Notice of 2004 AGM

Zhejiang Expressway Co
07 April 2005



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

                               (Stock code: 0576)



                     Notice of 2004 Annual General Meeting


           NOTICE IS HEREBY GIVEN that the 2004 Annual General Meeting ('AGM') 
of Zhejiang Expressway Co., Ltd. (the 'Company') will be held at 10:00a.m.
on Monday, May 23, 2005, at 18th Floor, Zhejiang World Trade Center, 122
Shuguang Road, Hangzhou 310007, the People's Republic of China to conduct the
following businesses:



A.     As ordinary resolutions:



1.      To consider and approve the report of the directors for the year 2004;



2.      To consider and approve the report of the supervisory committee for the
year 2004;



3.      To consider and approve the audited financial statements for the year
2004;



4.      To consider and approve the proposed distribution of profits for the
year 2004;



5.      To consider and approve the financial budget for the year 2005.



B.      As special resolutions:



To consider and, if thought fit, pass the following as a special resolution:



'THAT the board of directors of the Company (the 'Board') is hereby
authorized:



(1)     subject to paragraphs (2) and (3) below, to exercise during the Relevant
Period (as defined in paragraph (4) hereunder) all the powers of the Company to
allot, issue or otherwise deal with, either separately or concurrently, each of
the existing issued domestic shares ('Domestic Shares') and overseas listed
foreign shares ('H Shares') in the capital of the Company;



(2)     subject to the approval as required under paragraph (1) above, to allot
or issue Domestic Shares and H Shares, either separately or concurrently, of not
more than 20 per cent. of each of the existing issued Domestic Shares and H
Shares in the capital of the Company as at the date of passing this resolution;



(3)     approval as required in paragraph (1) above is subject to the granting
of approval from the China Securities Regulatory Commission;



(4)     for the purpose of this resolution, 'Relevant Period' means the
period from the date upon which this resolution is passed until whichever is the
earliest of:



(a)     from the passing of this special resolution, until conclusion of the
Company's next annual general meeting;



(b)    the expiry of the twelve month period from the date of the passing of
this resolution; or



(c)     the date of revocation or variation of the authority given under this
resolution by ordinary resolution (subject to any applicable PRC laws and
regulations) of the Company at a shareholders' general meeting;




(5)     to make appropriate amendments to the relevant articles of the Articles
of Association of the Company after the completion of the allotment and issuance
as provided in paragraph (1) above, to increase the share capital of the Company
and reflect the new share structure of the Company, and to complete the related
registration formalities at the relevant regulatory government authorities.'

                                                           By Order of the Board
                                                                 Zhang Jingzhong
                                                               Company Secretary



Hangzhou, the PRC

March 29, 2005



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 on or before May 2, 2005.



(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. A proxy need not be a shareholder of the Company.



(2)     A proxy should be appointed by a written instrument signed by the
appointor or his/her/its attorney. If the appointor is a corporation, the same
shall be affixed with its common seal or signed by its director(s) or duly
authorized representative(s). If the form of proxy is signed by the attorney of
the appointor, the power of attorney or other authorization document(s) of such
attorney should 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 5(3) below and, in the case of holders of H Shares,
to Hong Kong Registrars Limited at 46th Floor, Hopewell Center, 183 Queen's Road
East, Wanchai, HongKong, not less than 24 hours before the time designated for
holding of the AGM.



(4)     A proxy may exercise the right to vote by a show of hands or by poll.
However, if more than one proxy is appointed by a shareholder, such proxies
shall only exercise the right to vote on a poll.



3.       Closure of Register of Members



The register of members holding H shares of the Company will be closed from
April 23, 2005 to May 22, 2005 (both days inclusive).



4.        Eligibility for attending the Annual General Meeting



Holders of Domestic Shares and H Shares whose names appear on the register of
members of the Company as at the close of April 28, 2005 shall have the right to
attend the AGM.



Holders of H Shares who intend to attend the AGM must deliver all transfer
instruments and the relevant share certificates to the share registrar for H
shares of the Company, Hong Kong Registrars Limited (which address is set out in
paragraph 5(2) below), at or before 4:00p.m. on Friday, April 22, 2005.



5.       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 address of the share registrar for the H Shares, Hong Kong
Registrars Limited, is:



46th Floor, Hopewell Center

183 Queen's Road East

Hong Kong



(3)     The address of the Company is:



19th Floor, Zhejiang World Trade Center

122 Shuguang Road

Hangzhou 310007

The PRC



Telephone No.:        ([phone]



Facsimile No.:        ([phone]





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

                               (Stock code: 0576)



                   Proxy Form for 2004 Annual General Meeting


Number of Shares related to this H            Shares/Domestic
proxy form (note 1):                          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 ______________________________________________)/ or failing him, the chairman
of the meeting as my (our) proxy to attend and vote for me (us) on the ordinary
and special resolutions in accordance with the instruction(s) below and on my
(our) behalf at the Annual General Meeting of the Company ('AGM') to be held
at 10:00a.m. on Monday, May 23, 2005, at 18th Floor, Zhejiang World Trade
Center, 122 Shuguang Road, Hangzhou 310007, the People's Republic of China
(the 'PRC') for the purpose of considering and, if thought fit, passing those
resolutions as set out in the notice convening the AGM. In the absence of any
indication, the proxy may vote for or against each resolution at his own
discretion (note 4).


A.       Ordinary Resolutions:                                                 For                     Against
                                                                            (note 4)                  (note 4)
1.       To consider and approve the report of the Directors for
         the year 2004;
2.       To consider and approve the report of the supervisory
         committee for the year 2004;
3.       To consider and approve the audited financial statements
         for the year 2004;
4.       To consider and approve the proposed distribution of
         profits for the year 2004;
5.       To consider and approve the financial budget for the year
         2005.
B.       Special Resolution:
         'THAT the board of directors of the Company (the 'Board') is 
         hereby authorized:



         (1)      subject to paragraphs (2) and (3) below, to
         exercise during the Relevant Period (as defined in
         paragraph (4) hereunder) all the powers of the Company to
         allot, issue or otherwise deal with, either separately or
         concurrently, each of the existing issued domestic shares
         ('Domestic Shares') and overseas listed foreign shares
         ('H Shares') in the capital of the Company;



         (2)     subject to the approval as required under
         paragraph (1) above, to allot or issue Domestic Shares and
         H Shares, either separately or concurrently, of not more
         than 20 per cent. of each of the existing issued Domestic
         Shares and H Shares in the capital of the Company as at
         the date of passing this resolution;



         (3)      approval as required in paragraph (1) above is
         subject to the granting of approval from the China
         Securities Regulatory Commission;



         (4)      for the purpose of this resolution, 'Relevant
         Period' means the period from the date upon which this
         resolution is passed until whichever is the earliest of:



         (a)     from the passing of this special resolution, until
         conclusion of the Company's next annual general
         meeting;



         (b)    the expiry of the twelve month period from the date
         of the passing of this resolution; or



         (c)      the date of revocation or variation of the
         authority given under this resolution by ordinary
         resolution (subject to any applicable PRC laws and
         regulations) of the Company at a shareholders' general
         meeting;



         (5)     to make appropriate amendments to the relevant
         articles of the Articles of Association of the Company
         after the completion of the allotment and issuance as
         provided in paragraph (1) above, to increase the share
         capital of the Company and reflect the new share structure
         of the Company, and to complete the related registration
         formalities at the relevant regulatory government
         authorities.'







Date:  ____________________,2005        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 form of proxy 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 AGM will act as your proxy. A proxy may not be a
shareholder of the Company, may be appointed to attend and vote in the AGM
provided that such proxy must attend the AGM in person on your behalf. Any
alteration made to this proxy form must be signed by the signatory.



4.        Attention: If you wish to vote FOR any resolution, please indicate
with a 'O' in the appropriate space under 'For'. If you wish to vote
AGAINST any resolution, please indicate with a 'O' in the appropriate
space under 'Against'. In the absence of any such indication, the proxy will
vote or abstain 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 signed under its common seal or under hand by any directors or agents
duly appointed by such corporation.



6.        This form of proxy together with any power of attorney or other
authorization document(s) which have been notarised, must be delivered, in the
case of a holder of Domestic Share(s), to the Company at 19th Floor, Zhejiang
World Trade Center, 122 Shuguang Road, Hangzhou 310007, the PRC, and in the case
of a holder of H share(s), to Hong Kong Registrars Limited at 46th Floor,
Hopewell Center, 183 Queen's Road East, Wanchai, HongKong, at least 24 hours
before the time designated for the holding of the AGM.



* Please delete as appropriate.


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

                               (Stock code: 0576)



                   Reply Slip for 2004 Annual 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 Annual General Meeting of the Company 
('AGM') to be held at 10:00a.m. on Monday, May 23, 2005, at 18th Floor,
Zhejiang World Trade Center, 122 Shuguang Road, Hangzhou 310007, the People's
Republic of China (the 'PRC').



Signature: _______________________________________



Date: ____________________________________________





Note: Eligible shareholders who wish to attend the AGM are advised to complete
and return this reply slip to the Company at 19th Floor, Zhejiang World Trade
Center, 122 Shuguang Road, Hangzhou 310007, the PRC by post or by facsimile (Fax
no.: ([phone]) such that the same shall be received by the Company on
or before May 2, 2005. Failure to sign and return this slip, however, will not
preclude an eligible shareholder from attending the AGM.



* Please delete as appropriate.




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