RemeGen Co., Ltd. — AGM Information 2008

Mar 28, 2008

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular or as to the action to be taken, you should consult your licensed securities dealer or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Overseas Chinese Town (Asia) Holdings Limited (the “Company”), you should at once hand this circular with the enclosed 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 the transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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OVERSEAS CHINESE TOWN (ASIA) HOLDINGS LIMITED

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 3366)

RENEWAL OF GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES, RETIREMENT OF DIRECTORS AND RE-ELECTION OF RETIRING DIRECTORS, AMENDMENT TO THE ARTICLES OF ASSOCIATION AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of the Company to be held on 25 April 2008 at 11:00 a.m. at Function Room – Cypress, InterContinental Hong Kong, 18 Salisbury Road, Kowloon, Hong Kong is set out on pages 17 to 21 of this circular. Whether or not you are able to attend the annual general meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company’s principal place of business at Suite 3203-3204, Tower 6, The Gateway, Harbour City, Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the annual general meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting, or any adjournment thereof, should you so wish.

28 March 2008

CONTENTS

		Page
DEFINITIONS	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
**LETTER FROM **	THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
APPENDIX I	– EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . .	6
APPENDIX II	– DETAILS OF RETIRING DIRECTORS
	SUBJECT TO RE-ELECTION . . . . . . . . . . . . . . . . . . . .	10
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . .		17

– i –

DEFINITIONS

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

“AGM”	the annual general meeting of the Company to be held on
	25 April 2008 at 11:00 a.m. at Function Room – Cypress,
	InterContinental Hong Kong, 18 Salisbury Road,
	Kowloon, Hong Kong;
“AGM Notice”	the notice convening the AGM set out on pages 17 to 21
	of this circular;
“Articles”	the articles of association of the Company;
“associates”	has the same meaning as defined in the Listing Rules;
“Board”	the board of Directors;
“BVI”	British Virgin Islands;
“Company”	Overseas Chinese Town (Asia) Holdings Limited, a
	company incorporated in the Cayman Islands with
	limited liability and the shares of which are listed on the
	Stock Exchange;
“connected person”	has the same meaning as defined in the Listing Rules;
“Directors”	the directors 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”	a general and unconditional mandate proposed to be
	granted to the Directors to exercise all powers of the
	Company to allot and issue Shares set out as resolution
	no. 5 in the AGM Notice;
“Latest Practicable Date”	25 March 2008, being the latest practicable date prior to
	the printing of this circular for ascertaining certain
	information for inclusion in this circular;
“Listing Rules”	the Rules Governing the Listing of Securities on the
	Stock Exchange;

– 1 –

	DEFINITIONS
“PRC”	People’s Republic of China;
“Repurchase Mandate”	a general and unconditional mandate proposed to be
	granted to the Directors to exercise all powers of the
	Company to repurchase Shares set out as resolution no. 6
	in the AGM Notice;
“SFO”	Securities and Futures Ordinance (Chapter 571) of the
	Laws of Hong Kong;
“Share(s)”	ordinary shares of HK$0.10 each in the capital of the
	Company;
“Shareholder(s)”	holder(s) of (a) Share(s);
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“Takeovers Code”	The Hong Kong Code on Takeovers and Mergers; and
“HK$”	Hong Kong dollar, the lawful currency of Hong Kong.

– 2 –

LETTER FROM THE BOARD

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OVERSEAS CHINESE TOWN (ASIA) HOLDINGS LIMITED

(incorporated in the Cayman Islands with limited liability) (Stock Code: 3366)

Executive Directors: Mr. Zheng Fan (Chairman) Mr. Ni Zheng Ms. Xie Mei Mr. Zhou Guangneng

Independent non-executive Directors: Ms. Wong Wai Ling Mr. Chen Xiangdong Mr. Xiao Yongping

Registered Office: Clifton House 75 Fort Street PO Box 1350 GT George Town Grand Cayman Cayman Islands

Head Office and

Principal Place of Business: Suite 3203-3204, Tower 6 The Gateway, Harbour City Canton Road Tsim Sha Tsui Kowloon, Hong Kong

28 March 2008

To the Shareholders

Dear Sir or Madam,

RENEWAL OF GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES, RETIREMENT OF DIRECTORS AND RE-ELECTION OF RETIRING DIRECTORS, AMENDMENT TO THE ARTICLES OF ASSOCIATION AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to: (i) provide you with details of the proposed Issue Mandate and the proposed Repurchase Mandate; (ii) furnish you details of the proposed re-election of retiring Directors; (iii) set out an explanatory statement regarding the Repurchase Mandate; (iv) provide you with details of the proposed amendment to the Articles; and (v) give you notice of the AGM.

