Share Name Share Symbol Market Type Share ISIN Share Description
Zhejiang Exph LSE:ZHEH London Ordinary Share CNE1000004S4 'H' CNY1
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  +0.00p +0.00% 6.01p 0.00p 0.00p - - - 0 05:00:01
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
Industrial Transportation 109,535.2 58,979.2 839.0 0.0 261.04

Zhejiang Expressway Co Ld - Circular and Forms

15/02/2018 1:53pm

PR Newswire (US)


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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

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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 Association" the articles of association of the Company
"Audit Committee" the audit committee of the Company
"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 Practicable Date" 9 February 2018, being the latest practicable date for ascertaining certain information in this Circular
"Listing Rules" Rules Governing the Listing of Securities on the Stock Exchange
"Mr. Chen" Mr. CHEN Bin
"Mr. Wang" Mr. WANG Dongjie
"Mr. Zhan" Mr. ZHAN Xiaozhang
"Mr. Zhou" Mr. ZHOU Jun
"Nomination Committee" the nomination committee of the Company
"PRC" the People's Republic of China (for the purpose of this Circular, excludes Hong Kong, Macau and Taiwan)
"Remuneration Committee" the remuneration committee of the Company
"RMB" Renminbi, the lawful currency of the PRC
"SFO" Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
"Shareholder(s)" holder(s) of the share(s) of the Company
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"Strategic Committee" the strategic committee of the Company

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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:
  Mr. Zhan Xiaozhang (Chairman)
  Mr. Cheng Tao 
  Ms. Luo Jianhu
Registered office in the PRC:
12th Floor, Block A 
Dragon Century Plaza 
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. RECOMMENDATION

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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APPENDIX 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
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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)

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 (Note 4) Against (Note 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.

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