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.

                             ZHEJIANG EXPRESSWAY CO., LTD.                         
     (A joint stock limited company incorporated in the People's Republic of China 
                                with limited liability)                            
                                  (Stock code: 0576)                               

                           2017 INTERIM RESULTS ANNOUNCEMENT                       

    The directors (the "Directors") of Zhejiang Expressway Co., Ltd. (the
    "Company") announced the unaudited consolidated results of the Company and its
    subsidiaries (collectively the "Group") for the six months ended June 30, 2017
    (the "Period"), with the basis of preparation as stated in note 1 set out
    below.

    During the Period, revenue for the Group was Rmb4,668.76 million, representing
    a decrease of 2.8% over the corresponding period of 2016. Profit attributable
    to owners of the Company was Rmb1,510.74 million, representing an increase of
    10.4% year-on-year. Earnings per share for the Period was Rmb34.78 cents
    (corresponding period of 2016: Rmb31.50 cents).

    The Directors have recommended to pay an interim dividend of Rmb6 cents per
    share (corresponding period in 2016: Rmb6 cents), subject to shareholders'
    approval at the extraordinary general meeting of the Company to be held in due
    course. The interim dividend is expected to be paid by no later than December
    31, 2017.

    The audit committee of the Company has reviewed the interim results. Set out
    below are the unaudited condensed consolidated statement of profit or loss and
    other comprehensive income for the Period and condensed consolidated statement
    of financial position as at June 30, 2017, with comparative figures for the
    same period in 2016 and relevant notes to the condensed consolidated financial
    statements:

    CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE     
    INCOME                                                                         
                                                                                   
                                          For the six months ended June 30,        
                                                                                   
                                           2017                     2016           
                                                                                   
                             Notes        Rmb'000                  Rmb'000         
                                                                                   
                                        (Unaudited)       (Unaudited and restated) 
                                                                                   
                                   --------------------    ----------------------  
                                                                                   
    Continuing operations                                                          
                                                                                   
    Revenue                      3             4,668,758                  4,805,014
                                                                                   
    Operating costs                          (2,240,430)                (2,388,753)
                                                                                   
                                     -------------------      ---------------------
                                                                                   
    Gross profit                               2,428,328                  2,416,261
                                                                                   
    Securities investment                        366,387                    112,238
    gains                                                                          
                                                                                   
    Other income and gains       4              (78,572)                    116,425
    and losses                                                                     
                                                                                   
    Administrative expenses                     (34,316)                   (32,616)
                                                                                   
    Other expenses                              (11,137)                   (20,228)
                                                                                   
    Share of profit (loss)                        96,064                      (992)
    of associates                                                                  
                                                                                   
    Share of profit of a                           5,131                         98
    joint venture                                                                  
                                                                                   
    Finance costs                              (330,307)                  (344,479)
                                                                                   
                                            ------------               ------------
                                                                                   
    Profit before tax                          2,441,578                  2,246,707
                                                                                   
    Income tax expense           5             (559,763)                  (568,432)
                                                                                   
                                       -----------------          -----------------
                                                                                   
    Profit for the Period                      1,881,815                  1,678,275
    from continuing                                                                
    operations                                                                     
                                                                                   
                                        ----------------            ---------------
                                                                                   
    Discontinued operations                                                        
                                                                                   
    Profit for the Period                              -                     19,851
    from discontinued                                                              
    operations                                                                     
                                                                                   
                                         ---------------            ---------------
                                                                                   
    Profit for the Period                      1,881,815                  1,698,126
                                                                                   
                                                ========                   ========
                                                                                   
                                          For the six months ended June 30,        
                                                                                   
                                           2017                     2016           
                                                                                   
                             Notes        Rmb'000                  Rmb'000         
                                                                                   
                                        (Unaudited)       (Unaudited and restated) 
                                                                                   
                                    -------------------     --------------------   
                                                                                   
    Profit for the Period                                                          
    attributable to Owners                                                         
    of the Company:                                                                
                                                                                   
       -- Continuing                           1,510,743                  1,348,819
    operations                                                                     
                                                                                   
       -- Discontinued                                 -                     19,387
    operations                                                                     
                                                                                   
                                      ------------------        -------------------
                                                                                   
                                               1,510,743                  1,368,206
                                                                                   
                                               =========                 ==========
                                                                                   
    Profit for the Period                                                          
    attributable to                                                                
    non-controlling                                                                
    interest:                                                                      
                                                                                   
       -- Continuing                             371,072                    329,456
    operations                                                                     
                                                                                   
       -- Discontinued                                 -                        464
    operations                                                                     
                                                                                   
                                         ---------------            ---------------
                                                                                   
                                                 371,072                    329,920
                                                                                   
                                         ---------------            ---------------
                                                                                   
                                               1,881,815                  1,698,126
                                                                                   
                                                ========                   ========
                                                                                   
    Other comprehensive loss                                                       
                                                                                   
    Items that may be                                                              
    reclassified                                                                   
    subsequently to profit                                                         
    or loss:                                                                       
                                                                                   
    Available-for-sale                                                             
    financial assets:                                                              
                                                                                   
    -- Fair value gain                            75,929                      2,666
    during the Period                                                              
                                                                                   
    -- Reclassification                         (75,641)                   (21,254)
    adjustments for                                                                
    cumulative gain included                                                       
    in profit or loss upon                                                         
    disposal                                                                       
                                                                                   
    Share of differences                           (242)                         90
    arising on translation                                                         
                                                                                   
    Income tax relating to                          (72)                      4,647
    items that may be                                                              
    reclassified                                                                   
    subsequently                                                                   
                                                                                   
                                      ------------------         ------------------
                                                                                   
    Other comprehensive loss                        (26)                   (13,851)
    for the Period, net of                                                         
    income tax                                                                     
                                                                                   
                                       -----------------         ------------------
                                                                                   
    Total comprehensive                        1,881,789                  1,684,275
    income for the Period                                                          
                                                                                   
                                               =========                  =========
                                                                                   
                                          For the six months ended June 30,        
                                                                                   
                                           2017                     2016           
                                                                                   
                             Notes        Rmb'000                  Rmb'000         
                                                                                   
                                        (Unaudited)              (Unaudited        
                                                                                   
                                                                and restated)      
                                                                                   
                                    --------------------  -------------------------
                                                                                   
    Total comprehensive                                                            
    income attributable to:                                                        
                                                                                   
    Owners of the Company                      1,510,730                  1,360,985
                                                                                   
    Non-controlling interest                     371,059                    323,290
                                                                                   
                                     -------------------     ----------------------
                                                                                   
                                               1,881,789                  1,684,275
                                                                                   
                                              ==========               ============
                                                                                   
    Earnings per share           7                                                 
                                                                                   
    From continuing and                   Rmb34.78 cents             Rmb31.50 cents
    discontinued                                                                   
    operations -- basic and                                                        
    diluted                                                                        
                                                                                   
