RemeGen Co., Ltd. — AGM Information 2020

May 19, 2020

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: 3366)

RENEWAL OF GENERAL MANDATES, TO ISSUE NEW SHARES AND REPURCHASE SHARES, PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTOR, RETIREMENT OF DIRECTOR, PROPOSED RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

Capitalised terms used in this cover page shall bear the same meanings as those defined in the section headed “Definitions” in this circular.

A notice convening the AGM of the Company to be held on Friday, 19 June 2020 at 10:30 a.m. at the conference room of the Company at 59/F, Bank of China Tower, 1 Garden Road, Hong Kong is set out on pages 17 to 21 of this circular. A form of proxy for use at the AGM is enclosed with this circular. Whether or not you are able to attend the AGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s 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 AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM, or any adjournment thereof, should you so wish.

PRECAUTIONARY MEASURES FOR THE AGM

Please refer to page 1 of this circular for the measures to be implemented at the AGM by the Company against the epidemic to protect the attendees from the risk of infection of the novel coronavirus (“ COVID-19 ”), including: (i) compulsory body temperature check and filling out the health registration form; (ii) compulsory wearing of surgical face mask; and (iii) no distribution of corporate gifts and no serving of refreshments. Any person who does not comply with the precautionary measures may be denied entry into the AGM venue. For the health and safety of the Shareholders, the Company strongly advises the Shareholders to appoint the Chairman of the meeting as your proxy to vote on the relevant resolutions at the AGM as an alternative to attending the AGM in person.

20 May 2020

CONTENTS

	Page
PRECAUTIONARY MEASURES FOR THE
ANNUAL GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
APPENDIX I – EXPLANATORY STATEMENT. . . . . . . . . . . . . . . . . . . . .	8
APPENDIX II – DETAILS OF NEW DIRECTOR TO BE APPOINTED
AND RETIRING DIRECTORS TO BE
RE-ELECTED. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . .	17

– i –

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

In view of the ongoing COVID-19 epidemic and recent requirements for prevention and control of its spread (as per guidelines issued by the Hong Kong government at https://www.chp.gov.hk/tc/features/102742.html), the Company will implement necessary preventive measures at the forthcoming AGM to protect attending Shareholders, proxy and other attendees from the risk of infection, including:

• (i) Compulsory body temperature check will be conducted on every Shareholder, proxy and other attendees at the entrance of the AGM venue and a health registration form must be filled out. Any person with a body temperature of over 37.2 degrees Celsius will be denied entry into the AGM venue or be required to leave the AGM venue.

• (ii) Attendees are required to prepare his/her own surgical face masks and wear the same inside the AGM venue at all times, and to maintain a safe distance between seats. Therefore, the number of seats at the AGM venue will be subject to restrictions and if necessary, the Company may restrict the number of people attending the AGM to avoid overcrowding at the venue.

• (iii) Attendees may be asked about matters such as whether (a) he/she has travelled outside of Hong Kong within the 14-day period immediately before the AGM; and (b) he/she is currently subject to compulsory quarantine prescribed by the Hong Kong Government. Anyone who responds to any of these questions in the affirmative may be denied entry into the AGM venue or be required to leave the AGM venue.

• (iv) No corporate gifts will be distributed and no refreshments will be served.

• (v) The number of management of the Company attending the AGM in person will also be subject to restrictions. The Directors who will not attend the meeting in person will participate by video conference.

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

In the interest of all attendees’ health and safety, the Company wishes to advise all Shareholders that physical attendance in person at the AGM is not necessary for the purpose of exercising voting rights. By using proxy forms with voting instructions duly completed, Shareholders may appoint the Chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM as an alternative to attending the AGM in person.

If any Shareholder chooses not to attend the AGM in person but has any question about any resolution or about the Company, or has any matter for communication with the Board, he/she is welcome to send such question or matter to our email at ir-asia@chinaoct.com.

Subject to the development of COVID-19, the Company may implement further changes and precautionary measures and may issue further announcement on such measures as appropriate.

