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

Apr 11, 2013

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 stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional advisor.

If you have sold or transferred all your shares in China Overseas Land & Investment Limited , you should at once hand this circular together with the enclosed form of proxy to the purchaser(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement contained in this circular misleading.

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

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

NOTICE OF ANNUAL GENERAL MEETING AND

PROPOSALS FOR

GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES AND RE-ELECTION OF DIRECTORS

A notice of the Annual General Meeting to be held on Thursday, 30 May 2013 is set out on pages 21 to 25 of this circular. A form of proxy for use by the Shareholders at the Annual General Meeting is enclosed with the Annual Report which has been despatched to the Shareholders together with this circular.

Whether or not you intend to attend the Annual General Meeting in person, you are requested to complete and return the form of proxy enclosed with the Annual Report in accordance with the instructions printed thereon and deposit the same with the Company’s registrar, Tricor Standard Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Hong Kong as soon as practicable but in any event not later than 48 hours before the time appointed for holding the Annual General Meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting should you so wish.

12 April 2013

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2. General Mandate to Repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3. General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4. Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
5. Voting by way of poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
6. General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
7. Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I — Explanatory Statement for the Repurchase Mandate . . . . . . . . . . . . .	8
Appendix II — Biographical Details of Directors offering themselves for re-election .	12
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	21
Accompanying document:
— form of proxy

— i —

DEFINITIONS

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

• “Annual General Meeting”

the annual general meeting of the Company to be held at 3:00 p.m. on Thursday, 30 May 2013 at Harcourt Room, Lower Lobby, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong, the notice of which is set out on pages 21 to 25 of this circular, or any adjournment thereof

“Annual Report”

the annual report of the Company for the year ended 31 December 2012

• “Articles”

the articles of association of the Company

• “associate”

has the same meaning as ascribed to it under the Listing Rules

• “Board”

the board of Directors

• “Code Provision(s)”

• the code provision(s) as set out in Appendix 14 of the Listing Rules

• “Companies Ordinance”

• the Companies Ordinance (Chapter 32 of the Laws of Hong Kong)

• “Company”

• China Overseas Land & Investment Limited, a company incorporated in Hong Kong with limited liability, and the securities of which are listed on the Main Board of the Stock Exchange

• “connected person”

has the same meaning as ascribed to it under the Listing Rules

• “Directors”

• the directors of the Company

• “General Mandate”

• a general mandate to allot, issue and deal with new Shares not exceeding 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing the ordinary resolution in relation thereof

• “Group”

• the Company and its subsidiaries

• “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

• “Latest Practicable Date”

• 8 April 2013, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

— 1 —

DEFINITIONS

“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Repurchase Mandate”	the general and unconditional mandate to repurchase shares in
	the capital of the Company up to 10% of the aggregate
	nominal amount of the issued share capital of the Company as
	at the date of passing of the relevant resolution
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
“Shareholders”	the holders of the Shares
“Share(s)”	the ordinary share(s) of HK$0.10 each in the share capital of
	the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Subsidiary”	a subsidiary for the time being of the Company within the
	meaning of the Companies Ordinance whether incorporated in
	Hong Kong or elsewhere and “Subsidiaries” shall be
	construed accordingly
“Takeovers Code”	Hong Kong Code on Takeovers and Mergers
“%”	per cent.

— 2 —

LETTER FROM THE BOARD

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(incorporated in Hong Kong with limited liability)

(Stock Code: 688)

Executive Directors: Kong Qingping (Chairman) Hao Jian Min (Vice Chairman and Chief Executive Officer) Xiao Xiao (Vice Chairman) Nip Yun Wing Luo Liang Guo Yong Kan Hongbo

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

Non-Executive Director: Zheng Xuexuan

Independent Non-Executive Directors:

Lam Kwong Siu Wong Ying Ho, Kennedy Fan Hsu Lai Tai, Rita Li Man Bun, Brian David

12 April 2013

To the Shareholders

Dear Sir or Madam,

NOTICE OF ANNUAL GENERAL MEETING AND PROPOSALS FOR GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES AND RE-ELECTION OF DIRECTORS

INTRODUCTION

The purpose of this circular is to provide you with (i) the notice of the Annual General Meeting (which is set out on pages 21 to 25 of this circular); and (ii) information regarding the ordinary resolutions no. 3 and nos. 6 to 8 to be proposed at the Annual General Meeting (i.e. proposals for general mandates to repurchase and issue shares and re-election of directors) (including biographical details of directors offering themselves for re-election) to enable you to make an informed decision on whether to vote for or against these resolutions.

— 3 —

LETTER FROM THE BOARD

GENERAL MANDATE TO REPURCHASE SHARES

At the Annual General Meeting, an ordinary resolution numbered 6 will be proposed to grant to the Directors the Repurchase Mandate. Under the Repurchase Mandate, the maximum number of shares that may be repurchased pursuant to the Repurchase Mandate will be such number of shares which represents 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolution. Based on the issued share capital of the Company comprising 8,172,519,077 Shares as at the Latest Practicable Date, subject to the passing of the relevant resolution, the Company will be allowed to repurchase a maximum of 817,251,907 Shares (which represents 10% of the aggregate nominal amount of the issued share capital of the Company as at the Latest Practicable Date) on the assumption that there will be no change in the issued share capital prior to the Annual General Meeting. The Repurchase Mandate will lapse on the earliest of, the date of the next annual general meeting; the date by which the next annual general meeting of the Company is required to be held by law and/or the Articles; or the date upon which such authority is revoked or varied by ordinary resolution of the Company in general meeting.

