Water Oasis Group Limited — Proxy Solicitation & Information Statement 2006

Sep 19, 2006

IMPORTANT

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Shenzhen Expressway Company Limited, you should at once hand this circular and the accompanying forms of proxy to the purchaser or the transferee or the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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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)

PROPOSED ISSUANCE OF BONDS WITH WARRANTS IN PRC

Notices convening the EGM, the Domestic Shareholders’ EGM and the H Shareholders’ EGM to be held at the meeting room of Shenzhen Expressway Company Limited (“the Company”) at 19/F, Tower A, United Plaza, No.5022 Binhe Road North, Shenzhen, the People’s Republic of China on 3 November 2006 (Friday) at 10:00 a.m., 10:30 a.m. and 11:00 a.m. respectively are published on 18 September 2006 and set out on pages 12 to 19 of this circular. Forms of proxy are also enclosed. Whether or not you intend to attend the said meetings, you are requested to complete the proxy forms in accordance with the instructions printed thereon and return the same 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 as soon as possible and in any event not less than 24 hours before the holding of the relevant meetings. Completion and return of the proxy forms will not preclude you from subsequently attending and voting at the EGM and the H Shareholders’ EGM or any adjourned meeting(s) should you so wish.

18 September 2006

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
NOTICE OF DOMESTIC SHAREHOLDERS’ EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
NOTICE OF H SHAREHOLDERS’ EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
NOTES TO NOTICES OF EGMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18

— i —

DEFINITIONS

In this circular, the following expressions have the following meanings unless the context requires otherwise:

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----- Start of picture text -----

|||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
|“A|Share(s)”|Renminbi-denominated|ordinary|shares|of|the|Company|with|
|a|nominal|value|of|RMB1.00|each,|which|were|issued|in|the|
|PRC|and|subscribed|in|Renminbi|and|are|listed|on|SSE;|
|“Articles|of|Association”|the|articles|of|association|of|the|Company;|
|“Board”|the|board|of|Directors;|
|“Bonds|with|Warrants”|the|bonds|with|warrants|(|)|
|proposed|to|be|issued|by|the|Company,|particulars|of|which|
|are|set|out|in|this|circular|and|will|be|proposed|for|approval|
|at|the|EGM,|the|Domestic|Shareholders’|EGM|and|the|H|
|Shareholders’|EGM;|
|“Company”|Shenzhen|Expressway|Company|Limited,|a|joint|stock|limited|
|company|incorporated|in|the|PRC|with|limited|liability;|
|“CSRC”|China|Securities|Regulatory|Commission;|
|“Director(s)”|the|director(s)|of|the|Company;|
|“Domestic|Shareholders”|registered|holders|of|Domestic|Shares;|
|“Domestic|Share(s)”|domestic|share(s)|of|nominal|value|of|RMB1.00|each|in|the|
|capital|of|the|Company;|
|“Domestic|Shareholders’|EGM”|the|second|extraordinary|general|meeting|2006|for|the|holders|
|of|Domestic|Shares|of|the|Company|to|be|held|at|the|meeting|
|room|of|the|Company|at|19/F,|Tower|A,|United|Plaza,|
|No.5022|Binhe|Road|North,|Shenzhen,|the|PRC|on|3|
|November|2006|at|10:30|a.m.|to|approve|the|proposed|
|resolutions|in|relation|to|the|Bonds|with|Warrants;|
|“EGM”|the|second|extraordinary|general|meeting|2006|of|the|
|Company|to|be|held|at|the|meeting|room|of|the|Company|at|
|19/F,|Tower|A,|United|Plaza,|No.5022|Binhe|Road|North,|
|Shenzhen,|the|PRC|on|3|November|2006|at|10:00|a.m.|to|
|approve|the|proposed|resolutions|in|relation|to|the|Bonds|with|
|Warrants;|
|“H|Share(s)”|overseas-listed|foreign|share(s)|of|the|Company|with|a|
|nominal|value|of|RMB1.00|each,|which|were|issued|in|Hong|
|Kong|and|subscribed|in|Hong|Kong|dollars|and|are|listed|on|
|the|Stock|Exchange;|
|“H|Shareholders”|registered|holders|of|H|Shares;|

