Circular: Proposed Amendments to the AOA etc.

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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 and reply slip 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) INTERIM DIVIDEND FOR THE SIX MONTHS ENDED 30 JUNE 2017
(2) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
AND
(3) 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, 18 December 2017 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 10 to 11 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 17 December 2017) (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.

3 November 2017

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CONTENTS
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Definitions 
Letter from the Board
Appendix I – Proposed Amendments to the Articles of Association
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"	the articles of association of the Company, as amended from time to time
"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, 18 December 2017 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 10 to 11 of this Circular
"H Shares"	overseas listed foreign shares in the share capital of the Company with a nominal value of RMB1.00 per share, which are listed on the Main Board of the Stock Exchange
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"Listing Rules"	Rules Governing the Listing of Securities on the Stock Exchange "MOF" the Ministry of Finance of the PRC
"PRC"	the People's Republic of China (for the purpose of this Circular, excludes Hong Kong, Macau and Taiwan)
"RMB"	Renminbi, the lawful currency of the PRC
"Shareholder(s)"	holder(s) of the share(s) of the Company
"Stock Exchange"	The Stock Exchange of Hong Kong Limited

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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)	12/F, Block A
Mr. Cheng Tao	Dragon Century Plaza
Ms. Luo Jianhu	1 Hangda Road
	Hangzhou
Non-executive Directors:	Zhejiang Province 310007
Mr. Wang Dongjie	The People's Republic of China
Mr. Dai Benmeng
Mr. Zhou Jianping
Independent Non-executive Directors:
Mr. Zhou Jun
Mr. Pei Ker-Wei
Ms. Lee Wai Tsang, Rosa
	3 November 2017

To the Shareholders

Dear Sir or Madam,

(1) INTERIM DIVIDEND FOR THE SIX MONTHS ENDED 30 JUNE 2017
(2) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
AND
(3) 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 the 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. INTERIM DIVIDEND FOR THE SIX MONTHS ENDED 30 JUNE 2017

Reference is made to the announcement of the Company dated 23 August 2017 in relation to, among other things, the Board's recommendation of the payment of an interim dividend of RMB6 cents per share to the Shareholders. Such proposed payment of interim dividend is subject to the approval of the Shareholders at the EGM. Subject to the approval by the Shareholders having been obtained at the EGM, the interim dividend is expected to be paid to the Shareholders on or about 19 January 2018 instead of by no later than 31 December 2017.

3. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Reference is made to the announcement of the Company dated 31 October 2017 in relation to the Board's recommendation to make amendments to the existing Articles.

As the organization department of Zhejiang Provincial Party Committee and the party committee of the State-owned Assets Supervision and Administration Commission of Zhejiang Province recently proposed more specific requirements on party construction to be incorporated into the articles of association, the Company intends to amend the Articles. The proposed amendments are set out in Appendix I to this Circular. According to the Articles and the relevant laws and regulations, the proposed amendments to the Articles are subject to the approval of the Shareholders by way of special resolution at the EGM.

The legal advisers to the Company as to the laws of Hong Kong and the laws of the PRC have respectively confirmed that the proposed amendments to the Articles comply with requirements of the Listing Rules and applicable laws of the 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.

4. CLOSURE OF REGISTER OF MEMBERS

For the purpose of determining the Shareholders' entitlement to attend and vote at the EGM and to qualify for interim dividend payment as well as compensation payment (details of which were provided in the same announcement of the Company dated 23 August 2017), the register of members holding H Shares of the Company will be closed from 18 November 2017 to 17 December 2017 (both days inclusive), and from 22 December 2017 to 27 December 2017 (both days inclusive), respectively. Holders of H Shares who intend to attend and vote at the EGM and to qualify for interim dividend payment as well as compensation payment 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 17 November 2017 and on 21 December 2017, respectively. For the purpose of the EGM and for interim dividend payment as well as compensation payment, the record dates are 23 November 2017 and 27 December 2017, respectively.

