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

Apr 11, 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.

==> picture [14 x 21] intentionally omitted <==

==> picture [10 x 19] intentionally omitted <==

==> picture [6 x 8] intentionally omitted <==

==> picture [9 x 15] intentionally omitted <==

==> picture [8 x 14] intentionally omitted <==

==> picture [9 x 18] intentionally omitted <==

(1) PROPOSED GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES, (2) PROPOSED DIVIDEND, (3) RE-ELECTION OF RETIRING DIRECTORS AND

(4) NOTICE OF ANNUAL GENERAL MEETING

A notice convening the AGM of Sino-Ocean Group Holding Limited to be held at Workshop 2–4, 3rd Floor, EAST Beijing, No. 22 Jiuxianqiao Road, Chaoyang District, Beijing, PRC, on Thursday, 18 May 2017 at 10:00 a.m. is set out on pages 16 to 20 of this circular.

A form of proxy for use at the AGM 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 AGM, 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 AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

12 April 2017

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Repurchase Mandate and Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Proposed Dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Book Closure for AGM Attendance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
The AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Voting at the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
APPENDIX I — EXPLANATORY STATEMENT ON
REPURCHASE MANDATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX II — DETAILS OF THE DIRECTORS TO BE RE-ELECTED . . . . . . . .	10
THE AGM NOTICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16

– i –

DEFINITIONS

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

• ‘‘2016 Final Dividend’’

• the final dividend of the Company of HK$0.12 per Share for the year ended 31 December 2016 to be paid to the Shareholders whose names are shown on the register of members of the Company at the close of business on the Record Date;

• ‘‘AGM’’ the annual general meeting of the Company to be held at Workshop 2–4, 3rd Floor, EAST Beijing, No. 22 Jiuxianqiao Road, Chaoyang District, Beijing, PRC on Thursday, 18 May 2017 at 10:00 a.m. or any adjournment thereof;

• ‘‘AGM Date’’ Thursday, 18 May 2017;

• ‘‘AGM Notice’’ the notice of the AGM which is set out on pages 16 to 20 of this circular;

• ‘‘Articles of Association’’ the articles of association of the Company, as amended and adopted from time to time;

• ‘‘Board’’ the board of Directors;

• ‘‘Code’’ the Corporate Governance Code as set out in Appendix 14 to the Listing Rules;

• ‘‘Companies Ordinance’’ the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) and any amendments thereto;

• ‘‘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;

• ‘‘Group’’ the Company and its subsidiaries;

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

• ‘‘Issue Mandate’’

the general mandate to allot, issue and otherwise deal with Shares proposed to be granted to the Directors as described in the ordinary resolution item 5(A) in the AGM Notice;

– 1 –

DEFINITIONS

• ‘‘Latest Practicable Date’’ 31 March 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;

• ‘‘Record Date’’ Tuesday, 23 May 2017;

• ‘‘Repurchase Mandate’’

• the general mandate to repurchase Shares proposed to be granted to the Directors as described in the ordinary resolution item 5(B) in the AGM Notice;

• ‘‘Repurchase Resolution’’ the ordinary resolution item 5(B) as set out in the AGM Notice in respect of the grant of the Repurchase Mandate;

• ‘‘SFO’’

• the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);

• ‘‘Shareholder(s)’’ holder(s) of Shares;

• ‘‘Share(s)’’ ordinary share(s) with no nominal value of the Company;

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited;

• ‘‘Takeovers Code’’

• the Hong Kong Code on Takeovers and Mergers, as amended, supplemented or otherwise modified from time to time; and

• ‘‘%’’ per cent.

– 2 –

LETTER FROM THE BOARD

==> picture [14 x 22] intentionally omitted <==

==> picture [10 x 18] intentionally omitted <==

==> picture [6 x 9] intentionally omitted <==

==> picture [9 x 16] intentionally omitted <==

==> picture [8 x 15] intentionally omitted <==

==> picture [9 x 18] intentionally omitted <==

Executive Directors: Mr. Li Ming 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. Tsang Hing Lun Mr. Han Xiaojing Mr. Wang Zhifeng Mr. Suen Man Tak Mr. Jin Qingjun

12 April 2017

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES, (2) PROPOSED DIVIDEND, (3) RE-ELECTION OF RETIRING DIRECTORS AND

(4) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to 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 AGM for the approval of, inter alia:

• (a) grant to the Directors the Issue Mandate to allot, issue and otherwise deal with Shares as set out in the AGM Notice as ordinary resolution item 5(A) (and the extension thereto as described in the ordinary resolution item 5(C));

– 3 –

LETTER FROM THE BOARD

• (b) grant to the Directors the Repurchase Mandate to repurchase Shares as set out in the AGM Notice as ordinary resolution item 5(B);

• (c) declaration of a final dividend for the year ended 31 December 2016; and

• (d) re-election of the retiring Directors.

