Beijing Urban Construction Design & Development Group Co., Limited — Proxy Solicitation & Information Statement 2010

Apr 19, 2010

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 licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China Overseas Land & Investment Ltd., you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, makes 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 circular.

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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) AND NOTICE OF EXTRAORDINARY GENERAL MEETING

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

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A letter from the Board is set out on pages 4 to 8 of this circular and a letter from the Independent Board Committee is set out on pages 9 to 10 of this circular. A letter from Access Capital, the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders, is set out on pages 11 to 20 of this circular.

A notice convening the EGM to be held at 3:20 p.m. on Wednesday, 9 June 2010 (or as soon thereafter as the annual general meeting of the Company convened at the same place and date at 3:00 p.m. shall have concluded or adjourned) at Concord Room I, 8/F, Renaissance Harbour View Hotel, 1 Harbour Road, Wanchai, Hong Kong is set out on pages 26 to 27 of this circular. Whether or not you are able to attend the EGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the registrar of China Overseas Land & Investment Ltd., Tricor Standard Limited, at 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). Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting and any adjourned meeting (as the case may be) should you so wish.

20 April 2010

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Letter from Access Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Appendix — General Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	21
Notice of Extraordinary General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	26
Accompanying document:
— form of proxy

— i —

DEFINITIONS

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

“associate(s)”, “connected each has the meaning ascribed to it in the Listing Rules; person(s)”, “subsidiary(ies)”

• “Board”

the board of Directors;

• “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 in the paragraph headed Transactions” “Continuing Connected Transactions” under the section headed “Letter from the Board” in this circular; “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);

• “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 People’s Republic of China, 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 People’s Republic of China held as to 52.99% by CSCEC;

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

• “Directors” the directors of the Company; “EGM” the extraordinary general meeting of the Company to be held to consider and, if thought fit, to approve, among other things, the New CSCECL Group Engagement Agreement and the transactions contemplated thereunder;

• “Group” the Company and its subsidiaries from time to time; “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;

— 1 —

DEFINITIONS

• “Independent Board Committee”

an independent committee of the Board, consisting of Dr. Li Kwok Po, David, Mr. Lam Kwong Siu, Dr. Wong Ying Ho, Kennedy and Madam Fan Hsu Lai Tai, Rita, all being independent non-executive Directors;

• “Independent Financial Adviser” or “Access Capital”

Access Capital Limited, the independent financial adviser to the Independent Board Committee and the Independent Shareholders in relation to the entering into of the New CSCECL Group Engagement Agreement and a corporation licensed to carry out type 1 (dealings in securities), type 4 (advising on securities), type 6 (advising on corporate finance) and type 9 (asset management) regulated activities under the SFO;

• “Independent Shareholder(s)” the Shareholder(s), other than CSCECL and its associates;

• “Latest Practicable Date”

• 14 April 2010, 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;

• “Macau”

• the Macao Special Administrative Region of the People’s Republic of China;

• “Mainland China”

• the People’s Republic of China, which for the purpose of this circular excludes Hong Kong, Macau and Taiwan;

• “New 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 New CSCECL Group Engagement Agreement;

• “New CSCECL Group the new engagement agreement dated 30 March 2010 between Engagement Agreement” the Company and CSCECL in respect of the engagement by the Group of the CSCECL Group as construction contractor for the Group in the Mainland China;

• “Original Cap”

the maximum total contract sum of the construction contracts that may be awarded by the Group to the CSCECL Group under the Original CSCECL Group Engagement Agreement of RMB933.3 million for the period between 1 June 2009 and 31 December 2009, RMB1,600 million for each of the two years ending 31 December 2011 and RMB666.7 million for the period between 1 January 2012 and 31 May 2012;

— 2 —

DEFINITIONS

“Original CSCECL Group	the engagement agreement dated 2 April 2009 between the
Engagement Agreement”	Company and CSCECL in respect of the engagement by the
	Group of the CSCECL Group as construction contractor for
	the Group in the Mainland China, details of which are set out
	in the announcement issued by the Company on 2 April 2009;
“RMB”	Renminbi, the lawful currency of the People’s Republic of
	China;
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong);
“Share(s)”	ordinary share(s) of the Company of HK$0.10 each;
“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 circular, 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.

* The English names are only translations of the official Chinese names. In case of inconsistency, the Chinese names prevail.

— 3 —

LETTER FROM THE BOARD

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(incorporated in Hong Kong with limited liability)

(Stock Code: 688)

Executive Directors:

Mr. Kong Qingping (Chairman) Mr. Hao Jian Min (Vice Chairman and Chief Executive Officer) Mr. Xiao Xiao (Vice Chairman) Mr. Chen Bin Mr. Dong Daping Mr. Nip Yun Wing Mr. Luo Liang Mr. Lin Xiaofeng

Registered Office: 10/F, Three Pacific Place, 1 Queen’s Road East, Hong Kong

Non-executive Directors:

Mr. Wu Jianbin (Vice Chairman)

Independent Non-executive Directors:

Dr. Li Kwok Po, David Mr. Lam Kwong Siu Dr. Wong Ying Ho, Kennedy Madam Fan Hsu Lai Tai, Rita

20 April 2010

To the Shareholders

Dear Sir or Madam,

CONTINUING CONNECTED TRANSACTIONS WITH 中國建築股份有限公司 (CHINA STATE CONSTRUCTION ENGINEERING CORPORATION LIMITED) AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 30 March 2010, announcing that, on 30 March 2010, the Company and CSCECL entered into the New CSCECL Group Engagement Agreement, whereby the Group may engage the CSCECL Group as construction contractor in the Mainland China upon successful tender for a term of three years commencing from 1 July 2010 and ending on 30 June 2013 subject to the New Cap.