– 3 –

LETTER FROM THE BOARD

GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES

The Company’s existing mandate to issue and repurchase Shares was approved by its Shareholders on 26 April 2007. Unless otherwise renewed, the existing mandate to issue and repurchase Shares will lapse at the conclusion of the AGM.

Ordinary resolutions will be proposed at the AGM to grant to the Directors new general mandates:

• (i) to allot, issue and otherwise deal with new Shares with an aggregate nominal amount not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the proposed resolution at the AGM; and

• (ii) to repurchase Shares with an aggregate nominal amount not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the proposed resolution at the AGM.

In addition, a separate ordinary resolution will be proposed at the AGM to add to the Issue Mandate those Shares repurchased by the Company pursuant to the Repurchase Mandate (if granted to the Directors at the AGM).

The Directors have no present intention to exercise the Issue Mandate or the Repurchase Mandate (if granted to the Directors at the AGM).

An explanatory statement containing information regarding the Repurchase Mandate is set out in the Appendix I to this circular.

RE-ELECTION OF RETIRING DIRECTORS

Each of Mr. Zheng Fan, Mr. Ni Zheng, Ms. Xie Mei, Mr. Zhou Guangneng, Ms. Wong Wai Ling, Mr. Chen Xiangdong and Mr. Xiao Yongping will retire from office as Directors by rotation at the AGM. All of them, being eligible, offer themselves for re-election pursuant to article 108(a) of the Articles. Particulars of the Directors proposed to be re-elected at the AGM are set out in Appendix II.

AMENDMENTS TO THE ARTICLES

The Directors propose to amend the existing Articles so that the securities seal of the Company can be printed on certificates for shares or other securities issued by the Company.

ANNUAL GENERAL MEETING

A notice convening the AGM to be held on 25 April 2008 at 11:00 a.m. at Function Room – Cypress, InterContinental Hong Kong, 18 Salisbury Road, Kowloon, Hong Kong is set out on pages 17 to 21 of this circular for the purpose of considering and, if thought fit, passing the resolutions set out therein.

– 4 –

LETTER FROM THE BOARD

You will find enclosed a form of proxy for use at the AGM. Whether or not you are able to attend the AGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company’s principal place of business at Suite 3203-3204, Tower 6, The Gateway, Harbour City, Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong as soon as possible but in any event 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 in person at the AGM, or any adjournment thereof, should you so wish.

PROCEDURES FOR DEMANDING A POLL BY SHAREHOLDERS

Pursuant to Article 72 of the Articles, a resolution put to the vote of a general meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded by: (i) the chairman of such meeting; or (ii) at least two shareholders present in person (or in the case of a shareholder being a corporation, by its duly authorised representative) or by proxy for the time being entitled to vote at the meeting; or (iii) any shareholder or shareholders present in person (or in the case of a shareholder being a corporation, by its duly authorized representative) or by proxy and representing not less than one-tenth of the total voting rights of all the shareholders having the right to vote at the meeting; or (iv) any shareholder or shareholders present in person (or in the case of a shareholder being a corporation, by its duly authorised representative) or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.

Pursuant to Article 73 of the Articles, unless a poll is demanded and the demand is not withdrawn, a declaration by the chairman of the general meeting that a resolution has on a show of hands been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect made in the book containing the minutes of the proceedings of the Company, shall be conclusive evidence of the facts without proof of the number or proportion of the votes recorded for or against the resolution.

RECOMMENDATION

The Directors consider that the granting of the Issue Mandate, the Repurchase Mandate and the extension to the Issue Mandate, the re-election of retiring Directors and the proposed amendment to the Articles are in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend that the Shareholders vote in favour of the relevant resolutions as set out in the AGM Notice at the forthcoming AGM.

By Order of the Board Zheng Fan Chairman

– 5 –

APPENDIX I

EXPLANATORY STATEMENT

This appendix includes an explanatory statement required by the Stock Exchange to be presented to Shareholders concerning the Repurchase Mandate proposed to be granted to the Directors.

