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

Oct 15, 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.

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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)

SHORT-TERM COMMERCIAL PAPER PROGRAM APPOINTMENT OF DIRECTOR AND SUPERVISOR

AND

2007 FIRST EXTRAORDINARY GENERAL MEETING

A notice convening the 2007 First Extraordinary General Meeting to be held at the Conference Room, 6 Maqun Road, Nanjing, Jiangsu, the PRC on Wednesday, 28 November, 2007 at 9:00 a.m. is set out on page 6 to page 7 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not preclude you from attending and voting at the meeting should you so wish, in which case you will be deemed to have withdrawn the proxy you have appointed.

16 October 2007

CONTENTS

		Page
LETTER FROM THE CHAIRMAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
A.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
B.	Major terms of the Short-term Commercial Paper Program . . . . . . . . . . . . . . . . . . . . . . .	2
C.	Reasons and Benefits of the Short-term Commercial Paper Program . . . . . . . . . . . . . . . .	2
D	Appointment of Director and Supervisor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
E.	Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
NOTICE OF 2007 FIRST EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . .		6

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LETTER FROM THE CHAIRMAN

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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)

Directors: Sheng Chang Quan Chen Xiang Hui Sun Hong Ning Zhang Wen Sheng Fan Yu Shu Cui Xiao Long Xie Jia Quan Chang Yung Tsung, Alice Fang Keng Yang Hong Sheng Fan Cong Lai

Registered Office: 6 Maqun Road Nanjing Jiangsu the PRC

* Independent Non-Executive Directors

16 October 2007

Dear Sir or Madam,

SHORT-TERM COMMERCIAL PAPER PROGRAM APPOINTMENT OF DIRECTOR AND SUPERVISOR AND 2007 FIRST EXTRAORDINARY GENERAL MEETING

A. Introduction

The Board of Directors of the Company announced on 27 September 2007 that it has resolved to a proposed issue of short-term commercial paper by the Company (the “Short-term Commercial Paper Program”). In addition, in view of the resignation of Mr Zhang Wen Sheng as director and Ms Ma Ning as supervisor, it is proposed that Ms Zhang Yang and Ms Luo Yi be appointed as a director and a supervisor of the Company, respectively. The purpose of this circular is to provide further information on the Short-term Commercial Paper Program and information of the proposed new director and new supervisor of the Company, and the extraordinary general meeting to be held for the purpose of approving such Short-term Commercial Paper Program and appointments of director and supervisor.

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LETTER FROM THE CHAIRMAN

• B. Major terms of the Short-term Commercial Paper Program

Amount raised: up to an aggregate of RMB2,000,000,000 Terms of Maturity: according to the terms stipulated by the People’s Bank of China as not more than 365 days from the date of issue Interest rate: prevailing market rate of short-term commercial papers of similar maturity, approximately 2 per cent. below the prevailing lending rate announced by the People’s Bank of China

Expenses of the issue: approximately 0.5% of the issue price Intended investors: Domestic institutional investors participating in the interbank debt market ( ) of the PRC Joint Lead-Underwriter: China Construction Bank Corporation ( ) and Guangdong Development Bank Limited ( ) Bookrunner: China Construction Bank Corporation

Conditions: (i) shareholders’ approval at general meeting;

• (ii) approval by the People’s Bank of China; and

• (iii) entering into of an underwriting agreement in terms to the satisfaction of the Board

Use of proceeds: as working capital of the Company, with a view to improve the financing structure and to reduce the costs of financing of the Company Expected date of issue: subject to market condition, to be issued within 12 months from the date of approval by the People’s Bank of China

After obtaining the relevant approvals, the short-term commercial papers will be traded on the PRC inter-bank debt market.

C. Reasons and Benefits of the Short-term Commercial Paper Program

Short-term Commercial Paper Program is a relatively new means of short-term fund raising. Given the interest rate of Short-term commercial papers is more favourable than short-term bank loans, the directors are of the view that the adoption of the Short-term Commercial Paper Program is the interests of the Company and its shareholders as a whole.

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LETTER FROM THE CHAIRMAN

D. Appointment of Director and Supervisor

As Mr. Zhang Wensheng and Ms. Ma Ning, (a director and a supervisor of the Company respectively nominated by Huajian Transportation Economic Development Centre ( ), a substantial shareholder of the Company, who are also the deputy general manager and departmental supervisor of Huajian Transportation Economic Development Centre) will be rotated to other job positions in Huajian Transportation Economic Development Centre, and will no longer be involved in the management of the Company, they have resigned from their respective offices as director and supervisor of the Company. The effective date shall be the resolution date on which the shareholders’ meeting of the Company approves the replacement of their director and supervisor offices.

The Board of Directors and the Supervisory Committee of the Company have approved the resignation of Mr. Zhang Wensheng and Ms. Ma Ning and intends to propose a resolution at the shareholders’ meeting to appoint Ms. Zhang Yang as director of the Company and Ms. Luo Yi as supervisor of the Company. Personal particulars of Ms. Zhang Yang and Ms. Luo Yi are as follows:

Zhang Yang, female, was born in 1964 and a university graduate and a political commissar. From 1988 to 1994, Ms. Zhang was a principal staff member of the political division of the Ministry of Aerospace. From 1994 to 2007, she was the manager and assistant to general manager of the securities management division of Huajian Transportation Economic Development Center, and she is now the deputy general manager of Huajian Transportation Economic Development Center. Ms. Zhang has extensive knowledge in the transportation and securities industries as well as rich management experience.

