Discloseable Transaction

The Stock Exchange of Hong Kong Limited takes no responsibility for the
contents of this announcement, makes no representation as to its accuracy or
completeness and expressly disclaims 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)                               

                           DISCLOSEABLE TRANSACTION                            

The Directors announce that, on 20th April, 2006, Shangsan Co, a subsidiary of 
the Company, entered into the Agreements to acquire in aggregate a 70.46%      
equity interest in Kinghing Securities.                                        
                                                                               
As consideration for each of the Acquisitions, Shangsan Co will participate in 
the Restructuring of Kinghing Securities, which will involve, among other      
things, Shangsan Co injecting in aggregate RMB600 million new capital into     
Kinghing Securities for itself and on behalf of certain holders of equity      
interests in Kinghing Securities in proportion to their respective interests in
Kinghing Securities, in several instalments by 30th April, 2006. Certain of the
equity holders in Kinghing Securities have provided undertakings in writing to 
Shangsan Co to repay Shangsan Co the amounts of capital contribution by        
Shangsan Co on their behalf respectively, of an aggregate amount of RMB108     
million, by assigning to Shangsan Co their rights to receive future dividends  
from Kinghing Securities, until their repayment obligations are discharged in  
full.                                                                          
                                                                               
Completion of each of the Acquisitions is conditional upon the Agreements being
approved by (i) the equity owners of Kinghing Securities as required under its 
articles of association and (ii) the CSRC. The approval from the equity owners 
of Kinghing Securities and the CSRC is expected to be obtained in May 2006 and 
completion of each of the Acquisitions is expected to take place following the 
obtaining of these approvals.                                                  
                                                                               
In addition, the 11.41% equity interest in Kinghing Securities being acquired  
by Shangsan Co from Kinghing Investment is subject to the completion of        
enforcement of the PRC Court Judgment dated 19th April, 2006 ordering the      
transfer of such equity interest from a third party to Kinghing Investment. The
enforcement of the PRC Court Judgment is currently expected to be completed on 
or before 31st May, 2006.                                                      
                                                                               
Kinghing Securities is a limited liability company established under PRC laws  
and is licensed to carry out certain securities related businesses.            
                                                                               
The Acquisitions contemplated under the Agreements, in aggregate, constitute a 
discloseable transaction of the Company under the Listing Rules. A circular    
containing further details of the Acquisitions under the Agreements will be    
despatched to the shareholders of the Company in due course.                   
                                                                               
At the request of the Company, trading in the shares of the Company has been   
suspended from 9:30 a.m. on 21st April, 2006 pending the issue of this         
announcement. Application has been made to the Stock Exchange for the          
resumption of trading in the shares of the Company from 9:30 a.m. on 26th      
April, 2006.                                                                   

The Directors announce that, on 20th April, 2006, Shangsan Co, a subsidiary of
the Company, entered into the Agreements to acquire in aggregate a 70.46%
equity interest in Kinghing Securities.

ACQUISITION AGREEMENTS

Shangsan Co has entered into the Agreements with each of Kinghing Investment,
Taizhou Investment and Tonghe Investment for the Acquisitions of an aggregate
of 70.46% equity interest in Kinghing Securities. Except for the identities of
the transferor parties and the percentage of equity interest in Kinghing
Securities to be acquired by Shangsan Co (for details, please refer to "The
Acquisitions" below), the principal terms of each of the Agreements are
identical.

Date:                    20th April, 2006.                                     
                                                                               
The Acquisitions:        Shangsan Co has agreed to acquire as to 58.46% (in    
                         aggregate), 6% and 6% equity interest in Kinghing     
                         Securities from Kinghing Investment, Taizhou          
                         Investment and Tonghe Investment respectively.        
                                                                               
Consideration for the    Nil consideration is payable to Kinghing Investment,  
Acquisitions:            Taizhou Investment and Tonghe Investment for the      
                         Acquisitions. However, under the Agreements, Shangsan 
                         Co has agreed to participate in the Restructuring of  
                         Kinghing Securities, which will involve, among other  
                         things, Shangsan Co injecting additional capital in   
                         cash into Kinghing Securities. Please see the section 
                         headed "Restructuring of Kinghing Securities" below   
                         for further details of the Restructuring.             
                                                                               