In accordance with the Listing Rules, the Company is required to send to Shareholders an explanatory statement which is set out in Appendix I of this circular.

GENERAL MANDATE TO ISSUE SHARES

At the annual general meeting of the Company held on Wednesday, 30 May 2012, the Directors were granted the General Mandate to exercise all powers of the Company to issue new shares of the Company. Such General Mandate will lapse at the conclusion of the Annual General Meeting, unless renewed at that meeting.

At the Annual General Meeting, the ordinary resolutions numbered 7 and 8 will be proposed to grant a general mandate to the Directors to allot, issue and otherwise deal with new Shares with an aggregate nominal amount not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the relevant resolution and the extension of the aforesaid mandate by adding thereto the number of Shares repurchased pursuant to the Repurchase Mandate.

Based on the issued share capital of the Company comprising 8,172,519,077 Shares as at the Latest Practicable Date, subject to the passing of the relevant resolution, the Company will be allowed to issue a maximum of 1,634,503,815 Shares (which represents 20% of the aggregate nominal amount of the issued share capital of the Company as at the Latest Practicable Date) on the assumption that there will be no change in the issued share capital prior to the Annual General Meeting.

— 4 —

LETTER FROM THE BOARD

RE-ELECTION OF DIRECTORS

In accordance with Article 105(A) and Article 96 of the Company’s Articles of Association, Mr. Hao Jian Min, Mr. Xiao Xiao, Mr. Guo Yong, Mr. Kan Hongbo, Dr. Wong Ying Ho, Kennedy, Dr. Fan Hsu Lai Tai, Rita and Mr. Li Man Bun, Brian David shall retire at the forthcoming Annual General Meeting and being eligible will offer themselves for re-election. The biographical details of the abovementioned directors as required to be disclosed under the Listing Rules are set out in Appendix II to this circular. The other information required to be disclosed under the Listing Rules are set out below.

Pursuant to the Code Provision A.4.3, serving more than nine years could be relevant to the determination of an independent non-executive director’s independence and further appointment of an independent non-executive director serves more than 9 years should be subject to a separate resolution to be approved by shareholders.

Dr. Wong Ying Ho, Kennedy have been serving as Independent Non-Executive Director for more than nine years, the Directors are of the opinion that he still has the required character, integrity, independence and experience to fulfill the role of an Independent Non-Executive Director. The Directors recognizes that there is no evidence that length of tenure is having an adverse impact on the independence of the Independent Non-Executive Director and the Directors are not aware of any circumstances that might influence Dr. Wong in exercising his independent judgement. Based on the aforesaid, the Directors form the view that Dr. Wong will continue to maintain an independent view of the Company’s affairs despite his length of service, and will continue to bring his relevant experience and knowledge to the Board and should be re-elected. Separate resolution will be proposed for Dr. Wong’s re-election at the Annual General Meeting in pursuance of Code Provision A.4.3.

Mr. Li Man Bun, Brian David is a son of Dr. Li Kwok Po, David who resigned as Independent Non-Executive Director of the Company with effect from 19 March 2013. Accordingly, Mr. Brian Li is connected with a Director of the Company within two years immediately prior to the date of his appointment as an Independent Non-Executive Director under Rule 3.13(6) of the Listing Rules.

The Company considers Mr. Brian Li to be independent and a suitable candidate for being an Independent Non-Executive Director of the Company notwithstanding that he is a son of Dr. Li. The Company believes that Mr. Brian Li meets all of the independence factors set out in Rule 3.13 of the Listing Rules for the following reasons:

• (a) There is no business relationship between the Company and Mr. Brian Li.

• (b) The Bank of East Asia, Limited (stock code: 23) (“ BEA ”), of which Dr. Li serves as the Chairman and Chief Executive and Mr. Brian Li serves as the Deputy Chief Executive, is an independent third party with which the Company maintains only ordinary banking relationship in their respective ordinary course of business and on arm’s length basis. In any event, Mr. Brian Li accepts his appointment in his personal capacity and does not represent the interest of any other third party (including BEA).

— 5 —

LETTER FROM THE BOARD

• (c) With effect from 19 March 2013, Dr. Li ceases to be an Independent Non-Executive Director of the Company. In any event, the Company is of the view that the fact that Dr. Li himself being an Independent Non-Executive Director and Mr. Brian Li being a son of Dr. Li does not and should not automatically render Mr. Brian Li not independent under Rule 3.13 of the Listing Rules.

• (d) Mr. Brian Li has sufficient and appropriate professional qualifications and accounting or related financial management expertise as set out under Rule 3.10(2) of the Listing Rules to be appointed as an Independent Non-Executive Director of the Company. Mr. Brian Li is a Fellow of the Hong Kong Institute of Certified Public Accountants and a Full Member of the Treasury Markets Association. Mr. Brian Li is also a Fellow of the Institute of Chartered Accountants in England and Wales. He holds an MBA from Stanford University as well as MA and BA from the University of Cambridge. In addition, Mr. Brian Li has over 10 years of working experience in BEA. The Company believes that Mr. Brian Li, in his own right, possesses the required character, integrity and independence to fulfill the role of an Independent Non-Executive Director of the Company.

