China Overseas Land & Investment : Proxy Form (annual General Meeting - 14 June 2019 and Any Adjournment Thereof)

(incorporated in Hong Kong with limited liability)

(Stock Code: 688)

Number of shares to which this proxy form relates Note 1

Proxy Form

(for Annual General Meeting - 14 June 2019)

(or at any adjournment thereof)

I/We (Note 2) of

being the registered holder(s) of		_ ordinary shares of CHINA OVERSEAS
LAND & INVESTMENT LIMITED		中國海外發展有限公司 (the "Company"), HEREBY APPOINT THE CHAIRMAN OF THE MEETING
or (Note 3)

of

as my/our proxy to attend and vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at LL Level, Ballroom, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Friday, 14 June 2019 at 11:00 a.m. and at any adjournment thereof and to vote for me/us in my/our name(s) in respect of the resolutions set out in the notice convening the said meeting as indicated below. I/We direct that my/our vote(s) be cast on the specified resolutions as indicated by an "√" in the appropriate boxes. In the absence of any indication, the proxy may vote in respect of that resolution at his/her discretion.

		ORDINARY RESOLUTIONS				FOR(Note 4)	AGAINST(Note 4)
1.	To receive and adopt the audited financial statements, the report of Directors and the independent auditor's
	report for the year ended 31 December 2018.
2.	To approve the declaration of a final dividend for the year ended 31 December 2018 of HK50 cents per
	Share.
3.	(a)	To re-elect Mr. Yan Jianguo as Director.
	(b)	To re-elect Mr. Luo Liang as Director.
	(c)	To re-elect Mr. Guo Guanghui as Director.
	(d)	To re-elect Mr. Chang Ying as Director.
4.	To authorise the Board to fix the remuneration of the Directors.
5.	To appoint Messrs. PricewaterhouseCoopers as 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.
6.	To approve the granting to the Directors the general and unconditional mandate to buy back Shares up to
	10% of the number of Shares in issue.(Note 10)
7.	To approve the granting to the Directors the general and unconditional mandate to allot, issue and deal with
	new Shares not exceeding 20% of the number of Shares.(Note 10)
8.	To	approve the extension of the authority granted to the 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.(Note 10)
9.	To approve, ratify and confirm the 2019 Master 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).(Note
	10)
Dated:			2019	Signature (Note 5)

Notes:

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

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

3.If any proxy other than the Chairman is preferred, strike out "THE CHAIRMAN OF THE MEETING or" and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE IN THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4.IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK THE APPROPRIATE BOXES MARKED "FOR". IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK THE APPROPRIATE BOXES MARKED "AGAINST". Failure to complete the boxes will entitle your proxy to cast his votes at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

5.This form of proxy 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 duly authorised.

6.Where there are joint registered holders of any share, any one of such persons may vote at the meeting either personally or by proxy in respect of such share as if he was solely entitled thereto, but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present whose name stands first on the Register of Members in respect of such share shall alone be entitled to vote in respect thereof.

7.To be valid, this 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 Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong before 11:00 am on Wednesday, 12 June 2019 (i.e. at least 48 hours (excluding any part of a day that is a public holiday) before the time appointed for holding this Annual General Meeting or adjourned meeting (as the case may be)).

8.Any member entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy or proxies to attend and, on a poll, vote in his stead. The proxy need not be a member of the Company.

9.Completion and return of this 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.

10.The full text of the ordinary resolutions appear in the notice of Annual General Meeting contained in the Circular to the Shareholders.

11.Shareholders or proxies who attend the Annual General Meeting in person will each receive ONE cake coupon as a token of the Company's appreciation. If a Shareholder is also appointed as proxy/proxies of other Shareholder(s), or a proxy represents multiple Shareholders, the number of cake coupon each of the aforesaid Shareholder or proxy will receive is limited to ONE.

PERSONAL INFORMATION COLLECTION STATEMENT

"Personal Data" in this proxy form has the same meaning as "personal data' in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong ("PDPO"), which includes your and your proxy's name and address.

Your and your proxy's Personal Data provided on this proxy form is supplied on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the General Meeting of the Company (the "Purposes"). Failure to provide sufficient information may render the Company not able to process your instructions and/or request as stated in this proxy form.

Your and your proxy's Personal Data may be disclosed or transferred by the Company to its subsidiaries, share registrar, agent, contractor, or third party service provider who provides administrative, computer and other services to the Company for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Such Personal Data will be retained for such period as may be necessary to fulfill the Purposes.

By providing your proxy's Personal Data in this form, you should have obtained the express consent (which has not been withdrawn in writing) from your proxy in using his/her personal data provided in this proxy form and that you have informed your proxy of the purpose for and the manner in which his/her data may be used.

You/your proxy have/has the right to request access to and/or correction of your/your proxy's Personal Data in accordance with the provisions of the PDPO. We have the right to charge a reasonable fee for processing any Personal Data access and/or correction request. Any request for access to and/or correction of your/your proxy's Personal Data should be in writing and sent to the Personal Data Privacy Officer of the Company's registrar and transfer office, Tricor Standard Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong.