Beijing Urban Construction Design & Development Group Co., Limited — Proxy Solicitation & Information Statement 2005

Dec 14, 2005

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China Overseas Land & Investment Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser, transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, 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 circular.

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(incorporated in Hong Kong with limited liability) (Stock Code: 688)

CONNECTED TRANSACTION IN RESPECT OF ACQUISITION OF 11% EQUITY INTEREST IN (CHINA OVERSEAS PROPERTY GROUP CO., LTD.)

NON-EXEMPT CONTINUING CONNECTED TRANSACTIONS IN RESPECT OF ENGAGEMENT BY COLI GROUP OF SCOCE, CSC GROUP AND CCE MACAU AS CONSTRUCTION CONTRACTORS SUBJECT TO SUCCESSFUL TENDER

Independent financial adviser to the Independent Board Committee and the COLI Independent Shareholders

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A letter from the Board is set out on pages 5 to 14 of this circular and a letter from the Independent Board Committee is set out on pages 15 to 17 of this circular. A letter from Access Capital, the independent financial adviser to the Independent Board Committee and COLI Independent Shareholders, containing its advice to the Independent Board Committee and COLI Independent Shareholders is set out on pages 18 to 33 of this circular.

A notice convening the extraordinary general meeting to be held at 11/F, Three Pacific Place, 1 Queen’s Road East, Hong Kong on 29 December 2005 at 2:30 p.m. is set out on pages 110 to 112 of this circular. Whether or not you are able to attend the extraordinary general meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the office of the share registrar of China Overseas Land & Investment Limited, Standard Registrars Limited, at G/F, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong, as soon as possible and in any event not less than 48 hours before the appointed time for holding the meeting or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting and any adjourned meeting (as the case may be) should you so wish.

12 December 2005

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
Letter from Access Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18
Appendix I — Valuation Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	34
Appendix II — General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	97
Appendix III — Procedures for voting by poll at general meeting . . . . . . . . . . . . . . .	109
Notice of Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	110

— i —

DEFINITIONS

In this circular, the following expressions shall have the meanings set out below unless the context requires otherwise:

• “Access Capital”

“Access Capital” Access Capital Limited, the independent financial adviser to the Independent Board Committee and the COLI Independent Shareholders in relation to the (i) the Acquisition and (ii) the Continuing Connected Transactions, and a licensed corporation for type 1 (dealing in securities), type 4 (advising on securities), type 6 (advising on corporate finance) and type 9 (asset management) regulated activities under the SFO “Acquisition” the acquisition of Sale Interest by GCOP under the Acquisition Agreement “Acquisition Agreement” the acquisition agreement entered into between GCOP and SCO, the principal terms of which are as set out in the section headed “Letter from the Board” of this circular

• “associate(s)” or “connected have the meanings ascribed to them respectively under the person(s)” Listing Rules

• “Board” the board of directors of the Company “CCE Macau” China Construction Engineering (Macau) Company Limited, a wholly owned subsidiary of COHL

• “CCE Macau Cap” the annual cap for the CCE Macau Engagement Agreement as set out in the section headed “Letter from the Board” of this circular

• “CCE Macau Engagement the engagement agreement entered into between the Company Agreement” and CCE Macau on 22 November 2005 in respect of the engagement by COLI Group of CCE Macau as construction contractor for COLI Group in Macau as set out in the section headed “Letter from the Board” of this circular

• “China State Construction” China State Construction International Holdings Limited ( ), a company incorporated in the Cayman Islands with limited liability

“COHL” China Overseas Holdings Limited ( ), a company incorporated in Hong Kong, which is interested, directly and indirectly, in approximately 51% of the issued share capital of the Company, and in approximately 64% of the issued share capital of China State Construction

— 1 —

DEFINITIONS

“COLI” or “Company” China Overseas Land & Investment Limited
( ), a company incorporated in Hong Kong
with limited liability
“COLI EGM” the extraordinary general meeting of the Company to be held
for approving (i) the Acquisition and (ii) the Continuing
Connected Transactions
“COLI Group” or “the Group” the Company and its subsidiaries
“COLI Independent Shareholders” the shareholders of the Company, other than CSCEC, COHL,
China State Construction and their respective associates (as
defined under the Listing Rules)
“Continuing Connected the transactions as contemplated under the SCOCE
Transactions” Engagement Agreement (together with the SCOCE Cap), the
CSC Engagement Agreement (together with the CSC Cap) and
the CCE Macau Engagement Agreement (together with the
CCE Macau Cap)
“COP” (China Overseas Property Group Co.,
Ltd.), a Sino-foreign joint venture company established in the
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
“COZG” China Overseas (Zhong Guo) Limited ( ), a
company incorporated in Hong Kong, being an indirect
wholly owned subsidiary of the Company
“CSC Cap” the annual cap for the CSC Engagement Agreement as set out
in the section headed “Letter from the Board” of this circular
“CSC EGM” the extraordinary general meeting of China State Construction
for approving the transaction contemplated under the CSC
Engagement Agreement (together with the CSC Cap)
“CSC Engagement Agreement” the engagement agreement entered into between the Company
and China State Construction on 22 November 2005 in respect
of the engagement by COLI Group of CSC Group as
construction contractor for COLI Group in Hong Kong as set
out in the section headed “Letter from the Board” of this
circular
“CSC Group” China State Construction and its subsidiaries

— 2 —

DEFINITIONS

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----- Start of picture text -----

|||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|“CSC|Independent|Shareholders”|the|shareholders|of|China|State|Construction|other|than|
|CSCEC,|COHL,|the|Company|and|their|respective|associates|
|(as|defined|under|the|Listing|Rules)|
|“CSCEC”|(China|State|Construction|Engineering|
|Corporation),|a|state-owned|corporation|organised|and|
|existing|under|the|laws|of|the|PRC,|being|the|ultimate|
|controlling|shareholder|of|the|Company|and|China|State|
|Construction|
|“Directors”|the|directors|of|the|Company|
|“GCOP”|(Guangzhou|China|Overseas|Property|
|Company|Limited),|an|indirect|wholly|owned|subsidiary|of|
|the|Company|
|“HK$”|Hong|Kong|dollars,|the|lawful|currency|of|Hong|Kong|
|“Hong|Kong”|Hong|Kong|Special|Administrative|Region|of|the|PRC|
|“Independent|Board|Committee”|the|committee|of|the|Board,|consisting|of|Li|Kwok|Po,|David,|
|Lam|Kwong|Siu,|Wong|Ying|Ho,|Kennedy,|all|being|
|independent|non-executive|directors|of|the|Company|
|“Latest|Practicable|Date”|7|December|2005,|being|the|latest|practicable|date|for|
|ascertaining|certain|information|for|inclusion|into|this|
|circular|
|“Listing|Rules”|The|Rules|Governing|the|Listing|of|Securities|on|the|Stock|
|Exchange|
|“Macau”|Macao|Special|Administrative|Region|of|the|PRC|
|“PRC”|the|People’s|Republic|of|China,|which|for|the|purpose|of|this|
|circular|excludes|Hong|Kong|and|Macau|
|“RMB”|Renminbi,|the|lawful|currency|of|the|PRC|
|“Sale|Interest”|11%|of|the|existing|registered|capital|of|COP|as|held|by|SCO|
|“SCO”|(Shenzhen|China|Overseas|
|Investment|Management|Co.,|Ltd.),|a|company|established|in|
|the|PRC,|being|a|direct|subsidiary|owned|by|CSCEC|as|to|
|95%|
|“SCOCE”|(Shenzhen|China|Overseas|
|Construction|Engineering|Company),|a|wholly|owned|
|subsidiary|of|CSCEC|

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— 3 —

DEFINITIONS

“SCOCE Cap”	the annual cap for the SCOCE Engagement Agreement as	the annual cap for the SCOCE Engagement Agreement as	set
	out in the section headed “Letter from the Board”	of	this
	circular
“SCOCE Engagement Agreement”	the engagement agreement entered into between the Company
	and SCOCE on 22 November 2005 in respect	of	the
	engagement by COLI Group of SCOCE as construction
	contractor for COLI Group in the PRC as set out in the	section
	headed “Letter from the Board” of this circular
“SFO”	the Securities and Futures Ordinance (Chapter 571	of	the
	Laws of Hong Kong)
“Shareholders”	the shareholders of the Company from time to time
“Share(s)”	share(s) of HK$0.10 each in the issued share capital	of	the
	Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Valuer”	DTZ Debenham Tie Leung Limited, an independent
	professional valuer
“%”	per cent.

Conversion of RMB to HK$ is based on the exchange rate of (i) RMB1.06 = HK$1.00 for any financial period ending on or before 21 July, 2005 and any dates falling within such period; and (ii) RMB1.04 = HK$1.00 for any financial period commencing after 21 July, 2005 and any dates falling within such period.

— 4 —

LETTER FROM THE BOARD

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(incorporated in Hong Kong with limited liability)

(Stock Code: 688)

Executive Directors: Kong Qingping (Chairman and Chief Executive) Yao Peifu (Vice Chairman) Cui Duosheng (Vice Chairman)

Registered Office: 10/F, Three Pacific Place, 1 Queen’s Road East, Hong Kong

Hao Jian Min Wu Jianbin Xiao Xiao Jin Xinzhong Wang Man Kwan, Paul

Non-executive Director:

Cheung Shiu Kit

Independent Non-executive Directors:

Li Kwok Po, David Lam Kwong Siu Wong Ying Ho, Kennedy

12 December 2005

To the Shareholders

Dear Sir or Madam,

CONNECTED TRANSACTION IN RESPECT OF ACQUISITION OF 11% EQUITY INTEREST IN (CHINA OVERSEAS PROPERTY GROUP CO., LTD.)

NON-EXEMPT CONTINUING CONNECTED TRANSACTIONS IN RESPECT OF ENGAGEMENT BY COLI GROUP OF SCOCE, CSC GROUP AND CCE MACAU AS CONSTRUCTION CONTRACTORS SUBJECT TO SUCCESSFUL TENDER

INTRODUCTION

The Directors announced on 22 November 2005 separately the following matters:

• (i) on 21 November 2005, GCOP, an indirect wholly owned subsidiary of the Company, entered into the Acquisition Agreement with SCO whereby GCOP agreed to acquire 11% of the existing registered capital of COP for a consideration of RMB320,076,397 (approximately HK$307,765,767); and

— 5 —

LETTER FROM THE BOARD

• (ii) on 22 November 2005, the Company entered into the following agreements: (a) SCOCE Engagement Agreement with SCOCE, (b) CSC Engagement Agreement with China State Construction, and (c) CCE Macau Engagement Agreement with CCE Macau, whereby COLI Group may continue to engage SCOCE, CSC Group and CCE Macau as construction contractors in the PRC, Hong Kong and Macau respectively upon successful tender for each of the following three financial years commencing on 1 January 2006 and ending 31 December 2008 subject to the SCOCE Cap, CSC Cap and CCE Macau Cap respectively.

CSCEC is the ultimate holding company of both the Company and China State Construction. As at the Latest Practicable Date, CSCEC, through its wholly owned subsidiary, COHL, holds approximately 51% of the issued share capital of the Company and approximately 64% of the issued share capital of China State Construction.

SCO is a direct subsidiary owned by CSCEC as to 95%. Accordingly, the Acquisition constitutes connected transaction of the Company.

CSCEC is the immediate holding company of SCOCE. CCE Macau is a wholly owned subsidiary of COHL, which in turn is 100% owned by CSCEC. Accordingly, SCOCE, China State Construction and CCE Macau are connected persons of the Company, and the Company is a connected person of China State Construction. The engagement by COLI Group of SCOCE, CSC Group and CCE Macau as construction contractors for its construction works under the SCOCE Engagement Agreement, the CSC Engagement Agreement and the CCE Macau Engagement Agreement constitutes non-exempt continuing connected transactions of the Company.

The purpose of this circular is to provide you with

• the particulars of (i) the Acquisition Agreement and (ii) the SCOCE Engagement Agreement (together with the SCOCE Cap), the CSC Engagement Agreement (together with the CSC Cap) and the CCE Macau Engagement Agreement (together with the CCE Macau Cap);

• the letter from the Independent Board Committee with their view on (i) the Acquisition Agreement and (ii) the SCOCE Engagement Agreement (together with the SCOCE Cap), the CSC Engagement Agreement (together with the CSC Cap) and the CCE Macau Engagement Agreement (together with the CCE Macau Cap) to the COLI Independent Shareholders; and

• the letter from the independent financial adviser with their advice on (i) the Acquisition Agreement and (ii) the SCOCE Engagement Agreement (together with the SCOCE Cap), the CSC Engagement Agreement (together with the CSC Cap) and the CCE Macau Engagement Agreement (together with the CCE Macau Cap) to the Independent Board Committee and the COLI Independent Shareholders,

as well as to seek the approval of the COLI Independent Shareholders. A notice convening the COLI EGM is set out at the end of the circular.

— 6 —

LETTER FROM THE BOARD

The Acquisition is subject to the reporting, announcement and independent shareholders’ approval requirements set out in Chapter 14A of the Listing Rules. The engagement by COLI Group of SCOCE, CSC Group and CCE Macau as construction contractors for its construction works under the SCOCE Engagement Agreement, the CSC Engagement Agreement and the CCE Macau Engagement Agreement respectively constitutes non-exempt continuing connected transactions of the Company, and the Company is required to comply with the annual review, reporting, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules in respect of the Continuing Connected Transactions. Refer to the section headed “D. Listing Rules Implications” below.

A. THE ACQUISITION AGREEMENT

Date: 21 November 2005 Parties: (1) GCOP, as purchaser of the Sale Interest

(2) SCO, as vendor of the Sale Interest

Assets Involved

11% of the existing registered capital of COP. Upon completion of the Acquisition Agreement, the Company will hold in aggregate 90% of the registered capital of COP. At present, COP is a 79%-owned subsidiary of the Company. The original purchase cost of the 11% of the existing registered capital of COP to SCO was RMB52,131,800 (approximately HK$49,180,900) as at 14 March 2002.

Consideration for the Acquisition

The purchase price payable by GCOP to SCO for the acquisition of the Sale Interest is RMB320,076,397 (approximately HK$307,765,767) and shall be paid in cash on completion. It will be funded by internal resources of the Company.

The said purchase price was determined after arm’s length negotiation between GCOP and SCO with reference to the unaudited net asset of COP as at 30 September 2005 (in accordance with generally accepted accounting principles in the PRC) attributable to the Sale Interest of approximately RMB150,766,000 (approximately HK$144,967,000), adjusted to take into account an independent valuation of the properties of COP as at 30 September 2005 reflecting a premium of RMB169,310,578 (approximately HK$162,798,000) over the book value attributable to the Sale Interest. Any interests accrued on, and any liabilities attached to, the Sale Interest on or after 1 October 2005 shall belong to and be borne by GCOP.

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LETTER FROM THE BOARD

Completion

Completion of the Acquisition is conditional upon (a) the COLI Independent Shareholders’ approval of the Acquisition having been obtained at the COLI EGM; and (b) other requirements as may be imposed by the Stock Exchange as a condition to the Acquisition, if any. Completion shall take place within one month after the above conditions have been satisfied and in any event shall not be later than 31 March 2006 (or such later date as the parties may agree).

Information on COP

The Company’s existing interests and operations in property development and investment in Changchun, Shenzhen, Nanjing and Beijing in the PRC are held and managed under COP and its subsidiaries.

For the year ended 31 December 2004, the audited net profits before and after taxation of COP (in accordance with generally accepted accounting principles in the PRC) were approximately RMB427,513,000 (approximately HK$403,314,000) and RMB344,689,000 (approximately HK$325,178,000) respectively. For the year ended 31 December 2003, the audited net profits before and after taxation of COP (in accordance with generally accepted accounting principles in the PRC) were approximately RMB301,186,000 (approximately HK$284,138,000) and RMB241,297,000 (approximately HK$227,639,000) respectively. As at 31 December 2004, the audited net asset value of COP (in accordance with generally accepted accounting principles in the PRC) was approximately RMB1,044,566,000 (approximately HK$985,440,000).

Reasons for and Benefit of the Acquisition

On 20 October 2005, the Company announced that the Directors have resolved to procure COP formally withdrawing the proposed spin-off and separate listing of COP on the Shanghai Stock Exchange A Share Market. The Directors consider that as COP may not be seeking a separate listing in the near future, the Acquisition provides a suitable opportunity for the Company to integrate the control of COP by eliminating influence of external shareholders. Upon completion of the Acquisition, the results, assets and liabilities of COP will continue to be consolidated into the consolidated financial statement of the Company as a subsidiary, with the remaining 10% staying as minority interests in such financial statements.

The Company will also seek to acquire from the three remaining independent minority shareholders the 10% equity interest in COP with the view to rendering COP a wholly-owned subsidiary of the Company. At present, no definitive agreements have been reached. Although these subsequent purchases will not constitute connected transaction for the Company, the Company will make separate announcement in respect of these subsequent purchases as and when required under Chapter 14 of the Listing Rules.

The Directors consider that the terms of the Acquisition Agreement are normal commercial terms and are fair and reasonable and in the interests of the Company and its shareholders as a whole.

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LETTER FROM THE BOARD

B. CONTINUING CONNECTED TRANSACTIONS

The Directors expect that COLI Group will invite SCOCE, CSC Group and CCE Macau to participate in competitive tender for COLI Group’s construction works in the PRC, Hong Kong and Macau respectively from time to time. In this connection, on 22 November 2005, the Company entered into the following agreements:

• for the PRC market — the SCOCE Engagement Agreement with SCOCE on 22 November 2005 for a three-year term expiring on 31 December 2008 whereby the parties agreed that:

• (a) SCOCE may continue to tender for COLI Group’s construction works in the PRC in accordance with the tendering procedure of COLI Group from time to time and on the same and normal terms as offered to other independent third party construction contractors; and

• (b) if any contract is granted in favour of SCOCE as a result of the above tender, SCOCE may act as construction contractor for COLI Group in the PRC based on the terms of the successful tender provided that the total contract sum to be awarded by COLI Group to SCOCE each year shall not exceed HK$1,600 million, for each of the three financial years ending 31 December 2008.

The SCOCE Cap is calculated with reference to the following factors:

• (i) total contract sum of new construction projects in the PRC of the COLI Group in each of the past three years ended 31 December 2004 of approximately HK$1,651 million, HK$1,378 million and HK$3,216 million respectively, including those projects set out in (ii) below;

• (ii) total contract sum of new construction projects awarded to SCOCE in the PRC each year for the past three years ended 31 December 2004 of nil, approximately HK$175 million and HK$143 million respectively, representing nil, approximately 13% and 4% of the Company’s new PRC projects for the respective period;

• (iii) total contract sum of new construction projects in the PRC of COLI Group in each of the next three financial years ending 31 December 2008 estimated with reference to COLI Group’s future growth and expansion in its land reserves in the PRC in the next three years; and

• (iv) the maximum amount of projects which may be awarded by COLI Group to SCOCE in the next three financial years ending 31 December 2008 should not exceed 15%-20% of COLI Group’s total contract sum of new construction projects in the PRC as mentioned in (iii) above, such percentage being determined with reference to the historical level set out in (ii) above, but in any event will not exceed the amount of the SCOCE Cap.

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LETTER FROM THE BOARD

• for Hong Kong market — the CSC Engagement Agreement with China State Construction on 22 November 2005 for a three-year term expiring on 31 December 2008 whereby the parties agreed that:

• (a) CSC Group may continue to tender for COLI Group’s construction works in Hong Kong in accordance with the tendering procedure of COLI Group from time to time and on the same and normal terms as offered to other independent third party construction contractors; and

• (b) if any contract is granted in favour of CSC Group as a result of the above tender, CSC Group may act as construction contractor for COLI Group in Hong Kong based on the terms of the successful tender provided that the total contract sum to be awarded by COLI Group to CSC Group each year shall not exceed HK$900 million for each of the three financial years ending 31 December 2008.

The Company has not undertaken any construction project in Hong Kong in the past two financial years ended 31 December 2004, and in fact, has not expanded its land reserves since 1998 for a number of years. In view of the recent recovery and improved sentiments in the Hong Kong property market, the Company has in 2004 begun to expand its land reserves in Hong Kong. The CSC Cap is therefore calculated with reference to the following factors:

  - (i) total contract sum of new construction projects undertaken by COLI Group each year for the three financial years ended 31 December 1999 when the Company was still relatively active in the Hong Kong property market. The total contract sum in each of these years were approximately HK$294 million, HK$482 million and HK$868 million respectively all of which were awarded to entities in the CSC Group, being then wholly owned subsidiaries of the Company at the relevant time;

  - (ii) total contract sum of new construction projects in Hong Kong of COLI Group in each of the next three financial years ending 31 December 2008 estimated with reference to COLI Group’s future growth and expansion in its land reserves in Hong Kong in the next three years; and

  - (iii) the maximum amount of projects which may be awarded by COLI Group to CSC Group in the next three financial years ending 31 December 2008 should not exceed the highest of 100% of COLI Group’s total contract sum of new construction projects in Hong Kong as mentioned in (ii) above, but in any event will not exceed the amount of the CSC Cap.

• for Macau market — the CCE Macau Engagement Agreement with CCE Macau on 22 November 2005 for a three-year term expiring on 31 December 2008 whereby the parties agreed that:

• (a) CCE Macau may continue to tender for COLI Group’s construction works in Macau in accordance with the tendering procedure of COLI Group from time to time and on the same and normal terms as offered to other independent third party construction contractors; and

— 10 —

LETTER FROM THE BOARD

• (b) if any contract is granted in favour of CCE Macau as a result of the above tender, CCE Macau may act as construction contractor for COLI Group in Macau based on the terms of the successful tender provided that the total contract sum to be awarded by COLI Group to CCE Macau each year shall not exceed HK$200 million for each of the three financial years ending 31 December 2008.

The Company has not undertaken any construction project in Macau until early this year. In the light of the favourable development in Macau, the Directors believe there are ample opportunity in the Macau property market for the Company to expand and develop its business. The CCE Macau Cap is determined with particular attention to allow room for the Company to develop and expand its business in Macau and is calculated with reference to the following factors:

• (i) total contract sum of new construction projects in Macau of COLI Group so far this year of approximately HK$900 million (including those projects set out in (ii) below);

• (ii) total contract sum of new construction projects awarded to CCE Macau so far this year of approximately HK$56 million, representing approximately 6% of the Company’s new Macau projects for the respective period;

• (iii) total contract sum of new construction projects in Macau of COLI Group in each of the next three financial years ending 31 December 2008 estimated with reference to COLI Group’s future growth and expansion in its land reserves in Macau in the next three years; and

• (iv) the maximum amount of projects which may be awarded by COLI Group to CCE Macau in the next three financial years ending 31 December 2008 should not exceed 10% of COLI Group’s total contract sum of new construction projects in Macau as mentioned in (iii) above, such percentage being determined with reference to the percentage level set out in (ii) above, but in any event will not exceed the amount of the CCE Macau Cap.

The SCOCE Engagement Agreement (together with the SCOCE Cap) and the CCE Macau Engagement Agreement (together with the CCE Macau Cap) will take effect conditional upon the COLI Independent Shareholders’ approval having been obtained at the COLI EGM. The CSC Engagement Agreement (together with the CSC Cap) will take effect conditional upon the COLI Independent Shareholders’ and the CSC Independent Shareholders’ approval at the COLI EGM and the CSC EGM respectively.

Reasons for and Benefits of the Continuing Connected Transactions

The Directors consider that engaging SCOCE, CSC Group and CCE Macau as construction contractors upon successful tender allows the Company to secure a more diverse base of contractors to participate in the construction of its property development projects in the PRC, Hong Kong and Macau respectively.

— 11 —

LETTER FROM THE BOARD

The Directors confirm that the Continuing Connected Transactions are expected to be entered into in the ordinary and usual course of business of the COLI Group, and the SCOCE Engagement Agreement (together with the SCOCE Cap), the CSC Engagement Agreement (together with the CSC Cap) and the CCE Macau Engagement Agreement (together with the CCE Macau Cap) were agreed on normal commercial terms after arm’s length negotiations between the parties, and are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Shareholders should note that each of the SCOCE Cap, the CSC Cap and the CCE Macau Cap represents the best estimates by the Directors of the amount of the relevant transactions based on the information currently available. They bear no direct relationships to, nor should be taken to have any direct bearings to, COLI Group’s financial or potential financial performance. COLI Group may or may not retain SCOCE, CSC Group or CCE Macau to engage in construction works up to the level of the caps, if at all, as their engagements are subject to tender procedures which are open to other independent third party contractors.

C. PRINCIPAL BUSINESS OF COLI GROUP AND THE RELEVANT PARTIES

COLI Group mainly engages in property development and investment, project management, infrastructure project investments, investment holding, real estate agency and management and treasury operations. It engages contractors to construct its property projects in the PRC, Hong Kong and Macau.

CSCEC is a main contractor participating mainly in the PRC construction market. SCO mainly engages in investment holding. SCOCE is a main contractor mainly participating in the PRC construction market. CSC Group is a main contractor mainly participating in the Hong Kong construction market and is principally engaged in building and civil construction and foundation engineering. CCE Macau is a main contractor mainly participating in the Macau construction market.

D. LISTING RULES IMPLICATIONS

The applicable percentage ratios as defined in Rule 14A.10 of the Listing Rules and calculated with reference to the revenue attributable to the Sale Interest exceeds 2.5%. Accordingly, the Acquisition is subject to the reporting, announcement and independent shareholders’ approval requirements set out in Chapter 14A of the Listing Rules.