                                           =============             ==============
                                                                                   
    From continuing                       Rmb34.78 cents             Rmb31.06 cents
    operations -- basic and                                                        
    diluted                                                                        
                                                                                   
                                           =============             ==============
                                                                                   
    CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION                         
                                                                                   
                                           As at                    As at          
                                                                                   
                                         June 30,               December 31,       
                                                                                   
                                           2017                     2016           
                                                                                   
                             Notes        Rmb'000                  Rmb'000         
                                                                                   
                                        (Unaudited)               (Audited)        
                                                                                   
                                   --------------------     --------------------   
                                                                                   
    Non-current assets                                                             
                                                                                   
    Property, plant and                        2,981,909                  3,066,571
    equipment                                                                      
                                                                                   
    Prepaid lease payments                        51,702                     52,522
                                                                                   
    Expressway operating                      13,939,237                 14,498,800
    rights                                                                         
                                                                                   
    Goodwill                                      86,867                     86,867
                                                                                   
    Other intangible assets                      147,093                    148,906
                                                                                   
    Interests in associates                    1,625,561                  1,310,486
                                                                                   
    Interest in a joint                          290,528                    285,397
    venture                                                                        
                                                                                   
    Available-for-sale                           479,393                  1,790,978
    investments                                                                    
                                                                                   
    Deferred tax assets                          384,788                    362,681
                                                                                   
                                    --------------------        -------------------
                                                                                   
                                              19,987,078                 21,603,208
                                                                                   
                                             ===========                 ==========
                                                                                   
    Current assets                                                                 
                                                                                   
    Inventories                                  206,855                    206,814
                                                                                   
    Trade receivables            8               194,436                    275,318
                                                                                   
    Loans to customers                         7,109,318                  7,910,032
    arising from margin                                                            
    financing business                                                             
                                                                                   
    Other receivables and                      1,251,056                  2,855,099
    prepayments                                                                    
                                                                                   
    Prepaid lease payments                         1,639                      1,639
                                                                                   
    Derivative financial                             125                     10,931
    assets                                                                         
                                                                                   
    Available-for-sale                         1,528,586                  1,342,920
    investments                                                                    
                                                                                   
    Held for trading                          12,095,578                  8,144,132
    investments                                                                    
                                                                                   
    Financial assets held                      6,931,651                  3,965,329
    under resale agreements                                                        
                                                                                   
    Bank balances held on                     18,138,634                 20,082,265
    behalf of customers                                                            
                                                                                   
    Bank balances and cash                                                         
                                                                                   
    -- Time deposits with                              -                    165,000
    original maturity over                                                         
    three months                                                                   
                                                                                   
     -- Cash and cash                          8,378,418                  7,198,745
    equivalents                                                                    
                                                                                   
                                      ------------------         ------------------
                                                                                   
                                              55,836,296                 52,158,224
                                                                                   
                                              ==========                 ==========
                                                                                   
                             Notes    As at June 30,         As at December 31,    
                                                                                   
                                           2017                     2016           
                                                                                   
                                          Rmb'000                  Rmb'000         
                                                                                   
                                        (Unaudited)               (Audited)        
                                                                                   
                                   ---------------------    --------------------   
                                                                                   
    Current liabilities                                                            
                                                                                   
    Placements from other                        400,000                    700,000
    financial institutions                                                         
                                                                                   
    Accounts payable to                       18,032,111                 20,073,435
    customers arising from                                                         
    securities business                                                            
                                                                                   
    Trade payables               9               665,759                    784,300
                                                                                   
    Tax liabilities                              310,394                    455,249
                                                                                   
    Other taxes payable                           12,277                     76,631
                                                                                   
    Other payables and                         2,393,355                  2,431,148
    accruals                                                                       
                                                                                   
    Dividends payable                             98,574                    261,046
                                                                                   
    Derivative financial                             118                        413
    liabilities                                                                    
                                                                                   
    Bank and other                             1,870,000                  2,116,395
    borrowings                                                                     
                                                                                   
    Short-term financing                       2,050,000                  4,828,340
    note payable                                                                   
                                                                                   
    Bonds payable                              1,800,000                  3,000,000
                                                                                   
    Financial assets sold                     10,036,834                  7,486,743
    under repurchase                                                               
    agreements                                                                     
                                                                                   
    Financial liabilities at                   2,089,771                    293,658
    fair value through                                                             
    profit or loss                                                                 
                                                                                   
                                       -----------------          -----------------
                                                                                   
                                              39,759,193                 42,507,358
                                                                                   
                                        ----------------           ----------------
                                                                                   
    Net current assets                        16,077,103                  9,650,866
                                                                                   
                                        ----------------           ----------------
                                                                                   
    Total assets less                         36,064,181                 31,254,074
    current liabilities                                                            
                                                                                   
                                         ---------------            ---------------
                                                                                   
    Non-current liabilities                                                        
                                                                                   
    Bonds payable                              5,400,000                  6,700,000
                                                                                   
    Convertible bonds           10             2,841,449                          -
                                                                                   
    Deferred tax liabilities                     387,548                    378,147
                                                                                   
                                        ----------------           ----------------
                                                                                   
                                               8,628,997                  7,078,147
                                                                                   
                                        ----------------           ----------------
                                                                                   
                                              27,435,184                 24,175,927
                                                                                   
                                         ---------------            ---------------
                                                                                   
    Capital and reserves                                                           
                                                                                   
    Share capital                              4,343,115                  4,343,115
                                                                                   
    Reserves                                  14,965,906                 13,974,042
                                                                                   
                                         ---------------           ----------------
                                                                                   
    Equity attributable to                    19,309,021                 18,317,157
    owners of the Company                                                          
                                                                                   
    Non-controlling                            8,126,163                  5,858,770
    interests                                                                      
                                                                                   
                                        ----------------           ----------------
                                                                                   
                                              27,435,184                 24,175,927
                                                                                   
                                               =========                  =========

    Notes:

    1. BASIS OF PREPARATION

    The condensed consolidated financial statements have been prepared in
    accordance with Hong Kong Accounting Standard 34 Interim Financial Reporting
    issued by the Hong Kong Institute of Certified Public Accountants (the
    "HKICPA") as well as with the applicable disclosure requirements of Appendix 16
    to the Rules Governing the Listing of Securities on The Stock Exchange of Hong
    Kong Limited (the "Listing Rules").

    2. PRINICIPAL ACCOUNTING POLICIES

    The condensed consolidated financial statements have been prepared on the
    historical cost basis except for certain financial instruments that are
    measured at fair value, at the end of each reporting period.

    In the Period, the Group has applied, for the first time, certain amendments to
    Hong Kong Financial Reporting Standards (the "HKFRSs") issued by HKICPA that
    are mandatorily effective for the Period. The application of the amendments to
    HKFRSs in the Period has had no material effect on the amounts reported in
    these condensed consolidated financial statements and/or relevant disclosures
    set out in these condensed consolidated financial statements.

