China Overseas Grand Oceans : PROPOSALS FOR RE-ELECTION OF RETIRING DIRECTORS, GENERAL MANDATES TO BUY BACK SHARES AND TO ISSUE SHARES AND NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China Overseas Grand Oceans Group Limited, you should at once hand this circular, together with the accompanying form of proxy to the purchaser or to the transferee or to the bank, licensed securities dealer or other agent through whom the sale was effected for transmission to the purchaser or to the transferee.

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

(Incorporated in Hong Kong with limited liability under the Companies Ordinance)

(Stock code: 00081)

PROPOSALS FOR RE-ELECTION OF RETIRING DIRECTORS,

GENERAL MANDATES TO BUY BACK SHARES

AND TO ISSUE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of China Overseas Grand Oceans Group Limited (the "AGM") to be held at 10/F., United Centre, 95 Queensway, Admiralty, Hong Kong on Monday, 21 June 2021 at 10:00 a.m. is set out on pages 15 to 20 of this circular.

Whether or not you intend to attend the AGM in person, you are requested to complete and return the form of proxy enclosed herewith in accordance with the instructions printed thereon and deposit the same with the Company's share registrar, Tricor Standard Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as practicable but in any event not later than 10:00 a.m. Friday, 18 June 2021. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM should you so wish.

In view of the ongoing coronavirus (COVID-19) pandemic and recent requirements for prevention and control of its spread, the Company may conduct body temperature check and require the attending Shareholders or their proxy to wear surgical masks throughout the AGM as preventive measures to protect attending Shareholders, staff and other stakeholders from the risk of infection. Any person with a body temperature of over 37.2 degrees Celsius may be denied entry into the AGM venue or be required to leave the AGM venue.

No distribution of gifts or cake coupons and no refreshments will be served at the AGM.

Shareholders are strongly encouraged to appoint the chairman of the AGM as their proxy and to return their proxy forms by the time specified above, instead of attending the AGM in person.

28 April 2021

			CONTENTS
				Pages
Definitions	. . . .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
3.	General Mandate to Buy Back Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
5.	Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
6.	Voting by Way of Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
7.	Actions to be Taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
8.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I		-	Details of Directors Proposed for Re-election . . . . . . . . . . . . . .	7
Appendix II	-	Explanatory Statement on the Share Buy-back Mandate . . . . . .	12
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

Accompanying document:

• form of proxy

- i -

DEFINITIONS

In this circular, the following expressions have the following meanings unless the context requires otherwise:

"AGM"	means the annual general meeting of the Company to be
	held at 10/F., United Centre, 95 Queensway, Admiralty,
	Hong Kong on Monday, 21 June 2021 at 10:00 a.m.
"AGM Notice"	means the notice convening the AGM as set out on pages 15
	to 20 of this circular
"Articles of Association"	means the articles of association of the Company and its
	amendments from time to time
"Board"	means the board of Directors
"CG Code"	means the Corporate Governance Code as set out in
	Appendix 14 to the Listing Rules
"Chung Hoi Finance"	means Chung Hoi Finance Limited, a company
	incorporated in Hong Kong with limited liability and a
	wholly-owned subsidiary of COLI. As at the Latest
	Practicable Date, Chung Hoi Finance was interested in
	49,754,250 Shares, representing approximately 1.45% of the
	number of Shares in issue
"COHL"	means China Overseas Holdings Limited, a company
	incorporated in Hong Kong with limited liability, being a
	controlling shareholder of COLI
"COLI"	means 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
"Companies Ordinance"	means Companies Ordinance (Chapter 622 of the Laws of
	Hong Kong), as amended from time to time
"Company"	means 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)
"Director(s)"	means the director(s) of the Company
"HK$"	means Hong Kong dollars, the lawful currency of Hong
	Kong

- 1 -

	DEFINITIONS
"Hong Kong"	means the Hong Kong Special Administrative Region of the
	People's Republic of China
"Latest Practicable Date"	means 22 April 2021, being the latest practicable date prior
	to the printing of this circular for the purpose of
	ascertaining certain information for inclusion in this
	circular
"Listing Rules"	means the Rules Governing the Listing of Securities on the
	Stock Exchange, as amended from time to time
"Ordinary Resolution(s)"	means the proposed ordinary resolution(s) to be moved at
	the AGM, details and notice of which are set out in the AGM
	Notice
"SFO"	means the Securities and Futures Ordinance (Chapter 571 of
	the Laws of Hong Kong), as amended from time to time
"Share(s)"	means the ordinary share(s) of the Company
"Share Buy-back Mandate"	means a general and unconditional mandate given to the
	Directors to exercise the power of the Company to buy back
	at any time during the period as set out in Ordinary
	Resolution No. 6 up to 10% of the number of Shares in issue
	at the date passing of the Ordinary Resolution No. 6
"Share Issue Mandate"	means a general and unconditional mandate given to the
	Directors to exercise the power of the Company to allot and
	issue Shares during the period as set out in Ordinary
	Resolution No. 7 up to 20% of the number of Shares in issue
	at the date of passing of the Ordinary Resolution No. 7
"Shareholder(s)"	means holder(s) of the Share(s) from time to time
"Star Amuse"	means Star Amuse Limited, a company incorporated under
	the laws of the British Virgin Islands with limited liability
	and an indirect wholly-owned subsidiary of COLI. As at the
	Latest Practicable Date, Star Amuse was interested in
	1,262,211,316 Shares, representing approximately 36.87% of
	the number of Shares in issue
"Stock Exchange"	means The Stock Exchange of Hong Kong Limited
"Takeovers Code"	means Codes on Takeovers and Mergers and Share Buy-
	backs
"%"	means per cent.

- 2 -

LETTER FROM THE BOARD

(Incorporated in Hong Kong with limited liability under the Companies Ordinance)

(Stock code: 00081)
Executive Directors:	Registered Office:
Mr. ZHUANG Yong (Chairman of the Board)	Suites 701-702, 7/F.,
Mr. YANG Lin (Chief Executive Officer)	Three Pacific Place,
Mr. WANG Man Kwan, Paul (Chief Financial Officer)	1 Queen's Road East,
	Hong Kong
Non-executive Directors:
Mr. GUO Guanghui
Mr. YUNG Kwok Kee, Billy (Vice-Chairman of the Board)
Independent Non-executive Directors:
Dr. CHUNG Shui Ming, Timpson
Mr. LAM Kin Fung, Jeffrey
Mr. LO Yiu Ching, Dantes
	28 April 2021
To the Shareholders
Dear Sir or Madam,

PROPOSALS FOR RE-ELECTION OF RETIRING DIRECTORS,

GENERAL MANDATES TO BUY BACK SHARES

AND TO ISSUE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with information regarding the proposed

1. re-electionof retiring Directors; (ii) general mandates to buy back Shares and to issue Shares;

1. extension of the general mandate to issue Shares; and (iv) to seek your approval of the resolutions relating to these matters at the AGM.

2. RE-ELECTION OF DIRECTORS

The Board currently consists of eight Directors, of which three are Executive Directors, namely Mr. Zhuang Yong, Mr. Yang Lin and Mr. Wang Man Kwan, Paul; two Non-executive Directors, namely Mr. Guo Guanghui and Mr. Yung Kwok Kee, Billy, and three Independent Non-executive Directors, namely Dr. Chung Shui Ming, Timpson, Mr. Lam Kin Fung, Jeffrey and Mr. Lo Yiu Ching, Dantes.

- 3 -

LETTER FROM THE BOARD

Pursuant to Article 98 and Article 107 of the Articles of Association, Mr. Yang Lin, Mr. Guo Guanghui, Mr. Yung Kwok Kee, Billy and Mr. Lam Kin Fung, Jeffrey shall retire by rotation at the AGM and being eligible, offer themselves for re-election. Brief biographical details of the retiring Directors who are proposed to be re-elected at the AGM are set out in Appendix I to this circular.

Mr. Lam Kin Fung, Jeffrey, being an Independent Non-executive Director eligible for re-election at the AGM, has made an annual confirmation of independence pursuant to Rule 3.13 of the Listing Rules.

Pursuant to the Code Provision A.4.3 of the CG Code, serving more than nine years could be relevant to the determination of an independent non-executive director 's independence and his further appointment should be subject to a separate resolution to be approved by shareholders.

Mr. Lam Kin Fung, Jeffrey has been serving as an Independent Non-executive Director for more than nine years, the Directors opined that he still has the required character, integrity, independence and experience to fulfill the role of an Independent Non-executive Director. The Directors consider that there is no evidence that length of tenure has an adverse impact on the independence of the Independent Non-executive Director and the Directors are not aware of any circumstances that might influence Mr. Lam in exercising his independent judgement. The Nomination Committee of the Company has assessed and is satisfied that Mr. Lam meets the independence guidelines of the Listing Rules notwithstanding the length of his tenure and believes that Mr. Lam's skills and knowledge, and experience in the Company's affairs will continue to benefit to the Board, the Company and the Shareholders as a whole. Based on the aforesaid, the Board, on the recommendation of the Nomination Committee, formed the view that Mr. Lam will continue to maintain an independent view of the Company's affairs despite his length of tenure, and will continue to bring his relevant knowledge and experience to the Board so as to enhance the diversity of the Board, and should be eligible for re-election. Separate resolution will be proposed for Mr. Lam's re-election at the AGM in pursuance of Code Provision A.4.3 of the CG Code.

