Beijing Urban Construction Design & Development Group Co., Limited — Proxy Solicitation & Information Statement 2009

Apr 2, 2009

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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(incorporated in Hong Kong with limited liability)

(Stock Code: 688)

CONTINUING CONNECTED TRANSACTIONS WITH 中國建築股份有限公司

(CHINA STATE CONSTRUCTION & ENGINEERING CORPORATION LIMITED)

On 2 April 2009, the Company and CSCECL entered into the CSCECL Group Engagement Agreement, whereby the Group may engage the CSCECL Group as construction contractor in the PRC upon successful tender for a term of three years commencing from 1 June 2009 and ending on 31 May 2012 subject to the Cap.

CSCECL is the intermediate holding company of the Company. Accordingly, members of the CSCECL Group are connected persons of the Company. The transactions contemplated under the CSCECL Group Engagement Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules.

Since the applicable percentage ratios as defined under Rule 14A.10 of the Listing Rules calculated for the Company in respect of the total contract sum that may be awarded to the CSCECL Group for each year/period under the CSCECL Group Engagement Agreement, i.e. the Cap, exceed 2.5%, the Continuing Connected Transactions are subject to the annual review, reporting, announcement and independent shareholders’ approval requirements. Voting at the EGM will be conducted by poll and CSCECL and its associates will abstain from voting at the EGM.

An independent board committee of the Company comprising all the independent non-executive directors of the Company has been formed to advise the Independent Shareholders in respect of the Continuing Connected Transactions. An independent financial adviser will be appointed to advise the independent board committee of the Company and the Independent Shareholders in this connection.

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A circular containing, among other things, further particulars of the Continuing Connected Transactions together with, the recommendations of the independent board committee of the Company, a letter from the independent financial adviser to the independent board committee of the Company and the Independent Shareholders, and a notice convening the EGM will be despatched to the Shareholders as soon as practicable in accordance with the Listing Rules.

The Shareholders should note that the Cap represents the best estimates by the Directors of the amount of the relevant transaction based on the information currently available. The Cap bears no direct relationships to, nor should be taken to have any direct bearings to, the Group’s financial or potential financial performance. The Group may or may not retain the CSCECL Group to engage in construction works up to the level of the Cap, if at all, as its engagement is subject to tender procedures which are open to other independent third party contractors.

CONTINUING CONNECTED TRANSACTIONS

The Directors expect that the Group will invite the CSCECL Group to participate in competitive tender for the Group’s construction works in the PRC from time to time. In this connection, on 2 April 2009, the Company and CSCECL entered into the CSCECL Group Engagement Agreement for a term of three years commencing from 1 June 2009 and ending on 31 May 2012 whereby the parties agreed that:

• (a) the CSCECL Group may tender for the Group’s construction works in the PRC in accordance with the tendering procedure of the Group from time to time and on the same and normal terms as offered to other independent third party construction contractors;

• (b) if any contract is granted in favour of the CSCECL Group as a result of the above tender, the CSCECL Group may act as construction contractor for the Group in the PRC based on the terms of the successful tender provided that the total contract sum that may be awarded by the Group to the CSCECL Group for the period between 1 June 2009 and 31 December 2009 shall not exceed RMB933.3 million (approximately HK$1,060.6 million), for each of the two years ending 31 December 2011 shall not exceed RMB1,600 million (approximately HK$1,818 million), and for the period between 1 January 2012 and 31 May 2012 shall not exceed RMB666.7 million (approximately HK$757.6 million) (i.e. the Cap); and

• (c) the construction fees payable by the Group to the CSCECL Group will be settled pursuant to the payment terms set out in the tender documents for the specific construction contracts.

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The Cap is calculated with reference to the following factors:

• (i) total contract sum of new construction projects of the Group in the PRC in each of the past three financial years ended 31 December 2008 of approximately RMB4,060 million, RMB7,440 million and RMB13,668 million respectively; and

• (ii) total estimated contract sum of new construction projects of the Group in the PRC in the three-year period commencing from 1 June 2009 and ending on 31 May 2012, estimated with reference to the Group’s future growth and expansion in its land reserves in the PRC for such period.

The CSCECL Group Engagement Agreement (together with the Cap) will take effect conditional upon the Independent Shareholders’ approval having been obtained at the EGM.

REASONS FOR THE CONTINUING CONNECTED TRANSACTIONS

The Group is principally engaged in investment holding, property investment and property development.

CSCECL is a contractor mainly participating in the PRC construction market.

On 7 June 2006, the Company entered into an engagement agreement with CSCEC, which served as the basis for the Group to award construction contracts to certain subsidiaries of CSCEC in the PRC upon successful tender for each of the financial years from 2006 to 2008 in compliance with the connected transaction requirements under the Listing Rules. The continuing connected transactions and the related annual cap under such engagement agreement with CSCEC were announced by the Company on 7 June 2006 and were approved by the Independent Shareholders on 12 July 2006.

As such engagement agreement with CSCEC has expired on 31 December 2008, and the related construction businesses of CSCEC has been transferred to CSCECL after an internal organisation of CSCEC in 2007, the Company entered into the new CSCECL Group Engagement Agreement with CSCECL.

The aggregate amount of total contract sum awarded to CSCEC under such previous engagement agreement for each of the three years ended 31 December 2008 was RMB784 million, RMB1,271 million and RMB1,505 million respectively.

On the same date of the CSCECL Group Engagement Agreement, the Company also entered into an engagement agreement with CSC, which served as the basis for the Company to award construction contracts to the CSC Group in compliance with the connected transaction requirements under the Listing Rules. Further details of the

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CSC Group Engagement Agreement are set out in the joint announcement of the Company and CSC issued on 2 April 2009. The annual total contract sum that may be awarded by the Company under such arrangement to CSC is separate and distinct from the Cap.

CSCECL has a vast network of construction subsidiaries in the PRC. The CSCECL Group Engagement Agreement, in addition to the CSC Group Engagement Agreement, provides the Company with the option to engage the CSCECL Group (subject to successful tender) as construction contractor in the construction of its property development projects in the PRC.

The Directors (other than the independent non-executive directors of the Company whose opinion will be provided after reviewing the advice of the independent financial adviser) consider that the Continuing Connected Transactions are expected to be entered into in the ordinary and usual course of business of the Group, and the CSCECL Group Engagement Agreement (together with the Cap) has been entered into on normal commercial terms after arm’s length negotiations between the parties, and the terms of the Continuing Connected Transactions (together with the Cap) are fair and reasonable and in the interests of the Shareholders as a whole.

GENERAL

CSCECL is the intermediate holding company of the Company. Accordingly, members of the CSCECL Group are connected persons of the Company. The transactions contemplated under the CSCECL Group Engagement Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules.

Since the applicable percentage ratios as defined under Rule 14A.10 of the Listing Rules calculated for the Company in respect of the total contract sum that may be awarded to the CSCECL Group for each year/period under the CSCECL Group Engagement Agreement, i.e. the Cap, exceed 2.5%, the Continuing Connected Transactions are subject to the annual review, reporting, announcement and independent shareholders’ approval requirements. Voting at the EGM will be conducted by poll and CSCECL and its associates will abstain from voting at the EGM.

An independent board committee of the Company comprising all the independent non-executive directors of the Company has been formed to advise the Independent Shareholders in respect of the Continuing Connected Transactions. An independent financial adviser will be appointed to advise the independent board committee of the Company and the Independent Shareholders in this connection.

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A circular containing, among other things, further particulars of the Continuing Connected Transactions together with, the recommendations of the independent board committee of the Company, a letter from the independent financial adviser to the independent board committee of the Company and the Independent Shareholders, and a notice convening the EGM will be despatched to the Shareholders as soon as practicable in accordance with the Listing Rules.

The Shareholders should note that the Cap represents the best estimates by the Directors of the amount of the relevant transaction based on the information currently available. The Cap bears no direct relationships to, nor should be taken to have any direct bearings to, the Group’s financial or potential financial performance. The Group may or may not retain the CSCECL Group to engage in construction works up to the level of the Cap, if at all, as its engagement is subject to tender procedures which are open to other independent third party contractors.

DEFINITIONS

In this announcement, the following expressions shall have the meanings set out below unless the context requires otherwise:

“associate(s)”, each has the meaning ascribed to it in the Listing Rules; “connected person(s)”, “subsidiary(ies)” “Cap” the maximum total contract sum of the construction contracts that may be awarded by the Group to the CSCECL Group for each year/period under the CSCECL Group Engagement Agreement;

“Company” China Overseas Land & Investment Ltd., a company incorporated in Hong Kong with limited liability and whose shares are listed on the Main Board of the Stock Exchange (stock code: 688);

“Continuing Connected the transaction as described under the section headed Transactions” “Continuing Connected Transactions” in this announcement; “CSC” China State Construction International Holdings Limited, a company incorporated in the Cayman Islands with limited liability and whose shares are listed on the Main Board of the Stock Exchange (stock code: 3311);

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• “CSC Group”

• CSC and its subsidiaries from time to time;

• “CSC Group Engagement Agreement”

• the engagement agreement entered into between the Company and CSC on 2 April 2009 in respect of the engagement by the Group of the CSC Group as construction contractor for the Group in the PRC, Hong Kong and Macau, details of which are set out in the announcement jointly issued by the Company and CSC on 2 April 2009;

• “CSCEC”

• 中國建築工程總公司 (China State Construction Engineering Corporation), a state-owned corporation organised and existing under the laws of the PRC, being the ultimate holding company of the Company;

• “CSCECL”

• 中國建築股份有限公司 (China State Construction & Engineering Corporation Limited), a joint stock company incorporated in the PRC which is held as to 94% by CSCEC;

• “CSCECL Group”

• CSCECL and its subsidiaries (excluding the Company, CSC and their respective subsidiaries) from time to time;

• “CSCECL Group Engagement Agreement”

• the engagement agreement entered into between the Company and CSCECL on 2 April 2009 in respect of the engagement by the Group of the CSCECL Group as construction contractor for the Group in the PRC;

• “Directors”

• the directors of the Company;

• “EGM”

• the extraordinary general meeting of the Company to be held to consider and approve, among other things, the CSCECL Group Engagement Agreement and the transactions contemplated thereunder;

• “Group”

• “Hong Kong”

• the Company and its subsidiaries from time to time; the Hong Kong Special Administrative Region of the PRC;

• “HK$”

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong; “Independent the Shareholder(s), other than CSCECL and its Shareholder(s)” associates;

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“Listing Rules” The Rules Governing the Listing of Securities on the Stock Exchange; “Macau” the Macao Special Administrative Region of the PRC; “PRC” the People’s Republic of China, which for the purpose of this announcement excludes Hong Kong, Macau and Taiwan; “RMB” Renminbi, the lawful currency of the PRC; “Shareholder(s)” the shareholder(s) of the Company from time to time; “Stock Exchange” The Stock Exchange of Hong Kong Limited; and “%” per cent..

Unless otherwise specified in this announcement, amounts denominated in Renminbi have been converted, for the purpose of illustration only, into Hong Kong dollars at the rate of RMB0.88 = HK$1.00. The exchange rate is for the purpose of illustration only and does not constitute a representation that any amount has been, could have been or may be converted at the above rate or any other rates.

By order of the Board China Overseas Land & Investment Ltd. Kong Qingping Chairman

Hong Kong, 2 April 2009

As at the date of this announcement, Messrs. Kong Qingping (Chairman), Hao Jian Min (Vice Chairman and Chief Executive Officer), Xiao Xiao (Vice Chairman), Wu Jianbin, Chen Bin, Zhu Yijian, Luo Liang and Wang Man Kwan, Paul are executive directors; and Messrs. Li Kwok Po, David, Lam Kwong Siu, Wong Ying Ho, Kennedy and Madam Fan Hsu Lai Tai, Rita are the independent non-executive directors of the Company.

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