China Overseas Land & Investment : PROPOSALS FOR (1) GENERAL MANDATES TO BUY BACK AND ISSUE SHARES; AND (2) RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

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).

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.

(incorporated in Hong Kong with limited liability)

(Stock Code: 688)

PROPOSALS FOR

1. GENERAL MANDATES TO BUY BACK AND ISSUE SHARES; AND

1. RE-ELECTIONOF RETIRING DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

A Notice of AGM to be held on Tuesday, 22 June 2021 at 11:00 a.m. is set out on pages 18 to 23 of this circular. Whether or not you intend to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at the Company's registrar and transfer office, Tricor Standard Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as practicable but in any event before 11:00 a.m. on Friday, 18 June 2021. The deposit of the duly completed and signed form of proxy at the Company's registrar and transfer office will not preclude you from attending and voting in person at the AGM should you so wish.

In light of the continuing risks posed by the coronavirus disease 2019 (COVID-19) pandemic, the Company strongly encourages Shareholders NOT to attend the AGM in person, and advises Shareholders to (1) appoint the Chairman of the AGM as your proxy to vote according to your indicated voting instructions and/or (2) view and listen to the AGM by webcast. Shareholders are advised to read the leaflet attached to this circular for further details.

To the extent permitted by law, the Company reserves the right to deny entry into the AGM venue or require any person to leave the AGM venue so as to ensure the health and safety of the attendees at the AGM.

We are closely monitoring the impact of COVID-19 in Hong Kong. Should any changes be made to the AGM arrangements, we will notify Shareholders via an announcement posted on the Company's website (www.coli.com.hk) and the website of the Stock Exchange (www.hkexnews.hk).

29 April 2021

		CONTENTS
			Page
Definitions .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	General Mandate to Buy Back Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
3.	General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
4.	Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
5.	Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
6.	Voting by Way of Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
7.	Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
8.	Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I	- Explanatory Statement for the Share Buy-back Mandate . . . . . . . . . .	8
Appendix II	- Details of Directors Offering Themselves for Re-election . . . . . . . . . .	12
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18

- i -

DEFINITIONS

In this circular, the following expressions shall have the following meanings unless the context indicates otherwise:

''AGM''	the annual general meeting of the Company to be held on
	Tuesday, 22 June 2021 at 11:00 a.m. at Meeting Room
	''Queensway'', Level 3, JW Marriott Hotel Hong Kong,
	Pacific Place, 88 Queensway, Hong Kong, the notice of
	which is set out on pages 18 to 23 of this circular, or any
	adjournment thereof
''Annual Report''	the annual report of the Company for the year ended 31
	December 2020
''Articles''	the articles of association of the Company
''Board''	the board of Directors
''close associate(s)''	has the same meaning as ascribed to it under the Listing
	Rules
''COGO''	China Overseas Grand Oceans Group Limited, a company
	incorporated in Hong Kong with limited liability and whose
	shares are listed on the Main Board of the Stock Exchange
	(stock code: 81)
''COHL''	China Overseas Holdings Limited, a company incorporated
	in Hong Kong with limited liability, the controlling
	Shareholder of the Company
''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 whose
	Shares are listed on the Main Board of the Stock Exchange
	(stock code: 688)
''COPL''	China Overseas Property Holdings Limited, a company
	incorporated in the Cayman Islands with limited liability
	and whose shares are listed on the Main Board of the Stock
	Exchange (stock code: 2669)
''core connected person(s)''	has the same meaning as ascribed to it under the Listing
	Rules

- 1 -

	DEFINITIONS
''CSC''	China State Construction International Holdings Limited, a
	company incorporated in the Cayman Islands with limited
	liability and whose shares are listed on the Main Board of
	the Stock Exchange (stock code: 3311)
''CSCEC''	中國建築集團有限公司( C h i n a S t a t e C o n s t r u c t i o n
	Engineering Corporation*), a state-owned corporation
	organised and existing under the laws of Mainland China,
	being the ultimate holding company of the Company
''CSCECL''	China State Construction Engineering Corporation Limited,
	a joint stock company incorporated in Mainland China and
	whose shares are listed on the Shanghai Stock Exchange
	(stock code: 601668) and is a non-wholly owned subsidiary
	of CSCEC
''Directors''	the directors of the Company
''Group''	the Company and its subsidiaries (excluding subsidiary(ies)
	listed on any stock exchange) from time to time
''HK$''	Hong Kong dollars, the lawful currency of Hong Kong
''Hong Kong'' or ''HKSAR''	the Hong Kong Special Administrative Region of the
	People's Republic of China
''Issue Mandate''	a general and unconditional 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
''Latest Practicable Date''	22 April 2021, 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
''Macao''	the Macao Special Administrative Region of the People's
	Republic of China
''Mainland China''	the People's Republic of China, which for the purpose of
	this circular excludes Hong Kong, Macao and Taiwan
''Notice of AGM''	the notice convening the AGM as set out on pages 18 to 23
	of this circular

