China Overseas Land & Investment : Circulars - Proposals for (1) General Mandates to Buy Back and Issue Shares; (2) Re-election of Retiring Directors; and (3) Continuing Connected Transactions - Renewal of Master Engagement Agreement with China State Construction Engineering Corporation Limited and Notice of Annual General Meeting

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

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

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

(incorporated in Hong Kong with limited liability)

(Stock Code: 688)

PROPOSALS FOR

(1)GENERAL MANDATES TO BUY BACK AND ISSUE SHARES;

(2)RE-ELECTIONOF RETIRING DIRECTORS; AND

(3)CONTINUING CONNECTED TRANSACTIONS - RENEWAL OF MASTER ENGAGEMENT AGREEMENT WITH

中國建築股份有限公司

(CHINA STATE CONSTRUCTION ENGINEERING

CORPORATION LIMITED)

AND

NOTICE OF ANNUAL GENERAL MEETING

Independent Financial Adviser to

the Independent Board Committee and the Independent Shareholders

A letter from the Board is set out on pages 5 to 14 of this circular. A letter from the Independent Board Committee containing its recommendation is set out on pages 22 to 23 of this circular. A letter from the Independent Financial Adviser containing its advice and recommendation to the Independent Board Committee and the Independent Shareholders is set out on pages 24 to 36 of this circular.

A Notice of AGM to be held at 11:00 a.m. on Friday, 14 June 2019 is set out on pages 43 to 49 of this circular. A form of proxy for the AGM is also enclosed with the Annual Report accompanying this circular. Whether or not you intend to attend the AGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and deposit the same at the Company's registrar and transfer office, Tricor Standard Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as practicable but in any event before 11:00 a.m. on Wednesday, 12 June 2019. The deposit of the duly completed and signed form of proxy at the Company's registrar and transfer office will not preclude you from attending and voting at the AGM in person should you so wish.

Shareholders or proxies who attend the AGM in person will each receive ONE cake coupon as a token of the Company's appreciation. If a Shareholder is also appointed as proxy/proxies of other Shareholder(s), or a proxy represents multiple Shareholders, the number of cake coupon each of the aforesaid Shareholder or proxy will receive is limited to ONE.

24 April 2019

	CONTENTS
		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
2.	General Mandate to Buy Back Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
3.	General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
4.	Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6

5.Renewal of Master Engagement Agreement with 中國建築股份有限公司

	(China State Construction Engineering Corporation Limited) . . . . . . . . . . . . . . .			7
6.	Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			13
7.	Voting by Way of Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			13
8.	Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			14
9.	Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			14
Appendix I		-	Explanatory Statement for the Share Buy-back Mandate . . . . . . . . .	15
Appendix II		-	Details of Directors Offering Themselves for Re-election . . . . . . . . .	18
Appendix III		-	Letter from the Independent Board Committee . . . . . . . . . . . . . . . .	22
Appendix IV		-	Letter from the Independent Financial Adviser . . . . . . . . . . . . . . . .	24
Appendix V		-	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	37
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .				43
Accompanying document:
- form of proxy

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DEFINITIONS

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

"2019 Master Engagement	the master agreement dated 1 April 2019 and made between the
Agreement"	Company and CSCECL in respect of the engagement by the Group
	of the CSCECL Group as contractor providing Construction
	Related Services to the Group in Mainland China
"AGM"	the annual general meeting of the Company to be held at 11:00 a.m.
	on Friday, 14 June 2019 at LL Level, Ballroom, Conrad Hong
	Kong, Pacific Place, 88 Queensway, Hong Kong, the notice of
	which is set out on pages 43 to 49 of this circular, or any
	adjournment thereof
"Annual Report"	the annual report of the Company for the year ended 31 December
	2018
"Articles"	the articles of association of the Company
"associate(s)"	has the same meaning as ascribed to it under the Listing Rules
"associated corporation"	has the same meaning as ascribed to it under the SFO
"Board"	the board of Directors
"Cap(s)"	the maximum total contract sum of the contracts providing for
	Construction Related Services that may be awarded by the Group
	to the CSCECL Group for each year/period under the 2019 Master
	Engagement Agreement
"CCT Resolution"	the ordinary resolution to approve the 2019 Master Engagement
	Agreement and the Continuing Connected Transactions
"close associate(s)"	has the same meaning as ascribed to it under the Listing Rules
"COGO"	China Overseas Grand Oceans Group 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:
	81)
"COHL"	China Overseas Holdings Limited, a company incorporated in
	Hong Kong with limited liability, the controlling shareholder of the
	Company
"Companies Ordinance"	the Companies Ordinance (Chapter 622 of the Laws of Hong
	Kong), as amended from time to time

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	DEFINITIONS
"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
"connected person(s)"	has the same meaning as ascribed to it under the Listing Rules
"Construction Related	services including building design, construction, piling and
Services"	foundation, building and property fitting-out work, interior
	decoration, installation of air-conditioning units and elevators
"Continuing Connected	the transactions contemplated under the 2019 Master Engagement
Transactions"	Agreement, as described under the section headed "Renewal of
	Master Engagement Agreement with 中國建築股份有限公司
	(China State Construction Engineering Corporation Limited)" in
	this circular
"COPL"	China Overseas Property 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: 2669)
"core connected person(s)"	has the same meaning as ascribed to it under the Listing Rules
"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"	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 Mainland China, being the ultimate holding
	company of the Company
"CSCECL"	中國建築股份有限公司 (China State Construction Engineering
	Corporation Limited), a joint stock company incorporated in
	Mainland China and whose shares are listed on the Shanghai Stock
	Exchange and a non-wholly owned subsidiary of CSCEC
"CSCECL Group"	CSCECL and its subsidiaries (for the purpose of this circular
	excluding COHL, the Company, CSC and COPL, and their
	respective subsidiaries) from time to time
"Directors"	the directors of the Company
"General Mandate"	a general mandate to allot, issue and deal with new Shares not
	exceeding 20% of the number of Shares in issue as at the date of
	passing the relevant resolution

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	DEFINITIONS
"Group"	the Company and its subsidiaries (excluding subsidiary(ies) listed
	on any stock exchange) from time to time
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the People's
	Republic of China
"Independent Board	the independent board committee of the Company, comprising all
Committee"	the independent non-executive Directors to advise the Independent
	Shareholders on the 2019 Master Engagement Agreement (together
	with the Caps) and the Continuing Connected Transactions
"Independent Financial	Red Sun Capital Limited, a licensed corporation to carry out Type
Adviser" or "Red Sun"	1 (dealing in securities), and Type 6 (advising on corporate
	finance) regulated activities under the SFO, being the independent
	financial adviser appointed by the Company to advise the
	Independent Board Committee and the Independent Shareholders
	in respect of the 2019 Master Engagement Agreement (together
	with the Caps) and the Continuing Connected Transactions
"Independent	the Shareholder(s), other than CSCECL and its associates
Shareholder(s)"
"Latest Practicable Date"	15 April 2019, 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
"Macao"	the Macao Special Administrative Region of the People's Republic
	of China
"Mainland China"	the People's Republic of China, which for the purpose of this
	circular excludes Hong Kong, Macao and Taiwan
"Notice of AGM"	the notice convening the AGM as set out on pages 43 to 49 of this
	circular
"Previous Master	the master agreement dated 16 May 2016 and made between the
Engagement Agreement"	Company and CSCECL in respect of the engagement of the
	CSCECL Group as construction contractor of the Construction
	Related Services in Mainland China
"RMB"	Renminbi, the lawful currency of Mainland China

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