China Overseas Land & Investment : Announcements and Notices - Poll Results of the Annual General Meeting Held on 14 June 2019

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(incorporated in Hong Kong with limited liability)

(Stock Code: 688)

Poll Results of

the Annual General Meeting held on 14 June 2019

The Board is pleased to announce that all the resolutions as set out in the AGM Notice were duly passed by the shareholders of the Company by way of poll at the AGM held on 14 June 2019.

The board of directors (the "Board") of China Overseas Land & Investment Limited (the "Company") is pleased to announce that all the resolutions as set out in the notice of annual general meeting (the "AGM") dated 24 April 2019 (the "AGM Notice") were duly passed by shareholders of the Company by way of poll as demanded by the Chairman at the AGM held on 14 June 2019, and the results are as follows:-

		Number of votes cast
	Ordinary Resolutions	(percentage of total number	Total number
	of votes cast)	of votes cast
		For	Against
1.	To receive and adopt the	10,077,653,424	82,000	10,077,735,424
	audited financial statements,	(99.99%)	(0.01%)	(100%)
	the report of Directors and the
	independent auditor's report
	for the year ended 31
	December 2018.

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						Number of votes cast
	Ordinary Resolutions		(percentage of total number	Total number
		of votes cast)	of votes cast
						For	Against
2.	To approve the declaration of a	10,079,745,848	0	10,079,745,848
	final dividend for the year	(100%)	(0.00%)	(100%)
	ended 31 December 2018 of
	HK50 cents per Share.
3.	(a) To re-elect Mr. Yan	9,772,887,148	229,895,150	10,002,782,298
	Jianguo as Director.		(97.70%)	(2.30%)	(100%)
	(b) To re-elect Mr. Luo Liang	9,997,579,673	82,164,357	10,079,744,030
	as Director.			(99.18%)	(0.82%)	(100%)
	(c) To re-elect Mr. Guo	9,997,579,673	82,164,357	10,079,744,030
	Guanghui as Director.	(99.18%)	(0.82%)	(100%)
	(d) To re-elect Mr. Chang	9,603,719,824	476,024,206	10,079,744,030
	Ying as Director.			(95.28%)	(4.72%)	(100%)
4.	To authorise the Board to fix	10,025,896,666	10,813,742	10,036,710,408
	the	remuneration	of	the	(99.89%)	(0.11%)	(100%)
	Directors.
5.	To	appoint	Messrs.	10,042,441,028	35,953,110	10,078,394,138
	PricewaterhouseCoopers	as	(99.64%)	(0.36%)	(100%)
	auditor of the Company to hold
	office until the conclusion of
	the	next	annual	general
	meeting and to authorise the
	Board	to	fix		their
	remuneration.

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									Number of votes cast
	Ordinary Resolutions		(percentage of total number of	Total number
		votes cast)	of votes cast
									For	Against
6.	To approve the granting to the	10,075,240,040	3,809,000	10,079,049,040
	Directors	the	general	and	(99.96%)	(0.04%)	(100%)
	unconditional mandate to buy
	back Shares up to 10% of the
	number of Shares in issue.
7.	To approve the granting to the	7,668,337,536	2,187,709,329	9,856,046,865
	Directors	the	general	and	(77.80%)	(22.20%)	(100%)
	unconditional		mandate	to
	allot, issue and deal with new
	Shares not exceeding 20% of
	the number of Shares.
8.	To approve the extension of	7,683,540,822	2,172,507,861	9,856,048,683
	the	authority		granted	to	the	(77.96%)	(22.04%)	(100%)
	Directors	by		resolution	7
	above by adding the number
	of	Shares		bought	back
	pursuant	to		the	authority
	granted to the Directors by
	resolution 6 above.
9.	To	approve,	ratify		and	3,944,398,654	960,011	3,945,358,665
	confirm	the		2019	Master	(99.98%)	(0.02%)	(100%)
	Engagement	Agreement	(as
	defined in the circular of the
	Company	dated	24	April
	2019, the "Circular") and the
	Continuing			Connected
	Transactions	(as	defined	in
	the	Circular),	and	the
	implementation thereof,	and
	to approve the Cap (as
	defined in the Circular).

As more than 50% of the votes were cast in favour of all of the above resolutions, all of the above resolutions were duly passed as ordinary resolutions.

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Notes:

1. Number of shares entitling the holders to attend and vote on ordinary resolutions No. 1 to No. 8 at the AGM: 10,956,201,535 shares.
2. Number of shares for holders required under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") to abstain from voting on ordinary resolutions No. 1 to No. 8 at the AGM: Nil.
3. As stated in the Circular, China State Construction Engineering Corporation Limited (being the intermediate holding company of the Company) and its associates (including its wholly-owned subsidiaries, China Overseas Holdings Limited and Silver Lot Development Limited), which together held 6,134,345,183 Shares (representing approximately 55.99% of the total number of shares in issue of the Company) as at the date of the AGM, are required to abstain from voting on the ordinary resolution No. 9 at the AGM.
4. Number of shares entitling the holders to attend and abstain from voting in favour as set out in Rule 13.40 of the Listing Rules at the AGM: Nil.
5. The Company's registrar and transfer office, Tricor Standard Limited, was appointed as the scrutineer at the AGM for the purpose of vote-taking.

By Order of the Board

China Overseas Land & Investment Limited

Yan Jianguo

Chairman and Chief Executive Officer

Hong Kong, 14 June 2019

As at the date of this announcement, Mr. Yan Jianguo (Chairman and Chief Executive Officer) and Mr. Luo Liang and Mr. Guo Guanghui are the executive directors; Mr. Chang Ying is the non-executive director; and Mr. Lam Kwong Siu, Dr. Fan Hsu Lai Tai, Rita and Mr. Li Man Bun, Brian David are the independent non-executive directors of the Company.

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