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PR Newswire
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ZHEJIANG EXPRESSWAY CO LD - Continuing Connected Transactions

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)

                       CONTINUING CONNECTED TRANSACTIONS
              IN RELATION TO A NEW FINANCIAL SERVICES AGREEMENT
                                    WITH
            ZHEJIANG COMMUNICATIONS INVESTMENT GROUP FINANCE CO., LTD.


CONTINUING CONNECTED TRANSACTIONS

Reference is made to the announcements of the Company dated July 19, 2013
and March 28, 2014 relating the Existing Financial Services Agreement in
relation to, among others, the provision of Deposit Services, Loan and
Financial Leasing Services, Clearing Services and the Other Financial
Services by Zhejiang Communications Finance to the Group.

It is currently expected by the Company that the existing annual cap
for the Deposit Services will be insufficient to satisfy the Group's
future needs. As such, on April 24, 2015 the Company entered into the
New Financial Services Agreement with Zhejiang Communications Finance
to, among others, increase the annual cap for the Deposit Services.

LISTING RULES IMPLICATIONS

As at the date of this announcement, Communications Group holds
approximately 67% of the issued share capital of the Company. By virtue
of this shareholding interest, Communications Group is a  substantial
shareholder  (as  defined  under the Listing Rules) of the Company.
As at the date of this announcement, Zhejiang Communications Finance is
owned as to 35%, 40%, 15.625% and 9.375% by the Company, Communications Group,
Ningbo Expressway Co. and Taizhou Expressway Co. respectively. Therefore,
Zhejiang Communications Finance is a connected person of the Company
and as a result, each of the Deposit Services, the Loan and Financial
Leasing Services, the Clearing Services and the Other Financial Services
contemplated under the New Financial Services Agreement constitutes a
continuing connected transaction for the  Company  under  Chapter  14A
of  the  Listing  Rules. As one or more of the applicable percentage
ratios in respect of the annual cap for Deposit Services under the
New Financial Services Agreement is more than 5%, the Deposit Services
will constitute continuing connected transactions of the Company under
Chapter 14A of the Listing Rules subject to the reporting, announcement
and Independent Shareholders' approval requirements under Chapter 14A
of the Listing Rules.

In view of the interest of Communications Group in the New Financial
Services Agreements, Communications Group and its associates will abstain
from voting at the AGM to be convened by the Company to, among others,
consider and approve the resolutions in relation to the New Financial
Services Agreements and the transactions contemplated thereunder.


GENERAL

The Company will put forward, among other things, ordinary resolutions
to approve the New Financial Services Agreement, at the AGM to be convened
by the Company for the Independent Shareholders' consideration and approval.


An Independent Board Committee has been formed to consider the Deposit
Services under the New Financial Services Agreement, and Bridge Partners
has been appointed as the Company's Independent Financial Adviser to advise
the Independent Board Committee and the Independent Shareholders in
respect of the Deposit Services under the New Financial Services Agreement.

A circular containing, among other things, (i) details of the New Financial
Services Agreement, (ii) a letter from the Independent Board Committee to
the Independent Shareholders in respect of the Deposit Services under the
New Financial Services Agreement, (iii) a letter of advice from the Independent
Financial Adviser to the Independent Board Committee and the Independent
Shareholders in respect of the Deposit Services under the New Financial
Services Agreement, and (iv) a notice of AGM, is expected to be dispatched
to the Shareholders on or before May 15, 2015.

CONTINUING CONNECTED TRANSACTIONS

Reference is made to the announcements of the Company dated July 19, 2013
and March 28, 2014 relating the Existing Financial Services Agreement in
relation to, among others, the provision of Deposit Services, Loan and Financial
Leasing Services, Clearing Services and the Other Financial Services by
Zhejiang Communications Finance to the Group.

It is currently expected by the Company that the existing annual cap for
the Deposit Services will be insufficient to satisfy the Group's future needs.
As such, on April 24, 2015 the Company entered into the New Financial Services
Agreement with Zhejiang Communications Finance to, among others, increase the
annual cap for the Deposit Services. The principal terms of the New Financial
Services Agreement are set out below:

Date:                  April 24, 2015

Term:                  Three years from the date when the New Financial
                       Services Agreement comes into effect.

Parties:               (1)    The Company
                       (2)    Zhejiang Communications Finance

Condition precedent:   The New Financial Services Agreement is conditional
                       upon the resolution(s) regarding the New Financial
                       Services Agreement (including the proposed annual cap
                       for the Deposit Services) and the transactions
                       contemplated thereunder being approved by the
                       Independent Shareholders at the AGM.


