Zhejiang Expressway Co Ld - Circular: Proposed General Mandate to Issue H Shares etc

(3)   NOTICE OF THE ANNUAL GENERAL MEETING

A notice for convening the annual general meeting (the "AGM ") of the Company to be held at 10 a.m. on May 18, 2017 at 5/F, No. 2 Mingzhu International Business Center, 199 Wuxing Road, Hangzhou City, Zhejiang Province, the PRC is set out on pages 7 to 10 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 case of H Shares, the proxy form shall be lodged with the Company's H Shares Registrar, Computershare Hong Kong Investor Services 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 (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.

April 3, 2017

CONTENTS

                                                                                                                            Page

Definitions                                                                                                               1

Letter from the Board                                                                                             3

Notice of Annual General Meeting                                                                         7

DEFINITIONS

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

*    English names are for reference only.

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

April 3, 2017

To the Shareholders

Dear Sir or Madam,

(1)   PROPOSED GENERAL MANDATE TO ISSUE H SHARES

(2)   PROPOSED APPOINTMENT OF SUPERVISOR 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 certain 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 the flexibility and efficiency in operation, 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; or

(3)           the revocation or variation of the authority given to the Board under this resolution by a special resolution of the Company in general meeting.

As at the Latest Practicable Date, the Company had in issue 4,343,114,500 Shares including 2,909,260,000 Domestic Shares and 1,433,854,500 H Shares. Subject to the passing of the proposed resolution for the approval of the General Mandate and in accordance with the terms therein, the Company would be allowed to allot, issue and deal with up to a maximum of 286,770,900 H Shares, representing 20% of the number of H Shares in issue on the basis that no further H Shares will be issued by the Company prior to the AGM.

(3)            PROPOSED APPOINTMENT OF SUPERVISOR

Reference is made to the announcement of the Company dated October 24, 2016 in relation to the resignation of Mr. Shi Ximin as an independent supervisor of the Company.

Mr. Wu Qingwang is the newly nominated candidate for election as independent supervisor of the Company.

Details of Mr. Wu, which are required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules are set out as follows:

Mr. Wu Qingwang, 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. Since May 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. Mr. Wu serves as an independent director of the  following  companies:  Yiwu  Huading  Nylon  Co.,   Ltd.  (stock  code: 601113), a company listed on the Shanghai Stock Exchange and Top Choice Medical Investment Co., Inc. (stock code: 600763), a company 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 (stock code: 300270), a company listed on the Shenzhen Stock Exchange.

Mr. Wu has yet to enter into any service contract with the Company or its subsidiaries. Mr. Wu does not receive any fixed remuneration from the Company, though he will be provided with allowances that are subject to his performances in discharging his duties in the Company as determined by the Board at their discretion.

It is proposed that Mr. Wu will be appointed to hold office until the expiration of the term of the seven session of the board of supervisors, being June 30, 2018.

Save as disclosed above, as at the Latest Practicable Date, Mr. Wu (i) had not held any other directorships in any listed public companies in Hong Kong or overseas, in the last three years nor has he held any other positions with the Group; (ii) has not had any relationship with any Directors, supervisors, senior management, substantial shareholders or controlling shareholders of the Company; and (iii) had not had any interests in the Shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed herein, as at the Latest Practicable Date, there were no other matters relating to the proposed appointment of Mr. Wu that need to be brought to the attention of the Shareholders nor was there any information to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

(4)            AGM

You will find on pages 7 to 10 of this circular a notice of the AGM to be held at 10 a.m. on May 18, 2017.

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 case of H Shares, the proxy form shall be lodged with the Company's H Shares Registrar, Computershare Hong Kong Investor Services 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 (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.

(5)            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.

(6)            RECOMMENDATIONS

The Directors (including the independent non-executive Directors) believe that (i) the General Mandate and (ii) the appointment of Mr. Wu Qingwang are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that the Shareholders should vote in favour of the resolution in respect of the relevant resolution relating to these matters to be proposed at the AGM.

Yours faithfully,          
For and on behalf of       
Zhejiang Expressway Co., Ltd.
ZHAN Xiaozhang         
Chairman                

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of 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 2016 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the 2016 annual general meeting (the "AGM") of Zhejiang Expressway Co., Ltd. (the "Company") will be held at 10 a.m. on May 18, 2017 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 2016;

2.  to consider and approve the report of the supervisory committee of the Company for the year 2016;

3. to consider and approve the audited financial statements of the Company for the year 2016;

4. to consider and approve final dividend of RMB29.5 cents per share in respect of the year ended December 31, 2016;

5. to consider and approve the final accounts of the Company for the year 2016 and  the financial budget of the Company for the year 2017;

6. to consider and elect Mr. Wu  Qingwang as  an  independent  supervisor  of  the Company;

7. 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;

8. 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;

AS SPECIAL RESOLUTION

9. 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 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, otherwise 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; and
• the revocation or variation of the authority given under this resolution by a special resolution in general meeting.

"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."

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

Hangzhou, the PRC April 3, 2017

Notes:

1. Registration procedures for attending the AGM

(a) Holders of H shares of the Company ("H Shares") and domestic shares of the Company ("Domestic Shares") intending to attend the AGM should return the reply slip for attending the AGM to the Company by post or by facsimile (address and facsimile numbers are shown in paragraph 6(b) below) such that the same shall be received by the Company on or before April 27, 2017.

(b) A shareholder or his/her/its proxy should produce proof of identity when attending the AGM. 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

(a) A shareholder eligible to attend and vote at the AGM is entitled to appoint, in written form, one or more proxies to attend and vote at the AGM on behalf of him/her/it. A proxy need not be a shareholder of the Company.

(b) 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 authorized representative(s). If the instrument appointing a proxy is signed by a person authorized by the appointor, the power of attorney or other authorization document(s) shall be notarized.

(c) 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 6(b) 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, Hong Kong, at least 24 hours before the time designated for holding of the AGM.

(d) Any vote of the shareholders of the Company present in person or by proxy at the AGM must be taken by poll.

3. Book closing period

For the purpose of the AGM and to determine the shareholders who qualify for the proposed final dividend, the register of members holding H shares of the Company will be closed from April 18, 2017 to May 17, 2017 (both days inclusive), and from May 24, 2017 to May 29, 2017 (both days inclusive).

4. Last day of transfer and record date

Holders of H Shares who intend to attend the AGM and qualify for the proposed final dividend must deliver all transfer instruments and the relevant shares certificates to Hong Kong Registrars Limited at Rooms 1712-1716, 17/F, Hopewell Center, 183 Queen's Road East, Hong Kong, at or before 4:30 p.m. on April 17, 2017 and on May 23, 2017, respectively.

For the purpose of the AGM and qualify for the proposed final dividend, the record date will be April 17, 2017 and May 23, 2017, respectively.

5. Dividend Payable date

Upon relevant approval by shareholders at the AGM, the final dividend is expected to be paid out on or before June 26, 2017.

6. Miscellaneous

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

(b) The principal place of business of the Company in the PRC is:

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