Zhejiang Expressway Circular and Forms

Share Name	Share Symbol	Market	Type	Share ISIN	Share Description
Zhejiang Expressway Co	LSE:ZHEH	London	Ordinary Share	CNE1000004S4	'H' CNY1

Industry Sector	Turnover	Profit	EPS - Basic	PE Ratio	Market Cap
	0	0		N/A	0

TIDMZHEH

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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
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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 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.

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ZHEJIANG EXPRESSWAY CO., LTD.
(A joint stock limited company incorporated in the People's Republic of China
with limited liability)
(Stock code: 0576)

(1) PROPOSED CHANGES IN DIRECTORS
AND
(2) 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, 2 April 2018 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 8 to 10 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 1 April
2018) (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.

15 February 2018

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CONTENT
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Definitions
Letter from the Board
Appendix I - Profiles of the Directors proposed to be appointed
Notice of EGM

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

"Articles of the articles of association of the Company
Association"

"Audit the audit committee of the Company
Committee"

"Board" the board of Directors

"Circular" this circular to the Shareholders

"Company Zhejiang Expressway Co., Ltd., 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, 2 April 2018 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 8 to 10 of this Circular

"Group" the Company and its subsidiaries

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

"Hong Kong" the Hong Kong Special Administrative Region of the PRC

"Latest 9 February 2018, being the latest practicable date for
Practicable ascertaining certain information in this Circular
Date"

"Listing Rules Governing the Listing of Securities on the Stock Exchange
Rules"

"Mr. Chen" Mr. CHEN Bin

"Mr. Wang" Mr. WANG Dongjie

"Mr. Zhan" Mr. ZHAN Xiaozhang

"Mr. Zhou" Mr. ZHOU Jun

"Nomination the nomination committee of the Company
Committee"

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

"Remuneration the remuneration committee of the Company
Committee"

"RMB" Renminbi, the lawful currency of the PRC

"SFO" Securities and Futures Ordinance (Chapter 571 of the Laws of Hong
Kong)

"Shareholder holder(s) of the share(s) of the Company
(s)"

"Stock The Stock Exchange of Hong Kong Limited
Exchange"

"Strategic the strategic committee of the Company
Committee"

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LETTER FROM THE BOARD
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ZHEJIANG EXPRESSWAY CO., LTD.
(A joint stock limited company incorporated in the People's Republic of China
with limited liability)
(Stock code: 0576)

Executive Directors: Registered office in the PRC:
Mr. Zhan Xiaozhang (Chairman) 12th Floor, Block A
Mr. Cheng Tao Dragon Century Plaza
Ms. Luo Jianhu 1 Hangda Road
Hangzhou
Zhejiang Province 310007
The People's Republic of China

Non-executive Directors:
Mr. Wang Dongjie
Mr. Dai Benmeng

Independent Non-executive Directors:
Mr. Zhou Jun
Mr. Pei Ker-Wei
Ms. Lee Wai Tsang, Rosa

15 February 2018

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED CHANGES IN DIRECTORS
AND
(2) 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 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. PROPOSED CHANGES IN DIRECTORS

Reference is made to the announcement of the Company dated December 22, 2017,
in relation to the resignation of Mr. Zhou Jianping as a non-executive
director, a member of the Audit Committee and Remuneration Committee of the
Company. Reference is also made to the announcement of the Company dated
February 14, 2018, in relation to the resignation of Mr. Zhan, Mr. Wang and
Mr. Zhou as an executive director, non-executive director and independent
non-executive director of the Company, respectively.

According to the Articles of Association, new Directors need to be elected at a
Shareholders' meeting. Before new Directors are considered and approved by the
Shareholders, Mr. Zhan, Mr. Wang and Mr. Zhou will continue to be Directors and
perform their duties. Mr. Zhan, Mr. Wang and Mr. Zhou have confirmed that they
have no disagreement with the Board and there is no other matter in relation to
their resignation applications that needs to be brought to the attention of the
Stock Exchange, the Shareholders and the creditors of the Company.

The Company has selected suitable candidates to fill the vacancies according to
relevant requirements. The Board has resolved to propose Mr. Yu Zhihong, Mr. Yu
Ji and Mr. Yu Qunli to be appointed as non-executive Directors and Mr. Chen to
be appointed as an independent non-executive Director. The proposed
appointments will be submitted to the EGM for the election of the proposed new
Directors. Such proposed appointments shall become effective subject to
Shareholders' approval at the EGM and the term of the office of the proposed
new Directors will end on the date of expiry of the term of the seventh session
of the Board, being 30 June 2018.

Details of changes in the membership of the Board committees will be reflected
in the list of directors announcement of the Company after the EGM.

Biographical details of each of the candidates proposed to be appointed as
Directors at the EGM are set out in Appendix I to this Circular.

