(1) Proposed general mandates to issue shares and buy back shares, (2) proposed dividend, (3) re-election of retiring directors and (4) notice of annual general meeting

PRECAUTIONARY MEASURES FOR THE AGM

To safeguard the health and safety of the Shareholders and to prevent the spreading of the COVID-19 pandemic, the following precautionary measures will be implemented at the AGM:

1. Compulsory temperature screening/checks will be carried out on every attendee at the entrance of the AGM venue.
2. Every attendee will be required to wear a surgical face mask throughout the AGM and sit at a distance from other attendees.

Attendees are requested to observe and practise good personal hygiene at all times at the AGM venue.

To the extent permitted under law, the Company reserves the right to deny entry into the AGM venue or require any person to leave the AGM venue so as to ensure the health and safety of the attendees at the AGM.

For the health and safety of the Shareholders, the Company would like to encourage the Shareholders to exercise their right to vote at the AGM by appointing the Chairman of the AGM as their proxy instead of attending the AGM in person. Completion and return of the form of proxy will not preclude the Shareholders from attending and voting in person at the AGM or any adjournment thereof should they so wish.

Due to the constantly evolving COVID-19 pandemic situation, the Company may be required to change the AGM arrangements when at appropriate. Shareholders should check the Company's website and/or the Stock Exchange's website for future announcements and updates on the AGM arrangements.

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DEFINITIONS

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

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LETTER FROM THE BOARD

1. PROPOSED GENERAL MANDATES TO ISSUE SHARES AND BUY BACK SHARES,
2. 1. 1. PROPOSED DIVIDEND,
   2. RE-ELECTIONOF RETIRING DIRECTORS AND
   3. 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:

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

Sino-Ocean Service Holding Limited

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LETTER FROM THE BOARD

1. grant to the Directors the Buy-back Mandate to buy back Shares as set out in the AGM Notice as the ordinary resolution item 5(B);
2. declaration of a final dividend for the year ended 31 December 2020; and
3. re-electionof the retiring Directors.

ISSUE MANDATE AND BUY-BACK MANDATE

Pursuant to the written resolutions passed by the then Shareholders on 25 November 2020, general mandates were granted to the Directors to exercise all powers of the Company, inter alia, (i) to allot, issue and deal with Shares not exceeding 20% of the number of Shares in issue as at the Listing Date and the number of Shares (up to a maximum of 10% of the then issued Shares) bought back by the Company, and (ii) to buy back Shares not exceeding 10% of the number of Shares in issue as at the Listing Date.

These general mandates will expire at the conclusion of the AGM. Ordinary resolutions will 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 bought back by the Company under the Buy-back Mandate, as set out as the 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 was 1,184,000,000. Subject to the passing of the ordinary resolution approving the Issue Mandate and on the basis that no further Shares are issued or bought back 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 236,800,000 Shares (subject to adjustment in the case of subdivision and consolidation of Shares).

An ordinary resolution will also be proposed at the AGM to grant the Buy-back Mandate to the Directors to exercise the powers of the Company to buy back, 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 Buy-back Mandate, is set out in Appendix I to this circular.

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LETTER FROM THE BOARD

PROPOSED DIVIDEND

On 19 March 2021, the Board announced the final results of the Group for the year ended 31 December 2020 and resolved to recommend at the AGM the payment of the 2020 Final Dividend of RMB0.055 per Share (equivalent to HKD0.066 per Share, rounded to the nearest three decimal places) for the year ended 31 December 2020 to the Shareholders whose names appeared on the register of members of the Company on the Record Date. The 2020 Final Dividend will be paid in cash. To qualify for the 2020 Final Dividend, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company's Hong Kong share registrar, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on Friday, 28 May 2021.

RE-ELECTION OF RETIRING DIRECTORS

As at the Latest Practicable Date, Mr. Yang Deyong and Ms. Zhu Geying were the executive Directors; Mr. Cui Hongjie and Mr. Zhu Xiaoxing were the non-executive Directors; and Dr. Guo Jie, Dr. Xue Jun and Mr. Zhu Lin were the independent non-executive Directors.

In accordance with Article 86(4) of the Articles of Association, each of Mr. Yang Deyong, Ms. Zhu Geying, Mr. Cui Hongjie, Dr. Guo Jie, Dr. Xue Jun and Mr. Zhu Lin, being appointed by the Board to fill a vacancy or as an addition to the Board, will retire and, being eligible, will offer himself/herself for re-election at the AGM.

In accordance with Article 87 of the Articles of Association, Mr. Zhu Xiaoxing, being appointed by the then Shareholder as a first Director, will also retire by rotation and, being eligible, will offer himself for re-election at the AGM.

The Nomination Committee of the Company (the "Nomination Committee"), having reviewed the structure and composition of the Board and the confirmation of independence provided by each of Dr. Guo Jie, Dr. Xue Jun and Mr. Zhu Lin pursuant to rule 3.13 of the Listing Rules, nominated each of Dr. Guo Jie, Dr. Xue Jun and Mr. Zhu Lin to the Board for it to recommend to Shareholders for re-election as an independent non-executive Director at the AGM. The nomination was made in accordance with the nomination policy of the Company and the objective criteria (including without limitation, gender, age, cultural and educational background, professional experience, skills, knowledge and length of service), with due regard for the benefits of diversity, as set out under the board diversity policy of the Company. The Nomination Committee had also taken into account the qualification, working profile and the extensive experience of each of Dr. Guo Jie, Dr. Xue Jun and Mr. Zhu Lin as set out in Appendix II to this circular, their contributions to the Board and their commitment to their roles and it was satisfied with their independence having regard to the independence criteria as set out in rule 3.13 of the Listing Rules.

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LETTER FROM THE BOARD

In view of the above, the Nomination Committee considers that each of Dr. Guo Jie, Dr. Xue Jun and Mr. Zhu Lin will continue to bring valuable business experience, knowledge and professionalism to the Board in the areas of economics, legal and compliance and accounting and financial consulting respectively, for its efficient and effective functioning and diversity. The Board accepted the Nomination Committee's nomination and recommended each of Dr. Guo Jie, Dr. Xue Jun and Mr. Zhu Lin to stand for re-election as an independent non-executive Director by Shareholders at the AGM. The Board is satisfied that each of Dr. Guo Jie, Dr. Xue Jun and Mr. Zhu Lin has the required character, integrity and experience to continue fulfilling the role of an independent non-executive Director and consider all of them to be independent.

Given the extensive knowledge and experience of each of Mr. Yang Deyong, Ms. Zhu Geying, Mr. Cui Hongjie, Mr. Zhu Xiaoxing, Dr. Guo Jie, Dr. Xue Jun and Mr. Zhu Lin (as set out in Appendix II to this circular), the Nomination Committee and the Board believe that their re-elections as Directors are in the best interests of the Company and the Shareholders, and therefore recommend the Shareholders to re-elect each of Mr. Yang Deyong, Ms. Zhu Geying, Mr. Cui Hongjie, Mr. Zhu Xiaoxing, Dr. Guo Jie, Dr. Xue Jun and Mr. Zhu Lin as a Director. Separate resolutions will be proposed for their re-elections at the AGM.

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 Thursday, 20 May 2021 to Tuesday, 25 May 2021 (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 Hong Kong share registrar, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on Tuesday, 18 May 2021.

THE AGM

A notice convening the AGM to be held on Tuesday, 25 May 2021 at 9:30 a.m. at Meeting Room, 31st Floor, Tower A, Ocean International Center, 56 Dongsihuanzhonglu, Chaoyang District, Beijing, PRC is set out on pages 18 to 21 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 Hong Kong share registrar, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for holding the AGM (i.e., not later than 9:30 a.m. on Sunday, 23 May 2021 (Hong Kong Time)), 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 if you so wish.

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LETTER FROM THE BOARD

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 of the meeting shall, subject to the Articles of Association, be entitled to casting vote in addition to any other vote he may have.

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, none of the Shareholders is required to abstain from voting under the Listing Rules on the relevant resolutions to be proposed at the AGM.

RECOMMENDATION

The Directors consider that the proposals for grant of the Issue Mandate (and the extension thereto as described in the ordinary resolution item 5(C) set out in the AGM Notice contained in this circular) and the Buy-back Mandate, the 2020 Final 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 Service Holding Limited

Yang Deyong

Joint Chairman

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APPENDIX I EXPLANATORY STATEMENT ON BUY-BACK 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 Buy-back Resolution.

SHARES IN ISSUE

As at the Latest Practicable Date, the number of Shares in issue was 1,184,000,000.

Subject to the passing of the Buy-back Resolution at the AGM and on the basis that no further Shares are issued or bought back following the Latest Practicable Date and up to the AGM Date, exercise in full of the Buy-back Mandate could accordingly result in up to 118,400,000 Shares, representing 10% of the number of Shares in issue (subject to adjustment in the case of subdivision and consolidation of Shares), being bought back 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 Buy-back Mandate, whichever occurs first.

REASONS FOR BUY-BACK

The Directors believe that the Buy-back 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 is appropriate to buy back 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 buy-backs 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 BUY-BACK

In buy-back of any Shares, the Company may only apply funds legally available for such purpose in accordance with its Articles of Association, the applicable laws of the Cayman Islands and the Listing Rules. Share buy-backs pursuant to the Buy-back Mandate will be made out of funds legally permitted to be utilised in this connection, including the funds from the distribution profits of the Company and/or the proceeds of a new issue of Shares made for the purpose of the buy-back to such extent allowable under the applicable laws of the Cayman Islands.

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 2020, the date to which the most recent audited accounts of the Company were made up) in the event that buy-backs of Shares under the Buy-back Mandate were to be carried out in full during the period of the Buy-back Mandate. The Directors do not propose to exercise the Buy-back 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.

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APPENDIX I EXPLANATORY STATEMENT ON BUY-BACK MANDATE

SHARE PRICES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange from the Listing Date to the Latest Practicable Date were as follows:

DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE 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 Buy-back Mandate is approved by the Shareholders, to sell any Shares to the Company under the Buy-back 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 Buy-back 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 buy-backs pursuant to the Buy-back Resolution passed by the Shareholders and in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

SHARE BUY-BACK BY THE COMPANY

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

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APPENDIX I EXPLANATORY STATEMENT ON BUY-BACK MANDATE

TAKEOVERS CODE AND PUBLIC FLOAT

If as a result of buy-back(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, Sino-Ocean Group Holding Limited ("Sino-Ocean", together with its subsidiaries, the "Sino-Ocean Group"), through Shine Wind Development Limited, indirectly held 800,000,000 Shares, representing approximately 67.57% of the total number of Shares in issue. In the event that the Directors exercise in full the power to buy back Shares in accordance with the Buy-back Mandate, the shareholding of Sino-Ocean would be increased to approximately 75.08% of the total number of Shares in issue (subject to adjustment in the case of subdivision and consolidation of Shares). On this basis, the Directors are not aware of any consequences which may arise under the Takeovers Code as a consequence of any buy-backs to be made under the Buy-back Mandate.

The Directors will use their best endeavours to ensure that the Buy-back Mandate will not be exercised to the extent that the percentage of total issued Shares held in public hands would fall below the minimum percentage prescribed by the Stock Exchange. The Directors have no intention to exercise the Buy-back Mandate which may result in possible mandatory offer being made under the Takeovers Code or the public float of the Company falling below the minimum percentage prescribed by the Stock Exchange.

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APPENDIX II DETAILS OF THE DIRECTORS TO BE RE-ELECTED

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

BIOGRAPHICAL INFORMATION

Executive Directors

Mr. YANG Deyong (楊德勇)

Mr. Yang Deyong (楊德勇), aged 47, is the joint chairman, executive Director, chief executive officer, chairman of the nomination committee and member of the remuneration committee of the Company. He is also a director of certain subsidiaries of the Company. Mr. Yang joined Sino-Ocean, the controlling shareholder of the Company and the shares of which are listed on the Stock Exchange, in April 2007 and served successively as general manager of Sino-Ocean Property Development (Zhongshan) Co., Ltd., general manager of customer services division, assistant to the president and vice president of Sino-Ocean Group and other positions. Mr. Yang joined Ocean Homeplus Property Service Corporation Limited ("Ocean Homeplus") in August 2015 and served successively as a director, chairman and general manager and other positions. Mr. Yang has extensive experience in corporate governance, business development and management. Mr. Yang graduated from Renmin University of China with a bachelor's degree in economics in 1995; graduated from Sun Yat-sen University with a master's degree in business administration in 2004; and graduated from China Europe International Business School with an EMBA degree in 2015.

