China Overseas Land & Investment : Announcements and Notices - Announcement - Completion of the Major Transaction in Relation to the Acquisition of Property Portfolio from Citic Group and Appointment of Non-executive Director

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This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of China Overseas Land & Investment Limited.

(Incorporated in Hong Kong with limited liability)

(Stock Code: 688)

ANNOUNCEMENT

COMPLETION OF THE MAJOR TRANSACTION IN RELATION TO THE ACQUISITION OF PROPERTY PORTFOLIO FROM CITIC GROUP AND

APPOINTMENT OF NON-EXECUTIVE DIRECTOR

Reference is made to the announcement dated 14 March 2016 and the circular dated 30 June 2016 (the ''Circular'') of China Overseas Land & Investment Ltd. (the ''Company'' and together with its subsidiaries, the ''Group'') in relation to, among other things, the Acquisition. Unless otherwise stated, capitalized terms used herein shall have the same meanings as those defined in the Circular.

THE FINAL CONSIDERATION

As stated in the Circular, the Final Consideration in relation to the Acquisition is based on the valuation results of the CITIC Sale Shares and CITIC Shareholders Loans in the Valuation Report(s) filed with the relevant PRC government authority(ies) in relation to the appraisal of the values of the CITIC Sale Shares and the CITIC Shareholders Loans as at the Record Date. Pursuant to the Sale and Purchase Agreement, the Initial Consideration of RMB31,000 million (equivalent to approximately HK$37,080 million) shall be adjusted to the Final Consideration provided that its amount is not more than 105% and not less than 95% of the Initial Consideration.

The Board announces that the Valuation Report(s) in relation to the Acquisition has been finalized based on which the Final Consideration was determined at HK$37,080,452,621 (equivalent to RMB31,000 million). Pursuant to the Sale and Purchase Agreement, the Company shall settle the Final Consideration by (i) allotment and issue of 1,095,620,154 Consideration Shares at Completion by the Company to the CITIC Sellers (or their nominee) at HK$27.13 per share for a total value of HK$29,724,174,778 (equivalent to approximately RMB24,850 million), representing approximately 10% of the enlarged share capital of the Company immediately after the issuance and allotment of the Consideration Shares; and (ii) the sale of a portfolio of properties at Completion by the Company to the CITIC Sellers (or

their nominee) as the Assets Consideration at a total value of HK$7,356,277,843 (equivalent to approximately RMB6,150 million) based on the valuation results of such properties filed with the relevant PRC government authority(ies).

FURTHER INFORMATION OF THE COLI TARGET GROUP

Based on the Final Consideration, the Board has determined the portfolio of properties to be included in the COLI Target Group which constituted the Assets Consideration sold to the CITIC Sellers (or their nominee).

The COLI Target Group comprises primarily of companies engaged in the development, sale and management of commercial properties and offices in various cities in the PRC. As at 30 April 2016, the total GFA of the property portfolio of the COLI Target Group was approximately 1.0 million sq.m.. Further information on the property portfolio held by the COLI Target Group is set out below:

Property name City

Type of property

Interest attributable to the COLI

Target Group

(%)

Shanghai Huan Yu Tian Xia Commercial Project (''上海寰宇天下商業項目'')

Shanghai Commercial 100%

Nanjing China Overseas Commercial and Office

Building Project (''南京中海商業與寫字樓項目'')

Nanjing Commercial, office

100%

Shenyang Huan Yu City and Office & Commercial Project

(''瀋陽環宇城及寫字樓商業項目'')

Shenyang Commercial, office

100%

Ji'nan Hua Shan Commercial Project (''濟南華山商業項目'')

Ji'nan Commercial 100%

COMPLETION OF THE ACQUISITION

The Board is pleased to announce that all the conditions precedent set out in the Sale and Purchase Agreement had been fulfilled and accordingly, Completion took place on 15 September 2016. After Completion, each of the CITIC Target Companies became a wholly- owned subsidiary of the Company, and the CITIC Shareholders Loans have been assigned to a wholly-owned subsidiary of the Company and are owed by the CITIC Target Group to the Group.