The applicable percentage ratios as defined under Rule 14A.10 of the Listing Rules calculated for the Company in respect of the total contract sum that may be awarded under these agreements, i.e. the SCOCE Cap, the CSC Cap and the CCE Macau Cap, exceeds 2.5%. Accordingly, the engagement by COLI Group of SCOCE, CSC Group and CCE Macau as construction contractors for its construction works under the SCOCE Engagement Agreement, the CSC Engagement Agreement and the CCE Macau Engagement Agreement respectively constitutes non-exempt continuing connected transactions of the Company. As such, the Company is required to comply with the annual review, reporting, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules in respect of the Continuing Connected Transactions.

— 12 —

LETTER FROM THE BOARD

The Company will seek the COLI Independent Shareholders’ approval of (i) the Acquisition and (ii) the Continuing Connected Transactions at the COLI EGM by way of poll. CSCEC, COHL, China State Construction, SCO and their respective associates (as defined under the Listing Rules) shall abstain from voting at the COLI EGM.

An independent financial adviser will be appointed to advise the Independent Board Committee of the Company and COLI Independent Shareholders on whether

• (i) the terms of the Acquisition Agreement were agreed on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole; and

• (ii) the Continuing Connected Transactions are expected to be entered into in the ordinary and usual course of business of COLI Group and the SCOCE Engagement Agreement (together with the SCOCE Cap), the CSC Engagement Agreement (together with the CSC Cap) and the CCE Macau Engagement Agreement (together with the CCE Macau Cap) were agreed on normal commercial terms, and are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

E. EXTRAORDINARY GENERAL MEETING

The notice convening the COLI EGM to be held at 11/F, Three Pacific Place, 1 Queen’s Road East, Hong Kong on 29 December 2005 at 2:30 p.m. at which ordinary resolutions will be proposed to approve (i) the Acquisition; and (ii) the Continuing Connected Transactions set out on pages 110 to 112 of this circular.

A form of proxy for use at the COLI EGM is enclosed. Whether or not you are able to attend the meeting, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon to the office of the Company’s Hong Kong share registrars, Standard Registrars Limited, G/F, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting and any adjourned meeting (as the case may be) should you so wish.

The procedures for voting by poll by the Shareholders are set out in Appendix III to this circular.

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LETTER FROM THE BOARD

F. RECOMMENDATION

The Directors consider that

• (i) the terms of the Acquisition Agreement were agreed on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole; and

• (ii) the Continuing Connected Transactions are expected to be entered into in the ordinary and usual course of business of COLI Group and the SCOCE Engagement Agreement (together with the SCOCE Cap), the CSC Engagement Agreement (together with the CSC Cap) and the CCE Macau Engagement Agreement (together with the CCE Macau Cap) were agreed on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole,

and recommend the COLI Independent Shareholders to vote in favour of the ordinary resolutions to be proposed at the COLI EGM.

Your attention is drawn to the letter from the Independent Board Committee set out on pages 15 to 17 of this circular which contains its recommendation to the COLI Independent Shareholders on (i) the Acquisition Agreement and (ii) the SCOCE Engagement Agreement (together with the SCOCE Cap), the CSC Engagement Agreement (together with the CSC Cap) and the CCE Macau Engagement Agreement (together with the CCE Macau Cap). Your attention is also drawn to the letter of advice received from Access Capital which contains its advice to the Independent Board Committee and the COLI Independent Shareholders in relation to (i) the Acquisition Agreement and (ii) the SCOCE Engagement Agreement (together with the SCOCE Cap), the CSC Engagement Agreement (together with the CSC Cap) and the CCE Macau Engagement Agreement (together with the CCE Macau Cap). The letter from Access Capital is set out on pages 18 to 33 of this circular.

Your attention is also drawn to the valuation report and the general information set out in the Appendices I and II to this circular respectively.

Yours faithfully, By Order of the Board China Overseas Land & Investment Limited Kong Qingping

Chairman and Chief Executive

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LETTER FROM THE INDEPENDENT BOARD COMMITTEE

==> picture [427 x 58] intentionally omitted <==

(incorporated in Hong Kong with limited liability)

(Stock Code: 688)

12 December 2005

To the Independent Shareholders

Dear Sir or Madam,

CONNECTED TRANSACTION IN RESPECT OF ACQUISITION OF 11% EQUITY INTEREST IN (CHINA OVERSEAS PROPERTY GROUP CO., LTD.)

NON-EXEMPT CONTINUING CONNECTED TRANSACTIONS IN RESPECT OF ENGAGEMENT BY COLI GROUP OF SCOCE, CSC GROUP AND CCE MACAU AS CONSTRUCTION CONTRACTORS SUBJECT TO SUCCESSFUL TENDER

We refer to the circular dated 12 December 2005 of the Company (the “ Circular ”) of which this letter forms part. Terms defined in the Circular bear the same meanings herein unless the context otherwise requires.

We have been appointed to form the Independent Board Committee to consider (i) the Acquisition and the Acquisition Agreement and (ii) the Continuing Connected Transactions, the SCOCE Engagement Agreement (together with the SCOCE Cap), the CSC Engagement Agreement (together with the CSC Cap) and the CCE Macau Engagement Agreement (together with the CCE Macau Cap) and to advise the COLI Independent Shareholders whether, in our opinion,

• (i) the terms of the Acquisition Agreement were agreed on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole; and

• (ii) the Continuing Connected Transactions are expected to be entered into in the ordinary and usual course of business of COLI Group and the SCOCE Engagement Agreement (together with the SCOCE Cap), the CSC Engagement Agreement (together with the CSC Cap) and

— 15 —

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

the CCE Macau Engagement Agreement (together with the CCE Macau Cap) were agreed on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Access Capital has been appointed to advise the Independent Board Committee and COLI Independent Shareholders whether

• (i) the terms of the Acquisition Agreement were agreed on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole; and

• (ii) the Continuing Connected Transactions are expected to be entered into in the ordinary and usual course of business of COLI Group and the SCOCE Engagement Agreement (together with the SCOCE Cap), the CSC Engagement Agreement (together with the CSC Cap) and the CCE Macau Engagement Agreement (together with the CCE Macau Cap) were agreed on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

We wish to draw your attention to the letter from the Board set out on pages 5 to 14 of the Circular which contains information about (i) the Acquisition Agreement, and (ii) the SCOCE Engagement Agreement (together with the SCOCE Cap), the CSC Engagement Agreement (together with the CSC Cap) and the CCE Macau Engagement Agreement (together with the CCE Macau Cap), and the letter of advice from Access Capital set out on pages 18 to 33 of the Circular which contains advice in respect of (i) the Acquisition Agreement and (ii) the SCOCE Engagement Agreement (together with the SCOCE Cap), the CSC Engagement Agreement (together with the CSC Cap) and the CCE Macau Engagement Agreement (together with the CCE Macau Cap).

Having taken into account of the advice of Access Capital, we consider that

• (i) the terms of the Acquisition Agreement were agreed on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole; and

• (ii) the Continuing Connected Transactions are expected to be entered into in the ordinary and usual course of business of COLI Group and the SCOCE Engagement Agreement (together with the SCOCE Cap), the CSC Engagement Agreement (together with the CSC Cap) and the CCE Macau Engagement Agreement (together with the CCE Macau Cap) were agreed on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole,

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LETTER FROM THE INDEPENDENT BOARD COMMITTEE

and recommend the COLI Independent Shareholders to vote in favour of the ordinary resolutions as set out in the notice of the COLI EGM to be held on 29 December 2005.

Yours faithfully, For and on behalf of

Independent Board Committee of China Overseas Land & Investment Limited

Li Kwok Po, David Lam Kwong Siu Wong Ying Ho, Kennedy Independent Non-executive Independent Non-executive Independent Non-executive Director Director Director

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LETTER FROM ACCESS CAPITAL

The following is the full text of the letter of advice to the Independent Board Committee and the COLI Independent Shareholders from Access Capital prepared for incorporation in this circular.

==> picture [41 x 61] intentionally omitted <==

Suite 606

6th Floor Bank of America Tower 12 Harcourt Road Central Hong Kong

12 December 2005

To: The Independent Board Committee and the COLI Independent Shareholders of China Overseas Land & Investment Ltd.

Dear Sir or Madam,

CONNECTED TRANSACTION IN RESPECT OF ACQUISITION OF 11% EQUITY INTEREST IN (CHINA OVERSEAS PROPERTY GROUP CO., LTD.) AND NON-EXEMPT CONTINUING CONNECTED TRANSACTIONS

1. INTRODUCTION

We refer to our appointment to advise the Independent Board Committee and the COLI Independent Shareholders with regard to the terms of the Acquisition and the Continuing Connected Transactions. Details of the Acquisition and the Continuing Connected Transactions are contained in the “Letter from the Board” of the circular to the Shareholders dated 12 December 2005 (the “Circular”) of which this letter forms part. Terms used in this letter shall have the same meanings as those defined in the Circular, unless the context otherwise specifies.

The Acquisition

Pursuant to the Acquisition Agreement, GCOP (an indirect wholly owned subsidiary of the Company) agreed to acquire 11% of the existing registered capital of COP from SCO, which is a direct subsidiary owned by CSCEC as to 95%. Upon completion of the Acquisition, the Company’s shareholding in the registered capital of COP would have increased from its current level of 79% to 90%.

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LETTER FROM ACCESS CAPITAL

Set out below is our understanding of the shareholding structure of COP, SCO and the Company before and after completion of the Acquisition.

Before completion

After completion

==> picture [451 x 237] intentionally omitted <==

----- Start of picture text -----

CSCEC CSCEC
about 51%
95% about 51%
the Company
SCO the Company
100%
100% Independent COZG
third parties
Independent 100%
COZG
third parties
GCOP
10% 11% 79% 100% 10% 79%
11%
COP GCOP COP
----- End of picture text -----

In view of the shareholding structure of COP, SCO and the Company, the Acquisition constitutes connected transaction of the Company. As the applicable percentage ratios as defined in Rule 14A.10 of the Listing Rules and calculated with reference to the revenue attributable to the Sale Interest exceeds 2.5%, the Acquisition is subject to reporting, announcement and independent shareholders’ approval requirements set out in Chapter 14A of the Listing Rules. CSCEC and its associates, including COHL, the immediate holding company of the Company, and SCO will abstain from voting at the COLI EGM.

The Continuing Connected Transactions

Pursuant to the SCOCE Engagement Agreement and the CCE Macau Engagement Agreement, the Group may continue to engage SCOCE and CCE Macau as construction contractors in the PRC and Macau respectively in respect of each of the following three financial years commencing on 1 January 2006 and ending 31 December 2008, subject to the SCOCE Cap and CCE Macau Cap respectively. Pursuant to the CSC Engagement Agreement, the Group may continue to engage the CSC Group as construction contractor in Hong Kong in each of the following three financial years commencing on 1 January 2006 and ending 31 December 2008 subject to the CSC Cap.

SCOCE is a main contractor mainly participating in the PRC construction market. CSC Group is a main contractor mainly participating in the Hong Kong construction market and is principally engaged in building and civil construction and foundation engineering. CCE Macau is a main contractor mainly participating in the Macau construction market.

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LETTER FROM ACCESS CAPITAL

Set out below is our understanding of the shareholding structure of SCOCE, China State Construction, CCE Macau and the Company as at the date of the SCOCE Engagement Agreement, the CSC Engagement Agreement and the CCE Macau Engagement Agreement.

==> picture [355 x 143] intentionally omitted <==

----- Start of picture text -----

CSCEC
100% 100%
SCOCE COHL
100% about 51% about 64%
China State
CCE Macau the Company
Construction
----- End of picture text -----

In view of the shareholding structure of SCOCE, China State Construction, CCE Macau and the Company, SCOCE, China State Construction and CCE Macau are connected persons of the Company, and the Company is a connected person of China State Construction.

The engagement by the Group of SCOCE and CCE Macau as construction contractors for its construction works under the SCOCE Engagement Agreement and the CCE Macau Engagement Agreement constitute non-exempt continuing connected transactions of the Company. The engagement by the Group of the CSC Group, and the provision of services by the CSC Group to the Group as construction contractor for the Group’s construction work in Hong Kong under the CSC Engagement Agreement constitute non-exempt continuing connected transactions for both the Company and China State Construction.

The applicable percentage ratios as defined under Rule 14A.10 of the Listing Rules calculated for the Company in respect of the total contract sum that may be awarded under these agreements, i.e. the SCOCE Cap, the CSC Cap and the CCE Macau Cap, exceeds 2.5%. As such, the Company is required to comply with the annual review, reporting, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules in respect of the Continuing Connected Transactions. CSCEC, COHL, China State Construction and their respective associates (as defined under the Listing Rules) shall abstain from voting at the COLI EGM.

2. THE INDEPENDENT BOARD COMMITTEE

An independent board committee, comprising Dr. Li Kwok Po, David, Messrs. Lam Kwong Siu and Wong Ying Ho, Kennedy (all of whom are independent non-executive Directors), has been established to consider the terms of the Acquisition, the Continuing Connected Transactions and the respective caps related to such continuing connected transactions and to advise the COLI Independent Shareholders thereon.

We have been appointed by the Independent Board Committee to advise them as to whether the terms of the Acquisition, the Continuing Connected Transactions and the respective caps related to such continuing connected transactions are fair and reasonable so far as the COLI Independent

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LETTER FROM ACCESS CAPITAL

Shareholders are concerned, and to give our opinion in relation to the terms of the Acquisition, the Continuing Connected Transactions and the respective caps related to such continuing connected transactions for their consideration when making their recommendation to the COLI Independent Shareholders.

3. BASIS OF THE OPINION

In formulating our advice, we have relied solely on the statements, information, opinions and representations contained in the Circular and the information and representations provided and/or made to us by the Company and/or the Directors and/or the senior management of the Company. We have assumed that all such statements, information, opinions and representations contained or referred to in the Circular or otherwise provided or made or given by the Company and/or the Directors and/or the senior management of the Company and for which it is/they are solely responsible were true, accurate and valid at the time they were made and given and continue to be true, accurate and valid as at the date of the Circular. We have assumed that all the statements, information, opinions and representations made or provided by the Company and/or the Directors and/or the senior management of the Company contained in the Circular have been reasonably made after due and careful enquiry. We have also sought and obtained confirmation from the Company and/or the Directors and/or the senior management of the Company that no material facts have been omitted from the information provided and referred to in the Circular.

We consider that we have reviewed all currently available information and documents to enable us to reach an informed view and to justify our reliance on the information provided so as to provide a reasonable basis for our opinion. We have no reason to doubt the truth, accuracy and completeness of the statements, information, opinions and representations provided to us by the Company, the Directors, the senior management of the Company and their respective advisers or to believe that material information has been withheld or omitted from the information provided to us or referred to in the aforesaid documents. We have not, however, carried out an independent verification of the information provided, nor have we conducted an independent investigation into the business and affairs of the Company or any of its subsidiaries.

4. PRINCIPAL FACTORS AND REASONS CONSIDERED

In forming our opinion, we have taken into consideration the following principal factors and reasons:

• 4.1 Background to the Acquisition and the Continuing Connected Transactions

4.1.1 Principal activities of the Group

The Group is principally engaged in property development and investment, project management, infrastructure project investments and real estate agency.

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LETTER FROM ACCESS CAPITAL

4.1.2 Overall financial performance of the Group

Historical financial results

For the past two years ended 31 December 2004, the Group has recorded audited turnover of approximately HK$7,618.0 million (2003) and HK$8,624.5 million (2004); and audited net profit attributable to equity holders of approximately HK$688.9 million (2003) and HK$1,075.1 million (2004) respectively. As at 31 December 2004, the audited consolidated net tangible assets of the Group amounted to approximately HK$10,543.1 million.

For the six months ended 30 June 2005, the Group has recorded unaudited turnover of approximately HK$2,730.8 million (HK$2,264.9 million (2004)); and unaudited net profit attributable to equity holders of approximately HK$576.0 million (HK$367.7 million (2004)). As at 30 June 2005, the unaudited consolidated net tangible assets of the Group amounted to approximately HK$10,918.4 million.

Although the Group’s audited turnover increased steadily over the last two financial years, the audited net profit attributable to equity holders demonstrates even higher growth during the same period. According to the Directors, the continued substantial increase in audited net profit from the financial year 2003 to the financial year 2004 was due to the strong performance of the Group’s property development projects in the PRC and the write-back of certain provisions for Hong Kong property projects made previously.

As stated in the interim report of the Group for the six months ended 30 June 2005, the core business of the Group continued to grow in this period. The sale of properties in various regions in the PRC was sustained as scheduled. At the same time, the Group seized the opportunity by enlarging its land bank, creating a solid foundation for the further expansion of business operation.

In addition, the investment in domestic infrastructure and provincial facilities also recorded satisfactory overall performance. In May 2005, the Group has successfully received the Baa3 and BBB-ratings from Moody and Standard and Poor’s respectively, making it the pioneer among the domestic property developers for being granted two investment credit ratings.

Business strategy

As described in the Company’s 2004 annual report, the Group will pace itself with respect to development of its properties projects on hand, in accordance with the demand for properties in Hong Kong and Macau. In addition, it will selectively participate in the property investment projects of major consortiums in Hong Kong.

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LETTER FROM ACCESS CAPITAL

The Group will continue to leverage on pooled capital resources, management resources and technology resources, and expand into the real estate sector in the PRC, whilst limiting its risk exposure to a minimum.

• a) The Group will consolidate its position in major cities, such as Shenzhen, Guangzhou, Beijing, Shanghai and Chengdu; enhance its market share; and expand its business and promote its brands (positively and appropriately) in certain second tier cities that have potential.

• b) The Group will continue to adopt its land reserve acquisition strategy for short, medium and long-term development purposes.

• c) The Group will strengthen its sales and marketing efforts.

Prospects

As stated in the Company’s annual report for the year ended 31 December 2004, the Directors have noted that the global economy in 2005 is expected to continue to grow in accordance with prevailing trends, yielding opportunities and challenges going forward. Amidst various uncertainties, such as persistent high oil prices, the mounting US budget and foreign trade deficits, geopolitical uncertainties in the Middle East, and the uneven rate of economic development in the PRC, regional economic development will likely continue to be imbalanced. However, the Directors believe that the overall environment for economic development in the PRC will remain sound, and the national economy will grow in a steady and rapid manner. As such, income per capita in the PRC will continue to increase. Complemented by an effective real estate policy, the real estate sector in the PRC will begin to adopt measures to allow for more sustainable development. This will in turn create more room for future development, particularly for those more competent developers. The Directors also believe that the economic recovery in Hong Kong will evolve into a driving force for growth. Together with the benefits derived from continuous cooperation and exchange with the PRC economy, Hong Kong’s domestic economy will further improve. Following deregulation of the gaming industry in Macau, the Directors also believe that Macau’s economy will further improve. In sum, the Board is confident about the future development of the Group and its business operations in the PRC, Hong Kong and Macau.

We understand from the Company that it remains the Company’s corporate strategy to focus on investment in the PRC’s property market, with the ultimate objective of becoming one of the best nationwide property developers. The completion of the corporate re-organisation (which involves the disposal of construction related business, distribution in specie and separate listing of China State Construction) in July 2005 enabled the Group to realign itself and concentrate its limited resources on its property development business.

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LETTER FROM ACCESS CAPITAL

4.1.3 Reasons for and benefits of the Acquisition

As stated in the “Letter from the Board”, the Company’s existing interests and operation in property development and investment in Changchun, Shenzhen, Nanjing and Beijing in the PRC are held and managed under COP and its subsidiaries.

Also stated in the “Letter from the Board”, for the year ended 31 December 2004, the audited net profits before and after taxation of COP (in accordance with generally accepted accounting principles in the PRC) were approximately RMB427,513,000 (approximately HK$403,314,000) and RMB344,689,000 (approximately HK$325,178,000) respectively. For the year ended 31 December 2003, the audited net profits before and after taxation of COP (in accordance with generally accepted accounting principles in the PRC) were approximately RMB301,186,000 (approximately HK$284,138,000) and RMB241,297,000 (approximately HK$277,639,000) respectively. As at 31 December 2004, the audited net asset value of COP (in accordance with generally accepted accounting principles in the PRC) was approximately RMB1,044,566,000 (approximately HK$985,440,000).

Back in September 2004, the Company announced that COP has filed an application for listing of its shares on the Shanghai Stock Exchange A-Share Market. Subsequently in October 2005, the Company announced that the Directors have resolved to procure COP formally withdrawing the application for the proposed spin-off and separate listing of COP on the Shanghai Stock Exchange A-Share Market, on the basis of the change in securities market condition in the PRC and the continued sufficient cash position of the Group rendered it not cost effective to seek a separate listing of COP in the near future. As the Directors consider that as COP may not be seeking a separate listing in the near future and given the abovementioned positive view on the future of the property market in the PRC, the Acquisition provides a suitable opportunity for the Company to further consolidating the control of COP. Upon completion of the Acquisition, the result, the assets and liabilities of COP will continue to be consolidated into the financial statements of the Company as a 90% owned subsidiary with the remaining 10% staying as minority interests in such financial statements.

In addition to the Acquisition, the Company will seek to acquire from the three remaining independent minority shareholders the remaining 10% equity interest in COP, with the view to achieving total ownership of COP. Although these subsequent purchases, if consummated, will not constitute connected transaction for the Company, the Company will keep Shareholders informed of such developments by way of announcement(s) as and when required under Chapter 14 of the Listing Rules.

Taking into account the Company’s business strategy, its view on the potential prospects of the PRC property market and the reasons for the Acquisition described above, we concur with the Directors’ view and are of the view that the Acquisition is a step consistent with the Company’s stated business strategy and is in the interests of the Company and the Shareholders as a whole.

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LETTER FROM ACCESS CAPITAL

4.1.4 Terms of the Acquisition Agreement

Assets to be acquired

The Company shall acquire 11% of the existing registered capital of COP.

The original purchase cost of the 11% of the existing registered capital of COP to SCO was RMB52,131,800 (approximately HK$49,180,900 adopting the then reference exchange rate of HK$1 = RMB1.06) as at 14 March 2002.

Consideration

The purchase price payable by GCOP to SCO for the acquisition of the Sale Interest is RMB320,076,397 (approximately HK$307,765,767) and shall be paid in cash on completion. It will be funded by internal resources of the Company.

We have identified 7 listed companies in Hong Kong on the Main Board of the Stock Exchange which are engaged in property development business in the PRC with market capitalisation over HK$1,000 million and below HK$4,000 million as at the Latest Practicable Date, and the net asset value over HK$1,000 million (together the “Comparables”) and we have, accordingly, compared their market statistics of the Comparables with the purchase price.

				Market
				capitalisation
				(as at Latest
				Practicable
	Stock	Turnover	Net profit	Date)		Net asset value
Company name	code	(Note 2)	(Note 2)	(Note 1)	PER	(Note 2)	PBR
		HK$	HK$	HK$	times	HK$	times
Shanghai Real Estate Ltd.	1207	1,251,995,705	223,099,980	1,745,510,000	7.82	1,272,653,351	1.37
Tian An China Investments	28	1,973,098,000	200,638,000	1,860,370,000	9.27	4,390,129,000	0.42
Company Ltd.
Tomson Group Ltd.	258	765,349,000	243,597,000	2,598,370,000	10.67	3,553,746,000	0.73
Shenzhen Investment Ltd.	604	2,000,131,000	354,779,000	2,730,660,000	7.70	3,712,591,000	0.74
Beijing Capital Land Ltd.	2868	1,537,105,660	267,166,981	3,946,710,000	14.77	2,183,256,604	1.81
Far East Consortium	35	547,087,000	400,470,000	3,719,840,000	9.29	3,800,724,000	0.98
International Ltd.
Beijing North Star Company	588	2,260,212,264	247,083,019	3,827,390,000	15.49	4,864,169,811	0.79
Ltd.
Maximum					15.49		1.81
Minimum					7.70		0.42
Average					10.72		0.98
The Company	688	8,624,475,000	1,075,070,000	21,256,080,000	19.77	10,431,732,000	2.04
COP		2,374,629,000	325,178,000	2,797,870,603	8.60	2,797,870,603	1.00
				(Note 3)		(Note 4)

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LETTER FROM ACCESS CAPITAL

Notes:

1. Source: Bloomberg.

2. The financial information of these companies are extracted from their latest audited financial report for the year ended 31 December 2004, except for Far East Consortium International Limited is for the financial year ended 31 March 2005.

3. This is the value of the entire COP based on the consideration payable for the Sale Interest of RMB320,076,397 (approximately HK$307,765,767).

4. This is the sum of the unaudited net asset value of COP as at 30 September 2005 of RMB1,370,598,355 (approximately HK$1,317,883,033) and the revaluation surplus of approximately RMB1,539,187,072 (approximately HK$1,479,987,570).

On the basis of the aforesaid purchase price, the entire COP is valued at approximately RMB2,909,785,427 (approximately HK$2,797,870,603). Based on the aforesaid audited net profits after taxation of COP for the year ended 31 December 2004 (in accordance with generally accepted accounting principles in the PRC) of approximately RMB344,689,000 (approximately HK$325,178,000), the consideration of the Acquisition would represent a historical price/earnings ratio (“PER”) of approximately 8.60 times. We have also compared this PER with the historical PER of the Company (being approximately 19.77 times as at the Latest Practicable Date), and noted that the Company’s historical PER is significantly higher than the historical PER of COP. We have compared the historical PER of the Comparables with the historical PER of COP at approximately 8.60 times, and noted that it falls below the market average of the historical PER of the Comparables at approximately 10.72 times and is at the lower range of historical PER of the Comparables.

