Water Oasis Group Limited — Proxy Solicitation & Information Statement 2019

Apr 1, 2019

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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 2018 Annual General Meeting

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 Shenzhen Expressway Company Limited (the “ Company’s ”) ordinary shares: 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 2018 Annual General Meeting (“ AGM ”) 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 22 May 2019 (Wednesday) at 10:00 a.m. and any adjournment thereof. In the absence of any indication, the proxy may vote for or against or abstain form voting on the resolutions at his/her own discretion [(note][4)] .

	Ordinary Resolutions		For(note 4)	Against(note 4)	Abstain(note 4)
1.	To consider and approve the report of the board of
	directors for the year 2018.
2.	To consider and approve the report of the	supervisory
	committee for the year 2018.
3.	To consider and approve the audited accounts	for the year
	2018.
4.	To consider and approve the proposed	distribution
	schemeofprofitsfortheyear2018	(including
	declaration of final dividend).
5.	To consider and approve the budget report for the year
	2019.
6.	To consider and approve the resolution in relation to the
	appointment of auditors for 2019. (note 5)
7.	To consider and approve the resolution in	relation to
	providing guarantees for subsidiaries.

• Special Resolutions For [(note][4)] Against [(note][4)] Abstain [(note][4)]

• 1. To consider and approve by way of separate resolutions in relation to the grant of a general mandate to the board of directors to issue debentures (“ Debentures ”): [(note][5)] 8.01 Issue size and method; 8.02 Type of the Debentures; 8.03 Maturity of the Debentures; 8.04 Target subscribers and arrangement for placement to shareholders;

• 8.05 Interest rate; 8.06 Use of proceeds; 8.07 Listing; 8.08 Guarantee; 8.09 Validity of the resolution; 8.10 Authorisation arrangement.

• 1. To consider and approve the resolution on the general mandate to issue additional A Shares and/or H Shares. (note 5)
• 1. To consider and approve the resolution on the general mandate to repurchase H Shares. [(note][5)]

Date: 2019 Signature(s) [(note][6)] :

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 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 AGM 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 a resolution, please indicate with a “✔” in the appropriate space under “For”. If you wish to vote AGAINST a resolution, please indicate with a “✔” in the appropriate space under “Against”. If you wish to ABSTAIN from voting on the resolution, 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 a 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. The description of the resolutions is by way of summary only. The full text is set out in the notice of the AGM.

6. 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.

7. 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 registered office 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 AGM.

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

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