CHINA OVERSEAS GRAND OCEANS : Announcements and Notices - (1)voting Results at the General Meeting Held on 29 December 2017; (2)grant of the Whitewash Waiver to Coli; and (3)commencement of Dealings in the Shares on An Ex-rights Basis

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

(incorporated in Hong Kong with limited liability)

(incorporated in Hong Kong with limited liability)

(Stock Code: 81)

(Stock Code: 688)

(1) VOTING RESULTS AT THE GENERAL MEETING

HELD ON 29 DECEMBER 2017;

(2) GRANT OF THE WHITEWASH WAIVER TO COLI; AND

(3) COMMENCEMENT OF DEALINGS IN THE SHARES

ON AN EX-RIGHTS BASIS

Reference is made to the circular of China Overseas Grand Oceans Group Limited (the ''Company'') dated 11 December 2017 (the ''Circular'') in relation to the Rights Issue, the Underwriting Agreement and the transactions contemplated thereunder, the Whitewash Waiver and the re-election of non-executive Director. Unless otherwise specified, capitalised terms used herein shall have the same meanings as defined in the Circular.

POLL RESULTS AT THE GM

At the GM held at Unit 6703, Level 67, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong on 29 December 2017, a poll was demanded by the chairman of the GM for voting on the resolutions as set out in the notice of GM dated 11 December 2017 (the ''GM Notice'').

The Company's share registrar, Tricor Standard Limited, was appointed as the scrutineer at the GM for the purpose of vote-taking.

The Board is pleased to announce that the ordinary resolution no. 1 as set out in the GM Notice was duly passed by the Independent Shareholders while the ordinary resolution no. 2 as set out in the GM Notice was duly passed by the Shareholders by way of poll at the GM, and the poll results are set out as follows:

No. of votesNo.

Ordinary Resolutions

(%) ForNo. of votes (%) AgainstTotal no. of votes

• 1. To approve the Rights Issue, the Underwriting Agreement and the transactions contemplated thereunder, and the Whitewash Waiver in terms as set out in the GM Notice.

• 2. To re-elect Mr. Yan Jianguo as a director of the Company.

As more than 50% of the votes were cast in favour of the above resolutions, the above resolutions were duly passed as ordinary resolutions.

Notes:

• 1. The full text of the ordinary resolutions is set out in the GM Notice.

• 2. As at the date of the GM, the total number of Shares in issue was 2,282,239,894 Shares.

• 3. In accordance with the Listing Rules and Takeovers Code and as disclosed in the Circular, the Concert Group (which is interested in an aggregate of 867,133,799 Shares as at the date of the GM, representing approximately 37.99% of the issued Shares as at the date of the GM) was required to abstain and has abstained from voting on the ordinary resolution no. 1 to approve the Rights Issue, the Underwriting Agreement and the transactions contemplated thereunder, and the Whitewash Waiver at the GM. Therefore, the total number of Shares entitling the Independent Shareholders to attend and vote for or against the ordinary resolution no. 1 at the GM was 1,415,106,095 Shares.

• 4. No Shareholder was required to abstain from voting on the ordinary resolution no. 2 to re-elect Mr. Yan Jianguo as a Director under the Listing Rules. Therefore, the total number of Shares entitling the Shareholders to attend and vote for or against the ordinary resolution no. 2 at the GM was 2,282,239,894 Shares.

• 5. Save as disclosed above, there was no Shareholder who (a) was entitled to attend and abstain from voting in favour of the resolutions at the GM as set out in Rule 13.40 of the Listing Rules; and (b) has stated his/her intention in the Circular to vote against or to abstain from voting on the resolutions at the GM.

SHAREHOLDING STRUCTURE OF THE COMPANY

Set out below are the shareholding structures of the Company before and after the Rights Issue, assuming there is no change in the issued share capital of the Company since the date of this joint announcement up to the Record Date:

As at the date of this joint announcementImmediately after Completion, assuming that all the Qualifying Shareholders have taken up their respective entitlements of Rights

Shares in fullImmediately after Completion, assuming that no Qualifying Shareholder (except Star Amuse and Chung Hoi) has taken up any of the

Rights Shares

Notes:

• 1. These Shares are held by Star Amuse and Chung Hoi. Star Amuse is a wholly-owned subsidiary of Big Crown Limited (''Big Crown''). Big Crown and Chung Hoi are wholly-owned subsidiaries of COLI.

• 2. (a) Dr. Timpson Chung Shui Ming, an independent non-executive Director, is interested in 363,250 Shares. He is also an independent director of CSCECL, the intermediate holding company of COLI; and (b) Mr. Luo Liang, an executive director of COLI, is interested in 70,000 Shares. Therefore, each of Dr. Timpson Chung Shui Ming and Mr. Luo Liang is, pursuant to the presumption of acting in concert under the Takeovers Code, a class (2) person deemed to be acting in concert with COLI and is a member of the

• Concert Group. Mr. Luo's current level of interest has been held since 2014.

• 3. According to public record, (i) 307,592,438 Shares are held by a trust for the benefit of Mr. Yung Kwok Kee, Billy and his family members; (ii) 17,849,999 Shares are held by Mr. Yung Kwok Kee, Billy in the capacity of beneficial owner; and (iii) 41,713,250 Shares are held by Extra-Fund Investment Limited, a wholly-owned subsidiary of Shell Electric Holdings Limited, which in turn is owned as to 80.45% by Red Dynasty Investments Limited, a company wholly owned by Mr. Yung Kwok Kee, Billy.

