China Overseas Property : Announcements and Notices - Notice of Extraordinary General Meeting

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CHINA OVERSEAS PROPERTY HOLDINGS LIMITED ʕऎيุණྠϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2669)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the shareholders of China Overseas Property Holdings Limited (the "Company") will be held at Salon 6 of JW Marriott Ballroom, Level 3, JW Marriott Hotel Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Tuesday, 29 January, 2019 at 10:30 a.m. for the purpose of considering and, if thought fit, passing the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

• 1. "THAT:

  • (A) the SH Agreement (as defined in the circular of the Company dated 10 January 2019 of which this notice forms part (the "Circular")) (a copy of which is tabled at the meeting and marked "A" and initialled by the chairman of the meeting for identification purpose) and the transactions contemplated thereunder and the implementation thereof be and are hereby approved, confirmed and ratified; and

  • (B) any one director of the Company (or any two directors of the Company or one director and the secretary of the Company, in the case of execution of documents under seal) be and is hereby authorised for and on behalf of the Company to execute all such other documents, instruments and agreements and to do all such acts or things deemed by him/her to be incidental to, ancillary to or in connection with the matters contemplated in the SH Agreement and the transactions contemplated thereunder and the implementation thereof including the affixing of seal thereon."

• 2. "THAT:

  • (A) the Guangzhou YD Agreement (as defined in the Circular) (a copy of which is tabled at the meeting and marked "B" and initialled by the chairman of the meeting for identification purpose) and the transactions contemplated thereunder and the implementation thereof be and are hereby approved, confirmed and ratified; and

  • (B) any one director of the Company (or any two directors of the Company or one director and the secretary of the Company, in the case of execution of documents under seal) be and is hereby authorised for and on behalf of the Company to execute all such other documents, instruments and agreements and to do all such acts or things deemed by him/her to be incidental to, ancillary to or in connection with the matters contemplated in the Guangzhou YD Agreement and the transactions contemplated thereunder and the implementation thereof including the affixing of seal thereon."

• 3. "THAT:

  (A)the Guangzhou YP Agreement (as defined in the Circular) (a copy of which is tabled at the meeting and marked "C" and initialled by the chairman of the meeting for identification purpose) and the transactions contemplated thereunder and the implementation thereof be and are hereby approved, confirmed and ratified; and

  (B) any one director of the Company (or any two directors of the Company or one director and the secretary of the Company, in the case of execution of documents under seal) be and is hereby authorised for and on behalf of the Company to execute all such other documents, instruments and agreements and to do all such acts or things deemed by him/her to be incidental to, ancillary to or in connection with the matters contemplated in the Guangzhou YP Agreement and the transactions contemplated thereunder and the implementation thereof including the affixing of seal thereon."

• 4. "THAT:

  (A)the CQ Agreements (as defined in the Circular) (Copies of each of the CQ Agreements are tabled at the meeting and marked "C1 to C12" and initialled by the chairman of the meeting for identification purpose) and the transactions contemplated thereunder and the implementation thereof be and are hereby approved, confirmed and ratified; and

  (B) any one director of the Company (or any two directors of the Company or one director and the secretary of the Company, in the case of execution of documents under seal) be and is hereby authorised for and on behalf of the Company to execute all such other documents, instruments and agreements and to do all such acts or things deemed by him/her to be incidental to, ancillary to or in connection with the matters contemplated in the CQ Agreements and the transactions contemplated thereunder and the implementation thereof including the affixing of seal thereon."

• 5. "THAT:

  Each as a separate resolution:

  • (A) Mr. Pang Jinying be re-elected as Director of the Company; and

  • (B) Mr. So, Gregory Kam Leung be re-elected as Director of the Company."

By Order of the Board

China Overseas Property Holdings Limited

Yan Jianguo

Chairman and Non-executive Director

Hong Kong, 10 January 2019
Head Office and Principal Place of	Registered Office:
Business in Hong Kong:	Cricket Square
Suite 703, 7/F	Hutchins Drive
Three Pacific Place	P.O. Box 2681
1 Queen's Road East	Grand Cayman KY1-1111
Hong Kong	Cayman Islands

Notes:

• 1. The register of members of the Company will be closed from 25 to 29 January 2019, both days inclusive, for the purpose of determining members' entitlement to attend and vote at the meeting. In order to qualify for attending and voting at the meeting, all share transfer documents accompanied by the relevant share certificates must be lodged with the Company's Hong Kong branch share registrar, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration no later than 4:30 p.m. on

• 24 January 2019.

• 2. Any member of the Company entitled to attend and vote at a meeting of the Company shall be entitled to appoint one or more proxies (who must be an individual) to attend and vote instead of him. A proxy need not be a member of the Company.

• 3. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorized in writing, or if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person duly authorized to sign the same.

• 4. The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be delivered at the Company's Hong Kong branch share registrar, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong, not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote.

• 5. Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the meeting or poll concerned and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

• 6. Where there are joint registered holders of any share of the Company, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present being the most or, as the case may be, the more senior shall alone be entitled to vote in respect of the relevant joint holding and, for this purpose, seniority shall be determined by reference to the order in which the names of the joint holders stand on the register in respect of the relevant joint holding.

As at the date of this notice, the Board comprises seven Directors, of which one is Non-executive Director, namely Mr. Yan Jianguo (Chairman); three are Executive Directors, namely Dr. Yang Ou (Chief Executive Officer), Mr. Pang Jinying (Vice President) and Mr. Kam Yuk Fai (Chief Financial Officer); and three are Independent Non-executive Directors, namely Mr. Yung Wing Ki, Samuel, Mr. So, Gregory Kam Leung and Mr. Lim Wan Fung, Bernard Vincent.