10:14     CHINA OVERSEAS<00688> - Announcement (2)                            

    into by Goodrich (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 available from independent     
    third parties. The Directors (including the independent non-executive     
    Directors) consider that the terms of the Macau Piling Installation Works 
    Contract are fair and reasonable and in the interests of the Company and  
    the Shareholders are concerned.                                           
                                                                              
    As the contract sum of the Macau Piling Installation Works Contract is    
    less than 2.5% for each of the percentage ratios calculated pursuant to   
    Rule 14.07 of the Listing Rules, the Macau Piling Installation Works      
    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, Messrs. Kong Qingping (Chairman      
    and Chief Executive), Yao Peifu (Vice Chairman), Cui Duosheng (Vice       
    Chairman), Wu Jianbin, Xiao Xiao, Wang Man Kwan, Paul and Jin Xinzhong    
    are executive Directors; Mr. Cheung Shiu Kit is non-executive Director    
    and Messrs. Li Kwok Po, David, Lam Kwong Siu and Wong Ying Ho, Kennedy    
    are the independent non-executive Directors of the Company.               
                                                                              
    DEFINITIONS                                                               
                                                                              
    "CCEMacau"      China Construction Engineering (Macau) Company            
    Limited, being a direct wholly-owned subsidiary of COHL                   
                                                                              
    "COHL"  China Overseas Holdings Limited, a company incorporated in        
    Hong Kong with limited liability, being a controlling shareholder of the  
    Company                                                                   
                                                                              
    "Company"       China Overseas Land & Investment Limited, a company       
    incorporated in Hong Kong with limited liability, the shares of which are 
    listed on the Main Board of the Stock Exchange                            
                                                                              
    "Directors"     the directors of the Company                              
                                                                              
    "Goodrich"      Goodrich Company Limited, being an indirect wholly-       
    owned subsidiary of the Company                                           
                                                                              
    "Group" the Company and its subsidiaries                                  
                                                                              
    "HK$"   Hong Kong dollars                                                 
                                                                              
    "Hong Kong"     the Hong Kong Special Administrative Region of the        
    People's Republic of China                                                
                                                                              
    "Listing Rules" The Rules Governing the Listing of Securities on the      
    Stock Exchange                                                            
                                                                              
    "Macau" the Macau Special Administrative Region of the People's           
    Republic of China                                                         
                                                                              
    "Macau Piling   the piling installation works contract entered into       
    Installation    between Goodrich and CCEMacau relating to the piling      
    Works Contract" installation works of the Macau Project                   
                                                                              
    "Macau Project" the residential and commercial development at Lot R+R1,   
    Rua Central Da Areia Preta, Macau, the piling installation works of       
    which will be carried out by CCEMacau in pursuance of the Macau Piling    
    Installation Works Contract in April 2005 and the completion date is      
    expected to be August 2005                                                
                                                                              
    "Stock Exchange"        The Stock Exchange of Hong Kong Limited           
                                                                              
                                                                              
                                                                              
    By Order of the Board                                                     
    China Overseas Land & Investment Limited                                  
    Kong Qingping                                                             
    Chairman & Chief Executive                                                
                                                                              
    Hong Kong, 15 April, 2005