AGM Statement

Zhejiang Expressway Co
24 May 2005



 (A joint stock limited company incorporated in the People's Republic of China
                            with limited liability)

                               (Stock code: 0576)


               Announcement on Resolutions Passed at the 2004 AGM


Zhejiang Expressway Co., Ltd. (the 'Company') published the notice ('AGM
Notice') of its 2004 annual general meeting ('AGM') on March 30, 2005, and
subsequently held the AGM at 10:00 a.m. on May 23, 2005, at 18th Floor, Zhejiang
World Trade Center, 122 Shuguang Road, Hangzhou, the PRC.


Two shareholders of the Company ('Shareholders') attended the AGM, either
personally or by proxy, representing a total of 3,486,249,305 shares of the
Company entitled to attend and to vote at the AGM, or 80.27% of total issued
share capital of the Company. The AGM was chaired by the Chairman of the board
of directors ('Directors') of the Company, Mr. Geng Xiaoping.


After considering the resolutions proposed by the Directors, the Shareholders
attending the AGM, either personally or by proxy, resolved through voting by way
of poll to approve the resolutions, details of which are as follows:


Ordinary Resolutions:


1.      Approved the report of the Directors for the year 2004 with
3,472,630,003 shares voted in the affirmative (representing 99.61% of total
shares held by Shareholders present at the AGM) and no share voted in the
negative;


2.      Approved the report of the supervisory committee of the Company for the
year 2004 with 3,472,630,003 shares voted in the affirmative (representing
99.61% of total shares held by Shareholders present at the AGM) and no share
voted in the negative;


3.      Approved the audited financial statements of the Company for the year
2004 with 3,472,630,003 shares voted in the affirmative (representing 99.61% of
total shares held by Shareholders present at the AGM) and no share voted in the
negative;


4.      Approved the proposed distribution of profits of the Company for the
year 2004 with 3,486,249,301 shares voted in the affirmative (representing 100%
of total shares held by Shareholders present at the AGM); and


5.      Approved the financial budget of the Company for the year 2005 with
3,486,249,301 shares voted in the affirmative (representing 100% of total shares
held by Shareholders present at the AGM).


Special Resolution:


Approved the special resolution with 3,040,840,238 shares voted in the
affirmative (representing 87.22% of total shares held by Shareholders present at
the AGM) and 372,147,063 shares voted in the negative (representing 10.67% of
total shares held by Shareholders present at the AGM) to authorize the Directors
to allot or issue, either separately or concurrently, not more than 20% of each
of the existing issued domestic shares and overseas listed foreign shares ('H
Shares') in the capital of the Company under certain conditions as given in the
AGM Notice.


The total number of issued shares of the Company entitling the holders to attend
and vote for or against the ordinary resolutions and the special resolution at
the AGM was 4,343,114,500. There was no share entitling any holder to attend and
vote only against the ordinary resolutions and the special resolution at the
AGM. Mr. Zhai Dongming, a PRC qualified lawyer, was appointed and acted as
scrutineer for the vote taking during the AGM. No person was required to abstain
from voting at the AGM in relation to the ordinary resolutions and the special
resolution.


Further Information on the Payment of 2004 Final Dividend:


As stated above, the proposed distribution of profits of the Company for the
year 2004 to the amount of Rmb0.15 per share has been approved by the
Shareholders at the AGM. Shareholders of the Company whose names appeared in the
register of members of the Company on April 28, 2005 are entitled to the said
final dividend.


Pursuant to the Company's articles of association, dividends of H Shares
shall be paid in Hong Kong dollars according to the average closing price of
Hong Kong dollars to Renminbi declared by the People's Bank of China in the
five trading days immediately preceding the date of the declaration of
dividends. The applicable exchange rate for the purpose of the payment of the
final dividend is therefore HK$1.00 to Rmb 1.0610. The final dividend of
HK$0.14138 per share is expected to be paid to shareholders of the H Shares of
the Company on or before June 21, 2005.

By Order of the Board
Zhang Jingzhong
Company Secretary


Hangzhou, May 23, 2005


As at the date of this announcement, the executive directors of the Company are:
Messrs. Geng Xiaoping, Fang Yunti, Zhang Jingzhong and Xuan Daoguang; the
non-executive directors are: Messrs. Zhang Luyun and Zhang Yang; and the
independent non-executive directors are: Messrs. Tung Chee Chen, Zhang Junsheng
and Zhang Liping.



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