09:56     CHINA OVERSEAS<00688> - Announcement (3)                            

    "CSCEC" China State Construction Engineering Corporation, a state-        
    owned corporation organised and existing under the laws of PRC, being     
    the ultimate controlling shareholder of the Company                       
                                                                              
    "Directors"     The directors of the Company                              
                                                                              
    "Group" The Company and its subsidiaries                                  
                                                                              
    "Hai Bin Agreement"     the sale and purchase agreement in relation to    
    the sale of Hai Bin Car Park                                              
                                                                              
    "Hai Bin Car Park"      57 car parking spaces on Basement Level, Hai Bin  
    Plaza, Caitian Road, Futian District, Shenzhen, Guangdong Province        
                                                                              
    "Hai Li Building"       Portions on Level 1, 2, 4 and the whole of Level  
    3,                                                                        
    Hai Li Building, Wenjin Road Central, Luohu District, Shenzhen,           
    Guangdong Province, the total gross floor area of which is 4,224.42       
    square metre                                                              
                                                                              
    "Hai Li Building Agreement"     the sale and purchase agreement in        
    relation to the sale of Hai Li Building                                   
                                                                              
    "Hai Li Car Park"       56 car parking spaces on Basement Level, Hai Li   
    Building, Wenjin Road Central, Luohu District, Shenzhen, Guangdong        
    Province                                                                  
                                                                              
    "Hai Li Car Park Agreement"     the sale and purchase agreement in        
    relation to the sale of Hai Li Car Park                                   
                                                                              
    "Hailian Agreement"     the sale and purchase agreement in relation to    
    the sale of Hailian Car Park                                              
                                                                              
    "Hailian Car Park"      4 car parking spaces on Basement Level, Hailian   
    Building, No. 25 Fu Zhong Road, Futian District, Shenzhen, Guangdong      
    Province                                                                  
                                                                              
    "HK$"   Hong Kong dollars, the lawful currency of Hong Kong               
                                                                              
    "Listing Rules" the Rules Governing the Listing of Securities on the      
    Stock Exchange                                                            
                                                                              
    "PRC"   The People's Republic of China                                    
                                                                              
    "RMB"   Renminbi, the lawful currency of the PRC                          
                                                                              
    "SCO"   (Shenzhen China Overseas                                          
    Investment Management Co., Ltd.), a company establish in PRC, being       
    a direct subsidiary owned by CSCEC as to 95%                              
                                                                              
    "SCOPM" (Shenzhen China Overseas Property                                 
    Management Co., Ltd.), a company establish in PRC, being an indirect      
    non-wholly owned subsidiary of CSCEC, held through SCO                    
                                                                              
    "Stock Exchange"        The Stock Exchange of Hong Kong Limited           
                                                                              
    "Zhong Hai Li Yuan Agreement"   the sale and purchase agreement in        
    relation to the sale of Zhong Hai Li Yuan Car Park                        
                                                                              
    "Zhong Hai Li Yuan Car Park"    96 car parking spaces in Zhong Hai Li     
    Yuan, No. 1006 Deng Liang Road, Nanshan, Shenzhen, Guangdong Province     
                                                                              
    "%"     per cent.                                                         
                                                                              
    Note:   For reference purpose only, the conversion of Renminbi to Hong    
    Kong dollars is based on the exchange rate of HK$1.00 to RMB1.06 in       
    this announcement.                                                        
                                                                              
    By Order of the Board                                                     
    China Overseas Land & Investment Limited                                  
    Kong Qingping                                                             
    Chairman & Chief Executive                                                
                                                                              
    Hong Kong, 26 April, 2005