1. STOCK EXCHANGE RULES FOR REPURCHASES OF SHARES

The Listing Rules permit companies with a primary listing on the Stock Exchange to repurchase their shares on the Stock Exchange subject to certain restrictions.

The Listing Rules provide that all proposed repurchases of shares by a company with a primary listing on the Stock Exchange must be approved by shareholders in advance by an ordinary resolution in a general meeting, either by way of a general mandate or by a specific approval of a particular transaction and that the shares to be repurchased must be fully paid up.

2. FUNDING AND IMPACT OF REPURCHASES

Any repurchase will be made out of funds which are legally available for the purpose in accordance with the memorandum and articles of association of the Company, the Listing Rules and the applicable laws of the Cayman Islands. As compared with the financial position of the Company as at 31 December 2007 (being the date to which the latest audited accounts of the Company have been made up), the Directors consider that there would not be a material adverse impact on the working capital and on the gearing position of the Company in the event the proposed repurchases were to be carried out in full during the proposed repurchase period.

The Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital of the Company or the gearing position which in the opinion of the Directors are from time to time appropriate for the Company.

3. REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders to have a general authority from the Shareholders to enable the Directors to repurchase Shares on the market. 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 earning per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders.

4. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 246,000,000 Shares.

Subject to the passing of the relevant ordinary resolutions to approve the general mandates to issue and repurchase Shares and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the AGM, the Directors would be authorised to exercise the powers of the Company to repurchase a maximum of 24,600,000 Shares.

– 6 –

EXPLANATORY STATEMENT

APPENDIX I

5. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange to exercise the Repurchase Mandate in accordance with the Listing Rules, the applicable laws of the Cayman Islands and in accordance with the memorandum and articles of association of the Company.

6. EFFECT OF THE TAKEOVERS CODE

If as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. As a result, a shareholder or a group of shareholders acting in concert (as that term is defined in the Takeovers Code), depending on the level of increase of the shareholder’s interest, could 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, the following Shareholders had interests representing 5% or more of the issued share capital of the Company:

		Approximately %	Approximately %
		shareholding
			If
		As at the	Repurchase
		Latest	Mandate is
	Number of	Practicable	exercised in
Name of Shareholder	Shares held	Date	full
Pacific Climax Limited	160,370,000	65.19%	72.43%
Overseas Chinese Town (HK)	160,370,000	65.19%	72.43%
Company Limited (Note 1)
Overseas Chinese Town	160,370,000	65.19%	72.43%
Enterprises Company (Note 2)
Polyfairz Group Limited	15,630,000	6.35%	7.06%
(formerly known as Polyfair
Limited)
Zhang Zhi Lin (Note 3)	15,630,000	6.35%	7.06%
Tang Qin Mei (Note 3)	15,630,000	6.35%	7.06%

Notes:

(1) Overseas Chinese Town (HK) Company Limited is the beneficial owner of all the issued share capital in Pacific Climax Limited and therefore Overseas Chinese Town (HK) Company Limited is deemed, or taken to be interested in the 160,370,000 Shares which are beneficially owned by Pacific Climax Limited for the purposes of the SFO.

– 7 –

APPENDIX I

EXPLANATORY STATEMENT

• (2) Overseas Chinese Town Enterprises Company is the beneficial owner of all the issued share in Overseas Chinese Town (HK) Company Limited (Overseas Chinese Town Enterprises Company holds 454,999,998 shares in Overseas Chinese Town (HK) Company Limited in its own name. Mr. Zheng Fan, an executive Director, and Mr. Guo Yubin hold one share each in Overseas Chinese Town (HK) Company Limited on trust for Overseas Chinese Town Enterprises Company) and which is in turn the beneficial owner of all the issued share capital in Pacific Climax Limited and therefore Overseas Chinese Town Enterprises Company is deemed, or taken to be, interested in the 160,370,000 Shares which are beneficially owned by Pacific Climax Limited for the purposes of the SFO.

• (3) Polyfairz Group Limited (formerly known as Polyfair Limited) is beneficially owned as to 90% by Mr. Zhang Zhi Lin and thus a controlled corporation of Mr. Zhang Zhi Lin, and Mr. Zhang Zhi Lin is deemed, or taken to be, interested in the 15,630,000 shares which are beneficially owned by Polyfairz Group Limited (formerly known as Polyfair Limited) for the purposes of the SFO. Ms. Tang Qin Mei is the wife of Mr. Zhang Zhi Lin. Under the SFO, Ms. Tang Qin Mei is taken to be interested in all the shares in which Mr. Zhang Zhi Lin is interested.

