Beijing Urban Construction Design & Development Group Co., Limited — Proxy Solicitation & Information Statement 2016

Apr 5, 2016

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 BUY-BACK AND ISSUE SHARES AND RE-ELECTION OF DIRECTORS

A notice of the Annual General Meeting to be held on Friday, 6 May 2016 is set out on pages 13 to 18 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 and transfer office, Tricor Standard Limited at Level 22, Hopewell Centre, 183 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.

6 April 2016

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2. General Mandate to Buy-back Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3. General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4. Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
5. Voting by way of poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
6. General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
7. Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Appendix I — Explanatory Statement for the Share Buy-back Mandate . . . . . . . . . .	6
Appendix II — Biographical Details of Directors offering themselves
for re-election . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
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 11:30 a.m. on Friday, 6 May 2016 at JW Marriott Ballroom, Level 3, JW Marriott Hotel, Pacific Place, 88 Queensway, Hong Kong, the notice of which is set out on pages 13 to 18 of this circular, or any adjournment thereof

• “Annual Report”

the annual report of the Company for the year ended 31 December 2015

• “Articles”

the articles of association of the Company

• “close associate(s)”

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

• “Board”

the Board of Directors of the Company

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

• “Companies Ordinance” the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), as amended from time to time

• “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

• “core connected person(s)” 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 number of Shares in issue as at the date of passing the relevant resolution

• “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”

• 30 March 2016, 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

— 1 —

DEFINITIONS

“SFO”	the Securities and Futures Ordinance (Chapter 571 of	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 the Company
“Share Buy-back Mandate”	the general and unconditional mandate to buy-back shares of
	the Company up to 10% of the number of Shares	in issue as
	at the date of passing of the relevant resolution
“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: Hao Jian Min (Chairman and Chief Executive Officer) Xiao Xiao (Vice Chairman) Luo Liang Nip Yun Wing

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 Fan Hsu Lai Tai, Rita Li Man Bun, Brian David

6 April 2016

To the Shareholders

Dear Sir or Madam,

NOTICE OF ANNUAL GENERAL MEETING AND PROPOSALS FOR

GENERAL MANDATES TO BUY-BACK 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 13 to 18 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 buy-back 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.

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LETTER FROM THE BOARD

GENERAL MANDATE TO BUY-BACK SHARES

At the Annual General Meeting, an ordinary resolution numbered 6 will be proposed to grant to the Directors the Share Buy-back Mandate. Under the Share Buy-back Mandate, the maximum number of shares that may be buy-back pursuant to the Share Buy-back Mandate will be such number of shares which represents 10% of the number of Shares in issue as at the date of passing of the relevant resolution.

Based on the number of Shares in issue as at the Latest Practicable Date (i.e. 9,860,581,381 Shares), subject to the passing of the relevant resolution, the Company will be allowed to buy-back a maximum of 986,058,138 Shares (which represents 10% of the number of Shares in issue as at the Latest Practicable Date) on the assumption that there will be no change in the number of Shares in issue prior to the Annual General Meeting.

The Share Buy-back 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 Tuesday, 16 June 2015, 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 up to 20% of the number of Shares in issue as at the date of passing the relevant resolution and the extension of the aforesaid mandate by adding thereto the number of Shares bought back pursuant to the Share Buy-back Mandate.

Based on the number of Shares in issue (i.e. 9,860,581,381 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 1,972,116,276 Shares (which represents 20% of the number of Shares in issue as at the Latest Practicable Date) on the assumption that there will be no change in the number of Shares in issue prior to the Annual General Meeting.

RE-ELECTION OF DIRECTORS

In accordance with Article 105(1) of the Company’s Articles, Mr. Xiao Xiao, Mr. Luo Liang 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.

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LETTER FROM THE BOARD

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 of the Articles 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.

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 Level 22, Hopewell Centre, 183 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 Hao Jian Min

Chairman & Chief Executive Officer

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APPENDIX I EXPLANATORY STATEMENT FOR THE SHARE BUY-BACK 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 buy-back of shares required by section 239(2) 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 buy-back 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 buy-back 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

Buy-back 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 Bought back

A maximum of 10% of the number of shares of a company in issue at the date of passing the relevant resolution may be bought-back on the Stock Exchange.

