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

Nov 12, 2007

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 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.

JIANGSU EXPRESSWAY COMPANY LIMITED

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

(Stock Code: 177)

PROPOSED ISSUE OF CORPORATE BONDS

A notice convening the Extraordinary General Meeting to be held at the Conference Room of the Comapny, 6 Maqun Road, Nanjing, Jiangsu, the PRC at 9:00 a.m. on Monday, 31 December 2007 is set out on page 5 to 6 of this circular. Whether or not you are able to attend the meeting, you are requested to complete and return 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 meeting. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting should you so wish, in which case you will be deemed to have withdrawn the proxy you have appointed.

13 November 2007

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE CHAIRMAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . .	5

— i —

DEFINITIONS

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

“Board”	the board of directors of the Company;
“CSRC”	China Securities Regulatory Commission;
“Company”	Jiangsu Expressway Company Limited, a joint stock limited
	company established in the PRC with limited liability;
“Corporate Bonds”	corporate bonds of not more than RMB1.5 billion in principal
	proposed to be issued by the Company;
“Directors”	the directors of the Company;
“Extraordinary General Meeting”	the extraordinary general meeting of the Company to be held
	on Monday, 31 December 2007 at 9:00 a.m. at the Conference
	Room of the Company, 6 Maqun Road, Nanjing, Jiangsu, the
	PRC for the purpose of considering, and if thought fit,
	approving the issue of Corporate Bonds by the Company;
“H Shares”	overseas-listed foreign shares of RMB1.00 each, which are
	issued by the Company in Hong Kong, subscribed in Hong
	Kong dollars and listed on the Stock Exchange;
“H Shareholders”	holders of H Shares;
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange;
“PRC”	the People’s Republic of China;
“RMB”	Renminbi, the lawful currency of the PRC; and
“Stock Exchange”	The Stock Exchange of Hong Kong Limited.

— 1 —

LETTER FROM THE CHAIRMAN

==> picture [57 x 46] intentionally omitted <==

JIANGSU EXPRESSWAY COMPANY LIMITED

App.1b (1)

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

(Stock Code: 177)

Directors:

Shen Chang Quan Xie Jia Quan Zhang Wen Sheng Sun Hong Ning Chen Xiang Hui Fan Yu Shu Cui Xiao Long Chang Yung Tsung Fang Hung, Kenneth Yang Xiong Sheng Fan Cong Lai

Registered office : 2.14 6 Maqun Road Nanjing Jiangsu the PRC

* Independent non-executive directors

13 November 2007

Dear Sir or Madam,

PROPOSED ISSUE OF CORPORATE BONDS

INTRODUCTION

The Board announced on 9 November 2007 that it has resolved to seek shareholders’ approval for the proposed issue of Corporate Bonds at the Extraordinary General Meeting to be convened. This circular is to provide further information on the proposed issue of Corporate Bonds and to give notice on the Extraordinary General Meeting.

PROPOSED ISSUE OF CORPORATE BONDS

According to the Experimental Measures for Corporate Bond Issuance ( ) promulgated by CSRC which took effect from 14 August 2007, the issue of Corporate Bonds by the Company is subject to the approval by directors or shareholders as well as the approval by CSRC. The approval by CSRC has yet to be obtained by the Company. The first issue of Corporate Bonds should be made within 6 months from the date when approval for issue is granted by CSRC. If Corporate Bonds are to be issued on more than one occasion, all Corporate Bonds should be issued within 24 months from the date when approval for issue is granted by CSRC.

— 2 —

LETTER FROM THE CHAIRMAN

The proposed arrangements for the issue of Corporate Bonds are as follows:

• Aggregate principal amount Up to an aggregate of RMB1.5 billion of Corporate Bonds to be issued

Terms of maturity 3 to 5 years from the date of issue

Expected date of issue Initially the first half of 2008

Issue price Par value of Corporate Bonds

Interest rate To be determined between the Company and the sponsor based on the prevailing market rate of bonds of similar maturity in the PRC market

Payment of interests Interests on Corporate Bonds will be repaid semi-annually. The principal will be repaid with the last installment of interest

Guarantor

Guarantee will be provided by commercial banks

Conditions

• (i) shareholders’ approval at the Extraordinary General Meeing; and

• (ii) approval by CSRC

• Use of proceeds As working capital of the Company, with a view to improving the financing structure and reducing the costs of financing of the Company

• Intended investors Qualified domestic institutional investors and PRC citizens holding valid personal identification documents, who are not connected persons of the Company

Corporate Bonds to be issued are not convertible into shares of the Company.

