China Overseas Grand Oceans : CONNECTED TRANSACTIONS IN RELATION TO FORMATION OF JOINT VENTURE COMPANIES IN HEFEI CITY, ANHUI PROVINCE AND HUIZHOU CITY, GUANGDONG PROVINCE

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.

(incorporated in Hong Kong with limited liability)

(Stock Code: 81)

CONNECTED TRANSACTIONS

IN RELATION TO

FORMATION OF JOINT VENTURE COMPANIES IN

HEFEI CITY, ANHUI PROVINCE

AND

HUIZHOU CITY, GUANGDONG PROVINCE

The Board is pleased to announce that:

1. on 24 July 2020, Hefei Properties (an indirect wholly-owned subsidiary of the Company), Shenzhen Shengduo and Hefei Project Company entered into the Hefei Cooperation Agreement to form a joint venture to develop the Hefei Land in Hefei City, Anhui Province, the PRC. Hefei Properties and Shenzhen Shengduo shall own 60% and 40% of the registered capital of Hefei Project Company, respectively. The total commitment of each of Hefei Properties and Shenzhen Shengduo to Hefei Project Company is RMB1,308,960,000 and RMB872,640,000, respectively; and
2. on 24 July 2020, Huizhou Properties (an indirect wholly-owned subsidiary of the Company), Shenzhen Shengfan and Huizhou Project Company entered into the Huizhou Cooperation Agreement to form a joint venture to develop the Huizhou Land in Huizhou City, Guangdong Province, the PRC. Huizhou Properties and Shenzhen Shengfan shall own 60% and 40% of the registered capital of Huizhou Project Company, respectively. The total commitment of each of Huizhou Properties and Shenzhen Shengfan to Huizhou Project Company is RMB960,000,000 and RMB640,000,000, respectively.

LISTING RULES IMPLICATIONS

As (i) the sole purpose of Hefei Project Company and Huizhou Project Company is to develop the Hefei Land and the Huizhou Land, respectively, each being of revenue nature in the ordinary and usual course of business of the Company; (ii) the transactions contemplated under the Cooperation Agreements are on an arm's length basis and on normal commercial terms; and (iii) each of Hefei Project Company and Huizhou Project Company, may not, without the unanimous consent of its respective shareholders, change the nature and scope of its respective business or enter into any transactions which are not on an arm's length basis, the transactions contemplated under each of the Cooperation Agreements do not constitute notifiable transactions of the Company pursuant to Rule 14.04(1)(f) of the Listing Rules.

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As at the date of this announcement, Ping An Company is the ultimate controlling shareholder of each of Shenzhen Shengduo and Shenzhen Shengfan and a substantial shareholder of Shenzhen Chuangshi (a non wholly-owned subsidiary of the Company). Therefore, each of Ping An Company, Shenzhen Shengduo and Shenzhen Shengfan is an associate of Shenzhen Chuangshi under Rule 14A.13 of the Listing Rules and a connected person of the Company at the subsidiary level. Accordingly, the transactions contemplated under each of the Cooperation Agreements constitute connected transactions of the Company under Chapter 14A of the Listing Rules.

The Directors (including the independent non-executive Directors) have approved the Cooperation Agreements and the transactions contemplated thereunder and have confirmed that the terms are fair and reasonable, on normal commercial terms, in the ordinary and usual course of business and in the interests of the Company and its shareholders as a whole. Accordingly, pursuant to Rule 14A.101 of the Listing Rules, the Cooperation Agreements and the transactions contemplated thereunder are subject only to the reporting and announcement requirements, but are exempt from the circular, independent financial advice and shareholders' approval requirements under Chapter 14A of the Listing Rules.

The principal terms of the Cooperation Agreements are summarised as follows:

THE HEFEI COOPERATION AGREEMENT

Date

24 July 2020

Parties

1. Hefei Properties, an indirect wholly-owned subsidiary of the Company;
2. Shenzhen Shengduo; and
3. Hefei Project Company.

