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
                                      FINANCIAL SERVICES AGREEMENT WITH ZHEJIANG
                                   COMMUNICATIONS INVESTMENT GROUP FINANCE CO., LTD.


FINANCIAL SERVICES AGREEMENT

On 18 July 2013, the Company and Zhejiang Communications Finance entered into the Financial Services 
Agreement, pursuant to which Zhejiang Communications Finance agreed to provide the Company 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. The Financial Services Agreement has been 
entered into on normal commercial terms and has a term of three years.

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, 
the Company, Communications Group, Ningbo Expressway Co. and Taizhou Expressway Co. beneficially own 35%, 
40%, 15.625% and 9.375% of the issued share capital of Zhejiang Communications Finance, 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 Financial Services Agreement constitutes a continuing connected transaction 
for the Company under Chapter 14A of the Listing Rules.

As each of the applicable percentage ratios in respect of the Deposit Services under the Financial Services 
Agreement is more than 0.1% but less 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 
annual review requirements under Rule 14A.34(1) of the Listing Rules, but are exempt from the independent 
shareholders' approval requirement under Chapter 14A of the Listing Rules.

The Loan and Financial Leasing Services proposed to be provided by Zhejiang Communications Finance to the 
Company under the Financial Services Agreement will constitute financial assistance provided by a connected 
person for the benefit of the Company on normal commercial terms where no security over the assets of the 
Company is granted in respect of such loan services. As a result, the Loan and Financial Leasing Services 
are exempt from the reporting, announcement, annual review and independent shareholders' approval requirements 
under Rule 14A.65(4) of the Listing Rules.

The Company expects that each of the applicable percentage ratios (as defined in Rule 14.07 of Listing Rules) 
of the total fees payable by the Company to Zhejiang Communications Finance under the Clearing Services and the 
Other financial Services will fall within the de minimis threshold as stipulated under Rule 14A.33(3) 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 and the Other 
Financial Services to be provided by Zhejiang Communications Finance to the Company under the Financial Services 
Agreement is expected to exceed the relevant threshold.


FINANCIAL SERVICES AGREEMENT

On 18 July 2013, the Company and Zhejiang Communications Finance entered into the Financial Services Agreement, 
pursuant to which Zhejiang Communications Finance agreed to provide the Company 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, with a term of three years. The principal terms of the Financial Services 
Agreement are set out below:


Date

18 July 2013

Parties

(i)  the Company; and

(ii) Zhejiang Communications Finance.
 
Principal services to be provided

--   Pursuant to the Financial Services Agreement, the services to be provided by Zhejiang Communications Finance 
     to the Company include the Deposit Services, the Loan and Financial Leasing Services, the Clearing Services 
     and the Other Financial Services. The financial services will be provided under the Financial Services 
     Agreement on a non-exclusive basis and the Company is entitled to determine whether to accept the financial 
     services provided by Zhejiang Communications Finance or decide to accept the financial services provided by 
     other financial institutions. The Company is not obliged to accept any financial services provided by 
     Zhejiang Communications Finance under the Financial Services Agreement.

--   In respect of the provision of the Deposit Services under the Financial Services Agreement, Zhejiang 
     Communications Finance may provide current deposit, time deposit, call deposit or agreement deposit services 
     to the Company. The Company agrees to open a deposit account with Zhejiang Communications Finance and will 
     choose the deposit service to be provided.

--   In respect of the provision of the Loan and Financial Leasing Services under the Financial Services Agreement, 
     Zhejiang Communications Finance will grant integrated credit facilities to the Company.

--   In respect of the provision of the Clearing Services under the Financial Services Agreement, Zhejiang 
     Communications Finance will provide clearing services to the Company 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 Financial Services Agreement, the 
     services to be provided by Zhejiang Communications Finance include, but is not limited to: financial 
     consulting service, letters of credit and related consulting services, insurance agency, entrusted loans, and 
     acceptance and discount of bills, provided that the services to be provided shall be within the permitted 
     business scope of Zhejiang Communications Finance as approved by CBRC.

--   The parties to the Financial Services Agreement further agree to enter into separate agreements for the 
     relevant financial services actually provided under the Financial Services Agreement and the terms of such 
     agreements shall be based on the 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 Company'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 Company 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 Company 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 Company 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.


Annual caps and basis of annual caps

--   Deposit Services
     The maximum amount of the daily deposit balance (including any interest accrued thereon) for the Company's 
     deposits with Zhejiang Communications Finance shall not be more than RMB700,000,000 during the term of the 
     Financial Services Agreement.

     Such cap was determined after taking into account of the size of the total assets of the Company and the 
     anticipated daily outstanding balances of deposits of the Company.

--   Loan and Financial Leasing Services
     As the Loan and Financial Leasing Services to be provided by Zhejiang Communications Finance to the Company will 
     be on normal commercial terms and that no security over the assets of the Company will be granted in respect of 
     such loan services, the Loan and Financial Leasing services are exempt from the reporting, announcement, annual 
     review and independent shareholders' approval requirements under Chapter 14A of the Listing Rules and therefore 
     no cap has been set for such services.


--   Clearing Services
     The Company expects that each of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) 
     of the total fees payable by the Company to Zhejiang Communications Finance under the Clearing Services will fall 
     within the de minimis threshold as stipulated under Rule 14A.33(3) of the Listing Rules and therefore no cap has 
     been set for such services. 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 to be provided by Zhejiang Communications Finance to the Company under the Financial Services Agreement 
     is expected to exceed the relevant threshold.


