Water Oasis Group Limited — Proxy Solicitation & Information Statement 2005

Nov 11, 2005

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SHENZHEN EXPRESSWAY COMPANY LIMITED

(a joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 548)

Proxy Form for the Sixth Extraordinary General Meeting 2005

I/We (note 2): of holder(s) of			Number of Shares related to this proxy form (note 1) Domestic Shares/H Shares (Delete the inappropriate) being the registered /H Shares
	the Company’s shares: Domestic shares now appoint

of

(note 3) or failing him the Chairman of the Meeting as my/our proxy to attend and act for me/us and on my/our behalf at the Sixth Extraordinary General Meeting 2005 (“EGM”) to be held at the meeting room of the Company on 19th Floor, Tower A, United Plaza, No.5022 Binhe Road North, Shenzhen, the People’s Republic of China on 28 December 2005 (Wednesday), at 3:00 p.m. and at any adjournment thereof and to vote for me/us and in my/our name(s) on the resolutions in accordance with the instructions below. In the absence of any indication, the proxy may vote for or against the resolutions at his own discretion.

		Resolutions	Resolutions	Resolutions							For (note 4)	For (note 4)	Against (note 4)	Against (note 4)	Against (note 4)
1.		To elect members of the fourth session of the board of directors of the
		Company by way of voting one by one.
	a.	Eight directors (note 5)								Please insert the			number of votes.
	i.	to elect Mr. Yang Hai as a director of		the fourth		Mr. Yang	Hai					vote(s)		vote(s)
		session of the Company
	ii.	to elect Mr. Li Jing Qi as a director of the				Mr. Li Jing Qi						vote(s)		vote(s)
		fourth session of the Company
	iii.	to elect Mr. Wang Ji Zhong as a director of the				Mr. Wang	Ji Zhong					vote(s)		vote(s)
		fourth session of the Company
	iv.	to elect Mr. Liu Jun as a director of the fourth				Mr. Liu Jun						vote(s)		vote(s)
		session of the Company
	v.	to elect Mr. Lin Xiang Ke as a director of the				Mr. Lin Xiang		Ke				vote(s)		vote(s)
		fourth session of the Company
	vi.	to elect Mr. Wu Ya De as a director of the				Mr. Wu Ya De						vote(s)		vote(s)
		fourth session of the Company
	vii.	to elect Ms. Zhang Yang as a director		of the		Ms. Zhang Yang						vote(s)		vote(s)
		fourth session of the Company
	viii.	to elect Mr. Shi Da Qing as a director		of the		Mr. Shi Da Qing						vote(s)		vote(s)
		fourth session of the Company
	ix.	to elect Mr. Chiu Chi Cheong, Clifton		as a		Mr. Chiu Chi						vote(s)		vote(s)
		director of the fourth session of the Company				Cheong, Clifton
	b.	Four independent non-executive directors (note 5)								Please insert the			number of votes.
	i.	to elect Mr. Li Zhi Zheng as an independent				Mr. Li Zhi Zheng						vote(s)		vote(s)
		non-executive director of the fourth session of
		the Company
	ii.	to elect Mr. Zhang Zhi Xue as an independent				Mr. Zhang Zhi		Xue				vote(s)		vote(s)
		non-executive director of the fourth session of
		the Company
	iii.	to elect Mr. Poon Kai Leung, James as an				Mr. Poon	Kai Leung,					vote(s)		vote(s)
		independent non-executive director of		the fourth		James
		session of the Company
	iv.	to elect Mr. Wong Kam Ling as an independent				Mr. Wong	Kam		Ling			vote(s)		vote(s)
		non-executive director of the fourth session of
		the Company

		Resolutions		For (note 4)	For (note 4)	For (note 4)	Against (note 4)	Against (note 4)	Against (note 4)	Against (note 4)
2.		To elect two supervisors representing shareholders of the fourth		Please	insert the		number of votes.
		session of the supervisory committee of the Company by way	of voting
		one by one (note 5).
	a.	to elect Mr. Zhong Shan Qun as a supervisor Mr. Zhong Shan Qun			vote(s)				vote(s)
		representing shareholders of the fourth session
		of the Company
	b.	to elect Mr. Zhang Yi Ping as a supervisor Mr. Zhang Yi Ping			vote(s)				vote(s)
		representing shareholders of the fourth session
		of the Company
	c.	to elect Mr. Yang Qin Hua as a supervisor Mr. Yang Qin Hua			vote(s)				vote(s)
		representing shareholders of the fourth session
		of the Company
3.		To approve the proposed remuneration of the members of the	fourth
		session of the board of directors and the supervisory committee of the
		Company, to authorize the board of directors to approve the directors’
		service contracts and other relevant documents; and any one director
		of the Company be authorised to sign on behalf of the Company every
		relevant contract and other relevant documents and to deal with all
		other necessary relevant matters in connection therewith

Date:

2005 Signature(s) (note 7) :

Notes:

1. Please insert the number of shares registered in your name(s) relating to this proxy form and strike out not applicable items. If no number is inserted, this proxy form will be deemed to represent all the shares in the capital of the Company registered under your name(s).

2. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.

3. Please insert the name and address of your proxy. If they are left blank, the Chairman of the EGM will act as your proxy. One or more proxies, who may not be a shareholder of the Company, may be appointed to attend and vote in the EGM. Any changes made to this proxy form shall be initialed by the person who signs this form.

