Results of AGM

Hong Kong Exchanges and Clearing Limited and The StockExchange of Hong Kong Limited take no responsibilityfor the contents of this announcement, make norepresentation as to its accuracy or completeness andexpressly disclaim any liability whatsoever for anyloss 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 inthe 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 its2013 annual general meeting (the "AGM") at 3:00 p.m. onMonday, May 5, 2014 at 12/F, Block A, Dragon CenturyPlaza, 1 Hangda Road, Hangzhou, Zhejiang Province, thePeople's Republic of China (the "PRC"). Shareholders of the Company (the "Shareholders") whoattended the AGM by proxy represented a total of3,670,623,832 shares of the Company entitled to attendthe AGM, or 84.52% of the total issued share capitalof the Company as at the date of the AGM. Chairmanof the Company, Mr. ZHAN Xiaozhang, chaired the AGM.Votings at the AGM took place by way of poll, withall 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 issuedshares of the Company entitling the holders to attendand vote at the AGM in respect of the ordinaryresolutions was 4,343,114,500. There was no shareentitling any holder to attend and vote only againstthe resolution at the AGM. Ms. Min Min Li of DeloitteTouche Tohmatsu Certified Public Accountants wasappointed and acted as scrutineer for the vote takingduring the AGM. No person was required to abstain fromvoting at the AGM in relation to the above. Further information on the payment of final dividendThe payment of a final dividend of Rmb25 cents pershare in respect of the year ended December 31, 2013was approved by more than half of votes cast by theShareholders at the AGM. For determining the entitlement to the proposed finaldividend, the register of members holding H shares ofthe Company (the "H Shares") will be closed fromMay 10, 2014 to May 14, 2014 (both days inclusive),during which period no transfer of H Shares will beeffected. In order for holders of H Shares to qualifyfor the proposed final dividend, all transfers of HShares accompanied by the transfer instruments andrelevant share certificates must be lodged with theCompany's share registrars in Hong Kong, Hong KongRegistrars Limited at Rooms 1712-1716, 17/F HopewellCenter, 183 Queen's Road East, Wanchai, Hong Kongfor registration not later than 4:30 p.m. on May 9,2014. Shareholders whose names appear in the registerof members of the Company on May 14, 2014 (the "RecordDate") are entitled to the said final dividend. Pursuant to the Company's articles of association,dividends of H Shares shall be paid in Hong Kongdollars according to the average closing price of Hong Kong dollars to Renminbi declared by the People'sBank of China in the five trading days immediatelypreceding the date of the declaration of dividends.The applicable exchange rate for the purpose of thepayment of the final dividend is therefore HK$1.00 toRmb0.80824. According to the Law on Corporate Income Tax of thePeople's Republic of China and the relevantimplementing rules (the "CIT Law") which came intoeffect on January 1, 2008, the Company is obliged towithhold for payment the corporate profit tax, whichis in the rate of 10%, from the payment of dividendsto non-resident enterprises (as defined under the CITLaw, including HKSCC (Nominees) Limited, othernominees, trustees or other groups and organizations)who are H Share holders of the Company. Dividends paidto natural persons who are H Share holders are notsubject 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 Shareholders of the Company on June 9, 2014. Investors should read this announcement carefully.The Company will withhold for payment the corporateprofit tax strictly in accordance with the relevantlaws or requirements of the relevant governmentaldepartments and strictly based on what has beenregistered on the H Share register of members on theRecord Date. The Company will owe no liabilitywhatsoever in respect of and will not entertain anyclaims arising from any delay in, or inaccuratedetermination of, the status of the Shareholders, orany 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 executivedirectors 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 theCompany are: Mr. ZHANG Junsheng, Mr. ZHOU Jun andMr. PEI Ker-Wei.