— 4 —

LETTER FROM THE BOARD

The purpose of this circular is to provide you with, among other things,

• the particulars of the New CSCECL Group Engagement Agreement (together with the New Cap);

• the letter from the Independent Board Committee with their view on the New CSCECL Group Engagement Agreement and the transactions contemplated thereunder (together with the New Cap); and

• the letter from Access Capital with their advice on the New CSCECL Group Engagement Agreement and the transactions contemplated thereunder (together with the New Cap) to the Independent Board Committee and the Independent Shareholders,

as well as to seek the approval of the Independent Shareholders in respect of the entering into of the New CSCECL Group Engagement Agreement and the transactions contemplated thereunder (together with the New Cap).

BACKGROUND

Reference is made to the announcement of the Company dated 2 April 2009 regarding the Original CSCECL Group Engagement Agreement for the engagement by the Group of the CSCECL Group as construction contractor for the Group in the Mainland China.

With the continued rapid growth of the Group, and based on estimates of contract sum of new construction projects of the Group in the Mainland China, the Directors expect that the Original Cap for each of the two years ending 2011 and the period between 1 January 2012 and 31 May 2012 under the Original CSCECL Group Engagement Agreement will not be sufficient for the Group’s requirement. On 30 March 2010, the Company and CSCECL entered into the New CSCECL Group Engagement Agreement, the terms of which are set out below.

CONTINUING CONNECTED TRANSACTIONS

Under the New CSCECL Group Engagement Agreement, the Group may engage the CSCECL Group as construction contractor in the Mainland China upon successful tender for a term of three years commencing from 1 July 2010 and ending on 30 June 2013 subject to the New Cap. The parties also agreed that:

• (a) the CSCECL Group may tender for the Group’s construction works in the Mainland China 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 Mainland China 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 July 2010 and 31 December 2010, together with the total contract sum actually awarded by the Group to the

— 5 —

LETTER FROM THE BOARD

CSCECL Group under the Original CSCECL Group Engagement Agreement for the period between 1 January 2010 and 30 June 2010 which is estimated to be of approximately RMB1,000 million (approximately HK$1,136.4 million), shall not exceed RMB4,500 million (approximately HK$5,113.6 million), for each of the two years ending 31 December 2012 shall not exceed RMB5,000 million (approximately HK$5,681.8 million), and for the period between 1 January 2013 and 30 June 2013 shall not exceed RMB2,500 million (approximately HK$2,840.9 million) (i.e. the New 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.

The above scope of engagement is the same as that of the Original CSCECL Group Engagement Agreement except that the Original Cap is replaced by the New Cap and the term of engagement under the New CSCECL Group Engagement Agreement expires on 30 June 2013.

The New Cap is calculated with reference to the following factors:

• (i) total contract sum of new construction projects of the Group in the Mainland China in each of the past three financial years ended 31 December 2009 of approximately RMB7,440 million, RMB13,668 million and RMB18,558 million respectively (approximately HK$8,454.5 million, HK$15,531.8 million and HK$21,088.6 million respectively); and

• (ii) total estimated contract sum of new construction projects of the Group in the Mainland China in the three-year period commencing from 1 July 2010 and ending on 30 June 2013, estimated with reference to the Group’s future growth and expansion in its land reserves in the Mainland China for such period. For this purpose, it is estimated that the annual total contract sum of new construction projects of the Group in the Mainland China will represent an increase of approximately 30% for the years 2010 and 2011 and approximately 20% for the years 2012 and 2013. It is also estimated that for each of the years from 2010 to 2013, the total contract sum that may be awarded by the Group to the CSCECL Group will represent less than 20% of the total contract sum of new construction projects of the Group in the Mainland China.

The New CSCECL Group Engagement Agreement (together with the New Cap) is conditional upon the Independent Shareholders’ approval having been obtained at the EGM. After the New CSCECL Group Engagement Agreement having become effective, it will replace the Original CSCECL Group Engagement Agreement such that the Original CSCECL Group Engagement Agreement be terminated immediately before the New CSCECL Group Engagement Agreement taking effect.

Reasons for the New CSCECL Group Engagement Agreement

CSCECL has a vast network of construction subsidiaries in the Mainland China. The New CSCECL 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 Mainland China subject to the New Cap.

— 6 —

LETTER FROM THE BOARD

With the continued rapid growth of the Group, and based on estimates of contract sum of new construction projects of the Group in the Mainland China, the Directors expect that the Original Cap for each of the two years ending 2011 and the period between 1 January 2012 and 31 May 2012 under the Original CSCECL Group Engagement Agreement will not be sufficient for the Group’s requirement.

The Directors (including the independent non-executive Directors whose view have been set out in this circular together with 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 New CSCECL Group Engagement Agreement (together with the New 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 New Cap) are fair and reasonable and in the interests of the Shareholders as a whole.

Implications under the Listing Rules

CSCECL is the intermediate holding company of the Company which is interested in approximately 53.09% of the issued share capital of the Company. Accordingly, members of the CSCECL Group are connected persons of the Company. The transactions contemplated under the New 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 New CSCECL Group Engagement Agreement, i.e. the New 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.

Shareholders should note that the New Cap represents the best estimates by the Directors of the amount of the relevant transaction based on the information currently available. The New 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 New Cap, if at all, as its engagement is subject to tender procedures which are open to other independent third party contractors.

GENERAL

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

CSCECL is a contractor mainly participating in the Mainland China construction market.

The Independent Board Committee comprising all the independent non-executive Directors has been formed to advise the Independent Shareholders in respect of the Continuing Connected Transactions. The Independent Financial Adviser has also be appointed to advise the Independent Board Committee and the Independent Shareholders in this connection.