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— 1 —

DEFINITIONS

“H Shareholders’ EGM”	the second extraordinary general meeting 2006 for the holders
	of H Shares of the Company to be held at the meeting room
	of the Company at 19/F, Tower A, United Plaza, No.5022
	Binhe Road North, Shenzhen, the PRC on 3 November 2006
	at 11:00 a.m. to approve the proposed resolutions in relation
	to the Bonds with Warrants;
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC;
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange;
“Nanguang Expressway”	Nanguang Expressway ( ), an expressway running from Nantou ( ) to Guangming ( ) of Shenzhen City;
“Offering Memorandum”	the offering memorandum to be issued by the Company in
	relation to the proposed issue of Bonds with Warrants;
“PRC”	The People’s Republic of China which, for the purpose of this
	circular, excludes Hong Kong, the Macau Special
	Administrative Region of the PRC and the Taiwan Region;
“SSE”	the Shanghai Stock Exchange;
“Shareholder(s)	Domestic Shareholder(s) and H Shareholder(s);
“Shareholders’ Meetings”	the EGM, the Domestic Shareholders’ EGM and the H
	Shareholders’ EGM;
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“RMB”	Renminbi, the lawful currency of the PRC; and
“%”	per cent.

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LETTER FROM THE BOARD

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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)

Executive Directors: Legal Address: Mr. Yang Hai (Chairman) 19/F., Tower A Mr. Wu Ya De (General Manager) United Plaza 5022 Binhe Road North Non-executive Directors: Shenzhen 518033 Mr. Li Jing Qi PRC Mr. Wang Ji Zhong Mr. Liu Jun Place of business in Hong Kong: Mr. Lin Xiang Ke Suites 2911-2912 Ms. Zhang Yang 29th Floor, Two International Finance Centre Mr. Chiu Chi Cheong, Clifton No. 8 Finance Street Central Independent non-executive Directors: Hong Kong Mr. Li Zhi Zheng Mr. Zhang Zhi Xue Mr. Poon Kai Leung, James Mr. Wong Kam Ling 18 September 2006

To Shareholders

Dear Sir or Madam,

PROPOSED ISSUANCE OF BONDS WITH WARRANTS IN PRC

PROPOSED ISSUANCE OF BONDS WITH WARRANTS IN PRC

The Board proposes to convene the EGM, the Domestic Shareholders’ EGM and the H Shareholders’ EGM on 3 November 2006 to consider and, if thought fit, approve by way of special resolutions in relation to (i) the specific items of the proposal for the issuance of the Bonds with Warrants in the PRC at the EGM, the Domestic Shareholders’ EGM and the H Shareholders’ EGM and to consider and, if thought fit, approve by way of ordinary resolutions in relation to (ii) the feasibility of project to be invested with the proceeds from the proposed issuance of the Bonds with Warrants;

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LETTER FROM THE BOARD

and (iii) the description on the use of the proceeds from the previous issuance at the EGM. Details of the proposed resolutions are as follows:—

I. THE RESOLUTIONS RELATING TO THE PROPOSAL FOR THE ISSUANCE OF BONDS WITH WARRANTS

The Company has completed its Share Segregation Reform. In accordance with the relevant provisions of the Company Law of the People’s Republic of China ( ), the Securities Law of the People’s Republic of China ( ), and the Administration Measures for the Issuance of Securities by Listed Companies ( ) of the CSRC, the Board conducted a review that the Company has satisfied the criteria under the measures relating to the issuance of Bonds with Warrants in the PRC. The Board considered and approved the proposal for the issuance of the Bonds with Warrants item by item with details as follows:

1. Issuance Size

This issuance of Bonds with Warrants will be in an amount of not more than RMB1,500,000,000 with no more than 15,000,000 certificates of bonds to be issued. The subscriber of each bond is entitled to receive not more than 22 warrants to be issued by the Company and a total number of not more than 330,000,000 warrants will be issued. The Company confirms that new shares to be issued for exercising the warrants shall not exceed 20% of the total share capital of the Company at the time of issuing the warrants in compliance with Rule 15.02 of the Listing Rules. It will be proposed at the Shareholders’ Meetings to authorise the Board to determine the details of the size of issuance in accordance with market conditions and to the extent of the scope set out hereinabove.

