Beijing Urban Construction Design & Development Group Co., Limited — Proxy Solicitation & Information Statement 2005

Apr 13, 2005

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional advisor.

If you have sold or transferred all your shares in China Overseas Land & Investment Limited , you should at once hand this circular together with the enclosed form of proxy to the purchaser(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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(incorporated in Hong Kong with limited liability)

(Stock code: 688)

GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES AND PROPOSALS FOR RE-ELECTION OF DIRECTORS

A notice of the Annual General Meeting to be held on 25 May 2005 is set out in the Annual Report. A form of proxy for use by the Shareholders at the Annual General Meeting is enclosed with the Annual Report which has been despatched to the Shareholders together with this circular.

Whether or not you intend to attend the Annual General Meeting in person, you are requested to complete and return the form of proxy enclosed with the Annual Report in accordance with the instructions printed thereon and deposit the same with the Company’s registrars, Standard Registrars Limited at G/F., Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong as soon as practicable but in any event not later than 48 hours before the time appointed for holding the Annual General Meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting should you so wish.

13 April 2005

CONTENTS

	Page
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	iii
Letter from the Board
1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
2 General Mandate to Repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
3. General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
4. Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
5. Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
6. General Information and Procedures for voting by poll at General Meetings . . . . .	3
7. Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix I — Explanatory Statement for the Repurchase Mandate . . . . . . . . . . . .	4
Appendix II — Biographical Details of Directors offering themselves
for re-election . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix III — Procedures for Voting by Poll at General Meetings . . . . . . . . . . . . . .	11

— i —

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement contained herein misleading.

— ii —

DEFINITIONS

In this circular, the following expressions shall have the following meanings unless the context indicates otherwise:

“Annual General Meeting”	the annual general meeting of the Company to be held at 3:30
	p.m. on 25 May 2005 at Granville Room, Lower Lobby,
	Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong
	or any adjournment thereof
“Annual Report”	the annual report of the Company for the year ended 31
	December 2004
“Articles”	the articles of association of the Company
“associate”	has the same meaning as ascribed to it under the Listing Rules
“Board”	the board of Directors
“Companies Ordinance”	the Companies Ordinance (Chapter 32 of the Laws of Hong
	Kong)
“Company”	China Overseas Land & Investment Limited, a company
	incorporated in Hong Kong with limited liability, and the
	securities of which are listed on the main board of the Stock
	Exchange
“connected person”	has the same meaning as ascribed to it under the Listing Rules
“CSCEC”	China State Construction Engineering Corporation, a state-
	owned enterprise in the People’s Republic of China
“Directors”	the directors of the Company
“General Mandate”	a general mandate to allot, issue and deal with new Shares not
	exceeding 20% of the aggregate nominal amount of the share
	capital of the Company in issue as at the date of passing the
	ordinary resolution in relation thereof
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s
	Republic of China
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Latest Practicable Date”	11 April 2005, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained herein
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange

— iii —

	DEFINITIONS
“Repurchase Mandate”	the general and unconditional mandate to repurchase shares in
	the capital of the Company up to 10% of the aggregate
	nominal amount of the issued share capital of the Company as
	at the date of passing of the relevant resolution
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
“Shareholders”	the holders of the Shares
“Share(s)”	the ordinary share(s) of HK$0.10 each in the share capital of
	the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Subsidiary”	a subsidiary for the time being of the Company within the
	meaning of the Companies Ordinance (Chapter 32 of the laws
	of Hong Kong) whether incorporated in Hong Kong or
	elsewhere and “Subsidiaries” shall be construed accordingly
“Takeovers Code”	Hong Kong Code on Takeovers and Mergers
“%”	per cent.

— iv —

LETTER FROM THE BOARD

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(incorporated in Hong Kong with limited liability)

(Stock code: 688)

Executive Directors: Kong Qingping (Chairman and Chief Executive) Yao Peifu (Vice Chairman) Cui Duosheng (Vice Chairman) Wu Jianbin Xiao Xiao Wang Man Kwan, Paul Jin Xinzhong

Registered Office: 29th Floor China Overseas Building 139 Hennessy Road Wanchai Hong Kong

Non-Executive Director:

Cheung Shiu Kit

Independent non-executive directors:

Li Kwok Po, David GBS, OBE, JP Lam Kwong Siu Wong Ying Ho, Kennedy JP

13 April, 2005

To the Shareholders

Dear Sir or Madam,

GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES AND PROPOSALS FOR RE-ELECTION OF DIRECTORS

INTRODUCTION

The purpose of this circular is to provide you with information regarding certain ordinary resolutions to be proposed at the Annual General Meeting to enable you to make an informed decision on whether to vote for or against those resolutions.

The resolutions include (i) granting to the Directors the Repurchase Mandate; (ii) granting to the Directors the General Mandate (a) to issue shares representing up to 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the resolution; and (b) the extension of the aforesaid mandate by adding thereto the aggregate nominal amount of share capital repurchased pursuant to the Repurchase Mandate; and (iii) the re-election of Directors.

— 1 —

LETTER FROM THE BOARD

GENERAL MANDATE TO REPURCHASE SHARES

At the Annual General Meeting, an ordinary resolution numbered 5 will be proposed to grant to the Directors the Repurchase Mandate. Under the Repurchase Mandate, the maximum number of shares that may be repurchased pursuant to the Repurchase Mandate will be such number of shares which represents 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolution. Based on the issued share capital of the Company comprising 6,439,077,609 Shares as at the Latest Practicable Date, subject to the passing of the relevant resolution, the Company will be allowed to repurchase a maximum of 643,907,760 Shares (which represents 10% of the aggregate nominal amount of the issued share capital of the Company as at the Latest Practicable Date) on the assumption that there will be no change in the issued share capital prior to the Annual General Meeting. The Repurchase Mandate will lapse on the earliest of, the date of the next annual general meeting; the date by which the next annual general meeting of the Company is required to be held by law and/or the Articles; or the date upon which such authority is revoked or varied by ordinary resolution of the Company in general meeting.

In accordance with the Listing Rules, the Company is required to send to Shareholders an explanatory statement which is set out in Appendix I of this circular.

GENERAL MANDATE TO ISSUE SHARES

At the annual general meeting of the Company held on 28 June 2004, the Directors were granted the General Mandate to exercise all powers of the Company to issue new shares of the Company. Such General Mandate will lapse at the conclusion of the Annual General Meeting, unless renewed at that meeting.

At the Annual General Meeting, the ordinary resolutions numbered 6 and 7 will be proposed to grant a general mandate to the Directors to allot, issue and otherwise deal with new Shares with an aggregate nominal amount not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the relevant resolution and the extension of the aforesaid mandate by adding thereto the number of Shares repurchased pursuant to the Repurchase Mandate.

Based on the issued share capital of the Company comprising 6,439,077,609 Shares as at the Latest Practicable Date, subject to the passing of the relevant resolution, the Company will be allowed to issue a maximum of 1,287,815,521 Shares (which represents 20% of the aggregate nominal amount of the issued share capital of the Company as at the Latest Practicable Date) on the assumption that there will be no change in the issued share capital prior to the Annual General Meeting.

ANNUAL GENERAL MEETING

A notice of the Annual General Meeting is set out in the annual report of the Company for the year ended 31 December 2004. At the Annual General Meeting, in addition to the ordinary business of the meeting, resolutions will be proposed to approve the General Mandate and the Repurchase Mandate.

— 2 —

LETTER FROM THE BOARD

RE-ELECTION OF DIRECTORS

Details of the Directors who are proposed to be re-elected at the Annual General Meeting are set out in the annual report of the Company for the year ended 31 December 2004 accompanying this circular. The biographical details of directors offering themselves for re-election are set out in Appendix II to this circular.

GENERAL INFORMATION AND PROCEDURES FOR VOTING BY POLL AT GENERAL MEETINGS

A form of proxy for the Annual General Meeting is enclosed with the Annual Report accompanying this circular. Whether or not you intend to be present at the Annual General Meeting, you are requested to complete the form of proxy and return it to the Company’s registrar at G/F, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong in accordance with the instructions printed thereon as soon as practicable but in any event no later than 48 hours before the time appointed for holding the Annual General Meeting. The completion of a form of proxy will not preclude you from attending and voting at the Annual General Meeting in person should you so wish.

The procedures for voting by poll at general meetings are set out in Appendix III to this circular.

