Notice of 2010 AGM, Proxy Form and Reply Slip

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited 
take no responsibility for the contents of this announcement, make no representation 
as to its accuracy or completeness and expressly disclaim any liability whatsoever 
for any loss howsoever arising from or in reliance upon the whole or any part of the 
contents of this announcement.



                               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 2010 ANNUAL GENERAL MEETING


NOTICE IS HEREBY GIVEN THAT the 2010 annual general meeting (the "AGM") of Zhejiang 
Expressway Co., Ltd. (the "Company") will be held at 3:00 p.m. on Monday, May 9, 2011 
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 2010;

2. to consider and approve the report of the supervisory committee for the year 2010;

3. to consider and approve the audited financial statements for the year 2010;

4. to consider and approve final dividend of Rmb25 cents per share in respect of the 
   year ended December 31, 2010;

5. to consider and approve the final accounts for the year 2010 and the financial 
   budget for the year 2011;

6. to consider and approve the re-appointment of Deloitte Touche Tohmatsu Certified 
   Public Accountants Hong Kong as the Hong Kong auditors of the Company, and to 
   authorize the board of directors of the Company to fix their remuneration; and

7. to consider and approve the re-appointment of Pan China Certified Public 
   Accountants as the PRC auditors of the Company, and to authorize the board of 
   directors of the Company to fix their remuneration.



                                                  By order of the board of directors 
                                                     Zhejiang Expressway Co., Ltd.
                                                           Zhang Jingzhong
                                                          Executive Director

Hangzhou, the PRC, 
March 13, 2011


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 April 18, 2011.

   (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 need not be a shareholder of the Company.

   (2) A proxy shall be appointed by a written instrument signed by the appointor
       or an attorney authorised by him/her/it for such purpose. If the appointor
       is a corporation, the same shall be affixed with the seal of such corporation,
       or signed by its director(s) or duly authorized representative(s). If the 
       instrument appointing a proxy is signed by a person authorized by the 
       appointor, the power of attorney or other authorization document(s) shall 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) Any vote of the shareholders of the Company present in person or by proxy at 
       the AGM must be taken by poll.

3. Book closing period

   For the purpose of the AGM and to determine the shareholders who qualify for the 
   proposed final dividend, the register of members holding H shares of the Company 
   will be closed from April 9, 2011 to May 8, 2011 (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 proposed 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, April 8, 2011.

   For the purpose of the AGM and qualify for the proposed final dividend, the record 
   date is April 14, 2011.

5. Dividend Payable date

   Upon relevant approval by shareholders at the AGM, the final dividend is expected 
   to be paid out on June 9, 2011.

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 notice, the executive directors of the Company are: Messrs. 
Chen Jisong, Zhan Xiaozhang, Jiang Wenyao, Zhang Jingzhong and Ding Huikang; the 
non-executive director is: Mrs. Zhang Luyun; 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 2010 Annual General Meeting


                               Number of Shares related to     H Shares/Domestic 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 resolution in accordance with the instruction(s) below at the 2010 annual 
general meeting of the Company (the "AGM") to be held at 3:00p.m. on Monday, May 9, 2011 
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 resolutions as set out in the notice convening the AGM. In the absence 
of any indication, the proxy may vote for or against the resolution at his 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 2010;                      (          )           (          )
   _______________________________________________________________________________________
2. To consider and approve the report of the
   supervisory committee for the year 2010;          (          )           (          )
   _______________________________________________________________________________________
3. To consider and approve the audited financial
   statements for the year 2010;                     (          )           (          )
   _______________________________________________________________________________________
4. To consider and approve final dividend of Rmb25 
   cents per share in respect of the year ended 
   December 31, 2010;                                (          )           (          )
   _______________________________________________________________________________________
5. To consider and approve the final accounts for 
   the year 2010 and the financial budget for the
   year 2011;                                        (          )           (          )
   _______________________________________________________________________________________
6. To consider and approve the re-appointment of 
   Deloitte  Touche Tohmatsu Certified Public 
   Accountants Hong Kong as the Hong Kong auditors 
   of the Company, and to authorize the board of 
   directors of the Company to fix their 
   remuneration; and                                 (          )           (          )
   _______________________________________________________________________________________
7. To consider and approve the re-appointment of 
   Pan China Certified Public Accountants as the 
   PRC auditors of the Company, and to authorize 
   the board of directors of the Company to fix 
   their remuneration.                               (          )           (          )
   _______________________________________________________________________________________



Date: ________________________, 2011           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 seal of 
   such corporation 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 by the signatory, 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)


                         Reply Slip for 2010 Annual 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 2010 annual general meeting of the Company 
(the "AGM") to be held at 3:00 p.m. on Monday, May 9, 2011 at 12/F, Block A, Dragon Century 
Plaza, 1 Hangda Road, Hangzhou, Zhejiang Province, the People's Republic of China (the "PRC").



Signature: _______________________

Date: _______________________, 2011


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 April 18, 2011. Failure 
      to sign and return this slip, however, will not preclude an eligible shareholder from 
      attending the AGM.


* Please delete as appropriate.