Connected Transaction

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)

                               CONNECTED TRANSACTION
    ACQUISITIONS OF PROPERTIES BY ZHESHANG SECURITIES CO., LTD. AND ZHESHANG
                      SECURITIES ASSET MANAGEMENT CO., LTD.



SALE AND PURCHASE AGREEMENTS AND THIRD FLOOR SALE AND PURCHASE AGREEMENTS

The board of directors of the Company announces that the Vendor and Zheshang
Securities have entered into the Sale and Purchase Agreements on 23 July 2014
in relation to the acquisition by Zheshang Securities of the Properties (other
than the Third Floor Properties) at a cash consideration of RMB644,344,204
(equivalent to approximately HK$811,873,697). On the same date, the Vendor and
Zheshang Securities Asset Management entered into the Third Floor Sale and
Purchase Agreements in relation to the acquisition by Zheshang Securities Asset
Management of the Third Floor Properties at a cash consideration of
RMB52,013,448 (equivalent to approximately HK$65,536,944).

LISTING RULES IMPLICATIONS

As at the date of this announcement, the Communications Group beneficially owns
2,909,260,000 Domestic Shares, representing 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) and the Vendor, which is a wholly-owned subsidiary of Communications
Group, is accordingly a connected person of the Company. Zheshang Securities is
a 70.83% owned subsidiary of Zhejiang Shangsan Expressway Co., Ltd., which in
turn is a 73.625% owned subsidiary of the Company. Zheshang Securities Asset
Management is a wholly-owned subsidiary of Zheshang Securities. The
transactions contemplated under the Sale and Purchase Agreements and the Third
Floor Sale and Purchase Agreements therefore constitute connected transactions
for the Company under the Listing Rules. As each of the applicable percentage
ratios in respect of the Acquisitions (in aggregate) is less than 5%, the
Acquisitions are subject to the reporting and announcement requirements but are
exempt from the independent shareholders' approval requirement under Chapter
14A of the Listing Rules.

MEMORANDUM OF UNDERSTANDING OF 22 DECEMBER 2011 AND SUPPLEMENTAL MOU OF 24
AUGUST 2012

Reference is made to the Company's announcement dated 20 March 2012 relating to
the Memorandum of Understanding in relation to the B4 Proposed Acquisition and
the Company's announcement dated 24 August 2012 relating to the Supplemental
MOU supplementing the Memorandum of Understanding.

As the Vendor did not obtain the B4 Pre-Sale Permit pursuant to the
Supplemental MOU, the Earnest Deposit paid by Zheshang Securities to the Vendor
under the Memorandum of Understanding (as supplemented by the Supplemental MOU)
has been refunded by the Vendor (with interest accrued on the Earnest Deposit)
on 7 December 2012 in accordance with the terms of the Supplemental MOU.

SALE AND PURCHASE AGREEMENTS AND THIRD FLOOR SALE AND PURCHASE AGREEMENTS

On 23 July 2014, Zheshang Securities, an indirectly owned subsidiary of the
Company, entered into the Sale and Purchase Agreements with the Vendor in
respect of the Acquisitions of the Properties (other than the Third Floor
Properties). On the same date, Zheshang Securities Asset Management, a
wholly-owned subsidiary of Zheshang Securities, entered into the Third Floor
Sale and Purchase Agreements with the Vendor in respect of the Acquisitions of
the Third Floor Properties.

The Vendor and Zheshang Securities have entered into a Sale and Purchase
Agreement in respect of each unit in the Properties (other than the Third Floor
Properties), whilst the Vendor and Zheshang Securities Asset Management have
entered into a Third Floor Sale and Purchase Agreement in respect of each unit
in the Third Floor Properties, because the Vendor is applying for the relevant
property ownership certificate for each such unit individually. The Sale and
Purchase Agreements and the Third Floor Sale and Purchase Agreements are not
inter-conditional.

