Discloseable and Connected Transactions

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibilityfor the contents of this announcement, make no representation as to its accuracy or completeness andexpressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon thewhole 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)

DISCLOSEABLE AND CONNECTED TRANSACTIONS IN RELATION TO ACQUISITION OF AN AGGREGATE 76.55% EQUITY INTERESTIN ZHEJIANG JINHUA YONGJIN EXPRESSWAY CO., LTD.

DISCLOSEABLE AND CONNECTED TRANSACTIONS

On 20 March 2013, the Company entered into the Communications Group Agreement with Communications Grouppursuant to which the Company conditionally agreed to purchase from Communications Group a 66.283% equityinterest in the Target Company held by Communications Group at a cash consideration of RMB655,356,327(equivalent to approximately HK$809,081,885). On the same date, the Company entered into the Yiwu Agreement with Yiwu Development pursuant to which theCompany conditionally agreed to purchase from Yiwu Development a 10.267% equity interest in the TargetCompany held by Yiwu Development at a cash consideration of RMB101,512,354 (equivalent to approximatelyHK$125,323,894). As the Company currently owns a 23.45% equity interest in the Target Company, uponcompletion of both Acquisition Agreements, the Company will beneficially own the entire equity interest inthe Target Company.

EXEMPT CONNECTED TRANSACTIONS AND CONTINUING CONNECTED TRANSACTIONS

As at the date of this announcement, the Target Company is a party to each of the Ancillary Agreements.Upon completion of the Communications Group Agreement, the Target Company will enter into the New AncillaryAgreements in replacement of the respective existing Ancillary Agreements (other than the Maintenance WorkAgreement which will continue and the Road Clearance and Emergency Service Agreement which will terminate).By virtue of the counterparties of each of the New Ancillary Agreements and the Maintenance Work Agreementbeing subsidiaries (and hence associates) of Communications Group, the New Ancillary Agreements and theMaintenance Work Agreement will each constitute a continuing connected transaction for the Company underChapter 14A of the Listing Rules. As each of the applicable percentage ratios under the Listing Rules forthe New Ancillary Agreements and the Maintenance Work Agreement, individually or in aggregate, is less than0.1%, such transactions are exempt from the reporting, announcement, annual review and independentshareholders' approval requirements under Chapter 14A of the Listing Rules. As at the date of this announcement, the Target Company is a party to each of the Loan Agreements and theCredit Agreement pursuant to which (in the case of the Loan Agreements) Communications Group agreed toentrust Zhejiang Communications Financial to provide, and (in the case of the Credit Agreement) ZhejiangCommunications Financial agreed to provide, to the Target Company the Loans in the total maximum amount ofRMB410,000,000 (equivalent to approximately HK$506,172,840). As at the date of this announcement, the TargetCompany has utilised the full amount of the Loans under the Loan Agreements and the Credit Agreement. Upon completion of the Acquisitions, the Target Company will become a wholly-owned subsidiary of theCompany and the Loan Agreements and the Credit Agreement will constitute a connected transaction for theCompany under Chapter 14A of the Listing Rules. As the Loan Agreements and the Credit Agreement willconstitute financial assistance provided by a connected person for the benefit of a wholly-owned subsidiaryof the Company on normal commercial terms where no security over the assets of the Target Company isgranted in respect of the Loan Agreements or the Credit Agreement, the transactions thereunder are exemptfrom the reporting, announcement, annual review and independent shareholders' approval requirements underChapter 14A of the Listing Rules.

LISTING RULES IMPLICATIONS

As at the date of this announcement, Communications Group holds approximately 67% of the issued sharecapital of the Company. By virtue of this shareholding interest, Communications Group is a substantialshareholder (as defined in the Listing Rules) of the Company. Therefore, Communications Group is a connectedperson of the Company and as a result, the Communications Group Agreement constitutes a connectedtransaction for the Company under Chapter 14A of the Listing Rules. Under the terms of the Yiwu Agreement,completion of the Yiwu Agreement is conditional upon, among other things, the prior completion of theCommunications Group Agreement (but not vice versa). Accordingly, although Yiwu Development is anIndependent Third Party, Yiwu Development is also treated as a connected person of the Company and the YiwuAgreement also constitutes a connected transaction for the Company under Chapter 14A of the Listing Rules.As the relevant percentage ratio for the Acquisitions is over 5% but less than 25% (with the considerationunder the Acquisitions Agreements being, whether individually or in aggregate, more than HK$10,000,000),the Acquisitions also constitute discloseable transactions for the Company under Chapter 14 of the ListingRules. On the above basis, the Acquisitions are subject to the reporting, announcement and independentshareholders' approval requirements under Chapter 14A of the Listing Rules applicable to connectedtransactions, and the reporting and announcement requirements under Chapter 14 of the Listing Rulesapplicable to discloseable transactions. In view of the interest of Communications Group in the Acquisition Agreements, Communications Group and itsassociates will abstain from voting at the general meeting to be convened by the Company to, among others,consider and approve the resolutions in relation to the Acquisition Agreements and the transactioncontemplated thereunder. GENERAL The Company will put forward, among other things, ordinary resolutions to approve the Communications GroupAcquisition and the Yiwu Acquisition, at a general meeting to be convened by the Company for theIndependent Shareholders' consideration and approval. An Independent Board Committee has been formed to consider the Acquisitions, and ABCI Capital Limited hasbeen appointed as the Company's independent financial adviser to advise the Independent Board Committee andthe Independent Shareholders as to whether the terms of the Acquisitions are fair and reasonable andwhether the Acquisitions are in the interests of the Company and the Shareholders as a whole. A circular containing, among other things, (i) details of the Acquisitions, (ii) a letter from theIndependent Board Committee to the Independent Shareholders regarding the Acquisitions, (iii) a letter ofadvice from the independent financial adviser to the Independent Board Committee and the IndependentShareholders regarding the Acquisitions, and (iv) a notice of general meeting, is expected to be dispatchedto the Shareholders on or before 12 April 2013.