As at the Latest Practicable Date, Mr. Yang was beneficially interested in 118,777 shares of Sino-Ocean (the "Sino-Ocean Shares"). And under the share option scheme of Sino-Ocean, Mr. Yang was beneficially interested in share options of Sino-Ocean to subscribe for 2,000,000 Sino-Ocean Shares at an exercise price of HKD4.70 per Sino-Ocean Share.

Mr. Yang has entered into a service contract with the Company for an initial fixed term of three years commencing on 25 November 2020. The appointment of Mr. Yang as an executive Director is subject to retirement from office and re-election at the next annual general meeting of the Company in accordance with the Articles of Association. Mr. Yang is currently entitled to a remuneration comprising an annual salary of RMB1,620,000, which was determined by the Board with reference to his experience, qualifications, responsibilities involved in the Company and the prevailing market conditions, and a discretionary bonus to be determined by the Company having regard to the operating results of the Group. The amount of emoluments paid for the year of 2020 to Mr. Yang is set out in note 38 to the consolidated financial statements contained in the 2020 annual report of the Company.

Save as disclosed above, as at the Latest Practicable Date, (i) Mr. Yang did not have any other relationship with any Directors, senior management or substantial or controlling shareholders of the Company; (ii) he did not have any other interest in the Shares within the meaning of Part XV of the SFO; (iii) he did not hold any other directorships in public

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APPENDIX II DETAILS OF THE DIRECTORS TO BE RE-ELECTED

companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years, nor does he hold any other major appointments or professional qualifications; and (iv) he did not hold any other positions with other members of the Group.

Save as disclosed above, Mr. Yang 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.

Ms. ZHU Geying (朱葛穎)

Ms. Zhu Geying (朱葛穎), aged 47, is an executive Director and chief financial officer of the Company. She is also a director of certain subsidiaries of the Company. Ms. Zhu joined Sino-Ocean Group in July 2001 and served as the project finance manager and the chief financial officer of the enterprise division of Sino-Ocean Group; she joined Ocean Homeplus in October 2016, and was appointed as a director in February 2018 and the chief financial officer in April 2019. Ms. Zhu has over 24 years of financial management experience. Ms. Zhu graduated from the Capital University of Economics and Business with a bachelor's degree in economics in 1996. In July 2010, she was qualified as a senior accountant in the PRC.

As at the Latest Practicable Date, Ms. Zhu was beneficially interested in 38,531 Sino-Ocean Shares.

Ms. Zhu has entered into a service contract with the Company for an initial fixed term of three years commencing on 25 November 2020. The appointment of Ms. Zhu as an executive Director is subject to retirement from office and re-election at the next annual general meeting of the Company in accordance with the Articles of Association. Ms. Zhu is currently entitled to a remuneration comprising an annual salary of RMB900,000, which was determined by the Board with reference to her experience, qualifications, responsibilities involved in the Company and the prevailing market conditions, and a discretionary bonus to be determined by the Company having regard to the operating results of the Group. The amount of emoluments paid for the year of 2020 to Ms. Zhu is set out in note 38 to the consolidated financial statements contained in the 2020 annual report of the Company.

Save as disclosed above, as at the Latest Practicable Date, (i) Ms. Zhu did not have any other relationship with any Directors, senior management or substantial or controlling shareholders of the Company; (ii) she did not have any other interest in the Shares within the meaning of Part XV of the SFO; (iii) she 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, nor does she hold any other major appointments or professional qualifications; and (iv) she did not hold any other positions with other members of the Group.

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APPENDIX II DETAILS OF THE DIRECTORS TO BE RE-ELECTED

Save as disclosed above, Ms. Zhu 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.

Non-executive Directors

Mr. CUI Hongjie (崔洪杰)

Mr. Cui Hongjie (崔洪杰), aged 48, joined the Board in September 2020 and is the joint chairman, non-executive Director, member of the audit committee and nomination committee of the Company. Mr. Cui joined Sino-Ocean Group in August 1996 and is serving as an executive director, executive president, and general manager of the product construction centre of Sino-Ocean. Mr. Cui previously served as general manager of the costing and engineering department, general manager of technology and cost department, assistant to CEO and vice president of Sino-Ocean Group. Mr. Cui has extensive experience in operation and development of real estate, product creation and management. Mr. Cui graduated from Beijing University of Technology with a bachelor's degree in engineering in 1996 and a master's degree in engineering in 2001. Mr. Cui is a member of the Royal Institution of Chartered Surveyors, a national registered first-class constructor and a senior engineer.

As at the Latest Practicable Date, Mr. Cui was beneficially interested in 369,571 Sino-Ocean Shares and under the share option scheme of Sino-Ocean, Mr. Cui was beneficially interested in share options of Sino-Ocean to subscribe for 2,000,000 Sino-Ocean Shares at an exercise price of HKD4.70 per Sino-Ocean Share.

Pursuant to his letter of appointment, Mr. Cui is appointed for an initial fixed term of one year commencing on 25 November 2020, subject to retirement from office and re-election at the next annual general meeting of the Company in accordance with the Articles of Association. Mr. Cui has agreed to waive his director's fee for the year ended 31 December 2020.

Save as disclosed above, as at the Latest Practicable Date, (i) Mr. Cui did not have any other relationship with any Directors, senior management or substantial or controlling shareholders of the Company; (ii) he did not have any other interest in the Shares within the meaning of Part XV of the SFO; (iii) he 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, nor does he hold any other major appointments or professional qualifications; and (iv) he did not hold any other positions with other members of the Group.

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APPENDIX II DETAILS OF THE DIRECTORS TO BE RE-ELECTED

Save as disclosed above, Mr. Cui 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.

Mr. ZHU Xiaoxing (朱曉星)

Mr. Zhu Xiaoxing (朱曉星), aged 38, joined the Board in April 2020 and is serving as the vice chairman, non-executive Director and member of the audit committee of the Company. He is also a director of certain subsidiaries of the Company. Mr. Zhu joined Sino-Ocean Group in 2008 and is serving as the general manager of the investment and finance business center of Sino-Ocean Group. Mr. Zhu had previously served as deputy general manager of the capital operation department, and as general manager of the office of CEO affairs of Sino-Ocean Group. Mr. Zhu has over 10 years of experience in property investment, financing and business management. Mr. Zhu graduated from Southwest University of Political Science & Law with a bachelor's degree in management in 2005; and graduated from Peking University with a master's degree in law in 2008. Mr. Zhu was admitted to practice law in the PRC in 2006 and was admitted in the PRC to practice as a certified public accountant in 2009.

As at the Latest Practicable Date, Mr. Zhu was beneficially interested in 249 Sino-Ocean Shares and under the share option scheme of Sino-Ocean, Mr. Zhu was beneficially interested in share options of Sino-Ocean to subscribe for 1,500,000 Sino-Ocean Shares at an exercise price of HKD4.70 per Sino-Ocean Share.

Pursuant to his letter of appointment, Mr. Zhu is appointed for an initial fixed term of one year commencing on 25 November 2020, subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. Mr. Zhu has agreed to waive his director's fee for the year ended 31 December 2020.

Save as disclosed above, as at the Latest Practicable Date, (i) Mr. Zhu did not have any other relationship with any Directors, senior management or substantial or controlling shareholders of the Company; (ii) he did not have any other interest in the Shares within the meaning of Part XV of the SFO; (iii) he 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, nor does he hold any other major appointments or professional qualifications; and (iv) he did not hold any other positions with other members of the Group.

Save as disclosed above, Mr. Zhu 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.

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APPENDIX II DETAILS OF THE DIRECTORS TO BE RE-ELECTED

Independent Non-executive Directors

Dr. GUO Jie (郭杰)

Dr. Guo Jie (郭杰), aged 56, joined the Board in November 2020 and is serving as an independent non-executive Director, member of the audit committee, remuneration committee and nomination committee of the Company. Since May 1997, Dr. Guo has worked in the school of economics of Renmin University of China, and is currently a professor and a doctoral advisor in the school of economics, engaged in teaching and research. Dr. Guo graduated from Renmin University of China with a master's degree in economics in 1996 and a doctorate in economics in 2004.

As at the Latest Practicable Date, Dr. Guo did not have any interest in Shares within the meaning of Part XV of the SFO.

Pursuant to his letter of appointment, Dr. Guo is appointed for an initial fixed term of one year commencing on 25 November 2020, subject to retirement from office and re-election at the next annual general meeting of the Company in accordance with the Articles of Association. Dr. Guo is currently entitled to receive a director's fee of RMB250,000 per annum, which was determined by the Board with reference to his experience, qualifications, responsibilities involved in the Company and the prevailing market conditions. The amount of emoluments paid for the year of 2020 to Dr. Guo is set out in note 38 to the consolidated financial statements contained in the 2020 annual report of the Company.

Save as disclosed above, as at the Latest Practicable Date, (i) Dr. Guo did not have any other relationship with any Directors, senior management or substantial or controlling shareholders of the Company; (ii) he 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, nor does he hold any other major appointments or professional qualifications; and (iii) he did not hold any other positions with other members of the Group.

Save as disclosed above, Dr. Guo 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.

Dr. XUE Jun (薛軍)

Dr. Xue Jun (薛軍), aged 46, joined the Board in November 2020 and is serving as an independent non-executive Director, chairman of the remuneration committee, member of the audit committee and nomination committee of the Company. Since August 2005, Dr. Xue has been working at Peking University in their law school, and is currently a professor of their law school. Since February 2015, Dr. Xue has been listed on the panel of arbitrators of the Beijing Arbitration Commission. In September 2018, he was appointed as the director of Peking University's law research center on e-commerce. Dr. Xue graduated from Zhongnan University of Economics and Law (previously known as Zhongnan University of Political Science and Law) with a bachelor's degree in law in 1996 and a master's degree in civil and commercial law in 2000; and graduated from University of Rome II (Università degli Studi di Roma Tor Vergata) with a doctorate in Roman law in 2005.

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APPENDIX II DETAILS OF THE DIRECTORS TO BE RE-ELECTED

As at the Latest Practicable Date, Dr. Xue did not have any interest in Shares within the meaning of Part XV of the SFO.

Pursuant to his letter of appointment, Dr. Xue is appointed for an initial fixed term of one year commencing on 25 November 2020, subject to retirement from office and re-election at the next annual general meeting of the Company in accordance with the Articles of Association. Dr. Xue is currently entitled to receive a director's fee of RMB250,000 per annum, which was determined by the Board with reference to his experience, qualifications, responsibilities involved in the Company and the prevailing market conditions. The amount of emoluments paid for the year of 2020 to Dr. Xue is set out in note 38 to the consolidated financial statements contained in the 2020 annual report of the Company.

Save as disclosed above, as at the Latest Practicable Date, (i) Dr. Xue did not have any other relationship with any Directors, senior management or substantial or controlling shareholders of the Company; (ii) he 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, nor does he hold any other major appointments or professional qualifications; and (iii) he did not hold any other positions with other members of the Group.

Save as disclosed above, Dr. Xue 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.

Mr. ZHU Lin (朱霖)

Mr. Zhu Lin (朱霖) (formerly known as Zhu Xiaolin (朱小林)), aged 47, joined the Board in November 2020 and is serving as an independent non-executive Director, chairman of the audit committee and member of the nomination committee of the Company. Mr. Zhu has extensive experience in accounting and financial consulting. Mr. Zhu served as a senior manager at the mergers and acquisitions department of PricewaterhouseCoopers Consulting (Shenzhen) Co., Ltd. (Beijing Branch) and is currently a partner of Beijing Legendhouse CPAs. Mr. Zhu is currently an independent non-executive director of each of Tsaker Chemical Group Limited and Archosaur Games Inc., which are companies listed on the Stock Exchange, a director of Jiangsu Changshu Automotive Trim Group Co., Ltd., a company listed on the Shanghai Stock Exchange, an independent director of Sinostar Cable Co., Ltd., a company listed on the Shenzhen Stock Exchange, and a director of Beijing Chexun Internet Co., Ltd., a company listed on the National Equities Exchange and Quotation (NEEQ). Mr. Zhu graduated from the Central University of Finance and Economics with a bachelor's degree in economics in 1995. Mr. Zhu is a member of the Chinese Institute of Certified Public Accountants.

As at the Latest Practicable Date, Mr. Zhu did not have any interest in Shares within the meaning of Part XV of the SFO.

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APPENDIX II DETAILS OF THE DIRECTORS TO BE RE-ELECTED

Pursuant to his letter of appointment, Mr. Zhu is appointed for an initial fixed term of one year commencing on 25 November 2020, subject to retirement from office and re-election at the next annual general meeting of the Company in accordance with the Articles of Association. Mr. Zhu is currently entitled to receive a director's fee of RMB250,000 per annum, which was determined by the Board with reference to his experience, qualifications, responsibilities involved in the Company and the prevailing market conditions. The amount of emoluments paid for the year of 2020 to Mr. Zhu is set out in note 38 to the consolidated financial statements contained in the 2020 annual report of the Company.