    Except for the below, the accounting policies and methods of computation
    applied in the condensed consolidated financial statements for the Period are
    consistent with those followed in the preparation of the Group's annual
    financial statements for the year ended December 31, 2016.

    Convertible bonds

    Convertible bonds issued by the Group that contain both debt and multiple
    embedded derivatives (including conversion right that will be settled other
    than by the exchange of fixed amount of cash or another financial instrument
    for a fixed number of the Company's own equity instruments and redemption
    options) are classified separately into respective items on initial
    recognition. Multiple embedded derivatives are generally treated as a single
    compound embedded derivative unless those derivatives relate to different risk
    exposures and are readily separable and independent of each other. At the date
    of issue, both the debt and the derivative components are recognised at fair
    value.

    In subsequent periods, the debt component of the convertible bonds is carried
    at amortised cost using the effective interest method. The derivative component
    is measured at fair value with changes in fair value recognised in profit or
    loss.

    Transaction costs that relate to the issue of the convertible bonds are
    allocated to the debt and derivative components in proportion to their
    respective fair values. Transaction costs relating to the derivative component
    is charged to profit or loss immediately. Transaction costs relating to the
    debt component are included in the carrying amount of the debt portion and
    amortised over the period of the convertible bonds using the effective interest
    method.

    3. REVENUE AND SEGMENT INFORMATION

    Compared to the same period last year, the operating segment regarding toll
    related operation was discontinued along with the Group's disposal of Zhejiang
    Expressway Investment Development Co., Ltd. ("Development Co") on December 29,
    2016, which contributed substantially all the revenue and profit of the
    operating segment regarding toll related operation. The comparative figures in
    the condensed consolidated statement of profit or loss and other comprehensive
    income for the corresponding period of 2016 have been restated to re-present
    the toll related operation as a discontinued operation. The segment information
    reported below does not include any amounts for the discontinued operation.

    Segment revenue and results

    The following is an analysis of the Group's revenue and results by reportable
    and operating segments:

    For the six months ended June 30, 2017 (Unaudited)

    Continuing operations

                     Toll operation       Securities         Others           Total
                                           operation                               
                                                                                   
                            Rmb'000          Rmb'000        Rmb'000         Rmb'000
                                                                                   
                -------------------  ---------------  -------------  --------------
                                                                                   
    Revenue --            2,868,617        1,705,453         94,688       4,668,758
    external                                                                       
    sales                                                                          
                                                                                   
                         ==========         ========        =======        ========
                                                                                   
    Segment               1,265,357          521,175         95,283       1,881,815
    profit                                                                         
                                                                                   
                         ==========         ========        =======        ========

    For the six months ended June 30, 2016 (Unaudited and restated)

    Continuing operations

                     Toll operation       Securities        Others            Total
                                           operation                               
                                                                                   
                            Rmb'000          Rmb'000       Rmb'000          Rmb'000
                                                                                   
                  -----------------  ---------------  ------------  ---------------
                                                                                   
    Revenue --            2,537,806        2,152,380       114,828        4,805,014
    external                                                                       
    sales                                                                          
                                                                                   
                   ----------------   --------------   -----------   --------------
                                                                                   
    Segment               1,183,392          526,063      (31,180)        1,678,275
    profit (loss)                                                                  
                                                                                   
                           ========          =======        ======         ========

    Segment profit (loss) represents the profit after tax earned or loss after tax
    inurred of each operating segment. This is the measure reported to the chief
    operating decision maker for the purposes of resource allocation and
    performance assessment.

    Revenue from major services

    An analysis of the Group's revenue from continuing operations, net of taxes,
    for the Period is as follows:

                                                  For the six months ended June 30,
                                                                                   
                                                           2017                2016
                                                                                   
                                                        Rmb'000             Rmb'000
                                                                                   
                                                    (Unaudited)          (Unaudited
                                                                      and restated)
                                                                                   
                                              -----------------  ------------------
                                                                                   
    Toll operation revenue                            2,868,617           2,537,806
                                                                                   
    Commission income from securities                 1,044,160           1,407,455
    operation                                                                      
                                                                                   
    Interest income from securities operation           661,293             744,925
                                                                                   
    Revenue from sales of properties                     47,413              71,397
                                                                                   
    Hotel and catering revenue                           47,275              43,431
                                                                                   
                                                ---------------     ---------------
                                                                                   
    Total                                             4,668,758           4,805,014
                                                                                   
                                                      =========           =========

    4. OTHER INCOME AND GAINS AND LOSSES

                                                  For the six months ended June 30,
                                                                                   
                                                           2017                2016
                                                                                   
                                                        Rmb'000             Rmb'000
                                                                                   
                                                    (Unaudited)          (Unaudited
                                                                      and restated)
                                                                                   
                                             ------------------  ------------------
                                                                                   
    Continuing operations                                                          
                                                                                   
    Interest income on bank balances and                 10,937              14,943
    entrusted loan receivables                                                     
                                                                                   
    Rental income                                        17,837              16,805
                                                                                   
    Handling fee income                                   1,762               1,298
                                                                                   
    Towing income                                         3,595               3,958
                                                                                   
    Gain on commodity trading, net                        9,917              22,747
                                                                                   
    Exchange loss, net                                (130,465)             (4,519)
                                                                                   
    Loss on fair value change of convertible           (45,242)                   -
    bonds-derivative component                                                     
                                                                                   
    Others                                               53,087              61,193
                                                                                   
                                                 --------------       -------------
                                                                                   
    Total                                              (78,572)             116,425
                                                                                   
                                                       ========            ========

    5. INCOME TAX EXPENSE

                                  For the six months ended June 30,
                                                                   
                                           2017                2016
                                                                   
                                        Rmb'000             Rmb'000
                                                                   
                                    (Unaudited)          (Unaudited
                                                      and restated)
                                                                   
                              -----------------  ------------------
                                                                   
    Continuing operations                                          
    Current tax:                                                   
                                                                   
    PRC Enterprise Income Tax           572,541             579,697
                                                                   
    Deferred tax credit                (12,778)            (11,265)
                                                                   
                               ----------------   -----------------
                                                                   
                                        559,763             568,432
                                                                   
                                       ========           =========

    Under the law of the PRC on Enterprise Income Tax (the "EIT Law") and
    Implementation Regulation of the EIT Law, the applicable tax rate of the PRC
    subsidiaries is 25%.

    Hong Kong Profits Tax is calculated at 16.5% of the estimated assessable
    profit. No Hong Kong Profits Tax has been provided as the Group has no
    estimated assessable profit during the Period.

    6. DIVIDENDS

    The Directors have recommended the payment of an interim dividend of Rmb6 cents
    per share (corresponding period of 2016: Rmb6 cents per share), subject to
    shareholders' approval at the extraordinary general meeting ("EGM") of the
    Company.

    7. EARNINGS PER SHARE

    The calculation of the basic earnings per share from continuing operations is
    based on profit for the Period attributable to owners of the Company from
    continuing operation of Rmb1,510,743,000 (corresponding period of 2016
    (Restated): Rmb1,348,819,000) and the 4,343,114,500 (corresponding period of
    2016: 4,343,114,500) ordinary shares in issue during the Period.

    The calculation of the basic earnings per share from continuing and
    discontinued operations is based on profit for the Period attributable to
    owners of the Company from continuing and discontinued operation of
    Rmb1,510,743,000 (corresponding period of 2016: Rmb1,368,206,000) and the
    4,343,114,500 (corresponding period of 2016: 4,343,114,500) ordinary shares in
    issue during the Period.

    For the six months ended June 30, 2016, basic earnings per share for the
    discontinued operations was Rmb0.44 cents per share, based on the profit for
    the corresponding period of 2016 attributable to owners of the Company from the
    discontinued operations of Rmb19,387,000 (Restated) and the denominators
    detailed above.

    For the six months ended June 30, 2017, the computation of diluted earnings per
    share does not assume the conversion of the Company's outstanding convertible
    bonds since their exercise would result in an increase in earnings per share.
    For the six months ended June 30, 2016, diluted earnings per share presented
    was the same as basic earnings per share since there were no potential ordinary
    shares outstanding.

    8. TRADE RECEIVABLES

                                                   As at               As at
                                                June 30,        December 31,
                                                    2017                2016
                                                                            
                                                 Rmb'000             Rmb'000
                                                                            
                                             (Unaudited)           (Audited)
                                                                            
                                       -----------------  ------------------
                                                                            
    Trade receivables comprise:                                             
                                                                            
    Fellow subsidiaries                            4,026               8,068
                                                                            
    Third parties                                191,816             268,656
                                                                            
                                         ---------------    ----------------
                                                                            
    Total trade receivables                      195,842             276,724
                                                                            
    Less: Allowance for doubtful debts           (1,406)             (1,406)
                                                                            
                                         ---------------    ----------------
                                                                            
                                                 194,436             275,318
                                                                            
                                                ========           =========

    The Group has no credit period granted to its trade customers of toll operation
    businesses. The Group's trade receivable balance for toll operation is toll
    receivables from the respective expressway fee settlement centres of Zhejiang
    Province and Anhui Province, which are normally settled within 3 months. All of
    these trade receivables were neither past due nor impaired in both periods.

    In respect of the Group's asset management service, security commission and
    financial advisory service operated by Zheshang Securities Co., Ltd. ("Zheshang
    Securities"), trading limits are set for customers. The Group seeks to maintain
    tight control over its outstanding accounts receivable in order to minimise
    credit risk. Overdue balances are regularly monitored by management.

    The following is an aged analysis of trade receivables, net of allowance for
    doubtful debts presented based on the invoice date at the end of the Period,
    which approximated the respective revenue recognition dates:

                                   As at             As at
                                June 30,      December 31,
                                    2017              2016
                                                          
                                 Rmb'000           Rmb'000
                                                          
                             (Unaudited)         (Audited)
                                                          
                       -----------------  ----------------
                                                          
    Within 3 months              182,069           263,822
                                                          
    3 months to 1 year            11,344             9,409
                                                          
    1 to 2 years                     995             1,484
                                                          
    Over 2 years                      28               603
                                                          
                        ----------------   ---------------
                                                          
    Total                        194,436           275,318
                                                          
                               =========          ========

    9. TRADE PAYABLES

    Trade payables mainly represent the construction payables for the improvement
    projects of toll expressways. The following is an aged analysis of trade
    payables presented based on the invoice date:

                       As at                 As at
                    June 30,          December 31,
                        2017                  2016
                                                  
                     Rmb'000               Rmb'000
                                                  
                 (Unaudited)             (Audited)
                                                  
           -----------------    ------------------
                                                  
    Within           205,898               339,391
    3                                             
    months                                        
                                                  
    3                207,115               117,706
    months                                        
    to 1                                          
    year                                          
                                                  
    1 to 2            74,851               190,561
    years                                         
                                                  
    2 to 3            79,231                38,879
    years                                         
                                                  
    Over 3            98,664                97,763
    years                                         
                                                  
             ---------------      ----------------
                                                  
    Total            665,759               784,300
                                                  
                    ========              ========

    10. CONVERTIBLE BONDS

    On April 21, 2017, the Company issued a zero coupon convertible bond due 2022
    in an aggregate principal amount of Euro365,000,000 (the "Convertible Bonds"),
    the Convertible Bonds are listed on The Stock Exchange of Hong Kong Limited
    ("Hong Kong Stock Exchange").

    The principal terms of the Convertible Bonds are set out below:

    (1) Conversion right

    The Convertible Bonds will, at the option of the holder ("Bondholders"), be
    convertible (unless previously redeemed, converted or purchased and cancelled)
    on or after June 1, 2017 up to April 11, 2022 into fully paid ordinary shares
    with a par value of Rmb1.00 each at an initial conversion price (the
    "Conversion Price") of HK$13.10 per H share and a fixed exchange rate of
    HK$8.2964 to Euro1.00 (the "Fixed Exchange Rate"). The Conversion Price is
    subject to adjustments in the manner set out in the agreement of the
    Convertible Bonds.

    A final dividend of Rmb29.5 cents per share for the year ended December 31,
    2016 was approved in the annual general meeting in May 2017. Pursuant to the
    anti-dilutive adjustments on Conversion Price in accordance with the agreement
    of the Convertible Bonds, the Conversion Price was adjusted from HK$13.10 per H
    share to HK$12.63 per H share effective from May 24, 2017.

    (2) Redemption

    (i) Redemption at maturity

    Unless previously redeemed, converted or purchased and cancelled as provided
    herein, the Company will redeem each Convertible Bond at 100 percent of its
    outstanding principal amount on April 21, 2022 (the "Maturity Date").

    (ii) Redemption at the option of the Company

    The Company may, having given not less than 30 nor more than 60 days' notice,
    redeem the Convertible Bonds in whole and not some only at 100 percent of their
    outstanding principal amount as at the relevant redemption date:

    (a) at any time after April 21, 2020 but prior to the Maturity Date, provided
    that no such redemption may be made unless the closing price of an H share
    translated into Euro at the prevailing rate applicable to each Hong Kong Stock
    Exchange business day, for any 20 Hong Kong Stock Exchange business days within
    a period of 30 consecutive Hong Kong Stock Exchange business days, the last of
    such Hong Kong Stock Exchange business day shall occur not more than 10 days
    prior to the date upon which notice of such redemption is given, was, for each
    such 20 Hong Kong Stock Exchange business days, at least 130 percent of the
    Conversion Price (translated into Euro at the Fixed Exchange Rate); or

    (b) if at any time the aggregate principal amount of the Convertible Bonds
    outstanding is less than 10 percent of the aggregate principal amount
    originally issued.

