Circular - Notice of EGM

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 EXTRAORDINARY GENERAL MEETING                    

NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting (the "EGM") of
Zhejiang Expressway Co., Ltd. (the "Company") will be held at 9:00 a.m. on
Thursday, November 16, 2006 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 ordinary resolution:

"THAT an interim dividend of Rmb7.0 cents per share in respect of the six
months ended June 30, 2006 (the "Period"), representing approximately 44% of
earnings per share during the Period, be and is hereby approved and declared."

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

Hangzhou, the PRC,
September 28, 2006

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 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 October 26, 2006.

(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/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 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. Book closing period

For the purpose of the EGM, the register of members holding H shares of the
Company will be closed from October 17, 2006 to November 15, 2006 (both days
inclusive).

4. Last day of transfer and record date

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 Monday, October 16, 2006.

For the purpose of the EGM, the record date is October 22, 2006.

5. Payable date

Upon relevant approval by shareholders at the EGM, the interim dividend is
expected to be paid out on November 30, 2006.

6. Miscellaneous

(1) The EGM 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]




                         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 Extraordinary General Meeting                  

                                     Number of Shares    H Shares/Domestic Shares*
                                      related to 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 resolution 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 Thursday, November 16, 2006 at 12/F, Block A, Dragon Century Plaza,
1 Hangda Road, Hangzhou, Zhejiang Province, the People's Republic of China (the
"PRC"), for the purpose of considering and, if thought fit, passing the
resolution as set out in the notice convening the EGM. In the absence of any
indication, the proxy may vote for or against the resolution at his own
discretion(note 4).

               Ordinary Resolution:                  For(note 4)     Against(note 4)  
                                                                                                                                                       
THAT an interim dividend of Rmb7.0 cents per share                             
in respect of the six months ended June 30, 2006                               
(the "Period"), representing approximately 44% of                              
earnings per share during the Period, be and is                                
hereby approved and declared.                                                  

Date:___________________, 2006         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. 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 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.




                          ZHEJIANG EXPRESSWAY CO., LTD.
               (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 the extraordinary general
meeting of the Company (the "EGM") to be held at 9:00 a.m. on Thursday, 
November 16, 2006 at 12/F, Block A, Dragon Century Plaza, 1 Hangda Road, 
Hangzhou, Zhejiang Province, the People's Republic of China (the "PRC").



Signature:_______________________________

Date: _____________________________, 2006

Note: Eligible shareholders who wish to attend the EGM 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 October 26, 2006. Failure to sign and
return this slip, however, will not preclude an eligible shareholder from
attending the EGM.

* Please delete as appropriate.