• (e) Mr. Brian Li is beneficially interested in 5,460,000 shares of the Company (representing approximately 0.07% of the issued share capital of the Company) and 4,101,080 shares of China State Construction International Holdings Limited (representing approximately 0.11% of the issued share capital of China State Construction International Holdings Limited), an associated corporation of the Company within the meaning of Part XV of the Securities and Futures Ordinance. The Company has considered these shareholdings in assessing the independence of Mr. Brian Li and does not consider that these shareholdings will affect the independence of Mr. Brian Li in discharging his duties as an Independent Non-Executive Director.

VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. The chairman of the Annual General Meeting will accordingly demand a poll in accordance with Article 75(i) of the Articles of Association of the Company for all the resolutions set out in the Notice of Annual General Meeting. An announcement of the poll results containing information prescribed under Rule 13.39(5) of the Listing Rules will be published on the websites of Hong Kong Exchange and Clearing Limited at www.hkexnews.hk and the Company at www.coli.com.hk soon after the Annual General Meeting.

— 6 —

LETTER FROM THE BOARD

GENERAL INFORMATION

A form of proxy for the Annual General Meeting is enclosed with the Annual Report accompanying this circular. Whether or not you intend to be present at the Annual General Meeting, you are requested to complete the form of proxy and return it to the Company’s registrar at 26/F., Tesbury Centre, 28 Queen’s Road East, Hong Kong in accordance with the instructions printed thereon as soon as practicable but in any event no later than 48 hours before the time appointed for holding the Annual General Meeting. The completion of the form of proxy will not preclude you from attending and voting at the Annual General Meeting in person should you so wish.

RECOMMENDATIONS

The Board considers that the ordinary resolutions as set out in the Notice of Annual General Meeting are all in the best interest of the Company and the shareholders as a whole. Accordingly, the Board recommends you to vote in favour of all such resolutions at the forthcoming Annual General Meeting.

Yours faithfully, for and on behalf of the Board China Overseas Land & Investment Limited Kong Qingping Chairman

— 7 —

APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

This Appendix serves as an explanatory statement required by Rule 10.06(1)(b) of the Listing Rules and also as a memorandum of the terms of a proposed repurchase of shares required by section 49BA(3)(b) of the Companies Ordinance, to provide you with all the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolutions.

LISTING RULES

The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their own fully paid up shares on the Stock Exchange subject to certain restrictions, the most important of which are summarised below:

(a) Shareholders’ approval

All proposed repurchases of shares on the Stock Exchange by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of a general mandate or by specific approval.

(b) Source of funds

Repurchases must be funded out of funds which are legally available for the purpose and in accordance with the company’s constitutive documents and the laws of the jurisdiction in which the company is incorporated or otherwise established.

(c) Maximum Number of Shares to be Repurchased

A maximum of 10% of the existing issued share capital of a company at the date of passing the relevant resolution may be repurchased on the Stock Exchange.

SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 8,172,519,077 Shares.

Subject to the passing of the relevant resolution, the Company will be allowed to repurchase a maximum of 817,251,907 Shares (which represents 10% of the aggregate nominal amount of the issued share capital of the Company as at the Latest Practicable Date) on the assumption that there will be no change in the issued share capital prior to the Annual General Meeting.

REASONS FOR REPURCHASES

The Directors believe that it is in the best interest of the Company and its shareholders to have general authority from Shareholders to enable the Directors to exercise the Company’s powers to repurchase Shares of the Company on the Stock Exchange. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per share and/or earnings per share and will only be made when the Directors believe that such repurchases will benefit the Company and its shareholders.

— 8 —

APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds entirely from the Company’s available cashflow or working capital facilities and will be made out of funds legally available for such purpose (such as distributable profits of the Company or the proceeds of a fresh issue of Shares) in accordance with its memorandum and articles of association and the laws of Hong Kong.

There might be material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements contained in the Annual Report for the year ended 31 December 2012) in the event that the proposed repurchases were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing levels of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

DISCLOSURE OF INTERESTS

None of the Directors nor, to the best of the knowledge of the Directors, having made all reasonable enquiries, any of their associates, has any present intention to sell any Shares to the Company or any of its subsidiaries in the event that the Repurchase Mandate is approved by the shareholders.

No connected person of the Company has notified the Company that he/she has a present intention to sell any Shares to the Company or he/she has undertaken not to sell any of the Shares held by him/her to the Company, in the event that the Company is authorised to exercise the Repurchase Mandate.

UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the power of the Company to make repurchases pursuant to the proposed resolution in accordance with the Listing Rules and the applicable laws of Hong Kong.

EFFECT OF THE TAKEOVERS CODE

If as a result of a repurchase of Shares, a shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. In certain circumstances, a shareholder or a group of shareholders acting in concert could as a result of such increase obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

— 9 —

APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

As at the Latest Practicable Date, China Overseas Holdings Limited (“ COHL ”) beneficially owned 4,346,517,308 Shares of the Company, in aggregate representing approximately 53.18% of the total issued share capital of the Company. COHL is ultimately beneficially owned by China State Construction Engineering Corporation which is a state-owned enterprise established in the People’s Republic of China.

