749b1b80-51e8-41b6-a625-cac53be2e4b4.pdf

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)

(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:


  1. 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


  2. 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.


      5. 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

          3. 1 Hangda Road

          Hangzhou, Zhejiang 310007 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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