Water Oasis Group Limited — Proxy Solicitation & Information Statement 2023

Aug 23, 2023

==> picture [315 x 96] intentionally omitted <==

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

(Stock Code: 00548)

PROXY FORM FOR THE FIRST EXTRAORDINARY GENERAL MEETING 2023

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

I/We [(note][2)] : of being the registered holder(s) of the shares of Shenzhen Expressway Corporation 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 First Extraordinary General Meeting 2023 (“ EGM ”) to be convened and held at the conference room of the Company on 46th Floor, Hanking Center Tower, No. 9968 Shennan Avenue, Nanshan District, Shenzhen, the PRC on 20 September 2023 (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 from voting on the resolutions at his/her own discretion [(note][4)] .

	Ordinary Resolution	For (note 4)	Against (note 4)	Abstain (note 4)
	1. To consider and approve the resolution in relation to the Company’s satisfaction of the requirements of the Issuance of A Shares to Specific Targets.
	Special Resolutions	For (note 4)	Against (note 4)	Abstain (note 4)
	2. To consider and approve the resolution in relation to the proposal of the Issuance of A Shares to Specific Targets by the Company individually:
	2.01 Class and nominal value of shares to be issued
	2.02 Method and timing of the Issuance
	2.03 Target subscribers and method of subscription
	2.04 Pricing Benchmark Date, issue price and pricing method
	2.05 Number of A Shares to be issued
	2.06 Lock-up arrangement
	2.07 Place of Listing
	2.08 Amount and use of proceeds
	2.09 Arrangement of accumulated undistributed profits before the Issuance
	2.10 Validity of the resolutions
	3. To consider and approve the resolution in relation to the plan of the Issuance of A Shares to Specific Targets by the Company.
	4. To consider and approve the resolution in relation to the demonstration and analysis report of the proposal of the Issuance of A Shares to Specific Targets by the Company.
	5. To consider and approve the resolution in relation to the feasibility analysis report on the use of proceeds of the Issuance of A Shares to Specific Targets by the Company.

• Ordinary Resolution For [(note][4)] Against [(note][4)] Abstain [(note][4)]

• 1. To consider and approve the resolution in relation to the Company being exempt from issuing the report on use of proceeds from previous fund-raising activities. Special Resolutions For [(note][4)] Against [(note][4)] Abstain [(note][4)]
• 1. To consider and approve the resolution in relation to the Company’s entering into the conditional share subscription agreement with Specific Target and the related/connected transaction.
• 1. To consider and approve the resolution in relation to grant of the authorisation to the Board to handle matters related to the Issuance of A Shares to Specific Targets. Ordinary Resolution For [(note][4)] Against [(note][4)] Abstain [(note][4)]
• 1. To consider and approve the resolution in relation to the dilution of current returns, remedial measures and the corresponding undertakings for the Issuance of A Shares to Specific Targets by the Company.
• 1. To consider and approve the resolution in relation to the implementation of external donation for rural revitalisation strategy. [6)]

• 2023 Signature(s) [(note] :

Date: 2023

Notes:

1. Please insert the number of shares registered in your name(s) relating to this proxy form and strike out item not applicable. 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. 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 a 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. 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. Capitalised terms used in this proxy form shall have the same meanings as those defined in the circular of the Company dated 24 August 2023. The description of the resolutions in this proxy from is by way of summary only. The full text is set out in the notice of the EGM dated 24 August 2023.

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 place of business of the Company (for holders of A shares) at 46th Floor, Hanking Center Tower, No. 9968 Shennan Avenue, Nanshan District, Shenzhen, the PRC 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.

8. 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.

9. 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.