--   Other Financial Services
     The Company expects that each of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) 
     of the total fees payable by the Company to Zhejiang Communications Finance under the Other financial Services 
     will fall within the de minimis threshold as stipulated under Rule 14A.33(3) of the Listing Rules and therefore
     no cap has been set for such services. 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 Other 
     Financial Services to be provided by Zhejiang Communications Finance to the Company under the Financial Services 
     Agreement is expected to exceed the relevant threshold. The Company confirms that there will be no provision of 
     financial assistance by the Company to Zhejiang Communications Finance under the Financial Services Agreement.


Effective date

The Financial Services Agreement becomes effective upon execution by the Company and Zhejiang Communications Finance.


The Company expects to utilise the services to be provided by Zhejiang Communications Finance under the Financial 
Services Agreement after the Financial Services Agreement becomes effective and when the need arises.
 
Term

The term of the Financial Services Agreement is for three years from its effective date. Subject to the parties' 
agreement and compliance with requirements of relevant laws and the Listing Rules, the parties may renew the 
Financial Services Agreement at the end of its term.


Governing law

The laws of the PRC.

REASONS FOR AND BENEFITS OF THE FINANCIAL SERVICES AGREEMENT

As disclosed in the announcement of the Company dated 30 March 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 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 Directors, including all of the independent non-executive Directors, consider that the transactions 
contemplated under the Financial Services Agreement are fair and reasonable, on normal commercial terms and are 
in the interests of the Company and the Shareholders as a whole.

As Mr. Zhan Xiaozhang, Mr. Li Zongsheng, Mr. Wang Weili and Mr. Wang Dongjie are both Directors of the Company 
and employees of the Communications Group, they have abstained from voting at the board meeting at which the 
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 9 November 2012 and 
approved by CBRC as a non-banking financial institution on 17 October 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 
1 March 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, the 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, the Company, Communications 
Group, Ningbo Expressway Co. and Taizhou Expressway Co. beneficially own 35%, 40%, 15.625% and 9.375% of the 
issued share capital of Zhejiang Communications Finance, 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 Financial Services 
Agreement constitutes a continuing connected transaction for the Company under Chapter 14A of the Listing Rules.

As each of the applicable percentage ratios in respect of the Deposit Services under the Financial Services 
Agreement is more than 0.1% but less 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 
annual review requirements under Rule 14A.34(1) of the Listing Rules, but are exempt from the independent 
shareholders' approval requirement under Chapter 14A of the Listing Rules.

The Loan and Financial Leasing Services proposed to be provided by Zhejiang Communications Finance to the Company 
under the Financial Services Agreement will constitute financial assistance provided by a connected person for the 
benefit of the Company on normal commercial terms where no security over the assets of the Company is granted in 
respect of such loan services. As a result the Loan and Financial Leasing Services are exempt from the reporting, 
announcement, annual review and independent shareholders' approval requirements under Rule 14A.65(4) of the Listing 
Rules.

The Company expects that each of the applicable percentage ratios (as defined in Rule 14.07 of Listing Rules) of 
the total fees payable by the Company to Zhejiang Communications Finance under the Clearing Services and the Other 
financial Services will fall within the de minimis threshold as stipulated under Rule 14A.33(3) 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 Financial Services Agreement 
is expected to exceed the relevant threshold.


DEFINITIONS


"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 30 March 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 30 March 2013;

"CBRC"                         China Banking Regulatory Commission of the PRC;


"Clearing Services"            the clearing services proposed to be provided by Zhejiang Communications Finance 
                               to the Company pursuant to the Financial Services Agreement as described under 
                               the section headed "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"                      Zhejiang Expressway Co., Ltd., a joint stock limited company incorporated in 
                               the PRC with limited liability, the H shares of which are listed on the Main 
                               Board of the Stock Exchange;

"connected persons"            has the meaning ascribed to it in the Listing Rules; 

"continuing connected          has the meaning ascribed to it in the Listing Rules;
 transaction"


"Deposit Services"             the deposit of money services proposed to be provided by Zhejiang 
                               Communications Finance to the Company pursuant to the Financial Services 
                               Agreement as described under the section headed "Principal services to be 
                               provided" in this announcement;
 
"Directors"                    directors of the Company;


"Financial Services            the financial services agreement dated 18 July 2013 entered into between 
 Agreement"                    the Company and Zhejiang Communications Finance, pursuant to which Zhejiang 
                               Communications Finance agreed to provide the Company 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;


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


"Loan and Financial            the loan and financial leasing services proposed to be provided by Zhejiang 
 Leasing Services"             Communications Finance to the Company pursuant to the Financial Services 
                               Agreement as described under the section headed "Principal services to be 
                               provided" 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) proposed to be provided by Zhejiang 
                               Communications Finance to the Company pursuant to the Financial Services 
                               Agreement as described under the section headed "Principal services to be 
                               provided" in this announcement;
 
"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;


"Shareholders"                 shareholders of the Company;


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

"Taizhou Expressway Co."       Zhejiang Taizhou Yongtaiwen Expressway Co., Ltd., a limited liability 
                               company incorporated in the PRC and a 75% owned subsidiary of 
                               Communications Group; and

"Zhejiang Communications       Zhejiang Communications Investment Group Finance Co., Ltd., a limited 
 Finance"                      liability company incorporated in the PRC. 



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


Hangzhou, PRC, 19 July 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.