Notice of EGM and Related Forms

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 EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT  the extraordinary general meeting (the "EGM") of Zhejiang Expressway Co., Ltd. (the "Company") will be held at 10:00 a.m. on 22 December 2015 at 5/F, No. 2 Mingzhu International Business Center, 199 Wuxing Road, Hangzhou City, 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:

ORDINARY RESOLUTION

"THAT:

(a)    the agreement dated 12 October 2015 (the "Share Purchase Agreement") entered into between the Company and Zhejiang Communications Investment Group Industrial Development Co., Ltd. (a copy of which is produced to the EGM marked "A" and initialed by the chairman of the EGM for the purpose of identification), and the terms and conditions thereof and the transactions contemplated thereunder and the implementation thereof be and are hereby approved and confirmed; and

(b)    the authorisation to any one of the Directors, or any other person authorised by the  Board  from  time  to  time,  for  and  on  behalf  of  the  Company,  among  other matters, to sign, seal, execute, perfect, perform and deliver all such agreements, instruments, documents and deeds, and to do all such acts, matters and things and take all such steps as he or she or they may in his or her or their absolute discretion consider  to  be  necessary,  expedient,  desirable  or  appropriate  to  give  effect  to and implement the Share Purchase Agreement and the transactions contemplated thereunder and all matters incidental to, ancillary to or in connection thereto, including agreeing and making any modifications, amendments, waivers, variations or extensions of the Share Purchase Agreement or the transactions contemplated thereunder be and are hereby approved, ratified and confirmed."

By order of the Board
ZHEJIANG EXPRESSWAY CO., LTD.
Tony Zheng
Company Secretary

Hangzhou, PRC

6 November 2015

Notes:

1.  The  above  mentioned  ordinary  resolution  shall  be  approved  by  independent  shareholders  as required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. Communications Group and its associates will abstain from voting in relation to such resolution. Details regarding such resolution are set out in the circular of the Company dated 6 November 2015.

2.  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 4(2) below) such that the same shall be received by the Company on or before 2 December 2015.

(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 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.

3.  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 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 authorised representative(s). If the instrument appointing a proxy is signed by a person authorised by the appointor, the power of attorney or other authorisation document(s) shall be notarised.

(3)  To be valid, the power of attorney or other authorisation document(s) (which have been notarised)  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 4(2) below and, in the case of holders of H Shares, to Hong Kong Registrars Limited at Rooms 1712-1716, 17/F, Hopewell Center, 183 Queen's Road East, Hong Kong, at least 24 hours before the time designated for holding of the EGM.

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

4.  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 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, 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 Extraordinary 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 resolutions in accordance with the instruction(s) below at the extraordinary general meeting of the Company (the "EGM") to be held at 10:00 a.m. on 22 December 2015 at 5/F, No. 2 Mingzhu International Business Center, 199 Wuxing Road, Hangzhou City, Zhejiang Province, the People's Republic of China 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 Resolutions	For(note 4)	Against(note 4)
1.	To approve and confirm the agreement dated 12 October 2015 (the "Share Purchase  Agreement  ")  entered  into  between  the  Company  and  Zhejiang Communications  Investment  Group  Industrial  Development  Co.  Ltd.  (a  copy  of which is produced to the EGM marked "A" and initialed by the chairman of the EGM for the purpose of identification), and the terms and conditions thereof and the transactions contemplated thereunder and the implementation thereof; and
2.	To approve, ratify and confirm the authorisation to any one of the directors of the Company, or any other person authorised by the board of directors of the Company from  time  to  time,  for  and  on  behalf  of  the  Company,  among  other  matters,  to sign, seal, execute, perfect, perform and deliver all such agreements, instruments, documents and deeds, and to do all such acts, matters and things and take all such steps as he or she or they may in his or her or their absolute discretion consider to be necessary, expedient, desirable or appropriate to give effect to and implement the Share Purchase Agreement and the transactions contemplated thereunder and all matters incidental to, ancillary to or in connection thereto, including agreeing and making  any  modifications,  amendments,  waivers,  variations  or  extensions  of  the Share Purchase Agreement or the transactions contemplated thereunder.

Date:___________________________, 2015           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 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  authorised  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 authorised representative(s).

6.   This form of proxy together with the power of attorney or any other authorisation document(s) which have been notarised, 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, the People's Republic of China and in the case of a holder of H share(s), to Hong Kong Registrars Limited at Rooms 1712-1716, 17/F, 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.

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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 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 10:00 a.m. on 22 December 2015 at 5/F, No. 2 Mingzhu International Business Center, 199 Wuxing Road, Hangzhou City, Zhejiang Province, the People's Republic of China.

Signature:______________________

Date:_____________________, 2015

Note:     Eligible shareholders who wish to attend the EGM 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 2 December 2015. Failure to sign and return this slip, however, will not preclude an eligible shareholder from attending the EGM.

*             Please delete as appropriate.