5. EGM

You will find on pages 10 to 11 of this Circular a notice of the EGM to be held at 10 a.m. on Monday, 18 December 2017 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 17 December 2017) (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 all resolutions set out in the notice of EGM for consideration and approval by Shareholders 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 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 - PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
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TABLE OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Proposed amendments

Reasons for or basis of amendments

CHAPTER 19A PARTY COMMITTEE Article 19A.1 This chapter is formulated to suit the needs of the development of socialistic market economy, establishing modern state-owned enterprise regulating system with Chinese characteristics, governing the organization and action of company, protecting the legal interests of investors, the Company and creditors, as well as pursuant to relevant laws, rules and regulations, including but not limited to, the Company Law of the People's Republic of China, the Enterprise State-owned Asset Law of the People's Republic of China, and the Articles of Association of the Chinese Communist Party (the "Party Articles"). Article 19A.2   These Articles of Association constitute a legal document that governs the organization and action of company, with binding power over investor, company, leading members of party organization (and disciplinary inspection organization), directors, supervisors, as well as senior management. Article 19A.3 Pursuant to relevant rules under the Party Articles, the Company sets up organization of the Chinese Communist Party, carries out activities of the party. Party organization, acting as core of leadership and politic, sets direction, oversees overall situation, and ensures implementation. The Company establishes working organization of the party, providing sufficient staff for party affairs, ensures the funding needed for party organization works, and providing the necessary condition for party organization's activities. Article 19A.4 The Company sets up Chinese Communist Party Commission of Zhejiang Expressway Co., Ltd. (the "Party Commission") and Chinese Communist Party Disciplinary Inspection Commission of Zhejiang Expressway Co., Ltd. (the "Disciplinary Commission"). Article  19A.5    Positions  of  secretary,  deputy  secretary  and members of the Party Commission and the Disciplinary Commission are to be set up in accordance with directive given by higher level party organization, and to be elected or appointed  pursuant to relevant rules under the Party Articles. Party Commission secretary and chairman of the Company should be assumed by the same person in principle. Qualified leading members of the Party Commission may assume positions within the board of directors, the supervisory committee, and the management through legal procedures. Likewise, qualified members of the board of directors, the supervisory committee, and the management may assume positions within the leading members of the Party Commission following relevant rules and procedures. Article 19A.6    The Company sets up working organization for party affairs independently or jointly, providing party affairs working staff no less than the average staffing level for internal organizations, with party affairs working staff enjoying the same treatment as operation management staff at the same level. The Company's Disciplinary Commission provides working staff to carry out disciplinary inspection works independently or jointly. At the same time, the Company should set up social organizations such as labor organization and communist youth league in accordance with law, safeguarding the legal interests of employees. Article  19A.7    The  organization  structure  and  staff  hiring quotas of the Party Commission should be incorporated into corporate management structure and staff hiring quotas, with working funds of party development works constituting part of corporate management cost. Article 19A.8    The Party Commission of the Company shall discharge the following duties in accordance with the Party Articles and relevant rules: 1.         to supervise and ensure the principles and policies of the party and the country are implemented at the Company, including important strategic decisions from party central committee, the state council, the provincial party committee and the provincial government. 2.         to participate in major decisions of the Company, taking part in discussions on reform, development and stability of the Company, major operation management decisions, as well as major issues involving core interests of employees, supporting the board of directors, supervisory committee and management in discharging their responsibilities in accordance with law. 3.         to integrate the principle of party in charge of cadres with the board of directors' selection of management in accordance with law, as well as the management's power to select staff in accordance with law. The Party Commission of the Company should place checks on various personnel selection processes, including standards adopted, regulate procedures, participate in investigation and recommendation of candidates, ensuring the formation of a robust cadres team at the Company. The party organization should be resolute on the principle of party in charge of human resources, fully implement the strategy of bolstering enterprise with talents. 4.       to strengthen the supervision over management of the Company, enhance internal supervision system, integrate internal supervision resources, and improve supervision mechanism over power functioning. 5.      to strengthen party organization development, party member development and training management at the local level, fully exert fighting spirit of local party organization and exemplary vanguard role of party members. 6.         to discharge the main responsibility of constructing clean party and clean government, fight against corruption and support the works of the Disciplinary Commission. 7.         to lead the Company's works on ideology and politics, the united front, development of socialist culture and ethics, development of corporate culture, as well as organizations such as labor union and communist youth league. 8.         to work on remaining  issues that the Company's Party Commission should have participated in or decided upon. Article 19A.9      The main procedures for the Company's Party Commission to participate in decision making: 1.         the Party Commission holds meetings to discuss major issues to be decided upon by the board of directors and management, providing advices and recommendations. The Party Commission can propose other major issues to the board of directors and the management for consideration should it believe that they need to be decided by the board of directors and management. 2.         members of the Party Commission who are also members of board of directors, the management, especially the chairman of the board and general manager, should communicate with other members of board of directors and management about the advices and recommendations from discussions held by the Party Commission before the subjects are formally presented to the board of directors or management. 3.         members of the Party Commission who are also members of board of directors and management should expressly convey the advices and recommendations from discussions held by the Party Commission during the decision making process of the board of directors and management, and report the decisions made to the Party Commission in a timely manner. 4.        the Party Commission must propose to repeal or delay any decision made by the board of directors or management should it find them contradicting with the courses, principles and policies of the party or the laws and regulations of the country, or that they may damage the legal interests of the country, the public, the enterprise and the employees. If the decision is not rectified, it must be reported to the higher level party organization in a timely manner. 5.         the decision making at the Company's Party Commission must reflect collective leadership, democratic centralism, individual consultation, and decision after group consultation. Major decisions should be reached after full consultation, going through scientific, democratic and legal processes. Article 19A.10   The Company can hold extraordinary board meeting upon proposal from the Party Commission. Article 19A.11    The board of directors and management should take note of advices of the Company's Party Commission prior to deciding on the Company's major issues. Article 19A.12   When provisions at other parts of these Articles of Association differ or conflict with provisions within this chapter, provisions within this chapter shall prevail.

