Connected Transaction

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility forthe contents of this announcement, make no representation as to its accuracy or completeness and expresslydisclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any partof 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) CONNECTED TRANSACTION IN RELATION TO CAPITAL INCREASE IN ZHEJIANG COMMUNICATIONS INVESTMENT GROUP FINANCE CO., LTD. CONNECTED TRANSACTION On 30 March 2013, the Company entered into the Capital Contribution Agreement with Zhejiang Communications Financeand the Existing Shareholders pursuant to which the Company conditionally agreed to contribute an amount ofRMB280,000,000 (equivalent to approximately HK$345,679,010), by way of cash, into the equity capital of ZhejiangCommunications Finance. The Company currently does not own any equity interest in Zhejiang Communications Finance,and upon completion of the Capital Contribution Agreement, the Company will beneficially own a 35% equity interestin Zhejiang Communications Finance.

LISTING RULES IMPLICATIONS

As at the date of this announcement, Communications Group holds approximately 67% of the issued share capital ofthe Company. By virtue of this shareholding interest, Communications Group is a substantial shareholder (asdefined under the Listing Rules) of the Company. As at the date of this announcement, Communications Group alsoholds approximately 75% of the issued share capital of each of Ningbo Expressway Co. and Taizhou Expressway Co.and 60% of the issued share capital of Zhejiang Communications Finance. Therefore, each of the ExistingShareholders and Zhejiang Communications Finance is a connected person of the Company and as a result, thetransaction contemplated under the Capital Contribution Agreement constitutes a connected transaction for theCompany under Chapter 14A of the Listing Rules. As each of the applicable percentage ratios in respect of theCapital Contribution is less than 5%, the Capital Contribution is subject to the reporting and announcementrequirements but is exempt from the independent shareholders' approval requirement under Chapter 14A of theListing Rules. CONNECTED TRANSACTION On 30 March 2013, the Company entered into the Capital Contribution Agreement with Zhejiang Communications Financeand the Existing Shareholders pursuant to which the Company conditionally agreed to contribute an amount ofRMB280,000,000 (equivalent to approximately HK$345,679,010), by way of cash, into the equity capital of ZhejiangCommunications Finance. The principal terms of the Capital Contribution Agreement are set out below: Date 30 March 2013 Parties (i) Communications Group(ii) Ningbo Expressway Co.(iii) Taizhou Expressway Co.(iv) the Company(v) Zhejiang Communications Finance

Capital Contribution

Pursuant to the Capital Contribution Agreement, the Company conditionally agreed to contribute an amount ofRMB280,000,000 (equivalent to approximately HK$345,679,010), by way of cash, into the equity capital of ZhejiangCommunications Finance. In addition, pursuant to the Capital Contribution Agreement, Communications Group conditionally agreed tocontribute further capital in the amount of RMB20,000,000 (equivalent to approximately HK$24,691,358), by way ofcash, into the equity capital of Zhejiang Communications Finance. The other Existing Shareholders, being NingboExpressway Co. and Taizhou Expressway Co., have agreed to give up their rights to contribute further capital intoZhejiang Communications Finance and have agreed to the capital contributions proposed to be made by the Companyand Communications Group pursuant to the Capital Contribution Agreement.

The Company plans to use its internal resources to fund the Capital Contribution.

Basis of consideration

The amount of the Capital Contribution was determined based on the par value of the capital of ZhejiangCommunications Finance, with reference to the total net asset value of Zhejiang Communications Finance ofRMB495,632,545 as at 31 December 2012 according to the audited financial statements of Zhejiang CommunicationsFinance prepared by its PRC auditor in accordance with generally accepted accounting principles in the PRC, andthe valuation prepared by Zhejiang Sinosky Assets Appraisal Co., Ltd., an independent valuer, pursuant to whichthe appraised value of the entire equity interest of Zhejiang Communications Finance as at 31 December 2012 wasRMB502,228,600.

Time for Capital Contribution

The Capital Contribution will be made by the Company within 20 Business Days after the effective date of theCapital Contribution Agreement.

Conditions precedent and effective date

Completion of the Capital Contribution Agreement is conditional upon approval of CBRC having been obtained inconnection with the Capital Contribution Agreement, and the Capital Contribution Agreement will become effectiveon the date on which it is approved by CBRC.

Right to appoint director

The Company will have the right to appoint director to the board of directors of Zhejiang Communications Financeand the Company plans to appoint one such director after completion of the Capital Contribution.

Governing law The laws of the PRC

REASONS FOR AND BENEFITS OF THE CAPITAL CONTRIBUTION

The Directors believe that the proposed Capital Contribution provides the Company with a valuable opportunity toacquire a significant equity interest in a non-banking financial institution approved by CBRC.

The Directors also believe that the prospects in the financial services sector in which Zhejiang CommunicationsFinance operates is promising, and the Company's participation in such business will develop together with theGroup's existing financial and securities businesses and is in line with the Company's overall businessdevelopment strategy. The Directors, including all of the independent non-executive Directors, consider that the transactionscontemplated under the Capital Contribution Agreement are fair and reasonable, on normal commercial terms and arein the interests of the Company and the Shareholders as a whole.

INFORMATION ON ZHEJIANG COMMUNICATIONS FINANCE

Zhejiang Communications Finance is a limited liability company incorporated in the PRC on 9 November 2012 andapproved by CBRC as a non-banking financial institution on 17 October 2012 with a registered capital of RMB500million as at the date of this announcement. Upon the incorporation of Zhejiang Communications Finance,Communications Group, Ningbo Expressway Co. and Taizhou Expressway Co. acquired 60%, 25% and 15% equity interestin Zhejiang Communications Finance respectively by contributing RMB300,000,000, RMB125,000,000 and RMB75,000,000,respectively, to the registered capital of Zhejiang Communications Finance. As at the date of this announcement,Zhejiang Communications Finance is owned as to 60%, 25% and 15% by Communications Group, Ningbo Expressway Co.and Taizhou Expressway Co. respectively. Zhejiang Communications Finance is a non-banking financial institution incorporated in the PRC and is principallyengaged in the business of providing financial services to the subsidiaries of Communications Group, including butnot limited to advising the subsidiaries of Communications Group in relation to financing, letters of credit andother agency services; authorised insurance agency businesses; providing guarantees, accepting and discountingcommercial notes, arranging for loans and financial leases, and receiving deposits of the subsidiaries ofCommunications Group. For the year ended 31 December 2012, Zhejiang Communications Finance recognised a net lossof RMB5,703,589 before tax and extraordinary items and a net loss of RMB4,367,455 after tax and extraordinaryitems based on its audited financial statements for that year prepared by its PRC auditor in accordance withgenerally accepted accounting principles in the PRC. Immediately after the Capital Contribution is completed, the registered capital of Zhejiang Communications Financewill be increased from RMB500 million to RMB800 million. Details of percentage shareholding of ZhejiangCommunications Finance immediately before and after the Capital Contribution is completed are as follows: Percentage of holding Percentage of holding in the issued share capital of in the issued share capital of Zhejiang Communications Zhejiang Communications Finance immediately prior Finance immediately after to the Capital Contribution the Capital Contribution Name of shareholders is completed is completed Company - 35% Communications Group 60% 40% Ningbo Expressway Co. 25% 15.625% Taizhou Expressway Co. 15% 9.375%

INFORMATION ON THE COMPANY AND THE EXISTING SHAREHOLDERS

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. It is principally engaged in investingin, developing and operating high-grade roads in the PRC. The Group also carries on certain other businesses suchas automobile servicing, operation of gas stations and billboard advertising along expressways, as well assecurities related business. Communications Group is a wholly state-owned enterprise established in the PRC on 29 December 2001 and isprincipally engaged in a diverse range of businesses, including investment, operations, maintenance, tollcollection and ancillary services of expressways, construction and building of transportation project, ocean andcoastal transport, as well as real estate. Ningbo Expressway Co. is a limited liability company incorporated in the PRC and a 75% owned subsidiary ofCommunications Group and is principally engaged in the operation and management of the Ningbo section of theNingbo-Taizhou-Wenzhou expressway. Taizhou Expressway Co. is a limited liability company incorporated in the PRC and a 75% owned subsidiary ofCommunications Group and is principally engaged in the operation and management of the Taizhou section of theNingbo-Taizhou-Wenzhou expressway.

LISTING RULES IMPLICATIONS

As at the date of this announcement, Communications Group holds approximately 67% of the issued share capital ofthe Company. By virtue of this shareholding interest, Communications Group is a substantial shareholder (asdefined under the Listing Rules) of the Company. As at the date of this announcement, Communications Group alsoholds approximately 75% of the issued share capital of each of Ningbo Expressway Co. and Taizhou Expressway Co.and 60% of the issued share capital of Zhejiang Communications Finance. Therefore, each of the ExistingShareholders and Zhejiang Communications Finance is a connected person of the Company and as a result, thetransaction contemplated under the Capital Contribution Agreement constitutes a connected transaction for theCompany under Chapter 14A of the Listing Rules. As each of the applicable percentage ratios in respect of theCapital Contribution is less than 5%, the Capital Contribution is subject to the reporting and announcementrequirements but is exempt from the independent shareholders' approval requirement under Chapter 14A of theListing Rules. None of the Directors has any material interest in the transactions contemplated under the Capital ContributionAgreement or is required to abstain from voting on the relevant board resolution approving the CapitalContribution Agreement and the transactions contemplated thereunder. 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 proposed capital contribution by

the Company in the amount of

RMB280,000,000 (equivalent to

approximately HK$345,679,010), by way of cash,

into the equity capital of Zhejiang

Communications Finance pursuant to the

Capital Contribution Agreement; "Capital Contribution the agreement dated 30 March 2013

entered into between the Company, Zhejiang

Agreement" Communications Finance and the

Existing Shareholders, pursuant which the

Company conditionally agreed to make a

capital Contribution in the amount of

RMB280,000,000 (equivalent to

approximately HK$345,679,010), by way of cash,

into the equity capital of Zhejiang Communications Finance; "CBRC" China Banking Regulatory Commission of the PRC; "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; "Directors" directors of

the Company; "Existing Shareholders" Communications Group, Ningbo

Expressway Co. and Taizhou Expressway Co., being

the existing shareholders of Zhejiang

Communications Finance as at the date

of this announcement; "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; "HK$" Hong Kong dollars, the lawful currency

of Hong Kong; "Hong Kong" the Hong

Kong Special Administrative Region of

the PRC;

"Listing Rules" the Rules Governing the Listing of

Securities on the Stock Exchange;

"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;

"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 and owned as to 60%, 25% and 15% by

Communications Group, Ningbo

Expressway Co. and Taizhou Expressway Co.

respectively as at the date of this announcement. In this announcement, the translation of RMB into HK$ is based on the exchange rate of HK$1 to RMB0.81. Suchconversion shall not be construed as a representation that amounts in RMB were or may have been converted intoHK$ using such exchange rate or any other exchange rate or at all. On behalf of the Board ZHEJIANG EXPRESSWAY CO., LTD. ZHAN Xiaozhang Chairman Hangzhou, PRC, 30 March 2013 As of the date of this announcement, the executive directors of the Company are: Mr. ZHAN Xiaozhang, Ms. LUOJianhu and Mr. DING Huikang; the non-executive directors of the Company are: Mr. LI Zongsheng, Mr. WANG Weili andMr. WANG Dongjie; and the independent non-executive directors of the Company are: Mr. ZHANG Junsheng, Mr. ZHOU Junand Mr. PEI Ker-Wei.