Notice of EGM

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 extrordinary general meeting (the "EGM") of
Zhejiang Expressway Co., Ltd. (the "Company") will be held at 9:00 a.m. on
Tuesday, October 30, 2007 at 12/F, Block A, Dragon Century Plaza, 1 Hangda
Road, Hangzhou, Zhejiang Province, 310007, 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:

1. THAT an interim dividend of Rmb7.0 cents per share in respect of the six
   months ended June 30, 2007 be and is hereby approved and declared;

2. THAT Deloitte Touche Tohmatsu Certified Public Accountants Hong Kong be and
   is hereby re-appointed as the Hong Kong auditor of the Company, and the board
   of directors of the Company be and is hereby authorised to fix their
   remuneration; and

3. THAT Zhejiang Pan China Certified Public Accountants be and is hereby
   re-appointed as the PRC auditor of the Company, and the board of directors of
   the Company be and is hereby authorised to fix their remuneration.

                                             By order of the board of directors   
                                                Zhejiang Expressway Co., Ltd.  
                                                       Zhang Jingzhong         
                                                      Company Secretary        

Hangzhou, the PRC,
September 12, 2007

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 October 9, 2007.

   (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.

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 Rooms 1806-1807, 18/F, Hopewell Center, 183
       Queen's Road East, Hong Kong, at least 24 hours before the time designated for
       holding of the EGM.

   (4) A proxy may exercise the right to vote by a show of hands or by poll.
       However, if more than one proxy is appointed by a shareholder, such proxies
       shall only exercise the right to vote on a poll.

3. Book closing period

   For the purpose of the EGM, the register of members holding H shares of the
   Company will be closed from September 30, 2007 to October 29, 2007 (both days
   inclusive).

4. Last day of transfer and record date

   Holders of H Shares who intend to attend the EGM and qualify for the interim
   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 4:30p.m. on Friday,
   September 28, 2007.

   For the purpose of the EGM, the record date is October 5, 2007.

5. Dividend Payable date

   Upon relevant approval by shareholders at the EGM, the interim dividend is
   expected to be paid out on November 21, 2007.

6. Miscellaneous

   (1) The EGM is not expected to 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 announcement, the executive directors of the Company
are: Messrs. Geng Xiaoping, Fang Yunti, Zhang Jingzhong and Jiang Wenyao; the
non-executive directors are: Messrs. Zhang Luyun and Zhang Yang; 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 Extraordinary General Meeting                  

                                          Number of Shares        H Shares/Domestic  
                                          related to this proxy   Shares*            
                                          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
9:00a.m. on Tuesday, October 30, 2007 at 12/F, Block A, Dragon Century Plaza, 1
Hangda Road, Hangzhou, Zhejiang 310007, 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/ her/ its
own discretion(note 4).

                Ordinary Resolution:                       For       Against   
                                                         (note 4)    (note 4)  
                                                                               
1. THAT an interim dividend of Rmb7.0 cents per share                          
   in respect of the six months ended June 30, 2007 be                            
   and is hereby approved and declared;                                           
                                                                               
2. THAT Deloitte Touche Tohmatsu Certified Public                              
   Accountants Hong Kong be and is hereby re-appointed                            
   as the Hong Kong auditor of the Company, and the                               
   board of directors of the Company be and is hereby                             
   authorised to fix their remuneration; and                                      
                                                                               
3. THAT Zhejiang Pan China Certified Public                                    
   Accountants be and is hereby re-appointed as the PRC                           
   auditor of the Company, and the board of directors of                          
   the Company be and is hereby authorised to fix their                           
   remuneration.                                                                  

Date: ______________________, 2007         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
   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 Rooms
   1806-1807, 18/F, Hopewell Center, 183 Queen's Road East, 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: ________________________________________
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 9:00 a.m. on Tuesday, October
30, 2007 at 12/F, Block A, Dragon Century Plaza, 1 Hangda Road, Hangzhou,
Zhejiang 310007, the People's Republic of China (the "PRC").

Signature: ___________________________

Date: ________________________________, 2007

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 310007, the PRC by post or by
      facsimile (fax no.: ([phone]) such that the same shall be received
      by the Company on or before October 9, 2007. Failure to sign and return this
      slip, however, will not preclude an eligible shareholder from attending the
      EGM.

* Please delete as appropriate.