Sino-Ocean Group Holding Limited — Proxy Solicitation & Information Statement 2017

Sep 12, 2017

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 a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Sino-Ocean Group Holding Limited , you should at once hand this circular to the purchaser or other transferee or to the bank, a licensed securities dealer 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.

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(1) RE-ELECTION OF RETIRING DIRECTOR

(2) PROPOSED ADOPTION OF NEW ARTICLES OF ASSOCIATION AND

(3) NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the EGM of Sino-Ocean Group Holding Limited to be held at Workshop 1, 3rd Floor, EAST Beijing, No. 22 Jiuxianqiao Road, Chaoyang District, Beijing, PRC, on Monday, 9 October 2017 at 10:00 a.m. is set out on pages 12 to 13 of this circular.

A form of proxy for use at the EGM is enclosed to this circular and is also published on the website of the Stock Exchange. If you intend to appoint a proxy to attend the EGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return the same to the Company’s share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

12 September 2017

CONTENTS

		Page
DEFINITIONS .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
**LETTER FROM **	THE BOARD
Introduction	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Re-Election	of Retiring Director . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Proposed Adoption of New Articles of Association . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		3
Book Closure for EGM Attendance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		4
The EGM .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Voting at the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		4
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		5
General . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
APPENDIX I	— DETAILS OF THE DIRECTOR TO BE RE-ELECTED . . . . . . . . . . .	6
APPENDIX II	— SUMMARY OF THE PROPOSED AMENDMENTS TO THE
	ARTICLES OF ASSOCIATION . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		12

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DEFINITIONS

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

• “Articles of Association”

the articles of association of the Company, as amended and adopted from time to time;

• “Board”

the board of Directors;

• “Companies Ordinance”

the Companies Ordinance (Chapter 622 of the Laws of Hong Kong);

• “Company”

Sino-Ocean Group Holding Limited, a company incorporated in Hong Kong with limited liability and the shares of which are listed on the Main Board of the Stock Exchange;

• “Director(s)” the director(s) of the Company;

“EGM” an extraordinary general meeting of the Company to be held at Workshop 1, 3rd Floor, EAST Beijing, No. 22 Jiuxianqiao Road, Chaoyang District, Beijing, PRC on Monday, 9 October 2017 at 10:00 a.m. or any adjournment thereof;

• “Group”

the Company and its subsidiaries;

• “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China;

“Latest Practicable Date” 6 September 2017, 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 of Hong Kong Limited;

• “New Articles of Association” the new articles of association of the Company proposed to be adopted by the Shareholders at the EGM, the full text of which are available in English and Chinese on the Investor Relations (Announcements) section of the website of the Company at http://www.sinooceangroup.com;

• “Shareholder(s)” the holder(s) of Shares;

“Share(s)” ordinary share(s) with no nominal value of the Company; and “Stock Exchange” The Stock Exchange of Hong Kong Limited.

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LETTER FROM THE BOARD

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Executive Directors: Mr. Li Ming (Chairman) Mr. Li Hu Mr. Wang Yeyi Mr. Sum Pui Ying Mr. Wen Haicheng Mr. Li Hongbo

Non-executive Directors: Mr. Zhao Lijun Mr. Yao Dafeng Mr. Fang Jun Ms. Shangguan Qing

Registered office: Suite 601, One Pacific Place 88 Queensway Hong Kong

Principal place of business: 31-33 Floor, Block A Ocean International Center 56 Dongsihuanzhonglu Chaoyang District, Beijing PRC

Independent non-executive Directors: Mr. Han Xiaojing Mr. Suen Man Tak Mr. Wang Zhifeng Mr. Jin Qingjun Ms. Lam Sin Lai Judy

12 September 2017

To the Shareholders

Dear Sir or Madam,

(1) RE-ELECTION OF RETIRING DIRECTOR AND

(2) PROPOSED ADOPTION OF THE NEW ARTICLES OF ASSOCIATION

INTRODUCTION

Reference is made to the announcements of the Company dated 13 August 2017 in relation to the appointment of an independent non-executive Director and 23 August 2017 in relation to, among other things, the proposed adoption of the New Articles of Association. The purpose of this circular is to

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LETTER FROM THE BOARD

provide you with information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolutions to be proposed at the EGM for the approval of, among other things:

• (a) the re-election of the retiring Director; and

• (b) the proposed adoption of the New Articles of Association.

RE-ELECTION OF RETIRING DIRECTOR

As at the Latest Practicable Date, Mr. Li Ming, Mr. Li Hu, Mr. Wang Yeyi, Mr. Sum Pui Ying, Mr. Wen Haicheng and Mr. Li Hongbo were the executive Directors; Mr. Zhao Lijun, Mr. Yao Dafeng, Mr. Fang Jun and Ms. Shangguan Qing were the non-executive Directors; and Mr. Han Xiaojing, Mr. Suen Man Tak, Mr. Wang Zhifeng, Mr. Jin Qingjun and Ms. Lam Sin Lai Judy were the independent non-executive Directors.

In accordance with Article 106 of the Articles of Association, Ms. Lam Sin Lai Judy, who was appointed by the Board to fill a casual vacancy on 14 August 2017, shall retire at the EGM and, being eligible, has offered herself for re-election at the EGM.

Details of Ms. Lam Sin Lai Judy that are required to be disclosed under the Listing Rules are set out in Appendix I to this circular.

PROPOSED ADOPTION OF NEW ARTICLES OF ASSOCIATION

The Board proposes to adopt the New Articles of Association and replace the current Articles of Association, subject to the approval of the Shareholders in the EGM. The New Articles of Association will allow the Company to, among other things:

• (a) align the Articles of Association with the current provisions and requirements under the Companies Ordinance and the Listing Rules;

• (b) enhance the administrative efficiency and facilitate the decision-making process of the Board; and

• (c) reflect the change of English name of the Company from “Sino-Ocean Land Holdings Limited” to “Sino-Ocean Group Holding Limited” and the Chinese name of the Company from “遠洋地產控股有限公司” to “遠洋集團控股有限公司” with effect from 26 May 2016, as disclosed in the announcement of the Company dated 8 June 2016.

The New Articles of Association also include certain housekeeping amendments in line with the above amendments to the Articles of Association. The summary of the principal changes in the New Articles of Association are set out in Appendix II to this circular and the full text of the proposed New Articles of Association are available in English and Chinese on the website of the Company at www.sinooceangroup.com in the Investor Relations (Announcements) section.

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LETTER FROM THE BOARD

The legal adviser to the Company as to Hong Kong laws has confirmed that the proposed New Articles of Association conform with the requirements of the Listing Rules and the applicable laws of Hong Kong. The Company confirms that there is nothing unusual about the proposed adoption of the New Articles of Association for a Hong Kong company listed on the Stock Exchange.

Shareholders are advised that the proposed New Articles of Association are available only in English. The Chinese translation of the proposed New Articles of Association provided on the website of the Company is for reference only. In the event of any inconsistency, the English version shall prevail.

BOOK CLOSURE FOR EGM ATTENDANCE

In order to ascertain the right to attend the EGM, the register of members of the Company will be closed from Tuesday, 3 October 2017 to Monday, 9 October 2017 (both days inclusive) during which period no transfer of Shares will be registered.

Shareholders are reminded that in order to be entitled to attend the EGM, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Friday, 29 September 2017.

THE EGM

A notice convening the EGM to be held on Monday, 9 October 2017 at 10:00 a.m. at Workshop 1, 3rd Floor, EAST Beijing, No. 22 Jiuxianqiao Road, Chaoyang District, Beijing, PRC is set out on pages 12 to 13 of this circular for the purpose of considering and, if thought fit, passing the resolutions set out therein.

A form of proxy for use at the EGM is enclosed. Whether or not you are able to attend the EGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return the same to the Company’s share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the EGM. Completion and return of the form of proxy will not preclude you from attending and voting at the EGM should you so wish.

VOTING AT THE EGM

Pursuant to Rule 13.39(4) of the Listing Rules, all votes of the Shareholders at general meetings must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands.

In the case of an equality of votes on a poll, the chairman shall, subject to the Articles of Association, be entitled to casting vote in addition to any other vote he may have.

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LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider that the re-election of the retiring Director and the proposed adoption of the New Articles of Association are all in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that all Shareholders vote in favour of the resolutions to be proposed at the EGM as set out in the notice of the EGM set out on pages 12 to 13 of this circular.

GENERAL

Your attention is drawn to the additional information set out in the appendices to this circular.

Yours faithfully, By order of the Board Sino-Ocean Group Holding Limited Chung Kai Cheong Company Secretary

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DETAILS OF THE DIRECTOR TO BE RE-ELECTED

APPENDIX I

The following sets out the details of Ms. Lam Sin Lai Judy who will retire and, being eligible, offer herself for re-election at the EGM pursuant to the Articles of Association:

Ms. Lam Sin Lai Judy (林倩麗)

Ms. Lam Sin Lai Judy, aged 62, has been appointed as the chancellor and board director of Wuhan College since 1 June 2015. She was the former Vice President (International and Executive Education) of the Hong Kong Polytechnic University (“ PolyU ”) and Chair Professor of Accounting at PolyU from March 2010 to February 2014, and she became the first scholar in Hong Kong who was awarded a PhD in Accounting at The Chinese University of Hong Kong in 1994. She also holds positions as Honorary Professor and Visiting Professor at several universities in Mainland China. She has been appointed as a Visiting Scholar of the Sloan School of Management of the Massachusetts Institute of Technology in the United States from 2007 to 2008. Appointed by the Hong Kong SAR Government, Ms. Lam served as a member of the Research Grants Council from 2008 to 2014, and served as a member of the University Grants Committee from 2008 to 2013. From 2001 to 2004, Ms. Lam was elected as a council member of the Hong Kong Institute of Certified Public Accountants and also served as the vice-chairman of Corporate Governance Committee of Hong Kong Institute of Certified Public Accountants. From 2005 to 2014, Ms. Lam was an independent non-executive director of CLP Holdings Limited (a company listed on the Stock Exchange). From 2005 to 2013, Ms. Lam served as an independent non-executive director of China Vanke Co. Ltd. (a company then listed on the Shenzhen Stock Exchange, and which has also been listed on the Stock Exchange since 2014) and as its consultant from 2011 to 2013. She is a fellow member of the Hong Kong Institute of Certified Public Accountants, a Chartered Professional Accountant and Chartered Accountant of the Chartered Professional Accountants of British Columbia (formerly known as The Institute of Chartered Accountants of British Columbia), a fellow member of The Institute of Chartered Secretaries and Administrators, a fellow member of The Hong Kong Institute of Chartered Secretaries and a fellow member of CPA Australia.

Ms. Lam has entered into an appointment letter with the Company for a term of one year commencing from 14 August 2017, subject to retirement from office and re-election at the next general meeting of the Company in accordance with the Articles of Association. Under the appointment letter with the Company, Ms. Lam is entitled to a Director’s fee of HK$350,000 per annum, which was determined with reference to her duties and responsibilities within the Company, the Company’s remuneration policy and the prevailing market conditions.

Save as disclosed above, as at the Latest Practicable Date, Ms. Lam (i) did not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company; (ii) did not have any interest in the Shares within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); (iii) did not hold any other directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; and (iv) did not hold any other positions with other members of the Group.

Save as disclosed above, Ms. Lam has confirmed that there are no other matters that needs to be brought to the attention of the Shareholders in connection with her re-election and there is no other information that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

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SUMMARY OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX II

Set out below is a summary of the material differences between the existing Articles of Association and the proposed New Articles of Association. Unless otherwise stated, references to the Articles below are to the existing Articles of Association. The amendments below are not exhaustive and are subject to the New Articles of Association itself.

