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

PASSING AWAY OF INDEPENDENT NON-EXECUTIVE DIRECTOR, CHAIRMAN OF AUDIT COMMITTEE AND MEMBER OF INVESTMENT COMMITTEE

The board of directors (the ''Board'') of Sino-Ocean Group Holding Limited (the ''Company'', together with its subsidiaries, the ''Group'') announces with great sadness that Mr. Tsang Hing Lun, an independent non-executive director, the chairman of the audit committee and a member of the investment committee of the Company, passed away on 4 June 2017.

The directors of the Company would like to express their deepest sorrow for the passing away of Mr. Tsang and convey their deepest condolences to his family. The Board would also like to express its sincere appreciation to the late Mr. Tsang for his invaluable contribution to the Group in the past. The Board is of the opinion that the passing away of Mr. Tsang does not have material effect on the operations of the Group.

Following the passing away of Mr. Tsang, the Board consists of 14 members, including six executive directors, four non-executive directors and four independent non-executive directors, and the number of independent non-executive directors has fallen below the requirement under Rule 3.10A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ''Listing Rules''), which provides that an issuer must appoint independent non-executive directors representing at least one-third of the board.

Mr. Tsang was the chairman of the audit committee and a member of the investment committee of the Company. Following the passing away of Mr. Tsang, the number of the members of the audit committee is reduced from five to four, including two independent non-executive directors and two non-executive directors. Accordingly, the Company is not in compliance with Rule 3.21 of the Listing Rules, which provides that the majority of the audit committee members must be independent non-executive directors and the audit committee must be chaired by an independent non-executive director.

The Company will take actions to comply with the relevant requirements under the Listing Rules as soon as practicable and within three months from 4 June 2017, and will make a further announcement in due course.

By order of the Board

Sino-Ocean Group Holding Limited CHUNG Kai Cheong

Company Secretary

Hong Kong, 6 June 2017

As at the date of this announcement, the directors of the Company comprise Mr. LI Ming, Mr. LI Hu, Mr. WANG Yeyi, Mr. SUM Pui Ying, Mr. WEN Haicheng and Mr. LI Hongbo as executive directors; Mr. ZHAO Lijun, Mr. YAO Dafeng, Mr. FANG Jun and Ms. SHANGGUAN Qing as non-executive directors; and Mr. HAN Xiaojing, Mr. WANG Zhifeng, Mr. SUEN Man Tak and Mr. JIN Qingjun as independent non-executive directors.

Sino-Ocean Land Holdings Limited published this content on 05 June 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 06 June 2017 11:48:13 UTC.