Result of Meeting

Zhejiang Expressway Co
4 June 2001

                        ZHEJIANG EXPRESSWAY CO., LTD.

               Announcement on Resolutions Passed by the Board



The board (the 'Board') of directors of Zhejiang Expressway Co., Ltd. (the '
Company') is pleased to announce that resolutions were passed at the meeting
of the Board held on 1st June 2001 to approve, inter alia, (i) the further
acquisition of a 3.1% interest in Zhejiang Jiaxing Expressway Co., Ltd. ('
Jiaxing Co') and (ii) the 'Simulated Share Option Scheme'.



Further Acquisition of a 3.1% Interest in Jiaxing Co

Following relevant approval by the Board, the Company has entered into
agreements (the 'Agreements') on 4th June 2001 to further acquire a 2.1% and a
1.0% interest in the capital of Jiaxing Co, a non-wholly owned subsidiary of
the Company, from Jiaxing Xiuzhou Yitong Development Company ('Yitong Co') and
Jiashan County Yintong Company Limited ('Jiashan Co') for a consideration of
Rmb63,249,984 and Rmb30,119,040, respectively.  Jiaxing Co is the holding
company of the 88.1km Jiaxing section of the Shanghai-Hangzhou Expressway. As
at 4th June 2001, the Company, Yitong Co and Jiashan Co were interested in
approximately 84.2%, 2.1% and 1.0% in the capital of Jiaxing Co, respectively.
After the completion of the Agreements, the Company's interest in the capital
of Jiaxing Co will be increased to approximately 87.3%, while Yitong Co and
Jiashan Co's interests will be reduced to nil.  The Agreements were concluded
after arm's length negotiations between the relevant parties.  The aggregate
consideration of Rmb93,369,024 will be funded by bank loans, and paid to
relevant

parties in cash.  The Jiaxing section was completed and opened to traffic in
December 1998. Distance-based weighted average daily traffic volume on the
Jiaxing section has being growing steadily since its opening to traffic to
have reached 21,277 in April 2001.  The Company is optimistic as to the
prospects of the Jiaxing section, and have hence further increased its
interest in Jiaxing Co.



Simulated Share Option Scheme

In order to enhance corporate governance and link the interests of the
management with that of the shareholders of the Company, the Board has
resolved to approve the Simulated Share Option Scheme. Under this scheme,
recipients will be granted rights which will entitle them to receive, upon
exercise of the rights, cash payments representing the difference in the
Company's share price and the grant price, subject to certain terms and
conditions.  The scheme will be managed by the Board, and recipients will
include the executive directors of the Company, management staffs and key
employees deemed appropriate or necessary by the Board. The scheme will be
valid for a period of ten years after approval by the shareholders of the
Company and the total number of rights available will be 130,000,000 simulated
shares

(representing approximately 3% of the issued share capital of the Company as
at 4th June 2001). Under the scheme, all rights will have an exercise period
of five years. A recipient may not exercise his rights in the first year after
the date of grant. In each of the second, third, fourth and fifth year after
the date of grant, the rights exercised may not in aggregate exceed 25%, 50%,
75% and 100%, respectively, of the total rights granted. The market price of H
shares of the Company and A shares of the Company (when such is issued) will
each constitute 50% of the grant price of rights granted under this scheme.
The grant price will be 90% of the average closing price of the shares of the
Company in the five trading days immediately prior to the date of grant. The
exercise price of rights granted under this scheme will be the average closing
price of the shares of the Company in the five trading days after the sixth
trading day from the date of the written notice given by the recipient to the
Company to exercise his rights. The recipient will then be entitled to receive
cash payments representing the difference between the exercise price and the
grant price in

Renminbi.



The scheme will be submitted to the general meeting of shareholders of the
Company for approval in due course.



By Order of the Board

Zhang Jingzhong

Company Secretary

Hangzhou, Zhejiang, the PRC

4th June 2001