Formation of joint venture

Hefei Properties and Shenzhen Shengduo will, through Hefei Project Company, develop the Hefei Land in Hefei City, Anhui Province, the PRC pursuant to the Hefei Cooperation Agreement. The Hefei Land was successfully bid by Hefei Properties in March 2020 for an aggregate consideration (inclusive of the relevant taxes and stamp duties) of RMB2,014,397,634.50). On 6 July 2020, Hefei Project Company obtained the state-ownedland-use certificate in respect of the Hefei Land and the land use rights of the Hefei Land was transferred to Hefei Project Company.

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Hefei Project Company is a direct wholly-owned subsidiary of Hefei Properties as at the date of this announcement. Upon completion of the formation of joint venture pursuant to the Hefei Cooperation Agreement, Hefei Properties and Shenzhen Shengduo shall own 60% and 40% of the registered capital of Hefei Project Company respectively.

Pursuant to the Hefei Cooperation Agreement:-

1. Hefei Properties has provided shareholder's loans in the aggregate amount of
   RMB2,079,000,000 to Hefei Project Company, part of which was used as payment for the acquisition of the Hefei Land and as initial registered capital of Hefei Project Company; and
2. Shenzhen Shengduo agreed to provide shareholder's loan(s) in the aggregate amount of
   RMB831,600,000 to Hefei Project Company, which will be used to partially repay the shareholder's loan as extended by Hefei Properties for the acquisition of the Hefei Land.

Among the aforementioned shareholders' loans provided by Hefei Properties and Shenzhen Shengduo and further shareholders' loans that may be requested by Hefei Project Company, an aggregate of RMB1,100,000,000 shall be converted into the registered capital of Hefei Project Company, of which RMB660,000,000 and RMB440,000,000 represent the contributions by Hefei Properties and Shenzhen Shengduo on a 60:40 basis, respectively.

Conditions precedent

The Hefei Cooperation Agreement is conditional upon the fulfilment or waiver (as the case may be) of customary condition precedents on or before 31 August 2020, including, among other things, Hefei Project Company having entered into definitive agreement(s) with the relevant governmental authorities in relation to the transfer of land use rights of the Hefei Land to Hefei Project Company and no material adverse change in respect of Hefei Project Company and Hefei Properties having occurred.

The state-ownedland-use rights grant contract in respect of the transfer of land use rights of the Hefei Land to Hefei Project Company was entered into between Hefei Properties and the relevant governmental authorities on 19 March 2020.

Completion

Completion shall take place within 25 Business Days after the date of the Hefei Cooperation Agreement.

Upon completion of the relevant capital injection filings with the relevant governmental authorities by Hefei Project Company, the registered capital of Hefei Project Company will be owned as to 60% and 40% by Hefei Properties and Shenzhen Shengduo respectively, and accordingly, Hefei Project Company will continue to be accounted for as a subsidiary of the Company and its financial results will be consolidated into the Group's consolidated financial statements.

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Shareholders' arrangements

Shareholders' commitment

The shareholders' commitment to fulfill working capital requirements of Hefei Project Company for the development of the Hefei Land is expected to be RMB2,181,600,000, which shall be borne by the shareholders on a pro-rata basis by way of external borrowings and shareholder's loans. Accordingly, the total commitment of each of Hefei Properties and Shenzhen Shengduo to Hefei Project Company is RMB1,308,960,000 and RMB872,640,000, respectively.

The shareholders' loans shall be provided by Hefei Properties and Shenzhen Shengduo to Hefei Project Company in accordance with the terms and conditions of the Hefei Cooperation Agreement and an interest rate of 8% per annum will be generally charged.

The amount of registered capital and loan contribution of each of Hefei Properties and Shenzhen Shengduo were determined after arm's length negotiations between the parties with reference to the working capital requirements of Hefei Project Company and the consideration (inclusive of the relevant taxes and stamp duties) of the Hefei Land. The shareholder's loans which were provided by Hefei Properties was funded by the internal resources of the Group.

Management of Hefei Project Company

Pursuant to the Hefei Cooperation Agreement, the board of directors of Hefei Project Company shall consist of five members, of which Hefei Properties shall have the right to nominate four directors and Shenzhen Shengduo shall have the right to nominate one director. The chairman of Hefei Project Company, who shall also be the legal representative of the Hefei Property Company, shall be a director nominated by Hefei Properties.