The chapter "Party Committee" is added in accordance with the written notice from the organization department of Zhejiang Provincial Party Committee and the party committee of the State-owned Assets Supervision and Administration Commission of Zhejiang Province, including Articles 19A.1 - 19A.11.

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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, 18 December 2017 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 RESOLUTION

To consider and approve interim dividend of RMB6 cents per share in respect of the six months ended 30 June 2017.

AS SPECIAL RESOLUTION

To  consider  and  approve  the  amendments  to  the  articles  of  association  of  the  Company  and relevant authorization.

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

Hangzhou, PRC
3 November 2017

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 6(b) below) such that the same shall be received by the Company on or before 27 November 2017.

(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 6(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 17 December 2017).

(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  and  to  determine  the  shareholders  who  qualify  for  the  proposed  interim  dividend  and compensation payment, the register of members holding H Shares will be closed from 18 November 2017 to 17 December 2017 (both days inclusive) and from 22 December 2017 to 27 December 2017 (both days inclusive), respectively.

4.         Last day of transfer and record date

Holders  of  H  Shares  who  intend  to  attend  the  EGM  and  qualify  for  the  proposed  interim  dividend  and  compensation payment  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 17 November 2017 and 21 December 2017, respectively.

For the purpose of the EGM and qualify for the proposed interim dividend and compensation payment, the record date will be 23 November 2017 and 27 December 2017, respectively.

5.         Dividend payment date and compensation payment date

Upon relevant approval by the shareholders of the Company at the EGM, the interim dividend and compensation payment are expected to be paid out on or about 19 January 2018 instead of by no later than 31 December 2017.

6.         Miscellaneous

(a)        The EGM will not last for more than one day. Shareholders of the Company 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.: ([phone]
Facsimile No.: ([phone]

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.