Orient Overseas (International) Limited — Proxy Solicitation & Information Statement 2004

Feb 4, 2004

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold all your shares in Jiangsu Expressway Company Limited, you should at once hand this circular and the accompanying confirmation slip and form of proxy to the purchaser or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, 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 circular.

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JIANGSU EXPRESSWAY COMPANY LIMITED

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

PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION AND

PROPOSED APPOINTMENT OF AUDITORS

A notice convening the Extraordinary General Meeting (the “EGM”) to be held at 69 Shigu Road, Nanjing, Jiangsu, the People’s Republic of China on Tuesday, 23 March 2004 at 9:00 a.m. is set out on pages 6 to 8 of this circular. Whether or not you are able to attend the EGM, you are required to complete and return (i) the accompanying confirmation slip in accordance with the instructions printed thereon to the Company as soon as practicable and, in any event, not later than 3 March 2004 and (ii) the accompanying form of proxy in accordance with the instructions printed thereon to the Company as soon as possible and, in any event, not less than 24 hours before the time appointed for the holding of the EGM. Completion and return of the form proxy will not preclude you from attending and voting at the EGM should you so wish, in which case you will be deemed to have withdrawn the proxy you have appointed.

4 February 2004

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE CHAIRMAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . .	6

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

• “Board of Directors” means the board of Directors of the Company “Board Meeting” means 4th session of the 4th meeting of the Board of Directors held on 30 January 2004 at 9:00 a.m. at the Company’s office at 238 Ma Qun Street, Ma Qun, Nanjing, the PRC

• “Directors” means the directors of the Company “EGM” means the extraordinary general meeting of the Company to be held on 23 March 2004 at 9:00 a.m. at 69 Shigu Road, Nanjing, Jiangsu, the PRC

• “PRC” means the People’s Republic of China “Supervisory Committee” means the supervisory committee of the Company

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LETTER FROM THE CHAIRMAN

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JIANGSU EXPRESSWAY COMPANY LIMITED

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

Executive Directors:

Shen Chang Quan Sun Hong Ning Zhang Wen Sheng Chen Xiang Hui Fan Yu Shu Cui Xiao Long Wang Zheng Yi

Registered Office:

Jiangsu Communications Building 69 Shigu Road Nanjing Jiangsu the PRC

Independent Non-Executive Directors

Chang Yung Tsung, Alice Fang Keng Hong Yin Xing Yang Xiong Sheng

Dear Sirs,

PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION AND PROPOSED APPOINTMENT OF AUDITORS

The Board of Directors has, in the 4th session of the 4th Board Meeting held on Friday, 30 January 2004, resolved to convene the first extraordinary general meeting of the Company for the purpose of appointing the domestic and overseas auditors of the Company and amending the articles of association of the Company. The purpose of this circular is to provide details of and the reason for, inter alias, the proposed amendments to the articles of association of the Company.

1. Appointment of auditors

PricewaterhouseCoopers Zhong Tian CPA Co., Ltd. (“PWC Zhong Tian”) and PricewaterhouseCoopers (“PWC”) (PWC Zhong Tian and PWC are collectively referred to as “PWCs”) have not been re-appointed as the domestic and overseas auditors of the Company for the financial year ended 31 December 2003 as a result of the commercial decision of the Board of Directors. A resolution for the re-appointment of PWCs as the auditors of the Company for the financial year of ended 31 December 2003 has not, therefore, been put forward in the annual general meeting of the Company in 2002.

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LETTER FROM THE CHAIRMAN

The Board proposed to appoint Deloitte Touche Tohmatsu CPA Ltd. ( ) and Deloitte Touche Tohmatsu as the Company’s domestic and overseas auditors respectively. The proposed aggregate remuneration of such appointments is RMB1,180,000 for the financial year ended 31 December 2003.

