Notice of 2013 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 a 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 2013 ANNUAL GENERAL MEETING


    NOTICE IS HEREBY GIVEN THAT the 2013 annual general meeting (the "AGM") of Zhejiang Expressway Co., Ltd. 
(the "Company") will be held at 3 p.m. on May 5, 2014 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 as ordinary 
resolutions:

    1.   to consider and approve the report of the directors of the Company for the year 2013; 

    2.   to consider and approve the report of the supervisory committee of the Company for the year 2013; 

    3.   to consider and approve the audited financial statements of the Company for the year 2013; 

    4.   to consider and approve final dividend of Rmb25 cents per share in respect of the year ended 
         December 31, 2013; 

    5.   to consider and approve the final accounts of the Company for the year 2013 and the financial 
         budget of the Company for the year 2014; 

    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.
                                                                                 Tony Zheng
                                                                              Company Secretary

Hangzhou, the PRC,
March 20, 2014



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 14, 2014. 
 
     (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 
           authorized 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, Wanchai, 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 5, 2014 to 
     May 4, 2014 (both days inclusive), and from May 10, 2014 to May 14, 2014 (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, Wanchai, Hong Kong, at or before 
     4:30p.m. on April 4, 2014 and on May 9, 2014 respectively. 

     For the purpose of the AGM and qualify for the proposed final dividend, the record date will be April 
     11, 2014 and May 14, 2014 respectively. 

5.   Dividend Payable date 

     Upon relevant approval by shareholders at the AGM, the final dividend is expected to be paid out on 
     June 9, 2014. 

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: Mr. ZHAN Xiaozhang, Ms. LUO 
Jianhu and Mr. DING Huikang; the non-executive directors of the Company are: Messrs. LI Zongsheng, WANG 
Weili and WANG Dongjie; and the independent non-executive directors of the Company are: Messrs. ZHANG 
Junsheng, ZHOU Jun and PEI Ker-Wei.



============================================================================================================



                                        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 2013 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 2013 annual general meeting of the Company 
(the "AGM") to be held at 3 p.m. on May 5, 2014 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 of 
      the Company for the year 2013;                                     (          )       (          )
___________________________________________________________________________________________________________

2.    To consider and approve the report of the supervisory committee 
      of the Company for the year 2013;                                  (          )       (          )
___________________________________________________________________________________________________________

3.    To consider and approve the audited financial statements of the               
      Company for the year 2013;                                         (          )       (          )
___________________________________________________________________________________________________________

4.    To consider and approve final dividend of Rmb25 cents per share 
      in respect of the year ended December 31, 2013;                    (          )       (          )
___________________________________________________________________________________________________________

5.    To consider and approve the final accounts of the Company for 
      the year 2013 and the financial budget of the Company for the 
      year 2014;                                                         (          )       (          )
___________________________________________________________________________________________________________

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: ____________________________, 2014         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 17M 
     Floor, Hopewell Center, 183 Queen's Road East, Wanchai, 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 2013 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 2013 annual general meeting of the Company (the "AGM") to be held at 3 p.m. on May 5, 
2014 at 12/F, Block A, Dragon Century Plaza, 1 Hangda Road, Hangzhou, Zhejiang Province, the People's 
Republic of China (the "PRC").







Signature: ________________________________________



Date: _______________________________________, 2014


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 14, 2014. Failure to sign and return this slip, however, 
        will not preclude an eligible shareholder from attending the AGM.

*   Please delete as appropriate.