RemeGen Co., Ltd. — AGM Information 2017

May 8, 2017

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this supplemental 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 supplemental circular with the enclosed revised 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.

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

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Overseas Chinese Town (Asia) Holdings Limited 華僑城（亞洲）控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 03366)

SUPPLEMENTAL CIRCULAR TO THE CIRCULAR DATED 27 APRIL 2017 IN RELATION TO RE-ELECTION OF DIRECTOR AT THE ANNUAL GENERAL MEETING AND REVISED NOTICE OF ANNUAL GENERAL MEETING

This supplemental circular should be read together with the circular issued by the Company dated 27 April 2017 and the notice convening an annual general meeting of the Company to be held on Friday, 2 June 2017 at 11:00 a.m. at Turquoise, Fuchsia and Ocher Room, 3/F Gateway Hotel, 13 Canton Road, Tsim Sha Tsui, Hong Kong.

Whether or not you are able to attend the annual general meeting, you are requested to complete and return the enclosed revised form of proxy in accordance with the instructions printed thereon to the Company’s principal place of business at Suites 3203-3204, Tower 6, The Gateway, Harbour City, Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong or the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the annual general meeting. Completion and return of the revised form of proxy will revoke and supersede the original proxy form already lodged (if any) , but will not preclude you from attending and voting in person at the annual general meeting, or any adjournment thereof, should you so wish.

9 May 2017

CONTENTS

	Page
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
APPENDIX I – DETAILS OF ADDITIONAL RETIRING DIRECTOR
SUBJECT TO RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
REVISED NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . .	6

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LETTER FROM THE BOARD

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Overseas Chinese Town (Asia) Holdings Limited 華僑城（亞洲）控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 03366)

Executive Directors: Registered Office: Mr. He Haibin (Chairman) Clifton House Ms. Xie Mei (Chief Executive Officer) 75 Fort Street Mr. Lin Kaihua PO Box 1350 GT George Town Non-executive Director: Grand Cayman Mr. Zhang Jing Cayman Islands

Non-executive Director: Mr. Zhang Jing

Independent non-executive Directors: Head Office and Principal Place Mr. Lu Gong of Business: Ms. Wong Wai Ling Suites 3203-3204, Tower 6 Professor Lam Sing Kwong Simon The Gateway, Harbour City Canton Road Tsim Sha Tsui Kowloon, Hong Kong 9 May 2017

To the Shareholders,

Dear Sir or Madam,

SUPPLEMENTAL CIRCULAR TO THE CIRCULAR DATED 27 APRIL 2017 IN RELATION TO RE-ELECTION OF DIRECTOR AT THE ANNUAL GENERAL MEETING AND REVISED NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

This supplemental circular should be read together with the circular of the Company dated 27 April 2017 (the “ Circular ”) which contains, among others, the notice of the AGM dated 27 April 2017 (the “ Original AGM Notice ”) and proxy form (the “ Original Proxy Form ”) of which one of the agenda items is the re-election of retiring Directors of the Company. Unless otherwise defined, capitalised terms used in this supplemental circular shall have the same meanings as those defined in the Circular.

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LETTER FROM THE BOARD

The purpose of this supplemental circular is to: (i) furnish you details of the proposed re-election of an additional retiring Director; and (ii) give you the revised notice of the AGM (the “ Revised AGM Notice ”) and revised Proxy Form (the “ Revised Proxy Form ”) .

PROPOSED RE-ELECTION OF RETIRING DIRECTOR

As disclosed in the announcement of the Company dated 4 May 2017, subsequent to the despatch of the Circular, Mr. Yao Jun (“ Mr. Yao ”) resigned as an executive Director with effect on 4 May 2017 and Mr. He Haibin (“ Mr. He ”) was appointed as an executive Director by the Board with effect from the even date.

Since Mr. Yao has resigned prior to the AGM, the ordinary resolution on the re-election of Mr. Yao as an executive Director as set out in resolution no. 4 of the Original AGM Notice shall be deleted. On the other hand, pursuant to article 112 of the Articles, Mr. He, being eligible, shall offer himself for re-election at the AGM. As such, a resolution in relation to the re-election of Mr. He as an executive Director shall be inserted into the Original AGM Notice. The aforesaid changes to the resolutions to be proposed at the AGM are set out in the Revised AGM Notice and Revised Proxy Form. Particulars of Mr. He are set out in Appendix I to this supplemental circular.

REVISED AGM NOTICE AND REVISED PROXY FORM

Since the Original AGM Notice and Original Proxy Form sent together with the Circular has included the resolution for the re-election of Mr. Yao which should be deleted and has not contained the resolution for the re-election of Mr. He as set out in this supplemental circular, the Revised AGM Notice and the Revised Proxy Form are enclosed with this supplemental circular to reflect such update to the resolutions to be proposed at the AGM.

Whether or not you are able to attend the AGM, you are requested to complete and return the enclosed Revised Proxy Form in accordance with the instructions printed thereon to the Company’s principal place of business (the “ Principal Place of Business ”) at Suites 3203-3204, Tower 6, The Gateway, Harbour City, Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong or the Company’s Hong Kong branch share registrar (the “ Share Registrar ”) , Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the AGM (the “ Closing Time ”) . Completion and return of the Revised Proxy Form will not preclude you from attending and voting in person at the AGM, or any adjournment thereof, should you so wish.

Shareholders who have appointed or intend to appoint proxy to attend the AGM are requested to pay particular attention to the following arrangement in relation to the completion and submission of the Revised Proxy Form:

• (1) A Shareholder who has not yet lodged the Original Proxy Form with the Principal Place of Business or the Share Registrar is requested to lodge the Revised Proxy Form if he/she wishes to appoint proxy to attend, speak and vote at the AGM on his/her behalf. In this case, the Original Proxy Form should not be lodged with the Principal Place of Business or the Share Registrar.

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LETTER FROM THE BOARD

• (2) A Shareholder who has already lodged the Original Proxy Form with the Principal Place of Business or the Share Registrar should note that:

• (i) If no Revised Proxy Form is lodged with the Principal Place of Business or the Share Registrar, the Original Proxy Form, if correctly completed, will be treated as a valid proxy form lodged by him/her. The proxy so appointed by the Shareholder will be entitled to cast the vote at his/her discretion or to abstain from voting on any resolution properly put to the AGM (including, if properly put, a resolution for the re-election of Mr. He as set out in this supplemental circular) except for those resolutions to which the Shareholder has indicated his/her voting direction in the Original Proxy Form.

• (ii) If the Revised Proxy Form is lodged with the Principal Place of Business or the Share Registrar before the Closing Time, the Revised Proxy Form, if correctly completed, will revoke and supersede the Original Proxy Form previously lodged by him/her. The Revised Proxy Form will be treated as a valid proxy form lodged by the Shareholder.

• (iii) If the Revised Proxy Form is lodged with the Principal Place of Business or the Share Registrar after the Closing Time, or if lodged before the Closing Time but is incorrectly completed, the proxy appointment under the Revised Proxy Form will be invalid. The proxy so appointed by the Shareholder under the Original Proxy Form, if correctly completed, will be entitled to vote in the manner as mentioned in (i) above as if no Revised Proxy Form was lodged with the Principal Place of Business or the Share Registrar.

RECOMMENDATION

In addition to the recommendations contained in the Circular, the Directors consider that the proposed re-election of Mr. He as an executive Director as set out in this supplemental circular is in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend that the Shareholders vote in favour of the relevant resolution as set out in the Revised AGM Notice at the forthcoming AGM.

Yours faithfully He Haibin Chairman

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DETAILS OF ADDITIONAL RETIRING DIRECTOR SUBJECT TO RE-ELECTION

APPENDIX I

Set out below are details of Mr. He Haibin, the additional Director who will retire at the conclusion of the AGM and will be proposed to be re-elected at the AGM.

Mr. He Haibin

Mr. He, aged 42, is a Senior Accountant (高級會計師) and currently serves as the chairman of Overseas Chinese Town (HK) Company Limited (“ OCT (HK) ”) (the beneficial owner of all the issued share capital in Pacific Climax Limited, which is the controlling shareholder of the Company) , the chief accountant of Shenzhen Overseas Chinese Town Company Limited (深圳華僑城股份有限公司) (“ OCT Ltd. ”) (the beneficial owner of all the issued share capital in OCT (HK) and listed on the Shenzhen Stock Exchange) and as the director of the corporate management department of Overseas Chinese Town Enterprise Company (華僑城集團公司) (“ OCT Group ”) (the controlling shareholder of OCT Ltd.) . Mr. He currently also serve as a director of each of Konka Group Company limited (康佳集團股份有限公司) (a non wholly-owned subsidiary of OCT Group and listed on the Shenzhen Stock Exchange) , Yunnan World Expo Tourism Holding Group Company Limited (雲南世博旅遊控股集團有限公司) (an indirectly non wholly-owned subsidiary of OCT Group) and Yunnan Cultural Industry Investment Holding Group Company Limited (雲南文化產業投資控股集團有限責任公司) . Mr. He currently also serve as a director and the general manager of Shenzhen OCT Capital Investment Management Company Limited (深圳華僑 城資本投資管理有限公司) (a wholly-owned subsidiary of OCT Group) . Mr. He joined OCT Group in 1996. Mr. He had acted as the non-executive Director of the Company from 2010 to 2013. Mr. He had also acted as the vice chief financial officer of OCT Group, the chief financial officer of each of OCT (HK) , Shenzhen OCT Seaview Hotel Limited (深圳華僑城海景酒店有限公司) (a subsidiary of OCT Ltd.) , and Shenzhen OCT Grand Hotel Company Limited* (深圳華僑城大酒店有限公司) (a subsidiary of OCT Ltd.) . Save as aforesaid, Mr. He has also held and had also held senior positions in the other subsidiaries of OCT Group. Mr. He graduated from Sun Yat-Sen University (中山大學) in 1996 with a bachelor degree in auditing. He also obtained a master degree in management from Chinese Academy of Fiscal Sciences (中國 財政部財政科學研究所) in 2002.

