Orient Overseas (International) Limited — Proxy Solicitation & Information Statement 2002

Apr 9, 2002

江蘇寧滬高速公路股份有限公司

Jiangsu Expressway Company Limited

(Incorporated in the People’s Republic of China with limited liability as a joint-stock limited company)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the 9th meeting of the Third Board of Directors of Jiangsu Expressway Company Limited resolved to convene the Annual General Meeting for the year 2001 at Jiangsu Communications Building, 69 Shigu Road, Nanjing, the PRC at 9:00 a.m. on Tuesday, 28th May, 2002 for the following purposes:

1. To review and approve the annual report of the Board for the year ended 31st December 2001;

2. To review and approve the report of the Supervisory Committee for the year ended 31st December 2001;

3. To review and approve the audited accounts and the auditors’ report for the year ended 31st December 2001;

4. To approve the distribution scheme in respect of the final dividends of the Company for the year 2001:

The Board meeting on 8th April 2002 proposed a cash bonus of RMB 1.25 for every 10 Shares.

1. To approve approval the re-appointment of Arthur Andersen & Co and Arthur Andersen ˙ Hua Qiang Certified Public Accountants as the Company’s international auditor and domestic auditor, and to fix the aggregate remuneration be RMB 1,250,000 per annum;

2. To review and approve the following changes in respect of Directors and Supervisors;

Directors:

1) To elect Mr. Wang Guo Gang as an Independent Director of the Company, and to approve the signing of a service contract with him for a term of three years;

2) To elect Mr. Yang Xiong Sheng as an Independent Director of the Company, and to approve the signing of a service contract for a term of three years;

3) To elect Mr. Zhang Wen Sheng as a Director of the Company, and to approve the signing of an appointment contract for a term of three years;

4) To agree the resignation of Mr. Li Da Peng from his office as a Director, and to approve the signing of a service termination contract with him;

5) To agree the resignation of Mr. Liu Bu Cun from his office as a Director, and to approve the signing of a service termination contract with him;

6) To agree the resignation of Mr. Zhu Yao Ting from his office as a Director, and to approve the signing of a service termination contract with him;

Supervisors:

1) To elect Mr. Zhang Cheng Yu as a Supervisor of the Company, and to approve the signing of a service contract with him for a term of three years.

2) To agree the resignation of Mr. Du Wen Yi from his office as a Supervisor, and to approve the signing of a service termination contract with him;

1. To review and approve the amendments to the Articles of Association of the Company;

2. To review and approve the “Procedural Rules for the shareholders general meetings”;

3. To review and approve the “Procedural Rules for the Board of Directors”;

4. To review and approve the “Procedural Rules for the Supervisory Committee”;

5. To review and approve the “Bye-laws in respect of duties of independent Directors”;

6. To review and approve the “Procedural Rules for the Strategic Committee of the Board”;

7. To review and approve the “Procedural Rules for the Nominating, Salary and Review Committee of the Board”;

8. To review and approve the “Procedural Rules for the Audit Committee of the Board”;

9. To review and approve the connected transaction; to approve the “Agreement in respect of the sale and purchase of 33.33% in the Jiangsu Sujahang Expressway Co., Ltd.”;

10. To review and approve the reduction in the beginning balance of the Retained Profits of the Company for the year 2001 for the sum of RMB 23,628,000 resulting from loss due to sale of staff quarters.

11. To handle any other matters as may be necessary.

Note:- Please refer to the website of Shanghai Stock Exchange (www.sse.com.cn) for details of resolutions Nos. 7, 8, 9, 10, 11, 12, 13 and 14.

Annex 1. Introduction to the Directors and Supervisors Candidates

By Order of the Board
Yao Yong Jia
Lam Che WahBoard Secretary

Nanjing, the PRC

8th April 2002

Notes:

(1) Persons who hold shares of the Company and whose names appear on the register of members as at 26th April 2002 shall be entitled to attend the AGM after completing and returning to the Company the confirmation slip attached to the annual report by 7th May 2002. Further details are set out in the confirmation slip and explanation thereto.

(2) Registration of transfers of H shares will be suspended by the Company from 26th April 2002 to 28th May 2002 (both days inclusive). Holders of H shares who wish to be eligible for final dividends, must deliver their instruments of transfer together with the relevant share certificates to the Registrar of shares of the Company, on 2/F, Vicwood Plaza, 199 Des Voeux Road Central, Hong Kong, no later than 4:00p.m. on Thursday 25th April 2002. Registration date of equity interests, method and time of the declaration of dividends for holders of A shares will be otherwise notified.

(3) A shareholder who has the right to attend and vote at the AGM is entitled to appointed a proxy (whether or not a member) to attend and vote on his behalf. A shareholder (or his proxy) is entitled to cast one vote for each share he holds or represents. Notwithstanding completion and delivery of the form of proxy, a shareholder may still attend and vote at the meeting.

(4) The instrument appointing a proxy must be in writing under the hand of the appointor or his attorney duly authorised in writing. In the event that such instrument is signed by an attorney of the appointor, an authorisation that authorised such signatory shall be notarized. To be valid, such notarized authorisation together with the form of proxy must be delivered to the Secretary’s Office of the meeting not less than 24 hours before the time appointed for holding of the meeting. The form of proxy for use at the meeting will be despatched to shareholders.

(5) The meeting will last for half day. Shareholders attending the meeting will be responsible for their own accommodation and travelling expenses.

(6) Address: Secretary’s Office, 27th Floor, Jiangsu Communication Building, 69 Shigu Road, Nanjing, the PRC.
Postal Code: 210004
Tel: 025-4200999(ext. 4706/4716)
Fax: 025-4466643, 4207788

ANNEX I:

Introduction to the Directors and Supervisors Candidates

Zhang Wen Sheng, male, born in 1947, senior economist. Mr. Zhang has been working at the Tianjin Port since 1968, and has been working at the Ministry of Communications since 1974 and held various positions such as secretary of the General Office, deputy director of Production Regulatory Bureau, deputy director of the Enterprise Administrative Bureau, director of System Reformation Office, director of System Regulatory Office and assistant supervisor. He engaged in communication administration for a long period. He took up the position of deputy general manager at Huajian Transportation Economic and Development Centre in 1998, and is currently the vice chairman of 東北市高速公路股份有限公司and Sichuan Expressway Company Limited and the director of Anhui Expressway Company Limited, with extensive experience in enterprise regulation research and enterprise management.

Wang Guo Gang, male, born in 1955, PhD. Mr. Wang has taken up the position as a professor at the Nanjing University since 1988. Starting from 1933, he has been the vice president of Huaxia Securities Co., Ltd., a PRC Company. He, engaged in financial works for a long seried of time, He has been the researcher of 中國社會科學財貿經濟研究所since 1994, with extensive experience in financial research and management.

Yang Xiong Sheng, male, born in 1960, PhD tutor. Mr. Yang has taken up the position as the director of the research class of the Lianyungang Finance School in Jiangsu province. In 1987, he worked at the Lianyungang Audit Bureau of Jiangsu province, and in 1994, he was transferred to the Faculty of Accounts in the Nanjing University, and has been the faculty director of the Faculty of Accounts in the Nanjing University since 1999, with extensive experience in financial accounting.

Zhang Cheng Yu, male, born in 1951, post graduate, senior economist. Mr. Zhang has been the deputy general manager, deputy party secretary, general manager and secretary of party committee of 揚州汽車運輸總公司since 1985, and has been the deputy office head of the Communications Bureau of Yangzhou city. In January 2001, he took up the position of deputy general manager of Jiangsu Yangtze Bridge Co., Ltd., and in July 2001, he was the general manager of Jiangsu Ning-Jing-Yen Expressway. Since January 2002, he took up the position as the manager of the personnel department at Jiangsu Communications Holdings Ltd. Mr. Zhang has extensive experience in economic management and communication administration.

ANNOUNCEMENT OF THE 9th SESSION
OF THE THIRD BOARD OF DIRECTORS MEETING

Notice is hereby given that the 9th session of the Third Board of Directors Meeting was held by the Company in the morning on Monday, 8th April 2002 at 蘇州太湖狀元樓大酒店 (Suzhou Taihu Mandarin Garden Hotel). There should be 11 directors present and 9 directors were present. Members of the Supervisory Committee and the senior management staff attended the Meeting. The Meeting was chaired by Mr. Shen Chang Quan, the Chairman of the Company. The procedure for convening this Meeting was in compliance with the relevant provisions of Company Law and Articles of Association. The following were considered and approved at this Meeting:

1. The annual report of the Board for the year ended 31st December 2001 was considered and approved;

2. The audited accounts and the auditors’ report for the year ended 31st December 2001 were considered and approved;

3. The distribution scheme in respect of the final dividends of the Company for 2001 (a proposed cash bonus of RMB 1.25 for every 10 shares) was approved;

4. The proposed profit distribution scheme of the Company for 2002 was approved: For 2002, the Company will declare a cash dividend representing not less than 50% of the net profit for the year. Retained profits which had not been distributed will not be distributed under the 2002 profit distribution scheme;

5. The re-appointment of Arthur Andersen & Co and Arthur Andersen ˙ Hua-Qiang Certified Public Accountants (安達信˙華強會計師事務所) as the Company’s auditors was approved, that the aggregate remuneration to be RMB 1,250,000 per annum was approved and that the same be presented to the Annual General Meeting for approval;

6. The annual report for 2001 and the final results Announcement were approved;

7. The proposal of convening the 2001 Annual General Meeting and the Notice of Annual General Meeting and related matters were approved;

8. Changes of Directors

1) The proposal to elect Mr. Wang Guo Gang as an Independent Director of the Company, and the signing of a service contract with him with an annual remuneration of RMB 40,000 be approved;

2) The proposal to elect Mr. Yang Xiong Sheng as an Independent Director of the Company, and the signing of a service contract with him with an annual remuneration of RMB 40,000 be approved;

3) The proposal to elect Mr. Zhang Wen Sheng as a Director of the Company, and signing of an appointment contract with him be approved;

1. Resignation of Directors

1) The resignation of Mr. Li Da Peng from his office as a Director and the signing of a service termination contract was approved;

2) The resignation of Mr. Liu Bu Cun from his office as a Director and the signing of a service termination contract was approved;

3) The resignation of Mr. Zhu Yao Ting from his office as a Director and the signing of a service termination contract was approved;

1. The proposal of setting up of the Strategic Committee of the Board of Directors was considered and approved;

2. The proposal of setting up of the Nominating Committee, Salary and Review Committee of the Board of Directors was considered and approved;

3. The proposal of setting up of the Audit Committee of the Board of Directors was considered and approved;

4. The amended Articles of Association was considered and approved and that the same be presented to the Annual General Meeting for approval;

5. The “Procedural Rules for the shareholders’ general meeting” was considered and approved and that the same be presented to the Annual General Meeting for approval;

6. The “Procedural Rules for the Board of Directors” was considered and approved and that the same be presented to the Annual General Meeting for approval;

7. The “Bye-laws on respect of the duties of the General Manager” was considered and approved;

8. The “Financial Control System” was considered and approved;

9. The “Bye-laws in respect of the duties of Secretary to the Board of Directors” was considered and approved;

10. The “Bye-laws in respect of the duties of Independent Directors” was considered and approved and that the same be presented to the Annual General Meeting for approval;

11. The Procedure Rules for the Strategic Committee under the Board of Directors” was considered and approved and that the same be presented to the Annual General Meeting for approval;

12. The “Procedure Rules for the Nominating, Salary and Review Committee under the Board of Directors” was considered and approved and that the same be presented to the Annual General Meeting for approval;

13. The “Procedure Rules for the Audit Committee under the Board of Directors” was considered and approved and that the same be presented to the Annual General Meeting for approval;

14. The Self-Regulation Report was considered and approved, and the submission of the same to Nanjing Division of China Securities Regulatory Commission was approved;

24 The proposal of issuance of American Depository Receipt (Class 1) in respect of portion of the issued H Shares of the Company was considered and approved and a committee of Directors was constituted to deal with the related matters;

1. The “Agreement in respect of the sale and purchase of 33.33% interest in the Jiangsu Suzhou-Jiading-Hangzhou Expressway Co., Ltd.” was considered and approved;

2. The reduction in the beginning balance of the Retained Profits of the Company for the year 2001 by the sum of RMB 23,628,000 resulting from sale of staff quarters was reviewed and approved.

Note:- Please refer to the website of Shanghai Stock Exchange (www.sse.com.cn) for details of resolutions Nos. 13, 14, 15, 16, 17, 18, 19, 20, 21 and 22

Annex:

1. Declarations made by the nominators of the independent directors

2. Declarations made by the proposed independent directors

By Order of the Board
Yao Yong Jia
Lam Che WahBoard Secretary8th April 2002

Declarations made by the nominator
of the independent directors of the Company

The Board of Director of Jiangsu Expressway Company Limited (the “Company”), the nominator, hereby publish a declaration to the public concerning the nomination of Mr. Yang Xiong Sheng as independent directors of the Ninth Session of the Third Board of the Company. The parties being nominated do not have any relationship with the Company that will affect their independency. The specific declaration is as follows:

This nomination is made after thorough understanding on the profession, academic qualification, title, career history and all part-time positions (please refer to annex for curriculum vital of the nominator) of the parties being nominated. The parties being nominated have agreed in writing to be independent directors of the Ninth session of the Third Board of the Company. (Annex: Declarations made by the proposed independent directors). The nominator considers the parties being nominated:

1. eligible to be the directors of listed companies pursuant to the laws, administrative regulations and other relevant requirements;

2. eligible to be appointed for the position in accordance with the Articles of Association of the Company;

3. satisfy the standard of independence as required by the Guidance Opinion for establishing the system of independent directors in the listed companies issued by China Securities Regulatory Commission:

1). Neither the parties being nominated, nor their immediate family members and major social associates work in the Company and any of its subsidiary;

2). Neither the parties being nominated nor their immediate family members are shareholders of the Company, who directly and indirectly hold 1% or more in the issued share capital of the Company, and is not the top ten shareholders of the Company;

3). Neither the parties being nominated nor their immediate family members work in the organisations of shareholders which directly and indirectly hold 5% or more in the issued share capital of the Company, and do not work in any organisations of top five shareholders of the Company;

4). The parties being nominated do not fall under the circumstances as described in the 3 paragraphs above for the current year;

5). The parties being nominated do not provide financial, legal, management consultancy and technical consultancy services to the Company and its subsidiaries.

1. In addition, the parties being nominated are the independent directors of not more than five listed companies, including the Company.

The nominator hereby warrants that the above declaration is true, complete and accurate. There is no statement being false or misleading. The nominator completely understands the possible consequence of providing a false statement.

Jiangsu Expressway Company Limited Nominator Suzhou, 8th April, 2002

Declarations made by the nominator
of the independent directors of the Company

The Board of Director of Jiangsu Expressway Company Limited (the “Company”), the nominator, hereby publish a declaration to the public concerning the nomination of Mr. Wong Guo Gang as independent directors of the Ninth Session of the Third Board of the Company. The parties being nominated do not have any relationship with the Company that will affect their independency. The specific declaration is as follows:

This nomination is made after thorough understanding on the profession, academic qualification, title, career history and all part-time positions (please refer to annex for curriculum vital of the nominator) of the parties being nominated. The parties being nominated have agreed in writing to be independent directors of the Ninth session of the Third Board of the Company. (Annex: Declarations made by the proposed independent directors). The nominator considers the parties being nominated:

1. eligible to be the directors of listed companies pursuant to the laws, administrative regulations and other relevant requirements;

2. eligible to be appointed for the position in accordance with the Articles of Association of the Company;

3. satisfy the standard of independence as required by in the Guidance Opinion for establishing the system of independent directors in the listed companies issued by China Securities Regulatory Commission:

1). Neither the parties being nominated, nor their immediate family members and major social associates work in the Company and its subsidiary;

2). Neither the parties being nominated nor their immediate family members are the shareholders of the Company, who directly and indirectly hold 1% or more of the issued share capital of the Company, and is not the top ten shareholders of the Company;

3). Neither the parties being nominated nor their immediate family members work in the organisations of shareholders which directly and indirectly hold 5% or more in the issued share capital of the such Listed Company, and do not work in any organisations of top five shareholders of the Company;

4). The parties being nominated do not fall under the circumstances as described in the 3 paragraphs above for the current year;

5). The parties being nominated do not provide financial, legal, management consultancy and technical consultancy services to the Company and its subsidiaries.

1. In addition, the parties being nominated are the independent directors of not more than five listed companies, including the Company.

The nominator hereby warrants that the above declaration is true, complete and accurate. There is no statement being false or misleading. The nominator completely understands the possible consequence of providing a false statement.

Jiangsu Expressway Company Limited Nominators Suzhou, 8th April, 2002

Declarations made by the
proposed independent director

Yang Xiong Sheng, the undersigned, being the nominate independent director of the Ninth session of the Third Board of Jiangsu Expressway Company Limited (the “Company”), hereby declares to the public that: there is no connection between the Company and the undersigned that will affect my independency as an independent director of the Company. The specific declaration is as follows:

1. Neither the undersigned nor my immediate family members and major social associates work in the Company or any of its subsidiaries;

2. Neither the undersigned nor my immediate family members directly and indirectly hold 1% or more of the issued share capital of the Company;

3. Neither the undersigned nor my immediate family is the top 10 shareholders of the Company;

4. Neither the undersigned nor my immediate family members work in the organisations of shareholders which directly and indirectly hold 5% or more in the issued share capital of the Company;

5. Neither the undersigned nor my immediate family members work in organisations of top five shareholders of the Company;

6. The undersigned do not fall under any of the conditions as described in the 5 paragraphs above in the current year;

7. The undersigned does not provide financial, legal, management consultancy and technical consultancy services to the Company or any of its subsidiaries;

8. The undersigned does not obtain additional undisclosed benefits from the Company and its major shareholders or organizations and officers with interests in the Company;

9. The undersigned is eligible to be appointed for the position in accordance with the Articles of Association.

In addition, I am appointed as the independent director of not more than five listed companies, including the Company.