In the event the Directors exercise in full the power to repurchase Shares which is proposed to be granted pursuant to the Repurchase Mandate, the interests of each of the above Shareholders in the Company would be increased to approximately the percentages as set out opposite their respective names in the table above. On the basis of the aforesaid increase of shareholding held by the Shareholders set out above, the Directors are not aware of any consequences of such repurchases of Shares that would result in the Shareholder, or group of Shareholders acting in concert, becoming obliged to make a mandatory offer under Rule 26 of the Takeovers Code if the Repurchase Mandate were exercised in full. Moreover, the Directors do not intend to exercise the power to repurchase Shares to an extent which would render the aforesaid Shareholders or any Shareholder or group of Shareholders obliged to make a mandatory offer under Rule 26 of the Takeovers Code. As the exercise of the Repurchase Mandate in full would result in insufficient public float of the Company, the Directors have no intention to exercise the Repurchase Mandate to such an extent that results in a public shareholding of less than the minimum public float requirement of 25% of the total issued share capital of the Company.

7. DIRECTORS, THEIR ASSOCIATES AND CONNECTED PERSONS

None of the Directors nor, to the best of the knowledge and belief of the Directors, having made all reasonable enquiries, any of their respective associates has any present intention, in the event that the proposed Repurchase Mandate is granted, to sell Shares to the Company. No connected person of the Company has notified the Company that he/she/it has a present intention to sell Shares to the Company nor has he/she/it undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Company is authorised to make repurchases of Shares.

8. SHARE REPURCHASE MADE BY THE COMPANY

No repurchase of Shares has been made by the Company (whether on the Stock Exchange or otherwise) during the six months ended on the Latest Practicable Date.

– 8 –

EXPLANATORY STATEMENT

APPENDIX I

9. SHARE PRICES

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

		Shares
	Highest		Lowest
	HK$		HK$
2007
March	3.64		2.55
April	3.54		2.89
May	3.69		3.00
June	3.75		3.00
July	4.00		3.12
August	4.25		3.20
September	5.40		3.88
October	5.49		4.28
November	5.10		4.00
December	4.25		3.10
2008
January	3.65		2.35
February	2.99		1.54
March (till the Latest Practicable Date)	2.99		2.09

– 9 –

APPENDIX II

DETAILS OF RETIRING DIRECTORS SUBJECT TO RE-ELECTION

Set out below are details of the Directors who will retire at the conclusion of the AGM and will be proposed to be re-elected at the AGM.

Mr. Zheng Fan

Mr. Zheng Fan, aged 52, is the Chairman of the Company and also the chairman of the board of directors of Overseas Chinese Town (HK) Company Limited (“OCT (HK)”), the intermediate holding company of the Company. He had been a director of Shenzhen Huali Packing & Trading Co., Ltd. (“Shenzhen Huali”) from April 2002 to July 2006. Currently, Mr. Zheng is the Vice President of Overseas Chinese Town Enterprises Company (“OCT Group”), the ultimate controlling shareholder of the Company, and a director of Shenzhen Overseas Chinese Town Holding Company, a company whose shares are listed on the Shenzhen Stock Exchange, and Shenzhen OCT East Co. Ltd. Since 1994, Mr. Zheng has held various senior positions at OCT Group and its subsidiaries. Save as disclosed above, Mr. Zheng did not hold any other directorships in any other listed public companies in the last three years.

Mr. Zheng does not have any interest in the Shares within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Zheng does not have any relationship with any directors, senior management, substantial shareholders and controlling shareholders of the Company.

Mr. Zheng did not receive any remuneration from the Group for the year ended 31 December 2007. Mr. Zheng had entered into a service contract with the Company for a term of three years commencing on 2 November 2005 and is subject to retirement by rotation but is eligible for re-election at the annual general meeting of the Company in accordance with the Articles.

Save as disclosed above, the Company considers that in relation to the re-election of Mr. Zheng as a Director, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51(2) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.

