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RemeGen Co., Ltd. Annual Report 2008

Mar 23, 2009

51206_rns_2009-03-23_88a024e6-6ae4-4708-9b8c-9f29d2f26922.pdf

Annual Report

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

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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)

PRELIMINARY ANNOUNCEMENT OF ANNUAL RESULTS FOR THE YEAR ENDED 31 DECEMBER 2008

RESULTS

The board (the “Board”) of directors (“Directors”) of Overseas Chinese Town (Asia) Holdings Limited (the “Company”) is pleased to present the audited consolidated results of the Company and its subsidiaries (collectively, the “Group”) for the year ended 31 December 2008 prepared in accordance with the Hong Kong Financial Reporting Standards, together with the comparative figures for the year ended 31 December 2007.

Audited financial information of the Group for the year ended 31 December 2008 prepared in accordance with the Hong Kong Financial Reporting Standards are as follows:

  • 1 -

Consolidated Income Statement for the year ended 31 December 2008

(Expressed in Renminbi)

Notes
Turnover
4
Cost of sales
Gross profit
Other revenue
Other net gain/(loss)
Distribution costs
Administrative expenses
Other operating expenses
Profit from operations
Finance costs
6
Share of losses from an associate
Profit before taxation
6
Income tax
7
Profit for the year
Attributable to:
Equity shareholders of the Company
Minority interests
Profit for the year
Dividends payable to equity shareholders
of the Company attributable to the year:
8
Final dividend proposed after the
balance sheet date
Earnings per share (RMB)
9
Basic
Diluted
2008
RMB’000
739,155
(673,194 )
65,961
26,735
36,680
(33,920 )
(50,701 )
(6,423 )
38,332
(3,304 )
(10,648 )
24,380
(7,790 )
16,590

16,590

16,590



5,080

0.07
0.07
2007
RMB’000
739,907
(654,846 )
85,061
28,276
(3,836 )
(30,799 )
(28,378 )
(4,214 )
46,110
(4,381 )
(484 )
41,245
(2,826 )
38,419
38,361
58
38,419
12,618
0.18
0.17
  • 2 -

Consolidated balance sheet at 31 December 2008

(Expressed in Renminbi)

Notes
Non-current assets
Property, plant and equipment
Construction in progress
Goodwill
Lease prepayments
Interest in an associate
Deferred tax assets
Current assets
Non-current assets held for sale
Inventories
Trade and other receivables
10
Cash and cash equivalents
Current liabilities
Trade and other payables
11
Bank loans
Current taxation
Net current assets
Total assets less current liabilities
Non-current liabilities
Other payable to intermediate holding company
Bank loans
Deferred tax liability
NET ASSETS
CAPITAL AND RESERVES
Share capital
Reserves
Total equity attributable to equity
shareholders of the Company
TOTAL EQUITY
2008
RMB’000
165,753
59,386
24,937
70,671
213,673
10,579
544,999

84,853
167,371
127,307
379,531
204,907
42,199
7,948
255,054
124,477
669,476
73,198
57,279
2,183
132,660
536,816
28,976
507,840
536,816
536,816
2007
RMB’000
191,468
921
24,937
72,169
89,907
6,444
385,846
12,361
91,866
210,296
119,292
433,815
259,789
32,735
4,333
296,857
136,958
522,804

11,986

11,986
510,818
25,260
485,558
510,818
510,818
  • 3 -

Notes :

1. REVIEw OF ANNUAL RESULTS

The Audit Committee of the Company has reviewed the financial results for the year ended 31 December 2008.

The figures in respect of the preliminary announcement of the Group’s results for the year ended 31 December 2008 have been compared by the Company’s auditors, KPMG, Certified Public Accountants, to the amounts set out in the Group’s audited financial statements for the year and the amounts were found to be in agreement. The work performed by KPMG in this respect was limited and did not constitute an audit, review or other assurance engagement and consequently no assurance has been expressed by the auditors on this announcement.

2. BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS OF THE COMPANY

The consolidated financial statements for the year ended 31 December 2008 comprise the Company and its subsidiaries (collectively referred to as the “Group”) and the Group’s interest in an associate. The Group is primarily involved in the manufacture and sale of paper cartons and products.

The measurement basis used in the preparation of the financial statements is the historical cost basis.

The preparation of financial statements in conformity with HKFRSs requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

The Group’s inventories are stated at the lower of cost and net realisable value. Based on the Group’s recent experience and the nature of the inventories, the Group makes estimates of the selling prices, the costs of completion in case for work in progress, and the costs to be incurred in selling the inventories. Uncertainty exists in these estimations.

The Group’s makes impairment loss for property, plant and equipment based on the Group’s estimates of the recoverable amount. Uncertainty exists in these estimations.

3. CHANGES IN ACCOUNTING POLICIES

The Hong Kong Institute of Certified Public Accountants (“HKICPA”) has issued certain new and revised HKFRSs, which collective term includes all applicable individual Hong Kong Financial Reporting Standards, Hong Kong Accounting Standards and Interpretations, that are first effective or available for early adoption for the current accounting period of the Group.

The adoption of these new and revised HKFRSs did not result in significant changes to the Group’s accounting policies applied in these financial statements for the periods presented.

The Group has not applied any new standard or interpretation that is not yet effective for the current accounting period.

  • 4 -

4. TURNOVER

The principal activity of the Group is the manufacture and sale of paper boxes and products. Turnover represents the sales value of goods supplied to customers, net of value-added tax.

5. SEGMENT REPORTING

The directors consider the Group operates within a single business and geographical segment. Accordingly, no segment information is provided.

6. PROFIT BEFORE TAxATION

Profit before taxation is arrived at after charging:

(a)
Finance costs:
Interest on bank loans
(b)
Staff costs:
Salaries, wages and other benefits#
Contributions to defined contribution
retirement schemes#
(c)
Other items:
Amortisation of lease prepayments#
Depreciation of property, plant and equipment#
Impairment losses on trade and other receivables
Impairment losses on property, plant and
equipment
Auditors’ remuneration
– audit services
– tax services
Operating lease charges in respect of land
and properties#
Exchange loss
Cost of inventories#
2008
RMB’000
3,304
66,345

3,781
70,126
1,498
28,553
2,055

3,306

1,658


10,176
624
674,574
2007
RMB’000
4,381
54,562
3,271
57,833
1,663
29,106
23
3,707
1,900
90
8,064
4,502
655,408

Cost of inventories included RMB76,760,000 (2007: RMB72,084,000) relating to staff costs, depreciation and amortisation expenses and operating lease charges, amount of which is also included in the respective total amounts disclosed separately in notes 6(b) and 6(c) for each of these types of expenses.

  • 5 -

7. INCOME TAx IN THE CONSOLIDATED INCOME STATEMENT

Taxation in the consolidated income statement represents:

Current tax – Provision for PRC income tax
Provision for the year
Deferred tax
Origination and reversal of temporary differences
Effect of change in income tax rate on deferred
tax balance
2008
RMB’000
9,742
(1,952 )

(1,952 )
7,790
2007
RMB’000
6,513
(2,020 )
(1,667)
(3,687)
2,826

Pursuant to the rules and regulations of the Cayman Islands and the British Virgin Islands, the Group is not subject to any income tax in the Cayman Islands and the British Virgin Islands during the year (2007: Nil).

No provision for Hong Kong Profits Tax has been made as the Group did not have any assessable profits subject to Hong Kong Profits Tax during the year (2007: Nil).

Pursuant to the income tax rules and regulations of the PRC, taxation for PRC subsidiaries is charged at the appropriate current rates of taxation ruling in the relevant cities in the PRC, which range between 18% – 25% (2007: 15% – 33%). Certain subsidiaries are entitled to a tax concession period in which it is fully exempted from PRC income tax for two years starting from its first profit-making year, followed by a 50% reduction in the PRC income tax for the next three years (“two years free and three years half”).

On 16 March 2007, the Fifth Plenary Session of the Tenth National People’s Congress passed the Corporate Income Tax Law of the PRC (“new tax law”) which takes effect on 1 January 2008. The State Council passed Circular 39 on 26 December 2007 to clarify the grandfathering treating for existing enterprises that are entitled to preferential tax treatments. As a result of new tax law and Circular 39, the income tax rate of some PRC subsidiaries are reduced from 33% to 25% from 1 January 2008; the tax rate of some PRC subsidiaries are gradually increased from 15% to 25% over a five-year transitional period (18% in 2008, 20% in 2009, 22% in 2010, 24% in 2011 and 25% in 2012 and thereafter). If a PRC subsidiary has not become profit-making and enjoyed the two years free and three years half tax concession period before 2008, the PRC subsidiary can enjoy the tax concession period from 2008 and onward.

Pursuant to the new tax law, a 10% withholding tax is levied on dividends declared to foreign investors from the PRC effective from 1 January 2008. A lower withholding tax rate may be applied if there is a tax treaty arrangement between the PRC and jurisdiction of the foreign investors. According to the tax treaty between Hong Kong Special Administrative Region and PRC for avoidance of double taxation and prevention of tax evasion, dividends declared from PRC subsidiaries to Hong Kong holding companies are subject to 5% withholding income tax from 1 January 2008 and onwards.

  • 6 -

8. DIVIDENDS

(a) Dividends payable to equity shareholders of the Company attributable to the year

2008 2007
RMB’000 RMB’000
Final dividend proposed after the balance sheet date
of HK$2 cents per share
(equivalent RMB1.76 cents per share)
(2007: HK$5.70 cents per share
(equivalent RMB5.207 cents per share)) 5,080 12,618
Final dividend proposed after the balance sheet date has not been recognised as a liability at the
balance sheet date.

(b) Dividends payables to equity shareholders of the Company attributable to the previous financial year, approved and paid during the year

2008
2007
RMB’000
RMB’000
Final dividend in respect of the previous financial
year, approved and paid during the year, of HK$5.70
cents per share (equivalent RMB5.207 cents
per share) (2007: HK$6.40 cents per share
(equivalent RMB6.337 cents per share) 12,618
12,675

9. EARNINGS PER SHARE

(a) Basic earnings per share

The calculation of basic earnings per share is based on the profit attributable to equity shareholders of the Company of RMB16,590,000 (2007: RMB38,361,000) and the weighted average of 252,874,645 (2007: 216,761,644) ordinary shares in issue during the year, calculated as follows:

Weighted average number of ordinary shares

Ordinary shares issued at 1 January
Issuance of new shares
Weighted average number of shares at 31 December
2008
No. of shares
246,000,000
6,874,645
252,874,645
2007
No. of shares
200,000,000
16,761,644
216,761,644
  • 7 -

(b) Diluted earnings per share

The calculation of diluted earnings per share is based on the profit attributable to equity shareholders of the Company of RMB16,590,000 (2007: RMB38,361,000) and the weighted average of 256,412,944 (2007: 228,460,247) ordinary shares (diluted), calculated as follows:

Weighted average number of ordinary shares (diluted)

Weighted average number of ordinary shares
at 31 December
Effect of deemed issue of shares under
the Company’s share option scheme
for nil consideration
Weighted average number of ordinary shares
(diluted) at 31 December
2008
No. of shares
252,874,645
3,538,299
256,412,944
2007
No. of shares
216,761,644
11,698,603
228,460,247

10. TRADE AND OTHER RECEIVABLES

Trade receivables and bills receivable:
Amounts due from fellow subsidiaries
Amounts due from other related companies
Amounts due from third parties
Less: allowance for doubtful debts
Prepayment, deposits and other receivables:
Amounts due from fellow subsidiaries
Amounts due from associates
Amounts due from third parties
The Group
2008
2007
RMB’000
RMB’000
90
173
702
982
167,095
162,724
(5,023 )
(3,146)
162,864
160,733
820
293

44,008
3,687
5,262
167,371
210,296

The amounts due from subsidiaries, associates, fellow subsidiaries and other related companies are unsecured, non-interest bearing and have no fixed terms of repayment.

  • 8 -

Apart from rental deposits of RMB1,117,000 (2007: RMB604,000) and amounts due from associates of RMB Nil (2007: RMB44,008,000) which are expected to be recovered after one year, all of the trade and other receivables, net of impairment losses for bad and doubtful debts, are expected to be recovered within one year.

Included in trade and other receivables are trade and bills receivable (net of impairment losses for bad and doubtful debts) with the following ageing analysis as of the balance sheet date:

Current
Less than three months past due
Three to six months past due
Amount past due
TRADE AND OTHER PAYABLES
Trade payables and bills payable:
Amounts due to fellow subsidiaries
Amounts due to other related companies
Amounts due to third parties
Other payables:
Amounts due to other related companies
Amounts due to third parties
The Group
2008
2007
RMB’000
RMB’000
150,802
146,657
11,883
13,997
179
79
12,062
14,076
162,864
160,733
The Group
2008
2007
RMB’000
RMB’000
2
72

20
136,350
227,360
136,352
227,452
493
194
68,062
32,143
204,907
259,789
The Group
2008
2007
RMB’000
RMB’000
150,802
146,657
11,883
13,997
179
79
12,062
14,076
162,864
160,733
The Group
2008
2007
RMB’000
RMB’000
2
72

20
136,350
227,360
136,352
227,452
493
194
68,062
32,143
204,907
259,789
227,452
194
32,143
259,789

11. TRADE AND OTHER PAYABLES

All of the trade and other payables (including amount due to related parties) are expected to be settled within one year.

  • 9 -

Included in trade and other payables are trade creditors and bills payable with the following ageing analysis as of the balance sheet date:

Due within three months or on demand
Due after three months but less than one year
Due after one year
The Group
2008
2007
RMB’000
RMB’000
114,051
166,638
22,267
60,812
34
2
136,352
227,452
The Group
2008
2007
RMB’000
RMB’000
114,051
166,638
22,267
60,812
34
2
136,352
227,452
227,452

FINAL DIVIDEND AND CLOSURE OF REGISTER

The Board has recommended the payment of a final dividend of HK$2 cents per share for the year ended 31 December 2008. Subject to the approval of the shareholders in the annual general meeting of the Company to be held on 14 May 2009 or any adjourned meeting, the above dividend is expected to be paid on 25 June 2009.

The transfer books and Register of Members of the Company will be closed from 12 May 2009 to 14 May 2009, both days inclusive. During such period, no share transfers will be effected. In order to qualify for the proposed final dividend and attending the annual general meeting, all transfer documents, accompanied by the relevant share certificates, must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited whose share registration public offices are located at Shops 1712-16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. on 11 May 2009.

MANAGEMENT DISCUSSION AND ANALYSIS

BUSINESS REVIEw

For the year ended 31 December 2008, the Group’s turnover was RMB739 million, representing a decrease of 0.1% over 2007. Total assets amounted to RMB925 million, and total equity amounted to RMB537 million.

During the period under review, the global macro-economy downturn as a result of the sub-prime crisis and the decline in exports from China owing to the fragile consumption of developed countries resulted in the decrease in demand for related packaging products. During the period under review, the raw material prices were highly volatile and showed an upward trend in general; whereas labour costs also continued to increase, exposing the Group to the major challenges of slumping market demand, increasing costs of production and industry competition.

