Water Oasis Group Limited — Proxy Solicitation & Information Statement 2005

Apr 4, 2005

==> picture [250 x 84] intentionally omitted <==

SHENZHEN EXPRESSWAY COMPANY LIMITED

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

(Stock Code: 548)

NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING 2005

NOTICE IS HEREBY GIVEN that the Second Extraordinary General Meeting 2005 (the “EGM”) of Shenzhen Expressway Company Limited (the “Company”) will be held at the meeting room of the Company at 19/F, Tower A, United Plaza, No. 5022 Binhe Road North, Shenzhen, the People’s Republic of China on 23 May 2005 (Monday), at 3:00 p.m. for the following purposes:

To consider and if thought fit, pass the following resolutions with or without amendments as ordinary resolution:

“ THAT

• (a) 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”), a copy of which has been produced to this meeting marked “A” and initialed by the Chairman of this meeting for the purpose of identification, and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

• (b) 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”), a copy of which has been produced to this meeting marked “B” and initialed by the Chairman of this meeting for the purpose of identification, and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

— 1 —

• (c) 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”), a copy of which has been produced to this meeting marked “C” and initialed by the Chairman of this meeting for the purpose of identification, and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

• (d) 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”), a copy of which has been produced to this meeting marked “D” and initialed by the Chairman of this meeting for the purpose of identification, and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

• (e) the directors of the Company be and are hereby authorized 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.”

By Order of the Board Wu Qian Joint Company Secretary

Shenzhen, the PRC, 6 April 2005

As at the date of this announcement, the Directors of the Company are: Mr. Chen Chao (Chairman); Mr. Wu Ya De (Director and General Manager); Mr. Zhang Rong Xing (Director); Mr. Zhong Shan Qun (Director); Ms. Tao Hong (Director); Mr. Lin Xiang Ke (Director); Ms. Zhang Yang (Director); Mr. Chiu Chi Cheong, Clifton (Director), Mr. Ho Pak Cho, Denis Morgie (Independent non-executive Director); Mr. Li Zhi Zheng (Independent non-executive Director); Mr. Zhang Zhi Xue (Independent non-executive Director) and Mr. Poon Kai Leung, James (Independent non-executive Director).

Notes:

1. Eligibility for attending the EGM

Shareholders of the Company whose names appear on the registers of shareholders of the Company at the close of business on 22 April 2005 shall have the right to attend the EGM after complying the necessary registration procedures.

— 2 —

2. Registration procedures for attending the EGM

• i. Shareholders intending to attend the EGM should deliver to the Company, on or before 4 May 2005, either in person, by post or by fax, the reply slip (together with any required registration documents) for attending the EGM.

• ii. Register of H Share holders of the Company will be closed from 25 April 2005 to 23 May 2005 (both days inclusive), during which period no transfer of H Shares will be registered. Holders of H Shares of the Company who intend to attend the EGM must deliver their instruments of transfer together with the relevant share certificates to Hong Kong Registrars Limited (“HKRL”), the registrar of H Shares of the Company, at or before 4:00 p.m. on 22 April 2005.

3. Proxy

• i. Shareholders entitled to attend and vote at the EGM are entitled to appoint, in written form, one or more proxies (whether a shareholder or not) to attend and vote on his behalf.

• ii. A proxy should be appointed by written instrument signed by the appointor or his attorney. If the written instrument is signed by the attorney of the appointor, the written authorization or other authorization documents of such attorney should be notarized. In order to be valid, for shareholders of domestic shares, the written authorization or authorization documents which have been notarized together with the completed proxy form must be delivered to the Company 24 hours before the time of the holding of the EGM. In order to be valid, for shareholders of H Shares, the above documents must be delivered to HKRL within the same period.

• iii. If a shareholder appoints one or more proxies, the proxies shall not have the right to vote individually on a show of hands.

• iv. Shareholder or his proxy should produce identity proof when attending the EGM.

4. Poll

Article 70 of the Articles of the Company is extracted as follows:

“Unless a poll is demanded by the following person before or after any vote by show of hands, a general meeting shall be voted by show of hands:

• (1) The chairman of the meeting;

• (2) At least two shareholders entitled to vote present in person or by proxy;

• (3) One or more shareholders present in person or by proxy representing in aggregate 10% or more of all shares carrying the right to vote at the meeting.”

Pursuant to The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, any vote of shareholders taken at the EGM to approve the resolutions proposed must be taken on a poll.

5. Other business

• i. The duration of the EGM is expected not to exceed one day. Shareholders who attend the EGM shall arrange for food and accommodation at their own cost.

— 3 —

ii. Address of Hong Kong Registrars Limited (for share transfer): Shops 1712-16 17th Floor Hopewell Centre 183 Queen’s Road East Wanchai Hong Kong

iii. Address of the Company: 19/F, Tower A, United Plaza No. 5022 Binhe Road North Shenzhen, 518033, PRC Telephone: (86) 755-82945880 Facsimile: (86) 755-82910496/82910696

Please also refer to the published version of this announcement in The Standard.

— 4 —