Save as disclosed above, as at the Latest Practicable Date, (i) Mr. Zhu did not have any other relationship with any Directors, senior management or substantial or controlling shareholders of the Company; (ii) he 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, nor does he hold any other major appointments or professional qualifications; and (iii) he did not hold any other positions with other members of the Group.

Save as disclosed above, Mr. Zhu 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.

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THE AGM NOTICE

NOTICE IS HEREBY GIVEN that the annual general meeting (the "AGM") of Sino- Ocean Service Holding Limited (the "Company") will be held at Meeting Room, 31st Floor, Tower A, Ocean International Center, 56 Dongsihuanzhonglu, Chaoyang District, Beijing, PRC on Tuesday, 25 May 2021 at 9:30 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 2020.
2. To declare a final dividend for the year ended 31 December 2020.
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

5. (A) "THAT

1. subject to paragraph (iii) below, the exercise by the directors of the Company (the "Directors") 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;
2. the approval in paragraph (i) above shall authorise the Directors 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;
3. 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 pursuant to the approval granted in paragraph (i) above, otherwise than pursuant to (a) a Rights Issue (as

Sino-Ocean Service Holding Limited

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THE AGM NOTICE

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 "Articles of Association"), shall not exceed 20% 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

1. 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:
2. 1. the conclusion of the next AGM;
   2. 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
   3. 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 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 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 recognised regulatory body or any stock exchange, in any territory outside Hong Kong)."

1. "THAT
2. 1. subject to paragraph (ii) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all powers of the Company to buy back 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 Buy-backs and the Listing Rules be and is hereby generally and unconditionally approved;

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THE AGM NOTICE

1. 1. the aggregate number of shares of the Company which are authorised to be bought back 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
   2. 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:
   3. 1. the conclusion of the next AGM;
      2. 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
      3. 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."
2. "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 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 bought back or otherwise acquired by the Company pursuant to the authority granted to the Directors under the resolution set out in paragraph 5(B) of the notice convening this meeting, provided that such amount 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)."

By order of the Board

Sino-Ocean Service Holding Limited

Yang Deyong

Joint Chairman

Hong Kong, 22 April 2021

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THE AGM NOTICE

Notes:

1. The register of members of the Company will be closed from Thursday, 20 May 2021 to Tuesday, 25 May 2021 (both days 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 Hong Kong share registrar, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on Tuesday, 18 May 2021.
2. 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 Hong Kong share registrar, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time fixed for holding the AGM (i.e., not later than 9:30 a.m. on Sunday, 23 May 2021 (Hong Kong Time)), or any adjourned meeting. In light of the epidemic situation of COVID-19, shareholders of the Company are encouraged to appoint the chairman of the AGM as his/her proxy to vote on the resolutions, instead of attending the AGM in person.
3. The Board has recommended a final dividend of RMB0.055 per share of the Company in issue (equivalent to HKD0.066 per share, rounded to the nearest three decimal places) for the year ended 31 December 2020 and, if such dividend is approved by the shareholders of the Company by passing the ordinary resolution item 2 above, the final dividend is expected to be paid on or around Thursday, 10 June 2021 to those shareholders whose names are on the Company's register of members on Friday, 28 May 2021. Particulars of the final dividend were set out in the circular of the Company dated 22 April 2021 (the "Circular"). In order to qualify for the 2020 final dividend, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company's Hong Kong share registrar, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on Friday, 28 May 2021.
4. In relation to the proposed ordinary resolution item 3 above, Mr. Yang Deyong, Ms. Zhu Geying, Mr. Cui Hongjie, Mr. Zhu Xiaoxing, Dr. Guo Jie, Dr. Xue Jun and Mr. Zhu Lin will retire from their offices of Directors and, being eligible, will offer themselves for re-election at the AGM. Details of the Directors to be offered for re-election were set out in the Circular.
5. 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 buy back 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.
6. As at the date of this notice, the Board comprises of two executive Directors, namely, Mr. Yang Deyong and Ms. Zhu Geying; two non-executive Directors, namely, Mr. Cui Hongjie and Mr. Zhu Xiaoxing; and three independent non-executive Directors, namely, Dr. Guo Jie, Dr. Xue Jun and Mr. Zhu Lin.

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