• 4. These Shares are held by Mr. Yang Lin and his spouse.

• 5. Certain percentage figures included in this table have been subject to rounding adjustments. Accordingly, figures shown as totals may not be an arithmetic aggregation of the figures preceding them.

• 6. Based on the assumption that no new Shares (other than the Rights Shares) are allotted and issued on or before Completion.

GRANT OF THE WHITEWASH WAIVER TO COLI

On 27 December 2017, the Executive granted the Whitewash Waiver to COLI subject to (a) the Rights Issue being approved by a vote of the Independent Shareholders at the GM, to be taken on a poll; and (b) unless the Executive gives prior consent, no acquisition or disposal of voting rights of the Company being made by COLI and parties acting in concert with it between the date of the Joint Announcement and the date of Completion. As at the date of this joint announcement, condition (a) as mentioned above had been fulfilled. In addition, the Concert Group had not acquired or disposed of any voting rights of the Company during the Relevant Period and up to the date of this joint announcement. Accordingly, subject to fulfillment of condition (b), no mandatory general offer under Rule 26 of the Takeovers Code will be required to be made by the Concert Group for all the Shares not already owned or agreed to be acquired by the Concert Group as a result of the Rights Issue pursuant to the Underwriting Agreement and the Irrevocable Undertaking.

Shareholders and potential investors should be aware that there is a possibility that, upon Completion, the Concert Group may hold more than 50% of the voting rights of the Company. Hence, the Concert Group may increase its holdings of voting rights of the Company without incurring any further obligation under Rule 26 of the Takeovers Code to make a general offer.

COMMENCEMENT OF DEALINGS IN THE SHARES ON AN EX-RIGHTS BASIS

Pursuant to the expected timetable for the Rights Issue as set out in the Circular, (a) the last day for dealing in the Shares on a cum-rights basis is expected to be Tuesday, 2 January 2018; and (b) the Shares are expected to be dealt in on an ex-rights basis from Wednesday, 3 January 2018.

To qualify for the Rights Issue, a Shareholder must be registered as a member of the Company as at the close of business on the Record Date, which is Thursday, 11 January 2018, and be a Qualifying Shareholder. In order to be registered as a member of the Company on the Record Date so as to qualify for the Rights Issue, all transfer documents of the Shares must be lodged (together with the relevant Share certificates) with the Registrar, Tricor Standard Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration no later than 4:30 p.m. on Thursday, 4 January 2018. The register of members of the Company will be closed from Friday, 5 January 2018 to Thursday, 11 January 2018 (both dates inclusive) during which period no transfer of Shares will be registered.

Subject to the registration of the Prospectus Documents with the Registrar of Companies in Hong Kong, it is expected that the Prospectus Documents will be despatched to the Qualifying Shareholders on Friday, 12 January 2018.

WARNING OF THE RISKS OF DEALING IN SHARES AND NIL-PAID RIGHTS SHARES

The Rights Issue is conditional, inter alia, upon the fulfilment of the conditions set out under the paragraph headed ''The Underwriting Agreement - Conditions of the Rights Issue'' of the Circular. Accordingly, the Rights Issue may or may not proceed.

The last day for dealing in the Shares on a cum-rights basis is expected to be Tuesday, 2 January 2018. The Shares are expected to be dealt in on an ex-rights basis from Wednesday, 3 January 2018. The Rights Shares are expected to be dealt in their nil-paid form from Tuesday, 16 January 2018 to Tuesday, 23 January 2018 (both days inclusive).

Any Shareholder or other person dealing in Shares up to the date on which all the conditions to which the Rights Issue is subject are fulfilled (and the date on which the Underwriter's right of termination of the Underwriting Agreement ceases) and any person dealing in the nil-paid Rights Shares during the period from Tuesday, 16 January 2018 to Tuesday, 23 January 2018 (both days inclusive) will bear the risk that the Rights Issue may not become unconditional or may not proceed. If in any doubt, Shareholders and potential investors are recommended to consult their professional advisers. Shareholders and potential investors should exercise caution in dealing in the securities of the Company.

As at the date of this joint announcement, Mr. Zhang Guiqing, Mr. Paul Wang Man Kwan and Mr. Yang Lin are the executive Directors; Mr. Yan Jianguo and Mr. Yung Kwok Kee, Billy are the non-executive Directors; and Dr. Timpson Chung Shui Ming, Mr. Jeffrey Lam Kin Fung and Mr. Dantes Lo Yiu Ching are the independent non-executive Directors.

The Directors jointly and severally accept full responsibility for accuracy of the information contained in this joint announcement relating to the Company and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by COLI Directors) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading.

As at the date of this joint announcement, Messrs. Yan Jianguo (Chairman and Chief Executive Officer), Luo Liang and Nip Yun Wing are the executive directors of COLI; Mr.

Chang Ying is the non-executive director of COLI; and Mr. Lam Kwong Siu, Madam Fan Hsu Lai Tai, Rita and Mr. Li Man Bun, Brian David are the independent non-executive directors of COLI.

The COLI Directors jointly and severally accept full responsibility for accuracy of the information contained in this joint announcement (other than information relating to the Company) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the Directors) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading.