Circular - Election of Directors and Supervisor...

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      THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
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If you are in any doubt as to any aspect of this circular or as to the 
action to be taken, you should consult a stockbroker or other registered 
dealer in securities, a bank manager, solicitor, professional accountant or
 other professional adviser.

If you have sold all your shares in Zhejiang Expressway Co., Ltd., you 
should at once pass this circular to the purchaser or to the bank, 
stockbroker or other agent through whom the sale was effected for 
transmission to the purchaser.

The Stock Exchange of Hong Kong Limited takes no responsibility for the 
contents of this circular, makes no representation as to its accuracy or
completeness and expressly disclaims any liability whatsoever for any 
loss howsoever arising from or in reliance upon the whole or any part of 
the contents of this circular.


                     ZHEJIANG EXPRESSWAY CO., LTD.

   (A joint stock limited company incorporated in the People's Republic
                   of China with limited liability)
                           (Stock code: 0576)


             PROPOSED AMENDMENT TO ARTICLES OF ASSOCIATION
                 ELECTION OF DIRECTORS AND SUPERVISORS
                          OF THE SIXTH SESSION
                 NOTICE OF 2011 ANNUAL GENERAL MEETING



                                                        April 25, 2012
 


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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)

Dear Sir or Madam:

              PROPOSED AMENDMENT TO ARTICLES OF ASSOCIATION
                   ELECTION OF DIRECTORS AND SUPERVISORS
                           OF THE SIXTH SESSION
                  NOTICE OF 2011 ANNUAL GENERAL MEETING

INTRODUCTION


    The current board of directors of the Company comprises nine 
directors including five executive directors and four non-executive 
directors (three of whom are independent non-executive directors), while
 the supervisory committee of the Company comprises five supervisors 
including four outside supervisors (including three independent 
supervisors and one supervisor representing the shareholders) and one 
supervisor representing the employees of the Company.

    Under the articles of association of the Company, all of the 
directors and outside supervisors of a new session will be elected in
a general meeting through resolutions adopted by more than half of the
voting rights held by the shareholders (including their proxies) 
attending the meeting. The supervisor representing the employees will be
elected by the employees of the Company.

    The current and fifth session of the broad of directors and the 
supervisory committee expired on February 29, 2012. Due to a delay in 
the nomination process for the appointment of candidates to the next 
session of the board and the supervisory committee, the current members 
stayed on as members of the board and the supervisory committee until a 
new session of the board and the supervisory committee is elected.


ANNUAL GENERAL MEETING


    The 2011 annual general meeting of the Company (the "AGM") will be
held at 9:00 a.m. on Monday, June 11, 2012 at 12th Floor, Block A, 
Dragon Century Plaza, 1 Hangda Road, Hangzhou, Zhejiang 310007, the 
PRC, to consider, amongst others, to elect members of the board of 
directors and the supervisory committee of the sixth session, except 
for the supervisor representing the employees of the Company, and to 
fix their respective remunerations. A notice of the AGM is set out on 
page 10 of this circular.


PROPOSED AMENDMENT TO ARTICLES OF ASSOCIATION


    Based on candidates nominated to the sixth session of the board of 
directors, the new board of directors of the Company will comprise 
three executive directors and six non-executive directors, three of 
whom are independent non-executive directors.

    To reflect this change in the composition of the board of 
directors, the Company proposes  to amend the articles of association 
of the Company accordingly. The proposed amendment to the articles is 
set out in Appendix I to this circular. According to the articles of 
association of the Company and the relevant laws and regulations, the 
proposed amendment to the articles are subject to the approval of the 
shareholders of the Company by way of special resolution at the AGM 
of the Company to be held on June 11, 2012.


    The legal advisers to the Company as to Hong Kong laws and laws of 
he People's Republic of China ("PRC") have respectively confirmed that
the proposed amendment to the articles of association of the Company 
comply with the requirements of the Listing Rules and the applicable 
laws of PRC. The Company confirms that there is nothing unusual about 
the proposed amendments for a company incorporated in the PRC and 
listed on The Stock Exchange of Hong Kong Limited.


