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Connected and Major Transaction in Relation to the Acquisition of the 30% Equity Interest in a Subsidiary; and Notice of Extraordinary General Meeting

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Connected and Major Transaction in Relation to the Acquisition of the 30% Equity Interest in a Subsidiary; and Notice of Extraordinary General Meeting R14.63(2)(b) THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION R14A.58(3)(b) If you are in any doubt as to any aspect about this circular or as to the action to be taken, you should consult a licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in China Overseas Grand Oceans Group Limited, you should at once hand this circular, together with the accompanying form of proxy, to the purchaser or transferee or to the bank, 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 R14.58(1) contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability R14A.59(1) whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular. This circular appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or R14.60(4)(a) subscribe for the securities in China Overseas Grand Oceans Group Limited. App1B(1) R13.51A (incorporated in Hong Kong with limited liability) (Stock Code: 81) CONNECTED AND MAJOR TRANSACTION IN RELATION TO THE ACQUISITION OF THE 30% EQUITY INTEREST IN A SUBSIDIARY; AND NOTICE OF EXTRAORDINARY GENERAL MEETING Financial adviser to China Overseas Grand Oceans Group Limited SOMERLEY LIMITED Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders A letter from the independent board committee of China Overseas Grand Oceans Group Limited containing its recommendation to the independent shareholders of China Overseas Grand Oceans Group Limited is set out on pages 15 to 16 of this circular. A letter from Haitong International Capital Limited containing its advice to the independent board committee and the independent shareholders of China Overseas Grand Oceans Group Limited is set out on pages 17 to 41 of this circular. A notice convening the extraordinary general meeting of China Overseas Grand Oceans Group Limited to be held at 11th Floor, Three Pacific Place, 1 Queen’s Road East, Hong Kong on Wednesday, 15 December, 2010 at 3:30 p.m. is set out on pages N-1 to N-3 of this circular. Whether or not you are able to attend this extraordinary general meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the share registrar of China Overseas Grand Oceans Group Limited, Tricor Standard Limited, 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the extraordinary general meeting or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the extraordinary general meeting or any adjournment thereof should you so wish but the authority of your proxy will be invalidated forthwith. 26 November, 2010 CONTENTS Page Definitions ............................................................... 1 Letter from the Board ...................................................... 4 Letter from the Independent Board Committee .................................. 15 Letter from Haitong Capital ................................................. 17 Appendix I — Financial Information of the Group .......................... I-1 Appendix II — Unaudited Pro Forma Financial Information of the Group ........ II-1 Appendix III — Financial Information of the Pan China Land Group.............III-1 Appendix IV — Valuation Reports of the Pan China Land Group ................IV-1 Appendix V — General Information....................................... V-1 Notice of EGM ............................................................ N-1 Accompanying document: — form of proxy i DEFINITIONS In this circular, unless the context otherwise requires, the following expressions shall have the following meanings: “Acquisition” the acquisition of the Minority Interests by the Company (or its nominated subsidiary) under the Acquisition Agreement “Acquisition Agreement” the agreement in relation to the Acquisition, entered into by the Company, Assure Win, Mr. Wang, Mr. Cheng and Kentrise on 2 November, 2010 “acting in concert” has the meaning ascribed to it under the Hong Kong Code on Takeovers and Mergers “Associated Parties” collectively, associates of, parties acting in concert with and other parties accustomed to taking instructions from such person(s) “associate(s)” has the meaning ascribed to it under the Listing Rules “Assure Win” Assure Win Investments Limited, a company incorporated under the laws of British Virgin Islands “Board” the board of