As stated in the “Letter from the Board”, the consideration of the Acquisition was determined after arm’s length negotiation between GCOP and SCO and was arrived at with reference to the unaudited net asset value of COP as at 30 September 2005 (in accordance with the generally accepted accounting principles in the PRC) attributable to the Sale Interest of approximately RMB150,766,000 (approximately HK$144,967,000), adjusted to take into account an independent valuation of properties of COP as at 30 September 2005 reflecting a premium of RMB169,310,578 (approximately HK$162,798,000) over the book value attributable to the Sale Interest. Any interests accrued on, and any liabilities attached to, the Sale Interest on or after 1 October 2005 shall belong to and be borne by GCOP. In other words, based on the sum of (i) the unaudited net asset value of COP as at 30 September 2005 (i.e. RMB1,370,598,355 or approximately HK$1,317,883,033) and (ii) the revaluation surplus arising from the revaluation of the properties of COP as at 30 September 2005 of approximately RMB1,539,187,072 (approximately HK$1,479,987,570), which is approximately RMB2,909,785,427 (approximately HK$2,797,870,603), the price to book value ratio (“PBR”) was 1.00 time. We have compared the historical PBR of the Comparables and noticed that the PBR of COP at 1.00 time represents slightly higher than the average historical PBR of approximately 0.98 time, but is lower than the

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LETTER FROM ACCESS CAPITAL

historical PBR of the Company at approximately 2.04 times. Shareholders should note that the historical PBR of the Company and the Comparables may not have taken into account any adjustments arising from the revaluation of their respective property interests. Accordingly, we have incorporated the historical PBRs in the table above for your information only.

Based on the above analysis, in particular, the price payable for the Sale Interest is (i) at a lower than the market average historical PER and (ii) equivalent to the adjusted NAV of Sale Interest; and the reasons for and benefits of the Acquisition set out in this letter, we are of the view that the purchase price payable by the Group under the Acquisition is fair and reasonable.

5. POSSIBLE FINANCIAL EFFECTS ON THE COMPANY AS A RESULT OF THE ACQUISITION

Upon Completion, COP will become a 90%-owned subsidiary of the Company and the financial results of COP will continue to be consolidated into the Group.

Net asset value

Given the cash consideration payable for the Sale Interest is equivalent to the adjusted NAV of the Sale Interest, there will be no effect to the NAV of the Group following the completion of the Acquisition.

Earnings base

Based on the audited net profit of the Group for the year ended 31 December 2004 of approximately HK$1,075.1 million and the audited net asset value of the Group as at 31 December 2004 of approximately HK$10,431.7 million, the return on capital employed (“ROCE”, being net profit/net asset value) was approximately 10.31%. Based on the attributable portion of the 11% of the unaudited net profit of COP for the nine months ended 30 September 2005 of approximately RMB34.2 million (approximately HK$32.9 million) and the consideration payable for the Sale Interest of approximately RMB320.1 million (approximately HK$307.8 million), the historical earnings yield was approximately 10.69%. Given the aforesaid historical earnings yield is higher than the ROCE of the Group, we are of the view that upon completion of the Acquisition, there may be an enhancement to the earnings of the Group.

Cash and gearing position

As at 30 June 2005, the bank balances and cash of the Group amount to approximately HK$1,824.5 million. Since the purchase price will be settled in cash, the cash position of the Group will be reduced by approximately HK$307,765,767 following completion of the Acquisition. As the purchase price will be financed by the internal resources of the Group (i.e. no borrowings), there will be no impact to the gearing (i.e. total liabilities/shareholders’ equity) of the Group following completion of the Acquisition.

— 27 —

LETTER FROM ACCESS CAPITAL

Based on the analysis mentioned above, in particular, (i) there will be no impact to the net asset value of the Group; (ii) there may be an enhancement to the earnings of the Group; and (iii) there will be no impact to the gearing position of the Group (though the cash balance will be reduced), we are of the view that the Acquisition were agreed on normal and commercial terms and are fair and reasonable so far as the Shareholders are concerned and is in the interests of the Company and the Shareholders as a whole.

6. BACKGROUND TO AND REASONS FOR THE CONTINUING CONNECTED TRANSACTIONS

The principal activities of the Group are set out in paragraph 4.1.1 above.

SCOCE is a main contractor mainly participating in the PRC construction market.

CSC Group is a main contractor mainly participating in the Hong Kong construction market and is principally engaged in building and civil construction and foundation engineering.

CCE Macau is a main contractor mainly participating in the Macau construction market.

CSCEC is the immediate holding company of SCOCE and, through COHL, the ultimate holding company of both the Company and China State Construction. CCE Macau is a wholly owned subsidiary of COHL, which in turn is 100% owned by CSCEC. Accordingly, SCOCE, China State Construction and CCE Macau are connected persons of the Company, and the Company is a connected person of China State Construction.

The Directors expect that the Group will, in the ordinary and usual course of its business, continues to invite SCOCE, CSC Group and CCE Macau to participate in competitive tender for the Group’s construction works in the PRC, Hong Kong and Macau respectively from time to time. The Directors consider that through engaging SCOCE, CSC Group and CCE Macau as potential construction contractors, it would allow the Company to broaden its access to a greater number of qualifying contractors, so as to allow the Company more choices in the award of its tenders to firms to participate in the construction of its property development projects in the PRC, Hong Kong and Macau respectively.

Having considered the reasons mentioned above, we concur with the view of the Directors and are of the view that it is reasonable for the Company to enter into the SCOCE Engagement Agreement, the CSC Engagement Agreement and the CCE Macau Engagement Agreement.

7. TERMS OF THE CONTINUING CONNECTED TRANSACTIONS

As stated in the “Letter from the Board” and set out in each of the SCOCE Engagement Agreement, the CSC Engagement Agreement and the CCE Macau Engagement Agreement, each of SCOCE, CSC Group and CCE Macau may continue to tender for the Group’s construction works in the PRC, Hong Kong and Macau in accordance with the tendering procedures laid down by the Group from time to time and on the same and normal terms as offered to other independent third party construction contractors.

— 28 —

LETTER FROM ACCESS CAPITAL

The Directors confirm that the Continuing Connected Transactions are expected to be entered into in the ordinary and usual course of business of the Group, and the SCOCE Engagement Agreement (together with the SCOCE Cap), the CSC Engagement Agreement (together with the CSC Cap) and the CCE Macau Engagement Agreement (together with the CCE Macau Cap) were agreed on normal commercial terms after arm’s length negotiations between the parties, and were fair and reasonable and in the interests of the Company and the Shareholders as a whole.

We have discussed with the senior management of the Company about the normal tendering procedures for construction projects of the Group (between the Group and independent third party construction contractors, and between the Group and SCOCE, CSC Group and CCE Macau) with contract sum range between HK$50 million to HK$4,000 million. We understand that the construction contracts were awarded (i) through a competitive tender process in accordance with the tendering procedures laid down by the Group from time to time; and (ii) the decision to award a construction contract to selected contractor(s) depends on the recommendation of the independent architectural firm or qualified surveyor who has reviewed and considered the following factors of the selected construction contractor, in particular, its past experience, its financial track record and the latest available financial position, and the estimated cost of the construction project. Based on the aforesaid, we are of the view that by entering into the SCOCE Engagement Agreement, the CSC Engagement Agreement and the CCE Macau Engagement Agreement help to formalise the arrangement to engage each of the aforesaid connected person as construction contractors in the future and quantify the maximum amount of projects which may be awarded by the Group to each of these connected persons in the next three financial year ending 31 December 2008, which is beneficial to the Company and is in the interests of the Company and the Shareholders as a whole.

8. COMMERCIAL JUSTIFICATION FOR DETERMINING THE RELEVANT CAPS IN RELATION TO THE CONTINUING CONNECTED TRANSACTIONS

As stated in the “Letter from the Board”, the respective caps of the Continuing Connected Transactions will be as follows:

• (i) SCOCE Cap — the total contract sum to be awarded by the Group to SCOCE each year shall not exceed HK$1,600 million for each of the financial years ending 31 December 2008;

• (ii) CSC Cap — the total contract sum to be awarded by the Group to CSC Group each year shall not exceed HK$900 million for each of the financial years ending 31 December 2008; and

• (iii) CCE Macau Cap — the total contract sum to be awarded by the Group to CCE Macau each year shall not exceed HK$200 million for each of the financial years ending 31 December 2008.

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LETTER FROM ACCESS CAPITAL

Also stated in the “Letter from the Board”, the respective caps are calculated with reference to the following factors:

The SCOCE Cap is calculated with reference to the following factors:

• (i) total contract sum of new construction projects in the PRC of the Group in each of the past three years ended 31 December 2004 of approximately HK$1,651 million, HK$1,378 million and HK$3,216 million respectively, including those project set out in (ii) below;

• (ii) total contract sum of new construction projects awarded to SCOCE in the PRC each year for the past three years ended 31 December 2004 of nil, approximately HK$175 million and HK$143 million respectively, representing nil, approximately 13% and 4% of the Company’s new PRC projects for the respective period;

• (iii) total contract sum of new construction projects in the PRC of the Group in each of the next three financial years ending 31 December 2008 estimated with reference to the Group’s future growth and expansion in its land reserves in the PRC in the next three years; and

• (iv) the maximum amount of projects which may be awarded by the Group to SCOCE in the next three financial years ending 31 December 2008 should not exceed 15%-20% of the Group’s total contract sum of new construction projects in the PRC as mentioned in (iii) above, such percentage being determined with reference to the historical level set out in (ii) above, but in any event will not exceed the amount of the SCOCE Cap.

The CSC Cap is therefore calculated with reference to the following factors:

• (i) total contract sum of new construction projects undertaken by the Group each year for the three financial years ended 31 December 1999 where the Company was still relatively active in the Hong Kong property market. The total contract sum in each of these years were approximately HK$294 million, HK$482 million and HK$868 million respectively all of which were awarded to entities in the CSC Group, being then wholly owned subsidiaries of the Company at the relevant time;

• (ii) total contract sum of new construction projects in Hong Kong of the Group in each of the next three financial years ending 31 December 2008 estimated with reference to the Group’s future growth and expansion in its land reserves in Hong Kong in the next three years; and

• (iii) the maximum amount of projects which may be awarded by the Group to CSC Group in the next three financial years ending 31 December 2008 should not exceed the highest of 100% of the Group’s total contract sum of new construction projects in Hong Kong as mentioned in (ii) above, but in any event will not exceed the amount of CSC Cap.

— 30 —

LETTER FROM ACCESS CAPITAL

The CCE Macau Cap is determined with particular attention to allow room for COLI to develop and expand its business in Macau and its calculated with reference to the following factors:

• (i) total contract sum of new construction projects in Macau of the Group so far this year of approximately HK$900 million (including those projects set out in (ii) below);

• (ii) total contract sum of new construction projects awarded to CCE Macau so far this year of approximately HK$56 million, representing approximately 6% of the Company’s new Macau projects for the respectively period;

• (iii) total contract sum of new construction projects in Macau of the Group in each of the next three financial years ending 31 December 2008 estimated with reference to the Group’s future growth and expansion in its land reserves in Macau in the next three years; and

• (iv) the maximum amount of projects which may be awarded by the Group to CCE Macau in the next three financial years ending 31 December 2008 should not exceed 10% of the Group’s total contract sum of new construction projects in Macau as mentioned in (iii) above, such percentage being determined with reference to the percentage level set out in (ii) above, but in any event will not exceed the amount of the CCE Macau Cap.

Shareholders should note that each of the SCOCE Cap, the CSC Cap and the CCE Macau Cap represents the best estimates by the Directors of the amount of the relevant transactions based on the information currently available. They bear no direct relationships to, nor should be taken to have any direct bearings to, the Group’s financial or potential financial performance. The Group may or may not retain SCOCE, CSC Group or CCE Macau to engage in construction works up to the level of the caps, if at all, as their engagements are subject to tender procedures which are open to other independent third party contractors.

Having taken into account (i) the total contract sum of construction projects in the PRC, Hong Kong and Macau of the Group in the past as described above; and (ii) the total contract sum of construction projects awarded to SCOCE, CSC Group and CCE Macau in the past as described above, the Directors estimate the total contract sum of new construction projects in the PRC, Hong Kong and Macau in each of the three financial years ending 31 December 2008 with reference to the Group’s future growth and expansion in its land reserves in the PRC, Hong Kong and Macau in the next three years.

We have also noted (i) the businesses and prospects of the Group as described in paragraph 4.1.2 above, which indicates the growth potential in the property markets which the Group currently operates (i.e. the PRC, Hong Kong and Macau); and (ii) the long-term business strategy of the Group as described in paragraph 4.1.3 above, which is to focus on investment in the property market, in particular, the PRC, with the ultimate objective of becoming one of the best nationwide property developers.

— 31 —

LETTER FROM ACCESS CAPITAL

On the basis of the aforesaid reasons and factors, we concur with the view of the Directors and are of the view that the SCOCE Cap, the CSC Cap and the CCE Macau Cap for each of the three financial years ending 31 December 2008 are reasonable and acceptable. Accordingly, we consider that the Continuing Connected Transactions are expected to be entered into in the ordinary and usual course of business of the Group and the terms of each of the SCOCE Engagement Agreement (together with the SCOCE Cap), the CSC Engagement Agreement (together with CSC Cap) and the CCE Macau Engagement Agreement (together with the CCE Macau Cap) were agreed on normal commercial terms and are fair and reasonable so far as the Shareholders are concerned and in the interests of the Company and its Shareholders as a whole.

9. RECOMMENDATIONS

In considering the terms of the Acquisition, we have taken into account the following factors:

• the businesses and prospects of the Group and COP as described in paragraph 4.1.2 above, which indicates the growth potential in the property markets which the Group currently operates (i.e. the PRC, Hong Kong and Macau);

• the reasons for and benefits of the Acquisition, in particular, for the long-term business strategy of the Group as described in paragraph 4.1.3 above, which is to focus on investment in the PRC’s property market, with the ultimate objective of becoming one of the best nationwide property developers;

• the terms of the Acquisition Agreement with regard to the basis of the purchase price as described in paragraph 4.1.4 above, which is reasonable as compared to the Comparables and

• the possible financial effects to the Company as described in paragraph 5 above.

After having considered the above principal factors and based on the information provided and the representations made to us, we consider the terms of the Acquisition to be fair and reasonable so far as the COLI Independent Shareholders are concerned; and that the Acquisition is in the interests of the Company and the COLI Independent Shareholders as a whole. Accordingly, we advise the Independent Board Committee to recommend to the COLI Independent Shareholders to vote in favor of the relevant resolution which will be proposed at the EGM to approve the Acquisition.

In considering the terms of the Continuing Connected Transactions, we have taken into account the following factors:

• the background to and reasons for the Continuing Connected Transactions as described in paragraph 6 above, which indicates that it is reasonable for the Company to enter into the SCOCE Engagement Agreement, the CSC Engagement Agreement and the CCE Macau Engagement Agreement;

— 32 —

LETTER FROM ACCESS CAPITAL

• the terms of the Continuing Connected Transactions as described in paragraph 7 above, which indicates that by entering into the SCOCE Engagement Agreement, the CSC Engagement Agreement and the CCE Macau Engagement Agreement help to formalise the arrangement to engage SCOCE or the CSC Group or CCE Macau as construction contractors in the future and quantify the maximum amount of projects which may be awarded by the Group to these connected persons in the next three financial year ending 31 December 2008, which is beneficial to the Company and is in the interests of the Company and the Shareholders as a whole; and

• the commercial justification for determining the relevant caps in relation to the Continuing Connected Transactions as described in paragraph 8 above; which indicates that the basis of determining the respective cap for the Continuing Connected Transactions is fair and reasonable so far as the Shareholders are concerned and is in the interests of the Company and its Shareholders as a whole.

After having considered the above principal factors and based on the information provided and the representations made to us, we consider the terms of the SCOCE Engagement Agreement, the CSC Engagement Agreement and the CCE Macau Engagement Agreement and the respective caps related to such continuing connected transactions to be fair and reasonable so far as the COLI Independent Shareholders are concerned; and that the SCOCE Engagement Agreement, the CSC Engagement Agreement and the CCE Macau Engagement Agreement and the respective caps related to such continuing connected transactions are in the interests of the Company and the COLI Independent Shareholders as a whole. Accordingly, we advise the Independent Board Committee to recommend to the COLI Independent Shareholders to vote in favour of the relevant resolution which will be proposed at the EGM to approve the SCOCE Engagement Agreement (together with the SCOCE Cap), the CSC Engagement Agreement (together with the CSC Cap) and the CCE Macau Engagement Agreement (together with the CCE Macau Cap).

Yours faithfully, For and on behalf of Access Capital Limited Jeanny Leung Managing Director

— 33 —

VALUATION REPORT

APPENDIX I

The following is the text of the valuation report dated 12 December 2005 from the Valuer in relation to the property for incorporation into this circular:

==> picture [166 x 59] intentionally omitted <==

10/F Jardine House 1 Connaught Place Central Hong Kong

The Directors

China Overseas Land & Investment Ltd. 10/F, Three Pacific Place 1 Queen’s Road East Hong Kong

12 December 2005

Dear Sirs,

In accordance with your instructions for us to value the property interests as listed in the attached summary of valuations, we confirm that we have carried out inspections, made relevant enquiries and obtained such further information as we consider necessary for the purpose of providing China Overseas Property Group Co., Ltd. (the “COP Company”) or its subsidiaries (hereinafter together referred to as the “COP Group”) in the People’s Republic of China (the “PRC”) with our opinion of the values of such property interests as at 30 September 2005 (the “date of valuation”).

Our valuation of the property represents its Market Value which in accordance with the Valuation Standards on Properties of The Hong Kong Institute of Surveyors is defined as the estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s-length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion.

Our valuation excludes an estimated price inflated or deflated by special terms or circumstances such as atypical financing, sale and leaseback arrangement, special considerations or concessions granted by anyone associated with the sale, or any element of special value.

In the course of our valuation of the property interests in the PRC, we have assumed that transferable land use rights in respect of the property interests for the specific term at nominal annual land use fees have been granted and that any premium payable has already been fully paid. We have relied on the advice given by the COP Group and its PRC legal adviser, , regarding the title to the property interests and the interests of the COP Group in the properties. In valuing the property interests, we have assumed that the COP Group has an enforceable title to the property interests and has free and uninterrupted rights to use, occupy or assign the property interests for the whole of the respective unexpired terms as granted.

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VALUATION REPORT

APPENDIX I

In respect of the property interests situated in the PRC, the status of titles and grant of major approvals and licences, in accordance with the information provided by the COP Group and the PRC legal opinion are set out in the notes in the valuation certificates.

In forming our opinion of the value of the vacant portions of the property interests in Group I which are held for sale/investment by the COP Group in the PRC respectively, we have valued them by Direct Comparison Approach assuming sale of the property interests in existing state with the benefit of vacant possession and by making reference to comparable sales evidences as available in the relevant market. In valuing the tenanted portions of the property interests in Group I which are held for investment, we have valued the property interests by Investment Approach by taking into account the current rent passing of the respective property interests with due allowance for the reversionary potential of the respective tenancies.

In valuing the property interests in Group II which are held under development by the COP Group in the PRC, we have valued each of these property interests on the basis that these properties will be developed and completed in accordance with the COP Group latest development proposals provided to us. We have assumed that approvals for the proposals have been obtained. In arriving at our opinion of value, we have valued them by the Direct Comparison Approach by making reference to comparable sales evidences in the relevant locality. We have also taken into account the construction costs that have already been expended up to the date of valuation and that will be expended to complete the development to reflect the quality of the completed development.

In valuing the property interests in Group III, which are held for future development by the COP Group in the PRC, we have prepared our valuation on the basis that each of the properties is a bare site with the benefit of vacant possession. We have value each of the property interests by the Direct Comparison Approach by making reference to comparable sales evidences as available in the relevant market.

In valuing the property interests, we have complied with the requirements set out in Chapter 5 and Practice Note 12 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and Valuation Standards (First Edition 2005) on Properties published by The Hong Kong Institute of Surveyors.

In respect of the property interest in the PRC, we have been provided with extracts of documents in relation to the title to the property interest. However, we have not inspected the original documents to ascertain any amendments which may not appear on the copies handed to us.

In the course of our valuation, we have relied to a very considerable extent on the information given by the COP Group and on the PRC legal opinion and have accepted advice given to us on such matters as planning approvals or statutory notices, easements, tenure, identification of property, particulars of occupancy, development schemes, site and floor plans, site and floor areas, and all other relevant matters.

— 35 —

VALUATION REPORT

APPENDIX I

Dimensions, measurements and areas included in the valuation certificate are based on information provided to us by the COP Group and are therefore only approximations. We have verified the existing state of the properties by site inspection. We have based on the copies of documents which are supported by the PRC legal opinion of to verify the floor areas, site areas and ownerships of the properties. We were also advised by the COP Group that no material facts have been omitted from the information provided.

We have inspected the exterior and, wherever possible, the interior of the property interest owned by the COP Group. However, no structural survey has been made, but in the course of our inspection, we did not note any serious defect. We are not, however, able to report whether the properties are free of rot, infestation or other structural defects. Moreover, we have not carried out investigations on site to determine the suitability of the soil conditions and the services etc. for any development. Our valuations are prepared on the assumption that these aspects are satisfactory and that no extraordinary expenses or delays will be incurred during the construction period. Unless otherwise stated, we have not been able to carry out detailed on-site measurements to verify the site and floor areas of the property and we have assumed that the areas shown on the documents handed to us are correct.

No allowance has been made in our valuations of the property interest for any charges, mortgages or amounts owing on the property interests nor for any expenses or taxation which may be incurred in effecting a sale. Unless otherwise stated, it is assumed that the properties are free from encumbrances, restrictions and outgoings of any onerous nature which could affect their value.

Unless otherwise stated, all sums stated in our valuation certificate are in Renminbi (RMB).

Our valuation is summarized below and the valuation certificate is attached.

Yours faithfully, for and on behalf of DTZ Debenham Tie Leung Limited Andrew K.F. Chan Registered Professional Surveyor (GP) Registered China Real Estate Appraiser MSc., M.H.K.I.S., M.R.I.C.S. Director

Note: Mr. Andrew K. F. Chan is a Registered Professional Surveyor who has over 16 years experience in the valuation of properties in the PRC.

— 36 —

VALUATION REPORT

APPENDIX I

SUMMARY OF VALUATIONS

				Capital value in
				existing state
		Capital value		attributable
		in existing	Interest	to the COP
		state as at	attributable	Group as at
		30 September	to the COP	30 September
	Property	2005	Group	2005
		RMB	%	RMB
**Group I — Property interests held for **		**sale/investment by the **	**COP Group in **	the PRC
1.	Unsold portion of residential area	228,400,000	100	228,400,000
	of Zhonghai Faery Villa,
	Plot No. A1 of Xibeiwang Town,
	Haidian District,
	Beijing
2.	Unsold portion of Champion Court,	197,300,000	100	197,300,000
	Double Dragon Road,
	Xicheng District,
	Beijing
3.	Unsold portion of residential areas	4,700,000	100	4,700,000
	and car parks situated at
	Zhonghai Fuyuan,
	No. 37 Zengguang Road,
	Haidian District,
	Beijing
4.	One residential unit and	51,760,000	100	51,760,000
	417 car parks situated at
	The Sea View,
	Shennan Road,
	Nanshan District,
	Shenzhen
5.	Unsold portion of residential areas	34,820,000	100	34,820,000
	and commercial areas and
	370 car parks of Primrose Villa
	(Phase 1), Kangle Road,
	Henggang Town,
	Longgang District,
	Shenzhen

— 37 —

VALUATION REPORT

APPENDIX I

					Capital value in
					existing state
			Capital value		attributable
			in existing	Interest	to the COP
			state as at	attributable	Group as at
			30 September	to the COP	30 September
	Property		2005	Group	2005
			RMB	%	RMB
6.	5 levels of office portions of		78,000,000	100	78,000,000
	COBD Building and 205
	basement carparks of Dynasty Court,
	No. 399 Fuhua Road,
	Futian District,
	Shenzhen,
	Guangdong Province
7.	23 car parks of Phase 1, 147	car parks	59,550,000	100	59,550,000
	of Phase 2 and 624 car parks of
	Phase 3 in car park basement of
	Sunny Palm,
	Qianhai Road,
	Nanshan District,
	Shenzhen
8.	Unsold portions of residential areas		130,000,000	100	130,000,000
	and commercial areas of
	Phase One and Phase Two of
	Villa Marbella,
	No. 7477 Linhe Street,
	Jingyuetan Economic
	Development Zone,
	Changchun,
	Jilin Province
		Sub-total:	784,530,000		784,530,000

— 38 —

VALUATION REPORT

APPENDIX I

				Capital value in
				existing state
		Capital value		attributable
		in existing	Interest	to the COP
		state as at	attributable	Group as at
		30 September	to the COP	30 September
	Property	2005	Group	2005
		RMB	%	RMB
**Group II — Property interests held under **		**development by the **	**COP Group in **	the PRC
9.	Zhong Hai Andelusi Garden	500,000,000	95	475,000,000
	Plot No.3 and No.4 of
	Wangsiying new Village,
	Guanyintang Village of
	Wansiying Village,
	Chaoyang District,
	Beijing
10.	The Whole of Zhong Hai Cheng,	No Commercial	80	No Commercial
	XiaoHongMen Xiang,	Value (Note)		Value (Note)
	Chaoyang District,
	Beijing
11.	Zhonghai Haiyang Huayuan,	446,700,000	72	321,624,000
	situated at the northern side of
	Dingsi Road,
	Changping District,
	Beijing
12.	The Whole of	215,000,000	100	215,000,000
	Zhong Hai Lai Yin Dong Jun,
	Weixing Road Commercial and
	Residential Area,
	Jingyuetan Economic Development
	Zone, Changchun,
	Jilin Province
13.	The Whole of Phase 3 of	156,000,000	100	156,000,000
	Villa Marbella,
	Weixing Road Commercial
	and Residential Area,
	Jingyuetan Economic Development
	Zone, Changchun,
	Jilin Province

