Proposed Spin-off and Separate Listing of Spinco

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 the wholeor 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) PROPOSED SPIN-OFF AND SEPARATE LISTING OF SPINCO ON THE SHANGHAI

STOCK EXCHANGE

Reference is made to the announcement of the Company dated 16 November 2012. As disclosed in the announcement,the Board proposes to spin-off SpinCo, an indirectly- owned subsidiary of the Company which carries on theGroup's securities related business (including but not limited to securities brokerage, investment banking,proprietary trading and asset management) in the PRC, and to seek a separate listing of its shares as A Shareson the Shanghai Stock Exchange. The Listing Committee of the Stock Exchange has agreed to grant a waiver to the Company from providing anassured entitlement to shares in SpinCo to the existing shareholders of the Company as required underParagraph 3(f) of Practice Note 15 of the Listing Rules on certain condition and has issued a confirmationto the Company that it may proceed with the Proposed Spin-Off. In April 2013, SpinCo made an application to the CSRC for the listing of its shares as A shares on the ShanghaiStock Exchange. On 3 May 2013, SpinCo received a notification issued by the CSRC that such application has beenaccepted for review and consideration by the CSRC.

The exact details of the Proposed Spin-off will be finalised at a later stage. Further announcements will bemade by the Company as and when appropriate in compliance with the Listing Rules.

Shareholders and public investors should note that there is no assurance as to whether or when the ProposedSpin-off will complete. As the Proposed Spin- off may or may not complete, Shareholders and publicinvestors are advised to exercise caution when dealing in the securities of the Company. INTRODUCTION Reference is made to the announcement of the Company dated 16 November 2012 (the "Previous Announcement"). Asdisclosed in the Previous Announcement, the Board proposes to spin-off SpinCo, an indirectly-ownedsubsidiary of the Company which carries on the Group's securities related business (including but notlimited to securities brokerage, investment banking, proprietary trading and asset management) in the PRC,and to seek a separate listing of its shares as A Shares on the Shanghai Stock Exchange.

Unless otherwise defined, capitalised terms used in this announcement shall have the same meanings as givento them in the Previous Announcement.

STOCK EXCHANGE WAIVER AND CONFIRMATION

The Listing Committee of the Stock Exchange has agreed to grant a waiver to the Company fromproviding an assured entitlement to shares in SpinCo to the existing shareholders of the Company as requiredunder Paragraph 3(f) of Practice Note 15 of the Listing Rules on the condition that the Company would includein an announcement: (i) the reasons for not providing assured entitlements to its shareholders; (ii) the legalrestriction under the PRC laws and regulations on providing the assured entitlement; and (iii) the view of theBoard on the implications of not providing the assured entitlement, and whether the Proposed Spin-off and thewaiver are fair and reasonable and in the interests of the Company and its Shareholders as a whole. According to the relevant PRC laws and regulations, the shares proposed to be offered by SpinCo and listed onthe Shanghai Stock Exchange are A Shares which are only available for subscription by investors within thePRC (excluding Hong Kong, Macau and Taiwan regions). Individual investors who are foreign natural persons cannot invest in the A Share market of the PRC. As toinstitutional investors, those who are foreign legal persons are not pemitted to invest in the A Sharemarket of the PRC other than as explicitly provided under the relevant PRC laws and regulations(that is, in the capacity of qualified foreign institutional investor or in accordance with theprovisions of the Administrative Measures for Foreign Investors' Strategic Investment in Listed Companies).Accordingly, there are legal impediments and it is not feasible to make available an assured entitlementto the shares in SpinCo to all the existing shareholders of the Company under the relevant PRC laws andregulations. The Board will form an independent board committee to advise the Shareholders on the implications of notproviding the assured entitlement and whether the Proposed Spin- off and the waiver are fair and reasonableand in the interests of the Company and its Shareholders as a whole. The Company will also appoint anindependent financial adviser in due course to advise the independent board committee and the Shareholdersin this regard. A further announcement will be made by the Company as and when the independent boardcommittee is formed and the independent financial adviser is appointed. Under Practice Note 15 of the Listing Rules, the Proposed Spin-off also requires the approvalfrom, among others, the Stock Exchange. The Company has received a confirmation from the Stock Exchangethat the Company may proceed with the Proposed Spin-Off.

LISTING APPLICATION OF SPINCO

In April 2013, SpinCo made an application to the CSRC for the listing of its shares as A shares on theShanghai Stock Exchange. On 3 May 2013, SpinCo received a notification issued by the CSRC that suchapplication has been accepted for review and consideration by the CSRC.

Background

SpinCo is a joint stock limited company incorporated in the PRC on 9 May 2002 and has a registeredcapital of RMB3,000 million. As at the date of this announcement, it is engaged in securities relatedbusiness (including but not limited to securities brokerage, investment banking, proprietary tradingand asset management).

As at the date of this announcement, the Company owns 73.625% of the equity capital of Zhejiang ShangsanExpressway Co., Ltd., which in turn owns approximately 70.83% of the equity capital of SpinCo.

Information on the Proposed Spin-Off

Pursuant to the Proposed Spin-off, it is intended that SpinCo will issue new shares and seek listing ofthe same as A Shares on the Shanghai Stock Exchange. The exact details of the Proposed Spin-off,including the size and structure of the new share issuance, the offer price and proceeds to be raised,will be finalised at a later stage, and will depend upon, amongst other factors, the prevailing marketconditions. The expected timetable for the Proposed Spin-off is not yet finalised as at the date ofthis announcement. Immediately upon completion of the Proposed Spin-off, the Company is expected to continue to be thecontrolling shareholder of SpinCo. Factors affecting the Proposed Spin-off will include compliancewith all applicable regulatory requirements, including obtaining approval from the CSRC and otherrelevant regulatory authorities, suitable market conditions at the relevant time and other conditionswhich may not be foreseen.

Further announcements will be made by the Company as and when appropriate in respect ofthe details and any material development in relation to the Proposed Spin-Off.

GENERAL The Proposed Spin-Off, if it proceeds, is expected to constitute no more than a discloseable transactionof the Company under Chapter 14 of the Listing Rules. Accordingly, approval of the Shareholders is notexpected to be required for the Proposed Spin-Off. Shareholders and public investors should note that there is no assurance as to whether or when theProposed Spin-off will complete. As the Proposed Spin-off may or may not complete, Shareholders andpublic investors are advised to exercise caution when dealing in the securities of the Company. Further announcements will be made by the Company as and when appropriate in compliance with theListing Rules. On behalf of the Board

ZHEJIANG EXPRESSWAY CO., LTD.

ZHAN Xiaozhang Chairman Hangzhou, PRC, 7 May 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 Companyare: Mr. ZHANG Junsheng, Mr. ZHOU Jun and Mr. PEI Ker-Wei.