Notice of EGM

Zhejiang Expressway Co
03 January 2006


           THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION


If you are in any doubt as to any aspect of this circular or as to the action to
be taken, you should consult a stockbroker or other registered dealer in
securities, bank managers, solicitor, professional accountant or other
professional adviser.



If you have sold or transferred all your shares in Zhejiang Expressway Co., Ltd.
(the 'Company'), you should at once hand this circular and the accompanying
form of proxy to the purchaser or to the bank or stockbroker or other agent
through whom the sale or transfer was effected for transmission to the
purchaser.

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

                               (Stock Code: 0576)




                  NOTICE OF EXTRAORDINARY GENERAL MEETING AND

              PROFILES OF CANDIDATES OF THE BOARD OF DIRECTORS AND

                THE SUPERVISORY COMMITTEE OF THE FOURTH SESSION



A notice convening an extraordinary general meeting (the 'EGM') of Zhejiang
Expressway Co., Ltd. (the 'Company') to be held at 9:00 a.m. on Tuesday,
February 14, 2006 at 12th Floor, Block A, Dragon Century Plaza, 1 Hangda Road,
Hangzhou, Zhejiang 310007, the People's Republic of China (the 'PRC'), is set
out on page 8-10 of this circular. Whether or not you intend to attend the
meeting, you are requested to complete and return the accompanying form of proxy
in accordance with the instructions printed thereon as soon as possible and, in
any event, at least 24 hours before the time appointed for the holding of the
meeting.





                                                               December 30, 2005






                             LETTER FROM THE BOARD




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

                               (Stock Code: 0576)




Board of Directors                                Registered address:
                                                  19th Floor,
Executive Directors                               Zhejiang World Trade Center,
GENG Xiaoping                                     122 Shuguang Road,
FANG Yunti                                        Hangzhou, Zhejiang 310007,
ZHANG Jingzhong                                   The People's Republic of China
XUAN Daoguang

Non-executive Directors
ZHANG Luyun
ZHANG Yang

Independent Non-executive Directors
TUNG Chee Chen
ZHANG Junsheng
ZHANG Liping



Dear Sir or Madam:



                  NOTICE OF EXTRAORDINARY GENERAL MEETING AND

              PROFILES OF CANDIDATES OF THE BOARD OF DIRECTORS AND

                THE SUPERVISORY COMMITTEE OF THE FOURTH SESSION



INTRODUCTION



The board of directors comprises nine directors including four executive
directors and five non-executive directors (three of whom are independent
non-executive directors), while the supervisory committee comprises five
supervisors including four outside supervisors (including three independent
supervisors and one supervisor representing the shareholders) and one supervisor
representing the employees of the Company.



Under the Articles of Association of the Company, all directors and supervisors
of each session will hold office for a term of three years, and if eligible, may
offer themselves for re-election. All of the directors and outside supervisors
of a new session will be elected in a general meeting through resolutions
adopted by more than half of the voting rights held by the shareholders
(including their proxies) attending the meeting. The supervisor representing the
employees will be elected by the employees of the Company.



NOTICE OF EXTRAORDINARY GENERAL MEETING



As the term of the board of directors and the supervisory committee of the third
session will expire on February 28, 2006, an EGM of the Company will be held at
9:00 a.m. on Tuesday, February 14, 2006 at 12th Floor, Block A, Dragon Century
Plaza, 1 Hangda Road, Hangzhou, Zhejiang 310007, the PRC, to elect members of
the board of directors and the supervisory committee of the fourth session,
except for the supervisor representing the employees of the Company, and to fix
their respective remunerations. A notice of the EGM is set out on page 8-10 of
this circular.



NAMES AND PROFILES OF THE CANDIDATES OF THE BOARD OF DIRECTORS OF THE FOURTH
SESSION



The proposed candidates of the board of directors of the fourth session of the
Company are nominated by the Nomination and Remuneration Committee of the
Company. Mr. GENG Xiaoping, Mr. FANG Yunti, Mr. ZHANG Jingzhong, Ms. ZHANG
Luyun, Ms. ZHANG Yang, Mr. TUNG Chee Chen, Mr. ZHANG Junsheng and Mr. ZHANG
Liping are members of the board of the third session and have been nominated as
candidates for re-election as members of the board of the fourth session. Mr.
JIANG Wenyao is a newly nominated candidate for election as a member of the
board of the fourth session. The profiles of the candidates nominated to the
board of directors of the fourth session are as follows:



Executive directors



Mr. GENG Xiaoping, born in 1948, is the Chairman of the Company. Mr. Geng
graduated from the East China College of Political Science and Law in 1984. From
1979 to 1991, he held various positions at the People's Procuratorate of
Zhejiang Province including Secretary, Division Chief and Deputy Procurator. In
1991, he was appointed as Deputy Director of the Zhejiang Provincial Expressway
Executive Commission where he was responsible for the business operation and
administration of the expressway system in Zhejiang Province. Mr. Geng was the
General Manager and Chairman of the Company from March 1997 to March 2002. Since
December 2001, he has been appointed as a Director and General Manager of the
Communications Investment Group. He resigned from the office of the General
Manager of the Company in March 2002.



