Connected Transaction

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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)

                               (Stockcode:0576)                                

                           CONNECTED TRANSACTION 

                         ACQUISITION OF PROPERTIES                  

ACQUISITION OF PROPERTIES

The Company announces that the Company and the Vendor have entered into 
the Commercial Property SPAs and the Car Park Spaces Transfer Agreement on 
26 September 2014 under which the Company will acquire the Office Units 
and the Car Park Spaces for an aggregate cash consideration of 
RMB202,977,014 (equivalent to approximately HK$257,780,808).

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. The transactions
contemplated under the 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 more than 0.1% but 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.

ACQUISITION OF PROPERTIES

The Company announces that the Company and the Vendor have entered into the
Commercial Property SPAs and the Car Park Spaces Transfer Agreement on 26
September 2014 under which the Company will acquire the Office Units and the
Car Park Spaces for an aggregate cash consideration of RMB202,977,014
(equivalent to approximately HK$257,780,808).

The Company and the Vendor have entered into a Commercial Property SPA in
respect of each Office Unit, because the property ownership certificate for
each Office Unit will be applied for individually. Each of the Commercial
Property SPAs 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).

The principal terms of the Commercial Property SPAs and the Car Park Spaces
Transfer Agreement are as follows:

Commercial Property SPAs

Date
26 September 2014

Parties

(i) the Company (as purchaser) 
(ii) the Vendor (as seller)

Properties to be acquired

The Vendor has agreed to sell, and the Company has agreed to purchase, all the
Office Units, being levels 4 to 7 of the office building No. 2 of Mingzhu
International Business Center located at Qianjiang New Town Lot Hang Zheng Chu
Chu (2004) 43 A-C9, Jianggan District, Hangzhou, Zhejiang Province, the PRC.
The Office Units were built by the Vendor and have an aggregate gross floor
area of 5,980.44 square metres.

Consideration and payment terms

The total consideration for the Office Units is RMB190,477,014 (equivalent to
approximately HK$241,905,808). RMB180,953,163.3 (equivalent to approximately
HK$229,810,518), representing 95% of the total consideration payable by the
Company under the Commercial Property SPAs (the "First Payment"), will become
payable within 7 days after the Commercial Property SPAs are signed and the
Vendor delivers formal invoices in relation to the Office Units in accordance
with the Commercial Property SPAs. The remaining RMB9,523,850.7 (equivalent to 
approximately HK$12,095,290), representing 5% of the said total consideration, 
will become payable within 7 days after the Company has obtained all the required 
title documents to the Office Units.

If the Company fails to pay any part of consideration for any Office Unit for a
period of no more than 60 days after the date when it becomes payable, the
Company shall pay compensation to the Vendor, in a sum to be calculated at the
rate of 0.01% per day until such consideration is paid in full. If the Company fails 
to pay any part of consideration for any Office Unit for more than 60 days 
after the date when it becomes payable, the Vendor will be entitled to elect whether
or not to terminate the relevant Commercial Property SPA. If the Vendor elects to
terminate the relevant Commercial Property SPA, the Company shall pay
compensation to the Vendor, in a sum to be calculated at the rate of 2% of the
relevant part of consideration payable. If the Vendor elects not to terminate
the relevant Commercial Property SPA, it will continue in force and the Company
shall pay compensation to the Vendor, in a sum to be calculated at the rate of
0.02% per day until such consideration is paid in full.

The consideration for the Office Units is to be satisfied by the Company in
cash and will be financed from the internal resources of the Group.

The consideration for the Office Units was determined after arm's length
negotiation between the Company and the Vendor, 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 Office Units as at 1 August 2014 was estimated
to be RMB192,300,000 (equivalent to approximately HK$244,221,000).

Delivery of the Office Units

If the Company pays the First Payment before 30 September 2014, the Vendor
shall complete the inspection and deliver the Office Units to the Company by 30
September 2014. If the Company has not paid the First Payment by 30 September 2014, 
the Vendor shall deliver the Office Units within 5 business days after the Company
has paid the First Payment in full.

