Beijing Urban Construction Design & Development Group Co., Limited — Proxy Solicitation & Information Statement 2007

Nov 29, 2007

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 licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China Overseas Land & Investment Ltd., you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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.

(incorporated in Hong Kong with limited liability)

(Stock Code: 688)

DISCLOSEABLE AND CONNECTED TRANSACTION SUBSCRIPTION OF SHARES BY

CHINA STATE CONSTRUCTION INTERNATIONAL HOLDINGS LIMITED IN A COMPANY HOLDING THE PROPERTY DEVELOPMENT IN CHONGQING AND ZHUHAI AND NOTICE OF EXTRAORDINARY GENERAL MEETING

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

A letter from the Board is set out on pages 4 to 13 of this circular and a letter from the Independent Board Committee is set out on pages 14 to 15 of this circular. A letter from Somerley Limited, the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders is set out on pages 16 to 24 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 Thursday, 27 December 2007 at 11:00 a.m. is set out on pages 34 to 35 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 share registrar of China Overseas Land & Investment Ltd., Tricor Standard Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, 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.

30 November 2007

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Letter from Somerley . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
Appendix I — General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	25
Appendix II — Procedures for voting by poll at general meeting . . . . . . . . . . . . . . .	33
Notice of Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	34

— i —

DEFINITIONS

In this circular, the following expressions have the following meanings unless the context requires otherwise:

“associate” has the meaning ascribed to it under the Listing Rules “Board” the board of Directors “Chongqing Feng Ying” (translated as Chongqing Feng Ying Real Estates Development Co. Ltd.), a company established under the laws of the PRC on 11 September 2007, is wholly owned by Speedy Champ and its principal business is property development “Chongqing Property” a piece of land in the central business district of Chongqing, the PRC with a site area of approximately 1,002,400 square feet located at Jiangbei City ( ) of Jiangbei District ( ) B02-1, B03-1, B03-2, B04-1, B04-3, B05-1, B05-3 , owned by Chongqing Feng Ying “COHL” China Overseas Holdings Limited, a company incorporated in Hong Kong and is a substantial shareholder of the Company and CSCIH

• “Company” China Overseas Land & Investment Limited, a company incorporated in Hong Kong, the shares of which are listed on the Main Board of the Stock Exchange

• “Completion” completion of the Shareholders’ Agreement

• “CSCEC” China State Construction Engineering Corporation, a PRC state-owned enterprise organised and existing under the laws of the PRC, being the ultimate controlling shareholder of the Company and CSCIH

“CSCIH” China State Construction International Holdings Limited, a company incorporated in the Cayman Islands, the shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 3311)

• “CSCIH Directors” the directors of CSCIH

“CSCIH Independent the shareholders of CSCIH, other than COHL and its Shareholders” associates

“Directors” the directors of the Company “EGM” the extraordinary general meeting of the Company to be convened to consider and, if thought fit, to approve the Shareholders’ Agreement

— 1 —

DEFINITIONS

”Eton” Eton Investments Limited ( ), a company incorporated in Hong Kong on 15 September 1992, is wholly owned by the Company and its principal business is investment holding “Group” the Company and its subsidiaries “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Independent Board Committee” an independent committee of the Board, consisting of Dr. Li Kwok Po, David, Mr. Lam Kwong Siu and Dr. Wong Ying Ho, Kennedy, all being independent non-executive Directors “Independent Financial Adviser” Somerley Limited, the independent financial adviser to the or “Somerley” Independent Board Committee and the Independent Shareholders in relation to the entering into of the Shareholders’ Agreement and a corporation licensed to carry out type 1 (dealings in securities), type 4 (advising on securities), type 6 (advising on corporate finance) and type 9 (assets management) regulated activities under the SFO “Independent Shareholders” Shareholders other than COHL and its associates “JV Co” Proud Sea International Limited ( ), a company incorporated in the British Virgin Islands, wholly owned by the Company at the date of the Shareholders’ Agreement and will be owned by the Company and CSCIH in the proportion of 90% and 10% respectively on Completion

“JV Co Board” the board of directors of JV Co “JV Share(s)” shares of JV Co “JV Shareholders” the Company and CSCIH, shareholders of JV Co on Completion “Latest Practicable Date” 23 November 2007, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “PRC” The Peoples’ Republic of China “RMB” Renminbi, the lawful currency of the PRC

— 2 —

DEFINITIONS

==> picture [456 x 564] intentionally omitted <==

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

||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|“SFO”|the|Securities|and|Futures|Ordinance|(Chapter|571|of|the|
|Laws|of|Hong|Kong)|
|“Share”|or|“Shares”|ordinary|share(s)|of|the|Company|of|HK$0.10|each|
|“Shareholder(s)”|holder(s)|of|the|Share(s)|
|“Shareholders’|Agreement”|the|shareholders’|agreement|relating|to|JV|Co|made|between|
|the|Company,|CSCIH|and|JV|Co|on|7|November|2007|
|“Shareholders’|Loan(s)”|shareholders’|loan(s)|to|be|provided|by|the|Company|and/or|
|CSCIH|to|JV|Co|from|time|to|time,|which|as|at|9|November|
|2007|was|approximately|RMB413.33|million|(equal|to|
|approximately|HK$427.30|million),|all|attributable|to|the|
|Company|
|“Speedy|Champ”|Speedy|Champ|Investments|Limited|(|),|a|
|company|incorporated|in|Hong|Kong|on|1|August|2007|and|
|engaged|in|property|development,|is|owned|as|to|45%|by|Eton|
|and|55%|by|Harbour|Centre|Development|Limited|(Stock|
|code:|51),|the|shares|of|which|are|listed|on|the|Main|Board|of|
|the|Stock|Exchange|
|“Stock|Exchange”|The|Stock|Exchange|of|Hong|Kong|Limited|
|“Warrantholder(s)”|holder(s)|of|the|warrants|issued|by|the|Company|in|2007|
|“Widenews”|Widenews|Company|Limited|(|),|a|company|
|incorporated|in|Hong|Kong|on|1|August|1996,|is|wholly|
|owned|by|the|Company|and|its|principal|business|is|
|investment|holding|and|property|development|
|“Zhuhai|Property”|a|piece|of|land|lot|located|in|Zhuhai,|East|of|Yan|He|Road,|
|south|of|San|Tai|Shi|Road,|Qian|Shan,|Zhuhai,|the|Land|
|Registration|Code:|No.|Zhu|Guo|Tu|Chu|2007-02|
|(|,|2007-02),|
|owned|by|Zhuhai|Widenews|
|“Zhuhai|Widenews”|(translated|as|Guang|Yi|Real|
|Estate|Development|(Zhuhai)|Limited|Company),|a|company|
|established|under|the|laws|of|the|PRC|on|7|August|2007,|is|
|wholly|owned|by|Widenews|and|its|principal|business|is|
|property|development|and|investment|

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

Unless otherwise specified in this circular, amounts denominated in Renminbi have been converted, for the purpose of illustration only, into Hong Kong dollars at the rate of RMB0.9673 = HK$1.00. The exchange rate is for the purpose of illustration only and does not constitute a representation that any amount has been, could have been or may be converted at the above rate or any other rates.

* The English names are only translations of the official Chinese names. In case of inconsistency, the Chinese names prevail.

— 3 —

LETTER FROM THE BOARD

(incorporated in Hong Kong with limited liability)

(Stock Code: 688)

Executive Directors:

Mr. Kong Qingping (Chairman) Mr. Hao Jian Min (Vice Chairman and Chief Executive Officer) Mr. Xiao Xiao (Vice Chairman)

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

Mr. Wu Jianbin Mr. Chen Bin Mr. Zhu Yijian Mr. Luo Liang Mr. Wang Man Kwan, Paul

Independent Non-executive Directors:

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

30 November 2007

To the Shareholders and for information only, the Warrantholders

Dear Sir or Madam,

DISCLOSEABLE AND CONNECTED TRANSACTION SUBSCRIPTION OF SHARES BY

CHINA STATE CONSTRUCTION INTERNATIONAL HOLDINGS LIMITED IN A COMPANY HOLDING THE PROPERTY DEVELOPMENT IN CHONGQING AND ZHUHAI AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The Directors announced on 9 November 2007 that after the trading hours on 7 November 2007, the Company, CSCIH and JV Co entered into the Shareholders’ Agreement whereby CSCIH will pay HK$7.8 to subscribe for one (1) JV Share in JV Co so that upon Completion, the Company and CSCIH will own JV Co in the proportion of 90% and 10%. The Company has extended a Shareholders’ Loan (standing at approximately RMB 413.33 million (equivalent to approximately HK$427.3 million) as at 9 November 2007) to JV Co. In order to align the contribution of the Company and CSCIH to the Shareholders’ Loan of JV Co to the proportion of 90% and 10% respectively, CSCIH will extend a

— 4 —

LETTER FROM THE BOARD

Shareholders’ Loan to JV Co on Completion so that JV Co may repay 10% of the Shareholders’ Loan due from the Company on Completion. Future Shareholders’ Loan, if any, will be extended by the Company and CSCIH in the proportion of 90% and 10%. JV Co is a wholly owned subsidiary established by the Company for developing the Chongqing Property and the Zhuhai Property.

COHL is interested as to approximately 51.72% of the issued share capital of the Company and as to approximately 62.08% of the issued share capital of CSCIH. Accordingly, transactions between the Company (and/or its subsidiaries) and CSCIH (and/or its subsidiaries) constitute connected transactions for the Company.

As the applicable percentage ratios computed pursuant to Rule 14.04(9) of the Listing Rules for the Company in respect of the entering into the Shareholders’ Agreement exceeds 5% but is less than 25%, the entering into the Shareholders’ Agreement constitutes a discloseable and connected transaction and is subject to the reporting, announcement and independent shareholders’ approval requirements for the Company.

The purpose of this circular is to provide you with, among other things,

• the particulars of the Shareholders’ Agreement;

• the letter from the Independent Board Committee with their view on the Shareholders’ Agreement and the transactions contemplated thereunder; and

• the letter from Somerley with their advice on the Shareholders’ Agreement and the transactions contemplated thereunder to the Independent Board Committee and the Independent Shareholders,

as well as to seek the approval of the Independent Shareholders in respect of the entering into the Shareholders’ Agreement and the transactions contemplated thereunder.

DISCLOSEABLE AND CONNECTED TRANSACTION IN RELATION TO SUBSCRIPTION OF JV SHARES BY CSCIH

The Shareholders’ Agreement

Date:

• 7 November 2007

Parties:

• (a) The Company;

• (b) CSCIH; and

• (c) JV Co

— 5 —

LETTER FROM THE BOARD

Purpose of JV Co:

JV Co is formed for the purpose of investment holding with investment in the Chongqing Property and the Zhuhai Property.

Conditions precedent:

Completion of the Shareholders’ Agreement is conditional upon, among others, the following conditions being satisfied (or waived by the Company or CSCIH (excluding conditions 1 and 2 as stated below)):

1. The Independent Shareholders approving the Shareholders’ Agreement and the transactions contemplated therein as may be required by the Listing Rules;

2. The CSCIH Independent Shareholders approving the Shareholders’ Agreement and the transactions contemplated therein as may be required by the Listing Rules; and

3. All the warranties as stated in the Shareholders’ Agreement remain true and correct on Completion.

Consideration:

CSCIH will pay HK$7.8 to subscribe for one (1) JV Share so that upon Completion, the Company and CSCIH will own JV Co in the proportion of 90% and 10%. The Company has extended a Shareholders’ Loan (standing at approximately RMB 413.33 million (equivalent to approximately HK$427.3 million) as at 9 November 2007) to JV Co. In order to align the contribution of the Company and CSCIH to the Shareholders’ Loan of JV Co to the proportion of 90% and 10% respectively, CSCIH will extend a Shareholders’ Loan to JV Co on Completion such that JV Co can repay 10% of the Shareholders’ Loan advanced by the Company. Future Shareholders’ Loan, if any, will be extended by the Company and CSCIH in the proportion of 90% and 10%.

The Company and CSCIH expect that the estimated total investment in the Zhuhai Property and the Chongqing Property that is attributable to JV Co is approximately RMB2,912 million (for the Zhuhai Property) and approximately RMB1,593 million (for the Chongqing Property). Accordingly, the total capital commitment for JV Co will be in the amount of approximately RMB4,505 million (equal to approximately HK$4,657 million). No definite plan has been fixed for the funding of the outstanding capital commitment for JV Co but both the Company and CSCIH expect that it would be funded by internal resources and bank borrowings of JV Co. Further announcement will be made as required by the Listing Rules relating to the further funding of JV Co.

— 6 —

LETTER FROM THE BOARD

Terms and conditions:

Certain salient terms and conditions of the Shareholders’ Agreement are as follows:

1. The Company and CSCIH hold 90% and 10% shareholding in JV Co respectively.

2. JV Co shall raise capital and obtain financing to meet its financial requirements by such means and amounts as JV Co Board determines from time to time.

3. The Company and CSCIH shall be responsible severally to contribute to JV Co’s financing requirements in the proportion of 90% and 10%.

4. If the JV Shareholders are required to extend guarantees or to provide securities in respect of JV Co’s borrowing from banks, financial institutions or other third parties, the liability of the Company and CSCIH under such guarantees or other securities shall be several and in the proportion of 90% and 10%.

5. JV Co Board shall consist of not less than two directors and all of them (including the chairman of JV Co) will be appointed by the Company.

6. The quorum for a general meeting of JV Co shall be constituted by two JV Shareholders representing the Company and CSCIH respectively.

7. The JV Shareholders shall not dispose of the JV Shares respectively held by them without the consent of the other.

— 7 —

LETTER FROM THE BOARD

INFORMATION ABOUT JV CO

On 9 November 2007, the corporate structure of JV Co is shown as follows:

==> picture [318 x 262] intentionally omitted <==

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

The Company
100%
The JV Co
(Note 1(b)) (Note 1(a))
100% 100% 100%
Widenews Widenews
Eton
(ordinary shares) (preference share)
100% 100% 45%
Speedy Champ
Other investments Zhuhai Widenews
(Note 2)
100% 100%
Chongqing
The Zhuhai Property
Feng Ying
100%
The Chongqing
Property
----- End of picture text -----

Immediately after the Completion, the corporate structure of JV Co is shown as follows:

==> picture [318 x 262] intentionally omitted <==

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

The Company CSCIH
90% 10%
The JV Co
(Note 1(b)) (Note 1(a))
100% 100% 100%
Widenews Widenews
Eton
(ordinary shares) (preference share)
100% 100% 45%
Speedy Champ
Other investments Zhuhai Widenews
(Note 2)
100% 100%
Chongqing
The Zhuhai Property
Feng Ying
100%
The Chongqing
Property
----- End of picture text -----

— 8 —

LETTER FROM THE BOARD

Note 1(a): JV Co holds all the preference share in Widenews. All interest in Zhuhai Widenews is attributed to the holder of the preference share.

Note 1(b): The Company also holds indirectly the ordinary shares in Widenews. All other investment interests held by Widenews (excluding Zhuhai Widenews) are attributed to the holder of the ordinary shares.

Note 2: Harbour Centre Development Limited, a company incorporated in Hong Kong, the shares of which are listed on the Main Board of the Stock Exchange, owns 55% shareholding in Speedy Champ.

JV Co was incorporated on 15 August 2007 as a wholly owned subsidiary of the Company. It has not commenced any business and no financial statements has been prepared. As at 9 November 2007, total investment of the Company in JV Co is RMB 413.33 million (equal to approximately HK$427.30 million). Upon Completion, JV Co will be owned by the Company and CSCIH in the proportion of 90% to 10%. It will remain to be and will be consolidated in the books of the Company as its subsidiary.

Information about Eton:

As at the Latest Practicable Date, Eton is directly wholly owned by JV Co with an issued share capital of HK$2.00 divided into two (2) shares of HK$1.00 each. It is an investment holding company directly holding 45% shareholding in Speedy Champ, which in turn directly owns the entire equity interests in Chongqing Feng Ying, which directly owns the entire interest in the Chongqing Property.

According to the management accounts of Eton prepared in accordance with general acceptable accounting standards in Hong Kong, as at 29 October 2007, the unaudited net liabilities of Eton was HK$91,910.

For the year ended 31 December 2006, the unaudited net loss before and after taxation and extraordinary items were HK$5,550 and HK$5,550 respectively.

For the year ended 31 December 2005, the audited net loss before and after taxation and extraordinary items were HK$5,800 and HK$5,800 respectively.

Information about Widenews:

Widenews is an investment holding company holding various investment interests including the entire equity interest in Zhuhai Widenews. As at the Latest Practicable Date, Widenews is a wholly owned subsidiary of the Company in which the Company indirectly holds all the ordinary shares (through its wholly owned subsidiary) and one (1) preference share through JV Co. The entire interest in Zhuhai Widenews will be attributed to the holder of the preference share and the remaining assets and undertakings held by Widenews will be attributed to the holder of the ordinary shares.

According to the management accounts of Widenews prepared according to general acceptable accounting standards in Hong Kong, as at 29 October 2007, the unaudited net asset value of Widenews attributable to its interest in the Zhuhai Property was approximately HK$120,000.

— 9 —

LETTER FROM THE BOARD

Since the Zhuhai Property was only acquired by Zhuhai Widenews in 2007, there was no profit or loss attributed to JV Co or Widenews from the Zhuhai Property for the two financial years ended 31 December 2005 and 2006 respectively.

Information about Chongqing Property:

By way of public bidding on 24 September 2007, Chongqing Feng Ying acquired the land use rights of the Chongqing Property from Chongqing Municipal Bureau of Land Resources and Housing Management at a total land premium of RMB2,540 million (equal to approximately HK$2,626 million). The land premium is payable in stages with the final balance of the land premium payable on 20 December 2008. Details of the Chongqing Property are set out as follows:

Location of the site: a piece of land in the central business district of Chongqing, the PRC located at Jiangbei City ( ) of Jiangbei District ( ) B02-1, B03-1, B03-2, B04-1, B04-3, B05-1, B05-3

Area of the site: approximately 1,002,400 square feet Total gross floor area can be approximately 4,588,000 square feet built: Purpose: development for residential properties for sale Term of land use rights: 40 years for commercial use and 50 years for residential use commencing from the date of signing a formal contract

Land premium payment terms:

Date of payment Amount paid/payable (RMB) 19 September 2007 310.01 million (being deposit for the bidding) (paid on schedule) 22 October 2007 155.03 million (paid on schedule) 20 November 2007 310.00 million (paid on schedule) 20 March 2008 465.00 million 20 June 2008 310.00 million 20 September 2008 494.98 million 20 December 2008 494.98 million Total 2,540 million (equal to approximately HK$2,626 million)

— 10 —

LETTER FROM THE BOARD

The estimated total investment for the development of Chongqing Property (including land premium) is approximately RMB3,540 million (equal to approximately HK$3,660 million).

Information about Zhuhai Property:

By way of public auction held on 28 September 2007, Zhuhai Widenews acquired the land use rights of the Zhuhai Property from The Bureau of Land Resources Zhuhai at a total land premium of approximately RMB677.80 million (equal to approximately HK$700.71 million). The land premium is payable in stages with the final balance of the land premium payable on ninety days after signing of the land use rights contract relating to the Zhuhai Property on 30 September 2007. Details of the Zhuhai Property are set out as follows:

Location of the site:

East of Yan He Road, South of San Tai Shi Road, Qian Shan, Zhuhai, the Land Registration Code: No. Zhu Guo Tu Chu 2007-02 ( 2007-02 )

Area of the plot:

approximately 927,430 square feet divided into three land lots S1 = approximately 256,520 square feet, S2 = approximately 464,660 square feet, S3 = approximately 206,250 square feet

• Total gross floor area can be built:

approximately 4,169,000 square feet

Approved purposes:

office, hotel, service apartment, commercial for S1; office, commercial, transportation associate facilities for S2; and residential for S3.

Term of land use rights:

50 years for office, 50 years for hotel, 70 years for service apartment, 40 years for commercial, 70 years for residential, all commencing 30 days from the date when all the final balance of land premium payable under the land use rights contract has been paid.

Land premium payment terms:

Date of payment

Amount paid/payable (RMB)

• 30 September 2007 (date of signing the land use rights contract)

• 67.78 million (paid on schedule)

• Thirty days after the date of signing the land use rights contract

• 135.56 million (paid on schedule)

— 11 —

LETTER FROM THE BOARD

Sixty days after the date of 203.34 million signing the land use rights contract Ninety days after the date of 271.12 million signing the land use rights contract

Total 677.80 million (equal to approximately HK$700.71 million)

The estimated total investment for the development of Zhuhai Property (including land premium) is approximately RMB2,912 million (equal to approximately HK$3,010 million).

EFFECT ON THE EARNINGS AND ASSETS AND LIABILITIES OF THE COMPANY IN RELATION TO THE SUBSCRIPTION OF JV SHARES BY CSCIH

The Board does not expect any material impact on the earnings and the net assets value following completion of the subscription of JV Shares by CSCIH.

REASONS AND BENEFITS FOR THE SUBSCRIPTION OF JV SHARES BY CSCIH

It is the policy of the Company to include different cooperation models such as joint venture, cooperation with funds or merger and acquisition as supplement to organise growth. The Company has entered into joint ventures with other property developers before. Also, the Company can make use of CSCIH’s expertise in property construction to achieve synergy in the Chongqing Property and the Zhuhai Property development.

The Directors (including the independent non-executive Directors whose views have been set out in this circular to be despatched to the Shareholders together with the advice of the Independent Financial Adviser who has been appointed in advising them) believe that the Shareholders’ Agreement are on normal commercial terms and are fair and reasonable and it is in the interests of the Company and the Shareholders as a whole to enter into the Shareholders’ Agreement.

GENERAL

The Company is principally engaged in property development and investment project management, infrastructure project investments, investment holding, real estate agency and management and treasury operations.

COHL is interested as to approximately 51.72% of the issued share capital of the Company and as to approximately 62.08% of the issued share capital of CSCIH. Accordingly, transactions between the Company (and/or its subsidiaries) and CSCIH (and/or its subsidiaries) constitute connected transactions for the Company.

The Shareholders’ Agreement was entered into by the Company, CSCIH and JV Co after trading hours on 7 November 2007. There were no prior transactions between the Company and CSCIH or their respective associates which the Directors believe would require aggregation under Rule 14.22

— 12 —

LETTER FROM THE BOARD

and 14A.25 of the Listing Rules. As the applicable percentage ratios computed pursuant to Rule 14.04(9) of the Listing Rules for the Company in respect of the entering into the Shareholders’ Agreement exceeds 5% but is less than 25%, the entering into the Shareholders’ Agreement constitutes a discloseable and connected transaction and is subject to the reporting, announcement and independent shareholders’ approval requirements for the Company.

An Independent Board Committee has been formed to advise the Independent Shareholders as to whether, in its opinion, the transactions contemplated under the Shareholders’ Agreement are on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Somerley has been appointed to advise the Independent Board Committee and the Independent Shareholders in respect of the transactions contemplated under the Shareholders’ Agreement. The votes of the Independent Shareholders to be taken at the EGM to approve the Shareholders’ Agreement and the transaction contemplated thereunder will be taken by poll where COHL and its associates will abstain from voting.

EXTRAORDINARY GENERAL MEETING

Set out on pages 34 and 35 of this circular is a notice convening the EGM to be held at 11/F., Three Pacific Place, 1 Queen’s Road East, Hong Kong on Thursday, 27 December 2007 at 11:00 a.m. at which all ordinary resolution will be proposed to the Independent Shareholders to consider and, if thought fit, approve the Shareholders’ Agreement and the transactions contemplated thereunder.

A form of proxy for use at the 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 share registrar of the Company, Tricor Standard Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, 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 II to this circular.

RECOMMENDATION

Your attention is drawn to the letter of advice from the Independent Board Committee and the letter from Somerley as set out on pages 14 to 15 and 16 to 24 respectively to this circular.

Your attention is also drawn to the additional information set out in the appendix to this circular and the notice of the EGM.

Yours faithfully, By Order of the Board China Overseas Land & Investment Ltd. Kong Qingping Chairman

— 13 —

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

(incorporated in Hong Kong with limited liability)

(Stock Code: 688)

30 November 2007

To the Independent Shareholders

Dear Sir or Madam,

DISCLOSEABLE AND CONNECTED TRANSACTION SUBSCRIPTION OF SHARES BY CHINA STATE CONSTRUCTION INTERNATIONAL HOLDINGS LIMITED IN A COMPANY HOLDING THE PROPERTY DEVELOPMENT IN CHONGQING AND ZHUHAI AND NOTICE OF EXTRAORDINARY GENERAL MEETING

We refer to the circular dated 30 November 2007 (the “Circular”) issued by the Company to its Shareholders of which this letter forms part. Terms defined in the Circular shall have the same meanings herein unless the context otherwise requires.

We have been appointed to form the Independent Board Committee to advise the Independent Shareholders as to whether, in our opinion, the transactions contemplated under the Shareholders’ Agreement are on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Somerley has been appointed to advise the Independent Board Committee and the Independent Shareholders in respect of the terms of the Shareholders’ Agreement and the transactions contemplated thereunder.

We wish to draw your attention to the letter from the Board, as set out on pages 4 to 13 of this Circular and the text of a letter of advice from Somerley, as set out on pages 16 to 24 of this Circular, both of which provide details of the Shareholders’ Agreement.

Having considered the terms of the Shareholders’ Agreement, the advice of Somerley and the relevant information contained in the letter from the Board, we are of the opinion that the transactions contemplated under the Shareholders’ Agreement are on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

— 14 —

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

Accordingly, we recommend the Independent Shareholders to vote in favour of the ordinary resolution as set out in the notice of the EGM to be held on 27 December 2007.

Yours faithfully, For and on behalf of

Independent Board Committee of China Overseas Land & Investment Ltd.

Li Kwok Po, David Independent Non-executive Director

Lam Kwong Siu Independent Non-executive Director

Wong Ying Ho, Kennedy Independent Non-executive Director

— 15 —

LETTER FROM SOMERLEY

The following is the letter of advice from the Independent Financial Adviser, Somerley Limited, to the Independent Board Committee and the Independent Shareholders, which has been prepared for the purpose of inclusion in this circular.

SOMERLEY LIMITED

10th Floor The Hong Kong Club Building 3A Chater Road Central Hong Kong

30 November 2007

• To: the Independent Board Committee and the Independent Shareholders

Dear Sirs,

DISCLOSEABLE AND CONNECTED TRANSACTION SUBSCRIPTION OF SHARES BY CHINA STATE CONSTRUCTION INTERNATIONAL HOLDINGS LIMITED IN A COMPANY HOLDING THE PROPERTY DEVELOPMENT IN CHONGQING AND ZHUHAI

We refer to our appointment to advise the Independent Board Committee and the Independent Shareholders on the terms of the Shareholders’ Agreement entered into among the Company, CSCIH and JV Co on 7 November 2007 and the transactions contemplated under the Shareholders’ Agreement, in respect of which the Independent Shareholders’ approval is being sought. Details of the Shareholders’ Agreement are set out in the letter from the Board contained in the circular of the Company to the Shareholders and the Warrantholders dated 30 November 2007 (the “Circular”), of which this letter forms part. Capitalised terms used in this letter shall have the same meanings as those defined in the Circular.

As at the Latest Practicable Date, based on the records of the Company, COHL was interested in approximately 51.7% of the issued share capital of the Company and is therefore a connected person of the Company for the purposes of the Listing Rules. CSCIH, being an associate of COHL, is also a connected person of the Company under the Listing Rules. Accordingly, the entering into of the Shareholders’ Agreement constitutes a connected transaction for the Company under the Listing Rules and is conditional on approval of the Independent Shareholders at the EGM in accordance with the Listing Rules.

The Independent Board Committee, comprising all of the three independent non-executive Directors, namely Messrs Li Kwok Po, David, Lam Kwong Siu and Wong Ying Ho, Kennedy, has been established to make a recommendation to the Independent Shareholders on whether (1) the terms of the Shareholders’ Agreement are on normal commercial terms and are fair and reasonable so far as the

— 16 —

LETTER FROM SOMERLEY

Independent Shareholders are concerned; and (2) the entering into of the Shareholders’ Agreement is in the interests of the Company and the Shareholders as a whole. We, Somerley Limited, have been appointed to advise the Independent Board Committee and the Independent Shareholders in this regard.

In formulating our opinion, we have relied on the information and facts supplied, and the opinions expressed, by the executive Directors and management of the Company and have assumed that the information and facts provided and opinions expressed to us are true, accurate and complete in all material aspects at the time they were made and up to the date of the EGM. We have also sought and received confirmation from the executive Directors that no material facts have been omitted from the information supplied and opinions expressed to us. We have relied on such information and consider that the information we have received is sufficient for us to reach our advice and recommendation as set out in this letter and to justify our reliance on such information. We have no reason to believe that any material information has been withheld, nor doubt the truth or accuracy of the information provided. We have, however, not conducted any independent investigation into the business and affairs of the Group, the JV Co, CSCIH and its subsidiaries, nor have we carried out any independent verification of the information supplied.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In considering whether the terms of the Shareholders’ Agreement are fair and reasonable so far as the Independent Shareholders are concerned, we have taken into account the principal factors and reasons set out below:

1. Background to the Shareholders’ Agreement

(i) Information on the Group and CSCIH

The Group is principally engaged in property development and investment project management, infrastructure project investments, investment holding, real estate agency and management and treasury operations. As at the Latest Practicable Date, the Company owned 100% interest of the JV Co. According to the annual report of the Company for the year ended 31 December 2006 (the “2006 Annual Report”), approximately 90.5% of the total consolidated turnover of the Group was derived from property development and investment businesses. In 2007, the Group continues to concentrate its efforts and resources in the development of the property business in the PRC and to strengthen further the nationwide expansion development strategy. The Group balances the market risks by spreading its projects over a number of major cities in the PRC and also Hong Kong and Macau. It was stated in the Group’s unaudited 2007 interim report that the Group acquired several parcels of land in the PRC and Hong Kong during the six months period ended 30 June 2007, including eight parcels of land in six major cities in the PRC, increasing the total land bank to over 17.7 million square metres.

— 17 —

LETTER FROM SOMERLEY

CSCIH is principally engaged in building construction and civil engineering works in Hong Kong, and has construction projects in Macau, Dubai, India and the PRC. According to CSCIH’s annual report for the year ended 31 December 2006, CSCIH Group recorded consolidated turnover of approximately HK$10.3 billion in 2006. The table below sets out the contracts on hand as at 30 June 2007 and new contracts awarded after 30 June 2007 as disclosed in CSCIH’s unaudited 2007 interim report:

	**Contracts on hand **	**Contracts on hand **	as at	New contracts awarded	New contracts awarded
		30 June 2007		after 30 June 2007
		Attributable	Uncompleted		Attributable
	Number of	contract	contract	Number of	Contract
	contracts	sum	sum	contracts	sum
		HK$ billion	HK$ billion		HK$ billion
Hong Kong projects
Building construction	27	10.09	6.72	—	—
Civil engineering works	15	5.92	2.93	2	0.24
Other	5	0.20	0.11	2	0.02
Macau projects	15	13.14	11.29	—	—
Dubai projects	6	5.29	3.75	—	—
India project	1	0.30	0.12	—	—
The PRC project	1	0.10	0.10	—	—
Total	70	35.04	25.02	4	0.26

— 18 —

LETTER FROM SOMERLEY

(ii) Information on the JV Co

The JV Co was incorporated in British Virgin Islands on 15 August 2007 and was a wholly owned subsidiary of the Company as at the date of the Shareholders’ Agreement. The JV Co is indirectly interested in two properties located in Chongqing and Zhuhai, the PRC.

The corporate structure of the JV Co as at the Latest Practicable Date was illustrated below:

==> picture [318 x 262] intentionally omitted <==

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

The Company
100%
The JV Co
(Note 1(b)) (Note 1(a))
100% 100% 100%
Widenews Widenews
Eton
(ordinary shares) (preference share)
100% 100% 45%
Speedy Champ
Other investments Zhuhai Widenews
(Note 2)
100% 100%
Chongqing
The Zhuhai Property
Feng Ying
100%
The Chongqing
Property
----- End of picture text -----

Note 1(a) : The JV Co holds the sole preference share in Widenews. All the interest in Zhuhai Widenews is attributed to the holder of the preference share.

Note 1(b) : The Company also indirectly holds the ordinary shares in Widenews. All other investment interests held by Widenews (excluding Zhuhai Widenews) are attributed to the holder of the ordinary shares.

Note 2 : Harbour Centre Development Limited, a company listed on the Main Board of the Stock Exchange, owns a 55% shareholding in Speedy Champ.

Eton is an investment holding company, the principal asset of which is its 45% interests in Speedy Champ which owns the entire equity interests in Chongqing Feng Ying, which in turn directly owns the entire interest in the Chongqing Property.

Widenews is an investment holding company with various investment interests including the entire equity interest in Zhuhai Widenews. As at the Latest Practicable Date, Widenews was a wholly owned subsidiary of the Company. The Company indirectly holds all the ordinary shares

— 19 —

LETTER FROM SOMERLEY

of Widenews through its wholly owned subsidiary, and the sole preference share of Widenews through the JV Co. The entire interest in Zhuhai Widenews is attributable to the holder of the preference share. The remaining assets and undertakings held by Widenews are attributable to the holder of the ordinary shares.

The JV Co does not hold any ordinary shares of Widenews. All the ordinary shares of Widenews are held by the Company. As advised by the Directors, such shareholding structure allows the separation of interests attributable to the Zhuhai Property from all other investment interests of Widenews.

(iii) Information on the Chongqing Property and the Zhuhai Property

On 24 September 2007, Chongqing Feng Ying acquired the land use rights of the Chonging Property, by way of public auction, from Chongqing Municipal Bureau of Land Resources and Housing Management at a total land premium of RMB2,540.0 million (equivalent to approximately HK$2,625.9 million). The Chongqing Property is a piece of vacant land in the central business district of Chongqing, located at Jiangbei City of Jiangbei District with a site area of approximately 1,002,400 square feet and total gross floor area can be built of approximately 4,588,000 square feet. It is intended to be developed into residential properties for sale. The term of the land use rights is 40 years for commercial use and 50 years for residential use commencing from the date of signing a formal contract. As at the Latest Practicable Date, the outstanding land premium was approximately RMB1,764.96 million payable by stages with final payment to be made on 20 December 2008. The estimated total investment cost for developing the Chongqing Property (including land premium) is approximately RMB3,540.0 million (equivalent to approximately HK$3,659.7 million).

On 28 September 2007, Zhuhai Widenews acquired the land use rights of the Zhuhai Property, by way of public auction, from the Bureau of Land Resources Zhuhai at a total land premium of approximately RMB677.8 million (equivalent to approximately HK$700.7 million). The land comprises of three land lots located in Zhuhai and is divided into S1 with approximately 256,520 square feet; S2 with approximately 464,660 square feet and S3 with approximately 206,250 square feet. The total area of the land is approximately 927,430 square feet with total gross floor area can be built of approximately 4,169,000 square feet. The land was approved to be used for various purposes including office, hotel, service apartment, commercial for S1; office, commercial, transportation associate facilities for S2 and residential for S3. The term of the land use rights ranges from 40 to 70 years depending on the use of the land. As at the Latest Practicable Date, the outstanding land premium was approximately RMB474.5 million payable by stages with final payment to be made by end of December 2007. The estimated total investment cost for developing the Zhuhai Property (including land premium) is approximately RMB2,912.0 million (equivalent to approximately HK$3,010.4 million).

— 20 —

LETTER FROM SOMERLEY

2. Reasons for the Shareholders’ Agreement

As stated in the Chairman’s statement section of the Company’s 2006 Annual Report, it is the Company’s policy to adopt “Multi Growth Models” as part of its development strategy where joint ventures, cooperation with funds or merger and acquisition will be used to supplement the organic growth of the business. The Company has previously set up joint ventures with major developers for property development projects in the PRC. The entering into of the Shareholders’ Agreement is in line with the Company’s strategy. As advised by the Directors, by introducing CSCIH into the JV Co, the Company can leverage on CSCIH’s expertise in property construction to achieve better evaluation of construction bids and closer supervision of the construction process. The undertaking of construction work for the Chongqing Property and the Zhuhai Property by CSCIH is not a condition under the Shareholders’ Agreement. After Completion, the Company and CSCIH will own the JV Co in the proportion of 90% and 10% respectively. The JV Co will remain as a subsidiary of the Company and its results will continue to be consolidated into the accounts of the Company.

After Completion, the corporate structure of the JV Co will be as follows:

==> picture [318 x 262] intentionally omitted <==

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

The Company CSCIH
90% 10%
The JV Co
(Note 1(b)) (Note 1(a))
100% 100% 100%
Widenews Widenews
Eton
(ordinary shares) (preference share)
100% 100% 45%
Speedy Champ
Other investments Zhuhai Widenews
(Note 2)
100% 100%
Chongqing
The Zhuhai Property
Feng Ying
100%
The Chongqing
Property
----- End of picture text -----

Note 1(a) : The JV Co holds the sole preference share in Widenews. All the interest in Zhuhai Widenews is attributed to the holder of the preference share.

Note 1(b) : The Company also indirectly holds the ordinary shares in Widenews. All other investment interests held by Widenews (excluding Zhuhai Widenews) are attributed to the holder of the ordinary shares.

Note 2 : Harbour Centre Development Limited, a company listed on the Main Board of the Stock Exchange, owns a 55% shareholding in Speedy Champ.

— 21 —

LETTER FROM SOMERLEY

3. Principal terms of the Shareholders’ Agreement

(i) Consideration and total investment of the JV Co

Under the terms of the Shareholders’ Agreement, CSCIH will pay HK$7.8 to subscribe for 1 JV Share and accordingly, the Company and CSCIH will own 9 JV Shares and 1 JV Share respectively, representing 90% and 10% of the issued share capital of the JV Co respectively. The Company and CSCIH anticipate that the estimated total investment (including land premium) in the Chongqing Property and the Zhuhai Property attributable to the JV Co is approximately RMB1,593.0 million and RMB2,912.0 million respectively. Accordingly, the total capital commitment for the JV Co will be approximately RMB4,505.0 million (equivalent to approximately HK$4,657.3 million). Both the Company and CSCIH have not yet fixed any concrete plan for funding the JV Co. However, both the Company and CSCIH expect that it would be funded by internal resources and bank borrowings of the JV Co.

(ii) Funding arrangement of the JV Co

The Shareholders’ Agreement specifies that the JV Co shall raise capital and obtain financing to meet its financial requirements by such means and amounts as the JV Co Board determines from time to time.

As at 9 November 2007, the Company had extended a Shareholders’ Loan in the amount of approximately RMB413.3 million (equivalent to approximately HK$427.3 million) to the JV Co. Pursuant to the Shareholders’ Agreement, CSCIH will, on Completion, also extend a Shareholders’ Loan in the amount of the 10% of the Shareholders’ Loan advanced by the Company to the JV Co. The JV Co will use the entire advance from CSCIH to partly repay the Shareholders’ Loan from the Company. Following such repayment, the Company and CSCIH will be interested in the Shareholders’ Loan in proportion to their respective interests in the JV Co (i.e. 90% and 10% respectively). The Shareholders’ Agreement further stipulates that if further Shareholders’ Loan is required, each of the Company and CSCIH shall, pro-rata to their respective shareholdings in the JV Co, make available to the JV Co further Shareholders’ Loan.

(iii) Liabilities of the Company and CSCIH

The Shareholders’ Agreement states that, if the JV Shareholders are required to extend guarantees or to provide securities in respect of the JV Co’s borrowings from banks, financial institutions or other third parties, the liability of the Company and CSCIH under such guarantees or other securities shall be several and in the proportion of their shareholdings in the JV Co, namely 90% and 10% respectively.

(iv) Management of the JV Co

The JV Co Board shall consist of not less than 2 directors and all of them (including the chairman of the JV Co) shall be appointed by the Company.

— 22 —

LETTER FROM SOMERLEY

• (v) Transfer of interests of the JV Co

The transfer of the JV Shares and the Shareholders’ Loan is subject to the consent of the other JV Shareholder.

• (vi) Conditions precedent

Completion is subject to a number of conditions being satisfied (or waived by the Company or CSCIH except for certain conditions), details of which are set out under the paragraph headed “Conditions precedent” in the letter from the Board of the Circular. If any of the conditions shall not be satisfied or waived (as the case may be) on or before 5:00 p.m. on 31 December 2007 (or such later date as parties to the Shareholders’ Agreement may agree), the Shareholders’ Agreement shall terminate and none of the parties thereto shall have any obligations to the other save for any antecedent breaches.

The Board considers that the terms of the Shareholders’ Agreement are on normal commercial terms and are fair and reasonable, and the entering into of the Shareholders’ Agreement is in the interests of the Company and the Shareholders as a whole.

The terms of the Shareholders’ Agreement specify, among other things, the respective rights and obligations of the Company and CSCIH over the JV Co. In general, their rights and obligations are based on their respective shareholding proportion.

DISCUSSION AND ANALYSIS

The Company has a substantial portfolio of PRC property developments and sees significant further opportunities in this business. To maximise these opportunities and to spread risk to some extent, the Company has begun to involve other partners in its major PRC developments.

At the time of the restructuring of CSCIH to facilitate its listing in 2005, CSCIH, among other things, acquired 100% interests in a project management group from the Company. CSCIH, being familiar with the Company’s operations through being a sister company and the acquisition of the Company’s construction business, is a suitable partner in our opinion for the joint development of the Chongqing Property and the Zhuhai Property and can also contribute expertise in the construction area. There is no commitment, or intention at this stage however, to award any construction contract to CSCIH in respect of these projects, as all contracts will be awarded on an arm’s length basis. The terms of the Shareholders’ Agreement call for each JV Shareholder to contribute to the financing of the projects pro rata and all other obligations and benefits will be shared pro rata to shareholdings in the JV Co.

We concur with the Directors’ strategy that there is a benefit in including partners and risk sharing in major property developments which we consider to be common industry practice. The entering into of the Shareholders’ Agreement will, among other things, lower the Company’s exposure to the Chongqing Property and the Zhuhai Property whilst maintaining full management control of the

— 23 —

LETTER FROM SOMERLEY

JV Co. Although the 10% participation by CSCIH does not represent a major reduction of the funding requirements for the Company, CSCIH’s expertise in the construction phase will be valuable and there is the prospect of further cooperation in the future if a productive partnership is formed.

