China Overseas Grand Oceans : CHANGE OF NON-EXECUTIVE DIRECTOR

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(incorporated in Hong Kong with limited liability)

(Stock Code: 81)

CHANGE OF NON-EXECUTIVE DIRECTOR

RESIGNATION OF NON-EXECUTIVE DIRECTOR

The board of directors (the "Board") of China Overseas Grand Oceans Group Limited (the "Company") announces that Mr. Yan Jianguo ("Mr. Yan"), due to his intention to focus and devote more time on his other work commitments, has resigned as non-executive director of the Company with effect from the conclusion of the Board meeting of the Company held on 22 April 2021.

Mr. Yan confirmed that he has no disagreement with the Board and there is no other matter relating to his resignation that needs to be brought to the attention of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") and the shareholders of the Company.

The Board would like to take this opportunity to thank Mr. Yan for his valuable contributions to the Company during his tenure as non-executive director of the Company.

APPOINTMENT OF NON-EXECUTIVE DIRECTOR

The Board also announces that, at the recommendation of the Nomination Committee of the Company, Mr. Guo Guanghui ("Mr. Guo") has been appointed as non-executive director of the Company with effect from the conclusion of the Board meeting of the Company held on 22 April 2021.

Mr. Guo, aged 48, graduated from Nanjing University of Science & Technology, holder of a master's degree, and is a senior accountant and a non-practising member of The Chinese Institute of Certified Public Accountants. He joined China Overseas Land & Investment Limited ("COLI", the controlling shareholder of the Company and listed on the Stock Exchange with stock code: 688) and its subsidiaries (together the "COLI Group") in 2006 and is currently the executive director and vice president of COLI and a director of certain subsidiaries of the COLI Group. Mr. Guo has about 26 years' management experience in corporate finance and accounting.

Save as disclosed herein, Mr. Guo has not held any directorship in any other listed companies in the past three years and does not have any relationship with any directors, senior management or substantial or controlling shareholders (as defined in the Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules")) of the Company.

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As at the date of this announcement, Mr. Guo does not have, and is not deemed to have, any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance.

Mr. Guo will enter into a service contract with the Company. The contract can be terminated by either party giving to the other not less than three months' prior written notice. Mr. Guo is not appointed for a specific term of office. He will be subject to retirement by rotation and reelection in accordance with the Articles of Association of the Company.

As at the date of this announcement, Mr. Guo will be entitled to receive a fixed annual emolument of HK$400,000 and discretionary bonuses pegged to performance. His emolument will be determined by the Board with reference to the Company's standards for emoluments, his job responsibilities, the prevailing market conditions and the Company's operating performance and profitability.

Save as disclosed herein, there is no matter relating to the appointment of Mr. Guo that needs to be brought to the attention of the shareholders of the Company, nor is there any information required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

By Order of the Board

CHINA OVERSEAS GRAND OCEANS

GROUP LIMITED

Zhuang Yong

Chairman and Executive Director

Hong Kong, 22 April 2021

As at the date of this announcement, the board of directors of the Company 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. Guo Guanghui 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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