Beijing Urban Construction Design & Development Group Co., Limited — Proxy Solicitation & Information Statement 2013

May 3, 2013

(incorporated in Hong Kong with limited liability) (Stock Code: 688)

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Form of proxy for use at the Extraordinary General Meeting to be held on Thursday, 30 May 2013 and at any adjournment thereof

I/We [(Note][1)] of being the registered holder(s) of shares [(Note][2)] of HK$0.10 each in the capital of CHINA OVERSEAS LAND & INVESTMENT LTD. 中國海外發展有限公司 (the “ Company ”), HEREBY APPOINT

THE CHAIRMAN OF THE MEETING or [(Note][4)]

of

as my/our proxy to attend and vote for me/us on my/our behalf at the Extraordinary General Meeting of the Company to be held at Harcourt Room, Lower Lobby, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Thursday, 30 May 2013 at 3:30 p.m. (or immediately after the annual general meeting of the Company to be held on the same date and same place) and at any adjournment thereof (the “ Extraordinary General Meeting ”) and to vote for me/us in my/our name(s) at the Extraordinary General Meeting in respect of the resolution set out in the notice convening the Extraordinary General Meeting as indicated below.

		ORDINARY RESOLUTIONFOR(Note 5)AGAINST(Note 5)1.To approve, ratify and confirm the New Master CSCECL Group EngagementAgreement (as defined in the circular of the Company dated 6 May 2013 (the“Circular”)) and the transactions contemplated thereunder and the implementationthereof, and to approve the Cap (as defined in the Circular).

Dated: 2013 Signature [(Note][6)]

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS . In the case of joint holders of any shares in the Company, the names of all joint holders must be stated.

2. Please insert the number of shares of HK$0.10 each 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 the shares of the Company registered in your name(s).

3. Any member entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint one or more proxies to attend and, on a poll, vote in his stead. The proxy need not be a member of the Company.

4. If you wish to appoint a person other than the Chairman of meeting as your proxy, please strike out “ THE CHAIRMAN OF THE MEETING or” and insert the name and address of the proxy you wish to appoint in the space provided. ANY ALTERATION MADE IN THIS FORM OF PROXY MUST BE INITIALED BY THE PERSON WHO SIGNS IT .

5. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, PLEASE TICK THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, PLEASE TICK THE BOX MARKED “AGAINST” . Failure to complete the box will entitle your proxy to cast his/her votes at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution(s) properly put to the meeting other than the resolution referred to in the notice convening the meeting.

6. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must either be executed under its common seal or under the hand of an officer, attorney or other person duly authorised. In the case of joint holders, the signature of any one of such joint holders is sufficient.

7. Where there are joint registered holders of any share in the Company, any one of such persons may vote at the meeting either personally or by proxy in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such share shall alone be entitled to vote in respect thereof.

8. To be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the office of the Company’s registrar, Tricor Standard 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 adjourned meeting (as the case may be).

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