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

Jan 27, 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, 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 as a joint-stock limited company)

(Stock Code: 00177)

APPOINTMENT OF SUPERVISOR AND NOTICE OF 2011 FIRST EXTRAORDINARY GENERAL MEETING

A notice convening the 2011 First Extraordinary General Meeting to be held at 9:00 a.m. on Friday, 18 March 2011 at the Conference Room, 6 Maque Road, Nanjing, Jiangsu, the PRC 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not preclude you from attending and voting at the meeting should you so wish, in which case you will be deemed to have withdrawn the proxy you have appointed.

28 January 2011

LETTER FROM THE BOARD

28 January 2011

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

Registered Office: 6 Maque Road Nanjing Jiangsu the PRC

• independent non executive director

Dear Sir or Madam,

APPOINTMENT OF SUPERVISOR AND NOTICE OF 2011 FIRST EXTRAORDINARY GENERAL MEETING

A. Introduction

The Supervisory Committee of the Company announced on 27 January 2011 that Mr. Chang Qing is proposed to be appointed as the Supervisor of the Company.

The purpose of this circular is to provide information of the proposed new Supervisor of the Company, and the notice of the 2011 First Extraordinary General Meeting of the Company.

B. Appointment of Supervisor

The Supervisory Committee of the Company announced on 27 January 2011 that Mr. Chang Qing is proposed to be appointed as the Supervisor of the Company.

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LETTER FROM THE BOARD

Personal particulars of Mr. Chang Qing are as follows:

Mr. Chang Qing, aged 48, with university education. He has served as Deputy Director of the Communications Bureau of Changzhou City, Jiangsu Province, Deputy Secretary of the Communist Party Committee cum Deputy Director of the Harbor Administration Bureau of Changzhou City, Deputy Director of the Construction Bureau of Changzhou City, Director of the Communications Bureau of Changzhou City and Deputy Secretary of the Communist Party Committee cum Director of the Harbor Administration Bureau of Changzhou City. He was General Secretary of the Communist Party Committee of Changzhou City, Jiangsu Province. He is now serving as Deputy General Manager of Jiangsu Communications Holdings Company Limited and Deputy Secretary of the Company’s Communist Party Committee. Mr. Chang has long been engaged in management work and has extensive experience in economic and communications management.

As at the date of this circular, Mr. Chang Qing is the Deputy General Manager of Jiangsu Communications Holdings Company Limited; Chairman of Jiangsu Sutong Bridge Company Limited; Chairman of Jiangsu Runyang Bridge Development Company Limited; Chairman of Jiangsu Nanjing-Hangzhou Expressway Company Limited; Chairman of Jiangsu NSX Network Expressway Company Limited; Chairman of Jiangsu Taizhou Bridge Company Limited; Chairman of Jiangsu Suma Expressway Company Limited; and Director of Jiangsu Financial Leasing Company Limited.

After the approval for the appointment of Mr. Chang Qing as the Supervisor of the Company at the 2011 First Extraordinary General Meeting, the Company will sign an appointment letter of Supervisor with Mr. Chang, with a tenure commencing from the date of the 2011 First Extraordinary General Meeting and expiring on the date of the 2011 Annual General Meeting. Mr. Chang will not receive remuneration from the Company for his office as Supervisor.

Save as disclosed above, Mr. Chang Qing has confirmed that he: (i) was not related to any director, senior management, substantial shareholder or controlling shareholder of the Company or other members of the Group; (ii) did not have any interest in shares of the Company as defined in Part XV of the Securities and Futures Ordinance in Chapter 571 of the Laws of Hong Kong; and (iii) did not hold any other directorship in any listed company or other major appointments and qualifications 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 to be disclosed pursuant to any of the requirement of Rule 13.51(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

C. Bookclose

Registration of transfers of H shares will be suspended by the Company from 15 February 2011, to 18 March 2011 (both days inclusive). Holders of H shares who wish to be eligible to attend the 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, no later than 4:00 p.m. on 14 February 2011.

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LETTER FROM THE BOARD

D. 2011 First Extraordinary General Meeting

The 2011 First Extraordinary General Meeting of the Company will be held at the Conference Room, 6 Maque Road, Nanjing, Jiangsu, the PRC on Friday, 18 March 2011 at 9:00 a.m. A notice of the general meeting is set out in page 4 to page 5 of this circular. Ordinary resolution will be proposed for approving the appointment of the new Supervisor.

The Board of Directors considers that the terms of resolution to be proposed at the 2011 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 confirmation slip in accordance with the instructions printed thereon and return the same to the Company by no later than 25 February 2011 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 Journal, Shanghai Securities News, the Shanghai Stock Exchange’s website (www.sse.com.cn) 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 Yang Gen Lin Chairman

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NOTICE OF 2011 FIRST 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 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2011 First Extraordinary General Meeting (the “EGM”) of Jiangsu Expressway Company Limited (the “Company”) convened by the board of directors (the “Board”) of the Company will be held on Friday, 18 March 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 for the purpose of considering and approving the following resolution proposed by the Supervisory Committee of the Company, which will be passed by way of poll at the meeting. The Directors, the Supervisors, the senior management, the auditors and lawyers of the Company will attend the EGM.

The following resolution shall be considered and approved by way of ordinary resolution:

“THAT the appointment of Mr. Chang Qing as Supervisor of the Company be and is hereby approved AND THAT an appointment letter of Supervisor be entered into with Mr. Chang with a tenure commencing from the date of the 2011 First Extraordinary General Meeting and ending on the date of the 2011 Annual General Meeting.”

For details of the above-mentioned resolution, a circular and a notice will be despatched in Hong Kong by the Company in compliance with the requirements of the Rules Governing the Listing of Securities of The Stock Exchange of Hong Kong Limited. For details, please refer to the website of The Stock Exchange of Hong Kong Limited (www.hkex.com.hk).

For notice of the EGM for A shareholders of the Company, please refer to the announcement of the Company dated 28 January 2011 published in China Securities Journal, Shanghai Securities News, the Shanghai Stock Exchange’s website (www.sse.com.cn) and the Company’s website (www.jsexpressway.com).

By order of the Board Yao Yongjia Secretary to the Board

Nanjing, the PRC, 28 January 2011

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NOTICE OF 2011 FIRST 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 15 February 2011 shall be entitled to attend the EGM after completing and returning to the Company prior to 25 February 2011 the confirmation slip attached to the notice of the Company dated 28 January 2011. 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 15 February 2011 to 18 March 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, no later than 4:00 p.m. on 14 February 2011.

• (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 Secretariat 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: Secretariat Office of the Board, 6 Maqun Road, Nanjing, the PRC Postal Code: 210049 Tel: 8625-8436 2700 ext. 301835, 301836 Fax: 8625-84466643, 8625-84207788

• (7) All resolutions will be passed by way of poll.

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