ZHEJIANG EXPRESSWAY CO LD: 2012 Annual Results Announcement

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)
                 2012 Annual Results Announcement


 -- Revenue amounted to Rmb6,700.26 million, representing a slight decrease of
    1.2% year-on-year.

 -- Profit attributable to owners of the Company amounted to 
    Rmb1,686.27 million, representing a decrease of 6.6% year-on-year.

 -- Earnings per share was Rmb38.83 cents.

 -- A final dividend of Rmb24 cents per share is recommended.


The directors (the "Directors") of Zhejiang Expressway Co., Ltd. (the 
"Company") announced the audited consolidated results of the Company and its 
subsidiaries (collectively the "Group") for the year ended December 31, 2012 
(the "Period"), with the basis of preparation as stated in note 1 set out 
below.


RESULTS AND DIVIDENDS


During the Period, revenue for the Group was Rmb6,700.26 million, 
representing a slight decrease of 1.2% over 2011. Profit attributable to 
owners of the Company was Rmb1,686.27 million, representing a decrease of 
6.6% year-on-year. Earnings per share for the Period was Rmb38.83 cents 
(2011: Rmb41.57 cents).


The Directors have recommended to pay a final dividend of Rmb24 cents per 
share (2011: Rmb25 cents), subject to shareholders' approval at the annual 
general meeting of the Company. Together with an interim dividend of Rmb6 
cents per share already paid, the annual dividend payout during the Period 
is Rmb30 cents per share (2011: Rmb31 cents).
 
The audit committee of the Company has reviewed the Group's annual results
of the Period. Set out below are the audited consolidated statement of 
comprehensive income for the Period and consolidated statement of 
financial position as at December 31, 2012, together with the comparative 
figures for 2011:


CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
                                                   For the year ended
                                                        December 31,
                                                 2012            2011
                                  Notes       Rmb'000         Rmb'000
                                            ----------      ----------

Revenue                              3      6,700,258       6,781,352
Operating costs                            (4,369,641)     (4,077,403)
                                            ----------      ----------


    
Gross profit                                2,330,617       2,703,949
Securities investment gains                    99,783           7,925
Other income                         4        288,644         281,929
Administrative expenses                       (82,092)        (84,380)
Other expenses                                (46,154)        (38,565)
Share of loss of associates                   (17,341)         (7,035)
Share of loss of a jointly 
  controlled entity                            (3,516)              -
Finance costs                                 (53,995)        (80,043) 
                                        ----------      ---------- 
Profit before tax                           2,515,946       2,783,780
Income tax expense                   5       (646,864)       (717,838) 


                                            ----------      ----------

Profit for the year                         1,869,082       2,065,942
                                            ----------      ----------
                                                      For the year ended
                                                       December 31,
                                                 2012            2011
                                  Note        Rmb'000         Rmb'000


                                         ----------     ----------
Other comprehensive income (loss)
Available-for-sale financial 
  assets:
- Fair value gain (loss) during 
  the year                                      4,800          (9,746)
- Reclassification adjustments for
  cumulative gain included in 
  profit or loss upon disposal                   (175)         (4,072)
Income tax relating to components 
  of other comprehensive income                (1,156)          3,455 
                                         ----------     ----------
Other comprehensive income (loss)  
  for the year (net of tax)                     3,469         (10,363) 


                                             ----------     ----------

Total comprehensive income for 
  the year                                  1,872,551       2,055,579
                                        ==============  ==============
     

Profit for the year attributable 
  to:
  Owners of the Company                     1,686,270       1,805,345
  Non-controlling interests                   182,812         260,597
                                           ----------      ----------
                                            1,869,082       2,065,942
                                        ==============  ==============

Total comprehensive income 
  attributable to:
  Owners of the Company                     1,688,079       1,799,941
  Non-controlling interests                   184,472         255,638
                                           ----------       ----------
                                            1,872,551       2,055,579
                                        ==============  ==============


Earnings per share - basic and 
  diluted                            7  Rmb38.83 cents  Rmb41.57 cents 
                                    ==============  ============== 
      
CONSOLIDATED STATEMENT OF FINANCIAL POSITION 


                                                 As at December 31,
                                                  2012            2011
                                  Note         Rmb'000         Rmb'000
                                             ----------     ----------

NON-CURRENT ASSETS
  Property, plant and equipment              1,357,844       1,294,465
  Prepaid lease payments                        66,931          68,983
  Expressway operating rights               10,732,058      11,364,938
  Goodwill                                      86,867          86,867
  Other intangible assets                      155,633         157,594
  Deposit paid for acquisition of a property         -         323,800
  Interests in associates                      465,513         446,679
  Interest in a jointly controlled entity      369,954               -
  Available-for-sale investments               133,000           1,000
  Other receivables                            325,035         382,000
                                             ----------     ----------
                                               13,692,835      14,126,326
                                             ----------     ----------

CURRENT ASSETS
  Inventories                                   27,418          26,400
  Trade receivables                  8          57,847          48,013
  Loans to customers arising from    


margin financing business                  724,123               -
  Other receivables and prepayments            701,627         844,142
  Prepaid lease payments                         2,052           2,052
  Available-for-sale investments               134,899          60,274
  Held for trading investments               1,486,772       1,260,021
  Financial assets held under resale  
agreement                                  280,066               -
  Bank balances held on behalf of customers  7,491,625       7,177,508
  Bank balances and cash    


    - Time deposits with original maturity    
        over three months                    1,483,408       2,467,793
    - Cash and cash equivalents              3,362,709       3,120,430
                                             ----------     ----------
                                               15,752,546      15,006,633
                                             ----------      ----------
                                                    As at December 31,
                                                  2012            2011
                                 Notes         Rmb'000         Rmb'000


                                         ----------     ----------
CURRENT LIABILITIES
  Accounts payable to customers  
arising from securities  
business                                 7,481,819       7,143,067
  Trade payables                     9         378,364         317,188
  Tax liabilities                              223,592         491,619
  Other taxes payable                           53,082          61,753
  Other payables and accruals                  973,031         724,216
  Dividends payable                             94,998          94,971
  Long-term bonds due in one-year            1,000,000               -
  Bank loans                                         -         462,553
  Derivative financial instrument                    -           6,426 


                                             ----------     ----------
                                            10,204,886       9,301,793


                                         ----------     ----------
NET CURRENT ASSETS                           5,547,660       5,704,840 
                                         ----------     ---------- 
TOTAL ASSETS LESS CURRENT 
  LIABILITIES                               19,240,495      19,831,166 