- 2 -

	DEFINITIONS
''RMB''	Renminbi, the lawful currency of Mainland China
''Share Buy-back Mandate''	a general and unconditional mandate to buy back Shares up
	to 10% of the number of Shares in issue as at the date of
	passing of the relevant resolution
''Share Options''	means an option to subscribe for Shares granted pursuant to
	the share option incentive scheme adopted by the Company
	on 11 June 2018
''Share(s)''	the ordinary share(s) of the Company
''Shareholder(s)''	the holder(s) of the Share(s)
''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''	Codes on Takeovers and Mergers and Share Buy-backs
''%''	per cent.

• English translation for identification purpose only

- 3 -

LETTER FROM THE BOARD

(incorporated in Hong Kong with limited liability)

(Stock Code: 688)

Executive Directors:	Registered Office:
Yan Jianguo (Chairman)	10/F., Three Pacific Place,
Luo Liang	1 Queen's Road East,
Zhang Zhichao	Hong Kong
Guo Guanghui
Non-Executive Directors:
Zhuang Yong
Chang Ying
Independent Non-Executive Directors:
Fan Hsu Lai Tai, Rita
Li Man Bun, Brian David
Chan Ka Keung, Ceajer
	29 April 2021
To the Shareholders
Dear Sir or Madam,

PROPOSALS FOR

1. GENERAL MANDATES TO BUY BACK AND ISSUE SHARES; AND

1. RE-ELECTIONOF RETIRING DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with information regarding the proposed (i) re-election of retiring Directors (ordinary resolution no. 3); (ii) general mandates to buy back and issue Shares (ordinary resolutions nos. 6 to 8); and (iii) the Notice of AGM (which is set out on pages 18 to 23 of this circular).

- 4 -

LETTER FROM THE BOARD

2. GENERAL MANDATE TO BUY BACK SHARES

At the annual general meeting of the Company held on 26 June 2020, a general mandate was given to the Directors to exercise all the powers of the Company to, among others, buy back its own Shares. Such general mandate will lapse at the conclusion of the AGM unless renewed at that meeting.

At the AGM, ordinary resolution no. 6 will be proposed to grant the Share Buy-back Mandate to the Directors to buy back Shares up to a maximum of 10% of the number of Shares in issue as at the date of passing of the relevant resolution.

Subject to the passing of the relevant resolution and on the assumption that there will be no change in the number of Shares in issue prior to the AGM, the Company will be allowed to buy back a maximum of 1,094,481,503 Shares (which represents 10% of the number of Shares in issue as at the Latest Practicable Date, i.e. 10,944,815,035 Shares).

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 a general meeting.

In accordance with the Listing Rules, the Company is required to send to the Shareholders an explanatory statement which is set out in Appendix I to this circular.

3. GENERAL MANDATE TO ISSUE SHARES

At the annual general meeting of the Company held on 26 June 2020, a general mandate was given to the Directors to exercise all the powers of the Company to issue new Shares. Such general mandate will lapse at the conclusion of the AGM unless renewed at that meeting.

At the AGM, ordinary resolutions nos. 7 and 8 will be proposed to grant the Issue 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 of the relevant resolution and the extension of the Issue Mandate by adding thereto the number of Shares bought back pursuant to the Share Buy-back Mandate.

Subject to the passing of the relevant resolution and on the assumption that there will be no change in the number of Shares in issue prior to the AGM, the Company will be allowed to issue a maximum of 2,188,963,007 Shares (which represents 20% of the number of Shares in issue as at the Latest Practicable Date, i.e. 10,944,815,035 Shares).

4. RE-ELECTION OF RETIRING DIRECTORS

The Board currently consists of nine Directors, of which four are Executive Directors, namely Mr. Yan Jianguo, Mr. Luo Liang, Mr. Zhang Zhichao and Mr. Guo Guanghui; two are Non-executive Directors, namely Mr. Zhuang Yong and Mr. Chang Ying; and three are Independent Non-executive Directors, namely Dr. Fan Hsu Lai Tai, Rita, Mr. Li Man Bun, Brian David and Professor Chan Ka Keung, Ceajer.

- 5 -

LETTER FROM THE BOARD

In accordance with Articles 96 and 105(1) of the Articles, Mr. Yan Jianguo, Mr. Luo Liang, Mr. Chang Ying and Professor Chan Ka Keung, Ceajer shall retire at the AGM and, being eligible, will offer themselves for re-election. As required by the Listing Rules, the biographical details of the retiring Directors are set out in Appendix II to this circular.

The Nomination Committee of the Company is responsible for overseeing the appointment or re-appointment of Directors and the succession planning of the Board, having due regard to the Board Diversity Policy and the Nomination Policy of the Company, and making recommendation to the Board. In accordance with the Nomination Policy, the management team led by the Chairman of the Board will identify a wide and diverse range of candidates from various backgrounds that would be attributable to the business needs and submit the shortlisted candidates to the Nomination Committee for approval. Having gone through such process, the Nomination Committee recommended Professor Chan Ka Keung, Ceajer to the Board which appointed Professor Chan as the Independent Non-executive Director and the Chairman of the Remuneration Committee on 27 June 2020.

For the purpose of the forthcoming AGM, the Nomination Committee, having reviewed the Board's composition, nominated Mr. Yan Jianguo, Mr. Luo Liang, Mr. Chang Ying and Professor Chan Ka Keung, Ceajer to the Board for it to recommend to the Shareholders for reelection at the AGM. Professor Chan Ka Keung, Ceajer who is a member of the Nomination Committee, abstained from voting at the Nomination Committee meeting when his own nomination was being considered.

Professor Chan Ka Keung, Ceajer, being an Independent Non-executive Director eligible for re-election at the AGM, has made an annual confirmation of independence pursuant to Rule

3.13 of the Listing Rules. In considering the re-appointment of the retiring Directors, the Nomination Committee has assessed and considered that Professor Chan Ka Keung, Ceajer meets the independence guidelines of the Listing Rules and believes that Professor Chan's skills, knowledge and experiences will continue to benefit to the Board, the Company and the Shareholders as a whole.

Based on the aforesaid, the Board, on the recommendation of the Nomination Committee, is of the view that Professor Chan is able to complement the professional background of the composition of the Board in terms of expertise in finance and public administration. During the past year, Professor Chan attended and actively participated in the discussions in all Board meetings and committee meetings which he was eligible to attend.

Accordingly, the Nomination Committee and the Board are satisfied that Professor Chan has demonstrated his abilities to provide independent, balanced and objective view to the Company's affairs supported by his perspectives, skills and experiences and believes that Professor Chan will continue to maintain an independent view of the Company's affairs, and will continue to bring his relevant knowledge and experiences to the Board so as to enhance the diversity of the Board. The Board has recommended Professor Chan to be re-elected as Director at the AGM upon the recommendation of the Nomination Committee.

- 6 -

LETTER FROM THE BOARD

5. ANNUAL GENERAL MEETING

A Notice of AGM to be held on Tuesday, 22 June 2021 at 11:00 a.m. is set out on pages 18 to 23 of this circular. Whether or not you intend to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at the Company's registrar and transfer office, Tricor Standard Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as practicable but in any event before 11:00 a.m. on Friday, 18 June 2021. The deposit of the duly completed and signed form of proxy at the Company's registrar and transfer office will not preclude you from attending and voting in person at the AGM should you so wish.

6. VOTING BY WAY OF POLL

In accordance with Rule 13.39(4) of the Listing Rules, voting at the AGM will be conducted by poll. The chairman of the AGM will accordingly demand a poll in accordance with Article 74 of the Articles for all the resolutions set out in the Notice of AGM.

7. CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Thursday, 17 June 2021 to Tuesday, 22 June 2021, both dates inclusive, for the purpose of determining Shareholders' entitlement to attend and vote at the AGM.

In order to qualify for attending and voting at the AGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's registrar and transfer office, Tricor Standard Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration no later than 4:30 p.m. on Wednesday, 16 June 2021.

8. RECOMMENDATIONS

The Directors consider that the proposed ordinary resolutions as set out in the Notice of AGM (including the re-election of the retiring Directors and the granting of Share Buy-back Mandate and Issue Mandate) are all in the best interest of the Company and the Shareholders as a whole. Accordingly, the Directors recommend you to vote in favour of all such resolutions at the AGM.

Yours faithfully,

for and on behalf of the Board

China Overseas Land & Investment Limited

Yan Jianguo

Chairman and Executive Director

- 7 -

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 resolution.

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.

1. 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 10,944,815,035 Shares.

Subject to the passing of the relevant resolution and on the assumption that there will be no change in the number of Shares in issue prior to the AGM, the Company will be allowed to buy back a maximum of 1,094,481,503 Shares (which represents 10% of the number of Shares in issue as at the Latest Practicable Date).

REASONS FOR BUY-BACK

The Directors believe that it is in the best interest of the Company and the Shareholders to have general authority from the 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 the Shareholders.

- 8 -

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 Companies Ordinance. 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) 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 Rules 26 and 32 of the Takeovers Code.

- 9 -

APPENDIX I EXPLANATORY STATEMENT FOR THE SHARE BUY-BACK MANDATE

As at the Latest Practicable Date, COHL and its wholly-owned subsidiary (collectively ''COHL Group'') beneficially owned 6,134,345,183 Shares, in aggregate representing approximately 56.05% of the total number of Shares in issue. COHL is ultimately beneficially owned by CSCEC which is a state-owned enterprise established in Mainland China.

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 (assuming that the Shares beneficially owned by COHL Group remain at 6,134,345,183 Shares) would be increased to approximately 62.28% 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 Rules 26 and 32 of the Takeovers Code.

SHARE BOUGHT BACK BY THE COMPANY

The Company bought back a total of 10,270,000 Shares on the Stock Exchange during the six months immediately preceding the Latest Practicable Date (i.e. 22 October 2020 to 22 April

2021) and details of which are as follows:

		Number
		of Shares
Date of Buy-back	bought back	Price per Share
				Highest	Lowest
				HK$	HK$
8	December 2020	500,000		17.82	17.82
9	December 2020	500,000		17.64	17.64
24 December 2020	900,000		17.32	17.16
6	January 2021	3,000,000	15.42	15.16
7	January 2021	2,000,000	15.18	15.08
8	January 2021	2,490,000	15.64	15.30
25 January 2021	880,000		18.30	18.20
		10,270,000

Save as disclosed above, the Company had not bought back any Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

- 10 -

APPENDIX I EXPLANATORY STATEMENT FOR THE SHARE BUY-BACK MANDATE

SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the previous 12 months before the Latest Practicable Date were as follows:

	Highest	Lowest
	HK$	HK$
2020
April	28.50	23.50
May	28.45	23.30
June	25.55	23.45
July	27.05	23.10
August	24.15	22.45
September	22.60	19.02
October	20.50	18.84
November	21.90	17.56
December	19.40	16.36
2021
January	19.98	14.92
February	21.00	17.38
March	21.95	18.50
April (up to the Latest Practicable Date)	20.60	19.46

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APPENDIX II DETAILS OF DIRECTORS OFFERING THEMSELVES FOR RE-ELECTION

The followings are the particulars of the four retiring Directors proposed to be re-elected at the AGM.

Mr. YAN Jianguo

Chairman and Executive Director

Experience

Aged 54, graduated from Chongqing Institute of Architectural and Engineering (now known as Chongqing University) majoring in Industrial and Civil Construction in 1989, and obtained an MBA degree from Guanghua School of Management in Peking University in 2000 and a PhD degree in Marketing from Wuhan University in 2017. Mr. Yan joined CSCEC in 1989 and had been seconded to the Company twice. During the year 1990 to 1992, he had been working for the Shenzhen Branch of China Overseas Development Group Co., Ltd.* (the ''Property Group'', a wholly-owned subsidiary of the Company) and had held a number of positions, including site engineer and department head. He was assigned to the Company again from 2001 to 2011 and had been Assistant General Manager of Guangzhou Branch, Deputy General Manager of Shanghai Branch, General Manager of Suzhou Branch, General Manager of Shanghai Branch, Vice Managing Director of the Property Group and President of Northern China Region. Mr. Yan had worked in CSCEC from 2011 to June 2014 and had been Director of the General Office, General Manager of Information Management Department, Chief Information Officer and Assistant General Manager.

Mr. Yan joined Longfor Properties Co. Ltd. in June 2014 (listed on the Stock Exchange, stock code: 960) and resigned on 5 December 2016. During the period, he had held a number of positions including Executive Director and the Senior Vice President. Mr. Yan was appointed Executive Director and Chief Executive Officer of the Company from 1 January 2017 and has become Chairman of the Company and continues to serve as Chief Executive Officer of the Company from 13 June 2017. Mr. Yan ceased to act concurrently as Chief Executive Officer of the Company on 11 February 2020.

Besides acting as the Chairman and Executive Director of the Company, Mr. Yan is currently the Chairman and President of COHL and a director of certain of its subsidiaries, and also a director of certain subsidiaries of the Company. Mr. Yan has also been appointed as Chairman and Non-executive Director of CSC on 22 March 2019. Mr. Yan resigned as the Chairman and Non-Executive Director of COPL and the Chairman of COGO on 11 February 2020, and continues to act as Non-Executive Director of COGO. COHL is the substantial Shareholder of the Company within the meaning of the Securities and Futures Ordinance. He has about 31 years' experience in construction business, real estate investment and management.

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APPENDIX II DETAILS OF DIRECTORS OFFERING THEMSELVES FOR RE-ELECTION

Length of service

There is currently no service contract signed between the Company and Mr. Yan for services as Director. However, Mr. Yan has entered into employment contract and a letter of appointment as Director with the Company. Mr. Yan is not appointed for a specific term. After Mr. Yan's re-appointment at the forthcoming AGM, he will continue to serve on the Board until he resigns and he will be subject to retirement by rotation in accordance with the Articles.

Relationships

Other than in his capacity as Chairman and Executive Director and the information disclosed as above, Mr. Yan has no relationship with any Directors, senior management, substantial or controlling Shareholders (as defined in the Listing Rules) of the Company.

