Zhejiang Expressway Co Ld - Circular and Forms

A form of proxy for use at the AGM is enclosed. Whether or not you are able to attend the meeting in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon. In the case of H Shareholders, the proxy form shall be lodged with the Company's H Shares Registrar, Hong Kong Registrars Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not less than 24 hours before the time for holding the AGM (i.e. no later than 10 a.m. on June 28, 2018) (or any adjournment thereof). Completion and delivery of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

May 15, 2018

In this circular, unless the context specifies otherwise, the following expressions shall have the meanings stated below:

ZHEJIANG EXPRESSWAY CO., LTD.
(A joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock code: 0576)

May 15, 2018

To the Shareholders

Dear Sir or Madam,

(1)   PROPOSED GENERAL MANDATE TO ISSUE H SHARES
(2)  ELECTION OF DIRECTORS AND SUPERVISORS OF THE EIGHTH SESSION
AND
(3)  NOTICE OF THE ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is, among other things, to give you notice of the AGM and to provide you with information in relation to the resolutions to be proposed at the AGM to enable you to make an informed decision on whether to vote for or against those resolutions at the AGM.

2. PROPOSED GENERAL MANDATE TO ISSUE H SHARES

In order to increase operational flexibility and efficiency, and to give discretion to the Board in the event that it becomes desirable to issue H Shares, the Company proposes to obtain Shareholders' approval for the grant of the General Mandate to separately or concurrently allot, issue and/or deal with additional H Shares up to the limit of 20% of the H Shares in issue on the date of the passing of the relevant resolution at the AGM. Any exercise of the power by the Directors under the General Mandate shall comply with the relevant requirements of the Listing Rules, the Articles of Association and the applicable laws and regulations of the PRC.

The General Mandate shall be effective from the date of passing the relevant resolution until whichever is the earliest of:

(1)  the conclusion of the next annual general meeting of the Company;

(2)  the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or other applicable laws to be held;

(3) the date on which the authority set out in this resolution is revoked or varied by a resolution of the shareholders at any general meeting of the Company.

To timely and effectively promote relevant works, the Board is authorized to grant the General Mandate to the Chairman and General Manager (collectively referred to as the "authorized persons") to individually or jointly issue H Shares at their absolute discretion.

3.  ELECTION OF DIRECTORS AND SUPERVISORS OF THE EIGHTH SESSION

Under the Articles of Association, the term of Directors and Supervisors of each session will be three years subject to re-election. Under the Articles of Association, all of the Directors and external Supervisors of a new session of the Board and a new session of the Supervisory Committee 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 general meeting. The Supervisors representing the employees will be elected by the employees of the Company.

As the term of Directors and Supervisors of the seventh session will expire on June 30, 2018, the Board has proposed the nomination and election or re-election of the candidates set out in Appendix I to this Circular as Directors or Supervisors of the eighth session. The term of the new Directors and Supervisors will be three years commencing on July 1, 2018 and expiring on June 30, 2021.

The current session of the Board comprises nine Directors, including two executive Directors and seven non-executive Directors (including three independent non-executive Directors); whereas the supervisory committee of the Company ("Supervisory Committee") comprises five Supervisors, including three external Supervisors (including two independent Supervisors and one Supervisor representing Shareholders) and two Supervisors representing employees of the Company.

4.  DIRECTORS AND SUPERVISORS' EMOLUMENTS

The proposed remunerations for executive Directors, which are fixed for their three-year term of service based on remuneration for the seventh session of the Board, are as follows:

Non-executive Directors and Supervisors (other than Supervisors representing employees) do not receive any fixed remunerations from the Company, though all independent non-executive Directors are provided with a fee that is subject to their levels of participation in the Company's meetings, as determined by the Board at their discretion and there is no applicable standard for determining such fee.

5. FINAL DIVIDEND

Reference is made to the announcement of the Company dated March 16, 2018, in relation to, among others, the proposed payment of a final dividend of RMB30.0 cents per share to the Shareholders. The proposed payment of final dividend is subject to approval by the Shareholders at the AGM. Upon obtaining the approval of Shareholders at the AGM, the final dividend is expected to be paid to the Shareholders no later than August 31, 2018.