    (iii) Redemption at the option of the Bondholders

    The Company will, at the option of the Bondholders, redeem whole or some of
    that holder's bonds on April 21, 2020 (the "Put Option Date") at 100 percent of
    their outstanding principal amount on the Put Option Date.

    The Convertible Bonds comprise two components:

    (1) Debt component was initially measured at fair value amounted to
    approximately Rmb2,190,578,000. It is subsequently measured at amortised cost
    by applying effective interest rate method after considering the effect of the
    transaction costs.

    (2) Derivative component comprises conversion right of the Bondholders,
    redemption option of the Company, and redemption option of the Bondholders.

    Transaction costs that relate to the issue of the Convertible Bonds are
    allocated to the (including conversion right and redemption options) components
    in proportion to their respective fair values. Transaction costs amounting to
    approximately Rmb3,079,000 relating to the derivative component were charged to
    profit or loss immediately. Transaction costs amounting to approximately
    Rmb13,646,000 relating to the debt component are included in the carrying
    amount of the debt portion and amortised over the period of the Convertible
    Bonds using the effective interest method.

    The derivative component was measured at fair value with reference to valuation
    carried out by an independent valuation institution. The fair value of
    derivative component is calculated using the binominal option pricing model.

    The changes of the debt and derivative component of the Convertible Bonds for
    the Period are set out below:

                                  Debt component         Derivative           Total
                                                          component                
                                                                                   
                                         Rmb'000            Rmb'000         Rmb'000
                                                                                   
                               -----------------  -----------------  --------------
                                                                                   
    Convertible Bonds issued           2,190,578            494,302       2,684,880
    on April 21,2017                                                               
                                                                                   
    Transaction costs                   (13,646)                  -        (13,646)
                                                                                   
    Interest charged during               16,313                  -          16,313
    the period from April 21,                                                      
    2017 to June 30, 2017                                                          
                                                                                   
    Exchange loss during the             108,660                  -         108,660
    period from April 21, 2017                                                     
    to June 30, 2017                                                               
                                                                                   
    Loss on fair value during                  -             45,242          45,242
    the period from April 21,                                                      
    2017 to June 30, 2017                                                          
                                                                                   
                                ----------------    ---------------   -------------
                                                                                   
    As at June 30, 2017                2,301,905            539,544       2,841,449
    (Unaudited)                                                                    
                                                                                   
                                       =========          =========        ========

    No conversion or redemption of the Convertible Bonds has occurred up to June
    30, 2017.

    BUSINESS REVIEW

    In the first half of 2017, China's economic development maintained stable
    growth while showing positive signs of development. The pace of economic growth
    was at a reasonable level, with GDP growing 6.9% year-on-year, while
    investment, consumption and exports of Zhejiang Province all grew at a faster
    rate. The rapid development of the tertiary industry, in particular the
    information technology sector, was the main contributor to Zhejiang Province's
    GDP growth, driving its overall economy to grow at a medium-to-high pace. The
    year-on-year GDP growth in Zhejiang Province was 1.1 percentage points higher
    than the country, standing at 8.0% for the first half of 2017.

    As Zhejiang Province's economy steadily improved during the Period, traffic
    volume on the Group's expressways continued to maintain solid organic growth.
    However, as Zheshang Securities was affected by bearish market sentiment,
    revenue from the Group's overall operations decreased 2.8% year-on-year. Total
    revenue reached Rmb4,668.76 million, of which Rmb2,868.62 million was generated
    from the five major expressways operated by the Group, representing an increase
    of 13.0% year-on-year and 61.4% of the total revenue, and Rmb1,705.45 million
    was from the securities business, representing a decrease of 20.8% year-on-year
    and 36.6% of the total revenue.

    A breakdown of the Group's revenue for the Period is set out below:

                                                  For the six months ended June 30,
                                                                                   
                                                2017              2016             
                                                                                   
                                             Rmb'000           Rmb'000     % Change
                                                                                   
                                                            (Restated)             
                                                                                   
                                       -------------  ----------------  -----------
                                                                                   
    Toll revenue                                                                   
                                                                                   
    Shanghai-Hangzhou-Ningbo               1,781,361         1,620,279         9.9%
    Expressway                                                                     
                                                                                   
    Shangsan Expressway                      609,249           537,800        13.3%
                                                                                   
    Jinhua section, Ningbo-Jinhua            177,522           160,198        10.8%
    Expressway                                                                     
                                                                                   
    Hanghui Expressway                       232,051           219,529         5.7%
                                                                                   
    Huihang Expressway                        68,434                 -          N/A
                                                                                   
    Securities business revenue                                                    
                                                                                   
    Commission                             1,044,160         1,407,455       -25.8%
                                                                                   
    Interest                                 661,293           744,925       -11.2%
                                                                                   
    Other operation revenue                                                        
                                                                                   
    Property sales                            47,413            71,397       -33.6%
                                                                                   
    Hotel operation                           47,275            43,431         8.9%
                                                                                   
                                       -------------      ------------  -----------
                                                                                   
    Total revenue                          4,668,758         4,805,014        -2.8%
                                                                                   
                                            ========          ========     ========

    Toll Road Operations

    During the Period, driven by growth in key GDP contributors including
    investments, consumption and exports, the economy of Zhejiang Province
    maintained healthy growth momentum. As a result, the organic traffic volume on
    the Group's expressways registered strong rate of growth. During the Period,
    the organic traffic volume growth rates for the Group's five expressways,
    namely the Shanghai-Hangzhou-Ningbo Expressway, the Shangsan Expressway, the
    Jinhua Section of the Ningbo-Jinhua Expressway, the Hanghui Expressway, and
    Huihang Expressway, were 9.3%, 11.1%, 10.4%, 9.5% and 8.3%, respectively, with
    the varied rates of growth due to the different regions where the five
    expressways are located.

    Previously, the opening of the Hangzhou Xiaoshan Airport Expressway and
    surrounding elevated highways in May 2016 caused certain traffic volume
    diversion for the Second Qiantang River Bridge of the Shanghai-Hangzhou-Ningbo
    Expressway (operated by the Group). However, starting from November 25, 2016,
    the "no-trucks" policy was lifted on the Second Qiantang River Bridge,
    resulting in traffic volume recovery that was able to largely offset the
    previous diversion impact. Based on the latest data, this section started to
    see strong recovery in traffic volume from May 2017.

    In addition, after Ministry of Transport of the PRC released "Regulation on
    overloaded trucks on roadways" on September 21, 2016, the Zhejiang Government
    tightened controls on overloaded trucks and adjusted the maximum limits on
    local roads. As a result, some trucks switched to expressways, which benefited
    the Shangsan Expressway and the Jinhua Section of the Ningbo-Jinhua Expressway
    operated by the Group, both of which are heavy in truck traffic. Consequently,
    the two expressways recorded rapid growth in both truck traffic and toll
    revenue, with the rate of growth in truck traffic higher than that of passenger
    vehicles.

    The Hangzhou-Xinanjiang-Jingdezhen Expressway opened for traffic on December 1,
    2016 and caused certain diversion impact on both the Hanghui Expressway and the
    Huihang Expressway, more so for the latter. Overall, traffic growth along both
    expressways was lower than the Group's other sections during the Period.

    During the Period, the average daily traffic volume in full-trip equivalents
    along the Group's Shanghai-Hangzhou-Ningbo Expressway was 54,284, representing
    an increase of 9.0% year-on-year. In particular, the average daily traffic
    volume in full trip equivalents along the Shanghai-Hangzhou section of the
    Shanghai-Hangzhou-Ningbo Expressway was 55,764, representing an increase of
    13.8% year-on-year, and that along the Hangzhou-Ningbo Section was 53,226,
    representing an increase of 5.6% year-on-year. Average daily traffic volume in
    full-trip equivalents along the Shangsan Expressway was 30,100, representing an
    increase of 10.9% year-on-year. Average daily traffic volume in full-trip
    equivalents along the Jinhua Section of the Ningbo-Jinhua Expressway was
    19,673, representing an increase of 11.4% year-on-year. Average daily traffic
    volume in full-trip equivalents along the Hanghui Expressway was 17,527,
    representing an increase of 8.6% year-on-year. Average daily traffic volume in
    full-trip equivalents along the Huihang Expressway was 7,991, representing an
    increase of 2.3% year-on-year.

    During the Period, total toll revenue from the 248km Shanghai-Hangzhou-Ningbo
    Expressway, the 142km Shangsan Expressway, the 70km Jinhua Section of the
    Ningbo-Jinhua Expressway, the 122km Hanghui Expressway and the 82km Huihang
    Expressway was Rmb2,868.62 million, representing an increase of 13.0%
    year-on-year. Among which, toll revenue from the Shanghai-Hangzhou-Ningbo
    Expressway was Rmb1,781.36 million, representing an increase of 9.9%
    year-on-year; toll revenue from the Shangsan Expressway was Rmb609.25 million,
    representing an increase of 13.3% year-on-year; toll revenue from the Jinhua
    Section of the Ningbo-Jinhua Expressway was Rmb177.52 million, representing an
    increase of 10.8% year-on-year; and toll revenue from the Hanghui Expressway
    was Rmb232.05 million, representing an increase of 5.7% year-on-year. The
    Huihang Expressway, which was acquired by the Group in September 2016,
    contributed Rmb68.43 million to the consolidated toll revenue of the Group
    during the Period.

    Securities Businesses

    During the Period, due to the volatility in domestic stock markets, trading
    volume on the Shanghai and Shenzhen stock markets decreased 18.5% year-on-year
    in total. Moreover, overall brokerage commission rate of Zheshang Securities
    has been declining as affected by the downturn of trading volume and the
    decline in its market share. During the Period, though the revenue from
    Zheshang Securities' investment banking business experienced slight growth, its
    other business segments recorded varied levels of revenue decreases
    year-on-year.

    During the Period, Zheshang Securities recorded total revenue of Rmb1,705.45
    million, a decrease of 20.8% year-on-year. Of which, commission income declined
    25.8% year-on-year to Rmb1,044.16 million, and interest income from the
    securities business was Rmb661.29 million, representing a decrease of 11.2%
    year-on-year. In addition, during the Period, securities investment gains of
    Zheshang Securities included in the condensed consolidated statement of profit
    or loss and other comprehensive income of the Group was Rmb370.30 million
    (corresponding period in 2016: gains of Rmb107.99 million).

    Although revenue from most of Zheshang Securities' business segments (with the
    exception of the investment banking business) decreased during the Period, the
    development of each segment continued to progress steadily and the asset
    management scale grew continuously. Concurrently, after all the efforts made by
    various parties, Zheshang Securities has finally obtained the approval from the
    China Securities Regulatory Commission (CSRC) and was listed on the Shanghai
    Stock Exchange on June 26, 2017. Zheshang Securities has issued 333,333,400 new
    shares in total with an offering price of Rmb8.45. The net proceeds (after
    deducting the issue costs) were approximately Rmb2,757 million. Following the
    listing, Zhejiang Shangsan Expressway Co., Ltd. (Shangsan Co.) owns a 63.74%
    equity stake in Zheshang Securities.

    Other Business Operations

    Zhejiang Yuhang Expressway Co., Ltd. (a 51% owned subsidiary of the Company)
    derived revenue mainly from hotel operations and sales of ancillary apartments,
    namely the Qiyu Apartments.

    Its subsidiary Grand New Century Hotel realized revenue of Rmb47.28 million for
    the Period. Qiyu Apartments opened for sale on November 29, 2015. 90 flats were
    sold during the Period and realized sales revenue of Rmb47.41 million.

    Long-Term Investments

    Zhejiang Shaoxing Shengxin Expressway Co., Ltd. ("Shengxin Co", a 50% owned
    joint venture of the Company) operates the 73.4km Shaoxing Section of the
    Ningbo-Jinhua Expressway. During the Period, the average daily traffic volume
    in full-trip equivalents was 18,852, representing an increase of 15.5%
    year-on-year. Toll revenue during the Period was Rmb192.07 million. During the
    Period, the joint venture reported a net profit of Rmb10.26 million
    (corresponding period in 2016: net profit of Rmb0.2 million).

    During the Period, Zhejiang Communications Investment Group Finance Co., Ltd.
    (a 35% owned associate company of the Company), derived income mainly from
    interest, fees and commissions for providing financial services, including
    arranging loans and receiving deposits, for the subsidiaries of Zhejiang
    Communications Investment Group Co., Ltd.,  ("Communication Group") the
    controlling shareholder of the Company. During the Period, this associate
    company realized a net profit of Rmb160.27 million (corresponding period in
    2016: net profit of Rmb49.92 million).

    During the Period, Yangtze United Financial Leasing Co., Ltd. (a 13% owned
    associate company of the Company, the ownership increased from 9% on December
    14, 2016), was involved in the finance leasing business, transferring and
    receiving the transfer of financial leasing assets, fixed-income securities
    investment businesses, and other businesses approved by the China Banking
    Regulatory Commission. During the Period, this associate company realized a net
    profit of Rmb117.00 million (corresponding period in 2016: net profit of
    Rmb57.86 million).

    FINANCIAL ANALYSIS

    The Group adopts a prudent financial policy with an aim to provide shareholders
    of the Company with sound returns in a long run.

    During the Period, profit attributable to owners of the Company was
    approximately Rmb1,510.74 million, representing an increase of 10.4% over the
    corresponding period of 2016, earnings per share for the Company from
    continuing and discontinued operation was Rmb34.78 cents, representing an
    increase of 10.4%, and return on owners' equity was 7.8%, representing a
    decline of 3.7% over the corresponding period of 2016.

    Liquidity and financial resources

    As at June 30, 2017, current assets of the Group amounted to Rmb55,836.30
    million in aggregate (December 31, 2016: Rmb52,158.22 million), of which bank
    balances and cash accounted for 15.0% (December 31, 2016: 14.1%), bank balances
    held on behalf of customers accounted for 32.5% (December 31, 2016: 38.5%),
    held for trading investments accounted for 21.7% (December 31, 2016: 15.6%) and
    loans to customers arising from margin financing business accounted for 12.7%
    (December 31, 2016: 15.2%). The current ratio (current assets over current
    liabilities) of the Group as at June 30, 2017 was 1.4 (December 31, 2016: 1.2).
    Excluding the effect of the customer deposits arising from the securities
    business, the resultant current ratio of the Group (current assets less bank
    balances held on behalf of customers over current liabilities less balance of
    accounts payable to customers arising from securities business) was 1.7
    (December 31, 2016: 1.4).

    The amount of held for trading investments of the Group as at June 30, 2017 was
    Rmb12,095.58 million (December 31, 2016: Rmb8,144.13 million), of which 89.2%
    was invested in bonds, 3.8% was invested in stocks, and the rest was invested
    in open-ended funds and open-ended trust products.

    During the Period, net cash inflow generated from the Group's operating
    activities amounted to Rmb1,487.33 million.

    The Directors do not expect the Company to experience any problems with
    liquidity and financial resources in the foreseeable future.

    Borrowings and solvency

    As at June 30, 2017, total liabilities of the Group amounted to Rmb48,388.19
    million (December 31, 2016: Rmb49,585.51 million), of which 3.9% was bank and
    other borrowings, 4.2% was short-term financing note payable, 14.9% was bonds
    payable, 5.9% was convertible bonds, 20.7% was financial assets sold under
    repurchase agreements, and 37.3% was accounts payable to customers arising from
    securities business.

    As at June 30, 2017, total interest-bearing borrowings of the Group amounted to
    Rmb13,961.45 million, representing a decrease of 16.1% compared to that as at
    December 31, 2016. The borrowings comprised outstanding balances of domestic
    commercial bank loans of Rmb1,000.00 million, borrowings from a domestic
    financial institution of Rmb870.00 million, subordinated bonds of Rmb3,000.00
    million, corporate bonds of Rmb3,400.00 million, beneficial certificates of
    Rmb2,850.00 million and convertible bonds of Rmb2,841.45 million. Of the
    interest-bearing borrowings, 59.0% was not payable within one year.

    As at June 30, 2017, the Group's loans from domestic commercial banks were
    short-term loans with annual fixed interest rates at 3.915%. The annual
    floating interest rate for borrowings from a domestic financial institution was
    3.915%. The annual interest rates for beneficial certificates were fixed at
    rates between 3.7% and 5.3%. The annual interest rates for subordinated bonds
    were fixed at rates between 3.63% and 6.3%. The annual interest rates for
    corporate bonds were fixed at 3.08% and 4.9%, while the annual interest rate
    for accounts payable to customers arising from the securities business was
    fixed at 0.35%.

    Total interest expenses and profit before interest and tax for the Period
    amounted to Rmb330.31 million and Rmb2,771.89 million, respectively. The
    interest cover ratio (profit before interest and tax over interest expenses)
    remained at 8.4 (corresponding period of 2016: 7.6) times.

    As at June 30, 2017, the asset-liability ratio (total liabilities over total
    assets) of the Group was 63.8% (December 31, 2016: 67.2%). Excluding the effect
    of customer deposits arising from the securities business, the resultant
    asset-liability ratio (total liabilities less balance of accounts payable to
    customers arising from securities business over total assets less bank balances
    held on behalf of customers) of the Group was 52.6% (December 31, 2016: 55.0%).

    Capital structure

    As at June 30, 2017, the Group had Rmb27,435.18 million in total equity,
    Rmb41,560.39 million in fixed-rate liabilities, Rmb870.00 million in
    floating-rate liabilities, and Rmb5,957.80 million in interest-free
    liabilities, representing 36.2%, 54.8%, 1.1% and 7.9% of the Group's total
    capital, respectively. The gearing ratio, which is computed by dividing the
    total liabilities less accounts payable to customers arising from the
    securities business by total equity, was 110.6% as at June 30, 2017 (December
    31, 2016: 122.1%).

    Capital expenditure commitments and utilization

    During the Period, capital expenditure of the Group amounted to Rmb281.82
    million in total. Amongst the total capital expenditure of the Group, Rmb216.00
    million was incurred for acquiring equity investment, Rmb25.74 million was
    incurred for acquisition and construction of properties, Rmb40.08 million was
    incurred for purchase and construction of equipment and facilities.

    As at June 30, 2017, the remaining capital expenditure committed by the Group
    amounted to Rmb488.73 million in total. Amongst the remaining balance of total
    capital expenditures committed by the Group, Rmb216.66 million will be used for
    acquisition and construction of properties, Rmb272.07 million for acquisition
    and construction of equipment and facilities.

    The Group will consider financing the above-mentioned capital expenditure
    commitments with internally generated cash flow first and then will
    comprehensively consider using debt financing and equity financing to meet any
    shortfalls.

    Contingent liabilities and pledge of assets

    Pursuant to the board resolution of the Company dated November 16, 2012, the
    Company and Shaoxing Communications Investment Group Co., Ltd. (the other joint
    venture partner that holds 50% equity interest in Shengxin Co) provided
    Shengxin Co with a joint guarantee for its bank loans of Rmb2.2 billion, in
    accordance with their proportionate equity interest in Shengxin Co. During the
    Period, Rmb112.00 million of the bank loans had been repaid. As at June 30,
    2017, the remaining bank loan balance is Rmb1,780.00 million.

    Except for the above, as at June 30, 2017, the Group did not have any other
    contingent liabilities, pledge of assets or guarantees.

    Foreign exchange exposure

    During the Period, save for (i) dividend payments to the holders of H shares in
    Hong Kong dollars, (ii) borrowing in the amount of HK$432.53 million on June 8,
    2016 and repayment on the borrowing on June 8, 2017, and (iii) Zheshang
    International Financial Holding Co., Limited (a wholly owned subsidiary of
    Zheshang Securities) operating in Hong Kong, (iv) issuance of the zero coupon
    convertible bonds in an aggregate principal amount of Euro365.00 million in
    Hong Kong capital market, the Group's principal operations were transacted and
    booked in Renminbi.

    During the Period, the Group completed one-year HK dollar forwards of
    equivalent amount to hedge the foreign exchange risk derived from the Hong Kong
    dollar borrowing, which was purchased in the corresponding period of 2016.
    Besides, the Group has not used any other financial instruments for hedging
    purpose during the Period.

    OUTLOOK

    In the first half of 2017, China's economic development maintained stable
    growth while showing more positive changes, a trend continued from last year.
    The economic development in Zhejiang Province, a key area in the Yangtze River
    Delta area, performed well, hitting a new high before stabilizing, driven by an
    improved economic structure and strong new momentum. Benefiting from a faster
    development of both macro and local economic environment, the Group expects
    that the organic traffic volume for its major expressway sections will enjoy
    robust growth throughout 2017, while the overall traffic volume is likely to
    register healthy growth as well.

    Currently, the Group saw not just the positive network effect but also certain
    diversion impact. It is expected that in the second half of 2017, the newly
    launched Hangzhou-Xinanjiang-Jingdezhen Expressway will continue to cause a
    diversion impact on the traffic volume of the nearby Hanghui Expressway and
    Huihang Expressway. In response, the Group will continue to improve operating
    management by optimizing the toll collection system and promoting smart payment
    solutions. The Group also plans to strengthen analysis of expressway networks
    and adopt effective promotional and marketing measures to direct and attract
    more vehicles to use the expressways operated by the Group to minimize the
    diversion impact.

    The stock markets in China are likely to fluctuate, however Chinese regulators
    continue to work towards healthy development of the capital markets and
    improved regulatory frameworks. The Group believes such measures will bring new
    opportunities to its securities business. For Zheshang Securities, its
    successful listing on the Shanghai Stock Exchange on June 26, 2017, builds a
    solid foundation for further expansions in asset scale, as well as its
    sustainable and healthy development. At the same time, its listing is also set
    to improve its management capabilities through standardizing procedures and
    strengthen risk control.

    Looking ahead over the second half of 2017, the macro economy is expected to
    rebound with upside momentum while confronted by serious pressures. Under the
    backdrop of "New Normal" in terms of economic development, the Group believes
    that the positive momentum presented by the ever-improving policy environment
    in Zhejiang Province is set to bring new opportunities to all business segments
    of the Group. Leveraging its leading market position and its strengths in
    operational management, the Company's management will look to expand its core
    expressway business while strengthening its securities business and seeking
    suitable investments and development projects in order to enlarge the asset
    scale of its core businesses and increase future profitability.

    IMPORTANT EVENTS OCCURRED SINCE THE END OF THE PERIOD

    There has been no occurrence of important events affecting the Group since the
    end of the Period.

    PURCHASE, SALE AND REDEMPTION OF THE COMPANY'S SHARES

    Neither the Company nor any of its subsidiaries purchased, sold, redeemed or
    cancelled any of the Company's shares during the Period.

    COMPLIANCE WITH LISTING RULES APPENDIX 14

    During the Period, the Company complied with all code provisions in the
    Corporate Governance Code and Corporate Governance Report (the "Code") set out
    in Appendix 14 to the Listing Rules, and adopted the recommended best practices
    in the Code as and when applicable.

    CONTINUING CONNECTED TRANSACTION UNDER ASSET MANAGEMENT AGREEMENT II

    Reference is made to the announcement of the Company dated August 18, 2017 in
    relation to the Asset Management Agreements. In particular, with reference to
    the Asset Management Agreement II, Zhejiang Zheshang Securities Asset
    Management Co., Ltd., as the manager of the Asset Management Schemes, is
    entitled to the management fee which is calculated with reference to the net
    value of the entrusted assets. Given the applicable percentage ratios in
    respect of the transaction contemplated under the Asset Management Agreement II
    are less than 0.1%, such continuing connected transaction will be exempt from
    the annual review, reporting, announcement and independent shareholders'
    approval requirements under Chapter 14A of the Listing Rules.

    COMPENSATION PAYMENT

    On 26 June, 2017, the spin-off of Zheshang Securities ("Listing"), an
    indirectly owned subsidiary of the Company, had been completed, and the
    dealings in the A shares of Zheshang Securities on the Shanghai Stock Exchange
    had commenced. Pursuant to the Implementing Measures for the Transfer of
    Certain State-owned Shares from the Domestic Securities Market to the National
    Social Security Fund (No. 94 [2009] of the Ministry of Finance) dated 19 June
    2009 (the "Measures") and according to the Reply on the Proposal of the
    State-owned Share Transfer in the Initial Public Offerings of Zheshang
    Securities Co., Ltd. in A Shares Market (No. 9 [2013] of the SASAC of Zhejiang
    Province) dated 4 February 2013, the state-owned shareholders of Zheshang
    Securities are required, upon the Listing, to transfer a number of shares in
    Zheshang Securities they hold which, in aggregate, represents 10% of the total
    number of shares issued under the Listing to the National Social Security Fund
    ("NSSF Transfer "). Shangsan Co. proposes that the NSSF Transfer be satisfied
    by way of a payment of cash equivalent to the value of the shares required to
    be transferred by Shangsan Co. to the National Social Security Fund ("NSSF
    Payment"). The exact amount of such NSSF Payment will depend upon the size and
    offer price of the A shares offering of Zheshang Securities as well as the then
    respective shareholding percentages of the state-owned shareholders in Zheshang
    Securities.

    In addition, pursuant to the Measures, Communications Group, being a
    state-owned shareholder of the Company, shall be required to compensate the
    other shareholders of the Company ("H Shareholders"), being non-state-owned
    shareholders, as a compensation of the NSSF Payment ("Compensation Payment").

    The Company received the Reply on the Fulfillment of the State-owned Share
    Transfer Obligation in the IPO of Zheshang Securities from the Communications
    Group dated 24 July 2017 whereby the proposed NSSF Payment is approved. It is
    confirmed that Shangsan Co. is required to pay Rmb193,617,317.25 in total into
    the National Social Security Fund. At the same time, Compensation Payment in
    the amount of Rmb47,061,704.55 should be paid to the H Shareholders (the "NSSF
    Payment" and "Compensation Payment" together the "Payment"). Upon completion of
    the Payment, the Company is required to notify and complete filing process with
    the State-owned Assets Supervision and Administration Commission of Zhejiang
    Province.

    As such, the Directors have recommended the Compensation Payment in the amount
    of Rmb47,061,704.55 to the H Shareholders along with the payment of an interim
    dividend of Rmb6 cents per share to all shareholders. The proposed payment of
    interim dividend is subject to approval at the EGM of the Company.

    Date of the EGM, as well as relevant book closing period, last day of transfer
    and record date will be announced separately in due course.

                                                 By Order of the Board             
                                                Zhejiang Expressway Co., Ltd       
                                                   ZHAN Xiaozhang                  
                                                       Chairman                    

    Hangzhou, the PRC, August 23, 2017

    As at the date of this announcement, the executive directors of the Company
    are: Mr. ZHAN Xiaozhang, Mr. CHENG Tao and Ms. LUO Jianhu; the non-executive
    directors of the Company are: Mr. WANG Dongjie, Mr. DAI Benmeng, and Mr. ZHOU
    Jianping; and the independent non-executive directors of the Company are: Mr.
    ZHOU Jun, Mr. PEI Ker-Wei and Ms. LEE Wai Tsang, Rosa.