Mr. FANG Yunti, born in 1950, is a Senior Engineer, an Executive Director and
the General Manager of the Company responsible for the overall management of the
Company. Mr. Fang graduated from Tsinghua University in 1976 with a major in
automotive engineering. From 1983 to 1988, he was the Deputy General Manager of
Zhejiang Province Automobile Transport Company. From 1988 to 1990, he was the
Chief Engineer at the Provincial Road Transport Company. During the period from
1991 to 1996, he was the Deputy Chief and Chief of the Operating Administrative
and Technical Equipment Divisions of the Zhejiang Provincial Expressway
Executive Commission, where his responsibilities included operation management
and equipment management in relation to the Shanghai-Hangzhou-Ningbo Expressway.
Mr. Fang was an Executive Director and the Deputy General Manager of the Company
from March 1997 to March 2002. Since March 2002, he has been an Executive
Director and the General Manager of the Company.



Mr. ZHANG Jingzhong, born in 1963, is a Senior Lawyer, an Executive Director and
Company Secretary of the Company. Mr. Zhang graduated from Zhejiang University
(previously known as Hangzhou University) in July 1984 with a bachelor's degree
in law. In 1984, he joined the Zhejiang Provincial Political Science and Law
Policy Research Unit. From 1988 to 1994, he was the Associate Director of
Hangzhou Municipal Foreign Economic Law Firm. In 1992, he obtained the
qualifications required by the regulatory authorities in China to practice
securities law. In January 1994, Mr. Zhang became a Senior Partner at T&C Law
Firm in Hangzhou. Mr. Zhang has been an Executive Director of the Company since
April 1997, and was appointed Deputy General Manager in March 2002. Since March
2003, he has been the Company Secretary.



Mr. JIANG Wenyao, born in 1966, is the Deputy General Manager of the Company.
Mr. Jiang graduated from Zhejiang University, majoring in industrial automation
and manufacturing mechanics, and obtained a master's degree in engineering.
From March 1991 to February 1997, he worked in the Engineering Division and the
Planning and Finance Division of the Zhejiang Provincial Expressway Executive
Commission. He joined the Company since March 1997, and has served as Deputy
Manager of the General Department, Manager of the Equipment Department, Manager
of the Operation Department, Assistant General Manager and Company Secretary.



Non-executive directors



Ms. ZHANG Luyun, born in 1961, is a Director and Deputy General Manager of the
Communications Investment Group. Ms. Zhang graduated from Zhejiang University,
majoring in administration and management. From 1983 to 1997, she served as the
Secretary, Deputy Chief and Chief of the Office of Hangzhou City Government. In
1997, she was the Deputy President of Hangzhou Broadcasting and TV College and
received the title of the Assistant Researcher in college-teaching. She joined
the Communications Investment Group in December 2001 and has been a Director and
Deputy General Manager of the Communications Investment Group since then.



Ms. ZHANG Yang, born in 1964, is the General Assistant Manager and the Manager
of the Securities Department of Huajian Transportation Economic Development
Center. In 1987, she graduated from Lanzhou University with a bachelor's degree
in economics. In 2001, she completed the postgraduate studies in economics
management at the Central Party School. From 1987 to 1994, she worked for the
Ministry of Aviation. Ms. Zhang is currently a Non-executive Director of
Shenzhen Expressway Company Limited, Sichuan Expressway Company Limited and
Xiamen Port Development Company Limited.



Independent non-executive directors



Mr. TUNG Chee Chen, born in 1942, is the Chairman of Orient Overseas
(International) Limited, an Independent Non-executive Director, a member of the
Nomination and Remuneration Committee and the Chairman of the Audit Committee of
the Company. Mr. Tung was educated at the University of Liverpool, England,
where he received his bachelor's degree in science. He later obtained a master's
degree in mechanical engineering at the Massachusetts Institute of Technology in
the United States. Mr. Tung has been an Independent Non-executive Director of
the Company since March 1997. In addition, Mr. Tung also holds directorships in
the following listed public companies: Chairman (Executive Director) of Orient
Overseas (International) Limited, and as an Independent Non-executive Director
of BOC Hong Kong (Holdings) Limited, Cathay Pacific Airways Limited, PetroChina
Company Limited, Sing Tao News Corporate Limited and U-Ming Marine Transport
Corp.



Mr. ZHANG Junsheng, born in 1936, is a Professor, an Independent Non-executive
Director and a member of the Audit Committee and the Nomination and Remuneration
Committee of the Company. Mr. Zhang graduated from Zhejiang University in 1958,
and was a Lecturer, an Associate Professor, and an Advising Professor at
Zhejiang University. He was also a professor concurrently at, amongst other
universities, Zhongshan University. In 1980, he became the Deputy General
Secretary of Zhejiang University. In 1983, Mr. Zhang served as the Deputy
General Secretary in the Hangzhou City Government. In 1985, he began to work for
the Xinhua News Agency, Hong Kong Branch, and became its Deputy Director in
1987. Since September 1998, Mr. Zhang has taken up the position of General
Secretary of Zhejiang University. In addition, Mr. Zhang is currently a Special
Advisor to the Zhejiang Provincial Government, a Director to the Zhejiang
Province Economic Development Consultation Committee, a Chairman of Zhejiang
University Development Committee and an Honorary Doctor of Science of the City
University of Hong Kong. Mr. Zhang has been an Independent Non-executive
Director of the Company since March 2000.



Mr. ZHANG Liping, born in 1958, is a Managing Director of Credit Suisse First
Boston and Country Head of China. He is an Independent Non-executive Director, a
member of the Audit Committee and the Chairman of the Nomination and
Remuneration Committee of the Company. Mr. Zhang graduated from University of
International Business & Economics of Beijing and received a master's degree in
international affairs and international laws from St. John's University in New
York. He also attended New York University's MBA program. Mr. Zhang held a
number of senior positions at other organizations, including CEO of Imagi
International Holdings Limited, Managing Director of Pacific Concord Holdings
Limited, Geographic Head - Greater China Region, Dresdner Banking Group,
Chairman & Managing Director of Seapower Financial Services Group, and Director
of the Investment Banking Division and China Chief Representative of Merrill
Lynch Co. & Inc. Mr. Zhang has been an Independent Non-executive Director of the
Company since March 2003. In addition, Mr. Zhang had served as an Independent
Non-executive Director in Anhui Expressway Co., Ltd. from 2002 to 2005.



NAMES AND PROFILES OF THE CANDIDATES TO THE SUPERVISORS OF THE SUPERVISORY
COMMITTEE OF THE FOURTH SESSION



The outside supervisors of the Company are elected and removed at a general
meeting, whereas the supervisor representing the employees is elected and
removed by the employees of the Company. Mr. MA Kehua, Mr. ZHENG Qihua, Mr.
JIANG Shaozhong and Mr. FANG Zhexing are the members of the supervisory
committee of the third session. Mr. MA Kehua has been nominated for re-election
as the supervisor representing shareholders, while Mr. ZHENG Qihua and Mr. JIANG
Shaozhong have been nominated for re-election as the independent supervisors of
the supervisory committee of the fourth session. Mr. WU Yongmin is a newly
nominated candidate for election as an independent supervisor of the supervisory
committee of the fourth session. Mr. FANG Zhexing has been nominated for
re-election as the supervisor representing employees of the Company (to be
elected by employees of the Company). The profiles of the candidates to the new
supervisory committee are as follows:



Supervisor representing shareholders



Mr. MA Kehua, born in 1952, is a Senior Economist, the Chairman of the
Supervisory Committee. Mr. Ma graduated from Shanghai Railway Institute in 1977,
after which he worked as an Engineer at Shanghai Railway Bureau No.1
Construction Company and the Plumbing and Electricity Section of Shanghai
Railway Bureau, Hangzhou Branch. Mr. Ma was in charge of the Planning and
Finance Division at the Zhejiang Local Railway Company, and in 1993 became the
Deputy Division Chief and Division Chief of Zhejiang Jinwen Railway Executive
Commission responsible for materials supply. Mr. Ma took up the post of Deputy
General Manager of Zhejiang Provincial High Class Highway Investment Company
Limited in June 1999, and is currently the Assistant General Manager of the
Communications Investment Group.



Independent supervisors



Mr. ZHENG Qihua, born in 1963, is a Senior Accountant and an independent
non-executive member of the Supervisory Committee of the Company. Mr. Zheng was
among the first batch of Chinese registered accountants who obtained
qualifications required for practicing accountancy involving securities in 1992.
He has working and training experience in Hong Kong and Singapore, and he worked
with the Listing Division of the China Securities Regulatory Commission during
1997 and 1998. He was a member of the Sixth Session of the Listing Review Board
of the China Securities and Regulatory Commission in 2004. He is currently the
Deputy General Manager of Zhejiang Pan-China Certified Public Accountants and a
guest professor at Zhejiang Gongshang University and Zhejiang Finance &
Economics Institute.



Mr. JIANG Shaozhong, born in 1946, is a Professor. Mr. Jiang graduated from the
Management Department of Zhejiang University with a master's degree. From 1982
he worked in the Management Department of Zhejiang University as Lecturer,
Assistant Professor, Professor, Dean of Research Office and Deputy Dean of the
Department. From 1984 to 1985 he was a visiting scholar at Stanford University.
From 1991 to 1998 he was the Deputy General Economist, the Chief of the
Financial Division, the Chief of the Teaching Division and the Deputy Manager of
the Management Department of Zhejiang University. He is currently the Deputy
General Accountant of Zhejiang University.



Mr. WU Yongmin, born in 1963, is an Assistant Professor. Mr. Wu graduated from
China University of Political Science and Law with a master's degree. He was the
Deputy Dean of the Department of Law at Hangzhou University, Deputy Dean of the
Department of Law at Zhejiang University's Law School, and Director of Zheda Law
Firm. Mr. Wu studied at the Christian-Albrechts-Universit|$$|Adat zu Kiel in
1996 as a visiting scholar. He is currently the Acting Dean of the Department of
Law at the Law School of Zhejiang University, a Supervisor for master's degree
candidates in Business Law, a member of China Business Law Research Council,
Deputy Director of Zhejiang Tax Law Research Council, an Arbitrator of Hangzhou
Arbitration Committee, and a Lawyer at Zhejiang Zeda Law Firm.



Supervisor representing employees (To be elected by employees of the Company)



Mr. FANG Zhexing, born in 1965, is a Senior Engineer, the Manager of the Human
Resources Department of the Company. He is also the Chairman of Hangzhou Shida
Expressway Co., Ltd. Mr. Fang graduated from Zhejiang University in engineering
where he received a master's degree. From 1986 to 1988 he was the Assistant
Engineer in the Project Management Office of the Electric Power and Water
Conservancy Bureau in Taizhou. From 1991 until 1997, he was the Engineer in the
Project Management Office of Zhejiang Provincial Expressway Executive
Commission, where he participated in the project management of
Shanghai-Hangzhou-Ningbo Expressway. Since March 1997, he has served as the
Deputy Manager and the Manager of the Planning and Development Department, the
Manager of the Project Development Department, the Director of Quality
Management Office and the Director of Internal Audit Department of the Company.



OTHER INFORMATION



Save as disclosed in the above, the proposed candidates for the board of
directors and supervisors of the fourth session of the Company have no
relationships with any directors, senior management or substantial or
controlling shareholders of the Company.



The proposed term of office of the directors and supervisors of the fourth
session will be for a period of three years, commencing on March 1, 2006 and
expiring on February 28, 2009.



Interests in shares and underlying shares



None of the proposed candidates for the board of directors and supervisors of
the fourth session of the Company has an interest in the shares of the Company
(within the meaning of Part XV of the Securities and Futures Ordinance).




Directors and supervisors' emoluments



The proposed remunerations for executive directors, which are fixed for their
three-year term of service based on last year's remuneration of the current
session, are as follows:


                                                                            1st year         2nd year         3rd year
                                                                                 Rmb              Rmb              Rmb

Chairman                                                                     899,000          899,000          899,000
Director/General Manager                                                     689,000          689,000          689,000
Director/Deputy General Manager                                              595,000          595,000          595,000
Director/Company Secretary                                                   370,000          370,000          370,000



Non-executive directors and supervisors do not receive any fixed remunerations
from the Company, though all directors and supervisors are provided with
allowances that are subject to their levels of participation in the Company's
meetings as determined by the board of directors at their discretion and there
are no applicable scale for determining such remuneration.



There are no other matters that need to be brought to the attention to the
shareholders of the Company.


                                                                             By order of the Board
                                                                                ZHANG Jingzhong
                                                                               Company Secretary



December 30, 2005




                    Notice of Extraordinary General Meeting




 (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 9:00 a.m. on
Tuesday, February 14, 2006 at 12th Floor, Block A, Dragon Century Plaza, 1
Hangda Road, Hangzhou, Zhejiang 310007, the People's Republic of China (the 
'PRC') for the conduct of the following business:



As ordinary resolutions:



1.    To elect directors of the Company and approve their remuneration;



2.    To elect supervisors of the Company and approve their remuneration;



3.    To authorize the board of directors of the Company to approve the
directors' service contracts, the supervisors' service contracts and all other
relevant documents and to authorize any one executive director of the Company to
sign such contracts and other relevant documents for and on behalf of the
Company and to take all necessary actions in connection therewith.


                                                                             By Order of the Board
                                                                                ZHANG Jingzhong
                                                                               Company Secretary



Hangzhou, Zhejiang Province, the PRC

December 30, 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 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 January 24, 2006.



(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 at 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 on his/her/its
behalf. A proxy needs not to be a member.



(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 any 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, not less than 24 hours before the time designated for the
holding of the EGM.



(4)   Shareholders and proxies shall exercise the right to vote by poll.



3.    Closure of Register of Members



The register of members holding H shares of the Company will be closed from
January 15, 2006 to February 13, 2006 (both days inclusive).



4.    Eligibility for attending the Extraordinary General Meeting



Holders of H Shares who intend to attend the EGM must deliver all transfer
instruments and the relevant shares certificates to the share registrar for H
Shares, Hong Kong Registrars Limited at Rooms 1712-1716, 17th Floor, Hopewell
Center, 183 Queen's Road East, Hong Kong at or before 4:00 p.m. on Friday,
January 13, 2006.



5.    Miscellaneous



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



(2)   The address of the Company is at:



12th Floor, Block A

Dragon Century Plaza

1 Hangda Road

Hangzhou, Zhejiang 310007

People's Republic of China



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 Extraordinary General Meeting


Number of Shares related to               H Shares/Domestic Shares*
this proxy form (note 1)



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 __________________________________

_______________________________________________) /the Chairman of the meeting as
my (our) proxy, to attend and vote on my (our) behalf in respect of the ordinary
resolutions in accordance with the instruction(s) below at the extraordinary
general meeting of the Company (the 'EGM') to be held at 9:00 a.m. on
Tuesday, February 14, 2006 at 12th Floor, Block A, Dragon Century Plaza, 1
Hangda Road, Hangzhou, Zhejiang Province, 310007, the People's Republic of
China (the 'PRC'), for the purpose of considering and, if thought fit,
passing the resolutions as set out in the notice convening the EGM. In the
absence of any indication, the proxy may vote for or against the resolutions at
his own discretion (note 4).


                              Ordinary Resolutions:                             For (note 4)        Against (note 4)
1.    To elect directors of the Company and approve their remuneration.
2.    To elect supervisors of the Company and approve their remuneration.
3.    To authorize the board of directors of the Company to approve the
      directors' service contracts, the supervisors' service contracts and
      all other relevant documents and to authorize any one executive
      director of the Company to sign such contracts and other relevant
      documents for and on behalf of the Company and to take all necessary
      actions in connection therewith.



Date:  ______________________, 2006        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 EGM will act as your proxy. Proxies may not be member
(s) of the Company and may be appointed to attend and vote in the EGM provided
that such proxies must attend the EGM in person on your behalf. Any alteration
made to this proxy form must be signed by the signatory.



4.       As voting will take place by poll, please insert the number of share(s)
you wish to vote for or against the resolutions in the appropriate boxes. In the
absence of any such indication, the proxy will vote or abstain at this
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 affixed with its common seal or signed by its director(s) or duly
authorized representative(s).



6.       This form of proxy together with the power of attorney or any other
authorization document(s) which have been notarized, must be delivered, in the
case of a holder of domestic share(s), to the Company at 12th Floor, Block A,
Dragon Century Plaza, 1 Hangda Road, Hangzhou, Zhejiang Province, 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, Hong Kong, at least 24
hours before the time designated for the holding of the EGM.



*        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 Extraordinary 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 at the extraordinary
general meeting of the Company (the 'EGM') to be held at 9:00 a.m. on
Tuesday, February 14, 2006 at 12th Floor, Block A, Dragon Century Plaza, 1
Hangda Road, Hangzhou, Zhejiang Province, 310007, the People's Republic of
China (the 'PRC').









Signature:  _________________________________________________________________





Date:  ______________________________________________________________________





Note: Eligible shareholders who wish to attend the EGM are advised to complete
and return this reply slip to the Company at 12th Floor, Block A, Dragon Century
Plaza, 1 Hangda Road, Hangzhou, Zhejiang Province, 310007, the PRC by post or by
facsimile (fax no.: ([phone]) such that the same shall be received by
the Company on or before January 24, 2006. Failure to sign and return this slip,
however, will not preclude an eligible shareholder from attending the EGM.



*        Please delete as appropriate.


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