The authority granted to the Board by way of special resolution passed at the Extraordinary General Meeting with regard to the proposed issue of Corporate Bonds will expire in 1 year from the date of such resolution.

A sponsor will be appointed in due course in respect of the issue of Corporate Bonds.

On 8 November 2007, the Board resolved to authorize Mr. Shen Chang Quan and Mr. Xie Jia Quan to deal with all matters relating to the issue of Corporate Bonds.

— 3 —

LETTER FROM THE CHAIRMAN

REASONS AND BENEFITS FOR THE ISSUE OF CORPORATE BONDS

The issue of Corporate Bonds is a new means of medium to long term funds raising. Given that the interest rate for the issue of Corporate Bonds is more favorable than those for medium to long term bank loans, and the Company would be able to obtain a stable and longer term source of funding, the Directors are of the view that the issue of Corporate Bonds is in the interests of the Company and its shareholders as a whole.

EXTRAORDINARY GENERAL MEETING

The Extraordinary General Meeting will be held at the Conference Room of the Company, at 6 Maqun Road, Nanjing, Jiangsu, the PRC at 9:00 a.m. on Monday, 31 December 2007. A notice of the Extraordinary General Meeting is set out on page 5 to 6 of this circular.

The Board considers that the resolution to approve the issue of Corporate Bonds to be passed by way of special resolution at the Extraordinary General Meeting is in the interests of the shareholders of the Company and recommends shareholders to approve the resolution.

Voting for the resolution will be carried out by way of poll.

For H Shareholders, whether or not you are able to attend the meeting, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return the same to the Company not less than 24 hours before the time appointed for holding the meeting. Completion and return of the form of proxy will not preclude H Shareholders from attending and voting at the meeting or any adjournment thereof. Under these circumstances, the H Shareholders will be deemed as having withdrawn the appointment of the proxy.

By the order of the board of directors Jiangsu Expressway Company Limited Shen Chang Quan Chairman

— 4 —

NOTICE OF EXTRAORDINARY GENERAL MEETING

==> picture [57 x 46] intentionally omitted <==

JIANGSU EXPRESSWAY COMPANY LIMITED

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

(Stock Code: 177)

NOTICE OF EXTRAORINDARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Extraordinary General Meeting (the “ EGM ”) of Jiangsu Expressway Company Limited (the “ Company ”) will be held on Monday, 31 December 2007 at 9:00 a.m. at the Conference Room of the Company, 6 Maqun Road, Nanjing, Jiangsu, the PRC for the purpose of considering, and if thought fit, passing the following special resolution:

Special Resolution

“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.”

By the order of the board of directors Yao Yongjia Secretary to the board of directors

Nanjing, the PRC, 13 November 2007

Notes:

• (1) Persons who hold shares of the Company and whose names appear on the register of members as at 30 November 2007 shall be entitled to attend the EGM after completing and returning to the Company prior to 11 December 2007 the confirmation slip attached to the circular of the Company dated 13 November 2007 and to which this notice forms part. Further details are set out in the confirmation slip and explanation thereto.

— 5 —

NOTICE OF EXTRAORDINARY GENERAL MEETING

• (2) Registration of transfers of H shares will be suspended by the Company from 30 November 2007 to 31 December 2007 (both days inclusive). Holders of H shares who wish to be eligible to attend the EGM must deliver their instruments of transfer together with the relevant share certificates to Hong Kong Registrars Limited, the Registrar of H shares of the Company, at 17th Floor, Hopewell Centre, 183 Queen’s Road East, no later than 4:00 p.m. on Thursday, 29 November 2007.

• (3) A shareholder who has the right to attend and vote at the EGM is entitled to appoint 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 EGM. Nevertheless, the appointment of the proxy will be deemed to have been revoked by the shareholder.

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

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

• (6) Address: Secretary’s Office, 6 Maqun Road, Nanjing, the PRC. Postal Code: 210049 Tel: 8625-8436 2700 ext. 301835, 301836 Fax: 8625-84466643

• (7) Voting for the resolution will be carried out by way of poll.

— 6 —