China Oriental : Circulars - Proposed Granting of General Mandates to Issue New Shares and to Repurchase Shares Proposed Re-election of Retiring Directors 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 stockbroker 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 Oriental Group Company Limited, you should at once hand this circular to the purchaser or transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or 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 Bermuda with limited liability)

(Stock Code: 581)

PROPOSED GRANTING OF GENERAL MANDATES

TO ISSUE NEW SHARES AND TO REPURCHASE SHARES PROPOSED RE-ELECTION OF RETIRING DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening an Annual General Meeting of China Oriental Group Company Limited to be held at Boardroom 6, M/F., Renaissance Harbour View Hotel Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on Monday, 3 June 2019 at 2:30 p.m. is set out on pages 13 to 17 of this circular.

Shareholders are advised to read the notice. Whether or not you are able to attend the Annual General Meeting, you are requested to complete and return the form of proxy enclosed with this circular in accordance with the instructions printed thereon to the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the meeting (or any adjourned meeting thereof). Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjourned meeting should you so wish.

* For identification purposes only

30 April 2019

	CONTENTS
		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendices
I	Explanatory statement to Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
II Details of the Directors proposed to be re-elected at
	the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13

Attachment

1.Proxy Form

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DEFINITIONS

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

"Annual General Meeting"	the annual general meeting of the Company to be held
	at Boardroom 6, M/F., Renaissance Harbour View
	Hotel Hong Kong, 1 Harbour Road, Wanchai, Hong
	Kong on Monday, 3 June 2019 at 2:30 p.m., notice of
	which is contained in this circular
"associate(s)"	has the meaning ascribed to it under the Listing Rules
"Auditors"	the auditors for the time being of the Company
"Bermuda Companies Act"	the Companies Act 1981 of Bermuda
"Board"	the board of Directors of the Company
"Bye-laws"	Bye-laws of the Company
"Company"	China Oriental Group Company Limited, a company
	incorporated in Bermuda with limited liability whose
	Shares are listed on the main board of the Stock
	Exchange
"Director(s)"	the director(s) of the Company
"Group"	the Company and its Subsidiaries
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"	The Hong Kong Special Administrative Region of the
	People's Republic of China
"Issuance Mandate"	as defined in paragraph 2(a) of the Letter from the
	Board
"Latest Practicable Date"	24 April 2019, being the latest practicable date prior to
	the printing of this circular for ascertaining certain
	information contained herein
"Listing Rules"	the Rules Governing the Listing of Securities on the
	Stock Exchange
"Repurchase Mandate"	as defined in paragraph 2(b) of the Letter from the
	Board
"SFC"	the Securities and Futures Commission of Hong Kong

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	DEFINITIONS
"SFO"	the Securities and Futures Ordinance of Hong Kong
	(Chapter 571 of the Law of Hong Kong)
"Share(s)"	share(s) in the Company with a nominal value of
	HK$0.10 each
"Shareholder(s)"	shareholder(s) of the Company
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Subsidiary"	a company which is for the time being and from time
	to time a subsidiary (within the meaning of the
	Companies Ordinance (Chapter 622 of the Laws of
	Hong Kong)) of the Company
"Takeovers Code"	Hong Kong Code on Takeovers and Mergers issued by
	the SFC
"%"	per cent

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LETTER FROM THE BOARD

(incorporated in Bermuda with limited liability)

(Stock Code: 581)

Executive Directors:	Registered Office:
Mr. Han Jingyuan	Clarendon House
(Chairman and Chief Executive Officer)	2 Church Street
Mr. Zhu Jun	Hamilton HM 11
Mr. Shen Xiaoling	Bermuda
Mr. Zhu Hao
Mr. Han Li	Principal place of business in
	Hong Kong:
Non-executive Director:	Suites 901-2 & 10
Mr. Ondra Otradovec	9th Floor, Great Eagle Centre
	23 Harbour Road
Independent Non-executive Directors:	Wanchai, Hong Kong
Mr. Wong Man Chung, Francis
Mr. Wang Tianyi
Mr. Wang Bing
	30 April 2019
To the Shareholders
Dear Sir or Madam,

PROPOSED GRANTING OF GENERAL MANDATES

TO ISSUE NEW SHARES AND TO REPURCHASE SHARES PROPOSED RE-ELECTION OF RETIRING DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

1.INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of the resolutions to be proposed at the Annual General Meeting for, inter alia, (i) the granting of the Issuance Mandate to the Directors; (ii) the granting of the Repurchase Mandate to the Directors; (iii) the extension of the Issuance Mandate by adding to it the number of shares repurchased by the Company under the Repurchase Mandate; and (iv) the re-election of retiring Directors.

* For identification purposes only

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