China Overseas Land & Investment : CONNECTED TRANSACTION - FORMATION OF JOINT VENTURE IN RELATION TO LAND IN ZHUHAI, THE PRC

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

IN RELATION TO LAND IN ZHUHAI, THE PRC

FORMATION OF JOINT VENTURE

On 29 March 2021, COLI Zhuhai (being an indirect wholly-owned subsidiary of the Company), CC Macau (Guangdong Hengqin) and the JV Company (being an indirect wholly-owned subsidiary of the Company) entered into the Cooperation Agreement, pursuant to which the parties agreed to (a) form a joint venture through the JV Company for the purpose of investing into and developing the Zhuhai Project; and (b) regulate their respective rights and obligations in the JV Company. Following Completion, the JV Company will be owned as to 80% and 20% by the Company (through COLI Zhuhai) and CSC (through CC Macau (Guangdong Hengqin)), respectively.

LISTING RULES IMPLICATIONS

As at the date of this announcement, COHL is a controlling shareholder of both the Company and CSC by virtue of it being interested in approximately 56.05% of the issued share capital of the Company and approximately 64.79% of the issued share capital of CSC respectively. Accordingly, CC Macau (Guangdong Hengqin) (being an indirect wholly-owned subsidiary of CSC) is a connected person of the Company. As the applicable percentage ratios in respect of the total capital commitment of the Company for the Transaction exceed 0.1% but are less than 5%, the Transaction constitutes a connected transaction for the Company and is subject to reporting and announcement requirements but exempt from the independent shareholders' approval requirement under Chapter 14A of the Listing Rules.

INTRODUCTION

On 29 March 2021, COLI Zhuhai (being an indirect wholly-owned subsidiary of the Company), CC Macau (Guangdong Hengqin) and the JV Company (being an indirect wholly-owned subsidiary of the Company) entered into the Cooperation Agreement, pursuant to which the parties agreed to (a) form a joint venture through the JV Company for the purpose of investing into and developing the Zhuhai Project; and (b) regulate their respective rights and obligations in the JV Company. Following Completion, the JV Company will be owned as to 80% and 20% by the Company (through COLI Zhuhai) and CSC (through CC Macau (Guangdong Hengqin)), respectively.

COOPERATION AGREEMENT

Date

29 March 2021

Parties

• (1) COLI Zhuhai;

• (2) CC Macau (Guangdong Hengqin); and

• (3) the JV Company.

As at the date of this announcement, the JV Company has registered capital of RMB20 million and is wholly-owned by COLI Zhuhai, which is in turn wholly-owned by the Company.

Formation of joint venture through the JV Company

COLI Zhuhai successfully bid for the Land in November 2020 and signed the Contract for State-Owned Construction Land Use Right Assignment (國有建設用地使用權出讓合同) (the "Assignment Contract") with Zhuhai Bureau of Natural Resources (珠海市自然資源局) for its acquisition of the land use right of the Land at the purchase price of RMB10,476,228,651. Subsequently, the land use right of the Land was transferred from COLI Zhuhai to the JV Company pursuant to the amendment contract to the Assignment Contract (the "Amended Assignment Contract") signed among COLI Zhuhai, Zhuhai Bureau of Natural Resources and the JV Company in December 2020.

For the purpose of forming a joint venture through the JV Company to invest into and develop the Zhuhai Project, COLI Zhuhai and CC Macau (Guangdong Hengqin) agreed that, pursuant to the Cooperation Agreement, the registered capital of the JV Company shall be increased from RMB20 million to RMB200 million in the following manner:

• (1) COLI Zhuhai shall pay up and contribute in addition of RMB140 million to the registered capital of the JV Company; and

• (2) CC Macau (Guangdong Hengqin) shall pay up and contribute RMB40 million to the registered capital of the JV Company.

COLI Zhuhai and CC Macau (Guangdong Hengqin) will, through the JV Company, jointly carry out the Zhuhai Project and develop the Land pursuant to the Cooperation Agreement.

Conditions precedent

Completion is conditional on the fulfilment of the below conditions:

• (1) the Company having obtained the approval of the Independent Shareholders at the GM by way of poll in relation to the Transaction in accordance with the Listing Rules (if required);

• (2) CSC having obtained the approval of the CSC Independent Shareholders at an extraordinary general meeting of CSC by way of poll in relation to the Transaction in accordance with the Listing Rules;

• (3) each of the Company and CSC having complied with all requirements under the Listing Rules with respect to the Transaction, if any;

• (4) the JV Company having been duly established and being validly existing under the laws of the PRC;

• (5) the JV Company having obtained all the necessary approvals and licences;

• (6) the Cooperation Agreement and other relevant transaction documents having been duly executed;

• (7) the terms of the Cooperation Agreement not being inconsistent with the terms of the Assignment Contract and the Amended Assignment Contract; and

• (8) each of COLI Zhuhai and CC Macau (Guangdong Hengqin) having obtained the right, power and authority and taken all actions necessary to execute and deliver the Cooperation Agreement and other relevant transaction documents and perform its obligations thereunder.

Completion

Completion shall take place within seven (7) business days after fulfilment of the conditions precedent set out in the paragraph above (or such other date as may be agreed by COLI Zhuhai and CC Macau (Guangdong Hengqin) in writing).

Upon Completion and completion of filing with the relevant authorities in the PRC in respect thereof (the "Filing"), the registered capital of the JV Company will be RMB200 million and owned as to 80% and 20% by COLI Zhuhai and CC Macau (Guangdong Hengqin) respectively, and accordingly, the JV Company will continue to be accounted for as a subsidiary of the Company and its financial results will be consolidated into the Group's consolidated financial statements.

Advancement of loan to the JV Company

As at the date of this announcement, COLI Zhuhai has advanced to the JV Company and procured the advancement to the JV Company of an aggregate sum by way of loans of RMB5,269,614,325.50 as part payment of the purchase price for the acquisition of the land use right of the Land and working capital of the JV Company (collectively, the "Inter-company Loan").

Within ten (10) business days after completion of the Filing, CC Macau (Guangdong Hengqin) shall settle 20% of the Inter-company Loan (the "CC Macau (Guangdong Hengqin)'s Loan") plus accrued interest (which was set at a rate of 4.35% per annum) and assume, as a result, an amount of shareholder's loan to the JV Company which is proportionate to CC Macau (Guangdong Hengqin)'s equity interest (i.e. 20%).

From the date of advancement of the CC Macau (Guangdong Hengqin)'s Loan by CC Macau (Guangdong Hengqin), the CC Macau (Guangdong Hengqin)'s Loan and the remaining 80% of the Inter-company Loan shall be regarded as shareholder's loans of the JV Company (collectively, the "Current Shareholder's Loans") which shall thereafter be subject to interest rate of 4.75% per annum.

As a result, not later than ten (10) business days after completion of the Filing, the JV Company shall become indebted to COLI Zhuhai and CC Macau (Guangdong Hengqin) in the proportion of 80:20, which corresponds to COLI Zhuhai's and CC Macau (Guangdong Hengqin)'s respective effective interests in the JV Company.

Total capital commitment

The total capital commitment to the JV Company for the Zhuhai Project is approximately RMB11,400 million (inclusive of, among other things, (a) the registered capital of the JV Company; (b) the purchase price of the land use right of the Land together with the relevant taxes and interests; and (c) part of the development costs with respect to the Zhuhai Project), which shall be contributed by COLI Zhuhai and CC Macau (Guangdong Hengqin) in proportion to their respective equity interests in the JV Company as follows:

• (1) COLI Zhuhai

  • : approximately RMB9,120 million

• (2) CC Macau (Guangdong Hengqin)

• : approximately RMB2,280 millionand to be settled by cash and funded by internal resources of COLI Zhuhai and CC Macau (Guangdong Hengqin), respectively, and/or external financing.

The respective contribution to the total capital commitment to the JV Company for the Zhuhai Project by COLI Zhuhai and CC Macau (Guangdong Hengqin) is determined after arm's length negotiations between the parties with reference to the proposed capital requirements of the

Zhuhai Project and the parties' interests in the JV Company.