Pursuant to Code Provision A.5.5 of the CG Code, the Nomination Committee and the Board consider that Mr. Lam is able to complement the professional background of the composition of the Board in terms of his expertise in corporate management. Notwithstanding Mr. Lam holds directorships in more than seven listed companies in Hong Kong, he devoted sufficient time in fulfilling his role as Independent Non-executive Director and Chairman of the Remuneration Committee of the Company. During the past year, he attended and actively participated in the discussions in all ten Board meetings, four Audit Committee meetings, two Nomination Committee meetings, two Remuneration Committee meetings, the annual general meeting convened in 2020 and two general meetings which he was eligible to attend. The Board believes that Mr. Lam will continue to dedicate sufficient time and attention to the affairs of the Company.

3. GENERAL MANDATE TO BUY BACK SHARES

Pursuant to the Companies Ordinance and the Listing Rules, listed companies incorporated in Hong Kong may in certain circumstances, if authorised by their articles of association, buy back their own shares.

- 4 -

LETTER FROM THE BOARD

On 24 June 2020, general mandates were given to the Directors to exercise the powers of the Company to, among others, buy back its own Shares. Such general mandates will lapse at the conclusion of the AGM. Therefore, an Ordinary Resolution will be proposed at the AGM to give the Share Buy-back Mandate to the Directors to buy back Shares up to a maximum of 10% of the number of Shares in issue at the date of the passing of the Ordinary Resolution (i.e. not exceeding 342,335,984 Shares based on 3,423,359,841 Shares in issue as at the Latest Practicable Date and assuming that such number of Shares in issue remains the same at the date of passing the Ordinary Resolution), details of which are set out in Ordinary Resolution No. 6 in the AGM Notice.

An explanatory statement as required under the Listing Rules to provide the requisite information is set out in Appendix II to this circular.

4. GENERAL MANDATE TO ISSUE SHARES

On 24 June 2020, general mandates were given to the Directors to exercise the powers of the Company to, among others, issue Shares. Such general mandates will lapse at the conclusion of the AGM. Therefore, an Ordinary Resolution will be proposed at the AGM to give the Share Issue Mandate to the Directors to issue Shares up to 20% of the number of Shares in issue at the date of the passing of the Ordinary Resolution (i.e. not exceeding 684,671,968 Shares based on 3,423,359,841 Shares in issue as at the Latest Practicable Date and assuming that such number of Shares in issue remains the same at the date of passing the Ordinary Resolution). In addition, an Ordinary Resolution will be proposed to authorise extension of the Share Issue Mandate which would increase the limit of the Share Issue Mandate by adding to it the number of Shares bought back under the Share Buy-back Mandate.

Details of the Share Issue Mandate and the extension of the Share Issue Mandate are set out in Ordinary Resolutions No. 7 and No. 8 in the AGM Notice respectively.

5. ANNUAL GENERAL MEETING

The AGM Notice is set out on pages 15 to 20 of this circular to consider the resolutions relating to, among others, the re-election of the retiring Directors, the Share Buy-back Mandate, the Share Issue Mandate and the extension of the Share Issue Mandate.

6. VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules, all votes of the Shareholders at the AGM will be taken by poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

- 5 -

LETTER FROM THE BOARD

7. ACTIONS TO BE TAKEN

A form of proxy for use at the AGM is enclosed. Whether or not you intend to be present at the AGM, you are requested to complete the form of proxy and return it to the Company's share registrar, Tricor Standard Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong in accordance with the instructions printed thereon not later than 10:00 a.m. on Friday, 18 June 2021. Completion and deposit of the form of proxy will not preclude you from attending and voting in person at the AGM if you so wish.

8. RECOMMENDATION

The Directors believe that the re-election of the retiring Directors, the granting of the Share Buy-back Mandate, the Share Issue Mandate and the extension of the Share Issue Mandate are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that all Shareholders should vote in favour of the relevant resolutions to be proposed at the AGM.

Yours faithfully,

For and on behalf of the Board

CHINA OVERSEAS GRAND OCEANS GROUP LIMITED

Zhuang Yong

Chairman and Executive Director

- 6 -

APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Pursuant to Article 98 and Article 107 of the Articles of Association, Mr. Yang Lin, Mr. Guo Guanghui, Mr. Yung Kwok Kee, Billy and Mr. Lam Kin Fung, Jeffrey shall retire by rotation at the AGM and being eligible, offer themselves for re-election. Brief biographical details of the retiring Directors who are proposed to be re-elected at the AGM are set out below:

Mr. YANG Lin, Chief Executive Officer and Executive Director

Experience

Mr. Yang, aged 47, graduated from the Peking University with a Master of Business Administration. He joined a subsidiary of COHL in 1995 and since 2006, he served in different positions, such as, the deputy general manager and general manager of the marketing and planning department of China Overseas Development Group Co., Ltd.* and the general manager of China Overseas Xingye (Xi'an) Limited*. Mr. Yang has been appointed as Assistant President of the Company since March 2015 and appointed as Executive Director and Vice President of the Company with effect from 21 March 2017. With effect from 11 February 2020, he has also been appointed as Chief Executive Officer and member of Remuneration Committee of the Company. With effect from 26 June 2020, Mr. Yang has ceased to be a member of Remuneration Committee of the Company. Mr. Yang is currently a director of certain subsidiaries of the Company. He has 25 years' experience in property development and corporate management.

Length of service

Mr. Yang entered into a service contract with the Company and it can be terminated by either party giving to the other not less than three months' prior written notice. Mr. Yang is not appointed for a specific term of office. After Mr. Yang's re-appointment at the AGM, he will continue to serve on the Board until he resigns and he will be subject to retirement by rotation in accordance with the Articles of Association.

Relationships

Other than in his capacity as the Chief Executive Officer and Executive Director of the Company and the information disclosed as above, Mr. Yang has no relationship with any directors, senior management, substantial or controlling shareholders (as defined in the Listing Rules) of the Company.

Interests in Shares

So far as the Directors are aware, as at the Latest Practicable Date, Mr. Yang is deemed to be interested in 2,896,125 Shares within the meaning of Part XV of the SFO, representing approximately 0.08% of the number of Shares in issue. For details, please refer to the Company's annual report for the financial year ended 31 December 2020.

Director's emoluments

Mr. Yang's current remuneration package entails a total remuneration of RMB1,680,000 and discretionary bonuses pegged to performance. Such emoluments are 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.

- 7 -

APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Mr. GUO Guanghui, Non-executive Director

Experience

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 COLI 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. Since April 2021, Mr. Guo has been appointed as a Non-executive Director of the Company. Mr. Guo has about 26 years' management experience in corporate finance and accounting.

Length of service

Mr. Guo entered into a service contract with the Company and it 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. After Mr. Guo's re-appointment at the AGM, he will continue to serve on the Board until he resigns and he will be subject to retirement by rotation in accordance with the Articles of Association.

Relationships

Other than in his capacity as a Non-executive Director of the Company and the information disclosed as above, Mr. Guo has no relationship with any directors, senior management, substantial or controlling shareholders (as defined in the Listing Rules) of the Company.

Interests in Shares

So far as the Directors are aware as at the Latest Practicable Date, Mr. Guo has no interest in Shares within the meaning of Part XV of the SFO.

Director's emoluments

Mr. Guo's current Director 's emoluments are HK$400,000 per annum and discretionary bonuses pegged to performance. Such emoluments are 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.

- 8 -

APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Mr. YUNG Kwok Kee, Billy, Vice Chairman and Non-executive Director

Experience

Mr. Yung, aged 67, received a bachelor 's degree in Electrical Engineering from University of Washington and a master 's degree in Industrial Engineering from Stanford University. Mr. Yung has over 40 years of experience in managing manufacturing, retailing, transportation, semi-conductor, computer hardware and software business in China, Hong Kong and US. He has also over 40 years of experience in real-estate investment and development in USA, Canada, Holland, Hong Kong, Taiwan, Macau and China. Mr. Yung resigned as the Group Chairman and Chief Executive of the Company with effect from 10 February 2010 and has been re-designated from Chairman of the Board and Executive Director to Vice Chairman of the Board and Non-executive Director of the Company with effect from 27 February 2010. He is now the Vice Chairman of the Board, Non-executive Director and member of the Remuneration Committee of the Company. He is also the chairman of the board and non-executive director of PFC Device Inc. and the chairman of the board and non-executive director of SMC Electric Limited. Mr. Yung is currently the Permanent Honorary President of Friends of Hong Kong Association Ltd., the Honorary President of Shun Tak Fraternal Association and a member of Senior Police Call Central Advisory Board and was awarded the Honorary Citizen of the City of Guangzhou and the Honorary Citizen of the City of Foshan.

Length of service

Mr. Yung entered into a contract with the Company whereby Mr. Yung is not appointed for a specific term of office. After Mr. Yung's re-appointment at the AGM, he will continue to serve on the Board until he resigns and he will be subject to retirement by rotation in accordance with the Articles of Association.

Relationships

Other than in his capacity as a Vice Chairman and Non-executive Director of the Company, as a beneficiary of a trust holding 382,617,689 Shares through Diamond Key Enterprises Inc. and On Fat Profits Corporation and the information disclosed as above, Mr. Yung has no relationship with any directors, senior management, substantial or controlling shareholders (as defined in the Listing Rules) of the Company.

Interests in Shares

So far as the Directors are aware, as at the Latest Practicable Date, Mr. Yung is interested in 463,045,980 Shares within the meaning of Part XV of the SFO, representing approximately 13.53% of the number of Shares in issue. For details, please refer to the Company's annual report for the financial year ended 31 December 2020.

Director's emoluments

Mr. Yung's current Director 's emoluments are HK$400,000 per annum. Such emoluments are 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.

- 9 -

APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Mr. LAM Kin Fung, Jeffrey, Independent Non-executive Director

Experience

Mr. Lam, aged 69, holds a bachelor 's degree from Tufts University in USA. He has over 30 years of experience in the toy industry and is currently the managing director of Forward Winsome Industries Limited which is engaged in toy manufacturing. He is also a member of the National Committee of the Chinese People's Political Consultative Conference. Mr. Lam also holds a number of other public and community service positions including non-official member of the Executive Council, member of the Legislative Council in Hong Kong, general committee member of Hong Kong General Chamber of Commerce, chairman of Independent Commission Against Corruption (ICAC) Complaints Committee and a director of Heifer International - Hong Kong and Hong Kong Mortgage Corporation Limited (HKMC). In addition, he is an independent non-executive director of CC Land Holdings Limited, Wynn Macau, Limited, Chow Tai Fook Jewellery Group Limited, CWT International Limited (formerly known as HNA Holding Group Co. Limited), i-CABLE Communications Limited, Wing Tai Properties Limited, Analogue Holdings Limited and China Strategic Holdings Limited. Since May 2010, Mr. Lam has been appointed as an Independent Non-executive Director of the Company, and he is currently the members of the Audit Committee and Nomination Committee and the Chairman of the Remuneration Committee of the Company.

Length of service

Mr. Lam entered into a service contract with the Company for a term of 3 years commencing on 1 August 2020 and it can be terminated by either party giving to the other not less than three months' prior written notice. Mr. Lam shall retire by rotation at the AGM and being eligible, offer himself for re-election in accordance with the Articles of Association.

Relationships

Other than in his capacity as an Independent Non-executive Director and the information disclosed as above, Mr. Lam has no relationship with any directors, senior management, substantial or controlling shareholders (as defined in the Listing Rules) of the Company.

Interests in Shares

So far as the Directors are aware, as at the Latest Practicable Date, Mr. Lam has no interest in Shares within the meaning of Part XV of the SFO.

- 10 -

APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Director's emoluments

Mr. Lam's current Director 's emoluments are HK$400,000 per annum. Such emoluments are 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.

In the opinion of the Directors, other than the aforesaid matters, there is no information which is discloseable nor any of the aforesaid Directors proposed to be re-elected at the AGM is/was involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under Rule 13.51(2) of the Listing Rules, and there is no other matters need to be brought to the attention of the Shareholders.

• English translation is for identification only.

- 11 -

APPENDIX II EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE

This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to Shareholders for their consideration of the Share Buy-back Mandate. This explanatory statement further constitutes the memorandum required under section 239(2) of the Companies Ordinance.

1. LISTING RULES

The Listing Rules permit companies whose primary listing are on the Stock Exchange to buy back their fully paid up shares on the Stock Exchange subject to certain restrictions, the most important of which are summarised below:

1. Source of funds

Buy-back must be funded out of funds which are legally available for the purpose and in accordance with the company's constitutive documents and the laws of the jurisdiction in which the company is incorporated or otherwise established.

1. Maximum number of shares to be bought back

A maximum of 10% of the number of shares of a company in issue at the date of passing the relevant resolution may be bought back on the Stock Exchange.

