09:24     CHINA OVERSEAS<00688> - Announcement (3)                            

    The applicable size tests under the Hua Yi Agreement is less than 2.5% for
    each of the percentage ratios calculated pursuant to Rule 14.07 of the    
    Listing Rules, the Hua Yi Agreement 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                                                               
                                                                              
    "Chung Hoi" or  Chung Hoi Finance Limited, a company incorporated in      
    Hong Kong with limited liability                                          
      "Loan Assignee"       and an indirect wholly-owned subsidiary of the    
    Company                                                                   
                                                                              
    "COHL" or "Loan China Overseas Holdings Limited, a company                
    incorporated in Hong Kong with limited liability,                         
       Assignor"    being a controlling shareholder of the Company            
                                                                              
    "Company" or    China Overseas Land & Investment Limited, a company       
    incorporated in Hong Kong with                                            
      "Share Purchaser"     limited liability, the shares of which are listed 
    on the Main Board of the Stock Exchange                                   
                                                                              
    "Directors"     the directors 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                                                         
                                                                              
    "Hua Yi"        Hua Yi Designing Consultants Limited, a company           
    incorporated                                                              
    in Hong Kong with limited liability                                       
                                                                              
    "Hua Yi Agreement"      the agreement to be entered into between the Share
    Vendor, Loan Assignor, the Share Purchaser and the Loan Assignee for the  
    acquisition of the Hua Yi Shares and the Hua Yi Loan                      
                                                                              
    "Hua Yi Loan"   shareholder's loan in the sum of HK$18,207,245.22 owing to
    COHL by Hua Yi as at the date of the Hua Yi Agreement                     
                                                                              
    "Hua Yi Shares" 1,000,000 shares of HK$1.00 each in the issued share      
    capital of Hua Yi, representing the entire issued share capital of Hua Yi 
                                                                              
    "Listing Rules" The Rules Governing the Listing of Securities on the      
    Stock Exchange                                                            
                                                                              
    "PRC"   the People's Republic of China                                    
                                                                              
    "Stock Exchange"        The Stock Exchange of Hong Kong Limited           
                                                                              
    "Share Vendor" or       China State Construction (Hong Kong) Limited, a   
    direct                                                                    
    wholly owned subsidiary of COHL                                           
      "CSCHK"                                                                 
                                                                              
    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, 20 May, 2005