Distributions

Hefei Project Company may make distributions to its shareholders on a pro-rata basis after the repayment of all bank borrowings (if any) by Hefei Project Company.

Exit mechanism for Shenzhen Shengduo

In the event that 95% of the saleable floor area has been sold and the relevant sales contracts have been filed with the relevant authorities, Shenzhen Shengduo shall be entitled to exit from the joint venture in accordance with the terms and conditions of the Hefei Cooperation Agreement, which includes the transfer of the equity interest owned by Shenzhen Shengduo to Hefei Properties and Shenzhen Shengduo shall receive its share of the distributable reserves of Hefei Project Company and unsold properties of Hefei Project Company based on the proportion of its equity interest in Hefei Project Company.

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INFORMATION ON THE HEFEI LAND

The Hefei Land is a piece of land with lot no. JK202002 located on the north side of Fanhua Avenue and east side of Susong Road, Hefei Economic and Technological Development Zone, Hefei City, Anhui Province, the PRC（中國安徽省合肥市經開區繁華大道以北、宿松路以 東）.

The Hefei Land is planned for residential and public utility services use, with a total site area of approximately 106,092 sq.m., a residential volume of not more than 2.0, public utility services volume of not more than 1.5, and a term of 70 years for residential purpose and 40 years for public utility services purpose.

On 6 July 2020, Hefei Project Company obtained the state-ownedland-use certificate in respect of the Hefei Land and the land use rights of the Hefei Land was transferred to Hefei Project Company.

The development on the Hefei Land will involve the development and sale of residential properties with a gross floor area of approximately 164,101 sq.m. and public utility services properties with a gross floor area of approximately 18,955 sq.m. on the Hefei Land by Hefei Project Company. The construction of the properties on the Hefei Land commenced in June 2020 and will be completed in December 2022. Further, the pre-sale of the properties on the Hefei Land is expected to commence in December 2020 and to be delivered to the relevant purchasers in March 2023.

Hefei Project Company was established by Hefei Properties in March 2020 for the sole purpose of owning and carrying out the development of the Hefei Land, which was only successfully bid on in March 2020. As at the date of this announcement, the registered capital of Hefei Project Company amounted to RMB10,000,000, which has been fully paid up.

THE HUIZHOU COOPERATION AGREEMENT

Date

24 July 2020

Parties

1. Huizhou Properties, an indirect wholly-owned subsidiary of the Company;
2. Shenzhen Shengfan; and
3. Huizhou Project Company.

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Formation of joint venture

Huizhou Properties and Shenzhen Shengfan will, through Huizhou Project Company, develop the Huizhou Land in Huizhou City, Guangdong Province, the PRC pursuant to the Huizhou Cooperation Agreement. The Huizhou Land was successfully bid by Huizhou Properties in June 2020 for an aggregate consideration (inclusive of the relevant taxes and stamp duties) of RMB1,348,700,275. The state-ownedland-use rights grant contract in respect of the transfer of land use rights of the Huizhou Land to Huizhou Project Company was entered into between Huizhou Project Company and the relevant governmental authorities on 17 June 2020. Pursuant to the Huizhou Cooperation Agreement, Huizhou Project Company shall obtain the state-ownedland-use certificate in respect of the Huizhou Land by 31 August 2020.

Huizhou Project Company is a direct wholly-owned subsidiary of Huizhou Properties as at the date of this announcement. Upon completion of the formation of joint venture pursuant to the Huizhou Cooperation Agreement, Huizhou Properties and Shenzhen Shengfan shall own 60% and 40% of the registered capital of Huizhou Project Company respectively.

Pursuant to the Huizhou Cooperation Agreement:-

1. Huizhou Properties has provided shareholder's loans in the aggregate amount of RMB1,348,700,275 to Huizhou Project Company, which was used as payment for the acquisition of the Huizhou Land; and
2. Shenzhen Shengfan agreed to provide shareholder's loan(s) in the aggregate amount of RMB639,480,110 to Huizhou Project Company, which will be used to partially repay the shareholder's loan as extended by Huizhou Properties for the acquisition of the Huizhou Land.

