Notice of EGM

Zhejiang Expressway Co
5 February 2001


           Zhejiang Expressway Company Limited
(a joint stock limited company incorporated in the
People's Republic of China with limited liability)

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 10:00 a.m. on Thursday, 22nd March, 
2001 at 18th Floor, Zhejiang World Trade Centre, 15 Shuguang
Road, Hangzhou 310007, the People's Republic of China (the 'PRC') 
to consider, and if thought fit, pass the following resolutions:

As Special Resolutions:
1. 'THAT the terms of the transfer agreement dated 2nd
February, 2001 as supplemented by the supplemental
agreement dated the same date (the 'Transfer Agreement') entered 
into between the Company and Huajian Transportation Economic Development
Centre ('Huajian') in relation to the acquisition by the Company of an
approximate 18.4% interest held by Huajian in Zhejiang Shangsan
Expressway Co., Ltd. (the 'Acquisition'), a copy of which has been produced
to the EGM marked 'A' and signed by the chairman of the EGM for the purpose
of identification, be and are hereby approved, and that the execution of the
Transfer Agreement by the Company be and is hereby approved, ratified and
confirmed, and that any one of the directors of the Company ('Directors') be 
and is hereby authorised to do for and on behalf of the Company all things,
including, but without limitation to, the execution of documents and the 
making of applications to relevant authorities or institutions for approval 
or registration, and the use of internal resources of the Company and/or the
arrangement of bank loans and/or third party financing for funding the
Acquisition, as he may consider necessary, expedient or desirable to give 
effect to and implement the transaction contemplated under the Transfer
Agreement, and to waive compliance from or make or agree such variations of
a non-material nature of any of the terms of the Transfer Agreement as
he may in his discretion consider to be desirable and in the interest of the
Company.'

2. 'THAT:

(a) subject to paragraphs (b) to (d) of this resolution, the Company be and is
hereby authorised, during the Relevant Period (as hereinafter defined), to
allot, issue and deal with, either separately or concurrently, additional
domestic shares in the share capital of the Company and to determine the terms
and conditions for the allotment or issue of or otherwise dealing with such
additional shares and to make or grant offers, agreements and options which
would or might require the exercise of such powers after the end of the Relevant
Period;

(b) the aggregate nominal amount of the domestic shares allotted or agreed
conditionally or unconditionally to be allotted (whether pursuant to an option
or otherwise) by the Company pursuant to the approval in paragraph (a) of this
resolution shall not exceed 300,000,000 domestic shares representing
approximately 10.31 per cent. of the existing issued domestic shares in
the share capital of the Company at the date of the passing of this
resolution and the said approval shall be limited accordingly;

(c) the approval in paragraph (a) of this resolution is subject to the granting
of approval from the China Securities Regulatory Commission of the PRC;

(d) the approval in paragraph (a) of this resolution shall authorise the Company
to offer by way of subscription not more than 300,000,000 RMB-denominated
ordinary shares in the Company ('A Shares') to the public in the PRC ('A Share
Issue') and to apply for the listing and trading of the A Shares on the Shanghai
Stock Exchange of the PRC, details of which are set out below:
     (1) Type of securities to be issued: RMB-denominated
     ordinary shares;
     (2) Par value: RMB1.00 per share;
     (3) Number of A Shares to be issued: Not more than
     300,000,000 shares, to be determined by the issue
     price of each A Share and the target proceeds
     arising from the A Share Issue;
     (4) Target subscribers: Natural persons and
     institutional investors in the PRC, who are A share
     stock account holders
     of the Shanghai Stock Exchange of the PRC;
     (5) Pricing process: Issue price range will be
     negotiated between the Company and the underwriters
     for the A
     Share Issue with reference to market demand. A 'book-
     building' process will be conducted
     to determine the issue price of each A Share;
     (6) Target proceeds: Not less than RMB1 billion;
     
(e) for the purposes of this resolution 'Relevant Period'
means the period from the passing of this resolution
until the expiration
of twelve months from the date of the passing of this
resolution.'

3. 'THAT, subject to the passing of Special Resolution
No.2 set out herein, the use of proceeds feasibility
study report (the 'Feasibility Study Report'), a copy of
which has been produced to the EGM marked 'B' and signed
by the chairman of the EGM for the purpose
of identification, and the use of proceeds set out
therein be and are hereby approved, and in particular:

     (a) approximately RMB425,000,000 shall be used for
     funding the first stage of the construction to widen
     the Hongken to Guzhu
     section of the Shanghai-Hangzhou-Ningbo Expressway;
     (b) approximately RMB860,000,000 shall be used for
     funding the second stage of the construction to
     widen the Shenshi to Hongken section of the Shanghai-
     Hangzhou-Ningbo Expressway;
     (c) subject to the passing of Special Resolution
     No.1 set out herein, and subject to the respective
     approvals from the Ministry of     Finance and the
     Ministry of Communication in relation to the
     Transfer Agreement and/or the transfer by Huajian of
     the approximate 18.4% interest in Zhejiang Shangsan
     Expressway Co., Ltd. to the Company being obtained
     by the Company and/or Huajian on or before the date
     of the EGM, the balance of the proceeds arising from
     the A Share Issue shall be used for funding the
     Acquisition;
     (d) any balance remaining after funding the
     projects/transactions contemplated in paragraphs
     (a), (b) and (c) above from the proceeds arising
     from the A Share Issue may be used as working
     capital of the Company; and
     (e) if the proceeds arising from the A Share Issue
     are not sufficient for funding the
     projects/transaction contemplated in paragraphs (a),
     (b) and (c) above, the internal resources of the
     Company and/or bank loans will be used for funding
     such projects/transactions.'

