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

Jan 20, 2009

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.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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)

AMENDMENT OF ARTICLES OF ASSOCIATION, APPOINTMENT OF DIRECTOR AND SUPERVISOR

AND

2009 FIRST EXTRAORDINARY GENERAL MEETING

A notice convening the 2009 First Extraordinary General Meeting to be held at the Conference Room, 6 Maque Road, Nanjing, Jiangsu, the PRC on Wednesday, 11 March 2009 at 9:00 a.m. is set out on page 7 to page 10 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not preclude you from attending and voting at the meeting should you so wish, in which case you will be deemed to have withdrawn the proxy you have appointed.

21 January 2009

LETTER FROM THE BOARD

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

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)

Directors: Sheng Chang Quan Chen Xiang Hui Sun Hong Ning Zhang Yang Du Wen Yi Cui Xiao Long Chang Yung Tsung, Alice Fang Hung, Kenneth Yang Xiong Sheng Fan Cong Lai

Registered Office: 6 Maque Road Nanjing Jiangsu the PRC

* independent non executive director

21 January 2009

Dear Sir or Madam,

AMENDMENT OF ARTICLES OF ASSOCIATION, APPOINTMENT OF DIRECTOR AND SUPERVISOR AND 2009 FIRST EXTRAORDINARY GENERAL MEETING

A. Introduction

The Board of Directors of the Company announced on 24 October 2008 that it was proposed by the Board of Directors that Mr. Qian Yong Xiang be appointed as a Director of the Company. It was also announced on 7 January 2009 that the Supervisory Committee of the Company had proposed the appointment of Mr. Yang Gen Lin as Supervisor of the Company.

On 8 December 2008, it was announced by the Board of Directors that in accordance with the requirements of the Jiangsu Securities Regulatory Bureau under the supervision of China Securities Regulatory Commission, the articles of association have to be amended to establish a long-standing

— 1 —

LETTER FROM THE BOARD

mechanism for further regulation of capital flows between the listed company and its major shareholders or other connected parties and the resolution to approve the amendment be submitted to the next shareholders’ meeting for consideration and approval.

The purpose of this circular is to provide information of the proposed new Director and new Supervisors of the Company, details of the proposed amendments of the articles of association of the Company and the notice of the 2009 First Extraordinary General Meeting of the Company.

B. Appointment of Director and Supervisor

The Board of Directors of the Company announced on 24 October 2008 that Mr. Xie Jia Quan has resigned from the position of Director and the General Manager of the Company due to job change, effective from 24 October 2008. It was announced that Mr. Qian Yong Xiang was appointed as the General Manager of the Company and that it was proposed by the Board of Directors that Mr. Qian Yong Xiang be appointed as an Executive Director of the Company.

Personal particulars of Mr. Qian Yong Xiang are as follows:

Mr. Qian Yong Xiang , aged 44, with a Master of Science in Engineering degree and an MBA, is currently the General Manager of the Company. He taught at Southeast University from 1987 to 1992. He joined the Company in 1992 and has been the head of the Planning Section and Deputy Manger and Manager of the Investment and Securities Department. Mr. Qian has long been involved in strategy studies of the transport industry, the Company’s investment analysis and management, project construction and operational management. He has extensive experience in corporate management and operation of listed companies.

As at the date of this circular, Mr. Qian Yong Xiang is a Director of Jiangsu Guangjing Xicheng Expressway Co., Ltd, a subsidiary of the Company; a Supervisor of Jiangsu Yangtze Bridge Co., Ltd, an associated company of the Company; the Chairman of Jiangsu Ninghu Investment Development Co., Ltd., a subsidiary of the Company; and a Supervisor of Jiangsu Ninghu Properties Co., Ltd., a wholly-owned subsidiary of the Company; and the General Manager of the Company.

Since members of the new Board of Directors will be re-elected on the 2008 Annual General Meeting, Mr. Qian’s tenure will be from the date of the 2009 First Extraordinary General Meeting until the date of the 2008 Annual General Meeting to be convened later this year. Mr. Qian will not receive remuneration from the Company from his position as a Director. Mr. Qian received salary of RMB285,000 in 2008 from the Company. Mr. Qian is also entitled to all staff benefits under the PRC law. The salary of Mr. Qian has been determined with reference to market price and the salary package of his predecessor.

The Board of Directors of the Company further announced on 7 January 2009 that it was reported that at the meeting of the Supervisors of the Company held on the same date that Mr. Zhou Jian Qiang had resigned from the position of Supervisor of the Company as he was re-designated to work in the State-owned Assets Supervision Commission of Jiangsu Province. The proposed appointment of Mr. Yang Gen Lin as Supervisor of the Company was considered and unanimously approved at the meeting and that a resolution to approve the appointment be submitted to the next shareholders’ meeting for consideration and approval was approved.

— 2 —

LETTER FROM THE BOARD

Personal particulars of Mr. Yang are as follows:

Mr. Yang Gen Lin , aged 55, with university education. He served as Director of Taicang Communications Bureau, Suzhou City, Jiangsu Province as well as Secretary of its communist party committee; member of the Standing Committee of Taicang Municipal Communist Party Committee; Deputy Mayor of Taicang City cum Secretary of the Party Work Committee of Taicang Economic Development Zone. He was Acting Mayor and Secretary of the Communist Party Committee of Danyang City, Zhenjiang, Jiangsu Province; member of the Standing Committee of Zhenjiang Municipal Communist Party Committee; and Deputy Department Head and Deputy Secretary of the party organization of the Jiangsu Department of Communications. In 2008, he became Vice Chairman and General Manager of Jiangsu Communications Holdings Company Ltd. Mr. Yang has been responsible for management work for many years and has extensive experience in economic and communications management.