Interests in Shares

So far as the Directors are aware as at the Latest Practicable Date, Mr. Yan has personal interests in 2,500,000 Shares of Share Options granted by the Company.

Director's emoluments

Mr. Yan's current remuneration package entails total fixed annual remuneration of RMB5,500,000 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.

Save as disclosed above, there is no other information relating to Mr. Yan Jianguo required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules nor are there any other matters that need to be brought to the attention of the Shareholders.

• English translation for identification purpose only

- 13 -

APPENDIX II DETAILS OF DIRECTORS OFFERING THEMSELVES FOR RE-ELECTION

Mr. LUO Liang

Vice Chairman, Executive Director, Executive Vice President, Chief Operating Officer and Chief Architect

Member of the Corporate Governance Committee

Experience

Aged 56, graduated from Huazhong University of Science and Technology, holder of a master's degree, and a Professor-level Senior Architect. He joined the Group in 1999. Mr. Luo has been appointed as the Chief Architect of the Group and one of its subsidiaries from 18 October 2002 and 2 February 2018 respectively, the Executive Director of the Company from 22 March 2007, the Vice President of the Company in August 2009, the Executive Vice President and Chief Operating Officer of the Company from 26 May 2017 and the Vice Chairman of the Company from 11 February 2020. Besides acting as the Vice Chairman, Executive Director, Executive Vice President, Chief Operating Officer and Chief Architect of the Company, Mr. Luo was appointed Member of the Corporate Governance Committee of the Company on 29 March 2021. Mr. Luo is currently a director of certain subsidiaries of the Group. Mr. Luo has about 32 years' architectural experience.

Length of service

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 is not appointed for a specific term. After Mr. Luo's re-appointment at the forthcoming AGM, he will continue to serve on the Board until he resigns and he will be subject to retirement by rotation in accordance with the Articles.

Relationships

Other than in his capacity as the Vice Chairman, Executive Director, Executive Vice President, Chief Operating Officer and Chief Architect, Member of the Corporate Governance Committee and the information disclosed as above, Mr. Luo has no relationship with any Directors, senior management, substantial or controlling Shareholders (as defined in the Listing Rules) of the Company.

Interests in Shares

So far as the Directors are aware as at the Latest Practicable Date, Mr. Luo has personal interests in 2,300,000 Shares of Share Options granted by the Company, 294,000 ''A'' shares of CSCECL, 105,000 shares of COGO and 3,531,469 shares of CSC.

Director's emoluments

Mr. Luo's current remuneration package entails total fixed annual remuneration of RMB2,100,000 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.

Save as disclosed above, there is no other information relating to Mr. Luo Liang required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules nor are there any other matters that need to be brought to the attention of the Shareholders.

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APPENDIX II DETAILS OF DIRECTORS OFFERING THEMSELVES FOR RE-ELECTION

Mr. CHANG Ying

Non-Executive Director

Experience

Aged 48, holds a master's degree from the University of New South Wales in Australia and a master's degree from Southeast University in the PRC. Mr. Chang was appointed as Non- Executive Director of the Company from 15 September 2016. He joined CITIC Real Estate Co., Ltd. in April 2006 and was Executive Vice President of CITIC Real Estate Co., Ltd. and Managing Director and Chief Executive Officer of CITIC Real Estate (Beijing) Investment Co., Ltd., the Deputy General Manager of Strategic Development Department of CITIC Limited before 31 December 2017. He is currently the Vice Chairman of CITIC Urban Development & Operation Co., Ltd.. Mr. Chang has about 21 years' extensive experience in real estate and investment industry.

Length of service

There is currently no service contract signed between the Company and Mr. Chang for services as Director. However, Mr. Chang has entered into a letter of appointment as Director with the Company. Mr. Chang is not appointed for a specific term. After Mr. Chang's reappointment at the forthcoming AGM, he will continue to serve on the Board until he resigns and he will be subject to retirement by rotation in accordance with the Articles.

Relationships

Other than in his capacity as a Non-Executive Director and the information disclosed as above, Mr. Chang has no relationship with any Directors, senior management, substantial or controlling Shareholders (as defined in the Listing Rules) of the Company.

Interests in Shares

So far as the Directors are aware as at the Latest Practicable Date, Mr. Chang did not have, and was not deemed to have, any interests in the Shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance.

Director's emoluments

In March 2020, Mr. Chang Ying has waived his director's emoluments during his term of office as Non-Executive Director of the Company (i.e. from 15 September 2016 up to 31 December 2019), with a total amount of HK$988,524. He ceased to receive any director's emolument with effect from 1 January 2020.

Save as disclosed above, there is no other information relating to Mr. Chang Ying required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules nor are there any other matters that need to be brought to the attention of the Shareholders.

