China Overseas Grand Oceans : CHANGE OF CHAIRMAN OF THE BOARD, EXECUTIVE DIRECTOR, CHIEF EXECUTIVE OFFICER, AUTHORIZED REPRESENTATIVE, AND MEMBERS OF NOMINATION COMMITTEE AND REMUNERATION COMMITTEE

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

(incorporated in Hong Kong with limited liability)

(Stock Code: 81)

CHANGE OF CHAIRMAN OF THE BOARD, EXECUTIVE DIRECTOR, CHIEF EXECUTIVE OFFICER, AUTHORIZED REPRESENTATIVE, AND MEMBERS OF NOMINATION COMMITTEE AND REMUNERATION COMMITTEE

Resignations of Chairman of the Board, Executive Director, Chief Executive Officer, Authorized Representative, and Members of Nomination Committee and Remuneration Committee of the Company

The board of directors (the "Board") of China Overseas Grand Oceans Group Limited (the "Company") announces the following changes with effect from 11 February 2020:-

1. Mr. Yan Jianguo ("Mr. Yan") has resigned as Chairman of the Board, authorized representative (the "Authorized Representative") as required under Rule 3.05 of Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"), and member of Nomination Committee of the Company, and will continue to act as Non-Executive Director of the Company due to the work rearrangement; and
2. Mr. Zhang Guiqing ("Mr. Zhang") has resigned as Executive Director, Chief Executive Officer, Authorized Representative and member of Remuneration Committee of the Company due to change in work posting.

Mr. Yan and Mr. Zhang confirmed that they have no disagreement with the Board and there is no other matter relating to their resignations that need to be brought to the attention of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") and the shareholders of the Company.

The Board would like to take this opportunity to thank each of Mr. Yan and Mr. Zhang for their valuable contributions to the Company during their tenure as Chairman of the Board and Chief Executive Officer, respectively.

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Appointments of Chairman of the Board, Executive Director, Chief Executive Officer, Authorized Representative, Members of Nomination Committee and Remuneration Committee of the Company

The Board also announces that, with effect from 11 February 2020:-

1. Mr. Zhuang Yong ("Mr. Zhuang") has been appointed as Chairman of the Board, Executive Director, Authorized Representative and member of Nomination Committee of the Company; and
2. Mr. Yang Lin ("Mr. Yang", Executive Director of the Company) has been appointed as Chief Executive Officer, Authorized Representative and member of Remuneration Committee of the Company.

Mr. Zhuang Yong

Mr. Zhuang, aged 43, graduated from Chongqing University majoring in international corporate management in 2000, and obtained a Master of Architecture and Civil Engineering in 2007 from Chongqing University. Mr. Zhuang joined China Overseas Development Group Co., Ltd.* (the "Property Group", formerly known as China Overseas Property Group Co., Ltd.*, a wholly owned subsidiary of China Overseas Land & Investment Limited ("COLI", the controlling shareholder of the Company and listed on the Stock Exchange with stock code: 688)) in 2000 and since then, he worked in various business units within the Property Group, such as, human resources department, sale and marketing management department, and acted as the deputy general manager of the Shanghai branch, general manager of the Nanjing branch, general manager of the Suzhou branch and assistant general manager of the Western China regional companies. From 2015 to 2017, Mr. Zhuang served as the assistant president of COLI and general manager of Northern China regional companies, vice president of COLI, and since October 2018, as general manager of South China regional companies of COLI. Mr. Zhuang has about 19 years' experience in corporate management.

In addition to acting as Chairman of the Board and Executive Director of the Company, Mr. Zhuang will also act as non-executive director and vice chairman of the board of directors of COLI with effect from 11 February 2020.

Mr. Yang Lin

Mr. Yang, aged 46, graduated from the Peking University with a Master of Business Administration. He joined a subsidiary of China Overseas Holdings Limited (the intermediate controlling shareholder of the Company) 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 the Property Group 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. He has 24 years' experience in property development and corporate management.

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Save as disclosed herein, Mr. Zhuang and Mr. Yang have not held any directorship in any other listed companies in the past three years and do not have any relationship with any directors, senior management or substantial or controlling shareholders (as defined in the Listing Rules) of the Company.

As at the date of this announcement, Mr. Zhuang does not have, and is not deemed to have, any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance ("SFO", Cap. 571 of the laws of Hong Kong). Mr. Yang is deemed to be interested in 2,896,125 shares of the Company within the meaning of Part XV of the SFO, representing approximately 0.08% of the number of shares of the Company in issue.

Mr. Zhuang will enter and Mr. Yang has entered into a service contract with the Company. Both contracts can be terminated by either party giving to the other not less than three months' prior written notice. They are not appointed for a specific term of office. They will be subject to retirement by rotation and re-election in accordance with the Articles of Association of the Company.

As at the date of this announcement, Mr. Zhuang and Mr. Yang will be entitled to receive a fixed annual emolument of approximately RMB1,980,000 and HK$1,701,289, respectively and discretionary bonuses pegged to performance. Their emoluments will be determined by the Board with reference to the Company's standards for emoluments, their job responsibilities, the prevailing market conditions and the Company's operating performance and profitability.

Save as disclosed herein, there is no matter relating to the appointments of Mr. Zhuang and Mr. Yang that needs to be brought to the attention of the shareholders of the Company, nor is there any information required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

*English translation for identification purpose only.

By order of the Board

CHINA OVERSEAS GRAND OCEANS

GROUP LIMITED

Yang Lin

Executive Director

Hong Kong, 7 February 2020

As at the date of this announcement, the Board comprises eight Directors, of which three are executive Directors, namely Mr. Zhang Guiqing, Mr. Paul Wang Man Kwan and Mr. Yang Lin; 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.

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