In the event that the Directors exercised in full the power to repurchase the Shares, the shareholding of COHL (assume the Shares beneficially owned by COHL be remained at 4,346,517,308 Shares) would be increased to approximately 59.09% of the then issued share capital of the Company. Thus, the exercise in full of the Repurchase Mandate by the Directors would not cause COHL to make a mandatory offer under Rule 26 under the Takeovers Code.

Assuming that there is no further issue of shares in the Company between the Latest Practicable Date and date of repurchase, the exercise of the Repurchase Mandate whether in whole or in part will not result in less than 25% of the issued share capital of the Company being held by the public as required by Rule 8.08 of the Listing Rules.

The Directors have no intention to exercise the Repurchase Mandate to such an extent that would result in a requirement of COHL to make a general offer under the Takeovers Code or the number of Shares in the hands of public falls below the prescribed minimum percentage of 25%.

SHARE REPURCHASES MADE BY THE COMPANY

The Company had not repurchased any Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

— 10 —

APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

SHARE PRICES

The highest and lowest prices at which the Shares of the Company were traded on the Stock Exchange during each of the previous 12 months and the period from 1 April 2013 up to the Latest Practicable Date were as follows:

	Highest	Lowest
	HK$	HK$
2012
April	16.96	14.64
May	17.44	14.64
June	18.48	15.24
July	19.16	16.78
August	18.66	17.28
September	20.40	17.34
October	20.75	18.92
November	23.30	19.92
December	24.25	22.20
2013
January	25.60	23.25
February	23.85	21.15
March	23.55	20.60
April (up to the Latest Practicable Date)	22.15	20.40

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BIOGRAPHICAL DETAILS OF DIRECTORS OFFERING THEMSELVES FOR RE-ELECTION

APPENDIX II

The following are the particulars of the 7 Directors proposed to be re-elected at the Annual General Meeting.

Mr. HAO Jian Min

Vice Chairman & Chief Executive Officer

Aged 48, holds a Master of Harbin Institute of Technology and MBA of Fordham University in USA. Mr. Hao joined China State Construction Engineering Corporation in 1987 and joined the Group in 1989. He was appointed director of a subsidiary of the Company in 2002 and certain others subsequently. Mr. Hao was appointed Executive Director of the Company in September 2005 and Vice Chairman of the Company in November 2006. In June 2007, he was appointed as Chief Executive Officer of the Company. Mr. Hao was a member of the Remuneration Committee of the Company from 22 March 2007 to 11 August 2012 and was also the Chairman of such committee from 22 March 2007 to 1 February 2009. Besides acting as the Executive Director, Vice Chairman and Chief Executive Officer of the Company, Mr. Hao is currently the Chairman and Non-Executive Director of **China Overseas Grand Oceans Group Limited, a director of China Overseas Holdings Limited and certain of its subsidiaries, and also a director of certain subsidiaries of the Group. He has about 26 years’ experience in construction and property business. Mr. Hao leads the management team and is responsible for the day-to-day operations of the Group.

As at the Latest Practicable Date, Mr. Hao has personal interests in 3,353,172 shares of the Company, 1,750,000 shares of China Overseas Grand Oceans Group Limited (an associated corporation of the Company, within the meaning of Part XV of the SFO), 473,780 shares of China State Construction International Holdings Limited (“ CSCIHL ”, an associated corporation of the Company, within the meaning of Part XV of the SFO) and share options to subscribe for a total of 959,247 shares of CSCIHL.

There is currently no service contract signed between the Company and Mr. Hao for services as director. However, he has entered into employment contract and a letter of appointment as director with the Company. Mr. Hao’s current remuneration package entails total fixed annual remuneration of HK$3,674,000 and discretionary bonuses pegged to performance. Such emoluments are determined by reference to job responsibilities, the prevailing market conditions and the Company’s operating performance and profitability.

Mr. Hao was not appointed for a specific term but is subject to retirement by rotation and re-election in accordance with the Articles of Association of the Company.

Save as disclosed above, Mr. Hao does not (1) have any relationship with any directors, senior management or substantial or controlling shareholder of the Company, (2) have any interest in shares of the Company (within the meaning of Part XV of the Securities and Futures Ordinance), (3) hold any directorship in listed public company in the last three years, and (4) have any other information that needs to be disclosed pursuant to any of the requirements as set out in rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there is no other matter that needs to be brought to the attention of the shareholders of the Company.

• ** company listed on The Stock Exchange of Hong Kong Limited

— 12 —

APPENDIX II

BIOGRAPHICAL DETAILS OF DIRECTORS OFFERING THEMSELVES FOR RE-ELECTION

Mr. XIAO Xiao

Vice Chairman & Senior Vice President

Aged 56, graduated from Chongqing Architectural University. Mr. Xiao joined China State Construction Engineering Corporation in 1982 and joined the Group in 1990. He was appointed director of certain subsidiaries of the Company since 1994. Mr. Xiao was appointed Executive Director of the Company in February 2005, was appointed Vice Chairman of the Company in March 2007 and has been appointed the Senior Vice President of the Company in August 2009. Besides acting as the Executive Director, Vice Chairman and Senior Vice President of the Company, Mr. Xiao is currently a director of China Overseas Holdings Limited and certain of its subsidiaries, and also a director of certain subsidiaries of the Group. He has about 31 years’ experience in construction and property business. Mr. Xiao manages the property development business in Hong Kong, Zhuhai and Macau, together with the internal audit functions.

