This Circular Is Important and Requires Your Immediate Attention (1) Election of Directors and Supervisors of the Ninth Session

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this Circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountants or other professional adviser.

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

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this Circular, 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 Circular.

(A joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock code: 0576)

(1) ELECTION OF DIRECTORS AND SUPERVISORS OF THE NINTH SESSION AND (2) NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice for convening the extraordinary general meeting (the “EGM”) of the Company to be held at 10 a.m. on Monday, June 28, 2021 at 5/F, No. 2 Mingzhu International Business Center, 199 Wuxing Road, Hangzhou City, Zhejiang Province, the PRC is set out on pages EGM-1 to EGM-3 of this Circular.

A form of proxy for use at the EGM 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 EGM (i.e. no later than 10 a.m. on June 27, 2021) (or any adjournment thereof). Completion and delivery of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

June 11, 2021 CONTENTS

Page

Definitions ...... 1

Letter from the Board ...... 3

Appendix I – Particulars of Director and Supervisor Candidates ...... I-1

Notice of Extraordinary General Meeting ...... EGM-1 DEFINITIONS

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

“%” per cent.

“EGM” the extraordinary general meeting of the Shareholders of the Company to be convened at 10 a.m. on Monday, June 28, 2021 at 5/F, No. 2 Mingzhu International Business Center, 199 Wuxing Road, Hangzhou City, Zhejiang Province, the People’s Republic of China to elect Directors and Supervisors of the ninth session (other than Supervisors representing the employees), the notice of which is set out on pages EGM-1 to EGM-3 of this Circular

“Articles of Association” the articles of association of the Company

“Board” the board of Directors

“Circular” this circular to the Shareholders

“Communications Group” Zhejiang Communications Investment Group Co., Ltd. (浙江省交通投資集團有限公司), a wholly state-owned enterprise established in the PRC and the controlling shareholder of the Company

“Company” Zhejiang Expressway Co., Ltd. (浙江滬杭甬高速公路股份有限公司), a joint stock limited company established in the PRC on March 1, 1997, whose shares are listed on the main board of the Stock Exchange (stock code: 0576)

“controlling shareholder(s)” has the meaning ascribed to it under the Listing Rules

“Director(s)” the director(s) of the Company

“Group” the Company and its subsidiaries

“H Shares” overseas listed foreign shares in the share capital of the Company with a nominal value of RMB1.00 per share, which are primarily listed on the main board of the Stock Exchange and traded in Hong Kong dollars since May 15, 1997

“Hong Kong” the Hong Kong Special Administrative Region of the PRC

“Latest Practicable Date” June 9, 2021, being the latest practicable date for ascertaining certain information in this Circular

1 DEFINITIONS

“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange, as amended, supplemented or otherwise modified from time to time

“Mr. Pei” Mr. PEI Ker-Wei

“PRC” the People’s Republic of China (for the purpose of this Circular, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan)

“Nomination Committee” the nomination committee of the Company

“RMB” Renminbi, the lawful currency of the PRC

“SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

“Shareholder(s)” holder(s) of the share(s) of the Company

“Stock Exchange” The Stock Exchange of Hong Kong Limited

“subsidiary(ies)” has the meaning ascribed to it under the Listing Rules

“Supervisor(s)” the supervisor(s) of the Company

2 LETTER FROM THE BOARD

(A joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock code: 0576)

Chairman Registered Address: Mr. YU Zhihong 12/F, Block A, Dragon Century Plaza 1 Hangda Road Executive Director Hangzhou City, Zhejiang Province Mr. CHEN Ninghui 310007 The People’s Republic of China Non-executive Directors Mr. YUAN Yingjie Business Address: Mr. DAI Benmeng 5/F, No. 2 Mr. FAN Ye Mingzhu International Business Center 199 Wuxing Road Independent Non-executive Directors Hangzhou City Zhejiang Province Mr. PEI Ker-Wei 310020 Ms. LEE Wai Tsang, Rosa The People’s Republic of China Mr. CHEN Bin

June 11, 2021

To the Shareholders

Dear Sir or Madam,

(1) ELECTION OF DIRECTORS AND SUPERVISORS OF THE NINTH SESSION AND (2) NOTICE OF EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

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

3 LETTER FROM THE BOARD

2. ELECTION OF DIRECTORS AND SUPERVISORS OF THE NINTH 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 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 eighth session will expire on June 30, 2021, the Nomination Committee of the Company 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 ninth session. The term of the new Directors and Supervisors will be three years commencing on July 1, 2021 and expiring on June 30, 2024.