If the Vendor fails to deliver any of the Office Units for a period of no more
than 60 days, the Vendor shall pay compensation to the Company, in a sum to be
calculated at the rate of 0.01% per day until the relevant Office Unit is
delivered. If the Vendor fails to deliver any of the Office Units for more than
60 days, the Company will be entitled to elect whether or not to terminate the
relevant Commercial Property SPA. If the Company elects to terminate the
relevant Commercial Property SPA, the Vendor shall return the relevant
consideration already paid by the Company, and pay compensation to the Company,
in a sum to be calculated at the rate of 2% of the relevant consideration
already paid. If the Company elects not to terminate the relevant Commercial
Property SPA, it will continue in force and the Vendor shall pay compensation
to the Company, in a sum to be calculated at the rate of 0.02% per day until
the relevant Office Unit is delivered.

Car Park Spaces Transfer Agreement

Date
26 September 2014

Parties

(i) the Company (as purchaser) 
(ii) the Vendor (as seller)

Properties to be acquired

The Vendor has agreed to sell, and the Company has agreed to purchase, all the
Car Park Spaces, which comprise 50 car parking spaces on levels B1 and B2 of
the office building No. 2 of Mingzhu International Business Center located at
Qianjiang New Town Lot Hang Zheng Chu Chu (2004) 43 A-C9, Jianggan District,
Hangzhou, Zhejiang Province, the PRC. The Car Park Spaces were also built by
the Vendor.

Consideration and payment terms

The total consideration for the Car Park Spaces is RMB12,500,000 (equivalent to
approximately HK$15,875,000). Such consideration will become payable within 7
days after the Car Park Spaces Transfer Agreement is signed and the Vendor
delivers a formal invoice in relation to the Car Park Spaces in accordance with
the Car Park Spaces Transfer Agreement.

If the Company fails to pay the consideration for a period of no more than 30
days after the date when it becomes payable, the Company shall pay compensation
to the Vendor, in a sum to be calculated at the rate of 0.01% per day until the
consideration is paid in full. If the Company fails to pay the consideration
for more than 30 days after the date when it becomes payable, the Vendor will
be entitled to elect whether or not to terminate the Car Park Spaces Transfer
Agreement. If the Vendor elects to terminate the Car Park Spaces Transfer
Agreement, the Company shall pay compensation to the Vendor, in a sum to be
calculated at the rate of 0.02% per day. If the Vendor elects not to terminate
the Car Park Spaces Transfer Agreement, it will continue in force and the
Company shall pay compensation to the Vendor, in a sum to be calculated at the
rate of 0.02% per day until the consideration is paid in full.

The consideration for the Car Park Spaces is to be satisfied by the Company in
cash and will be financed by the internal resources of the Group.

The consideration for the Car Park Spaces was determined after arm's length
negotiation between the Company and the Vendor, 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 Car Park Spaces as at 1 August 2014 was
estimated to be RMB14,300,000 (equivalent to approximately HK$18,161,000).

Delivery of the Car Park Spaces

The Vendor shall deliver the Car Park Spaces to the Company at the same time
when the Office Units are delivered to the Company pursuant to the Commercial Property
SPAs.

If the Vendor fails to deliver the Car Park Spaces for a period of no more than
30 days, the Vendor shall pay compensation to the Company, in a sum to be
calculated at the rate of 0.01% per day until the Car Park Spaces are
delivered. If the Vendor fails to deliver the Car Park Spaces for more than 30
days, the Company will be entitled to elect whether or not to terminate the Car
Park Spaces Transfer Agreement. If the Company elects to terminate the Car Park
Spaces Transfer Agreement, the Vendor shall return all the consideration already 
paid by the Company, and pay compensation to the Company, in a sum to be calculated 
at the rate of 0.02% per day. If the Company elects not to terminate the Car 
Park Spaces Transfer Agreement, it will continue in force and the Vendor shall pay 
compensation to the Company, in a sum to be calculated at the rate of 0.02% per day.

INFORMATION OF THE GROUP

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.

