China Overseas Property : Form of Proxy for the Extraordinary General Meeting (or Any Adjournment Thereof)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING (OR ANY ADJOURNMENT THEREOF)

I/We (note 1) of being the registered holder(s) of (Note 2) ordinary shares of HK$0.001 each in the share capital of China Overseas Property Holdings Limited (the ''Company''), HEREBY APPOINT THE CHAIRMAN OF THE MEETING (Note 3) or

of as my/our proxy to attend the Extraordinary General Meeting (and any adjourned meeting) of the Company to be held at Studio 1 & 2, 7/F., W Hong Kong, 1 Austin Road West, Kowloon Station, Kowloon, Hong Kong, on Tuesday, 26 September 2017 at 10:00 a.m. for the purposes of considering and, if thought fit, passing the resolutions as set out in the notice convening the said meeting and at such meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below.

ORDINARY RESOLUTIONS (Note4)		FOR (Note 5)	AGAINST (Note 5)
1.	(i) To approve, confirm and ratify the CSCEC Services Agreement; To approve any one director of the Company to execute all such other documents and to do all such acts or things deemed by him/her to be incidental to or in connection with the matters contemplated in the CSCEC Services Agreement. (ii) To approve the CSCEC Services Caps; and
2.	(i) To approve, confirm and ratify the CSC Services Agreement; To approve any one director of the Company to execute all such other documents and to do all such acts or things deemed by him/her to be incidental to or in connection with the matters contemplated in the CSC Services Agreement. (ii) To approve the CSC Services Caps; and
3.	To re-elect Mr. Yan Jianguo as director of the Company.

* The full text of the resolutions are set out in the notice of the Extraordinary General Meeting dated 30 August 2017.

Dated this day of 2017 Signature(s) (Note6)

Notes:

1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS. The names of all joint registered holders should be stated.

2. Please insert the number of shares of the Company registered in your name(s) to which this proxy relates. If no number is inserted, this proxy form will be deemed to relate to all shares of the Company registered in your name(s).

3. If any proxy other than the Chairman of the Meeting is preferred, strike out ''THE CHAIRMAN OF THE MEETING'' and insert the name and address of the proxy desired in the space provided. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS PROXY.

4. The resolutions are summarised in this proxy form only.

5. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK THE BOX MARKED ''FOR'' BESIDE THE APPROPRIATE RESOLUTION. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK THE BOX MARKED ''AGAINST'' BESIDE THE APPROPRIATE RESOLUTION. If no direction is given, your proxy may vote or abstain as he/she thinks fit. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

6. This proxy form must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer or attorney or other person duly authorised to sign the same.

7. Any alteration made to this proxy form must be initialled by the person who signs it.

8. In order to be valid, this proxy form 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 Hong Kong branch share registrar, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof (as the case may be).

9. Where there are joint holders of any share of the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at any meeting the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

10. The proxy need not be a member of the Company but must attend the Meeting in person to represent you.

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