Orient Overseas (International) Limited — Proxy Solicitation & Information Statement 2012

Jul 23, 2012

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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)

Proxy form for holders of H Shares for use at the 2012 First Extraordinary General Meeting and any adjournment thereof

I/We [(note 1)] of being the registered holder(s) of [[(note 2)]] H shares of JIANGSU EXPRESSWAY COMPANY LIMITED (the “Company”), HEREBY APPOINT [(note 3)] the Chairman of the meeting or failing him of

being the registered holder(s) of [[(note 2)]] H shares of

as my/our proxy to attend and act for me/us at the 2012 First Extraordinary General Meeting of the Company to be held at the Conference Room, 6 Maqun Road, Qixia District, Nanjing, the PRC at 9:00 a.m. on Monday, 10 September 2012 (and at any adjournment 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.

	ng the registered holder(s) of H shares ofNGSU EXPRESSWAY COMPANY LIMITED (the “Company”), HEREBY APPOINT_(note 3)_the Chairman of the meeting oring himofmy/our proxy to attend and act for me/us at the 2012 First Extraordinary General Meeting of the Company to be held atConference Room, 6 Maqun Road, Qixia District, Nanjing, the PRC at 9:00 a.m. on Monday, 10 September 2012 (and atadjournment thereof) (the “EGM”) and to exercise all rights conferred on proxies under law, regulation and the ArticlesAssociation of the Company in respect of any other business to be considered in the EGM. I/We wish my/our proxy to votendicated below in respect of the resolutions to be proposed at the EGM as hereunder indicated, or if no such indication isen, as my/our proxy thinks fit.SPECIAL RESOLUTIONFOR (note 4)AGAINST (note 4)To consider and approve the Company make following amendments torelevant clauses under Chapter XVIII of the Articles of Association of theCompany:(1)Th Artil 182 hll b mndd fll	ng the registered holder(s) of H shares ofNGSU EXPRESSWAY COMPANY LIMITED (the “Company”), HEREBY APPOINT_(note 3)_the Chairman of the meeting oring himofmy/our proxy to attend and act for me/us at the 2012 First Extraordinary General Meeting of the Company to be held atConference Room, 6 Maqun Road, Qixia District, Nanjing, the PRC at 9:00 a.m. on Monday, 10 September 2012 (and atadjournment thereof) (the “EGM”) and to exercise all rights conferred on proxies under law, regulation and the ArticlesAssociation of the Company in respect of any other business to be considered in the EGM. I/We wish my/our proxy to votendicated below in respect of the resolutions to be proposed at the EGM as hereunder indicated, or if no such indication isen, as my/our proxy thinks fit.SPECIAL RESOLUTIONFOR (note 4)AGAINST (note 4)To consider and approve the Company make following amendments torelevant clauses under Chapter XVIII of the Articles of Association of theCompany:(1)Th Artil 182 hll b mndd fll	ng the registered holder(s) of H shares ofNGSU EXPRESSWAY COMPANY LIMITED (the “Company”), HEREBY APPOINT_(note 3)_the Chairman of the meeting oring himofmy/our proxy to attend and act for me/us at the 2012 First Extraordinary General Meeting of the Company to be held atConference Room, 6 Maqun Road, Qixia District, Nanjing, the PRC at 9:00 a.m. on Monday, 10 September 2012 (and atadjournment thereof) (the “EGM”) and to exercise all rights conferred on proxies under law, regulation and the ArticlesAssociation of the Company in respect of any other business to be considered in the EGM. I/We wish my/our proxy to votendicated below in respect of the resolutions to be proposed at the EGM as hereunder indicated, or if no such indication isen, as my/our proxy thinks fit.SPECIAL RESOLUTIONFOR (note 4)AGAINST (note 4)To consider and approve the Company make following amendments torelevant clauses under Chapter XVIII of the Articles of Association of theCompany:(1)Th Artil 182 hll b mndd fll	ng the registered holder(s) of H shares ofNGSU EXPRESSWAY COMPANY LIMITED (the “Company”), HEREBY APPOINT_(note 3)_the Chairman of the meeting oring himofmy/our proxy to attend and act for me/us at the 2012 First Extraordinary General Meeting of the Company to be held atConference Room, 6 Maqun Road, Qixia District, Nanjing, the PRC at 9:00 a.m. on Monday, 10 September 2012 (and atadjournment thereof) (the “EGM”) and to exercise all rights conferred on proxies under law, regulation and the ArticlesAssociation of the Company in respect of any other business to be considered in the EGM. I/We wish my/our proxy to votendicated below in respect of the resolutions to be proposed at the EGM as hereunder indicated, or if no such indication isen, as my/our proxy thinks fit.SPECIAL RESOLUTIONFOR (note 4)AGAINST (note 4)To consider and approve the Company make following amendments torelevant clauses under Chapter XVIII of the Articles of Association of theCompany:(1)Th Artil 182 hll b mndd fll
		SPECIAL RESOLUTION	FOR (note 4)	AGAINST (note 4)
1.		To consider and approve the Company make following amendments torelevant clauses under Chapter XVIII of the Articles of Association of theCompany:(1)Th Artil 182 hll b mndd fll
		e ce . sa e aee as oows:“When the following conditions are satisfied, the Company maydistribute the profits of the current year, either in cash or in otherforms:(i)the Company records profits for the current year;(ii)deferred losses have been made up and carried forward;(iii)allocation to the statutory reserve fund has been made in fullaccording to the Articles of Association.

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		SPECIAL RESOLUTION	SPECIAL RESOLUTION	SPECIAL RESOLUTION	SPECIAL RESOLUTION	SPECIAL RESOLUTION	SPECIAL RESOLUTION	FOR (note 4)	FOR (note 4)	AGAINST (note 4)	AGAINST (note 4)	AGAINST (note 4)
			The Companyup for losses aand the statuto	shall not distribund made allocatiory public welfare	te dividendsns to the stafund. The	before it hastutory reserveCompany shal	madefundl not
		pay any interest to shareholders in respect of dividends, exceptthose dividends which are due and payable but not yet paid by the
		(	Company.”2)The Article 18.7“Subject to the18.6, annual di	shall be amendedrestrictions impvidends shall be	as follows:osed by Articdistributed in	les 18.3, 18.proportion t	4 ando the
			shareholding ofeach financial yproposed and foof Association,and need of funof cash dividenconditions and	each shareholder,ear. The Companyrmulated by theprofits achievedds. When consideds, the Board shaminimum propo	within 6 mon’s profit distriBoard by referby the Compring specificll study andrtion, conditi	ths after the ebution plan shence to the Aany and the splan for distribidentify the tions for adjus	nd ofall berticlesupplyutionming,tment
			and requiremenimplementing thdirectors shallthe profit distriby the Board, tgeneral meetingimlemented aft	ts for decision-e distribution ofexplicitly expressbution plan. Aftehe profit distributfor shareholders’erwards	making procecash dividendtheir indeper being considion plan shallconsideration	dures involves, etc. Independent opinioered and appbe proposedand approval a	d forndentns onrovedat thend be
			pWhen conveningplan, the Compencourage sharattend and voteis considered at	.a general meetinany shall provideholders, especiat the meeting.the general mee	g to considere sufficientally minorityWhen the proting, the Com	a profit distribaccess channeshareholderfit distributionpany shall tak	utionls tos, toplane the
			initiative to coespecially minoand appeal and tAfter the profitmeeting, thedistribution with	mmunicate and exrity shareholders,imely respondingdistribution planBoard shall comin 2 months after	change viewsgiving due cto their queriehas been resoplete the dithe date of the	with sharehoare to their ins.lved at the gvidend (or sgeneral meeti	lders,teresteneralhare)ng.

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	SPECIAL RESOLUTION	FOR (note 4)	AGAINST (note 4)
	When the Company has to, as required by its production andoperation, investment plan and long-term development, adjustor change its profit distribution policy set out in the Articlesof Association, and formulate or adjust its shareholders’ returnplan, for the purpose of protecting shareholders’ interests, suchadjustment or change shall be made after detailed considerationand discussions by the Board, for which the independent directorsshall explicitly express their opinions. Relevant proposals shallbe submitted to the general meeting and passed by more than twothirds of voting rights represented by the shareholders present at themeeting.The supervisory committee of the Company shall supervise theimplementation of the Company’s profit distribution policy andshareholders’ return plan by the Board, the adjustment to or changeof Company’s profit distribution plan by the Board, as well as thedecision-making procedures of the Board and general meetings forprofit distribution and its implementation.”

Dated:

, 2012

Signature(s) [(note 5)] :

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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/her 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/her 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’s Secretariat Office of Board of Directors, at 6 Maqun Road, Qixia District, Nanjing, People’s Republic of China, Postal Code: 210049, not less than 24 hours before the time appointed for the holding of the EGM.

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