RECOMMENDATIONS

The Directors believe that the proposed General Mandate and the Repurchase Mandate under ordinary resolutions numbered 5, 6 and 7 are in the best interests of the Company and its shareholders and accordingly recommend you to vote in favour of the relevant resolutions to be proposed at the forthcoming Annual General Meeting.

Yours faithfully,

for and on behalf of the Board

China Overseas Land & Investment Limited

Kong Qingping

Chairman and Chief Executive

— 3 —

EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

APPENDIX I

This Appendix serves as an explanatory statement required by Rule 10.06(1)(b) of the Listing Rules and also as a memorandum of the terms of a proposed repurchase of shares required by section 49BA(3)(b) of the Companies Ordinance, to provide you with all the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolutions.

LISTING RULES

The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their own shares on the Stock Exchange subject to certain restrictions, the most important of which are summarised below:

(a) Shareholders’ approval

All proposed repurchases of shares on the Stock Exchange by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of a general mandate or by specific approval.

(b) Source of funds

Repurchases of shares must be funded entirely from the company’s available cashflow or working capital facilities and will be made out of funds legally available for such purpose (such as distributable profits of the Company or the proceeds of a fresh issue of Shares) in accordance with the company’s memorandum and articles of association and the laws of Hong Kong.

SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprises of 6,439,077,609 Shares. Subject to the passing of the relevant resolution, the Company will be allowed to repurchase a maximum of 643,907,760 Shares (which represents 10% of the aggregate nominal amount of the issued share capital of the Company as at the Latest Practicable Date) on the assumption that there will be no change in the issued share capital prior to the Annual General Meeting.

REASONS FOR REPURCHASES

The Directors believe that it is in the best interest of the Company and its shareholders to have general authority from shareholders to enable the Directors to exercise the Company’s powers to repurchase Shares of the Company on the Stock Exchange. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per share and/or earnings per share and will only be made when the Directors believe that such repurchases will benefit the Company and its shareholders.

FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds entirely from the Company’s available cashflow or working capital facilities and will be made out of funds legally available for such purpose (such as distributable profits of the Company or the proceeds of a fresh issue of Shares) in accordance with its memorandum and articles of association and the laws of Hong Kong.

— 4 —

EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

APPENDIX I

There might be material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements contained in the Annual Report for the year ended 31 December 2004) in the event that the proposed repurchases were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing levels of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

DISCLOSURE OF INTERESTS

None of the Directors nor, to the best of the knowledge of the Directors, having made all reasonable enquiries, any of their associates, has any present intention to sell any Shares to the Company or any of its subsidiaries in the event that the Repurchase Mandate is approved by the shareholders.

No connected person of the Company has notified the Company that he/she has a present intention to sell any Shares to the Company or he/she has undertaken not to sell any of the Shares held by him/her to the Company, in the event that the Company is authorised to exercise the Repurchase Mandate.

UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the power of the Company to make repurchases pursuant to the proposed resolution in accordance with the Listing Rules and the applicable laws of Hong Kong.

EFFECT OF THE TAKEOVERS CODE

If as a result of a repurchase of Shares, a shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. In certain circumstances, a shareholder or a group of shareholders acting in concert could as a result of such increase obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, China Overseas Holdings Limited (“COHL”) beneficially owned 3,247,956,800 Shares, representing approximately 50.44% of the total issued share capital of the Company. COHL is ultimately beneficially owned by CSCEC which is a state-owned enterprise established in the People’s Republic of China.

In the event that the Directors exercised in full the power to repurchase the Shares, the shareholding of COHL (if the present shareholding otherwise remained unchanged) would be increased to approximately 56.05% of the then issued share capital of the Company. COHL would not give rise to an obligation to make a mandatory offer under Rule 26 under the Takeovers Code as a result of the Repurchase Mandate was exercised in full.

— 5 —

APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

Assuming that there is no further issue of shares in the Company between the Latest Practicable Date and date of repurchase, the exercise of the Repurchase Mandate whether in whole or in part will not result in less than 25% of the issued share capital of the Company being held by the public as required by Rule 8.08 of the Listing Rules.

The Directors have no intention to exercise the Repurchase Mandate to such an extent that would result in a requirement of COHL to make a general offer under the Takeovers Code or the number of Shares in the hands of public falls below the prescribed minimum percentage of 25%.

SHARE REPURCHASES MADE BY THE COMPANY

The Company had not repurchased any Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

SHARE PRICES

The highest and lowest prices at which the Shares of the Company were traded on the Stock Exchange during each of the previous 12 months and the period from 1 April to 8 April 2005 were as follows:

	Highest	Lowest
	HK$	HK$
2004
April	1.850	1.230
May	1.390	1.050
June	1.360	1.150
July	1.570	1.300
August	1.620	1.320
September	1.780	1.540
October	1.830	1.640
November	1.900	1.630
December	1.960	1.690
2005
January	2.050	1.820
February	2.150	1.890
March	2.025	1.650
the period from 1 April to 8 April	1.830	1.700

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BIOGRAPHICAL DETAILS OF DIRECTORS OFFERING THEMSELVES FOR RE-ELECTION

APPENDIX II

Mr. YAO Peifu Vice Chairman

Aged 57, graduated from Shanghai Tongji University. Mr. Yao joined CSCEC in 1971 and was seconded to the Group in 1987. He was appointed an executive director of the Company in 1993 and became a vice chairman of the Company in 1996. He is the director of certain subsidiaries of the Group and also a director of China Overseas Holdings Limited. He has over 35 years experience in structural engineering, project management and property development.

As at the Latest Practicable Date, Mr. Yao was interested in 4,000,000 shares in the Company and has share option to subscribe for a total of 22,180,000 shares of the Company, representing in total 0.41% of the issued share capital of the Company.

There is currently no service contract signed between the Company and Mr. Yao for services as director. However, he has entered into employment contract with the Company. Mr. Yao’s current remuneration package entails total fixed annual remuneration of HKD2.76 million and discretionary bonuses pegged to performance. Such emoluments are determined by reference to job responsibilities, the prevailing market conditions and the Company’s operating performance and profitability. Mr. Yao was not appointed for a specific term but is subject to retirement by rotation and re-election in accordance with the Articles of Association of the Company.

Save as disclosed above, Mr. Yao does not (1) have any relationship with any directors, senior management or substantial or controlling shareholder of the Company, (2) have any interest in shares of the Company (as defined in Part XV of the Securities and Futures Ordinance), (3) hold any directorship in listed public company in the last three years and (4) have any matters that need to be brought to the attention of the shareholders of the Company.

Mr. CUI Duosheng Vice Chairman

Aged 57, graduated from Harbin University of Civil Engineering and Architecture and was a professor at both Harbin Institute of Technology and Zhejiang University. Mr. Cui joined CSCEC in 1982 and was seconded to the Group in 1988 and was appointed an executive director of the Company in 1996. He is also a director of China Overseas Holdings Limited. He has over 33 years experience in administration, personnel and public relations management. Mr. Cui will be appointed as vice chairman of the board with effect from 22 March 2005.

As at the Latest Practicable Date, Mr. Cui was interested in 2,940,000 shares in the Company and has share option to subscribe for a total of 13,440,000 shares of the Company, representing in total 0.25% of the issued share capital of the Company.

There is currently no service contract signed between the Company and Mr. Cui for services as director. However, he has entered into employment contract with the Company. Mr. Cui’s current remuneration package entails total fixed annual remuneration of HKD2.76 million and discretionary

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BIOGRAPHICAL DETAILS OF DIRECTORS OFFERING THEMSELVES FOR RE-ELECTION

APPENDIX II

bonuses pegged to performance. Such emoluments are determined by reference to job responsibilities, the prevailing market conditions and the Company’s operating performance and profitability. Mr. Cui was not appointed for a specific term but is subject to retirement by rotation and re-election in accordance with the Articles of Association of the Company.

Save as disclosed above, Mr. Cui does not (1) have any relationship with any directors, senior management or substantial or controlling shareholder of the Company, (2) have any interest in shares of the Company (as defined in Part XV of the Securities and Futures Ordinance), (3) hold any directorship in listed public company in the last three years and (4) have any matters that need to be brought to the attention of the shareholders of the Company.

Mr. XIAO Xiao Executive Director

Aged 48, joined China State Construction Engineering Corporation in 1982 and joined the Company and its subsidiaries (the “Group”) in 1990. He was appointed a director of a subsidiary of the Company in 1994 and certain others subsequently. Mr. Xiao graduated from Chongqing Architectural University, has 22 years experience in construction and property business.

Mr. Xiao is a director of China Overseas Holdings Limited.

As at the Latest Practicable Date, Mr. Xiao has share option to subscribe for a total of 4,320,000 shares of the Company, representing approximately 0.07% of the issued capital of the Company.

There is currently no service contract signed between the Company and Mr. Xiao for services as director. However, he has entered into employment contract with the Company. Mr. Xiao’s current remuneration package entails total fixed annual remuneration of HKD2,000,000 and discretionary bonuses pegged to performance. Such emoluments are determined by reference to job responsibilities, the prevailing market conditions and the Company’s operating performance and profitability. Mr. Xiao will hold office until the conclusion of the annual general meeting of the Company to be held in 2005 and will then be eligible for re-election. Thereafter, he will be subject to retirement by rotation and re-election at the subsequent annual general meeting of the Company.

Save as disclosed above, Mr. Xiao does not (1) have any relationship with any directors, senior management or substantial or controlling shareholder of the Company, (2) have any interest in shares of the Company (as defined in Part XV of the Securities and Futures Ordinance), (3) hold any directorship in listed public company in the last three years and (4) have any matters that need to be brought to the attention of the shareholders of the Company.

Mr. WANG Man Kwan, Paul Executive Director

Fellow of the Hong Kong Institute of Certified Public Accountants Fellow of the Association of Chartered Certified Accountants

Aged 48, has extensive experience in corporate restructuring and corporate financial services. Mr. Wang joined the Group as General Manager, Finance & Treasury Department on 16 December 2004. Prior to joining the Group, Mr. Wang was Director and Chief Financial Officer of Guangdong

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BIOGRAPHICAL DETAILS OF DIRECTORS OFFERING THEMSELVES FOR RE-ELECTION

APPENDIX II

Investment Limited (“GDI”), a company listed in Hong Kong, and was responsible for all financial and treasury matters of GDI and its subsidiaries. He was also a director of Guangdong Tannery Limited (“GTL”) and Guangdong Brewery Holdings Limited (now known as Kingway Brewery Holdings Limited) (“GBHL”), both are listed in Hong Kong. Mr. Wang ceased to be a director of GDI, GTL and GBHL with effect from 1 December 2004, 22 November 2003 and 23 October 2003 respectively.

Mr. Wang graduated from the Hong Kong Polytechnic (now known as The Hong Kong Polytechnic University) and is a Certified Public Accountant in Hong Kong, a Fellow member of The Association of Chartered Certified Accountants and The Hong Kong Institute of Certified Public Accountants. He is also an Associate member of Certified General Accountants of Canada, The Institute of Chartered Secretaries and Administrators, The Hong Kong Institute of Company Secretaries and The Taxation institute of Hong Kong. Mr. Wang’s previous experience includes working for three years in the Hong Kong Inland Revenue Department, five years in Jardine Matheson (Company Secretary’s Department and JMS Finance), three years in a “Big Four” accounting firm (in Hong Kong and Toronto) and as a director and Chief Operating Officer of a South East Asian Group in charge of operations in China, the Philippines, Indonesia, Singapore, Dubai and Germany.

There is currently no service contract signed between the Company and Mr. Wang for services as director. However, he has entered into employment contract with the Company. Mr. Wang’s current remuneration package entails total fixed annual remuneration of HKD1.8 million and discretionary bonuses pegged to performance. Such emoluments are determined by reference to job responsibilities, the prevailing market conditions and the Company’s operating performance and profitability. Mr. Wang will hold office until the conclusion of the annual general meeting of the Company to be held in 2005 and will then be eligible for re-election. Thereafter, he will be subject to retirement by rotation and re-election at the subsequent annual general meeting of the Company.

Save as disclosed above, as at the Latest Practicable Date, Mr. Wang does not (1) have any relationship with any directors, senior management or substantial or controlling shareholder of the Company, (2) have any interest in shares of the Company (as defined in Part XV of the Securities and Futures Ordinance), (3) hold any directorship in listed public company in the last three years and (4) have any matters that need to be brought to the attention of the shareholders of the Company.

Mr. JIN Xinzhong Executive Director

Aged 39, graduated from Chinese Academy of Social Sciences with a doctoral degree. He was seconded to the Group in 1995 and appointed as director of a subsidiary in the Group in 2000. He is a director of China Overseas Holdings Limited and also the director of certain subsidiaries of the Group. Mr. Jin has 18 years experience in the management and researching experience in business economics.

As at the Latest Practicable Date, Mr. Jin was interested in 270,000 shares in the Company and has share option to subscribe for a total of 2,350,000 shares of the Company, representing in total 0.04% of the issued share capital of the Company.

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BIOGRAPHICAL DETAILS OF DIRECTORS OFFERING THEMSELVES FOR RE-ELECTION

APPENDIX II

There is currently no service contract signed between the Company and Mr. Jin for services as director. However, he has entered into employment contract with the Company. Mr. Jin’s current remuneration package entails total fixed annual remuneration of HKD1.2 million and discretionary bonuses pegged to performance. Such emoluments are determined by reference to job responsibilities, the prevailing market conditions and the Company’s operating performance and profitability. Mr. Jin will hold office until the conclusion of the annual general meeting of the Company to be held in 2005 and will then be eligible for re-election. Thereafter, he will be subject to retirement by rotation and re-election at the subsequent annual general meeting of the Company.

Save as disclosed above, Mr. Jin does not (1) have any relationship with any directors, senior management or substantial or controlling shareholder of the Company, (2) have any interest in shares of the Company (as defined in Part XV of the Securities and Futures Ordinance), (3) hold any directorship in listed public company in the last three years and (4) have any matters that need to be brought to the attention of the shareholders of the Company.

Mr. CHEUNG Shiu Kit Non-Executive Director Fellow of The Hong Kong Institute of Real Estate Administration

Aged 51, joined the Group in 1984 and was appointed an executive director of the Company in 1993 and has been re-designated as non-executive director of the Company with effect from 7 April 2005. He is the director of certain subsidiaries of the Group and also a director of China Overseas Holdings Limited and certain of its subsidiaries. He was the ex-president of The Hong Kong Institute of Real Estate Administration, vice president of The Hong Kong Association for the Advancement of Real Estate and Construction Technology Limited and a member of the Hong Kong Housing Society. He has extensive experience in civil engineering and property development.

As at the Latest Practicable Date, Mr. Cheung has share option to subscribe for a total of 3,880,000 shares of the Company, representing approximately 0.06% of the issued capital of the Company.

There is currently no service contract signed between the Company and Mr. Cheung for services as director. He will be entitled to directors’ fee approved by shareholders from time to time. Mr. Cheung was not appointed for a specific term but is subject to retirement by rotation and re-election in accordance with the Articles of Association of the Company.

Save as disclosed above, Mr. Cheung does not (1) have any relationship with any directors, senior management or substantial or controlling shareholder of the Company, (2) have any interest in shares of the Company (as defined in Part XV of the Securities and Futures Ordinance), (3) hold any directorship in listed public company in the last three years and (4) have any matters that need to be brought to the attention of the shareholders of the Company.

— 10 —

PROCEDURES FOR VOTING BY POLL AT GENERAL MEETINGS

APPENDIX III

Pursuant to Article 75 of the Articles, every resolution submitted to a general meeting shall be determined on a show of hands in the first instance by the Shareholders present in person, but a poll may be demanded (before or on the declaration of the result of the show of hands or on withdrawal of any other demand for a poll) by the Chairman or by:

• (a) at least 3 Shareholders present in person (or, in the case of a member being a corporation, by its duly authorised representative) or by proxy having the right to vote at the meeting; or

• (b) a Shareholder or Shareholders present in person (or, in the case of a member being a corporation, by its duly authorised representative) or by proxy representing not less than one-tenth of the total voting rights of all the Shareholders having the right to vote at the meeting; or

• (c) a Shareholder or Shareholders present in person (or, in the case of a member being a corporation, by its duly authorised representative) or by proxy holding shares conferring a right to vote at the meeting, being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring the right.

Unless a poll be so demanded and not withdrawn, a declaration by the Chairman that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour or against such resolution.

In accordance with the requirement under Chapter 13 of the Listing Rule, the Company will publish an announcement in newspapers of the results of any voting by poll at the general meeting on the business day following the meeting.

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