REPURCHASE MANDATE AND ISSUE MANDATE

At the annual general meeting of the Company held on 12 May 2016, general mandates were granted to the Directors to exercise all powers of the Company, inter alia, (i) to repurchase Shares not exceeding 10% of the number of Shares in issue as at 12 May 2016, and (ii) to allot, issue and deal with Shares not exceeding 20% of the number of Shares in issue as at 12 May 2016 and the number of Shares (up to a maximum of 10% of the then issued Shares) repurchased by the Company.

These general mandates will expire at the conclusion of the AGM. An ordinary resolution will be proposed at the AGM to grant the Repurchase Mandate to the Directors to exercise the powers of the Company to repurchase, at any time until the next annual general meeting of the Company following the passing of the resolution or such earlier date as stated therein, Shares up to a maximum of 10% of the number of Shares in issue as at the AGM Date (subject to adjustment in the case of subdivision and consolidation of Shares), as set out as the ordinary resolution item 5(B) in the AGM Notice. An explanatory statement, as required under the Listing Rules to provide the requisite information in connection with the Repurchase Mandate, is set out in Appendix I to this circular.

Ordinary resolutions will also be proposed at the AGM to grant the Issue Mandate to the Directors to allot, issue and deal with Shares not exceeding 20% of the number of Shares in issue as at the AGM Date (subject to adjustment in the case of subdivision and consolidation of Shares), and to extend the Issue Mandate by adding to it the number of Shares repurchased by the Company under the Repurchase Mandate, as set out as ordinary resolution items 5(A) and 5(C), respectively, in the AGM Notice. As at the Latest Practicable Date, the number of Shares in issue were 7,514,872,657. Subject to the passing of the ordinary resolution approving the Issue Mandate and on the basis that no further Shares are issued or repurchased following the Latest Practicable Date and up to the AGM Date, the Company would be allowed under the Issue Mandate to issue a maximum of 1,502,974,531 Shares (subject to adjustment in the case of subdivision and consolidation of Shares).

– 4 –

LETTER FROM THE BOARD

PROPOSED DIVIDEND

On 30 March 2017, the Board announced the final results of the Group for the year ended 31 December 2016 and resolved to recommend at the AGM the payment of the 2016 Final Dividend of HK$0.12 per Share for the year ended 31 December 2016 to Shareholders whose names appeared on the register of members of the Company on the Record Date. The final dividend will be paid in cash. To qualify for the 2016 Final Dividend, 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 Tuesday, 23 May 2017.

RE-ELECTION OF RETIRING DIRECTORS

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. Tsang Hing Lun, Mr. Han Xiaojing, Mr. Wang Zhifeng, Mr. Suen Man Tak and Mr. Jin Qingjun were the independent non-executive Directors.

In accordance with Articles 101 and 102 of the Articles of Association, Mr. Li Hongbo, Mr. Yao Dafeng, Mr. Fang Jun, Ms. Shangguan Qing and Mr. Wang Zhifeng, shall retire from the office at the conclusion of the AGM.

In accordance with Article 106 of the Articles of Association, Mr. Zhao Lijun, being appointed by the Board to fill casual vacancies, shall also retire and, being eligible, offer himself for re-election at the forthcoming general meeting.

Details of the Directors proposed to be re-elected at the AGM that are required to be disclosed under the Listing Rules are set out in Appendix II to this circular.

BOOK CLOSURE FOR AGM ATTENDANCE

In order to ascertain the right to attend the AGM, the register of members of the Company will be closed from Monday, 15 May 2017 to Thursday, 18 May 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 AGM, 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, 12 May 2017.

– 5 –

LETTER FROM THE BOARD

THE AGM

A notice convening the AGM to be held on Thursday, 18 May 2017 at 10:00 a.m. at Workshop 2–4, 3rd Floor, EAST Beijing, No. 22 Jiuxianqiao Road, Chaoyang District, Beijing, PRC is set out on pages 16 to 20 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 AGM is enclosed. Whether or not you are able to attend the AGM, 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 AGM. Completion and return of the form of proxy will not preclude you from attending and voting at the AGM if you so wish.