– 10 –

APPENDIX II

DETAILS OF RETIRING DIRECTORS SUBJECT TO RE-ELECTION

Mr. Ni Zheng

Mr. Ni Zheng, aged 40, is the Chief Executive Officer of the Company. He has been a director of Shenzhen Huali since 1999. Mr. Ni is a director of all the BVI and Hong Kong incorporated subsidiaries of the Company (except Huali Holdings Company Limited) and the following PRC incorporated subsidiaries of the Company: Shenzhen Huali, Shanghai Huali Packaging Co., Ltd, Huizhou Huali Packaging Co., Ltd (“Huizhou Huali”) and Shenzhen Huayou Packaging Co., Ltd (“Shenzhen Huayou”). Mr. Ni is a director of Pacific Climax Limited, the immediate holding company of the Company, and a director of OCT (HK), the intermediate holding company of the Company. Mr. Ni is also a director of various subsidiaries of OCT (HK), and a director of Chengdu Tianfu OCT Industry Development Co., Ltd, a subsidiary of OCT Group and a company in which the Company indirectly holds 12.25% interest. He had been the deputy general manager and general manager of investment department of OCT Group. Mr. Ni graduated from the department of Applied Physics of Chongqing University and obtained a bachelor’s degree in Science and a master degree in Engineering in 1988 and 1991, respectively. Mr. Ni did not hold any other directorships in any other listed public companies in the last three years.

As at the Latest Practicable Date, Mr. Ni holds a share option to subscribe for 2,000,000 shares. Save as disclosed, Mr. Ni does not have any interest in the Shares within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Ni does not have any relationship with any directors, senior management, substantial shareholders and controlling shareholders of the Company.

Mr. Ni’s annual director emolument is approximately RMB621,000, which is determined based on a variety of factors such as market conditions and his responsibilities. Mr. Ni had entered into a service contract with the Company for a term of three years commencing on 2 November 2005 and is subject to retirement by rotation but is eligible for re-election at the annual general meeting of the Company in accordance with the Articles.

Save as disclosed above, the Company considers that in relation to the re-election of Mr. Ni as a Director, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51(2) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.

– 11 –

APPENDIX II

DETAILS OF RETIRING DIRECTORS SUBJECT TO RE-ELECTION

Ms. Xie Mei

Ms. Xie Mei, aged 40, joined the Group in December 2004. Ms. Xie is a director of all the BVI and Hong Kong incorporated subsidiaries of the Company and the following PRC incorporated subsidiaries of the Company: Shenzhen Huali, Huizhou Huali and Shenzhen Huayou. Ms. Xie has been a vice-supervisor and supervisor of the strategic development department of OCT Group. Ms. Xie is currently a director of InterContinental, Shenzhen, a subsidiary of OCT Group. Ms. Xie graduated from the Department of Electrical Engineering of Xi’an Jiaotong University and obtained a bachelor’s degree in Engineering in 1989. She also obtained a master degree in Economics from the People’s University of the PRC in 1999. Ms. Xie was appointed as a non-executive Director in September 2005 and was re-designated as an executive Director in August 2007. Ms. Xie did not hold any other directorships in any other listed public companies in the last three years.

Ms. Xie does not have any interest in the Shares within the meaning of Part XV of the SFO.

Save as disclosed above, Ms. Xie does not have any relationship with any directors, senior management, substantial shareholders and controlling shareholders of the Company.

Ms. Xie was re-designated from a non-executive Director to an executive Director with effect from 20 August 2007. During the period between 20 August 2007 and 31 December 2007, Ms. Xie’s director emolument comprises a salary of approximately RMB120,000, which is determined based on a variety of factors such as market conditions and her responsibilities. Prior to the re-designation on 20 August 2007, she has not received any remuneration from the Group. Ms. Xie had entered into a service contract with the Company for a term of three years commencing on 2 November 2005 and is subject to retirement by rotation but is eligible for re-election at the annual general meeting of the Company in accordance with the Articles.

Save as disclosed above, the Company considers that in relation to the re-election of Ms. Xie as a Director, there is no information which is discloseable nor is/was she involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51(2) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.

– 12 –

APPENDIX II

DETAILS OF RETIRING DIRECTORS SUBJECT TO RE-ELECTION

Mr. Zhou Guangneng

Mr. Zhou Guangneng, aged 56, has participated in the Group’s management since January 2002. Currently, Mr. Zhou is a director of all the BVI and Hong Kong incorporated subsidiaries of the Company and Zhongshan Huali Packaging Co., Ltd, a PRC incorporated subsidiary of the Company. He is also a director of various subsidiaries of OCT (HK). Mr. Zhou is also the deputy general manager of OCT (HK) and a director of Pacific Climax Limited, the immediate holding company of the Company. Mr. Zhou graduated from the Department of Physics of Nanjing University in 1978, and obtained a master degree in Science in 1982. Mr. Zhou has 20 years of experience in corporate management and has held various senior positions in subsidiaries of Shenzhen Electronics Group Co., Ltd. Mr. Zhou did not hold any other directorships in any other listed public companies in the last three years.