3. DIRECTORS' EMOLUMENT AND SERVICE CONTRACTS

Non-executive Directors and independent non-executive Directors do not receive

any fixed remunerations from the Company, though all non-executive Directors
and independent non-executive Directors are provided with allowances that are
subject to their levels of participation in the Company's meetings as
determined by the Board at their discretion and there are no applicable scale
for determining such remuneration.

If Mr. Yu Zhihong, Mr. Yu Ji, Mr. Yu Qunli and Mr. Chen are appointed as
Directors at the EGM, each of them will enter into a service contract with the
Company upon their appointment.

4. CLOSURE OF REGISTER OF MEMBERS

For the purpose of determining the Shareholders' entitlement to attend and vote
at the EGM, the register of members holding H Shares of the Company will be
closed from 3 March 2018 to 1 April 2018 (both days inclusive). Holders of H
Shares who intend to attend and vote at the EGM must deliver all transfer
instruments and the relevant share certificates to Hong Kong Registrars
Limited at Rooms 1712-1716, 17/F, Hopewell Center, 183 Queen's Road East,
Wanchai, Hong Kong, at or before 4:30 p.m. on 2 March 2018. For the purpose
of the EGM, the record date is 13 March 2018.

5. EGM

You will find on pages 8 to 10 of this circular a notice of the EGM to be
held at 10 a.m. on Monday, 2 April 2018 at 5/F, No. 2 Mingzhu International
Business Center, 199 Wuxing Road, Hangzhou City, Zhejiang Province, the
People's Republic of China.

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 1 April
2018) (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.

6. RESPONSIBILITY STATEMENT

This Circular, for which the Directors collectively and individually accept
full responsibility, includes particulars given in compliance with the Listing
Rules for the purpose of giving information with regard to the Company. The
Directors, having made all reasonable enquiries, confirm that to the best of
their knowledge and belief the information contained in this Circular is
accurate and complete in all material respects and not misleading or
deceptive, and there are no other matters the omission of which would make any
statement herein or this Circular misleading.

7. RECOMMATION

The Directors (including the independent non-executive Directors) consider that
the proposed resolutions set out above are in the interests of the Company and
the Shareholders as a whole. Accordingly, the Directors (including the
independent non-executive Directors) recommend the Shareholders to vote in
favour of all the relevant resolutions to be proposed at the EGM.

Yours faithfully,
For and on behalf of
Zhejiang Expressway Co., Ltd.
Zhan Xiaozhang
Chairman

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APPIX I - PROFILES OF THE DIRECTORS PROPOSED TO BE APPOINTED
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The proposed candidates to be appointed as Directors at the EGM are nominated
by the Nomination Committee. The profiles of the candidates nominated are as
follows:

Candidates of Non-executive Directors

Mr. Yu Zhihong, born in April 1964, is a graduate from the Department of
Electro-mechanic Engineering, Zhejiang University, and holds a Master's Degree
in management from the Management Institute of Zhejiang University. Starting
from 1985, Mr. Yu Zhihong worked at Xiushui Town of Jiaxing City as Deputy
Manager of Township Industrial Company and Deputy Head of Township, from 1987
at Central District of Jiaxing City as Secretary to District Office, Secretary
of the Youth League, Deputy Party Secretary and Party Secretary of Tanghui
Town, from 1995 working as Deputy Director, Deputy Party Secretary, Director
and then Party Secretary of Management Committee for the Economic Development
Zone of Jiaxing City, from 2005 as Party Secretary of Haining City and as
Member of Party Standing Committee of Jiaxing City, from 2010 as Deputy Mayor
of Hangzhou City, Party Secretary of Qianjiang New Development Zone's
Construction Committee, and then Party Secretary of Xiaoshan District, Member
of Party Standing Committee of Hangzhou City, before he became the Deputy
Party Secretary and then Mayor of Shaoxing City in 2013. Mr. Yu Zhihong
assumed the position of Chairman and Party Secretary of Zhejiang Communications
Investment Group Co., Ltd. since 2016, and became Member of Provincial Party
Committee since June 2017.

Mr. Yu Ji, born in December 1975, is an engineer. He graduated from Zhejiang
University with a Master's Degree in Structure Engineering. Mr. Yu Ji began his
career at Jinwen Railroad Engineering Construction Project Management Division
(Qingtian County Lianggang section) and General Headquarter from 1996, worked
at Zhejiang Local Railroad Survey and Design Bureau and Zhejiang Tiezi
Engineering Co., Ltd. from 1998, and became a Structure Design Engineer at
Zhejiang Urban Construction Design and Research Institute from 2005. Starting
from 2007, Mr. Yu Ji worked as staff, Deputy Manager and then Manager at
Project Management Department of Zhejiang Railroad Investment Group Co., Ltd.,
and became General Manager of Railroad Project Department in 2015, Manager of
Communications Investment Department of Zhejiang Communications Investment
Group Co., Ltd. in 2016. Since 2018, Mr. Yu Ji became General Manager of
Strategic Development and Legal Affairs Department of Zhejiang Communications
Investment Group Co., Ltd.

