Zhejiang Expressway Co., Ltd. — Share Issue/Capital Change 2015

Jun 5, 2015

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

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(Stock Code: 0322)

GRANT OF SHARE OPTIONS

This announcement is made pursuant to Rule 17.06A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”).

The board of directors (the “ Board ”) of Tingyi (Cayman Islands) Holding Corp. (the “ Company ” and together with its subsidiaries, the “ Group ”) hereby announces that the Company offered 17,054,000 share options (the “ Share Options ”, each a “ Share Option ”) to certain eligible participants (the “ Grantees ”, each a “ Grantee ”) to subscribe for an aggregate of 17,054,000 new shares of US$0.005 each (the “ Shares ”, each a “ Share ”) in the capital of the Company, subject to acceptance of such Grantees of the Share Options under the share option scheme adopted by the shareholders of the Company on 20 March 2008 (the “ Scheme ”). A summary of such grant is set out below:

Date of grant : 5 June 2015 (the “ Date of Grant ”) Exercise price of Share : HK$16.22, representing the highest of (i) the Options granted official closing price of HK$15.92 per Share as stated in the daily quotation sheets issued by The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) on 5 June 2015, being the Date of Grant; (ii) the average closing price of HK$16.22 per Share as stated in the daily quotation sheets issued by the Stock Exchange for five trading days immediately preceding the Date of Grant; and (iii) the nominal value per Share. Total number of Share : 17,054,000 Share Options (each Share Option shall Options granted entitle the holder of the Share Option to subscribe for one Share). Closing price of the : HK$15.92 Shares on the Date of Grant Validity period of the : 5 June 2020 to 4 June 2025 Share Options

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Out of 17,054,000 Shares Options, 3,732,000 Share Options were granted to the following director of the Company (the “ Director ”) and chief executive officer of the Company and 13,322,000 Share Options were granted to certain employees of the Group, details of which are as follows:

GranteesPosition held and relationshipwith the CompanyMr. Wei Ing-ChouExecutive Director, chairman andsubstantial shareholderMr. James Chun-Hsien WeiChief Executive OfficerSub-totalCertain employees of the Group—Total:	Number ofShareOptions1,726,0002,006,000
	3,732,000
	13,322,000
	17,054,000

In accordance with Rule 17.04(1) of the Listing Rules, the grant of the Share Options to each of the above Director, chief executive and substantial shareholder of the Company has been approved by the independent non-executive Directors.

Save as disclosed above, none of the Grantees is a director, chief executive officer or substantial shareholder of the Company, or their respective associates (as defined in the Listing Rules).

By order of the Board Tingyi (Cayman Islands) Holding Corp. Ip Pui Sum Company Secretary

Hong Kong, 5 June 2015

As at the date of this announcement, Mr. Wei Ing-Chou, Mr. Junichiro Ida, Mr. Wu Chung-Yi, Mr. Teruo Nagano, Mr. Wei Hong-Ming and Mr. Koji Shinohara are executive Directors of the Company. Mr. Hsu Shin-Chun, Mr. Lee Tiong-Hock and Mr. Hiromu Fukada are independent non-executive Directors of the Company.

* For identification purposes only

website: http://www.masterkong.com.cn

http://www.irasia.com/listco/hk/tingyi

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