2. SHARE CAPITAL - NUMBER OF SHARES IN ISSUE

As at the Latest Practicable Date, the number of Shares in issue was 3,423,359,841 Shares.

Subject to the passing of Ordinary Resolution and on the basis that no further Shares are issued or bought back prior to the AGM, the Company would be allowed under the Share Buy-back Mandate to buy back a maximum of 342,335,984 Shares.

3. REASON FOR BUY-BACK

The Directors believe that the Share Buy-back Mandate is in the best interest of the Company and its Shareholders. Such buy-backs may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value and/or earnings per Share and will only be made when the Directors believe that such buy-backs will benefit the Company and its Shareholders.

4. FUNDING OF BUY-BACK

In buying back Shares, the Company may only apply funds legally available for such purpose in accordance with its Articles of Association and the Companies Ordinance. The Companies Ordinance provides that a company may make a payment in respect of a share buy-back which may only be paid from the distributable profits of the company or from the proceeds of a new issue of shares made for the purpose.

- 12 -

APPENDIX II EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE

There might be material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report for the year ended 31 December 2020) in the event that the Share Buy-back Mandate was to be exercised in full at any time during the proposed buy-back period. However, the Directors do not propose to exercise the Share Buy-back Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

5. SHARE PRICES

The highest and lowest prices at which the Shares have traded on the Stock Exchange during each of the previous twelve months before the Latest Practicable Date were as follows:

		Share Prices
		Highest	Lowest
		HK$	HK$
	2020
	April	5.04	4.28
	May	4.83	3.94
	June	4.85	4.23
	July	5.34	4.45
	August	5.61	4.59
	September	5.12	4.20
	October	5.05	4.25
	November	5.22	4.47
	December	4.72	3.88
	2021
	January	4.50	3.84
	February	4.53	3.95
	March	5.39	4.17
	April (up to the Latest Practicable Date)	5.34	4.88
6.	UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make buy-back pursuant to the proposed Ordinary Resolution in accordance with the Listing Rules and the applicable laws of Hong Kong.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates (as defined in the Listing Rules), have any present intention to sell any Shares to the Company under the Share Buy-back Mandate if such is approved by the Shareholders.

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APPENDIX II EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE

No core connected persons (as defined in the Listing Rules) have notified the Company that they have a present intention to sell Shares to the Company, or have undertaken not to do so, in the event that the Share Buy-back Mandate is approved by the Shareholders.

If on the exercise of the power to buy back Shares pursuant to the Share Buy-back Mandate, a Shareholder 's proportionate interest in the voting rights of the Company increases, such increase may be treated as an acquisition for the purpose of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, Star Amuse and Chung Hoi Finance (the "Concert Group") were beneficially interested in approximately 38.32% of the Shares in issue. In the event that the Directors exercised the Share Buy-back Mandate in full, the shareholdings of the Concert Group would increase by more than 2% of the Shares in issue. As a result of the exercise of the Share Buy-back Mandate in full, the Concert Group may become obliged to make a mandatory general offer in accordance with Rule 26 of the Takeovers Code. It is not the present intention of the Directors to exercise the Share Buy-back Mandate in such manner as to trigger off any general offer obligations.

7. SHARE BOUGHT BACK BY THE COMPANY

The Company had not bought back any Shares during the six months preceding the Latest Practicable Date (whether on the Stock Exchange or otherwise).

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NOTICE OF ANNUAL GENERAL MEETING

(Incorporated in Hong Kong with limited liability under the Companies Ordinance)

(Stock code: 00081)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of China Overseas Grand Oceans Group Limited (the "Company") will be held at 10/F., United Centre, 95 Queensway, Admiralty, Hong Kong, on Monday, 21 June 2021 at 10:00 a.m. for the following matters and purposes:

1. To receive and consider the audited financial statements, the directors' report and the independent auditor 's report of the Company for the year ended 31 December 2020.
2. To consider and declare a final dividend of HK27.5 cents per ordinary share for the year ended 31 December 2020.
3. To elect/re-elect directors of the Company, in particular:
4. 1. to re-elect Mr. YANG Lin as director of the Company.
   2. to re-elect Mr. GUO Guanghui as director of the Company.
   3. to re-elect Mr. YUNG Kwok Kee, Billy as director of the Company.
   4. to re-elect Mr. LAM Kin Fung, Jeffrey as director of the Company.
5. To authorise the board of directors to fix the directors' remuneration.
6. To appoint auditors for the ensuing year and to authorise the board of directors to fix their remuneration.
7. To consider and if thought fit, pass, with or without modifications, the following resolution as an ordinary resolution:

ORDINARY RESOLUTION

"THAT:

1. subject to paragraph (b) of this resolution, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to buy back shares in the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the shares in the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable

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NOTICE OF ANNUAL GENERAL MEETING

laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange as amended from time to time and is hereby generally and unconditionally approved;

1. the aggregate number of the shares in the Company which may be bought back pursuant to the approval in paragraph (a) of this resolution shall not exceed 10% of the number of shares of the Company in issue as at the date of the passing of this resolution (subject to adjustment according to paragraph
2. 1. below), and the said approval shall be limited accordingly;
3. for the purposes of this resolution, "Relevant Period" means the period from the passing of this resolution until whichever is the earlier of:
4. 1. the conclusion of the next annual general meeting of the Company;

1. 1. the expiry of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) to be held; or
   2. the passing of an ordinary resolution of the shareholders of the Company in general meeting revoking, varying or renewing the authority given to the directors of the Company by this resolution; and
2. if, after the passing of this resolution, the Company alters its share capital by converting its shares into a larger or smaller number of shares, the number of shares subject to the limit set out in paragraph (b) above shall be adjusted by being multiplied by the following fraction:
   A/B
   Where:
   A is the number of shares of the Company in issue immediately after such alteration;
   B is the number of shares of the Company in issue immediately before the alteration.
   Such adjustment shall take effect at the same time as the alteration takes effect."

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NOTICE OF ANNUAL GENERAL MEETING

7. To consider and if thought fit, pass, with or without modifications, the following resolution as an ordinary resolution:

ORDINARY RESOLUTION

"THAT:

1. subject to paragraph (c) of this resolution and pursuant to Section 141 of the Companies Ordinance, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares of the Company and to make or grant offers, agreements and options (including warrants, bonds, debentures, notes and other securities which carry rights to subscribe for or are convertible into shares of the Company) which would or might require the exercise of such power be and is hereby generally and unconditionally approved;
2. the approval in paragraph (a) of this resolution shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds, debentures, notes and other securities which carry rights to subscribe for or are convertible into shares in the Company) which would or might require the exercise of such power after the end of the Relevant Period;
3. the aggregate number of shares of the Company allotted or agreed conditionally or unconditionally to be allotted or issued (whether pursuant to an option or otherwise) by the directors of the Company pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined), or (ii) the exercise of any rights of subscription or conversion under any existing warrants, bonds, debentures, notes and other securities issued by the Company which carry rights to subscribe for or are convertible into shares in the Company; or (iii) an issue of shares upon the exercise of options which may be granted under any share option scheme or under any option scheme or similar arrangement for the time being adopted for the grant or issue to the grantees as specified in such schemes or similar arrangements of shares or rights to acquire shares of the Company; or (iv) any scrip dividend schemes or similar arrangements providing for the allotment and issue of shares in lieu of the whole or part of a dividend on shares in the Company in accordance with the articles of association of the Company, shall not exceed 20% of the number of shares of the Company in issue as at the date of the passing of this resolution (subject to adjustment according to paragraph (e) below), and the said approval shall be limited accordingly;

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NOTICE OF ANNUAL GENERAL MEETING

1. for the purposes of this resolution:
   "Relevant Period" means the period from the passing of this resolution until whichever is the earlier of:
2. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiry of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or the Companies Ordinance to be held; or
   3. the passing of an ordinary resolution of the shareholders of the Company in general meeting revoking, varying or renewing the authority given to the directors of the Company by this resolution; and

"Rights Issue" means an offer of shares in the Company or issue of options, warrants or other securities giving the right to subscribe for shares in the Company, open for a period fixed by the board of directors of the Company to the holders of shares whose names appear on the register of members of the Company (and, where appropriate, to holders of other securities of the Company entitled to the offer) on a fixed record date in proportion to their then holdings of such shares in the Company (or, where appropriate, such other securities), subject in all cases to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company; and

1. if, after the passing of this resolution, the Company alters its share capital by converting its shares into a larger or smaller number of shares, the number of shares subject to the limits set out in paragraph (c) above shall be adjusted by being multiplied by the following fraction:
   A/B
   Where:
   A is the number of shares of the Company in issue immediately after such alteration;
   B is the number of shares of the Company in issue immediately before the alteration.
   Such adjustment shall take effect at the same time as the alteration takes effect."

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NOTICE OF ANNUAL GENERAL MEETING

8. To consider and if thought fit, pass, with or without modifications, the following resolution as an ordinary resolution:

ORDINARY RESOLUTION

"THAT subject to the passing of ordinary resolutions Nos. 6 and 7 set out in the notice convening this meeting, the general mandate granted to the directors of the Company to exercise the powers of the Company to allot, issue and deal with any additional shares in the Company pursuant to ordinary resolution No. 7 set out in the notice convening this meeting be and is hereby extended by the addition thereto of an amount representing the number of shares of the Company bought back by the Company under the authority granted pursuant to ordinary resolution No. 6 set out in the notice convening this meeting, provided that such extended amount shall not exceed 10% of the number of shares in issue as at the date of the passing of this resolution (subject to adjustment according to paragraph (e) of ordinary resolution No. 7 set out in the notice convening this meeting)."

By Order of the Board

CHINA OVERSEAS GRAND OCEANS GROUP LIMITED

Zhuang Yong

Chairman and Executive Director

Hong Kong, 28 April 2021

Registered office:

Suites 701-702, 7/F.,

Three Pacific Place,

1 Queen's Road East,

Hong Kong

Notes:

1. A member of the Company entitled to attend and vote at this meeting is entitled to appoint one or more than one proxy to attend and, on a poll, vote instead of him. A proxy need not be a member of the Company. In light of the current COVID-19 situation, shareholders of the Company are strongly encouraged to appoint the chairman of the annual general meeting as their proxy to vote on the resolutions, instead of attending the annual general meeting in person.
2. To be valid, a form of proxy, together with any power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the Company's share registrar, Tricor Standard Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 10:00 a.m. on Friday, 18 June 2021.
3. The register of members of the Company will be closed from Wednesday, 16 June 2021 to Monday, 21 June 2021 (both days inclusive), during which period no transfer of shares will be effected. In order to determine the identity of the shareholders who are entitled to attend and vote at annual general meeting, all transfer documents accompanied by the relevant share certificates must be lodged with Tricor Standard Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on Tuesday, 15 June 2021.

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NOTICE OF ANNUAL GENERAL MEETING

1. The register of members of the Company will be closed on Friday, 25 June 2021, no transfer of shares will be effected on that day. In order to determine the identity of the shareholders for the entitlement of the proposed final dividend, all transfer documents accompanied by the relevant share certificates must be lodged with Tricor Standard Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on Thursday, 24 June 2021.
2. Pursuant to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"), all votes of the shareholders of the Company at the meeting in respect of the resolutions set out in this notice will be taken by poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.
3. With regard to matters Nos. 1, 2, 3, 4 and 5 set out in this notice, relevant ordinary resolutions will be moved for each of these matters at the meeting.
4. With regard to matter No. 3 regarding election/re-election of directors of the Company, separate ordinary resolutions will be moved at the meeting:
5. 1. to re-elect Mr. YANG Lin as director of the Company.
   2. to re-elect Mr. GUO Guanghui as director of the Company.
   3. to re-elect Mr. YUNG Kwok Kee, Billy as director of the Company.
   4. to re-elect Mr. LAM Kin Fung, Jeffrey as director of the Company.
6. With regard to the resolutions for matters Nos. 3, 6 to 8 set out in this notice, a circular giving details of the proposed re-election of directors of the Company, the proposed general mandates to buy back and issue shares incorporating this notice will be despatched today to the shareholders of the Company.
7. This notice will also be available for viewing on the designated website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk, on the website of the Company at www.cogogl.com.hk and the website of EQS TodayIR Limited at www.todayir.com/en/showcases.php?code=81.
8. In view of the ongoing coronavirus (COVID-19) pandemic and recent requirements for prevention and control of its spread, the Company may conduct body temperature check and require the attending shareholders of the Company or their proxy to wear surgical masks throughout the annual general meeting as preventive measures to protect attending shareholders, staff and other stakeholders of the Company from the risk of infection. Any person with a body temperature of over 37.2 degrees Celsius may be denied entry into the annual general meeting venue or be required to leave the annual general meeting venue.
   No distribution of gifts or cake coupons and no refreshments will be served at the annual general meeting.
9. As at the date of this notice, 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. WANG Man Kwan, Paul; two non-executive directors, namely Mr. GUO Guanghui and Mr. YUNG Kwok Kee, Billy, and three independent non-executive directors, namely Dr. CHUNG Shui Ming, Timpson, Mr. LAM Kin Fung, Jeffrey, and Mr. LO Yiu Ching, Dantes.

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