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APPENDIX II DETAILS OF DIRECTORS OFFERING THEMSELVES FOR RE-ELECTION

Professor Chan Ka Keung, Ceajer

GBS, JP

Independent Non-Executive Director,

Chairman of the Remuneration Committee,

Chairman of the Corporate Governance Committee,

Member of the Audit and Risk Management Committee,

Member of the Nomination Committee

Experience

Aged 64, Professor Chan joined the Board as an Independent Non-Executive Director of the Company on 27 June 2020 and was appointed Chairman and Member of the Remuneration Committee, Member of the Audit and Risk Management Committee and Member of the Nomination Committee on the same day. He was appointed Chairman of the Corporate Governance Committee on 29 March 2021. Professor Chan is the chairman of WeLab Bank Limited and senior advisor of WeLab Holdings Limited, a leading fintech company in Asia with one of the first virtual banks established in Hong Kong. He was appointed as Secretary for Financial Services and the Treasury of the Government of the Hong Kong Special Administrative Region from July 2007 to June 2017. Prior to that, he was Dean of Business and Management in the Hong Kong University of Science and Technology (''HKUST''). He is currently Adjunct Professor at HKUST Business School and received the Honorary Doctorate from HKUST in July 2020.

Professor Chan received his bachelor's degree in economics from Wesleyan University and his M.B.A. and Ph.D. in finance from the University of Chicago. He specialised in assets pricing, evaluation of trading strategies and market efficiency and has published numerous articles on these topics.

Professor Chan is a member of Competition Commission and non-executive director of The Hong Kong Mortgage Corporation Limited. In the past, he held a number of public service positions including chairman of the Consumer Council, director of the Hong Kong Futures Exchange, and member of the Commission on Strategic Development, Commission on Poverty, the Exchange Fund Advisory Committee, the Hang Seng Index Advisory Committee, and the Hong Kong Council for Academic Accreditation.

In addition, Professor Chan is also an independent non-executive director of Guotai Junan International Holdings Limited (listed on the Stock Exchange, stock code: 1788), Langham Hospitality Investments and Langham Hospitality Investments Limited (listed on the Stock Exchange, stock code: 1270). He is also a non-executive director of Tricor Group, an independent non-executive director of CMB International Capital Corporation Limited and Greater Bay Area Homeland Investments Limited. Professor Chan was a non-executive director of MTR Corporation Limited (listed on the Stock Exchange, stock code: 66) from 2007 to July 2017.

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APPENDIX II DETAILS OF DIRECTORS OFFERING THEMSELVES FOR RE-ELECTION

Length of service

There is currently no service contract signed between the Company and Professor Chan for services as Director. However, Professor Chan has entered into a letter of appointment as Director with the Company. Professor Chan is not appointed for a specific term. After Professor Chan's re-appointment at the forthcoming AGM, he will continue to serve on the Board until he resigns and he will be subject to retirement by rotation in accordance with the Articles.

Relationships

Other than in his capacity as an Independent Non-Executive Director, Chairman of the Remuneration Committee, Chairman of the Corporate Governance Committee, Member of the Audit and Risk Management Committee, Member of the Nomination Committee and the information disclosed as above, Professor Chan has no relationship with any Directors, senior management, substantial or controlling Shareholders (as defined in the Listing Rules) of the Company.

Interests in Shares

So far as the Directors are aware as at the Latest Practicable Date, Professor Chan did not have, and was not deemed to have, any interests in the Shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance.

Director's emoluments

Professor Chan'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.

Save as disclosed above, there is no other information relating to Professor Chan Ka Keung, Ceajer required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules nor are there any other matters that need to be brought to the attention of the Shareholders.

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NOTICE OF ANNUAL GENERAL MEETING

(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'') will be held at Meeting Room ''Queensway'', Level 3, JW Marriott Hotel Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Tuesday, 22 June 2021 at 11:00 a.m. for the following matters and purposes. Unless otherwise specified, capitalised terms contained in this notice shall have the same meanings ascribed to them in the circular dated 29 April 2021 (the ''Circular'') issued by the Company.
• 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 2020.
  2. To approve the declaration of a final dividend for the year ended 31 December 2020 of HK73 cents per Share.
  3. To re-elect the retiring Directors, in particular:
  4. 1. To re-elect Mr. Yan Jianguo as Director;
     2. To re-elect Mr. Luo Liang as Director;
     3. To re-elect Mr. Chang Ying as Director;
     4. To re-elect Professor Chan Ka Keung, Ceajer as Director.
  5. To authorise the Board to fix the remuneration of the Directors.
  6. To appoint auditor 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

6. ''THAT:

1. subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to buy back Shares be and is hereby generally and unconditionally approved;
2. the number of the Shares which may be bought back by the Company on the Stock Exchange or any other stock exchange recognised for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange pursuant to the approval in paragraph (a) above shall not exceed 10% of the number of Shares 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;
3. for the purposes of this resolution:
   ''Relevant Period'' means the period from the passing of this resolution until whichever is the earliest of:
4. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiry of the period within which the next annual general meeting of the Company is required by the Articles and/or the Companies Ordinance to be held; or
   3. the revocation or variation of the approval given under this resolution by an ordinary resolution of the Shareholders in general meeting; and
5. 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 in issue immediately after the alteration; B is the number of Shares 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

7. ''THAT:

1. subject to paragraph (c) below, pursuant to Section 141 of the Companies Ordinance, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional Shares 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;
2. the approval given in paragraph (a) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors 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;
3. the number of Shares 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 pursuant to the approval granted in paragraph (a) above, otherwise than pursuant to
4. 1. a Rights Issue (as defined below); or
   2. the exercise of rights of subscription or conversion under the terms of any securities or bonds which are convertible into Shares; or
   3. the exercise of any rights under 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; or
   4. any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the Articles from time to time,

shall not exceed 20% of the number of Shares in issue at the date of passing this resolution (subject to adjustment according to paragraph (e) below) and the said approval given under paragraph (a) of this resolution above shall be limited accordingly;

1. for the purposes of this resolution:
   ''Relevant Period'' means the period from the passing of this resolution until whichever is the earliest of:
2. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiry of the period within which the next annual general meeting of the Company is required by the Articles and/or the Companies Ordinance to be held;

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NOTICE OF ANNUAL GENERAL MEETING

1. the revocation or variation of the approval given under this resolution by an ordinary resolution of the Shareholders in general meeting;

''Rights Issue'' means an offer of Shares open for a period fixed by the Directors to holders of Shares 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 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

1. 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 paragraph (c) above shall be adjusted by being multiplied by the following fraction:
   A/B
   Where:
   A is the number of Shares in issue immediately after the alteration; B is the number of Shares in issue immediately before the alteration. Such adjustment shall take effect at the same time as the alteration takes effect.''

8. ''THAT conditionally upon the passing of the resolution nos. 6 and 7 set out in this notice, the general mandate granted to the Directors pursuant to the resolution no. 7 as set out in this notice be and is hereby extended by the addition thereto of a number of Shares representing the aggregate number of Shares bought back by the Company under the authority granted pursuant to the resolution no. 6 as set out in this notice, provided that such number shall not exceed 10% of the number of Shares 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

China Overseas Land & Investment Limited

Yan Jianguo

Chairman and Executive Director

Hong Kong, 29 April 2021

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. Any member entitled to attend and vote at the AGM 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.
2. 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 Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong before 11:00 a.m. on Friday, 18 June 2021 (i.e. at least 48 hours (excluding any part of a day that is a public holiday) before the time appointed for holding the AGM or adjourned meeting (as the case may be)).
3. For determining the right to attend and vote at the AGM, the register of members of the Company will be closed from Thursday, 17 June 2021 to Tuesday, 22 June 2021, 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 AGM, 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 (b) above, for registration not later than 4:30 p.m. on Wednesday, 16 June 2021.
4. The register of members of the Company will be closed on Monday, 28 June 2021, no transfer of Shares will be effected on that day. In order to determine the identity of the Shareholders for the entitlement of the proposed final dividend, all transfers 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 (b) above not later than 4:30 p.m. on Friday, 25 June 2021.
5. 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.
6. Pursuant to Rule 13.39(4) of the Listing Rules, all votes of the Shareholders at the AGM in respect of the resolutions 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.
7. With regard to matter no. 3 (re-election of retiring Directors) set out in this notice, separate ordinary resolutions will be moved at the meeting:
8. 1. To re-elect Mr. Yan Jianguo as Director;
   2. To re-elect Mr. Luo Liang as Director;
   3. To re-elect Mr. Chang Ying as Director;
   4. To re-elect Professor Chan Ka Keung, Ceajer as Director.
9. The details of Directors offering themselves for re-election as mentioned in resolution no. 3 were set out in Appendix II to the Circular to be sent to the members together with the Annual Report.
10. With respect to the resolution no. 6 set out in this notice, approval is being sought from members for a general mandate to be given to the Directors to buy back Shares. An explanatory statement containing the information with respect to this resolution was set out in Appendix I to the Circular.
11. With respect to the resolution nos. 7 and 8 set out in this notice, approval is being sought from members for general mandates to be given to the Directors to allot, issue and deal with Shares in accordance with the Listing Rules.
12. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM 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.

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NOTICE OF ANNUAL GENERAL MEETING

1. If a typhoon signal No.8 (or above) is hoisted or extreme conditions and/or a black rainstorm warning signal are in force at any time between 7:00 a.m. and 11:00 a.m. on the date of the AGM, the AGM may be adjourned to a later date and/or time as determined by the Company. The Company will publish an announcement on the websites of both the Stock Exchange (www.hkex.com.hk) and the Company (www.coli.com.hk) to notify the Shareholders that the AGM has been adjourned (however, a failure to publish such a notice shall not affect the adjournment of such meeting). The Company will publish a further announcement on the websites of the Stock Exchange and the Company to notify the Shareholders of the date, time and location of the adjourned AGM. Shareholders should in any event exercise due care and caution when deciding to attend the AGM in adverse weather conditions.
2. In light of the continuing risks posed by the coronavirus disease 2019 (COVID-19) pandemic, the Company strongly encourages Shareholders NOT to attend the AGM in person, and advises Shareholders to (1) appoint the Chairman of the AGM as your proxy to vote according to your indicated voting instructions and/or (2) view and listen to the AGM by webcast. Shareholders are advised to read the leaflet attached to this notice for further details. In the event of any regulation imposed by the HKSAR Government due to COVID-19 requiring change of the date or place of the AGM, the Shareholders will be notified of the revised arrangements in the same manner as provided in note (l) above.
3. 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 of the Company; Mr. Zhuang Yong (Vice Chairman) and Mr. Chang Ying are the Non-executive Directors of the Company; and Dr. Fan Hsu Lai Tai, Rita, Mr. Li Man Bun, Brian David and Professor Chan Ka Keung, Ceajer are the Independent Non-executive Directors of the Company.
4. The Chinese translation of this notice is for reference only. In case of any inconsistency, the English version shall prevail.

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(incorporated in Hong Kong with limited liability)

(Stock Code: 688)

SPECIAL ARRANGEMENTS AND PRECAUTIONARY MEASURES

FOR THE 2021 ANNUAL GENERAL MEETING

In light of the continuing risks posed by the coronavirus disease 2019 (COVID-19) pandemic, China Overseas Land & Investment Limited (the ''Company'') strongly encourages shareholders NOT to attend the annual general meeting of the Company to be held on Tuesday, 22 June 2021 at 11:00 a.m. (the ''AGM'') in person, and advises shareholders to:

. view and listen to the AGM by webcast. Shareholders not attending the AGM in person may join the AGM online as an observer to view a live webcast of the AGM proceedings through https://webcasts.asia.eqs.com/coli2021agm and may send questions relevant to the proposed resolutions to the Company from 9:00 a.m. on Thursday, 17 June 2021 to 6:00 p.m. on Monday, 21 June 2021 via email at [e-mail]. The Company may not be able to respond to all the questions, but will endeavour, where appropriate, to respond to such questions on the Company's website as soon as practicable after the AGM. Shareholders should note that joining the webcast will not be counted towards a quorum nor will they be able to cast their votes online.

. appoint the Chairman of the AGM as your proxy to vote according to your indicated voting instructions. Non-registered shareholders whose shares are held through the Hong Kong Securities Clearing Company Limited, banks, brokers or other custodians are advised to consult with them directly to assist in the appointment of proxy. The deadline to submit completed form of proxy in advance of the AGM is Friday, 18 June 2021 at 11:00 a.m. Completed forms of proxy must be returned to the Company's registrar and transfer office, Tricor Standard Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong. The form of proxy for use at the AGM can be downloaded from the Company's website at www.coli.com.hk and the website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk.

The Company will adopt special arrangements and implement additional precautionary measures at the AGM in the interests of the health and safety of our shareholders, investors, directors, staff and other participants of the AGM which include without limitation:

. compulsory body temperature screening;

. mandatory use of surgical face masks (the Company will not provide face masks at the AGM);

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. anyone attending the AGM is reminded to observe good personal hygiene at all times. Attendees are reminded that they should carefully consider the risks of attending the AGM, taking into account their own personal circumstances. Attendees who do not comply with any of the Company's precautionary measures may be denied entry to the AGM venue, at the absolute discretion of the Company as permitted by law;

. appropriate distancing and spacing in line with the guidance from the HKSAR Government will be maintained and as such, the Company may limit the number of attendees at the AGM as may be necessary to avoid over-crowding;

. No distribution of gifts or cake coupons and no refreshments will be served; and

. In view of the travelling restrictions imposed by various jurisdictions including Hong Kong to prevent the spread of the COVID-19, certain director(s) of the Company may attend the AGM through telephone conference, video conference or similar electronic means.

To the extent permitted by law, the Company reserves the right to deny entry into the AGM venue or require any person to leave the AGM venue so as to ensure the health and safety of the attendees at the AGM.

We are closely monitoring the impact of COVID-19 in Hong Kong. Should any changes be made to the AGM arrangements, we will notify shareholders via an announcement posted on the Company's website (www.coli.com.hk) and the website of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk).

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