As at the Latest Practicable Date, Mr. Xiao has personal interests in 1,022,064 shares of the Company, 1,879,278 shares of China State Construction International Holdings Limited (an associated corporation of the Company, within the meaning of Part XV of the SFO) and share options to subscribe for a total of 959,247 shares of CSCIHL.

There is currently no service contract signed between the Company and Mr. Xiao for services as director. However, he has entered into employment contract and a letter of appointment as director with the Company. Mr. Xiao’s current remuneration package entails total fixed annual remuneration of HK$3,344,000 and discretionary bonuses pegged to performance. Such emoluments are determined by reference to job responsibilities, the prevailing market conditions and the Company’s operating performance and profitability.

Mr. Xiao was not appointed for a specific term but is subject to retirement by rotation and re-election in accordance with the Articles of Association of the Company.

Save as disclosed above, Mr. Xiao does not (1) have any relationship with any directors, senior management or substantial or controlling shareholder of the Company, (2) have any interest in shares of the Company (within the meaning of Part XV of the Securities and Futures Ordinance), (3) hold any directorship in listed public company in the last three years, and (4) have any other information that needs to be disclosed pursuant to any of the requirements as set out in rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there is no other matter that needs to be brought to the attention of the shareholders of the Company.

— 13 —

APPENDIX II

BIOGRAPHICAL DETAILS OF DIRECTORS OFFERING THEMSELVES FOR RE-ELECTION

Mr. GUO Yong

Aged 49, graduated from Chongqing University of Engineering and Architecture (now known as Chongqing University) and Troy State University, holder of master degree, senior engineer. He joined the Group in 1993, joined the Board as an Executive Director of the Company on 19 March 2013 and is also a director of certain subsidiaries of the Group. Mr. Guo has about 30 years’ management experience in construction business.

As at the Latest Practicable Date, Mr. Guo has personal interests in 200,000 shares of the Company.

There is currently no service contract signed between the Company and Mr. Guo for services as director. However, Mr. Guo has entered into employment contract with a subsidiary of the Company and a letter of appointment as director with the Company. Mr. Guo’s current remuneration package entails total fixed annual remuneration of RMB774,000 (approximately HKD967,500) and discretionary bonuses pegged to performance. Such emoluments are determined by reference to his job responsibilities, the prevailing market conditions and the Company’s operating performance and profitability.

Mr. Guo was not appointed for a specific term but is subject to retirement by rotation and re-election in accordance with the Articles of Association of the Company.

Save as disclosed above, Mr. Guo does not (1) have any relationships with any directors, senior management or substantial or controlling shareholders of the Company, (2) have any interests in shares of the Company (within the meaning of Part XV of the Securities and Futures Ordinance), (3) hold any directorships in listed public companies in the last three years, and (4) have any other information that needs to be disclosed pursuant to any of the requirements as set out in rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there is no other matters that need to be brought to the attention of the shareholders of the Company.

— 14 —

APPENDIX II

BIOGRAPHICAL DETAILS OF DIRECTORS OFFERING THEMSELVES FOR RE-ELECTION

Mr. KAN Hongbo

Aged 49, graduated from Hefei University of Technology, holder of master degree, senior engineer. He joined the Group in 1995 and joined the Board as an Executive Director of the Company on 19 March 2013. Mr. Kan has about 24 years’ management experience in engineering management.

As at the Latest Practicable Date, Mr. Kan has personal interests in 696,800 shares of the Company and 3,226,009 shares of China State Construction International Holdings Limited, an associated corporation of the Company (within the meaning of Part XV of the Securities and Futures Ordinance).

There is currently no service contract signed between the Company and Mr. Kan for services as director. However, Mr. Kan has entered into employment contract with a subsidiary of the Company and a letter of appointment as director with the Company. Mr. Kan’s current remuneration package entails total fixed annual remuneration of RMB715,200 (approximately HKD894,000) and discretionary bonuses pegged to performance. Such emoluments are determined by reference to his job responsibilities, the prevailing market conditions and the Company’s operating performance and profitability.

Mr. Kan was not appointed for a specific term but is subject to retirement by rotation and re-election in accordance with the Articles of Association of the Company.

Save as disclosed above, Mr. Kan does not (1) have any relationships with any directors, senior management or substantial or controlling shareholders of the Company, (2) have any interests in shares of the Company (within the meaning of Part XV of the Securities and Futures Ordinance), (3) hold any directorships in listed public companies in the last three years, and (4) have any other information that needs to be disclosed pursuant to any of the requirements as set out in rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there is no other matters that need to be brought to the attention of the shareholders of the Company.

