Orient Overseas (International) Limited — Proxy Solicitation & Information Statement 2011

Sep 20, 2011

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, makes 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 as a joint-stock limited company)

(Stock Code: 00177)

NON-PUBLIC DIRECTED DEBT INSTRUMENT AND 2011 SECOND EXTRAORDINARY GENERAL MEETING

A notice convening the 2011 Second Extraordinary General Meeting to be held at the Conference Room, 6 Maqun Road, Nanjing, Jiangsu, the PRC on Wednesday, 9 November 2011 at 9:00 a.m. is set out on page 4 to page 5 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not preclude you from attending and voting at the meeting should you so wish, in which case you will be deemed to have withdrawn the proxy you have appointed.

20 September 2011

CONTENTS

	Page
LETTER FROM THE CHAIRMAN. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
A. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
B. Major terms of the Proposed Non-public Directed Debt Instrument . . . . . . . . . . . . . . . . .	2
C. Reasons and benefits of the Non-public Directed Debt Instrument . . . . . . . . . . . . . . . . . .	2
D. Book close for H Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
E. 2011 Second Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
NOTICE OF 2011 SECOND EXTRAORDINARY GENERAL MEETING. . . . . . . . . . . . . . . . .	4

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LETTER FROM THE CHAIRMAN

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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 as a joint-stock limited company)

(Stock Code: 00177)

Directors: Yang Gen Lin Qian Yong Xiang Zhang Yang Chen Xiang Hui Du Wen Yi Cheng Chang Yung Tsung, Alice Fang Hung, Kenneth Fan Cong Lai Chen Dong Hua Xu Chang Xin Gao Bo

Registered Office: 6 Maqun Road Nanjing Jiangsu the PRC

• Independent Non-Executive Directors

20 September 2011

Dear Sir or Madam,

NON-PUBLIC DIRECTED DEBT INSTRUMENT AND 2011 SECOND EXTRAORDINARY GENERAL MEETING

A. Introduction

The Board of Directors of the Company announced on 20 September 2011 that it has resolved to a proposed issue of non-public directed debt instrument by the Company (the “Non-public Directed Debt Instrument”). The purpose of this circular is to provide further information on the Non-public Directed Debt Instrument and the 2011 Second Extraordinary General Meeting to be held for the purpose of approving the issue of the Non-public Directed Debt Instrument.

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LETTER FROM THE CHAIRMAN

B. Major terms of the Proposed Non-public Directed Debt Instrument

Amount raised:

not more than an aggregate of RMB2,000,000,000

Terms of maturity:

not more than 3 years from the date of issue

Interest rate:

prevailing market rate of debt instrument of similar maturity

Expenses of the issue:

approximately 0.5% of the issue price

Intended investors: designated domestic banks participating in the inter-bank debt market (銀行間債券市場) of the PRC

Conditions:

• (i) shareholders’ approval at general meeting;

• (ii) approval by the National Association of Financial Market Institutional Investors; 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 conditions and the approval of the National Association of Financial Market Institutional Investors

After obtaining the relevant approvals, the debt instrument will be traded on the PRC inter-bank debt market.

C. Reasons and benefits of the Non-public Directed Debt Instrument

The Non-public Directed Debt Instrument is a relatively new means of short-term fund raising. As at the date of this circular, there are more than 10 State-owned enterprises which have launched such debt instrument. Given the interest rate of Non-public Directed Debt Instrument is lower than that of short-term bank loans, the directors of the Company are of the view that the issue of the Non-public Directed Debt Instrument is the interests of the Company and its shareholders as a whole.

Given the ever changing market situation, it is suggested that Mr. Yang Gen Lin and Mr. Qian Yong Xiang, both being Directors of the Company, be authorized to determine the relevant matters in respect of the Non-public Directed Debt Instrument according to the market conditions and the need of the Company, including the final amount of issue, term of maturity, manner of issue, interest rate, etc., to deal with the relevant procedures and to implement the issue of the Non-public Directed Debt Instrument.

