China Overseas Land & Investment : RENEWAL OF CONTINUING CONNECTED TRANSACTIONS WITH CHINA STATE CONSTRUCTION DEVELOPMENT HOLDINGS LIMITED IN RELATION TO CONSTRUCTION WORKS

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)

RENEWAL OF CONTINUING CONNECTED TRANSACTIONS

WITH CHINA STATE CONSTRUCTION DEVELOPMENT HOLDINGS LIMITED

IN RELATION TO CONSTRUCTION WORKS

Reference is made to the announcement dated 26 June 2018 jointly issued by the Company, CSC and CSCD in relation to, among other things, the Previous Framework Agreement entered into between the Company and CSCD.

The Previous Framework Agreement will expire on 30 June 2021. The Directors expect that the Group will continue to invite the CSCD Group to participate in competitive tenders for the Construction Works as a contractor or service provider (as the case may be) from time to time. In this connection, on 29 March 2021, the Company and CSCD entered into the Renewal Framework Agreement for a term of three years commencing from 1 July 2021 and ending on 30 June 2024 (both dates inclusive), subject to the Caps.

As at the date of this announcement, COHL is a controlling shareholder of the Company, CSC and CSCD 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, which in turn is interested in approximately 74.06% of the issued share capital of CSCD. Accordingly, CSCD is a connected person of the Company and the transactions contemplated under the Renewal Framework Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules.

Since one or more of the applicable percentage ratios in respect of the highest Cap exceed 0.1% but are less than 5%, the transactions contemplated under the Renewal Framework Agreement (including the Caps) are subject to the annual review, reporting and announcement requirements but are exempt from the independent shareholders' approval requirement pursuant to Chapter 14A of the Listing Rules.

The Shareholders should note that the Caps represent the best estimates by the Directors of the amount of the relevant transactions based on the information currently available. The Caps bear no direct relationships to, nor should be taken to have any direct bearings to, the Group's financial or potential financial performance. The Group may or may not engage the CSCD Group in respect of the Construction Works up to the level of the Caps, if at all, as the engagements are subject to tender procedures which are open to other independent third party contractors and/or services providers.

RENEWAL OF CONTINUING CONNECTED TRANSACTIONS

Reference is made to the announcement dated 26 June 2018 jointly issued by the Company, CSC and CSCD in relation to, among other things, the Previous Framework Agreement entered into between the Company and CSCD.

The Previous Framework Agreement will expire on 30 June 2021. The Directors expect that the Group will continue to invite the CSCD Group to participate in competitive tenders for the Construction Works as a contractor or service provider (as the case may be) from time to time. In this connection, on 29 March 2021, the Company and CSCD entered into the Renewal Framework Agreement for a term of three years commencing from 1 July 2021 and ending on 30 June 2024 (both dates inclusive), subject to the Caps.

Renewal Framework Agreement

The principal terms of the Renewal Framework Agreement are summarised as follows:

Date

29 March 2021

Parties

• 1. the Company; and

• 2. CSCD.

Term

Subject to the fulfillment of the condition precedent to the Renewal Framework Agreement, the Renewal Framework Agreement will commence from 1 July 2021 and end on 30 June 2024 (both dates inclusive).

Subject matter

The Directors expect that the Group will invite the CSCD Group to tender for the Construction Works as a contractor or service provider (as the case may be) from time to time provided that the total contract sum awarded to the CSCD Group for the relevant period/year shall not exceed the corresponding Caps. The parties agreed, among other things, that:

(a)the Group may invite the CSCD Group to participate in competitive tenders for the Construction Works as a contractor or service provider (as the case may be) from time to time. The CSCD Group may tender for the Construction Works in accordance with the tendering procedures of the Group from time to time and on the same and normal terms as offered to other independent third party contractors or service providers (as the case may be);

• (b) if any works contract is awarded to the CSCD Group as a result of the above tender, the CSCD Group may act as contractor or service provider (as the case may be) for the Construction Works of the Group based on the terms of the successful tender provided that the maximum total contract sum that may be awarded by the Group to the CSCD Group for each period/year commencing from 1 July 2021 and ending on 30 June 2024 shall not exceed the following Caps:

  For the period from	For the financial	For the financial	For the period from
  1 July 2021	year ending	year ending	1 January 2024
  to 31 December 2021	31 December 2022	31 December 2023	to 30 June 2024
  HK$300 million	HK$300 million	HK$500 million	HK$150 million

• (c) the contract amount in respect of the Construction Works payable by the Group to the CSCD Group will be settled pursuant to the payment terms set out in the tender documents for the specific contracts.