Since the shareholders nominated supervisors of the new Supervisory Committee will be re-elected on the 2008 Annual General Meeting, Mr. Yang’s tenure will be from the date of the 2009 First Extraordinary General Meeting until the date of the 2008 Annual General Meeting to be convened later in 2009. Mr. Yang will not receive remuneration from the Company for his position as Supervisor.

Save as disclosed above, each of Mr. Qian and Mr. Yang has confirmed that he (i) is not related to any directors, supervisors, senior management, substantial shareholders or controlling shareholders of the Company or other member companies of the Group; (ii) does not have any interests in shares of the Company within the meaning defined in Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); and (iii) has not held any other directorships or other major appointments and qualifications in any listed companies in the past three years.

Save as disclosed above, there are no other matters that need to be brought to the attention of shareholders of the Company, and there is no other information required to be disclosed pursuant to Rule 13.51(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

C. Amendment of Articles of Association

On 8 December 2008, it was announced by the Board of Directors that in accordance with the requirements of the Jiangsu regulatory bureau under the supervision of China Securities Regulatory Commission, the articles of association have to be amended to establish a long-standing mechanism for further regulation of capital flows between the listed company and its major shareholders or other connected parties.

The amendments are additional provisions to be inserted to the existing Articles of Association of the Company and are as follows:

1. The following new articles will be appended to Article 8: Obligations of the Controlling Shareholder towards Other Shareholders:

2. “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

— 3 —

LETTER FROM THE BOARD

parties, the Company shall perform the process of consideration by the Board and the general meeting in strict compliance with the decision-making procedures in relation 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.”

• 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 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.

— 4 —

LETTER FROM THE BOARD

• (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:

• To confirm the fact of misappropriation and the responsible parties;

• The Company shall request the controlling shareholder to make compensation within two days from the date of the discovery of the misappropriation;

• 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;

• 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;

• 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;

• 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.”

D. Book Close

Registration of transfers of H shares will be suspended by the Company from 9 February 2009 to 11 March 2009 (both days inclusive). Holders of H shares who wish to be eligible to attend the 2009 First Extraordinary General Meeting, 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 Friday, 6 February 2009.

— 5 —

LETTER FROM THE BOARD

E. 2009 First Extraordinary General Meeting

The 2009 First Extraordinary General Meeting of the Company will be held at the Conference Room, 6 Maque Road, Nanjing, Jiangsu, the PRC on Wednesday, 11 March 2009 at 9:00 a.m. A notice of the general meeting is set out in page 7 to page 10 of this circular. Special Resolution will be proposed for the approval of the proposed amendments to Articles of Association of the Company. Ordinary resolutions will be proposed for approving the appointment of the new Director and the new Supervisor.

The board of directors considers that the terms of resolutions to be proposed at the 2009 First Extraordinary General Meeting are fair and reasonable and recommends shareholders to vote in favour of the resolutions.

All resolutions will be passed by way of a poll.

For H Shareholders, whether or not you are able to attend the meeting, you are requested to (i) complete the accompanying reply slip in accordance with the instructions printed thereon and return the same to the Company by no later than 18 February 2009 and (ii) complete 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.

The proxy form for the domestic shareholders of the Company will be published in the China Securities Daily and Shanghai Securities Daily and the website of the Company (www.jsexpressway.com). Domestic shareholders shall fill out the proxy form in accordance with the instructions thereon and return the signed form to the Company at its registered address.

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

— 6 —

NOTICE OF 2009 FIRST EXTRAORDINARY GENERAL MEETING

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

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)

NOTICE OF 2009 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2009 First Extraordinary General Meeting (the “EGM”) of Jiangsu Expressway Company Limited (the “Company”) will be held on Wednesday, 11 March 2009 at 9:00 a.m. at the Conference Room of the Company at 6 Maque Road, Nanjing, Jiangsu, the People’s Republic of China at which the Board of Directors and the Supervisory Committee of the Company proposed the following resolutions for the shareholders consideration, which will be passed by way of poll:

SPECIAL RESOLUTION

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:

2. (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.”

— 7 —

NOTICE OF 2009 FIRST EXTRAORDINARY GENERAL MEETING

• (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 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;

— 8 —

NOTICE OF 2009 FIRST EXTRAORDINARY GENERAL MEETING

1. 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;

2. 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;

3. 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;

4. 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.

5. (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

1. 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;

2. 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.

By order of the board Yao Yongjia Secretary to the Board

Nanjing, the PRC, 21 January 2009

— 9 —

NOTICE OF 2009 FIRST EXTRAORDINARY GENERAL MEETING

Notes:

• (1) Persons who hold shares of the Company and whose names appear on the register of members as at 9 February 2009 shall be entitled to attend the EGM after completing and returning to the Company prior to 18 February 2009 the confirmation slip attached to the circular of the Company dated 21 January 2009 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 9 February 2009 to 11 March 2009 (both days inclusive). Holders of H shares who wish to be eligible to attend the EGM and receive the final dividend, 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, Wanchai, Hong Kong, no later than 4:00 p.m. on Friday, 6 February 2009.

• (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) All resolutions will be passed by way of poll, one vote for each share.

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

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

— 10 —