6. AGM

A notice for convening the AGM of the Company to be held at 10 a.m. on Friday, June 29, 2018 at 5/F, No. 2 Mingzhu International Business Center, 199 Wuxing Road, Hangzhou City, Zhejiang Province, the PRC is set out on pages 12 to 16 of this circular.

A form of proxy for use at the AGM is enclosed. Whether or not you are able to attend the meeting in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon. In the case of H Shareholders, the proxy form shall be lodged with the Company's H Shares Registrar, Hong Kong Registrars Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not less than 24 hours before the time for holding the AGM (i.e. no later than 10 a.m. on June 28, 2018) (or any adjournment thereof). Completion and delivery of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

7. RESPONSIBILITY STATEMENT

This Circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this Circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this Circular misleading.

8. RECOMMENDATIONS

The Directors (including the independent non-executive Directors) consider that the proposed resolutions set out above are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors (including independent non-executive Directors) recommend that the Shareholders should vote in favour of the resolution in respect of all of the relevant resolutions to be proposed at the AGM.

Yours faithfully, For and on behalf of
Zhejiang Expressway Co., Ltd.  
YU Zhihong                    
Chairman                      

NAME AND PROFILE OF THE CANDIDATES OF THE BOARD OF THE EIGHTH SESSION

The proposed candidates of the Board of the eighth session of the Company are nominated by the Board of the Company. Mr. YU Zhihong,  Mr. CHENG Tao,  Ms. LUO Jianhu, Mr. DAI Benmeng, Mr. YU Qunli, Mr. YU Ji, Mr. PEI Ker-Wei, Ms. LEE Wai Tsang, Rosa and Mr. CHEN Bin are members of the Board of the seventh session and have been nominated as candidates for re-election as members of the Board of the eighth session. The profiles of the candidates nominated to the Board of the eighth session are as follows:

Chairman

Mr. YU Zhihong, who was born in 1964, is a graduate from the Department of Electro-mechanic Engineering, Zhejiang University, and holds a Master's Degree in management from the Management Institute of Zhejiang University. Starting from 1985, Mr. Yu Zhihong worked at Xiushui Township in Xiucheng District of Jiaxing City as Deputy Manager of Township Industrial Company and Deputy Head of Township, from 1987 successively served as Secretary to Xiucheng District Office, Secretary of the Xiucheng District Youth League, Deputy Party Secretary and Party Secretary of Tanghui Township in Xiucheng District, from 1995 working as Deputy Director, Deputy Party Secretary, Director and then Party Secretary of Management Committee for the Economic Development Zone of Jiaxing City, from 2005 as Party Secretary of Haining City and as Member of Party Standing Committee of Jiaxing City, from 2010 as Deputy Mayor of Hangzhou City, Party Secretary of Qianjiang New Development Zone's Construction Committee, and then Party Secretary of Xiaoshan District, Member of Party Standing Committee of Hangzhou City, before he became the Deputy Party Secretary and then Mayor of Shaoxing City in 2013. Mr. Yu Zhihong assumed the position of Chairman and Party Secretary of Zhejiang Communications Investment Group Co., Ltd. since October 2016, and  became  Member  of  Provincial Party Committee since June 2017.

Executive Directors

Mr. CHENG Tao, who was born  in  1964,  is  the  party  committee  secretary  of  the  Company. Mr. Cheng graduated from Changsha University of Science & Technology with a bachelor's degree in transportation engineering. He is a Senior Administration Engineer and Senior Economist. Mr. Cheng has been appointed as an Executive Director of the Company since July 2015. Mr. Cheng began his career in September 1983 and held the positions of Secretary of CYL Committee at Zhejiang Shipping and Technical  School;  Secretary  of  CYL  Committee  at  Zhejiang  Road  and Bridge Engineering  Office;  Secretary  of  Party  General  branch  at  No.3  Company  of Zhejiang Provincial Transportation Engineering & Construction Group Co., Ltd.; Party Committee Deputy Secretary of Zhejiang Provincial Transportation Engineering & Construction Group Co., Ltd.; Vice Chairman, Party Committee Secretary and Chairman of Zhejiang Provincial Transportation Engineering & Construction Group Co., Ltd.