Mr. Yu Qunli, born in April 1968, graduated from Xi'an Roadway Institute with a
Bachelor's Degree in Roads and Bridges Engineering. Mr. Yu Qunli also holds a
Master's Degree in Structure Engineering and a MBA Degree in Business
Administration, both from Zhejiang University. Mr. Yu Qunli started his career
in 1990 at Zhejiang Provincial Roads and Bridges Bureau and Zhejiang
Communications Engineering Construction Group Co., moved to Zhejiang
Communications Engineering Group Co., Ltd. in 2000, and to Zhejiang
Communications Investment Group Co., Ltd. in 2002. Starting from 2005, Mr. Yu
Qunli served as Deputy General Manager at Zhejiang Zhoushan Continent to
Island Construction Expressway Co., Ltd., and from 2006, as Deputy General
Manager at Zhejiang Ningbo Yongtaiwen Expressway Co., Ltd. and Zhejiang
Zhoushan Bay Bridge Co., Ltd. Beginning from 2010, Mr. Yu Qunli served as
Deputy Manager of Safety Management Department and Manager of Safety Monitoring
Management Department at Zhejiang Communications Investment Group Co., Ltd. He
served as General Manager at Zhejiang Ningbo Yongtaiwen Expressway Co., Ltd. in
2013, and as General Manager at Zhejiang Taizhou Expressway Co., Ltd. and
Zhejiang Zhoushan Bay Bridge Co., Ltd. Since 2015, Mr. Yu Qunli served as
General Manager of Expressway Operations Management Department at Zhejiang
Communications Investment Group Co., Ltd., and as General Manager at
Communications Operations Management Department since 2016.

Candidate of Independent Non-executive Director

Mr. Chen Bin, born in August 1967, is a graduate from University of South China
in computer science. He also holds a second Bachelor's degree from Chongqing
University in management engineering. Mr. Chen worked at Tianshi Network
Company of TCL Group as Deputy General Manager from 1998 to 2004, at Webex
Group as General Manager of China Investment from 2005 to 2006, and at
Cybernaut China Investment Fund as Senior Partner from 2007 to 2008. Mr. Chen
became Chief Executive and Funding Partner of Zhejiang Cybernaut Investment
Management Co., Ltd. since 2008. Mr. Chen also serves as Director at Sundy Land
Investment Co., Ltd., (a company listed on Shanghai Stock Exchange, SH Stock
Code: 600077) and Shenzhen Fountain Corporation (a company listed on Shenzhen
Stock Exchange, SZ Stock Code: 000005).

Other information

The term of office of the proposed new Directors will end on the date of expiry
of the term of the seventh session of the Board, being 30 June 2018.

Save as disclosed in the above, as at the Latest Practicable Date, the proposed
candidates to be appointed as Directors at the EGM had not held any other
directorships in any listed public companies in Hong Kong or overseas, in the
last three years nor any other positions with the Group. Furthermore, as at the
Latest Practicable Date, none of the proposed candidates to be appointed as
Directors at the EGM has any relationships with any Directors, senior
management or substantial or controlling shareholders of the Company. None of
the proposed candidates to be appointed as Directors at the EGM has any
interest in the shares of the Company or its associated corporation within the
meaning of Part XV of the SFO.

Save as disclosed herein, as at the Latest Practicable Date, there were no
other matters relating to the proposed candidates to be appointed as Directors
at the EGM that need to be brought to the attention of the Shareholders nor was
there any information to be disclosed pursuant to any of the requirements of
Rule 13.51(2)(h) to (v) of the Listing Rules.

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                                 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 the extraordinary general meeting (the "EGM") of 
Zhejiang Expressway Co., Ltd. (the "Company") will be held at 10 a.m. on 
Monday, 2  April  2018 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: 
 
                            AS ORDINARY RESOLUTIONS 
 
1. to elect Mr. Yu Zhihong as a non-executive director of the Company, and  to 
consider and approve his allowance package; 
 
2. to elect Mr. Yu Ji as a non-executive director of the Company, and to 
consider and approve his allowance package; 
 
3. to elect Mr. Yu Qunli as a non-executive director of the Company, and to 
consider  and approve his allowance package; 
 
4. to elect Mr. Chen Bin as an  independent non-executive director of 
the Company,  and to consider and approve his allowance package; and 
 
5. to authorise the board of directors of the Company to approve the proposed 
directors' service contracts and all other relevant documents and  to 
authorise any  one executive director of the Company to sign such contracts and 
other relevant documents for and on behalf of the Company and to take all 
necessary actions in connection therewith. 
 
                                                  By order of the Board 
                                                  Zhejiang Expressway Co., Ltd. 
                                                     Tony Zheng 
                                                      Company Secretary 
 
Hangzhou, PRC 
15 February 2018 
 
Notes: 
 
1.  Registration procedures  for attending the EGM 
 
(a)  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 5(b) below)   such 
that the same shall be received by the Company on or before 12 March 2018. 
 
(b)  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 
 
(a)  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. 
 
(b) A proxy shall be appointed by a written instrument signed by the appointor 
or an attorney authorized 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. 
 
(c)  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 5(b) below and, in the case of holders of H 
Shares, to Hong Kong Registrars Limited at 17M Floor, Hopewell Center, 183 
Queen's Road East, Wanchai, Hong Kong, at least 24 hours before the time 
designated for holding of  the  EGM  (i.e. by  no  later than 10  a.m.  on 1 
April 2018). 
 
(d) Any vote of the  shareholders of  the  Company present in  person or  by 
proxy at  the  EGM  must be  taken by poll. 
 
3.  Book closing period 
 
For the purpose of the EGM, the register of members holding H  Shares will be 
closed from 3  March 2018 to  1  April 2018 (both days inclusive). 
 
4.  Last  Day of Transfer and Record Date 
 
Holders of H Shares who intend to attend the EGM 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 4:30 p.m. on 2 March 2018. 
 
For the purpose of the EGM, the record date will be 13 March 2018. 
 
5.   Miscellaneous 
 
(a)  The EGM will not last for more than one day. Shareholders who attend shall 
bear their own traveling and accommodation expenses. 
 
(b)  The principal place of business of the Company in the PRC is: 
 
5/F, No. 2 Mingzhu International Business Center 
199 Wuxing Road 
Hangzhou City, Zhejiang Province People's Republic of  China 310020 
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 and Mr. DAI Benmeng; and the independent 
non-executive directors of the Company are: Mr. ZHOU Jun, Mr. PEI Ker-Wei and 
Ms. LEE Wai Tsang, Rosa. 
 
                         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 related to this proxy form (Note 1)  H Shares/Domestic Shares* 
 
 
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 10 a.m. on Monday, 2 April 2018 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 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 own discretion (note 4). 
 
                      Ordinary Resolutions                        For   Against 
                                                                  (Note (Note 
                                                                  4)    4) 
 
to elect Mr. Yu Zhihong as a non-executive director of the 
Company,  and to consider and approve his allowance package; 
 
to elect Mr. Yu Ji as a non-executive director of the Company, 
and to consider and approve his allowance package; 
 
to elect Mr. Yu Qunli as a non-executive director of the Company, 
and to consider and approve his allowance package; 
 
to elect Mr. Chen Bin as an independent non-executive director of 
the Company, and to consider and approve his allowance package; 
and 
 
to authorise the board of directors of the Company to approve the 
proposed directors' service contracts and all other relevant 
documents and to authorise any one executive director of the 
Company to sign such contracts and other relevant documents for 
and on behalf of the Company and to take all necessary actions in 
connection therewith. 
 
Date: ______________________, 2018                  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 proxy form 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  5/F,  No.  2 
Mingzhu  International Business Center, 199 Wuxing Road, Hangzhou City, 
Zhejiang Province, 310020, the PRC, and in the case of a holder of H share(s), 
to  Hong Kong Registrars Limited at  17M  Floor, Hopewell Center, 183  Queen's

Road East, Wanchai, Hong Kong, at least 24 hours before the time designated for 
the holding of the EGM (i.e. by no later than 10 a.m. on 1 April 2018). 
 
* 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: 
   ______________ and 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 10 a.m. on Monday, 2 April 2018 at  5/F, No. 
2  Mingzhu International Business Center, 199  Wuxing Road, Hangzhou City, 
Zhejiang Province, the People's Republic of China (the "PRC"). 
 
Signature: _____________________      Date:   ________________  , 2018 
 
Note: Eligible shareholders who wish to attend the  EGM  are  advised to 
complete and  return this reply slip to  the  Company at  5/F, No.  2  Mingzhu 
International Business Center, 199  Wuxing Road, Hangzhou City, Zhejiang 
Province, the  People's Republic of China by post or by facsimile (facsimile 
no.: (+86) -571-8795 0329) such that  the  same  shall  be  received  by  the 
Company on or before 12 March 2018. Failure to sign and return this slip, 
however, will not preclude  an  eligible  shareholder from attending the EGM. 
 
* Please delete as appropriate. 
 
 
 
END

(END) Dow Jones Newswires

February 15, 2018 08:53 ET (13:53 GMT)

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ZHEH Zhejiang Expressway Co