INDEPENDENT NON-EXECUTIVE DIRECTORS


    Of the three candidates nominated to become independent 
non-executive directors of the Company, Mr. ZHOU Jun and Mr. PEI Ker-Wei
are first time nominees while Mr. ZHANG Junsheng had been serving as an 
independent non-executive director of the Company since 2000.

    Notwithstanding the abovementioned, Mr. ZHANG has provided 
confirmation on having satisfied all factors concerning independence as
set out in Rule 3.13 of the Listing Rules. The Board believes that 
Mr. ZHANG Junsheng will continue to be independent and should be 
re-elected on the basis of his valuable knowledge and experience.


DIRECTORS AND SUPERVISORS' EMOLUMENTS
 

     The proposed remunerations for executive directors, which are fixed
for their three-year term of service based on remuneration for the fifth
session of the Board, are as follows:

                               1st year     2nd year     3rd year
                                    Rmb          Rmb          Rmb

Chairman                        899,000      899,000      899,000
Director/General Manager        689,000      689,000      689,000
Director/Deputy General Manager 595,000      595,000      595,000


     Non-executive directors and supervisors do not receive any fixed 
remunerations from the Company, though all directors and supervisors are
provided with allowances that are subject to their levels of 
participation in the Company's meetings as determined by the board of 
directors at their discretion and there are no applicable scale for 
determining such remuneration.


FINAL DIVIDEND


     The Directors have resolved to recommend a final dividend of Rmb25
cents per share in respect of the year ended December 31, 2011.


GENERAL INFORMATION


     Your attention is drawn to the appendices to this circular. There 
are no other matters that need to be brought to the attention to the 
shareholders of the Company.


                                                Yours faithfully,
                                             By order of the Board
                                          Zhejiang Expressway Co., Ltd.
                                                   Tony Zheng
                                               Company Secretary


April 25, 2012
 

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APPENDIX 1                          AMENDMENT TO ARTICLES OF ASSOCIATION
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     Amend Article 90 of the Articles by deleting Article 90 in its 
entirety and substituting therefor the following new Article 90:

     "The Company shall have a board of directors. The board of 
directors shall comprise nine directors, of whom at least three shall 
be independent non-executive directors. The board of directors shall 
have one chairman and one vice-chairman."


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APPENDIX 2       PARTICULARS OF DIRECTOR AND SUPERVISOR TO BE APPOINTED
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NAMES AND PROFILES OF THE CANDIDATES OF THE BOARD OF DIRECTORS OF THE 
SIXTH SESSION


     The proposed candidates of the board of directors of the sixth 
session of the Company are nominated by the Nomination and Remuneration 
Committee of the Company. Mr. ZHAN Xiaozhang, Mr. DING Huikang and 
Mr. ZHANG Junsheng are members of the board of the fifth session and 
have been nominated as candidates for re-election as members of the 
board of the sixth session. Ms. LUO Jianhu, Mr. LI Zongsheng, Mr. WANG
Weili, Mr. WANG Dongjie, Mr. ZHOU Jun and Mr. PEI Ker-Wei are newly 
nominated candidates for election as members of the board of the sixth
session. The profiles of the candidates nominated to the board of 
directors of the sixth session are as follows:


Executive directors


     Mr. ZHAN Xiaozhang, born in 1964, is a senior economist with a 
bachelor's degree in law. In 2005, Mr. Zhan obtained a master's degree 
in public administration from the Business Institute of Zhejiang 
University. Mr. Zhan has been appointed as an Executive Director and 
the General Manager of the Company since March 1, 2009. From 1985 to 
1991, Mr. Zhan worked as an officer at Transport Administrative 
Division  under Waterway Transport Authority of Zhejiang Provincial 
Bureau of Construction. From 1991 to 1998, he served as Deputy 
Secretary then Secretary of the Communist Youth League Commission at 
Zhejiang Provincial  Bureau of Communications. From 1998 to 2002, he 
was Deputy Director of Waterway Transport Authority under Zhejiang 
Provincial Bureau of Communications. From 2002 to 2003, he was Deputy 
Director of Human Resources Department at Zhejiang Provincial Bureau 
of Communications. From 2003 to 2006, Mr. Zhan was Chairman of 
Zhejiang Wenzhou Yongtaiwen Expressway Co., Ltd. From 2006 to 2008, 
he became Chairman of Zhejiang Jinji Property Co., Ltd. Mr. Zhan has 
been Assistant to General Manager and Manager of Research and 
Development Department at Zhejiang Communications Investment Group 
Co., Ltd. ("Communications Group", the controlling shareholder of the
Company) from 2006 to 2009; he currently serves as Deputy General 
Manager of Communications Group.

     Ms. LUO Jianhu, born in 1971, graduated from the Department of 
Law at Hangzhou University, majoring in Economic Law. She is a senior 
economist with a bachelor's degree in law. Since she started her 
career in August 1994, Ms. Luo had held such positions as the board 
secretary of Zhejiang Transportation Engineering Construction Group 
Co., Ltd. and the secretary of the Secretarial Office to the Board, 
assistant director, deputy director of Legal Affairs Department, 
deputy director of the Secretarial Office to the Board of Zhejiang 
Communications Investment Group Co., Ltd. She is currently the board 
secretary, director of the Secretarial Office to the Board and Manager 
of Investment and Development Department of Zhejiang Communications 
Investment Group Co., Ltd.

     Mr. DING Huikang, born in 1955, is an Executive Director and 
Deputy General Manager of the Company. Mr. Ding graduated from 
Zhejiang Institute of Communications majoring in Road and Bridge 
Engineering and Changsha Institute of Communications majoring in 
Economic Law. From 1980 to 1997, Mr. Ding successively held the 
positions of technician, assistant engineer, engineer, assistant team
leader and team leader at No.1 Road Engineering Team of Zhejiang 
Province. From 1997 to 2000, he served as General Manager and senior 
engineer of No.1 Transportation Engineering Co., Ltd. of Zhejiang 
Transportation Engineering Construction Group. From 2000 to 2004, 
he was head of the management committee of Zhejiang Ningbo Yongtaiwen
Expressway Second Phase Project. He has been Chairman of Zhejiang 
Ningbo Yongtaiwen Expressway Co., Ltd. and Zhejiang Zhoushan Cross-Sea
Bridge Co., Ltd. since 2004 and 2006 respectively.
 

Non-executive directors


     Mr. LI Zongsheng, born in 1967, is a senior economist. Since 
graduated from the Department of Chinese Language at YanTai University
in July 1991, Mr. Li had served as the deputy director of the 
administrative office of the Commission for Economy and Trade of 
Zaozhuang in Shandong Province and the head of the First Secretarial 
Division of Zaozhuang Municipal Government Office. Since he joined 
Zhejiang Communications Investment Group Co., Ltd. in July 2004, he 
had successively held the positions of the head and deputy director 
of Chinese Communist Party Working Department, deputy director of 
Discipline Office, the board secretary and deputy director of the 
Secretarial Office to the Board. He is currently the manager of Human
Resources Department of Zhejiang Communications Investment Group Co. 
Ltd.

     Mr. WANG Weili, born in 1965, graduated from Fuzhou University 
majoring in Road and Bridge, and then obtained a master's degree in 
Civil Engineering from Zhejiang University. He is a senior engineer 
with professional certification. Since he started his career in 
September 1987, Mr. Wang had served as an engineer of Zhejiang 
Transportation Design Institute, the vice director of Engineering 
Division of Executive Commission of Zhejiang Jinliwen Expressway 
Co., Ltd., the deputy general manager and chief engineer of Zhejiang
Jiashao Expressway Co., Ltd. Since he joined Zhejiang Communications 
Investment Group Co., Ltd. in May 2006, he had successively held the 
positions of the vice president of Project Management Department, 
Security Management Department and Expressway Management Department 
and the deputy director of the Expressway Construction Management 
Office. He is currently the manager of Expressway Management 
Department of Zhejiang Communications Investment Group Co. Ltd.

