Notice of 2011 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 2011 ANNUAL GENERAL MEETING


NOTICE IS HEREBY GIVEN THAT the 2011 annual general meeting (the "AGM") of Zhejiang
Expressway Co.,Ltd. (the"Company") will be held at 9:00 a.m. on Monday, June 11, 
2012 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 with or without modification or amendment the following
resolutions:


A. AS ORDINARY RESOLUTIONS:


   1.  to consider and approve the report of the directors for the year 2011;


   2.  to consider and approve the report of the supervisory committee for the year
       2011;


   3.  to consider and approve the audited financial statements for the year 2011;


   4.  to consider and approve final dividend of Rmb25 cents per share in respect 
       of the year ended December 31, 2011;


   5.  to consider and approve the final accounts for the year 2011 and the 
       financial budget for the year 2012;


   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 (the "Board") 
       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 to 
       fix their remuneration.
 
   8.  to elect directors of the Company, other than Mr. ZHANG Junsheng, and consider
       and approve their remuneration and allowance package;


   9.  to re-elect Mr. ZHANG Junsheng as an independent non-executive director of the
       Company and consider and approve his allowance package;


   10. to elect supervisors of the Company, and consider and approve their allowance 
       package;


   11. to authorize the Board to approve the directors' service contracts, the 
       supervisors' service contracts and all other relevant documents and to 
       authorize any one executive director of the Company to sign such contracts and 
       other relevant documents for and on behalf of the Company and to take all 
       necessary actions in connection therewith.


B. AS SPECIAL RESOLUTION:


   "THAT the proposal by the Board to amend the articles of association of the
   Company in the manner as set out in the circular of the Company dated April
   25, 2012 to the shareholders of the Company, of which this notice forms part, be
   and is hereby approved, and the Board be and is hereby authorized to do all such 
   things as necessary in respect of the amendments pursuant to the requirements 
   (if any) under domestic or overseas laws or under the rules of any stock exchange 
   on which any securities of the Company are listed."


                                                           By order of the Board
                                                        Zhejiang Expressway Co., Ltd.
                                                                  Tony Zheng
                                                              Company Secretary


Hangzhou, the PRC April 25, 2012


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, 2012.

   (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 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 17M Floor, 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 May 12, 2012 to June 10, 2012 (both days inclusive), and from 
   June 15, 2012 to June 19, 2012 (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 4:30 p.m. on Friday, May 11, 2012, and on
   Thursday, June 14, 2012, respectively.

   For the purpose of the AGM and qualify for the proposed final dividend, the record 
   date is May 17, 2012, and June 19, 2012, respectively.


5. Dividend Payable date


   Upon relevant approval by shareholders at the AGM, the final dividend is expected to
   be paid out on July 12, 2012.

 
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 2011 ANNUAL GENERAL MEETING


                                              Number of Shares        H Shares/
                                              related to this         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 resolution in accordance with the instruction(s) below at the 
2011 annual general meeting of the Company (the "AGM") to be held at 9:00 a.m. on 
Monday, June 11, 2012 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 AGM. In the absence of any indication, the proxy may vote 
for or against the resolution at his own discretion (note 4).


A                  Ordinary Resolutions               For (note 5)   Against (note 5)

1.  To consider and approve the report of the 
    directors for the year 2011;                      (          )   (             )
    _________________________________________________________________________________
2.  To consider and approve the report of the         
    supervisory committee for the year 2011;          (          )   (             )
    _________________________________________________________________________________
3.  To consider and approve the audited 
    financial statements for the year 2011;           (          )   (             )
    _________________________________________________________________________________
4.  To consider and approve final dividend of 
    Rmb25 cents per share in respect of the 
    year ended December 31, 2011;                     (          )   (             )
    _________________________________________________________________________________
5.  To consider and approve the final accounts
    for the year 2011 and the financial budget 
    for the year 2012;                                (          )   (             )
    _________________________________________________________________________________
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.                (          )   (             )
    _________________________________________________________________________________
8.  To elect directors of the Company and 
    approve their remuneration/allowance 
    package
    I.   Executive Directors: a. Mr. ZHAN Xiaozhang   (          )   (             )
                              b. Ms. LUO Jianhu       (          )   (             )
                              c. Mr. DING Huikang     (          )   (             )  
    II.  Non-executive 
           Directors:         a. Mr. LI Zongsheng     (          )   (             )
                              b. Mr. WANG Weili
                              c. Mr. WANG Dongjie     (          )   (             )
    III. Independent 
           Non-executive 
           Directors:         a. Mr. ZHOU Jun         (          )   (             )
                              b. Mr. PEI Ker-Wei      (          )   (             )
    _________________________________________________________________________________
9.  To re-elect Mr. ZHANG Junsheng as an 
    Independent Non-executive Director 
    and approve his allowance package.                (          )   (             )
    _________________________________________________________________________________
10. To elect supervisors of the Company and 
    approve their allowance package
    I.   Supervisor representing 
           Shareholders:      a. Mr. FU Zhexiang      (          )   (             )
    II.  Independent 
           Supervisors:       a. Mr. WU Yongmin       (          )   (             )
                              b. Mr. LIU Haisheng     (          )   (             )
                              c. Mr. ZHANG Guohua     (          )   (             )
    _________________________________________________________________________________
11. To authorize the board of directors of the 
    Company to approve the directors' service 
    Contracts, the supervisors' service contracts 
    and all other relevant documents and to 
    authorize any one executive director of the
    Company to sign such contracts and other 
    relevant documents for and on behalf of the
    Company and to take all necessary actions 
    in connection therewith                           (          )   (             )
    _________________________________________________________________________________

B.                Special Resolution:                 For (note 5)   Against (note 5)

    "THAT the proposal by the board of directors
    of the Company (the "Board") to amend the 
    articles of association of the Company in 
    the manner as set out in the circular of the 
    Company dated April 25, 2012 to the 
    shareholders of the Company, of which this 
    notice forms part, be and is hereby approved, 
    and the Board be and is hereby authorized to 
    do all such things as necessary in respect of 
    the amendments pursuant to the requirements
    (if any) under domestic or overseas laws or 
    under the rules of any stock exchange on which
    any securities of the Company are listed."        (          )   (             )
    _________________________________________________________________________________



Date: 2012______________________                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 17M Floor, Hopewell Center, 183 Queen's Road East, Wanchai, 
    Hong Kong, at least 24 hours be fore 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 2011 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 2011 annual general meeting of the 
Company (the "AGM") to beheld at 9:00 a.m. on Monday, June 11, 2012 at 12/F, Block A, 
Dragon Century Plaza, 1 Hangda Road, Hangzhou, Zhejiang Province, the People's Republic
of China (the "PRC").











Signature:_______________________ 






Date:______________________, 2012




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 (facsimile no.: 
      ([phone]) such that the same shall be received by the Company on or 
      before Monday, May 21, 2012. Failure to sign and return this slip, however, will 
      not preclude an eligible shareholder from attending the AGM.

* Please delete as appropriate.