SHARE CAPITAL

As at the Latest Practicable Date, the number of Shares in issue was 9,860,581,381 Shares.

Subject to the passing of the relevant resolution, the Company will be allowed to buy-back a maximum of 986,058,138 Shares (which represents 10% of the number of Shares in issue as at the Latest Practicable Date) on the assumption that there will be no change in the number of Shares in issue prior to the Annual General Meeting.

REASONS FOR BUY-BACK

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 buy-back Shares on the Stock Exchange. Such buy-back 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 buy-back will benefit the Company and its shareholders.

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APPENDIX I EXPLANATORY STATEMENT FOR THE SHARE BUY-BACK MANDATE

FUNDING OF BUY-BACK

In buying back 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 Articles and the laws of Hong Kong. The Companies Ordinance provides that a company may make a payment in respect of a share buy back out of the distributable profits of the company or out of the proceeds of a fresh issue of shares made for the purpose.

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 2015) in the event that the Share Buy-back Mandate was to be exercised in full at any time during the proposed buy-back period. However, the Directors do not propose to exercise the Share Buy-back 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 close associates, has any present intention to sell any Shares to the Company or any of its subsidiaries in the event that the Share Buy-back Mandate is approved by the shareholders.

No core 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 Share Buy-back 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 buy-back 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 buy-back 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.

As at the Latest Practicable Date, China Overseas Holdings Limited (“ COHL ”) and its wholly owned subsidiary (together “ COHL Group ”) beneficially owned 6,033,123,183 Shares of the Company, in aggregate representing approximately 61.18% of the total number of Shares in issue. 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.

— 7 —

APPENDIX I EXPLANATORY STATEMENT FOR THE SHARE BUY-BACK MANDATE

In the event that the Directors exercised in full the power to buy-back Shares pursuant to the Share Buy-back Mandate, the shareholding of COHL Group (assume the Shares beneficially owned by COHL Group be remained at 6,033,123,183 Shares) would be increased to approximately 67.98% of the then total number of Shares in issue. Thus, the exercise in full of the Share Buy-back Mandate by the Directors would not cause COHL Group to make a mandatory offer under Rule 26 under the Takeovers Code.

Assuming that there is no further issue of shares in the Company other than the issue of the Subscription Shares between the Latest Practicable Date and date of buy-back, the exercise of the Share Buy-back Mandate whether in whole or in part will not result in less than 25% of the total number of Shares in issue being held by the public as required by Rule 8.08 of the Listing Rules.

The Directors have no intention to exercise the Share Buy-back Mandate to such an extent that would result in a requirement of COHL Group 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 BOUGHT-BACK BY THE COMPANY

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

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 March 2015 up to the Latest Practicable Date were as follows:

	Highest	Lowest
	HK$	HK$
2015
March	27.25	21.50
April	32.85	25.00
May	34.05	27.90
June	29.15	26.40
July	27.85	21.80
August	25.70	20.70
September	24.80	21.40
October	26.80	24.10
November	27.00	24.85
December	28.25	24.80
2016
January	26.95	20.45
February	24.00	20.60
March (up to the Latest Practicable Date)	27.50	23.05

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APPENDIX II

BIOGRAPHICAL DETAILS OF DIRECTORS OFFERING THEMSELVES FOR RE-ELECTION

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

Mr. XIAO Xiao

Executive Director, Vice Chairman and Senior Vice President

Aged 59, 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 from 1 February 2005, Vice Chairman of the Company from 22 March 2007 and 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 Director of certain subsidiaries of the Group. He has about 34 years’ management experience in construction and property business.

There is currently no service contract signed between the Company and Mr. Xiao for services as director. However, Mr. Xiao 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 HKD3,344,000 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. As at the Latest Practicable Date, Mr. Xiao has personal interests in 2,838,525 shares of China State Construction International Holdings Limited (an associated corporation of the Company, within the meaning of Part XV of the SFO).

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 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

Mr. LUO Liang

Executive Director, Vice President and Chief Architect

Aged 51, graduated from Huazhong University of Science and Technology, holder of Master degree, Professor Level Senior Architect. He joined the Group in 1999. Mr. Luo has been appointed as Executive Director of the Company from 22 March 2007 and the Vice President of the Company in August 2009. Besides acting as the Executive Director, Vice President and Chief Architect of the Company, Mr. Luo is currently a Director of certain subsidiaries of the Group. He was also a Director of China Overseas Holdings Limited and certain of its subsidiaries. Mr. Luo has about 27 years’ architectural experience.

