Beijing Urban Construction Design & Development Group Co., Limited — Proxy Solicitation & Information Statement 2007

Nov 29, 2007

(incorporated in Hong Kong with limited liability)

(Stock Code: 688)

FORM OF PROXY FOR

THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 27 DECEMBER 2007 AND ANY ADJOURNMENT THEREOF

I/We[1]

of

being the registered holder(s) of[2]

shares (“ Shares ”) of HK$0.10 each in the

capital of China Overseas Land & Investment Ltd. (the “ Company ”), HEREBY APPOINT THE CHAIRMAN OF THE MEETING[3] , or of or failing him/her of

as my/our proxy to attend and act for me/us and on my/our behalf at the extraordinary general meeting of the Company to be held at 11/F., Three Pacific Place, 1 Queen’s Road East, Hong Kong on Thursday, 27 December 2007 at 11:00 a.m. (and any adjournment thereof) (the “ Meeting ”) for the purpose of considering and, if thought fit, passing the ordinary resolution as set out in the notice convening the Meeting (the “ Notice ”) and at the Meeting to vote for me/us and in my/our name(s) in respect of such resolution as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit. My/Our proxy will also be entitled to vote on any matter properly put to the Meeting in such manner as he/she thinks fit.

Ordinary Resolution For[4] Against[4] To approve, confirm and ratify the Shareholders’ Agreement (as defined in the Notice) and all the transactions contemplated thereunder

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Signature[5] Date

Notes:

1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS . The names of all joint registered holders should be stated.

2. Please insert the number of Shares registered in your name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all Shares registered in your name(s).

3. If any proxy other than the Chairman of the Meeting is preferred, strike out “the Chairman of the Meeting” and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT .

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK IN THE BOX MARKED “AGAINST”. If no direction is given, your proxy may vote or abstain as he/she thinks fit. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer, attorney or other person duly authorised to sign the same.

6. In order to be valid, this 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 of authority, must be deposited at the Company’s share registrar, Tricor Standard Limited, 26/F., Tesbury Centre, 28 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof (as the case may be).

7. Where there are joint registered holders of any Shares, any one of such joint registered holders may vote, either in person or by proxy, in respect of such Shares as if he/she was solely entitled thereto; but if more than one of such joint registered holders are present at the Meeting, whether in person or by proxy, the joint registered holder so present whose name stands first on the register of members in respect of such Shares shall be accepted to the exclusion of the votes of the other joint registered holders.

8. The proxy need not be a member of the Company but must attend the Meeting in person to represent you.

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

10. The Notice of Extraordinary General Meeting is set out in the Company’s circular dated 30 November 2007.