VOTING AT THE AGM

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.

RECOMMENDATION

The Directors consider that the proposals for grant of the Repurchase Mandate and the Issue Mandate (and the extension thereto as described in ordinary resolution item 5(C) set out in the AGM Notice contained in this circular), the proposed dividend and the re-election of retiring Directors are all in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that all Shareholders vote in favour of all the relevant resolutions to be proposed at the AGM as set out in the AGM Notice.

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

– 6 –

APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE

This Appendix I serves as an explanatory statement, as required by Rule 10.06(1)(b) of the Listing Rules, to provide the requisite information to you to enable you to make an informed decision as to whether to vote for or against the Repurchase Resolution.

SHARES IN ISSUE

As at the Latest Practicable Date, the number of Shares in issue were 7,514,872,657.

Subject to the passing of the Repurchase Resolution at the AGM and on the basis that no further Shares are issued or repurchased following the Latest Practicable Date and up to the AGM Date, exercise in full of the Repurchase Mandate could accordingly result in up to 751,487,265 Shares, representing 10% of the number of Shares in issue (subject to adjustment in the case of subdivision and consolidation of Shares), being repurchased by the Company during the period from the AGM Date up to (i) the conclusion of the next annual general meeting of the Company, (ii) the date by which the next annual general meeting of the Company is required by applicable laws or the Articles of Association to be held, or (iii) the passing of an ordinary resolution by Shareholders in general meeting of the Company revoking or varying the Repurchase Mandate, whichever occurs first.

REASONS FOR REPURCHASES

The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders. Whilst it is not possible to anticipate in advance any specific circumstance in which the Directors might think it appropriate to repurchase Shares, they believe that an ability to do so would give the Company additional flexibility that would be beneficial to the Company and the Shareholders as such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or its earnings per Share.

FUNDING OF REPURCHASES

In repurchasing its own Shares, the Company may only apply funds legally available for such purpose in accordance with its Articles of Association, the Companies Ordinance and the Listing Rules. The Companies Ordinance provides that the amount of capital repaid in connection with a Share repurchase may only be paid out of the distribution profits of the Company and/or the proceeds of a new issue of Shares made for the purpose of the repurchase to such extent allowable under the Companies Ordinance.

There might be material adverse impact on the working capital or gearing position of the Company (as compared with the position as at 31 December 2016, the date to which the most recent audited accounts of the Company were made up) in the event that repurchases of Shares under the Repurchase Mandate were to be carried out in full during the period of the Repurchase Mandate. The Directors do not propose to exercise the Repurchase Mandate to such extent as it would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing levels of the Company, which in the opinion of the Directors are from time to time appropriate for the Company.

– 7 –

APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE

SHARE PRICES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange in each of the previous twelve months up to the Latest Practicable Date were as follows:

		Prices
Month	Highest		Lowest
	HK$		HK$
2016
March	4.64		3.38
April	3.93		3.47
May	3.57		2.98
June	3.40		3.05
July	3.50		3.20
August	3.75		3.22
September	4.01		3.47
October	3.62		3.23
November	3.45		3.17
December	3.56		3.25
2017
January	3.55		3.36
February	4.00		3.31
March (up to the Latest Practicable Date)	4.36		3.58

DIRECTORS, THEIR ASSOCIATES AND CONNECTED PERSONS

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates (as defined in the Listing Rules), has any present intention, in the event that the proposed Repurchase Mandate is approved by the Shareholders, to sell any Shares to the Company or its subsidiaries under the Repurchase Mandate.

No core connected persons (as defined in the Listing Rules) of the Company have notified the Company that they have any present intention to sell Shares to the Company, or have undertaken not to do so, in the event that the proposed Repurchase Mandate is approved by the Shareholders.

UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange that they will exercise the power of the Company to make repurchases pursuant to the Repurchase Resolution passed by the Shareholders and in accordance with the Listing Rules and the applicable laws of Hong Kong.

– 8 –

APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE

SHARE REPURCHASE BY THE COMPANY

No Shares had been repurchased by the Company in the six months preceding the Latest Practicable Date.

TAKEOVERS CODE

If as a result of repurchase(s) of Shares by the Company, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert could, depending on the level of increase of his or their interest, obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, (i) China Life Insurance (Group) Company (‘‘China Life Group’’), through China Life Insurance Company Limited (‘‘China Life’’), indirectly held 2,253,459,151 Shares, representing approximately 29.99% of the total number of Shares in issue, and (ii) Anbang Insurance Group Co., Ltd. (‘‘Anbang’’) was deemed to be interested in 2,252,646,115 Shares, of which 1,352,197,115 shares and 900,449,000 shares were registered in the name of, and beneficially owned by, Anbang and Anbang Property & Casualty Insurance Co. Ltd. respectively, representing approximately 29.98% of the total number of Shares in issue. In the event that the Directors exercise in full the power to repurchase shares in accordance with the Repurchase Mandate, the shareholding of China Life Group and Anbang would be increased to approximately 33.32% and 33.31% of the number of Shares in issue (subject to adjustment in the case of any subdivision and consolidation of Shares), respectively. Such increase in the shareholding of China Life Group and Anbang may give rise to an obligation on both of China Life Group and Anbang to make a mandatory general offer under Rules 26 and 32 of Takeovers Code.

However, the Directors currently have no intention to repurchase Shares which would trigger a mandatory general offer obligation on the part of above persons. Save as disclosed aforesaid, the Directors are not aware of any consequences which may arise under the Takeovers Code as a result of any repurchases to be made under the Repurchase Mandate.

– 9 –

DETAILS OF THE DIRECTORS TO BE RE-ELECTED

APPENDIX II

The following sets out the details of the Directors who will retire and, being eligible, offer themselves for re-election at the AGM pursuant to the Articles of Association:

Biographical Information

Executive Director

Mr. Li Hongbo (李洪波)

Mr. Li Hongbo, aged 49, is a member of the Investment Committee and the assistant to the Chief Executive Officer (‘‘CEO’’) of the Company. He has been the general manager of the finance department of Sino-Ocean Land Limited since 2006, a wholly-owned subsidiary of the Company. Mr. Li has been the assistant to CEO of the Company since 2015. He also serves as director of a number of subsidiaries and project companies of the Company. Mr. Li has over 20 years of experience in accounting. He mainly engages in the overall management of the Company’s operations and is responsible for the financial management of the Group, and assists in managing and supervising the work of the financial management centre. Mr. Li obtained a bachelor’s degree in Engineering from Xi’an Highway Institute (now Chang’an University) in July 1989 and a master’s degree in Business Administration from China Europe International Business School in October 2011. He has been appointed as a non-executive director of Gemini Investments (Holdings) Limited (‘‘Gemini’’), an indirect subsidiary of the Company listed on the Stock Exchange, since October 2010.

As at the Latest Practicable Date, Mr. Li was beneficially interested in 171,141 Shares and under the share option scheme of the Company, Mr. Li was beneficially interested in share options to subscribe for 700,000 Shares and 4,000,000 Shares of the Company at an exercise price of HK$4.04 and HK$3.80 per share respectively. Mr. Li was also beneficially interested in 310,112 Shares to be vested on him in accordance with conditions specified by the Board at various time of grant pursuant to the restricted share award scheme adopted by the Company. Mr. Li was also beneficially interested in share options granted by Gemini to subscribe for (i) 1,000,000 shares of Gemini at an exercise price of HK$0.96 per share; and (ii) 500,000 shares of Gemini at an exercise price of HK$1.27 per share.

There is currently no service contract signed between the Company and Mr. Li for services as a Director. However, Mr. Li has entered into an executive service contract with the Company with no fixed period of service length. The appointment of Mr. Li as a Director has no specific term but is subject to retirement by rotation and re-election at the annual general meeting in accordance with the Articles of Association. Mr. Li is currently entitled to a remuneration comprising an annual salary of RMB1,570,000, and a discretionary bonus to be determined by the Company having regard to the operating results of the Group.

Save as disclosed above, (i) Mr. Li does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company; (ii) he does not have any interest in the shares of the Company within the meaning of Part XV of the SFO as at the Latest Practicable Date; (iii) he does 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 preceding the Latest Practicable Date; and (iv) he does not hold any other positions with other members of the Group.

– 10 –

DETAILS OF THE DIRECTORS TO BE RE-ELECTED

APPENDIX II

Save as disclosed above, Mr. Li has confirmed that there are no other matters that need to be brought to the attention of the Shareholders in connection with his 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.

Non-Executive Director

Mr. Zhao Lijun (趙立軍)

Mr. Zhao Lijun, aged 54, is a member of the Audit Committee of the Company. Mr. Zhao joined the Group in October 2016. He is the vice president of China Life. He served various positions in China Life Insurance Group, including the chief financial officer and general manager of the Financial Department. Mr. Zhao graduated from Anhui Finance & Trade College (安徽財貿學院) with a bachelor’s degree in Industrial Accounting and Finance under the Accounting Department in 1987 and graduated from Tsinghua University with a master’s degree in Executive Master of Business Administration in 2010. Mr. Zhao is a senior accountant. Mr. Zhao is nominated by China Life, a substantial shareholder of the Company.

As at the Latest Practicable Date, Mr. Zhao was beneficially interested in 60,000 Shares to be vested on him in accordance with conditions specified by the Board at various time of granting pursuant to the restricted share award scheme adopted by the Company.

Pursuant to his letter of appointment, Mr. Zhao is appointed for a term of one year commencing from 25 October 2016, subject to retirement by rotation and re-election at the forthcoming general meeting of the Company in accordance with the Articles of Association. Mr. Zhao is entitled to receive a director’s fee of HK$350,000 per annum, which was determined by the Board with reference to his experience, qualifications, responsibilities involved in the Company and the prevailing market conditions.

Save as disclosed above, (i) Mr. Zhao does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company; (ii) he does not have any interest in the shares of the Company within the meaning of Part XV of the SFO as at the Latest Practicable Date; (iii) he does 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 preceding the Latest Practicable Date; and (iv) he does not hold any other positions with other members of the Group.

Save as disclosed above, Mr. Zhao has confirmed that there are no other matters that need to be brought to the attention of the Shareholders in connection with his 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.

– 11 –

DETAILS OF THE DIRECTORS TO BE RE-ELECTED

APPENDIX II

Mr. Yao Dafeng (姚大鋒)

Mr. Yao Dafeng, aged 54, is a member of the Audit Committee of the Company. Mr. Yao joined the Group in March 2016. Mr. Yao has extensive experience in banking and insurance and served various positions in Anbang Property Insurance Inc., and Anbang Life Insurance Co., Ltd. He is currently a director and vice president of Anbang, a non-executive director of China Mingsheng Banking Corp., Ltd., a company listed on the Stock Exchange and the Shanghai Stock Exchange, a director of Gemdale Corporation, a company listed on the Shanghai Stock Exchange, and a director of Tong Yang Life Insurance Co., Ltd., a company listed on the Korea Exchange. He obtained a master’s degree in Public Administration from National University of Singapore and is a senior economist. Mr. Yao is nominated by Anbang, a substantial shareholder of the Company.

As at the Latest Practicable Date, Mr. Yao was beneficially interested in the share options granted by the Company to subscribe for 500,000 Shares at exercise price of HK$3.80 per share. Mr. Yao was beneficially interested in 120,000 Shares to be vested on him in accordance with conditions specified by the Board at various time of granting pursuant to the restricted share award scheme adopted by the Company.

Pursuant to his letter of appointment, Mr. Yao is appointed for a term commencing from 22 March 2017 to the date of the forthcoming general meeting, subject to retirement by rotation and re-election at the forthcoming general meeting of the Company in accordance with the Articles of Association. Mr. Yao is entitled to receive a director’s fee of HK$350,000 per annum, which was determined by the Board with reference to his experience, qualifications, responsibilities involved in the Company and the prevailing market conditions.

Save as disclosed above, (i) Mr. Yao does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company; (ii) he does not have any interest in the shares of the Company within the meaning of Part XV of the SFO as at the Latest Practicable Date; (iii) he does 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 preceding the Latest Practicable Date; and (iv) he does not hold any other positions with other members of the Group.

Save as disclosed above, Mr. Yao has confirmed that there are no other matters that need to be brought to the attention of the Shareholders in connection with his 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.

– 12 –

DETAILS OF THE DIRECTORS TO BE RE-ELECTED

APPENDIX II

Mr. FANG Jun (方軍)

Mr. Fang Jun, aged 49, joined the Group in May 2014. He joined China Life Insurance Group in May 2002 and served various positions, including but not limited to the general manager of the Investment Management Department. He is currently an executive director and vice president of China Life Insurance (Overseas) Company Limited. He is also a nonexecutive director of CITIC Securities Co., Ltd., a company listed on the Stock Exchange and the Shenzhen Stock Exchange. He obtained a bachelor’s degree in Laws from Renmin University of China in 1991 and a master’s degree in Laws and a doctorate degree in Management from the Graduate School of Chinese Academy of Social Sciences in 1996 and 1999, respectively. He is a senior economist. Mr. Fang is nominated by China Life, a substantial shareholder of the Company.