     Mr. WANG Dongjie, born in 1977, graduated from Southeast 
University majoring in Highway and Railway Engineering with a 
master's degree in engineering. He is a senior engineer. Since he 
started his career in March 2002, Mr. Wang had served as an engineer
of Executive Commission of Hangzhou Ring Road North Line Project, 
the deputy executive chief of Executive Commission for the interflow 
renovation of Hangzhou airport road, the Engineering Division Chief 
of Management Office of Chun'an section of Hangqian Expressway and 
the director and deputy general manager of Hangzhou Transportation 
Road and Bridge Construction Company. He joined Zhejiang 
Communications Investment Group Co., Ltd. in January 2007, and is 
currently the vice president of Investment and Development 
Department.


Independent non-executive directors


     Mr. ZHANG Junsheng, born in 1936, is a professor, Independent 
Non-executive Director and a member of the Audit Committee and the 
Nomination and Remuneration Committee of the Company. Mr. Zhang 
graduated from Zhejiang University in 1958, and was Lecturer, 
Associate Professor, and Advising Professor at Zhejiang University. 
He was also concurrently a Professor at, amongst other universities, 
Zhongshan University. In 1980, he became Deputy General Secretary 
of Zhejiang University. In 1983, Mr. Zhang served as Deputy General 
Secretary in the Hangzhou City Communist Party Committee. In 1985, 
he began to work for the Xinhua News Agency, Hong Kong Branch, and 
had become its Deputy Director since July, 1987 and was Consultant 
to the Sichuan Provincial Government and Senior Consultant to the 
Shenzhen Municipal Government. Since September 1998, Mr. Zhang has 
taken up the position of General Secretary of Zhejiang University 
and the Special Advisor to the Zhejiang Provincial Government. 
From 2003 to 2008, Mr. Zhang served as Director of the Zhejiang 
Province People's Government Economic Development Consultation 
Committee and he is currently Chairman of Zhejiang University 
Development Committee, Inspector engaged by the Ministry of 
Education, President of Association of Confucianism in Zhejiang 
Province, Honorary Doctor of Science of City University of Hong 
Kong, Honorary Academician of Asian Knowledge Management Association
and Honorary Professor of Canadian Chartered Institute of Business 
Administration. Mr. Zhang has been an Independent Non-executive 
Director of the Company since March 2000.

     Mr. ZHOU Jun, born in 1969, is Executive Director and Deputy 
Chief Executive Officer of Shanghai Industrial Holdings Ltd. and 
Vice President of Shanghai Industrial Investment (Holdings) Co. 
Ltd. ("SIIC"). Mr. Zhou graduated from Nanjing University and 
Fudan University with a Bachelor's and a Master's degree in 
economics (international finance). He also serves as the Chairman 
of S. I. Infrastructure Holdings Ltd. and other seven companies, 
Vice President of Asia Water Technology Limited in Singapore 
(SGX:5GB), Executive Director of Shanghai Industrial Urban 
Development Group Limited (HK: 0563), and is a member of the 
Shanghai Municipal People's Congress. He worked for Guotai 
Securities Co., Ltd. (now Guotai Junan Securities Co.) before 
joining SIIC in April 1996. The management positions he had held
within the SIIC group of companies were Deputy General Manager 
of SIIC Real Estate Holdings (Shanghai) Co., Ltd., Deputy 
General Manager of Shanghai United Industrial Co., Ltd., Director 
and General Manager of Shanghai Galaxy and General Manager of 
the strategic investment department of SIIC. Mr. Zhou has more 
than 10 years' professional experience in securities, finance, 
real estate and project planning.

