Orient Overseas (International) Limited — Proxy Solicitation & Information Statement 2014

Apr 14, 2014

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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 2013 Annual General Meeting and any adjournment thereof

I/We [(note 1)]

of

being the registered holder(s) of

[(note 2)] H shares

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 2013 Annual General Meeting of the Company to be held at the Conference Room, 6 Xianlin Avenue, Qixia District, Nanjing, the PRC at 9:00 a.m. on Friday, 6 June 2014 (and at any adjournment thereof) (the “ AGM ”) 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 AGM. I/We wish my/our proxy to vote as indicated below in respect of the resolutions to be proposed at the AGM as hereunder indicated, or if no such indication is given, as my/our proxy thinks fit.

	ORDINARY RESOLUTIONS	FOR(note 4)	AGAINST(note 4)
1.	to approve the report of the Board of Directors of the Company for theyear ended 31 December 2013;
2.	to approve the report of the Supervisory Committee of the Company forthe year ended 31 December 2013;
3.	to approve the annual budget report for the year 2013;
4.	to approve the auditors’ report of the Company for the year ended 31December 2013;
5.	to approve the profit distribution scheme of the Company in respect ofthe final dividend for the year ended 31 December 2013: the Companyproposed to declare a cash dividend of RMB0.38 per share (tax inclusive);
6.	to approve the appointment of Deloitte Touche Tohmatsu Certified PublicAccountants LLP as the Company’s auditors for the year 2014 at aremuneration of RMB2,100,000/year;
7.	to approve the appointment of Deloitte Touche Tohmatsu Certified PublicAccountants LLP as the Company’s auditors of internal control for the year2014 at an aggregate remuneration of RMB680,000/year;
8.	THAT the issue of not more than RMB2,000,000,000 short-termcommercial papers and that Mr. Yang Gen Lin and Mr. Qian Yong Xiang,being directors of the Company, be authorised to deal with the mattersrelevant to the issue and the issue be taken place within one year from thedate of this annual general meeting be approved;

	ORDINARY RESOLUTIONS	FOR(note 4)	AGAINST(note 4)
9.	to approve the adjustment of independent Directors’ remuneration of theCompany from RMB60,000/year (after taxation) to RMB90,000/year (aftertaxation).
Dated:	, 2014Signature(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/her own choice. Where the proxy appointed is not the Chairman of the AGM, 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 AGM 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 Xianlin 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 AGM.