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APPENDIX II

BIOGRAPHICAL DETAILS OF DIRECTORS OFFERING THEMSELVES FOR RE-ELECTION

Dr. WONG Ying Ho, Kennedy

BBS, DCL, JP Independent Non-Executive Director, Chairman of the Remuneration Committee, Member of the Audit Committee, Member of the Nomination Committee

Aged 50, joined the Board as an Independent Non-Executive Director of the Company on 5 January 2004 and has served the Company for more than 9 years. Dr. Wong is also a member of the Audit Committee, the Remuneration Committee and the Nomination Committee of the Company and has been appointed as Chairman of the Remuneration Committee of the Company on 2 February 2009. He is a solicitor and China Appointed Attesting Officer. He is the Managing Partner of Philip K.H. Wong, Kennedy Y.H. Wong & Co., Solicitors & Notaries. He is a National Committee Member of the 12th Chinese People’s Political Consultative Conference. Dr. Wong is the chairman of ** Hong Kong Resources Holdings Company Limited, a director and the deputy chairman of the audit committee of Goldlion Holdings Limited, and also is a director of Asia Cement (China) Holdings Corporation, Bohai Industrial Investment Fund Management Company Limited, Hong Kong Airlines Limited and Shanghai Industrial Urban Development Group Limited. Dr. Wong was a director of Great Wall Technology Company Limited, #Pacific Alliance China Land Limited, #Pacific Alliance Asia Opportunity Fund Limited and **Qin Jia Yuan Media Services Company Limited.

There is currently no service contract signed between the Company and Dr. Wong for services as director. However, he has entered into a letter of appointment as director with the company. Dr. Wong’s director’s emoluments for the year ended 31 December 2012 were HK$360,000 per annum. Such emoluments are determined by reference to his duties and responsibilities with the Company, the Company’s standard for emoluments and the prevailing market conditions.

Dr. Wong was not appointed for a specific term but is subject to retirement by rotation and re-election in accordance with the Articles of Association of the Company.

Save as disclosed above and the Company’s announcement of 14 July 2011, Dr. Wong does not (1) have any relationship with any directors, senior management or substantial or controlling shareholder of the Company, (2) have any interest in shares of the Company (within the meaning of Part XV of the Securities and Futures Ordinance), (3) hold any directorship in listed public company in the last three years, and (4) have any other information that needs to be disclosed pursuant to any of the requirements as set out in rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there is no other matter that needs to be brought to the attention of the shareholders of the Company.

** companies listed on The Stock Exchange of Hong Kong Limited

# companies listed on AIM Board, London Stock Exchange

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APPENDIX II

BIOGRAPHICAL DETAILS OF DIRECTORS OFFERING THEMSELVES FOR RE-ELECTION

Dr. FAN HSU Lai Tai, Rita

GBM, GBS, JP Independent Non-Executive Director, Chairman of the Nomination Committee, Member of the Audit Committee, Member of the Remuneration Committee

Aged 67, joined the Board as an Independent Non-Executive Director of the Company on 2 February 2009. Dr. Fan is also the Chairman of the Nomination Committee and a Member of the Audit Committee and the Remuneration Committee of the Company. She is one of Hong Kong’s best-known public figures and has an outstanding track record of service to the community. Dr. Fan was appointed to the Legislative Council from 1983 to 1992 and was a Member of the Executive Council from 1989 to 1992. She became the President of the Provisional Legislative Council in 1997, and has since been re-elected as the President of the First, Second and Third Legislative Council. Her term of office ended on 30 September 2008. Dr. Fan has served as President of the legislature of the Hong Kong Special Administrative Region (“ HKSAR ”) for 11 years.

In the lead-up to Hong Kong’s reunification with China, Dr. Fan played a valuable role as a Member of the Preliminary Working Committee for the Preparatory Committee for the HKSAR from 1993 to 1995 and of the Preparatory Committee for the HKSAR from 1995 to 1997. She was elected as a Hong Kong Deputy to both the Ninth and Tenth sessions of the National People’s Congress (“ NPC ”) between 1998 and 2007, and is a Member of the Standing Committee of the Eleventh and Twelfth session of the NPC. Dr. Fan is also the first female steward of The Hong Kong Jockey Club.

Outside the political arena, she is the Patron of the Hong Kong Kidney Foundation, the Hong Kong Transplant Sports Association and the Whole Person Education Foundation. She was Chairman of the Board of Education from 1986 to 1989 and Chairman of the Education Commission from 1990 to 1992.

After graduating from St. Stephen’s Girls’ College, Dr. Fan studied at the University of Hong Kong, and was awarded a Bachelor degree in Science, and later on, received a Master degree in Social Science. She also received the Honorary Doctorate in Social Science from the University of Hong Kong, the City University of Hong Kong and The Hong Kong Polytechnic University respectively, and an Honorary Doctorate in Law from the China University of Political Science and Law of the People’s Republic of China. Her record of public service has been acknowledged by the HKSAR Government through the award of the Gold Bauhinia Star in 1998 and Hong Kong’s top award, the Grand Bauhinia Medal, in 2007.

She is also an Independent Non-Executive Director, a Member of the Audit Committee, the Nomination Committee and the Chairman of the Remuneration Committee of COSCO Pacific Limited; an Independent Non-Executive Director, a Member of the Nomination Committee and the Chairman of the Remuneration Committee of China Shenhua Energy Company Limited; and an Independent Non-Executive Director, a Member of the Nomination Committee and the Chairman of the Remuneration Committee of **China COSCO Holdings Company Limited.