                                             ----------     ----------

NON-CURRENT LIABILITIES
  Long-term bonds                                    -       1,000,000
  Deferred tax liabilities                     224,220         232,066
                                             ----------     ----------
                                               224,220       1,232,066
                                             ----------     ----------
                                            19,016,275      18,599,100
                                        ==============  ==============
         

CAPITAL AND RESERVES
  Share capital                              4,343,115       4,343,115
  Reserves                                  11,177,137      10,835,424       
                                            ----------      ----------
     Equity attributable to owners 


of the Company                          15,520,252      15,178,539
  Non-controlling interests                  3,496,023       3,420,561 


                                            ----------      ----------
                                            19,016,275      18,599,100
                                        ==============  ==============
    


  
Notes: 
1. Basis of preparation 
The consolidated financial statements have been prepared in accordance  
with Hong Kong Financial Reporting Standards ("HKFRSs") issued by the Hong  
Kong Institute of Certified Public Accountants (the "HKICPA"). In addition, 
the consolidated financial statements include applicable disclosures  
required by the Rules Governing the Listing of Securities on The Stock  
Exchange of Hong Kong Limited (the "HKEx") (the "Listing Rules") and by  
the Hong Kong Companies Ordinance. 
2. Principal Accounting Policies 
The consolidated financial statements have been prepared on the historical 
cost basis except for certain financial instruments that are measured at  
fair values. Historical cost is generally based on the fair value of the  
consideration given in exchange for goods. 
In the current year, the Group has applied the following revised HKFRSs  
issued by the HKICPA:  
Amendments to HKAS 12          Deferred Tax: Recovery of Underlying Asset; 
                                and 
Amendments to HKFRS 7          Financial Instruments: Disclosures -  
                                Transfers of Financial Assets 
The application of the amendments to HKFRSs in the current year has had no  
material impact on the Group's financial performance and positions for the  
current and prior years and/or on the disclosures set out in these  
consolidated financial statements. 
The Group has not early applied the following new and revised HKFRSs that  
have been issued but are not yet effective: 
Amendments to HKFRSs           Annual Improvements to HKFRSs 2009 - 2011  
                                Cycle (Note 1) 
Amendments to HKFRS 7          Disclosures - Offsetting Financial Assets and  
                                Financial Liabilities (Note 1) 
Amendments to HKFRS 9          Mandatory Effective Date of HKFRS 9 and  
 and HKFRS 7                    Transition Disclosures (Note 3) 
Amendments to HKFRS 10,        Consolidated Financial Statements, Joint  


     HKFRS 11 and HKFRS 12          Arrangements and Disclosure of Interests
                                    in Other Entities: 


                                  Transition Guidance (Note 1) 
Amendments to HKFRS 10,        Investment Entities (Note 2) 
 HKFRS 12 and HKAS 27  
HKFRS 9                        Financial Instruments (Note 3) 
HKFRS 10                       Consolidated Financial Statements (Note 1) 
HKFRS 11                       Joint Arrangements (Note 1) 
HKFRS 12                       Disclosure of Interests in Other  
                                Entities (Note 1) 
HKFRS 13                       Fair Value Measurement (Note 1) 
HKAS 19 (as revised in 2011)   Employee Benefits (Note 1) 
HKAS 27 (as revised in 2011)   Separate Financial Statements (Note 1) 
HKAS 28 (as revised in 2011)   Investments in Associates and Joint  
                                Ventures (Note 1) 
Amendments to HKAS 1           Presentation of Items of Other Comprehensive  
                                Income (Note 4) 
Amendments to HKAS 32          Offsetting Financial Assets and Financial  
                                Liabilities (Note 2) 
HK(IFRIC) - Int 20             Stripping Costs in the Production Phase of a  
                                Surface Mine (Note 1) 
Note 1:    Effective for annual periods beginning on or after January 1, 
2013 
Note 2:    Effective for annual periods beginning on or after January 1, 
2014 
Note 3:    Effective for annual periods beginning on or after January 1, 
2015 
Note 4:    Effective for annual periods beginning on or after July 1, 2012 
Annual Improvements to HKFRSs 2009 - 2011 Cycle issued in June 2012 
The Annual Improvements to HKFRSs 2009 - 2011 Cycle include a number of  
amendments to various HKFRSs. The amendments are effective for annual 
periods 
beginning on or after 1 January 2013. Amendments to HKFRSs include the  
amendments to HKAS 1 Presentation of Financial Statements, amendments to  
HKAS 16 Property, Plant and Equipment and the amendments to HKAS 32  
Financial Instruments: Presentation. 
HKAS 1 requires an entity that changes accounting policies retrospectively,  
or makes a retrospective restatement or reclassification to present a  
statement of financial position as at the beginning of the preceding period  
(third statement of financial position). The amendments to HKAS 1 clarify  
that an entity is required to present a third statement of financial 
position 
only when the retrospective application, restatement or reclassification has  
a material effect on the information in the third statement of financial  
position and that related notes are not required to accompany the third  
statement of financial position. 
The amendments to HKAS 16 clarify that spare parts, stand-by equipment and  
servicing equipment should be classified as property, plant and equipment  
when they meet the definition of property, plant and equipment in HKAS 16  
and as inventory otherwise. The directors do not anticipate that the  
application of the amendments will have a material effect on the Group's  
consolidated financial statements. 
The amendments to HKAS 32 clarify that income tax on distributions to  
holders of an equity instrument and transaction costs of an equity  
transaction should be accounted for in accordance with HKAS 12 Income Taxes. 
The directors anticipate that the amendments to HKAS 32 will have no effect  
on the Group's consolidated financial statements as the Group has already  
adopted this treatment. 
Amendments to HKAS 32 Offsetting Financial Assets and Financial Liabilities  
and amendments to HKFRS 7 Disclosures - Offsetting Financial Assets and  
Financial Liabilities 
 The amendments to HKAS 32 clarify existing application issues relating to  
the offset of financial assets and financial liabilities requirements.  
Specifically, the amendments clarify the meaning of "currently has a legally  
enforceable right of set-off" and "simultaneous realisation and settlement". 
The amendments to HKFRS 7 require entities to disclose information about  
rights of offset and related arrangements (such as collateral posting  
requirements) for financial instruments under an enforceable master netting  
agreement or similar arrangement. 
 The amendments to HKFRS 7 are effective for annual periods beginning on or  
after January 1, 2013 and interim periods within those annual periods. The  
disclosures should also be provided retrospectively for all comparative  
periods. However, the amendments to HKAS 32 are not effective until annual  
periods beginning on or after January 1, 2014, with retrospective  
application required. 
The directors anticipate that the application of these amendments to HKAS 32 
and HKFRS 7 may result in more disclosures being made with regard to  
offsetting financial assets and financial liabilities in the future.   
  HKFRS 9 Financial Instruments 
HKFRS 9 issued in 2009 introduces new requirements for the classification  
and measurement of financial assets. HKFRS 9 amended in 2010 includes the  
requirements for the classification and measurement of financial liabilities  


