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.

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

(Stock code: 0576) ANNOUNCEMENT ON RESULTS OF THE EGM APPOINTMENT OF NON-EXECUTIVE DIRECTORS AND INDEPENDENT NON-EXECUTIVE DIRECTOR

Zhejiang Expressway Co., Ltd. (the "Company") held an extraordinary general meeting (the "EGM") at 10:00 a.m. on Monday, December 29, 2014 at 12/F, Block A, Dragon Century Plaza, 1 Hangda Road, Hangzhou, Zhejiang Province, the People's Republic of China (the "PRC").
Shareholders of the Company (the "Shareholders") who attended the EGM by proxy represented a total of 3,756,134,756 shares of the Company entitled to attend and to vote at the EGM, or 86.48% of the total issued share capital of the Company as at the date of the EGM. The EGM was convened by the board (the "Board") of directors (the "Directors") of the Company. Chairman of the Company, Mr. ZHAN Xiaozhang, chaired the EGM.
After considering the ordinary resolutions proposed by the Board at the EGM, the Shareholders resolved through voting by way of poll, and approved all the proposed resolutions, details of which are as follows:
1. Resolved to elect Mr. Dai Benmeng as a non-executive Director of the Company, and to approve his allowance package, with 3,689,333,756 shares voted in the affirmative (representing 98.22% of the total shares held by the Shareholders present at the EGM) and 66,801,000 shares voted in the negative (representing
1.78% of the total shares held by the Shareholders present at the EGM);
2. Resolved to elect Mr. Zhou Jianping as a non-executive Director of the Company, and to approve his allowance package, with 3,689,333,756 shares voted in the affirmative (representing 98.22% of the total shares held by the Shareholders present at the EGM) and 66,801,000 shares voted in the negative (representing
1.78% of the total shares held by the Shareholders present at the EGM);
1
3. Resolved to elect Ms. Lee Wai Tsang, Rosa as an independent non-executive
Director of the Company, and to approve her allowance package, with
3,751,180,780 shares voted in the affirmative (representing 99.87% of the total shares held by the Shareholders present at the EGM) and 3,975,933 shares voted in the negative (representing 0.11% of the total shares held by the Shareholders present at the EGM); and
4. Resolved to authorise the Board to approve the proposed Directors' service contracts and all other relevant documents and to authorise any one executive Director of the Company to sign such contracts and other relevant documents for and on behalf of the Company and to take all necessary actions in connection therewith, with 3,734,823,780 shares voted in the affirmative (representing 99.43% of the total shares held by the Shareholders present at the EGM) and 1,277,933 shares voted in the negative (representing 0.03% of the total shares held by the Shareholders present at the EGM).
The term of office of the newly elected Directors commences on December 29, 2014, and will end on the date of expiry of the term of the Sixth session of the Board, being June 30, 2015.
As at the date of the EGM, the total number of issued shares of the Company entitling the holders to attend and vote at the EGM in respect of the ordinary resolutions thereat was 4,343,114,500. There was no share entitling any holder to attend and vote only against the resolutions at the EGM. Mr. Eric Shi of the Company's auditors, Deloitte Touche Tohmatsu Certified Public Accountants, was appointed and acted as scrutineer for the vote taking during the EGM. No person was required to abstain from voting at the EGM in relation to the above.

Profiles of Newly Elected Directors Non-executive Directors

Mr. Dai Benmeng, aged 49, graduated from the Party School of the Zhejiang Committee of the Communist Party of China (浙江省委黨校) with a bachelor's degree specialising
in economics and management and is a senior economist. He began working in February
1987 and has been a director and the deputy general manager of Wenzhou Shipping Co., Ltd. (溫州海運有限公司), a director and the general manager of Zhejiang Wenzhou Yongtaiwen Expressway Co., Ltd. (浙江溫州甬台溫高速公路有限公司), a director and the general manager of Zhejiang Jinji Property Co., Ltd. (浙江金基置業有限公司), the
person in charge of Zhejiang Province North Zhejiang Expressway Management Co., Ltd. (浙江浙北高速公路管理有限公司), the chairman of Zhejiang ShenSuZheWan Expressway Co., Ltd. (浙江申蘇浙皖高速公路有限公司), and the general manager of the Shanghai-Jiaxing-Huzhou-Hangzhou branch of the Communications Group (交 通集團申嘉湖杭分公司). Mr. Dai is currently the manager of the Human Resources
Department of the Communications Group.
2
Mr. Zhou Jianping, aged 57, graduated from Xi'an Highway College (西安公路學院)
with a bachelor's degree specialising in vehicular transport and is a senior engineer at professor level. He began working in September 1975 and has been the deputy supervisor of the Business Management Office, supervisor of the office, assistant of the general manager, and deputy general manager of Zhejiang Province Vehicular Transport
General Company (浙江省汽車運輸總公司), the deputy head of Quzhou Municipal
Communications Bureau, Zhejiang Province, the manager of the Asset Management
Department of the Communications Group, and the person in charge of the Hangjinqu
Branch of the Communications Group (交通集團杭金衢分公司). Mr. Zhou is currently
the deputy chief economist and the manager of the Operations Department of the
Communications Group.

Independent non-executive Director

Ms. Lee Wai Tsang, Rosa, aged 37, is the chairman and an executive director of Grand Investment International Ltd. (a company listed on the Main Board of the Stock Exchange, Stock Code: 1160) and oversees its day-to-day investment, operation and administration. Ms. Lee holds a bachelor degree from the University of Southern California, a Master of Science in Finance from Boston College and a MBA from the University of Chicago. Ms. Lee is a licensed person for the regulated activities of dealing and advising in securities and asset management under the SFO. Ms. Lee is a director of Grand Finance Group Company Ltd. and several of its subsidiaries, Tianjin Yishang Friendship Holdings Co., Ltd. and MBP Software Group Holdings Ltd. Ms. Lee has extensive experience in management, investment, securities and auditing.
Ms. Lee has met the independence requirements as set out in Rule 3.13 of the Listing
Rules.

Directors' Emoluments

Non-executive Directors and independent non-executive Directors do not receive any fixed remunerations from the Company, though all non-executive Directors and independent non-executive Directors are provided with allowances that are subject to their levels of participation in the Company's meetings as determined by the Board at their discretion and there are no applicable scale for determining such remuneration.

Other Information

Save as disclosed in the above, the newly elected Directors has not held any other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas, nor any other positions within the Group. Furthermore, none of the newly elected Directors has any relationships with any Directors, senior management or substantial or controlling shareholders of the Company.
None of the newly elected Directors has any interest in the shares of the Company or its associated corporation (within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)).
3
Save as disclosed above, there are no other matters relating to the newly elected Directors that need to be brought to the attention of the Shareholders nor is there any information which is required to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

Appreciation

Mr. Zhang Junsheng, Mr. Li Zongsheng and Mr. Wang Weili no longer serve as Directors of the Company upon the conclusion of the EGM. For many years they had discharged their duties wholeheartedly to the benefit of the Company's continuous and healthy development. The Board would like to take this opportunity to thank them for their valuable contribution to the Company.
Mr. Zhang Junsheng had been an independent non-executive Director of the Company since 2000. Over the past fifteen years, Mr. Zhang had devoted himself to his duties as a Director, and had made a significant contribution to the Company's development and corporate governance. The Board would hereby like to express its sincere respect to Mr. Zhang Junsheng.
By order of the Board

Zhejiang Expressway Co., Ltd. Tony Zheng

Company Secretary

Hangzhou, the PRC, December 29, 2014

As at the date of this announcement, the executive Directors of the Company are: Mr. ZHAN Xiaozhang, Ms. LUO Jianhu and Mr. DING Huikang; the non-executive Directors of the Company are: Mr. 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.

4

distributed by