Notice of EGM

Zhejiang Expressway Co
15 September 2005



 (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 an extraordinary general meeting (the 'EGM') of
Zhejiang Expressway Co., Ltd. (the 'Company') will be held at 9:00a.m. on
Monday, October 31, 2005 at 18th Floor, Zhejiang World Trade Center, 122
Shuguang Road, Hangzhou, Zhejiang Province, 310007, the PRC, for the purpose of
considering and if thought fit, to pass, with or without modification or
amendment, the following ordinary resolutions:



1.       THAT an interim dividend of Rmb 7.0 cents per share in respect of the
six months ended June 30, 2005, representing approximately 43% of net profit of
the Company during the period, be and is hereby approved and declared.



2.       THAT Deloitte Touche Tohmatsu Certified Public Accountants Hong Kong be
and is hereby appointed as the Hong Kong auditors of the Company, and the board
of directors of the Company be and is hereby authorised to fix their
remuneration.



3.         THAT Zhejiang Pan China Certified Public Accountants be and is hereby
re-appointed as the People's Republic of China auditors of the Company, and
the board of directors of the Company be and is hereby authorised to fix their
remuneration.




                                                          By Order of the Board
                                                             Zhang Jingzhong
                                                           Company Secretary





Hangzhou, the PRC
September 15, 2005





Notes:



1.       Registration procedures for attending the EGM



(1)     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 on or before October 10,
2005 by fax or by post.



(2)     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



(1)     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. A proxy needs 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 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, Hong Kong, at least 24 hours before the time designated for holding of the
EGM.



(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
October 1, 2005 to October 30, 2005 (both days inclusive).



4.       Eligibility of holders of H Shares for attending the EGM



Holders of H Shares who intend to attend the EGM must deliver all transfer
instruments and the relevant shares certificates to Hong Kong Registrars Limited
at Rooms 1712-1716, 17th Floor, Hopewell Center, 183 Queen's Road East, Hong
Kong, at or before 4:00p.m. on Friday, September 30, 2005.



5.       Miscellaneous



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



(2)     The registered address of the Company is:



19th Floor, Zhejiang World Trade Center

122 Shuguang Road

Hangzhou, Zhejiang Province, 310007

The People's Republic of China



Telephone No.: ([phone]

Facsimile No.: ([phone]



As at the date of this announcement, the executive directors of the Company are:
Messrs. GENG Xiaoping, FANG Yunti, ZHANG Jingzhong and XUAN Daoguang; 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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