Ms. LUO Jianhu, who was born in 1971, graduated from the Faculty of Law of the Hangzhou University with a bachelor's degree in law and later graduated from the National Accounting Institute with an EMBA degree, majoring in Financial Accounting. She is a lawyer and Senior Economist. Ms. Luo has been appointed as an Executive Director and the General Manager of the Company since June 2012. Since she started her career in August 1994, Ms. Luo had held such positions as the board secretary of Zhejiang Transportation Engineering Construction Group Co., Ltd., the Deputy Director, Director of the Legal Affairs Department, the Deputy Director, Director of the Secretarial Office to the Board, Board Secretary and the Manager of the Investment and Development Department of Zhejiang Communications Investment Group Co., Ltd.

Non-Executive Directors

Mr. DAI Benmeng, who was born in 1965, graduated from the Party School of the Zhejiang Committee of the Communist Party of China with a bachelor's degree specialising in economics and management and is a Senior Economist. He began working in February 1987 and has been a Director and the Deputy General Manager of Wenzhou Shipping Co., Ltd., a Director and the General Manager of Zhejiang Wenzhou Yongtaiwen Expressway Co., Ltd., a Director and the General Manager of Zhejiang Jinji Property Co., Ltd., the person in charge of Zhejiang Province North Zhejiang Expressway Management Co., Ltd., the Chairman of Zhejiang ShenSuZheWan Expressway Co., Ltd., and the General Manager of the Shanghai-Jiaxing-Huzhou- Hangzhou branch of the Communications Group. Mr. Dai is currently the Director of Party Work Department and the Department Head of Organization Department of the Communications Group. He has been a party committee member of Communications Group since April 2017.

Mr. YU Qunli, who was born in 1968, is a professor-level senior engineer. He graduated from Xi'an Roadway Institute with a Bachelor's Degree in Roads and Bridges Engineering. Mr. Yu Qunli also holds a Master's Degree in Structure Engineering and an MBA Degree in Business Administration, both from Zhejiang University. Mr. Yu Qunli started his career in 1990 at Zhejiang Provincial Roads and Bridges Bureau and Zhejiang Communications Engineering Construction Group Co., moved to Zhejiang Communications Investment Group Co., Ltd. in 2002. Starting from 2005, Mr. Yu  Qunli  served  as Deputy General Manager at Zhejiang Ningbo Yongtaiwen Expressway Co., Ltd. and Zhejiang Zhoushan Bay Bridge Co., Ltd. Beginning from 2010, Mr. Yu Qunli served as Deputy Manager and Manager of Safety Production Monitoring Management Department at Zhejiang Communications Investment Group Co., Ltd. He served as General Manager at Zhejiang Ningbo Yongtaiwen Expressway Co., Ltd., Zhejiang Taizhou Yongaiwen Expressway Co., Ltd. and Zhejiang Zhoushan Bay Bridge Co., Ltd. from 2013. Since 2015, Mr. Yu Qunli served as General Manager of Zhejiang Communications Investment Group Co., Ltd. as General Manager at Communications Operations Management Department.

Mr. YU Ji, who was born in 1975, is an Engineer. He graduated from Zhejiang University with a Master's Degree in Structure Engineering. Mr. Yu Ji began his career at Jinwen Railroad Engineering Construction Project Management Division (Qingtian County Lianggang section) and General Headquarter from 1996, worked at Zhejiang Local Railroad  Survey  and  Design  Bureau  and  Zhejiang Tiezi Engineering Co., Ltd. from 1998, and became a Structure Design Engineer at Zhejiang Urban Construction Design and Research Institute from 2005. Starting from 2007, Mr. Yu Ji worked as staff, Deputy Manager and then Manager at Project Management Department of Zhejiang Railroad Investment Group Co., Ltd., and became General Manager of Railroad Project Department in 2015, Manager of Communications Investment Department of Zhejiang Communications Investment Group Co.,  Ltd.  in 2016. Since 2018, Mr. Yu Ji became General Manager of Strategic Development and Legal Affairs Department of Zhejiang Communications Investment Group Co., Ltd.

