Zhejiang Expressway : Proxy Form for Extraordinary General Meeting

(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 to	H Shares/Domestic Shares*
						this proxy form (Note 1)
I/We (Note 2)
of
being the holder(s) of (Note 1)			H Share(s)/Domestic Share(s)* of Zhejiang Expressway Co.,
Ltd. (the "Company"), now appoint (Note 3)				(I.D. No.:
of

/the Chairman of the meeting as my (our) proxy, to attend and vote on my (our) behalf in respect of the resolution in accordance with the instruction(s) below at the extraordinary general meeting of the Company (the "EGM") to be held at 10 a.m. on Monday, 3 February 2020 at 5/F, No. 2 Mingzhu International Business Center, 199 Wuxing Road, Hangzhou City, Zhejiang Province, 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. Yuan Yingjie as a non-executive director of the Company;
2.		to elect Mr. Zheng Ruchun as a shareholder representative supervisor of
		the Company; and
3.		to authorise the board of directors of the Company to approve the
		proposed director and shareholder representative supervisor's service
		contracts and all other relevant documents and to authorize 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:			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 proxy form 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 5/F, No. 2 Mingzhu International Business Center, 199 Wuxing Road, Hangzhou City, Zhejiang Province, 310020, 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 (i.e. by no later than 10 a.m. on 2 February 2020).

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