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LETTER FROM THE BOARD

EXTRAORDINARY GENERAL MEETING

Set out on pages 26 and 27 of this circular is a notice convening the EGM to be held at 3:20 p.m. on Wednesday, 9 June 2010 (or as soon thereafter as the annual general meeting of the Company convened at the same place and date at 3:00 p.m. shall have concluded or adjourned) at Concord Room I, 8/F, Renaissance Harbour View Hotel, 1 Harbour Road, Wanchai, Hong Kong at which an ordinary resolution will be proposed to the Independent Shareholders to consider and, if thought fit, approve the New CSCECL Group Engagement Agreement.

A form of proxy for use at the EGM is enclosed. Whether or not you are able to attend the meeting, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon to the registrar of the Company, Tricor Standard Limited, at 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). Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting and any adjourned meeting (as the case may be) should you so wish.

In accordance with the Rule 13.39(4) of the Listing Rules, voting at the EGM will be conducted by poll. The chairman of the EGM will demand a poll for the resolution to be proposed at the EGM in accordance with the Company’s Articles of Association. CSCECL and its associates, in aggregate holding 4,336,657,308 Shares, will abstain from voting at the EGM. The results of the voting will be announced in accordance with Rule 2.07C of the Listing Rules after the EGM.

RECOMMENDATION

Your attention is drawn to the letter of advice from the Independent Board Committee and the letter from Access Capital as set out on pages 9 to 10 and 11 to 20 respectively to this circular.

Your attention is also drawn to the additional information set out in the appendix to this circular and the notice of the EGM.

Yours faithfully, By Order of the Board China Overseas Land & Investment Ltd. Kong Qingping Chairman

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LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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(incorporated in Hong Kong with limited liability)

(Stock Code: 688)

20 April 2010

To the Independent Shareholders

Dear Sir or Madam,

CONTINUING CONNECTED TRANSACTIONS WITH 中國建築股份有限公司 (CHINA STATE CONSTRUCTION ENGINEERING CORPORATION LIMITED) AND NOTICE OF EXTRAORDINARY GENERAL MEETING

We refer to the circular dated 20 April 2010 (the “ Circular ”) issued by the Company to its Shareholders of which this letter forms part. Terms defined in the Circular shall have the same meanings herein unless the context otherwise requires.

We have been appointed to form the Independent Board Committee to advise the Independent Shareholders as to whether, in our opinion, the New CSCECL Group Engagement Agreement and the transactions contemplated thereunder (together with the New Cap), are on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Access Capital has been appointed to advise the Independent Board Committee and the Independent Shareholders in respect of the terms of the New CSCECL Group Engagement Agreement and the transactions contemplated thereunder (together with the New Cap).

We wish to draw your attention to the letter from the Board, as set out on pages 4 to 8 of this Circular, and the text of a letter of advice from Access Capital, as set out on pages 11 to 20 of this Circular, both of which provide details of the New CSCECL Group Engagement Agreement and the transactions contemplated thereunder (together with the New Cap).

Having considered the terms of the New CSCECL Group Engagement Agreement and the transactions contemplated thereunder (together with the New Cap), the advice of Access Capital and the relevant information contained in the letter from the Board, we are of the opinion that the New CSCECL Group Engagement Agreement and the transactions contemplated thereunder (together with the New Cap), are on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

— 9 —

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

Accordingly, we recommend the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM.

Yours faithfully, For and on behalf of

Independent Board Committee of China Overseas Land & Investment Ltd.

Li Kwok Po, David Lam Kwong Siu Independent Non-executive Director Independent Non-executive Director

Wong Ying Ho, Kennedy Fan Hsu Lai Tai, Rita Independent Non-executive Director Independent Non-executive Director

— 10 —

LETTER FROM ACCESS CAPITAL

The following is the text of the letter of advice from Access Capital to the Independent Board Committee and the Independent Shareholders in relation to the New CSCECL Group Engagement Agreement and the transactions contemplated thereunder (together with the New Cap) prepared for the purpose of incorporation in this circular.

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Suite 606, 6[th] Floor Bank of America Tower 12 Harcourt Road Central Hong Kong

20 April 2010

To the Independent Board Committee and

the Independent Shareholders of China Overseas Land & Investment Ltd.

Dear Sirs,

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

(CHINA STATE CONSTRUCTION ENGINEERING CORPORATION LIMITED)

I. INTRODUCTION

We refer to our appointment as independent financial adviser to advise the Independent Board Committee and the Independent Shareholders with regard to the continuing connected transactions in relation to the New CSCECL Group Engagement Agreement (together with the New Cap).

Reference is made to the announcement of the Company dated 2 April 2009 regarding the Original CSCECL Group Engagement Agreement for the engagement by the Group of the CSCECL Group as construction contractor for the Group in the Mainland China.

Details of the New CSCECL Group Engagement Agreement and the proposed cap amount for the total contract sum for the three years commencing from 1 July 2010 to 30 June 2013 (i.e. the New Cap) are contained in the “Letter from the Board” of the circular to the Shareholders dated 20 April 2010 (the “Circular”), of which this letter forms part. Terms used in this letter shall have the same meanings as those defined in the Circular unless the context otherwise specifies.

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LETTER FROM ACCESS CAPITAL

With the continued rapid growth of the Group, and based on estimates of contract sum of new construction projects of the Group in the Mainland China, the Directors expect that the Original Cap for each of the two years ending 2011 and the period between 1 January 2012 and 31 May 2012 under the Original CSCECL Group Engagement Agreement will not be sufficient for the Group’s requirement. As such, the Company and CSCECL entered into the New CSCECL Group Engagement Agreement on 30 March 2010, whereby the Group may engage the CSCECL Group as construction contractor in the Mainland China upon successful tender for a term of three years commencing from 1 July 2010 and ending on 30 June 2013 subject to the New 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 New CSCECL Group Engagement Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules.

