Acquisition and Further Capital Injection

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.

                                                                               
 (A joint stock limited company incorporated in the People´s Republic of China 
                            with limited liability)                            

                              (Stock code: 0576)                               

                         (1) DISCLOSEABLE TRANSACTION                          

             ACQUISITION OF THE REMAINING 44.225% EQUITY INTEREST              

              ZHEJIANG EXPRESSWAY INVESTMENT DEVELOPMENT CO., LTD              

                                      AND                                      

                      (2) FURTHER CAPITAL INJECTION INTO                       

                         ZHESHANG SECURITIES CO., LTD.                         

(1) ACQUISITION OF THE REMAINING 44.225% EQUITY INTEREST IN DEVELOPMENT CO     
                                                                               
Reference is made to the First Announcement on 23 August 2010 in relation to   
the acquisition of 4.775% equity interest in Development Co.                   
                                                                               
The Board announces that the Company has entered into Further Acquisition      
Agreements with the Remaining Vendors of Development Co to acquire the         
remaining 44.225% equity interest in Development Co. Upon completion of the    
Further Acquisitions, Development Co will become a wholly-owned subsidiary of  
the Company.                                                                   
                                                                               
Listing Rules implications                                                     
                                                                               
As one of the applicable percentage ratios (as defined in Rule 14.07 of the    
Listing Rules) is more than 5% but less than 25%, the transactions contemplated
under the Further Acquisition Agreements together constitute a discloseable    
transaction under Chapter 14 of the Listing Rules and is subject to the        
notification and announcement requirements as set out in Rule 14.33 of the     
Listing Rules.                                                                 
                                                                               
As the Further Acquisitions are subject to the approval of the State Asset     
Management Bureau of the Zhejiang Provincial Government, the Further           
Acquisitions may or may not proceed. Shareholders of the Company and potential 
investors should therefore exercise caution when dealing in the shares of the  
Company.                                                                       
                                                                               
(2) FURTHER CAPITAL INJECTION INTO ZHESHANG SECURITIES                         
                                                                               
The Board announces that on 20 October 2010, Shangsan Co, a subsidiary of the  
Company, entered into an agreement with Zheshang Securities pursuant to which  
Shangsan Co agreed to inject a further amount of capital of RMB871 million     
(approximately HK$1,013 million) into Zheshang Securities as a pro rata further
contribution to the equity capital of Zheshang Securities. Together with an    
initial injection of RMB1,174 million (approximately HK$1,365 million) into the
capital of Zheshang Securities, Shangsan Co has contributed a total of RMB2,045
million (approximately HK$2,377 million) into the capital of Zheshang          
Securities.                                                                    

ACQUISITION OF THE REMAINING 44.225% EQUITY INTEREST IN DEVELOPMENT CO

Reference is made to the First Announcement on 23 August 2010. Unless otherwise
defined, capitalised terms used in this announcement shall have the same
meanings as those defined in the First Announcement.

FURTHER ACQUISITION AGREEMENTS

Dates

20 agreements entered into between 13 August 2010 and 14 October 2010@#

Parties

The Remaining Vendors respectively@#

The Company

Assets to be acquired

The remaining 44.225% equity interest in Development Co not already owned by
the Company

Consideration

The aggregate consideration for the Further Acquisitions is RMB88 million
(equivalent to approximately HK$102 million) and the consideration will be
satisfied by the Company in cash.

The consideration for the Further Acquisitions was determined after arm´s
length negotiation between the parties based on normal commercial terms and
with reference to the audited net asset value of Development Co for the year
ended 31 December 2009.

Condition precedent

The Further Acquisition Agreements are conditional on obtaining the approval of
the State Asset Management Bureau of the Zhejiang Provincial Government.

Completion

The Further Acquisition Agreements shall take effect on the date on which the
condition precedent has been satisified. Completion of the Further Acquisition
Agreements shall take place when the consideration for the Further Acquisition
is settled in full and the Remaining Vendors execute the relevant transfer
documents pertaining to the Further Acquisitions. Upon completion, Development
Co will become a wholly-owned subsidiary of the Company.

INFORMATION ON THE GROUP

The Company is a joint stock company established under the laws of the PRC with
limited liability on 1 March 1997, the H Shares of which are listed on the Main
Board of the Stock Exchange. The main business of the Group is the investment
in, operation and management of, and collection of tolls on the Expressways.
The Group also carry out certain ancillary businesses such as automobile
servicing, operation of gas stations and billboard advertising along the
Expressways, as well as securities business.

INFORMATION ON DEVELOPMENT CO

Development Co is a limited liability company incorporated in the PRC on 28 May
2003. The registered capital of Development Co is RMB120 million (equivalent to
approximately HK$140 million). Immediately after the Completion of the Further
Acquisitions, Development Co will be a wholly-owned subsidiary of the Company.

Development Co is principally engaged in the operation of the Services Area
along the 247.6km Shanghai-Hangzhou-Ningbo Expressway and the 142km Shangshan
Expressway in the Zhejiang Province owned by the Company and Shangsan Co
respectively, and through its subsidiaries, billboard advertising as well as
vehicle servicing operations along the two expressways.

The net asset attributable to owners of Development Co based on its audited
financial statements for the financial year ended 31 December 2009 is RMB199
million (equivalent to approximately HK$231 million).

The net profit/(loss) before and after tax and extraordinary items of
Development Co based on its audited financial statements for the financial
years ended 31 December 2008 and 2009 are as follows:

                                                       For the         For the
                                                  period ended    period ended
                                                   31 December     31 December
                                                          2008            2009
                                                                              
                                                       RMB´000         RMB´000        
                                                                              
net profit/(loss) before tax and extraordinary         100,718          68,032
items                                                                         
                                                                              
net profit/(loss) after tax and extraordinary           84,405          46,709
items                                                                         

REASONS FOR AND BENEFITS OF THE FURTHER ACQUISITIONS

As set out in the First Announcement, pursuant to the Opinion, save in
circumstances set out in the Opinion, employees of state-owned enterprise may
not directly or indirectly hold shares in the affiliates and subsidiaries of
state-owned enterprise. Senior and middle management staff of the state-owned
enterprise holding such shares are required to transfer such shares or to
resign from their office. The Remaining Vendors have agreed to sell their
44.225% equity interest in Development Co to the Company in accordance with the
Opinion.

To the best of the Directors´ knowledge, information and belief having made all
reasonable enquiry, the Key Employees are Independent Third Parties.

The Directors (including all of the independent non-executive Directors)
believe that the terms of the transaction are fair and reasonable and in the
interests of the shareholders as a whole.

GENERAL

Upon completion of the Further Acquisitions, Development Co will become a
wholly-owned subsidiary of the Company.

FURTHER CAPITAL INJECTION INTO ZHESHANG SECURITIES

BACKGROUND

On 20 October 2010, Shangsan Co, a subsidiary of the Company, entered into an
agreement with Zheshang Securities pursuant to which Shangsan Co agreed to
inject a further amount of capital of RMB871 million (approximately HK$1,013
million) into Zheshang Securities by cash.

In conjunction with the offer by Zheshang Securities to Shangsan Co to inject
additional capital into Zheshang Securities, Zheshang Securities also invited
other of its then shareholders to inject additional capital into Zheshang
Securities in proportion to their respective then equity interests in Zheshang
Securities. The amount of RMB871 million (approximately HK$1,013 million)
includes the contribution by Shangsan Co in proportion to its then equity
interests in Zheshang Securities and the equity interests not taken up by
certain other shareholders in Zheshang Securities.

Together with an initial injection of RMB1,174 million (approximately HK$1,365
million) into the capital of Zheshang Securities, Shangsan Co has contributed a
total of around RMB2,045 million (approximately HK$2,377 million) into the
capital of Zheshang Securities.

After the Further Capital Injection, the registered capital of Zheshang
Securities increased from RMB2,120 million to RMB2,915 million and Shangsan Co
owned as to 71.0398% of the capital of Zheshang Securities. The remaining
28.9602% of the capital of Zheshang Securities is owned by other shareholders,
which, to the best of the Directors' knowledge, information and belief and
after having made all reasonable enquiry, are all Independent Third Parties.

FUNDING

The Further Capital Injection was funded by internal resources of Shangsan Co.

EFFECTIVE DATE OF FURTHER CAPITAL INJECTION

The Further Capital Injection will be effective as and when approval thereof is
obtained from the CSRC.

REASONS OF THE FURTHER CAPITAL INJECTION

The Further Capital Injection will increase the net capital of Zheshang
Securities and, the Directors believe will set out a more solid foundation for
its involvement in more advanced trading activities, and allow Zheshang
Securities to apply to the CSRC in respect of the licence to conduct margin
trading. By expanding the scope of business of Zheshang Securities, Zheshang
Securities will become more competitive in the capital market of the PRC.

INFORMATION OF SHANGSAN CO

Apart from the 71.0398% shareholding interest in Zheshang Securities, Shangsan
Co owns and operates the Group's business relating to collection of road tolls
in respect of the Shangsan Expressway.