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LETTER FROM THE CHAIRMAN

D. Book close for H Shares

Registration of transfers of H shares will be suspended by the Company from 10 October 2011 to 9 November 2011 (both days inclusive). Holders of H shares who wish to be eligible to attend the 2011 Second 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 Shop 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East Wan Chai, Hong Kong, no later than 4:00p.m. on 7 October 2011.

E. 2011 Second Extraordinary General Meeting

The 2011 Second Extraordinary Meeting of the Company will be held at the Conference Room of the Company, at 6 Maqun Road, Nanjing, Jiangsu, the PRC on Wednesday, 9 November 2011 at 9:00 a.m. A notice of the meeting is set out in page 4 to page 5 of this circular. Ordinary resolution will be proposed for approving the issue of the Non-Public Directed Debt Instrument and authorizing Mr. Yang Gen Lin and Mr. Qian Yong Xiang, both being Directors of the Company, to deal with the matters related to the NonPublic Directed Debt Instrument.

The Board of Directors considers that the resolution to approve the Non-Public Directed Debt Instrument at the 2011 Second Extraordinary General Meeting is in the interests of the shareholders of the Company and recommends shareholders to approve such resolution.

The resolution will be passed 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 order of the Board of Directors Jiangsu Expressway Company Limited Yang Gen Lin Chairman

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NOTICE OF 2011 SECOND EXTRAORDINARY GENERAL MEETING

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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 as a joint-stock limited company)

(Stock Code: 00177)

NOTICE OF 2011 SECOND EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2011 Second Extraordinary General Meeting (the “EGM”) of Jiangsu Expressway Company Limited (the “Company”) convened by the Board of Directors of the Company will be held on Wednesday, 9 November 2011 at 9:00 a.m. at the Conference Room of the Company at 6 Maqun Road, Nanjing, Jiangsu, the People’s Republic of China at which the Board of Directors of the Company proposed the following resolution for the shareholders consideration and approval, which will be passed by way of poll at the meeting. The Directors, the Supervisors, the senior management, the auditors and lawyers, etc. of the Company will attend the EGM.

Ordinary Resolution

“ THAT the issue of not more than RMB2,000,000,000 non-public directed debt instrument for a maturity of not more than 3 years be and is hereby approved AND THAT Mr. Yang Gen Lin and Mr. Qian Yong Xiang, both being directors of the Company, be and are hereby authorized to deal with the matters related to the issue.”

For details of the above-mentioned resolution, please refer to the announcement of the Company dated 21 September 2011 in China Securities Journal, Shanghai Securities News, and the websites of the Shanghai Stock Exchange (www.sse.com.cn) and the Company (www.jsexpressway.com).

In addition, in compliance with the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, H Shareholders will be informed of the details of the procedure of attending and registration for the EGM and notice of the EGM by way of separate circular. For details, please refer to the websites of The Stock Exchange of Hong Kong Limited (http://www. hkex.com.hk) and the Company (www.jsexpressway.com).

By order of the Board of Directors Jiangsu Expressway Company Limited

Nanjing, the PRC, 20 September 2011

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NOTICE OF 2011 SECOND EXTRAORDINARY GENERAL MEETING

Notes:

• (1) Persons who hold the H Shares of the Company and whose names appear on the register of members as at 10 October 2011 shall be entitled to attend the EGM.

• (2) Registration of transfers of H shares will be suspended by the Company from 10 October 2011 to 9 November 2011 (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 Shop 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, no later than 4:00 p.m. on 7 October 2011. Holders of H shares who wish to attend the EGM shall complete and return to the Company prior to 20 October 2011 the confirmation slip attached to the notice of the Company dated 20 September 2011. Further details are set out in the confirmation slip and explanation thereto.

• (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/her behalf. A shareholder (or his/her 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/her 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 notarised. To be valid, such notarised authorisation 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 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: Secretariat Office of Board of Directors, 6 Maqun Road, Nanjing, the PRC. Postal Code: 210049 Tel: 8625-8436 2700 ext. 301835, 301836, 301837 Fax: 8625-84466643, 8625-84207788

• (7) The resolution will be passed by way of poll.

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