Proposed Issue of Convertible Bonds

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.

This announcement is for informational purposes only and is not an offer to sell or the solicitation of an offer to buy securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The Convertible Bonds to be issued have not been and will not be registered under the Securities Act or the securities laws of any state of the United States or other jurisdiction and, subject to certain exceptions, may not be offered or sold within the United States. The Convertible Bonds are being offered only outside the United States in reliance on Regulation S under the Securities Act ("Regulation S").

ZHEJIANG EXPRESSWAY CO., LTD. 
(A joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock code: 0576)

VOLUNTARY ANNOUNCEMENT

PROPOSED ISSUE OF EURO365 MILLION
ZERO COUPON CONVERTIBLE BONDS DUE 2022

The Company proposes to offer Euro365 million zero coupon Convertible Bonds due 2022 to professional investors in Hong Kong, and to offer the Convertible Bonds only outside the United States in accordance with Regulation S under the Securities Act. Application will be made to the Stock Exchange for the listing of, and permission to deal in, the Convertible Bonds by way of debt issue to professional investors only. The completion of the proposed Convertible Bonds issue is subject to market conditions and investors' interest. The proposed Convertible Bonds issue may or may not materialize. Potential investors and shareholders of the Company are urged to exercise caution when dealing in the securities of the Company. Further announcement in respect of the proposed Convertible Bonds issue will be made by the Company should a subscription agreement be signed.

THE PROPOSED CONVERTIBLE BONDS ISSUE

The Company proposed to offer Euro365 million zero coupon Convertible Bonds due 2022 to professional investors in Hong Kong, and to offer the Convertible Bonds only outside the United States in accordance with Regulation S under the Securities Act. None of the Convertible Bonds will be offered to the public in Hong Kong and none of the Convertible Bonds will be placed to any connected persons of the Company.

The pricing of the Convertible Bonds, including the issue price and the initial conversion price, will be determined through a book building exercise conducted by the Joint Global Coordinators, the Joint Bookrunners and the Joint Lead Managers. Upon finalisation of the terms of the Convertible Bonds, the Joint Lead Managers will enter into a subscription agreement with the Company in relation to the Convertible Bonds.

PROPOSED USE OF PROCEEDS

The Company intends to use the net proceeds from the offering of the Convertible Bonds for, among others, for repayment of existing debt and general corporate purposes.

LISTING

Application will be made to the Stock Exchange for listing of, and permission to deal in, the Convertible Bonds by way of debt issue to professional investors only. Listing of the Convertible Bonds on the Stock Exchange is not to be taken as an indication of the commercial merits or credit quality of the Company or the Convertible Bonds.

The proposed Convertible Bonds issue may or may not materialise. Potential investors and shareholders of the Company are urged to exercise caution when dealing in the securities of the Company. Further announcement in respect of the proposed Convertible Bonds issue will be made by the Company should a subscription agreement be signed.

DEFINITIONS

In this announcement, unless the context requires otherwise, the following expressions have the following meanings:

"Board"	the board of directors of the Company
"Convertible Bonds"	the convertible bonds expected to be issued by the Company
"Company"	Zhejiang Expressway Co., Ltd., a joint stock limited company incorporated in the PRC with limited liability, whose H shares are listed on the Hong Kong Stock Exchange (Stock Code: 0576)
"connected persons"	has the meaning ascribed to it under the Listing Rules
"Euro"	Euro, the lawful currency of the Eurozone
"Hong Kong"	Hong Kong Special Administrative Region of the PRC
"Joint Bookrunners"	BOCI Asia Limited, China International Capital Corporation Hong Kong Securities Limited and Citigroup Global Markets Limited
"Joint Global Coordinators"	BOCI Asia Limited, China International Capital Corporation Hong Kong Securities Limited and Citigroup Global Markets Limited
"Joint Lead Managers"	BOCI Asia Limited, China International Capital Corporation Hong Kong Securities Limited and Citigroup Global Markets Limited
"Listing Rules"	the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
"PRC"	the People's Republic of China excluding, for the purpose of this announcement, Hong Kong, the Macau Special Administrative Region and Taiwan area
"Securities Act"	the United States Securities Act of 1933, as amended
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"United States"	the United States of America, its territories and possessions and all areas subject to its jurisdiction

By Order of the Board               
Zhejiang Expressway Co., Ltd.      
Tony Zheng                      
Company Secretary              

Hangzhou, the PRC, 5 April 2017

As at the date of this announcement, the executive directors of the Company are: Mr. ZHAN Xiaozhang, Mr. CHENG Tao and Ms. LUO Jianhu; 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.