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APPENDIX II

BIOGRAPHICAL DETAILS OF DIRECTORS OFFERING THEMSELVES FOR RE-ELECTION

There is currently no service contract signed between the Company and Dr. Fan for services as director. However, he has entered into a letter of appointment as director with the company. Dr Fan’s director’s emoluments for the year ended 31 December 2012 were HK$360,000 per annum. Such emoluments are determined by reference to his duties and responsibilities with the Company, the Company’s standard for emoluments and the prevailing market conditions.

Dr. Fan was not appointed for a specific term but is subject to retirement by rotation and re-election in accordance with the Articles of Association of the Company.

Save as disclosed above, Dr. Fan does not (1) have any relationship with any directors, senior management or substantial or controlling shareholder of the Company, (2) have any interest in shares of the Company (within the meaning of Part XV of the Securities and Futures Ordinance), (3) hold any directorship in listed public company in the last three years, and (4) have any other information that needs to be disclosed pursuant to any of the requirements as set out in rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there is no other matter that needs to be brought to the attention of the shareholders of the Company.

• ** companies listed on the Stock Exchange of Hong Kong Limited

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APPENDIX II

BIOGRAPHICAL DETAILS OF DIRECTORS OFFERING THEMSELVES FOR RE-ELECTION

Mr. LI Man Bun, Brian David

MA (Cantab), MBA, FCA, JP Independent Non-Executive Director, Chairman of the Audit Committee, Member of the NominationCommittee, Member of the Remuneration Committee

Aged 38, joined the Board as an Independent Non-Executive Director of the Company on 19 March 2013. Mr. Li was appointed the Chairman and Member of the Audit Committee and Member of the Nomination Committee and the Remuneration Committee of the Company on the same day. He is the Deputy Chief Executive of The Bank of East Asia, Limited (“ BEA** ”). Mr. Li is primarily responsible for BEA’s China and international businesses. He was the General Manager and Head of Wealth Management Division of BEA from July 2004 to March 2009. Mr. Li is a son of Dr. LI Kwok Po, David who resigned as Independent Non-Executive Director of the Company with effect from 19 March 2013.

Mr. Li is currently an Independent Non-Executive Director and the Chairman of the Audit Committee of Towngas China Company Limited, and an Independent Non-Executive Director of Hopewell Highway Infrastructure Limited. Mr. Li was an Independent Non-Executive Director of **#Xinjiang Goldwind Science & Technology Co., Ltd. from March 2010 to June 2011.

Mr. Li holds a number of public and honorary positions, including being a Member of the 12th National Committee of the Chinese People’s Political Consultative Conference, a Member of the Hong Kong-Taiwan Business Cooperation Committee, a Member of the Advisory Committee of the Securities and Futures Commission of Hong Kong, a Member of the Small and Medium Enterprises Committee of the Government of the Hong Kong Special Administrative Region (“ HKSAR ”), a Member of the HKSAR Standing Committee on Judicial Salaries and Conditions of Service, a Member of the HKSAR Financial Reporting Review Panel and a Member of the HKSAR Traffic Accident Victims Assistance Advisory Committee.

Mr. Li is a Fellow of the Hong Kong Institute of Certified Public Accountants and a Full Member of the Treasury Markets Association. He is also a Fellow of the Institute of Chartered Accountants in England and Wales and he holds a Master of Business Administration degree from Stanford University as well as a Master of Arts degree and a Bachelor of Arts degree from the University of Cambridge.

As at the Latest Practicable Date, Mr. Li has personal interests in 5,460,000 shares of the Company, 4,101,080 shares of China State Construction International Holdings Limited (an associated corporation of the Company, within the meaning of Part XV of the SFO).

There is currently no service contract signed between the Company and Mr. Li for services as director. However, Mr. Li has signed a letter of appointment as director issued by the Company. Mr. Li would be entitled to a director’s fee amounting to HKD360,000 per annum for acting as an Independent Non-Executive Director and Chairman of the Audit Committee of the Company. The director’s fee is determined by reference to his duties and responsibilities with the Company and the prevailing market conditions and is in line with that payable to other Independent Non-Executive Directors of the Company.

Mr. Li was not appointed for a specific term but is subject to retirement by rotation and re-election in accordance with the Articles of Association of the Company.

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APPENDIX II

BIOGRAPHICAL DETAILS OF DIRECTORS OFFERING THEMSELVES FOR RE-ELECTION

Save as disclosed above and the Company’s announcement of 22 March 2013, Mr. Li does not (1) have any relationships with any directors, senior management or substantial or controlling shareholders of the Company, (2) have any interests in shares of the Company (within the meaning of Part XV of the Securities and Futures Ordinance), (3) hold any directorships in listed public companies in the last three years, and (4) have any other information that needs to be disclosed pursuant to any of the requirements as set out in rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there is no other matters that need to be brought to the attention of the shareholders of the Company.

• ** companies listed on The Stock Exchange of Hong Kong Limited

• # a company listed on Shenzhen Stock Exchange

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NOTICE OF ANNUAL GENERAL MEETING

==> picture [53 x 48] intentionally omitted <==

(incorporated in Hong Kong with limited liability)

(Stock Code: 688)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of China Overseas Land & Investment Limited (the “ Company ”) be held at Harcourt Room, Lower Lobby, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Thursday, 30 May 2013 at 3:00 p.m. for the following purposes:

As Ordinary Business

1. To receive and adopt the Audited Financial Statements and the Reports of the Directors and the Independent Auditor’s Report for the year ended 31 December 2012.

