09:56     CHINA OVERSEAS<00688> - Announcement (2)                            

    The Hai Li Building is held by COP as investment property while the       
    Hai Li Car Park, Zhong Hai Li Yuan Car Park, Hai Bin Car Park and Hailian 
    Car Park are held for sale. 700 square metre of Hai Li Building has       
    been leased out, the annual rental received for the year ended 31         
    December, 2004 was RMB90,000 (approximately HK$84,906). These assets      
    do not contribute any profit to COP in the past two years. In view of     
    the undesirable market rental and marketability of these assets, it       
    is beneficial for both COP and the Company to dispose of these assets     
    in one lot at market price.                                               
                                                                              
    The total consideration of RMB32,000,000 (approximately HK$30,188,679)    
    was agreed after arm's length negotiations between COP and SCOPM by       
    reference to the valuation by DTZ Debenham Tie Leung Limited, an          
    independent professional valuer as at 31 March, 2005. As at 31 March,     
    2005, the valuation amounted to RMB32,180,000 (approximately              
    HK$30,358,491). The Net Book Value as at 31 December, 2004 was            
    RMB31,571,460 (approximately HK$29,784,396). A gain on disposal           
    (after deducting minority interest) will be recorded at RMB338,547        
    (approximately HK$319,384).                                               
                                                                              
    COP is the developer for the buildings involved. The assets involved      
    represent all the assets in those buildings that are still held by COP.   
    Following completion of the Sale and Purchase Agreements, the Group       
    can better streamline its interests and operations in property            
    development and investment in PRC for more efficient and effective        
    management and control.                                                   
                                                                              
    The sales proceeds under the Sale and Purchase Agreements will be         
    retained by the Group as general working capital.                         
                                                                              
    RELATIONSHIP BETWEEN THE CONNECTED PARTIES                                
                                                                              
    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.                                                           
                                                                              
    GENERAL                                                                   
                                                                              
    The Group is principally engaged in property development and              
    investment, building and civil construction, foundation engineering       
    and project management, infrastructure project investments,               
    investment holding, real estate agency and management, and treasury       
    operations.                                                               
                                                                              
    The Directors (including the independent non-executive Directors)         
    consider that each of the five sale and purchase agreements were          
    entered into by COP (1) in its ordinary and usual course of business;     
    (2) on an arm's length basis; (3) on normal commercial terms; (4) on      
    terms no less favourable to the Group than those available from           
    independent third parties; and (5) in the interest of the Company and     
    the shareholders as a whole.                                              
                                                                              
    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.                                     
                                                                              
    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                                                               
                                                                              
    "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                        
                                                                              
    "connected person" or "associate"       the term "connected person"       
    and "associate" shall have the meanings as defined in the Listing Rules   
                                                                              
    "COP"  (China Overseas Property Group Co., Ltd.),                         
    a Sino-foreign joint venture company established in PRC, the              
    registered capital of which is owned as to 79% indirectly by the Company, 
    11% by SCO and 10% by three independent PRC entities not connected with   
    any of the directors, chief executive or substantial shareholders of      
    the Company or any of its subsidiaries or any associate of any of them