1. Article 1

Addition of the following as the definition of “ close associate ”:

“ close associate ”, in relation to any director, has the meaning ascribed to it in the Listing Rules;”

Addition of the following as the definition of “ Regular Meeting ”:

“ Regular Meeting ” has the meaning ascribed to it in article 119;”

1. Article 46

By deleting Article 46 in its entirety and replacing it with the following:

“Subject to the Companies Ordinance, the Company may by ordinary resolution:

• (a) increase its share capital by such amount as the resolution prescribes;

• (b) consolidate and divide all or any of its share capital into shares of a different number than its existing shares;

• (c) subject to the provisions of the Companies Ordinance, sub-divide all or any of its shares;

• (d) determine that, as between the shares resulting from such a sub-division, any of them may have any preference or advantage as compared with the others;

• (e) divide its shares into several classes and attach thereto respectively any preferential, deferred, qualified or special rights, privileges or conditions, provided always that where the Company issues shares which do not carry voting rights, the words “non-voting” shall appear in the designation of such shares and where the equity capital includes shares with different voting rights, the designation of each class of shares, other than those with the most favourable voting rights, must include the words “restricted voting” or “limited voting”;

• (f) cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the shares so cancelled; or

• (g) make provision for the issue and allotment of shares which do not carry any voting rights.”

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APPENDIX II

SUMMARY OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

3. Article 54

By deleting Article 54 in its entirety and replacing it with the following:

“Subject to the provisions of the Companies Ordinance and the Listing Rules, an annual general meeting shall be called by at least twenty-one (21) clear days’ notice in writing, and an extraordinary general meeting shall be called by at least fourteen (14) clear days’ notice in writing. The notice shall specify the place, the day and the time of meeting, and in the case of an annual general meeting shall specify the meeting as such. Notice of a general meeting shall be given to such persons as are, under these articles, entitled to receive such notices from the Company. There shall appear on every such notice with reasonable prominence a statement that a member entitled to attend and vote is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him and that a proxy need not be a member of the Company. Subject to the provisions of the Companies Ordinance, a meeting of the Company shall, notwithstanding that it is called by shorter notice than that specified in this article, be deemed to have been duly called if it so agreed:

• (a) in the case of a meeting called as the annual general meeting, by all the members entitled to attend and vote thereat; and

• (b) in the case of any other meeting, by a majority in number of the members having a right to attend and vote at the meeting, being a majority together holding not less than ninety-five (95) per cent. of the total voting rights of the Company’s members.”

• New article

Addition of the following as article 62 of the New Articles of Association:

“The chairman of a meeting may take any action he considers appropriate for proper and orderly conduct at a general meeting.”

1. Article 111

By deleting Article 111 in its entirety and replacing it with the following:

“If a director or any of his associate(s) or an entity connected with him is in any way, whether directly or indirectly, materially interested in a transaction, arrangement or contract or proposed transaction, arrangement or contract with the Company, the director shall, if such transaction, arrangement or contract or proposed transaction, arrangement or contract is significant in relation to the Company’s business, declare the nature and extent of his interest or the interest of his associate(s) or entity connected with him, at a meeting of the directors in accordance with the provisions of the Companies Ordinance.”

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SUMMARY OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX II

1. Article 114

By deleting Article 114 in its entirety and replacing it with the following:

“(1) Subject to the Listing Rules and save as otherwise provided by these articles, a director shall not vote (nor shall be counted in the quorum) at a meeting of the directors on any resolution approving any transaction, contract, arrangement or any other proposal concerning a matter that is significant to in relation to the Company’s business in which he, any of his close associate(s) or any entity connected with him has, directly or indirectly, a material interest (other than an interest in shares, debentures or other securities of, or otherwise in or through, the Company), unless the interest arises only because the case falls within one or more of the following sub-paragraphs:

• (a) the giving of any security or indemnity either:

• (i) to the director or his close associate(s) in respect of money lent or obligations incurred or undertaken by him or any of them at the request of or for the benefit of the Company or any of its subsidiaries; or

• (ii) to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which the director or his close associate(s) has himself/ themselves assumed responsibility in whole or in part and whether alone or jointly under a guarantee or indemnity or by the giving of security;

• (b) any proposal concerning an offer of shares or debentures or other securities of or by the Company or any other company which the Company may promote or be interested in for subscription or purchase where the director or his close associate(s) is/are or is/are to be interested as a participant in the underwriting or sub-underwriting of the offer;

• (c) any proposal concerning any other company in which the director or his close associate(s) is/are interested only, whether directly or indirectly, as an officer or executive or shareholder or in which the director or his close associate(s) is/are beneficially interested in shares of that company, provided that the director and any of his close associate(s) are not in aggregate beneficially interested in 5% or more of the issued shares of any class of such company (or of any third company through which his interest or that of his close associate(s) is derived) or of the voting rights;

• (d) any proposal or arrangement concerning the benefit of employees of the Company or its subsidiaries including:

• (i) the adoption, modification or operation of any employees’ share scheme or any share incentive or share option scheme under which the director or his close associate(s) may benefit; or

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APPENDIX II

SUMMARY OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

• (ii) the adoption, modification or operation of a pension fund or retirement, death or disability benefits scheme which relates both to directors, his close associate(s) and employees of the Company or any of its subsidiaries and does not provide in respect of any director, or his close associate(s), as such any privilege or advantage not generally accorded to the class of persons to which such scheme or fund relates; and

• (e) any contract or arrangement in which the director or his close associate(s) is/are interested in the same manner as other holders of shares or debentures or other securities of the Company by virtue only of his/their interest in shares or debentures or other securities of the Company.

(2) For the purposes of paragraph (1) of this article and in relation to an alternate director, an interest of his appointor shall be treated as an interest of the alternate director without prejudice to any interest which the alternate director has otherwise.”

7. Article 119

By deleting Article 119 in its entirety and replacing it with the following:

“The directors may meet together for the despatch of business, adjourn, and otherwise regulate their meetings as they think fit, but in any event, no less than four (4) times a year at approximately quarterly intervals for, among other things, the review and discussion of the financial and operation conditions (the “ Regular Meetings ”). Subject to article 115, questions arising at a meeting shall be decided by a majority of votes and in case of an equality of votes, the chairman shall have a second or casting vote. A director may, and the secretary on the requisition of a director shall, call a meeting of the directors. Subject to article 121, it shall not be necessary to give notice of a meeting to a director who is absent from Hong Kong. A director who is also an alternate director shall be entitled in the absence of his appointor to a separate vote on behalf of his appointor in addition to his own vote; and an alternate director who is appointed by two (2) or more directors shall be entitled to a separate vote on behalf of each of his appointors in the appointor’s absence.”

8. Article 120

By deleting Article 120 in its entirety and replacing it with the following:

“Notice of a meeting shall be deemed to be duly given to a director if it is given to him personally in writing or orally or sent to him at his last known address in Hong Kong or any other address in Hong Kong notified by him to the Company. In respect of Regular Meetings, notice of at least fourteen (14) days should be given. For meetings other than Regular Meetings, reasonable notice should be given. If a director notifies the Company in writing of an address in Hong Kong at which notice of meetings of the directors is to be given to him when he is absent from Hong Kong, he shall, if so absent, be entitled to have notice given to him at that address; but the Company shall not be obliged by virtue of this paragraph to give any director a longer period of notice than he would have been entitled to had he been present in Hong Kong at that address. A director may waive notice of any meeting and any such waiver may be prospective or retrospective.”