     Mr. PEI Ker-Wei, born in 1957, is Professor of Accountancy, 
and Associate Dean at W. P. Carey School of Business, Arizona 
State University. Mr. Pei received his Ph.D. degree in Accounting 
from University of North Texas in 1986. He is currently the 
Director of W. P. Carey EMBA programs in China. He served as the 
Chairman of Globalization Committee of the American Accounting 
Association in 1997 and as the President of Chinese Accounting 
Professors Association�CNorth America in 1993 to 1994. Mr. Pei 
currently serves as an external director of Baosteel Group and 
independent director of Want Want China Holdings (00151.hk) and 
Zhong An Real Estate (00672.hk).


NAMES AND PROFILES OF THE CANDIDATES TO THE SUPERVISORS OF THE 
SUPERVISORY COMMITTEE OF THE SIXTH SESSION


     The outside supervisors of the Company are elected and 
removed at a general meeting, whereas the supervisor representing 
the employees is elected and removed by the employees of the 
Company. Mr. WU Yongmin and Mr. LIU Haisheng are the members of 
the supervisory committee of the fifth session and have been 
nominated as candidates for re-election as the independent 
supervisors of the supervisory committee of the sixth session. 
Mr. FU Zhexiang and Mr. ZHANG Guohua are newly nominated 
candidates for election as supervisor representing shareholders 
of the Company and independent supervisor for the supervisory 
committee of the sixth session, respectively. Ms. ZHANG Xiuhua 
has been elected by employees of the Company as the supervisor 
representing employees of the Company for the supervisory 
committee of the sixth session. The profiles of the candidates 
to the new supervisory committee are as follows:


Supervisor representing shareholders


     Mr. FU Zhexiang, born in 1958, graduated from 
Correspondence College of the Party Central School majoring in 
Economics with a bachelor's degree. He is a senior accountant 
with professional certification. Since he started his career 
in December 1976, Mr. Fu had served as the deputy chief of the 
Transportation Management Division of Highway Administration 
of Zhejiang Province and the deputy chief accountant of 
Zhejiang Xin Gan Xian Express Passenger Transportation Co., 
Ltd. Since he joined Zhejiang Communications Investment Group 
Co., Ltd. in February 2002, he had successively held the 
positions of the assistant manager of the Financial Audit 
Department and the vice president of Financial Management 
Department and Internal Audit Department. He is currently the 
manager and financial director of the Financial Management 
Department of Zhejiang Communications Investment Group Co., 
Ltd.
 

Independent supervisors


     Mr. WU Yongmin, born in 1963, is an assistant professor. 
Mr. Wu graduated from China University of Political Science and 
Law with a master's degree in law in 1990. He was Deputy Dean of 
the Department of Law at Hangzhou University, Deputy Dean and 
Standing Deputy Dean of the Department of Law at Zhejiang 
University's Law School, and Director of Zhejiang Zheda Law Firm. 
Mr. Wu studied at Christian-Albrechts-Universitatzu Kiel in 1996 
as Visiting Scholar. He is currently Acting Dean of the 
Department of Law at the Law School of Zhejiang University, 
Supervisor for master's degree candidates in Business Law, member 
of China Business Law Research Council, Deputy Director of 
Zhejiang Tax Law Research Council, Arbitrator of Hangzhou 
Arbitration Committee, and Lawyer at Zhejiang Zheda Law Firm.

     Mr. LIU Haisheng, born in 1969, is a professor. He obtained 
a doctorate degree in Economics from Fudan University, a 
postdoctoral fellow in Accounting at Xiamen University. He is 
currently Professor in Accounting, a master student supervisor, 
a Certified Public Accountant (non-practicing) in the PRC, a 
member of the Expert Consultancy Committee of Accounting Standards 
in Zhejiang Province, an Assessment Expert on Financial 
Expenditures Performance of Zhejiang Province, an executive member 
of the Zhejiang Association of Certified Financial Officers and 
Independent Supervisor of the Company. He is currently a Vice Dean 
of the School of Finance and Accounting at Zhejiang Gongshang 
University. His main research fields include accounting for 
intangible assets, strategic cost management and economic theories. 
Mr. LIU is also an independent director of the following public 
listed companies: Ningbo Thermal Power Co., Ltd, Zhejiang Qianjiang 
Motorcycle Co., Ltd and Zhejiang Enjoyor Electronics Co., Ltd. 

     Mr. ZHANG Guohua, born in 1963, obtained a doctorate degree 
in human resources management. He is a senior economist and the 
president of Ping An Bank Hangzhou Branch. Mr. Zhang graduated 
from Hangzhou University in 1985 with a bachelor's degree in 
education and then received a master's degree in educational 
psychology in 1988. In 2000, he was granted the Graduate 
Certificate of Completion in finance by the School of Economics 
of Zhejiang University, and then obtained the doctorate degree 
from the School of Management of Zhejiang University in 2007. 
Since 1988, Mr. Zhang had successively worked in the headquarters 
of China Industrial and Commercial Bank, Hangzhou Institute of 
Financial Managers, Hangzhou Financial Urban Credit Cooperative, 
China Everbright Bank Hangzhou Branch and Wuxi Branch. Since 
February 2009, he has been the president of Ping An Bank Hangzhou 
Branch. Since 10 July 2008, he has served as an independent 
director of Zheshang Securities.


Supervisor representing employees (Elected by employees of the 
Company)


     Ms. ZHANG Xiuhua, born in 1969, is a senior economist and 
the manager of Operation Department of the Company. Ms. Zhang 
graduated from Chongqing Jiaotong University majoring in 
transportation management with a bachelor's degree in science, and 
obtained a master's degree in business administration from 
Zhejiang University in 2006. From 1991 to 1997, Ms. Zhang had 
worked at the Operation Office of the Executive Commission of 
Zhejiang Expressway. Since she joined the Company in 1997, Ms. Zhang 
has successively served as the assistant manager, deputy manager and 
manager of the Operation Management Department. She is also a 
director of Zhejiang Yuhang Expressway Co., Ltd. and Zhejiang 
Expressway Petroleum Company.


OTHER INFORMATION


     Save as disclosed in the above, the proposed candidates for the 
board of directors and supervisors of the sixth session of the 
Company have no relationships with any directors, senior management 
or substantial or controlling shareholders of the Company.

     The proposed term of office of the directors and supervisors 
of the sixth session will be for a period of three years, commencing 
on June 11, 2012 and expiring on June 30, 2015.

     None of the proposed candidates for the board of directors and 
supervisors of the sixth session of the Company has an interest 
in the shares of the Company (within the meaning of Part XV of the 
Securities and Futures Ordinance).
 


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APPENDIX 3                            NOTICE OF ANNUAL GENERAL MEETING
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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 2011 ANNUAL GENERAL MEETING


     NOTICE IS HEREBY GIVEN THAT the 2011 annual general meeting 
(the "AGM") of Zhejiang Expressway Co.,Ltd. (the"Company") will be 
held at 9:00 a.m. on Monday, June 11, 2012 at 12/F, Block A, Dragon 
Century Plaza, 1 Hangda Road, Hangzhou, 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:

A. AS ORDINARY RESOLUTIONS:


   1. to consider and approve the report of the directors for the year 
      2011;


   2. to consider and approve the report of the supervisory committee 
      for the year 2011;


   3. to consider and approve the audited financial statements for the 
      year 2011;


   4. to consider and approve final dividend of Rmb25 cents per share 
      in respect of the year ended December 31, 2011;


   5. to consider and approve the final accounts for the year 2011 and 
      the financial budget for the year 2012;

   6. to consider and approve the re-appointment of Deloitte Touche 
      Tohmatsu Certified Public Accountants Hong Kong as the Hong Kong 
      auditors of the Company, and to authorize the board of directors 
      of the Company (the "Board") to fix their remuneration; and 

   7. to consider and approve the re-appointment of Pan China Certified 
      Public Accountants as the PRC auditors of the Company, and to 
      authorize the Board to fix their remuneration.


   8. to elect directors of the Company, other than Mr. ZHANG Junsheng, 
      and consider and approve their remuneration and allowance package;

   9. to re-elect Mr. ZHANG Junsheng as an independent non-executive 
      director of the Company and consider and approve his allowance 
      package;

  10. to elect supervisors of the Company, and consider and approve 
      their allowance package;

  11. to authorize the Board to approve the directors' service 
      contracts, the supervisors' service contracts and all other 
      relevant documents and to authorize 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.


B. AS SPECIAL RESOLUTION:


     "THAT the proposal by the Board to amend the articles of 
association of the Company in the manner as set out in the circular of 
the Company dated April 25, 2012 to the shareholders of the Company, of 
which this notice forms part, be and is hereby approved, and the Board 
be and is hereby authorized to do all such things as necessary in 
respect of the amendments pursuant to the requirements (if any) under 
domestic or overseas laws or under the rules of any stock exchange on 
which any securities of the Company are listed."


                                              By order of the Board
                                         Zhejiang Expressway Co., Ltd.
                                                   Tony Zheng
                                               Company Secretary


Hangzhou, the PRC April 25, 2012


Notes:

1. Registration procedures for attending the AGM

   (1) Holders of H shares of the Company ("H Shares") and domestic 
       shares of the Company ("Domestic Shares") intending to attend 
       the AGM should return the reply slip for attending the AGM to 
       the Company by    post or by facsimile (address and facsimile 
       numbers are shown in paragraph 6(2) below) such that the same 
       shall be received by the    Company on or before May 21, 2012.

   (2) A shareholder or his/her/its proxy should produce proof of 
       identity when attending the AGM. 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

   (1) A shareholder eligible to attend and vote at the AGM is 
       entitled to appoint, in written form, one or more proxies to 
       attend and vote at the AGM on behalf of him/her/it. A proxy 
       needs 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 6(2) 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, Hong Kong, at least 24 hours before the 
       time designated for holding of the AGM.

   (4) Any vote of the shareholders of the Company present in person 
       or by proxy at the AGM must be taken by poll.

3. Book closing period


   For the purpose of the AGM and to determine the shareholders who 
   qualify for the proposed final dividend, the register of members 
   holding H shares of the Company will be closed from May 12, 2012 to 
   June 10, 2012 (both days inclusive), and from June 15, 2012 to June 
   19, 2012 (both days inclusive).

4. Last day of transfer and record date

   Holders of H Shares who intend to attend the AGM and qualify for 
   the proposed final dividend 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 Friday, May 11, 2012, and on 
   Thursday, June 14, 2012, respectively.

   For the purpose of the AGM and qualify for the proposed final 
   dividend, the record date is May 17, 2012, and June 19, 2012, 
   respectively.

5. Dividend Payable date

   Upon relevant approval by shareholders at the AGM, the final 
   dividend is expected to be paid out on July 12, 2012.

6. Miscellaneous

   (1) The AGM 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
       1 Hangda Road
       Hangzhou, Zhejiang 310007
       People's Republic of China
       Telephone No.: ([phone]
       Facsimile No.: ([phone]

     As at the date of this notice, the executive directors of the 
Company are: Messrs. CHEN Jisong, ZHAN Xiaozhang, JIANG Wenyao, ZHANG 
Jingzhong and DING Huikang; the non-executive director is: Mrs. ZHANG 
Luyun; and the independent non-executive directors are: Messrs. TUNG 
Chee Chen, ZHANG Junsheng and ZHANG Liping.