Save as disclosed above, Mr. He does not hold any directorship in other public companies the securities which are listed on any securities market in Hong Kong or overseas in the last three years or any other position with the Company and other members of the Group, and save as disclosed, he does not have other major appointments and professional qualifications.

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

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

Mr. He was appointed as an executive Director by the Board with effect from 4 May 2017.

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DETAILS OF ADDITIONAL RETIRING DIRECTOR SUBJECT TO RE-ELECTION

APPENDIX I

If re-elected, Mr. He will enter into a director’s service agreement with the Company as an executive Director for a term commencing from the date of the AGM which approves his appointment and ending at the conclusion of the 2019 annual general meeting to be held in 2020, which may be terminated by either the Company or Mr. He by giving one month’s written notice or otherwise in accordance with the terms of the director’s service agreement. Mr. He’s basic annual salary will be determined with reference to his roles and responsibilities with the Group and the prevailing market conditions. Save for the said salary, Mr. He will not be entitled to any other emolument for holding his office as an executive director of the Company.

Save as disclosed above, the Company considers that in relation to the re-election of Mr. He 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 paragraph 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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REVISED NOTICE OF ANNUAL GENERAL MEETING

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Overseas Chinese Town (Asia) Holdings Limited 華僑城（亞洲）控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 03366)

REVISED NOTICE OF ANNUAL GENERAL MEETING

Reference is made to the notice of annual general meeting (the “ Meeting ”) of Overseas Chinese Town (Asia) Holdings Limited (the “ Company ”) dated 27 April 2017 (the “ Original AGM Notice ”) , which set out the date, time and venue of the AGM and the resolutions to be proposed for the approval by the shareholders of the Company (the “ Shareholders ”) .

REVISED NOTICE IS HEREBY GIVEN that the AGM will be held on Friday, 2 June 2017 at 11:00 a.m. at Turquoise, Fuchsia and Ocher Room, 3/F Gateway Hotel, 13 Canton Road, Tsim Sha Tsui, Hong Kong for considering and, if thought fit, passing, with or without amendments, the following resolutions as ordinary resolutions of the Company:

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 2016.

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

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

4. Mr. He Haibin 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. 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.

6. Mr. Zhang Jing be re-elected as a non-executive director of the Company and the board of directors of the Company be authorised to fix his remuneration.

7. “ THAT :

8. (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

9. 6 -

REVISED NOTICE OF ANNUAL GENERAL MEETING

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 or would require the exercise of such powers (including but not limited to the power to allot, issue and deal with additional shares in the capital of the Company) 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 (the “ Articles ”) 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

• (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) .”

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REVISED NOTICE OF ANNUAL GENERAL MEETING

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

• (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.”

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REVISED NOTICE OF ANNUAL GENERAL MEETING

1. “ THAT conditional upon the passing of Resolution Nos. 7 and 8 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. 7 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. 8 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.”

By Order of the Board He Haibin Chairman

Hong Kong, 9 May 2017

Notes:

1. Due to the matters as set out in the supplemental circular of the Company dated 9 May 2017, resolution no.4 as set out in the Original AGM Notice is deleted in its entirety and replaced by the resolution no.4 as set out in this revised notice. Save for the aforesaid, the other resolutions set out in this revised notice are the same as those set out in the Original AGM Notice.

2. 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.

3. A revised form of proxy (the “ Revised Proxy Form ”) for use at the Meeting is enclosed. Please refer to the section headed “Revised AGM Notice and Revised Proxy Form” in this supplemental circular for the special arrangements on completion and submission of the Revised Proxy Form.

4. 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.

5. 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 Suites 3203-3204, Tower 6, The Gateway, Harbour City, Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong or the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.

6. The instrument appointing a proxy shall not 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.

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REVISED NOTICE OF ANNUAL GENERAL MEETING

1. 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.

2. 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, an instrument appointing a proxy should be deemed to be revoked.

3. 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 No.8 as set out in this revised notice is enclosed in the circular of the Company dated 27 April 2017.

4. The transfer books and Register of Members of the Company will be closed from 29 May 2017 to 2 June 2017, both days inclusive. During such period, no share transfers will be effected. In order to qualify for 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, 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 26 May 2017.

5. The transfer books and Register of Members of the Company will be closed from 8 June 2017 to 12 June 2017, both days inclusive. During such period, no share transfers will be effected. In order to qualify for the proposed final dividend, 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, 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 7 June 2017.

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