CHINA OVERSEAS GRAND OCEANS : Proxy Form

(Incorporated in Hong Kong with limited liability)

(Stock Code: 81)

PROXY FORM

Form of proxy for the General Meeting to 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..

I/We1 ofbeing the registered holder(s) of2 (the ''Company''), hereby appoint3 of

ordinary shares of China Overseas Grand Oceans Group Limitedor failing him, the Chairman of the General Meeting, as my/our proxy to attend on my/our behalf at the meeting (and at any adjournment thereof) to vote for me/us in my/our name(s) in respect of the resolution set out in the notice of the meeting (with or without amendments) as hereunder indicated.

Ordinary Resolutions5

For4

Against4

• 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 Notice.

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

Dated this

day of

2017.

Signature(s)6:

Notes:

• 1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.

• 2. Please insert the number of shares of the Company registered in your name(s); if no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).

• 3. Full name and address of proxy to be inserted in BLOCK CAPITALS. IF NOT COMPLETED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY.

• 4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK IN THE BOX MARKED ''FOR'' BESIDE THE APPROPRIATE RESOLUTION. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK IN THE BOX MARKED ''AGAINST'' BESIDE THE APPROPRIATE RESOLUTION. If no direction is given, the proxy will be entitled to vote or abstain as he thinks fit. Your proxy will be entitled to vote or abstain at his discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

• 5. The description of the resolution is by way of summary only. The full texts of the ordinary resolution appear in the notice of the General Meeting contained in the circular to the shareholders of the Company dated 11 December 2017.

• 6. This form of proxy must be signed by you or your attorney duly authorised in writing or, if you are a corporation, must either be executed under seal or under the hand of an officer or attorney duly authorised.

• 7. To be valid, this form of proxy, together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of that power or authority must be deposited at the share registrar of the Company, Tricor Standard Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or any adjourned meeting.

• 8. Where there are joint registered holders of any share, any one of such persons may vote at any meeting, 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 are present at any meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such share shall alone be entitled to vote in respect thereof.

• 9. The proxy need not be a member of the Company but must attend the meeting in person to represent you.

• 10. Completion and return of the form of proxy will not preclude you from attending the meeting or any adjournment thereof and voting in person if you so wish and in such event, the form of proxy will be deemed to be revoked.

• 11. Any alteration to this form of proxy must be initialled by the person who signs it.

PERSONAL INFORMATION COLLECTION STATEMENT

''Personal Data'' in this proxy form has the same meaning as ''personal data'' in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (''PDPO''), which includes your and your proxy's name and address.

Your and your proxy's Personal Data provided on this proxy form is supplied on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the General Meeting of the Company (the ''Purposes''). Failure to provide sufficient information may render the Company not able to process your instructions and/or request as stated in this proxy form.

Your and your proxy's Personal Data may be disclosed or transferred by the Company to its subsidiaries, share registrar, agent, contractor, or third party service provider who provides administrative, computer and other services to the Company for use in connection with the Purposes and to such parties who are authorized by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Such Personal Data will be retained for such period as may be necessary to fulfill the Purposes.

By providing your proxy's Personal Data in this form, you should have obtained the express consent (which has not been withdrawn in writing) from your proxy in using his/her personal data provided in this proxy form and that you have informed your proxy of the purpose for and the manner in which his/her data may be used.

You/your proxy have/has the right to request access to and/or correction of your/your proxy's Personal Data in accordance with the provisions of the PDPO. We have the right to charge a reasonable fee for processing any Personal Data access and/or correction request. Any request for access to and/or correction of your/your proxy's Personal Data should be in writing and sent to the Personal Data Privacy Officer of the Company's share registrar, Tricor Standard Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong.