall have the following meanings:

"Articles"                          the articles of association of the Company 
                                                                               
"Board"                             the board of directors of the Company      
                                                                               
"Company"                           Zhejiang Expressway Co., Ltd.              
                                                                               
"Communications Investment Group"   Zhejiang Communications Investment Group   
                                    Co., Ltd. a wholly        
                                    State-owned enterprise established on      
                                    December 29, 2001 and the controlling      
                                    shareholder of the Company                 
                                                                               
"EGM"                               extraordinary general meeting (the "EGM")  
                                    of the Company to be held at 3:00 p.m. on  
                                    Monday, October 18, 2010 at 12/F, Block A, 
                                    Dragon Century Plaza, 1 Hangda Road,       
                                    Hangzhou, Zhejiang Province, the PRC       
                                                                               
"Huajian"                           Huajian Transportation Economic Development
                                    Center, a State-owned enterprise 
                                                                               
"Mr. Zheng"                         Mr. Zheng Qihua                            
                                                                               
"Mr. Liu"                           Mr. Liu Haisheng                           
                                                                               
"Mr. Ding"                          Mr. Ding Huikang                           
                                                                               
"Ms. Zhang"                         Ms. Zhang Yang                             
                                                                               
"PRC"                               the People's Republic of China             
                                                                               
"SASAC"                             State-owned Assets Supervision and         
                                    Administration Commission                  
                                                                               
"Shareholders"                      the shareholders of the Company            



                                                        By order of the Board  
                                                           Zhang Jingzhong     
                                                          Company Secretary    

Hangzhou, the PRC, August 30, 2010

As at the date of this announcement, the executive directors of the Company
are: Messrs. Chen Jisong, Zhan Xiaozhang, Zhang Jingzhong and Jiang Wenyao; the
non-executive directors of the Company is: Ms. Zhang Luyun; and the independent
non-executive directors of the Company are: Messrs. Tung Chee Chen, Zhang
Junsheng and Zhang Liping.