The aforesaid total capital commitment will comprise the contributions to the registered capital of the JV Company and shareholder's loans (which comprise the Current Shareholder's Loans) to be provided to the JV Company by COLI Zhuhai and CC Macau (Guangdong Hengqin).

Future funding

The working capital requirements of the JV Company in relation to the development of the

Zhuhai Project is expected to be approximately RMB11,200 million and shall be financed by(a) COLI Zhuhai and CC Macau (Guangdong Hengqin) in proportion to their respective equity interests in the JV Company by shareholder's loans (which comprise the Current Shareholder's Loans); and (b) external financing from banks, financial institutions and other third party sources upon the approval of more than two-thirds of the directors of the JV Company.

The shareholder's loans advanced or to be advanced by COLI Zhuhai and CC Macau (Guangdong Hengqin) are subject to the interest rate of 4.75% per annum. The interests accrued on such shareholder's loans are payable on a semi-annually basis. If required, COLI Zhuhai and CC Macau (Guangdong Hengqin) may provide guarantee or other security in proportion to their respective equity interests in the JV Company to guarantee or secure any external financing of the JV Company.

Management

The board of directors of the JV Company shall comprise five (5) directors; four (4) of whom shall be appointed by COLI Zhuhai and the remaining one (1) shall be appointed by CC Macau (Guangdong Hengqin). The chairman of the board of directors of the JV Company, who shall also be the legal representative of the JV Company, shall be a director appointed by COLI Zhuhai. The board of directors of the JV Company will govern the overall management and strategic planning of the JV Company.

The JV Company shall have two (2) supervisors and each of COLI Zhuhai and CC Macau (Guangdong Hengqin) shall appoint one (1) supervisor.

The JV Company shall have one (1) general manager and one (1) financial controller which shall be appointed by COLI Zhuhai.

Distributions

Provided that the JV Company has repaid all its indebtedness (including shareholder's loans and other loans due to banks, financial institutions and other third party sources), and the operation of the JV Company and the Zhuhai Project is not adversely affected, the JV Company may make distributions to COLI Zhuhai and CC Macau (Guangdong Hengqin) in proportion to their respective equity interests in the JV Company.

Restrictions on equity transfers and encumbrances

Each of COLI Zhuhai and CC Macau (Guangdong Hengqin) may not transfer or pledge its equity interest in and shareholder's loans advanced to the JV Company to a third party without the prior written consent of the other party, and is liable to the other party for a penalty of RMB10 million if it is in breach of such restriction.

INFORMATION ABOUT THE JV COMPANY, THE LAND AND THE ZHUHAI PROJECT

The JV Company

The JV Company was established by COLI Zhuhai on 9 December 2020 in the PRC with limited liability with a registered capital of RMB20 million, as a single purpose vehicle to hold the land use rights of the Land and to carry out the Zhuhai Project. As COLI Zhuhai had successfully bid for the Land in November 2020 and the JV Company was established by COLI Zhuhai in December 2020, the JV Company has no material business operations as at the date of this announcement.

The Land

The Land comprises one parcel of land with an aggregate site area of approximately 192,250.40 sq.m. situated at Wanzai Area, Shizimen Central Business District, Zhuhai, Guangdong Province, the PRC (中國廣東省珠海市十字門中央商務區灣仔片區), and is planned for residential use, commercial use, educational use, neighbourhood centre use and construction of town road. As at the date of this announcement, the Land remains undeveloped.

The Zhuhai Project

The Zhuhai Project will involve the development of the Land and thereafter the sale of the residential and commercial properties developed thereon by the JV Company. The Zhuhai Project will be developed in phases and the construction is expected to commence in the second quarter of 2021. The pre-sale of the first phase of the properties is expected to commence in the third quarter of 2021 and the overall project is expected to be completed in phases and delivered to the relevant purchasers during the period from the third quarter of 2023 to the fourth quarter of 2024.

REASONS FOR AND BENEFITS OF THE TRANSACTION

The Group has extensive experience in property development, whereas the CSC Group has extensive experience in building construction. Taking into account certain degree of complexity of the construction work for developing the Land, the Directors consider that the joint venture arrangement will benefit the Group by leveraging on the substantial experience of the CSC Group in building construction and site formation. Through the joint venture arrangement, directors of both the Company and CSC believe that more effective cost and quality control in respect of the construction work of the Land can be achieved, thereby bringing synergy between the Group and the CSC Group which would in turn be beneficial to the development of the Land.

The Directors (including the Independent Non-executive Directors) consider that the Transaction is entered into in the ordinary and usual course of business of the Group and on normal commercial terms after arm's length negotiations between the parties, and the terms of the Transaction are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

INFORMATION ON THE PARTIES TO THE COOPERATION AGREEMENT

The Group is principally engaged in property development and investment, and other operations.

The CSC Group is principally engaged in construction business, infrastructure investments and prefabricated constructions.

CSCECL is the holding company of COHL, which in turn is the controlling shareholder of both the Company and CSC. CSCECL is a contractor which is principally engaged in construction works in various cities in the PRC and various countries around the world.

CSCEC is the ultimate holding company of each of CSCECL, COHL, the Company and CSC. CSCEC, together with its subsidiaries (excluding those listed on any stock exchange), is a conglomerate principally engaged in building construction, international contracting, real estate development and investment, infrastructure construction and investment and design and prospecting.

LISTING RULES IMPLICATIONS

As at the date of this announcement, COHL is a controlling shareholder of both the Company and CSC by virtue of it being interested in approximately 56.05% of the issued share capital of the Company and approximately 64.79% of the issued share capital of CSC respectively. Accordingly, CC Macau (Guangdong Hengqin) (being an indirect wholly-owned subsidiary of CSC) is a connected person of the Company. As the applicable percentage ratios in respect of the total capital commitment of the Company for the Transaction exceed 0.1% but are less than 5%, the Transaction constitutes a connected transaction for the Company and is subject to reporting and announcement requirements but exempt from the independent shareholders' approval requirement under Chapter 14A of the Listing Rules.

None of the Directors has a material interest in the Transaction and no Director is required to abstain from voting on the Board resolution(s) approving the Transaction. Mr. Yan Jianguo, being the Chairman and Executive Director of the Company, the chairman and non-executive director of CSC and the chairman and president of COHL, was absent from the relevant Board meeting and did not vote on the Board resolution(s) of the Company approving the Transaction.

DEFINITIONS

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

"Amended Assignment Contract"

has the meaning given to it under the section headed "COOPERATION AGREEMENT - Formation of joint venture through the JV Company" in this announcement;

"Assignment Contract"

"associate(s)", "connected person(s)", "controlling shareholder(s)", "percentage ratio(s)" and "subsidiary(ies)"

has the meaning given to it under the section headed "COOPERATION AGREEMENT - Formation of joint venture through the JV Company" in this announcement; each has the meaning ascribed to it in the Listing Rules;

"Board"

the board of Directors;

"CC Macau (Guangdong Hengqin)"

China Construction Macau (Guangdong Hengqin) Development Company Limited (中建澳門 (廣東橫琴) 發展有限公司), a limited liability company established in the PRC and an indirect wholly-owned subsidiary of CSC;

"CC Macau (Guangdong Hengqin)'s Loan"

has the meaning given to it under the section headed "COOPERATION AGREEMENT - Advancement of loan to the JV Company" in this announcement;

"COHL"

China Overseas Holdings Limited, a company incorporated in Hong Kong with limited liability, which is a wholly-owned subsidiary of CSCECL and the controlling shareholder of the Company and CSC;

"COLI Zhuhai"

China Overseas (Zhuhai) Company Limited (中海地產 (珠海)有限公司), a limited liability company established in the PRC and an indirect wholly-owned subsidiary of the Company;

"Company"

China Overseas Land & Investment Limited, 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);

"Completion"

completion of the respective contribution to the registered capital of the JV Company by COLI Zhuhai and CC Macau (Guangdong Hengqin) in accordance with the Cooperation Agreement;

"Cooperation Agreement"

the cooperation agreement entered into amongst COLI Zhuhai, CC Macau (Guangdong Hengqin) and the JV Company dated 29 March 2021 in relation to the formation of a joint venture through the JV Company for the purpose of investing into and developing the Zhuhai Project;

"CSC"