Among the aforementioned shareholders' loans provided by Huizhou Properties and Shenzhen Shengfan and further shareholders' loans that may be requested by Huizhou Project Company, an aggregate of RMB800,000,000 shall be converted into the registered capital of Huizhou Project Company, of which RMB480,000,000 and RMB320,000,000 represent the contributions by Huizhou Properties and Shenzhen Shengfan on a 60:40 basis, respectively.

Completion

Completion shall take place within 20 Business Days after the parties to the Huizhou Cooperation Agreement have entered into the definitive agreement in respect of the capital injection and the Huizhou Project Company has obtained the state-ownedland-use certificate in respect of the Huizhou Land.

Upon completion of the relevant capital injection filings with the relevant governmental authorities by Huizhou Project Company, the registered capital of Huizhou Project Company will be owned as to 60% and 40% by Huizhou Properties and Shenzhen Shengfan respectively, and accordingly, Huizhou Project Company will continue to be accounted for as a subsidiary of the Company and its financial results will be consolidated into the Group's consolidated financial statements.

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Shareholders' arrangements

Shareholders' commitment

The shareholders' commitment to fulfill working capital requirements of Huizhou Project Company for the development of the Huizhou Land is expected to be RMB1,600,000,000, which shall be borne by the shareholders on a pro-rata basis by way of external borrowings and shareholder's loans. Accordingly, the total commitment of each of Huizhou Properties and Shenzhen Shengfan to Huizhou Project Company is RMB960,000,000 and RMB640,000,000, respectively.

The shareholders' loans shall be provided by Huizhou Properties and Shenzhen Shengfan to Huizhou Project Company in accordance with the terms and conditions of the Huizhou Cooperation Agreement and an interest rate of 8% per annum will be generally charged.

The amount of registered capital and loan contribution of each of Huizhou Properties and Shenzhen Shengfan were determined after arm's length negotiations between the parties with reference to the working capital requirements of Huizhou Project Company and the consideration (inclusive of the relevant taxes and stamp duties) of the Huizhou Land. The shareholder's loans to be provided by Huizhou Properties will be funded by the internal resources of the Group.

Management of Huizhou Project Company

Pursuant to the Huizhou Cooperation Agreement, the board of directors of Huizhou Project Company shall consist of five members, of which Huizhou Properties shall have the right to nominate four directors and Shenzhen Shengfan shall have the right to nominate one director. The chairman of Huizhou Project Company, who shall also be the legal representative of the Huizhou Project Company, shall be a director nominated by Huizhou Properties.

Distributions

Huizhou Project Company may make distributions to its shareholders on a pro-rata basis after the repayment of all bank borrowings (if any) by Huizhou Project Company.

Exit mechanism for Shenzhen Shengfan

In the event that 95% of the saleable floor area has been sold and the relevant sales contracts have been filed with the relevant authorities, Shenzhen Shengfan will be entitled to exit from the joint venture in accordance with the terms and conditions of the Huizhou Cooperation Agreement, which includes the transfer of the equity interest owned by Shenzhen Shengfan to Huizhou Properties and Shenzhen Shengfan shall receive its share of the distributable reserves of Huizhou Project Company and unsold properties of Huizhou Project Company based on the proportion of its equity interest in Huizhou Project Company.

INFORMATION ON THE HUIZHOU LAND

The Huizhou Land is a piece of land with lot no. TC05-01-01located at North Huicheng Station, New Town, Tangquan District, Xiaojinkou, Huicheng District, Huizhou City, Guangdong Province, the PRC（中國廣東省惠州市惠城北站新城湯村片區）.

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The Huizhou Land is planned for residential and commercial use, with a total site area of approximately 77,723.76 sq.m., a plot ratio of not less than 1.0 but not more than 3.0 and a term of 70 years for residential purpose and 40 years for commercial purpose.

