CHINA OVERSEAS GRAND OCEANS : Announcements and Notices - Renewal of Continuing Connected Transactions - Property Lease Agreements

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(incorporated in Hong Kong with limited liability)

Reference is made to the announcement dated 1 August 2014 in connection with the property lease agreements entered into between the Landlord, a subsidiary of the Company, and subsidiaries of COLI.

The property lease agreements dated 1 August 2014 will expire on 31 July 2017. To renew the agreements, on 28 July 2017, the Landlord has entered into the Renewal Property Lease Agreements with the Tenants respectively for a term of three years commencing from 1 August 2017 and ending on 31 July 2020.

As COLI is a controlling shareholder of the Company holding approximately 37.98% of the number of Shares in issue as at the date of this announcement, COLI and its subsidiaries are connected persons of the Company under Chapter 14A of the Listing Rules. Accordingly, the entering into the Renewal Property Lease Agreements constitutes continuing connected transactions of the Company.

Since the Cap of the Continuing Connected Transactions for each of the 12-month period between 1 August 2017 and 31 July 2020, namely RMB15.405 million (approximately HK$17.750 million), falls below 5% of the applicable percentage ratios according to the Listing Rules, the Continuing Connected Transactions are only subject to reporting, announcement and annual review requirements but exempt from the independent Shareholders' approval. Details of the Renewal Property Lease Agreements will be included in the next published annual report and accounts of the Company pursuant to Rule 14A.71 of the Listing Rules.

The Directors (including the independent non-executive Directors) are of the view that as far as the Shareholders of the Company are concerned, the Renewal Property Lease Agreements are entered into in the ordinary course of the Company's business, on normal commercial terms, fair and reasonable and in the best interests of the Company and its Shareholders as a whole.

Reference is made to the announcement dated 1 August 2014 in connection with the property lease agreements entered into between the Landlord and subsidiaries of COLI.

The property lease agreements dated 1 August 2014 will expire on 31 July 2017. To renew the agreements, on 28 July 2017, the Landlord, a subsidiary of the Company, has entered into the Renewal Property Lease Agreements with the Tenants respectively for a term of three years commencing from 1 August 2017 and ending on 31 July 2020. The principal terms of the agreements are set out below:

1. Renewal Property Lease Agreement for 22nd Floor, China Overseas International Center: Date: 28 July 2017

   Lessor: The Landlord

   Lessee: 北京仁和燕都房地產開發有限公司 (Beijing Ren He Yan Du Real Estate Development Co., Ltd.*), a COLI subsidiary

   Terms:

   Address of premises Area of premises Use Annual Rent Lease Term

   22nd Floor, China Overseas International Center, No.28 Pinganlixi Avenue, Xicheng District, Beijing

   2,355.22

   square metres

   Office RMB10.260 million

   (equivalent to approximately HK$11.822 million) or RMB854,945 (equivalent to HK$985,068) per month. The rent is payable quarterly.

   1 August 2017 to

   31 July 2020

2. Renewal Property Lease Agreement for units 01, 02, 03 & 09 of the 23rd Floor, China Overseas International Center:

Date: 28 July 2017

Lessor: The Landlord

Lessee: 北京中信新城逸海房地產開發有限公司 (Beijing Zhong Xin Xin Cheng Yi Hai Real Estate Development Co., Ltd.*), a COLI subsidiary

Terms:

Units 01, 02, 03 & 09,

23rd Floor, China Overseas International Center, No.28 Pinganlixi Avenue, Xicheng District, Beijing

1,181.2

square metres

Office RMB5.145 million

(equivalent to approximately HK$5.928 million) or RMB428,776 (equivalent to approximately HK$494,036) per month. The rent is payable quarterly.