OPINION

Having taken into account the above principal factors and reasons, we consider that the terms of the Shareholders’ Agreement are on normal commercial terms which are fair and reasonable in so far as the Independent Shareholders are concerned and that the entering into of the Shareholders’ Agreement is in the interests of the Company and the Shareholders as a whole.

Accordingly, we advise the Independent Board Committee to recommend, and we ourselves recommend, the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM to approve the Shareholders’ Agreement and the transactions contemplated thereunder.

Yours faithfully, for and on behalf of SOMERLEY LIMITED M. N. Sabine Chairman

— 24 —

GENERAL INFORMATION

APPENDIX I

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 with regard to the Company and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts with regard to the Company not contained in this circular, the omission of which would make any statement in this circular misleading.

2. DISCLOSURE OF DIRECTORS’ INTERESTS FOR THE COMPANY

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 were 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 Issuers of the Listing Rules, to be notified to the Company and the Stock Exchange were as follows:

• (a) Long position in shares and underlying shares of the Company (all being held in the capacity of beneficial owner)

Name of Director Number of shares held Kong Qingping 7,156,000 Hao Jian Min 3,903,500 Xiao Xiao 2,597,500 Wu Jianbin 3,352,000 Chen Bin 320,000 Zhu Yijian 360,000 Luo Liang 146,750 Wang Man Kwan, Paul 150,000 Li Kwok Po, David 225,000

Number of underlying shares comprised in Total % of shares in issue as at the Latest Practicable Date Share Options Warrants (Note 1) (Note 2) 1,344,000 726,333 9,226,333 0.119% 1,152,000 325,291 5,380,791 0.069% 800,000 216,458 3,613,958 0.047% 1,152,000 — 4,504,000 0.058% 640,000 26,666 986,666 0.013% 520,000 30,000 910,000 0.012% 256,000 12,228 414,978 0.005% — 139,167 289,167 0.004% — 18,750 243,750 0.003%

— 25 —

GENERAL INFORMATION

APPENDIX I

• (b) Long position in shares and underlying shares of associated corporation — CSCIH

(all being held in the capacity of beneficial owner)

		Number of		% of shares
		underlying		in issue as
		shares		at the Latest
	Number of	comprised in		Practicable
Name of Director	shares held	Share Options	Total	Date
		(Note 3)
Kong Qingping	739,200	748,800	1,488,000	0.245%
Hao Jian Min	470,400	655,200	1,125,600	0.185%
Xiao Xiao	420,000	663,600	1,083,600	0.178%
Wu Jianbin	462,000	663,600	1,125,600	0.185%
Chen Bin	144,000	455,040	599,040	0.099%
Zhu Yijian	187,200	561,600	748,800	0.123%
Luo Liang	144,000	499,200	643,200	0.106%
Wang Man Kwan, Paul	—	249,600	249,600	0.041%
Li Kwok Po, David	13,333	—	13,333	0.002%

Notes:

1. The exercise price for the share options is HK$1.13 per share and the exercise period is from 18/06/2005 to 17/06/2014.

2. The exercise price for the warrants is HK$12.50 per share and the exercise period is from 28/08/2007 to 27/08/2008.

3. The exercise price for the share options is HK$0.99 per share and the exercise period is from 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 Part XV of the SFO) which 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 which were required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein, or which were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers of the Listing Rules, to be notified to the Company and the Stock Exchange.

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 2006 (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.

— 26 —

GENERAL INFORMATION

APPENDIX I

3. SUBSTANTIAL SHAREHOLDERS OF THE COMPANY

• (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 which fall to be disclosed to the Company under Divisons 2 and 3 of Part XV of the SFO:

					% of shares
Name of	**Number of shares **		and	**in **	issue as at the
shareholder	**underlying shares **		held	Latest Practicable Date			Capacity
	(Long	(Short	(Lending	(Long	(Short	(Lending
	Position)	Position)	Pool)	Position)	Position)	Pool)
COHL (Note 1)	4,004,712,182	245,197,740	—	51.72%	3.17%	—	Beneficial
							owner, Interest
							of controlled
							corporation
CSCEC (Note 2)	4,004,712,182	245,197,740	—	51.72%	3.17%	—	Interest of
							controlled
							corporation
JP Morgan	454,960,953	23,307,371	212,261,323	5.88%	0.30%	2.74%	Beneficial
Chase & Co.							owner,
(Note 3)							Investment
							manager,
							Custodian/
							Approved
							lending agent

Notes:

1. Amongst the total number of 4,004,712,182 shares held by COHL, 3,689,070,828 were held as beneficial owner while the balance of 315,641,354 was interests of controlled corporations.

2. COHL is a direct wholly owned subsidiary of CSCEC, thus CSCEC is deemed by the SFO to be interested in 4,004,712,182 shares owned by COHL and having a short position in the 245,197,740 shares in which COHL has a short position.

3. Amongst the total number of 454,960,953 shares/underlying shares held by JP Morgan Chase & Co., 43,032,637 shares or underlying shares were held as beneficial owner, 199,666,993 shares or underlying shares were held as investment manager and 212,261,323 shares or underlying shares were held in its capacity as custodian/approved lending agent. The short position in 23,307,371 shares and underlying shares is held in a beneficial capacity.

Save as disclosed in this circular, so far as was known to the Director, none of the Directors is a director or employee of a company which has an interest in the shares which would fall to be disclosed under the provisions of Division 2 and 3 of Part XV of the SFO.

— 27 —

APPENDIX I

GENERAL INFORMATION

• (b) Save as disclosed below, the Directors or chief executive of the Company are not aware of any other person (other than a Director or chief executive of the Company or his/her respective associate(s)) who, at the Latest Practicable Date, was 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 Subsidiaries

• (a) Beijing Zhonghai Seagarden Real Estate Development Co., Ltd. ( )

• (b) China Overseas Sino Land (Chengdu) Property Development Co., Ltd. ( )

• (c) Guangzhou China Overseas Science City Residential Park Development Co., Ltd. ( )

• (d) Macfull Finance Limited ( )

• (e) Macfull Limited ( )

• (f) Macwan Finance Limited ( )

==> picture [229 x 530] intentionally omitted <==

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

|||||||
|---|---|---|---|---|---|
|Name|of|Substantial|Percentage|of|
|Shareholder|Shareholdings|
|Benefit|Sales|Limited|28%|
|(|)|
|Sino|Land|(Sichuan)|Co.,|Ltd.|20%|
|(|)|
|Dongjiang|Industrial|and|10%|
|Development|Company|
|Limited|
|(|)|
|Denmore|Limited|20%|
|Smart|Winner|Development|10%|
|Limited|
|(|)|
|Top|Brain|Development|10%|
|Limited|
|(|)|
|Denmore|Limited|20%|
|Smart|Winner|Development|10%|
|Limited|
|(|)|
|Top|Brain|Development|10%|
|Limited|
|(|)|
|Brilliant|Fortune|Properties|20%|
|Limited|
|(|)|
|Golden|Properties|Finance|10%|
|Limited|

