RemeGen Co., Ltd. — AGM Information 2017

Apr 26, 2017

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.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this 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 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)

RENEWAL OF GENERAL MANDATES, TO ISSUE NEW SHARES AND REPURCHASE SHARES, PROPOSED RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A 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 is set out on pages 13 to 17 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 Suites 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.

27 April 2017

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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		13

• 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 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;
“AGM Notice”	the notice convening the AGM set out on pages 13 to 17 of this
	circular;
“Articles”	the articles of association of the Company;
“associate (s) ”	has the same meaning as defined in the Listing Rules;
“Board”	the board of Directors;
“close associate (s) ”	has the same meaning as defined in the Listing Rules;
“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;
“core connected person”	has the same meaning as defined in the Listing Rules;
“Director (s) ”	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. 7 in the AGM Notice;
“Latest Practicable Date”	21 April 2017, 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;
“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. 8 in the AGM Notice;

• 1 -

DEFINITIONS

“SFO”	Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong) ;
“Share (s) ”	ordinary share (s) 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 華僑城（亞洲）控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 03366)

Executive Directors: Mr. Yao Jun (Chairman) Ms. Xie Mei (Chief Executive Officer) Mr. Lin Kaihua

Non-executive Director: Mr. Zhang Jing

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

Independent non-executive Directors:

Mr. Lu Gong Ms. Wong Wai Ling Professor Lam Sing Kwong Simon

Head Office and Principal Place of Business:

Suites 3203-3204, Tower 6 The Gateway, Harbour City Canton Road Tsim Sha Tsui Kowloon, Hong Kong

27 April 2017

To the Shareholders,

Dear Sir or Madam,

RENEWAL OF GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES, PROPOSED RE-ELECTION OF RETIRING DIRECTORS 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 and (iv) give you notice of the AGM.

• 3 -

LETTER FROM THE BOARD

GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES

The Company’s existing mandates to issue and repurchase Shares were approved by its Shareholders on 11 May 2016. Unless otherwise renewed, the existing mandates 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.

PROPOSED RE-ELECTION OF RETIRING DIRECTORS

Ms. Xie Mei was re-elected as an executive Director at the annual general meeting of the Company held on 23 April 2014. Mr. Yao Jun was appointed as an executive Director by the Board with effect from 23 May 2016 and Mr. Zhang Jing was appointed as a non-executive Director by the Board with effect from 30 March 2017.

Ms. Xie Mei will retire from office as an executive Director at the AGM. Ms. Xie Mei, being eligible, offer herself for re-election pursuant to article 108 (a) of the Articles. Each of Mr. Yao Jun and Mr. Zhang Jing, being eligible, offers himself for re-election pursuant to article 112 of the Articles. Particulars of the Directors proposed to be re-elected at the AGM are set out in Appendix II.

ANNUAL GENERAL MEETING

A notice convening the AGM 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 is set out on pages 13 to 17 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 Suites 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.

RECOMMENDATION

The Directors consider that the granting of the Issue Mandate, the Repurchase Mandate and the extension to the Issue Mandate and the re-election of retiring Directors 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.

Yours faithfully Yao Jun Chairman

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EXPLANATORY STATEMENT

APPENDIX I

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 2016 (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 652,366,000 Shares and 96,000,000 non-voting convertible preference share (s) of HK$0.10 each in the capital of the Company.

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 date of AGM, the Directors would be authorised to exercise the powers of the Company to repurchase a maximum of 65,236,600 Shares.

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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 **	% of interest
		Number of		If Repurchase
		Shares held/	As at the Latest	Mandate is
Name of Shareholder	Capacity/Nature	interested	Practicable Date	exercised in full
Pacific Climax Limited	Beneficial owner	434,894,000	66.66%	74.07%
(Note 1)		(long position)
Overseas Chinese Town (HK)	Interest of a controlled	434,894,000	66.66%	74.07%
Company Limited	corporation (Note 2)	(long position)
(“OCT (HK) ”)
Shenzhen Overseas Chinese	Interest of a controlled	434,894,000	66.66%	74.07%
Town Holding Company	corporation (Note 3)	(long position)
Limited (“OCT Ltd.”)
Overseas Chinese Town	Interest of a controlled	434,894,000	66.66%	74.07%
Enterprises Company	corporation (Note 4)	(long position)
(“OCT Group”)
UBS Group AG	Interest of a controlled	51,179,000	7.85%	8.72%
	corporation (Note 6)	(long position)
	Person having a security	14,000	0.002%	0.002%
	interest in shares (Note 6)	(long position)

• 7 -

EXPLANATORY STATEMENT

APPENDIX I

Notes:

• (1) The interest of Pacific Climax Limited consist of interests (long position) in 434,894,000 Shares. Ms. Xie Mei and Mr. Lin Kaihua, both being executive Directors, are also directors of Pacific Climax Limited.