– 1 –

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, 19 June 2020 at 10:30 a.m. at the conference room of the Company at 59/F, Bank of China Tower, 1 Garden Road, 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;

• “close associates” 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;

• “controlling shareholder(s)” has the same meaning as defined in the Listing Rules;

• “core 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. 8 in the AGM Notice;

• “Latest Practicable Date”

• 12 May 2020, 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;

– 2 –

DEFINITIONS

“Nomination Committee”	the nomination committee of the Company;
“Remuneration Committee”	the remuneration committee of the Company;
“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. 9
	in the AGM Notice;
“SFO”	Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong);
“Share(s)”	ordinary shares of HK$0.10 each in the capital of the
	Company;
“Shareholder(s)”	holder(s) of Share(s);
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“substantial shareholder(s)”	has the same meaning as defined in the Listing Rules;
“Takeovers Code”	The Codes on Takeovers and Mergers and Share Buy-
	backs; and
“HK$”	Hong Kong dollar, the lawful currency of Hong Kong.

In the event of any inconsistency, the English text of this circular, the AGM Notice and the accompanying form of proxy shall prevail over the Chinese text.

– 3 –

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: 3366)

Executive Directors: Mr. He Haibin (Chairman) Ms. Xie Mei (Chief Executive Officer) Mr. Lin Kaihua

Non-executive Director: Mr. Zhang Jing

Independent non-executive Directors: Ms. Wong Wai Ling Professor Lam Sing Kwong Simon Mr. Chu Wing Yiu

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

Head Office and Principal Place of Business: 59/F., Bank of China Tower 1 Garden Road Hong Kong 20 May 2020

To the Shareholders,

Dear Sir or Madam,

RENEWAL OF GENERAL MANDATES

TO ISSUE NEW SHARES AND REPURCHASE SHARES, PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTOR, RETIREMENT OF DIRECTOR, 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) provide you with details of the proposed appointment of a non-executive Director and the proposed re-election of retiring Directors; (iii) set out an explanatory statement regarding the Repurchase Mandate; and (iv) give you the AGM Notice.

– 4 –

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 19 June 2019. 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 Appendix I to this circular.

PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTOR

The Board will propose an ordinary resolution at the AGM to the Shareholders in relation to the proposed election of Mr. Wang Wenjin (“ Mr. Wang ”) as a non-executive Director, for an initial term commencing from the date of the AGM which approves his appointment and ending at the conclusion of the 2022 annual general meeting of the Company to be held in 2023. Particulars of Mr. Wang are set out in Appendix II.

RETIREMENT OF DIRECTOR

Mr. Zhang Jing (“ Mr. Zhang ”), a non-executive Director, has informed the Company that he will retire from office as a non-executive Director and will not seek re-election at the AGM due to his other business engagements and commitments. He will retire as a non-executive Director, with effect from the conclusion of the AGM. Mr. Zhang confirms that he does not have any disagreement with the Board and there is nothing to be brought to the attention of the Shareholders in relation to his retirement.

– 5 –

LETTER FROM THE BOARD

PROPOSED RE-ELECTION OF RETIRING DIRECTORS

Each of Mr. He Haibin (“ Mr. He ”) and Ms. Xie Mei (“ Ms. Xie ”) was re-elected as an executive Director at the annual general meeting of the Company held on 2 June 2017 with effect from the same date. Mr. Chu Wing Yiu (“ Mr. Chu ”) was appointed as an independent non-executive Director at the annual general meeting of the Company held on 19 June 2019 with effect from the same date.

Mr. He and Ms. Xie will retire from office as an executive Director at the AGM. Each of Mr. He and Ms. Xie, being eligible, offers himself/herself for re-election pursuant to article 108(a) of the Articles. Mr. Chu, being eligible, offers himself for re-election pursuant to article 111 of the Articles. Particulars of Mr. He, Ms. Xie and Mr. Chu are set out in Appendix II.

Since July 2014, Mr. Chu has been appointed as a director and the chief executive officer of BOCI – Prudential Trustee Limited (中銀國際英國保誠信託有限公司) ( “BOCI – Prudential” ), a company which currently provides, or has within two years immediately prior to the proposed date of re-election of Mr. Chu as an independent non-executive Director provided services to the Company. Specifically, the Company has been engaging BOCI – Prudential for its mandatory provident fund ( “MPF” ) scheme (the “Scheme” ) for the Company’s MPF contribution obligation as an employer, and for and on behalf of its employees, since December 2005.