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VALUATION REPORT

APPENDIX I

Property 14. The Whole of Sunshine Aloha, Ban Xue Gang Road, Longgang District, Shenzhen 15. The Whole of One Honey Lake, Xiangmei Road, Futian District, Shenzhen 16. The Whole of Yi Cui Shan Ju, Bulong Road, Buji, Longgang District, Shenzhen 17. Seine Elysee, No.126, Haoshan Road, Jianye District, Nanjing Sub-total:	Capital value in existing state as at 30 September 2005 Interest attributable to the COP Group Capital value in existing state attributable to the COP Group as at 30 September 2005 RMB % RMB 269,000,000 65 174,850,000 1,700,000,000 50 850,000,000 154,000,000 100 154,000,000 581,500,000 100 581,500,000 4,022,200,000 2,927,974,000	Capital value in existing state as at 30 September 2005 Interest attributable to the COP Group Capital value in existing state attributable to the COP Group as at 30 September 2005 RMB % RMB 269,000,000 65 174,850,000 1,700,000,000 50 850,000,000 154,000,000 100 154,000,000 581,500,000 100 581,500,000 4,022,200,000 2,927,974,000
		2,927,974,000

— 40 —

VALUATION REPORT

APPENDIX I

						Capital value in
						existing state
				Capital value		attributable
				in existing	Interest	to the COP
				state as at	attributable	Group as at
				30 September	to the COP	30 September
	Property			2005	Group	2005
				RMB	%	RMB
Group III — Property interests held for future development by the COP Group in the PRC
18.	Land situated at the Song		Lin Li,	No Commercial	100	No Commercial
	Zhong Hai Tian Di,			Value (Note)		Value (Note)
	Congwen District,
	Beijing
19.	Two plots of land situated		at	No Commercial	100	No Commercial
	Weixing Road Commercial and			Value (Note)		Value (Note)
	Residential Area,
	Jingyuetan Economic Development
	Zone, Changchun
20.	A plot of land situated at the			271,000,000	60	162,600,000
	southwest of Yantian Harbor,
	Yantian District,
	Shenzhen
21.	A plot of land (Phase 2 of		Primrose	138,000,000	100	138,000,000
	Villa) situated at Liuyue Village,
	Henggang Town,
	Longgang District,
	Shenzhen
22.	A plot of land situated in			370,000,000	100	370,000,000
	Henggang town,
	Longgang District,
	Shenzhen
		Sub-total of 18-22:		779,000,000		670,600,000
			Grand Total	5,585,730,000		4,383,104,000

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VALUATION REPORT

APPENDIX I

Note:

No capital value has been included in the Summary of Valuations or the Valuation Certificate for the following properties because the respective Certificates for the Use of State-owned Land had yet been obtained. However, in the Valuation Certificate we have stated in the notes to each of such properties that on the assumption that the respective Certificates for the Use of State-owned Land for such properties had been obtained, the capital value as at 30 September 2005 for such properties are:-

					Capital value in
					existing state
			Capital value in		attributable to the
			existing state as at	Interest	COP Group as at
			30 September	attributable to	30 September
	Property		2005	the COP Group	2005
			RMB	%	RMB
10.	The Whole of Zhong Hai Cheng,		1,100,000,000	80	880,000,000
	XiaoHongMen Xiang,
	Chaoyang District,
	Beijing
18.	Land situated at the Song Lin Li,		1,000,000,000	100	1,000,000,000
	Zhong Hai Tian Di,
	Congwen District,
	Beijing
19.	Two plots of land situated at		106,800,000	100	106,800,000
	Weixing Road Commercial and
	Residential Area,
	Jingyuetan Economic Development Zone,
	Changchun
		Grand Total:	2,206,800,000		1,986,800,000

— 42 —

VALUATION REPORT

APPENDIX I

VALUATION CERTIFICATE

Group I — Property interests held for sale/investment by the COP Group in the PRC

				Capital value in
			Particulars of	existing state as at
	Property	Description and tenure	occupancy	30 September 2005
1.	Unsold portion of	Zhonghai Faery Villa is a residential	The property	RMB228,400,000
	residential area of	development erected on a plot of irregular-	was vacant.
	Zhonghai Faery	shaped site having a total area of 96,600 sq.m.
	Villa,	(1,039,802 sq.ft.). The development was
	Plot No. A1 of	completed in 2005.
	Xibeiwang Town,
	Haidian District,	The property comprises the unsold portion of
	Beijing	residential area with a total gross floor area of
		36,458 sq.m. (392,434 sq.ft.), which are covered
		by the Building Ownership Certificate in Note 1
		below.
		The land use rights of the property have been
		granted for a term of 70 years for the residential
		use, 40 years for the ancillary use and 50 years
		for the basement car parks use.

Notes:

• (1) According to Building Ownership Certificate No. 10260 issued by Beijing Real Estate Administrative Bureau dated 28 March 2005, the total gross floor area of 158,684.2 sq.m. is vested in Beijing China Overseas Tiancheng Real Estate Development Company Limited ( ), a wholly owned subsidiary of the COP Company.

• (2) According to Certificate for the Use of Stated-owned Land No. (2003)10308 issued by Beijing Lands Resources Bureau on 25 December 2003, the land use rights of the property, comprising a total site area of 96,600 sq.m., have been granted to Beijing China Overseas Property Development Company Limited ( ) for a term expiring on 2 February 2073 for the residential use, a term expiring on 2 February 2043 and 2 February 2050 for the ancillary commercial use and basement car parks use respectively.

• (3) According to Business Licence No. 018175 dated 3 June 2003, Beijing China Overseas Tiancheng Real Estate Development Company Limited ( ) has been incorporated with a registered capital of US$12,000,000 for a valid operation period from 21 March 2003 to 20 March 2043.

• (4) The opinion of the PRC legal opinion states that:

Beijing China Overseas Tiancheng Real Estate Development Company Limited ( ) has obtained the Certificate for the Use of State Owned Land and Building Ownership Certificate of the Property. Beijing China Overseas Tiancheng Real Estate Development Company Limited ( ) is in possession of a proper legal title to the property (as advised by the COP Group, with a total unsold gross floor area of 36,458 sq.m.) and is entitled to transfer the property together with the residual term of its land use rights at no extra land premium payable to the Government;

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VALUATION REPORT

APPENDIX I

• (5) The status of title and grant of major approvals and licences in accordance with the information provided to us by the COP Group and the aforesaid legal opinion are as follows:

Certificate for the Use of State-owned Land Yes Building Ownership Certificate Yes Grant Contract of Land Use Rights Yes Business Licence Yes

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VALUATION REPORT

APPENDIX I

Property

Description and tenure

Particulars of occupancy

Capital value in existing state as at 30 September 2005

1. Unsold portion of Champion Court comprises 5 blocks of 8-storey Champion Court, (and 1 basement level) residential buildings and Double Dragon two level of basement car parks on a piece of Road, land with a site area of approximately 26,624.78 Xicheng District, sq.m. (286,589 sq.ft.). Beijing

The property was vacant.

RMB197,300,000

As advised by the COP Group, the approximate gross floor areas of the property, which is covered by the Planning Permit for Construction Works in Notes 3 & 4 below, are as follows:

Property residential office	Approximate Gross Floor Area sq.m. sq.ft. 4,064.36 43,749 24,534.19 264,086 28,598.55 307,835	Approximate Gross Floor Area sq.m. sq.ft. 4,064.36 43,749 24,534.19 264,086 28,598.55 307,835
		307,835

and 72 car parks.

The property was completed in 2004.

The land use rights of the property have been granted for a term of 70 years for the residential use, 50 years for the ancillary and basement carparks uses.

Notes:

• (1) According to Certificate for the Use of Stated-owned Land No. (2004)20143 issued by Beijing Lands Resources Bureau on 18 October 2004, the land use rights of the property, comprising a total site area of 26,624.78 sq.m., have been granted to Beijing China Overseas Haoting Property Development Company Limited , a wholly owned subsidiary of the COP Company, for a term of 70 years expiring on

• 10 June 2071 for the residential use, 50 years expiring on 10 June 2051 for the ancillary, composite and basement car parks uses.

• (2) According to Grant Contract of Land Use Rights No. (2001)320 entered in between Beijing Lands Resources and Housing Administration Bureau and Beijing China Overseas Haoting Property Development Company Limited on 11 June 2001 and its Supplementary Document dated 13 May 2004, the land use

• rights of the property have been granted to Beijing China Overseas Haoting Property Development Company Limited as follows:

• (i) Site Area: 26,623.70 sq.m.

• (ii) Total Gross Floor Area: 126,236.19sq.m.

  • (a) Above ground structure: 79,918.07 sq.m. (including 61,120 sq.m. for residential use and 2,900 sq.m. for ancillary use, 15,898.07 sq.m. for composite use).

  • (b) Underground structure: 46,318.12 sq.m. (including 11,029 sq.m. for residential car parks use, 7,192.26sq.m. for composite car parks use and 9,212 sq.m. for refuge use).

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VALUATION REPORT

APPENDIX I

(iii)	Land Use Terms:	(a)	Residential: 70 years
		(b)	Ancillary facilities: 50 years
		(c)	Composite: 50 years
		(d)	Basement car parks: 50 years
(iv)	Plot Ratio:	4.74
(v)	Land Grant Fee:	RMB89,897,014
(iv)	Annual Land Use Fee:	RMB3.0 per sq.m.

• (3) According to Planning Permit for Construction Works No. 2002(1286) issued by Beijing Planning Committee to Beijing China Overseas Haoting Property Development Company Limited on 27 September 2002. The design scheme of the property comprising a total gross floor area of 101,702.70 sq.m. has been approved.

• (4) According to Planning Permit for Construction Works No. 2004(0128) issued by Beijing Planning Committee to Beijing China Overseas Haoting Property Development Company Limited on 3 May 2004. The design scheme of the property comprising office gross floor area of 24,534.19 sq.m. has been approved.

• (5) According to Business Licence No. 1101091187791 dated 16 August 2002, Beijing China Overseas Haoting Property Development Company Limited has been incorporated with a registered capital of RMB 10,000,000 for a valid operation period from 20 December 2000 to 19 December 2050.

• (6) The opinion of the COP Group’s PRC legal adviser states that:

Beijing China Overseas Haoting Property Development Company Limited has obtained the Certificate for the Use of State Owned Land of the property. Beijing China Overseas Haoting Property Development Company Limited is in possession of a proper legal title to the property (as advised by the COP Group, with a total unsold gross floor area of 28,598.55 sq.m. and 72 unsold car parks) and is entitled to transfer the property together with the residual term of its land use rights at no extra land premium payable to the Government.

• (7) The status of title and grant of major approvals and licences in accordance with the information provided to us by the COP Group and the aforesaid legal opinion are as follows:

Certificate for the Use of Stated-owned Land	Yes
Grant Contract of Land Use Rights	Yes
Planning Permit for Construction Works	Yes
Business Licence	Yes

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VALUATION REPORT

APPENDIX I

Property Description and tenure 3. Unsold portion of Zhonghai Fuyuan (Phase 1) comprises 3 blocks residential areas of 22-storey and one block of 20-sotrey and car parks residential towers and two levels of car park situated at basement erected on a site with a site area of Zhonghai Fuyuan, approximately 24,693.42 sq.m. (265,800 sq.ft.) No. 37 Zengguang completed in 2003. Road, Haidian District, Zhonghai Fuyuan (Phase 2) comprises one block Beijing of 4-storey composite building erected on a site with a site area of approximately 2,735.5 sq.m. (29,445 sq.ft.) completed in 2003. The property comprises two unsold residential units having gross floor area of 428.56 sq.m. (4,613 sq.ft.) and 12 car parks, which is covered by the Planning Permit for Construction Works Note 3 below. The land use rights of the property has been granted for a term expiring on 26 June 2071 for the residential use, a term expiring on 26 June 2041 and 26 June 2051 for the ancillary commercial use and basement car parks use, expiring on 2 August 2043 for ancillary use respectively.

Capital value in Particulars of existing state as at occupancy 30 September 2005 The property RMB4,700,000 was vacant.

Notes:

• (1) According to Certificate for the Use of Stated-owned Land No. (2001)1763 issued by Beijing Lands Resources Bureau on 24 June 2002, the land use rights of the property, comprising a total site area of 24,693.42 sq.m., have been granted to Beijing China Overseas Property Company Limited , a wholly owned subsidiary of the COP Company, for a term expiring on 26 June 2071 for the residential use, a term expiring on 26 June 2041 and 26 June 2051 for the ancillary commercial use and basement car parks use respectively.

According to Certificate for the Use of Stated-owned Land No. (2003) 2410 issued by Beijing Lands Resources Bureau on 14 October 2003, the land use rights of the property, comprising a site area of 2,735.50 sq.m., have been granted to Beijing China Overseas Property Company Limited for a term expiring on 2 August 2043 for ancillary use.

• (2) According to Grant Contract of Land Use Rights No. (2001)332 entered in between Beijing Lands Resources and Housing Administration Bureau and Beijing China Overseas Property Company Limited on 27 June 2001, the land use rights of the property have been granted to Beijing China Overseas Property Company Limited as follows:

(i) Site Area: 32,497 sq.m.

(ii) Total Gross Floor Area: 155,800 sq.m. (in which 120,858 sq.m. is specified for structures above ground whilst 34,942 sq.m. is specified for underground basement car parks)

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VALUATION REPORT

APPENDIX I

(iii) Land Use Terms: (a) Residential: 70 years (b) Ancillary commercial: 40 years (c) Basement car parks: 50 years (iv) Plot Ratio: 3.4 (v) Land Grant Fee: RMB83,782,089 (vi) Annual Land Use Fee: RMB3.0 per sq.m.

According to Grant Contract of Land Use Rights No. (2003)688 entered in between Beijing Land Resources and Housing Administration Bureau and Beijing China Overseas Property Company Limited on 3 August 2003, the land use rights of the property have been granted to Beijing China Overseas Property Company Limited as follows:

(i) Site Area: 2,736 sq.m. (ii) Total Gross Floor Area: 6,074 sq.m. (in which 4,820 sq.m. is specified for structures above ground whilst 1,254 sq.m. is specified for underground structures) (iii) Land Use Terms: 40 years for ancillary use (iv) Land Grant Fee: RMB4,964,600

• (3) According to the Planning Permit for Construction Works No. 2001(0974) issued by Beijing Planning Committee to Beijing China Overseas Property Company Limited on 19 July 2001. The design scheme of the property comprising a total gross floor area of 168,155.91 sq.m. (in which 143,665.96 sq.m. is specified for residential use and the remaining 24,489.95 sq.m. is specified for basement car parks) has been approved.

• (4) According to the Business Licence No. 1102281124486 dated 19 June 2002, Beijing China Overseas Property Company Limited has been incorporated with a registered capital of RMB10,000,000 for a valid operation period from 22 March 2000 to 21 March 2050.

• (5) The opinion of the PRC legal opinion states that:

Beijing China Overseas Property Company Limited ( ) has obtained the Certificate for the Use of State Owned Land of the property. Beijing China Overseas Property Company Limited ( ) is in possession of a proper legal title to the property (as advised by the COP Group, with a total unsold gross floor area of 428.56 sq.m. and 12 unsold car parks) and is entitled to transfer the property together with the residual term of its land use rights at no extra land premium payable to the Government.

• (6) The status of title and grant of major approvals and licences in accordance with the information provided to us by the COP Group and the aforesaid legal opinion are as follows:

Certificate for the Use of State-owned Land	Yes
Grant Contract of Land Use Rights	Yes
Planning Permit for Construction Works	Yes
Business Licence	Yes

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VALUATION REPORT

APPENDIX I

Capital value in Particulars of existing state as at Property Description and tenure occupancy 30 September 2005 4. One residential The Sea View comprises 8 block of 29-storey The residential RMB51,760,000 unit and 417 car residential tower, three levels of commercial unit was vacant. parks situated at podium and two levels of car park basement The Sea View, erected on a site with a site area of Portion of the Shennan Road, approximately 19,252.10 sq.m. (207,230 sq.ft.) basement car Nanshan District, completed in 2003. parks was Shenzhen licensed on The property comprises one residential unit monthly/daily having a gross floor area of 201.47 sq.m. basis whilst the (2,169 sq.ft.) and 417 basement car parks, remaining which is covered by the Pre-sale Permit portion was Certificate in Note 3 below. vacant.

The land use rights of the property has been granted for a term of 70 years from 25 July 1998 to 24 July 2068 for the residential and commercial use.

Notes:

• (1) According to Real Estate Certificate No.4000075342 dated 6 June 2002, the land use rights of the property, comprising a site area of 19,252.10 sq.m., have been granted to (subsequently renamed

• as ), a wholly owned subsidiary of the COP Company for a term of 70 years from 25 July 1998 to 24 July 2068 for the residential and commercial use.

• (2) According to Planning Permit for Construction Use of Lands No.[1997]0122 issued by Shenzhen Planning and Lands Bureau on 2 June 1997, the planning scheme of the property has been approved as follows:

• (i) Site Area: 20,788.40 sq.m. (ii) Total Gross Floor Area: 155,700.00 sq.m.

  • (a) Residential: 131,200.00 sq.m.

  • (b) Commercial: 24,500 sq.m.

• (iii) Land Use : Commercial and residential (iv) Plot Ratio : ≤7.5 (v) Building coverage: ≤35%

• (3) According to the Pre-sale Permit Certificate No. (2002) 023 issued by the Shenzhen Planning and Land Resources Bureau, Block 1-6 and Block 8 have been approved to pre-sale.

• (4) According to the Business Licence No. 403011100180 dated 13 November 2002, has been incorporated with a registered capital of RMB10,000,000 for a valid operation period from 13 November 2002 to 13 November 2012.

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VALUATION REPORT

APPENDIX I

• (5) The opinion of the PRC legal opinion states that:

has obtained the Real Estate Title Certificate of the property. is in possession of a proper legal title to the property (as advised by the COP Group, with a total unsold gross floor area of 201.47 sq.m. and 417 unsold car parks) and is entitled to transfer the property together with the residual term of its land use rights at no extra land premium payable to the Government;

• (6) The status of title and grant of major approvals and licences in accordance with the information provided to us by the COP Group and the aforesaid legal opinion are as follows:

Real Estate Certificate Yes Pre-sale Permit Certificate Yes Planning Permit for Construction Use of Lands Yes Business Licence Yes

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VALUATION REPORT

APPENDIX I

Property

Description and tenure

Particulars of occupancy

Capital value in existing state as at 30 September 2005

1. Unsold portion of residential areas and commercial areas and 370 basement car parks of Primrose Villa (Phase 1), Kangle Road, Henggang Town, Longgang District, Shenzhen

Primrose Villa is planned as 2 phases. Primrose Villa (Phase 1) comprises 20 blocks residential buildings erected on a site with a site area of approximately 109,998.62 sq.m. (1,184,025 sq.ft.).

The property comprises 16 residential units, 16 shop unit and 370 basement carparks of Phase 1 of Primrose Villa completed in 2004.

As advised by the COP Group, the approximate gross floor areas of the property, which is covered by Planning Permit for Construction Works in Note 4 below, are as follows:

The residential units were vacant.

Portion of the car parks in the basement car park was in use whilst the remaining portion was vacant.

RMB34,820,000

Property 16 residential units 16 shop units	Approximate Gross Floor Area sq.m. sq.ft. 1,713.10 18,440 2,014.45 21,684 3,727.55 40,124	Approximate Gross Floor Area sq.m. sq.ft. 1,713.10 18,440 2,014.45 21,684 3,727.55 40,124
		40,124

and 370 basement carparks.

The land use rights of the property have been granted for a term of 70 years from 23 September 2003 to 22 September 2073 for the residential use.

Notes:

• (1) According to Real Estate Certificate No. 6000119014 issued by Shenzhen Planning and Lands Bureau, the land use rights of the property, comprising a site area of 109,998.62 sq.m., have been granted to , a wholly owned subsidiary of the COP Company, for a term of 70 years from 23 September 2003 to 22 September 2073 for the residential use.

• (2) According to Agreement of Change of Terms on Grant Contract of Land Use Rights No. (1996)0018, 0019, 0020 entered in between Shenzhen Planning and Lands Resources Bureau (Party A) and (subsequently renamed as (Party B) dated 25 September 2003, the land use terms of Phase 1 and 2 of Primrose Villa has been amended as follows:-

• (i) Site Area:

219,349.90 sq.m. in which 109,998.60 sq.m. is changed into commercial and residential use (As revised by the COP Group, this is Phase 1 of Primrose Villa.), whilst the remaining portion (109,351.30 sq.m. “now revised as 106,073.88 sq.m., see Note 1 above”) remain unchanged as industrial use (As revised by the COP Group, this is Phase 2 of Primrose Villa.).

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VALUATION REPORT

APPENDIX I

(ii)	Land Use Terms:	(a) Commercial and residential site (named as Lot No. G07203-
		0074): 70 years from 23 September 2003 to 22 September 2073
		for commercial and residential use (As revised by the COP
		Group, this is Phase 1 of Primrose Villa.);
		(b) Industrial site: 50 years from 28 December 1995 to 28
		December 2045 for industrial uses (As revised by the COP
		Group, this is Phase 2 of Primrose Villa.)
(iii)	Extra Land Premium:	RMB 32,466,370 (including Land Grant Fee of RMB 3,246,640 and
		Ancillary Construction Cost of RMB 29,219,730) (As revised by
		the COP Group, this is Phase 1 of Primrose Villa.)
(iv)	Plot Ratio:	Less than 1.3

(3) According to Planning Permit for Construction Use of Lands No. 06-2003-0342 issued by Shenzhen Planning and Lands Bureau Longgang Branch on 28 September 2003, the planning scheme of the property has been approved as follows:

(i) Site Area: 110,001.70 sq.m. ( including 103,868.7 sq.m. for construction use, 6,133 sq.m. for road use) (ii) Total Gross Floor Area: 143,002.00 sq.m. (a) Residential: 136,302.00 sq.m. (b) Commercial: 2,800 sq.m. (c) Kindergarten: 3,000 sq.m. (d) Other ancillary facility: 700 sq.m. (iii) Land Use : Residential (iv) Plot Ratio : ≤1.3 (v) Building coverage: ≤25%

• (4) According to Planning Permit for Construction Works No.LG2003378, No. LG2004251, No. LG2004277, No. LG2004383 and No. LG2005080 issued by Shenzhen Planning and Lands Bureau Longgang Branch, the design scheme of the property comprising a total gross floor area of 149,976.66 sq.m. has been approved.

• (5) According to the Business Licence No.109833 dated 9 October 2004, Shenzhen China Overseas Property Company Limited has been incorporated with a registered capital of HK$50,000,000 for a valid operation period from 27 April 1997 to 27 April 2017.

• (6) The opinion of the PRC legal adviser states that:

Shenzhen China Overseas Property Company Limited has obtained the Real Estate Certificate of the property. Shenzhen China Overseas Property Company Limited is in possession of a proper legal title to the property (as advised by the COP Group, with a total unsold gross gloor area of 3,727.55 sq.m. and 370 unsold carparks) and is entitled to transfer the property together with the residual term of its land use rights at no extra land grant fee or land premium payable to the Government.

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APPENDIX I

VALUATION REPORT

• (7) The status of title and grant of major approvals and licences in accordance with the information provided to us by the COP Group and the aforesaid legal opinion are as follows:

Real Estate Certificate Yes Grant Contract of Land Use Rights Yes Planning Permit for Construction Use of Lands Yes Planning Permit for Construction Works Yes Business Licence Yes

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VALUATION REPORT

APPENDIX I

Property

Description and tenure

Capital value in Particulars of existing state as at occupancy 30 September 2005

1. 5 levels of office portions of COBD Building and 205 basement carparks of Dynasty Court, No. 399 Fuhua Road, Futian District, Shenzhen, Guangdong Province

Dynasty Court comprises four 12-storey, two 30-storey and two 25-storey residential towers, one 14-storey office tower, and two levels of car park basement on a site with total site area of approximately 32,568.50 sq.m. (350,567 sq.ft.).

The property comprises the levels 10 to 16 of COBD Building and 205 basement carparks of Dynasty Court completed in 2000.

As advised by the COP Group, the approximate gross floor areas of the property, which is covered by the Overseas Sale Permit Certificate in Note 3 below, are as follows:

The office portion was owner-occupied.

Portion of the car parks in the basement car park is in use whilst the remaining portion is vacant.

RMB78,000,000

Property COBD Building Levels 10 to 16 205 basement carparks.	Approximate Gross Floor Area sq.m. sq.ft. 4,782.45 51,478 4,782.45 51,478	Approximate Gross Floor Area sq.m. sq.ft. 4,782.45 51,478 4,782.45 51,478
		51,478

The land use rights of the property have been granted for a term of 70 years from 13 February 1998 to 12 February 2068 for residential, office, commercial and ancillary use.

Notes:

• (1) According to Real Estate Certificate No. 3000033924 dated 7 June, 1999, the land use rights of the property, comprising a total site area of 32,568.50 sq.m. have been granted to China Overseas Properties (Shenzhen) Co., Ltd. (subsequently renamed as Shenzhen China Overseas Property Company Limited), a wholly owned subsidiary of the COP Company, for a term of 70 years expiring on 12 February 2068 for commercial and residential mixed use.

• (2) According to Grant Contract of Land Use Rights No. (1998)001 entered in between Shenzhen Town Planning and Lands Bureau and China Overseas Properties (Shenzhen) Co., Ltd. (subsequently renamed as Shenzhen China Overseas Property Company Limited) on 13 February 1998, the land use rights of the property, comprising a total site area of 32,568.50 sq.m., have been granted to China Overseas Properties (Shenzhen) Co., Ltd. (subsequently renamed as Shenzhen China Overseas Property Company Limited) for a term of 70 years from from 13 February 1998 to 12 February 2068 for residential, office, commercial and ancillary use.

• (3) According to the Overseas Sale Permit Certificate No. (1999) 025 issued by the Shenzhen Planning and Land Bureau, the property have been approved to sale.