Conditions for           Completion of each of the Acquisitions is subject to  
completion:              the Agreements being approved by (i) the equity owners
                         of Kinghing Securities as required under its articles 
                         of association and (ii) the CSRC. The approval from   
                         the equity owners of Kinghing Securities and the CSRC 
                         is expected to be obtained in May 2006 and completion 
                         of the Acquisitions is expected to take place         
                         following the obtaining of these approvals. Completion
                         of each of the Acquisitions is not subject to the     
                         completion of the other Acquisitions.                 

Shangsan Co has entered into two separate agreements with Kinghing Investment
with respect to the acquisition of 11.41% and 47.05% of the equity interest in
Kinghing Securities respectively. The 11.41% equity interest is subject to the
completion of enforcement of the PRC Court Judgment dated 19th April, 2006
ordering the transfer of such equity interest from a third party to Kinghing
Investment. The enforcement of the PRC Court Judgment is currently expected to
be completed on or before 31st May, 2006.

BACKGROUND AND RESTRUCTURING OF KINGHING SECURITIES

Kinghing Securities is a limited liability company established under PRC laws
and is licensed to carry on the businesses of securities broking, securities
underwriting, asset management, advising on securities investment and
establishment of securities investment funds, each in the PRC. Kinghing
Securities carries on its businesses through its 20 operational branches and 16
sales branches, which are mainly located in the Chang Jiang River Delta region
in the PRC. Kinghing Securities in turn owns a 60% equity interest in Shanghai
Kinghing Securities Research Co., Ltd., which is engaged in businesses
including the provision of investment advisory, corporate financing, corporate
management, and financial information consultation services, sales of computers
and software. The holder of the remaining 40% equity interest in Shanghai
Kinghing Securities Research Co., Ltd. and their ultimate beneficial owners are
not connected persons of the Company.

Immediately prior to and after the Acquisitions, the total equity capital of
Kinghing Securities is as follows:

Name of the equity        Percentage of holding in   Percentage of holding in  
holders:                  the equity capital         the equity capital        
                          immdediately prior to the  immediately after the     
                          Acquisitions:              Acquisitions:             
                                                                               
Shangsan Co               Nil                        70.46% (assuming that the 
                                                     enforcement of the PRC    
                                                     Court Judgment is         
                                                     completed)                
                                                                               
Kinghing Investment       58.46% (of which 11.41% is Nil                       
                          subject to the enforcement                           
                          of the PRC Court Judgment)                           
                                                                               
Shanghai                  10%                        10%                       
Telecommunications                                                             
                                                                               
Taizhou Investment        10%                        4% (Note)                 
                                                                               
Tonghe Investment         10%                        4%                        
                                                                               
Shanghai Transportation   7.69%                      7.69%                     
                                                                               
Zhejiang Real Estate      3.85%                      3.85%                     

Note: On 20th April, 2006 and following the entering into the Agreements,
Taizhou Investment transferred its remaining 4% equity interest in Kinghing
Securities to Taizhou State-Owned.

In consideration of each of the Acquisitions for an aggregate of the 70.46%
equity interest in Kinghing Securities, Shangsan Co has agreed to participate
in the Restructuring of Kinghing Securities as described below.

Shangsan Co has agreed to inject additional capital into Kinghing Securities
for a total amount of RMB600 million in cash, of which RMB422.76 million is
made for itself and an aggregate of RMB177.24 million on behalf of certain
holders of equity interests in Kinghing Securities in proportion to their
respective interests in Kinghing Securities, in several instalments by 30th
April, 2006. Shanghai Telecommunications, Taizhou State-Owned and Tonghe
Investment have provided undertakings in writing to Shangsan Co to repay
Shangsan Co the amounts of capital contributed by Shangsan Co on their
respective behalf, namely, RMB60 million, RMB24 million and RMB24 million
respectively, by assigning to Shangsan Co their rights to receive future
dividends from Kinghing Securities, until their repayment obligations are
discharged in full. The Company currently expects to obtain an undertaking from
Zhejiang Real Estate to repay the capital contribution of an amount of RMB23.1
million made by Shangsan Co on its behalf before 31st May, 2006. However,
Shanghai Transportation has refused to provide an undertaking to repay capital
contribution of an amount of RMB46.14 million made by Shangsan Co on its
behalf. Therefore, the Company does not expect receiving repayment from
Shanghai Transportation of the amount of RMB46.14 million even if there is any
dividend payable by Kinghing Securities to its equity holders in the future.
Also, no guarantee or security will be provided to Shangsan Co by any equity
owners of Kinghing Securities for the repayment of capital contribution made by
Shangsan Co on their behalf.

The capital contribution to Kinghing Securities made by Shangsan Co on behalf
of the equity holders of Kinghing Securities who have provided or will provide
undertakings to repay Shangsan Co will be accounted as indebtedness of Shangsan
Co. The capital contribution to Kinghing Securities made by Shangsan Co of an
amount of RMB46.14 million on behalf of Shanghai Transportation who will not
provide an undertaking will be accounted as investment of Shangsan Co in
Kinghing Securities, even though the equity interest of Shangsan Co in Kinghing
Securities will remain at 70.46%. The PRC legal advisers of the Company have
advised the Company that it is legal under the PRC regulations for Shangsan Co
to inject such capital on behalf of other equity holders of Kinghing
Securities.

The Company currently expects to receive dividends from Kinghing Securities for
full repayment of the amount of capital contribution made by Shangsan Co on
behalf of the other equity holders of Kinghing Securities according to their
undertakings provided to Shangsan Co in about five years' time. However, there
is no assurance that Kinghing Securities will distribute any dividends and that
Shangsan Co will receive repayment for the amount of such capital contribution
in the future.

Apart from the RMB600 million additional capital contribution, there is no
other capital commitment by Shangsan Co to Kinghing Securities.

REASONS FOR THE ACQUISITIONS

The Company has been investing in treasury bonds issued by the PRC Government
since its listing on the Stock Exchange. Under the PRC laws, the Company is
required to invest such bonds through a licensed securities firm in the PRC and
deposit such bonds with them. Since June 2001, the Company has invested its
treasury bonds through Kinghing Securities. Currently, the value of the
treasury bonds beneficially owned by the Company and held with Kinghing
Securities is of an approximate aggregate amount of RMB587 million. Prior to
the date of the Agreements, Kinghing Securities had pledged the treasury bonds
as security for certain third party repo trading transactions entered into by
it through Shanghai Clearing, without prior notification to nor consent from
the Company. Subsequent to the pledging of the treasury bonds, Kinghing
Investment, the largest equity owner of Kinghing Securities at the relevant
time, had misappropriated funds of Kinghing Securities such that Kinghing
Securities currently does not have sufficient funds to settle the relevant repo
trading transactions, and as a result, the security over the treasury bonds
beneficially owned by the Company may be enforced.

On 30th December, 2005, the Company was notified by the Zhejiang provincial
government of its decision to suspend the business of and to restructure
Kinghing Investment. The Company was also instructed by the Zhejiang provincial
government to temporarily suspend its trading of its treasury bonds held in its
investment account with Kinghing Securities for the sake of maintaining
financial stability. As a result of this, the Company has been unable to
withdraw the bonds from Kinghing Securities. On 10th March, 2006 and in the
course of the investigation on Kinghing Investment led by the Zhejiang
provincial government, the Company became aware that the treasury bonds it held
with Kinghing Securities were in risk of being enforced as security. The
Company did not make an announcement at that time because the terms of the
Restructuring had not been finalised before the Agreements were entered into on
20th April, 2006 and there was no realised loss of the value of the bonds if
the Company is able to prevent the enforcement of security through its
participation in the Restructuring.

In light of the above circumstances, the Company has decided to participate in
the Restructuring, through which additional RMB600 million capital contribution
will be injected by Shangsan Co into Kinghing Securities, to enable Kinghing
Securities to settle the repo trading transactions currently of an approximate
amount of RMB600 million and to obtain the release of the security over the
treasury bonds beneficially owned by the Company. The Company has considered it
to be highly likely that the Company would not be able to recover the amount of
approximately RMB587 million of the Company's treasury bonds in full by
claiming against Kinghing Securities. By investing in Kinghing Securities, the
Company believes that it can avoid the potential loss of the value of the
bonds.

The Company expects to be repaid for the full value of the treasury bonds after
the Restructuring is completed, as it would then have control over Kinghing
Securities, which in turn will have the sufficient funds to settle the relevant
repo trading transactions, and to release the security over the bonds. Upon the
completion of the Acquisitions, the Company will also be interested in 70.46%
in Kinghing Securities. Kinghing Securities will be treated as a subsidiary of
the Company and will be consolidated into the Company's financial statements
after completion of the Acquisitions.

Based on the Audited Financial Report, as at 31st December, 2005, Kinghing
Securities had a negative net asset value of RMB187,877,793. For the year ended
31st December, 2005, the operating cash inflow of Kinghing Securities from its
operating activities was RMB273 million and operating cash outflow was RMB317
million, with net cash outflow amounting to RMB44 million, according to the
Audited Financial Report.

Based on the Audited Financial Report, the net loss before and after taxation,
minority interest and extraordinary items attributable to the assets of
Kinghing Securities for the year ended 31st December, 2005 were RMB80,573,704
and RMB719,414,903 respectively and the taxation, minority interest and
extraordinary items were RMB37,893, RMB-3,339,618 and RMB642,142,923
respectively. Of the RMB642,142,923 amount of extraordinary items,
RMB607,342,923 relates to the loss due to the misappropriation of funds in
Kinghing Securities by Kinghing Investment and the remaining RMB34,800,000
relates to a loss due to the payment of guarantee obligations of Kinghing
Securities. Also based on the Audited Financial Report, the net loss before and
after taxation, minority interest and extraordinary items for the year ended
31st December, 2004 were RMB48,660,386 and RMB50,427,093 respectively. However,
the Company expects that, immediately following the completion of the
Restructuring and the injection of the RMB600 million new capital to Kinghing
Securities and Kinghing Securities' settlement of the relevant trading
transactions, the book value of the total assets of Kinghing Securities will be
between RMB400 million to RMB450 million. Kinghing Securities currently has
sufficient working capital for its operations of business and to satisfy the
minimum requirements under the relevant PRC regulations.

The Company intends to set up a management team with suitable qualifications to
supervise the day-to-day operations of Kinghing Securities. The Company is
optimistic that the business of Kinghing Securities will be turned around under
the improving business environment for securities companies in the PRC.

The independent non-executive Directors of the Company have expressed concerns
over the Acquisitions, in particular the investment is in a securities company
which carries on business outside the scope of business of the Group and the
financial risks borne by the Company if Shangsan Co is unable to dispose of its
interests in Kinghing Securities in the future. The Company understands the
concerns of the independent non-executive Directors, however, having assessed
the potential loss of the Company of an amount of approximately RMB587 million
of the bonds held with Kinghing Securities and the potential income earning
opportunities of Kinghing Investment in the future, considered that it was in
the best interests of the Company to enter into the Agreements.

The Directors (including the independent non-executive Directors, except for
Mr. Zhang Yang who abstained in voting in the meeting of the board of directors
approving the Agreements), having regard to the background of the Acquisitions
as described above, believe that the terms of the Agreements, which were
determined after arm's length negotiations, are the best terms the Company
could obtain under such circumstances, and are fair and reasonable and in the
interests of the Company and the shareholders of the Company as a whole.

The Acquisitions contemplated under the Agreements, in aggregate, constitute a
discloseable transaction of the Company under the Listing Rules and is required
to be disclosed by way of this announcement and a circular containing further
details of the Acquisitions to be despatched to the shareholders of the Company
in due course.

The Company has no intention to change the Group's current principal
businesses, being the investment in and development of, expressways in the
Zhejiang Province of China.

BASIS OF THE CONSIDERATION

The consideration for the Acquisitions was determined after considering the
assets and liabilities, profit and loss positions, the intrinsic investment
value of Kinghing Securities and arms-length negotiations between Shangsan Co
and Kinghing Investment, Taizhou Investment and Tonghe Investment respectively.

FUNDING FOR THE CAPITAL INJECTION

The RMB600 million capital injection to Kinghing Securities by Shangsan Co will
be financed by the internal funds of Shangsan Co.

RESTRICTIONS TO SUBSEQUENT SALE

The Agreements do not include any restriction on Shangsan Co for its sale of
the equity interest in Kinghing Securities it acquired under the Agreements.
Any subsequent sale of the equity interest by Shangsan Co shall comply with the
relevant PRC laws.

INFORMATION RELATING TO THE COMPANY

The Company was incorporated on 1st March, 1997 in the PRC and is a joint stock
limited company, currently with a registered share capital of RMB4,343,114,500
(HK$4,097,277,830). The main business of the Group is investment in and
development, operation, management and toll collection of
Shanghai-Hangzhou-Ningbo Expressway and Shangsan Expressway, both in Zhejiang
Province of the PRC, as well as businesses ancillary to the operation of the
two expressways, such as billboard advertising and operation of service areas
on the expressways.

Shangsan Co is a PRC incorporated limited liability company owned as to 73.625%
by the Company, 18.375% by Huajian Transportation Economic Development Center,
5% by Tiantai County Transport Development Company and 3% by Shangyu Municipal
Transport Investment Company. Huajian Transportation Economic Development
Center is a substantial shareholder (as defined in the Listing Rules) of the
Company whereas Tiantai County Transport Development Company and Shangyu
Municipal Transport Investment Company are independent third parties of the
Company. The principal business of Shangsan Co is the investment in the
Shangsan Expressway operated by the Group.

INFORMATION RELATING TO COUNTERPARTIES OF THE AGREEMENTS

Kinghing Investment is a PRC incorporated limited liability company engaged in
businesses including provision of trustee and custodian, fund management,
corporate financing, corporate management, financial advisory, securities
underwriting, investment management services.

Taizhou Investment is a PRC incorporated limited liability company engaged in
businesses including provision of investment management and corporate
management advisory services, and investment.

Tonghe Investment is a PRC incorporated limited liability company engaged in
investments as permitted by the PRC laws and regulations.

Shanghai Telecommunications is a PRC incorporated limited liability engaged in
businesses including telecommunications, manufacturing of communication
equipment and computers, communication engineering and relevant consulting
services.

Shanghai Transportation is a PRC incorporated limited liability engaged in
businesses including road transport, vehicle repair, manufacturing of vehicle
parts, construction equipment and special vehicles, and sales of special
vehicles.

Zhejiang Real Estate is a PRC incorporated limited liability engaged in
businesses including real estate development, indoor furnishings, and wholesale
and retail of construction materials.

To the best of the Directors' knowledge, information and belief and after
having made all reasonable enquiry, Kinghing Investment, Taizhou Investment,
Tonghe Investment Shanghai Telecommunications, Shanghai Transportation and
Zhejiang Real Estate, and their respective ultimate beneficial owners, are
third parties independent of the Company and its connected persons of the
Company.

At the request of the Company, trading in the shares of the Company has been
suspended from 9:30 a.m. on 21st April, 2006 pending the issue of this
announcement. Application has been made to the Stock Exchange for the
resumption of trading in the shares of the Company from 9:30 a.m. on 26th
April, 2006.

DEFINITIONS

In this announcement, unless the context otherwise requires, terms used herein
shall have the following meanings:

"Acquisitions"       means the acquisitions by Shangsan Co for an aggregate of 
                     70.46% equity interest in Kinghing Securities, as to      
                     58.46% (in aggregate), 6% and 6% equity interest from     
                     Kinghing Investment, Taizhou Investment and Tonghe        
                     Investment respectively under the Agreements;             
                                                                               
"Agreements"         means the (i) two agreements entered into between Shangsan
                     Co and Kinghing Investment, (ii) one agreement entered    
                     into between Shangsan Co and Taizhou Investment and (iii) 
                     one agreement entered into between Shangsan Co and Tonghe 
                     Investment, each on 20th April, 2006, whereby Shangsan Co 
                     has agreed to acquire 47.05%, 11.41%, 6% and 6% of the    
                     equity interest in Kinghing Securities respectively;      
                                                                               
