Notice of AGM

Zhejiang Expressway Co
13 March 2002

Notice of 2001 Annual General Meeting

NOTICE IS HEREBY GIVEN that the 2001 Annual General Meeting ('AGM') of Zhejiang
Expressway Co., Ltd. (the 'Company') will be held at 10:00 a.m. on Tuesday,
April 30, 2002 at 18th Floor, Zhejiang World Trade Center, 15 Shuguang Road,
Hangzhou 310007, the People's Republic of China (the 'PRC') for the conduct of
the following business:

A.        To pass the following matters as ordinary resolutions:

            1. To consider and approve the report of the directors of the
               Company for the year 2001;

            2. To consider and approve the report of the supervisory committee
               of the Company for the year 2001;

            3. To consider and approve the audited financial statements of the
               Company for the year 2001;

            4. To consider and approve the proposed distribution of profits and
               the final dividend of the Company for the year 2001;

            5. To consider and approve the budget plan of the Company for the
               year 2002;

            6. To consider and approve the re-appointment of Ernst & Young as
the international auditors of the Company and Zhejiang Pan-China Certified
Public Accountants as the PRC auditors of the Company and to authorize the board
of directors of the Company to fix their remuneration;

            7. To consider and approve the resignation of Mr. Xia Linzhang as an
external director of the Company and to consider and approve the appointment of
Ms. Zhang Yang as an external director of the Company. (see Appendix I)

B.        To consider and, if thought fit, pass the following as special
          resolutions:

            1. To amend paragraph 3 in article 1 of the Articles of Association
               of the Company as follows:


            'The promoter of the Company was Zhejiang Provincial High Class
Highway Investment Company Limited. Pursuant to the document Zhe Zheng Fa (2001)
No. 42, Zhejiang Provincial High Class Highway Investment Company Limited was
replaced by Zhejiang Communications Investment Group Co., Ltd. upon
reorganization.'

            2. To amend the article 11 of the Articles of Association of the
               Company as follows:

            'The scope of business of the Company shall be that as approved by
the competent authority in charge of the Company's registration.

            The scope of business of the Company is the construction, design,
toll collection, maintenance, and management of and the provision of technical
consultation and ancillary services to high-grade roads; ancillary services for
high-grade roads such as gas station along the road, car rescue, car wash,
warehousing, food and beverage, advertising (subject to the approval of the
relevant department).'

            3. To amend the article 18 of the Articles of Association as
               follows:

            'As approved by the examination and approval authority authorised by
the State Council, the Company has issued a total of 4,343,114,500 ordinary
shares. Upon the establishment of the Company, 2,909,260,000 domestic invested
shares were issued to the promoter, Zhejiang Provincial High Class Highway
Investment Company Limited (subsequently reorganised as Zhejiang Communications
Investment Group Co., Ltd.), representing approximately 67% of the total
ordinary shares issued by the Company.'

            4. To amend the article 19 of the Article of Association as follows:

            'After the establishment of the Company, 4,343,114,500 ordinary
shares were issued of which 1,433,854,500 were issued as overseas listed foreign
invested shares representing approximately 33% of the total number of ordinary
shares which were issued by the Company. The shareholding structure of the
Company comprises 4,343,114,500 ordinary shares of which 2,432,500,000 domestic
invested shares are held by the promoter, Zhejiang Communications Investment
Group Co., Ltd., 476,760,000 domestic invested shares are held by Huajian
Transportation Economic Development Center, and 1,433,854,500 overseas listed
foreign invested shares are held by holders of overseas listed foreign invested
shares.'

            5. To authorize the board of directors of the Company (the'Board')
to issue additional shares not exceeding 20 per cent. of each of the existing
issued domestic shares and overseas listed foreign shares of the Company.

                        'THAT:

            (1) Subject to paragraphs (2) & (3) below, the exercise by the Board
during the Relevant Period (as defined in paragraph (5) hereunder) of 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 be
and is hereby approved;

            (2) Subject to the approval as required under paragraph (1) above,
the Board shall be authorised to allot or issue Domestic Share and/or 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) Approval of paragraph (1) above includes the authorization of
the Board to deal with the matters concerning the issue of A shares to the
public ('A Share Issue') in accordance with the resolutions in relation to the A
Share Issue passed at the extraordinary general meeting of the Company held on
March 22, 2001 including:

                        (a) To determine the basic offer price, the price range
of the issue, methods of the issue and the final issue price and the final
number of shares to be issued;

                        (b) To execute any material contracts in connection with
the investment projects in relation to the A Share Issue;

                        (c) To deal with other matters relating to the A Share
Issue.

            (5) 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 a special resolution of the Company in general
meeting.

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

                                                           By Order of the Board
                                                                    Jiang Wenyao
                                                               Company Secretary

Hangzhou, Zhejiang Province, the PRC

                                                                  March 13, 2002

Notes:

1.            Eligibility for attending the Annual General Meeting

            Holders of H Shares who intend to attend the Annual General Meeting
must deliver all transfer instruments and the relevant share certificates to the
share registrar for H Shares, Hong Kong Registrars Limited (the address of which
is set out in paragraph 5 below), at or before 4:00 p.m. on March 30, 2002.

2.            Registration procedures for attending the Annual General Meeting

            (1) Holders of H Shares and Domestic Shares intending to attend the
Annual General Meeting should return the reply slip for attending the Annual
General Meeting to the Company by post or by facsimile (address and facsimile
numbers are shown in paragraph 5 below) such that the same shall be received by
the Company on or before April 10, 2002.

            (2) A shareholder ('Shareholder') or his/her/its proxy should
produce proof of identity when attending the meeting. If a Shareholder appoints
a 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
at the meeting.

3.         Proxy

            (1) A Shareholder eligible to attend and vote at the Annual General
Meeting is entitled to appoint, in written form, one or more proxies to attend
and vote on his/her/its behalf. A proxy need not be a Shareholder.

            (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 notarised.

            (3) To be valid, the power of attorney or any other authorization
document(s) (which have been notarised) 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 below and, in the case of holders of
H Shares, to Hong Kong Registrars Limited at the address shown in paragraph 5
below, not less than 24 hours before the time designated for the holding of the
Annual General Meeting.

            (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.

4.            Closure of Register of Members

            The register of members of H Shares will be closed from March 31,
2002 to April 29, 2002 (both days inclusive).

5.            Miscellaneous

            (1) The Annual General Meeting will not last for more than one day.
Shareholders who attend shall bear their own travelling and accommodation
expenses.

            (2) The address of the share registrar for H Shares, Hong Kong
Registrars Limited, is at:

            2/F, Vicwood Plaza
            199 Des Voeux Road Central
            Hong Kong


            (3) The address of the Company is at:

            19th Floor, Zhejiang World Trade Center
            15 Shuguang Road, Hangzhou 310007
            PRC

            Telephone No.: ([phone]
            Facsimile No.:  ([phone]

Appendix I -- Biographies of Proposed Directors

Ms. ZHANG Yang, aged 38, proposed director of the Company, is currently the
assistant general manager and manager at the securities management department of
Huajian Transportation Economic Development Centre. Ms. Zhang graduated from
Lanzhou University in 1987 with a bachelor of science degree in economics. She
worked at various posts at the Ministry of Aerospace Industries from 1987 to
1994 when she joined Huajian. Ms. Zhang also serves as a director of Shenzhen
Expressway Company Limited and Sichuan Expressway Company Limited.

Please also refer to the published version of this announcement in the South
China Morning Post.



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