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