As at the Latest Practicable Date, Mr. Zhou holds a share option to subscribe for 1,700,000 shares. Save as disclosed, Mr. Zhou does not have any interest in the Shares within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Zhou does not have any relationship with any directors, senior management, substantial shareholders and controlling shareholders of the Company.

Mr. Zhou’s annual director emolument is approximately RMB421,500, which is determined based on a variety of factors such as market conditions and his responsibilities. Mr. Zhou had entered into a service contract with the Company for a term of three years commencing on 2 November 2005 and is subject to retirement by rotation but is eligible for re-election at the annual general meeting of the Company in accordance with the Articles.

Save as disclosed above, the Company considers that in relation to the re-election of Mr. Zhou as a Director, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51(2) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.

– 13 –

APPENDIX II

DETAILS OF RETIRING DIRECTORS SUBJECT TO RE-ELECTION

Ms. Wong Wai Ling

Ms. Wong Wai Ling, aged 47, joined the Group in April 2007. She received a bachelor degree of Arts from The University of Hong Kong and a postgraduate diploma in Accounting and Finance from the London School of Economics and Political Science, University of London, in the United Kingdom. Ms. Wong is a fellow member of Hong Kong Institute of Certified Public Accountants and The Association of Chartered Certified Accountants. She has 20 years of rich experience in accounting, taxation and auditing. She had worked for more than seven years in major international accounting firms and major local accounting firms before she set up her own accounting firm in Hong Kong in 1994. Since then, she has been practicing as a Certified Public Accountant. Ms. Wong is also an independent non-executive director of two Hong Kong listed companies – Galaxy Semi-Conductor Holdings Limited and CATIC Shenzhen Holdings Limited. Save as disclosed above, Ms. Wong did not hold any other directorships in any other listed public companies in the last three years.

Ms. Wong does not have any interest in the Shares within the meaning of Part XV of the SFO.

Ms. Wong does not have any relationship with any directors, senior management, substantial shareholders and controlling shareholders of the Company.

Ms. Wong was appointed an independent non-executive Director with effect from 26 April 2007. During the period between 26 April 2007 and 31 December 2007, Ms. Wong’s director emolument comprises a salary of RMB78,000, which is determined based on a variety of factors such as market conditions and her responsibilities. Ms. Wong had entered into a service contract with the Company for a term of one year commencing on 26 April 2007 and is subject to retirement by rotation but is eligible for re-election at the annual general meeting of the Company in accordance with the Articles.

Save as disclosed above, the Company considers that in relation to the re-election of Ms. Wong as a Director, there is no information which is discloseable nor is/was she involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51(2) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.

– 14 –

APPENDIX II

DETAILS OF RETIRING DIRECTORS SUBJECT TO RE-ELECTION

Mr. Chen Xiangdong

Mr. Chen Xiangdong, aged 48, joined the Group in September 2005. Mr. Chen is the general manager of China Printing (Group) Corporation. He joined China National Packaging Corporation in 1988 and has over 20 years of experience in the packaging industry. Mr. Chen graduated from the Department of Automated Control of Northeast China Institute of Heavy Machinery (now known as Yanshan University) and obtained a bachelor’s degree in Engineering in 1983. He also obtained a master degree in Engineering majoring in Industrial Management Engineering at Harbin Institute of Technology in 1986. Mr. Chen did not hold any other directorships in any other listed public companies in the last three years.

Mr. Chen does not have any interest in the Shares within the meaning of Part XV of the SFO.

Mr. Chen does not have any relationship with any directors, senior management, substantial shareholders and controlling shareholders of the Company.

Mr. Chen’s director emolument comprises an annual salary of RMB1. Mr. Chen had entered into a service contract with the Company for a term of one year commencing on 26 April 2007 and is subject to retirement by rotation but is eligible for re-election at the annual general meeting of the Company in accordance with the Articles.

Save as disclosed above, the Company considers that in relation to the re-election of Mr. Chen as a Director, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51(2) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.

