Results of AGM

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) Announcement on Resolutions Passed at the AGM Zhejiang Expressway Co., Ltd. (the "Company") held its 2012 annual general meeting (the "AGM") at 3:00 p.m.on Friday, June 21, 2013 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 of3,669,013,088 shares of the Company entitled to attend the AGM, or 84.48% of the total issued share capitalof 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 resolutions duly passed, details of whichare as follows: A. As Ordinary Resolutions: 1. Resolved to approve the report of the directors of the Company for the year 2012, with 3,669,013,088 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 2012, with 3,669,013,088 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 2012, with 3,669,013,088 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 Rmb24 cents per share in respect of the year ended December 31, 2012, with 3,669,013,088 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 2012 and the financial budget of the Company for the year 2013, with 3,645,843,088 shares voted in the affirmative (representing 99.37% of the total shares held by the Shareholders present at the AGM) and 23,170,000 shares voted in the negative (representing 0.63% 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 3,666,126,311 shares voted in the affirmative (representing 99.92% of the total shares held by the Shareholders present at the AGM) and 2,886,777 shares voted in the negative (representing 0.08% of the total shares held by the Shareholders present at the AGM); 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 3,666,126,311 shares voted in the affirmative (representing 99.92% of the total shares held by the Shareholders present at the AGM) and 2,886,777 shares voted in the negative (representing 0.08% of the total shares held by the Shareholders present at the AGM); 8. Resolved to approve and confirm: a. the agreement dated March 20, 2013 (the "Communications Group Agreement") entered into between the Company and Zhejiang Communications Investment Group Co., Ltd., and the terms and conditions thereof and the transactions contemplated thereunder and the implementation thereof; b. the agreement dated March 20, 2013 (the "Yiwu Agreement") entered into between the Company and Yiwu Communications Development Co., Ltd., and the terms and conditions thereof and the transactions contemplated thereunder and the implementation thereof; and resolved to approve, ratify and confirm the authorization to any one of the directors of the Company, or any other person authorized by the Board from time to time, for and on behalf of the Company, among other matters, to sign, seal, execute, prefect, perform and deliver all such agreements, instruments, documents and deeds, and to do all such acts, matters and things and take all such steps as he or she or they may in his or her or their absolute discretion consider to be necessary, expedient, desirable or appropriate to give effect to and implement the Communications Group Agreement or the Yiwu Agreement or both of them and the transactions contemplated thereunder and all matters incidental to, ancillary to or in connection thereto, including agreeing and making any modifications, amendments, waivers, variations or extensions of the Communications Group Agreement or the Yiwu Agreement or the transactions contemplated thereunder, with 759,487,543 shares voted in the affirmative (representing 99.97% of the total shares held by the independent Shareholders present at the AGM) and no shares voted in the negative; and B. As Special Resolution: 9. Resolved to approve and confirm the proposed issue of domestic corporate bonds (the "Domestic Corporate Bonds") by the Company with an aggregate principal amount of up to Rmb1 billion, on the conditions as set forth in the notice of 2012 annual general meeting of the Company dated May 7, 2013, and the authorization to the Board to deal with all matters relating to the proposed issue and listing of the Domestic Corporate Bonds in the absolute discretion of the Board in accordance with applicable laws and regulations and the articles of association of the Company, with 3,669,013,088 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. At the time of the AGM, the total number of shares of the Company in issue and entitling the holders toattend and vote at the AGM in respect of resolutions Nos. 1 to 7 and 9 of the AGM was 4,343,114,500.Resolution No. 8 of the AGM involved connected transactions and Zhejiang Communications Investment Group Co.,Ltd. abstained from voting in relation to such resolution as required by the Rules Governing the Listing ofSecurities on The Stock Exchange of Hong Kong Limited. The total number of shares of the Company held byindependent Shareholders entitled to attend and vote at the AGM in respect of resolution no. 8 of the AGM was1,433,854,500 shares. Mr. Alvin Tse of Deloitte Touche Tohmatsu Certified Public Accountants was appointedand acted as scrutineer for the vote taking during the AGM. Further information on the payment of final dividend The payment of a final dividend of Rmb24 cents per share in respect of the year ended December 31, 2012 wasapproved 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 ofthe Company (the "H Shares") will be closed from June 27, 2013 to July 2, 2013, both days inclusive, duringwhich period no transfer of H Shares will be effected. In order for holders of H Shares to qualify for theproposed final dividend, all transfers of H Shares accompanied by the transfer instruments and relevant sharecertificates must be lodged with the Company's share registrars in Hong Kong, Hong Kong Registrars Limited atRooms 1712-1716, 17/F Hopewell Center, 183 Queen's Road East, Wanchai, Hong Kong for registration not laterthan 4:30 p.m. on June 26, 2013. Shareholders whose names appear in the register of members of the Company onJuly 2, 2013 (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 dollarsaccording to the average closing price of Hong Kong dollars to Renminbi declared by the People's Bank ofChina in the five trading days immediately preceding the date of the declaration of dividends. The applicableexchange rate for the purpose of the payment of the final dividend is therefore HK$1.00 to Rmb0.79134. According to the Law on Corporate Income Tax of the People's Republic of China and the relevant implementingrules (the "CIT Law") which came into effect on January 1, 2008, the Company is obliged to withhold forpayment the corporate profit tax, which is in the rate of 10%, from the payment of dividends to non-residententerprises (as defined under the CIT Law, including HKSCC (Nominees) Limited, other nominees, trustees orother groups and organizations) who are H Share holders of the Company. Dividends paid to natural persons whoare H Share holders are not subject to individual income tax for the time being. The final dividend of HK$30.328 cents per share (before tax) is expected to be paid to the H Share holders ofthe Company on July 31, 2013. Investors should read this announcement carefully. The Company will withhold for payment the corporate profittax strictly in accordance with the relevant laws or requirements of the relevant governmental departmentsand strictly based on what has been registered on the H Share register of members on the Record Date. TheCompany will owe no liability whatsoever in respect of and will not entertain any claims arising from anydelay in, or inaccurate determination of, the status of the Shareholders, or any disputes over the mechanismof withholding. By order of the Board Tony Zheng Company Secretary Hangzhou, the PRC, June 21, 2013 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.