2. Issuance Price

The Bonds with Warrants will be issued at par with a nominal value of RMB100 each. The warrants attached will be distributed to the subscribers of the bonds proportionately.

3. Issuance Target

Investors (except for those prohibited under the laws and regulations of the PRC) having maintained shareholders’ account for ordinary shares in RMB at the SSE and excluding holders of H Shares of the Company. The Bonds with Warrants will be issued pursuant to the rules and regulations promulgated by the relevant authorities in the PRC.

4. Method of Issuance

Existing holders of Domestic Shares are entitled to preferential subscription rights of the certain proportion. It will be proposed at the Shareholders’ Meetings to authorise the Board to determine the specific method of issuance and proportion of the preferential subscription rights in accordance with the level of indication of interests of the Domestic Shareholders and the prevailing market conditions prior to the issuance.

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LETTER FROM THE BOARD

5. Interest Rate of the Bonds

It will be proposed at the Shareholders’ Meetings to authorise the Board to determine the level of interest rate and the method of determining the interest rate for the Bonds with Warrants in accordance with the market conditions and negotiations with the main underwriter(s) prior to the issuance.

6. Term of the Bonds

Six years since the date of issuing the Bonds with Warrants.

7. Term and Method of Repayment for Principal and Payment of Interests

Interests of the Bonds with Warrants in the proposed issuance will be paid once a year since the date of issuance. Within five trading days after the expiry of the bonds, the Company will repay all the bonds with the nominal value together with the interest accrued in the final year.

8. Terms of Redemption

If the application of the proceeds from the proposed issuance of the Bonds with Warrants to the implementation of the invested project is regarded as a change of use of proceeds pursuant to the relevant provisions of the CSRC. The holders of the bonds are entitled to demand redemption of the bonds by the Company at the nominal value together with the interests accrued for the period concerned.

9. Guarantee

It will be proposed at the Shareholders’ Meetings to authorise the Board to determine whether the proposed issuance of the Bonds with Warrants requires a guarantee by bank(s) in accordance with the market conditions, and to complete the relevant matters accordingly.

10. Term of the Warrants

24 months since the listing of the warrants at the SSE.

11. Conversion Period of the Warrants

The holders of the warrants are entitled to exercise the warrants 10 trading days prior to the end of 24-month period after the listing of the warrants.

12. Conversion Price of the Warrants and its Method of Adjustments

The conversion price of each warrant attached with the proposed issuance will not be lower than 110% of the average price of the A Shares as quoted for 20 trading days before the date of issuing the Offering Memorandum, the average price of the A Shares one trading day before the date of issuing the Offering Memorandum, 110% of the average price of the H Shares as quoted

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LETTER FROM THE BOARD

for 20 trading days before the date of issuing the Offering Memorandum and the average price of the H Shares one trading day before the date of issuing the Offering Memorandum. It will be proposed at the Shareholders’ Meetings to authorize the Board to determine the details of the exercise price and the method of determination in accordance with the market conditions and the negotiations with the main underwriter(s) to the extent of the scope set out hereinabove.

During the term of the warrants, in the event that the trading of A Shares is on ex-rights or ex-dividend basis, the exercise price of the warrants shall be adjusted accordingly as follows:

New exercise price = Existing exercise price x (the reference price of the A Shares on the ex-rights (ex-dividend) day / the closing price of the A Shares on the trading day before the ex-rights (ex-dividend) day).

13. Proportion of Exercise Rights of the Warrants and its Method of Adjustments

The proportion of exercise rights of the warrants attached with this proposed issuance is 1:1. Each warrant represents the conversion rights to one A Share issued by the Company.

During the term of the warrants, in the event that the trading of A Shares is on ex-dividend basis, the proportion of exercise rights of the warrants shall not be adjusted; while in the event that the trading of A Shares is on ex-rights basis, the proportion of exercise rights of the warrants shall be adjusted accordingly as follows:

New proportion of exercise rights = Existing proportion of exercise rights x (the closing price of the A Shares on trading day before the ex-rights day / the reference price of the A Shares on the ex-rights day).

14. Use of Proceeds from the Proposed Issuance

The proceeds will be applied to the construction and investment in Nanguang Expressway. The total estimated investment costs for the project is RMB3,171 million.

