Proposed Spin-off and Separate Listing of Spinco

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)
 
           PROPOSED SPIN-OFF AND SEPARATE LISTING OF SPINCO ON THE SHANGHAI STOCK EXCHANGE


Reference is made to the announcement of the Company dated 16 November 2012. As disclosed in the announcement, 
the Board proposes to spin-off SpinCo, an indirectly- owned subsidiary of the Company which carries on the 
Group's securities related business (including but not limited to securities brokerage, investment banking, 
proprietary trading and asset management) in the PRC, and to seek a separate listing of its shares as A Shares 
on the Shanghai Stock Exchange.

The Listing Committee of the Stock Exchange has agreed to grant a waiver to the Company from providing an 
assured entitlement to shares in SpinCo to the existing shareholders of the Company as required under 
Paragraph 3(f) of Practice Note 15 of the Listing Rules on certain condition and has issued a confirmation 
to the Company that it may proceed with the Proposed Spin-Off.

In April 2013, SpinCo made an application to the CSRC for the listing of its shares as A shares on the Shanghai 
Stock Exchange. On 3 May 2013, SpinCo received a notification issued by the CSRC that such application has been 
accepted for review and consideration by the CSRC.

The exact details of the Proposed Spin-off will be finalised at a later stage. Further announcements will be 
made by the Company as and when appropriate in compliance with the Listing Rules.

Shareholders and public investors should note that there is no assurance as to whether or when the Proposed 
Spin-off will complete. As the Proposed Spin- off may or may not complete, Shareholders and public 
investors are advised to exercise caution when dealing in the securities of the Company.


INTRODUCTION

Reference is made to the announcement of the Company dated 16 November 2012 (the "Previous Announcement"). As 
disclosed in the Previous Announcement, the Board proposes to spin-off SpinCo, an indirectly-owned 
subsidiary of the Company which carries on the Group's securities related business (including but not 
limited to securities brokerage, investment banking, proprietary trading and asset management) in the PRC, 
and to seek a separate listing of its shares as A Shares on the Shanghai Stock Exchange.

Unless otherwise defined, capitalised terms used in this announcement shall have the same meanings as given 
to them in the Previous Announcement.


STOCK EXCHANGE WAIVER AND CONFIRMATION

The Listing Committee of the Stock Exchange has agreed to grant a waiver to the Company from 
providing an assured entitlement to shares in SpinCo to the existing shareholders of the Company as required 
under Paragraph 3(f) of Practice Note 15 of the Listing Rules on the condition that the Company would include 
in an announcement: (i) the reasons for not providing assured entitlements to its shareholders; (ii) the legal 
restriction under the PRC laws and regulations on providing the assured entitlement; and (iii) the view of the 
Board on the implications of not providing the assured entitlement, and whether the Proposed Spin-off and the 
waiver are fair and reasonable and in the interests of the Company and its Shareholders as a whole.

According to the relevant PRC laws and regulations, the shares proposed to be offered by SpinCo and listed on 
the Shanghai Stock Exchange are A Shares which are only available for subscription by investors within the 
PRC (excluding Hong Kong, Macau and Taiwan regions).

Individual investors who are foreign natural persons cannot invest in the A Share market of the PRC. As to 
institutional investors, those who are foreign legal persons are not pemitted to invest in the A Share 
market of the PRC other than as explicitly provided under the relevant PRC laws and regulations 
(that is, in the capacity of qualified foreign institutional investor or in accordance with the 
provisions of the Administrative Measures for Foreign Investors' Strategic Investment in Listed Companies). 
Accordingly, there are legal impediments and it is not feasible to make available an assured entitlement 
to the shares in SpinCo to all the existing shareholders of the Company under the relevant PRC laws and 
regulations.

The Board will form an independent board committee to advise the Shareholders on the implications of not 
providing the assured entitlement and whether the Proposed Spin- off and the waiver are fair and reasonable 
and in the interests of the Company and its Shareholders as a whole. The Company will also appoint an 
independent financial adviser in due course to advise the independent board committee and the Shareholders 
in this regard. A further announcement will be made by the Company as and when the independent board 
committee is formed and the independent financial adviser is appointed.

Under  Practice  Note  15  of  the  Listing  Rules,  the  Proposed  Spin-off  also  requires the approval 
from, among others, the Stock Exchange. The Company has received a confirmation from the Stock Exchange 
that the Company may proceed with the Proposed Spin-Off.


LISTING APPLICATION OF SPINCO

In April 2013, SpinCo made an application to the CSRC for the listing of its shares as A shares on the 
Shanghai Stock Exchange. On 3 May 2013, SpinCo received a notification issued by the CSRC that such 
application has been accepted for review and consideration by the CSRC.

Background

SpinCo is a joint stock limited company incorporated in the PRC on 9 May 2002 and has a registered 
capital of RMB3,000 million. As at the date of this announcement, it is engaged in securities related 
business (including but not limited to securities brokerage, investment banking, proprietary trading 
and asset management).

As at the date of this announcement, the Company owns 73.625% of the equity capital of Zhejiang Shangsan 
Expressway Co., Ltd., which in turn owns approximately 70.83% of the equity capital of SpinCo.


Information on the Proposed Spin-Off

Pursuant to the Proposed Spin-off, it is intended that SpinCo will issue new shares and seek listing of 
the same as A Shares on the Shanghai Stock Exchange. The exact details of the Proposed Spin-off, 
including the size and structure of the new share issuance, the offer price and proceeds to be raised, 
will be finalised at a later stage, and will depend upon, amongst other factors, the prevailing market 
conditions. The expected timetable for the Proposed Spin-off is not yet finalised as at the date of 
this announcement.

Immediately upon completion of the Proposed Spin-off, the Company is expected to continue to be the 
controlling shareholder of SpinCo. Factors affecting the Proposed Spin-off will include compliance 
with all applicable regulatory requirements, including obtaining approval from the CSRC and other 
relevant regulatory authorities, suitable market conditions at the relevant time and other conditions 
which may not be foreseen.

Further  announcements  will  be  made  by  the  Company  as  and  when  appropriate  in respect of 
the details and any material development in relation to the Proposed Spin-Off.


GENERAL

The Proposed Spin-Off, if it proceeds, is expected to constitute no more than a discloseable transaction 
of the Company under Chapter 14 of the Listing Rules. Accordingly, approval of the Shareholders is not 
expected to be required for the Proposed Spin-Off.

Shareholders and public investors should note that there is no assurance as to whether or when the 
Proposed Spin-off will complete. As the Proposed Spin-off may or may not complete, Shareholders and 
public investors are advised to exercise caution when dealing in the securities of the Company.

Further announcements will be made by the Company as and when appropriate in compliance with the 
Listing Rules.


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


Hangzhou, PRC, 7 May 2013


As of 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.