Water Oasis Group Limited — Proxy Solicitation & Information Statement 2006

Sep 19, 2006

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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 2006 for Holders of H Shares

Number of shares H Shares related to this proxy form [(note][1)]

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

of

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

now appoint [(note][3)]

of

or 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 instructions below and on my/our behalf at the Second Extraordinary General Meeting 2006 for holders of H Shares (“H Shareholders’ EGM”) 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 3 November, 2006 (Friday), at 11:00 a.m. and at any adjournment thereof. In absence of any indication, the proxy may vote for or against the resolutions at his/her own discretion [(note][4)] .

			RESOLUTIONS				FOR (note 4)	FOR (note 4)	AGAINST (note 4)	AGAINST (note 4)	AGAINST (note 4)
			Special Resolutions:
1.	To consider and approve item by item the “Resolutions relating to the proposal for the
	issuance of Bonds with Warrants”:
	(1)Issuance size
	(2)Issuance price
	(3)Issuance target
	(4)Method of issuance
	(5)Interest rate of the bonds
	(6)Term of the bonds
	(7)Term and method of repayment		for principal and payment of interests
	(8)Terms of redemption
	(9)Guarantee
	(10) Term of the warrants
	(11) Conversion period of the warrants
	(12) Conversion price of the warrants and its method of adjustments
	(13) Proportion of exercise	rights of	the warrants and its method of adjustments
	(14) Use of proceeds from	the proposed issuance
	(15) Validity of the resolutions
	(16) Authorisations to the Board to complete the specific matters of the proposed issuance
Date:			2006		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 to 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 H Shareholders’ 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 H Shareholders’ EGM in person. Any changes made to this proxy form shall be initialed by the person who signs this form.

4. ATTENTION:please indicateIfwithyouawish“�”into thevoteappropriateFOR a resolution,space underplease“Against”.indicate withIn thea “absence�”in theofappropriateany such indication,space underthe“For”.proxyIf willyou votewish orto abstainvote AGAINSTat his/hera resolution,discretion.

5. The proxy form must be under the hand of you or attorney duly authorised in writing on that behalf. If the appointor is a corporation, this form must be under its common seal or under the hand of any director or agent duly appointed on that 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 of authority or other authority, must be deposited at 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 not less than 24 hours before the time appointed for the H Shareholders’ EGM.

7. Where there are joint holders of any share of the Company, any one of such holders may vote at the H Shareholders’ EGM, either personally or by proxy, in respect of such share as if he/she were solely entitled thereto. 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 H Shareholders’ EGM if he/she so wishes. In the event that he/she attends the meeting in person, his/her form of proxy will be deemed to have been revoked.