09:24     CHINA OVERSEAS<00688> - Announcement (2)                            

    GENERAL                                                                   
                                                                              
    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 20% substantial                    
    shareholder of China Overseas Sino Land (Chengdu) Property (*),           
    a 80% 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.                      
                                                                              
    As at the date of this announcement, the executive                        
    Directors are Sun Wen Jie (Chairman), Kong Qingping (Vice                 
    Chairman and Chief Executive), Yao Peifu (Vice Chairman),                 
    Cui Duosheng, Cheung Shiu Kit, Wu Jianbin, Xiao Xiao and                  
    Wang Man Kwan, Paul, the independent non-executive                        
    Directors are Li Kwok Po, David, Lam Kwong Siu and Wong                   
    Ying Ho, Kennedy.                                                         
                                                                              
    DEFINITIONS                                                               
                                                                              
    "associate"     has the meaning ascribed to it in the Listing             
    Rules                                                                     
                                                                              
    "COFE"  China Overseas Foundation Engineering Limited, a                  
    wholly-owned subsidiary of the Company                                    
                                                                              
    "Company"       China Overseas Land & Investment Limited, a               
    company incorporated in Hong Kong whose shares are listed                 
    on the Stock Exchange                                                     
                                                                              
    "Foundation     the contract for the bored piling and steel               
    sheet piling and Phase I of the                                           
      Construction  excavation work for the development at                    
    T.W.T.L. 394, Yeung Uk Road,                                              
      Contract"     Tsuen Wan                                                 
                                                                              
    "Group" the Company and its subsidiaries                                  
                                                                              
    "HK$"   Hong Kong dollar, the lawful currency of Hong Kong                
                                                                              
    "Hong Kong"     the Hong Kong Special Administrative Region of            
    the PRC                                                                   
                                                                              
    "Listing Rules" the Rules Governing the Listing of                        
    Securities on the Stock Exchange                                          
                                                                              
    "PRC"   the People's Republic of China                                    
                                                                              
    "Ocean Treasure"        Ocean Treasure (Hong Kong) Limited, a             
    wholly-owned subsidiary of Sino Land                                      
                                                                              
    "Sino Land"     Sino Land Company Limited (stock code: 83), the           
    shares of which are listed on the Stock Exchange and a                    
    connected person of the Company                                           
                                                                              
    "Stock Exchange"        The Stock Exchange of Hong Kong Limited           
                                                                              
                                                                              
    By Order of the Board                                                     
    China Overseas Land & Investment Limited                                  
    Kong Qingping                                                             
    Vice Chairman & Chief Executive                                           
                                                                              
    Hong Kong, 8 February 2005