09:55     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)                                                        
                                                                              
    EXEMPTED CONNECTED TRANSACTION                                            
    SALE OF PROPERTIES IN PRC                                                 
                                                                              
    On 26 April, 2005, COP, a non-wholly owned subsidiary of the Company,     
    entered into five sale and purchase agreements with SCOPM, a non-wholly   
    owned subsidiary of CSCEC, whereby COP (as vendor) agreed to sell         
    certain assets namely (1) Hai Li Building; (2) Hai Li Car Park; (3)       
    Zhong Hai Li Yuan Car Park; (4) Hai Bin Car Park; and (5) Hailian Car     
    Park to SCOPM (as purchaser) for a total consideration of RMB32,000,000   
    (approximately HK$ 30,188,679). (The five sale and purchase agreements    
    will be collectively referred as Sale and Purchase Agreements             
    hereafter.)                                                               
                                                                              
    CSCEC is the ultimate controlling shareholder of the Company. SCOPM,      
    being an indirect non-wholly owned subsidiary of CSCEC, is an associate   
    of CSCEC and therefore a connected person of the Company under the        
    Listing Rules. The Sale and Purchase Agreements and the transactions      
    contemplated thereunder therefore constitute connected transactions       
    of the Company.                                                           
                                                                              
    As the total consideration under the Sale and Purchase Agreements is      
    less than 2.5% for each of the percentage ratios calculated pursuant      
    to Rule 14.07 of the Listing Rules, the transactions under the Sale       
    and Purchase Agreements are 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 transactions will be included in the Company's next    
    published annual report and accounts.                                     
                                                                              
    FIVE SALE AND PURCHASE AGREEMENTS ALL DATED 26 APRIL, 2005                
                                                                              
    Parties:        (1)     Vendor: COP, a non-wholly owned subsidiary of the 
    Company                                                                   
            (2)     Purchaser:      SCOPM, a non-wholly owned subsidiary of   
    CSCEC                                                                     
                                                                              
    Particulars of the sale:                                                  
                                                                              
            Agreements      Assets to be disposed of        Consideration     
    1.      Hai Li Building Agreement       Hai Li Building RMB21,000,000     
    (approximately HK$19,811,321)                                             
    2.      Hai Li Car Park Agreement       Hai Li Car Park RMB2,800,000      
    (approximately HK$2,641,509)                                              
    3.      Zhong Hai Li Yuan Agreement     Zhong Hai Li Yuan Car Park        
            RMB3,840,000 (approximately HK$3,622,642)                         
    4.      Hai Bin Agreement       Hai Bin Car Park        RMB4,104,000 (    
    approximately                                                             
    HK$3,871,698)                                                             
    5.      Hailian Agreement       Hailian Car Park        RMB256,000 (      
    approximately                                                             
    HK$241,509)                                                               
                    Total   RMB32,000,000 (approximately HK$30,188,679)       
                                                                              
    Terms of Payment:                                                         
                                                                              
    1.      Hai Li Building Agreement                                         
                                                                              
    A cash deposit of RMB500,000 (approximately HK$471,698) has been          
    received by COP on signing of the Hai Li Building Agreement. The balance  
    will be paid by SCOPM in cash within 15 days therefrom.                   
                                                                              
    2.      The other four agreements                                         
                                                                              
    The consideration will be paid in full in cash within 15 days from the    
    date of signing of the agreements.                                        
                                                                              
    REASONS AND BENEFITS OF THE SALE AND PURCHASE AGREEMENTS                  
                                                                              
    The principal activities of COP are property development, trading and     
    investment, building construction and investment holding.                 
                                                                              
    The principal activities of SCOPM are property management and             
    investment and consultancy services in PRC.