ZHEH.L Regulatory News (ZHEH)

Hong Kong Stock Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibilityfor the contents of this announcement, make no representation as to its accuracy or completeness and expresslydisclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any partof the contents of this announcement. ZHEJIANG EXPRESSWAY CO., LTD. (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 the extraordinary general meeting (the "EGM") of Zhejiang Expressway Co., Ltd.(the "Company") will be held at 10 a.m. on Monday, December 29, 2014 at 12/F, Block A, Dragon Century Plaza,1 Hangda Road, Hangzhou, Zhejiang Province, 310007, the People's Republic of China (the "PRC"), for thepurpose of considering and, if thought fit, passing with or without modification or amendment the followingresolutions: AS ORDINARY RESOLUTIONS 1. to elect Mr. Dai Benmeng as a non-executive director of the Company, and to consider and approve his allowance package; 2. to elect Mr. Zhou Jianping as a non-executive director of the Company, and to consider and approve his allowance package; 3. to elect Ms. Lee Wai Tsang, Rosa as an independent non-executive director of the Company, and to consider and approve her allowance package; and 4. to authorise the board of directors of the Company to approve the proposed directors' service contracts and all other relevant documents and to authorise 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 ZHEJIANG EXPRESSWAY CO., LTD. Tony Zheng Company Secretary Hangzhou, PRC14 November 2014 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(2) below) such that the same shall be received by the Company on or before December 8, 2014. (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/her/it. A proxy need not be a shareholder of the Company. (2) A proxy shall be appointed by a written instrument signed by the appointor or an attorney authorised by him/her/it for such purpose. If the appointor is a corporation, the same shall be affixed with the seal of such corporation, or signed by its director(s) or duly authorised representative(s). If the instrument appointing a proxy is signed by a person authorised by the appointor, the power of attorney or other authorisation document(s) shall be notarised. (3) To be valid, the power of attorney or other authorisation 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(2) below and, in the case of holders of H Shares, to Hong Kong Registrars Limited at 17M Floor, Hopewell Center, 183 Queen's Road East, Wanchai, Hong Kong, at least 24 hours before the time designated for holding of the EGM. (4) Any vote of the shareholders of the Company present in person or by proxy at the EGM must be taken by poll. 3. Book closing period For the purpose of determining the shareholders' entitlement to attend and vote at the EGM, the register ofmembers holding H Shares of the Company will be closed from November 29, 2014 to December 28, 2014 (both daysinclusive). 4. Last day of transfer and record date Holders of H Shares who intend to attend and vote at the EGM must deliver all transfer instruments and therelevant share certificates to Hong Kong Registrars Limited at Rooms 1712-1716, 17/F, Hopewell Center,183 Queen's Road East, Wanchai, Hong Kong, at or before 4:30 p.m. on November 28, 2014. For the purpose of the EGM, the record date will be December 4, 2014. 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 registered address of the Company is: 12/F, Block A, Dragon Century Plaza 1 Hangda Road Hangzhou, Zhejiang 310007 People's Republic of China Telephone No.: (+86)-571-8798 7700 Facsimile No.: (+86)-571-8795 0329 As at the date of this notice, the executive directors of the Company are: Mr. ZHAN Xiaozhang,Ms. LUO Jianhu and Mr. DING Huikang; the non-executive directors of the Company are: Mr. LI Zongsheng,Mr. WANG Weili and Mr. WANG Dongjie; and the independent non-executive directors of the Company are:Mr. ZHANG Junsheng, Mr. ZHOU Jun and Mr. PEI Ker-Wei. ========================================================================================================= ZHEJIANG EXPRESSWAY CO., LTD. (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 | H Shares/Domestic Shares* | | to this proxy form (note 1) | | ================================================================== I/We (Note 2)___________________________________________________________________________________________of______________________________________________________________________________________________________being the holder(s) of (Note 1)_____________________________________H Share(s)/Domestic Share(s)* ofZhejiang Expressway Co., Ltd. (the "Company"), now appoint (note 3)_____________________________________(I.D. No.:________________________________of_______________________________)/the Chairman of the meetingas my (our) proxy, to attend and vote on my (our) behalf in respect of the resolution in accordance withthe instruction(s) below at the extraordinary general meeting of the Company (the "EGM") to be held at10 a.m. on Monday, December 29, 2014 at 12/F, 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 resolution as set out in the notice convening the EGM. In the absence of any indication, the proxy may vote for or against the resolution at his own discretion (note 4). ============================================================================================================| Ordinary Resolutions | For (note 4) | Against(note 4) |============================================================================================================|1. To elect Mr. Dai Benmeng as a non-executive director of | | || the Company, and approve his allowance package | | || | | ||2. To elect Mr. Zhou Jianping as a non-executive director | | || of the Company, and to approve his allowance package | | || | | ||3. To elect Ms. Lee Wai Tsang, Rosa as an independent non-executive | | || director of the Company, and to approve her allowance package | | || | | ||4. To authorise the board of directors of the Company to approve the | | || proposed directors' service contracts and all other relevant | | || documents and to authorise 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: __________________________________, 2014 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. Please insert the number of share(s) you wish to vote for or against the resolution in the appropriate boxes. In the absence of any such indication, the proxy may vote or abstain from voting at his discretion. 5. This form of proxy must be signed under hand by you or your attorney duly authorised 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 authorised representative(s). 6. This form of proxy together with the power of attorney or any other authorisation document(s) which have been notarised, must be delivered, in the case of a holder of domestic share(s), to the Company at 12/F, 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 17M Floor, Hopewell Center, 183 Queen's Road East, Wanchai, Hong Kong, at least 24 hours before the time designated for the holding of the EGM. * Please delete as appropriate. =================================================================================================== ZHEJIANG EXPRESSWAY CO., LTD. (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:________________________________________ andfax 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 extraordinary general meetingof the Company (the "EGM") to be held at 10 a.m. on Monday, December 29, 2014 at 12/F, Block A,Dragon Century Plaza, 1 Hangda Road, Hangzhou, Zhejiang Province, 310007, the People's Republicof China (the "PRC"). Signature:_______________________________________ Date:______________________________, 2014 Note:Eligible shareholders who wish to attend the EGM are advised to complete and return this reply slip to the Company at 12/F, Block A, Dragon Century Plaza, 1 Hangda Road, Hangzhou, Zhejiang Province 310007, the PRC by post or by facsimile (facsimile no.: (+86)-571-8795 0329) such that the same shall be received by the Company on or before December 8, 2014. Failure to sign and return this slip, however, will not preclude an eligible shareholder from attending the EGM. *Please delete as appropriate.