Directors “Business Day” means any day (excluding a Saturday and any day on which a tropical cyclone warning signal no. 8 or above or a “black” rainstorm warning signal is hoisted or remains hoisted in Hong Kong at an time between 9 a.m. to 5 p.m. and is not lowered or discontinued at or before 5 p.m.) on which banks are generally open for business in Hong Kong “COLI” China Overseas Land & Investment Limited (stock code: 688), a company incorporated in Hong Kong with limited liability under the Companies Ordinance and the shares of which are listed on the Main Board of the Stock Exchange “connected person(s)” has the meaning ascribed to it under the Listing Rules “Company” China Overseas Grand Oceans Group Limited (stock code: 81), a company incorporated in Hong Kong with limited liability and the Shares of which are listed on the Main Board of the Stock Exchange “Companies Ordinance” the Companies (Cap32) of the Laws of Hong Kong as amended from time to time “Completion” completion of the Acquisition Agreement 1 DEFINITIONS “Consideration Shares” an aggregate of 246,785,579 new Shares (subject to adjustment) to be issued under the Acquisition Agreement “Director(s)” the director(s) of the Company from time to time “EGM” the extraordinary general meeting of the Company to be held to consider and, if thought fit, approve the resolution(s) in respect of the Acquisition “Group” the Company and its subsidiaries ”Haitong” Haitong International Capital Limited, a corporation licensed to carry on type 6 regulated activity under the SFO and the independent financial adviser appointed to advise the Independent Board Committee and the Independent Shareholders in respect of Acquisition “Hong Kong” Hong Kong Special Administrative Region of the PRC “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Independent Board Committee” an independent committee of the board of directors of the Company established for the purpose of advising the Independent Shareholders in respect of the Acquisition “Independent Shareholder(s)” Shareholders other than Assure Win, Mr. Wang, Mr. Cheng, Kentrise and their respective associates “Kentrise” Kentrise Company Inc., a company incorporated under the laws of the British Virgin Islands and is beneficially wholly owned by Mr. Cheng “Latest Practicable Date” 23 November, 2010, being the last practicable date for ascertaining certain information included in this circular “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “Minority Interests” the 28.26% equity interest in Pan China Land and the 30% equity interest in Terborley directly held by Assure Win “Mr. Cheng” Mr. Cheng Yang, an ultimate beneficial owner of Assure Win “Mr. Wang” Mr. Wang Tao Guang, a director and an ultimate beneficial owner of Assure Win 2 DEFINITIONS “Pan China Land” Pan China Land (Holdings) Corporation, a company incorporated under the laws of the Cayman Islands and an indirect 70% owned subsidiary of the Company as at the Latest Practicable Date “Pan China Land Group” Pan China Land and its subsidiaries “PRC” People’s Republic of China “RMB” Renminbi, the lawful currency of the PRC “SFO” the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong “Share(s)” ordinary share(s) of HK$0.01 each in the capital of the Company “Shareholder(s)” holder(s) of the Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “Terborley” Terborley Limited, a company incorporated under the laws of the British Virgin Islands and an indirect 70% owned subsidiary of the Company as at the Latest Practicable Date “%” per cent. 3 LETTER FROM THE BOARD (incorporated in Hong Kong with limited liability) (Stock Code: 81) Directors: Registered office: App1B(36) Mr. HAO Jian Min1 (Chairman of the Board) Suite 3012, 30th Floor Mr. Billy K YUNG1 (Vice Chairman) One Pacific Place Mr. CHEN Bin (Chief Executive Officer) 88 Queensway Mr. YU Shangyou Hong Kong Mr. XIANG Hong Mr. ZHU Bing Kun 2 Dr. Timpson CHUNG Shui Ming R2.14 Mr. Jeffrey LAM Kin Fung2 Mr. Dantes LO Yiu Ching2 1. Non-executive Director 2. Independent non-executive Director 26 November, 2010 R14A.58(3)(a) R14.60(1) R14.63(1) R.14.63(2)(a) To the Shareholders Dear Sir or Madam, CONNECTED AND MAJOR TRANSACTION IN RELATION TO THE ACQUISITION OF THE 30% EQUITY INTEREST IN A SUBSIDIARY; AND NOTICE OF EXTRAORDINARY GENERAL MEETING INTRODUCTION Reference is made to the announcement dated 2 November, 2010 issued by the Company. On 2 November, 2010, the Company, Assure Win, Mr. Wang, Mr. Cheng and Kentrise entered into the Acquisition
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