• (2) OCT (HK) is the beneficial owner of all the issued share capital in Pacific Climax Limited and therefore OCT (HK) is deemed, or taken to be interested in the Shares which are beneficially owned by Pacific Climax Limited for the purposes of the SFO. Mr. Yao Jun and Ms. Xie Mei, both being executive Directors, are also directors of OCT (HK) .

• (3) OCT Ltd. is the beneficial owner of all the issued shares in OCT (HK) , which is in turn the beneficial owner of all the issued share capital in Pacific Climax Limited and therefore OCT (HK) is deemed, or taken to be interested in the Shares which are beneficially owned by Pacific Climax Limited and OCT (HK) for the purposes of the SFO. OCT Ltd. is a company incorporated in the PRC, the shares of which are listed on the Shenzhen Stock Exchange. OCT Ltd. is a subsidiary of OCT Group.

• (4) OCT Group owns 53.47% equity interest in OCT Ltd., which is in turn the beneficial owner of all the issued shares OCT (HK) . OCT (HK) is the beneficial owner of all the issued share capital in Pacific Climax Limited and therefore OCT Group is deemed, or taken to be, interested in the Shares which are beneficially owned by Pacific Climax Limited and OCT (HK) for the purposes of the SFO.

• (5) The interests of UBS Group AG consist of the interests (long position) in 41,618,000 Shares, 6,180,000 Shares, 3,372,000 Shares, 8,000 Shares and 1,000 Shares (total: 51,179,000 Shares) held by UBS Fund Services (Luxembourg) SA, UBS Global Asset Management (Hong Kong) Ltd, UBS Global Asset Management (Singapore) Ltd, UBS Fund Management (Switzerland) AG and UBS AG. UBS Fund services (Luxembourg) SA, UBS Global Asset Management (Hong Kong) Ltd, UBS Global Asset Management (Singapore) Ltd, UBS Fund Management (Switzerland) AG and UBS AG are wholly-owned by UBS Group AG. UBS Group AG is also interested in 14,000 Shares (long position) in the capacity as a person having a security interest in the shares. Therefore UBS Group AG is deemed, or taken to be interested in the total of 51,193,000 Shares (long position) for the purpose of the SFO.

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.

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EXPLANATORY STATEMENT

APPENDIX I

7. DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE 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 close associates has any present intention, in the event that the proposed Repurchase Mandate is granted, to sell Shares to the Company. No core 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.

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$
2016
April	3.09		2.80
May	3.20		2.61
June	2.78		2.56
July	2.75		2.52
August	3.20		2.50
September	3.04		2.84
October	2.92		2.79
November	2.93		2.68
December	3.06		2.69
2017
January	3.10		2.95
February	3.22		3.00
March	3.27		2.96
April (until the Latest Practicable Date)	3.15		2.95

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APPENDIX II DETAILS OF RETIRING DIRECTOR 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. Yao Jun

Mr. Yao, aged 57, is a Senior Economist (高級經濟師) and holds a master’s degree in international law from Nankai University (南開大學) in 1989. He has extensive experience in corporate management and operation, A share listed company operation and large-scale integrated cultural tourism project operation. Mr. Yao has joined OCT Group since 1990. Mr. Yao is currently the vice president of OCT Ltd, the chairman of the board of directors of Chengdu Tianfu OCT Industry Development Company Limited (成都天府華僑城實業發展有限公司) , the vice chairman of the board of directors of Beijing Century Overseas Chinese Town Industrial Co. Ltd. (北京世紀華僑城實業有限公司) , and an executive director of each of Nanjing Overseas Chinese Town Industrial Co. Ltd (南京華僑城實業發展有限公司) , Chongqing Overseas Chinese Town Industrial Co. Ltd (重慶華僑城實業發展有限公司) , Wuhan Overseas Chinese Town Industrial Co. Ltd (武漢華僑城實業發展有限公司) and Shenzhen Overseas Chinese Town Tourist Attraction Management Co. Ltd (深圳華僑城旅遊景區管理有限公司) . Mr. Yao is also the vice chairman of China Association of Amusement Parks and Attractions (中國遊藝機遊樂園協會) , the chairman of the amusement park working committee (主題公園工作委員會) of Recreational Facilities Industry Alliance (遊樂設施產業聯盟) and the vice chairman of Shenzhen Travel Association* (深圳市旅游協會) .

Besides, Mr. Yao was the assistant president, the general manager of the Tourism Department, the vice president, the president and a director of OCT Ltd. He was also the chairman of the board of directors of Qufu Kongzi International Tourism Co. Ltd. (曲阜孔子國際旅遊有限公司) and Shenzhen Splendid China Development Co., Ltd. (深圳錦繡中華發展有限公司) , the general manager and the chairman of Shenzhen Overseas Chinese Town International Media and Performance Company Limited (深圳華僑城國 際傳媒演藝有限公司) and Yunnan Overseas Chinese Town Industrial Co. Ltd (雲南華僑城實業有限公 司) . Mr. Yao was also the vice chairman of the board of directors of Shenzhen Window of the World Co., Ltd (深圳世界之窗有限公司) and a director of Shenzhen Overseas Chinese Town Real Estate Company Limited (深圳華僑城房地產有限公司) (“OCT Real Estate”) .

Save as disclosed above, Mr. Yao 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. Yao does not have any interest in the Shares within the meaning of Part XV of the SFO.

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

Mr. Yao was appointed as an executive Director by the Board with effect from 23 May 2016.

If re-elected, Mr. Yao 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. Yao by giving one month’s written notice or otherwise in accordance with the

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APPENDIX II DETAILS OF RETIRING DIRECTOR SUBJECT TO RE-ELECTION

terms of the director’s service agreement. Mr. Yao’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. Yao 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. Yao 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.

Ms. Xie Mei

Ms. Xie Mei, aged 49, is the executive Director and chief executive officer of the Company. Ms. Xie is also the President Assistant of OCT Ltd. and the chairman of Chongqing Overseas Chinese Town Land Co., Ltd. (重慶華僑城置地有限公司) , (“Chongqing OCT Land”) and Xi’an OCT Land Co., Ltd. (西安華 僑城置地有限公司) (“Xi’an OCT Land”) (the wholly-owned subsidiary of the Company) and a director of all the subsidiaries of the Company. Ms. Xie is also the general manager of OCT (HK) and a director of Pacific Climax. She is also a director of Xi’an OCT Investment Ltd. (西安華僑城實業有限公司) (“Xi’an OCT”) and Yunnan OCT Industrial Co., Ltd. (雲南華僑城實業有限公司) , both being subsidiaries of OCT Ltd. Ms. Xie has rich management experience. Ms. Xie joined OCT Group in 1994 and she had been a deputy director and director of the strategic development department 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 Renmin University of China in 1999.

Save as disclosed above, Ms. Xie 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, she does not have other major appointments and professional qualifications.

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-elected as an executive Director with effect from 23 April 2014.

If re-elected, Ms. Xie 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 her 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 Ms. Xie by giving one month’s written notice or otherwise in accordance with the terms of the director’s service agreement. Ms. Xie’s basic annual salary will be determined with reference to her roles and responsibilities with the Group and the prevailing market conditions. Save for the said salary, Ms. Xie will not be entitled to any other emolument for holding her office as an executive director of the Company.

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APPENDIX II DETAILS OF RETIRING DIRECTOR SUBJECT TO RE-ELECTION

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 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.

Mr. Zhang Jing

Mr. Zhang, aged 34, is an Economist (經濟師) and currently serves as the deputy director of the strategic development department of OCT Ltd.. Mr. Zhang joined OCT Group since 2004, and had worked in OCT Real Estate, OCT Group, OCT Ltd and Qingdao Overseas Chinese Town Industrial Co. Ltd (青島 華僑城實業有限公司) consecutively and acted as the senior manager of the strategic development department of OCT Ltd and the director of the administration department of OCT Real Estate. Mr. Zhang graduated from Xi’an Jiaotong University (西安交通大學) in 2004 with bachelor degrees in engineering management and journalism. He also obtained a master’s degree in business administration from Shanghai Jiaotong University (上海交通大學) in 2011.

Save as disclosed above, Mr. Zhang 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. Zhang does not have any interest in the Shares within the meaning of Part XV of the SFO.

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

Mr. Zhang was appointed as a non-executive Director by the Board with effect from 30 March 2017.

If re-elected, Mr. Zhang will enter into a director’s service agreement with the Company as a nonexecutive 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. Zhang by giving one month’s written notice or otherwise in accordance with the terms of the director’s service agreement. Mr. Zhang’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. Zhang will not be entitled to any other emolument for holding his office as a non-executive director of the Company.

Save as disclosed above, the Company considers that in relation to the re-election of Mr. Zhang 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.

• 12 -

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)

NOTICE IS HEREBY GIVEN that an annual general meeting (the “ Meeting ”) of Overseas Chinese Town (Asia) Holdings Limited (the “ Company ”) 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. Yao Jun 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 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;

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NOTICE OF ANNUAL GENERAL MEETING

• (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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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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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 Yao Jun Chairman

Hong Kong, 27 April 2017

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 Suites 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 No.8 as set out in this notice is enclosed in this circular.

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NOTICE OF ANNUAL GENERAL MEETING

1. 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 2015.

2. 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.

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

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