Amendmts to Articles of Assoc

Zhejiang Expressway Co
24 May 2004

                         ZHEJIANG EXPRESSWAY CO., LTD.
 (a joint stock limited company incorporated in the People's Republic of China 
                           with limited liability)
                              (Stock code: 0576)


                  Amendments to the Articles of Association 
                           and Dividend Distribution

Reference is made to notice ('Notice') dated 15 March 2004 of Zhejiang 
Expressway Co., Ltd. ('Company') to convene the 2003 annual general meeting 
('AGM') of the Company which, inter alia, includes resolutions proposed to be 
passed at the AGM relating to amendments to Articles 40, 48A, 70, 81A, 91, 126, 
127 and 133 ('Articles') of the Articles of Association of the Company (please 
refer to paragraph B.2 of the Notice and pages 31 to 34 of the Company's 2003 
annual report for details of the amendments) and distribution of profits for the 
year 2003, The AGM was held at 18/F, World Trade Center, 122 Shuguang Road, 
Hangzhou, PRC on 21 May 2004 at 10:00 a.m.

Amendments to the Articles of Association

The proposed amendments to the Articles as set out in the Notice were approved
by a special resolution passed by authorised proxies of the shareholders of the
Company present at the AGM.

Dividend Distribution

The proposed distribution of profits by way of final dividend by the Company for
the year ended 31 December 2003 of the amount of Rmbll cents per share was
approved by an ordinary resolution passed by authorised proxies of the
shareholders of the Company present at the AGM. Holders of overseas listed
foreign shares of the Company ('H Shares') whose names appeared in the register
of members of the Company on 26 April 2004 are entitled to the said final
dividend.

Pursuant to the Articles of Association of the Company, dividends payable to
holders of H Shares of the Company 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 exchange rate for the purpose of the
payment of the final dividend is therefore HK$1.00 to RMB1.0609 and the amount
of final dividend payable to holders of H Shares, in due course, will be
HK$0.10369 per share.

                                                           By Order of the Board 
                                                                 Zhang Jingzhong
                                                               Company Secretary

Hangzhou, the PRC, 21 May 2004

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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