Conditions Precedent

The Renewal Framework Agreement and the transactions contemplated thereunder (including the Caps) are conditional upon CSCD having obtained the approval of CSCD's independent shareholders at its general meeting by way of poll.

Calculation of the Caps

The Caps are calculated with reference to the following factors:

• (a) the historical total contract sum awarded by the Group to the CSCD Group as contractor or service provider (as the case may be) for the Construction Works under the Previous Framework Agreement for (i) the period from 20 August 2018 to 31 December 2018 of approximately HK$93 million; (ii) the financial year ended 31 December 2019 of approximately HK$174 million; and (iii) the financial year ended 31 December 2020 of approximately HK$198 million, respectively;

• (b) the estimated total contract sum of the Construction Works that the Group may invite the CSCD Group to participate in competitive tenders and such estimation together with the historical total contract sum as set out in paragraph (a) above form the basis of determining the Caps; and

• (c) other factors such as the business plans of the Group for the corresponding period of the Renewal Framework Agreement and inflation.

Pricing basis of the Group in respect of the Construction Works

As a general principle, the prices and terms of the contracts shall be determined in the ordinary course of business and on normal commercial terms, negotiated on an arm's length basis, and at prices and on terms no more favourable than those awarded to the independent third party contractors and/or service providers of the Group.

The Group will normally invite construction contractors or service providers to participate in competitive tender for the Construction Works in accordance with its tendering procedures.

In conducting the Group's invitations to tender, review of tenders and tender selection, the participation of the CSCD Group in the tender process shall not in any way affect the Group's tender procedures, contract terms and selection principles. The CSCD Group shall be treated in the same way as independent third parties.

The price and terms of the tenders awarded by the Group to the CSCD Group for the Group's Construction Works are subject to the standard and systematic tender procedures maintained by the Group, which apply to tenders submitted by both connected persons and independent third parties to ensure that the price and terms of the tender awarded by the Group to the CSCD Group are no more favourable than those awarded to independent third parties.

1.

Invitation for Tenders

(i) The Group has established its own list of approved contractors and/or service providers (which is subject to periodic review and update by its management, the "List"). All contractors and/or service providers invited to submit tender for the Group's projects are selected from the List. Contractors and/or service providers in the List include those with or without prior working history with the Group.

Contractors and/or service providers with working history with the Group will be subject to suitability assessment following completion of their works for each project of the Group. A contractor and/or service provider can be retained in the List if the result of such assessment is satisfactory to the Group. The Group will remove a contractor and/or service provider from the List if it fails to meet the minimum criteria for retention. If a contractor and/or service provider has no prior working history with the Group, it will be subject to qualification evaluation and review to ascertain if it is suitable for inclusion on the List.

• (ii) The number of tenders to be invited: for every tender for the contract of the Construction Works, not less than three tenders will be invited.

• (iii) Selection of contractors and/or service providers to be invited for tenders: the suitability of a contractor and/or service provider is assessed with general reference to selection criteria including but not limited to the contractor's and/or service provider's qualification grade, financial ability, technical capability, cooperation record, project management ability, quality of work and business management capability. Depending on the estimated value of the relevant construction contract, the person in charge and line managers of the regional office or the district office shall conduct the vetting process to ascertain certain contractors and/or service providers to be invited to tender, following which the letter of invitation to tender will be issued.

• 2. Tendering and Selection of bids

  (i) Tendering: tender submission with price quotations shall be submitted in a sealed envelope. The Group will collect all tender submission submitted and make registration.

  • (ii) Opening of tenders: the tenders will be opened in the presence of an officer from a non-tendering related department of the regional office of the Group (such as finance department). The supervising officer will execute the tendering documents which will be confirmed and signed by all parties present at the opening.

  • (iii) Selection of tenders: based on the Group's established system of tendering, the winning bid will usually be the one conforming to the technical requirements with a reasonable and minimum price offered. The selection of tenders is determined collectively by the decision-making body in a meeting where contents of the proposed tender, and the contractor's and/or service provider's capability and risk of default are given full consideration. The relevant letter of award will be issued once the final decision is made in the meeting of the decision-making body based on the final tender amount.

• 3. To ensure that the tender exercise is open and fair, independent third party professional consultants are usually engaged to prepare an evaluation report to review the proposed tender and recommend contractors and/or service providers for relevant contract.

Tendering Procedure

Review of tender invitation documents and ascertaining contractors and/or service providers to be invited for tender

As for the engagement of a service provider for the provision of project management, supervision and consultancy services, the Group will normally go through the above tendering procedures. However, in the event that the expected contract amount involved is relatively small or no tenderer is available, and it will not be appropriate for the Group to go through the above tendering procedures, the Group will seek quotations from at least three different service providers.