    and for derecognition.
    Key requirements of HKFRS 9 are described as follows:
    -- All recognised financial assets that are within the scope of HKAS 39 
      Financial Instruments: Recognition and Measurement are subsequently 
      measured at amortised cost or fair value. Specifically, debt investments 
      that are held within a business model whose objective is to collect the 
      contractual cash flows, and that have contractual cash flows that are 
      solely payments of principal and interest on the principal outstanding 
      are generally measured at amortised cost at the end of subsequent 
      accounting periods. All other debt investments and equity investments 
      are measured at their fair values at the end of subsequent reporting 
      periods. In addition, under HKFRS 9, entities may make an irrevocable 
      election to present subsequent changes in the fair value of an equity 
      investment (that is not held for trading) in other comprehensive income, 
      with only dividend income generally recognised in profit or loss.
    -- With regard to the measurement of financial liabilities designated as at 
      fair value through profit or loss, HKFRS 9 requires that the amount of 
      change in the fair value of the financial liability that is attributable 
      to changes in the credit risk of that liability is presented in other 
      comprehensive income, unless the recognition of the effects of changes in 
      the liability's credit risk in other comprehensive income would create or
      enlarge an accounting mismatch in profit or loss. Changes in fair value 
      of financial liabilities attributable to changes in the financial 
      liabilities' credit risk are not subsequently reclassified to profit or 
      loss. Under HKAS 39, the entire amount of the change in the fair value of
      the financial liability designated as fair value through profit or loss 
      was presented in profit or loss.


HKFRS 9 is effective for annual periods beginning on or after January 1, 
2015, 
with earlier application permitted. 
The directors anticipate that the adoption of HKFRS 9 in the future will  
affect the classification and measurement of the Group's available-for-sale 
("AFS") investments but not the Group's financial liabilities. Regarding the  
Group's AFS investments, it is not practicable to provide a reasonable  
estimate of that effect until a detailed review has been completed. 
 New and revised standards on consolidation, joint arrangements, associates  
and disclosures 
In June 2011, a package of five standards on consolidation, joint  
arrangements, associates and disclosures was issued, including HKFRS 10,  
HKFRS 11, HKFRS 12, HKAS 27 (as revised in 2011) and HKAS 28 (as revised in 
2011). 
Key requirements of these five standards that are applicable to the Group 
are 
described below.  
HKFRS 10 replaces the parts of HKAS 27 Consolidated and Separate Financial  
Statements that deal with consolidated financial statements. HK (SIC) -  
Int 12 Consolidation - Special Purpose Entities will be withdrawn upon the  
effective date of HKFRS 10. Under HKFRS 10, there is only one basis for  
consolidation, that is, control. In addition, HKFRS 10 includes a new  
definition of control that contains three elements: (a) power over an  
investee, (b) exposure, or rights, to variable returns from its involvement  
with the investee, and (c) the ability to use its power over the investee to 
affect the amount of the investor's returns. Extensive guidance has been 
added 
in HKFRS 10 to deal with complex scenarios. 
HKFRS 11 replaces HKAS 31 Interests in Joint Ventures. HKFRS 11 deals with  
how a joint arrangement of which two or more parties have joint control  
should be classified. HK (SIC) - Int 13 Jointly Controlled Entities -  
Non-monetary Contributions by Venturers will be withdrawn upon the effective  


    date of HKFRS 11. Under HKFRS 11, joint arrangements are classified as joint 
    operations or joint ventures, depending on the rights and obligations of the 


parties to the arrangements. In contrast, under HKAS 31, there are three 
types 
of joint arrangements: jointly controlled entities, jointly controlled 
assets 
and jointly controlled operations. In addition, joint ventures under HKFRS  
11 are required to be accounted for using the equity method of accounting,  
whereas jointly controlled entities under HKAS 31 can be accounted for using  
the equity method of accounting or proportionate consolidation. 
HKFRS 12 is a disclosure standard and is applicable to entities that have  
interests in subsidiaries, joint arrangements, associates and/or  
unconsolidated structured entities. In general, the disclosure requirements 
in HKFRS 12 are more extensive than those in the current standards. 
In July 2012, the amendments to HKFRS 10, HKFRS 11 and HKFRS 12 were issued 
to clarify certain transitional guidance on the application of these five  
HKFRSs for the first time. 
These five standards, together with the amendments relating to the  
transitional guidance, are effective for annual periods beginning on or  
after January 1, 2013 with earlier application permitted provided that all  
of these standards are applied at the same time. 
The directors anticipate that these five standards will be adopted in the  
Group's consolidated financial statements for the annual period beginning  
January 1, 2013. The application of these five standards is not expected to  
have material impact on amounts reported in the consolidated financial  
statements. 


      HKFRS 13 Fair Value Measurement
    HKFRS 13 establishes a single source of guidance for fair value measurements 


and disclosures about fair value measurements. The standard defines fair  
value, establishes a framework for measuring fair value, and requires  
disclosures about fair value measurements. The scope of HKFRS 13 is broad; 
it applies to both financial instrument items and non-financial instrument 
items for which other HKFRSs require or permit fair value measurements and 
disclosures about fair value measurements, except in specified 
circumstances. 
In general, the disclosure requirements in HKFRS 13 are more extensive than 
those in the current standards. For example, quantitative and qualitative  
disclosures based on the three-level fair value hierarchy currently required  
for financial instruments only under HKFRS 7 Financial Instruments:  
Disclosures will be extended by HKFRS 13 to cover all assets and liabilities  
within its scope. 
HKFRS 13 is effective for annual periods beginning on or after January 1,  
2013, with earlier application permitted. The directors anticipate that the  
application of the new standard may affect certain amounts reported in the  
consolidated financial statements and result in more extensive disclosures  
in the consolidated financial statements. 
3. Segment Information 
Information reported to the Chief Executive Officer of the Company, being  
the chief operating decision maker, for the purposes of resource allocation  
and assessment of segment performance focuses on types of goods or services  
delivered or provided. 
Specifically, the Group's reportable and operating segments under HKFRS 8  
are as follows: 


    (i)    Toll operation - the operation and management of high grade roads 
          and the collection of the expressway tolls.
    (ii)   Service area and advertising businesses - the sale of food, 
          restaurant operation, automobile servicing, operation of petrol 
          stations and design and rental of advertising billboards along 
          the expressways.
    (iii)  Securities operation - the securities broking, margin financing and 
          securities lending services and proprietary trading.
     Segment revenue and results


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


    For the year ended December 31, 2012
                                   Service 
                                  area and
                          Toll advertising  Securities      Total
                     operation  businesses   operation    Segment Elimination   
     Total


                   Rmb'000     Rmb'000     Rmb'000    Rmb'000     Rmb'000    
Rmb'000 
                ---------- ----------- ----------- ---------- -----------  -
---------- 
Revenue 
  External sales 3,548,692   2,025,429   1,126,137  6,700,258           -   
 6,700,258 


      Inter-segment 
       sales                 -      7,919           -       7,919      (7,919)  
         -


                ---------- ----------- ----------- ---------- -----------  -
---------- 
               
Total            3,548,692  2,033,348    1,126,137  6,708,177      (7,919)  
 6,700,258 
                ========== =========== =========== ========== ===========  
=========== 
                                  
Segment profit   1,637,244     66,169      165,669  1,869,082               
 1,869,082 
                ========== =========== =========== ==========              
===========  


      
    For the year ended December 31, 2011
                                   Service 
                                  area and
                          Toll advertising  Securities      Total
                     operation  businesses   operation    Segment Elimination   
     Total


                   Rmb'000     Rmb'000     Rmb'000    Rmb'000     Rmb'000    
Rmb'000 
                ---------- ----------- ----------- ---------- -----------  -
----------                   
Revenue 
  External sales 3,522,510   1,916,564   1,342,278  6,781,352           -   
 6,781,352 


      Inter-segment 
        sales                -       8,004           -      8,004      (8,004)  
         -


                ---------- ----------- ----------- ---------- -----------  -
---------- 
               
Total            3,522,510   1,924,568   1,342,278  6,789,356      (8,004)  
 6,781,352 
                ========== =========== =========== ========== ===========  
=========== 


                  
                  


Segment profit   1,695,078      71,763     299,101  2,065,942               
 2,065,942 
                ========== =========== =========== ==========              
===========   


          
    Segment profit represents the profit after tax of each operating segment. 
    This is the measure reported to the chief operating decision maker, the 
    Group's Chief Executive Officer, for the purposes of resource allocation
    and performance assessment.
    Inter-segment sales are charged at prevailing market rates.
      Segment assets and liabilities
    The following is an analysis of the Group's assets and liabilities by 
    reportable and operating segment:


                                   Segment assets        Segment 
liabilities 
                                 As at December 31,       As at December 
31, 
                                   2012        2011        2012         
2011 
                                Rmb'000     Rmb'000     Rmb'000      
Rmb'000 
                              ----------  ----------  ----------   ---------
- 
Toll operation               15,458,159  15,636,388  (2,402,463)  
(2,806,522) 
Service area and advertising  
  businesses                    553,479     597,281    (157,674)    
(231,303) 
Securities operation         13,346,876  12,812,423  (7,868,969)  
(7,496,034) 
                              ----------  ----------  ----------   ---------
- 
Total segment assets  
 (liabilities)               29,358,514  29,046,092 (10,429,106) 
(10,533,859) 
Goodwill                         86,867      86,867           -            - 
                              ----------  ----------  ----------   ---------
- 
Consolidated assets  
 (liabilities)               29,445,381  29,132,959 (10,429,106) 
(10,533,859) 
                             ==========  ========== ============ 
============ 


         
    Segment assets and segment liabilities represent the assets and liabilities 


of the subsidiaries operating in the respective reportable and operating 
segment. 


    Other segment information
    Amounts included in the measure of segment profit or segment assets:
                                                            Service 
                                                           area and


                                              Toll  advertising   
Securities 
                                         operation   businesses    
operation        Total 
                                           Rmb'000      Rmb'000      
Rmb'000      Rmb'000 
                                        ----------  -----------   ---------- 
----------             


    For the year ended December 31, 2012
    ------------------------------------


Income tax expense                         567,031       19,710       
60,123      646,864 
Interest income                            138,924       10,693       
29,282      178,899 


    Interest expense                            53,749          246            -
       53,995


Interests in associates                    185,456      234,005       
46,052      465,513 


    Interest in a jointly controlled entity    369,954            -            -
      369,954


Share of result of associates              (12,827)       7,366      
(11,880)     (17,341)  


    Share of loss of a jointly controlled 
      entity                                    (3,516)           -            -
       (3,516) 
    Gain on fair value changes on held 


  for trading investments                   10,290            -       
89,318       99,608 
Additions to non-current assets (Note)     604,822       14,333      
105,406      724,561 
Depreciation and amortisation              742,318       28,624       
96,298      867,240 
Loss on disposal of property,  
  plant and equipment                        4,722        1,223          
250        6,195 
                                        ==========  ===========   
==========   ========== 


                                            
                                                            Service 
                                                           area and


                                              Toll  advertising   
Securities 
                                         operation   businesses    
operation        Total 
                                           Rmb'000      Rmb'000      
Rmb'000      Rmb'000 
                                        ----------  -----------   ---------- 
----------             


    For the year ended December 31, 2011
    ------------------------------------


Income tax expense                         575,759       24,281      
117,798      717,838 


    Interest income                            112,843       28,344            -
      141,187
    Interest expense                            69,650       10,393            -
       80,043


Interests in associates                    198,285      236,386       
12,008      446,679 
Share of result of associates              (15,968)      19,566      
(10,633)      (7,035)  
Gain on fair value changes on held  
  for trading investments                    6,800            -       
(2,947)       3,853 
Additions to non-current assets (Note)     239,949       21,258      
414,792      675,999 
Depreciation and amortisation              740,363       28,696       
92,573      861,632 


    Impairment loss on interest in an associate      -       11,979            -
       11,979 
    (Gain) loss on disposal of property, 


  plant and equipment                        (528)          164          
308         (56) 
                                        ==========  ===========   
==========   ========== 
                                        ----------  -----------   ---------- 
----------                   


    Note: Non-current assets excluded financial instruments.
    Revenue from major services


An analysis of the Group's revenue, net of discounts and taxes, for the 
year 


    is as follows:
                                    Year ended December 31,  
                                         2012            2011
                                      Rmb'000         Rmb'000  
                                    ----------      ----------
    Toll operation revenue          3,548,692       3,522,510
    Service area businesses 
      revenue (mainly sales of 
      goods)                        1,934,501       1,834,422
    Advertising business rental 
      revenue                          90,473          81,765
    Commission income from 
      securities operation            832,213         985,754
    Interest income from securities 
      operation                       293,924         356,524
    Others                                455             377      
                                    ----------      ----------
    Total                           6,700,258       6,781,352
                                  ===========     ===========
                                                  
     
    Geographical information  
    The Group's operations are located in the PRC (country of domicile). All 
    non-current assets of the Group are located in the PRC.
    All of the Group's revenue from external customers is attributed to the 
    group entities' country of domicile (i.e., the PRC).
      Information about major customers
    During the years ended December 31, 2012 and 2011, there are no 
    individual customer with sales over 10% of the total sales of the Group.


4.  Other Income
                                     Year ended December 31,
                                         2012            2011
                                       Rmb'000         Rmb'000
                                     ---------       ---------      
    Interest income on bank balances, 
      entrusted loan receivables and 
      financial products investment    159,532         141,187
    Rental income                       72,335          69,165
    Handling fee income                  5,685          24,526
    Towing income                        9,303           8,782
    Other interest income               19,367               -
    Gain on disposal of an associate        12               -
    Exchange (loss) gain, net           (2,155)          8,672
    Fair value gain on derivative 
      financial instrument               2,841               -
    Others                              21,724          29,597  
                                     ----------      ----------
      Total                              288,644         281,929
                                   ===========     ===========
                                                  

5.  Income Tax Expense  
                                     Year ended December 31,
                                          2012            2011
                                       Rmb'000         Rmb'000
                                     ---------       ---------      
    Current tax:
      PRC Enterprise Income Tax        655,910         750,856
      Deferred tax                      (9,046)        (33,018) 
                                     ----------     ----------
                                       646,864         717,838
                                   ===========     ===========  
     
    Under the Law of the PRC on Enterprise Income Tax (the "EIT Law") 
    and Implementation Regulation of the EIT Law, the tax rate of the
    Group is 25%.
    No Hong Kong Profits Tax has been provided as the Group's income
    neither arises in, nor is derived from Hong Kong during the year.
      The tax charge for the year can be reconciled to the profit 
    before tax per the consolidated statement of comprehensive income
    as follows:
                                     Year ended December 31,
                                          2012            2011
                                       Rmb'000         Rmb'000
                                     ---------       ---------      
    Profit before tax                2,515,946       2,783,780 
                                   ===========     ===========     
    Tax at the PRC enterprise 
      income tax rate of 25%           628,987         695,945
    Tax effect of share of loss 
      of associates                      4,335           1,759
    Tax effect of share of loss 
      of a jointly controlled 
      entity                               879               -
    Tax effect of income not 
      taxable for tax purposes             (17)            (16)
    Tax effect of expenses not 
      deductible for tax purposes       12,680          20,150      
                                    ----------       ----------
    Tax charge for the year            646,864         717,838
                                   ===========     ===========
                                                   

6.  Dividends  
                                             2012           2011
                                       Rmb'000        Rmb'000 
    Dividends recognised as          ----------     ----------
     distribution during the year:
    
    2012 Interim - Rmb6 cents 
    (2011: 2011 interim Rmb6 cents) 
     per share                         260,587         260,587
    2011 Final - Rmb25 cents 
    (2011: 2010 Final Rmb25 cents) 
     per share                       1,085,779       1,085,779
                                    ----------      ----------
                                     1,346,366       1,346,366
                                   ===========     ===========
         
    The final dividend of Rmb24 cents per share in respect of the year
    ended December 31, 2012 (2011: final dividend of Rmb25 cents per 
    share in respect of the year ended December 31, 2011) has been 
    proposed by the directors and is subject to approval by the 
    shareholders in the annual general meeting.


7.  Earnings per share
    The calculation of the basic earnings per share is based on profit
    for the year attributable to owners of the Company of 
    Rmb1,686,270,000 (2011: Rmb1,805,345,000) and the 4,343,114,500 
    (2011: 4,343,114,500) ordinary shares in issue during the year.
    Diluted earnings per share presented is the same as basic earnings
    per share as there were no potential ordinary shares outstanding 
    for the years ended December 31, 2012 and 2011.

 
8.  Trade Receivables
    The Group has no credit period granted to its trade customers of 
    toll operation and service area businesses. The following is an 
    aged analysis of trade receivables presented based on the invoice
    date at the end of the reporting period, which approximated the 
    respective revenue recognition dates:
                                         As at December 31,
                                          2012            2011
                                       Rmb'000         Rmb'000
                                     ---------       ---------      
    Within 3 months                     57,538          47,742
    3 months to 1 year                       -               -
    1 to 2 years                           146               - 
    Over 2 years                           163             271
                                     ---------       ---------      
    Total                               57,847          48,013
                                     =========       =========
                                    
      

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 December 31,
                                          2012            2011
                                       Rmb'000         Rmb'000  
                                    ----------      ----------
    Within 3 months                    227,946          93,602
    3 months to 1 year                  35,678          32,295
    1 to 2 years                        26,876         116,005
    2 to 3 years                        48,922          58,618
    Over 3 years                        38,942          16,668
                                     ----------     ----------
    Total                              378,364         317,188
                                     =========       =========
     
      BUSINESS REVIEW
    Despite that China's economy remained generally stable in 
    2012, its macro-economic growth was under greater downward 
    pressure as a result of persistent deterioration of the 
    European sovereign debt crisis and significant slowdown in 
    the global economic growth. As a result, China's GDP grew 
    by 7.8% over 2012. Moreover, although Zhejiang's economy, 
    which relied heavily on foreign trade, was hit by weakened 
    overseas import and export markets, the province's economic 
    growth rate showed signs of stabilization in the second 
    half of the year. Its GDP increased by 8.0% year-on-year 
    during the Period, 2 percentage points higher than that of 
    the national level.
    As a result of some ongoing uncertainties in the macro 
    environment, including weakened foreign trade and sluggish 
    domestic consumption, organic growth in the traffic volume 
    on the Group's expressways tended to decelerate, and revenue 
    from the toll road operations was also undermined by the 
    implementation of certain new policies during the year. 
    Impacted by the gloomy Chinese domestic stock market, 
    revenue from the securities business fell significantly 
    year-on-year during the period. Therefore, revenue from 
    the Group's overall operations fell slightly year-on-year 
    as well, with a total income of Rmb6,898.43 million, 
    representing a decrease of 1.1% year-on-year; of which 
    Rmb3,670.89 million was attributable to the two major 
    expressways operated by the Group, representing 53.2% of 
    the total income; Rmb2,046.67 million was attributable 
    to the Group's toll road-related businesses such as service 
    area operations, gas stations, advertising business and 
    so forth, representing 29.7% of the total income; and 
    Rmb1,180.87 million was attributable to the securities 
    business, representing 17.1% of the total income.
    A breakdown of the Group's income for the Period is set out 
    below:
                                    2012         2011 
                                 Rmb'000      Rmb'000   % Change
                              ----------   ----------
    Toll income
      Shanghai-Hangzhou-Ningbo  
        Expressway             2,968,396    2,954,949       0.5%
      Shangsan Expressway        702,489      688,984       2.0%
    Other income
      Service areas            1,941,924    1,842,206       5.4%
      Advertising                104,276       89,756      16.2%
      Road maintenance               471          377      24.9%
    Securities business income
      Commission                 886,946    1,044,415     -15.1%
      Bank interest              293,924      356,524     -17.6%
                               ----------   ----------
    Subtotal                   6,898,426    6,977,211      -1.1%
    Less: Revenue taxes         (198,168)    (195,859)      1.2%
                               ----------   ----------
    Revenue                    6,700,258    6,781,352      -1.2%
                              ==========   ==========


