China Overseas Grand Oceans : DISCLOSURE PURSUANT TO RULE 13.18 OF THE LISTING RULES

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(incorporated in Hong Kong with limited liability)

(Stock Code: 81)

DISCLOSURE PURSUANT TO RULE 13.18 OF THE LISTING RULES

This announcement is made by China Overseas Grand Oceans Group Limited (the "Company") pursuant to Rule 13.18 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").

On 11 March 2020, the Company entered into a facility agreement (the "Facility Agreement") with a bank (the "Lender"), pursuant to which the Lender has granted the Company (a) a term loan facility of up to a principal amount of HK$935,000,000 (the "Facility A") and (b) a term loan facility of up to a principal amount of RMB500,000,000 (the "Facility B", and together with the Facility A, collectively referred to as the "Facilities"). The terms of the Facility A and Facility B are 60 months and 36 months commencing from the date of the Facility Agreement respectively.

Pursuant to the Facility Agreement, if China Overseas Land & Investment Limited ("COLI") ceases to be the single largest shareholder of the Company or ceases to have management control over the Company, the Facilities shall be cancelled and all outstanding amounts (including principal, accrued interest and all other amounts accrued) payable by the Company to the Lender under the Facility Agreement shall become immediately due and payable.

As at the date of this announcement, COLI owns approximately 38.32% of the total number of shares of the Company in issue.

The Company will make continuing disclosure in its subsequent interim and annual reports pursuant to the requirements of Rule 13.21 of the Listing Rules so long as the abovementioned obligations continue to exist.

For and on behalf of

CHINA OVERSEAS GRAND OCEANS

GROUP LIMITED

Zhuang Yong

Chairman and Executive Director

Hong Kong, 11 March 2020

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. 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.