For the selection of a service provider among the three potential service providers, the lowest quotation will be selected on the condition that the selected service provider also satisfies all other essential requirements (including but not limited to the service providers' qualification grade, financial ability, technical capability, cooperation record, project management ability, quality of work and business management capability). If the price and terms offered by the CSCD Group are equal to or better than those offered by independent service providers, the Group may probably accept the quotation from the CSCD Group.

REASONS AND BENEFITS OF THE ENTERING INTO OF THE RENEWAL FRAMEWORK AGREEMENT

Taking into account the extensive experience and expertise of the CSCD Group in the Construction Works and given the satisfactory cooperation between the Group and the CSCD Group pursuant to the Previous Framework Agreement, the entering into of the Renewal Framework Agreement would allow the Group to secure a more diverse base of contractors or service providers to participate in the Construction Works, and if upon successful tender awarded to the CSCD Group, could assure the quality of the Construction Works for the Group's construction projects up to standards.

The Directors (including the Independent Non-executive Directors) are of the view that as far as the Shareholders are concerned, the transactions contemplated under the Renewal Framework Agreement are expected to be entered into in the ordinary and usual course of business of the Group, and the Renewal Framework Agreement has been entered into on normal commercial terms after arm's length negotiations between the parties, and the terms of the transactions contemplated under the Renewal Framework Agreement (including the Caps) are fair and reasonable and in the best interests of the Company and its Shareholders as a whole.

GENERAL

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

The CSCD Group is principally engaged in general contracting business, facade contracting business (including design, engineering, manufacture and installation of curtain wall systems) and operating management business. 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 the Company, CSC and CSCD. 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, CSC and CSCD. 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 the Company, CSC and CSCD 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, which in turn is interested in approximately 74.06% of the issued share capital of CSCD. Accordingly, CSCD is a connected person of the Company and the transactions contemplated under the Renewal Framework Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules.

Since one or more of the applicable percentage ratios in respect of the highest Cap exceed 0.1% but are less than 5%, the transactions contemplated under the Renewal Framework Agreement (including the Caps) are subject to the annual review, reporting and announcement requirements but are exempt from the independent shareholders' approval requirement pursuant to Chapter 14A of the Listing Rules.

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

The Shareholders should note that the Caps represent the best estimates by the Directors of the amount of the relevant transactions based on the information currently available. The Caps bear no direct relationships to, nor should be taken to have any direct bearings to, the Group's financial or potential financial performance. The Group may or may not engage the CSCD Group in respect of the Construction Works up to the level of the Caps, if at all, as the engagements are subject to tender procedures which are open to other independent third party contractors and/or services providers.

DEFINITIONS

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

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

each has the meaning ascribed to it under the Listing Rules;

"Board"

the board of Directors;

"Caps"

the maximum total contract sum of the contracts in respect of the Construction Works that may be awarded by the Group to the CSCD Group for the relevant period(s)/year(s) under the Renewal Framework Agreement;

"COHL"

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

"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);

"Construction Works"

the provision of contracting and engineering works, project management, supervision and consultancy services for the construction works of the Group;

"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);

"CSCD"

China State Construction Development 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: 830);

"CSCD Group"

"CSCEC"

"CSCECL"

CSCD and its subsidiaries from time to time; 中國建築集團有限公司 (China State Construction Engineering Corporation*), 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, CSC and CSCD; 中國建築股份有限公司 (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;

"Director(s)"

the director(s) of the Company;

"Group"

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

"HK$"

"Hong Kong"

"Listing Rules"

Hong Kong dollars, the lawful currency of Hong Kong; the Hong Kong Special Administrative Region of the PRC; the Rules Governing the Listing of Securities on the Stock Exchange;

"PRC"

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

"Previous Framework

Agreement"

the framework agreement entered into between the Company and CSCD on 26 June 2018 in respect of the engagement of the CSCD Group by the Group as contractor or service provider (as the case may be) for the Group's Construction Works for the period commenced from 20 August 2018 and ending on 30 June 2021;

"Renewal Framework	the framework agreement entered into between the
Agreement"	Company and CSCD on 29 March 2021 in respect of the
engagement of the CSCD Group by the Group as contractor
or service provider (as the case may be) for the Group's
Construction Works from time to time for the period
commencing from 1 July 2021 and ending on 30 June 2024;
"Shareholder(s)"	the shareholder(s) of the Company from time to time;
"Stock Exchange"	The Stock Exchange of Hong Kong Limited; and
"%"	per cent.

* English translation for identification purpose only.

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.

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