    
TOLL ROAD OPERATIONS 
As Zhejiang's economy showed signs of stabilization and recovery in 
the third and fourth quarters, organic growth in the traffic volume 
on the Group's expressways during the Period was also slightly better 
than that 2011. In particular, growth in the traffic volume on 
Shangsan Expressway, along which most of the enterprises are small 
and medium sized, picked up faster. However, upon the implementation 
of the toll-by-weight policy, the rapid growth in the number of large 
vehicles such as container trucks resulted in an overall declining 
number of small and medium sized trucks. This in turn led to a 
continued decline in the proportion of trucks to total traffic 
volume, and an increase in toll income from expressways being less 
than the increase in traffic volume during the Period. 
Meanwhile, since the implementation of the tolling policy based on 
actual travel routes in Zhejiang Province on May 15, 2012, the 
Company adopted a number of measures of promotion and guidance in 
order to achieve greater growth in traffic volume on some sections 
of the Shanghai-Hangzhou-Ningbo Expressway and Shangsan Expressway. 
However, the abolition of the "Unified Toll Card" policy on 
January 1, 2012, the adjustment to the rounding of the last figures
of tolls for passenger vehicles on May 15, 2012 and the launch of 
the policy for adjusting passenger vehicle classification on 
August 1, 2012 resulted in a slight decrease in the Group's toll 
income, resulted in a total loss of approximately 3.2% in toll 
income for the whole year. The implementation of the new policy 
on September 30, 2012 for exemption from toll charges of passenger 
vehicles with seven seats and less travelling on expressways 
during major festivals and holidays led to a total decrease of 
approximately Rmb58.00 million in the Group's toll revenue during 
the Period, equivalent to a decrease of approximately 1.6% in toll 
income for the whole year. 
Tackling the challenging toll road operations in 2012, the Group 
continued to commit more resources to operational and 
management facilities for enhancing service quality and raising 
tolling efficiency, while further strengthening the initiatives 
for reducing costs, increasing benefits and income as well as 
plugging loopholes. During the Period, the construction 
of the second phase project for ETC (Electronic Toll Collection) 
lanes was completed ahead of the National Day long holiday to ensure 
that all ETC lanes at the toll stations along the Group's 
expressways were opened to traffic smoothly prior to the National 
Day long holiday, as part of our efforts to deliver safe and smooth 
driving during the holiday season. 
Average daily traffic volume in full-trip equivalents along the 
Group's Shanghai- Hangzhou-Ningbo Expressway was 41,963 during the 
Period, representing an increase of 3.8% year-on-year. In 
particular, average daily traffic volume in full-trip equivalents 
along the Shanghai-Hangzhou Section of the Shanghai-Hangzhou-Ningbo 
Expressway was 42,659, representing an increase of 4.9% year-on-year, 
and that along the Hangzhou-Ningbo Section was 41,466, representing 
an increase of 3.0% year-on-year. Average daily traffic volume in 
full-trip equivalents along the Shangsan Expressway was 16,787 during 
the Period, representing an increase of 2.7% year-on-year. 
Total toll income from the 248km Shanghai-Hangzhou-Ningbo 
Expressway and the 142km Shangsan Expressway amounted to 
Rmb3,670.89 million during the Period, representing an increase of 
0.7% year-on-year. In respect of such income, toll income from the 
Shanghai-Hangzhou-Ningbo Expressway amounted to Rmb2,968.40 million, 
representing an increase of 0.5% year-on-year while toll income from 
the Shangsan Expressway amounted to Rmb702.49 million, representing 
an increase of 2.0% year-on- year. 
TOLL ROAD-RELATED BUSINESS OPERATIONS 
The Company also operates certain toll road-related businesses 
along its expressways through its subsidiaries and associated 
companies, including gas stations, restaurants and shops in service 
areas, as well as roadside advertising and vehicle service businesses. 
During the Period, the number of customers at service areas along the 
expressways decreased as a result of slackened growth in traffic 
volume along the Group's two expressways, the impact of traffic 
diversions from the Shaoxing Section of Shanghai- Hangzhou-Ningbo 
Expressway following the opening of the Shaozhu Expressway, and the 
closure of Yuyao Service Area for expansion construction work since 
June. 
Meanwhile, sales of refined oil products continued to increase 
year-on-year on the rising prices of these products. Accordingly, 
income from overall toll road-related businesses amounted to 
Rmb2,046.67 million during the Period, representing a year-on-year 
increase of 5.9%. 
SECURITIES BUSINESS 
Although China's stock market rebounded in the last month of 
2012 and shown a hint of stabilizing, the aggregate trading volume 
nevertheless fell by approximately 25% year-on-year as the market 
fluctuated downward throughout 2012, which continued to dampen 
investor sentiment. Meanwhile, benefiting from the new commission 
policy - the "Notice on Further Strengthening Customer Services 
and the Management of Securities Trading Commissions of Securities 
Firms" implemented in early 2011, the decline in the commission 
rate has begun to stabilize and has remained basically unchanged 
year-on-year. 
Hit by the repeated volatility at low levels in the stock 
market, revenue from Zheshang Securities' securities brokerage 
business, investment banking and asset management businesses showed 
declines in varying degrees year-on-year during the Period. 
Nevertheless, Zheshang Securities continued to increase the number 
of its branches and the total number of customers, and accelerated 
the launch of the margin trading business for further expanding 
new business capabilities. Zheshang Securities had 64 securities 
sales outlets during the Period, an increase of six outlets 
year-on-year. 
During the Period, Zheshang Securities realized an operating 
income of Rmb1,180.87 million, a decrease of 15.7% year-on-year. 
Of such income, brokerage commission income amounted to 
Rmb886.95 million, a year-on-year decrease of 15.1%; and interest 
income from the securities business amounted to Rmb293.92 million, 
a year-on-year decrease of 17.6%. Moreover, securities investment 
gains from Zheshang Securities accounted for in the consolidated 
statement of comprehensive income amounted to Rmb89.49 million 
during the Period. 
LONG-TERM INVESTMENTS 
Zhejiang Expressway Petroleum Development Co., Ltd. (a 50% owned 
associate company of the Company) benefited from a rise in the 
