Beijing Urban Construction Design & Development Group Co., Limited — Proxy Solicitation & Information Statement 2006

Jun 21, 2006

(Incorporated in Hong Kong with limited liability)

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(Stock Code: 688)

NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING TO BE HELD ON 12 JULY 2006 IN RELATION TO CSCEC GROUP ENGAGEMENT AGREEMENT AND THE CONTINUING CONNECTED TRANSACTION CONTEMPLATED THEREUNDER

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the shareholders of China Overseas Land & Investment Ltd. (the “ Company ”) will be held at 11/F., Three Pacific Place, 1 Queen’s Road East, Hong Kong on Wednesday, 12 July 2006 immediately after conclusion of the extraordinary general meeting of the Company which is scheduled to be held at 3:00 p.m. on the same date to approve a proposed bonus issue of warrants, for the purpose of considering and, if thought fit, passing the following resolution as ordinary resolution of the Company:

ORDINARY RESOLUTION

“THAT:

• (a) (i) the CSCEC Group Engagement Agreement (as defined in the circular of the Company dated 22 June 2006 (the “ Circular ”)), (a copy of which is tabled at the meeting and marked “A” and initialled by the chairman of the meeting for identification purpose) and the continuing connected transaction contemplated thereunder and the implementation thereof be and are hereby approved, ratified and confirmed;

  • (ii) the Cap (as defined in the Circular) for the three financial years ending 31 December 2008 be and is hereby approved;

  • (b) any one director of the Company, or any two directors of the Company if the affixation of the common seal is necessary, be and is/are hereby authorised for and on behalf of the Company to execute all such other documents, instruments and agreements and to do all such acts or things deemed by him/her to be incidental to, ancillary to or in connection with the matters contemplated in the CSCEC Group Engagement Agreement.”

By Order of the Board China Overseas Land & Investment Ltd. Kong Qingping Chairman and Chief Executive

Hong Kong, 22 June 2006

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Registered office:

10/F., Three Pacific Place, 1 Queen’s Road East, Hong Kong

Notes:

• (1) Any member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him/her. A proxy need not be a member of the Company.

• (2) The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing or, if the appointor is a corporation, either under its common seal or under the hand of an officer, attorney or other person authorised to sign the same.

• (3) In order to be valid, the form of proxy, together with the power of attorney (if any) or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, must be deposited at the office of the Company’s share registrar, Standard Registrars Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Hong Kong, not less than 48 hours before the time appointed for holding the meeting or any adjourned meeting thereof (as the case may be).

• (4) Where there are joint registered holders of any share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the meeting, whether in person or by proxy, the joint registered holders present whose name stands first on the register of members in respect of the shares shall be accepted to the exclusion of the votes of the other registered holders.

• (5) Completion and return of the form of proxy will not preclude members from attending and voting in person at the meeting or at any adjourned meeting thereof (as the case may be) should they so wish, and in such event, the form of proxy shall be deemed to be revoked.

• (6) The register of members of the Company will be closed, for the purpose of determining the identity of members who are entitled to attend and vote at the meeting, from 3 July 2006 (Monday) to 12 July 2006 (Wednesday), both days inclusive, during which period no transfers of shares will be effected. In order to be entitled to attend the meeting, all transfer documents accompanied by the relevant share certificates must be lodged with the registrar of the Company, Standard Registrars Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Hong Kong not later than 4:00 p.m. on 30 June 2006 (Friday).

As at the date of this announcement, the Board of Directors of the Company comprises Mr. Kong Qingping (Chairman and Chief Executive), Mr. Cui Duosheng (Vice Chairman), Mr. Yao Peifu (Vice Chairman), Mr. Hao Jian Min, Mr. Wu Jianbin, Mr. Xiao Xiao, Mr. Jin Xinzhong and Mr. Wang Man Kwan, Paul as Executive Directors, Mr. Cheung Shiu Kit as a Non-Executive Director and Dr. Li Kwok Po, David, Mr. Lam Kwong Siu and Mr. Wong Ying Ho, Kennedy as Independent Non-executive Directors.

The circular of China Overseas Land & Investment Ltd. dated 22 June 2006 containing the above notice will be despatched on 22 June 2006.

Please also refer to the published version of this announcement in The Standard.

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