China State Construction International Holdings Limited, a company incorporated in the Cayman Islands with limited liability and whose shares are listed on the Main Board of the Stock Exchange (stock code: 3311);

"CSCEC"

China State Construction Engineering Corporation (中國 建築集團有限公司 ), a state-owned corporation organised and existing under the laws of the PRC, and the ultimate holding company of each of CSCECL, COHL, the Company and CSC;

"CSCECL"

China State Construction Engineering Corporation Limited, a joint stock company established in the PRC whose shares are listed on the Shanghai Stock Exchange (stock code: 601668), is a non-wholly owned subsidiary of CSCEC and the holding company of COHL;

"CSC Group"

CSC and its subsidiaries from time to time (excluding subsidiary(ies) listed on any stock exchange);

"CSC Independent Shareholders"

holders of CSC's ordinary shares other than COHL and its associates;

"Current Shareholder's Loans"

has the meaning given to it under the section headed "COOPERATION AGREEMENT - Advancement of loan to the JV Company" in this announcement;

"Director(s)"

the director(s) of the Company;

"Filing"

has the meaning given to it under the section headed "COOPERATION AGREEMENT - Completion" in this announcement;

"GM"

the general meeting of the Company to be held to consider and approve, among other things, the Transaction;

"Group"

the Company and its subsidiaries from time to time (excluding subsidiary(ies) listed on any stock exchange);

"Hong Kong"

the Hong Kong Special Administrative Region of the PRC;

"Independent Shareholders"

Shareholders other than COHL and its associates;

"Inter-company Loan"

has the meaning given to it under the section headed "COOPERATION AGREEMENT - Advancement of loan to the JV Company" in this announcement;

"JV Company"

Zhuhai Hai Yue Real Estate Development Company Limited (珠海市海悅房地產開發有限公司), a limited liability company established in the PRC, an indirect wholly-owned subsidiary of the Company as at the date of this announcement, and a joint venture company to be formed pursuant to the Cooperation Agreement;

"Land"

the land situated at Wanzai Area, Shizimen Central Business District, Zhuhai, Guangdong Province, the PRC (中國廣東省珠海市十字門中央商務區灣仔片區) (Zhu Heng Guo Tu Chu Land No. 2020-06 (珠橫國土儲 2020-06 號地塊 )) as described in the section headed "INFORMATION ABOUT THE JV COMPANY, THE LAND AND THE ZHUHAI PROJECT - The Land" in this announcement;

"Listing Rules"

the Rules Governing the Listing of Securities on the Stock Exchange;

"PRC"

the People's Republic of China, and for the purposes of this announcement, excluding Hong Kong, the Macao Special Administrative Region of the PRC and Taiwan;

"RMB"

"Share(s)"

"Shareholder(s)"

Renminbi, the lawful currency of the PRC; ordinary share(s) of the Company; holder(s) of the Shares;

"sq.m."	square metre, unit of area;
"Stock Exchange"	The Stock Exchange of Hong Kong Limited;
"Transaction"	the entering into of the Cooperation Agreement and the
transactions contemplated thereunder;
"Zhuhai Project"	a project relating to the development of residential and
commercial properties on the Land, details of which are
set out in the section headed "INFORMATION ABOUT
THE JV COMPANY, THE LAND AND THE ZHUHAI
PROJECT - The Zhuhai Project" in this announcement;
and
"%"	per cent.

The English names of the PRC entities referred to in this announcement are translations from their Chinese names and are for identification purposes only. If there is any inconsistency, the Chinese names shall prevail.

By Order of the Board

China Overseas Land & Investment Limited

Yan Jianguo

Chairman and Executive Director

Hong Kong, 29 March 2021

As at the date of this announcement, Mr. Yan Jianguo (Chairman), Mr. Luo Liang (Vice Chairman), Mr. Zhang Zhichao (Chief Executive Officer) and Mr. Guo Guanghui are the Executive Directors of the Company; Mr. Zhuang Yong (Vice Chairman) and Mr. Chang Ying are the Non-executive Directors of the Company; and Dr. Fan Hsu Lai Tai, Rita, Mr. Li Man Bun, Brian David and Professor Chan Ka Keung, Ceajer are the Independent Non-executive Directors of the Company.