DISCLOSEABLE AND CONNECTED TRANSACTIONS

1. Communications Group Agreement

Date 20 March 2013 Parties Vendor: Communications GroupPurchaser: The Company

Target interest to be acquired

66.283% equity interest in the Target Company

Consideration and payment terms

The consideration for the 66.283% equity interest in the Target Company is RMB655,356,327 (equivalent toapproximately HK$809,081,885), and will be payable by the Company in cash within 5 business days after theeffective date of the Communications Group Agreement.

Consideration adjustment

The consideration payable by the Company under the Communications Group Agreement was determined on theassumption that the toll collection rights period of the Ningbo-Jinhua Expressway as finally approved willbe 25 years. As at the date of the Communications Group Agreement and the date of this announcement, thetoll collection rights period of the Ningbo-Jinhua Expressway is pending final approval by the relevant PRCgovernmental authorities. It is expected that such approval will be granted before 31 December 2013 and inthe event that the toll collection rights period of the Ningbo-Jinhua Expressway as finally approved isdifferent from 25 years, Communications Group and the Company have agreed to enter into a supplementalagreement to adjust downward the consideration with reference to the valuation of the Target Company to becarried out by the PRC Domestic Valuer (please see paragraph 3 "Basis of consideration" below) taking intoaccount the difference of the toll collection rights period.

Conditions precedent

Completion of the Communications Group Agreement is conditional upon:

(1) approval of the Communications Group Agreement by the Board and the board of directors of Communications

Group having been obtained;

(2) approval by the Company's Independent Shareholders of the Communications Group Acquisition having been

obtained in accordance with the Listing Rules; and

(3) approval of the Zhejiang SASAC having been obtained in connection with the Communications Group

Agreement.

Completion of the Communications Group Agreement is not conditional upon the completion of the Yiwu Agreement.

If any of the above conditions shall not have been fulfilled on or before 31 December 2013, either party isentitled to terminate the Communications Group Agreement by giving written notice to the other party.

As at the date of this announcement, the condition under paragraph (1) above has been satisfied.

Effective date The Communications Group Agreement will become effective upon satisfaction of all the conditions mentionedunder "Conditions precedent" above. The parties have agreed, however, that if at any time after theCommunications Group Agreement becomes effective any relevant PRC governmental department with authorityover the agreement seeks to revoke such agreement so as to render performance of the Communications GroupAgreement impossible, the parties will terminate the Communications Group Agreement and CommunicationsGroup will be required to repay all amounts already paid by the Company under this agreement together withinterest at the prevailing bank lending interest rate promulgated by the People's Bank of China for thesame period. Capital injection The parties have agreed that, within 120 days after the completion of the Communications Group Agreement,the Company will inject additional capital into the Target Company. The Company plans to make a capitalinjection of up to RMB1,400,000,000 into the Target Company so that the Target Company will apply suchcapital to fully repay its interest-bearing loans (including, but not limited to, the Loans under the LoanAgreements and the Credit Agreement to the Communications Group). The Company plans to use its internalresources to fund such capital injection.

New Ancillary Agreements

The parties have agreed that, upon completion of the Communications Group Agreement, the Target Companyshall enter into the New Ancillary Agreements which shall replace and supersede the existing AncillaryAgreements (other than the Maintenance Work Agreement which will continue and the Road Clearance andEmergency Service Agreement which will terminate). Governing law The laws of the PRC 2. Yiwu Agreement Date 20 March 2013 Parties Vendor: Yiwu DevelopmentPurchaser: The Company

Target interest to be acquired

10.267% equity interest in the Target Company

Consideration and payment terms

The consideration for the 10.267% equity interest in the Target Company is RMB101,512,354 (equivalent toapproximately HK$125,323,894), and will be payable by the Company in cash within 5 business days after theeffective date of the Yiwu Agreement.

Consideration adjustment

The consideration payable by the Company under the Yiwu Agreement was determined on the assumption that thetoll collection rights period of the Ningbo- Jinhua Expressway as finally approved will be 25 years. As atthe date of the Yiwu Agreement and the date of this announcement, the toll collection rights period of theNingbo-Jinhua Expressway is pending final approval by the relevant PRC governmental authorities. It isexpected that such approval will be granted before 31 December 2013 and in the event that the tollcollection rights period of the Ningbo-Jinhua Expressway as finally approved is different from 25 years,Yiwu Development and the Company have agreed to enter into a supplemental agreement to adjust downward theconsideration with reference to the valuation of the Target Company to be carried out by the PRC DomesticValuer (please see paragraph 3 "Basis of consideration" below) taking into account the difference of thetoll collection rights period.

Conditions precedent

Completion of the Yiwu Agreement is conditional upon:

(1) the Communications Group Agreement becoming unconditional in accordance with its terms and its prior

completion;

(2) approval of the Yiwu Agreement by both the Board and the board of directors of Yiwu Development having

been obtained;

(3) the approval by the Company's Independent Shareholders of the Yiwu Acquisition having been obtained in

accordance with the Listing Rules and approval of the Yiwu Acquisition by the shareholders of Yiwu

Development; and

(4) approval of the Zhejiang SASAC having been obtained in connection with the Yiwu Agreement.

If any of the above conditions shall not have been fulfilled on or before 31 December 2013, either party isentitled to terminate the Yiwu Agreement by giving written notice to the other party.

As at the date of this announcement, the condition under paragraph (2) above has been satisfied.

