09:23     CHINA OVERSEAS<00688> - Announcement (1)                            

    The Stock Exchange of Hong Kong Limited takes no                          
    responsibility for the contents of this announcement, makes               
    no representation as to its accuracy or completeness and                  
    expressly disclaims any liability whatsoever for any loss                 
    howsoever arising from or in reliance upon the whole or any               
    part of the contents of this announcement.                                
                                                                              
    China Overseas Land & Investment Ltd.                                     
    (incorporated in Hong Kong with limited liability)                        
    (Stock Code: 688)                                                         
                                                                              
    FOUNDATION CONSTRUCTION CONTRACT AWARDED BY SINO LAND                     
    EXEMPTED CONNECTED TRANSACTION                                            
                                                                              
    On 4 February 2005, COFE, a wholly-owned subsidiary of the                
    Company, was awarded the Foundation Construction Contract                 
    by Ocean Treasure, a wholly-owned subsidiary of Sino Land.                
    The contract sum of the Foundation Construction Contract is               
    HK$39,800,000.                                                            
                                                                              
    Ocean Treasure, as an associate of Sino Land, is a                        
    connected person of the Company under the Listing Rules by                
    virtue of the fact that Sino Land is a substantial                        
    shareholder of another subsidiary of the Company. The                     
    provision of the service under the Foundation Construction                
    Contract therefore constitutes a connected transaction of                 
    the Company.                                                              
                                                                              
    As the contract sum of the Foundation Construction Contract               
    is less than 2.5% for each of the percentage ratios                       
    calculated pursuant to Rule 14.07 of the Listing Rules, the               
    Foundation Construction Contract is exempted under Rule                   
    14A.32(1) of the Listing Rules and is only subject to the                 
    reporting and announcement requirements in accordance with                
    Chapter 14A of the Listing Rules.                                         
                                                                              
    The details of the transaction will be included in the                    
    Company's next published annual report and accounts.                      
                                                                              
    THE FOUNDATION CONSTRUCTION CONTRACT                                      
                                                                              
    Date of the award:       4 February 2005                                  
                                                                              
    Parties:        (1)     COFE    (2)     Ocean Treasure                    
                                                                              
    Nature of service to be provided:       COFE will act as the              
    contractor for the Foundation Construction Contract.                      
                                                                              
    Contract sum                                                              
                                                                              
    The contract sum of the Foundation Construction Contract is               
    HK$39,800,000, subject to such payment term, provisions                   
    relating to liquidated damages and retention money as are                 
    customary in the trade and as set out in the tender                       
    document. The contract sum will be payable by Ocean                       
    Treasure to COFE in stages, with reference to the value of                
    works done.                                                               
                                                                              
    The Foundation Construction Contract was awarded to COFE                  
    after a competitive tender process. The contract sum was                  
    the tender price submitted by COFE and was determined by                  
    COFE based on various factors concerning the project                      
    including estimation on construction costs and the expected               
    completion schedule.                                                      
                                                                              
    The main businesses of COFE are foundation engineering                    
    works and project management. The Directors (including the                
    independent non-executive Directors) consider that the                    
    Foundation Construction Contract was entered into by COFE                 
    (1) in its ordinary and usual course of business; (2) on an               
    arm's length basis; (3) on normal commercial terms; and (4)               
    on terms no less favourable to the Group than those granted               
    from independent third parties.                                           
                                                                              
    BENEFITS OF THE FOUNDATION CONSTRUCTION CONTRACT                          
                                                                              
    The principal businesses of the Group are property                        
    development, building and civil construction, foundation                  
    engineering and project management, property letting, real                
    estate agency and management, infrastructure project                      
    investments.                                                              
                                                                              
    Sino Land is an investment holding company and its                        
    principal businesses include property development and                     
    investment. The Board believes that it is beneficial for                  
    the Group to have secured construction contracts such as                  
    the Foundation Construction Contract and to maintain good                 
    working relationship with reputable property developers in                
    Hong Kong.