As set out in the “Letter from the Board” of the Circular, after the New CSCECL Group Engagement Agreement having become effective, it will replace the Original CSCECL Group Engagement Agreement such that the Original CSCECL Group Engagement Agreement be terminated immediately before the New CSCECL Group Engagement Agreement taking effect.

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 New CSCECL Group Engagement Agreement, i.e. the New 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.

II. THE INDEPENDENT BOARD COMMITTEE

The Board currently consists of eight executive Directors, namely, Mr. Kong Qingping (Chairman), Mr. Hao Jian Min (Vice Chairman and Chief Executive Officer), Mr. Xiao Xiao (Vice Chairman), Mr. Chen Bin, Mr. Dong Daping, Mr. Nip Yun Wing, Mr. Luo Liang and Mr. Lin Xiaofeng, one non-executive Director, namely, Mr. Wu Jianbin (Vice Chairman), and four independent non-executive Directors, namely, Dr. Li Kwok Po, David, Mr. Lam Kwong Siu, Dr. Wong Ying Ho, Kennedy and Madam Fan Hsu Lai Tai, Rita.

The Independent Board Committee comprising all the independent non-executive Directors, namely, Dr. Li Kwok Po, David, Mr. Lam Kwong Siu, Dr. Wong Ying Ho, Kennedy and Madam Fan Hsu Lai Tai, Rita, has been formed to consider the terms of the Continuing Connected Transactions.

We have been appointed to advise the Independent Board Committee and the Independent Shareholders as to whether the terms of the New CSCECL Group Engagement Agreement and the transactions contemplated thereunder were agreed on normal commercial terms, in the ordinary and usual course of business of the Group and are fair and reasonable so far as the Independent Shareholders are concerned and in the interests of the Company and the Shareholders as a whole and

— 12 —

LETTER FROM ACCESS CAPITAL

to give our opinion in relation to the proposed caps for the transactions contemplated under the New CSCECL Group Engagement Agreement for a term of three years commencing from 1 July 2010 and ending 30 June 2013 (i.e. the New Cap) for their consideration when making their recommendation to the Independent Shareholders.

III. BASIS AND ASSUMPTIONS OF THE ADVICE

In formulating our advice, we have relied solely on the statements, information, opinions and representations for matters relating to the Group contained in the Circular and the information and representations provided to us by the Group and/or its senior management staff and/or the Directors. We have assumed that all such statements, information, opinions and representations for matters relating to the Group contained or referred to in the Circular or otherwise provided or made or given by the Group and/or its senior management staff and/or the Directors and for which it is/they are solely responsible were true and accurate and valid at the time they were made and given and continue to be true and valid as at the date of the Circular. We have assumed that all the opinions and representations for matters relating to the Group made or provided by the Directors and/or the senior management staff of the Group contained in the Circular have been reasonably made after due and careful enquiry. We have also sought and obtained confirmation from the Group and/or its senior management staff and/or the Directors that no material facts have been omitted from the information provided and referred to in the Circular.

We consider that we have reviewed all currently available information and documents which are available to enable us to reach an informed view and to justify our reliance on the information provided so as to provide a reasonable basis for our opinions. We have no reason to doubt the truth, accuracy and completeness of the statements, information, opinions and representations provided to us by the Group and/or its senior management staff and/or the Directors and their respective advisers or to believe that material information has been withheld or omitted from the information provided to us or referred to in the aforesaid documents. We have not, however, carried out an independent verification of the information provided, nor have we conducted an independent investigation into the business and affairs of the Group or any of its subsidiaries.

IV. PRINCIPAL FACTORS AND REASONS CONSIDERED

In formulating our recommendation, we have taken into consideration the following principal factors and reasons:

1.1 Principal business of the Group

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

— 13 —

LETTER FROM ACCESS CAPITAL

1.2 Financial performance and prospects of the Group

Set out below is a summary of the financial results of the Group extracted from the Company’s results announcement for the year ended 31 December 2009 (“2009 Results Announcement”) dated 18 March 2010:

Property development Property investment Other operations Total turnover Profit for the year attributable to owners of the Company	For the year ended 31 December 2009 2008 HK’000 HK’000 36,382,883 17,891,210 195,040 201,792 743,707 799,371 37,321,630 18,892,373 7,468,928 5,048,637	For the year ended 31 December 2009 2008 HK’000 HK’000 36,382,883 17,891,210 195,040 201,792 743,707 799,371 37,321,630 18,892,373 7,468,928 5,048,637
		18,892,373 5,048,637

For the year ended 31 December 2009, the Group recorded an audited turnover of approximately HK$37,321.6 million, representing an increase of approximately 97.5% from approximately HK$18,892.4 million for the year ended 31 December 2008. The turnover generated from the property development continued to be the main source of the Group’s revenue and represented about 97.5% of the Group’s total turnover for the year ended 31 December 2009. Compared with the previous financial year ended 31 December 2008, the turnover generated from property development increased approximately 103.4% from approximately HK$17,891.2 million to approximately HK$36,382.9 million.

As set out in the 2009 Results Announcement, the growth in the gross domestic products of the Mainland China exceeded 8% in year 2009 and certain policies and measures were introduced by the Mainland China government, including the increase of the deposit reserve rate of banks in the first quarter of 2010, in an attempt to combat the threat of inflation. Such policies and measures may slow the growth experienced by Mainland China property market in the year 2010. As such, the management of the Company anticipated that there will be greater volatility and uncertainties in the Mainland China property market, notwithstanding the above, the Company is of the view that, given the Group’s solid foundation, excellent brand name and financial strength, it can maintain its position in the Mainland China real estate industry and achieve steady growth.