Effective date The Yiwu Agreement will become effective upon satisfaction of all the conditions mentioned under "Conditionsprecedent" above. The parties have agreed, however, that if at any time after the Yiwu Agreement becomeseffective any relevant PRC governmental department with authority over the agreement seeks to revoke suchagreement so as to render performance of the Yiwu Agreement impossible, the parties will terminate the YiwuAgreement and Yiwu Development will be required to repay all amounts already paid by the Company under thisagreement together with interest at the prevailing bank lending interest rate promulgated by the People'sBank of China for the same period. Governing law The laws of the PRC 3. Basis of consideration The consideration of RMB655,356,327 (equivalent to approximately HK$809,081,885) under the CommunicationsGroup Agreement and RMB101,512,354 (equivalent to approximately HK$125,323,894) under the Yiwu Agreementwere determined based on arm's length negotiations between the Company and Communications Group and YiwuDevelopment, respectively. A number of factors were considered by the parties when determining the consideration of the CommunicationsGroup Agreement and the Yiwu Agreement, including, amongst others, the Valuation Report prepared by JonesLang LaSalle, as well as the PRC Valuation Report prepared by the PRC Domestic Valuer and commissioned bythe Communications Group pursuant to the requirements of Zhejiang SASAC and relevant PRC laws andregulations. The Company relied on the Valuation Report when determining the consideration under the AcquisitionAgreements, pursuant to which the appraised value of the entire equity interest of the Target Company as at30 September 2012 was RMB1,026,000,000. The Communications Group relied instead on the PRC Valuation Reportwhen determining the consideration under the Communications Group Agreement, pursuant to which theappraised value of the entire equity interest of the Target Company as at 30 September 2012 wasRMB988,700,000. The Company did not appoint the PRC Domestic Valuer, nor was the Company involved in thepreparation of the PRC Valuation Report. The Company and Communications Group and Yiwu Development thenagreed on the final consideration payable under the Acquisition Agreements following arm's lengthnegotiations. The Acquisitions constitute a transfer of State-owned assets in the PRC and therefore require the approvalby the Zhejiang SASAC in accordance with the relevant PRC laws and regulations. As at the date of thisannouncement, the PRC Valuation Report commissioned by the Communications Group has been submitted toZhejiang SASAC for registration.

4. Principal assumptions for the income approach adopted for the Valuation Report

The appraised value of the entire equity interest of the Target Company under the Valuation Report wasprepared using the income approach based on the discounted cash flow method. As a result, such valuationconstitutes a profit forecast under Rule 14.61 of the Listing Rules. Therefore, this announcement issubject to the requirements under Rules 14.60A and 14.62 of the Listing Rules in relation to profitforecast. As required under Rule 14.62(1) of the Listing Rules, details of the key assumptions used in determiningthe value of the entire equity interest in the Target Company upon which the Valuation Report was issuedare set out below:

-- The projected business of the Target Company can be achieved with the effort of the management of

the Company.

-- In order to realise the growth potential of the business of the Target Company and maintain a

competitive edge, additional manpower, equipment and facilities are necessary to be employed and

that the facilities and systems of the Target Company are sufficient for future expansion.

-- There will be no material change in the existing political, legal, technological, fiscal or economic

conditions, which might adversely affect the business of the Target Company.

-- The operational and contractual terms stipulated in the relevant contracts and agreements of the

Target Company will be honoured.

-- Copies of the operating licences and company incorporation documents provided to Jones Lang LaSalle

by the Target Company are reliable and legitimate.

-- Natural weather can have an impact on toll roads, including flooding and other types of extreme

weather, which may force toll roads to close, and that no extended closure will occur to the toll

roads managed by the Target Company.

-- The accuracy of the financial and operational information provided to Jones Lang LaSalle by the

Target Company. -- The capital structure of the Target Company will not change.

-- Share capital injections and shareholder's loans will be made to the Target Company when necessary.

Deloitte, acting as the reporting accountants of the Company, has examined the calculations of thediscounted future estimated cash flows in which the Valuation Report is based, which do not involve theadoption of accounting policies in its preparation. The Directors confirm that the valuation of the entire equity interest of the Target Company in theValuation Report, which constitutes a profit forecast under Rule 14.61 of the Listing Rules, has been madeafter due and careful enquiry.

A letter from Deloitte in compliance with Rule 14.62(2) of the Listing Rules and a letter from the Board incompliance with Rule 14.62(3) of the Listing Rules are included in the Appendices to this announcement.

As at the date of this announcement, Deloitte (certified public accountants) does not have any shareholding,directly or indirectly, in any member of the Group or any right (whether legally enforceable or not) tosubscribe for or to nominate person to subscribe for securities in any member of the Group.

To the best of the Directors' knowledge, information and belief, Deloitte is an Independent Third Party.

Deloitte has given and has not withdrawn its written consent to the publication of this announcement withinclusion of its report and all references to its name in the form and context in which it is included.

5. Original cost of the 66.283% and the 10.267% equity interest in the Target Company to Communications

Group and Yiwu Development respectively

Upon establishment of Jinhua Jinyong Investments (the predecessor of the Target Company) in February 2002,its registered capital was RMB200,000,000.

In September 2002, Communications Group acquired a 58.33% equity interest in Jinhua Jinyong Investments bycontributing RMB280,000,000 to the increased registered capital of Jinhua Jinyong Investments ofRMB480,000,000. In September 2003, the name of Jinhua Jinyong Investments was changed to its present name.In September 2004, the Target Company's registered capital was increased by RMB80,000,000 and, not havingmade any further capital contribution to the Target Company, the equity interest in the Target Companyowned by Communications Group was consequently diluted to 50%. In April 2005, the Target Company'sregistered capital was further increased to RMB800,000,000 and, not having made any further capitalcontribution to the Target Company, the equity interest in the Target Company owned by Communications Groupwas further diluted to 35%. In March 2007, the Company acquired 23.45% equity interest in the TargetCompany from two former shareholders of the Target Company at a total consideration of RMB281,400,000. InFebruary 2009, Communications Group acquired a 30% equity interest in the Target Company from a formershareholder of the Target Company at a consideration of RMB240,000,000. In June 2010, Communications Groupacquired a 1.283% equity interest in the Target Company by contributing RMB7,655,000 to the increasedregistered capital of the Target Company of RMB900,000,000. Upon establishment of Jinhua Jinyong Investments (the predecessor of the Target Company) in February 2002,Yiwu Investments (the predecessor of Yiwu Operations) acquired a 33% equity interest in Jinhua JinyongInvestments by contributing RMB66,000,000 to its registered capital. In September 2004, Yiwu Investments(the predecessor of Yiwu Operations) made a further capital contribution of RMB26,400,000 to the TargetCompany. In April 2009, the name of Yiwu Investments was changed to its present name and in the same year,Yiwu Operations transferred its capital contributions in the Target Company in the total amount ofRMB92,400,000 to Yiwu Development. The registered capital of the Target Company was increased as describedabove and, not having made any further capital contribution to the Target Company, the equity interest inthe Target Company owned by Yiwu Development was consequently diluted to 10.267%.

INFORMATION ON THE TARGET COMPANY

The Target Company is a limited liability company incorporated in the PRC on 8 February 2002 and with aregistered capital of RMB900,000,000 as at the date of this announcement. As at the date of thisannouncement, the Target Company is owned as to 66.283%, 23.45% and 10.267% by Communications Group, theCompany and Yiwu Development respectively. The Target Company is principally engaged in the operation and management of the Jinhua Section of theNingbo-Jinhua Expressway. The Ningbo-Jinhua Expressway is a branch line of the Shenyang-Haikou Expresswaywithin the State expressway network linking the eastern and western parts of Zhejiang Province, connectingto Hangjinqu Expressway and Ningbo Loop Expressway. Jinhua Section of the Ningbo- Jinhua Expressway, underthe Target Company's operation, is a dual four-lane expressway located in Chengzhou City, Dongyang City,Yiwu City and Jinhua City of Zhejiang Province with a total length of approximately 69.7km. As at the dateof this announcement, the toll collection rights period of the Ningbo-Jinhua Expressway has not beenfinally approved by the relevant governmental authorities and in accordance with the relevant expresswayregulations in the PRC, the toll collection rights period of an expressway shall not be more than 25 years.Based on information provided by the Target Company, in 2012, the Jinhua Section of the Ningbo-JinhuaExpressway recorded an average daily traffic volume of 12,084 in full-trip equivalents, while toll incomeamounted to RMB231,480,990 according to audited financial statements of the Target Company prepared inaccordance with generally accepted accounting principles in the PRC by the PRC statutory auditor of theTarget Company. The net asset value of the Target Company based on its audited financial statements for the years ended 31December 2011 and 2012 prepared in accordance with generally accepted accounting principles in the PRC bythe PRC statutory auditor of the Target Company are set out below: As at 31 December 2011 2012 RMB'000 RMB'000 (audited) (audited) Net asset value 669,588 650,883 ========= ========= The net profit/(loss) before and after tax and extraordinary items of the Target Company based on itsaudited financial statements for the years ended 31 December 2011 and 2012 prepared in accordance withgenerally accepted accounting principles in the PRC by the PRC statutory auditor of the Target Company areset out below: For the year ended 2011 2012 RMB'000 RMB'000 (audited) (audited)

net profit/(loss) before tax and

extraordinary items -28,108 -18,704net profit/(loss) after tax and extraordinary items -28,108 -18,704 EFFECT OF THE ACQUISITIONS Upon completion of both the Communications Group Acquisition and the Yiwu Acquisition, the Company willbeneficially own the entire equity interest in the Target Company. In the event that only the CommunicationsGroup Acquisition is completed, the Company will beneficially own in aggregate 89.733% of the TargetCompany's equity interest. In each case (assuming at least the Communications Group Acquisition iscompleted), the Target Company will become a subsidiary of the Company and the accounts of the TargetCompany will be consolidated into the accounts of the Company.

REASONS FOR AND BENEFITS OF THE ACQUISITIONS

After completion of the Acquisitions, the total length of expressways managed by the Company will increasefrom approximately 389.60km to approximately 459.35km. The main businesses of the Company will be enhancedthrough the Acquisitions which help to increase the market share and competitive strength of the Company inZhejiang Province. The Jinhua Section of Ningbo-Jinhua expressway connects with the Shaoxing Section ofNingbo-Jinhua Expressway (which is managed by Shengxin Expressway Co., Ltd., in which the Company currentlyowns 50% equity interest), and crosses with the Shangsan Expressway managed by the Company. The Directorsbelieve that the Acquisitions will facilitate the Company to better utilise its experience and advantagesin toll operation and to complement the Company's existing network of expressways, and are in line with theCompany's development strategy. The terms of the Communications Group Agreement and the Yiwu Agreement were arrived at after arm's lengthnegotiations between the Company and Communications Group and between the Company and Yiwu Development,respectively, and are on normal commercial terms, taking into account various factors and with reference tothe Valuation Report commissioned by the Company and the PRC Valuation Report commissioned by theCommunications Group. The Directors (excluding the members of the Independent Board Committee, the opinionof which will be set out in the Circular after taking into account the independent financial adviser'sadvice to be set out in the Circular) consider that the terms of the Acquisitions are fair and reasonableand in the interests of the Company and the Shareholders as a whole.

INFORMATION ON THE COMPANY, COMMUNICATIONS GROUP AND YIWU DEVELOPMENT

The Company is a joint stock company established under the laws of the PRC with limited liability on 1March 1997, the H Shares of which are listed on the Main Board of the Stock Exchange. It is principallyengaged in investing in, developing and operating high-grade roads in the PRC. The Group also carries oncertain other businesses such as automobile servicing, operation of gas stations and billboard advertisingalong expressways, as well as securities 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 and coastal transport, as well as real estate. Based on information provided by Yiwu Development to the Company, Yiwu Development is a limited liabilitycompany incorporated in the PRC in April 2009 and is principally engaged in the businesses of logistics,passenger and freight carriage, construction and development of roads as well as airport management. YiwuDevelopment is an Independent Third Party.