The Board has reviewed and assessed the independence of Mr. Chu pursuant to code provision A.5.2(c) of Appendix 14 to the Listing Rules and the Board was satisfied that the re-election of Mr. Chu as an independent non-executive Director is justified due to the following reasons:

1. Mr. Chu does not hold any interest in the share capital of the Company or in the business activities of the Group;

2. Mr. Chu will continue to serve as an independent non-executive Director without involving in any operation of the Company;

3. other than being an independent non-executive Director, Mr. Chu is not connected with any Director, the chief executive or substantial shareholder of the Company, and he does not represent any entity whose interests are not in line with the Shareholders as a whole; and

4. Mr. Chu has confirmed his independence to the Company in respect of each of the factors set out in Rule 3.13 of the Listing Rules that the Stock Exchange takes into account in assessing the independence of a non-executive director at the proposed time of his appointment.

– 6 –

LETTER FROM THE BOARD

Furthermore, in considering the re-election of Mr. Chu, the Board, with the assistance and recommendation from the Nomination Committee, has reviewed the structure, size, composition and diversity of the Board from a number of aspects, including but not limited to age, gender, geographical background, length of service, and the professional experience, skills and expertise he can provide. The Board is of the view that during Mr. Chu’s tenure as an independent non-executive Director, he has made valuable contributions to the Company’s strategy, policies and performance with his independent advices, comments and judgments from the perspective of his professional experience and education background coupled with his general understanding of the business of the Group, and hence contributed to the diversity of the Board. To the best knowledge of the Directors and save as disclosed above, as at the date of this circular, the Company is not aware of any matters or events that may occur and affect the independence of Mr. Chu.

Therefore, with the recommendation of the Nomination Committee, the Board will propose that Mr. Chu be re-elected as an independent non-executive Director at the AGM by way of ordinary resolutions.

THE AGM

A notice convening the AGM to be held on Friday, 19 June 2020 at 10:30 a.m. at the conference room of the Company at 59/F, Bank of China Tower, 1 Garden Road, 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.

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 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 AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM, or any adjournment thereof, should you so wish.

VOTING AT THE AGM

Pursuant to Rule 13.39(4) of the Listing Rules, all resolutions will be put to vote by way of poll at the AGM. An announcement on the poll results will be made by the Company after the AGM pursuant to Rule 13.39(5) of the Listing Rules.

RECOMMENDATION

The Directors consider that the granting of the Issue Mandate and the Repurchase Mandate, the extension to the Issue Mandate, appointment of new Director 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 to vote in favour of the relevant resolutions as set out in the AGM Notice at the forthcoming AGM.

Yours faithfully HE Haibin Chairman

– 7 –

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 OF SHARES

Any repurchase will be made out of funds which are legally available for the purpose in accordance with the memorandum of association of the Company and the Articles, the Listing Rules and the applicable laws of the Cayman Islands. As compared with the financial position of the Company as at 31 December 2019 (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 OF SHARES

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 748,366,000 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 power of the Company to repurchase a maximum of 74,836,600 Shares.

– 8 –

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 of association of the Company and the Articles.

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
			As at	If Repurchase
		Number of	the Latest	Mandate is
		Shares held/	Practicable	exercised in
Name of Shareholder	Capacity/Nature	interested	Date	full
Pacific Climax Limited	Beneficial owner	530,894,000	70.94%	78.82%
(“Pacific Climax”)		(long position)
(Note 1)
Overseas Chinese Town	Interest of a	530,894,000	70.94%	78.82%
(HK) Company	controlled	(long position)
Limited (“OCT (HK)”)	corporation
	(Note 2)
Shenzhen Overseas	Interest of a	530,894,000	70.94%	78.82%
Chinese Town Holding	controlled	(long position)
Company Limited	corporation
(“OCT Ltd.”)	(Note 3)
Overseas Chinese Town	Interest of a	530,894,000	70.94%	78.82%
Group Company	controlled	(long position)
(“OCT Group”)	corporation
	(Note 4)

– 9 –

EXPLANATORY STATEMENT

APPENDIX I

Notes:

• (1) The interests held by Pacific Climax consist of interests (long position) in 530,894,000 ordinary shares. Ms. Xie Mei and Mr. Lin Kaihua, both being executive Directors, and Mr. Zhang Jing, being a non-executive Director, are also directors of Pacific Climax.