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APPENDIX II

SUMMARY OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

9. Article 126

By deleting Article 126 in its entirety and replacing it with the following:

“Unless otherwise required under the Listing Rules, a resolution in writing signed by the majority of the directors (or their respective alternate directors as the case may be) who (i) for the time being are entitled to receive notice of a meeting of the directors or of a committee of the directors; and (ii) would be entitled to vote on the resolution pursuant to these articles, except those directors who are temporarily unable to act through ill-health or disability shall (so long as they constitute a quorum for the time being as provided by article 123) be as valid and effectual as if it had been passed at a meeting of the directors or (as the case may be) of that committee, duly convened and held, and may consist of several documents in the like form each executed by one or more directors, but a resolution executed by an alternate director need not also be executed by his appointor and, if it is executed by a director who has appointed an alternate director, it need not also be executed by the alternate director in that capacity. A resolution which is signed and sent by a director or his alternate director or a member of such committee by facsimile message, electronic mail or other electronic means shall be treated as being signed by him for the purpose of this article.”

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NOTICE OF EGM

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NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the “ EGM ”) of Sino-Ocean Group Holding Limited (the “ Company ”) will be held at Workshop 1, 3rd Floor, EAST Beijing, No. 22 Jiuxianqiao Road, Chaoyang District, Beijing, PRC on Monday, 9 October 2017 at 10:00 a.m. for the following purposes:

ORDINARY RESOLUTION

1. To re-elect Ms. LAM Sin Lai Judy, the retiring director, and authorise the board of directors of the Company (the “ Board ”) to fix her remuneration.

SPECIAL RESOLUTION

1. To consider and, if thought fit, pass (with or without modifications) the following special resolution:

“ THAT:

the new articles of association of the Company in the form of the document marked “A” and initialed by the chairman of this meeting for the purpose of identification be and is hereby approved and adopted in substitution for and to the exclusion of the existing articles of association of the Company with immediate effect and that any director or the company secretary of the Company be and is hereby authorised to do all such acts as he/she deems fit to effect the adoption of the new articles of association of the Company and to make relevant registrations and filings in accordance with the relevant requirements of the applicable laws and regulations in Hong Kong.”

By order of the Board Sino-Ocean Group Holding Limited Chung Kai Cheong Company Secretary

Hong Kong, 12 September 2017

Notes:

(a) The register of members of the Company will be closed from Tuesday, 3 October 2017 to Monday, 9 October 2017 (both dates inclusive), during which period no transfer of shares in the Company can be registered. In order to be entitled to attend and vote at the EGM, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Friday, 29 September 2017.

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NOTICE OF EGM

• (b) Any shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote on his behalf. A proxy need not be a shareholder of the Company. To be valid, a form of proxy in the prescribed form together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power or authority, must be deposited with the Company’s share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the meeting or any adjourned meeting.

• (c) In relation to the proposed ordinary resolution item 1 above, Ms. Lam Sin Lai Judy will retire as a director of the Company at the EGM and, being eligible, has offered herself for re-election. Details of Ms. Lam Sin Lai Judy are set out in Appendix I to the circular of the Company dated 12 September 2017.

• (d) The full text of the proposed new articles of association of the Company is available in English and Chinese on the Investor Relations (Announcements) section of the website of the Company (www.sinooceangroup.com). The Chinese translation of the new articles of association of the Company is for shareholders’ reference only. In the event of any inconsistency between the English version and the Chinese version, the English version shall prevail.

• (e) As at the date of this notice, the Board comprises of six executive directors, namely, Mr. Li Ming, Mr. Li Hu, Mr. Wang Yeyi, Mr. Sum Pui Ying, Mr. Wen Haicheng and Mr. Li Hongbo; four non-executive directors, namely, Mr. Zhao Lijun, Mr. Yao Dafeng, Mr. Fang Jun and Ms. Shangguan Qing; and five independent non-executive directors, namely, Mr. Han Xiaojing, Mr. Suen Man Tak, Mr. Wang Zhifeng, Mr. Jin Qingjun and Ms. Lam Sin Lai Judy.

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