(Incorporated in Hong Kong with limited liability) (Stock Code : 688) CONNECTED TRANSACTION FORMATION OF JOINT VENTURE WITH THE WHARF GROUP

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1 Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. (Incorporated in Hong Kong with limited liability) (Stock Code : 688) CONNECTED TRANSACTION FORMATION OF JOINT VENTURE WITH THE WHARF GROUP The Board wishes to announce that on 1 February 2010, the Company entered into the Framework Agreement with Wharf to facilitate a joint bidding and development of the Land on a 50:50 ownership basis. The Wharf Group is a joint venture partner of the Company in JCE for property development of a piece of land in Chongqing central business district, the PRC. Following the successful bidding of the Chongqing central business district land as announced by the Company in November 2007, the Wharf Group holds a 40% shareholding interest in JCE for the property development of the Chongqing central business district land. The Group holds the remaining 60% shareholding interest in the JCE. As such, Wharf (and its subsidiaries) are connected persons of the Company, and the Framework Agreement constitutes a connected transaction for the Company. Since each of the applicable percentage ratios as defined in Rule 14A.10 of the Listing Rules calculated with reference to the estimated financial commitment by the Group for the Land Transaction are less than 2.5%, the Framework Agreement is subject to the reporting and announcement requirements but exempt from independent shareholders approval requirements under Chapter 14A of the Listing Rules. INTRODUCTION The Board wishes to announce that on 1 February 2010, the Company entered into the Framework Agreement with Wharf to facilitate a joint bidding and development of the Land on a 50:50 ownership basis. 1

2 PROPERTY DEVELOPMENT THROUGH THE JOINT VENTURE COMPANY On 1 February 2010, the Company entered into the Framework Agreement with Wharf in order to facilitate the joint bidding and development of the Land on a 50:50 ownership basis. The Joint Venture Company will be incorporated solely for the purpose of owning and developing the Land. The Company and Wharf has contributed a deposit in the total amount of RMB700 million (equal to or about HK$795.5 million), as required by the bidding process for the Land, on a 50:50 basis. Such deposit may be applied to settle part of the purchase price for the Land. As at the date of this announcement, the total financial commitment (other than the total purchase price for the Land) for the development of the Land is yet to be determined between the parties. The Company and Wharf (or their respective subsidiaries) are expected to enter into definitive joint venture contracts for the establishment of the Joint Venture Company. However, under the Framework Agreement, it was agreed that, prior to obtaining, among other things, the land use right certificate of the Land and in the event that working capital is required for the development of the Land, such capital requirement would be funded by way of capital contribution or shareholders loans to be sought from the Group and the Wharf Group in proportion to their attributable shareholding interest in the Joint Venture Company. At this stage, the applicable percentage ratios as defined in Rule 14A.10 of the Listing Rules calculated with reference to the estimated financial commitment by the Group for the Land and the Joint Venture Company are less than 2.5%. If further financial commitment for the Land and/or the Joint Venture Company is required from the Group in due course, which can only be determined at a later date, and such further commitment would render the applicable percentage ratios for the Company under the Listing Rules in respect of the Group s total commitment for the Land and the Joint Venture Company to exceed 2.5%, the Company will comply with the relevant requirements under the Listing Rules when and where appropriate. The Group s share of the estimated financial commitment will be partly funded from its internal resources and partly funded by bank borrowings by the Group. DETAILS OF THE LAND The Land is situated on the east of Tiedong Road, Hebei District ( ) in Tianjin, the PRC. It is expected that the Land will be developed into residential and commercial properties with a site area of about 1.62 million square feet and a total gross floor area of about 5.26 million square feet with about 74.5% for residential purpose and the remaining area of about 25.5% for commercial purpose. 2

3 The total consideration amount payable for acquiring the land use rights of the Land is RMB2,700 million (equal to about HK$3,068.2 million), which was paid / will be payable by cash instalments in manner as follows:- Date of payment Amount paid / payable On 26 January 2010 RMB700 million (equal to about HK$795.5 million) (being the deposit for the bidding) Upon signing of the relevant Land contract (such contract to be signed on or before 2 March 2010) Within 60 days of the signing of the relevant Land contract RMB760 million (equal to about HK$863.6 million) RMB1,240 million (equal to about HK$1,409.1 million) (being the entire balance of the Land cost) Such consideration amount was the outcome of a public bidding held by Tianjin Land Exchange Centre ( ) (an entity acting for Tianjin Municipal Bureau of Land Resources and Housing Management ( )) on 1 February 2010 which was conducted in accordance with the relevant PRC laws and regulations. It represents an accommodation value on the basis of about RMB513 (equal to about HK$583.0) per square foot. Each of the Group and the Wharf Group is ultimately responsible for 50% of the total consideration. REASONS FOR AND BENEFITS OF THE FRAMEWORK AGREEMENT The Directors believe that the Framework Agreement is a viable way to make investment in the Land, will broaden the asset and earnings base of the Company, and will be beneficial to the Company and its shareholders as a whole. The Directors (including the independent non-executive Directors) consider that the Framework Agreement have been entered into on normal commercial terms and in the ordinary course of business, and the terms and conditions therein are fair and reasonable and in the interests of the Company and its shareholders as a whole. LISTING RULES IMPLICATIONS The Wharf Group is a joint venture partner of the Company in JCE for property development of a piece of land in Chongqing central business district, the PRC. Following the successful bidding of the Chongqing central business district land as announced by the Company in November 2007, the Wharf Group holds a 40% shareholding interest in JCE for the property development of the Chongqing central 3

4 business district land. The Group holds the remaining 60% shareholding interest in JCE. As such, Wharf (and its subsidiaries) are connected persons of the Company, and the Framework Agreement therefore constitutes a connected transaction for the Company. Since each of the applicable percentage ratios as defined in Rule 14A.10 of the Listing Rules calculated with reference to the estimated financial commitment by the Group for the Land Transaction are less than 2.5%, the Framework Agreement and the Land Transaction are subject to the reporting and announcement requirements but exempt from independent shareholders approval requirements under Chapter 14A of the Listing Rules. GENERAL The Group is principally engaged in property development and investment. The principal business activities of the Wharf Group are ownership of properties for development and letting, investment holding, container terminals as well as communications, media and entertainment. DEFINITIONS In this announcement, unless the context otherwise requires, the following expressions have the following meanings: Board Company Directors Framework Agreement Group HK$ Hong Kong the board of Directors; China Overseas Land & Investment Ltd., a company incorporated in Hong Kong with limited liability and whose shares are listed on the Main Board of the Stock Exchange (stock code: 688); directors of the Company; the agreement entered into between the Company and Wharf dated 1 February 2010 in relation to, among other things, the joint bidding and development of the Land on a 50:50 ownership basis; the Company and its subsidiaries from time to time; Hong Kong dollars, the lawful currency of Hong Kong; the Hong Kong Special Administrative Region of the PRC; 4

5 Joint Venture Company JCE Land Listing Rules PRC RMB Stock Exchange a limited liability company to be established in the PRC used for the purpose of owning and developing the Land; means jointly controlled entity, namely, Elite Mind International Limited, which was incorporated in Hong Kong and is accounted for as a jointly controlled entity of the Group and the Wharf Group; a piece of land in Tianjin City, the PRC as mentioned in the paragraph headed Details of the Land above; the Rules Governing the Listing of Securities on the Stock Exchange; the People s Republic of China, and for the purpose of this announcement, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan; Renminbi, the lawful currency of the PRC; The Stock Exchange of Hong Kong Limited; Wharf The Wharf (Holdings) Limited (stock code: 4), a company incorporated in Hong Kong with limited liability, the shares of which are listed on the Stock Exchange; Wharf Group Wharf and its subsidiaries from time to time; and % per cent. Unless otherwise specified in this announcement, amounts denominated in Renminbi have been converted, for the purpose of illustration only, into Hong Kong dollars at the rate of RMB 0.88 = HK$1.00. This 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. * For identification purpose only. Hong Kong, 2 February 2010 By Order of the Board China Overseas Land & Investment Ltd. Kong Qingping Chairman As at the date of this announcement, Messrs. Kong Qingping (Chairman), Hao Jian Min (Vice Chairman and Chief Executive Officer), Xiao Xiao (Vice Chairman), Chen Bin, Dong Daping, Nip Yun Wing, Luo Liang and Lin Xiaofeng are the executive directors; Mr. Wu Jianbin (Vice Chairman) is the non-executive director; and Messrs. Li Kwok Po, David, Lam Kwong Siu, Wong Ying Ho, Kennedy and Madam Fan Hsu Lai Tai, Rita are the independent non-executive directors of the Company. 5