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.