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If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountants or other professional adviser. If you have sold or transferred all your shares in Zhejiang Expressway Co., Ltd., you should at once hand this circular with the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.



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

(Stock code: 0576)


  1. MAJOR AND CONNECTED TRANSACTION IN RELATION TO DISPOSAL OF 50% EQUITY INTEREST IN PETROLEUM CO AND
  2. NOTICE OF THE EXTRAORDINARY GENERAL MEETING


Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders of Zhejiang Expressway Co., Ltd.


TC Capital Asia Limited



A letter from the Board is set out on pages 5 to 12 of this circular.

A letter from the Independent Board Committee is set out on page 13 of this circular.

A letter from TC Capital Asia Limited, the Independent Financial Adviser, containing its recommendations to the Independent Board Committee and the Independent Shareholders is set out on pages 14 to 23 of this circular.

A notice for convening the extraordinary general meeting (the 'EGM') of the Company to be held at 10:00 a.m. on 22 December 2015 at 5/F, No. 2 Mingzhu International Business Center, 199 Wuxing Road, Hangzhou City, Zhejiang Province, the People's Republic of China is set out on pages 60 and 61 of this circular.

A form of proxy for use at the EGM is enclosed. Whether or not you are able to attend the meeting in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon. In case of H Shares, the proxy form shall be lodged with the Company's H Shares Registrar, Hong Kong Registrars Limited, at Rooms 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not less than 24 hours before the time for holding the EGM (or any adjournment thereof). Completion and delivery of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.


6 November 2015

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Letter from the Independent Board Committee 13 Letter from TC Capital Asia Limited 14 Appendix I - Valuation Report 24 Appendix II - Letters Relating to Discounted Future Estimated Cash Flows 49 Appendix III - Financial Information of the Group 52 Appendix IV - General Information 54 Notice of EGM 60

In this circular, unless the context specifies otherwise, the following expressions shall have the meanings stated below:


'associate' has the meaning ascribed to it under the Listing Rules


'Board' the Board of Directors


'Business Day' any day other than a Saturday or Sunday or a public holiday in the PRC, on which banks are generally open for business in the PRC


'Communications Group' 浙江省交通投資集團有限公司(Zhejiang Communications

Investment Group Co., Ltd.*), a wholly State-owned enterprise established in the PRC, and the controlling shareholder of the Company


'Company' Zhejiang Expressway Co., Ltd. (浙江滬杭甬高速公路股份有限公 司), a joint stock limited company incorporated in the PRC with limited liability


'Completion' completion of the Disposal pursuant to the Share Purchase Agreement


'connected person(s)' has the meaning ascribed to it under the Listing Rules 'controlling shareholder' has the meaning ascribed to it under the Listing Rules 'Deloitte' Deloitte Touche Tohmatsu, the auditors of the Company

'Development Co' 浙江高速投資發展有限公司(Zhejiang Expressway Investment

Development Co., Ltd.*), a company incorporated in the PRC and a wholly-owned subsidiary of the Company


'Director(s)' the director(s) of the Company


'Disposal' the disposal of 50% equity interest in Petroleum Co by the Company in accordance with the Share Purchase Agreement


'EGM' the extraordinary general meeting of the Shareholders of the Company to be convened for the purposes of, among other things, the approval by the Independent Shareholders of the Share Purchase Agreement, the notice of which is set out on pages 60 and 61 of this circular


'Group' the Company and its subsidiaries



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'H Shares' overseas listed foreign shares in the share capital of the Company with a nominal value of RMB1 per share, which are listed on the Main Board of the Stock Exchange


'Hong Kong' the Hong Kong Special Administrative Region of the PRC

'HK$' Hong Kong dollars, the lawful currency of Hong Kong 'Independent Board Committee' an independent committee of the Board comprising all

independent non-executive Directors, namely, Mr. Zhou Jun, Mr.

Pei Ker-Wei and Ms. Lee Wai Tsang Rosa


'Independent Financial Adviser' TC Capital Asia Limited, a licensed corporation licensed to

conduct type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities under the SFO and the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the Share Purchase Agreement


'Independent Shareholders' Shareholders who are independent within the meaning of the

relevant provisions of the Listing Rules, and, in relation to the approval of the Share Purchase Agreement and the transactions contemplated thereunder at the EGM, means the Shareholders other than Communications Group and its associates


'Jones Lang LaSalle' Jones Lang LaSalle Corporate Appraisal and Advisory Limited,

an independent valuer appointed by the Company in respect of Petroleum Co


'Latest Practicable Date' 4 November 2015, being the latest practicable date for

ascertaining certain information in this circular


'Listing Rules' Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited


'Management Services' the management services currently provided by Petroleum Co to

Development Co in respect of the day-to-day management of the Service Stations


'percentage ratio' has the meaning ascribed to it under Rule 14.04(9) of the Listing Rules


'Petrol Supply Services' the existing supply of petroleum by Petroleum Co to Development

Co for purchase and re-sale at the Service Stations



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