The state-ownedland-use rights grant contract in respect of the transfer of land use rights of the Huizhou Land to Huizhou Project Company was entered into between Huizhou Project Company and the relevant governmental authorities on 17 June 2020. Pursuant to the Huizhou Cooperation Agreement, Huizhou Project Company shall obtain the state-ownedland-use certificate in respect of the Huizhou Land by 31 August 2020.

The development on the Huizhou Land will involve the development and sale of residential properties with a gross floor area of approximately 222,948 sq.m. and commercial properties with a gross floor area of approximately 2,224 sq.m. on the Huizhou Land by Huizhou Project Company. The construction of the properties on the Huizhou Land is expected to commence in November 2020 and to be completed in June 2022. Further, the pre-sale of the properties on the Huizhou Land is expected to commence in June 2021 and to be delivered to the relevant purchasers in December 2022.

Huizhou Project Company was established by Huizhou Properties in June 2020 for the sole purpose of owning and carrying out the development of the Huizhou Land, which was only successfully bid in June 2020. As at the date of this announcement, the registered capital of Huizhou Project Company amounted to RMB480,000,000, which has not been paid up.

REASONS FOR AND BENEFITS OF THE TRANSACTIONS CONTEMPLATED UNDER THE COOPERATION AGREEMENTS

The Group is one of the leading property developers that focus its development strategy in third tier cities in the PRC. The formation of joint ventures in respect of each of Hefei Project Company and Huizhou Project Company would be in line with the Group's development. The parties would benefit from the formation of joint ventures through leveraging on the Group's property development expertise whilst improving the capital efficiency and effectiveness, reducing the investment risks and improving returns to the Company's shareholders. The terms of the Cooperation Agreements have been arrived at after arm's length negotiations between the parties.

The Directors (including the independent non-executive Directors) have approved the Cooperation Agreements and the transactions contemplated thereunder, and have confirmed that the terms are fair and reasonable, on normal commercial terms and in the interests of the Company and its shareholders as a whole.

None of the Directors has any material interest in the Cooperation Agreements and the transactions contemplated thereunder, and none of the Directors has abstained from voting on the respective Board resolutions approving the Cooperation Agreements and the transactions contemplated thereunder.

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INFORMATION OF THE PARTIES TO THE COOPERATION AGREEMENTS AND THEIR ULTIMATE CONTROLLING SHAREHOLDER

The Group

The Company is a company incorporated in Hong Kong with limited liability and whose shares are listed on the Main Board of the Stock Exchange. The Group is principally engaged in property investment and development, property leasing and investment holding.

CSCEC

CSCEC is a state-owned enterprise organised and existing under the laws of the PRC and is the ultimate holding company of China Overseas Land & Investment Limited, the controlling shareholder of the Company. CSCEC together with its subsidiaries (excluding those listed on any stock exchange), is a conglomerate principally engaged in building construction, international contracting, real estate development and investment, infrastructure construction and investment and design prospecting.

Hefei Properties

Hefei Properties is a company established in the PRC with limited liability and is an indirect wholly-owned subsidiary of the Company. Hefei Properties is principally engaged in property development.

Shenzhen Shengduo

Shenzhen Shengduo is a company established in the PRC with limited liability and whose ultimate controlling shareholder is Ping An Company. Shenzhen Shengduo is principally engaged in investment management in the PRC.

Hefei Project Company

Hefei Project Company was established by Hefei Properties on 24 March 2020 in the PRC with limited liability with a registered capital of RMB10,000,000. It is a direct wholly-owned subsidiary of Hefei Properties and is principally engaged in the development of the Hefei Land. As at the date of this announcement, the registered capital of Hefei Project Company has been fully paid-up.

Huizhou Properties

Huizhou Properties is a company established in the PRC with limited liability and is an indirect wholly-owned subsidiary of the Company. Huizhou Properties is principally engaged in property development.

Shenzhen Shengfan

Shenzhen Shengfan is a company established in the PRC with limited liability and whose ultimate controlling shareholder is Ping An Company. Shenzhen Shengfan is principally engaged in enterprise management consulting.

