Results of AGM

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)


Announcement on Resolutions Passed at the AGM

Zhejiang Expressway Co., Ltd. (the "Company") held its 
2013 annual general meeting (the "AGM") at 3:00 p.m. on
Monday, May 5, 2014 at 12/F, Block A, Dragon Century 
Plaza, 1 Hangda Road, Hangzhou, Zhejiang Province, the 
People's Republic of China (the "PRC").

Shareholders of the Company (the "Shareholders") who 
attended the AGM by proxy represented a total of 
3,670,623,832 shares of the Company entitled to attend
the AGM, or 84.52% of the total issued share capital 
of the Company as at the date of the AGM. Chairman 
of the Company, Mr. ZHAN Xiaozhang, chaired the AGM. 
Votings  at  the AGM took place by way of poll, with 
all the proposed ordinary resolutions duly passed, 
details of which are as follows:

1.  Resolved to approve the report of the directors
        of the Company for the year 2013, with 
        3,670,623,832 shares voted in the affirmative
        (representing 100% of the total shares held by 
        the Shareholders present at the AGM) and no 
        shares voted in the negative;

2.  Resolved to approve the report of the 
        supervisory committee of the Company for the 
        year 2013, with 3,670,623,832 shares voted in 
        the affirmative (representing 100% of the total
        shares held by the Shareholders present at the 
        AGM) and no shares voted in the negative;

3.  Resolved to approve the audited financial 
        statements of the Company for the year 2013,
        with 3,670,623,832 shares voted in the 
        affirmative (representing 100% of the total 
        shares held by the Shareholders present at the 
        AGM) and no shares voted in the negative;

4.  Resolved to approve the payment of a final 
        dividend of Rmb25 cents per share in respect 
        of the year ended December 31, 2013, with 
        3,670,623,832 shares voted in the affirmative 
        (representing 100% of the total shares held 
        by the Shareholders present at the AGM) and no 
        shares voted in the negative;

5.  Resolved to approve the final accounts of the 
        Company for the year 2013 and the financial 
        budget of the Company for the year 2014,  with
        3,668,969,832  shares voted in the affirmative 
        (representing 99.95% of the total shares held 
        by the Shareholders present at the AGM) and 
        1,654,000 shares voted in the negative 
        (representing 0.05% of the total shares held by
        the Shareholders present at the AGM);

6.  Resolved to approve the re-appointment of 
        Deloitte Touche Tohmatsu Certified Public 
        Accountants Hong Kong as the Hong Kong auditors
        of the Company, and authorize the board of 
        directors of the Company (the "Board") to fix
        their remuneration, with 3,667,125,799 shares 
        voted in the affirmative (representing 99.90% 
        of the total shares held by the Shareholders 
        present at the AGM) and 743,933 shares voted 
        in the negative (representing 0.02% of the 
        total shares held by the Shareholders present 
        at the AGM); and

7.  Resolved to approve the re-appointment of Pan 
        China Certified Public Accountants as the PRC 
        auditors of the Company, and authorize the 
        Board to fix their remuneration, with 
        3,667,125,799 shares voted in the affirmative 
        (representing 99.90% of the total shares held 
        by the Shareholders present at the AGM) and 
        743,933 shares voted in the negative 
        (representing 0.02% of the total shares held 
        by the Shareholders present at the AGM).

As at the date of the AGM, the total number of issued 
shares of the Company entitling the holders to attend 
and vote at the AGM in respect of the ordinary 
resolutions was 4,343,114,500. There was no share 
entitling any holder to attend and vote only against 
the resolution at the AGM. Ms. Min Min Li of Deloitte 
Touche Tohmatsu Certified Public Accountants was 
appointed and acted as scrutineer for the vote taking 
during the AGM. No person was required to abstain from 
voting at the AGM in relation to the above.

Further information on the payment of final dividend
The payment of a final dividend of Rmb25 cents per 
share in respect of the year ended December 31, 2013 
was approved by more than half of votes cast by the 
Shareholders at the AGM.

For determining the entitlement to the proposed final 
dividend, the register of members holding H shares of 
the Company (the "H Shares") will be closed from 
May 10, 2014 to May 14, 2014 (both days inclusive), 
during which period no transfer of H Shares will be 
effected. In order for holders of H Shares to qualify 
for the proposed final dividend, all transfers of H 
Shares accompanied by the transfer instruments and 
relevant share certificates must be lodged with the 
Company's share registrars in Hong Kong, Hong Kong 
Registrars Limited at Rooms 1712-1716, 17/F Hopewell 
Center,  183  Queen's Road East, Wanchai, Hong Kong 
for registration not later than 4:30 p.m. on May 9, 
2014. Shareholders whose names appear in the register 
of members of the Company on May 14, 2014 (the "Record 
Date") are entitled to the said final dividend.

Pursuant to the Company's articles of association, 
dividends of H Shares shall be paid in Hong Kong 
dollars according to the average closing price of Hong
 Kong dollars to Renminbi declared by the People's 
Bank of China in the five trading days immediately 
preceding the date of the declaration of dividends. 
The applicable exchange rate for the purpose of the 
payment of the final dividend is therefore HK$1.00 to 
Rmb0.80824.

According to the Law on Corporate Income Tax of the 
People's Republic of China and the relevant 
implementing rules (the "CIT Law") which came into 
effect on January 1, 2008, the Company is obliged to 
withhold for payment the corporate profit tax, which 
is in the rate of 10%, from the payment of dividends 
to non-resident enterprises (as defined under the CIT 
Law, including HKSCC (Nominees) Limited, other 
nominees, trustees or other groups and organizations) 
who are H Share holders of the Company. Dividends paid 
to natural persons who are H Share holders are not 
subject to individual income tax for the time being.

The final dividend of HK$30.931 cents per share 
(before tax) is expected to be paid to the H Share 
holders of the Company on June 9, 2014.

Investors should read this announcement carefully. 
The Company will withhold for payment the corporate 
profit tax strictly in accordance with the relevant 
laws or requirements of the relevant governmental 
departments and strictly based on what has been 
registered on the H Share register of members on the 
Record Date. The Company will owe no liability 
whatsoever in respect of and will not entertain any 
claims arising from any delay in, or inaccurate 
determination of, the status of the Shareholders, or 
any disputes over the mechanism of withholding.

                                  By order of the Board
                                        Tony Zheng
                                    Company Secretary

Hangzhou, the PRC, May 5, 2014

As at 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.