There is currently no service contract signed between the Company and Mr. Luo for services as director. However, Mr. Luo has entered into employment contract and a letter of appointment as director with the Company. Mr. Luo’s current remuneration package entails total fixed annual remuneration of RMB1,200,000 (approximately HKD1,432,000) 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. As at the Latest Practicable Date, Mr. Luo has personal interests in 70,000 shares of China Overseas Grand Oceans Group Limited (an associated corporation of the Company within the meaning of Part XV of the SFO) and personal interests in 3,531,469 shares of China State Construction International Holdings Limited (an associated corporation of the Company within the meaning of Part XV of the SFO).

Mr. Luo 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. Luo 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

Mr. LI Man Bun, Brian David

MA (Cantab), MBA, FCA, JP

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

Aged 41, joined the Board as an Independent Non-Executive Director of the Company on 19 March 2013 and was appointed Chairman and Member of the Audit Committee and Member of the Nomination Committee and the Remuneration Committee on the same day. Mr. Li is an Executive Director & Deputy Chief Executive of The Bank of East Asia, Limited (“ BEA** ”), primarily responsible for BEA’s China and international businesses. Mr. Li joined BEA in 2002 and served as General Manager & Head of Wealth Management Division from July 2004 to March 2009. Mr. Li was subsequently appointed Deputy Chief Executive in April 2009 and Executive Director in August 2014.

Mr. Li is currently an Independent Non-Executive Director and Chairman of the Audit Committee of Towngas China Company Limited, and an Independent Non-Executive Director of Hopewell Highway Infrastructure Limited.

Mr. Li currently holds a number of public and honorary positions, including being a Member of the Twelfth National Committee of the Chinese People’s Political Consultative Conference, a Member of the Advisory Committee of the Securities and Futures Commission of Hong Kong, Chairman of the Traffic Accident Victims Assistance Advisory Committee of the Government of the Hong Kong Special Administrative Region (“ HKSARG ”), a Member of the HKSARG Small and Medium Enterprises Committee, a member of the HKSARG Aviation Development and Three-runway System Advisory Committee, and a member of Market Development Committee, Financial Services Development Council of the HKSARG.

He is also a Member of the Hong Kong-Europe Business Council, a Member of the Hong Kong-Taiwan Business Co-operation Committee, a member of[#] Asian Financial Forum 2016 Steering Committee, a Committee Member of the Hong Kong Chapter, the Institute of Chartered Accountants in England and Wales (the “ ICAEW ”), a Member of the Inaugural Financial Consulting Committee for Authority of Qianhai Shenzhen-Hong Kong Modern Service Industry Cooperation Zone of Shenzhen, and a Council Member of The Hong Kong Management Association.

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 ICAEW. He holds an MBA degree from Stanford University as well as MA and BA degrees from the University of Cambridge.

As at the Latest Practicable Date, Mr. Li has personal interests in 5,460,000 shares of the Company and 1,820,000 shares of China Overseas Property Holdings Limited (an associated corporation of the Company, within the meaning of Part XV of the SFO).

— 11 —

APPENDIX II BIOGRAPHICAL DETAILS OF DIRECTORS OFFERING THEMSELVES FOR RE-ELECTION

There is currently no service contract signed between the Company and Mr. Li for services as director. However, Mr. Li has entered into a letter of appointment as director with the Company. Mr. Li’s current director’s emoluments are HK$500,000 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.

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.

Save as disclosed above, 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

• Mr. Li will become a member of Asian Financial Forum 2017 Steering Committee with effect from 1st April, 2016.

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NOTICE OF ANNUAL GENERAL MEETING

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(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 JW Marriott Ballroom, Level 3, JW Marriott Hotel, Pacific Place, 88 Queensway, Hong Kong on Friday, 6 May 2016 at 11:30 a.m. for the following matters and purposes:

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 2015.