Termination of:        Once the New Financial Services Agreement comes
Existing Financial     into effect, it will supersede the Existing Financial
Services Agreement     Services Agreement and the Existing Financial
                       Services Agreement will be deemed to have been
                       mutually terminated by the parties and each of the parties
                       shall have no claim against the other in respect of the
                       early termination of the Existing Financial Services
                       Agreement. However, the entering into of the New Financial
                       Services Agreement and the termination of the Existing
                       Financial Services Agreement shall not otherwise affect
                       any payment obligations incurred but not yet satisfied
                       under the Existing Financial Services Agreement.


Principal services:    Pursuant to the New Financial Services Agreement, the
to be provided         services to be provided by Zhejiang Communications
                       Finance to the Group include the Deposit Services,
                       the Loan and Financial Leasing Services, the Clearing
                       Services and the Other Financial Services.

                       In respect of the provision of the Deposit Services,
                       Zhejiang Communications Finance may provide current deposit,
                       time deposit, call deposit or agreement deposit services
                       to the Group, subject to a daily cap on the aggregate
                       deposit amount of RMB2,500,000,000.

                       In respect of the provision of the Loan and Financial
                       Leasing Services, Zhejiang Communications Finance will
                       grant integrated credit facilities to the Group.

                       In respect of the provision of the Clearing Services
                       under the New Financial Services Agreement, Zhejiang
                       Communications Finance will provide clearing services
                       to the Group in connection with the making and receiving
                       of payments and related ancillary services.

                       In respect of the provision of the Other Financial
                       Services under the New Financial Services Agreement,
                       Zhejiang Communications Finance will provide such services
                       within the permitted business scope of Zhejiang
                       Communications Finance as approved by CBRC. The Company
                       and Zhejiang Communications Finance will enter into separate
                       agreement(s) for the relevant Other Financial Services
                       actually provided, and such separate agreement(s) must comply
                       with the principles and terms set out in the New Financial
                       Services Agreement and applicable laws. Zhejiang
                       Communications Finance should also actively explore with
                       the CBRC the possibility of expanding the business scope
                       of its license, so as to enable it to improve and
                       increase the types of financial services that it is
                       currently providing to the Group.

                       The parties to the New Financial Services Agreement further
                       agree to enter into separate agreements for the relevant
                       financial services actually provided under the New Financial
                       Services Agreement and the terms of such agreements shall
                       be based on the New Financial Services Agreement and shall
                       be in compliance with the terms stipulated therein in all
                       material aspects.

Basis of consideration: Deposit Services

                       The interest rate to be paid by Zhejiang Communications
                       Finance for the Group's deposits with Zhejiang Communications
                       Finance shall be determined based on the prevailing deposit
                       interest rate promulgated by the People's Bank of China for
                       the same period and should not be lower than the deposit
                       interest rates offered by major commercial banks in the
                       PRC for comparable deposits of comparable periods.


                       Loan and Financial Leasing Services

                       The interest rate to be charged by Zhejiang Communications
                       Finance for loans granted to the Group by Zhejiang
                       Communications Finance shall be based on the prevailing
                       bank lending interest rate promulgated by the People's Bank
                       of China for the same period and should not be higher than
                       the interest rates charged by major commercial banks in
                       the PRC for comparable loans of comparable periods.

                       Clearing Services

                       The service fee to be charged by Zhejiang Communications
                       Finance for the Clearing Services to be provided by
                       Zhejiang Communications Finance to the Group shall be agreed
                       between the parties and should not be higher than the service
                       fees charged by other financial institutions (being
                       independent third parties) for comparable services in the PRC.

                       Other Financial Services

                       The service fee to be charged by Zhejiang Communications
                       Finance for the Other Financial Services to be provided by
                       Zhejiang Communications Finance to the Group shall be agreed
                       between the parties and should not be higher than  the  service
                       fees charged by other financial institutions (being independent
                       third parties) for comparable  services  in the PRC.

Governing Law:         The laws of the PRC

HISTORICAL TRANSACTION AMOUNTS

The historical amounts for the Deposit Services under the Existing Financial Services
Agreement are as follows:


                                Maximum daily outstanding
                               balance of deposit for the             Maximum daily
                              period from the date of the               outstanding
                                       Existing Financial        balance of deposit
                                       Services Agreement        for the year ended
                                     to December 31, 2013         December 31, 2014
                                                (RMB'000)                 (RMB'000)

                                                  345,453                   627,870



The historical amounts for the Loan and Financial Leasing Services under the
Existing Financial Services Agreement are as follows:


                                Maximum daily outstanding             Maximum daily
                          balance of loans for the period               outstanding
                            from the date of the Existing          balance of loans
                             Financial Services Agreement        for the year ended
                                     to December 31, 2013         December 31, 2014
                                                (RMB'000)                 (RMB'000)
                                                 340,000                         0

The  historical  amounts  for  the  Clearing  Services  under  the  Existing
Financial  Services Agreement are as follows:


                                      Aggregate fees paid
                             for the period from the date        Aggregate fees paid
                       of the Existing Financial Services         for the year ended
                           Agreement to December 31, 2013          December 31, 2014
                                                (RMB'000)                  (RMB'000)
                                                       0                          0

The  historical  amounts  for  the  Other  Financial  Services  under  the  Existing
Financial Services Agreement are as follows:


                             for the period from the date        Aggregate fees paid

                       Aggregate fees paid for the period
                            from the date of the Existing        Aggregate fees paid
                             Financial Services Agreement         for the year ended
                                     to December 31, 2013          December 31, 2014
                                                (RMB'000)                  (RMB'000)
                                                       0                          0

PROPOSED ANNUAL CAP AND BASIS OF DETERMINATION FOR ANNUAL CAP

a. Deposit Services

Pursuant to the New Financial Services Agreement, it is proposed that the annual
cap for the maximum daily aggregate outstanding balance of deposits be increased from
RMB700,000,000 to RMB2,500,000,000. The proposed annual cap was determined after taking
into account of the size of the total assets of the Group and the anticipated daily
outstanding balance of deposits of the Group. In particular, the Company notes
that the maximum daily deposit balance during 2014 was RMB627,870,000.

b. Loan and Financial Leasing Services

The maximum daily aggregate outstanding balance of loans to be provided is proposed
to be RMB2,500,000,000. The annual cap for the Loan and Financial Leasing Services
is determined with reference to (i) the amount of the borrowings of the Group for
the period from the date of the Existing Financial Services Agreement to December
31, 2013 and the year ended December 31, 2014; and (ii) the expected new borrowings
of the Group for the three years ending December 31, 2017 and with a view to
managing its financial risks effectively and reasonably.

c. Clearing Services

Based on the aggregate amount of fees paid for Clearing Services under the
Existing Financial Services Agreement for the period from the date of the
Existing Financial Services Agreement to December 31, 2013 and the year ended
December 31, 2014, the Company expects that each of the applicable percentage
ratios of the total fees payable by the Group to Zhejiang Communications Finance
under the Clearing Services will fall within the de minimis threshold as stipulated
under Rule 14A.76 of the Listing Rules.

d. Other Financial Services

Based on the aggregate amount of fees paid for Other Financial Services under
the Existing Financial Services Agreement for the period from the date of the
Existing Financial Services Agreement to December 31, 2013 and the year ended
December 31, 2014, the Company expects that each of the applicable percentage
ratios of the total fees payable by the Group to Zhejiang Communications
Finance under the Other financial Services will fall within the de minimis
threshold as stipulated under Rule 14A.76 of the Listing Rules. The Company
confirms that there will be no provision of financial assistance by the Group
to Zhejiang Communications Finance under the New Financial Services Agreement.

REASONS FOR AND BENEFITS FOR ENTERING INTO THE NEW FINANCIAL SERVICES AGREEMENT

As disclosed in the announcement of the Company dated March 30, 2013, the
Company has contributed an amount of RMB280,000,000, by way of cash,  into
the equity capital of Zhejiang Communications Finance. Following the completion
of the Capital Contribution, Zhejiang Communications Finance  has  become  an
associate  of the Company. With the New Financial Services Agreement, the
Company expects to derive synergy from utilising services provided by Zhejiang
Communications Finance through the ordinary and usual course of business of both
companies. The  parties entered into the New Financial Services Agreement to
amend certain terms under the Existing Financial Services Agreement, in order
that the Company may better utilise the platform of Zhejiang Communications
Finance in relation to financial matters, deepen the Company's cooperation with
Zhejiang  Communications  Finance,  increase the Company's capital investment and
reduce its financing costs and risks. Any deposits with Zhejiang Communications
Finance will be placed by the Company on an as-needed basis, and will not have
any adverse impact on the Company's future business developments (including,
but not limited to, the Company's ability to acquire suitable expressway assets
in the future, when and if such opportunities arise).


Taking into account of the above, the Directors (the independent non-executive
Directors will express their opinions to the Independent Shareholders after
considering the advice from the Independent Financial Adviser in respect of
the Deposit Services under the New Financial Services Agreement) consider
that the New Financial Services Agreement, including the annual cap for the
Deposit Services, the Loan and Financial Leasing Services, the Clearing
Services and the Other Financial Services, are fair and reasonable and on
normal commercial terms in the ordinary course of business of the Company,
and are in the interests of the Company and the Shareholders as a whole.

As Mr. Zhan Xiaozhang, Mr. Wang Dongjie, Mr. Dai Benmeng and Mr. Zhou Jianping
are all Directors of the Company and employees of the Communications Group,
they have abstained from voting at the board meeting at which the New
Financial Services Agreement was considered and approved.

INFORMATION ON ZHEJIANG COMMUNICATIONS FINANCE

Zhejiang Communications Finance is a limited liability company incorporated
in the PRC on November 9, 2012 and approved by CBRC as a non-banking financial
institution on October 17, 2012 with a registered capital of RMB500 million.
As at the date of this announcement, Zhejiang Communications Finance is owned
as to 35%, 40%, 15.625% and 9.375% by the Company, Communications Group,
Ningbo Expressway Co. and Taizhou Expressway Co. respectively.


Zhejiang Communications Finance is principally engaged in the business of
providing financial services to the subsidiaries of Communications Group,
including but not limited to advising the subsidiaries of the Communications
Group in relation to financing, letters of credit and other agency services;
authorised insurance businesses; providing guarantees, accepting and discounting
commercial notes, arranging for loans and financial leases, and receiving
deposits from the subsidiaries of the Communications Group.

INFORMATION ON THE COMPANY

The Company is a joint stock limited company established under the laws
of the PRC with limited liability on March 1, 1997, the H Shares of which are
listed on the Main Board of the Stock Exchange. It is principally engaged
in investing in, developing and operating high-grade roads in the PRC.
The Group also carries on certain other businesses such as automobile servicing,
operation of gas stations and billboard advertising along expressways, as well
as securities related business.

LISTING RULES IMPLICATIONS

As at the date of this announcement, Communications Group holds approximately
67% of the issued share capital of the Company. By virtue of this shareholding
interest, Communications Group is a substantial shareholder (as defined under
the Listing Rules) of the Company. As at the date of this announcement,
Zhejiang Communications Finance is owned as to 35%, 40%, 15.625% and 9.375% by the
Company, Communications Group, Ningbo Expressway Co. and Taizhou Expressway
Co. respectively. Therefore, Zhejiang Communications Finance is a connected person
of the Company and as a result, each of the Deposit Services, the Loan and
Financial Leasing Services, the Clearing Services and the Other Financial Services
contemplated under the New Financial Services Agreement constitutes a continuing
connected transaction for the Company under Chapter 14A of the Listing Rules.

As one or more of the applicable percentage ratios (other than the profits
ratio)  in respect of the Deposit Services under the New Financial Services
Agreement is more than 5%, the Deposit Services will constitute continuing
connected transactions of the Company under Chapter 14A of the Listing
Rules subject to the reporting, announcement and independent shareholders'
approval requirements under Chapter 14A of the Listing Rules. Communications
Group and its associates will abstain from voting on the resolutions in respect
of the Deposit Services under the New Financial Services Agreement and the annual
cap for the Deposit Services at the AGM.

The Loan and Financial Leasing Services under the New Financial Services
Agreement will constitute financial assistance provided by a connected person.
As such loan services will be provided on normal commercial terms or on terms
which are more favorable to the Group and will not be secured by the assets of
the Group, the Loan and Financial Leasing Services under the New Financial
Services Agreement are exempt from announcement, reporting, annual review and
independent shareholders' approval requirements under Chapter 14A of the Listing Rules.

The Company expects that each of the applicable percentage ratios of the total fees
payable by the Company to Zhejiang Communications Finance under each of the
Clearing Services and the Other Financial Services will fall within the de
minimis threshold as stipulated under Rule 14A.76 of the Listing Rules.
As such, each of the Clearing Services and the Other Financial Services is
exempt from announcement, reporting, annual review and independent shareholders'
approval requirements under Chapter 14A of the Listing Rules. The Company will
comply with the reporting, announcement and independent shareholders' approval
requirements of the Listing Rules in the event that the transaction amount of
the Clearing Services or the Other Financial Services to be provided by Zhejiang
Communications Finance to the Company under the New Financial Services Agreement
is expected to exceed the relevant threshold.

The Group will be closely monitoring the deposit amounts under the Deposit
Services to ensure that the existing annual cap is not exceeded before
obtaining the approval from the Independent Shareholders in respect of the
annual cap for the Deposit Services under the New Financial Services
Agreement at the AGM.

Subject to obtaining approval by Independent Shareholders at the AGM, the New
Financial Services Agreement will come into effect and the Existing Financial
Services Agreement will be terminated. A separate announcement will be made by
the Company when the New Financial Services Agreement comes into effect and
the Existing Financial Services Agreement is terminated in accordance with
the Listing Rules.

GENERAL

The Company will put forward, among other things, ordinary resolutions to
approve the New Financial Services Agreement, at the AGM to be convened by the
Company for the Independent Shareholders' consideration and approval.

An Independent Board Committee comprising all the independent non-executive
Directors, namely, Mr. Zhou Jun, Mr. Pei Ker-Wei and Ms. Lee Wai
Tsang Rosa, has been formed to consider the Deposit Services under the New
Financial Services Agreement, and Bridge Partners has been appointed as
the Company's Independent Financial Adviser to advise the Independent Board
Committee and the Independent Shareholders in respect of the Deposit Services
under the New Financial Services Agreement.

A circular containing, among other things, (i) details of the New Financial
Services Agreement, (ii) a letter from the Independent Board Committee to
the Independent Shareholders in respect of the Deposit Services under the
New Financial Services Agreement, (iii) a letter of advice from the
Independent Financial Adviser to the Independent Board Committee and
the Independent Shareholders in respect of the Deposit Services under
the New Financial Services Agreement, and (iv) a notice of AGM, is
expected to be dispatched to the Shareholders on or before May 15, 2015.

DEFINITIONS

In this announcement, unless the context specifies otherwise,
the following defined expressions have the following meanings:


"%"                        per cent.

"AGM"                      the 2014 annual general meeting of the
                           Shareholders of the Company to be convened
                           for the purposes of, among other things, the
                           approval by the Independent Shareholders of the
                           New Financial Services Agreement

"annual cap"               has the meaning ascribed to it under Rule
                           14A.53 of the Listing Rules

"Articles of Association"  the articles of association of the Company

"associate(s)"             has the meaning ascribed to it under the
                           Listing Rules

"Board"                    the board of Directors

"Bridge Partners" or       Bridge Partners Capital Limited, a licensed corporation
"Independent Financial     licensed to conduct type 1 (dealing  in  securities)
Adviser"                   and type 6 (advising on corporate finance) regulated
                           activities under the SFO and the independent financial
                           adviser to the Independent Board Committee and the
                           Independent Shareholders in respect of the Deposit
                           Services under the New Financial Services Agreement

"business day"             any day, other than a Saturday or Sunday or a public
                           holiday in the PRC, on which banks are generally open
                           for business in the PRC

"Capital Contribution"     the capital contribution by the Company in the amount
                           of RMB280,000,000, by way of cash, into the equity
                           capital of Zhejiang Communications Finance pursuant to
                           a capital contribution agreement dated March 30, 2013
                           entered into between the Company, Zhejiang Communications
                           Finance, Communications Group, Ningbo Expressway Co.
                           and Taizhou Expressway Co., the details of which
                           are contained in the announcement of the Company dated
                           March 30, 2013

"CBRC"                     China Banking Regulatory Commission of the PRC

"Clearing Services"        the clearing services provided or proposed to be
                           provided by Zhejiang Communications Finance  to the Company
                           pursuant to the Existing Financial Services Agreement or
                          (as the case may be)  the New Financial Services Agreement
                           as described under the section headed "Continuing Connected
                           Transactions - Principal services to be provided" in this
                           announcement

"Communications Group"     Zhejiang Communications Investment Group Co., Ltd.,
                           a wholly state owned enterprise established in the PRC,
                           and the controlling shareholder of the Company


"Company" or "Zhejiang     Zhejiang Expressway Co., Ltd., a joint stock
Expressway"                limited company incorporated in the PRC with limited
                           liability

"connected person(s)"      has the meaning ascribed to it under the Listing Rules


"continuing connected      has the meaning ascribed to it in the Listing Rules
Transaction"

