China Overseas Property : Continuing Connected Transactions and Proposed Re-election of Director and Notice of Extraordinary General Meeting

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 registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in China Overseas Property Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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.

CONTINUING CONNECTED TRANSACTIONS AND PROPOSED RE-ELECTION OF DIRECTOR AND NOTICE OF EXTRAORDINARY GENERAL MEETING Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

A letter from the Board is set out on pages 5 to 17 of this circular and a letter from the Independent Board Committee is set out on pages IBC-1 to IBC-2 of this circular. A letter from Investec, the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders is set out on pages IFA-1 to IFA-23 of this circular.

A notice convening the EGM to be held at Studio 1 & 2, 7/F., W Hong Kong, 1 Austin Road West, Kowloon Station, Kowloon, Hong Kong on Tuesday, 26 September 2017 at 10:00 a.m. is set out on pages EGM-1 to EGM-3 of this circular. A form of proxy for the EGM is enclosed with this circular. Whether or not you are able to attend the EGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company's Hong Kong branch share registrar, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for the EGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM and any adjourned meeting (as the case may be) should you so wish.

30 August 2017

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Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IBC-1 Letter from Investec . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IFA-1 Appendix I - General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-1 Appendix II - Details of the Retiring Director proposed to be Re-elected at the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-1 Notice of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EGM-1

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

"associates", "connected person(s)", "controlling shareholder(s)", "percentage ratio(s)", "subsidiary(ies)"

each has the meaning ascribed to it in the Listing Rules

"Board" the board of Directors

"COGO" 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)

"COGO Group" COGO and its subsidiaries (excluding subsidiary(ies) listed on any stock

exchange) from time to time

"COGO Services Caps" the maximum total amount payable for property management services by COGO

Group to the Group under the framework agreement entered into between COGO and the Company on 1 June 2015, i.e., for the period between 1 June 2015 and 31 December 2015 of approximately RMB30,000,000, for each of the two years ending 31 December 2016 and 2017 of approximately RMB50,000,000 and RMB60,000,000, respectively, and for the period between 1 January 2018 and 31 May 2018 of approximately RMB35,000,000, details of which are set out in the Company's listing document dated 14 October 2015

"COHL" China Overseas Holdings Limited, a company incorporated in Hong Kong with limited liability, and the controlling shareholder of the Company

"COHL Group" COHL and its subsidiaries (excluding subsidiary(ies) listed on any stock

exchange) from time to time

"COLI" 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)

"COLI Group" COLI and its subsidiaries (excluding subsidiary(ies) listed on any stock

exchange) from time to time

"COLI Services Caps" the maximum total amount payable for property management services by COLI

Group to the Group under the framework agreement entered into between COLI and the Company on 9 October 2015 and the supplemental agreement in relation thereto dated 30 June 2016, i.e., for the period between 1 June 2015 and 31 December 2015 of approximately HK$264,400,000, for each of the two years ending 31 December 2016 and 2017 of approximately HK$402,363,000 and HK$457,541,000, respectively, and for the period between 1 January 2018 and 31 May 2018 of approximately HK$207,459,000, details of which are set out in the Company's listing document dated 14 October 2015 and the Company's announcement dated 30 June 2016, and the maximum total amount payable for engineering services by COLI Group to the Group under the framework agreement entered into between COLI and the Company on 9 October 2015,

i.e. for the period between 1 June 2015 and 31 December 2015 of approximately HK$25,500,000, for each of the two years ending 31 December 2016 and 2017 of approximately HK$29,800,000 and HK$31,600,000, respectively, and for the period between 1 January 2018 and 31 May 2018 of approximately HK$14,000,000, details of which are set out in the Company's listing document dated 14 October 2015

"Company" China Overseas Property Holdings Limited, a company incorporated in the Cayman Islands with limited liability, whose shares are listed on the Main Board of the Stock Exchange (stock code: 2669)

"CSC" China State Construction International Holdings Limited, a company incorporated in the Cayman Islands with limited liability and whose shares are listed on the Main Board of the Stock Exchange (stock code: 3311)

"CSC Group" CSC and its subsidiaries (excluding subsidiary(ies) listed on any stock exchange)

from time to time

"CSC Services Agreement" the framework agreement dated 7 August 2017 entered into between CSC and

the Company in respect of the Group's provision of property management services, engineering services and security services to CSC Group

"CSC Services Caps" the maximum total amount payable for property management services,

engineering services and security services by CSC Group to the Group for each year/period under the CSC Services Agreement

"CSC Services Transactions" transactions contemplated under the CSC Services Agreement

"CSCEC" 中國建築工程總公司 (China State Construction Engineering Corporation), a state-owned corporation organised and existing under the laws of the PRC, being the ultimate holding company of the Company