2. Amendment to the articles of association

The Board proposed to make the following changes to the current articles of association of the Company:

• (1) the original Article 77 (No. 65 of the Mandatory Provisions): In the event that such shareholder is a recognized clearing house (as defined in the Securities and Futures (Clearing Houses) Ordinance (Cap. 420 of Hong Kong)), it may appoint a proxy (or proxies) it considers appropriate to attend any general meeting or class meeting of the Company. The proxy form to appoint such proxy (or proxies) shall set out the number and class of shares such proxy (or proxies) is (are) authorized for. The person (or persons) so authorized shall be entitled to exercise such rights of and on behalf of the recognized clearing house (or its nominee) as if such shareholder is an individual shareholder of the Company.

To be amended as : In the event that such shareholder is a recognized clearing house (as defined in the Securities and Futures Ordinance (Cap. 571 of Hong Kong)), or a clearing house as recognized by the laws of the jurisdiction where the securities of the Company are listed, it may appoint a proxy (or proxies) it considers appropriate to attend any general meeting or class meeting of the Company. The proxy form to appoint such proxy (or proxies) shall set out the number and class of shares such proxy (or proxies) is (are) authorized for. The person (or persons) so authorized is (are) entitled to exercise the right of and on behalf of the recognized clearing house (or its nominee) as if such shareholder is an individual shareholder of the Company.

• (2) the original Article 101 (1): Directors shall be elected by shareholders in general meeting for a term of three years. Directors shall be eligible for re-election and re-appointment upon the expiry of their term of office.

To be amended as : (1) Directors shall be elected by shareholders in general meeting for a term of three years. Election of directors shall be effected by a cumulative voting system. In electing directors, the number of votes each shareholder is entitled to cast shall be equal to the number of shares held by such shareholder multiplied by the number of directors he is entitled to elect. Each shareholder may cast all his votes in favour of one particular candidate, cast all of his votes in favour of all candidates by allocating the votes among the candidates at his discretion, or allocate all of his votes in favour of two or more candidates. The candidates who have the highest number of votes shall be elected. Independent directors and non-executive directors shall be elected separately. Directors shall be eligible for re-election and re-appointment upon the expiry of their term of office.

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LETTER FROM THE CHAIRMAN

• (3) the original Article 125: Members of the Supervisory Committee shall comprise four shareholders’ representatives and one staff’s representative. Shareholders’ representatives shall be elected or removed by shareholders at general meeting. Staff’s representative shall be elected or removed by the staff of the Company in a democratic way.

To be amended as : Members of the Supervisory Committee shall comprise three shareholders’ representatives and two staff’s representatives. Shareholders’ representatives shall be elected or removed by shareholders at general meeting. Staff representatives shall be elected or removed by the staff of the Company in a democratic way.

• (4) to add clause (v) to the original Article 103:

• (v) The Company shall obtain the written consent of more than two-thirds of the members of the Board of Directors or the approval of the shareholders at general meeting prior to its giving any guarantee of the liabilities of an external party. The Company shall not provide any guarantee, direct or indirect, of the liability of any entities with a gearing ratio of over 70%. No guarantee shall be provided for any controlling shareholder, any affiliate in which the Company holds less than 50% interests, any unincorporated entity or any individual. The aggregate amount of all guarantees provided by the Company shall not exceed 50% of its total net assets as shown in the combined financial statements for the latest financial year.

The proposed change to article 77 of the articles of association is to reflect the abolition of the Securities and Futures (Clearing Houses) Ordinance (Cap. 420 Laws of Hong Kong) with the coming in effect of the Securities and Furthers Ordinance (Cap. 571 Laws of Hong Kong).