Independent Non-Executive Directors

Mr. PEI Ker-Wei, who was born in 1957, is a full Professor of Accountancy at the School of Accountancy at the W. P. Carey School of Business Arizona State University. Mr. Pei received his Ph.D. degree in Accounting from University of North Texas in 1986. He served as the chairman of the Globalization Committee of the American Accounting Association in 1997 and as the president of the Chinese Accounting Professors Association-North America in 1993 to 1994. Mr. Pei currently also serves as an External Director of Baosteel Group and China Merchant Group, and Independent Director of Want Want China Holdings (HK Stock Code: 00151), Zhong An Real Estate (HK Stock Code: 00672) and MMG Limited (HK Stock Code: 01208).

Ms. LEE Wai Tsang, Rosa, who was born in 1977, has been an Executive Director of Grand Investment International Ltd. (HK Stock Code: 01160) since June 1, 2005 and appointed as its Chairman for the period from May 1, 2013 to June 15, 2017. Ms. Lee holds a Bachelor degree from the University of Southern California. She also holds Master of Science in Finance from Boston College and MBA from University of Chicago. Ms. Lee has been working with Grand Investment International Ltd. since its incorporation in 2003 and overseeing its investment, operation and administration. Ms. Lee is a licensed person for the regulated activities of dealing and advising in securities and asset management under the Securities and Futures Ordinance ("SFO"). Ms. Lee is a Director of Grand Finance Group Company Ltd ("GFG"), and Tianjin Yishang Friendship Holdings Company Ltd.

Mr. CHEN Bin, who was born in 1967, is a graduate from University of South China in computer science. He also holds a second Bachelor's degree from Chongqing University in management engineering. Mr. Chen worked at Tianshi Network Company of TCL Group as Deputy General Manager from 1998 to 2004, at Webex Group as General Manager of China Investment from 2005 to 2006, and at Cybernaut China Investment Fund as Senior Partner from 2007 to 2008. Mr. Chen became Chief Executive and Funding Partner of Zhejiang  Cybernaut  Investment  Management  Co.,  Ltd.  since  2008. Mr. Chen also serves as Director at Sundy Land Investment Co., Ltd., (a company listed on Shanghai Stock Exchange, SH Stock Code: 600077) and Shenzhen Fountain Corporation (a company listed on Shenzhen Stock Exchange, SZ Stock Code: 000005).

NAME AND PROFILE OF THE CANDIDATES OF THE SUPERVISORS OF THE SUPERVISORY COMMITTEE OF THE EIGHTH SESSION

The external Supervisors are elected and removed at a general meeting, whereas the Supervisors representing the employees are elected and removed by the employees of the Company. Mr. ZHAN Huagang and Mr. WANG Yubing are elected by the employees of the Company as the Supervisors representing the employees of the Supervisory Committee of the eighth session. The profile of the candidates to the members of the Supervisory Committee of the eighth session is as follows:

Supervisor Representing Shareholders

Mr. YAO Huiliang, who was born in 1972, graduated from the Zhejiang University and is a senior accountant. Since he started his career in August 1990, Mr. YAO had served as Project Management Manager at Zhejiang Zhetong Road Operation Co., Ltd., Finance Manager of the Management Committee of the Ningbo Second Phase of Yongtaiwen Expressway, Assistant to the General Manager and Finance Manager of the Zhejiang Ningbo-Taizhou-Wenzhou Expressway Co., Limited, and Deputy Manager of the Finance Management Department and General Manager of the Finance Management Center of the Communications Group. Mr. YAO currently serves as General Manager of the Industry Investment Management Department of the Communications Group.

