China Overseas Grand Oceans Group Limited Enters Renewal Framework Agreement With China Overseas Property Holdings Limited For Property Management Services

China Overseas Grand Oceans Group Limited entered into the Renewal Framework Agreement with China Overseas Property Holdings Limited for a term of three years from July 1, 2026 to June 30, 2029 (both dates inclusive). The transactions contemplated under the Renewal Framework Agreement (together with the Caps) are conditional upon (i) the passing of the resolution by China Overseas Property Holdings Limited?s independent shareholders at China Overseas Property Holdings Limited?s extraordinary general meeting approving the Renewal Framework Agreement (together with the Caps) and the transactions contemplated thereunder, and (ii) China Overseas Grand Oceans Group Limited and China Overseas Property Holdings Limited having complied with all requirements under the Listing Rules with respect to the transactions contemplated under the Renewal Framework Agreement. The Caps for the term of the Renewal Framework Agreement are as follows: For the period from July 1 to December 31, 2026 RMB 220 million (approximately HKD 253 million), for the year ending December 31, 2027 RMB 360 million (approximately HKD 414 million), for the year ending December 31, 2028 RMB 360 million (approximately HKD 414 million), for the period from January 1 to June 30, 2029 RMB 250 million (approximately HKD 288 million).

The amounts of HKD are based on the exchange rate of RMB 1 to HKD 1.15. The Caps are calculated with reference to the following factors: the historical caps and historical amounts paid or payable by China Overseas Grand Oceans Group Limited to China Overseas Property Holdings Limited for the Services provided for the Projects for each period/year under the Existing Framework Agreement: For the period from July 1 to December 31, 2023 HKD 230 million, for the year ended December 31, 2024 HKD 460 million, for the year ended December 31, 2025 HKD 470 million, for the period from January 1 to June 30, 2026 HKD 250 million. Historical amounts paid or payable by China Overseas Grand Oceans Group Limited to China Overseas Property Holdings Limited for the Services provided for the Projects: HKD 221,128,000, HKD 351,965,000, HKD 382,207,000, HKD 39,291,000 (the amount of HKD 39,291,000 represents the historical amounts paid or payable by China Overseas Grand Oceans Group Limited to China Overseas Property Holdings Limited for the Services provided for the Projects for the three months ended March 31, 2026).

The expected demand for Services with reference to the estimated GFA of the Projects which China Overseas Grand Oceans Group Limited expects to invite China Overseas Property Holdings Limited to tender for the Services for the term under the Renewal Framework Agreement; and the estimated fees for the Services for the term under the Renewal Framework Agreement and the prevailing market fees. The fees payable by China Overseas Grand Oceans Group Limited to China Overseas Property Holdings Limited will be settled pursuant to the payment terms prescribed under the terms of the specific tender or contract. Under the Renewal Framework Agreement, as a general principle, the prices and terms of the contracts for the provision of Services shall be determined in the ordinary course of business on normal commercial terms or better, negotiated on arm?s length basis, at prevailing market prices of similar services and on terms no more favourable than those granted to other service providers who are independent third parties.

The Group is responsible for drawing up specification and requirements for a tender, based on a typical invitation to tender template and the specific requirements for a property development project. In order to make an invitation to tender, all relevant documents (including the Application Form for Making Invitation to Tender, governmental approvals obtained for the property development, and documents comprising the Invitation To Tender) are required to be submitted and filed with the Relevant Local Authority in advance in respect of the PRC Projects. The Relevant Local Authority can, according to the size of the property development and the expected contract amount involved, decide that the tender procedure set out below does not apply to a particular property management contract because it is insignificant.

Different Relevant Local Authorities have adopted different criteria in deciding whether a contract is insignificant for the tender process. In the case of an open tender, the Invitation To Tender is required to be published by way of a public notice in the press or media. In the case of a restricted tender, the Invitation To Tender is required to be sent to no less than three selected property management service providers.

Whether an open tender or a restricted tender is required will depend on the respective requirements stipulated by the Relevant Local Authority. Bidders will be required to provide pre-qualification documents for vetting before the formal tender documents are submitted. According to the applicable PRC laws and regulations, the tender evaluation process and the composition of the tender evaluation committee must comply with the requirements set out in Temporary Measures on the Tendering and Bidding for Initial Property Management Services (Jian Zhu Fang (2003) No.

130) promulgated by the Ministry of Housing and Urban-Rural Development of PRC on June 26, 2003. The tender evaluation committee shall comprise an odd number of five or more members and at least two-thirds of the members must be property management experts selected on a random basis from a list compiled by the Relevant Local Authority. If there are less than three bidders, upon the approval of the Relevant Local Authority, China Overseas Grand Oceans Group Limited may engage a property management company directly through a contract.

The tender evaluation committee shall evaluate the tender based on the specification and requirements of the Invitation To Tender with the view to rank the top three recommended bidders. China Overseas Grand Oceans Group Limited will confirm the winner and proceed to arrange for necessary notification. Where selection of service provider through tender process is not required by the applicable laws and regulations from time to time, China Overseas Grand Oceans Group Limited will obtain at least three quotations from independent service providers and the member of China Overseas Property Holdings Limited.

If the price and terms offered by the member of China Overseas Property Holdings Limited are equal to or better than those offered by independent service providers on the condition that the service provider also satisfies all other essential requirements (including but not limited to relevant experience, quality of services and track records), China Overseas Grand Oceans Group Limited may consider to accept the quotation from such member of China Overseas Property Holdings Limited.