In compliance with the requirements of (i) Article 31 of the Rules on the Governing of Listed Companies promulgated by China Securities Regulatory Commission (the “CSRC”) and the State Economic and Trade Commission of China on 7 February 2002; (ii) Article 129 of the Guidelines on the Articles of Association of Listed Companies issued by CSRC on 16 December 1997; and (iii) Article 2 of the Notice dated 28 August 2003 from CSRC and the State-owned Assets Supervisory and Administrative Commission of the State Council regarding Certain Issues Concerning the Regulation of Financial Dealings between Listed Companies and their Associates and the Provision of Guarantees by Listed Companies to Foreign Parties, the Board proposed to amend articles 101, 125 and 103 by:

• (a) adopting a cumulative voting system by which Directors are elected by Shareholders at general meeting. The Board believes that the proposed voting system will more accurately reflect the wishes of the Shareholders in proportion to their interest in the Company;

• (b) changing the composition of the Supervisory Committee to enhance corporate governance of the Company and ensure that the views of the staff are reflected in the Supervisory Committee by allocating one more seat in the Supervisory Committee to the staff’s representative and correspondingly reducing one shareholders’ representative; and

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LETTER FROM THE CHAIRMAN

• (c) imposing restrictions and conditions under which the Company may provide financial guarantee to ensure better protection to the assets of the Company and to enhance the financial performance of the Company.

RECOMMENDATION BY THE BOARD

The Board are of the view that the appointment of the proposed auditors and the adoption of the proposed changes to the articles of association are in the interests of the Company and the shareholders as a whole. Shareholders are recommended to approve the proposed appointment of auditors, by way of an ordinary resolution, and the proposed amendments to the articles of association, by way of a special resolution, in the EGM.

EXTRAORDINARY GENERAL MEETING

Notice of the EGM is set out in pages 6 to 8 of this circular. Shareholders are required to complete and return the (i) the accompanying confirmation slip in accordance with the instructions printed thereon to the Company as soon as practicable and, in any event, not later than 3 March 2004 and (ii) the accompanying form of proxy in accordance with the instructions printed thereon to the Company as soon as possible and, in any event, not less than 24 hours before the time appointed for the holding of the EGM, whether or not they are able to attend the EGM. Completion and return of the form proxy will not preclude a shareholder from attending and voting at the EGM, in which case he will be deemed to have withdrawn the proxy he has appointed.

By the Order of the Board of Jiangsu Expressway Company Limited Shen Chang Quan Chairman

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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JIANGSU EXPRESSWAY COMPANY LIMITED

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

Notice of the First Extraordinary General Meeting in 2004

Notice is hereby given that at the 4th session of the 4th meeting of the board of directors of Jiangsu Expressway Company Limited, it was resolved that the first 2004 extraordinary general meeting (the “EGM”) would be held at 9:00 a.m. on 23 March 2004 at Jiangsu Communications Building, 69 Shigu Road, Nanjing, the People’s Republic of China to conduct the following businesses:

ORDINARY RESOLUTION

1. to consider and approve the appointment of Deloitte Touche Tohmatsu CPA Ltd. ( ) and Deloitte Touche Tohmatsu as the Company’s domestic and overseas auditors respectively at a total remuneration of RMB1,180,000 per annum;

SPECIAL RESOLUTION

1. to consider and approve the amendments to the articles of association of the Company as follows:

2. (1) the original Article 77 (No. 65 of the Mandatory Provisions): In the event that such shareholder is a recognized clearing house (as defined in the Securities and Futures (Clearing Houses) Ordinance (Cap. 420 of Hong Kong)), it may appoint a proxy (or proxies) it considers appropriate to attend any general meeting or class meeting of the Company. The proxy form to appoint such proxy (or proxies) shall set out the number and class of shares such proxy (or proxies) is (are) authorized for. The person (or persons) so authorized shall be entitled to exercise such rights of and on behalf of the recognized clearing house (or its nominee) as if such shareholder is an individual shareholder of the Company.

