Notice of EGM

Zhejiang Expressway Co
16 September 2005


If you are in any doubt as to any aspect of this circular or as to the action to
be taken, you should consult a stockbroker, licensed corporation, bank manager,
solicitor, professional accountant or other professional adviser.

If you have sold or otherwise transferred all your shares in Zhejiang Expressway
Co., Ltd. (the 'Company'), you should at once hand this circular and the
accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank,
stock broker, licensed corporation, or other agent through whom the sale or
transfer was effected for transmission to the purchaser(s) or transferee(s).

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents
of this circular, makes no representation as to its accuracy or completeness and
expressly disclaims any liability whatsoever for any loss howsoever arising from
or in reliance upon the whole or any part of the contents of this circular.




                 (A joint stock limited company incorporated in
             the People's Republic of China with limited liability)
                               (Stock Code: 0576)



                         EXTRAORDINARY GENERAL MEETING
                                      AND
                               CHANGE OF AUDITORS


A notice convening the extraordinary general meeting of the Company to be held
at 9:00 a.m. on Monday, October 31, 2005 at 18th Floor, Zhejiang World Trade
Center, 122 Shuguang Road, Hangzhou, Zhejiang Province, 310007, the PRC, is set
out on page 3 of this circular. Whether or not you are able to attend the
meeting, you are requested to complete and return the accompanying form of proxy
in accordance with the instructions printed thereon to the Company as soon as
possible and, in any event, at least 24 hours before the time appointed for the
holding of the meeting.


                                                              September 15, 2005


                 (A joint stock limited company incorporated in
             the People's Republic of China with limited liability)
                               (Stock Code: 0576)


Board of directors                                       Registered address:
                                                         19th Floor,
Executive directors                                      Zhejiang World Trade Center,
Geng Xiaoping                                            122 Shuguang Road,
Fang Yunti                                               Hangzhou, Zhejiang Province, 310007,
Zhang Jingzhong                                          The People's Republic of China
Xuan Daoguang

Non-executive directors
Zhang Luyun
Zhang Yang

Independent non-executive directors
Tung Chee Chen
Zhang Junsheng
Zhang Liping

                                                         September 15, 2005


To the Shareholders

Dear Sir or Madam,

                         EXTRAORDINARY GENERAL MEETING
                                      AND
                               CHANGE OF AUDITORS


Notice of extraordinary general meeting

A notice convening the extraordinary general meeting of Zhejiang Expressway Co.,
Ltd. to be held at 9:00 a.m. on Monday, October 31, 2005 at 18th Floor, Zhejiang
World Trade Center, 122 Shuguang Road, Hangzhou, Zhejiang Province, 310007, the
PRC for the purpose of considering the proposals of the board ('Board') of
directors ('Directors') of the Company to (i) declare interim dividend of the
Company; (ii) appoint the Hong Kong auditors of the Company; and (iii) appoint
the People's Republic of China auditors of the Company is contained on page 3 of
this circular.

Proposed change of auditors

On August 26, 2005, the Board announced that it has resolved to propose to the
shareholders of the Company ('Shareholders') to appoint Deloitte Touche Tohmatsu
('Deloitte') as the new Hong Kong auditors of the Company until the holding of
the next annual general meeting of the Company in 2006.

The outgoing auditors of the Company, Ernst & Young ('EY'), has confirmed that
there were no circumstances leading to the termination of their appointment as
auditors which it considered ought to be brought to the attention of the
Company. EY will not be involved in the preparation of the audited financial
information of the Company for the financial year to be ended December 31, 2005.
As disclosed in the Company's announcement dated August 26, 2005, the Directors
had confirmed that they are not aware of any matter that needs to be brought to
the attention of the Shareholders in relation to the proposed change of
auditors.

The decision to recommend Deloitte as the new Hong Kong auditors of the Company
was arrived at by the Board after an open bidding process by the Company that
was participated by a number of international qualifying auditing firms,
including EY and Deloitte.

PROCEDURES FOR DEMANDING POLL BY THE SHAREHOLDERS

Pursuant to the articles of association of the Company, at any Shareholders'
general meeting a resolution shall be passed by a show of hands, or unless a
poll may be demanded by (i) the chairman of the meeting; (ii) at least two
Shareholders or proxies having the right to vote; or (iii) Shareholder(s) or
proxy(ies) representing 10% or more of the total voting rights of all the
Shareholders having the right to vote at such meeting, prior to or after a show
of hands.

The demand for a poll may be withdrawn by the person making such demand.

RECOMMENDATION

The Directors believe that the proposed change of the Company's auditors is in
the interests of the Company and the Shareholders and therefore recommend the
Shareholders to vote in favour of the ordinary resolutions at the aforesaid
extraordinary general meeting.

                                                        Yours faithfully
                                                      By order of the Board
                                                        Zhang Jingzhong
                                                       Company Secretary


Hangzhou, the PRC

September 15, 2005



                 (A joint stock limited company incorporated in
             the People's Republic of China with limited liability)
                               (Stock Code: 0576)


NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting (the 'EGM') of
Zhejiang Expressway Co., Ltd. (the 'Company') will be held at 9:00a.m. on
Monday, October 31, 2005 at 18th Floor, Zhejiang World Trade Center, 122
Shuguang Road, Hangzhou, Zhejiang Province, 310007, the PRC, for the purpose of
considering and if thought fit, to pass, with or without modification or
amendment, the following ordinary resolutions:

    1.  THAT an interim dividend of Rmb 7.0 cents per share in respect of
    the six months ended June 30, 2005, representing approximately 43% of net
    profit of the Company during the period, be and is hereby approved and
    declared.

