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

Apr 30, 2007

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Jiangsu Expressway Company Limited

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

(Stock Code: 177)

Proxy form for holders of H Shares for use at the Annual General Meeting and any adjournment thereof

I/We[(] [note][1][)]

of

being the registered holders of

( note 1 )

( 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 2006 Annual General Meeting of the Company to be held at the Conference Room, 238 Maque Street, Nanjing, the PRC at 9:00 a.m. on Wednesday, 13 June 2007 (and at any adjourment thereof) (the “AGM”) 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 AGM. I/We wish my/our proxy to vote as indicated below in respect of the resolutions to be proposed at the AGM as hereunder indicated, or if no such indication is given, as my/our proxy thinks fit.

		For(note 4)Against(note 4)
	1.to consider and approve the directors report of the Company for the yearended 31 December 2006;
	2.to consider and approve the supervisors report of the Company for the yearended 31 December 2006;
	3.to consider and approve the audited accounts and the auditors report for theyear ended 31 December 2006;
	4.to consider and approve the profit distribution scheme in respect of the finaldividends for the year ended 31 December 2006: the Company proposed todeclare a cash dividend of RMB0.19 (tax inclusive);
	5.to consider and approve the appointment of Deloitte Touche TohmatsuCertified Public Accountants Limited and Deloitte Touche Tohmatsu as theCompany’s domestic and international auditors with an annual remunerationof RMB1,700;
	6.Special Resolution:to consider and approve the proposed comprehensive amendments to thearticles of association in accordance with “Notice on the Publication ofGuidelines for the Articles of Association of Listed Companies (2006Revision)”.

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 AGM, 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 AGM 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 in it.

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 AGM.