Water Oasis Group Limited — Proxy Solicitation & Information Statement 2005

Apr 6, 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 Second Extraordinary General Meeting 2005

Number of Shares related to Domestic Shares/ this proxy form [(Note][1)] H Shares*

* Delete the inappropriate

I/We [(note][2)] :

of

being the registered holder(s) of the Company’s ordinary shares:

Domestic Shares /H Shares

now appoint (note 3) of

failing him the Chairman of the Meeting as my/our proxy to attend and vote for me/us on the resolutions in accordance with the instruction below and on my/our behalf at the Second Extraordinary General Meeting 2005 to be convened and 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 Monday, 23 May, 2005 at 3:00 p.m. In the absence of any indication, the proxy may vote for or against the resolutions at his own discretion (note 4).

• Ordinary Resolutions For [(note][4)] Against [(note][4)]

• (a) To approve, confirm and ratify the agreement dated 3 February 2005 between the Company and its wholly owned subsidiary Mei Wah Industrial (Hong Kong) Limited as purchasers and Mr. Chung Chi Fai ( ), Spring Sun International Limited, Guangdong Yingjun Investment Holding Co., Ltd. ( ), Maxprofit Gain Limited and Zhuhai New Chang Jiang Construction Investment Co., Ltd. ( ) with an aim to acquire a total of 56.28% equity interest in Guangdong Qinglian Highway Development Company Limited ( ) (the “Framework Agreement”) and the transactions contemplated;

• (b) To approve, confirm and ratify the agreement dated 3 February 2005 between the Company as purchaser and Mr. Chung Chi Fai ( ), Spring Sun International Limited, Guangdong Yingjun Investment Holding Co., Ltd. ( ), Maxprofit Gain Limited and Zhuhai New Chang Jiang Construction Investment Co., Ltd. ( ) relating to the acquisition of 17.1% equity interest and all the debt interests in Guangdong Qinglian Highway Development Company Limited ( ) (the “Spring Sun Acquisition Agreement”) and the transactions contemplated;

• (c) To approve, confirm and ratify the agreement dated 3 February 2005 between Mei Wah Industrial (Hong Kong) Limited as purchaser and Mr. Chung Chi Fai ( ), Guangdong Yingjun Investment Holding Co., Ltd. ( ) and Zhuhai New Chang Jiang Construction Investment Co., Ltd. ( ) relating to the acquisition of 25% equity interest in Guangdong Qinglian Highway Development Company Limited ( ) (the “Mei Wah Acquisition Agreement”) and the transactions contemplated;

• (d) To approve, confirm and ratify the agreement dated 3 February 2005 between the Company as purchaser and Mr. Chung Chi Fai ( ), Spring Sun International Limited, Guangdong Yingjun Investment Holding Co., Ltd. ( ), Maxprofit Gain Limited and Zhuhai New Chang Jiang Construction Investment Co., Ltd. ( ) relating to the acquisition of 14.18% equity interest and the debt interest in Guangdong Qinglian Highway Development Company Limited ( ) (the “Great Eagle Acquisition Agreement”) and the transactions contemplated; and

• (e) To authorise the directors of the Company to do all such things and acts and execute such documents which they consider necessary or expedient for the implementation of and give effect to the Framework Agreement, the Spring Sun Acquisition Agreement, the Mei Wah Acquisition Agreement and/or the Great Eagle Acquisition Agreement.

Date:

2005 Signature(s) (note 5) :

Notes:

1. Please insert the number of shares registered in your name(s) relating to this form. If no number is inserted, this form of proxy will be deemed to relate on all the shares in the capital of the Company registered in 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 Extraordinary General Meeting 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 Extraordinary General Meeting. Any changes made to this proxy form shall be initialled by the person who signs this form.

4. ATTENTION:Resolution, pleaseIf youindicatewish withto votea “�FOR” in thethe appropriateResolution, spacepleaseunderindicate“Against”.with a In“�the” inabsencethe appropriateof any indication,space underthe proxy“For”.willIf youvotewishor abstainto voteat AGAINSThis discretion.the

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

6. 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 or authority or other authority, must be returned to the registrar of H shares of the Company, Hong Kong Registrars Limited, at 46th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong or to the Company at 19/F, Tower A, United Plaza, No. 5022 Binhe Road North, Shenzhen, the People’s Republic of China not less than 24 hours before the time appointed for the Extraordinary General Meeting.

7. Where there are joint holders of any share of the Company, any one of such holders may vote at the Extraordinary General Meeting, 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.

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