4. 'THAT the report from the board of Directors dated 8th
January 2001 on the status of the use of proceeds
received from the issue
of H shares of the Company in May 1997 (to which the
report Zhetiankuaishen 2001 No. 2 prepared by Zhejiang
Pan-China Certified
Public Accountants is attached), a copy of which is
produced to the EGM and marked 'C' by the chairman of the
EGM for the purpose
of identification, and be and is hereby approved.'

5. 'THAT, subject to the passing of Special Resolution
No. 2 set out herein, upon completion of the A Share
Issue, the existing and new
shareholders of the Company be and are hereby entitled to
mutual sharing of the undistributed profits of the
Company.'

6. 'THAT subject to the passing of Special Resolution No.
2 set out herein, the board of Directors be and is hereby
authorised to handle
all matters relevant to the A Share Issue, including,
inter alia, as set out below:

     (1) exercising all the powers of the Company to
     allot, issue and deal with the A Shares and to
     determine the terms and conditions for the allotment
     or issue or otherwise dealing of such shares and to
     make or grant offers, agreements and options which
     would or might require the exercise of such powers
     after the end of the Relevant Period;
     (2) determining the timing, the issue size, the
     issue price and the issue mechanism of the A Share
     Issue;
     (3) upon completion of the A Share Issue, making all
     necessary amendments to the articles of association
     of the Company (the
     'Articles of Association') to reflect the revised
     share capital structure and any other necessary
     amendments and submitting all
     necessary applications or filing all necessary
     documents with the relevant state authorities for
     the change in the share capital of the Company;
     (4) executing documents relating to the A Share
     Issue, including but without limitation to all
     agreements and documents in relation to the use of
     proceeds arising from the A Share Issue as set out
     in the Feasibility Study Report; and
     (5) dealing with all other relevant matters relating
     to the A Share Issue and the listing and trading of
     the A Shares on the Shanghai Stock Exchange of the
     PRC.'

7. 'THAT the following articles in the Articles of
Association be and are hereby amended in the manner as
set forth below, such amendments to become effective upon 
approval by and being recorded in the minutes of the EGM and
the obtaining of all requisite approvals from and registrations
with relevant government authorities of the PRC:

Article 1
The following sentence be added after the sentence 'The
Company's business licence number is 14204209-5':
'Pursuant to the approval document 2000 Wai Jing Mao Zi Yi Han Zi No.521,
MOFTEC approved the transformation of the Company into a foreign
investment joint stock company with limited liability.
The Company obtained its new business licence on 5th December, 2000 from
the State Administration for Industry and Commerce. The Company's new business
licence number is Qiguzhezongzi No.002202.'

Article 19
Article 19 shall be deleted in its entirety and replaced with the following:
'Since the incorporation of the Company, a total of 4,343,114,500 Ordinary
Shares have been issued, of which 1,433,854,500 Shares are overseas listed
foreign shares, representing approximately 33% of the total number of Ordinary
Shares of the Company in issue. The capital structure of the Company is as
follows: 4,343,114,500 Ordinary Shares, of which 2,432,500,000 Domestic Shares
are held by the promoter of the Company Zhejiang Provincial High Class Highway
Investment Company Limited, 476,760,000 Domestic Shares are held by Huajian
Transportation Economic Development Centre, and 1,433,854,500 shares of
overseas listed foreign shares ('H Shares') are held by holders of H Shares.'

By Order of the Board
Zhang Jingzhong
Secretary to the Board

Hangzhou, Zhejiang Province, the PRC
5th February, 2001

Notes:
1. Eligibility for attending the EGM Holders of H Shares who intend to attend
the EGM must deliver all transfer documents and the relevant share certificates
to the share registrar for the H Shares of the Company, Hong Kong Registrars
Limited (which address is set out in paragraph 5 below), at or before
4:00 p.m. on 19th February, 2001.

2. Registration procedures for attending the EGM
     (i) Holders of H Shares and 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 5 below) such that the same shall
     be received by the Company on or before 2nd March,
     2001.
     (ii) A shareholder of the Company or his/her/its
     proxy should produce proof of identity when
     attending the meeting. If a corporate shareholder
     appoints a 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 at the meeting.

3. Proxy
     (i) 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 on his/her/its
     behalf.
     A proxy need not be a shareholder.
     (ii) A proxy should be appointed in writing which is
     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 authorised representative(s). If
     the form of proxy is signed by the attorney of the
     appointor, the power of attorney or other
     authorisation document(s) of such attorney should be
     certified by a notary public.
     (iii) To be valid, the power of attorney or any
     other authorisation document(s) (which have been
     certified by a notary public) together with the
     completed form of proxy must be delivered, in the
     case of holders of domestic invested shares, to the
     Company at the address shown in paragraph 5 below
     and, in the case of holders of H Shares, to Hong
     Kong Registrars Limited at the address shown in
     paragraph 5 below, not less than 24 hours before the
     time designated for the holding of the EGM.
     (iv) 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.

4. Closure of Register of Members
The register of members of H Shares of the Company will
be closed from 20th February, 2001 to 21st March, 2001
(both days inclusive), during which no transfer of shares
will be registered.

5. Miscellaneous
     (i) The EGM will not last for more than one day.
     Shareholders who attend shall bear their own
     travelling and accommodation expenses.
     (ii) The address of the share registrar for the H
     Shares of the Company, Hong Kong Registrars Limited,
     is at:

     2/F, Vicwood Plaza
     199 Des Voeux Road Central
     Hong Kong

     (iii) The legal address of the Company is at:
     19th Floor, Zhejiang World Trade Center
     15 Shuguang Road
     Hangzhou 310007
     PRC

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