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VALUATION REPORT

APPENDIX I

• (4) According to the Business Licence No. 109833 dated 9 October 2004, Shenzhen China Overseas Property Company Limited has been incorporated with a registered capital of HK$50,000,000 for a valid operation period from 27 April 1997 to 27 April 2017.

• (5) The opinion of the COP Group’s PRC legal adviser states that:

Shenzhen China Overseas Property Company Limited has obtained the Real Estate Certificate of the property. Shenzhen China Overseas Property Company Limited is in possession of a proper legal title to the property (as advised by the COP Group, with a total unsold gross area of 4,782.45 sq.m. and 205 unsold car parks) and is entitled to transfer the property together with the residual term of its land use rights at no extra land grant fee or land premium payable to the government.

• (6) The status of title and grant of major approvals and licences in accordance with the information provided to us by the COP Group and the aforesaid legal opinion are as follows:

Real Estate Certificate Yes Grant Contract of Land Use Rights Yes Overseas Sale Permit Certificate Yes Business Licence Yes

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VALUATION REPORT

APPENDIX I

Capital value in Particulars of existing state as at Property Description and tenure occupancy 30 September 2005 7. 23 car parks of Sunny Palm is a residential compound Portion of the RMB59,550,000 Phase 1, 147 car comprising residential buildings, ancillary car parks was in parks of Phase 2 commercial portion and other ancillary facilities use whilst the and 624 car parks on a site with a site area of approximately remaining of Phase 3 in car 184,471.9 sq.m. (1,985,656 sq.ft.) which has portion was park basement of been developed in three phases and was vacant. Sunny Palm, completed in 2004. Qianhai Road, Nanshan District, The property comprises 23 car parks of Phase 1, Shenzhen 147 car parks of Phase 2 and 624 car parks of Phase 3 in car park basement, which is covered by the Planning Permit for Construction Use of Land in Note 2 below.

The land use rights of Phase 1 and Phase 2 of Sunny Palm have been granted for a term of 70 years from 19 August 1998 to 18 August 2068 for the residential use. The land use rights of Phase 3 of Sunny Palm have been granted for a term of 70 years from 22 March 2002 to 21 March 2072 for the residential use.

Notes:

• (1) According to Real Estate Certificate No. 4000059239 dated 19 December 2001, the land use rights of the property, comprising a site area of 129,646.60 sq.m., have been granted to (subsequently renamed as ) for a term of 70 years from 19 August 1998 to 18 August 2068 for the residential use.

According to Real Estate Certificate No.4000070046 dated 20 May 2002, the land use rights of the property, comprising a site area of 54,825.33 sq.m., have been granted to (subsequently renamed as ) for a term of 70 years from 22 March 2002 to 21 March 2072 for the residential use.

• (2) According to Planning Permit for Construction Use of Lands No. 04-2001-0008 issued by Shenzhen Planning and Lands Bureau Nanyou Branch on 9 May 2001, the planning scheme of the property has been approved as follows:

(i)	Site Area:	129,646.60 sq.m.
(ii)	Total Gross Floor Area:	232,800.00 sq.m.
		(a) Residential: 210,000.00 sq.m.
		(b) Commercial: 10,000 sq.m.
		(c) Ancillary facility: 12,800 sq.m.
(iii)	Land Use :	Residential
(iv)	Plot Ratio :	≤1.8
(v)	Building coverage:	≤20%

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VALUATION REPORT

APPENDIX I

According to Planning Permit for Construction Use of Lands No. 01-2001-0150 issued by Shenzhen Planning and Lands Bureau, the planning scheme of the property has been approved as follows:

(i) Site Area: 54,825.30 sq.m. (ii) Total Gross Floor Area: 126,000.00 sq.m.

(a) Residential: 118,600.00 sq.m. (b) Commercial: 5,000 sq.m. (c) Ancillary facility: 2,400 sq.m.

(iii) Land Use: Residential (iv) Plot Ratio: ≤2.3 (v) Building coverage: ≤28%

• (3) According to the Business Licence No. 110517 dated17 September 2004, has been incorporated with a registered capital of RMB610,200,000 for a valid operation period from 8 September 1998 to 8 September 2022.

• (4) The opinion of the PRC legal adviser states that:

has obtained the Real Estate Certificate of the property. is in possession of a proper legal title to the property (as advised by the COP Group, with a total 794 unsold car parks) and is entitled to transfer the property together with the residual term of its land use rights at no extra land grant fee or land premium payable to the Government;

• (5) The status of title and grant of major approvals and licences in accordance with the information provided to us by the COP Group and the aforesaid legal opinion are as follows:

Real Estate Certificate Yes Planning Permit for Construction Use of Lands Yes Business Licence Yes

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VALUATION REPORT

APPENDIX I

Capital value in Particulars of existing state as at Property Description and tenure occupancy 30 September 2005 8. Unsold portions of Villa Marbella (Phase One and Phase Two) The property RMB130,000,000 residential areas comprises 37 blocks of 6-storey residential was vacant. and commercial towers erected on a site with a site area of areas of Phase One approximately 200,170 sq.m. (2,154,630 sq.ft.). and Phase Two of The property was completed in 2005. Villa Marbella, No. 7477 Linhe Advised by the COP Group, the property Street, comprises 34,951 sq.m. of residential areas, Jingyuetan Economic 7,053 sq.m of commercial areas of Villa Development Zone, Marbella (Phase One and Phase Two), which is Changchun, covered by the Planning Permit for Construction Jilin Province Works in Note 3 below. The land use rights of the property have been granted for a term expiring on 12 May 2073 for residential use and expiring on 12 May 2043 for ancillary commercial use.

Notes:

• (1) According to Certificate for the Use of Stated-owned Land No. (2004) 010820293 issued by The People’s Government of Changchun on 23 February 2004, the land use rights of the property situated at Luwafang Commercial and Residential Area, Jingyue Development Zone , comprising a total site area of 173,269 sq.m., have been granted to Changchun China Overseas Property Co., Ltd. , a wholly owned subsidiary of the COP Company, for a term expiring on 12 May 2073 for residential use.

According to Certificate for the Use of Stated-owned Land No. (2004) 010820292 issued by The People’s Government of Changchun on 23 February 2004, the land use rights of the property situated at Luwafang Commercial and Residential area, Jingyue Development Zone , comprising a total site area of 26,901 sq.m., have been granted to Changchun China Overseas Property Co., Ltd. for a term expiring on 12 May 2043 for ancillary commercial use.

• (2) According to Grant Contract of Land Use Rights (2003) 044 entered in between Changchun Lands Resources Bureau and Changchun China Overseas Property Co., Ltd. on 6 January 2004, the land use rights of the property situated at Commercial and Residential Area to the South of Weixing Road, Jingyue Development Zone , have been granted to Changchun China Overseas Property Co., Ltd. as follows:

(i) Site Area: 173,269 sq.m. (ii) Land Use Term: Residential: 70 years expiring on 12 May 2073 (iii) Land Grant Fee: RMB57,130,209

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VALUATION REPORT

APPENDIX I

According to Grant Contract of Land Use Rights (2003)045 entered in between Changchun Lands Resources Bureau and Changchun China Overseas Property Co., Ltd. on 6 January 2004, the land use rights of the property situated at Commercial and Residential Area to the South of Weixing Road, Jingyue Development Zone , have been granted to Changchun China Overseas Property Co., Ltd. as follows:

• (i) Site Area: 26,901 sq.m.

(ii) Land Use Term: Ancillary Commercial:

40 years expiring on 12 May 2043 (iii) Land Grant Fee: RMB8,869,791

• (3) According to the Planning Permit for Construction Works No. (2003) 041 and No. (2004) 013 issued by Planning Committee of Changchun Jingyue Tan Tourist & Economic Development Zone to Changchun China Overseas Property Co., Ltd. on 29 July

• 2003 and 27 April 2004, the design scheme of the property situated at Luwafang Commercial and Residential Area, Jingyue Development Zone , comprising a total gross floor area of 218,671.46 sq.m. has been approved.

• (4) According to the Business Licence No. 001607 dated 14 April 2003, Changchun China Overseas Property Co., Ltd. has been incorporated with a registered capital of RMB10,000,000 for a valid operation period

• from 25 December2002 to 25 December 2022.

• (5) The opinion of the PRC legal adviser states that:

Changchun China Overseas Property Co. Ltd. has obtained the Certificate for the Use of State-owned Land of the property. Changchun China Overseas Property Co. Ltd. is in possession of a proper legal title to the property (as advised by the COP Group, with a total unsold gross floor area of 42,004 sq.m.) and is entitled to transfer the property together with the residual term of its land use rights at no extra land premium payable to the Government;

• (6) The status of title and grant of major approvals and licences in accordance with the information provided to us by the COP Group and the aforesaid legal opinion are as follows:

Certificate for the Use of State-owned Land	Yes
Grant Contract of Land Use Rights	Yes
Planning Permit for Construction Works	Yes
Business Licence	Yes

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VALUATION REPORT

APPENDIX I

Group II - Property interests held under development by the COP Group in the PRC

				Capital value in
			Particulars of	existing state as at
	Property	Description and tenure	occupancy	30 September 2005
9.	Zhong Hai	The property comprises an irregular-shaped site	The property is	RMB500,000,000
	Andelusi Garden,	having a total area of 205,241.80 sq.m.	currently under	(95% interest
	Plot No.3 and No.4	(2,209,222 sq.ft.).	construction,	attributable to the
	of Wangsiying new		and is scheduled	COP Group:
	Village,	As advised by the COP Group, the property is	to completion at	RMB475,000,000)
	Guanyintang	planned to be developed into a residential	the beginning of
	Village of	compound with a total gross floor area of	2006.
	Wansiying Village,	approximately 200,792 sq.m. (2,161,325 sq.ft.),
	Chaoyang District,	which is covered by the Planning Permits in
	Beijing	Note 2 below.
		The land use rights of the property have been
		granted for a term expiring on 29 August 2074
		for residential use and expiring on 29 August
		2044 for ancillary commercial use.

Notes:

• (1) According to Certificate for the Use of Stated-owned Land No. (2004)10360 issued by Beijing Lands Resources Bureau on 27 December 2004, the land use rights of the property, comprising a total site area of 99,264.6 sq.m., have been granted to Beijing Yorkley Real Estate Development Company Limited , a 95% owned subsidiary of the COP Company, for a term expiring on 29 August 2074 for the residential use, a term expiring on 29 August 2044 for commercial use.

According to Certificate for the Use of Stated-owned Land No. (2004)10361 issued by Beijing Lands Resources Bureau on 27 December 2004, the land use rights of the property, comprising a total site area of 105,977.2 sq.m., have been granted to Beijing Yorkley Real Estate Development Company Limited for a term expiring on 28 August 2074 for the residential use, a term expiring on 28 August 2044 for commercial use.

• (2) According to Grant Contract of Land Use Rights No. (2004)699 entered in between Beijing Lands Resources Bureau and on 30 August 2004 and its Supplementary Document dated 1 April 2005, the land use rights of the property have been granted to as follows:-

(i)	Site Area:	99,264.6 sq.m.	99,264.6 sq.m.
(ii)	Total Gross Floor Area:	105,046 sq.m.
		(a)	Above ground structure:	84,488	sq.m.	(including	77,884
			sq.m. for residential use	and 6,604 sq.m. for commercial
			use)
		(b)	Underground structure:	20,558	sq.m.	(including	20,558
			sq.m. for commercial use)
(iii)	Land Use Terms:	(a)	Residential: 70 years
		(b)	Commercial: 40 years

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VALUATION REPORT

APPENDIX I

According to Grant Contract of Land Use Rights No. (2004)700 entered in between Beijing Lands Resources Bureau and on 29 August 2004 and its Supplementary Document dated 1 April 2005, the land use rights of the property have been granted to as follows:-

(i) Site Area: 105,977.2 sq.m. (ii) Total Gross Floor Area: 95,746 sq.m. (a) Above ground structure: 77,002 sq.m. (including 62,452 sq.m. for residential use and 14,550 sq.m. for commercial use) (b) Underground structure: 18,744 sq.m. (including 18,744 sq.m. for commercial use) (iii) Land Use Terms: (a) Residential: 70 years (b) Commercial: 40 years

• (3) According to 6 Planning Permits for Construction Works Nos. 2005(0076), (0077), (0194), (0272), (0349), (0353) issued by Beijing Planning Committee; the design scheme of the property comprising a total gross floor area of 204,051 sq.m. has been approved.

• (4) According to Business Licence No. 017089 dated 1 November 2002, Beijing Yorkley Real Estate Development Company Limited has been incorporated with a registered capital of US$12,000,000 for a valid operation period from 13 June 2002 to 12 June 2012.

• (5) As advised by the COP Group, the total construction costs expended as at 30 September 2005 was approximately RMB279,761,300 and the outstanding construction costs to complete the development was approximately RMB228,895,650. In the course of our valuation, we have taken into account such construction costs.

• (6) The “Capital value when completed” of the proposed development is approximately RMB1,158,000,000.

• (7) The opinion of the COP Group’s PRC legal adviser states that:

• (i) Beijing Yorkley Real Estate Development Company Limited has obtained the Certificate for the Use of State-owned Land of the property with a total site area of 205,241.80 sq.m. Beijing Yorkley Real Estate Development Company Limited is in possession of a proper legal title to the property and is entitled to transfer the property together with the residual term of its land use rights at no extra land premium payable to the Government; and

• (ii) Beijing Yorkley Real Estate Development Company Limited has obtained the relevant approval and permit to develop the property with a total gross floor area of 200,792 sq.m.

• (8) The status of title and grant of major approvals and licences in accordance with the information provided to us by the COP Group and the aforesaid legal opinion are as follows:

Certificate for the Use of State-owned Land Yes Grant Contract of Land Use Rights Yes Planning Permit for Construction Works Yes Business Licence Yes

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VALUATION REPORT

APPENDIX I

				Capital value in
			Particulars of	existing state as at
	Property	Description and tenure	occupancy	30 September 2005
10.	The Whole of	The property comprises a plot of regular-shaped	The property is	No commercial value
	Zhong Hai Cheng ,	site having a total area of approximately	currently under	(See Note 1 below)
	XiaoHongMen	245,875.19 sq.m. (2,646,601 sq.ft.).	construction,
	Xiang,		and is
	Chaoyang District,	As advised by the COP Group, the property is a	scheduled to
	Beijing	residential compound with a total gross floor	completion in
		area of approximately 528,100 sq.m.	2009.
		(5,684,468 sq.ft.), which is covered by Grant
		Contract of Land Use Rights in Note 3-6 below.
		The land use rights of the property have been
		granted for a term of 70 years for the residential
		use, 40 years for the ancillary use and 50 years
		for the basement car parks use.

Notes:

• (1) No capital value has been assigned to the property interest because the Certificate for the Use of State-owned Land of part of the property had yet been obtained. However, on the assumption that the Certificate for the Use of State-owned Land for the whole property has been obtained, the capital value in existing state as at 30 September 2005 was RMB1,100,000,000 (80% interest attributable to the COP Group: RMB880,000,000).

• (2) According to Certificate for the Use of Stated-owned Land No. (2005)0432 issued by Beijing Lands Resources Bureau on 23 June 2005, the land use rights of the property, comprising a total site area of 73,283.56 sq.m., have been granted to , a 80% owned subsidiary of the COP Company, for a term of 70 years expiring on 24 December 2073 for the residential use, 40 years expiring on 24 December 2043 for the ancillary use, 50 years expiring on 24 December 2053 for the basement car parks use.

• (3) According to Certificate for the Use of Stated-owned Land No. (2005)0454 issued by Beijing Lands Resources Bureau on 15 July 2005, the land use rights of the property, comprising a total site area of 84,518.63 sq.m., have been granted to for a term of 70 years expiring on 24 December 2073 for the residential use, 40 years expiring on 24 December 2043 for the ancillary use, 50 years expiring on 24 December 2053 for the basement car parks use.

• (4) According to Grant Contract of Land Use Rights No. (2003)1132 entered in between Beijing Lands Resources and Housing Administration Bureau and on 25 December 2003 and its Supplementary Document dated 25 December 2003, the land use rights of the property have been granted to as follows:

• (i) Site Area: 85,500.7 sq.m. (ii) Total Gross Floor Area: 199,305 sq.m. (a) Above ground structure: 183,367 sq.m. (including 133,367 sq.m. for residential use and 50,000 sq.m. for ancillary use)

• (b) Underground structure: 15,938 sq.m. (including 12,448 sq.m. for car parks use)

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VALUATION REPORT

APPENDIX I

(iii) Land Use Terms: (a) Residential: 70 years (b) Ancillary facilities: 40 years (c) Basement car parks: 50 years (iv) Plot Ratio: 2.33 (v) Land Grant Fee: RMB53,374,934

• (5) According to Grant Contract of Land Use Rights No. (2003)1133 entered in between Beijing Lands Resources and Housing Administration Bureau and on 25 December 2003 and its Supplementary Document dated 25 December 2003, the land use rights of the property have been granted to as follows:

(i)	Site Area:	72,908.5 sq.m.	72,908.5 sq.m.
(ii)	Total Gross Floor Area:	179,040 sq.m.
		(a)	Above ground structure: 166,330		sq.m.	(including	117,430
			sq.m. for residential use	and 48,900 sq.m. for ancillary use)
		(b)	Underground structure:	12,710	sq.m.	(including	12,710
			sq.m. for car parks use)
(iii)	Land Use Terms:	(a)	Residential: 70 years
		(b)	Ancillary facilities: 40 years
		(c)	Basement car parks: 50	years
(iv)	Plot Ratio:	2.46
(v)	Land Grant Fee:	RMB48,731,735

• (6) According to Grant Contract of Land Use Rights No. (2003)1134 entered in between Beijing Lands Resources and Housing Administration Bureau and on 25 December 2003 and its Supplementary Document dated 25 December 2003, the land use rights of the property have been granted to as follows:

(i)	Site Area:	69,562.4 sq.m.	69,562.4 sq.m.
(ii)	Total Gross Floor Area:	125,000 sq.m.
		(a)	Above ground structure: 120,780 sq.m. (including 120,780
			sq.m. for residential use)
		(b)	Underground structure: 4,220 sq.m. (including 2,110 sq.m.
			for car parks use)
(iii)	Land Use Terms:	(a)	Residential: 70 years
		(b)	Basement car parks: 50 years
(iv)	Plot Ratio :	1.80
(v)	Land Grant Fee:	RMB30,370,130

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VALUATION REPORT

APPENDIX I

• (7) According to Grant Contract of Land Use Rights No. (2003)1135 entered in between Beijing Lands Resources and Housing Administration Bureau and on 25 December 2003 and its Supplementary Document dated 25 December 2003, the land use rights of the property have been granted to as follows:

(i) Site Area: 18,510.6 sq.m. (ii) Total Gross Floor Area: 24,755 sq.m. (a) Above ground structure: 24,755 sq.m. (including 24,755 sq.m. for ancillary use) (b) Underground structure: 0 sq.m. (iii) Land Use Terms: Ancillary facilities: 40 years (iv) Plot Ratio: 1.34 (v) Land Grant Fee: RMB9,406,900

We note the said Grant Contract of Land Use Rights in Note 4 to 7 have a building covenant before 31 December 2005. As advised by COP Group, application for extension of the said building covenant is being processed by the Government.

• (8) According to Planning Permits for Construction Use of Land No. 2005(0064) issued by Beijing Planning Committee to on 22 April 2004, the property comprising a total site area of 245,875.235 sq.m. has been approved for the use of commodity residential development.

• (9) According to Planning Permit for Construction Works Nos. 2005(0288), (0289), (0290), (0291), (0383), (0384), (0385) issued by Beijing Planning Committee to ; the design scheme of the property comprising a total gross floor area of 213,737.35 sq.m. has been approved.

• (10) According to Permit for Commencement of Construction Works No. 2005(030) issued by Beijing Construction Committee to on 10 August 2005. The design scheme of the property comprising a total gross floor area of 71,965 sq.m. has been approved.

• (11) According to Permit for Commencement of Construction Works No. 2005(031) issued by Beijing Chaoyang District Construction Committee to on 10 August 2005. The design scheme of the property comprising a total gross floor area of 30,361 sq.m. has been approved.

• (12) According to Pre-sale Permit for Commodity Housing No. 2005(422) Beijing Construction Committee to on 27 August 2005, the gross floor area of 78,013.12 sq.m. can be sold, residential use

• for 70 years and commercial use for 40 years.

• (13) According to Business Licence No. 1101051356515(1—1) dated 7 December 2004, has been incorporated with a registered capital of RMB10,000,000 for a valid operation period from 6 February 2002 to 5 February 2022.

• (14) As advised by the COP Group, the total construction costs expended as at 30 September 2005 was approximately RMB 13,263,000 and the outstanding construction costs to complete the development was approximately RMB 1,313,000,000. In the course of our valuation, we have taken into account such construction costs.

• (15) The “Capital value when completed” of the proposed development is approximately RMB4,576,000,000.

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APPENDIX I

• (16) The opinion of the COP Group’s PRC legal adviser states that:

• (i) has obtained the Certificate for the Use of State-owned Land of part of the property with a site area of 157,802.19 sq.m.; and Grant Contract of Land Use Rights of part of the Property with a site area of 88,073 sq.m. is in possession of a proper legal title to the property and is entitled to transfer the property together with the residual term of its land use rights at no extra land premium payable to the Government; and

• (ii) has obtained the relevant approval and permit to develop the property with a total gross floor area of 528,100 sq.m.

• (17) The status of title and grant of major approvals and licences in accordance with the information provided to us by the COP Group and the aforesaid legal opinion are as follows:

Certificate for the Use of State-owned Land	Yes (partial)
Grant Contract of Land Use Rights	Yes
Planning Permit for Construction Use of Land	Yes
Planning Permit for Construction Works	Yes
Permit for Commencement of Construction Works	Yes
Pre-sale Permit for Commodity Housing	Yes
Article of Association	Yes
Business Licence	Yes

— 65 —

VALUATION REPORT

APPENDIX I

Capital value in Particulars of existing state as at occupancy 30 September 2005

Property Description and tenure occupancy 30 September 2005 11. Zhonghai Haiyang The property is planned to comprise villa The property RMB446,700,000 Huayuan, development of about 300 villas, with a site area was under (72% interest situated at the of approximately 527,337 sq.m. (5,676,255 construction and attributable to the northern side of sq.ft.). Phase 1 is COP Group: Dingsi Road, scheduled to RMB321,624,000) Changping District, As advised by the COP Group, the property is a completion in Beijing residential compound with a total gross floor 2006. area of approximately 121,551 sq.m. (1,308,375 sq.ft.), which is covered by Grant Contract of Land Use Right in Note 2 and 3 below.

The land use rights of the property have been granted for a term due to expire on 28 August 2044 for commercial use. The land use rights of the property have been granted for a term due to expire on 28 August 2074 for residential use.

Notes:

• (1) Certificate for the Use of Stated-owned Land No. (2004) 208 and (2004) 209 issued by Beijing Lands Resources Bureau on 3 December 2004, the land use rights of the property, comprising a total site area of 527,336.57 sq.m., have been granted to Beijing Zhonghai Seagarden Real Estate Development Company Limited , a 72% owned subsidiary of the COP Company, for a term expiring on 28 August

• 2044 for commercial use.

• (2) According to Grant Contract of Land Use Rights No. (2004) 0720 entered in between Beijing Lands Resources and Housing Administration Bureau and Beijing Zhonghai Seagarden Real Estate Development Company Limited on 29 August 2004, the land use rights of the property have been granted to Beijing

• Zhonghai Seagarden Real Estate Development Company Limited as follows:

• (i) Site Area: 334,414.34 sq.m. For Commercial Use: 192,922.23 sq.m.

• (ii) Total Gross Floor Area: 100,343.8 sq.m. (specified all for structures above ground) (iii) Land Use Terms: Residential: 70 years (iv) Land Grant Fee: RMB107,012,589

The building covenant for completion is in December 2007.

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VALUATION REPORT

APPENDIX I

• (3) According to Grant Contract of Land Use Rights No. (2004) 0721 entered in between Beijing Lands Resources and Housing Administration Bureau and Beijing Zhonghai Seagarden Real Estate Development Company Limited on 29 August 2004, the land use rights of the property have been granted to Beijing

• Zhonghai Seagarden Real Estate Development Company Limited as follows:

• (i) Site Area: 192,922.23 sq.m.

• (ii) Total Gross Floor Area: 21,207 sq.m. (in which 20,007 sq.m. is specified for structures above ground whilst 1,200sq.m. is specified for underground structures)

• (iii) Land Use Terms: Ancillary commercial: 40 years (iv) Land Grant Fee: RMB71,381,225

The building covenant for completion is in December 2006.

• (4) According to the Planning Permits for the Construction Works Nos. (2005) 0069, (2005) 0070, (2005) 0120 issued by the Beijing Planning Committee, the design scheme has been approved.

• (5) According to Business Licence No. QHJZZ No. 017444 dated 12 September 2005, has been incorporated with a registered capital of US$11,920,000 for a valid operation period from 6 September 2002 to 5 September 2042.

• (6) As advised by the COP Group, the total construction costs expended as at 30 September 2005 was approximately RMB 42,000,000 and the outstanding construction costs to complete the development was approximately RMB 425,900,000. In the course of our valuation, we have taken into account such construction costs.

• (7) The “Capital value when completed” of the proposed development is approximately RMB 1,532,000,000.

• (8) The opinion of the COP Group’s PRC legal adviser states that:

• (i) has obtained the Certificate for the Use of State-owned Land of the property with a site area of 527,337 sq.m. is in possession of a proper legal title to the property and is entitled to transfer the property together with the residual term of its land use rights at no extra land premium payable to the Government; and

• (ii) has obtained the relevant approval and permit to develop the property with a total gross floor area of 121,551 sq.m.