In the event that the proceeds from this issuance are not sufficient to finance the project, or the availability of the proceeds is not consistent with the progress of the project, the Company will complete the investment in the project with its own resources, bank borrowings or by other ways of debt financing. Any surplus from the proceeds will be applied to repay bank borrowings for the project or supplement working capital of the Company.

The Company will formulate a separate system to administer proceeds. The Company will hold the proceeds in a separate accounts as determined by the Board according to the relevant regulations.

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LETTER FROM THE BOARD

15. Validity of the Resolutions

The resolutions relating to the proposed issuance of the Bonds with Warrants shall be valid for 12 months from the date of the resolutions approving the proposed issuance at the Shareholders’ Meetings. If at the expiry of the 12-month period, the Bonds with Warrants have not been issued, the Company may seek the renewal of such authorization from the shareholders at general meetings.

16. Authorisations to the Board to Complete the Specific Matters of the Proposed Issuance

• (1) Subject to the laws, regulations and other restrictive documents and to the extent of the scope as permitted by the Articles of Association, the Board will be authorised to determine the specific terms and proposal prior to the proposed issuance in accordance with the requirements of the regulatory authorities and in view of the actual conditions of the Company and the market conditions, to deal with the matters relating to the guarantee for the Bonds with Warrants, to formulate and implement the final proposal for the Bonds with Warrants and to decide on the timing of such issuance. In the event of promulgation of any new regulations for Bonds with Warrants in the PRC, the Board will be authorised to adjust the issuance proposal pursuant to the new regulations.

• (2) The Board or two Directors as specified by the Board will be authorised to do all such things and acts which they consider necessary or expedient for the implementation of and give effect to the proposed issuance and amend, supplement, execute, submit, report and implement the agreements, contracts and documents (including but not limited to guarantee contracts, underwriting and sponsorship agreements) during the course of the proposed issuance.

• (3) After the period for exercising the warrants, the Board will be authorised to amend the Articles of Association, and to complete the filing and change of registration for the registered capital in accordance with the actual exercise condition.

• (4) The Board will be authorised to complete the procedures for the listing of the Bonds with Warrants, to engage intermediaries such as sponsors (main underwriter(s)) and to complete other matters relating to this issuance.

The proposal for the issuance of Bonds with Warrants is subject to the approvals of the EGM, Domestic Shareholders’ EGM, H Shareholders’ EGM and subsequently CSRC’s approval.

The offer and issuance of the Bonds with Warrants to the Domestic Shareholders are subject to the approvals of further general meetings, including but not limited to an extraordinary general meeting and a H shareholders’ extraordinary general meeting (in which the interested persons and their respective associates shall abstain from voting) pursuant to the requirements set out in Chapter 14A or Chapter 19A of the Listing Rules (as the case may be).

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LETTER FROM THE BOARD

• II. THE RESOLUTION RELATING TO THE FEASIBILITY OF THE PROJECT TO BE INVESTED WITH THE PROCEEDS FROM THE PROPOSED ISSUANCE

The proceeds will be applied to the construction of Nanguang Expressway.

Nanguang Expressway is located in the central western section of Shenzhen with a total length of approximately 31 km and is a core north south corridor in Shenzhen’s “Seven East-West and Thirteen North-South” ( ) planned core road network. Nanguang Expressway runs towards south connecting Shenzhen western coastal area, Shenzhen-Hong Kong Western Corridor and Dachanwan Port which are under construction via Shenzhen Nanping Freeway; and towards north connecting Guangshen Expressway, National Highway No.107 and Guanshen Expressway via Longda Expressway and Changhu Expressway, going through Shenzhen Nanshan District and several important economic hubs in Shenzhen Baoan District. According to the “Letter related to the Examination Opinions on the Application Report for the Nanguang Expressway Project in Shenzhen” (Yue Jiao Gui Han [2006] No. 571) ( ( [2006]571 )) issued by the Department of Communications of Guangdong Province, the investment in Nanguang Expressway is estimated to be approximately RMB3,171 million. Currently, approximately 40% of land requisition, demolition and relocation of Nanguang Expressway has been completed and works already commenced on most contract sections. Construction works are being proceeded smoothly and the main-line works of the project are scheduled for completion by the end of 2007. The project will commence full operation in the first half of 2008.

The development of Nanguang Expressway is of vital importance to achieving the development strategy of Shenzhen economies, refining the express distribution transportation system of Shenzhen western coastal area as well as stimulating further economic development of peripheral area. First, Nanguang Expressway is not only a trunk permitting any places in downtown of Shenzhen to have access to the main expressway and highway network within 10 minutes and a swift lane to downtown for several important economic hubs in the Baoan District of Shenzhen City, but also a major circulating pathway which diverts cross-border cargo traffics to road network in the suburbs, thereby improving the environment of the city. Second, Nanguang Expressway is a fast and convenient way crossing from Hong Kong through Shenzhen to other regions in Pearl River Delta Region. It has substantial influence to the development of economic hinterland of Shenzhen and Hong Kong and fosters the economic co-development among Hong Kong, Shenzhen and other regions in Pearl River Delta. Third, the four ports of Shenzhen coastal area, i.e. Shekou Port, Chiwan Port, Mawan Port and Dachanwan Port, are located in the western part of Shenzhen. Nanguang Expressway performs the function of express distribution transportation system in the western coastal areas of Shenzhen and will provide a great support to the establishment of Shenzhen Port as an important and multifunctional coastal transportation port for international containers and major bulks. As an important ancillary facility for Shenzhen-Hong Kong Western Corridor, Nanguang Expressway will help to make best use of Shenzhen-Hong Kong Western Corridor.

In view of the important geographical location of Nanguang Expressway and the trend of economic development in peripheral areas of Shenzhen, the Directors believe that the investment in Nanguang Expressway is crucial to the Company’s operation and development as well as to the fulfilment of the regional need for economic development. Based on the traffic volume estimated in the feasibility research report for the Nanguang Expressway project, it is expected that the internal rate of return of the project will be approximately 11% with a pay-back period of approximately 13 years.

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LETTER FROM THE BOARD

The Board considers that the Nanguang Expressway has a good market prospect, which will be beneficial to the Company to further develop its core business, expand the scale of its enterprise, maintain a good operating performance, consolidate the Company’s leading position in the expressway industry in Shenzhen region, and enhance its core competitiveness as well as its capability for sustainable development. The invested project is in compliance with the production and industry policies of the PRC and the development strategies of the Company, and the project to be invested with the proceeds from the proposed issuance is feasible.

III. THE RESOLUTION RELATING TO THE DESCRIPTION ON THE USE OF PROCEEDS FROM THE PREVIOUS ISSUANCE

“Special Audit Report on the Use of Proceeds from the Previous Issuance of Shenzhen Expressway Company Limited” (Pu Hua Yong Dao Zhong Tian Te Shen Zi (2006) No. 326) ( ( 326 )) was issued by PricewaterhouseCoopers Zhong Tian CPAs Co., Ltd. on 14 September 2006 to set out the Company’s use of proceeds from the previous issuance.

INFORMATION ON THE BONDS WITH WARRANTS

As a matter of PRC regulations, the issuance of the Bonds with Warrants by the Company requires the approval of CSRC and it is a prerequisite to obtaining CSRC’s approval that the Company has obtained the shareholders’ approval at general meetings (the “Shareholders’ Approval”). The Shareholders’ Approval are approvals of the resolutions I, II and III set out in this circular which include authorizing the Company to proceed with the issuance and authorizing the Board to finalize the terms of the Bonds with Warrants and complete other specific matters in relation to the issuance. When CSRC grants its approval, which is once and for all, of the action of the issuance of the Bonds with Warrants based on the Administration Measures for the Issuance of Securities by Listed Companies ( ), the Board will then finalize the terms of the Bonds with Warrants with the main underwriter. The Company will then proceed to offer the Bonds with Warrants to the issuance targets. As at the date of this circular, certain terms of the Bonds with Warrants which are left to the determination of the Board are not yet finalized.

Pursuant to Article 47 of the Administration Measures for the Issuance of Securities by Listed Companies ( ), the Company is required to issue the Bonds with Warrants within 6 months from the date of CSRC’s relevant approval. The approval by CSRC shall be valid for 6 months.

As at the date of this circular, the portion of the Bonds with Warrants to be offered to the Domestic Shareholders (if any) has not been finalized. If the Bonds with Warrants are offered to the Domestic Shareholders but not to the H Share holders of the Company, depending on whether the Bonds with Warrants will be offered to the substantial shareholders and promoters of the Company, such offers may constitute a connected transaction of the Company and the Company will issue a further announcement and convene a further extraordinary general meeting (in which the interested

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LETTER FROM THE BOARD

persons and their respective associates shall abstain from voting) to seek approval of such offers by the relevant independent shareholders of the Company pursuant to the disclosure and approval requirements set out in Chapter 14A or Chapter 19A of the Listing Rules (as the case may be).

Assuming the warrants are to be fully exercised, the Company will issue not more than 330,000,000 A Shares and the percentage of H Shares will be reduced from approximately 34.28% of the current share capital of the Company to not less than approximately 29.77% of the enlarged share capital of the Company.

EGM, DOMESTIC SHAREHOLDERS’ EGM AND H SHAREHOLDERS’ EGM

The EGM, the Domestic Shareholders’ EGM and the H Shareholders’ EGM will be held on 3 November 2006 at 10:00 a.m., 10:30 a.m. and 11:00 a.m., respectively. Notice of the EGM, the Domestic Shareholders’ EGM and the H Shareholders’ EGM are set out on pages 12 to 13, pages 14 to 15 and pages 16 to 17 of this circular respectively. Resolutions will be voted by poll at the meetings. Forms of proxy for use at the meetings are enclosed. No matter whether you are going to attend the said meetings or not, please complete the forms of proxy in accordance with the instructions printed thereon and return the same 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 PRC as soon as possible and in any event not less than 24 hours before the holding of the relevant meetings. Completion and return of the forms of proxy will not preclude you from subsequently attending and voting at the EGM and the H Shareholders’ EGM or any adjourned meetings should you so wish.

PROCEDURES FOR DEMANDING A POLL BY SHAREHOLDERS

Pursuant to Article 71 of the Articles of Association, a general meeting shall be voted by shows of hands unless a poll is demanded by the following person before or after any vote by show of hands:

• (1) the chairman of the meeting;

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

• (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.

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LETTER FROM THE BOARD

RECOMMENDATION

The Board considers that the issuance of Bonds with Warrants enhances the Company’s capabilities in capital raising, refines its debt structure, lowers its finance costs and reduces the risk of rising interest rates and the Nangang Expressway to be invested out of the proceeds from the proposed issue has a good market prospect, which will be beneficial to the Company to further develop its core business, expand the scale of its assets, enhance its core competitiveness and its capability for sustainable development. The project to be invested with the proceeds from the proposed issuance is in compliance with the production and industry policies of the PRC and the development strategies of the Company and is feasible. The Directors believe the proposed issuance of the Bonds with Warrants are in the interests of the Company and the Shareholders as a whole, and therefore recommend all the Shareholders to vote in favour of the relevant resolutions in the meeting.

By order of the Board Shenzhen Expressway Company Limited Yang Hai Chairman

This circular is originally prepared in Chinese and the Chinese version shall prevail the English translation.

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NOTICE OF EGM

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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)

NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING 2006

Notice is hereby given that the Second Extraordinary General Meeting 2006 (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 3 November 2006 (Friday) at 10:00 a.m. for the purpose of considering and, if thought fit, passing the following resolutions:

SPECIAL RESOLUTIONS

1. To consider and approve item by item the “Resolutions relating to the proposal for the issuance of Bonds with Warrants”:

2. (1) Issuance size

3. (2) Issuance price

4. (3) Issuance target

5. (4) Method of issuance

6. (5) Interest rate of the bonds

7. (6) Term of the bonds

8. (7) Term and method of repayment for principal and payment of interests

9. (8) Terms of redemption

10. (9) Guarantee

11. (10) Term of the warrants

12. (11) Conversion period of the warrants

13. (12) Conversion price of the warrants and its method of adjustments

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NOTICE OF EGM

• (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.