As at the date of this circular, Ms. Zhang Yang is the director of Xiamen Port Development Co., Ltd.) ( ), the director of Shenzhen Expressway Co., Ltd. ( ), the director of Zhejiang Expressway Co., Ltd. ( ) and vice chairman of Sichuan Expressway Co., Ltd. ( ).

Luo Yi, female, was born in 1972 and a university graduate and an accountant. From 1996 to 2001, Ms. Luo was the deputy director of the finance division of China Merchants Group Limited ( ). From 2001 to 2002, she was the financial controller of China Merchants Insurance Company Limited ( ). From 2002 to 2003, she was the deputy general manager of the finance division of Houlder Insurance Brokers Company Ltd. ( ). From 2003 to 2005, she was the manager of the finance division of China Merchants Group (Beijing) Co., Ltd. ( ). From February 2005 to date, she has been the manager of the finance division of Huajian Transportation Economic Development Center. Ms. Luo has been engaged in financial work with extensive financial expertise and management experience.

As at the date of this circular, Ms. Luo Yi is the supervisor of Guangxi Wuzhou Communications Co., Ltd. ( )

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LETTER FROM THE CHAIRMAN

As at the date of this circular, the Company had not entered into any service contract with Ms. Zhang Yang and Ms. Luo Yi. The term of office of Ms. Zhang Yang and Ms. Luo Yi will expire on the date of the 2008 annual general meeting. As Zhang Yang and Mr. Luo Yi are employees of and are nominated director and supervisor of Huajian Transportation Economic Development Centre, a substantial shareholder of the Company, they will not receive any remuneration to act as a director and a supervisor of the Company.

Save as disclosed above, as at 12 October 2007, being the latest practicable date for ascertaining information for this circular, Ms. Zhang Yang and Ms. Luo Yi have confirmed:

• (a) they (i) did not assume other offices in any member of the Group; (ii) were not related to any directors, senior management , substantial shareholders or controlling shareholders of the Company or other members of the Group; and (iii) did not have any interests in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); and

• (b) they did not hold any other directorships in any listed companies in the past three years or other major appointments and qualifications.

As at 12 October 2007, being the latest practicable date for ascertaining information for this circular,

• (a) there is no other matters that need to be brought to the attention of shareholders of the Company; and

• (b) there is no other information to be disclosed pursuant to any of the requirement of Rule 13.51(2) of the Listing Rules.

• E. Extraordinary General Meeting

The 2007 First Extraordinary General Meeting of the Company will be held at the Conference Room of the Company, at 6 Maqun Road, Nanjing, Jiangsu, the PRC on Wednesday, 28 November, 2007 at 9:00 a.m. A notice of the general meeting is set out in page 6 to page 7 of this circular. Special resolution will be proposed for approving the Short-term Commercial Paper Program and authorising the directors and the management to finalise the terms of the Short-term Commercial Paper Program and to implement the Short-term Commercial Paper Program. Ordinary resolutions will be proposed for approving the appointment of the new director and the new supervisor of the Company.

The Board of Directors considers that the resolution to approve the Short-term Commercial Paper Program to be passed by way of a special resolution and the two resolutions to appoint the new director and superviser of the Company to be passed by way of ordinary resolutions at the 2007 First Extraordinary General Meeting are in the interests of the shareholders of the Company and recommends shareholders to approve the resolutions.

All resolutions will be passed by wall of poll.

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LETTER FROM THE CHAIRMAN

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 order of the board 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

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

(Stock Code: 177)

NOTICE OF 2007 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2007 First Extraordinary General Meeting (the “EGM”) of Jiangsu Expressway Company Limited will be held on Wednesday, 28 November, 2007 at 9:00 a.m. at the Conference Room of the Company at 6 Maqun Road, Nanjing, Jiangsu, the People’s Republic of China for the purpose of considering, and if thought fit, passing the following resolutions:

Special Resolution

1. “ THAT (i) a short-term commercial paper program of the Company (the “Short-term Commercial Paper Program”) pursuant to which the Company may issue short-term commercial papers with an aggregate amount not exceeding RMB2 billion be and is hereby approved; and (ii) the Board of Directors and the management of the Company be and are hereby authorized to, within 1 year from the date of this resolution, determine matters in relation to the Short-term Commercial Paper Program having regards to the market conditions and the needs of the Company, including but not limited to, the final amount of issue, term of maturity, offering method and interest rate, and to take all necessary actions for the purpose of executing the Short-term Commercial Paper Program”;

Ordinary Resolutions

1. “ THAT the appointment of Ms Zhang Yang as director of the Company be approved”; and

2. “ THAT the appointment of Ms Luo Yi as supervisor of the Company be approved”.

By order of the board Yao Yongjia Secretary to the Board

Nanjing, the PRC, 16 October, 2007

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

• (1) Persons who hold shares of the Company and whose names appear on the register of members as at 29 October, 2007 shall be entitled to attend the EGM after completing and returning to the Company prior to 8 November, 2007 the confirmation slip attached to the circular of the Company dated 16 October 2007 and to which this notice forms part. 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 29 October 2007, to 28 November 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 26 October 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) All resolutions will be passed by way of poll.

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