"controlling shareholder"  has the meaning ascribed to it under the Listing Rules

"Deposit Services"         the cash deposit services provided or proposed to
                           be provided by  Zhejiang  Communications  Finance to the
                           Company pursuant to the Existing Financial Services
                           Agreement or (as the case may be) the New Financial
                           Services Agreement as described under the section headed
                           "Continuing Connected Transactions - Principal services
                           to be provided" in this announcement

"Directors"                the directors of the Company

"Existing Financial        the financial services agreement dated July 18, 2013
Services Agreement"        entered into between the Company and Zhejiang
                           Communications Finance (as supplemented by a supplemental
                           agreement dated March 28, 2014), pursuant to which Zhejiang
                           Communications Finance agreed to provide the Group with
                           the Deposit Services, the Loan and Financial Leasing Services,
                           the Clearing Services and the Other Financial Services, subject
                           to the terms and conditions provided therein

"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 per share, which
                           are listed on the Main Board of the Stock Exchange

"Hong Kong"                the Hong Kong Special Administrative Region of the PRC

"Independent Board         an independent committee of the Board comprising
Committee"                 all independent non-executive Directors, namely, Mr. Zhou
                           Jun, Mr. Pei Ker-Wei and Ms. Lee Wai Tsang
                           Rosa


"Independent Shareholders" Shareholders who are independent within the meaning
                           of the relevant provisions of the Listing Rules, and, in
                           relation to the approval of the New Financial Services
                           Agreement at the AGM, means the Shareholders other than
                           Communications Group and its associates

"Independent Third Party"  a party independent and not connected with the
                           Company, any of its subsidiaries or any of their respective
                           Directors or substantial shareholders

"Listing Rules"            Rules Governing the Listing of Securities on the Stock
                           Exchange


"Loan and Financial        the loan and financial leasing services provided  or
Leasing Services"          proposed to be provided by Zhejiang Communications
                           Finance to the Company pursuant to the Existing Financial
                           Services Agreement or (as the case may be) the New Financial
                           Services Agreement as described under the section headed
                           "Continuing Connected Transactions - Principal services
                           to be provided" in this announcement

"New Financial Services   the new financial services agreement dated April
Agreement"                24, 2015 entered into between the Company and
                          Zhejiang Communications Finance as described in this
                          announcement


"Ningbo Expressway Co."   (Zhejiang Ningbo Yongtaiwen Expressway Co., Ltd.), a
                          limited liability company incorporated in the PRC and a
                          75% owned subsidiary of Communications Group

"Other Financial Services" the financial services (other than the Deposit Services,
                           Loan and Financial Leasing Services and Clearing Services)
                           provided or proposed to be provided by Zhejiang Communications
                           Finance to the Company pursuant to the Existing Financial
                           Services Agreement or (as the case may be) the New Financial
                           Services Agreement as described under the section headed
                           "Continuing Connected Transactions - Principal services
                           to be provided" in this announcement


"percentage ratio"         has the meaning ascribed to it under Rule 14.04(9) of
                           the Listing Rules

"PRC"                      the People's Republic of China (for the purpose
                           of this announcement, excludes Hong Kong, Macau and Taiwan)

"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

"Taizhou Expressway Co."  (Zhejiang Taizhou Yongtaiwen Expressway Co., Ltd.), a
                           limited liability company incorporated in the PRC and a
                           75% owned subsidiary of the Communications Group

"Zhejiang Communications  (Zhejiang Communications Investment Group
Finance"                  Finance Co., Ltd.), a limited liability company incorporated
                          in the PRC , which is owned as to 35%, 40%, 15.625% and
                          9.375% by the Company, Communications Group, Ningbo
						  Expressway Co. and Taizhou Expressway Co. respectively

                                                      On behalf of the Board
                                                  ZHEJIANG EXPRESSWAY CO., LTD.
                                                        ZHAN Xiaozhang
                                                            Chairman

Hangzhou, the PRC, April 24, 2015

As at the date of this announcement, the executive directors of the Company are:
Mr. ZHAN Xiaozhang, Ms. LUO Jianhu and Mr. DING Huikang; the non-executive directors
of the Company are: Mr. WANG Dongjie, Mr. DAI Benmeng and Mr. ZHOU Jianping;
and the independent non-executive directors of the Company are: Mr. ZHOU Jun,
Mr. PEI Ker-Wei and Ms. LEE Wai Tsang, Rosa.
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