  • 10 -

Nevertheless, the Group endeavored to lower costs and increase sales through exploring new customers, strengthening technology innovation, expanding market share of high margin products, reinforcing internal management and centralizing raw materials procurement, and maintained steady sales results amid such poor market environment. Meanwhile, the Group increased the proportion of colour-printed materials so as to increase profit margin. During the period under review, the production of colour-printed products grew by approximately 10% over the year 2007. Through production reform and technology improvement, the Group continued to develop new products to cater for different needs of customers. The Group has developed two new products which have been registered as national patents. In addition, during the period under review, the Group continued to improve the ERP system to optimize the internal management and adopted centralized procurement so as to lower costs. Accordingly, in spite of the unfavorable factors such as increasing costs and falling market demand, the turnover remained steady and substantially achieved the same level as in 2007.

In 2008, the main construction (phase one) of Huizhou Huali Packaging Co., Ltd. (“Huizhou Huali”), a subsidiary of the Company, was well underway and the project entered the intensive construction stage. In December 2008, the Group completed the acquisition of 51% equity interest in OCT Investments Limited in addition to the 49% equity interest in such company acquired in 2007. The Company now indirectly holds 25% equity interest in Chengdu Tianfu OCT Industry Development Co., Ltd. (“Chengdu OCT”) by virtue of its 100% interest in OCT Investments Limited. Chengdu OCT is a large-scale integrated tourism and real estate development project comprising three major segments featuring theme park, urban entertainment & culture and residential community.

FINANCIAL REVIEw

As at 31 December 2008, the Group’s total assets amounted to RMB925 million. Total equity amounted to RMB537 million, representing an increase of 5.1% over that as at 31 December 2007. The Group realized sales of RMB739 million in 2008, representing a decrease of 0.1% over the same period in 2007. Profits attributable to equity holders were RMB16.59 million, representing a decrease of 56.8% over 2007. The basic earnings per share for the year were RMB0.07, as compared to RMB0.18 for 2007.

During the period under review, gross profit margin was approximately 8.9% (2007: approximately 11.5%), representing a decrease of 22.6% over the same period in 2007. The decrease was mainly attributable to the increase in raw material prices, resulting in an increase in the cost of sales. Net profit margin attributable to equity holders of the Company was approximately 2.2% (2007: approximately 5.2%). Profits attributable to equity holders decreased by 57.7% over 2007.

  • 11 -

LIQUIDITY, FINANCIAL RESOURCES AND CAPITAL STRUCTURE

The total equity of the Group as at 31 December 2008 was RMB537 million (31 December 2007: RMB511 million). As at 31 December 2008, the Group had current assets of RMB380 million (31 December 2007: RMB434 million) and current liabilities of RMB255 million (31 December 2007: RMB297 million). The liquidity ratio was 1.49 as at 31 December 2008 as compared to 1.46 as at 31 December 2007. The Group generally finances its operations with internally generated funds and credit facilities provided by banks.

As at 31 December 2008, the Group had outstanding bank loans of RMB99.48 million of which RMB0 million were fixed-rate loans (31 December 2007: outstanding bank loans of RMB44.72 million of which RMB20.00 million were fixed-rate loans). As at 31 December 2008, the bank loan interest rates of the Group ranged from 1.32857% to 6.561% per annum (while for the year ended 31 December 2007, the bank loan interest rates of the Group ranged from 4.132% to 6.561% per annum). Some of those bank loans were secured by corporate guarantees provided by certain subsidiaries of the Company. The Group’s gearing ratio (being the total borrowings including bills payable and loans divided by total assets) increased from approximately 21% as at 31 December 2007 to approximately 25% as at 31 December 2008.

As at 31 December 2008, approximately 0% of the total amount of outstanding bank loans of the Group was in Renminbi (31 December 2007: 45%) and approximately 100% in Hong Kong Dollars (31 December 2007: 55%). As at 31 December 2008, approximately 47% of the total amount of cash and cash equivalents of the Group was in Renminbi (31 December 2007: 44%), approximately 33% of its cash and cash equivalents was in Hong Kong Dollars (31 December 2007: 44%) and approximately 20% of its cash and cash equivalents was in US Dollars (31 December 2007: 12%).