4. The cumulative voting system is adopted for Resolutions 1a, 1b and 2 and such votings are independent of each other. You are entitled to cast a total number of votes equal to the number of shares held by you multiplied by the number of directors, independent non-executive directors or supervisors to be elected (“Total Election Votes”) for the respective Resolutions. For example, eight candidates are to be elected as directors in Resolution 1a. Assuming you hold 10,000 shares, your Total Election Votes in respect of this resolution will then be 80,000 (10,000 x 8) votes.

5. You shall be entitled to cast all your Total Election Votes for any one, two or more nominated candidates. If you wish to vote FOR the appointment of a particular candidate as director, independent non-executive director or supervisor, please insert the number of votes to be cast in the appropriate space under “For”. If you wish to vote AGAINST the appointment of a particular candidate as director, independent non-executive director or supervisor, please insert the number of votes to be cast in the appropriate space under “Against”. In the absence of any indication, the proxy will vote or abstain at his/her discretion.

In any event, the total votes cast by you shall not exceed the Total Election Votes held by you and (for the purposes of Resolutions 1a and 2) the number of candidates on which you cast your votes shall not be more than the number of directors or supervisors to be elected in the relevant Resolution. Please note with particular attention that if the total number of votes cast by you on one or some of the candidates exceeds the Total Election Votes held by you for the relevant Resolution, or (for the purposes of Resolutions 1a and 2) the number of candidates on which you cast your votes is more than the number of directors or supervisors to be elected in the relevant Resolution, your votes for that Resolution shall be invalid and void. If the total number of votes cast by you on one or some of the candidates is less than the Total Election Votes held by you for the relevant Resolution, your votes shall be valid and the shortfall shall be deemed to be abstained from voting. Following the aforesaid example, if the total number of votes cast by you in Resolution 1a exceeds 80,000 votes, your votes shall be deemed to be invalid and void; or if the total number of votes cast by you in Resolution 1a is equal to or less than 80,000 votes but you cast vote on all the candidates, i.e. 9 persons, all your votes shall also be deemed to be invalid and void.

• InvoterespectAGAINSTof Resolutionit, please3,indicateif you withwish ato“�vote” inFORthe appropriateit, please indicatespace underwith “Against”.a “�” in theInappropriatethe absencespaceof anyundersuch “For”.indication,If youthewishproxyto will vote or abstain at his discretion.

• In the EGM, a total of eight directors will be elected out of nine candidates, four independent non-executive directors will be elected out of four candidates and a total of two supervisors representing shareholders will be elected out of three candidates. A candidate who receives favourable votes exceeding half of the number of shares carrying voting rights (assuming the cumulative voting system is not adopted) represented by the shareholders attending the EGM and the number of objection votes shall be elected. If the number of such candidates exceeds the number of the directors or supervisors to be elected at the EGM, candidates who have received the largest numbers of votes shall be elected.

If the number of directors, independent non-executive directors or supervisors elected in the first round of voting is less than the number of directors, independent non-executive directors or supervisors to be elected at the EGM respectively by reason of not enough candidates have received the required favourable votes mentioned above, one and only one more round of voting among those candidates shall be held.

In case of equal votes among the candidates who receive the least votes, which may cause the number of the directors or supervisors so elected to exceed the number of the directors or supervisors required to be elected, none of such candidates shall be elected. If the number of directors or supervisors so elected is less than the number of directors or supervisors required to be elected at the EGM respectively, (a) new round(s) of voting shall be held in respect of the remaining vacancies.

If (a) new round(s) of voting for directors, independent non-executive directors and/or supervisors is (are) required to be held at the EGM as abovementioned, the cumulative votes of the shareholders shall be re-calculated based on the number of directors, independent non-executive directors or supervisors to be elected in each round. Except in the first round of voting whereby the proxy shall vote in accordance with your instructions contained herein (if any), in any other round of voting, the proxy may cast your votes on your behalf at his own discretion. You are therefore advised to attend and vote in the EGM in person if you desire to participate personally in the possible further round(s) of voting of directors, independent non-executive directors or supervisors.

1. Shareholders who hold shares under the name of nominees company must cast votes in accordance with the procedures as specified in Notes 4 and 5.

2. The proxy form must be executed under the hand of you or attorney duly authorized in writing on that behalf. If the appointor is a corporation, this form must be executed under its common seal or under the hand of any director or agent duly appointed on that behalf.

3. This proxy form together with the power of attorney, or other authority, if any, under which it is signed, or a notarially certified copy of that power of authority or other authority, must be deposited at the registered office of the Company (for holders of domestic shares) or the registrar of H shares of the Company (for holders of H shares) Hong Kong Registrars Limited at 46th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 24 hours before the time appointed for the EGM.

4. Where there are joint holders of any share of the Company, any one of such holders may vote at the EGM, either personally or by proxy, in respect of such share as if he were solely entitled therein provided than. If more than one of such joint holders be present at the meeting personally or by proxy, the person whose name stands first on the register of shareholders in respect of such share shall alone be entitled to vote in respect thereof.

5. Completion and return of the form of proxy will not preclude a shareholder from attending and voting in person at the EGM if he so wishes. In the event that he attends the meeting, his form of proxy will be deemed to have been revoked.