Orient Overseas (International) Limited — Proxy Solicitation & Information Statement 2007

Nov 12, 2007

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JIANGSU EXPRESSWAY COMPANY LIMITED

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

(Stock Code: 177)

Proxy form for holders of H Shares for use at the Extraordinary General Meeting of 31 December, 2007 and any adjournment thereof

I/We (note 1)

of

(note 1)

being the registered holder(s) of (note 2) H Shares in JIANGSU EXPRESSWAY COMPANY LIMITED (the “Company”), HEREBY APPOINT (note 3) the Chairman of the meeting or failing him

of

as my/our proxy to attend and act for me/us at the Extraordinary General Meeting of the Company to be held at the Conference Room of the Company at 6 Maqun Road, Nanjing, the PRC at 9:00 a.m. on Monday, 31 December, 2007 (and at any adjournment thereof) (the “EGM”) and to exercise all rights conferred on proxies under law, regulation and the Articles of Association of the Company in respect of any other business to be considered in the EGM. I/We wish my/our proxy to vote as indicated below in respect of the resolution to be proposed at the EGM as hereunder indicated, or if no such indication is given, as my/our proxy thinks fit.

SPECIAL RESOLUTION For (note 4) Against (note 4) “THAT (i) the issue of up to RMB1.5 billion in principal amount of corporate bonds by the Company within 1 year from the date of this resolution, with the net proceeds being used as working capital of the Company, be and is hereby approved; AND THAT (ii) the board of directors of the Company be and is hereby authorized to deal with all matters in connection with the issue of corporate bonds having regards to the market conditions and the needs of the Company, including but not limited to, the final amount of issue, terms of maturity and interest rates, and to take all necessary actions and execute such documents for the purpose of issuing the corporate bonds.”

Date:

, 2007 Signature(s) (note 5) :

Notes:

1. Please insert full name(s) and address(es) in BLOCK CAPITALS.

2. Please indicate clearly the number of H shares in the Company registered in your name(s) in respect of which the proxy is so appointed. If no such number is inserted, the proxy will be deemed to be appointed in respect of all the H shares in the Company registered in your name(s).

3. A shareholder is entitled to appoint a proxy of his own choice. Where the proxy appointed is not the Chairman of the EGM, please cross out “the Chairman of the meeting”, and fill in the name(s) and address(es) of the proxy in the space provided. Each shareholder is entitled to appoint one or more than one proxy to attend and vote at the EGM on his behalf. The proxy needs not be a member of the Company. The person who signs this proxy form shall initial against any alteration he makes.

4. Important: if you wish to vote for any resolution, tick in the box marked “For”. If you wish to vote against any resolution, tick in the box marked “Against”. Failure to tick any box will entitle your proxy to cast your vote at his discretion.

5. This form of proxy must be signed by you or your attorney duly authorised in writing (in this case, the power of attorney must be notarially certified) or, in the case of a corporation or institution, either under the common seal or under the hand of any director or attorney duly authorised in writing.

6. To be valid, this proxy form and, if such proxy form is signed by a person under a power of attorney or other authority on behalf of the appointor, a notarially certified copy of that power of attorney or other authority (if applicable), must be deposited at the Company not less than 24 hours before the time appointed for the holding of the EGM.