Zhejiang Expressway : Notice of Extraordinary General Meeting

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.

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

of Zhejiang Expressway Co., Ltd. (the "Company") will be held at 10 a.m. on Thursday,

15 October 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 resolutions:

1. "THAT:

a. the agreement dated 5 August 2015 (the "Hanghui Agreement") entered into between the Company and Zhejiang Communications Investment Group Co., Ltd. (the "Communications Group") (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 authorization to any one of the directors of the Company (the "Directors"), or any other person authorized by the board of the Directors (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 Hanghui 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 Hanghui Agreement or the transactions contemplated thereunder be and are hereby approved, ratified and confirmed."

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2. "THAT an interim dividend of RMB6 cents per share in respect of the six months ended 30 June 2015 be and is hereby approved and declared."

3. 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:

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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

Company Secretary

Hangzhou, the PRC

28 August 2015

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Notes:

1. The above mentioned ordinary resolution in respect of the Hanghui Agreement, shall be approved by independent shareholders of the Company 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 28 August 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 7(2) below) such that the same shall be received by the Company on or before
25 September 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 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.
(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 7(2) below and, in the case of holders of H Shares, to Computershare Hong Kong Investor Services 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 EGM.
(4) Any vote of the shareholders of the Company present in person or by proxy at the EGM must be taken by poll.

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4. Book closing period
For the purpose of the EGM and to determine the shareholders who qualify for the proposed interim dividend, the register of members holding H Shares will be closed from 15 September 2015 to
14 October 2015 (both days inclusive) and from 21 October 2015 to 25 October 2015 (both days inclusive), respectively.
5. Last day of transfer and record date
Holders of H Shares who intend to attend the EGM and qualify for the proposed interim dividend must deliver all transfer instruments and the relevant shares certificates to Computershare Hong Kong Investor Services Limited at Rooms 1712-1716, 17/F, Hopewell Center, 183 Queen's Road East, Hong Kong, at or before 4:30 p.m. on 14 September 2015 and on 20 October 2015, respectively. For the purpose of the EGM and qualify for the proposed interim dividend, the record date will be 20 September 2015 and 25 October 2015, respectively.
6. Dividend payable date
Upon relevant approval by shareholders at the EGM, the interim dividend is expected to be paid out on 12 November 2015.
7. 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 Principal place of business address of the Company is:
5/F., No. 2 Mingzhu International Business Center
199 Wuxing Road
Hangzhou City, Zhejiang 310020
People´s Republic of China
Telephone No.: (+86)-571-8798 7700
Facsimile No.: (+86)-571-8795 0329

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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