To be amended as : In the event that such shareholder is a recognized clearing house (as defined in the Securities and Futures Ordinance (Cap. 571 of Hong Kong)), or a clearing house as recognized by the laws of the jurisdiction where the securities of the Company are listed, it may appoint a proxy (or proxies) it considers appropriate to attend any general meeting or class meeting of the Company. The proxy form to appoint such proxy (or proxies) shall set out the number and class of shares such proxy (or proxies) is (are) authorized for. The person (or persons) so authorized is (are) entitled to exercise the right of and on behalf of the recognized clearing house (or its nominee) as if such shareholder is an individual shareholder of the Company.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

• (2) the original Article 101 (1): Directors shall be elected by shareholders in general meeting for a term of three years. Directors shall be eligible for re-election and re-appointment upon the expiry of their term of office.

To be amended as : (1) Directors shall be elected by shareholders in general meeting for a term of three years. Election of directors shall be effected by a cumulative voting system. In electing directors, the number of votes each shareholder is entitled to cast shall be equal to the number of shares held by such shareholder multiplied by the number of directors he is entitled to elect. Each shareholder may cast all his votes in favour of one particular candidate, cast all of his votes in favour of all candidates by allocating the votes among the candidates at his discretion, or allocate all of his votes in favour of two or more candidates. The candidates who have the highest number of votes shall be elected. Independent directors and non-executive directors shall be elected separately. Directors shall be eligible for re-election and re-appointment upon the expiry of their term of office.

• (3) the original Article 125: Members of the Supervisory Committee shall comprise four shareholders’ representatives and one staff’s representative. Shareholders’ representatives shall be elected or removed by shareholders at general meeting. Staff’s representative shall be elected or removed by the staff of the Company in a democratic way.

To be amended as : Members of the Supervisory Committee shall comprise three shareholders’ representatives and two staff’s representatives. Shareholders’ representatives shall be elected or removed by shareholders at general meeting. Staff representatives shall be elected or removed by the staff of the Company in a democratic way.

• (4) to add clause (v) to the original Article 103:

(v) The Company shall obtain the written consent of more than two third of the members of the Board of Directors or the approval of the shareholders at general meeting prior to its giving any guarantee of the liabilities of an external party. The Company shall not provide any guarantee, direct or indirect, of the liability of any entities with a gearing ratio of over 70%. No guarantee shall be provided for any controlling shareholder, any affiliate in which the Company holds less than 50% interests, any unincorporated entity or any individual. The aggregate amount of all guarantees provided by the Company shall not exceed 50% of its total net assets as shown in the combined financial statements for the latest financial year.

By the Order of the Board Yao Yong Jia Lam Che Wah Secretary to the Board

Nanjing, the PRC 30 January 2004

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

• (1) Holders of shares of the Company whose names appear on the register of members as at 23 February 2004 shall be entitled to attend the EGM after completing and returning to the Company by mail the attached confirmation slip by 3 March 2004. Further details are set out in the confirmation slip and explanation thereto.

• (2) Registration of transfer of H Shares will be suspended by the Company from 23 February 2004 to 23 March 2004 (both days inclusive).

• (3) Any shareholder who is entitled to attend and vote at the EGM is entitled to appoint a proxy (whether or not a shareholder of the Company) to attend and vote on his behalf. Each shareholder (or his proxy) is entitled to cast one vote for each share he holds or represents. Completion and delivery of the form of proxy will not preclude a shareholder from attending and voting at the EGM.

• (4) The instrument appointing a proxy must be in writing executed under the hand of the appointor or his attorney duly authorized in writing. In the event that such instrument is signed by an attorney of the appointor, an authorization that authorized such signatory shall be notarized. To be valid, such notarised authorization together with the form of proxy must be delivered to the Secretariat Office of the EGM not less than 24 hours before the time appointed for holding of the EGM.

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

• (6) Correspondence address: Secretariat Office of Board of Directors, 27th Floor, Jiangsu Communications Building, 69 Shigu Road, Nanjing, the People’s Republic of China

Postal code: 210004 Tel: 025-84200999 (ext. 4705/4706/4716) Fax: 025-84466643, 84207788

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