Overall, the Group is optimistic about the long-term development of the property market in the Mainland China considering, among other factors, property has become one of the key contributing factors to the economic development of the Mainland China and rapid ongoing urbanisation will continue to be a driving force to the property market for the near future.

— 14 —

LETTER FROM ACCESS CAPITAL

During the financial year ended 31 December 2009, the Group acquired eleven parcels of land located in ten cities in the Mainland China — namely Chengdu, Shanghai, Jinan, Shenyang, Chongqing, Foshan, Ningbo, Hangzhou, Changchun and Zhuhai, which provides an aggregate gross floor area (“GFA”) of approximately 12.1 million square meters (“sq.m.”) (attributable interest of approximately 10.9 million sq.m.).

As at 31 December 2009, the total land reserve of the Group increased to approximately 30.6 million sq.m. (attributable interest of approximately 27.0 million sq.m.) to be developed in the near future or under development in twenty cities or districts including mainland cities, Hong Kong and Macau), which is sufficient to support its development requirement in the coming four to five years.

Set out below is the area of land reserve of the Group from 31 December 2005 to 31 December 2009:

Year				2005	2006	2007	2008	2009
Land	reserves	(million	sq.m.)	10.75	15.23	23.58	24.8	30.6

As set out in the 2009 Results Announcement, it is the intention of the Group to enter into three or four new cities in 2010 and the replenishment of its land reserve shall not be less than 6 million sq.m. Up to the date of the 2009 Results Announcement, the Group has acquired nine pieces of land in eight Mainland China cities in year 2010, with a total GFA of approximately 2.6 million sq.m..

2. Background to and reasons for the Continuing Connected Transactions

2.1 Background of the Continuing Connected Transactions

CSCECL, a contractor mainly participating in the Mainland China construction market, has a vast network of construction subsidiaries in the Mainland China. The New CSCECL 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 Mainland China subject to the New Cap.

On 2 April 2009, the Company and CSCECL entered into the Original CSCECL Group Engagement Agreement, whereby the Group may engage the CSCECL Group as construction contractor in the Mainland China upon successful tender for a term of three years commencing from 1 June 2009 and ending on 31 May 2012 subject to the Original Cap being, RMB933.3 million for the period between 1 June 2009 and 31 December 2009, RMB1,600.0 million for each of the two years ending 31 December 2011 and RMB666.7 million for the period between 1 January 2012 and 31 May 2012.

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LETTER FROM ACCESS CAPITAL

The continuing connected transactions and the Original Cap were announced by the Company on 2 April 2009 and were approved by the then independent Shareholders on 27 May 2009.

As stated in the “Letter from the Board” of the Circular, with the continued rapid growth of the Group, and based on estimates of contract sum of new construction projects of the Group in the Mainland China, the Directors expect that the Original Cap for each of the two years ending 2011 and the period between 1 January 2012 and 31 May 2012 under the Original CSCECL Group Engagement Agreement will not be sufficient for the Group’s requirement.

As set out in the “Letter from the Board” of the Circular, it is estimated that the total contract sum that actually awarded by the Group to the CSCECL Group under the Original CSCECL Group Engagement Agreement for the period between 1 January 2010 to 30 June 2010 totalled to approximately RMB1,000 million (approximately HK$1,136.4 million).

In view of the above, on 30 March 2010, the Company and CSCECL entered into the New CSCECL Group Engagement Agreement, whereby the Group may engage CSCECL Group as construction contractor in the Mainland China upon successful tender for a term of three years commencing from 1 July 2010 and ending on 30 June 2013 subject to the New Cap.

Under the New cap, the maximum total contract sum of construction contracts may be awarded by the Group to the CSCECL Group for the period between 1 July 2010 and 31 December 2010, together with the total contract sum actually awarded by the Group to the CSCECL Group under the Original CSCECL Group Engagement Agreement for the period between 1 January 2010 and 30 June 2010 which is estimated to be of approximately RMB1,000 million (approximately HK$1,136.4 million), shall not exceed RMB4,500 million (approximately HK$5,113.6 million), for each of the two years ending 31 December 2012 shall not exceed RMB5,000 million (approximately HK$5,681.8 million) and for the period between 1 January 2013 and 30 June 2013 shall not exceed RMB2,500 million (approximately HK$2,840.9 million).

The Directors 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 New CSCECL Group Engagement Agreement (together with the New 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 New Cap) are fair and reasonable and in the interests of the Shareholders as a whole.

Given that one of the Group’s principal activities is property development and CSCECL is a contractor mainly participating in the Mainland China construction market, we concur with the Directors’ view that the entering into of the New CSCECL Group Engagement Agreement and the transactions contemplated thereunder fall within the ordinary and usual course of business of the Group.

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LETTER FROM ACCESS CAPITAL

2.2 Terms of the New CSCECL Group Engagement Agreement

Under the New CSCECL Group Engagement Agreement, the Group may engage the CSCECL Group as construction contractor in the Mainland China upon successful tender for a term of three years commencing from 1 July 2010 and ending on 30 June 2013 subject to the New Cap. The parties also agreed that:

• (a) the CSCECL Group may tender for the Group’s construction works in the Mainland China 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 Mainland China 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 July 2010 and 31 December 2010, together with the total contract sum actually awarded by the Group to the CSCECL Group under the Original CSCECL Group Engagement Agreement for the period between 1 January 2010 and 30 June 2010 which is estimated to be of approximately RMB1,000 million (approximately HK$1,136.4 million), shall not exceed RMB4,500 million (approximately HK$5,113.6 million), for each of the two years ending 31 December 2012 shall not exceed RMB5,000 million (approximately HK$5,681.8 million), and for the period between 1 January 2013 and 30 June 2013 shall not exceed RMB2,500 million (approximately HK$2,840.9 million) (i.e. the New 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.

We understand from the management that the construction contracts were awarded (i) through a competitive tender process in accordance with the tendering procedures laid down by the Group from time to time; and (ii) the decision to award a construction contract to selected contractor(s) depends on the recommendation of the independent architectural firm or qualified surveyor who has reviewed and considered the following factors of the selected construction contractor, in particular, its past experience, its financial track record and the latest available financial position, and the estimated cost of the construction project.

Taking into account (i) the background to and reasons for the New CSCECL Group Engagement Agreement set out above; (ii) one of the principal businesses of the Group is property development and is in the ordinary and usual course of business of the Group to engage contractors for the provision of construction works in the Mainland China; (iii) the past satisfactory experience and ongoing working relationship with the CSCECL on the provision of contracting services through successful tender to the Group in the Mainland China; and (iv) the award of the construction contracts is based on the tendering process as mentioned above, we concur with the Directors, and are of the view, that the Continuing Connected Transactions are on normal commercial terms and such terms are fair and reasonable and in the interests of the Company and its Shareholders as a whole.

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LETTER FROM ACCESS CAPITAL

2.3 Rationale for determining the New Cap

The New CSCECL Group Engagement Agreement (together with the New Cap) is conditional upon the Independent Shareholders’ approval having been obtained at the EGM. After the New CSCECL Group Engagement Agreement having become effective, it will replace the Original CSCECL Group Engagement Agreement such that the Original CSCECL Group Engagement Agreement be terminated immediately before the New CSCECL Group Engagement Agreement taking effect.

As set out in the “Letter from the Board” of the Circular, the New Cap is calculated with reference to the following factors:

• (i) total contract sum of new construction projects of the Group in the Mainland China in each of the past three financial years ended 31 December 2009 of approximately RMB7,440 million, RMB13,668 million and RMB18,558 million respectively (approximately HK$8,454.5 million, HK$15,531.8 million and HK$21,088.6 million respectively); and

• (ii) total estimated contract sum of new construction projects of the Group in the Mainland China in the three-year period commencing from 1 July 2010 and ending on 30 June 2013, estimated with reference to the Group’s future growth and expansion in its land reserves in the Mainland China for such period. For this purpose, it is estimated that the annual total contract sum of new construction projects of the Group in Mainland China will represent an increase of approximately 30% for the years 2010 and 2011 and approximately 20% for the years 2012 and 2013. It is also estimated that for each of the years from 2010 to 2013, the total contract sum that may be awarded by the Group to the CSCECL Group will represent less than 20% of the total contract sum of new construction projects of the Group in the Mainland China.

The total contract sum of new construction projects of the Group in the Mainland China in each of the past three financial years ended 31 December 2009 as set out in (i) above, represents a year-on-year increase of approximately 83.7% and 35.8%, respectively.

As set out in the “Letter from the Board” of the Circular, the maximum total contract sum for the period from 1 July 2010 to 31 December 2010, together with the total contract sum awarded by the Group to the CSCECL Group for the period from 1 January 2010 and 30 June 2010 shall not exceed RMB4,500 million (approximately HK$5,113.6 million), such represents approximately 24.2% of the total contract sum of new construction projects of the Group in the Mainland China for the financial year ended 31 December 2009. Based on the estimates made by the Company on the growth of the annual total contract sum of new construction projects of the Group in the Mainland China from year 2010 to 2013, the aforesaid percentage would decrease to less than 20% for each of the years from 2010 to 2013.

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LETTER FROM ACCESS CAPITAL

We also noted that, under the New Cap, the maximum total contract sum for the two years ending 31 December 2012 shall not exceed RMB5,000 million (approximately HK$5,681.8 million) and for the period between 1 January 2013 and 30 June 2013 shall not exceed RMB2,500 million (approximately HK$2,840.9 million), the pro rata amount of the full year cap would be RMB5,000 million (approximately HK$5,681.8 million), such represents an increase of approximately 11.1% to the maximum total contract sum may be awarded by the Group to the CSCECL Group of RMB4,500 million (approximately HK$5,113.6 million) for the year ending 31 December 2010.

Shareholders should note that the actual utilization of the New Cap would depend on a host of factors, including but not limiting to, the relevant construction contracts which will be awarded under the tendering procedures of the Group, the progress of the construction projects of the Group and the scope of works. In this regard, we understand from the management of the Company that the Company will actively monitor the progress and utilization of the New Cap to ensure compliance with the Listing Rules from time to time.

Taking into account that (i) the total land reserves of the Group of over 30.6 million sq.m. as at 31 December 2009 for the Group’s development, representing an increase of approximately 23.4% from the total land reserves of the Group as at 31 December 2008; (ii) the historical contract sum of new construction projects of the Group in the Mainland China; (iii) the total estimated contract sum of new construction projects of the Group in the Mainland China in the three-year period commencing from 1 July 2010 and ending on 30 June 2013; (iv) the entering into the New CSCECL Group Engagement Agreement will quantify the maximum contract sum which may be awarded by the Group, based on the tendering process, to CSCECL Group for the period for the three years commencing from 1 July 2010 to 30 June 2013; and (v) the proven expertise and past satisfactory experience with CSCECL on the provision of the construction services, we are of the view that the New Cap to be fair and reasonable.

