Water Oasis Group Limited — Proxy Solicitation & Information Statement 2006

Jun 6, 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 2006 Extraordinary General Meeting for Holders of Overseas-listed Foreign Shares

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Number of Shares related to H Shares this proxy form (note1)

I/We (note 2) :

of

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

now appoint of (note 3)

or failing him the Chairman of the meeting as my/our proxy to attend and vote for me/us on the resolution in accordance with the instructions below and on my/our behalf at the 2006 Extraordinary General Meeting for holders of Overseas-listed Foreign Shares (“Extraordinary General Meeting”) 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 12 June, 2006 (Monday), at 11:00 a.m. and any adjournment thereof. In absence of any indication, the proxy may vote for or against the resolutions at his own discretion (note 6) .

	Special Resolution For (note 4) Against (note 4)
	To consider and, pass the special resolution to authorize the board of directors to repurchase H Shares of the Company up to a maximum of 10 percent of the aggregate nominal value of the H Shares in issue of the Company.

Date: 2006 Signature(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 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 in person. Any changes made to this proxy form shall be initialed by the person who signs this form.

4. ATTENTION: If you wish to vote FOR the resolution, please indicate with a “�”in the appropriate space under “For”. If you wish to vote AGAINST the resolution, please indicate with a “�”in the appropriate space under “Against”. In the absence of any such indication, the proxy will vote or abstain at his discretion.

5. The proxy form must be under the hand of you or attorney duly authorised in writing in 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 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 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 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 thereto 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 in person, his form of proxy will be deemed to have been revoked.