As the Share Consideration, the Company issued 1,095,620,154 Consideration Shares to Complete Noble Investments Limited, being a nominee of the CITIC Sellers and a wholly- owned subsidiary of CITIC Limited. The shareholding structure of the Company prior to and immediately after Completion is set out below:

Immediately prior to

Completion Immediately after Completion

Approximate

Number of Shares held

Approximate percentage of total issued share capital

Number of Shares held

percentage of total issued share capital as enlarged

COHL 5,523,986,255 56.02% 5,523,986,255 50.42%

Silver Lot Development Limited (Note) 509,136,928 5.16% 509,136,928 4.65% Complete Noble Investments Limited - - 1,095,620,154 10.00% Public Shareholders 3,827,458,198 38.82% 3,827,458,198 34.93%

Total 9,860,581,381 100% 10,956,201,535 100%

Note: Silver Lot Development Limited is a direct wholly-owned subsidiary of COHL. COHL, a direct controlling shareholder of the Company, which together with its wholly-owned subsidiary, Silver Lot Development Limited, held 55.07% of the enlarged issued share capital of the Company upon Completion.

As the Assets Consideration, the Company also transferred all the issued shares of Seasonal Luck Limited, being the holding company of the COLI Target Group, to a nominee of the CITIC Sellers which is a wholly-owned subsidiary of CITIC Limited. After Completion, the Group ceased to be holding any interest in the COLI Target Group.

APPOINTMENT OF NON-EXECUTIVE DIRECTOR

Pursuant to the Sale and Purchase Agreement, the Company shall procure a candidate as selected by CITIC Limited to be appointed as a non-executive Director, provided that the nomination is approved by the Board and the nomination committee of the Board. The Board is pleased to announce that Mr. CHANG Ying (''Mr. Chang''), who was selected by CITIC Limited, has been appointed as a non-executive Director with effect from 15 September 2016. The biographical details of Mr. Chang are as follows:

Mr. CHANG Ying

Aged 44, holds a Master degree from the University of New South Wales in Australia and a Master degree from Southeast University in the PRC. Mr. Chang was appointed as a non- executive Director of the Company from 15 September 2016. He joined CITIC Real Estate Co., Ltd. in April 2006 and was its Executive Vice President and Chairman of CITIC Real Estate (Beijing) Investment Co., Ltd. before 15 September 2016. He is currently the Deputy General Manager of Strategic Development Department of CITIC Limited (listed on The Stock Exchange of Hong Kong Limited, code: 00267). Mr. Chang has about 17 years' extensive experience in real estate & investment industry.

Mr. Chang will be entitled to a director's fee amounting to HK$300,000 per annum for acting as a non-executive Director of the Company. There is currently no service contract signed between the Company and Mr. Chang for services as director. There is no agreement as to the director's fee of Mr. Chang and his director's fee will be determined by the Board with reference to his duties and responsibilities with the Company, the Company's standards for emoluments and the prevailing market conditions and subject to the Company's shareholders' approval at the annual general meeting.

All the Directors are not appointed for a specific term but are subject to retirement by rotation and re-election in accordance with the articles of association of the Company which provides that at each annual general meeting one-third of the directors for the time being or, if their number is not three or a multiple of three, then the number nearest one-third, shall retire from office. The retiring directors shall be eligible for re-election and that means all the directors of the Company will be subject to retirement and re-election at least once every

3 years. As a newly appointed director, Mr. Chang will hold office until the first annual general meeting of the Company after his appointment and will be eligible for re-election at such meeting.

Save as disclosed above, as at the date of this announcement and to the best knowledge of the Company, Mr. Chang did not have (a) any relationship with any other Director, senior management or substantial or controlling shareholder of the Company; and (b) any interest or was not deemed to have any interest or short position in any shares, underlying shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance, Chapter 571 of the laws of Hong Kong.

Save as disclosed above, Mr. Chang does not hold any other position with the Company or any of its subsidiaries and did not hold any directorship in the last three years in any other public company, the securities of which are listed on any securities market in Hong Kong or overseas.

Mr. Chang has confirmed that there is no information required to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to (v) of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited and there are no other matters that need to be brought to the attention of the shareholders of the Company in relation to his appointment.

The Board would like to express its warm welcome to Mr. Chang on his joining the Board.

By order of the Board

China Overseas Land & Investment Limited Hao Jian Min

Chairman & Chief Executive Officer

Hong Kong, 15 September 2016

As at the date of this announcement (after the appointment of non-executive director stated herein became effective), Messrs. Hao Jian Min (Chairman and Chief Executive Officer), Xiao Xiao (Vice Chairman), Luo Liang and Nip Yun Wing are the executive Directors; Mr. Zheng Xuexuan and Mr. Chang Ying are the non-executive Directors; and Mr. Lam Kwong Siu, Mr. Li Man Bun, Brian David and Madam Fan Hsu Lai Tai, Rita are the independent non-executive Directors.