As at the Latest Practicable Date, Mr. Fang was beneficially interested in 110,600 Shares and under the share option scheme of the Company, Mr. Fang was beneficially interested in share options to subscribe for 350,000 Shares and 500,000 Shares of the Company at an exercise price of HK$4.04 and HK$3.80 per share respectively. Mr. Fang was also beneficially interested in 107,400 Shares to be vested on him in accordance with conditions specified by the Board at various time of grant pursuant to the restricted share award scheme adopted by the Company.

Pursuant to his letter of appointment, Mr. Fang is appointed for a term of one year ending on 15 May 2017, subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. Mr. Fang is entitled to receive a director’s fee of HK$350,000 per annum, which was determined by the Board with reference to his experience, qualifications, responsibilities involved the Company and the prevailing market conditions.

Save as disclosed above, (i) Mr. Fang does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company; (ii) he does not have any interest in the shares of the Company within the meaning of Part XV of the SFO as at the Latest Practicable Date; (iii) he does 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 preceding the Latest Practicable Date; and (iv) he does not hold any other positions with other members of the Group.

Save as disclosed above, Mr. Fang confirmed that there are no other matters that need to be brought to the attention of the Shareholders in connection with his re-election and there is no other information that should be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

– 13 –

DETAILS OF THE DIRECTORS TO BE RE-ELECTED

APPENDIX II

Ms. Shangguan Qing (上官清女士)

Ms. Shangguan Qing, aged 43, joined the Group in March 2016. Ms. Shangguan served various positions in Anbang Property Insurance Inc., Anbang Life Insurance Co., Ltd., and Hexie Health Insurance Co., Ltd.. She is currently the chairman of Anbang Asset Management Co., Ltd and a director of Financial Street Holdings Co., Ltd., a company listed on the Shenzhen Stock Exchange. She obtained a master’s degree in Business Administration from China Europe International Business School. Ms. Shangguan is nominated by Anbang, a substantial shareholder of the Company.

As at the Latest Practicable Date, Ms. Shangguan was beneficially interested in the share options granted by the Company to subscribe for 500,000 Shares at exercise price of HK$3.80 per share. Ms. Shangguan was beneficially interested in 120,000 Shares to be vested on her in accordance with conditions specified by the Board at various time of granting pursuant to the restricted share award scheme adopted by the Company.

Pursuant to her letter of appointment, Ms. Shangguan is appointed for a term commencing from 22 March 2017 to the date of the forthcoming general meeting, subject to retirement by rotation and re-election at the forthcoming general meeting of the Company in accordance with the Articles of Association. Ms. Shangguan is entitled to receive a director’s fee of HK$350,000 per annum, which was determined by the Board with reference to her experience, qualifications, responsibilities involved in the Company and the prevailing market conditions.

Save as disclosed above, (i) Ms. Shangguan does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company; (ii) she does not have any interest in the shares of the Company within the meaning of Part XV of the SFO as at the Latest Practicable Date; (iii) she does 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 preceding the Latest Practicable Date; and (iv) she does not hold any other positions with other members of the Group.

Save as disclosed above, Ms. Shangguan has confirmed that there are no other matters that need 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.

– 14 –

DETAILS OF THE DIRECTORS TO BE RE-ELECTED

APPENDIX II

Independent Non-Executive Director

Mr. Wang Zhifeng (王志峰)

Mr. Wang Zhifeng, aged 61, is a member of the Nomination Committee and Remuneration Committee of the Company. He joined the Group in March 2016. He is currently the retired cadre of the head office of Agricultural Bank of China Limited (the ‘‘Agricultural Bank’’ and together with its subsidiaries, the ‘‘Agricultural Bank Group’’). Mr. Wang joined the Agricultural Bank Group in August 1978 and has over 37 years’ experience in finance and management. Mr. Wang also served as the head and the secretary of the Communist Party Committee of Dalian Branch of the Agricultural Bank, and a supervisor of Agricultural Bank of China Financial Leasing Co., Ltd. Mr. Wang is an independent nonexecutive director of Dalian Port (PDA) Company Limited, a company listed on the Stock Exchange, since October 2014. He graduated from Shenyang Agricultural College with master’s degree in Economic Management. He is a senior economist.