DEFINITIONS

"Ancillary Businesses"      ancillary businesses of the Group involving        
                            billboard advertising, operation of the Service    
                            Areas and the business of provision of towing and  
                            repair of vehicles and emergency services to users 
                            on the Expressways;                                
                                                                               
"associate"                 has the same meaning given to it under the Listing 
                            Rules;                                             
                                                                               
"Board"                     the board of directors of the Company;             
                                                                               
"Company"                   Zhejiang Expressway Co., Ltd.;                     
                                                                               
"CSRC"                      China Securities Regulatory Commission (中國証券監督管理委員 
                            会);                                                
                                                                               
"Development Co"            Zhejiang Expressway Investment Development Co.,    
                            Ltd., a 55.775% owned subsidiary of the Company;   
                                                                               
"Directors"                 the directors of the Company;                      
                                                                               
"Expressways"               Shanghai-Hangzhou-Ningbo Expressway and the        
                            Shangsan Expressway                                
                                                                               
"First Announcement"        the announcement made on 23 August 2010;           
                                                                               
"Further Acquisitions"      the acquisition by the Company from the Remaining  
                            Vendors of the 44.225% equity interest in          
                            Development Co pursuant to the terms and conditions
                            of the Further Acquisition Agreements;             
                                                                               
"Further Acquisition        the conditional sale and purchase agreements       
Agreements"                 entered into between 13 August 2010 to 14 October  
                            2010 between the Remaining Vendors and the Company 
                            relating to the Further Acquisitions;              
                                                                               
"Further Capital Injection" the contribution by, amongst others, Shangsan Co of
                            an amount of RMB871 million into the capital of    
                            Zheshang Securities;                               
                                                                               
"Group"                     the Company and its subsidiaries;                  
                                                                               
"HK$"                       Hong Kong dollars, the lawful currency of Hong     
                            Kong;                                              
                                                                               
"Hong Kong"                 the Hong Kong Special Administrative Region of the 
                            PRC;                                               
                                                                               
"Independent Third Parties" independent third party/parties not connected with 
                            the directors, supervisors, substantial            
                            shareholders of the Company or any of its          
                            subsidiaries or their respective associates;       
                                                                               
"Key Employees"             133 key employees of the Group who are mainly      
                            managers and technical staff involved in the       
                            operation of the Ancillary Businesses, and who own 
                            in aggregate 44.225% of the equity interest in the 
                            registered share capital of Development Co;        
                                                                               
"Listing Rules"             The Rules Governing the Listing of Securities on   
                            the Stock Exchange;                                
                                                                               
"PRC"                       The People´s Republic of China;                    
                                                                               
"Remaining Vendors"         10 individual acting as nominees of the Key        
                            Employees; and                                     
                                                                               
"RMB"                       Renminbi, the lawful currency of the PRC;          
                                                                               
"Service Areas"             service areas along the Expressways which provide  
                            food catering, petrol filing, parking and vehicle  
                            repair services for users of the Expressways;      
                                                                               
"Shanghai-Hangzhou- Ningbo  the 247.5km Shanghai-Hangzhou-Ningbo Expressway in 
Expressway"                 the Zhejiang Province owned by the Group           
                                                                               
"Shangsan Co"               Zhejiang Shangsan Expressway Co., Ltd (浙江上三高速公路有限公 
                            司), a 73.625% owned subsidiary of the Company in   
                            the PRC;                                           
                                                                               
"Shangsan Expressway"       the 142km Shangsan Expressway in Zhejiang Province 
                            owned by Shangsan Co                               
                                                                               
"Stock Exchange"            The Stock Exchange of Hong Kong Limited; and       
                                                                               
"Zheshang Securities"       Zheshang Securities Co., Ltd. (浙商證券有限責任公司）, a      
                            limited liability company incorporated in the PRC  
                            in May 2002.                                       

In this announcement, the translation of RMB into HK$ is based on the exchange
of rate of HK$1 to RMB0.86. Such conversion shall not be construed as a
representation that amounts in RMB were or may have been converted into HK$
using such exchange rate or any other exchange rate or at all.

                                      By Order of the Board                    
                                      Zhejiang Expressway Co., Ltd             
                                      Zhang Jingzhong                          
                                      Company Secretary                        

Hangzhou, PRC, 21 October 2010

As at the date of this announcement, the executive directors of the Company
are: Messrs. Chen Jisong, Zhan Xiaozhang, Jiang Wenyao and Zhang Jingzhong and
Ding Huikang; the non-executive directors are: Mrs. Zhang Luyun; and the
independent non-executive directors are: Messrs. Tung Chee Chen, Zhang Junsheng
and Zhang Liping.

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