Notice of 2016 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 2016 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the 2016 annual general meeting (the "AGM") of Zhejiang Expressway Co., Ltd. (the "Company") will be held at 10 a.m. on May 18, 2017 at 5/F, No. 2 Mingzhu International Business Center, 199 Wuxing Road, Hangzhou City, Zhejiang Province, 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 (the "Directors") for the year 2016;

2. to consider and approve the report of the supervisory committee of the Company for the year 2016;

3. to consider and approve the audited financial statements of the Company for the year 2016;

4. to consider and approve final dividend of RMB29.5 cents per share in respect of the year ended December 31, 2016;

5. to consider and approve the final accounts of the Company for the year 2016 and the financial budget of the Company for the year 2017;

6. to consider and elect Mr. Wu Qingwang as an independent supervisor of the Company;

7. 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;

8. 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;

AS SPECIAL RESOLUTION

9. to consider and approve the grant of a general mandate to the Board to issue, allot and deal with additional H shares not exceeding 20% of the H shares of the Company in issue and authorize the Board to make corresponding amendments to the Articles of Association of the Company as it thinks fit so as to reflect the new capital structure upon the allotment or issuance of H shares, the details are as follows:

"THAT:

(A) a. subject to paragraph (c) and in accordance with the relevant requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the Articles of Association of the  Company and the applicable laws and regulations of the People's Republic of China, the exercise by the Board during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with,  either separately or concurrently, additional H shares of the Company and  to make or grant offers, agreements, options and rights of exchange or  conversion which might require the exercise of such powers be hereby generally and unconditionally approved;

b. the approval in paragraph (a) shall authorize the Board during the Relevant Period to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers after the end of the Relevant Period;

c. the aggregate nominal amount of H shares of the Company allotted, issued and dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt with (whether pursuant to an option or otherwise) by the Board pursuant to the approval granted in paragraph (a) shall not exceed 20% of the aggregate nominal amount of H shares of the Company in issue on the date of passing this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined) or (ii) any scrip dividend or similar arrangement providing for allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Articles of Association of the Company; and

d. For the purpose of this special resolution:

"Relevant Period" means the period from the date of passing of this resolution until the earliest of:

• the conclusion of the next annual general meeting of the Company;
• the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or other applicable laws to be held; and
• the revocation or variation of the authority given under this resolution by a special resolution in general meeting.

"Rights Issue" means an offer of shares open for a period fixed by the directors to holders of shares on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange in any territory outside Hong Kong) and an offer, allotment or issue of shares by way of rights shall be construed accordingly.

(B) The Board be authorized to make corresponding amendments to the Articles of Association of the Company as it thinks fit so as to reflect the new capital structure upon the allotment or issuance of shares as provided in sub-paragraph (a) of paragraph (A) of this resolution."

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

Hangzhou, the PRC
April 3, 2017

Notes:

1. REGISTRATION PROCEDURES FOR ATTENDING THE AGM

(a) 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(b) below) such that the same shall be received by the Company on or before April 27, 2017.

(b) 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

(a) 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.

(b) 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.

(c) 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(b) 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.

(d) 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 18, 2017 to May 17, 2017 (both days inclusive), and from May 24, 2017 to May 29, 2017 (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 April 17, 2017 and on May 23, 2017, respectively.

For the purpose of the AGM and qualify for the proposed final dividend, the record date will be April 17, 2017 and May 23, 2017, respectively.

5. DIVIDEND PAYABLE DATE

Upon relevant approval by shareholders at the AGM, the final dividend is expected to be paid out on or before June 26, 2017.

6. MISCELLANEOUS

(a) The AGM will not last for more than one day. Shareholders who attend shall bear their own traveling and accommodation expenses.

(b) The principal place of business of the Company in the PRC is: 5/F, No. 2 Mingzhu International Business Center
199 Wuxing Road
Hangzhou City, Zhejiang Province
People's Republic of China
310020
Telephone No.: ([phone]
Facsimile No.: ([phone]

As at the date of this notice, the executive Directors of the Company are: Mr. ZHAN Xiaozhang, Mr. CHENG Tao and Ms. LUO Jianhu; the non-executive Directors of the Company are: Mr. WANG Dongjie, Mr. DAI Benmeng and Mr. ZHOU Jianping; and the independent non-executive Directors of the Company are: Mr. ZHOU Jun, Mr. PEI Ker- Wei and Ms. LEE Wai Tsang, Rosa.

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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 2016 ANNUAL GENERAL MEETING

Number of Shares related to this proxy form (Note 1) H Shares/Domestic Shares*

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 2016 annual general meeting of the Company (the "AGM") to be held at 10 a.m. on May 18, 2017 at 5/F, No. 2 Mingzhu International Business Center, 199 Wuxing Road, Hangzhou City, Zhejiang Province, 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).

Ordinary Resolutions		For (Note 4)	Against (Note 4)
1.	to consider and approve the report of the directors of the Company (the "Directors") for the year 2016;
2.	to consider and approve the report of the supervisory committee of the Company for the year 2016;
3.	to consider and approve the audited financial statements of the Company for the year 2016;
4.	to  consider  and  approve  final  dividend  of  RMB29.5  cents  per  share  in respect of the year ended December 31, 2016;
5.	to consider and approve the final accounts of the Company for the year 2016 and the financial budget of the Company for the year 2017;
6.	to  consider  and  elect  Mr.  Wu  Qingwang as an independent supervisor of the Company.
7.	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;
8.	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;
Special Resolution
9.	To consider and approve the grant of a general mandate to the Board to issue, allot and deal with additional H shares not exceeding 20% of the H shares of the Company in issue and authorize the Board to make corresponding amendments to the Articles of Association of the Company as it thinks fit so as to reflect the new capital structure upon the allotment or issuance of H shares.

Date: ____________________, 2017              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) inBLOCK 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 5/F, No.  2  Mingzhu  International  Business  Center,  199  Wuxing  Road, Hangzhou City, Zhejiang Province, 310020, 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.

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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 2016 Annual General Meeting

I (We) ____________________of____________________, telephone number: ____________________and fax number: ____________________, being the holder(s) of____________________H Share(s)/Domestic Share(s)* of 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 2016 annual general meeting of the Company (the "AGM") to be held at 10 a.m. on Thursday, May 18, 2017 at 5/F, No. 2 Mingzhu International Business Center, 199 Wuxing Road, Hangzhou City, Zhejiang Province, the People's Republic of China.

Signature: ____________________

Date: ____________________, 2017

Note: Eligible shareholders who wish to attend the AGM are advised to complete and return this reply slip to the Company at 5/F, No. 2 Mingzhu International Business Center, 199 Wuxing Road, Hangzhou City, Zhejiang Province, the People's Republic of China by post or by facsimile (facsimile no.: ([phone]) such that the same shall be received by the Company on or before April 27, 2017. Failure to sign and return this slip, however, will not preclude an eligible shareholder from attending the AGM.

*    Please delete as appropriate.