"Audited Financial   means the audited financial report [2006] No.536 prepared 
Report"              by the Company's accountants in the PRC, Zhejiang Tianjian
                     Accounting Firm Co., Ltd., in relation to Kinghing        
                     Securities, and prepared in accordance with the generally 
                     accepted accounting principles in the PRC;                
                                                                               
"Company"            means Zhejiang Expressway Co., Ltd., a joint stock limited
                     company incorporated in the PRC, whose shares are listed  
                     on the main board of the Stock Exchange;                  
                                                                               
"connected person(s) have the same meaning given to it under the Listing Rules;
"                                                                              
                                                                               
"Directors"          means the directors of the Company;                       
                                                                               
"CSRC"               means the China Securities Regulatory Commission;         
                                                                               
"Group"              means the Company and its subsidiaries;                   
                                                                               
"Kinghing            means Kinghing Securities Co., Ltd., a limited liability  
Securities"          company incorporated in the PRC in May 2002;              
                                                                               
"Kinghing            means Kinghing Trust Investment Co., Ltd., a PRC          
Investment"          incorporated limited liability company (limited by        
                     shares);                                                  
                                                                               
"Listing Rules"      means the Rules Governing the Listing of Securities on the
                     Stock Exchange;                                           
                                                                               
"PRC"                means the People's Republic of China;                     
                                                                               
"PRC Court Judgment" means the civil judgment of the Zhejiang Jinhua City      
                     Intermediate People's of the Court dated 19th April, 2006 
                     pursuant to which a third party is ordered to transfer its
                     11.41% equity interest in Kinghing Securities to Kinghing 
                     Investment;                                               
                                                                               
"Restructuring"      means the restructuring of Kinghing Securities as         
                     described in the section headed "Background and           
                     Restructuring of Kinghing Securities" in this             
                     announcement;                                             
                                                                               
"Shanghai Clearing"  means the Shanghai branch of the PRC Securities           
                     Registration and Clearing Co., Ltd., the entity authorised
                     by the CSRC and the State Administration for Industry and 
                     Commerce to carry out registration and clearing services  
                     for securities tradings in the PRC;                       
                                                                               
"Shanghai            means Shanghai National Telecommunications Co., Ltd., a   
Telecommunications"  PRC incorporated limited liability company;               
                                                                               
"Shanghai            means Shanghai Transportation Co., Ltd., a PRC            
Transportation"      incorporated limited liability company;                   
                                                                               
"Shangsan Co"        means Zhejiang Shangsan Expressway Co., Ltd., a PRC       
                     incorporated limited liability company which is owned as  
                     to 73.625% by the Company, 18.375% by Huajian             
                     Transportation Economic Development Center, 5% by Tiantai 
                     County Transport Development Company and 3% by Shangyu    
                     Municipal Transport Investment Company ;                  
                                                                               
"Stock Exchange"     means The Stock Exchange of Hong Kong Limited;            
                                                                               
"Taizhou             means Taizhou State-owned Assets Operations Co., Ltd., a  
State-Owned"         company solely owned by the State of the PRC;             
                                                                               
"Taizhou Investment" means Taizhou City Investment and Management Co., Ltd., a 
                     PRC incorporated limited liability company;               
                                                                               
"Tonghe Investment"  means Tonghe Investment Holdings Co., Ltd., a PRC         
                     incorporated limited liability company; and               
                                                                               
"Zhejiang Real       means Zhejiang Hexin Real Estate Co., Ltd., a PRC         
Estate"              incorporated limited liability company.                   

                                                By Order of the Board          
                                                   ZHANG Jingzhong             
                                                  Company Secretary            

Hangzhou, the PRC, 25th April, 2006

As at the date of this announcement, the executive directors of the Company
are: Messrs. Geng Xiaoping, Fang Yunti, Zhang Jingzhong and Jiang Wenyao; the
non-executive directors are: Messrs. Zhang Luyun and Zhang Yang; and the
independent non-executive directors are: Messrs. Tung Chee Chen, Zhang Junsheng
and Zhang Liping.