Independent Supervisors

Ms. HE Meiyun, who was born in 1964, is a Senior Economist. She graduated from the Zhejiang University in 1986 and later received an Executive Master of Business Admiration (EMBA) in Cheung Kong Graduate School of Business. Ms. He had served as the Secretary of Youth League Committee at the Hangzhou Business School and as a Deputy General Manager, General Manager and Vice Chairman at Baida Group Co., Ltd., a company listed on the Shanghai Stock Exchange (Stock Code: 600865). Ms. He currently serves as a General Manager of Ping An Securities Company Limited, Hangzhou Branch. She is also a Vice Chairman of the Professional Committee of the Board Secretary of Listed Company Association of Zhejiang.

Mr. WU Qingwang, who was born in 1965, is a PRC lawyer. He graduated from Hangzhou University with a Bachelor degree in law in 1989 and later received a Master's degree and a Doctoral degree in Civil and Commercial Law in Southwest University of Political Science and Law in 1995 and 2004, respectively. Mr. Wu had worked in Chun'an Justice Bureau since 1989 and in Zhejiang Securities Co., Ltd. from 1995 to 1996. Mr. Wu has been working in Zhejiang Xinyun Law Firm and is currently a Partner, specializing in civil and commercial litigation, arbitration and project negotiation. Mr. Wu is on the panel of arbitrators in China International Economic and Trade Arbitration Commission and Shanghai International Economic and Trade Arbitration Commission. Mr. Wu serves as an Independent Director of the following companies: Yiwu Huading Nylon Co., Ltd. (a company listed on Shanghai Stock Exchange, SH Stock Code: 601113), Top Choice Medical Investment Co., Inc. (a company listed on Shanghai Stock Exchange, SH Stock Code: 600763) and Zhejiang Yankon Group Co., Ltd. (a company listed on Shanghai Stock Exchange, SH Stock Code: 600261), all companies listed on the Shanghai Stock Exchange. From August 2011 to April 2016, Mr. Wu served as an Independent Director of OB Telecom Electronics Co., Ltd (a company listed on Shenzhen Stock Exchange, SZ Stock Code: 300270), a company listed on the Shenzhen Stock Exchange.

Supervisors Representing the Employees (Elected by employees of the Company)

Mr. ZHAN Huagang, who was born in 1961, is the party committee member and labour union chairman of the Company. He is a professor-level Senior Engineer. Mr. Zhan graduated from Zhejiang University with a bachelor's degree of engineering in internal combustion engine from the department of thermophysical engineering. From July 1982 to June 1991, he worked at Zhejiang Province Vehicular Transport Company, Zhejiang Office of Motor Vehicles and Zhejiang Highway Management Bureau. From June 1991 to January 1996, he worked at Zhejiang Road and Bridge Engineering Office. From January 1996 to March 1997, he worked at the Operation Division and Maintenance Division of the Zhejiang Provincial Expressway Executive Commission as Senior Engineer. Since March 1997, he has been working at Zhejiang Expressway Co., Ltd. as Deputy Manager and Manager of the Operations Management Department, Manager of the Investment Development Division, Manager of the Equipment Management Department, Manager of the Engineering Management Department and Head of the Maintenance Management Office. He is concurrently the Deputy General Manager of Zhejiang Expressway Investment Development Co., Ltd. and Chairman and General Manager of Zhejiang Expressway Advertising Co., Ltd.

Mr. WANG Yubing, who was born in February 1969, is a senior accountant. He graduated from Shanghai University of Finance and Economics in July 1991 with a bachelor's degree. From July 1991 to December 1992, he worked at the audit office of East China Investigation and Design Institute. From January 1993 to July 1996, he served as the head of finance department of Hangzhou KFC Ltd. From September 1996 to June 1997, he served as principal accountant of the finance department of Zhejiang Liantong Leasing Co., Ltd. Since June 1997, he has been working at Zhejiang Expressway Co., Ltd. and has worked as head of the Financial Planning Department, head of the Internal Audit Department and assistant general manager. Currently, Mr. Wang is the deputy general manager of the Legal Affairs and Audit Department of the Company.

OTHER INFORMATION

Save as disclosed in the above, the proposed candidates for the Board and Supervisory Committee of the eighth 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 eighth session will be for a period of three years, commencing on July 1, 2018 and expiring on June 30, 2021.

