Water Oasis Group Limited — Proxy Solicitation & Information Statement 2018

Sep 25, 2018

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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)

Proxy Form for the Third Extraordinary General Meeting 2018

Number of Shares related A Shares/H Shares to this proxy form [(note][1)] (Delete the inappropriate)

I/We [(note][2)] : of being the registered holder(s) of the shares of Shenzhen Expressway Company Limited (the “ Company ”): A 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 Third Extraordinary General Meeting 2018 (“ EGM ”) to be convened and held at the conference room of the Company at Podium Levels 2-4, Jiangsu Building, Yitian Road, Futian District, Shenzhen, the People’s Republic of China on 13 November 2018 (Tuesday), at 9 a.m. and any adjournment thereof. In the absence of any indication, the proxy may vote at his/her own discretion [(note][5)] .

Resolutions (note 6)	Resolutions (note 6)	Resolutions (note 6)			Abstain (note 4)	Abstain (note 4)
	Resolutions (note 6)		For (note 4)	Against (note 4)	Abstain (note 4)
	1. To consider and approve the resolution in relation to the amendments to the Articles of Association of the Company;
	2. To consider and approve the resolution in relation to the waiver of the right of first refusal regarding the capital injection in Shenzhen International United Land Co., Ltd.;
	3. To consider and approve the resolution in relation to the appointment of the shareholders’ representative supervisor of the eighth session of the supervisory committee of the Company;
	4. To consider and approve the resolution in relation to the appointment of the directors of the eighth session of the board of directors of the Company:		cumulative voting (note 5) (Please insert the number of votes in the table below, the total of which not exceeding 2 times of the number of the shares held by the shareholder)
	4.01 Mr. Wang Zeng Jin;	Wang Zeng Jin	vote(s)
	4.02 Mr. Wen Liang.	Wen Liang	vote(s)

Signature(s) [(note][7)] :

2018

Date:

Notes:

1. Please insert the number of shares registered in your name(s) relating to this proxy form and strike out not applicable items. 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 under 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 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 EGM in person. Any changes made to this proxy form shall be initialed by the person who signs this form.

4. In respect of resolutions 1-3, if you wish to vote FOR it, please indicate with a “✔” in the appropriate space under “ For ”. If you wish to vote AGAINST it, please indicate with a “✔” in the appropriate space under “ Against ”. If you wish to ABSTAIN from voting on it, please indicate with a “✔” in the appropriate space under “Abstain”. In the absence of any such indication, the proxy will vote or abstain at his/her discretion. As regards the H Shares, for the resolution, if and only if the shareholder and/or his/her proxy indicates his/her vote(s) as “For” or “Against” or “Abstain”, then the number of his/her vote(s) cast will be included in the number of valid votes, if the shareholder and/or his/her proxy does not indicate his/her vote(s) as “For” or “Against” or “Abstain”, then the number of his/her vote(s) cast will not be included in the number of valid votes.

5. In respect of resolution set 4, Pursuant to the Article of Association of the Company and its schedules, the cumulative voting system shall be adopted for voting on the election of the directors at the general meeting. Thus, the cumulative voting system shall be adopted for resolution set 4. You are entitled to cast a total number of votes equal to the number of the shares held by you multiplied by the number of directors to be elected (“ Total Election Votes ”) for resolution set 4. For example, assuming you hold 10,000 shares, your Total Election Votes in respect of resolution set 4 will then be 20,000 (10,000 x 2) votes.

You shall be entitled to cast all your Total Election Votes for any one or several nominated candidates. If you wish to vote for the appointment of a particular candidate as director, please insert the number of votes to be cast in the corresponding space of the candidate. The lowest votes will be nil and the highest will be Total Election Votes under resolution set 4 and unnecessarily the integral multiples of the number of shares held by you.

In any event, the total votes cast by you in resolution set 4 shall not exceed the Total Election Votes for resolution set 4 held by you. Please note with particular attention that if the total number of votes cast by you on one or several candidates exceeds the Total Election Votes held by you for resolution set 4, your votes for resolution set 4 shall be (a) valid if cast to only one candidate and will be counted as Total Election Votes held by you for resolution set 4; (b) invalid if cast amongst several candidates. If the total number of votes cast by you on one or several candidates is less than the Total Election Votes held by you for resolution set 4, your votes shall be valid and the shortfall shall be deemed to be abstained from voting.

Based on the number of votes received, candidates under resolution set 4 who have received more votes are deemed successfully elected, and the number of votes received by each elected candidate must be more than half of the number of shares with voting rights held by the shareholders attending the EGM (assuming the cumulative voting system is not adopted).

1. The description of the resolutions is by way of summary only. The full text is set out in the notice of the EGM. Resolutions (sets) 2-4 shall be considered and approved by way of ordinary resolution , while Resolution 1 shall be considered and approved by way of special resolution .

2. This proxy form must be under the hand of you or attorney duly authorised in writing on that behalf. If the shareholder 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.

3. 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 attorney or other authority, must be deposited at the place of business of the Company (for holders of A shares) at Podium Levels 2-4, Jiangsu Building, Yitian Road, Futian District, Shenzhen, the People’s Republic of China or the registrar of H Shares of the Company (for holders of H shares) Hong Kong Registrars Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 24 hours before the time appointed for the EGM.

4. Where there are joint holders of any share of the Company, any one of such holders may vote at the 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.

5. Completion and return of the form of proxy will not preclude a shareholder from attending and voting in person at the 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.