I am completely aware of the duties as an independent director and warrant that the above declaration is true, complete and accurate. There is no statement that is false or misleading. I completely understand the possible consequence of providing a false statement. The China Securities Regulatory Commission shall confirm my eligibility of appointment and my independency pursuant to this statement. During the term of office as the Company's independent director, I shall comply with the regulations, requirements and notice issued by the China Securities Regulatory Commission. I shall ensure that I have adequate time and effort devoted to perform my duties. I shall decide independently without any influence from the major shareholders, beneficial controlling parties or other units or individuals with interests in the Company.

The Declarant: Yang Xiong Sheng
Nanjing University, 15th November 2001

Declarations made by the
proposed independent director

Wang Guo Gang, the undersigned, being the nominated independent director of the Ninth session of the Third Board of Jiangsu Expressway Company Limited, hereby declares to the public that: there is no connection between Jiangsu Expressway Company Limited and the undersigned that will affect my independency as an independent director of the Company. The specific declaration is as follows:

1. Neither the undersigned nor my immediate family members and major social associates work in the Company or any of its subsidiaries;

2. Neither the undersigned nor my immediate family members directly and indirectly hold 1% or more of the issued share capital of the Company;

3. Neither the undersigned nor my immediate family is the top 10 shareholders of the Company;

4. Neither the undersigned nor my immediate family members work in the organisations of shareholders which directly and indirectly hold 5% or more in the issued share capital of the Company;

5. Neither the undersigned nor my immediate family members work in organisations of top five shareholders of the Company;

6. The undersigned do not fall under any of the conditions as described in the 5 paragraphs above in the current year;

7. The undersigned does not provide financial, legal, management consultancy and technical consultancy services to the Company or any of its subsidiaries;

8. The undersigned does not obtain additional undisclosed benefits from the Company and its major shareholders or organizations and officers with interests in the Company;

9. The undersigned is eligible to be appointed for the position in accordance with the Articles of Association.

In addition, I am appointed as the independent director of not more than five listed companies, including the Company.

I am completely aware of the duties as an independent director and warrant that the above declaration is true, complete and accurate. There is no statement that is false or misleading. I completely understand the possible consequence of providing a false statement. The China Securities Regulatory Commission shall confirm my eligibility of appointment and my independency pursuant to this statement. During the term of office as the Company's independent director, I shall comply with the regulations, requirements and notice issued by the China Securities Regulatory Commission. I shall ensure that I have adequate time and effort devoted to perform my duties. I shall decide independently without any influence from the major shareholders, beneficial controlling parties or other units or individuals with interests in the Company.

The Declarant: Wang Guo Gang
Beijing, 28th November 2001

ANNOUNCEMENT OF THE 6th SESSION
OF THE THIRD SUPERVISORY COMMITTEE MEETING

Notice is hereby given that the 6th session of the Third Supervisory Committee Meeting was held by the Company in the morning on Monday, 8 April 2002 at 蘇州狀元樓大酒店 (Suzhou Taihu Mandarin Garden Hotel). There should be 5 supervisors present and all 5 supervisors were present. The Meeting was chaired by Mr. Zhong Zhang Wan. The proceeding for convening this Meeting has complied with the relevant provisions of Company Law and Articles of Association.

The following resolutions were considered and approved by all supervisors who have attended the Meeting:

1. Report of the Supervisory Committee for the year ended 31st December 2001 was considered and approved;

2. Annual Report for 2001 and its summary were considered and approved;

3. The rules of procedure for the Supervisory Committee Meeting was considered and approved;

4. The resignation of Du Wen Yi from the position of Supervisor due to change of job was approved;

5. Mr. Zhang Cheng Yu was elected as the member of the Supervisory Committee.

Supervisory Committee
Jiangsu Expressway Company Limited

Nanjing, the PRC

8th April 2002

Please also refer to the published version of this announcement in the South China Morning Post.