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

(incorporated in Bermuda with limited liability)

(Stock Code: 00152) (the "Company") OVERSEAS REGULATORY ANNOUNCEMENT

An announcement in relation to the acquisitions of land use rights in the PRC has been released by Shenzhen Expressway Company Limited ("Shenzhen Expressway", a subsidiary of the Company, the A shares of which are listed on the Shanghai Stock Exchange and the H shares of which are listed on The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange")) to the Shanghai Stock Exchange and Hong Kong Stock Exchange respectively today.
The following is the announcement released by Shenzhen Expressway today. Hong Kong, 23 January 2014

As at the date of this announcement, the board of directors of the Company consists of Messrs. Gao Lei, Li Jing Qi, Li Lu Ning, Liu Jun and Yang Hai as executive directors, Professor Wong Yuk Shan, BBS, JP as non-executive director and Messrs. Leung Ming Yuen, Simon, Ding Xun and Nip Yun Wing as independent non-executive directors.

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

深 圳 高 速 公 路 股 份 有 限 公 司

SHENZHEN EXPRESSWAY COMPANY LIMITED

(a joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 00548)

DISCLOSEABLE TRANSACTIONS ACQUISITIONS OF LAND USE RIGHTS IN THE PRC

The board of directors of the Company is pleased to announce that three wholly-owned subsidiaries of Guizhou Guishen Investment Development Company Limited ("Guishen Company", an indirect 70%-owned subsidiary of the Company) had made successful bids for the land use rights in respect of Lands III located in Wangguan Village, Gujiao Town, Longli County, the PRC through open tenders organised by the Land Bureau, at a total consideration of RMB203,156,085 (approximately HK$257,159,601). The respective bid confirmations were signed by the Land Bureau and three wholly-owned subsidiaries of Guishen Company on 23 January 2014.
The board of directors of the Company also announces that Guishen Company and its wholly-owned subsidiary had each made successful bids respectively for the land use rights in respect of Lands I and Lands II both located in Wangguan Village, Gujiao Town, Longli County, the PRC through open tenders organised by the Land Bureau, at a total consideration of RMB83,819,400 (approximately HK$106,100,506) and RMB56,060,503 (approximately HK$70,962,662) respectively. The respective bid confirmations were signed by the Land Bureau and each of Guishen Company and its wholly-owned subsidiary on 26
July 2013 and on 25 October 2013 respectively.
The Group acquired the land use rights of Lands I, Lands II and Lands III at a reasonable price, the risk of funds recovery of the Group in Guilong Project can be lowered effectively. The market values of lands may be realised through market transactions, cooperation or self-development of land. It is beneficial for the Group to achieve the expected or better gain from Guilong Project, as well as to expand and enrich its development direction and experience.
As the applicable percentage ratios in respect of Acquisition III, when aggregated with Acquisition I and Acquisition II, are greater than 5% but less than 25%, the Acquisitions in aggregation constitute discloseable transactions for the Company and are subject to the reporting and announcement requirements as set out in Rule 14.34 of the Listing Rules.

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INTRODUCTION

Reference is made to the joint announcements of Shenzhen International Holdings Limited and the Company dated 12 August 2011 and 27 October 2011 respectively in relation to Guilong Project and the formation of the joint venture company (Guishen Company is the joint venture company established as disclosed in the announcement) respectively and the announcement of the Company dated 18 May 2012 in relation to the acquisition of land use rights.
The board of directors of the Company is pleased to announce that three wholly-owned subsidiaries of Guishen Company had made successful bids for the land use rights in respect of Lands III located in Wangguan Village, Gujiao Town, Longli County, the PRC through open tenders organised by the Land Bureau, at a total consideration of RMB203,156,085 (approximately HK$257,159,601). The respective bid confirmations were signed by the Land Bureau and three wholly-owned subsidiaries of Guishen Company on 23 January 2014.
Formal contracts in relation to the Acquisition III shall be entered into by the respective parties in accordance with the terms and conditions set out in the bid confirmations. Formal contracts for Lands III shall be signed around 19 February 2014.

PRINCIPAL TERMS OF THE BID CONFIRMATION III AND ACQUSITION III Bid Confirmation III

Date of the Bid
Confirmation:
23 January 2014
Parties to the Bid
Confirmation:
The Land Bureau; and
three wholly-owned subsidiaries of Guishen Company
Land: Lands III, comprising seven pieces of land with a total area of approximately 386,963.97 square metres, all of which are situated at Wangguan Village, Gujiao Town, Longli County, the PRC.
Use of the Land: Residential use and commercial services uses.
Term of the Land Use
Rights:
70 years for residential use and 40 years for commercial services uses.
Consideration and
Payment:
The consideration for Acquisition III is RMB203,156,085 (approximately HK$257,159,601).
The bid earnest moneys in the aggregate sum of RMB40,290,000 paid by three wholly-owned subsidiaries of Guishen Company were treated as the deposit for the consideration of Acquisition III, and three wholly-owned subsidiaries of Guishen Company shall settle the remaining consideration within 30 days after execution of the formal contracts for Lands III.

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The board of directors of the Company also announces that Guishen Company and its wholly-owned subsidiary had each made successful bids respectively for the land use rights in respect of Lands I and Lands II both located in Wangguan Village, Gujiao Town, Longli County, the PRC through open tenders organised by the Land Bureau, at a total consideration of RMB83,819,400 (approximately HK$106,100,506) and RMB56,060,503 (approximately HK$70,962,662) respectively. The respective bid confirmations were signed by the Land Bureau and each of Guishen Company and its wholly-owned subsidiary on 26 July 2013 and on 25 October 2013 respectively, and respective formal contracts were signed on 9 August
2013 and on 5 November 2013 respectively.

PRINCIPAL TERMS OF THE ACQUSITIONS I AND II Acqusition I

Date of the Bid
Confirmation:
26 July 2013
Parties to the Bid
Confirmation:
The Land Bureau; and
Guishen Company
Land: Lands I, comprising three pieces of land with a total area of approximately 159,656 square metres, all of which are situated at Wangguan Village, Gujiao Town, Longli County, the PRC.
Use of the Land: Residential use and commercial services uses.
Term of the Land Use
Rights:
70 years for residential use and 40 years for commercial services uses.
Consideration and
Payment:
The consideration for Acquisition I is RMB83,819,400 (approximately HK$106,100,506).
The bid earnest moneys in the aggregate sum of RMB24,900,000 paid by Guishen Company were treated as the deposit for the consideration of Acquisition I, and Guishen Company had settled the remaining consideration within 30 days after execution of the formal contracts for Lands I.

Acqusition II

Date of the Bid
Confirmation:
25 October 2013
Parties to the Bid
Confirmation:
The Land Bureau; and
a wholly-owned subsidiary of Guishen Company
Land: Lands II, comprising two pieces of land with a total area of approximately 106,781.9 square metres, all of which are situated at Wangguan Village, Gujiao Town, Longli County, the PRC.

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Use of the Land: Residential use and commercial services uses.
Term of the Land Use
Rights:
70 years for residential use and 40 years for commercial services uses.
Consideration and
Payment:
The consideration for Acquisition II is RMB56,060,503 (approximately HK$70,962,662).
The bid earnest moneys in the aggregate sum of RMB16,670,000 paid by the wholly-owned subsidiary of Guishen Company were treated as the deposit for the consideration of Acquisition II, and the wholly-owned subsidiary of Guishen Company had settled the remaining consideration within 30 days after execution of the formal contracts for Lands II.

BASIS OF THE CONSIDERATION

The total considerations for the Acquisitions were arrived at as a result of successful bids by the Group through open tenders after taking into account the minimum bid price, current market conditions and land price in the surrounding areas. Such consideration will be funded by the Group's internal resources.

REASONS FOR AND BENEFITS OF THE ACQUISITIONS

Lands I, Lands II and Lands III are part of the lands of approximately 3,000 Mu (approximately 2,000,000 square metres), which is designated in Guilong Project. It is expected that Lands I and Lands II will be appreciated in value following the improvement of the infrastructure facilities around the lands and the development of the entire Guilong
Economic Zone (貴龍城市經濟帶). The Group acquired the land use rights of Lands I, Lands
II and Lands III at a reasonable price, the risk of funds recovery of the Group in Guilong Project can be lowered effectively. The market values of lands may be realised through market transactions, cooperation or self-development of land. It is beneficial for the Group to achieve the expected or better gain from Guilong Project, as well as to expand and enrich its development direction and experience.
The board of directors of the Company considers that the terms of the Acquisitions were entered into on normal commercial terms, and are fair and reasonable, and the Acquisitions are in the interests of the Company and the shareholders of the Company as a whole.

INFORMATION OF THE COMPANY

The Company is principally engaged in the investment, construction, operation and management of toll highways and roads.

INFORMATION OF THE LAND BUREAU

The Land Bureau is a local PRC government authority which manages, inter alia, storage and transaction of the land in Longli County, the PRC.

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To the best of the knowledge, information and belief of the directors of the Company, having made all reasonable enquiries, the Land Bureau and its ultimate beneficial owners (if any) are Independent Third Parties.

IMPLICATIONS UNDER THE LISTING RULES

As the applicable percentage ratios in respect of Acquisition III, when aggregated with Acquisition I and Acquisition II, are greater than 5% but less than 25%, the Acquisitions in aggregation constitute discloseable transactions for the Company and are subject to the reporting and announcement requirements as set out in Rule 14.34 of the Listing Rules.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following terms have the meanings set opposite to them below:
"Acquisitions" Acquisition I, Acquisition II and Acquisition III;
"Acquisition I" the acquisition of the land use rights of Lands I by Guishen Company from the Land Bureau;
"Acquisition II" "Acquisition III"
the acquisition of the land use rights of Lands II by a wholly-owned subsidiary of Guishen Company from the Land Bureau;
the acquisition of the land use rights of Lands III by three wholly-owned subsidiaries of Guishen Company from the Land Bureau;
"Bid Confirmation I" three bid confirmation notices (成交確認書) all dated 26 July 2013
signed by the Land Bureau and Guishen Company confirming the successful bids for the land use rights of Lands I;
"Bid Confirmation II"
"Bid Confirmation
III"
two bid confirmation notices (成交確認書) all dated 25 October 2013
signed by the Land Bureau and a wholly-owned subsidiary of Guishen Company confirming the successful bids for the land use rights of Lands II;
seven bid confirmation notices (成交確認書) all dated 23 January
2014 signed by the Land Bureau and three wholly-owned subsidiaries of Guishen Company respectively confirming the successful bids for the land use rights of Lands III;
"The Company" Shenzhen Expressway Company Limited, a joint stock limited company incorporated in the PRC with limited liability, the H shares of which are listed on the Stock Exchange and the A shares of which are listed on the Shanghai Stock Exchange;
"The Group" the Company and its subsidiaries;
"Guilong Project" the project of construction of phase I of 貴龍大道 (Guilong Road)

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by "Build - Transfer" mode and the project of primary development of land with an area of approximately 3,000 mu (approximately
2,000,000 square metres) in a designated area in Longli County
Guizhou Province contemplated under 《貴州省貴龍城市經濟帶綜

合開發項目合作開發投資協議書》 (the Agreement in relation to the

Joint Development and Investment of the Comprehensive Development Project of Guilong Economic Zone in Guizhou Province) entered into between The People's Government of Longli County Guizhou Province and the Company on 12 August 2011;
"Guishen Company" 貴州貴深投資發展有限公司 (Guizhou Guishen Investment Development Company Limited), a company established under the laws of the PRC and an indirect 70%-owned subsidiary of the Company;
"Hong Kong" the Hong Kong Special Administrative Region of the People's
Republic of China;
"Independent Third
Party(ies)"
persons or companies which are independent of and not connected with any of the directors, chief executive and substantial shareholders of the Company or any of their respective subsidiaries and respective associates, and an "Independent Third Party" means any of them;
"Lands I" three pieces of land with a total area of approximately 159,656 square metres (land lot numbers: CHZ(2012)9-01-1, CHZ(2012)9-01-2 and CHZ(2012)9-02), all of which are situated at Wangguan Village, Gujiao Town, Longli County, the PRC;
"Lands II"
"Lands III"
two pieces of land with a total area of approximately 106,781.9 square metres (land lot numbers: CHZ (2012)9-01-3 and CHZ(2012)9-01-4), all of which are situated at Wangguan Village, Gujiao Town, Longli County, the PRC;
seven pieces of land with a total area of approximately 386,963.97 square metres (land lot numbers: CHZ(2013)5-01, CHZ(2013)5-02, CHZ(2013)5-03, CHZ(2013)5-04, CHZ(2013)5-05, CHZ(2013)5-06 and CHZ(2013)5-07), all of which are situated at Wangguan Village, Gujiao Town, Longli County, the PRC;
"Land Bureau" 龍里縣國土資源局 (Bureau of Land Resources of Longli County);
"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange; "PRC" the People's Republic of China (for the purpose of this announcement,
excluding Hong Kong, Macau Special Administrative Region and
Taiwan);
"Stock Exchange" The Stock Exchange of Hong Kong Limited;
"HK$" Hong Kong dollars, the lawful currency of Hong Kong; "RMB" Renminbi, the lawful currency of the PRC; and
"%" per cent.

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Notes:

In this announcement, the exchange rate between HK$ and RMB at HK$1.00 to RMB0.79 is adopted for the purpose of illustration only.

In this announcement, the English names of certain PRC entities are translation of their Chinese names, and are included herein for identification purpose only. In the event of any inconsistency, the Chinese names shall prevail.

By Order of the Board Yang Hai Chairman
Shenzhen, PRC, 23 January 2014

As at the date of this announcement, the directors of the Company are Mr. Yang Hai (Chairman of the Board), Mr. Wu Ya De (Executive Director and President), Mr. Li Jing Qi (Non-executive Director), Mr. Zhao Jun Rong (Non-executive Director), Mr. Hu Wei (Non-executive Director), Mr. Tse Yat Hong (Non-executive Director), Ms. Zhang Yang (Non-executive Director), Mr. Chiu Chi Cheong, Clifton (Non-executive Director), Mr. Wang Hai Tao (Independent non-executive Director), Mr. Zhang Li Min (Independent non-executive Director), Mr. Au Sing Kun (Independent non-executive Director) and Mr. Lin Chu Chang (Independent non-executive Director).

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