If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountants or other professional adviser. If you have sold or transferred all your shares in Zhejiang Expressway Co., Ltd., you should at once hand this circular with the accompanying form of proxy and reply slip to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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

(A joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock code: 0576)
  1. INTERIM DIVIDEND FOR THE SIX MONTHS ENDED 30 JUNE 2017
  2. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND
  3. NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice for convening the extraordinary general meeting (the "EGM") of the Company to be held at 10

a.m. on Monday, 18 December 2017 at 5/F, No. 2 Mingzhu International Business Center, 199 Wuxing Road, Hangzhou City, Zhejiang Province, the People's Republic of China is set out on pages 10 to 11 of this circular.

A form of proxy for use at the EGM is enclosed. Whether or not you are able to attend the meeting in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon. In case of H Shares, the proxy form shall be lodged with the Company's H Shares Registrar, Hong Kong Registrars Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not less than 24 hours before the time for holding the EGM (i.e. by no later than 10 a.m. on 17 December 2017) (or any adjournment thereof). Completion and delivery of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

3 November 2017

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Appendix I - Proposed Amendments to the Articles of Association . . . . . . . . . . . . . . . . . . . . . . 5 Notice of EGM 10

In this circular, unless the context specifies otherwise, the following expressions shall have the meanings stated below:

"Articles" the articles of association of the Company, as amended from time to time

"Board" the Board of Directors

"Circular" this circular to the Shareholders

"Company" Zhejiang Expressway Co., Ltd. (浙江滬杭甬高速公路股份有限公司), a joint stock limited company incorporated in the PRC with limited liability

"Director(s)" the director(s) of the Company

"EGM" the extraordinary general meeting of the Shareholders to be held at 10

a.m. on Monday, 18 December 2017 at 5/F, No. 2 Mingzhu International Business Center, 199 Wuxing Road, Hangzhou City, Zhejiang Province, the PRC, the notice of which is set out on pages 10 to 11 of this Circular

"H Shares" overseas listed foreign shares in the share capital of the Company with a nominal value of RMB1.00 per share, which are listed on the Main Board of the Stock Exchange

"Hong Kong" the Hong Kong Special Administrative Region of the PRC "Listing Rules" Rules Governing the Listing of Securities on the Stock Exchange "MOF" the Ministry of Finance of the PRC

"PRC" the People's Republic of China (for the purpose of this Circular, excludes Hong Kong, Macau and Taiwan)

"RMB" Renminbi, the lawful currency of the PRC

"Shareholder(s)" holder(s) of the share(s) of the Company "Stock Exchange" The Stock Exchange of Hong Kong Limited

1

(A joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock code: 0576)

Executive Directors:

Mr. Zhan Xiaozhang (Chairman)

Mr. Cheng Tao Ms. Luo Jianhu

Non-executive Directors:

Mr. Wang Dongjie Mr. Dai Benmeng Mr. Zhou Jianping

Independent Non-executive Directors:

Mr. Zhou Jun Mr. Pei Ker-Wei

Ms. Lee Wai Tsang, Rosa

Registered office in the PRC:

12/F, Block A Dragon Century Plaza 1 Hangda Road Hangzhou

Zhejiang Province 310007

The People's Republic of China

3 November 2017

To the Shareholders

Dear Sir or Madam,

  1. INTERIM DIVIDEND FOR THE SIX MONTHS ENDED 30 JUNE 2017
  2. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND
  3. NOTICE OF EXTRAORDINARY GENERAL MEETING
  1. INTRODUCTION

    The purpose of this Circular is, among other things, to give you notice of the EGM and to provide you with information in relation to the resolutions to be proposed at the EGM to enable you to make an informed decision on whether to vote for or against the resolutions at the EGM.

  2. INTERIM DIVIDEND FOR THE SIX MONTHS ENDED 30 JUNE 2017

Reference is made to the announcement of the Company dated 23 August 2017 in relation to, among other things, the Board's recommendation of the payment of an interim dividend of RMB6 cents per share to the Shareholders. Such proposed payment of interim dividend is subject to the approval of the Shareholders at the EGM. Subject to the approval by the Shareholders having been obtained at the EGM, the interim dividend is expected to be paid to the Shareholders on or about 19 January 2018 instead of by no later than 31 December 2017.

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