EXEMPT CONNECTED TRANSACTIONS AND NEW CONTINUING CONNECTED TRANSACTIONS

1. New Continuing Connected Transactions

As at the date of this announcement, the Target Company is a party to each of the Ancillary Agreements.Since the terms of the existing Ancillary Agreements (other than the Maintenance Work Agreement) do notconform with the requirements of Chapter 14A of the Listing Rules relating to continuing connectedtransactions, including that they must be on normal commercial terms, it is proposed that, upon completionof the Communications Group Agreement, the Road Clearance and Emergency Service Agreement will terminateand the Target Company will enter into the New Ancillary Agreements (which comply with the relevant ListingRules requirements) to replace and supersede the existing Ancillary Agreements (other than the MaintenanceWork Agreement which will continue and the Road Clearance and Emergency Service Agreement which willterminate). By virtue of the counterparties of each of the New Ancillary Agreements and the MaintenanceWork Agreement being subsidiaries (and hence associates) of Communications Group, the New AncillaryAgreements and the Maintenance Work Agreement would have each constituted a continuing connectedtransaction for the Company under Chapter 14A of the Listing Rules. As each of the applicable percentageratios under the Listing Rules for the New Ancillary Agreements and the Maintenance Work Agreementindividually or in aggregate is less than 0.1%, such transactions are exempt from the reporting,announcement, annual review and independent shareholders' approval requirements under Chapter 14A of theListing Rules.

A brief description of the Maintenance Work Agreement and each New Ancillary Agreement is set out below:

Maintenance Work Agreement

As at the date of this announcement, the Target Company is a party to the Maintenance Work Agreement inconnection with the provision by Zhejiang Shunchang of certain maintenance work in respect of the JinhuaSection of the Ningbo-Jinhua Expressway to the Target Company. The Maintenance Work Agreement has a term ofthree years from 1 January 2013 to 31 December 2015 and the Target Company has agreed to pay an annual feeof RMB5,366,206 (or RMB16,098,618 for all three years) for the maintenance work performed over this period.

New Service Area Operation Agreement

Upon completion of the Communications Group Agreement, the Target Company and Zhejiang CommunicationsInvestment will enter into the New Service Area Operation Agreement, in connection with the operation inthe Dongyang Service Area, including, the provision of, among other things, petrol station services,catering services, supermarket services, vehicle repair services. The term of the New Service AreaOperation Agreement is for three years. Zhejiang Communications Investment will be entitled to 20% of theannual profits recognised by it through managing the Dongyang Service Area if the amount of such profits isnot more than RMB3,762,479, and 80% of any additional profits which is more than RMB3,762,479 in that year.The rest of the profits will be paid to the Target Company.

New Service Area Utilities Services Agreement

Upon completion of the Communications Group Agreement, the Target Company and Zhejiang CommunicationsInvestment will enter into the New Service Area Utilities Services Agreement, in connection with theprovision of utilities facilities and services in the Dongyang Service Area such as car park, washroom,lounge area. The term of the New Service Area Utilities Services Agreement is for three years. The TargetCompany will be required to pay an annual fee of RMB600,000 to Zhejiang Communications Investment for theservices provided under this agreement.

2. Loan Agreements and Credit Agreement

As at the date of this announcement, the Target Company is a party to each of the Loan Agreements and theCredit Agreement pursuant to which (in the case of the Loan Agreements) Communications Group agreed toentrust Zhejiang Communications Financial to provide, and (in the case of the Credit Agreement) ZhejiangCommunications Financial agreed to provide, to the Target Company the Loans in the total maximum amount ofRMB410,000,000 (equivalent to approximately HK$506,172,840) at an interest rate of (in the case of the LoanAgreements) 5.24% per annum and (in the case of the Credit Agreements) 5.40% per annum respectively. Theterm of the Loan Agreements is from 28 February 2013 to 10 August 2015 and they shall be repaid in full atthe end of the term. The term of the Credit Agreement is from 8 March 2013 to 7 March 2014 and it shallalso be repaid in full at the end of the term. The Target Company, with written consent of theCommunications Group, may prepay the Loan Agreements subject to the payment of applicable interests to becalculated on the basis of the actual number of days and the amount utilised under the Loan Agreements. TheTarget Company may also prepay the Credit Agreement after obtaining written consent of ZhejiangCommunications Financial and subject to the payment of applicable interests to be calculated on the basisof the actual number of days and the amount utilised under the Credit Agreement. The Loans were granted onthe credit of the Target Company and no security was granted by the Target Company to Communications Groupor Zhejiang Communications Financial to secure the Loans.

As at the date of this announcement, the Target Company has utilised the full amount of the Loans under theLoan Agreements and the Credit Agreement.

Upon completion of the Acquisitions, the Target Company will become a wholly- owned subsidiary of theCompany and the Loan Agreements and the Credit Agreement will constitute a connected transaction for theCompany under Chapter 14A of the Listing Rules. As the Loan Agreements and the Credit Agreement willconstitute financial assistance provided by a connected person for the benefit of a wholly-owned subsidiaryof the Company on normal commercial terms where no security over the assets of the Target Company isgranted in respect of the Loan Agreements or the Credit Agreement, the transactions thereunder are exemptfrom the reporting, announcement, annual review and independent shareholders' approval requirements underChapter 14A of the Listing Rules.

RELATIONSHIP BETWEEN THE PARTIES AND LISTING RULES IMPLICATIONS

As at the date of this announcement, Communications Group holds approximately 67% of the issued sharecapital of the Company. By virtue of this shareholding interest, Communications Group is a substantialshareholder (as defined in the Listing Rules) of the Company. Therefore, Communications Group is aconnected person of the Company and as a result, the Communications Group Agreement constitutes a connectedtransaction for the Company under Chapter 14A of the Listing Rules. Under the terms of the Yiwu Agreement,completion of the Yiwu Agreement is conditional upon, among other things, the prior completion of theCommunications Group Agreement (but not vice versa). Accordingly, although Yiwu Development is anIndependent Third Party, Yiwu Development is also treated as a connected person of the Company and the YiwuAgreement also constitutes a connected transaction for the Company under Chapter 14A of the Listing Rules.As the relevant percentage ratio for the Acquisitions is over 5% but less than 25% (with the considerationunder the Acquisition Agreements being, whether individually or in aggregate more than HK$10,000,000), theAcquisitions also constitute discloseable transactions for the Company under Chapter 14 of the Listing Rules. On the above basis, the Acquisitions are subject to the reporting, announcement and independentshareholders' approval requirements under Chapter 14A of the Listing Rules applicable to connectedtransactions, and reporting and announcement requirements under Chapter 14 of the Listing Rules applicableto discloseable transactions. In view of the interest of Communications Group in the Acquisition Agreements, Communications Group and itsassociates will abstain from voting at the general meeting to be convened by the Company to, among others,consider and approve the resolutions in relation to the Acquisition Agreements and the transactioncontemplated thereunder. GENERAL The Company will put forward, among other things, ordinary resolutions to approve the Communications GroupAcquisition and the Yiwu Acquisition, at a general meeting to be convened by the Company for the IndependentShareholders' consideration and approval. The Independent Board Committee comprising all the independent non-executive Directors, namely, Mr. ZhangJunsheng, Mr. Zhou Jun and Mr. Pei Ker-Wei, has been formed to consider the Acquisitions, and ABCI CapitalLimited has been appointed as the Company's independent financial adviser to advise the Independent BoardCommittee and the Independent Shareholders as to whether the terms of the Acquisitions are fair andreasonable and whether the Acquisitions are in the interests of the Company and the Shareholders as a whole. A circular containing, among other things, (i) details of the Acquisitions, (ii) a letter from theIndependent Board Committee to the Independent Shareholders regarding the Acquisitions, (iii) a letter ofadvice from the independent financial adviser to the Independent Board Committee and the IndependentShareholders regarding the Acquisitions, and (iv) the notice of general meeting, is expected to bedispatched to the Shareholders on or before 12 April 2013.

DEFINITIONS

In this announcement, unless the context specifies otherwise, the following defined expressions have thefollowing meanings: "Acquisitions" the proposed acquisitions by the Company

of a 66.283% and a 10.267% equity

interest in the Target Company from Communications Group and Yiwu Development, respectively, pursuant to the Acquisition Agreements "Acquisition Agreements" the Communications Group Agreement and the Yiwu Agreement "Ancillary Agreements" the Maintenance Work Agreement, the

Service Area Operation Agreement, the

Service Area Utilities Services Agreement and the Road Clearance and Emergency Service Agreement "associate(s)" has the meaning ascribed to it under the Listing Rules "Board" the Board of Directors "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

"Circular" the circular to be issued to the

Shareholders in connection with the

Acquisitions and a general meeting to be convened by the Company in accordance with the Listing Rules "Communications Group" Zhejiang Communications Investment Group

Co., Ltd., a wholly State-owned

enterprise established in the PRC, and the

controlling shareholder of the

Company "Communications Group the proposed sale and purchase of a

66.283% equity Acquisition" interest

Acquisition" in the Target Company pursuant to the

Communications Group Agreement

"Communications Group the agreement dated 20 March 2013 entered

into between the Company and

Agreement" Communications Group, pursuant to which

the Company conditionally agreed

to purchase from Communications Group a

66.283% equity interest in the

Target Company "Company" Zhejiang Expressway Co., Ltd., a joint

stock limited company incorporated

in the PRC with limited liability "Completion" completion of the Acquisition Agreements, or either of them (as the context may require) in accordance with their respective terms "connected person(s)" has the meaning ascribed to it under the Listing Rules "controlling shareholder" has the meaning ascribed to it under the Listing Rules "Credit Agreement" the agreement dated 8 March 2013 entered

into between the Target Company

and Zhejiang Communications Financial, pursuant to which Zhejiang Communications Financial provided to the Target Company a loan for the maximum amount of RMB70,000,000 during the term of the agreement "Deloitte" Deloitte Touche Tohmatsu, the auditors of the Company "Director(s)" the director(s) of the Company "Dongyang Service Area" the Dongyang service area of the Ningbo-Jinhua Expressway "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 "HK$" Hong Kong dollars, the lawful currency of Hong Kong

"Independent Board Committee" an independent committee of the Board comprising all independent

non-executive Directors, namely, Mr. Zhang

Junsheng, Mr. Zhou Jun and Mr.

Pei Ker-Wei "Independent Shareholders" Shareholders who are independent within the meaning of the relevant provisions of the Listing Rules, and, in

relation to the approval of the

Acquisitions at a general meeting to be

convened by the Company for such

purpose, means the Shareholders other than

Communications Group and its

associates "Independent Third Party" a party independent and not connected with the Company, any of its subsidiaries or any of their respective directors or substantial shareholders

"Jinhua Jinyong Investments" Zhejiang Jinhua Jinyong Expressway Construction Investments Co., Ltd.), a

limited liability company incorporated in

the PRC and the predecessor of

the Target Company "Jinhua Section of the the Jinhua section of the Ningbo-Jinhua

Expressway, starting from the

Ningbo-Jinhua Expressway" Bailingfeng Tunnel between Chengzhou City and Dongyang City and ending at

Hongtangfan, Fucun Town, Jindong District,

Jinhua City with a total length

of approximately 69.7km "Jones Lang LaSalle" Jones Lang LaSalle Corporate and Appraisal Advisory Limited, an independent valuer appointed by the Company "Listing Rules" Rules Governing the Listing of Securities on the Stock Exchange "Loans" two loans of a maximum amount of

RMB170,000,000 each granted by

Communications Group and Zhejiang

Communications Financial to the Target

Company pursuant to the Loan Agreements,

and one loan of a maximum amount

of RMB70,000,000 granted by Zhejiang

Communications Financial to the

Target Company pursuant to the Credit

Agreement

"Loan Agreements" two agreements both dated 28 February 2013

entered into among the Target

Company, Communications Group and Zhejiang

Communications Financial with

the same terms, pursuant to which

Communications Group entrusted Zhejiang

Communications Financial to provide to the

Target Company a loan for the

maximum amount of RMB170,000,000 under

each agreement during the term of

the agreement

"Maintenance Work Agreement" the agreement dated 28 December 2012 entered into between the Target

Company and Zhejiang Shunchang in

connection with the provision of certain

maintenance work in respect of the Jinhua

Section of the Ningbo-Jinhua

Expressway to the Target Company

"New Ancillary Agreements" the New Service Area Operation Agreement and the New Service Area Utilities

Services Agreement

"New Service Area Operation the agreement to be entered into between the Target Company and Zhejiang

Agreement" Communications Investment upon completion

of the Communications Group

Agreement, in connection with the

operation in the Dongyang Service Area,

including, the provision of, among other

things, petrol station services,

catering services, supermarket services,

vehicle repair services

"New Service Area Utilities the agreement to be entered into between the Target Company and Zhejiang

Services Agreement" Communications Investment upon completion

of the Communications Group

Agreement, in connection with the

provision of utilities facilities and

services in the Dongyang Service Area such

as car park, washroom, lounge

area

"Ningbo-Jinhua Expressway" the expressway (No. G1512) connecting Ningbo City, Shaoxing City and

Jinhua City of Zhejiang Province with a

total length of 185km

"percentage ratio" has the meaning ascribed to it under Rule

14.04(9) of the Listing Rules

"PRC" the People's Republic of China (for the

purpose of this announcement,

excludes Hong Kong, Macau and Taiwan) "PRC Domestic Valuer" the PRC qualified domestic valuer

appointed by the Communications Group

"PRC Valuation Report" the valuation report prepared by the PRC

Domestic Valuer and commissioned

by the Communications Group in respect of the Target Company "RMB" Renminbi, the lawful currency of the PRC "Road Clearance and the agreement dated 15 December 2011

entered into between the Target

Emergency Service Company and Zhejiang Communications

Hangjinqu Jinhua Management Office, in

Agreement" connection with the provision of certain

road clearance and emergency

service in respect of the Jinhua Section

of the Ningbo-Jinhua Expressway

to the Target Company

"Service Area Operation the agreement dated 30 December 2010 entered into between the Target

Agreement" Company and Zhejiang Communications

Investment, in connection with the

operation in the Dongyang Service Area,

including, the provision of, among

other things, petrol station services,

catering services, supermarket

services, vehicle repair services

"Service Area Utilities the agreement dated 30 December 2010 entered Services into between the

Agreement" Target Company and Zhejiang Communications

Investment, in connection with

the provision of utilities facilities and

services in the Dongyang Service

Area such as car park, washroom, lounge area "Shareholder(s)" holder(s) of the share(s) of the Company "Stock Exchange" The Stock Exchange of Hong Kong Limited "subsidiary(ies)" has the meaning ascribed to it under the Listing Rules "Target Company" Zhejiang Jinhua Yongjin Expressway Co.,

Ltd., a limited liability company

incorporated in the PRC and owned as to

66.283%, 23.45% and 10.267% by

Communications Group, the Company and Yiwu

Development respectively

"Valuation Report" the valuation report dated 19 March 2013

prepared by Jones Lang LaSalle

and commissioned by the Company in respect

of the Target Company

"Yiwu Acquisition" the proposed sale and purchase of a

10.267% equity interest in the Target

Company pursuant to the Yiwu Agreement "Yiwu Agreement" the agreement dated 20 March 2013 entered into between the Company and Yiwu Development, pursuant to which the

Company has conditionally agreed

to purchase from Yiwu Development a

10.267% equity interest in the Target

Company "Yiwu Development" Yiwu Communications Development Co., Ltd., a limited liability company incorporated in the PRC and an Independent Third Party "Yiwu Investments" Yiwu State-owned Assets Investments

Holdings Co., Ltd., a limited

liability company incorporated in the PRC and the predecessor of Yiwu Operations "Yiwu Operations" Yiwu State-owned Assets Operations Co.,

Ltd., a limited liability company

incorporated in the PRC and an Independent Third Party "Zhejiang Communications Zhejiang Communications Investment Group Financial Co., Ltd., a Financial" wholly-owned subsidiary of the Communications Group

"Zhejiang Communications Zhejiang Communications Investment Group Co., Ltd. Hangjinqu Branch Jinhua

Hangjinqu Jinhua Management Management Office, the Jinhua Management Office of the Hongjinqu Branch of

Office" Communications Group

"Zhejiang Communications Zhejiang Communications Investment Group Industrial Development Co., Ltd.,

Investment" a company incorporated in the PRC and a wholly-owned subsidiary of Communications Group "Zhejiang SASAC" State-owned Assets Supervision and

Administration Commission of the

People's Government of Zhejiang Province

of the PRC

"Zhejiang Shunchang" Zhejiang Shunchang High-grade Expressway

Maintenance Co., Ltd.), a company

incorporated in the PRC and an

indirectly-owned subsidiary of

Communications Group "%" per cent. In this announcement, the translation of RMB into HK$ is based on the exchange of rate of HK$1 to RMB0.81.Such conversion shall not be construed as a representation that amounts in RMB were or may have beenconverted into HK$ 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, 20 March 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. WANGWeili and Mr. WANG Dongjie; and the independent non-executive directors of the Company are: Mr. ZHANGJunsheng, Mr. ZHOU Jun and Mr. PEI Ker-Wei. In compliance with Rule 14.60A of the Listing Rules, the text of each of the letters from Deloitte to theDirectors confirming it has examined the calculations of the discounted future estimated cash flows for theValuation Report, and the letter from the Board confirming that the Valuation Report has been made afterdue and careful enquiry, both dated 20 March 2013, for the purpose of, among other things, inclusion inthis announcement are reproduced below:

APPENDIX I - LETTER FROM THE BOARD

Listing DivisionThe Stock Exchange of Hong Kong Limited11/F., One International Finance Centre,1 Harbour View Street, Central, Hong Kong

20 March 2013

Dear Sirs,

Discloseable and Connected Transactions - Acquisition of an aggregate 76.55% Equity Interest in the TargetCompany

We refer to the valuation report dated 19 March 2013 (the "Valuation Report") and prepared by Jones LangLaSalle Corporate and Appraisal Advisory Limited (the "Independent Valuer") in relation to the valuation ofthe entire equity interest of Zhejiang Jinhua Yongjin Expressway Co., Ltd. (the "Target Company"), thevaluation of which constitutes a profit forecast under Rule 14.61 of the Rules Governing the Listing ofSecurities on the Stock Exchange of Hong Kong Limited. We have reviewed and discussed the bases and assumptions upon which the valuation of the entire equityinterest of the Target Company has been made with the Independent Valuer, and reviewed the valuation forwhich the Independent Valuer is responsible. We have also considered the report from, Deloitte ToucheTohmatsu, dated 20 March 2013 regarding whether the discounted future estimated cash flows, so far as thecalculations are concerned, have been properly compiled in accordance with the bases and assumptions setout in the Valuation Report. We have noted that the discounted future estimated cash flows do not involvethe adoption of accounting policy. On the basis of the foregoing, we are of the opinion that Valuation Report and the valuation thereinprepared by the Independent Valuer have been made after due and careful enquiry. Yous faithfully, On behalf of the Board ZHEJIANG EXPRESSWAY CO., LTD. ZHAN Xiaozhang Chairman

APPENDIX II - LETTER FROM DELOITTE

Deloitte Touche Tohmatsu35/F One Pacific Place88 QueenswayHong KongTel: +852 2852 1600Fax: +852 2541 1911Email: [email protected]/cn 20 March 2013 The Board of DirectorsZhejiang Expressway Co., Ltd.12/F, Block A, Dragon Century Plaza1 Hangda RoadHangzhou City, Zhejiang ProvincePRC 310007 ACCOUNTANTS' REPORT ON CALCULATIONS OF DISCOUNTED FUTURE ESTIMATED CASH FLOWS IN CONNECTION WITH THEVALUATION OF THE ENTIRE EQUITY INTEREST OF ZHEJIANG JINHUA YONGJIN EXPRESSWAY CO., LTD., A 23.45% OWNEDASSOCIATE OF ZHEJIANG EXPRESSWAY CO., LTD. (THE "COMPANY") We have examined the calculations of the discounted future estimated cash flows on which the valuationprepared by Jones Lang LaSalle Corporate and Appraisal Advisory Limited dated 19 March 2013, in respect ofthe entire equity interest in Zhejiang Jinhua Yongjin Expressway Co., Ltd ("Yongjin Expressway"), a 23.45%owned associate of the Company, as at 30 September 2012 (the "Valuation") is based. Yongjin Expressway is acompany established in the PRC whose principal asset is the Jinhua section of the Ningbo-Jinhua Expressway.The Valuation based on the discounted future estimated cash flows is regarded as a profit forecast underRule 14.61 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the"Listing Rules") and will be included in an announcement dated 20 March 2013 to be issued by the Company inconnection with the acquisition of an aggregate 76.55% equity interest in Yongjin Expressway (the"Announcement").

Directors' responsibility for the discounted future estimated cash flows

The directors of the Company are responsible for the preparation of the discounted future estimated cashflows in accordance with the bases and assumptions determined by the directors and set out in theAnnouncement (the "Assumptions"). This responsibility includes carrying out appropriate procedures relevantto the preparation of the discounted future estimated cash flows for the Valuation and applying anappropriate basis of preparation; and making estimates that are reasonable in the circumstances.

Reporting accountants' responsibility

It is our responsibility to form an opinion on the arithmetical accuracy of the calculations of thediscounted future estimated cash flows on which the Valuation is based and to report solely to you, as abody, as required by Rule 14.62(2) of the Listing Rules, and for no other purpose. We do not assumeresponsibility towards or accept liability to any other person for the contents of this report. Our engagement was conducted in accordance with Hong Kong Standard on Assurance Engagements 3000 "AssuranceEngagements Other Than Audits or Reviews of Historical Financial Information" issued by the Hong KongInstitute of Certified Public Accountants. This standard requires that we comply with ethical requirementsand plan and perform the assurance engagement to obtain reasonable assurance on whether the discountedfuture estimated cash flows, so far as the calculations are concerned, have been properly compiled inaccordance with the Assumptions. Our work does not constitute any valuation of Yongjin Expressway. Because the Valuation relates to discounted future estimated cash flows, no accounting policies of theCompany have been adopted in its preparation. The Assumptions include hypothetical assumptions about futureevents and management actions which cannot be confirmed and verified in the same way as past results andthese may or may not occur. Even if the events and actions anticipated do occur, actual results are stilllikely to be different from the Valuation and the variation may be material. Accordingly, we have notreviewed, considered or conducted any work on the reasonableness and the validity of the Assumptions and donot express any opinion whatsoever thereon.

Opinion

Based on the foregoing, in our opinion, the discounted future estimated cash flows, so far as thecalculations are concerned, have been properly compiled, in all material respects, in accordance with theAssumptions. Deloitte Touche TohmatsuCertified Public AccountantsHong Kong