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Huizhou Project Company

Huizhou Project Company was established by Huizhou Properties on 12 June 2020 in the PRC with limited liability with a registered capital of RMB480,000,000. It is a direct wholly-owned subsidiary of Huizhou Properties and is principally engaged in the development of the Huizhou Land. As at the date of this announcement, the registered capital of Huizhou Project Company has not been paid-up.

Ping An Company

Ping An Company is a company incorporated in the PRC with limited liability and whose H shares are listed on the Main Board of the Stock Exchange and whose A shares are listed on the Shanghai Stock Exchange. The business scope of the Ping An Company includes investing in financial and insurance enterprises, as well as supervising and managing various domestic and overseas businesses of subsidiaries, and controlled funds.

LISTING RULES IMPLICATIONS

As (i) the sole purpose of Hefei Project Company and Huizhou Project Company is to develop the Hefei Land and the Huizhou Land, respectively, each being of revenue nature in the ordinary and usual course of business of the Company; (ii) the transactions contemplated under the Cooperation Agreements are on an arm's length basis and on normal commercial terms; and

1. each of Hefei Project Company and Huizhou Project Company, may not, without the unanimous consent of its respective shareholders, change the nature and scope of its respective business or enter into any transactions which are not on an arm's length basis, the transactions contemplated under each of the Cooperation Agreements do not constitute notifiable transactions of the Company pursuant to Rule 14.04(1)(f) of the Listing Rules.

As at the date of this announcement, Ping An Company is the ultimate controlling shareholder of each of Shenzhen Shengduo and Shenzhen Shengfan and a substantial shareholder of Shenzhen Chuangshi (non wholly-owned subsidiary of the Company). Therefore, each of Ping An Company, Shenzhen Shengduo and Shenzhen Shengfan is an associate of Shenzhen Chuangshi under Rule 14A.13 of the Listing Rules and a connected person of the Company at the subsidiary level. Accordingly, the transactions contemplated under each of the Cooperation Agreements constitute connected transactions of the Company under Chapter 14A of the Listing Rules.

The Directors (including the independent non-executive Directors) have approved the Cooperation Agreements and the transactions contemplated thereunder and have confirmed that the terms of the Cooperation Agreements and the transactions contemplated thereunder are fair and reasonable, on normal commercial terms, in the ordinary and usual course of business and in the interests of the Company and its shareholders as a whole. The relevant percentage ratios in relation to the Cooperation Agreements and the transactions contemplated thereunder exceed 5% and based on the above, pursuant to Rule 14A.101 of the Listing Rules, the Cooperation Agreements and the transactions contemplated thereunder are subject only to the reporting and announcement requirements, but are exempt from the circular, independent financial advice and shareholders' approval requirements under Chapter 14A of the Listing Rules.

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DEFINITIONS

Unless otherwise stated, the following words and phrases have the following meanings in this announcement:

"associate(s)",	each shall have the meaning ascribed to it under the Listing
"connected person(s)",	Rules
"connected transaction(s)",
"controlling shareholder",
"percentage ratio(s)",
"subsidiary(ies)" and
"substantial shareholder(s)"
"Board"	the board of Directors
"Business Day"	a day (other than a Saturday or Sunday or public holiday
	in the PRC)
"Company"	China Overseas Grand Oceans Group 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: 81)
"Cooperation Agreements"	collectively, the Hefei Cooperation Agreement and the
	Huizhou Cooperation Agreement
"CSCEC"	中 國 建 築 集 團 有 限 公 司 (China State Construction
	Engineering Corporation*), a state-owned enterprise
	organised and existing under the laws of the PRC, and the
	ultimate holding company of the China Overseas Land &
	Investment Limited, the controlling shareholder of the
	Company
"Directors"	directors of the Company
"Group"	the Company and its subsidiaries from time to time
"Hefei Cooperation	the cooperation agreement dated 24 July 2020 entered into
Agreement"	between Hefei Properties, Shenzhen Shengduo and Hefei
	Project Company in relation to, among others, the
	formation of joint venture by Hefei Properties and
	Shenzhen Shengduo in respect of Hefei Project Company
"Hefei Land"	a piece of land with the lot no. JK202002 located on the
	north side of Fanhua Avenue and east side of Susong Road,
	Hefei Economic and Technological Development Zone,
	Hefei City, Anhui Province, the PRC（中國安徽省合肥
	市經開區繁華大道以北、宿松路以東）

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"Hefei Project Company"	合 肥 中 海 海 榮 房 地 產 有 限 責 任 公 司 (Hefei China
	Overseas Hairong Real Estate Co., Ltd.*), a company
	established in the PRC with limited liability and a direct
	wholly-owned subsidiary of Hefei Properties as at the date
	of this announcement
"Hefei Properties"	中 海 宏 洋 地 產 （ 合 肥 ） 有 限 公 司 (China Overseas
	Grand Oceans Properties (Hefei) Co., Ltd.*), a company
	established in the PRC with limited liability and an indirect
	wholly-owned subsidiary of the Company
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"Huizhou Cooperation	the cooperation agreement dated 24 July 2020 entered into
Agreement"	between Huizhou Properties, Shenzhen Shengfan and
	Huizhou Project Company in relation to, among others, the
	formation of joint venture by Huizhou Properties and
	Shenzhen Shengfan in respect of Huizhou Project
	Company
"Huizhou Land"	a piece of land with lot no. TC05-01-01 located at North
	Huicheng Station, New Town, Tangquan District,
	Xiaojinkou, Huicheng District, Huizhou City, Guangdong
	Province, the PRC（中國廣東省惠州市惠城北站新城湯
	村片區）
"Huizhou Project Company"	惠州市海平地產有限公司 (Huizhou Haiping Properties
	Co., Ltd.*), a company established in the PRC with limited
	liability and a direct wholly-owned subsidiary of Huizhou
	Properties as at the date of this announcement
"Huizhou Properties"	惠 州 市 中 海 宏 洋 地 產 有 限 公 司 (Huizhou China
	Overseas Grand Oceans Properties Co., Ltd.*), a company
	established in the PRC with limited liability and an indirect
	wholly-owned subsidiary of the Company
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange as amended from time to time
"Ping An Company"	Ping An Insurance (Group) Company of China, Ltd., a
	company incorporated in the PRC with limited liability and
	whose H shares are listed on the Main Board of the Stock
	Exchange (stock code: 2318) and whose A shares are listed
	on the Shanghai Stock Exchange (stock code: 601318)
"PRC"	the People's Republic of China (for the purpose of this
	announcement, excluding Hong Kong, the Macao Special
	Administrative Region of the PRC and Taiwan);

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"RMB"	Renminbi, the lawful currency of the PRC
"Shenzhen Chuangshi"	深圳市創史企業管理有限公司 (Shenzhen Chuangshi
	Enterprise Management Co., Ltd.*), a company
	established in the PRC with limited liability and a non
	wholly-owned subsidiary of the Company as at the date of
	this announcement
"Shenzhen Shengduo"	深圳市盛鐸企業管理有限公司 (Shengduo (Shenzhen)
	Enterprise Management Co., Ltd.*), a company
	established in the PRC with limited liability and an indirect
	non wholly-owned subsidiary of Ping An Company
"Shenzhen Shengfan"	深圳市盛繁企業管理有限公司 (Shengfan (Shenzhen)
	Enterprise Management Co., Ltd.*), a company
	established in the PRC with limited liability and an indirect
	non wholly-owned subsidiary of Ping An Company
"sq.m."	square metre(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"%"	per cent.

* For identification purpose only

By order of the Board

CHINA OVERSEAS GRAND OCEANS

GROUP LIMITED

Zhuang Yong

Chairman and Executive Director

Hong Kong, 24 July 2020

As at the date of this announcement, the Board comprises eight directors, of which three are executive directors, namely Mr. Zhuang Yong, Mr. Yang Lin and Mr. Paul Wang Man Kwan; two non-executive directors, namely Mr. Yan Jianguo and Mr. Billy Yung Kwok Kee, and three independent non-executive directors, namely Dr. Timpson Chung Shui Ming, Mr. Jeffrey Lam Kin Fung and Mr. Dantes Lo Yiu Ching.

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