• (9) The status of title and grant of major approvals and licences in accordance with the information provided to us by the COP Group and the aforesaid legal opinion are as follows:

Certificate for the Use of State-owned Land Yes Planning Permit for Construction Use of Land Yes Planning Permit for Construction Works Yes Official Reply to the Project Proposal Yes Business Licence Yes

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VALUATION REPORT

APPENDIX I

Property

Description and tenure

Capital value in Particulars of existing state as at occupancy 30 September 2005

1. The Whole of Zhong Hai Lai Yin Dong Jun is planned to Zhong Hai Lai Yin comprise 63 blocks of low-rise residential Dong Jun, buildings, 29 blocks of multi-storied residential Weixing Road buildings and 8 blocks of high-rise residential Commercial and buildings on a piece of land with a site area of Residential Area, 268,445 sq.m. (2,889,542sq.ft.). Jingyuetan Economic The planned gross floor areas of the property is Development Zone, approximately 354,373.56 sq.m. (3,814,477 Changchun, sq.ft.), which is covered by Planning Permit for Jilin Province Construction Works in Note 4 below.

The planned gross floor areas of the property is approximately 354,373.56 sq.m. (3,814,477 sq.ft.), which is covered by Planning Permit for Construction Works in Note 4 below.

The property is currently under construction, and phase one of the property is scheduled to completion in 2005.

RMB215,000,000

The land use rights of the property have been granted for a term of 70 years expiring on 11 July 2074 for residential use, 11 July 2044 for ancillary commercial use.

Notes:

• (1) According to Certificate for the Use of Stated-owned Land No. (2005) 010822063 issued by The People’s Government of Changchun on 11 April 2005, the land use rights of the property situated at Weixing Road Commercial and Residential Area, Jingyue Development Zone , comprising a total site area of 16,931 sq.m., have been granted to Changchun China Overseas Property Co., Ltd. , a wholly owned subsidiary of the COP Company, for a term expiring on 11 August 2044 for ancillary commercial use.

According to Certificate for the Use of Stated-owned Land No. (2005) 010822064 issued by The People’s Government of Changchun on 11 April 2005, the land use rights of the property situated at Weixing Road Commercial and Residential Area, Jingyue Development Zone , comprising a total site area of 406,354 sq.m., have been granted to Changchun China Overseas Property Co., Ltd. for a term expiring on 11 August 2074 for residential use.

As advised by the COP Group, the aforesaid lands with a site area of 423,285 sq.m. is divided into three parts. The first part comprises Zhong Hai Lai Yin Dong Jun, and the second part comprises Phase Three of Villa Marbella, and the third part comprises a piece of land with a site area of 30,002 sq.m. which will be developed with Villa Marbella Nan Di Kuai as a whole. Zhong Hai Lai Yin Dong Jun comprises a site area of 268,445 sq.m..

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VALUATION REPORT

APPENDIX I

• (2) According to Grant Contract of Land Use Rights (2004) 047 entered in between Changchun Lands Resources Bureau and Changchun China Overseas Property Co., Ltd. on 12 August 2004, the land use rights of the property have been granted to Changchun China Overseas Property Co., Ltd. as follows:

(i) Site Area: 16,931 sq.m. (ii) Plot Ratio: 1.3 (iii) Land Use Term: Ancillary commercial: 40 years expiring on 11 July 2044 (iv) Land Grant Fee: RMB7,280,628

According to Grant Contract of Land Use Rights (2004) 048 entered in between Changchun Lands Resources Bureau and Changchun China Overseas Property Co., Ltd. on 12 August 2004, the land use rights of the property have been granted to as follows:

(i) Site Area: 406,354 sq.m. (ii) Plot Ratio: 1.3 (iii) Land Use Term: Residential: 70 years expiring on 11 July 2074 (iv) Land Grant Fee: RMB174,739,372

The building covenant for completion is unspecified.

• (3) According to Approval for Construction Use of Lands No. (2004) 068 issued by Planning Committee of Changchun Jingyue Tan Tourist & Economic Development Zone to Changchun China Overseas Property Co., Ltd. on 1 September 2004, the development of the property situated at Weixing Road Commercial and Residential Area, Jingyue Development Zone , comprising a site area of 423,285 sq.m. has been approved.

• (4) According to Planning Permit for Construction Works No. (2005)040 and No. (2005) 026 issued by Planning Committee of Changchun Jingyue Tan Tourist & Economic Development Zone to Changchun China Overseas Property Co., Ltd. on 22 July 2005 and 26 May 2005, the development of the property, comprising a total gross floor area of 354,373.56 sq.m. has been approved.

• (5) According to the Business Licence No. 001607 dated 14 April 2003, Changchun China Overseas Property Co., Ltd. has been incorporated with a registered capital of RMB10,000,000 for a valid operation period

• from 25 December 2002 to 25 December 2022.

• (6) As advised by the COP Group, portions of the property, with a total gross floor area of 16,559 sq.m., have been pre-sold at a total consideration of RMB84,910,495. In the course of our valuation, we have taken into account the said consideration.

• (7) According to the latest information provided by the COP Group, the construction cost expended on Zhong Hai Lai Yin Dong Jun was in the sum of approximately RMB80,000,000 and the outstanding construction costs to complete the development was approximately RMB656,000,000. We have taken into account the said expended construction costs in our valuation.

• (8) The “Capital value when completed” of the proposed development is approximately RMB1,346,000,000.

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APPENDIX I

• (9) The opinion of the COP Group’s PRC legal adviser states that:

• (i) Changchun China Overseas Property Co., Ltd. has obtained the Certificate for the Use of State-owned Land of the property with a site area of 268,445 sq.m.. Changchun China Overseas Property Co., Ltd. is in possession of a proper legal title to the property and is entitled to transfer the property together with the residual term of its land use rights at no extra land premium payable to the Government; and

• (ii) Changchun China Overseas Property Co., Ltd. has obtained the relevant approval and permit to develop the property with a total gross floor area of 354,373.56 sq.m..

• (10) The status of title and grant of major approvals and licences in accordance with the information provided to us by the COP Group and the aforesaid legal opinion are as follows:

Certificate for the Use of State-owned Land	Yes
Grant Contract of Land Use Rights	Yes
Approval for Construction Use of Land	Yes
Business Licence	Yes

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VALUATION REPORT

APPENDIX I

Description and tenure

Property

1. The Whole of Villa Marbella is planned to comprise 26 blocks Phase 3 of Villa of multi-storied residential buildings on a piece Marbella, Weixing of land with a site area of 124,838 sq.m Road Commercial (1,343,756sq.ft.). and Residential Area, Jingyuetan The planned gross floor areas of the property is Economic approximately 159,849.2 sq.m. (1,720,617 sq.ft.), Development Zone, which is covered by Planning Permit for Changchun, Constructions Works in Note 4 below. Jilin Province The land use rights of the property have been granted for a term of 70 years expiring on 11 July 2074 for residential use and 11 July 2044 for ancillary commercial use.

Capital value in Particulars of existing state as at occupancy 30 September 2005 The property is RMB156,000,000 currently under construction, and the property is scheduled to completion in 2005.

Notes:

• (1) According to Certificate for the Use of Stated-owned Land No. (2005) 010822063 issued by The People’s Government of Changchun on 11 April 2005, the land use rights of the property situated at Weixing Road Commercial and Residential Area, Jingyue Development Zone , comprising a total site area of 16,931 sq.m, have been granted to Changchun China Overseas Property Co., Ltd. , a wholly owned subsidiary of the COP Company, for a term expiring on 11 July 2044 for ancillary commercial use.

According to Certificate for the Use of Stated-owned Land No. (2005) 010822064 issued by The People’s Government of Changchun on 11 April 2005, the land use rights of the property situated at Weixing Road Commercial and Residential Area, Jingyue Development Zone , comprising a total site area of 406,354 sq.m, have been granted to Changchun China Overseas Property Co., Ltd. for a term expiring on 11 July 2074 for residential use.

As advised by the COP Group, the aforesaid lands with a site area of 423,285 sq.m. is divided into three parts. The first part comprises Zhong Hai Lai Yin Dong Jun, and the second part comprises Phase 3 of Villa Marbella, and the third part comprises a piece of land with a site area of 30,002 sq.m. which will be developed with Villa Marbella Nan Di Kuai as a whole. Phase Three of Villa Marbella comprises a site area of 124,838 sq.m..

• (2) According to Grant Contract of Land Use Rights (2004) 047 entered in between Changchun Lands Resources Bureau and Changchun China Overseas Property Co., Ltd. on 12 August 2004, the land use rights of the property have been granted to as follows:

(i) Site Area: 16,931 sq.m. (ii) Plot Ratio: 1.3 (iii) Land Use Term: Ancillary commercial: 40 years expiring on 11 July 2044 (iv) Land Grant Fee: RMB7,280,628

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APPENDIX I

According to Grant Contract of Land Use Rights (2004) 048 entered in between Changchun Lands Resources Bureau and Changchun China Overseas Property Co., Ltd. on 12 August 2004, the land use rights of the property have been granted to as follows:

(i) Site Area: 406,354 sq.m. (ii) Plot Ratio: 1.3 (iii) Land Use Term: Residential: 70 years expiring on 11 July 2074 (iv) Land Grant Fee: RMB174,739,372

The building covenant for completion is unspecified.

• (3) According to Approval for Construction Use of Lands No. (2004) 068 issued by Planning Committee of Changchun Jingyue Tan Tourist & Economic Development Zone to Changchun China Overseas Property Co., Ltd. on 1 September 2004, the development of the property situated at Weixing Road Commercial and Residential Area, Jingyue Development Zone comprising a site area of 423,285 sq.m., has been approved.

• (4) According to Planning Permit for Construction Works No. (2005)018 issued by Planning Committee of Changchun Jingyue Tan Tourist & Economic Development Zone to Changchun China Overseas Property Co. Ltd. on 21 April 2005, the development of the property, comprising a total gross floor area of 159,849.2 sq.m. has been approved.

• (5) According to the Business Licence No. 001607 dated 14 April 2003, Changchun China Overseas Property Co. Ltd. has been incorporated with a registered capital of RMB10,000,000 for a valid operation period

• from 25 December 2002 to 25 December 2022.

• (6) As advised by the COP Group, portions of the property, with a total gross floor area of 56,837.7 sq.m., have been pre-sold at a total consideration of RMB169,655,579. In the course of our valuation, we have taken into account the said consideration.

• (7) According to the latest information provided by the COP Group, the construction cost expended on the property was in the sum of approximately RMB68,000,000 and the outstanding construction costs to complete the development was approximately RMB158,000,000. We have taken into account the said expended construction costs in our valuation.

• (8) The “Capital value when completed” of the proposed development is approximately RMB496,000,000.

• (9) The opinion of the COP Group’s PRC legal adviser states that:

• (i) Changchun China Overseas Property Co., Ltd. has obtained the Certificate for the Use of State-owned Land of the property with a site area of 124,838 sq.m.. Changchun China Overseas Property Co., Ltd. is in possession of a proper legal title to the property and is entitled to transfer the property together with the residual term of its land use rights at no extra land premium payable to the Government; and

• (ii) Changchun China Overseas Property Co., Ltd. has obtained the relevant approval and permit to develop the property with a total gross floor area of 159,849.2 sq.m..

• (10) The status of title and grant of major approvals and licences in accordance with the information provided to us by the COP Group and the aforesaid legal opinion are as follows:

Certificate for the Use of State-owned Land Yes Grant Contract of Land Use Rights Yes Approval for Construction Use of Land Yes Business Licence Yes

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VALUATION REPORT

APPENDIX I

Property

Description and tenure

Capital value in Particulars of existing state as at occupancy 30 September 2005

1. The Whole of Sunshine Aloha, Ban Xue Gang Road, Longgang District, Shenzhen

Sunshine Aloha comprises 2 blocks of 12-storey residential buildings and 5 blocks of 6-storey residential buildings on a piece of land with a site area of approximately 47,881.78 sq.m. (515,400 sq.ft.).

The property comprises 686 residential units, 108 shop units and 102 car parks situated at the basement level of Sunshine Aloha scheduled to be completed in 2005.

The property is RMB269,000,000 currently under (65% interest construction, attributable to the and is COP Group: scheduled to RMB174,850,000) completion in 2005.

As advised by the COP Group, the approximate gross floor areas of the property, which is covered by the Planning Permit for Construction Works in Note 3 below, are as follows:

Property 686 residential units 108 shop units	Approximate Gross Floor Area sq.m. sq.ft. 63,649.15 685,119 4,998.13 53,800 68,647.28 738,919	Approximate Gross Floor Area sq.m. sq.ft. 63,649.15 685,119 4,998.13 53,800 68,647.28 738,919
		738,919

and 102 basement car parks.

The land use rights of the property have been granted for a term of 70 years from 29 October 2003 to 28 October 2073 for the residential use.

Notes:

(1) According to Real Estate Certificate No. 6000115947 issued by Shenzhen Planning and Lands Bureau Longgang Branch, the land use rights of the property, comprising a site area of 47,881.78 sq.m., have been granted to (subsequently renamed as ), a 65% owned subsidiary of the COP Company, for a term of 70 years from 29 October 2003 to 28 October 2073 for the residential use.

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VALUATION REPORT

APPENDIX I

• (2) According to Grant Contract of Land Use Rights No. (2003)5046 entered in between Shenzhen Planning and Lands Bureau and on 29 October 2003, the land use rights of the property have been granted to as follows:

(i)	Site Area:	47,881.78 sq.m.
(ii)	Total Gross Floor Area:	71,800 sq.m.
		(a) Residential: 63,800 sq.m.
		(b) Retail: 5,000 sq.m.
		(c) Ancillary facility: 3,000 sq.m.(including 2,500 sq.m. for
		kindergarten use, 300 sq.m. for management use and 200
		sq.m. for other use)
(iii)	Land Use:	Commercial and Residential
(iv)	Land Use Terms:	70 years from 29 October 2003 to 28 October 2073
(v)	Construction Use:	Commercial and Residential
(vi)	Plot Ratio:	≤1.5
(vii)	Building coverage:	≤25%
(viii)	Land Grant Fee:	RMB31,826,180

The building covenant for completion is unspecified.

• (3) According to Planning Permit for Construction Works No. LG2004192, No. LG2004252, No. LG2004286, No. LG2004287, No. LG2004292 and No.LG2004293 issued by Shenzhen Planning and Lands Bureau to (subsequently renamed as ). The design scheme of the

• property comprising a total gross floor area of 81,947.40 sq.m. has been approved.

• (4) According to Business Licence No. 4403011122905 dated 1 June 2005, has been incorporated with a registered capital of RMB41,791,108 for a valid operation period from 23 September 2003 to 22 September 2013.

• (6) According to the latest information provided by the COP Group, the construction cost expended on Sunshine Aloha was in the sum of approximately RMB120,000,000. We have taken into account the said expended construction cost in our valuation.

• (7) 682 residential units with a total gross floor area of approximately 49,969.94 sq.m. are pre-sold at a total consideration of RMB243,217,818 and 108 retail units with a total gross floor area of approximately 4,281.69 sq.m. are pre-sold at a total consideration of RMB55,170,868. In the course of our valuation, we have taken into account the said consideration.

• (8) According to the latest information provided by the COP Group, the construction cost expended on the property was nil and the outstanding construction costs to complete the development was approximately RMB 45,000,000. We have taken into account the said expended construction costs in our valuation.

• (9) The “Capital value when completed” of the proposed development is approximately RMB 385,000,000.

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APPENDIX I

• (10) The opinion of the COP Group’s PRC legal adviser states that:

• (i) has obtained the Real Estate Certificate of the property with a site area of 47,881.78 sq.m.. is in possession of a proper legal title to the property and is entitled to transfer the property together with the residual term of its land use rights at no extra land premium payable to the Government; and

• (ii) has obtained the relevant approval and permit to develop the property with a total gross floor area of 68,647.28 sq. m..

• (11) The status of title and grant of major approvals and licences in accordance with the information provided to us by the COP Group and the aforesaid legal opinion are as follows:

Real Estate Certificate Yes Grant Contract of Land Use Rights Yes Planning Permit for Construction Works Yes Business Licence Yes

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VALUATION REPORT

APPENDIX I

Property

Description and tenure

Capital value in Particulars of existing state as at 30 occupancy September, 2005

1. The Whole of One Honey Lake, Xiangmei Road, Futian District, Shenzhen

One Honey Lake is a residential development proposed to comprise low-rise and high-rise residential buildings, villas, townhouses and some ancillary facilities on a piece of land with a site area of approximately 93,543.97 sq.m. (1,006,907 sq.ft.). The property is scheduled to be completed in 2007.

The property is RMB1,700,000,000 currently under (50% interest construction, attributable to the and is scheduled COP Group: to completion in RMB850,000,000) 2007.

As advised by the COP Group, the approximate gross floor areas of the property, which is covered by Grant Contract of Land Use Rights in Note 2 below, are planned as follows:

Property Low-rise residential High-rise residential Villa Townhouse Kindergarten Other ancillary facility Sub-total Basment Sub-total Grand-total	Approximate Gross Floor Area sq.m. sq.ft. 11,053.00 118,974 82,921.00 892,562 5,137.00 55,295 27,391.00 294,837 3,002.00 32,314 1,590.00 17,115 131,094.00 1,411, 097 4,722.32 50,831 34,357.00 369,819 39,079.32 420,650 170,173.32 1,831,747	Approximate Gross Floor Area sq.m. sq.ft. 11,053.00 118,974 82,921.00 892,562 5,137.00 55,295 27,391.00 294,837 3,002.00 32,314 1,590.00 17,115 131,094.00 1,411, 097 4,722.32 50,831 34,357.00 369,819 39,079.32 420,650 170,173.32 1,831,747
		1,411, 097
		50,831 369,819 420,650 1,831,747

and 566 basement carparks.

The land use rights of the property have been granted for a term of 70 years from 25 August 2003 to 24 August 2073 for the residential use.

Notes:

• (1) According to Real Estate Certificate No. 3000254063 issued by Shenzhen Planning and Lands Bureau Longgang Branch, the land use rights of the property, comprising a site area of 93,543.97 sq.m., have been granted to (subsequently renamed as ), a jointly controlled entity of the COP

• Company, for a term of 70 years from 25 August 2003 to 24 August 2073 for the residential use.

obtained the land use rights of the property by public auction on 30 April 2004 at a total price of RMB950,000,000.

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VALUATION REPORT

APPENDIX I

• (2) According to Grant Contract of Land Use Rights No. (2003)2020 entered in between Shenzhen Planning and Lands Bureau and (the former land owner) on 25 August 2003, the land use rights of the property have been granted to as follows:

(i) Site Area: 93,544.00 sq.m. (ii) Total Gross Floor Area: 131,000 sq.m. (a) Kindergarten:3,000 sq.m. (b) Rabbish station: 50 sq.m. (c) Management Center:300 sq.m. (d) Residential:127,650 sq.m. (iii) Land Use: Residential (iv) Land Use Terms: 70 years from 25 August 2003 to 24 August 2073 (v) Construction Use: Residential (vi) Plot Ratio: ≤1.4 (vii) Building coverage: ≤20% (viii) Land Grant Fee: RMB216,421,191

The building covenant for completion is unspecified.

• (3) According to Planning Permit for Construction Works No.[2005]035, No.[2005]036, No.[2005]051 and No.[2005]150 issued by Shenzhen Municipal Planning Bureau, the design scheme of the property comprising a total gross floor area of 144,319.46 sq.m. has been approved.

• (4) According to Business Licence No. 110635 dated 17 May 2005, has been incorporated with a registered capital of RMB100,000,000 for a valid operation period from 29 April 2004 to 29 April 2014.

• (5) According to the latest information provided by the COP Group, the construction cost expended on One Honey Lake was in the sum of approximately RMB65,000,000 and the outstanding construction costs to complete the development was approximately RMB 582,000,000. We have taken into account the said expended construction cost in our valuation.

• (6) The “Capital value when completed” of the proposed development is approximately RMB3,650,000,000.

• (7) The opinion of the COP Group’s PRC legal adviser states that:

• (i) has obtained the Real Estate Certificate of the property with a total site area of 93,543.97 sq.m.. is in possession of a proper legal title to the property and is entitled to transfer the property together with the residual term of its land use rights at no extra land premium payable to the Government; and

• (ii) has obtained the relevant approval and permit to develop the property with a total gross floor area of 144,319.46 sq.m. above ground.

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APPENDIX I

VALUATION REPORT

(8) The status of title and grant of major approvals and licences in accordance with the information provided to us by the COP Group and the aforesaid legal opinion are as follows:

Real Estate Certificate Yes Grant Contract of Land Use Rights Yes Planning Permit for Construction Works Yes Business Licence Yes

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VALUATION REPORT

APPENDIX I

Property

Description and tenure

Particulars of occupancy

Capital value in existing state as at 30 September 2005

1. The Whole of Yi Cui Shan Ju, Bulong Road, Buji, Longgang District, Shenzhen

Yi Cui Shan Ju is a residential compound proposed to comprise residential buildings, ancillary commercial portion and other ancillary facilities on a piece of land with a site area of approximately 48,145.67 sq.m. (518,240 sq.ft.). The property is scheduled to be completed in 2006.

The property is currently under construction, and is scheduled to completion in 2006.

RMB154,000,000

As advised by the COP Group, the approximate gross floor areas of the property, which is covered by the Planning Permit for Construction Use of Land in Note 3 below, are planned as follows:

Property Residential Commercial Ancillary Total	Approximate Gross Floor Area sq.m. sq.ft. 81,907.50 881,652 3,500.00 37,674 3,100.00 33,368 88,507.50 952,694	Approximate Gross Floor Area sq.m. sq.ft. 81,907.50 881,652 3,500.00 37,674 3,100.00 33,368 88,507.50 952,694
		952,694

656 basement carparks.

The land use rights of the property have been granted for a term of 70 years from 9 January 1992 to 8 January 2062 for the commercial and residential use.

Notes:

• (1) According to Real Estate Certificate No.6000146206 issued by Shenzhen Lands Resources and Housing Administration Bureau Longgang Branch, the land use rights of the property, comprising a site area of 48,145.67 sq.m., have been granted to , for a term of 70 years from 9 January 1992 to 8 January 2062 for the commercial and residential use.

obtained the land use rights of the property by public auction on 15 November 2004 at a total price of RMB115,000,000.

• (2) According to Grant Contract of Land Use Rights No. (1995)032 entered into between Shenzhen Planning and Lands Bureau and on 29 January 1995, the land use rights of the property, comprising a site area of 48,145.67 sq.m., have been granted to (the former land owner) for a term of 50 years from 9 January 1992 to 8 January 2042 for the commercial and residential use.

The building covenant for completion is unspecified.

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VALUATION REPORT

APPENDIX I

• (3) According to Planning Permit for Construction Use of Lands No.06-2005-0144 issued by Shenzhen Municipal Planning Bureau Longgang Branch, the planning scheme of the property has been approved as follows:

(i)	Site Area:	48,145.70 sq.m.	48,145.70 sq.m.
(ii)	Total Gross Floor Area:	88,507.50 sq.m.
		(a)	Residential: 81,907.50 sq.m.
		(b)	Commercial: 3,500 sq.m.
		(c)	Ancillary facility: 3,100 sq.m.
(iii)	Land Use :	Residential
(iv)	Plot Ratio :	≤2.23
(v)	Building coverage:	≤30%
(vi)	Car park space:	656

• (4) According to Planning Permit for Construction Works No. LG20050519, No. LG20050520, No. LG20050521, No. LG20050522, No. LG20050523, and No.LG20050524 issued by Shenzhen Municipal Planning Bureau Longgang Branch, the design scheme of the property comprising a total gross floor area of 29,966.46 sq.m. has been approved.

• (5) According to the Business Licence No. 110517 dated 17 September 2004, has been incorporated with a registered capital of RMB610,200,000 for a valid operation period from 8 September 1998 to 8 September 2022.

• (6) According to the latest information provided by the COP Group, the construction cost expended on Yi Cui Shan Ju was in the sum of approximately RMB7,680,000 and the outstanding constructions costs to complete the development was approximately RMB 98,500,000. We have taken into account the said expended construction cost in our valuation.

• (7) The “Capital value when completed” of the proposed development is approximately RMB 424,000,000.

• (8) The opinion of the COP Group’s PRC legal adviser states that:

• (i) has obtained the Real Estate Certificate of the property with a site area of 48,145.67 sq.m.. is in possession of a proper legal title to the property and is entitled to transfer the property together with the residual term of its land use rights at no extra land premium payable to the Government; and

• (ii) has obtained the relevant approval and permit to develop the property with a total gross floor area of 88,507.50 sq.m..

— 80 —

APPENDIX I

VALUATION REPORT

• (9) The status of title and grant of major approvals and licences in accordance with the information provided to us by the COP Group and the aforesaid legal opinion are as follows:

Real Estate Certificate Yes Grant Contract of Land Use Rights Yes Planning Permit for Construction Use of Lands Yes Planning Permit for Construction Works Yes Business Licence Yes

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VALUATION REPORT

APPENDIX I

Property

Description and tenure

Capital value in Particulars of existing state as at occupancy 30 September 2005

1. Seine Elysee, No.126, Haoshan Road, Jianye District, Nanjing

Seine Elysee is planned as two phases. Phase I comprises 9 blocks of 11-storey (and 1 basement level) residential buildings on a piece of land with a site area of approximately 46,650.60 sq.m. (502,147 sq.ft.). Phase II comprises several mid-high rise residential buildings on a piece of land with a site area of approximately 60,263.3 sq.m. (648,674 sq.ft.).

As advised by the COP Group, the approximate gross floor areas of the property, which is covered by the Grant Contract of Land Use Rights in Note 3 below, are planned as follows:

Phase I is currently under construction, and is scheduled to completion at the end of 2005.

Phase II is currently a vacant site.

RMB581,500,000

Phase I 540 residential units Ancillary 418 carparks Phase II 708 residential units Ancillary Commercial 625 carparks	Approximate Gross Floor Area sq.m. sq.ft. 64,490 694,170 4,508 48,524 68,998 742,694 Approximate Gross Floor Area sq.m. sq.ft. 96,814 1,042,106 209 2,250 5,037 54,218 102,060 1,098,574	Approximate Gross Floor Area sq.m. sq.ft. 64,490 694,170 4,508 48,524 68,998 742,694 Approximate Gross Floor Area sq.m. sq.ft. 96,814 1,042,106 209 2,250 5,037 54,218 102,060 1,098,574
		1,098,574

The land use rights of the property have been granted for a term of 70 years to expire on 20 May 2074 for residential use.

Notes:

(1) According to Provisional Certificate for the Use of Stated-owned Land No. (2005) 05431 ( 05431 ) issued by Nanjing Government dated 20 June 2005, the land use rights of the property, comprising a total site area of 46,650.60 sq.m., have been granted to Nanjing China Overseas Property Co., Ltd , a wholly owned subsidiary of the COP Company, for residential use of 70 years to expire on 20 May 2074.

According to Provisional Certificate for the Use of Stated-owned Land No. (2005) 03099 ( 03099 ) issued by Nanjing Government dated 18 April 2005, the land use rights of the property, comprising a total site area of 60,263.3 sq.m., have been granted to Nanjing China Overseas Property Co., Ltd ( ) for residential use of 70 years to expire on 20 May 2074.

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VALUATION REPORT

APPENDIX I

The land use rights of the property have been granted for a term of 70 years to expire on 20 May 2074 for the residential use.

• (2) According to Grant Contract of Land Use Rights No. (2004) 004 ( 004 ) entered in between Nanjing Lands Resources and Housing Administration Bureau and Nanjing China Overseas Property Co., Ltd ( ), the land use rights of the property have been granted to Nanjing China Overseas Property

• Co., Ltd as follows:

• (i) Site Area: 106,914 sq.m.

• (ii) Plot Ratio : 1.6

• (iii) Land Fee: RMB336,000,000

The building covenant for completion is unspecified.

• (3) According to Planning Permit for Construction Works No. 2004(0088) ( (2004)0088 ) issued by Nanjing Planning Committee to Nanjing China Overseas Property Co., Ltd ( ). The property is approved with a total gross floor area of 94,581.90 sq.m..

• (4) According to Construction Permit for Construction Works No. 2004(330) ( (2004)330 ) issued by Nanjing Construction Committee on 23 December 2004. The Construction of Block 2-9# and A-1#, A-2#, A-3# Car Park have been approved with the start date of 23 December 2004 and completion date of 26 March 2006.

According to Construction Permit for Construction Works No. 2005(169) ( (2005)169 ) issued by Nanjing Construction Committee on 17 August 2005. The Construction of Block 1# and Car Park have been approved.

• (5) According to Planning Permit for Construction Land Use No. 2004(0020) ( (2004)0020 ) issued by Nanjing Planning Committee on 25 May 2005 to Nanjing China Overseas Property Co., Ltd ( ) with a total land area of 106,914 sq.m..

• (6) According to Pre-sale Permit Certificates No. 0003257 ( 0003257 ), 0003278 ( 0003278 ), 0003312 ( 0003312 ), 0003316 ( 0003316 ),issued by Nanjing Housing and Land Resource Administration Bureau dated 29 April 2005, Block 1#, 2#, 3#, 4#, 5#, 6#, 7#, 8#, 9# have been approved to pre-sale.

• (7) According to Business Licence No. 3201001014203 dated 27 September 2004, Nanjing China Overseas Property Co., Ltd ( ) has been incorporated with a registered capital of RMB20,000,000 for a valid operation period from 14 May 2003 to 14 May 2023.

• (8) According to the latest information provided by the COP Group, the construction cost expended on Phase I of Seine Elysee was in the sum of approximately RMB165,000,000 and the outstanding construction costs to complete the development was approximately RMB351,000,000. We have taken into account the said expended construction cost in our valuation.

• (9) The “Capital value when completed” of the proposed development is approximately RMB1,178,000,000.

• (10) 335 residential units with a total gross floor area of approximately 39,392.45 sq.m. are pre-sold at a total consideration of RMB230,707,311.32. In the course of our valuation, we have taken into account the said consideration.

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VALUATION REPORT

APPENDIX I

• (11) The opinion of the COP Group’s PRC legal adviser states that:

• (i) Nanjing China Overseas Property Co., Ltd ( ) has obtained the Real Estate Certificate of the property with a total site area of 106,913.90 sq.m.. Nanjing China Overseas Property Co., Ltd ( ) is in possession of a proper legal title to the property and is entitled to transfer the property together with the residual term of its land use rights at no extra land premium payable to the Government; and

• (ii) Nanjing China Overseas Property Co., Ltd ( ) has obtained the relevant approval and permit to develop the property with a total gross floor area of 171,058 sq.m..

• (12) The status of title and grant of major approvals and licences in accordance with the information provided to us by the COP Group and the aforesaid legal opinion are as follows:

Certificate for the Use of State-owned Land	Yes
Grant Contract of Land Use Rights	Yes
Planning Permit for Construction Works	Yes
Construction Permit for Construction Works	Yes
Planning Permit for Construction Land Use	Yes
Pre-sale Permit Certificate	Yes
Business Licence	Yes

— 84 —

VALUATION REPORT

APPENDIX I

Group III - Property interests held for future development by the COP Group in the PRC

Property Description and tenure

Capital value in Particulars of existing state as at 30 occupancy September 2005

1. Land situated at The property comprises 2 plots of land having a the Song Lin Li, total site area of approximately Zhong Hai Tian Di, 105,528sq.m.(1,135,903 sq.ft), in which 77,928 Congwen District, sq.m (838,817 sq.ft.) is specified for residential Beijing commercial and carparks use whilst the remaining portion of 27,600 sq.m. (297,086sq.ft.) is specified for municipal road use.

The property is No Commercial Value currently under (See Note 1 below) site clearance.

As advised by the COP Group, the residential and commercial site of the property is planned to be developed into a residential compound with approximate gross floor areas, which is covered by Grant Contract of Land Use Rights in Note 1 below, as follows:

	Approximate	Approximate
Use	Gross Floor Area
	sq.m.	sq.ft.
Residential	242,900	2,614,576
Commercial	12,000	129,168
556 Car parks	25,000	269,100
Others	39,100	420,872
	319,000	3,433,716

The land use rights of the residential site of the property have been granted for a term of 70 years, 40 years for commercial uses and 50 years for carparks uses.

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VALUATION REPORT

APPENDIX I

Notes:

• (1) No capital value has been assigned to the property interest because the Certificate for the Use of State-owned Land of the property had yet been obtained. However, on the assumption that the Certificate for the Use of State-owned Land for the whole property has been obtained, the capital value in existing state as at 30 September 2005 was RMB1,000,000,000.

• (2) According to Grant Contract of Land Use Rights No. (2003)279 entered in between Beijing Lands Resources and Housing Administration Bureau and , a wholly owned subsidiary of the COP Company on 19 May 2003, the land use rights of the property have been granted to as follows:

(i)	Site Area:	77,928 sq.m.	77,928 sq.m.
(ii)	Total Gross Floor Area:	319,000 sq.m.
		(a)	Above ground structure: 254,900 sq.m. (including 242,900
			sq.m. for residential use, 12,000 sq.m. for commercial)
		(b)	Underground structure: 64,100 sq.m. (in which 25,000
			sq.m. is specified for car parks)
(iii)	Land Use Terms:	(a)	Residential: 70 years
		(b)	Commercial: 40 years
		(c)	Basement car parks: 50 years
(iv)	Land Grant Fee:	RMB164,770,800

The building covenant for completion is 1 May 2005. As advised by the COP Group, application for extension of the building covenant is being processed by the Government.

• (3) According to Planning Permit for Construction Use of Lands No. 2003(0045) issued by Beijing Planning Committee to on 22 January 2003, the property comprising a total site area of 82,898 sq.m. is permitted for development.

• (4) According to Business Licence No. 1100001493581(2-2) dated 24 September 2004, has been incorporated with a registered capital of RMB50,000,000 for a valid operation period from 28 October 2002 to 27 October 2052.

• (5) The opinion of the COP Group’s PRC legal adviser states that:

• (i) has obtained the Grant Contract of Land Use Rigths of the property with a site area of 77,928 sq.m.. is in possession of a proper legal title to the property and is entitled to transfer the property together with the residual term of its land use rights at no extra land premium payable to the Government; and

• (ii) has obtained the relevant approval and permit to develop the property with a total gross floor area of 319,000 sq.m..

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VALUATION REPORT

APPENDIX I

• (6) The status of title and grant of major approvals and licences in accordance with the information provided to us by the COP Group and the aforesaid legal opinion are as follows:

Real Estate Certificate No Grant Contract of Land Use Rights Yes Planning Permit for Construction Use of Land Yes Article of Association Yes Business Licence Yes

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VALUATION REPORT

APPENDIX I

Property Description and tenure

1. Two plots of land The property comprises two plots of irregularsituated at Weixing shaped site having a total site area of Road Commercial approximately 239,226 sq.m. (2,575,029 sq.ft.). and Residential Area, The land use rights of one plot (plot 1) of the Jingyuetan property, comprising a site area of 209,224 Economic sq.m. (2,252,087 sq.ft.), have been granted for a Development Zone, term of 50 years expiring on 3 February 2055 Changchun for residential use, 40 years expiring on 3 February 2045 for ancillary commercial use. As advised by the COP Group, the land use rights of the other plot (plot 2) of the property, comprising a site area of 30,002 sq.m. (322,942 sq.ft.), have been granted for a term of 70 years expiring on 11 July 2074 for residential use and 11 July 2044 for ancillary commercial use.

Capital value in Particulars of existing state as at occupancy 30 September 2005 The property is No commercial value currently (See Note 1 below) occupied by various blocks of residential and commercial buildings pending for site clearance.

Notes:

• (1) No capital value has been assigned to the property interest because the Certificates for the Use of State-owned Land of part of the property had yet been obtained. However, on the assumption that the Certificate for the Use of State-owned Land for the whole property has been obtained, the capital value in existing state as at 30 September 2005 was RMB106,800,000.

• (2) According to Certificate for the Use of Stated-owned Land No. (2005) 010822063 issued by The People’s Government of Changchun on 11 April 2005, the land use rights of the property situated at Weixing Road Commercial and Residential Area, Jingyue Development Zone , comprising a total site area of 16,931 sq.m., have been granted to Changchun China Overseas Property Co., Ltd. , a wholly owned subsidiary of the COP Company, for a term expiring on 11 July 2044 for ancillary commercial use.

According to Certificate for the Use of Stated-owned Land No. (2005) 010822064 issued by The People’s Government of Changchun on 11 April 2005, the land use rights of the property situated at Weixing Road Commercial and Residential Area, Jingyue Development Zone , comprising a total site area of 406,354 sq.m., have been granted to Changchun China Overseas Property Co., Ltd. for a term expiring on 11 July 2074 for residential use.

As advised by the COP Group, the above lands with a site area of 423,285 sq.m. is divided into three parts. The first part comprises Zhong Hai Lai Yin Dong Jun, and the second part comprises Phase 3 of Villa Marbella, and the third part comprises a piece of land with a site area of 30,002 sq.m which will be developed with Villa Marbella Nan Di Kuai together as a whole.

As advised by the COP Group, Plot 2, comprising 30,002 sq.m is included in the land with a site area of 423,285 sq.m..

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VALUATION REPORT

APPENDIX I

• (3) According to Grant Contract of Land Use Rights No. (2005) 008 entered in between Changchun Lands Resources Bureau and Changchun China Overseas Property Co., Ltd. on 4 February 2005, the land use rights of plot 1 have been granted to Changchun China Overseas Property Co., Ltd. as follows:

(i) Site Area: 197,483 sq.m. (ii) Land Use Terms: Residential: 50 years expiring on 3 February 2055 (iii) Land Grant Fee: RMB89,045,933 (iv) Plot ratio: 1.3

According to Grant Contract of Land Use Rights No. (2005) 009 entered in between Changchun Lands Resources Bureau and Changchun China Overseas Property Co., Ltd. on 4 February 2005, the land use rights of plot 1 have been granted to Changchun China Overseas Property Co., Ltd. as follows:

(i) Site Area: 11,741 sq.m. (ii) Land Use Terms: Ancillary commercial: 40 years expiring on 3 February 2045 (iii) Land Grant Fee: RMB5,294,067 (iv) Plot ratio: 1.3

The building covenant for completion has not counted because the site clearance works is being carried out.

• (4) According to Planning Permit for Construction Use of Lands No. (2005) 014 issued by Planning Committee of Changchun Jingyue Tan Tourist & Economic Development Zone to Changchun China Overseas Property Co. Ltd. on 13 April 2005, plot 1 of the property comprising a total site area of 224,608.81 sq.m. is permitted for development.

• (5) According to the Business Licence No. 001607 dated 14 April 2003, Changchun China Overseas Property Co. Ltd. has been incorporated with a registered capital of RMB10,000,000 for a valid operation period

• from 25 December 2002 to 25 December 2022.

• (6) The opinion of the COP Group’s PRC legal adviser states that:

• (i) Changchun China Overseas Property Co., Ltd. has obtained the Certificate for the Use of State-owned Land of part of the Property with a site area of 30,002 sq.m.; and Grant Contract of Land Use Right of part of the Property with a site area of 209,224. sq.m.. Changchun China Overseas Property Co., Ltd. is in possession of a proper legal title to the property and is entitled to transfer the property together with the residual term of its land use rights at no extra land premium payable to the Government; and

• (ii) Changchun China Overseas Property Co., Ltd. has obtained the relevant approval and permit to develop the property.

— 89 —

APPENDIX I

VALUATION REPORT

(8) The status of title and grant of major approvals and licences in accordance with the information provided to us by the COP Group and the aforesaid legal opinion are as follows:

Certificate for the Use of State-owned Land of plot 1 No Certificate for the Use of State-owned Land of plot 2 Yes Grant Contract of Land Use Rights Yes Planning Permit for Construction Use of Land Yes Business Licence Yes

— 90 —

VALUATION REPORT

APPENDIX I

Property

Description and tenure

Capital value in Particulars of existing state as at occupancy 30 September 2005

1. A plot of land situated at the southwest of Yantian Harbor, Yantian District, Shenzhen

The property comprises a plot of land having a total site area of approximately 84,102.36 sq.m. (905,278 sq.ft.) which is specified for residential use.

As advised by the COP Group, the residential site of the property is planned to be developed into a residential development comprising lowrise residential buildings and villas with approximate gross floor areas, which is covered by the Planning Permit for Construction Use of Lands in Note 3 below, as follows:

The property RMB271,000,000 was a vacant (60% interest site. attributable to the COP Group: RMB162,600,000)

Property Low-rise residential and villa Commercial Kindergarten Total and 500 car parks.	Approximate Gross Floor Area sq.m. sq.ft. 77,000.00 828,828 4,000.00 43,056 3,000.00 32,292 84,000.00 904,176	Approximate Gross Floor Area sq.m. sq.ft. 77,000.00 828,828 4,000.00 43,056 3,000.00 32,292 84,000.00 904,176
		904,176

The land use rights of the property have been granted for a term of 70 years from 2 April 2002 to 1 April 2072 for the residential use.

Notes:

• (1) According to Real Estate Certificate No.7000010412 dated 15 August 2002, the land use rights of the property, comprising a site area of 84,102.36 sq.m., have been granted to , a 60% owned subsidiary of the COP Company, for a term of 70 years from 2 April 2002 to 1 April 2072 for the residential use.

• (2) According to Transfer Contract of Land Use Rights No.2000-07 and its supplementary agreement entered in between and (subsequently renamed as ) on 30 September 2000, the land use rights of the property, comprising a site area

• of 84,102.36 sq.m., have been transferred to at total fee of approximately RMB49,620,947 (i.e. RMB590 per sq.m.).

The building covenant for completion is unspecified.

— 91 —

APPENDIX I

VALUATION REPORT

• (3) According to Planning Permit for Construction Use of Lands No. 07-2002-0006 issued by Shenzhen Planning and Lands Bureau Yantian Branch on 24 January 2002, the planning scheme of the property has been approved as follows:

• (i) Site Area: 84,102.40 sq.m. (ii) Total Gross Floor Area: 84,000.00 sq.m.

  • (a) Villa and low-rise residential: 77,000.00 sq.m. (b) Commercial: 4,000 sq.m. (c) Kindergarten: 3,000 sq.m.

• (iii) Land Use: Residential (iv) Plot Ratio: ≤1.00 (v) Building coverage: ≤25% (vi) Car park space: 500

• (4) According to Business Licence No. 4403011033816 dated 27 August 2004, has been incorporated with a registered capital of RMB5,000,000 for a valid operation period from 19 October 1999 to 19 October 2049.

• (5) The opinion of the COP Group’s PRC legal adviser states that:

• (i) has obtained the Real Estate Certificate of the Property with a total site area of 84,102.36 sq.m.. is in possession of a proper legal title to the property and is entitled to transfer the property together with the residual term of its land use rights at no extra land premium payable to the Government; and

• (ii) has obtained the relevant approval and permit to develop the property with a total gross floor area of 84,000 sq.m..

• (6) The status of title and grant of major approvals and licences in accordance with the information provided to us by the COP Group and the aforesaid legal opinion are as follows:

Real Estate Certificate Yes Transfer Contract of Land Use Rights Yes Planning Permit for Construction Use of lands Yes Business Licence Yes

— 92 —

VALUATION REPORT

APPENDIX I

				Capital value in
			Particulars of	existing state as at
	Property	Description and tenure	occupancy	30 September 2005
21.	A plot of land	Primrose Villa is planned as 2 phases.	The property is	RMB138,000,000
	(Phase 2 of		currently a
	Primrose Villa)	The property comprises a plot of land having a	vacant site.
	situated at Liuyue	total site area of approximately 106,073.88
	Village,	sq.m. (1,141,779 sq.ft.).
	Henggang Town,
	Longgang District,	As advised by the COP Group, the property is
	Shenzhen	planned to be developed into Phase 2 of
		Primrose Villa, a residential and commercial
		compound having a total gross floor area of
		approximately 138,000 sq.m..
		However, since no Grant Contract of Land Use
		Rights in respect of change of use to residential,
		we have valued it as industrial use.
		The land use rights of the property have been
		granted for a term of 50 years from 28
		December 1995 to 27 December 2045 for the
		industrial use.

Notes:

• (1) According to Real Estate Certificate No.6000119015 issued by Shenzhen Planning and lands Bureau on 15 August 2002, the land use rights of the property, comprising a site area of 106,073.88 sq.m., have been granted to , a wholly owned subsidiary of the COP Company, for a term of 50 years from 28 December

• 1995 to 27 December 2045 for the industrial use.

As advised by the COP Group, application for change of land use for Phase 2 of Primrose Villa from industrial to residential use is being processed by the Government. The estimated extra land premium payable is at the similar rate as Phase 1 of Primrose Villa. However, since no Grant Contract of Land Use Rights in respect of Change of Use to residential, we have valued it as industrial use.

• (2) According to the Business Licence No. 109833 dated 9 October 2004, Shenzhen China Overseas Property Company Limited has been incorporated with a registered capital of HK$50,000,000 for a valid operation period from 27 April 1997 to 27 April 2017.

• (3) According to Agreement of Change of Terms on Grant Contract of Land Use Rights No. (1996) 0018, 0019, 0020 entered in between Shenzhen Planning and Lands Resources Bureau (Party A) and (subsequently renamed as (Party B) dated 25 September 2003, the land use terms of the Phase 1 and 2 of Primrose Villa has been amended as follows:-

• (i) Site Area:

219,349.90 sq.m. in which 109,998.60 sq.m. is changed into commercial and residential use (As revised by the COP Group, this is Phase 1 of Primrose Villa.), whilst the remaining portion (109,351.30 sq.m. “now revised as 106,073.88 sq.m., see Note 1 above”) remain unchanged as industrial use (As revised by the COP Group, this is Phase 2 of Primrose Villa.).

— 93 —

VALUATION REPORT

APPENDIX I

• (ii) Land Use Terms : (a) Commercial and residential site (named as Lot No. G072030074): 70 years from 23 September 2003 to 22 September 2073 for commercial and residential use (As revised by the COP Group, this is Phase 1 of Primrose Villa.);

• (b) Industrial site: 50 years from 28 December 1995 to 28 December 2045 for industrial uses (As revised by the COP Group, this is Phase 2 of Primrose Villa.)

• (iii) Extra Land Premium : RMB 32,466,370 (including Land Grant Fee of RMB 3,246,640 and Ancillary Construction Cost of RMB 29,219,730) (As revised by the COP Group, this is Phase 1 of Primrose Villa.)

• (iv) Plot Ratio : Less than 1.3

The building covenant for completion is unspecified.

• (4) The opinion of the COP Group’s PRC legal adviser states that:

• (i) has obtained the Real Estate Certificate of the Property with a total site area of 106,073.88 sq.m.. is in possession of a proper legal title to the property and is entitled to transfer the property together with the residual term of its land use rights at no extra land premium payable to the Government; and

• (ii) has obtained the relevant approval and permit to develop the property.

• (5) The status of title and grant of major approvals and licences in accordance with the information provided to us by the COP Group and the aforesaid legal opinion are as follows:

Real Estate Certificate Yes Agreement of Change of Terms on Grant Contract of Land Use Rights Yes Business Licence Yes

— 94 —

VALUATION REPORT

APPENDIX I

Property

Description and tenure

Capital value in Particulars of existing state as at occupancy 30 September 2005

1. A plot of land situated in Henggang town, Longgang District, Shenzhen

The property comprises a plot of land having a total site area of approximately 174,999.24 sq.m. (1,883,692 sq.ft.) which is specified for commercial and residential use.

The property was a vacant site.

RMB370,000,000

As advised by the COP Group, the commercial and residential site of the property is planned to be developed into a residential compound with approximate gross floor areas, which is covered by Grant Contract of Land Use Rights in Note 2 below, as follows:

Property Residential Commercial Ancillary Total	Approximate Gross Floor Area sq.m. sq.ft. 202,298.10 2,177,537 2,000.00 21,528 5,700.00 61,355 209,998.10 2,260,420	Approximate Gross Floor Area sq.m. sq.ft. 202,298.10 2,177,537 2,000.00 21,528 5,700.00 61,355 209,998.10 2,260,420
		2,260,420

and 1214 basement car parks.

The land use rights of the property have been granted for a term of 70 years from 11 August 2003 to 10 August 2073 for the commercial and residential use.

Notes:

• (1) According to Real Estate Certificate No. 6000106240 issued by Shenzhen Planning and Lands Bureau, the land use rights of the property, comprising a site area of 174,999.24 sq.m., have been granted to for a term of 70 years from 11 August 2003 to 10 August 2073 for the commercial and residential use.

— 95 —

VALUATION REPORT

APPENDIX I

• (2) According to Grant Contract of Land Use Rights No. (2003)5080 entered in between Shenzhen Planning and Lands Bureau and on 11 August 2003, the land use rights of the property, have been granted to as follows:

(i) Site Area: 174,999.24 sq.m. (ii) Total Gross Floor Area: 209,998.10 sq.m. (a) Residential: 202,298.10 sq.m. (b) Commercial: 2,000 sq.m. (c) Ancillary facility: 5,700 sq.m.

(iii) Land Use: Commercial and residential (iv) Land Use Term: 70 years from 11 August 2003 to 10 August 2073 (v) Plot Ratio: ≤1.2 (vi) Building coverage: ≤25%

The building covenant for completion is unspecified.

• (3) According to Planning Permit for Construction Use of Lands No. 06-2001-0550 issued by Shenzhen Planning and Lands Bureau Longgang Branch on 8 September 2003, the property comprising a site area of 174,999.24 sq.m. and a gross floor area of 209,998.10 sq.m. which has been approved.

• (4) According to the Business Licence No. 110517 dated 17 September 2004, has been incorporated with a registered capital of RMB610,200,000 for a valid operation period from 8 September 1998 to 8 September 2022.

• (5) The opinion of the COP Group’s PRC legal adviser states that:

• (i) has obtained the Real Estate Certificate of the property with a total site area of 174,999.24 sq.m.. is in possession of a proper legal title to the property and is entitled to transfer the property together with the residual term of its land use rights at no extra land premium payable to the Government; and

• (ii) has obtained the relevant approval and permit to develop the property with a total gross floor area of 209,998.10 sq.m..

• (6) The status of title and grant of major approvals and licences in accordance with the information provided to us by the COP Group and the aforesaid legal opinion are as follows:

Real Estate Certificate Yes Grant Contract of Land Use Rights Yes Planning Permit for Construction Use of Lands Yes Business Licence Yes

— 96 —

GENERAL INFORMATION

APPENDIX II

1. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts not contained in this circular, the omission of which would make any statement herein misleading.

2. DISCLOSURE OF INTERESTS BY DIRECTORS AND CHIEF EXECUTIVE

As at the Latest Practicable Date, the interests and short positions of the Directors and the chief executive of the Company in the shares, underlying shares and debentures of the Company and its associated corporation (within the meaning of Part XV of the SFO) which (a) were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they are taken or deemed to have under such provisions of the SFO); or (b) were required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein; or (c) were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Companies of the Listing Rules, to be notified to the Company and the Stock Exchange were as follows:

• (a) Long positions in ordinary shares of the Company and associated corporation

					Number of	% of total
				Nature of	ordinary	issued
	Interests in	Name of Director	Capacity	interests	shares held	shares
1.	The Company	Kong Qingping	Beneficial owner	Personal	3,600,000	0.056%
		Yao Peifu	Beneficial owner	Personal	4,000,000	0.063%
		Cui Duosheng	Beneficial owner	Personal	2,940,000	0.046%
		Hao Jian Min	Beneficial owner	Personal	1,880,000	0.029%
		Wu Jianbin	Beneficial owner	Personal	2,216,000	0.035%
		Jin Xinzhong	Beneficial owner	Personal	590,000	0.009%
		Wang Man Kwan, Paul	Beneficial owner	Personal	200,000	0.003%
		Li Kwok Po, David	Beneficial owner	Personal	200,000	0.003%
2.	China State	Kong Qingping	Beneficial owner	Personal	200,000	0.041%
	Construction	Yao Peifu	Beneficial owner	Personal	922,222	0.187%
	(fellow subsidiary)	Cui Duosheng	Beneficial owner	Personal	163,333	0.033%
		Wu Jianbin	Beneficial owner	Personal	91,111	0.019%
		Jin Xinzhong	Beneficial owner	Personal	15,000	0.003%
		Wang Man Kwan, Paul	Beneficial owner	Personal	200,000	0.041%
		Li Kwok Po, David	Beneficial owner	Personal	11,111	0.002%

— 97 —

GENERAL INFORMATION

APPENDIX II

(b) Long positions in underlying shares of the Company and associated corporation

				Share options	Share options
			Number of ordinary shares attached to the share options
						Outstanding
			Outstanding	Granted	Exercised	at the Latest
			at 1 January	during the	during the	Practicable	Exercise	Exercise
Interest in	Name of Director	Date of grant	2005	period	period	Date	price	period
The Company	Kong Qingping	17.07.1997	1,000,000	—	—	1,000,000	HK$4.06	17.07.1998 to
								16.07.2007
		14.02.1998	10,720,000	—	(280,000)	10,440,000	HK$1.08	14.02.1999 to
								13.02.2008
		30.09.1998	920,000	—	(460,000)	460,000	HK$0.52	30.09.1999 to
								29.09.2008
		04.01.2000	1,200,000	—	(400,000)	800,000	HK$0.58	04.01.2001 to
								03.01.2010
		18.06.2004	3,360,000	—	—	3,360,000	HK$1.13	18.06.2005 to
								17.06.2014
			17,200,000		(1,140,000)	16,060,000
	Yao Peifu	17.07.1997	3,800,000	—	—	3,800,000	HK$4.06	17.07.1998 to
								16.07.2007
		14.02.1998	15,000,000	—	(800,000)	14,200,000	HK$1.08	14.02.1999 to
								13.02.2008
		30.09.1998	1,000,000	—	(500,000)	500,000	HK$0.52	30.09.1999 to
								29.09.2008
		04.01.2000	1,200,000	—	(400,000)	800,000	HK$0.58	04.01.2001 to
								03.01.2010
		18.06.2004	2,880,000	—	—	2,880,000	HK$1.13	18.06.2005 to
								17.06.2014
			23,880,000		(1,700,000)	22,180,000
	Cui Duosheng	17.07.1997	1,000,000	—	—	1,000,000	HK$4.06	17.07.1998 to
								16.07.2007
		14.02.1998	9,000,000	—	(480,000)	8,520,000	HK$1.08	14.02.1999 to
								13.02.2008
		30.09.1998	720,000	—	(360,000)	360,000	HK$0.52	30.09.1999 to
								29.09.2008
		04.01.2000	1,020,000	—	(340,000)	680,000	HK$0.58	04.01.2001 to
								03.01.2010
		18.06.2004	2,880,000	—	—	2,880,000	HK$1.13	18.06.2005 to
								17.06.2014
			14,620,000		(1,180,000)	13,440,000

— 98 —

GENERAL INFORMATION

APPENDIX II

Share options

				Number of ordinary shares attached to the share options	Number of ordinary shares attached to the share options	Number of ordinary shares attached to the share options	Number of ordinary shares attached to the share options
							Outstanding
				Outstanding	Granted	Exercised	at the Latest
				at 1 January	during the	during the	Practicable	Exercise	Exercise
**Interest **	in	Name of Director	Date of grant	2005	period	period	Date	price	period
		Hao Jian Min	17.07.1997	550,000	—	—	550,000	HK$4.06	17.07.1998 to
									16.07.2007
			14.02.1998	640,000	—	(160,000)	480,000	HK$1.08	14.02.1999 to
									13.02.2008
			30.09.1998	360,000	—	(180,000)	180,000	HK$0.52	30.09.1999 to
									29.09.2008
			04.01.2000	720,000	—	(240,000)	480,000	HK$0.58	04.01.2001 to
									03.01.2010
			18.06.2004	2,880,000	—	(576,000)	2,304,000	HK$1.13	18.06.2005 to
									17.06.2014
				5,150,000		1,156,000	3,994,000
		Wu Jianbin	17.07.1997	550,000	—	—	550,000	HK$4.06	17.07.1998 to
									16.07.2007
			14.02.1998	640,000	—	(160,000)	480,000	HK$1.08	14.02.1999 to
									13.02.2008
			30.09.1998	360,000	—	(180,000)	180,000	HK$0.52	30.09.1999 to
									29.09.2008
			04.01.2000	780,000	—	(260,000)	520,000	HK$0.58	04.01.2001 to
									03.01.2010
			18.06.2004	2,880,000	—	(576,000)	2,304,000	HK$1.13	18.06.2005 to
									17.06.2014
				5,210,000		(1,176,000)	4,034,000
		Xiao Xiao	17.07.1997	600,000	—	—	600,000	HK$4.06	17.07.1998 to
									16.07.2007
			14.02.1998	540,000	—	—	540,000	HK$1.08	14.02.1999 to
									13.02.2008
			30.09.1998	400,000	—	—	400,000	HK$0.52	30.09.1999 to
									29.09.2008
			04.01.2000	780,000	—	—	780,000	HK$0.58	04.01.2001 to
									03.01.2010
			18.06.2004	2,000,000	—	—	2,000,000	HK$1.13	18.06.2005 to
									17.06.2014
				4,320,000			4,320,000

— 99 —

GENERAL INFORMATION

APPENDIX II

				Share options	Share options
			Number of ordinary shares attached to the share options
							Outstanding
			Outstanding	Granted	Exercised		at the Latest
			at 1 January	during the	during the		Practicable	Exercise	Exercise
Interest in	Name of Director	Date of grant	2005	period		period	Date	price	period
	Jin Xinzhong	17.07.1997	200,000	—		—	200,000	HK$4.06	17.07.1998 to
									16.07.2007
		14.02.1998	240,000	—		(60,000)	180,000	HK$1.08	14.02.1999 to
									13.02.2008
		30.09.1998	100,000	—		(50,000)	50,000	HK$0.52	30.09.1999 to
									29.09.2008
		04.01.2000	480,000	—	(160,000)		320,000	HK$0.58	04.01.2001 to
									03.01.2010
		18.06.2004	1,600,000	—	(320,000)		1,280,000	HK$1.13	18.06.2005 to
									17.06.2014
			2,620,000		(590,000)		2,030,000
	Cheung Shiu Kit	17.07.1997	1,000,000	—		—	1,000,000	HK$4.06	17.07.1998 to
									16.07.2007
		18.06.2004	2,880,000	—		—	2,880,000	HK$1.13	18.06.2005 to
									17.06.2014
			3,880,000				3,880,000
China State	Kong Qingping	04.11.2005	—	1,200,000		—	1,200,000	HK$1.03	14.09.2006 to
Construction									13.09.2015
	Yao Peifu	04.11.2005	—	1,050,000		—	1,050,000	HK$1.03	14.09.2006 to
									13.09.2015
	Cui Duosheng	04.11.2005	—	1,200,000		—	1,200,000	HK$1.03	14.09.2006 to
									13.09.2015
	Hao Jian Min	04.11.2005	—	1,050,000		—	1,050,000	HK$1.03	14.09.2006 to
									13.09.2015
	Wu Jianbin	04.11.2005	—	1,050,000		—	1,050,000	HK$1.03	14.09.2006 to
									13.09.2015
	Xiao Xiao	04.11.2005	—	1,050,000		—	1,050,000	HK$1.03	14.09.2006 to
									13.09.2015
	Jin Xinzhong	04.11.2005	—	720,000		—	720,000	HK$1.03	14.09.2006 to
									13.09.2015
	Wang Man Kwan,	04.11.2005	—	400,000		—	400,000	HK$1.03	14.09.2006 to
	Paul								13.09.2015
	Cheung Shiu Kit	04.11.2005	—	700,000		—	700,000	HK$1.03	14.09.2006 to
									13.09.2015

Save as disclosed above, as at the Latest Practicable Date, none of the Directors and chief executive of the Company hold any interest or short position in the shares, underlying shares and debentures of the Company or any of its associated corporation (within the meaning of the SFO) notifiable to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they are taken or deemed to have under such provisions of the SFO) or which are required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein, or which are required, pursuant to the Model Code for Securities Transactions by Directors of Listed Companies of the Listing Rules, to be notified to the Company and the Stock Exchange.

— 100 —

GENERAL INFORMATION

APPENDIX II

There is no contract or arrangement subsisting at the Latest Practicable Date in which any of the Directors is materially interested and which is significant in relation to the business of the Group.

None of the Directors has had any direct or indirect interest in any assets which have since 31 December 2004 (being the date to which the latest published audited financial statements of the Company were made up) been acquired or disposed of by or leased to or are proposed to be acquired or disposed of by or leased to any member of the Group.

3. SUBSTANTIAL SHAREHOLDERS

• (a) As at the Latest Practicable Date, according to the register kept by the Company under Section 336 of the SFO, the following persons and companies were interested in 5% or more in the shares or underlying shares of the Company which fall to be disclosed to the Company under Divisions 2 and 3 of Part XV of the SFO:

	Number of
	ordinary shares	Percentage
Name of shareholder	of HK$0.1 each	of interest
COHL (Note)	3,269,174,800	51.01%
CSCEC (Note)	3,269,174,800	51.01%

• Note: Mr. Kong Qingping is also a director of CSCEC and COHL. Messrs. Yao Peifu, Cui Duosheng, Hao Jian Min, Wu Jianbin, Xiao Xiao, Jin Xinzhong and Cheung Shiu Kit are also directors of COHL.

COHL is a direct wholly owned subsidiary of CSCEC, thus CSCEC is deemed by the SFO to be interested in 3,269,174,800 Shares directly owned by COHL.

Save as disclosed above, none of the Directors are directors or employees of a company which, and so far as was known to the Directors or chief executive of the Company, there was no other person (other than the Directors or chief executive of the Company) who, as at the Latest Practicable Date, had an interest or short position in the shares and underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO.

— 101 —

GENERAL INFORMATION

APPENDIX II

• (b) As at the Latest Practicable Date, so far as is known to the Directors or chief executive of the Company, the following persons (other than the Director or chief executive of the Company) were, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any member of the Group:

				Name of Substantial	Percentage of
Name of Subsidiaries				Shareholders	Shareholdings
Macwan Finance (			Limited )	Brilliant Fortune Properties Limited ( )	20%
				Golden Properties Finance Limited	10%
Maxjet (		Finance Limited )		Goldmond Finance Company Limited	10%
Macwan Limited ( )				Rich Tower Properties Limited ( )	20%
				Golden Queen	10%
				International Limited
Maxjet (		Company )	Limited	Goldmond Company Limited	10%
Macfull Finance (			Limited )	Denmore Limited	20%
				Smart Winner	10%
				Development Limited
				( )
				Top Brain Development Limited ( )	10%
Macfull Limited ( )				Denmore Limited	20%
				Smart Winner	10%
				Development Limited
				( )
				Top Brain Development Limited ( )	10%

— 102 —

GENERAL INFORMATION

APPENDIX II

==> picture [408 x 617] intentionally omitted <==

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|---|---|---|---|---|---|---|---|
|Name|of|Substantial|Percentage|of|
|Name|of|Subsidiaries|Shareholders|Shareholdings|
|Nanjing|China|Overseas|Contemporary|Developments|Ltd.|25%|
|Wolong|Real|Estate|(|)|
|Development|Limited|
|(|)|
|Nanjing|China|Overseas|Contemporary|Developments|Ltd.|25%|
|Xiandai|Real|Estate|(|)|
|Development|Limited|
|(|)|
|Shenzhen|China|Overseas|Rihuitai|Shenzhen|Gangpengji|Investment|35%|
|Property|Development|Limited|Development|Limited|
|(|)|
|(formally|known|as|
|Shenzhen|Haipeng|Property|
|Development|Limited|
|(|))|
|Shanghai|Haixing|Real|Shanghai|Zhongcheng|Venture|49%|
|Estate|Limited|Group|Real|Estate|Limited|
|(|)|(|)|
|Beijing|Zhonghai|Seagarden|Benefit|Sales|Limited|28%|
|Real|Estate|Development|(|)|
|Co.,|Ltd.|
|(|
|)|
|Shenzhen|China|Overseas|Shenzhen|Rongxiang|Investment|24.5%|
|Freight|Co.,|Ltd.|Co.,|Ltd.|(|)|
|(|)|
|Guangzhou|China|Overseas|Dongjiang|Industrial|and|10%|
|Science|City|Residential|Park|Development|Company|Limited|
|Development|Co.,|Ltd.|(|)|
|(|)|
|China|Overseas|Property|Shenzhen|China|Overseas|11%|
|Group|Co.,|Ltd.|Investment|Management|Co.,|
|(|)|Ltd.|
|(|)|
|(i.e.|SCO)|

----- End of picture text -----

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GENERAL INFORMATION

APPENDIX II

==> picture [408 x 629] intentionally omitted <==

----- Start of picture text -----

|||||||||||
|---|---|---|---|---|---|---|---|---|---|
|Name|of|Substantial|Percentage|of|
|Name|of|Subsidiaries|Shareholders|Shareholdings|
|Nanchang|COB|Infrastructure|Ltd.|Nanchang|Daqiao|Co.,|Ltd.|44.76%|
|(|)|(|)|
|Nanchang|COVC|City|Nanchang|Daqiao|Co.,|Ltd.|44.76%|
|Bridges|Ltd.|(|)|
|(|)|
|Nanchang|COIL|City|Nanchang|Daqiao|Co.,|Ltd.|44.76%|
|Bridges|Ltd.|(|)|
|(|)|
|Taixing|China|Overseas|Qiwei|Taixing|Taitong|Investment|30%|
|Ferry|Establishment|Co.,|Ltd.|Development|Company|Limited|
|(|)|(|)|
|Taixing|Haotong|Qiwei|Qidu|Taixing|Taitong|Investment|30%|
|Transport|Co.,|Ltd.|Development|Company|Limited|
|(|)|(|)|
|Shandong|Haitian|Construction|and|Shandong|Municipal|Construction|40%|
|Decoration|Co.,|Ltd.|Corporation|(|)|
|(|)|
|Beijing|Jiayide|Real|Estate|Beijing|Lidi|Property|Co.,|Ltd.|20%|
|Development|Co.,|Ltd.|(|)|
|(|)|
|China|Overseas|Sino|Land|Sino|Land|(Sichuan)|Co.,|Ltd.|20%|
|(Chengdu)|Property|(|)|
|Development|Co.,|Ltd.|
|(|)|
|Nanjing|Lishui|China|Nanjing|Yuanhao|Investment|25%|
|Overseas|Longze|Real|Estate|Consulting|Co.,|Ltd.|
|Development|Co.,|Ltd.|(|)|
|(|
|)|
|Nanjing|Lishui|China|Nanjing|Yuanhao|Investment|25%|
|Overseas|Longrun|Real|Estate|Consulting|Co.,|Ltd.|
|Development|Co.,|Ltd.|(|)|
|(|
|)|

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GENERAL INFORMATION

APPENDIX II

==> picture [408 x 275] intentionally omitted <==

----- Start of picture text -----

||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
|Name|of|Substantial|Percentage|of|
|Name|of|Subsidiaries|Shareholders|Shareholdings|
|Nanjing|Changjiang|Second|Nanjing|Communications|35%|
|Bridge|Company|Limited|Construction|&|Investment|
|(|)|Holdings|(Group)|Co.,|Ltd.|
|(|
|)|
|Shenzhen|China|Overseas|Hai|Jing|Shenzhen|Zheng|Tong|Hong|Xing|40%|
|Shan|Zhuang|Property|Industrial|Development|Co.|Ltd.|
|Development|Co.|Ltd.|(|)|
|(|
|)|
|Shenzhen|China|Overseas|Shenzhen|Sheng|Yi|Run|Property|49%|
|Shenzhen|Wan|Property|Development|Co.|Ltd.|
|Development|Co.|Ltd.|(|)|
|(|
|)|

----- End of picture text -----

Save as disclosed above, the Directors or chief executive of the Company are not aware of any person who was, as at the Latest Practicable Date, directly or indirectly interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meeting of any member of the Group or in any options in respect of such capital.

4. SERVICE CONTRACTS

As at the Latest Practicable Date, no Director had a service contract with any member of the Group which is not expiring or determinable by the Company within one year without the payment of compensation other than statutory compensation.

5. MATERIAL ADVERSE CHANGE

The Directors are not aware of any material adverse change in the financial or trading position of the Group since 31 December 2004, the date to which the latest published audited accounts of the Company were made up.

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GENERAL INFORMATION

APPENDIX II

6. COMPETING BUSINESS INTERESTS OF DIRECTORS

As at the Latest Practicable date, the interests of the Directors in the businesses (other than those businesses where the Directors were appointed as directors to represent the interests of the Company and/or member of the Group) which are considered to compete or are likely to compete, either directly or indirectly, with the businesses of the Group were as follows:

	Name of entity
	whose businesses	Description of
	are considered to	businesses of the
	compete or likely	entity which are
	to compete with	considered to compete	Nature of interest
	the businesses of	or likely to compete	of the Director in
	the Group	with the businesses of	COHL/CSCEC
Name of Director	(Notes 1 & 2)	the Group	(Notes 1 & 2))
Mr. Kong Qingping	COHL/CSCEC	Property development	director
		and investment
Mr. Yao Peifu	COHL	Property development	director
		and investment
Mr. Cui Duosheng	COHL	Property development	director
		and investment
Mr. Wu Jianbin	COHL	Property development	director
		and investment
Mr. Xiao Xiao	COHL	Property development	director
		and investment
Mr. Jin Xinzhong	COHL	Property development	director
		and investment
Mr. Cheung Shiu Kit	COHL	Property development	director
		and investment

Notes:

1. Including the subsidiaries of such entities (except the Company).

2. CSCEC is the ultimate holding company of the Company and the intermediate holding company of COHL.

Save as disclosed above, the Company had not been notified of any other relationship among the directors, senior management or substantial or controlling shareholders of the Company.

As the Board operates independently of the boards of these companies, the Group operates its business independently of, and at arm’s length from, the business of these companies.

7. EXPERTS

Each of Access Capital and the Valuer has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter and references to its name and letter or report (as the case may be) in the form and context in which it appears.

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GENERAL INFORMATION

APPENDIX II

The qualification of the independent financial adviser and the Valuer who has given advice contained in this circular is set out as follows:

Name

Qualification

Access Capital A licensed corporation under the SFO, and engaged in types 1, 4, 6 and 9 regulated activities

DTZ Debenham Tie Leung Limited Qualified property valuer

Each of Access Capital and the Valuer has confirmed that it has no shareholding in any member of the Group or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

Each of Access Capital and the Valuer has confirmed that it does not have any interest, direct or indirect, in any assets which have been acquired or disposed of by or leased to any member of the Group, or which are proposed to be acquired or disposed of by or leased to any member of Group since 31 December 2004, being the date to which the latest published audited consolidated financial statements of the Company were made up.

The letter of Access Capital and the valuation report of the Valuer are given as of the date of this circular for incorporation herein.

8. MISCELLANEOUS

• (a) The registered office of the Company is 10/F, Three Pacific Place, 1 Queen’s Road East, Hong Kong.

• (b) The share registrar of the Company is Standard Registrars Limited of G/F, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong.

• (c) The qualified accountant of the Company is Wang Man Kwan, Paul, a member of The Hong Kong Institute of Certified Public Accountants.

• (d) The company secretary of the Company is Keith Cheung, Solicitor.

• (e) The English text of this circular will prevail over the Chinese text.

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GENERAL INFORMATION

APPENDIX II

9. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection during business hours at the office of the Company at 10/F, Three Pacific Place, 1 Queen’s Road East, Hong Kong from the date of this circular up to and including 29 December, 2005:

• (a) the “Letter from the Independent Board Committee” as set out in this circular;

• (b) the “Letter from Access Capital” as set out in this circular;

• (c) the “Valuation Report” as set out in Appendix I to this circular;

• (d) the Acquisition Agreement;

• (e) the SCOCE Engagement Agreement;

• (f) the CSC Engagement Agreement; and

• (g) the CCE Macau Engagement Agreement.

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PROCEDURES FOR VOTING BY POLL AT GENERAL MEETING

APPENDIX III

Pursuant to Article 75 of the Articles, every resolution submitted to a general meeting shall be determined on a show of hands in the first instance by the Shareholders present in person, but a poll may be demanded (before or on the declaration of the result of the show of hands or on withdrawal of any other demand for a poll) by the Chairman or by:

• (a) at least 3 Shareholders present in person (or, in the case of a member being a corporation, by its duly authorised representative) or by proxy having the right to vote at the meeting; or

• (b) a Shareholder or Shareholders present in person (or, in the case of a member being a corporation, by its duly authorised representative) or by proxy representing not less than one-tenth of the total voting rights of all the Shareholders having the right to vote at the meeting; or

• (c) a Shareholder or Shareholders present in person (or, in the case of a member being a corporation, by its duly authorised representative) or by proxy holding shares conferring a right to vote at the meeting, being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring the right.

Unless a poll be so demanded and not withdrawn, a declaration by the Chairman that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour or against such resolution.

In accordance with the requirement under Chapter 13 of the Listing Rules, the Company will publish an announcement in newspapers of the results of any voting by poll at the general meeting on the business day following the meeting.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

==> picture [427 x 58] intentionally omitted <==

(incorporated in Hong Kong with limited liability)

(Stock Code: 688)

NOTICE IS HEREBY GIVE N that an extraordinary general meeting of the shareholders of China Overseas Land & Investment Limited (the “Company”) will be held at 11/F, Three Pacific Place, 1 Queen’s Road East, Hong Kong on Thursday, 29 December 2005 at 2:30 p.m. for the purpose of considering and, if thought fit, passing the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

• 1 “THAT :

• (a) the Acquisition Agreement (as defined in the circular of the Company dated 12 December 2005 (the “Circular”)), (a copy of which is tabled at the meeting and marked “A” and initialled by the chairman of the meeting for identification purpose), pursuant to which (Guangzhou China Overseas Property Company Limited) agreed to

• acquire 11% of the existing registered capital of (China Overseas Property Group Co., Ltd.) on terms set out therein, and the transaction contemplated thereunder be and are hereby approved, ratified and confirmed; and

• (b) any one director of the Company, or any two directors of the Company if the affixation of the common seal is necessary, be and is/are hereby authorised for and on behalf of the Company to execute all such other documents, instruments and agreements and to do all such acts or things deemed by him/her to be incidental to, ancillary to or in connection with the matters contemplated in the Acquisition Agreement.”

• 2 “THAT :

• (a) (i) the SCOCE Engagement Agreement (as defined in the Circular) (a copy of which is tabled at the meeting and marked “B” and initialled by the chairman of the meeting for identification purpose) and the continuing connected transaction contemplated thereunder and the implementation thereof be and are hereby approved, ratified and confirmed;

  • (ii) the SCOCE Cap (as defined in the Circular) for the three financial years ending 31 December 2008 be and is hereby approved;

• (b) (i) the CSC Engagement Agreement (as defined in the Circular) (a copy of which is tabled at the meeting and marked “C” and initialled by the chairman of the meeting for identification purpose) and the continuing connected transaction contemplated thereunder and the implementation thereof be and are hereby approved, ratified and confirmed;

— 110 —

NOTICE OF EXTRAORDINARY GENERAL MEETING

• (ii) the CSC Cap (as defined in the Circular) for the three financial years ending 31 December 2008 be and is hereby approved;

• (c) (i) the CCE Macau Engagement Agreement (as defined in the Circular) (a copy of which is tabled at the meeting and marked “D” and initialled by the chairman of the meeting for identification purpose) and the continuing connected transaction contemplated thereunder and the implementation thereof be and are hereby approved, ratified and confirmed;

• (ii) the CCE Macau Cap (as defined in the Circular) for the three financial years ending 31 December 2008 be and is hereby approved; and

• (d) any one director of the Company, or any two directors of the Company if the affixation of the common seal is necessary, be and is/are hereby authorised for and on behalf of the Company to execute all such other documents, instruments and agreements and to do all such acts or things deemed by him/her to be incidental to, ancillary to or in connection with the matters contemplated in the SCOCE Engagement Agreement, the CSC Engagement Agreement and the CCE Macau Engagement Agreement.”

By Order of the Board

China Overseas Land & Investment Limited

Kong Qingping Chairman and Chief Executive

Hong Kong, 12 December 2005

Registered office:

10/F, Three Pacific Place, 1 Queen’s Road East, Hong Kong

— 111 —

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

1. A form of proxy for use at the meeting is enclosed herewith.

2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of any officer, attorney or other person authorised to sign the same.

3. Any member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him/her. A proxy need not be a member of the Company.

4. In order to be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, must be lodged at the office of the Company’s share registrar, Standard Registrars Limited, G/F, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong, not less than 48 hours before the time appointed for holding the meeting or any adjourned meeting thereof (as the case may be).

5. Completion and return of the form of proxy will not preclude members from attending and voting in person at the meeting or at any adjourned meeting thereof (as the case may be) should they so wish, and in such event, the form of proxy shall be deemed to be revoked.

6. Where there are joint registered holders of any share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the meeting, whether in person or by proxy, the joint registered holders present whose name stands first on the register of members in respect of the shares shall be accepted to the exclusion of the votes of the other registered holders.

— 112 —