2. To approve the declaration of a final dividend for the year ended 31 December 2015 of HK$41 cents per share.

3. To re-elect directors of the Company, in particular:

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

5. (b) To re-elect Mr. Luo Liang as Director; and

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

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

8. To appoint auditors for the ensuing year and to authorise the Board to fix their remuneration.

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NOTICE OF ANNUAL GENERAL MEETING

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

ORDINARY RESOLUTIONS

1. “ THAT :

2. (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 buy-back shares of the Company be and is hereby generally and unconditionally approved;

3. (b) the number of the shares of the Company which may be bought back 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 Buy-backs pursuant to the approval in paragraph (a) above shall not exceed 10 per cent. of the number of shares of the Company in issue as at the date of passing this Resolution (subject to adjustment according to paragraph (d) below), and the said approval shall be limited accordingly; and

4. (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 expiry 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 622 of the Laws of Hong Kong) to be held;

• (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; and

• (d) if, after the passing of this Resolution, the Company alters its share capital by converting its shares into a larger or smaller number of shares, the number of shares subject to the limit set out in paragraph (b) above shall be adjusted by being multiplied by the following fraction:

A/B

Where:

A is the number of shares of the Company in issue immediately after such alteration;

B is the number of shares of the Company in issue immediately before the alteration.

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NOTICE OF ANNUAL GENERAL MEETING

Such adjustment shall take effect at the same time as the alteration takes effect.”

1. “ THAT :

2. (a) subject to paragraph (c) below, pursuant to Section 141 of the Companies Ordinance (Chapter 622 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 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;

3. (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;

4. (c) the number of shares of the Company 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 number of shares of the Company in issue at the date of passing this Resolution (subject to adjustment according to paragraph (e) below); and

• (bb) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the number of shares of the Company bought back

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NOTICE OF ANNUAL GENERAL MEETING

by the Company subsequent to the passing of this Resolution (up to a maximum equivalent of 10% of the number of shares of the Company in issue as at the date of passing this Resolution) (subject to adjustment according to paragraph (e) below),

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

• (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;

• (ii) the expiry 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 622 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); and

• (e) if, after the passing of this Resolution, the Company alters its share capital by converting its shares into a larger or smaller number of shares, the number of shares subject to the limits set out in subparagraphs (aa) and (bb) of paragraph(c) above shall be adjusted by being multiplied by the following fraction:

A/B

Where:

A is the number of shares of the Company in issue immediately after such alteration;

B is the number of shares of the Company in issue immediately before the alteration.

Such adjustment shall take effect at the same time as the alteration takes effect.”

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NOTICE OF ANNUAL GENERAL MEETING

1. “ THAT conditionally 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 a number of shares representing the aggregate number of shares of the Company bought back 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 number shall not exceed 10 per cent. of the number of shares of the Company in issue as at the date of passing this Resolution (subject to adjustment according to paragraph (e) of the Resolution no.7).”

By Order of the Board Keith Cheung Company Secretary

Hong Kong, 6 April 2016

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 Level 22, Hopewell Centre, 183 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).

• (c) For determining the right to attend and vote at the Meeting, the register of members of the Company will be closed from Thursday, 5 May 2016 to Friday, 6 May 2016, 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 Wednesday, 4 May 2016.

• (d) With regard to matters Nos. 1, 2, 3, 4 and 5 set out in this notice, relevant Ordinary Resolutions will be moved for each of these matters at the meeting.

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NOTICE OF ANNUAL GENERAL MEETING

• (e) With regard to matter No. 3 regarding re-election of directors of the Company, separate Ordinary Resolutions will be moved at the meeting to —

• (i) re-elect Mr. Xiao Xiao as director of the Company.

• (ii) re-elect Mr. Luo Liang as director of the Company.

(iii) re-elect Mr. Li Man Bun, Brian David as director of the Company.

• (f) 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 2015 Annual Report.

• (g) 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 buy-back 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 (f) above.

• (h) 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.

• (i) 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.

• (j) As at the date of this notice of annual general meeting, Messrs. Hao Jian Min (Chairman and Chief Executive Officer), Xiao Xiao (Vice Chairman), Luo Liang and Nip Yun Wing are the executive directors; Mr. Zheng Xuexuan is the non-executive director; and Mr. Lam Kwong Siu, Mr. Li Man Bun, Brian David and Madam Fan Hsu Lai Tai, Rita are the independent non-executive directors of the Company.

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