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APPENDIX II

DETAILS OF RETIRING DIRECTORS SUBJECT TO RE-ELECTION

Mr. Xiao Yongping

Mr. Xiao Yongping, aged 42, joined the Group in September 2005. He is an arbitrator of China International Economic and Trade Arbitration Commission, and the vice chairman of China International Private Law Association. Mr. Xiao obtained a doctoral degree in Law at Wuhan University in 1993. At present, he is the dean of the Law School of Wuhan University and a professor in the Law Faculty at Northwest University of Political Science & Law. Mr. Xiao did not hold any other directorships in any other listed public companies in the last three years.

Mr. Xiao does not have any interest in the Shares within the meaning of Part XV of the SFO.

Mr. Xiao does not have any relationship with any directors, senior management, substantial shareholders and controlling shareholders of the Company.

Mr. Xiao’s director emolument comprises an annual salary of RMB117,000, which is determined based on a variety of factors such as market conditions and his responsibilities. Mr. Xiao had entered into a service contract with the Company for a term of one year commencing on 26 April 2007 and is subject to retirement by rotation but is eligible for re-election at the annual general meeting of the Company in accordance with the Articles.

Save as disclosed above, the Company considers that in relation to the re-election of Mr. Xiao as a Director, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51(2) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.

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NOTICE OF ANNUAL GENERAL MEETING

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OVERSEAS CHINESE TOWN (ASIA) HOLDINGS LIMITED

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 3366)

NOTICE IS HEREBY GIVEN that an annual general meeting (the “Meeting”) of Overseas Chinese Town (Asia) Holdings Limited (the “Company”) will be held on 25 April 2008 at 11:00 a.m. at Function Room – Cypress, InterContinental Hong Kong, 18 Salisbury Road, Kowloon, Hong Kong for considering and, if thought fit, passing, with or without amendments, the following resolutions as ordinary resolutions and special resolution of the Company respectively:

ORDINARY RESOLUTIONS

1. To receive and consider the audited consolidated accounts and reports of the directors and auditors of the Company and its subsidiaries for the year ended 31 December 2007.

2. To declare a final dividend for the year ended 31 December 2007.

3. To re-appoint KPMG as auditors and to authorise the Board of Directors to fix their remuneration.

4. (a) Mr. Zheng Fan be re-elected as an executive director of the Company and the board of directors of the Company be authorised to fix his remuneration;

5. (b) Mr. Ni Zheng be re-elected as an executive director of the Company and the board of directors of the Company be authorised to fix his remuneration;

6. (c) Ms. Xie Mei be re-elected as an executive director of the Company and the board of directors of the Company be authorised to fix her remuneration;

7. (d) Mr. Zhou Guangneng be re-elected as an executive director of the Company and the board of directors of the Company be authorised to fix his remuneration;

8. (e) Ms. Wong Wai Ling be re-elected as an independent non-executive director of the Company and the board of directors of the Company be authorised to fix her remuneration;

9. (f) Mr. Chen Xiangdong be re-elected as an independent non-executive director of the Company and the board of directors of the Company be authorised to fix his remuneration; and

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NOTICE OF ANNUAL GENERAL MEETING

• (g) Mr. Xiao Yongping be re-elected as an independent non-executive director of the Company and the board of directors of the Company be authorised to fix his remuneration.

• “ THAT :

• (A) subject to paragraph (C) of this resolution 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 and options (including warrants, bonds and debentures convertible into shares of the Company) which might require the exercise of such powers be and is hereby generally and unconditionally approved;

• (B) the Directors be and are hereby authorised during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which might require the exercise of such powers during or after the end of the Relevant Period;

• (C) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraphs (A) and (B) of this resolution above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) the exercise of any options granted under the share option scheme adopted by the Company or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to subscribe for shares in the Company; or (iii) any scrip dividend scheme or similar arrangement providing for the allotment of shares in the Company in lieu of the whole or part of a dividend in accordance with the articles of association of the Company from time to time, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue at the time of passing this resolution and the said approval shall be limited accordingly; and

• (D) for the purposes of this resolution:

“Relevant Period” means the period from the time of the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the laws of the Cayman Islands or the Company’s Articles to be held; or

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NOTICE OF ANNUAL GENERAL MEETING

• (iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.

“Rights Issue” means an offer of shares open for a period fixed by the Directors to holders of shares on the register of members 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 restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange).”

