Water Oasis Group Limited — Proxy Solicitation & Information Statement 2017

Apr 6, 2017

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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深圳高速公路股份有限公司 SHENZHEN EXPRESSWAY COMPANY LIMITED

(a joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 00548)

NOTICE OF THE FIRST CLASS MEETING 2017 OF HOLDERS OF H SHARES

Notice is hereby given that the First Class Meeting 2017 of the Holders of H Shares (the “HCM”) of Shenzhen Expressway Company Limited (the “Company”) will be held at the conference room of the Company at Podium Levels 2-4, Jiangsu Building, Yitian Road, Futian District, Shenzhen, the PRC after 2 p.m. on Tuesday, 23 May 2017 (immediately after the conclusion of the First Class Meeting 2017 of the Holders of A Shares of the Company to be held on the same date or adjournment) to consider and, if thought fit, pass the following resolutions by way of special resolutions:

1. to consider and approve the resolution on the general mandate to repurchase H Shares:

2. (a) subject to paragraphs (b) and (c) below, the Relevant Period (as defined in paragraph (e) below) during which the Board may exercise the power of the Company to repurchase the issued H shares on The Stock Exchange of Hong Kong Limited (the “HKEx”) , subject to and in accordance with all applicable laws, rules and regulations and/or requirements of the governmental or regulatory body of securities in the PRC, the HKEx or of any other governmental or regulatory body be and is hereby approved;

3. (b) the aggregate nominal value of H Shares authorized to be repurchased subject to the approval in paragraph (a) above during the Relevant Period shall not exceed 10% of the aggregate nominal value of H Shares in issue of the Company as at the date of the passing of this resolution;

4. (c) the approval in paragraph (a) above shall be conditional upon:

   • (i) the passing of a special resolution with the same terms as the resolution set out in this paragraph (except for this sub-paragraph (c) (i) ) at the annual general meeting and the class meeting of holders of A Shares of the Company;

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6. (ii) the approval of the relevant PRC regulatory authorities as may be required by laws, rules and regulations of the PRC being obtained by the Company if appropriate; and

7. (iii) the Company not being required by any of its creditors to repay or to provide guarantee in respect of any amount due to any of them (or if the Company is so required by any of its creditors, the Company having, in its absolute discretion, repaid or provided guarantee in respect of such amount) pursuant to the provisions of the Articles of Association;

8. (d) subject to the approval of all relevant PRC regulatory authorities for the repurchase of such H Shares being granted, the Board be hereby authorized to:

9. (i) amend the Articles of Association as it thinks fit so as to reduce the registered share capital of the Company and to reflect the new capital structure of the Company upon the repurchase of H Shares as contemplated in paragraph (a) above; and

10. (ii) file the amended Articles of Association with the relevant governmental authorities of the PRC;

11. (e) for the purpose of this special resolution, “Relevant Period” means the period from the passing of this special resolution until whichever is the earlier of:

12. (i) the conclusion of the next annual general meeting following the passing of this special resolution;

13. (ii) the expiration of a 12-month period following the passing of this special resolution; or

14. (iii) the date on which the authority set out in this special resolution is revoked or varied by a special resolution of the shareholders of the Company in any general meeting or by a special resolution of H Shareholders and A Shareholders at their respective class meetings.

By Order of the Board

HU Wei Chairman

Shenzhen, the PRC, 7 April 2017

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Notes:

1. Eligibility for attending the HCM

Shareholders of the Company whose names appear on the registers of holders of H shares of the Company at the close of business on 21 April 2017 shall have the right to attend the HCM after complying with the necessary registration procedures.

2. Registration procedures for attending the HCM

• i. Shareholders intending to attend the HCM should deliver to the Company, on or before 3 May 2017, either in person, by post or by fax, the reply slip (together with any required registration documents) for attending the HCM.

• ii. Holders of H shares of the Company please note that the register of holders of H shares of the Company will be closed from 22 April 2017 to 23 May 2017 (both days inclusive) , during which period no transfer of H shares of the Company will be registered. Holders of H shares of the Company who intend to attend the HCM 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 Shops 1712-16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, at or before 4:30 p.m. on 21 April 2017.

3. Proxy

• i. Holders of H shares entitled to attend and vote at the HCM 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 authorisation or other authorisation documents of such attorney should be notarised. In order to be valid, for holders of H shares of the Company, the written authorisation or authorisation documents which have been notarised together with the completed proxy form must be delivered to Hong Kong Registrars Limited, at Floor 17M, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 24 hours before the time of the holding of the HCM.

• iii. Shareholder or his proxy should produce identity proof when attending the HCM.

4. Poll

Pursuant to Rule 13.39 (4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Articles of Association of the Company, voting at the HCM on the resolution set out in the notice of the HCM will be taken by poll.

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5. Other matters

• i. The duration of the HCM is expected not to exceed one day. Shareholders or proxies who attend the HCM shall arrange for transport, food, accommodation and other relevant 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

As at the date of this announcement, the directors of the Company are Mr. HU Wei (Executive Director and Chairman of the Board) , Mr. WU Ya De (Executive Director and President) , Mr. WANG Zeng Jin (Executive Director) , Mr. LIAO Xiang Wen (Executive Director) , Mr. ZHAO Jun Rong (Non-executive Director) , Mr. TSE Yat Hong (Non-executive Director) , Mr. LIU Ji (Nonexecutive Director) , Mr. CHEN Yuan Jun (Non-executive Director) , Mr. AU Sing Kun (Independent non-executive Director) , Mr. LIN Chu Chang (Independent non-executive Director) , Mr. HU Chun Yuan (Independent non-executive Director) and Mr. CHEN Tao (Independent non-executive Director) .

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