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

Jan 7, 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 First 2016 Extraordinary 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 2016 First Extraordinary 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, 25 February 2016 (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.

ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS
Resolutions with the adoption of cumulative voting		For(note 4)	Against(note 4)
1.00	Resolutions in relation to the election of Directors
1.01	To elect Mr. Chang Qing as a non-executive Director of the Company and the signing of a letter of appointment between the Company and Mr. Chang with a term commencing from the date of the First 2016 Extraordinary General Meeting and expiring on the date of the annual general meeting to be convened for the year 2017.
1.02	To elect Ms. Shang Hong as an executive Director of the Company and the signing of a service contract between the Company and Ms. Shang with a term commencing from the date of the First 2016 Extraordinary General Meeting and expiring on the date of the annual general meeting to be convened for the year 2017.

ORDINARY RESOLUTIONS

ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS
Resolutions with the adoption of cumulative voting		For(note 4)	Against(note 4)
2.00	Resolutions in relation to the election of Supervisors
2.01	To elect Mr. Chen Xianghui as a Supervisor of the Company and the signing of a letter of appointment between the Company and Mr. Chen with a term commencing from the date of the First 2016 Extrordinary General Meeting and expiring on the date of the annual general meeting to be convened for the year 2017.
2.02	To elect Mr. Pan Ye as a Supervisor of the Company and the signing of a letter of appointment between the Company and Mr. Pan with a term commencing from the date of the First 2016 Extraordinary General Meeting and expiring on the date of the annual general meeting to be convened for the year 2017.
2.03	To elect Ms. Ren Zhou Hua as a Supervisor of the Company and the signing of a letter of appointment between the Company and Ms. Ren with a term commencing from the date of the First 2016 Extraordinary General Meeting and expiring on the date of the annual general meeting to be convened for the year 2017.

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 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: for each group of resolutions with the adoption of cumulative voting at the EGM (i.e. the election of Directors under resolution no. 1, and the election of Supervisors under resolution no. 2), the total number of votes to which you are entitled for each Share held by yourself shall be equal to the number of Directors or Supervisors 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.

5. (a) With TWO Directors to be elected under resolution no. 1, you shall be entitled to a total of TWO votes 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 TWO for one Share held by yourself.

6. (b) With THREE Supervisors to be elected under resolution no. 2, you shall be entitled to a total of THREE votes 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 THREE for one Share held by yourself.

7. 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.

8. 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 EGM.