1. “ THAT :

2. (A) subject to paragraph (C) of this resolution below, the exercise by the directors of the Company (the “Directors”) during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase issued shares in the capital of the Company on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, and that the exercise by the Directors of all powers of the Company to repurchase such shares are subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange, be and is hereby, generally and unconditionally approved;

3. (B) the approval in paragraph (A) of this resolution above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period to procure the Company to repurchase its shares at a price determined by the Directors;

4. (C) the aggregate nominal amount of share capital of the Company repurchased or agreed conditionally or unconditionally to be repurchased by the Company pursuant to the approval in paragraph (A) of this resolution above during the Relevant Period shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the time of passing this resolution and the said approval shall be limited accordingly; and

5. (D) for the purposes of this resolution:

“Relevant Period” means the period from the time of the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the laws of the Cayman Islands or the Company’s articles of association to be held; or

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NOTICE OF ANNUAL GENERAL MEETING

• (iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.”

• “ THAT conditional upon the passing of Resolution Nos. 5 and 6 as set out in this notice convening the Meeting of which this Resolution forms part (“this Notice”), the general mandate granted to the directors of the Company pursuant to Resolution No. 5 as set out in this Notice be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of share capital of the Company repurchased by the Company under the authority granted pursuant to Resolution No. 6 as set out in this Notice, provided that such amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this Resolution.”

SPECIAL RESOLUTION

1. “ THAT the following amendments to the articles of association of the Company be and are hereby approved:

2. (a) by inserting the following definition immediately after the existing definition of “Secretary” in Article 1(b):

““Securities Seal” means a seal for use for sealing certificates for shares or other securities issued by the Company which is a facsimile of the Seal of the Company with the addition on its face of the words “Securities Seal””;

• (b) by inserting the following provision immediately after the existing Article 147(b):

“(c) The Company may have a Securities Seal for use for sealing certificates for Shares or other securities issued by the Company and no signature of any Director, officer or other person and no mechanical reproduction thereof shall be required on any such certificates or other document and any such certificates or other document to which such Securities Seal is affixed shall be valid and deemed to have been sealed and executed with the authority of the Board notwithstanding the absence of any such signature or mechanical reproduction as aforesaid. The Board may by resolution determine that the affixation of Securities Seal on certificates for Shares or other securities issued by the Company be dispensed with or be affixed by printing the image of the Securities Seal on such certificates.”

By Order of the Board

Fong Fuk Wai Company Secretary

Hong Kong, 28 March 2008

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. Any member of the Company entitled to attend and vote at the Meeting shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the Meeting. A proxy need not be a member of the Company. On a poll, votes may be given either personally or by proxy.

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

3. To be valid, 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 to the principal place of business of the Company at Suite 3203-3204, Tower 6, The Gateway, Harbour City, Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.

4. No instrument appointing a proxy shall be valid after expiration of 12 months from the date named in it as the date of its execution, except at an adjourned meeting or on a poll demanded at the Meeting or any adjournment thereof in cases where the Meeting was originally held within 12 months from such date.

5. Where there are joint holders of any shares, any one of such joint holder may vote at the Meeting, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the Meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose, seniority shall be determined by the order in which the names stand in the Register of Members of the Company in respect of the joint holding.

6. Completion and delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the Meeting if the member so wish and in such event, the instrument appointing a proxy should be deemed to be revoked.

7. An explanatory statement containing the information necessary to enable the members to make an informed decision as to whether to vote for or against Ordinary Resolution 6 as set out in this notice is enclosed in this circular.

8. The transfer books and Register of Members of the Company will be closed from 23 April 2008 to 25 April 2008, both days inclusive. During such period, no share transfers will be effected. In order to qualify for the proposed final dividend and attending the Meeting, all transfer documents, accompanied by the relevant share certificates, must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited whose share registration public offices are located at Shops 1712-16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration no later than 4:30 p.m. on 22 April 2008.

9. Concerning agenda item 4 above, Mr. Zheng Fan, Mr. Ni Zheng, Ms. Xie Mei, Mr. Zhou Guangneng, Ms. Wong Wai Ling, Mr. Chen Xiangdong and Mr. Xiao Yongping shall retire by rotation and, being eligible, offer themselves for re-election. The biographical details and interests in the securities of the Company (if any) of the above Directors are set out in this circular.

10. A form of proxy for use at the Meeting is enclosed.

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