The eighth session of the Board was comprised of nine Directors, including two executive Directors (Ms. LUO Jianhu has resigned as an executive Director on May 19, 2021) 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. Amongst the members of the eighth session of the Board, Mr. DAI Benmeng will not stand for the re-election as a Director of the ninth session of the Board. Other members of the eighth session the Board confirmed that they will offer themselves for re-election at the EGM.

According to code provision A.4.3 of the Corporate Governance Code as set out in Appendix 14 of the Listing Rules, if an independent non-executive director serves more than nine years, his further appointment should be subject to a separate resolution to be approved by shareholders. Mr. Pei has been appointed as an independent non-executive Director of the Company for more than nine years. The Company has received from Mr. Pei a confirmation of independence according to Rule 3.13 of the Listing Rules. During his tenure as an independent non-executive Director, Mr. Pei actively participated in meetings of the Board and its committees to provide unbiased opinions and exercised independent judgement. Mr. Pei has not engaged in any administrative or executive management of the Group. The Board has benefited greatly from the presence of Mr. Pei who has contributed valuable insight into the Group over time. The nomination committee of the Company has assessed and is satisfied of the independence of Mr. Pei. Taking into consideration of his independent scope of work in the past years, the Board considers Mr. Pei to be independent under the Listing Rules despite the fact that he has served the Company for more than nine years. The Board believes that Mr. Pei’s continued tenure will bring considerable stability to the Board. A separate resolution will be proposed for Mr. Pei’s re-election at the EGM.

4 LETTER FROM THE BOARD

3. 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 eighth session of the Board, are as follows:

First year Second year Third year RMB(Yuan) RMB(Yuan) RMB(Yuan)

Director/Party Secretary/General Manager 920,000 950,000 980,000 Director/Deputy General Manager 780,000 810,000 830,000

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.

4. EGM

A notice for convening the EGM of the Company to be held at 10 a.m. on Monday, June 28, 2021 at 5/F, No. 2 Mingzhu International Business Center, 199 Wuxing Road, Hangzhou City, Zhejiang Province, the PRC is set out on pages EGM-1 to EGM-3 of this Circular.

5 LETTER FROM THE BOARD

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) 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 EGM.

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

6 APPENDIX I PARTICULARS OF DIRECTOR AND SUPERVISOR CANDIDATES

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

The proposed candidates of the Board of the ninth session of the Company are nominated by the Nomination Committee of the Company. Mr. YU Zhihong, Mr. CHEN Ninghui, Mr. YUAN Yingjie, Mr. FAN Ye, Mr. PEI Ker-Wei, Ms. LEE Wai Tsang, Rosa and Mr. CHEN Bin are members of the Board of the eighth session and have been nominated as candidates for re-election as members of the Board of the ninth session. Mr. JIN Chaoyang and Mr. HUANG Jianzhang are newly nominated candidates for election as members of the board of Directors of the ninth session. The profiles of the candidates nominated to the Board of the ninth session are as follows:

Chairman

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

Executive Directors

Mr. CHEN Ninghui, born in 1963, a postgraduate at the Party School of the Communist Party of China, graduated from Arizona State University, the United States with a Master’s Degree in Business Administration and a Senior Economist. Mr. Chen had worked since 1981. He had served at Zhejiang Urban and Rural Construction Material Equipment Co., Ltd. (originally known as the Material Equipment Division of the Department of Development of Zhejiang Province) as General Manager, Chairman and Party Secretary; Zhejiang Communications Investment Industrial Development Corporation as Chairman and Party Secretary; Zhejiang Communications Investment Group Co., Ltd. as Assistant General Manager; Zhejiang Communications Investment Property Group Co., Ltd. as Chairman and Party Secretary. Mr. Chen served as Party Secretary of the Company since December 2019, and became an Executive Director of the Company since May 2020.