retail prices of petroleum products and a growth in the sales of 
petroleum products during the Period, the associate company 
realized an income of Rmb6,090.71 million during the Period, 
representing an increase of 18.5% year-on-year. During the Period, 
net profit of the associate company amounted to Rmb15.02 million 
(2011: net profit of 14.71 million). 
The growth of traffic volume of the 69.7km Jinhua Section of 
the Yongjin Expressway, operated by Zhejiang Jinhua Yongjin 
Expressway Co., Ltd. (a 23.45% owned associate company of the 
Company), declined during the Period as domestic economic growth 
slowed down. This section recorded an average daily traffic volume 
of 12,084 in full- trip equivalents, an increase of 12.2% 
year-on-year, while toll income amounted to Rmb231.48 million, 
an increase of 6.1% year-on-year. Due to its heavy financial 
burden, the associate company still incurred a loss of 
Rmb54.70 million during the Period (2011: a loss of 
Rmb68.10 million). 
JoinHands Technology Co., Ltd. (a 27.582% owned associate 
company of the Company) generated its income primarily from its 
property leasing activities. As the associate company did not 
make any significant improvements to its operations, it incurred 
a net profit of Rmb0.15 million during the Period (2011: a loss 
of Rmb1.81 million). 
The Company entered into a transfer agreement with Guangzhou 
Kaixin Consulting Co., Ltd. ("Kaixin Company") in July 2011. 
As Kaixin Company has failed to pay the consideration for the 
equity interest transfer according to the terms of the contract, 
the Company lodged a lawsuit against Kaixin Company. On 
March 23, 2012, the court ruled that Kaixin Company pay the 
remaining consideration of Rmb28.587 million for the equity 
interest transfer and liquidated damages. The Company continued 
to appeal against the said percentage of the liquidated damages 
and the dismissed priority right for claim against the mortgaged 
real estate of JoinHands Technology. The case is pending a final 
judgment to be made by the Intermediate People's Court in 
Hangzhou City. 
Shengxin Expressway Co., Ltd. ("Shengxin Company", a jointly 
controlled entity in which the Company owns a 50% equity interest) 
operates the Shaoxing Section of the 73.4km Ningbo-Jinhua 
Expressway. On July 6, 2012, the Company entered into a transfer 
agreement with Shaoxing Communications Investment Group Co., Ltd. 
("SXCI") for the acquisition of a 50% equity interest in Shengxin 
Company, a wholly- owned subsidiary of SXCI, for a cash 
consideration of Rmb355.03 million plus interest accrued on the 
consideration. As at November 30, 2012, the Company had completed 
the industrial and commercial changes of registration to Shengxin 
Company. In December 2012, Shengxin Company's profit was accounted 
for in the Group's consolidated income statement. As at 
December 2012, toll revenue from the jointly controlled entity 
amounted to Rmb23.91 million, and loss amounted to Rmb7.03 million. 
Financial Analysis 
The Group adopts a prudent financial policy with an aim to provide 
shareholders of the Company with sound returns over the long term. 
During the Period, profit attributable to owners of the Company 
for the year was approximately Rmb1,686.27 million, representing a 
decline of 6.6% year-on-year, return on owners' equity was 10.9%, 
representing a decline of 8.7% year-on-year, while earnings per 
share for the Company was Rmb38.83 cents. 
Liquidity and Financial Resources 
As at December 31, 2012, current assets of the Group amounted to 
Rmb15,752.55 million in aggregate (2011: Rmb15,006.63 million), 
of which bank balances and cash accounted for 30.8% (2011: 37.2%), 
bank balances held on behalf of customers accounted for 47.6% 
(2011: 47.8%), and held-for-trading investments accounted for 
9.4% (2011: 8.4%). Current ratio (current assets over current 
liabilities) of the Group as at December 31, 2012 was 1.5 
(2011: 1.6). Excluding the effect of customer deposits arising from 
the securities business, the resultant current ratio of the Group 
(current assets less balance of cash held on behalf of customers 
over current liabilities less balance of accounts payable to customer 
arising from securities business) was 3.0 (2011: 
3.6). 
The amount for held-for-trading investments of the Group as at 
December 31, 2012 amounted to Rmb1,486.77 million 
(2011: Rmb1,260.02 million), of which 97.6% was invested in bonds, 
0.6% was invested in stocks, and the rest was invested in open-end 
equity funds. 
During the Period, net cash inflow generated from the Group's 
operating activities amounted to Rmb1,537.71 million. 
The Directors do not expect the Company to experience any 
problem with liquidity and financial resources in the foreseeable 
future. 
Borrowings and Solvency 
As at December 31, 2012, total liabilities of the Group amounted 
to Rmb10,429.11 million, of which 9.6% was corporate bonds and
71.7% was payables to customers arising from securities business. 
Total interest-bearing borrowings of the Group as at 
December 31, 2012 amounted to Rmb1 billion, representing a decrease 
of 31.6% comparing to that as at December 31, 2011. The borrowings
was totally corporate bonds amounting to Rmb1 billion which was 
issued by the Company in 2003 with a term of 10 years. The annual 
coupon rate for corporate bonds was fixed at 4.29%, with interest 
payable annually. On January 24, 2013, the principal and relevant 
interests of the corporate bonds have been fully repaid. Besides, 
the annual interest rate for accounts payable to customer arising 
from the securities business was fixed at 0.35%. 
Total interest expenses for the Period amounted to Rmb54.00 million, 
while profit before interest and tax amounted to Rmb2,569.94 million. 
The interest cover ratio (profit before interest and tax over 
interest expenses) stood at 47.6 times (2011: 35.8). 
The asset-liability ratio (total liabilities over total assets) was
 35.4% as at December 31, 2012 (December 31, 2011: 36.2%). 
Excluding the effect of customer deposits arising from the 
securities business, the resultant asset-liability ratio (total 
liabilities less balance of accounts payable to customer arising 
from securities business over total assets less balance of cash 
held on behalf of customers) of the Group was 13.4% 
(December 31, 2011: 15.4%). 
Capital Structure 
As at December 31, 2012, the Group had Rmb19,016.28 million in 
total equity, Rmb8,481.82 million in fixed-rate liabilities and 
Rmb1,947.29 million in interest- free liabilities, representing 
64.6%, 28.8% and 6.6% of the Group's total capital, respectively. 
The gearing ratio, which was computed by dividing the total 
liabilities less accounts payable to customer arising from 
