Beijing Urban Construction Design & Development Group Co., Limited — Proxy Solicitation & Information Statement 2024

Jan 11, 2024

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

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(incorporated in Hong Kong with limited liability)

(Stock Code: 688)

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that a general meeting (the ‘‘ GM ’’) of China Overseas Land & Investment Limited (the ‘‘ Company ’’) will be held on Wednesday, 31 January 2024 at 11:00 a.m. (or any adjournment thereof) via the e-Meeting System for the purpose of considering and, if thought fit, passing the following resolution as ordinary resolution of the Company:

ORDINARY RESOLUTION

‘‘ THAT :

• (A) the Cooperation Agreement (as defined in the circular of the Company dated 12 January 2024 of which this notice forms part (the ‘‘ Circular ’’)) and the transactions contemplated thereunder and the implementation thereof be and are hereby approved, confirmed and ratified; and

• (B) any one director of the Company be and is hereby authorised for and on behalf of the Company to execute all such other documents, instruments and agreements and to do all such acts or things deemed by him/her to be incidental to, ancillary to or in connection with the matters contemplated in the Cooperation Agreement and the transactions contemplated thereunder and the implementation thereof including the affixing of common seal thereon.’’

By Order of the Board

China Overseas Land & Investment Limited

Yan Jianguo

Chairman and Executive Director

Hong Kong, 12 January 2024

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Notes:

• (a) All registered Shareholders will be able to join the GM via the e-Meeting System. The e-Meeting System can be accessed from any location with access to the internet via smartphone, tablet device or computer. All nonregistered Shareholders may consult directly with their banks, brokers, custodians or Hong Kong Securities Clearing Company Limited (as the case may be) for necessary arrangement to attend and vote via the e-Meeting System at the GM if they wish.

• (b) Any member entitled to attend and vote at the GM via e-Meeting System is entitled to appoint a proxy or proxies to attend and, on a poll, vote in his stead. A proxy needs not be a member of the Company.

• (c) 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 Company’s registrar and transfer office, Tricor Standard Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for holding the GM or any adjournment thereof (as the case may be).

• (d) In the case of joint holders of any share(s), only ONE PAIR of log-in username and password for the e-Meeting System will be provided to the joint holders. Any one of such joint holders may attend or vote in respect of such share(s) as if he/she/it was solely entitled thereto.

• (e) Completion and return of the form of proxy will not preclude you from attending and voting via the e-Meeting System at the GM 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.

• (f) For determining the right to attend and vote at the GM, the register of members of the Company will be closed from Monday, 29 January 2024 to Wednesday, 31 January 2024, 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 GM, all properly completed and duly stamped transfer forms accompanied by the relevant share certificates must be lodged with the Company’s registrar and transfer office, Tricor Standard Limited, at the address set out at note (c) above, for registration not later than 4:30 p.m. on Friday, 26 January 2024.

• (g) Pursuant to Rule 13.39(4) of the Listing Rules, all votes of the Shareholders at the GM in respect of the resolution set out in this notice will be taken by poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

• (h) As at the date of this notice, Mr. Yan Jianguo (Chairman), Mr. Luo Liang (Vice Chairman), Mr. Zhang Zhichao (Chief Executive Officer) and Mr. Guo Guanghui are the Executive Directors; Mr. Zhuang Yong (Vice Chairman) and Mr. Zhao Wenhai are the Non-executive Directors; and Mr. Li Man Bun, Brian David, Professor Chan Ka Keung, Ceajer and Dr. Chan Ching Har, Eliza are the Independent Non-executive Directors of the Company.

• (i) The Chinese translation of this notice is for reference only. In case of any inconsistency, the English version shall prevail.

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