As at the Latest Practicable Date, Mr. Wang was beneficially interested in 24,000 Shares and under the share option scheme of the Company, Mr. Wang was beneficially interested in share options to subscribe for 500,000 Shares at an exercise price of HK$3.80 per share. Mr. Wang was also beneficially interested in 96,000 Shares to be vested on him in accordance with conditions specified by the Board at various time of granting pursuant to the restricted share award scheme adopted by the Company.

Pursuant to his letter of appointment, Mr. Wang is appointed for a term commencing from 20 March 2017 to the date of the forthcoming general meeting subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. Mr. Wang is currently entitled to receive a director’s fee of HK$350,000 per annum, which was determined by the Board with reference to his experience, qualifications, responsibilities involved in the Company and the prevailing market conditions.

Save as disclosed above, (i) Mr. Wang does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company; (ii) he does not have any interest in Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date; (iii) he does 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 preceding the Latest Practicable Date; and (iv) he does not hold any other positions with other members of the Group.

Save as disclosed above, Mr. Wang confirmed that there are no other matters that need to be brought to the attention of the Shareholders in connection with his re-election and there is no other information that should be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

– 15 –

THE AGM NOTICE

==> picture [14 x 22] intentionally omitted <==

==> picture [10 x 18] intentionally omitted <==

==> picture [6 x 9] intentionally omitted <==

==> picture [9 x 16] intentionally omitted <==

==> picture [8 x 15] intentionally omitted <==

==> picture [9 x 18] intentionally omitted <==

NOTICE IS HEREBY GIVEN that the annual general meeting (the ‘‘AGM’’) of SinoOcean Group Holding Limited (the ‘‘Company’’) will be held at Workshop 2–4, 3rd Floor, EAST Beijing, No. 22 Jiuxianqiao Road, Chaoyang District, Beijing, PRC on Thursday, 18 May 2017 at 10:00 a.m. for the following purposes:

1. To receive and consider the audited consolidated financial statements and the reports of the directors and the auditor for the financial year ended 31 December 2016.

2. To declare a final dividend for the year ended 31 December 2016.

3. To re-elect the retiring directors and authorise the board of directors of the Company (the ‘‘Board’’) to fix their remuneration.

4. To re-appoint PricewaterhouseCoopers as auditor of the Company and to authorise the Board to fix their remuneration.

As special business, to consider and, if thought fit, pass (with or without modifications) the following ordinary resolutions numbered 5(A) to 5(C):

ORDINARY RESOLUTIONS

1. (A) ‘‘THAT

2. (i) subject to paragraph (iii) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements, options (including bonds, warrants and debentures convertible into shares of the Company) and rights of exchange or conversion which might require the exercise of such powers, subject to and in accordance with all applicable laws and requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended from time to time) (the ‘‘Listing Rules’’), be and is hereby generally and unconditionally approved;

3. (ii) the approval in paragraph (i) above shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements, options (including bonds, warrants and debentures convertible into shares of the Company) and rights of exchange or conversion which might require the exercise of such powers after the end of the Relevant Period;

– 16 –

THE AGM NOTICE

• (iii) the aggregate number of shares of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the directors of the Company pursuant to the approval granted in paragraph (i) above, otherwise than pursuant to (a) a Rights Issue (as hereinafter defined), or (b) the exercise of options under any share option scheme or similar arrangement adopted by the Company for the grant or issue to the employees and directors of the Company and/ or any of its subsidiaries and/or other eligible participants specified thereunder of options to subscribe for or rights to acquire shares of the Company, or (c) the exercise of rights of subscription or conversion under the terms of any warrants or any securities, which carry rights to subscribe for or are convertible into shares of the Company, issued by the Company; or (d) an issue of shares of the Company as scrip dividend or similar arrangement in accordance with the articles of association of the Company (the ‘‘Article of Association’’), shall not exceed 20% of the number of shares of the Company in issue as at the date of the passing of this resolution (subject to adjustment in the case of subdivision and consolidation of the shares of the Company), and the said approval shall be limited accordingly; and

• (iv) for the purpose of this resolution:

‘‘Relevant Period’’ means the period from the date of passing of this resolution until whichever is the earliest of:

• (a) the conclusion of the next AGM;

• (b) the expiration of the period within which the next AGM is required by the Articles of Association or any applicable laws to be held; and

• (c) the date on which the authority sets out in this resolution is revoked or varied by an ordinary resolution of the Company in general meeting.

‘‘Rights Issue’’ means an offer of shares of the Company open for a period fixed by the directors of the Company to holders of shares on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any legal restrictions under the laws of any relevant jurisdiction, or the requirements of any recognized regulatory body or any stock exchange, in any territory outside Hong Kong).’’

– 17 –

THE AGM NOTICE

(B) ‘‘THAT

• (i) subject to paragraph (ii) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all powers of the Company to purchase or otherwise acquire shares in the capital of the Company on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) or on any other stock exchange on which the shares of the Company may be listed and recognised by the Stock Exchange and the Hong Kong Securities and Futures Commission for this purpose, subject to and in accordance with all applicable laws and the requirements of the Hong Kong Code on Share Repurchases and the Listing Rules be and is hereby generally and unconditionally approved;

• (ii) the aggregate number of shares of the Company which are authorised to be purchased pursuant to the approval in paragraph (i) above shall not exceed 10% of the aggregate number of shares of the Company in issue as at the date of the passing of this resolution (subject to adjustment in the case of subdivision and consolidation of the shares of the Company), and the said approval shall be limited accordingly; and

• (iii) for the purpose of this resolution:

‘‘Relevant Period’’ means the period from the date of passing of this resolution until whichever is the earliest of:

• (a) the conclusion of the next AGM;

• (b) the expiration of the period within which the next AGM is required by the Articles of Association or any applicable laws to be held; and

• (c) the date on which the authority sets out in this resolution is revoked or varied by an ordinary resolution of the Company in general meeting.’’

(C) ‘‘THAT

conditional upon the passing of the resolutions set out in paragraphs 5(A) and 5(B) of the notice convening this meeting, the general mandate granted to the directors of the Company to exercise the powers of the Company to allot, issue and otherwise deal with shares of the Company pursuant to the resolution set out in paragraph 5(A) of the notice convening this meeting be and is hereby extended by the addition thereto an amount of shares representing the aggregate number of shares of the Company purchased or otherwise acquired by the Company pursuant to the authority granted to the directors of the Company under the resolution set out in paragraph 5(B) above, provided that such amount

– 18 –

THE AGM NOTICE

shall not exceed 10% of the number of shares of the Company in issue as at the date of passing this resolution (subject to adjustment in the case of subdivision and consolidation of shares of the Company).’’

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

Hong Kong, 12 April 2017

Notes:

• (a) The register of members of the Company will be closed from Monday, 15 May 2017 to Thursday, 18 May 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 AGM, 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, 12 May 2017.

• (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) The Board has recommended a final dividend of HK$0.12 per share in the number of shares of the Company in issue for the year ended 31 December 2016 and, if such dividend is approved by the shareholders of the Company passing the ordinary resolution item 2 above, it is expected to be paid before Thursday, 6 July 2017 to those shareholders whose names are on the Company’s register of members on Tuesday, 23 May 2017. Particulars of the final dividend were set out in the circular of the Company dated 12 April 2017 (the ‘‘Circular’’). In order to qualify for the 2016 Final Dividend, 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 Tuesday, 23 May 2017.

• (d) In relation to the proposed ordinary resolution item 3 above, Mr. Li Hongbo, Mr. Zhao Lijun, Mr. Yao Dafeng, Mr. Fang Jun, Ms. Shangguan Qing and Mr. Wang Zhifeng, will retire from their offices of directors at the AGM and, being eligible, offer themselves for re-election. Details of the directors to be offered for reelection were set out in the Circular.

• (e) In relation to the proposed ordinary resolutions items 5(A) and 5(C), approval is being sought from the shareholders of the Company for the granting to the directors of a general mandate to authorise the allotment and issue of shares under the Listing Rules. The directors have no immediate plans to issue any new Shares which may fall to be issued under the share option scheme of the Company which may be approved by shareholders of the Company.

• (f) In relation to the proposed ordinary resolution item 5(B) above, the directors wish to state that they will exercise the powers conferred thereby to repurchase shares of the Company in circumstances which they deem appropriate for the benefit of the shareholders of the Company. An explanatory statement containing the information necessary to enable the shareholders of the Company to make an informed decision to vote on the proposed resolution as required by the Listing Rules was set out in the Circular.

– 19 –

THE AGM NOTICE

• (g) 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 nonexecutive directors, namely, Mr. Tsang Hing Lun, Mr. Han Xiaojing, Mr. Wang Zhifeng, Mr. Suen Man Tak and Mr. Jin Qingjun.

– 20 –