• (2) OCT (HK) is the beneficial owner of all the issued share capital in Pacific Climax. Therefore, OCT (HK) is deemed, or taken to be interested in all the Shares beneficially held by Pacific Climax for the purpose of the SFO. Ms. Xie Mei, being an executive Director is also a director 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 and therefore OCT Ltd. is deemed, or taken to be interested in the Shares which are beneficially owned by Pacific Climax and OCT (HK) for the purpose 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 is the beneficial owner of 47.01% of the issued shares of OCT Ltd., which is the beneficial owner of all the issued shares of OCT (HK) and in turn, the beneficial owner of all the issued share capital of Pacific Climax. Therefore, OCT Group is deemed, or taken to be interested in all the Shares which are beneficially owned by OCT Ltd., OCT (HK) and Pacific Climax 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 a 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 to be 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, 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.

– 10 –

EXPLANATORY STATEMENT

APPENDIX I

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$
2019
April	3.72	3.12
May	3.4	2.93
June	3.12	2.84
July	2.95	2.85
August	2.86	2.44
September	2.54	2.2
October	2.64	2.22
November	2.56	2.39
December	2.68	2.35
2020
January	2.75	2.4
February	2.48	2.35
March	2.44	1.92
April	1.97	1.77
May (till the Latest Practicable Date)	1.76	1.72

– 11 –

DETAILS OF NEW DIRECTOR TO BE APPOINTED AND RETIRING DIRECTORS TO BE RE-ELECTED

APPENDIX II

Set out below are details of the executive Directors Mr. He Haibin and Ms. Xie Mei, and the independent non-executive Director Mr. Chu Wing Yiu, who will all retire at the conclusion of the AGM and will be proposed to be re-elected at the AGM, and Mr. Wang Wenjin, who will be proposed to be appointed as a non-executive Director at the AGM.

Mr. He Haibin (“Mr. He”)

Mr. He, aged 45, being the chairman of the Board and a Senior Accountant (高級會計 師) of the Company, joined the Group in 2017. He also serves as the chief accountant and secretary for the board of OCT Group (the controlling shareholder of OCT Ltd. (the beneficial owner of all the issued share capital in OCT (HK) and listed on the Shenzhen Stock Exchange)) and the chairman 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 also serves as a director of Konka Group Company Limited (“ Konka Group ”) (listed on the Shenzhen Stock Exchange) and a non-executive director of China Everbright Bank Co., Ltd., which is listed on the Shanghai Stock Exchange and the Main Board of the Stock Exchange. Mr. He joined OCT Group in 1996, and has acted as a 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 chairman of OCT (HK) (the beneficial owner of all the issued share capital of Pacific Climax, which is the controlling shareholder of the Company), and a director of each of Yunnan World Expo Tourism Holding Group Company Limited* (雲南世博旅遊控股集團有限公司) and Shenzhen Guangming Group Co., Ltd. (深圳市光明集團有限公司) (non-wholly owned subsidiaries of OCT Group). Save as aforesaid, Mr. He has also held senior positions in other subsidiaries of OCT Group. Mr. He majored in auditing and graduated from Sun Yat-Sen University (中山大學) in 1996 with a bachelor’s degree in management. He also obtained a master’s degree in management from Chinese Academy of Fiscal Sciences (中國財政部財政研 究所) in 2002. Mr. He currently also serves as the chairman of the Nomination Committee.

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 re-elected as an executive Director at the annual general meeting of the Company held on 2 June 2017 with effect from the same date.

– 12 –

DETAILS OF NEW DIRECTOR TO BE APPOINTED AND RETIRING DIRECTORS TO BE RE-ELECTED

APPENDIX II

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 2022 annual general meeting to be held in 2023, 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.