Each of the Sale and Purchase Agreements and the Third Floor Sale and Purchase
Agreements has the same principal terms (other than the relevant provisions
therein in relation to the unit to be acquired and the amount of consideration
payable), which are as follows:

Date

23 July 2014

Parties

Parties to each of the Sale and Purchase Agreements are (i) the Vendor and (ii)
Zheshang Securities. Parties to each of the Third Floor Sale and Purchase
Agreements are (i) the Vendor and (ii) Zheshang Securities Asset Management.

Properties to be acquired

The Vendor has agreed to sell, and Zheshang Securities has agreed to purchase,
all units in the Properties (other than units in the Third Floor Properties),
which comprised of basement levels B3 to B1, levels 1, 2 and 4 to 14, and 157
car parking spaces at the basement of the office building B6 of Mingzhu
International Business Center located at Qianjiang New Town Lot Hang Zheng Chu
Chu (2007) 46, Jianggan District, Hangzhou City, Zhejiang Province, the PRC.

The Vendor has agreed to sell, and Zheshang Securities Asset Management has
agreed to purchase, all units in the Third Floor Properties, which comprised of
level 3 of the office building B6 of Mingzhu International Business Center
located at Qianjiang New Town Lot Hang Zheng Chu Chu (2007) 46, Jianggan
District, Hangzhou City, Zhejiang Province, the PRC.

The Properties are under development by the Vendor and are expected to have an
aggregate gross floor area of 19,334.68 square metres (excluding the 157 car
parking spaces) when completed.

Consideration and payment terms

The aggregate consideration for the Properties, which is to be satisfied by
Zheshang Securities and Zheshang Securities Asset Management in cash, is
RMB696,357,652 (equivalent to approximately HK$877,410,642), of which
RMB644,344,204 (equivalent to approximately HK$811,873,697) is payable by
Zheshang Securities and RMB52,013,448 (equivalent to approximately
HK$65,536,945) is payable by Zheshang Securities Asset Management.

A total amount of RMB417,814,591 (equivalent to approximately HK$526,446,385),
representing 60% of the total consideration payable by Zheshang Securities and
Zheshang Securities Asset Management under the Sale and Purchase Agreements and
the Third Floor Sale and Purchase Agreements, was paid on 30 July 2014, of
which RMB386,606,522 (equivalent to approximately HK$487,124,218) was paid by
Zheshang Securities and RMB31,208,069 (equivalent to approximately
HK$39,322,167) was paid by Zheshang Securities Asset Management.

RMB271,579,484 (equivalent to approximately HK$342,190,150), representing 39%
of the total consideration payable by Zheshang Securities and Zheshang
Securities Asset Management under the Sale and Purchase Agreements and the
Third Floor Sale and Purchase Agreements, will become payable when the
Properties are delivered. The remaining RMB6,963,577 (equivalent to
approximately HK$8,774,107), representing 1% of the total consideration payable
by Zheshang Securities and Zheshang Securities Asset Management under the Sale
and Purchase Agreements and the Third Floor Sale and Purchase Agreements, will
become payable when the property ownership certificates in respect of the
Properties are delivered.

The consideration for the Properties has been and will be financed by the
internal resources of the Group.

The consideration for the Properties was determined after arm's length
negotiation between the parties to the Sale and Purchase Agreements and the
Third Floor Sale and Purchase Agreements, respectively, based on normal
commercial terms and by reference to the Valuation Report prepared by DTZ, an
independent property valuer, in respect of the Properties. According to the
Valuation Report, the market value of the Properties as at 25 September 2013,
as if the Properties had been completed on such date, was estimated to be
RMB704 million (equivalent to approximately HK$887 million).

Delivery of the Properties and property ownership certificates

The Vendor shall deliver the Properties to Zheshang Securities and Zheshang
Securities Asset Management, respectively, by 31 December 2014.

If the Vendor fails to deliver any of the Properties by 31 December 2014, the
Vendor shall pay compensation to Zheshang Securities or Zheshang Securities
Asset Management (as the case may be), in a sum to be calculated at the rate of
0.02% per day of the relevant consideration already paid for each day from 1
January 2015 to 1 March 2015. If the Vendor fails to deliver any of the
Properties by 1 March 2015, Zheshang Securities or Zheshang Securities Asset
Management (as the case may be) will be entitled to elect whether or not to
terminate the relevant Sale and Purchase Agreement or Third Floor Sale and
Purchase Agreement. If Zheshang Securities or Zheshang Securities Asset
Management (as the case may be) elects to terminate the relevant Sale and
Purchase Agreement or Third Floor Sale and Purchase Agreement, the Vendor shall
return the relevant consideration already paid by Zheshang Securities or
Zheshang Securities Asset Management (as the case may be), and pay compensation
to Zheshang Securities or Zheshang Securities Asset Management (as the case may
be), in a sum to be calculated at the rate of 4% of the relevant consideration
already paid. If Zheshang Securities or Zheshang Securities Asset Management
(as the case may be) elects not to terminate the relevant Sale and Purchase
Agreement or Third Floor Sale and Purchase Agreement, such agreement shall
continue in force and the Vendor shall pay compensation to Zheshang Securities
or Zheshang Securities Asset Management (as the case may be), in a sum to be
calculated at the rate of 0.03% per day of the relevant consideration already
paid for each day from 1 January 2015 to the day when the relevant Property is
delivered.



The Vendor shall deliver the property ownership certificates in respect of the
Properties to Zheshang Securities and Zheshang Securities Asset Management,
respectively, by 30 June 2015. If the Vendor fails to deliver any of the
property ownership certificates by 30 June 2015, the Vendor shall pay
compensation to Zheshang Securities or Zheshang Securities Asset Management (as
the case may be), in a sum to be calculated at the rate of 0.02% per day of the
relevant consideration already paid for each day from 30 June 2015 to 29 August
2015. If the Vendor fails to deliver any of the property ownership certificates
by 29 August 2015, Zheshang Securities or Zheshang Securities Asset Management
(as the case may be) will be entitled to elect whether or not to return the
relevant Property to the Vendor. If Zheshang Securities or Zheshang Securities
Asset Management (as the case may be) elects to return the relevant Property to
the Vendor, the Vendor shall refund the relevant consideration already paid by
Zheshang Securities or Zheshang Securities Asset Management (as the case may
be), and pay compensation to Zheshang Securities or Zheshang Securities Asset
Management (as the case may be), in a sum to be calculated at the rate of 0.03% per 
day of the relevant consideration already paid for each day from 30 June 2015 to
the day when the relevant consideration is refunded. If Zheshang Securities or 
Zheshang Securities Asset Management (as the case may be) elects not to return 
the relevant Property to the Vendor, the relevant Sale and Purchase Agreement or
Third Floor Sale and Purchase Agreement shall continue in force and the Vendor
shall pay compensation to Zheshang Securities or Zheshang Securities Asset
Management (as the case may be), in a sum to be calculated at the rate of 0.03%
per day of the relevant consideration already paid for each day from 30 June
2015 to the day when the relevant property ownership certificate in respect of
the relevant Property is delivered.

INFORMATION OF THE GROUP, ZHESHANG SECURITIES AND ZHESHANG SECURITIES ASSET
MANAGEMENT

The Company was established on 1 March 1997 in the PRC as a joint stock limited
company, the H Shares of which are listed on the Main Board of the Stock
Exchange. The Group is principally engaged in (i) investments in, development,
operation, management and collection of tolls of the Shanghai-Hangzhou-Ningbo
Expressway, the Shangsan Expressway and the Jinhua section of the Ningbo-Jinhua
Expressway, all of which are in the Zhejiang Province of the PRC, (ii)
businesses ancillary to the operation of the expressways, such as billboard
advertising and operation of service areas on the expressways and (iii)
securities brokerage, investment banking, asset management, margin financing
and securities lending.

Zheshang Securities was established on 9 May 2002 in the PRC as a joint stock
limited company. Zheshang Securities is an indirectly owned subsidiary of the
Company and principally engaged in securities brokerage, investment banking,
asset management, margin financing and securities lending. Zheshang Securities
Asset Management was established on 18 April 2013 in the PRC as a limited
liability company. Zheshang Securities Asset Management is a wholly-owned
subsidiary of Zheshang Securities and principally engaged in securities asset
management.

INFORMATION OF THE VENDOR

The Vendor is a limited liability company incorporated in the PRC on 18 October
2004 with a registered capital of RMB50 million (equivalent to approximately
HK$63 million). The Vendor is a wholly-owned subsidiary of Communications Group
and principally engaged in the development of commercial and residential
properties in Zhejiang Province, the PRC.

REASONS FOR ENTERING INTO THE SALE AND PURCHASE AGREEMENTS AND THIRD FLOOR SALE
AND PURCHASE AGREEMENTS

Due to expansion of the business of Zheshang Securities, the existing head
office of Zheshang Securities has reached its maximum capacity and Zheshang
Securities has been seeking opportunities to relocate and expand its head
office in Hangzhou City. Upon completion of the Acquisitions, Zheshang
Securities intends to occupy the Properties as its head office to support its
current operations and expansion plans.

The Directors, including all of the independent non-executive Directors,
consider that the terms of the transactions contemplated under the Sale and
Purchase Agreements and the Third Floor Sale and Purchase Agreements are fair
and reasonable, on normal commercial terms in the ordinary and usual course of
business of the Group and are in the interests of the Group and the
Shareholders as a whole.

LISTING RULES IMPLICATIONS

As at the date of this announcement, the Communications Group beneficially owns
2,909,260,000 Domestic Shares, representing 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) and the Vendor, which is a wholly-owned subsidiary of Communications
Group, is accordingly a connected person of the Company. Zheshang Securities is
a 70.83% owned subsidiary of Zhejiang Shangsan Expressway Co., Ltd., which in
turn is a 73.625% owned subsidiary of the Company. Zheshang Securities Asset
Management is a wholly owned subsidiary of Zheshang Securities. The
transactions contemplated under the Sale and Purchase Agreements and the Third
Floor Sale and Purchase Agreements therefore constitute connected transactions
for the Company under the Listing Rules. As each of the applicable percentage
ratios in respect of the Acquisitions (in aggregate) is less than 5%, the
Acquisitions are subject to the reporting and announcement requirements but are
exempt from the independent shareholders' approval requirement under Chapter
14A of the Listing Rules.

None of the Directors have any material interest in the transactions
contemplated under the Sale and Purchase Agreements and the Third Floor Sale
and Purchase Agreements or is required to abstain from voting on the relevant
board resolution approving the Sale and Purchase Agreements, the Third Floor
Sale and Purchase Agreements and the transactions contemplated thereunder.

MEMORANDUM OF UNDERSTANDING OF 22 DECEMBER 2011 AND SUPPLEMENTAL MOU OF 24
AUGUST 2012

Reference is made to the Company's announcement dated 20 March 2012 relating to
the Memorandum of Understanding in relation to the B4 Proposed Acquisition and
the Company's announcement dated 24 August 2012 relating to the Supplemental
MOU supplementing the Memorandum of Understanding.

As the Vendor did not obtain the B4 Pre-Sale Permit pursuant to the
Supplemental MOU, the Earnest Deposit paid by Zheshang Securities to the Vendor
under the Memorandum of Understanding (as supplemented by the Supplemental MOU)
has been refunded by the Vendor (with interest accrued on the Earnest Deposit)
on 7 December 2012 in accordance with the terms of the Supplemental MOU.

DEFINITIONS

"Acquisitions"               the proposed acquisitions of the Properties by
                             Zheshang Securities and Zheshang Securities Asset
                                  Management from the Vendor pursuant to the terms
                             and conditions of the Sale and Purchase Agreements
                             and the Third Floor Sale and Purchase Agreements;

"B4 Pre-sale Permit"         the pre-sale permit in respect of the B4 Property;

"B4 Property"                levels 2 to 17 and 266 car parking spaces at the
                             basement of the office building B4 of Mingzhu
                             International Business Center located at Qianjiang
                             New Town Lot (2004) 43 A-C49, Jianggan District,
                             Hangzhou City, Zhejiang Province, the PRC;

"B4 Proposed Acquisition"    the proposed acquisition of the B4 Property by
                             Zheshang Securities from the Vendor as contemplated
                             under the Memorandum of Understanding (as
                             supplemented by the Supplemental MOU);

"Communications Group"       Zhejiang Communications Investment Group Co.,
                             Ltd., a wholly State-
                             owned enterprise established on 29 December 2001;

"Company"                    Zhejiang Expressway Co., Ltd.

"connected persons"          shall have the meaning as ascribed thereto in the
                             Listing Rules;

"Directors"                  directors of the Company;

"Domestic Shares"            the domestic invested shares of RMB1.00 each in the
                             share capital of the Company;

"DTZ"                        DTZ Debenham Tie Leung (Shenzhen) Company
                             Limited, an independent property valuer;

"Earnest Deposit"            the earnest money deposit in the amount of RMB323.8
                             million (equivalent to approximately HK$408.0million)
                             paid by Zheshang Securities to the Vendor pursuant to
                             the Memorandum of Understanding;

"Group"                      the Company and its subsidiaries;

"HK$"                        Hong Kong dollars, the lawful currency of the Hong
                             Kong Special Administrative Region of the PRC;


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

"Memorandum of               the memorandum of understanding dated 22 December
  Understanding"             2011 between the Vendor and Zheshang Securities in
                             respect of the B4 Proposed Acquisition;

"PRC"                        the People's Republic of China;

"Properties"                 all units in, and 157 car parking spaces at the basement
                             of, the office building B6 of Mingzhu International
                             Business Center located at Qianjiang New Town Lot
                             Hang Zheng Chu Chu (2007) 46, Jianggan District,
                             Hangzhou City, Zhejiang Province, the PRC, and each
                             a "Property";

"RMB"                        Renminbi, the lawful currency of the PRC;

"Sale and Purchase           the commercial property sale and purchase agreements
   Agreements"               in relation to all of the Properties (other than the Third
                             Floor Properties) dated 23 July 2014 entered into
                             between the Vendor and Zheshang Securities, and each
                             a "Sale and Purchase Agreement";

"Shareholders"               shareholders of the Company;

"Stock Exchange"             The Stock Exchange of Hong Kong Limited;

"Supplemental MOU"           the supplemental memorandum of understanding dated
                             24 August 2012 between the Vendor and Zheshang
                             Securities to vary and supplement the terms of the
                             Memorandum of Understanding;

"Third Floor Properties"     all units in level 3 of the office building B6 of Mingzhu
                             International Business Center located at Qianjiang New
                             Town Lot Hang Zheng Chu Chu (2007) 46, Jianggan
                             District, Hangzhou City, Zhejiang Province, the PRC;

"Third Floor Sale and        the commercial property sale and purchase agreements
   Purchase Agreements"      in respect of the Third Floor Properties dated 23 July
                             2014 entered into between the Vendor and Zheshang
                             Securities Asset Management, and each a "Third Floor
                             Sale and Purchase Agreement";

"Valuation Report"           the valuation report dated 16 October 2013 in respect
                             of the Properties issued by DTZ;

"Vendor"                     Hangzhou Jinji Real Estate Co., Ltd., 
                             a wholly-owned subsidiary of the
                             Communications Group;

"Zheshang Securities"        Zheshang Securities Co., Ltd., 
                             a 70.83% owned subsidiary of Zhejiang Shangsan
                             Expressway Co., Ltd.,
                             which is a 73.625% owned subsidiary of the Company;
                             and

"Zheshang Securities         Zheshang Securities Asset Management Co., Ltd.,
  Asset Management"          a wholly-owned
                             subsidiary of Zheshang Securities.

In this announcement, translation of RMB to HK$ are based on an exchange rate
of RMB1 to HK$1.26 which is used for illustration purpose only.

                                                        By order of the Board
                                                    Zhejiang Expressway Co., Ltd.
                                                            Zhan Xiaozhang
                                                              Chairman

Hangzhou, PRC, 4 August 2014

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: Messrs. LI Zongsheng, WANG Weili and 
WANG Dongjie; and the independent non-executive directors of the Company are:
Messrs. ZHANG Junsheng, ZHOU Jun and PEI Ker-Wei.