Orient Overseas (International) Limited — Proxy Solicitation & Information Statement 2009

Jan 20, 2009

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江蘇寧滬高速公路股份有限公司 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 2009 First Extraordinary General Meeting and any adjournment thereof

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

of ( note 1 ) being the registered holders 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 2009 First Extraordinary General Meeting of the Company to be held at the Conference Room, 6 Maque Road, Nanjing, the PRC at 9:00 a.m. on Wednesday, 11 March 2009 (and at any adjourment 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 resolutions 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)
	1.	The insertion of the following new articles to the Articles of Association of the
		Company pursuant to the requirements of the Jiangsu Securities Regulatory Bureau
		of	the China Securities Regulatory Commission to establish a long-standing
		mechanism		for further regulation of capital flows between the listed company and
		its major shareholders or other connected parties be approved:
		(1)	**The **	following new articles will be appended to Article 8: Obligations of
			the Controlling Shareholder towards Other Shareholders:
			“8.5	For transactions in respect of capital, commodities, services,
				guarantees or other assets between the Company and the controlling
				shareholder or de facto controller or connected parties, the Company
				shall perform the process of consideration by the Board and the
				general meeting in strict compliance with the decision-making
				procedures inrelation to connected transactions so as to prevent the
				misappropriation of assets by the Company’s controlling shareholder,
				de facto controller or connected parties.
			8.6	The Company’s controlling shareholder or de facto controller shall not
				make use of its controlling position to misappropriate the assets of the
				Company. The Company shall establish a “freezing upon
				misappropriation” mechanism for shares held by the controlling
				shareholder. That is to say, if the controlling shareholder is found to
				have misappropriated any assets, the Company shall immediately
				apply for judicial freezing, so that if a compensation in cash is not
				effected, the misappropriated assets shall be compensated through a
				realization of equity interests.”
		(2)	**The **	following new article will be appended to Article 16: Qualifications
			**and **	Obligations of the Company’s Directors, Supervisors, Managers and
			Other Senior Management Members:
			“16.19 The Company’s directors, supervisors and senior management
				members have statutory obligations of ensuring the safety of the
				Company’s capital. The Company’s directors, supervisors and senior
				management members are the responsible officers of the “freezing
				upon misappropriation” mechanism. The Company’s directors,
				supervisors, senior management members and other relevant informed
				parties shall report to the Company’s chairman and secretary to the
				Board on the day they learn about the misappropriation of the
				Company’s assets by the Company’s controlling shareholder or de
				facto controller and its subsidiaries. The secretary to the Board shall
				inform all directors and other relevant parties of the Company on the
				same day and immediately initiate the following procedures:
				(1) On the day the secretary to the Board receives the report on the
				misappropriation of the Company’s assets by the Company’s
				controlling shareholder or de facto controller or its

						SPECIAL RESOLUTION		For (note 4)	Against (note 4)
						subsidiaries, he/she shall immediately notify and ask the audit
						committee to conduct an audit on the misappropriation of the
						Company’s assets by the Company’s controlling shareholder
						or de facto controller or its subsidiaries. The audit committee
						shall verify the misappropriation of the Company’s assets by
						the Company’s controlling shareholder or de facto controller
						or its subsidiaries on the same day, including the
						misappropriated amount and the responsible parties. If it is
						found that the Company’s directors or senior management
						members have assisted in or connived at the misappropriation
						of the Company’s assets by the controlling shareholder or its
						subsidiaries, the audit committee shall specify in the report the
						names of the directors or senior management members
						involved as well as the details of how they have assisted in or
						connived at the misappropriation of the Company’s assets by
						the controlling shareholder or its subsidiaries.
					(2) After receiving the reports from the Company’s directors,
						supervisors, senior management members or other relevant
						informed parties and the verification report from the audit
						committee, the chairman shall immediately call and convene a
						meeting. The Board shall consider and approve a resolution
						including but not limited to the following content:
						1. To confirm the fact of misappropriation and the
						responsible parties;
						2. The Company shall request the controlling shareholder
						to make compensation within two days from the date
						of the discovery of the misappropriation;
						3. The Company shall authorize the secretary to the
						Board to apply to the relevant judicial authority for
						freezing the equity interests held by the controlling
						shareholder in the Company within two days from the
						date of the discovery of the misappropriation by the
						controlling shareholder;
						4. If full compensation is not made by the controlling
						shareholder within the above deadline, the Company
						shall authorize the secretary to the Board to apply to
						the relevant judicial authority for the realization of the
						shares on hold to compensate for the misappropriated
						assets;
						5. Directors or senior management members who are held
						responsible shall be issued warnings or demoted and a
						monetary penalty equivalent to 0.5%-1% of the
						amount of the misappropriated assets shall be
						imposed;
						6. A proposal shall be made to the general meeting to
						remove directors taking significant responsibilities
						from their office. For directors or senior management
						members not doing their best in execution, they shall
						be subject to punishment with reference to the
						penalties imposed on those directors or senior
						management members who are responsible.
					(3) The secretary to the Board shall disclose information in
						accordance with the “Measures for the Administration of
						Information Disclosure” and report to the securities regulatory
						authorities in a timely manner.”
						ORDINARY RESOLUTIONS		For (note 4)	Against (note 4)
		2.		The appointment of Mr. Qian Yong Xiang as an executive Director of the Company
				be and is hereby		approved and that an executive director services contract be entered
				into with	Mr. Qian with a tenure commencing from the date of the 2009 First
				Extraordinary General Meeting and ending on the date of the 2008 Annual General
				Meeting;
		3.		The appointment of Mr. Yang Gen Lin as a Supervisor of the Company be and is
				hereby approved and that a supervisor appointment letter be entered into with Mr.
				Yang with a tenure commencing from the date of the 2009 First Extraordinary
				General Meeting and ending on the date of the 2008 Annual General Meeting.

Date:

, 2009

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 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 EGM.