Save as disclosed above, the Company considers that in relation to the re-election of Mr. He as an executive 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”)

Ms. Xie, aged 52, being an executive Director and the chief executive officer of the Company, joined the Group in 2004. Ms. Xie also holds directorships in various subsidiaries of the Company, including Overseas Chinese Town (Shanghai) Land Company Limited, Chengdu Tianfu OCT Industry Development Company Limited and Hefei OCT Industrial Development Co., Ltd. (合肥華僑城實業發展有限公司). Ms. Xie is also the president assistant of OCT Ltd., the director and general manager of OCT (HK), and the deputy 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), whilst acting as a non-executive director of each of Yuzhou Properties Company Limited (a company listed on the Main Board of the Stock Exchange, stock code: 1628.HK) and E-House (China) Enterprise Holdings Limited (a company listed on the Main Board of the Stock Exchange, stock code: 2048.HK). 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’s 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.

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DETAILS OF NEW DIRECTOR TO BE APPOINTED AND RETIRING DIRECTORS TO BE RE-ELECTED

APPENDIX II

Ms. Xie was re-elected as an executive Director at the annual general meeting of the Company held on 2 June 2017 with effect from the same date.

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 2022 annual general meeting to be held in 2023, 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.

Save as disclosed above, the Company considers that in relation to the re-election of Ms. Xie as an executive 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. Chu Wing Yiu (“Mr. Chu”)

Mr. Chu Wing Yiu, aged 62, joined the Group in 2019. Mr. Chu is a fellow member of the Chartered Insurance Institute of the United Kingdom and has been designated as a fellow, Life Management Institute of the Life Office Management Association. Since 1 April 2020, Mr. Chu has become an independent non-executive director of Zurich Life Insurance (Hong Kong) Limited (蘇黎世人壽保險(香港)有限公司) and he is currently the independent director and chairman of the risk committee of SCOR Reinsurance Co. (Asia) Limited (法國再保險(亞洲) 有限公司), and the independent non-executive director of Zurich Life Insurance (Hong Kong) Limited. Mr. Chu entered the insurance industry in Hong Kong in 1981, and is equipped with rich management experience. In the past, he acted as a director and the chief executive officer of BOCI – Prudential Trustee Limited (中銀國際英國保誠信託有限公司) and the director of BOC Group Trustee Company Limited (中銀集團信託人有限公司). He also served as a director and head of Employee Benefits of the Employee Benefits Division of HSBC Insurance(Asia) Limited, as well as a director of the Bank of China Group Insurance Company Limited (中銀 集團保險有限公司). Within the insurance industry, Mr. Chu is also currently a panel member of the Insurance Appeals Tribunal and the vice chairman of the Insurance Industry Training Advisory Committee, a member of the Independent Police Complaints Council, a member of the Corruption Prevention Advisory Committee of Independent Commission Against Corruption and a member of the insurance subsector of the Election Committee for the election of Chief Executive of the Hong Kong Special Administrative Region.

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DETAILS OF NEW DIRECTOR TO BE APPOINTED AND RETIRING DIRECTORS TO BE RE-ELECTED

APPENDIX II

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

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

If appointed, Mr. Chu will enter into a director’s service agreement with the Company as an independent non-executive Director for a term commencing from the date of the AGM which approves his appointment and ending at the conclusion of the 2022 annual general meeting to be held in 2023, which may be terminated by either the Company or Mr. Chu by giving one month’s written notice or otherwise in accordance with the terms of the director’s service agreement. Mr. Chu’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. Chu will not be entitled to any other emolument for holding his office as an independent non-executive Director of the Company.

Save as disclosed above, the Company considers that in relation to the appointment of Mr. Chu 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.

Mr. Wang Wenjin (“Mr. Wang”)

Mr. Wang, aged 52, is currently the general manager of the strategic planning department of OCT Group and the director of the investment management department of OCT Ltd. Mr. Wang has extensive experience in investment, corporate management and law. Since joining the Group in 2006, Mr. Wang worked as the vice general manager of Shenzhen OCT Real Estate Company Limited (深圳華僑城房地產有限公司), the chair of the board and general manager of Shenzhen OCT Urban Renewal Investment Company Limited (深圳華僑城城市更 新投資有限公司), and the deputy general manager of OCT Huanan Investment Company Limited (華僑城華南投資有限公司). Prior to joining OCT Group, Mr. Wang has served as a practicing lawyer. Mr. Wang graduated from Hunan Normal University (湖南師範大學) in 1989, majoring in physics, and graduated from Tsinghua University in 2005 with a Master of Business Administration.