V. RECOMMENDATION

After having considered the above principal factors, namely (i) the background to and reasons for the Continuing Connected Transactions; and (ii) the terms of the New CSCECL Group Engagement Agreement (together with the New Cap), we are of the view that terms of the New CSCECL Group Engagement Agreement and the transactions contemplated thereunder (together with the New Cap) are on normal commercial terms, in the ordinary and usual course of business of the Group and are fair and reasonable so far as the Independent Shareholders are concerned and are in the interests of the Company and the Shareholders as a whole.

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LETTER FROM ACCESS CAPITAL

Accordingly, we advise the Independent Board Committee to recommend to the Independent Shareholders to vote in favour of the ordinary resolution in relation to the New CSCECL Group Engagement Agreement and the transactions contemplated thereunder (together with the New Cap) to be proposed at the EGM.

Yours faithfully For and on behalf of Access Capital Limited

Ambrose Lam Jimmy Chung Principal Director Principal Director

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GENERAL INFORMATION

APPENDIX

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular with regard to the Company and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts with regard to the Company not contained in this circular, the omission of which would make any statement in this circular misleading.

DISCLOSURE OF DIRECTORS’ INTERESTS FOR THE COMPANY

As at the Latest Practicable Date, the interests and short positions of the Directors and the chief executive of the Company in the shares, underlying shares and debentures of the Company and its associated corporation (within the meaning of Part XV of the SFO) which (a) were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO); or (b) were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (c) were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Companies of the Listing Rules, to be notified to the Company and the Stock Exchange were as follows:

Long position in shares and underlying shares of the Company

( all being personal interest and being held in the capacity of beneficial owner )

		Number of		% of shares
		underlying		in issue as
		shares		at the
		comprised		Latest
	Number of	in share		Practicable
Name of director	shares held	options	Total	Date
		(Note 1)
Mr. Kong Qingping	7,435,760	1,359,334	8,795,094	0.108%
Mr. Hao Jian Min	5,670,600	582,572	6,253,172	0.077%
Mr. Xiao Xiao	1,530,680	404,564	1,935,244	0.024%
Mr. Wu Jianbin	3,036,800	582,572	3,619,372	0.044%
Mr. Chen Bin	1,048,320	323,651	1,371,971	0.017%
Mr. Dong Daping	453,440	80,913	534,353	0.007%
Mr. Luo Liang	750,080	—	750,080	0.009%
Mr. Lin Xiaofeng	1,110,000	161,825	1,271,825	0.016%
Dr. Li Kwok Po, David	6,000,000	—	6,000,000	0.073%

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GENERAL INFORMATION

APPENDIX

Long positions in shares and underlying shares of the Associated Corporation - CSC (unless otherwise stated, all being personal interest and being held in the capacity of beneficial owner)

		Number of		% of shares
		underlying		in issue as
		shares		at the
		comprised		Latest
	Number of	in share		Practicable
Name of director	shares held	options	Total	Date
		(Note 2)
Mr. Kong Qingping	2,988,800	3,160,834	6,149,634	0.208%
Mr. Hao Jian Min	3,206,240	1,843,820	5,050,060	0.171%
Mr. Xiao Xiao	—	2,801,188	2,801,188	0.095%
Mr. Wu Jianbin	3,306,240	1,843,820	5,150,060	0.174%
Mr. Chen Bin	1,437,696	1,264,334	2,702,030	0.091%
Mr. Dong Daping	1,043,840	614,607	1,658,447	0.056%
Mr. Luo Liang	2,416,086	526,805	2,942,891	0.099%
Mr. Lin Xiaofeng	—	614,607	614,607	0.021%
Dr. Li Kwok Po, David	100,000	—	100,000	0.003%

Notes:

1. The exercise price for the share options is HK$1.13 per share (before adjustment for open offer). Immediately after the adjustment on 3 February 2009, the exercise price for the share options is HK$1.118 per share. The vesting period is from 18 June 2004 to 17 June 2009 (both days inclusive) and the exercise period is from 18 June 2005 to 17 June 2014 (both days inclusive). 20% can be exercised annually (“Limit”) from 18 June 2005. Unexercised portion of the Limit (if any) can be exercised in the remaining exercise period and will not be included in calculating the Limit of the relevant year. It can be fully exercised from 18 June 2009 to 17 June 2014 (both days inclusive).

2. The exercise price for the share options is HK$0.99 per share (before share subdivision). Immediately after the share subdivision approved on 12 June 2008, the exercise price for the share options is HK$0.2475 per share. Immediately after the adjustment for the rights issue made on 1 September 2009, the exercise price for the share options is HK$0.2345 per share. The vesting period is from 14 September 2005 to 13 September 2010 (both days inclusive) and the exercise period is from 14 September 2006 to 13 September 2015 (both days inclusive). 20% can be exercised annually (“Limit”) from 14 September 2006. Unexercised portion of the Limit (if any) can be exercised in the remaining exercise period and will not be included in calculating the Limit of the relevant year. It can be fully exercised from 14 September 2010 to 13 September 2015 (both days inclusive).

Save as disclosed above, as at the Latest Practicable Date, none of the Directors and chief executive of the Company hold any interest or short position in the shares, underlying shares and debentures of the Company or any of its associated corporation (within the meaning of Part XV of the SFO) which (a) were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they are taken

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GENERAL INFORMATION

APPENDIX

or deemed to have under such provisions of the SFO); or (b) were required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein; or (c) were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Companies of the Listing Rules, to be notified to the Company and the Stock Exchange.

There is no contract or arrangement subsisting at the Latest Practicable Date in which any of the Directors is materially interested and which is significant in relation to the business of the Group.