None of the proposed candidates for the Board and Supervisory Committee of the eighth session of the Company has an interest in the shares of the Company (within the meaning of Part XV of the SFO).

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 THE ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the 2017 annual general meeting (the "AGM") of Zhejiang Expressway Co., Ltd. (the "Company") will be held at 10 a.m. on Friday, June 29, 2018 at 5/F, No. 2 Mingzhu International Business Center, 199 Wuxing Road, Hangzhou City, Zhejiang Province, People's Republic of China (the "PRC"), for the purpose of considering and, if thought fit, passing with or without modification or amendment the following resolutions:

AS ORDINARY RESOLUTIONS

1.  to consider and approve the report of the directors of the Company (the "Directors") for the year 2017;

2.  to consider and approve the report of the supervisory committee of the Company for the year 2017;

3.  to consider and approve the audited financial statements of the Company for the year 2017;

4.  to consider and approve final dividend of RMB30.0 cents per share in respect of the year ended December 31, 2017;

5.  to consider and approve the final accounts of the Company for the year 2017 and  the financial budget of the Company for the year 2018;

6.  to consider and approve the re-appointment of Deloitte Touche Tohmatsu Certified Public Accountants Hong Kong as the Hong Kong auditors of the Company, and to authorize the board of Directors of the Company (the "Board") to fix their remuneration;

7.  to consider and approve the re-appointment of Pan China Certified Public Accountants as the PRC auditors of the Company, and to authorize the Board to fix their remuneration;

8.  to elect Directors of the Company, and consider and approve their remuneration and allowance package;

9.  to elect supervisors of the Company, and consider and approve their remuneration and allowance package;

10. to authorise the Board to approve the proposed Directors' service contracts, the proposed supervisors' 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;

AS SPECIAL RESOLUTIONS

11. to consider and approve the grant of a general mandate to the Board to issue, allot and deal with additional H shares not exceeding 20% of the H shares of the Company in issue and authorize the Board to make corresponding amendments to the articles of association of the Company ("Articles of Association") as it thinks fit so as to reflect the new capital structure upon the allotment or issuance of H shares, the details are as follows:

"THAT:

(A) (a)  subject to paragraph (c) and in accordance with the relevant requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the Articles of Association of the Company and the applicable laws and regulations of the People's Republic of China, the exercise by the Board during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with, either separately or concurrently, additional H shares of the Company and to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers be hereby generally and unconditionally approved;

(b) the approval in paragraph (a) shall authorize the Board during the Relevant Period to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers after the end of the Relevant Period;

(c)  the aggregate nominal amount of H shares of the Company allotted, issued and dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt with (whether pursuant to an option or otherwise) by the Board pursuant to the approval granted in paragraph (a) shall not exceed 20% of the aggregate nominal amount of H shares of the Company in issue on the date of passing this resolution, other than pursuant to (i) a Rights Issue (as hereinafter defined) or (ii) any scrip dividend or similar arrangement providing for allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Articles of Association of the Company; and

(d)  For the purpose of this special resolution:

"Relevant Period" means the period from the date of passing of this resolution until the earliest of:

• the conclusion of the next annual general meeting of the Company;
• the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or other applicable laws to be held;
• the date on which the authority set out in this resolution is revoked or varied by a resolution of the shareholders at any general meeting of the Company.

"Rights Issue" means an offer of shares open for a period fixed by the directors to holders of shares on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange in any territory outside Hong Kong) and an offer, allotment or issue of shares by way of rights shall be construed accordingly.

(B) The Board be authorized to make corresponding amendments to the Articles of Association of the Company as it thinks fit so as to reflect the new capital structure upon the allotment or issuance of shares as provided in sub-paragraph (a) of paragraph (A) of this resolution.

(C) The Board is authorized to grant the general mandate to the Chairman and General Manager (collectively referred to as the "authorized persons") to individually or jointly issue H Shares at their absolute discretion."

By order of the Board        
Zhejiang Expressway Co., Ltd.
Tony Zheng                 
Company Secretary          

Hangzhou, the PRC
May 15, 2018

Notes:

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