ORDINARY RESOLUTIONS

1. To consider and approve the “Resolution relating to the feasibility of the project to be invested with the proceeds from the proposed issuance”

2. To consider and approve the “Resolution relating to the description on the use of proceeds from the previous issuance”

By order of the Board Yang Hai Chairman

Shenzhen, the PRC, 18 September 2006

— 13 —

NOTICE OF DOMESTIC SHAREHOLDERS’ EGM

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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)

NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING 2006 FOR HOLDERS OF DOMESTIC SHARES

Notice is hereby given that the Second Extraordinary General Meeting 2006 for Holders of Domestic Shares (the “Domestic Shareholders’ 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 3 November 2006 (Friday) at 10:30 a.m. for the purpose of considering and, if thought fit, passing the following as special resolutions:

SPECIAL RESOLUTIONS

1. To consider and approve item by item the “Resolutions relating to the proposal for the issuance of Bonds with Warrants”:

2. (1) Issuance size

3. (2) Issuance price

4. (3) Issuance target

5. (4) Method of issuance

6. (5) Interest rate of the bonds

7. (6) Term of the bonds

8. (7) Term and method of repayment for principal and payment of interests

9. (8) Terms of redemption

10. (9) Guarantee

11. (10) Term of the warrants

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NOTICE OF DOMESTIC SHAREHOLDERS’ EGM

• (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.

By order of the Board Yang Hai Chairman

Shenzhen, the PRC, 18 September 2006

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NOTICE OF H SHAREHOLDERS’ EGM

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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)

NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING 2006 FOR HOLDERS OF H SHARES

Notice is hereby given that the Second Extraordinary General Meeting 2006 for Holders of H Shares (the “H Shareholders’ 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 3 November 2006 (Friday) at 11:00 a.m. for the purpose of considering and, if thought fit, passing the following as special resolutions:

SPECIAL RESOLUTIONS

1. To consider and approve item by item the “Resolutions relating to the proposal for the issuance of Bonds with Warrants”:

2. (1) Issuance size

3. (2) Issuance price

4. (3) Issuance target

5. (4) Method of issuance

6. (5) Interest rate of the bonds

7. (6) Term of the bonds

8. (7) Term and method of repayment for principal and payment of interests

9. (8) Terms of redemption

10. (9) Guarantee

11. (10) Term of the warrants

12. (11) Conversion period of the warrants

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NOTICE OF H SHAREHOLDERS’ EGM

(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.

By order of the Board Yang Hai Chairman

Shenzhen, the PRC, 18 September 2006

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NOTES TO NOTICES OF EGMS

Notes:

1. Eligibility for attending the meetings

Shareholders of the Company whose names appear on the registers of shareholders of the Company at the close of business on 29 September 2006 shall have the right to attend the EGM after complying the necessary registration procedures. Holders of H Shares whose names appear on the registers of the shareholders of the Company on the same day shall have the right to attend the H Shareholders’ EGM while the holders of the Domestic Shares whose names appear on the registers of the shareholders of the Company on the same date shall have the right to attend the Domestic Shareholders’ EGM, after complying the necessary registration procedures.

2. Registration procedures for attending the meetings

• i Shareholders intending to attend the EGM, the Domestic Shareholders’ EGM and the H Shareholders’ EGM should deliver to the Company, on or before 13 October 2006, either in person, by post or by fax, the reply slip (together with any required registration documents) for attending the EGM, the Domestic Shareholders’ EGM and the H Shareholders’ EGM.

• ii Holders of H Shares of the Company please note that the register of H Share holders of the Company will be closed from 30 September 2006 to 3 November 2006 (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 and the H Shareholders’ EGM must deliver their instruments of transfer together with the relevant share certificates to Hong Kong Registrars Limited, the registrar of H Shares of the Company, at or before 4:00 p.m. on 29 September 2006.

3. Proxy

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

• 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 holders 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 relevant meetings. In order to be valid, for holders of H Shares, the above documents must be delivered to Hong Kong Registrars Limited 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.

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NOTES TO NOTICES OF EGMS

iv Shareholder or his proxy should produce identity proof when attending the above meetings.

1. For details of the resolutions, please refer to the circular of the Company dated 18 September 2006.

5. Other Businesses

• i The duration of the above meetings is expected not to exceed one day. Shareholders who attend the above meetings shall arrange for transportation, food, accommodation and other relative expenses at their own cost.

• 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) 755-8294 5638 Facsimile: (86) 755-8291 0496

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