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

— 28 —

GENERAL INFORMATION

APPENDIX I

==> picture [432 x 633] intentionally omitted <==

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

Name of Substantial Percentage of
Name of Subsidiaries Shareholder Shareholdings
(g) Macwan Limited Rich Tower Properties Limited 20%
( ) ( )
Golden Queen International 10%
Limited
(h) Maxjet Company Limited Goldmond Company Limited 10%
( )
(i) Maxjet Finance Limited Goldmond Finance Company 10%
( ) Limited
(j) Nan Chang Cob Infrastructure Ltd. Nan Chang Bridge Ltd. 44.76%
( ) ( )
(k) Nan Chang Covc City Bridge Ltd. Nan Chang Bridge Ltd. 44.76%
( ) ( )
(l) Nan Chang Coil City Bridge Ltd. Nan Chang Bridge Ltd. 44.76%
( ) ( )
(m) Nanjing China Overseas Wolong Contemporary Developments 25%
Real Estate Development Limited Ltd.
( ) ( )
(n) Nanjing China Overseas Xiandai Contemporary Developments 25%
Real Estate Development Limited Ltd.
( ) ( )
(o) Nanjing Lishui China Overseas Nanjing Yuanhao Investment 25%
Longze Real Estate Development Consulting Co., Ltd.
Co., Ltd. ( )
( )
(p) NanJing No.2 Yangtze River Bridge Nan Jing Communications 35%
Ltd. Construction Investment
( ) Control Stock (Group) Co., Ltd.
( )
(q) Shanghai Haixing Real Estate Shanghai Zhongcheng Venture 49%
Limited Group Real Estate Limited
( ) ( )
(r) Shenzhen China Overseas Hai Jing Shenzhen Zheng Tong Hong 40%
Shan Zhuang Property Development Xing Industrial Development
Co. Ltd. Co. Ltd.
( ) ( )
(s) Shenzhen Guang Da Yue Liang Wan China Guang Da International 17%
Pan Property Development Co. Ltd. Affiance Investment Company
( ) ( )
----- End of picture text -----

— 29 —

GENERAL INFORMATION

APPENDIX I

4. LITIGATION

As at the Latest Practicable Date, no member of the Group was engaged in any litigation, arbitration or claim of material importance and no litigation or claim of material importance was known to the Directors to be pending or threatened against any member of the Group.

5. SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had a service contract or a proposed service contract with any member of the Group which is not expiring or determinable by the employer within one year without the payment of compensation (other than statutory compensation).

6. 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 2006, the date to which the latest published audited consolidated financial statements of the Company have been made up.

7. 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:

Messrs. Kong Qingping, Hao Jian Min, Xiao Xiao, Wu Jianbin, Chen Bin, Zhu Yijian and Luo Liang held directorships in CSCEC, the Company’s ultimate holding company, and/or its subsidiaries (but excluding the Group), which are engaged in construction, property development and related business.

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.

Save as disclosed in this section, as at the Latest Practicable Date, none of the Directors and their respective associates had any interest in a business apart from the Group’s business, which competes or is likely to compete directly or indirectly, with the Group’s business and would require disclosure under Rule 8.10 of the Listing Rules.

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GENERAL INFORMATION

APPENDIX I

8. EXPERT

• (a) The following is the qualification of the expert who has given its opinion and advice which are contained in this circular:

Name Qualification

Somerley

a corporation licensed to carry out type 1 (dealings in securities), type 4 (advising on securities), type 6 (advising on corporate finance) and type 9 (assets management) regulated activities under the SFO

• (b) Somerley had 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 as at the Latest Practicable Date.

• (c) Somerley has given and has not withdrawn its written consent to the issue of this circular with inclusion of its letter and references to its name in the form and context in which they appear respectively.

• (d) As at the Latest Practicable Date, Somerley did 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 2006, being the date to which the latest published audited consolidated financial statements of the Company were made up.

• (e) The letter of Somerley is given as of the date of this circular for incorporation herein.

9. GENERAL

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

• (b) The share registrar of the Company is Tricor Standard Limited of 26/F., Tesbury Centre, 28 Queen’s Road East, Hong Kong.

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

• (d) The secretary of the Company is Mr. Cheung Po Keung, Keith, Solicitor of the High Court of Hong Kong Special Administrative Region.

• (e) The English texts of this circular and the accompanying form of proxy shall prevail over the Chinese texts.

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GENERAL INFORMATION

APPENDIX I

10. 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 27 December 2007 (Saturdays and Sundays excepted) and will be available for inspection at the EGM:-

• (a) the Shareholders’ Agreement;

• (b) the letter from the Independent Board Committee, the text of which is set out in the section headed “Letter from the Independent Board Committee” of this circular; and

• (c) the letter from the Independent Financial Adviser, the text of which is set out in the section headed “Letter from Somerley” of this circular.

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APPENDIX II PROCEDURES FOR VOTING BY POLL AT GENERAL MEETING

Pursuant to Article 75 of the Articles of Association of the Company, 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 of such meeting or by:

• (a) at least 3 Shareholders present in person (or, in the case of a Shareholder 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 Shareholder 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 Shareholder 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 accordance with Rule 2.07C of the Listing Rules as soon as possible 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

(incorporated in Hong Kong with limited liability)

(Stock Code: 688)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the shareholders of China Overseas Land & Investment Ltd. (the “ Company ”) will be held at 11/F., Three Pacific Place, 1 Queen’s Road East, Hong Kong on Thursday, 27 December 2007 at 11:00 a.m. for the purpose of considering and, if thought fit, passing the following resolution as ordinary resolution of the Company:

ORDINARY RESOLUTION

“THAT:

• (a) the Shareholders’ Agreement (as defined in the circular of the Company dated 30 November 2007 of which this notice forms part), (a copy of which is tabled at the meeting and marked “A” and initialled by the chairman of the meeting for identification purpose) and the transactions contemplated thereunder and the implementation thereof be and are hereby approved, ratified and confirmed; and

• (b) any one director of the Company be and is 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 to be incidental to, ancillary to or in connection with the matters contemplated in the Shareholders’ Agreement and the transactions contemplated thereunder including the affixing of Common Seal thereon.”

By Order of the Board

China Overseas Land & Investment Ltd. Kong Qingping Chairman

Hong Kong, 30 November 2007

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Registered office:

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

Notes:

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

• (2) 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.

• (3) 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 common seal or under the hand of an officer, attorney or other person authorised to sign the same.

• (4) In order to be valid, the form of proxy, together with the power of attorney (if any) or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, must be deposited at the Company’s share registrar, Tricor Standard Limited, 26/F., Tesbury Centre, 28 Queen’s Road East, 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).

• (5) Where there are joint registered holders of any share, any one of such joint registered 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 registered holders are present at the meeting, whether in person or by proxy, the joint registered holder so 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 joint registered holders.

• (6) 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.

• (7) The register of members of the Company will be closed, for the purpose of determining the identity of members who are entitled to attend and vote at the meeting, from 21 December 2007 (Friday) to 27 December 2007 (Thursday), both days inclusive, during which period no transfers of shares will be effected. In order to be entitled to attend the meeting, all transfer documents accompanied by the relevant share certificates must be lodged with the share registrar of the Company, Tricor Standard Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Hong Kong not later than 4:00 p.m. on 20 December 2007 (Thursday). Warrantholders who wish to be entitled to attend the meeting must exercise their subscription rights (through sending duly completed subscription forms together with the relevant warrant certificates accompanied by the subscription monies to the Company’s share registrar, as stated above) not later than 4:00 p.m. on 20 December 2007 (Thursday).

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