Notice of 2014 EGM, Proxy Form and Reply

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no 
responsibility for the contents of this notice, 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 notice.



                                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 3:00 p.m. on Thursday, October 16, 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 resolution:

    "THAT an interim dividend of Rmb6 cents per share in respect of the six months ended 
June 30, 2014 be and is hereby approved and declared."



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

Hangzhou, the PRC, 
September 1, 2014


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 September 25, 2014.

    (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 
         EGM, 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 EGM.


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 17M Floor, Hopewell Center, 183 Queen's Road East, Wanchai, Hong Kong, at least 
         24 hours before the time designated for holding of the EGM.

    (4)  Any vote of shareholders of the Company present in person or by proxy at the EGM 
         must be taken by poll.


3.  Book closing period


    For the purpose of the EGM and to determine the shareholders who qualify for the proposed 
    interim dividend, the register of members holding H shares of the Company will be closed 
    from September 16, 2014 to October 15, 2014 (both days inclusive) and from October 22, 
    2014 to October 27, 2014 (both days inclusive), respectively.


4.  Last day of transfer and record date


    Holders of H Shares who intend to attend the EGM and qualify for the proposed interim 
    dividend must deliver all transfer instruments and the relevant share 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 Monday, September 15, 2014, and on 
    Tuesday, October 21, 2014, respectively.

    For the purpose of the EGM and qualify for the proposed interim dividend, the record date
    is September 21, 2014, and October 27, 2014, respectively.


5.  Dividend payable date


    Upon relevant approval by shareholders at the EGM, the interim dividend is expected to be
    paid out on November 27, 2014.


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 Province 
         People's Republic of China 
         Postal Code: 310007

         Telephone No.: (+86) -571-8798 7700
         Facsimile No.: (+86) -571-8795 0329



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: Mr. LI 
Zongsheng, Mr. WANG Weili and Mr. WANG Dongjie; and the independent non-executive directors 
of the Company are: Mr. ZHANG Junsheng, Mr. ZHOU Jun and Mr. 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 Extraordinary General Meeting

 
                           ==================================================================
                           | Number of Shares related       | H Shares/Domestic Shares*     |
                           | 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 3:00 p.m. on Thursday, October 16, 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 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 Rmb6 cents per    |                     |                    |
| share in respect of the six months ended June  |                     |                    |
| 30, 2014 be and is hereby approved and         |                     |                    |
| declared."                                     |                     |                    |
=============================================================================================



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 proxy form 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, the PRC (Postal Code: 310007), 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 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 3:00 p.m. on Thursday, October 16, 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 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, the PRC (Postal Code: 310007) by post or by facsimile 
       (facsimile no.: (+86) -571-8795 0329) such that the same shall be received by the 
       Company on or before September 25, 2014. Failure to sign and return this slip, 
       however, will not preclude an eligible shareholder from attending the EGM.


*  Please delete as appropriate.