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DETAILS OF NEW DIRECTOR TO BE APPOINTED AND RETIRING DIRECTORS TO BE RE-ELECTED

APPENDIX II

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

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

If appointed, Mr. Wang will enter into a director’s service agreement with the Company as a non-executive Director for a term commencing from the date of the AGM which approves his appointment and ending at the conclusion of the 2022 annual general meeting to be held in 2023, which may be terminated by either the Company or Mr. Wang by giving one month’s written notice or otherwise in accordance with the terms of the director’s service agreement. Mr. Wang’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. Wang will not be entitled to any other emolument for holding his office as a non-executive Director.

Save as disclosed above, the Company considers that in relation to the appointment of Mr. Wang 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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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: 3366)

NOTICE OF ANNUAL GENERAL MEETING

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

Please refer to page 1 of the circular of the Company dated 20 May 2020 for the measures to be implemented at the Annual General Meeting by the Company against the epidemic to protect the attendees from the risk of infection of the Novel Coronavirus(“ COVID-19 ”), including:

(i) compulsory body temperature check and filling out the health registration form;

(ii) compulsory wearing of surgical face mask; and

(iii) no distribution of corporate gifts and no serving of refreshments.

Any person who does not comply with the precautionary measures may be denied entry into the Annual General Meeting venue.

For the health and safety of the shareholders of the Company (the “ Shareholders ”), the Company strongly advises the Shareholders to appoint the Chairman of the meeting as your proxy to vote on the relevant resolutions at the Annual General Meeting as an alternative to attending the Annual General Meeting in person.

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, 19 June 2020 at 10:30 a.m. at the conference room of the Company at 59/F, Bank of China Tower, 1 Garden Road, 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 2019.

2. To declare a final dividend for the year ended 31 December 2019.

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NOTICE OF ANNUAL GENERAL MEETING

1. To re-appoint KPMG as auditors and to authorise the board of directors of the Company (the “ Board ”) to fix their remuneration.

2. To appoint Mr. Wang Wenjin as a non-executive director of the Company and the Board be authorised to fix his remuneration.

3. Mr. He Haibin be re-elected as an executive director of the Company and the Board be authorised to fix his remuneration.

4. Ms. Xie Mei be re-elected as an executive director of the Company and the Board be authorised to fix her remuneration.

5. Mr. Chu Wing Yiu be re-elected as an independent non-executive director of the Company and the Board be authorised to fix his remuneration.

6. “ THAT :

7. (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;

8. (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;

9. (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

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NOTICE OF ANNUAL GENERAL MEETING

• (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).”

9. “ THAT :

• (A) subject to paragraph (C) of this resolution below, the exercise by 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;

• (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;

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NOTICE OF ANNUAL GENERAL MEETING

• (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

• (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.”

• “ THAT conditional upon the passing of Resolution Nos. 8 and 9 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. 8 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. 9 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, 20 May 2020

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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 authorised 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 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 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. 9 as set out in this notice is enclosed in the circular of the Company dated 20 May 2020.

8. The register of members of the Company will be closed from 16 June 2020 to 19 June 2020 (both days included), for the purpose of determining the list of shareholders entitled to attend the forthcoming Meeting, during which period no transfer of shares of the Company will be registered. In order to qualify for attending the Meeting, shareholders should ensure that all transfer documents, accompanied by the relevant share certificates, are lodged with the Company’s branch share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration no later than 4:30 p.m. on Monday, 15 June 2020.

9. The Board proposes the payment of a final dividend (the “ Final Dividend ”) of HK$1.25 cents per share to shareholders whose names appear on the register of members of the Company on 30 June 2020. The register of members will be closed from 26 June 2020 to 30 June 2020, both days included. The proposed Final Dividend is expected to be paid on 9 July 2020. The payment of the Final Dividend shall be subject to the approval of the shareholders at the Meeting to be held on 19 June 2020. In order to be qualified for the proposed Final Dividend, shareholders should deliver share certificates together with the transfer documents to the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong, for registration no later than 4:30 p.m. on Wednesday, 24 June 2020.

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

11. If any shareholder chooses not to attend the Meeting in person but has any question about any resolution or about the Company, or has any matter for communication with the board of directors of the Company, he/she is welcome to send such question or matter to our email at ir-asia@chinaoct.com.

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