Circular - Notice of 2006 AGM, Proxy Form &...

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 2006 ANNUAL GENERAL MEETING

    NOTICE IS HEREBY GIVEN THAT the 2006 annual general meeting (the "AGM") of
Zhejiang Expressway Co., Ltd. (the "Company") will be held at 9:00 a.m. on
Monday, June 11, 2007 at 12/F, Block A, Dragon Century Plaza, 1 Hangda Road,
Hangzhou, Zhejiang Province, 310007, 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:

1. To consider and approve the report of the directors for the year 2006;

2. To consider and approve the report of the supervisory committee for the year
   2006;
 
3. To consider and approve the audited financial statements for the year 2006;

4. To consider and approve a final dividend of Rmb20 cents per share in respect
   of the year ended December 31, 2006; and

5. To consider and approve the financial budget for the year 2007.

                                          By order of the board of directors                                     
                                             Zhejiang Expressway Co., Ltd.                                        
                                                    Zhang Jingzhong            
                                                   Company Secretary           

Hangzhou, the PRC, 
April 24, 2007

Notes:

1. Registration procedures for attending the AGM

(1) Holders of H shares of the Company ("H Shares") and domestic shares of the
    Company ("Domestic Shares") intending to attend the AGM should return the reply
    slip for attending the AGM to the Company by post or by facsimile (address and
    facsimile numbers are shown in paragraph 6(2) below) such that the same shall
    be received by the Company on or before May 21, 2007.

(2) A shareholder or his/her/its proxy should produce proof of identity when
    attending the AGM. 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 AGM is entitled to
    appoint, in written form, one or more proxies to attend and vote at the AGM on
    behalf of him/her/it. 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 6(2) below and, in the case of holders of H Shares,
    to Hong Kong Registrars Limited at Rooms 1806-1807, 18/F, Hopewell Center, 183
    Queen's Road East, Hong Kong, at least 24 hours before the time designated for
    holding of the AGM.

(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. Book closing period

   For the purpose of the AGM, the register of members holding H shares of the
Company will be closed from May 12, 2007 to June 11, 2007 (both days
inclusive).

4. Last day of transfer and record date

    Holders of H Shares who intend to attend the AGM and qualify for the final
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 4:30p.m. on Friday, May
11, 2007.

    For the purpose of the AGM, the record date is May 17, 2007.

5. Dividend Payable date

    Upon relevant approval by shareholders at the AGM, the final dividend is
    expected to be paid out on June 29, 2007.

6. Miscellaneous

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

(2) The registered address of the Company is:

       12/F, Block A, Dragon Century Plaza
       1 Hangda Road
       Hangzhou, Zhejiang 310007 
       People's Republic of China
       Telephone No.: ([phone] 
       Facsimile No.: ([phone]

    As at the date of this announcement, the executive directors of the Company
are: Messrs. Geng Xiaoping, Fang Yunti, Zhang Jingzhong and Jiang Wenyao; 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.



                        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 2006 Annual General Meeting

                                                 Number of Shares     H Shares/Domestic   
                                        related to           Shares*                             
                                        this 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 resolutions in accordance with the instruction
(s) below at the 2006 annual general meeting of the Company (the "AGM") to be
held at 9:00a.m. on Monday, June 11, 2007 at 12/F, Block A, Dragon Century
Plaza, 1 Hangda 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 AGM. In the
absence of any indication, the proxy may vote for or against the resolutions at
his/her/its own discretion(note 4).

                   Ordinary Resolutions:                      For(note 4)  Against(note 4)  
                                                                    
                                                                               
1. To consider and approve the report of the directors for                     
   the year 2006;                                                                 
                                                                               
2. To consider and approve the report of the supervisory                       
   committee for the year 2006;                                                   
                                                                               
3. To consider and approve the audited financial statements                    
   for the year 2006;                                                             
                                                                               
4. To consider and approve a final dividend of Rmb20 cents                     
   per share in respect of the year ended December 31, 2006;                      
   and                                                                            
                                                                               
5. To consider and approve the financial budget for the year                      
   2007.                                                                          


Date:__________________________, 2007        _________________________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 AGM will act as your proxy. Proxies may not be member(s) of the
   Company and may be appointed to attend and vote in the AGM provided that such
   proxies must attend the AGM 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
   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 12/F, Block A, Dragon
   Century Plaza, 1 Hangda Road, Hangzhou, Zhejiang Province, 310007, the PRC and
   in the case of a holder of H share(s), to Hong Kong Registrars Limited at Rooms
   1806-1807, 18/F, Hopewell Center, 183 Queen's Road East, Hong Kong, at least 24
   hours before the time designated for the holding of the AGM.

* 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)                               

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 2006 annual general meeting of the
Company (the "AGM") to be held at 9:00 a.m. on Monday, June 11, 2007 at 12/F,
Block A, Dragon Century Plaza, 1 Hangda Road, Hangzhou, Zhejiang Province,
310007 the People's Republic of China (the "PRC").






Signature:_____________________________________

Date:________________________________________, 2007

Note: Eligible shareholders who wish to attend the AGM are advised to complete
      and return this reply slip to the Company at 12/F, Block A, Dragon Century
      Plaza, 1 Hangda Road, Hangzhou, Zhejiang Province, 310007, the PRC by post or
      by facsimile (fax no.: ([phone]) such that the same shall be
      received by the Company on or before May 11, 2007. Failure to sign and return
      this slip, however, will not preclude an eligible shareholder from attending
      the AGM.

* Please delete as appropriate.