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. The Vendor is a wholly-owned
subsidiary of Communications Group and is principally engaged in the
development of commercial and residential properties in Zhejiang Province, the
PRC.

REASONS FOR ENTERING INTO THE AGREEMENTS

The current head office of the Company is located at 12/F, Block A, Dragon
Century Plaza, Hangzhou, Zhejiang Province, the PRC, with a gross floor area of
3,573.4 square metres. Due to expansion of the Company's business, its existing
head office has reached its maximum capacity. After the completion of the
Acquisitions, the Company intends to occupy the Properties as its new head
office.

As disclosed in the Company's announcement dated 4 August 2014, Zheshang
Securities has agreed to purchase, and is planning to relocate its head office
to, the office building B6 of Mingzhu International Business Center. The
headquarters of Communications Group and its subsidiaries in Hangzhou are
located in office buildings No. 3 and 2 of Mingzhu International Business
Center, respectively. The relocation of the Company's head office to the
Properties is therefore expected to create greater synergy between the Company,
Zheshang Securities, Communications Group and its subsidiaries. Furthermore,
the Properties are located in Qianjiang New Town, which is expected to become
the new central business district of Hangzhou, and a number of leading
financial institutions and enterprises in Zhejiang Province have either moved
in, or are planning to relocate to, this area.

The Directors, including all of the independent non-executive Directors,
consider that the terms of the transactions contemplated under the 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 Company 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. The transactions
contemplated under the 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 more than 0.1% but 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 Agreements or is required to abstain from voting on the
relevant board resolution approving the Agreements and the transactions
contemplated thereunder.

DEFINITIONS

"Acquisitions"     the proposed acquisitions of the Properties by the Company from
                   the Vendor pursuant to the terms and conditions of the Agreements;

"Agreements"       the Commercial Property SPAs and the Car Park
                   Spaces Transfer Agreement;

"Car Park Spaces"  50 car parking spaces at levels B1 and B2 of the office
                   building No. 2 of Mingzhu International Business Center located at                          
                   Qianjiang New Town Lot Hang Zheng Chu Chu (2004) 43 A-C9, Jianggan
                   District, Hangzhou, Zhejiang Province, the PRC;

"Car Park Spaces   the underground car parking spaces transfer agreement
Transfer           in relation to the Car Park Spaces entered into between the Company
Agreement"         and the Vendor and dated 26 September 2014;                                     

"Commercial        the commercial property sale and purchase agreements
Property SPAs"     in relation to all the Office Units entered into between the Company 
                   andthe Vendor and dated 26 September 2014, and each a "Commercial
                   Property SPA";

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

"Company"          Zhejiang Expressway Co., Ltd.;                                    

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

"First Payment"    shall have the meaning as ascribed thereto in the paragraph
                   headed "Acquisition of Properties - Commercial Property S PAs -                    
                   Consideration and payment terms" above;

"Group"            the Company and its subsidiaries;

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

"H Shares"         the overseas listed foreign shares of RMB1.00 each in the share
                   capital of the Company which are primarily listed on the 
                   Stock Exchange;

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

"Office Units"     all office units in levels 4 to 7 of the office building No. 2
                   of Mingzhu International Business Center located at Qianjiang 
                   New Town Lot Hang Zheng Chu Chu (2004) 43 A-C9, Jianggan District, 
                   Hangzhou, Zhejiang Province, the PRC, and each an "Office Unit";

"PRC"              the People's Republic of China;

"Properties"       the Office Units and the Car Park Spaces;

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

"Shareholders"     shareholders of the Company;

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

"Valuation Report" the valuation report dated 8 August 2014 in respect of the
                   Properties issued by DTZ;

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

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

In this announcement, translation of RMB to HK$ are based on an exchange rate
of RMB1 to HK$1.27 which is used for illustration purpose only.

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

Hangzhou, PRC, 28 September 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: Mr. LI Zongsheng, 
Mr. WANG Weili and Mr. WANG Dongjie; and the independent non-executive directors 
of the Company are: Mr. ZHANG Junsheng, Mr. ZHOU Jun and Mr. PEI Ker-Wei.