None of the Directors has had any direct or indirect interest in any assets which have since 31 December 2009 (being the date to which the latest published audited consolidated financial statements of the Company were made up) been acquired or disposed of by or leased to or are proposed to be acquired or disposed of by or leased to any member of the Group.

Save as disclosed in the paragraph headed “Competing Business Interests of Directors” below, so far as was known to the Directors, none of the Directors is a director or employee of a company which has an interest or short position in the shares and underlying shares of the issuer which would fall to be disclosed to the issuer under the provisions of Divisions 2 and 3 of Part XV of the SFO.

SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had a service contract or a proposed service contract with any member of the Group which is not expiring or determinable by the employer within one year without the payment of compensation (other than statutory compensation).

MATERIAL ADVERSE CHANGE

The Directors are not aware of any material adverse change in the financial or trading position of the Group since 31 December 2009, the date to which the latest published audited consolidated financial statements of the Company have been made up.

COMPETING BUSINESS INTERESTS OF DIRECTORS

As at the Latest Practicable Date, the interests of the Directors in the businesses (other than those businesses where the Directors were appointed as directors to represent the interests of the Company and/or member of the Group) which are considered to compete or are likely to compete, either directly or indirectly, with the businesses of the Group were as follows:

Messrs. Kong Qingping, Hao Jian Min, Xiao Xiao, Wu Jianbin, Chen Bin, Dong Daping, Luo Liang and Lin Xiaofeng held directorships in CSCEC, the Company’s ultimate holding company, and/or its subsidiaries (but excluding the Group), which are engaged in construction, property development and related business. Mr. Kong Qingping is also the Vice President of CSCECL.

Save as disclosed above, the Company had not been notified of any other relationship among the directors, senior management or substantial or controlling shareholders of the Company.

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GENERAL INFORMATION

APPENDIX

As the Board operates independently of the boards of these companies, the Group operates its business independently of, and at arm’s length from, the business of these companies.

Save as disclosed in this section, as at the Latest Practicable Date, none of the Directors and their respective associates had any interest in a business apart from the Group’s business, which competes or is likely to compete directly or indirectly, with the Group’s business and would require disclosure under Rule 8.10 of the Listing Rules.

EXPERT

• (a) The following is the qualification of the expert who has given its opinion and advice which are contained in this circular:

Name Qualification

Access Capital a corporation licensed to carry out type 1 (dealings in securities), type 4 (advising on securities), type 6 (advising on corporate finance) and type 9 (asset management) regulated activities under the SFO

• (b) Access Capital had no shareholding in any member of the Group or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group as at the Latest Practicable Date.

• (c) Access Capital has given and has not withdrawn its written consent to the issue of this circular with inclusion of its letter and references to its name in the form and context in which they appear.

• (d) As at the Latest Practicable Date, Access Capital did not have any interest, direct or indirect, in any assets which have been acquired or disposed of by or leased to any member of the Group, or which are proposed to be acquired or disposed of by or leased to any member of Group since 31 December 2009, being the date to which the latest published audited consolidated financial statements of the Company were made up.

• (e) The letter of Access Capital is given as of the date of this circular for incorporation herein.

MISCELLANEOUS

The English texts of this circular and the accompanying form of proxy shall prevail over the Chinese texts.

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GENERAL INFORMATION

APPENDIX

DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection during business hours at the office of the Company at 10/F., Three Pacific Place, 1 Queen’s Road East, Hong Kong from the date of this circular up to and including 9 June 2010 (except Saturdays and Sundays) and will be available for inspection at the EGM:

• (a) the New CSCECL Group Engagement Agreement;

• (b) the letter from the Independent Board Committee, the text of which is set out in the section headed “Letter from the Independent Board Committee” of this circular; and

• (c) the letter from Access Capital (the Independent Financial Adviser), the text of which is set out in the section headed “Letter from Access Capital” of this circular.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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(incorporated in Hong Kong with limited liability)

(Stock Code: 688)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the shareholders of China Overseas Land & Investment Ltd. (the “ Company ”) will be held at 3:20 p.m. on Wednesday, 9 June 2010 (or as soon thereafter as the annual general meeting of the Company convened at the same place and date at 3:00 p.m. shall have concluded or adjourned) at Concord Room I, 8/F, Renaissance Harbour View Hotel, 1 Harbour Road, Wanchai, Hong Kong 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 New CSCECL Group Engagement Agreement (as defined in the circular of the Company dated 20 April 2010 of which this notice forms part) (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 transactions contemplated thereunder and the implementation thereof be and are hereby approved, ratified and confirmed;

• (ii) the New Cap (as defined in the Circular) for the period between 1 July 2010 and 30 June 2013 be and is hereby approved; and

• (b) any one director of the Company be and is hereby authorised for and on behalf of the Company to execute any such other documents, instruments and agreements and to do any such acts or things deemed by him to be incidental to, ancillary to or in connection with the matters contemplated in the New CSCECL Group Engagement Agreement and the transactions contemplated thereunder including the affixing of Common Seal thereon.”

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

Hong Kong, 20 April 2010

Registered office:

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

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

• (1) A form of proxy for use at the meeting is enclosed herewith.

• (2) 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.

• (3) 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.

• (4) 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 Company’s 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).

• (5) 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.

• (6) 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.

• (7) 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 8 June 2010 to 9 June 2010, both days inclusive, during which period no transfers of shares will be effected. In order to be entitled to attend the meeting, all properly completed and duly stamped transfer forms accompanied by the relevant share certificates should be lodged with the Company’s registrar, Tricor Standard Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Hong Kong, for registration not later than 4:30 p.m. on Monday, 7 June 2010.

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