I-1 APPENDIX I PARTICULARS OF DIRECTOR AND SUPERVISOR CANDIDATES

Mr. YUAN Yingjie, born in 1976, is a senior engineer. He obtained a Bachelor’s Degree of Engineering in Highways and Urban Roads from Xi’an University of Highway Traffics, and both Master and Doctorate Degrees of Engineering in Roads and Railways Engineering from Chang’an University. Since 2004, Mr. Yuan has worked in Zhejiang Highway Management Bureau and Zhejiang Department of Transportation. Since 2014, he was Deputy Director of Construction Management Office of Zhejiang Department of Transportation. Since 2017, he was Deputy Director of Chief Engineer Office of Zhejiang Communications Investment Group Co., Ltd.. Since 2018, he was Deputy General Manager of Expressway Construction Department, Deputy General Manager and General Manager of Expressway Management Department of Zhejiang Communications Investment Group Co., Ltd.. Mr. Yuan served as General Manager of the Company since May 2021.

Non-Executive Directors

Mr. JIN Chaoyang, born in 1970, a senior engineer, is a university graduate from Changsha University of Science and Technology in Highway Engineering. Mr. Jin began work in December 1989. He served as Deputy General Manager and Party Committee Member of Zhejiang JinLiWen Expressway Co., Ltd.; Deputy General Manager (in charge of the work) and General Manager of Safety Supervision and Management Department of Zhejiang Communications Investment Group Co., Ltd.; Director, General Manager and Deputy Party Secretary of Hangzhou City Expressway Co., Ltd.; Deputy Chairman, Deputy General Manager and Deputy Party Secretary (the middle-level principal position of Communications Group) of Zhejiang Communications Investment Expressway Operation Management Co., Ltd.. Mr. Jin is currently General Manager of Expressway Management Department of Zhejiang Communications Investment Group Co., Ltd..

Mr. FAN Ye, born in 1982, an economist, graduated from Zhejiang University with a Doctorate in Economy. Since 2010, Mr. Fan served at the Investment Development Department of Zhejiang Economy Construction Investment Co., Ltd. (浙江省經濟建設投資有限公司). Since 2013, Mr. Fan served at the Railway Transportation Department of Zhejiang Economy Construction Investment Co., Ltd., and served as Assistant General Manager, General Manager of the New Industry Department of CSR Hangzhou Rail Transit Co., Ltd. (杭州南車城市軌道交通車輛有限公司). Since 2014, Mr. Fan served as Deputy General Manager of Zhejiang Economy Construction Investment Co., Ltd., and since 2018 he was Deputy General Manager of Zhejiang Communications Investment Property Group Co., Ltd. (浙江省交投地產集團有限公司). Mr. Fan is currently General Manager of the Industrial Investment Management Department (I) of Zhejiang Communications Investment Group Co., Ltd..

Mr. HUANG Jianzhang, born in 1980, a senior economist, graduated from Zhejiang University in Business Management with a Master’s Degree in Management. Mr. Huang began work in March 2005. He served as Deputy General Manager of Juhua Holdings Co. Ltd.; Manager of the Securities Department of Zhejiang Juhua Co., Ltd.; Assistant Director and Deputy Director of the Board Secretary’s Office of Zhejiang Expressway Co. Ltd.; Deputy Manager (in charge of the work) and Manager of the Investment and Development Department of Zhejiang Expressway Co. Ltd.. Mr. Huang is currently Vice President of Development Research Institute and Deputy General Manager of Strategy and Legal Affairs Department of Zhejiang Communications Investment Group Co., Ltd..

I-2 APPENDIX I PARTICULARS OF DIRECTOR AND SUPERVISOR CANDIDATES

Independent Non-Executive Directors

Mr. PEI Ker-Wei, born in 1957, is a 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 the 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 from 1993 to 1994. Mr. Pei also currently serves as an External Director of China Merchant Group, and Independent Director of Want Want China Holdings (HK Stock Code: 00151) and Zhong An Group Limited (HK Stock Code: 00672).

Ms. LEE Wai Tsang, Rosa, born in 1977, has accumulated over 17 years of experience in the financial sector. She holds a Master of Science in Finance from Boston College and MBA from University of Chicago. Ms. Lee is a licensed person for asset management under the Securities and Futures Ordinance (“SFO”). Ms. Lee is a Director of Grand Investment (Bullion) Limited and Tianjin Yishang Friendship Holdings Company Ltd. Ms. Lee is a Chief Investment Officer of Grand Finance Group Company Ltd. Ms. Lee was an Executive Director of Grand Investment International Ltd (Stock code: 1160) from 2005 to 2018 and was appointed as its Chairman from 2013 to 2017. Ms. Lee also served as Director for Grand Finance Group Company Ltd from 2005 to 2019.