    2.  THAT Deloitte Touche Tohmatsu Certified Public Accountants Hong Kong
    be and is hereby appointed as the Hong Kong auditors of the Company, and the
    board of directors of the Company be and is hereby authorised to fix their
    remuneration.

    3.  THAT Zhejiang Pan China Certified Public Accountants be and is hereby
    re-appointed as the People's Republic of China auditors of the Company, and
    the board of directors of the Company be and is hereby authorised to fix
    their remuneration.


                                                     By Order of the Board
                                                        Zhang Jingzhong
                                                      Company Secretary



Hangzhou, the PRC

September 15, 2005

Notes:
     
1.  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 on or before October 10,
    2005 by fax or by post.

    (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.

2.  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. A proxy needs not be a shareholder of the Company.

    (2) A proxy should be appointed by a written instrument signed by the
    appointor or his/her/its attorney. If the appointor is a corporation, the
    same shall be affixed with its common seal or signed by its director(s) or
    duly authorized representative(s). If the form of proxy is signed by the
    attorney of the appointor, the power of attorney or other authorization
    document(s) of such attorney should 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 5 below and, in the case of holders of H
    Shares, to Hong Kong Registrars Limited at 46th Floor, Hopewell Center, 183
    Queen's Road East, Hong Kong, at least 24 hours before the time designated
    for holding of the EGM.

    (4) A proxy may exercise the right to vote by a show of hands or by
    poll. However, if more than one proxy is appointed by a shareholder, such
    proxies shall only exercise the right to vote on a poll.

3.  Closure of register of members

The register of members holding H shares of the Company will be closed from
October 1, 2005 to October 30, 2005 (both days inclusive).

4.  Eligibility of holders of H Shares for attending the EGM

Holders of H Shares who intend to attend the EGM must deliver all transfer
instruments and the relevant shares certificates to Hong Kong Registrars Limited
at Rooms 1712-1716,17th Floor, Hopewell Center, 183 Queen's Road East, Hong
Kong, at or before 4:00p.m. on Friday, September 30, 2005.

5.  Miscellaneous

    (1) The EGM will not last for more than one day. Shareholders who
    attend shall bear their own travelling and accommodation expenses.

    (2) The registered address of the Company is:

19th Floor, Zhejiang World Trade Center

122 Shuguang Road

Hangzhou, Zhejiang Province, 310007

The People's Republic of China

Telephone No.: ([phone]

Facsimile No.: ([phone]




                 (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        H Shares/Domestic Shares*
               proxy form (note 1)


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 ordinary resolutions in
accordance with the instruction(s) below at the extraordinary general meeting of
the Company (the 'EGM') to be held at 9:00a.m. on Monday, October 31, 2005 at
18th Floor, Zhejiang World Trade Center, 122 Shuguang Road, Hangzhou, Zhejiang
Province, 310007, the People's Republic of China (the 'PRC'), for the purpose of
considering and, if thought fit, passing the resolutions as set out in the
notice convening the EGM. In the absence of any indication, the proxy may vote
for or against the resolutions at his own discretion (note 4).



                    Ordinary Resolutions:                               For (note 4)      Against (note 4)
                                                                    
1.  THAT an interim dividend of Rmb 7.0 cents per share in respect
    of the six months ended June 30, 2005, representing
    approximately 43% of net profit of the Company during the
    period, be and is hereby approved and declared.

2.  THAT Deloitte Touche Tohmatsu Certified Public Accountants
    Hong Kong be and is hereby appointed as the Hong Kong auditors
    of the Company, and the board of directors of the Company be
    and is hereby authorised to fix their remuneration.

3.  THAT Zhejiang Pan China Certified Public Accountants be and is
    hereby re-appointed as the People's Republic of China auditors
    of the Company, and the board of directors of the Company be
    and is hereby authorised to fix their remuneration.


Date:                           , 2005                                     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. If you wish to vote FOR any resolution, please indicate with a '6'
    in the appropriate space under 'For'. If you wish to vote AGAINST any
    resolution, please indicate with a '6' in the appropriate space under
    'Against'. In the absence of any such indication, the proxy will vote or
    abstain at his discretion.

    5. This form of proxy must be signed under hand by you or your attorney
    duly authorized 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
    authorized representative(s).

    6. This form of proxy together with the power of attorney or any other
    authorization document(s) which have been notarized, must be delivered, in
    the case of a holder of domestic share(s), to the Company at 19th Floor,
    Zhejiang World Trade Center, 122 Shuguang Road, Hangzhou, Zhejiang Province,
    310007, the PRC and in the case of a holder of H share(s), to Hong Kong
    Registrars Limited at 46th Floor, Hopewell Center, 183 Queen's Road East,
    Hong Kong, at least 24 hours before the time designated for the holding of
    the EGM.

* Please delete as appropriate.





                 (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 at the extraordinary general meeting of the Company (the 'EGM') to be
held at 9:00a.m. on Monday, October 31, 2005 at 18th Floor, Zhejiang World Trade
Center, 122 Shuguang Road, Hangzhou, Zhejiang Province, 310007, the People's
Republic of China (the 'PRC').

Signature:

Date:


        Note:     Eligible shareholders who wish to attend the EGM are advised
        to complete and return this reply slip to the Company at 19th Floor,
        Zhejiang World Trade Center, 122 Shuguang Road, Hangzhou, Zhejiang
        Province, 310007, the PRC by post or by facsimile (fax no.: (+86)
        -571-8795 0329) such that the same shall be received by the Company on
        or before October 10, 2005. Failure to sign and return this slip,
        however, will not preclude an eligible shareholder from attending the
        EGM.

* Please delete as appropriate.



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