securities business by total equity, was 15.5% as at 
December 31, 2012 (December 31, 2011: 18.2%). 
Capital Expenditure Commitments and Utilization 
During the Period, capital expenditures of the Group totaled 
Rmb724.56 million, while capital expenditure of the Company 
totaled Rmb467.96 million. Amongst the total capital expenditures 
of the Group, Rmb373.47 million was incurred for acquiring 
50% equity interest in Shengxin Company, Rmb50.00 million was 
incurred for capital increase of Zheshang Fund Management Co., Ltd. 
(an associate of Zheshang Securities that held 25% equity interest), 
Rmb120.30 million was incurred for acquisition and construction 
of properties, Rmb162.33 million was incurred for purchase and 
construction of equipment and facilities, and Rmb12.39 million 
was incurred for service area renovation and expansion, 
Rmb6.07 million was incurred for the road widening project 
between the Shaoxing-Zhuji hub of the Shangsan Expressway. 
As at December 31, 2012, capital expenditures committed by 
the Group and the Company totaled Rmb1,086.40 million and 
Rmb450.08 million, respectively. Amongst the total capital 
expenditures committed by the Group, Rmb497.05 million will 
be used for acquisition and construction of properties, 
Rmb238.50 million for acquisition and construction of equipment 
and facilities, Rmb70.85 million for service area renovation 
and expansion and Rmb280.00 million for investment in an associate. 
The Group will finance the above mentioned capital 
expenditure commitments mainly with internally generated cash
flow and will consider using debt financing to meet any 
shortfalls in priority to using other methods. 
Contingent Liabilities and Pledge of Assets 
As at December 31, 2012, the Group did not have any contingent
liabilities nor any pledge of assets or guarantees. 
Foreign Exchange Exposure 
Save for the repayment of a domestic foreign bank loan in Hong 
Kong dollars amounting to an equivalent of Rmb312.51 million 
and dividend payments to the holders of H shares in Hong Kong 
dollars, the Group's principal operations were transacted and 
booked in Renminbi. 
With an aim to hedge against foreign exchange risks arising from
 borrowings denominated in Hong Kong dollars, the Group purchased 
Hong Kong dollar equivalent forward contracts with one-year term 
at a rate lower than the spot exchange rate on the borrowing date 
in the year of 2011. The transaction completed on May 31, 2012. 
Other than the above, the Group has not used other financial 
instruments for hedging purposes during the Period. 
Although the Directors do not foresee any material foreign exchange 
risks for the Group, there is no assurance that foreign exchange 
risks will not affect the operating results of the Group in the 
future. 
OUTLOOK 
Due to influences by the macro and regional economic development
on the overall performance of toll road operations, it is 
anticipated that the domestic economy will maintain steady 
development in 2013 under the government's macro-control 
initiatives. In addition, based on available data, it is 
suggested that Zhejiang's economy is stabilising and improving, 
which would be conducive to the continued organic growth in the 
traffic volume on the Group's expressways in 2013. 
Meanwhile, Jiaxing-Shaoxing Expressway, which is scheduled to 
open in the second half of 2013, is anticipated to create a 
slight negative impact on the Group's Shanghai- Hangzhou-Ningbo 
Expressway, but a greater boost to the traffic volume on the 
Group's Shangsan Expressway. As the income and profit 
contribution from Shangsan Expressway is smaller than that from 
Shanghai-Hangzhou-Ningbo Expressway, the opening of the 
Jiaxing-Shaoxing Expressway is unlikely to significantly impact 
on the Group's toll income for the whole year overall. 
Moreover, as a new round of quantitative easing policies is 
being launched globally, it is expected that China may make 
appropriate adjustments to its monetary policy in 2013, which 
may provide new impetus to the sluggish Chinese securities 
market. This will help Zheshang Securities to seize an 
opportunity in that while strengthening cost control and risk 
control, Zheshang Securities will further develop innovative 
business, broaden the sources of income and speed up the process 
of the proposed listing of its shares on the Shanghai Stock 
Exchange to address the challenges posed by market environment 
and intense competition for facilitating the sound development 
of the securities business. 
Looking ahead in 2013, the world economy is expected to remain 
in a major adjustment period; the Chinese domestic economy is 
seeking a new balance in its development and the impact of 
national policies on the toll road industry will continue. All 
of these factors have added to uncertainty to the Group's 
business development. 
However, the Company's management also observed that a number 
of positive factors are emerging as well: strengthened U.S. 
economic recovery; China's implementation of the four major 
national strategies and commencement of the four major 
construction projects in Zhejiang Province at full speed, which 
will present a rare opportunity for the Group's development. 
In addition to continuous consolidation of the Group's 
principal expressway business as well as advancing the 
securities and financial business, the Group will also be 
actively seeking suitable investment projects and nurturing 
management capabilities on diversified businesses. The Group 
will also utilize its financial resources advantage to 
generate strategic synergies with its parent company for 
expanding development space and improving profitability in 
future. 
Purchase, Sale and Redemption of the Company's Shares 
Neither the Company nor any of its subsidiaries had 
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 has 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 has adopted the recommended 
best practices in the Code as and when applicable. 


                                     By order of the Board
                                Zhejiang Expressway Co., Ltd.
                                        Zhan Xiaozhang
                                            Chairman


Hangzhou, PRC, March 19, 2013


As at the date of this announcement, the executive directors 
of the Company are: Messrs. ZHAN Xiaozhang, LUO Jianhu and 
DING Huikang; the non-executive directors of the Company are: 
Messrs. LI Zongsheng, WANG Weili and WANG Dongjie; and the 
independent non-executive directors of the Company are: 
Messrs. ZHANG Junsheng, ZHOU Jun and PEI Ker-Wei.

Statement: 

A full electronic version of the Company's 2012 Annual 
Results Announcement is available at www.zjec.com.cn
    END

-0- Mar/21/2013 16:54 GMT