2. To approve the declaration of a final dividend for the year ended 31 December 2012 of HK24 cents per share.

3. (a) To re-elect Mr. Hao Jian Min as Director;

4. (b) To re-elect Mr. Xiao Xiao as Director;

5. (c) To re-eclect Mr. Guo Yong as Director;

6. (d) To re-elect Mr. Kan Hongbo as Director;

7. (e) To re-elect Dr. Wong Ying Ho, Kennedy as Director;

8. (f) To re-elect Dr. Fan Hsu Lai Tai, Rita as Director; and

9. (g) To re-elect Mr. Li Man Bun, Brian David as Director.

10. To authorise the Board to fix the remuneration of the Directors.

11. To appoint Auditor and to authorise the Board to fix their remuneration.

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NOTICE OF ANNUAL GENERAL MEETING

As Special Business

To consider and, if thought fit, pass with or without amendments the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

6. “ THAT :

• (a) subject to paragraph (b) below, the exercise by the Directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to purchase shares in the capital of the Company be and is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of the shares of the Company which may be purchased by the Company on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) or any other stock exchange recognized for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange under the Hong Kong Code on Share Repurchases pursuant to the approval in paragraph (a) shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this Resolution, and the said approval shall be limited accordingly; and

• (c) for the purposes of this Resolution:

“Relevant Period” means the period from the passing of this Resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company and/or the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) to be held; and

• (iii) the revocation or variation of the approval given under this Resolution by an ordinary resolution of the shareholders of the Company in general meeting.”

7. “ THAT :

• (a) subject to paragraph (c) below, pursuant to Section 57B of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) the exercise by the Directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers be and is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

• (b) the approval given in paragraph (a) above shall be in addition to any other authorisation given to the Directors of the Company and shall authorise the Directors of the Company during the Relevant Period to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate nominal amount of share capital allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued or dealt with (whether pursuant to an option or otherwise) by the Directors of the Company pursuant to the approval granted in paragraph (a) above, otherwise than pursuant to

• (i) a Rights Issue (as defined below), or

• (ii) the exercise of rights of subscription or conversion under the terms of any securities or bonds which are convertible into shares of the Company; or

• (iii) the exercise of any option scheme or similar arrangement for the time being adopted for the grant or issue to eligible persons of shares or rights to acquire shares of the Company; or

• (iv) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Articles of Association of the Company from time to time,

shall not exceed the aggregate of:

• (aa) 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this Resolution; and

• (bb) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the nominal amount of the share capital of the Company repurchased by the Company subsequent to the passing of this Resolution (up to a maximum equivalent of 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this Resolution),

and the said approval given under this Resolution in paragraph (a) above shall be limited accordingly; and

• (d) for the purposes of this Resolution:

“Relevant Period” means the period from the passing of this Resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

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NOTICE OF ANNUAL GENERAL MEETING

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company and/or the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) to be held; and

• (iii) the revocation or variation of the approval given under this Resolution by an ordinary resolution of the shareholders of the Company in general meeting.

“Rights Issue” means an offer of shares open for a period fixed by the Directors of the Company to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or any class thereof (subject to such exclusions or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange, in any territory outside Hong Kong).”

1. “ THAT conditional upon the passing of the Resolution nos. 6 and 7 set out in the notice convening the meeting of which these resolutions form part, the general mandate granted to the Directors of the Company pursuant to the Resolution no. 7 as set out in the notice convening the meeting of which this Resolution forms part be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of share capital of the Company purchased by the Company under the authority granted pursuant to the Resolution no. 6 as set out in the notice convening the meeting of which this Resolution forms part, provided that such amount shall not exceed 10 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this Resolution.”

By Order of the Board Keith Cheung Company Secretary

Hong Kong, 12 April 2013

Notes:

• (a) Any member entitled to attend and vote at this Meeting is entitled to appoint a proxy or proxies to attend and, on a poll, vote in his stead. A proxy need not be a member of the Company.

• (b) To be valid, a 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 this Meeting or adjourned meeting (as the case may be).

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NOTICE OF ANNUAL GENERAL MEETING

• (c) For determining the right to attend and vote at the Meeting, the register of members of the Company will be closed from Wednesday, 29 May 2013 to Thursday, 30 May 2013, both days inclusive, during which period no transfers of shares will be registered. In order to qualify for the right to attend and vote at 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 the address set out at (b) above, for registration not later than 4:30 p.m. on Tuesday, 28 May 2013.

• (d) The biographical details of directors offering themselves for re-election as mentioned in Resolution no. 3 were set out in Appendix II to the circular (“ Circular ”) to be sent to the members together with the 2012 Annual Report.

• (e) With respect to the Resolution set out in Resolution no. 6 of the notice, approval is being sought from members for a general mandate to be given to the Directors to repurchase shares of the Company. An explanatory statement containing the information with respect to this Resolution were set out in Appendix I to the Circular mentioned in (d) above.

• (f) With respect to the Resolution set out in Resolution nos. 7 and 8 of the notice, approval is being sought from members for general mandates to be given to the Directors to allot, issue and deal with shares of the Company in accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

• (g) Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual 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.

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