CHINA OVERSEAS GRAND OCEANS : Announcements and Notices - Notice of General Meeting

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

(Incorporated in Hong Kong with limited liability)

(Stock Code: 81)

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT a general meeting (the ''GM'') of China Overseas Grand Oceans Group Limited (the ''Company'') will be held at Unit 6703, Level 67, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong on Friday, 29 December 2017 at 11:00 a.m. to consider and if thought fit, passing the following resolutions as ordinary resolutions of the Company, with or without amendments. Capitalised terms contained in the circular dated 11 December 2017 (the ''Circular'') issued by the Company shall have the same meanings when used herein unless otherwise specified.

ORDINARY RESOLUTIONS

• 1. ''THAT:

  • (a) the Rights Issue substantially on the terms and conditions set out in the Circular, a copy of which marked ''A'' is produced to the meeting and signed by the Chairman of the meeting for the purpose of identification, be and is hereby approved and the Directors be and are hereby authorised to allot and issue such Rights Shares by way of rights and otherwise on the terms set out in such document;

  • (b) the terms of the Underwriting Agreement, a copy of which marked ''B'' is produced to the meeting and signed by the Chairman of the meeting for the purpose of identification, be and is hereby approved and confirmed and the Directors be and are hereby authorised to implement the transactions contemplated under the Underwriting Agreement; and

  • (c) subject to the Whitewash Waiver granted or to be granted by the Executive to the Concert Group, the Whitewash Waiver be and is hereby approved and the Directors be and are hereby authorised to do all such things and acts and execute all documents which they consider necessary, desirable or expedient to implement or to give effect to any matters relating to the Whitewash Waiver.''

• 2. ''THAT Mr. Yan Jianguo be re-elected as Director of the Company.''

Yours faithfully,

By Order of the Board

China Overseas Grand Oceans Group Limited

Zhang Guiqing

Director and Chief Executive Officer

Hong Kong, 11 December 2017

Registered office: Unit 6703, Level 67 International Commerce Centre 1 Austin Road West

Kowloon

Hong Kong

Notes:

• 1. A form of proxy for the GM is enclosed with the circular of the Company.

• 2. For the purpose of determining the list of Shareholders who are entitled to attend and vote at the GM, the Shareholders' register of the Company will be closed on Thursday, 21 December 2017 to Friday, 29

  December 2017 (both days inclusive). No transfer of Shares will be registered during this period. In order to qualify to attend and vote at the GM, all instruments of transfer together with the relevant Share certificate(s) must be lodged 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 Wednesday, 20 December 2017.

• 3. Any Shareholder entitled to attend and vote at the GM convened by the above notice is entitled to appoint another person as his proxy to attend and vote instead of him. A Shareholder who is the holder of two or more Shares may appoint more than one proxy to attend on the same occasion. A proxy need not be a Shareholder. A form of proxy for use at the GM is enclosed herewith.

• 4. Pursuant to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (''Listing Rules''), all votes of the Shareholders at the meeting in respect of the resolutions set out in this notice will be taken by poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

• 5. Where there are joint registered holders of any Share, any one of such persons may vote at the GM, either personally or by proxy, in respect of such Share as if he were solely entitled thereto; but if more than one of such joint holders be present at the GM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such Share shall alone be entitled to vote in respect thereof.

• 6. To be valid, the form of proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of attorney or authority must be deposited at the Registrar, Tricor Standard Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time for holding the GM or any adjournment thereof.

• 7. Delivery of the form of proxy will not preclude a Shareholder from attending and voting in person at the GM or any adjourned meeting or upon the poll concerned and, in such event, the instrument appointing a proxy will be deemed to be revoked.

As at the date of this notice, the Board comprises two non-executive Directors, namely Mr.

Yan Jianguo (Chairman) and Mr. Yung Kwok Kee, Billy (Vice-Chairman), three executive Directors, namely Mr. Zhang Guiqing, Mr. Wang Man Kwan, Paul and Mr. Yang Lin, and three independent non-executive Directors, namely Dr. Chung Shui Man, Timpson, Mr. Lam Kin Fung, Jeffrey and Mr. Lo Yiu Ching, Dantes.