Results of 2005 AGM

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, 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 announcement. Zhejiang Expressway Co., Ltd. (A joint stock limited company incorporated in the People's Republic of China with limited liability) (Stock Code: 0576)Announcement on Resolutions Passed at the AGM RESULTS OF AGM Zhejiang Expressway Co., Ltd. (the "Company") held its 2005 annual general meeting (the "AGM") at 9:00 a.m. on Wednesday, June 14, 2006 at 12th Floor, Block A, Dragon Century Plaza, 1 Hangda Road, Hangzhou, Zhejiang 310007, the PRC. Four shareholders of the Company (the "Shareholders") attended the AGM by proxy, representing a total of 3,570,887,906 shares of the Company entitled to attend and to vote at the AGM, or 82.22% of total issued share capital of the Company. Chairman of the Company, Mr. Geng Xiaoping, chaired the AGM. Votings at the AGM took place by way of poll, details of which are as follows: Ordinary resolutions: 1. Resolved to approve the report of the directors of the Company for the year 2005, with 3,484,645,906 shares voted in the affirmative (representing 97.58% of the total shares held by the Shareholders present at the AGM) and 86,242,000 shares voted in the negative (representing 2.42% of the total shares held by the Shareholders present at the AGM); 2. Resolved to approve the report of the supervisory committee of the Company for the year 2005, with 3,484,645,906 shares voted in the affirmative (representing 97.58% of the total shares held by the Shareholders present at the AGM) and no share voted in the negative; 3. Resolved to approve the audited financial statements of the Company for the year 2005, with 3,484,645,906 shares voted in the affirmative (representing 97.58% of the total shares held by the Shareholders present at the AGM) and no share voted in the negative; 4. Resolved to approve the proposed distribution of profits for the year 2005, with 3,570,887,906 shares voted in the affirmative (representing 100.00% of the total shares held by the Shareholders present at the AGM) and no share voted in the negative; 5. Resolved to approve the financial budget of the Company for the year 2006, with 3,570,157,906 shares voted in the affirmative (representing 99.98% of the total shares held by the Shareholders present at the AGM) and no share voted in the negative; and 6. Resolved to approve the re-appointment of Deloitte Touche Tohmatsu Certified Public Accountants Hong Kong as the Hong Kong auditors of the Company and Zhejiang Pan China Certified Public Accountants as the PRC auditors of the Company, and authorized the board of directors of the Company to fix their remuneration, with 3,570,157,906 shares voted in the affirmative (representing 99.98% of the total shares held by the Shareholders present at the AGM) and no share voted in the negative. Special resolution: Resolved to amend the articles of association of the Company in the manner set out in the circular dated April 27, 2006 to the shareholders of the Company, and authorize the board of directors of the Company to modify the wordings of the amendments as appropriate and 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, with 3,570,157,906 shares voted in the affirmative (representing 99.98% of the total shares held by the Shareholders present at the AGM) and no share voted in the negative. The total number of issued shares of the Company entitling the holders to attend and vote for or against the ordinary resolutions and special resolution at the AGM was 4,343,114,500. There was no share entitling any holder to attend and vote only against the resolutions at the AGM. Ms. Seddy Sun of Deloitte Touche Tohmatsu Certified Public Accountants was appointed and acted as scrutineer for the vote taking during the AGM. No person was required to abstain from voting at the AGM in relation to the above. FURTHER INFORMATION ON THE PAYMENT OF FINAL DIVIDEND FOR THE YEAR 2005 The payment of a final dividend of Rmb15.0 cents per share for the year 2005 was approved by the Shareholders at the AGM. Shareholders of the Company whose names appeared in the register of members of the Company on May 20, 2006 are entitled to the said final dividend. Pursuant to the Company's articles of association, dividends of H Shares shall be paid in Hong Kong dollars according to the average closing price of Hong Kong dollars to Renminbi declared by the People's Bank of China in the five trading days immediately preceding the date of the declaration of dividends. The applicable exchange rate for the purpose of the payment of the final dividend is therefore HK$1.00 to Rmb1.0302. The final dividend of HK$14.561 cents per share is expected to be paid to shareholders of the H Shares of the Company on or before June 28, 2006. By order of the Board ZHANG Jingzhong Company Secretary Hangzhou, the PRC, June 14, 2006 As at the date of this announcement, the executive directors of the Company are: Messrs. Geng Xiaoping, Fang Yunti, Zhang Jingzhong and Jiang Wenyao; the non-executive directors are: Messrs. Zhang Luyun and Zhang Yang; and the independent non-executive directors are: Messrs. Tung Chee Chen, Zhang Junsheng and Zhang Liping.
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