Orient Overseas (International) Limited — Proxy Solicitation & Information Statement 2016

Apr 13, 2016

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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 2015 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 2015 Annual General Meeting of the Company to be held at the Conference Room, 6 Xianlin Avenue, Qixia District, Nanjing, the PRC at 3:00 p.m. on Thursday, 2 June 2016 (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	ORDINARY RESOLUTIONS
Resolutions without the adoption of cumulative voting		For(note 4)	Against(note 4)
1.	to approve the work report of the board of directors (the “Board”) of directors (the “Directors”) of the Company for the year ended 31 December 2015;
2.	to approve the report of the supervisory committee of the Company for the year ended 31 December 2015;
3.	to approve the audit report of the Company for the year ended 31 December 2015;
4.	to approve the final account report of the Company for 2015;
5.	to approve the financial budget report of the Company for 2016;
6.	to approve the final profit distribution plan of the Company in respect of the final dividend for the year ended 31 December 2015: the Company proposed to declare a final dividend of RMB0.4 per Share (tax inclusive);
7.	to approve the appointment of Deloitte Touche Tohmatsu Certified Public Accountants LLP as the Company’s auditors for the year 2016 at the remuneration of RMB2,400,000/year;

ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS
Resolutions without the adoption of cumulative voting			For(note 4)	Against(note 4)
8.		to approve the appointment of Deloitte Touche Tohmatsu Certified Public Accountants LLP as the Company’s internal control auditor for the year 2016 at an aggregate remuneration of RMB800,000/year;
9.		to approve the issuance of ultra-short-term financial bills within one year from the date of the approval at the AGM, of not more than RMB5 billion, and authorise Mr. Qian Yong Xiang, being a Director, to handle the matters in relation to the issuance thereof; and
Resolution with the adoption of cumulative voting			Number of votes(note 5)
10.		to approve the appointment of Mr. Lin Hui as an independent non-executive Director and the signing of an independent non-executive Director service contract between the Company and Mr. Lin Hui with a term commencing from the date of the AGM and expiring on the date of the annual general meeting to be convened for the year 2017 with an annual remuneration of RMB90,000 (after tax).
Dated:	, 2016 Signature(s)(note 6):

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 of the resolutions without the adoption of cumulative voting at the AGM (i.e. resolution no. 1-9), 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. Important: for each group of resolutions with the adoption of cumulative voting at the AGM (i.e. the election of the independent nonexecutive Director under resolution no. 10), the total number of votes to which you are entitled for each Share held by yourself shall be equal to the number of Directors to be elected under that particular group of resolution. Your voting shall be confined to the number of votes to which you are entitled in respect of each group of resolutions. You may cast your votes on one candidate or on different candidates in any combination. Failure to mark numbers in any relevant boxes will entitle your proxy to cast your vote at his/her discretion.

With one Director to be elected under resolution no. 10, you shall be entitled to a total of one vote for each Share held by yourself. You may cast your votes in favour of one candidate or several candidates at your discretion, subject to the situation where the number of votes to be cast shall be confined to one for one Share held by yourself.

1. 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.

2. 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.