1 August 2017 to

31 July 2020

The Group is principally engaged in real estate development and investment in the PRC. China Overseas International Center is held by the Landlord as an investment property for rental income purpose. The lease out of the Premises to the Tenants will increase the rental income of the Landlord and provide steady sources of revenues to the Group. The terms of the Renewal Property Lease Agreements have been negotiated on an arm's length basis betweens the Landlord and the Tenants and on normal commercial terms. The rental of the Premises has been arrived at by the reference to (1) the area and location of the Premises; (2) the prevailing rental payable by the tenants in respect of other spaces of China Overseas International Center and (3) the prevailing market conditions.

Annual Cap for the Renewal Property Lease Agreements is RMB15.405 million (approximately HK$17.750 million), being the total rent payable under the Renewal Property Lease Agreements for each of the 12-month period between 1 August 2017 and 31 July 2020. The Cap was determined by reference to the total rent stated in the Renewal Property Lease Agreements and the historical amounts of rental (being RMB14.005 million) paid pursuant to the property lease agreements for each of the 12-month period between 1 August 2014 and 31 July 2017.

The Directors (including the independent non-executive Directors) of the Company are of the view that the Cap for the Renewal Property Lease Agreements is fair and reasonable.

COLI is principally engaged in property development and investment in the PRC. The Tenants are subsidiaries of COLI and their principal activities are property developments in the PRC. As COLI is a controlling shareholder of the Company holding approximately 37.98% of the number of Shares in issue as at the date of this announcement, COLI and its subsidiaries are connected persons of the Company under Chapter 14A of the Listing Rules. Accordingly, the entering into the Renewal Property Lease Agreements constitutes continuing connected transactions of the Company.

Since the Cap of the Continuing Connected Transactions for each of the 12-month period between 1 August 2017 and 31 July 2020, namely RMB15.405 million (approximately HK$17.750 million), falls below 5% of the applicable percentage ratios according to the Listing Rules, the Continuing Connected Transactions are only subject to the reporting, announcement and annual review requirements but exempt from the independent Shareholders' approval. Details of the Renewal Property Lease Agreements will be included in the next published annual report and accounts of the Company pursuant to Rule 14A.71 of the Listing Rules.

The Directors (including the independent non-executive Directors) are of the view that as far as the Shareholders of the Company are concerned, the Renewal Property Lease Agreements are entered into in the ordinary and usual course of the Company's business, on normal commercial terms, fair and reasonable and in the best interests of the Company and the Shareholders as a whole.

Further, none of the Directors has a material interest in the Renewal Property Lease Agreements. However, Mr. Yan Jianguo, being the director of the Company and COLI, who presented at the Board meeting approving the Renewal Property Lease Agreements, had abstained from voting on the relevant Board resolution.

In this announcement, the following expressions shall have the meanings set out below unless the context requires otherwise:

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

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

"Board" the board of Directors of the Company;

"Cap" the maximum rent payable under the Renewal Property Lease Agreements as described under the section headed "Annual Cap" in this announcement;

"COLI" 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), being a controlling shareholder of the Company;

"Company" China Overseas Grand Oceans Group Ltd., 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);

"Continuing Connected Transactions"

the transactions as described under the section headed "Renewal of Continuing Connected Transactions" in this announcement;

"Directors" the directors of the Company;

"Group" the Company and its subsidiaries from time to time;

"Hong Kong" the Hong Kong Special Administrative Region of the PRC;

"HK$" Hong Kong dollars, the lawful currency of Hong Kong;

"Landlord" 北京中京藝苑置業有限公司(Beijing Zhong Jing Yi Yuan Zhi Ye Company Limited*),a limited liability company incorporated in PRC, a subsidiary of the Company;

"Listing Rules" The Rules Governing the Listing of Securities on the Stock Exchange; "PRC" the People's Republic of China, which for the purpose of this

announcement excludes Hong Kong, Macau and Taiwan;

"Premises" Premises on 22nd Floor and Units 01, 02, 03 & 09 of the 23rd Floor, China Overseas International Center, No. 28 Pinganlixi Avenue, Xicheng District, Beijing;