Mr. CHEN Bin, born in 1967, graduated from the 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 1991 to 2004. He served at Webex Group as General Manager of China Investment from 2005 to 2006, and at Cybernaut China Investment Fund as Senior Partner from 2006 to 2008. Mr. Chen became Chief Executive and Funding Partner of Zhejiang Cybernaut Investment Management Co., Ltd. since 2008.

I-3 APPENDIX I PARTICULARS OF DIRECTOR AND SUPERVISOR CANDIDATES

NAME AND PROFILE OF THE CANDIDATES OF THE SUPERVISORY COMMITTEE OF THE NINTH 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. WANG Yubing and Mr. LU Xinghai are elected by the employees of the Company as the Supervisors representing the employees of the Supervisory Committee of the ninth session. The profiles of the candidates to the members of the Supervisory Committee of the ninth session are as follows:

Supervisor Representing Shareholders

Mr. ZHENG Ruchun, born in 1962, is a senior accountant. Mr. Zheng graduated from Jiangxi College of Finance and Economics with a Bachelor’s Degree in Accounting in 1985, and obtained an EMBA Degree from Arizona State University in 2012. From 1985 to 1988, Mr. Zheng worked as a teacher in the Accounting Department of Jiangxi College of Finance and Economics. From 1988 to 2002, he successively worked as Deputy Section Chief of the Finance Department and Section Chief of the Collection Department of Zhejiang Highway Management Bureau. From 1998 to 2005, he successively worked as Director of the Comprehensive Accounting Department and Assistant to the General Commander in the Highway Construction Headquarters of JinLiWen Expressway. From 2005 to 2019, he successively worked as Deputy General Manager, General Manager, Chairman and Secretary of the Party Committee of Zhejiang JinLiWen Expressway Co., Ltd.. He is currently Deputy Chief Accountant and General Manager of the Financial Management Department of Zhejiang Communications Investment Group Co., Ltd..

Independent Supervisors

Ms. HE Meiyun, 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 (長江商學院). Ms. He had served as the Secretary of Youth League Committee at the Hangzhou Business School (杭州商業學校) and as a Secretary to the Board, Deputy General Manager, General Manager and Vice Chairman at Baida Group Co., Ltd. (百大集團股份有限公司), a company listed on the Shanghai Stock Exchange (stock code: 600865). Ms. He also serves as a General Manager of Ping An Securities Company Limited, Zhejiang Branch (平安證券浙江分公司), Executive Deputy Director of the Board of Directors of Zhejiang Provincial Listed Company Association (浙江省上市公司協會), Deputy Secretary General of Hangzhou Joint Stock Promotion Association (杭州股份制促進會), Independent Director of Lanzhou Minbai Co., Ltd. (蘭州民百股份有限公司), Independent Director of Xilinmen Co., Ltd. (喜臨門股份有限公司), Independent Director of Fuchun Environmental Protection Co., Ltd. (富春環保股份有限公司). Ms. He currently serves as Vice Chairman of Zhejiang Shiqiang Group Co., Ltd. (浙江施強集團有限公司), Member of the Equity Investment and M&A Committee of Zhejiang Merchants Association (浙商總會股權投資與併購委員會委員), Supervisor of Zhejiang M&A Federation (浙江併購聯合會監事), Independent Director of Guangyu Co., Ltd. (廣宇股份有限公司), Independent Director of Gujia Home Furnishing Co., Ltd. (顧家家居股份有限公司).

I-4 APPENDIX I PARTICULARS OF DIRECTOR AND SUPERVISOR CANDIDATES

Mr. WU Qingwang, born in 1965, is a PRC Lawyer. He graduated from Hangzhou University (杭州大學) with a Bachelor Degree in Law in 1989 and received a Master’s Degree and a Doctoral Degree in Civil and Commercial Law in Southwest University of Political Science and Law (西南政法大學) in 1995 and 2004, respectively. Mr. Wu worked in Chun’an Justice Bureau (淳安司法局) since 1989 and in Zhejiang Securities Co., Ltd. (浙江證券有限公司) from 1995 to 1996. Since 1996, Mr. Wu has been working in Zhejiang Xinyun Law Firm (浙江星韻律師事務所) and is currently a Partner and Principal, 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 also serves as an Independent Director of Hangzhou CNCR Information Technology Co., Ltd. (Stock Code: 300250).

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

Mr. WANG Yubing, born in 1969, graduated from Shanghai University of Finance and Economics with a Bachelor’s Degree. He is a senior accountant. He started his career in 1991 and worked at the Audit Office of East China Investigation and Design Institute (華東勘測設計研究院). He had served as Head of Finance Department of Hangzhou KFC Co., Ltd. (杭州肯德基有限公司), Principal Accountant of Finance Department of Zhejiang Liantong Leasing Co., Ltd. (浙江聯通租賃有限公司). Then he had served as Supervisor in the Financial Planning Department, Supervisor in the Internal Audit Department, Assistant Manager and Deputy Manager of the Legal Audit Department in the Company. Mr. Wang is currently the Manager of Discipline Inspection and Supervision Department of the Company.

Mr. LU Xinghai, born in 1967, graduated from Hangzhou University with a Doctoral Degree in the Management Psychology. He is a senior economist. Mr. Lu had served as the Manager of Human Resources Department of Hangzhou Zhongcui Food Co., Ltd. and Deputy Manager of Human Resources Department of the Company. Mr. Lu is currently the Director of Party and Masses Work Department and Union Office of the Company.

OTHER INFORMATION

Save as disclosed in the above, the proposed candidates for the Board and Supervisory Committee of the ninth 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 ninth session will be for a period of three years, commencing on July 1, 2021 and expiring on June 30, 2024.

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

I-5 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 the extraordinary general meeting (the “EGM”) of Zhejiang Expressway Co., Ltd. (the “Company”) will be held at 10 a.m. on Monday, June 28, 2021 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 elect Mr. YU Zhihong as a non-executive Director of the Company;

2. to elect Mr. CHEN Ninghui as an executive Director of the Company;

3. to elect Mr. YUAN Yingjie as an executive Director of the Company;

4. to elect Mr. JIN Chaoyang as a non-executive Director of the Company;

5. to elect Mr. FAN Ye as a non-executive Director of the Company;

6. to elect Mr. HUANG Jianzhang as a non-executive Director of the Company;

7. to elect Mr. PEI Ker-Wei, who has served as an independent non-executive Director of the Company for more than nine years, as an independent non-executive Director of the Company;

8. to elect Ms. LEE Wai Tsang, Rosa as an independent non-executive Director of the Company;

9. to elect Mr. CHEN Bin as an independent non-executive Director of the Company;

EGM-1 NOTICE OF EXTRAORDINARY GENERAL MEETING

10. to consider and approve remuneration and allowance package of the proposed Directors of the Company;

11. to elect Supervisors of the Company, and consider and approve their allowance package; and

12. 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.

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

Hangzhou, the PRC June 11, 2021

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(b) below) such that the same shall be received by the Company on or before June 27, 2021.

(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 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.

(3) 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 5(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, Wanchai, Hong Kong, at least 24 hours before the time designated for holding of the EGM (i.e. no later than 10 a.m. on June 27, 2021).

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

EGM-2 NOTICE OF EXTRAORDINARY GENERAL MEETING

3. Book closing period

For the purpose of the EGM, the register of members holding H shares of the Company will be closed from June 13, 2021 to June 28, 2021 (both days inclusive).

4. Last day of transfer and record date

Holders of H Shares who intend to attend the EGM 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, Wanchai, Hong Kong, at or before 4:30 p.m. on June 11, 2021.

For the purpose of the EGM, the record date will be on June 11, 2021.

5. Miscellaneous

(a) The EGM 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:

5/F, No. 2 Mingzhu International Business Center 199 Wuxing Road Hangzhou City, Zhejiang Province the People’s Republic of China 310020 Telephone No.: (+86)-571-8798 7700 Facsimile No.: (+86)-571-8795 0329

As at the date of this notice, the Chairman of the Company is Mr. YU Zhihong; the executive Director of the Company is Mr. CHEN Ninghui; the other non-executive Directors of the Company are: Mr. YUAN Yingjie, Mr. DAI Benmeng and Mr. FAN Ye; and the independent non-executive Directors of the Company are: Mr. PEI Ker-Wei, Ms. LEE Wai Tsang, Rosa and Mr. CHEN Bin.

EGM-3