The Group’s liquidity position remains stable and the Group possesses sufficient cash and available banking facilities to meet its commitments, working capital requirements and future investments for expansion. The Group’s transactions and monetary assets are principally denominated in Renminbi, Hong Kong dollars or United States dollars. The Group has not experienced any material difficulties or effects on its operations or liquidity as a result of fluctuations in currency exchange rates during the year ended 31 December 2008. During the year ended 31 December 2008, except for certain foreign exchange forward contracts for the purpose of mitigating its estimated foreign currency risks in respect of committed foreign currency exposure and highly probable forecast sales, purchases and financing activities, the Group did not employ any material financial instrument for hedging purposes.

In December 2008, the Company issued 36,250,000 shares to Pacific Climax Limited as part of the consideration for the acquisition of 51% equity interest in OCT Investments Limited.

As a result of the above and the exercise of certain share options by the grantees during the year, the Company’s total issued share capital increased to 288,040,000 Shares as at 31 December 2008.

  • 12 -

POST BALANCE SHEET EVENTS

After the balance sheet date the directors proposed a final dividend. Further details are disclosed in note 8.

PROSPECTS

Looking forward, the cost of raw materials is expected to slightly decline; whilst falling product demand and intensifying market competition are likely to persist in the near term. The packaging industry will continue to face difficult challenges. In order to overcome such hard times amid economic downturn and maintain its comparative advantages to grow in the future, the Group will adhere to its past strategies to explore revenue sources and reduce costs through reinforcing internal management, exploring new customers, developing new products and expanding the market share of high profit margin products. In addition, the construction (phase one) of the production facilities of Huizhou Huali, a subsidiary of the Company, is expected to be completed and operation is expected to commence gradually in 2009. Such production facilities will include a high standard and modern steel structured industrial factory and an office building comprising office, scientific research and exhibition features. The Company will gradually relocate the production facilities in Shenzhen to Huizhou in 2009 as scheduled. Moreover, the theme park of Chengdu OCT commenced operation in January 2009; whilst other segments will also commence sales gradually in 2009. With the fast growing economy of Chengdu city and strong local government support on the development of tourism and real estate sectors, the Group believes that the prospect of Chengdu OCT is promising.

In spite of the global macro-economic downturn and falling market demand in the near term, as the economic development and consumption power in China pick up steadily, we are optimistic about the prospects of the packaging industry. The management believes that, leverage on the extensive industry experience of the management, accelerating technology innovation and gradual improvement of strategies and plans, the Group is able to sustain through the financial crisis and be well-positioned for the economic recovery.

EMPLOYEES AND REMUNERATION POLICY

As at 31 December 2008, the Group employed approximately 1,870 full-time staff members. The basic remunerations of the employees are determined with reference to the industry’s remuneration benchmark, the employees’ experience and their performance, and equal opportunities will be offered to all staff. Salaries of employees are maintained at a competitive level and are reviewed annually, with close reference to the relevant labour market and economic situation. Directors’ remuneration is determined based on a variety of factors such as market conditions and responsibilities assumed by each director. Apart from the basic remuneration and statutory benefits required by laws, the Group also provides discretionary bonuses based upon the Group’s results and the individual performance of the staff.

The Group has not experienced any significant problems with its employees or disruption to its operations due to labour disputes nor has it experienced any difficulty in the recruitment and retention of experienced staff. The Group maintains a good relationship with its employees. Most members of senior management have been working for the Group for many years.

  • 13 -

The Group adopted a share option scheme at the time of its initial public offering. As at the date of this Announcement, the Company granted a total of 19,300,000 share options under the scheme, of which 5,790,000 share options had been exercised resulting in 5,790,000 shares have been issued during 2008.

PURCHASE, SALE OR REDEMPTION OF SHARES

The Company has not purchased its own listed shares during the reporting period. During the period, save as disclosed in this Announcement, the Company or any of its subsidiaries has not purchased or sold or redeemed any of the listed shares in the Company.

CORPORATE GOVERNANCE REPORT

The Company believes that good corporate governance and strict compliance with the Code on Corporate Governance Practices are very important in enhancing the investors’ confidence and the return to the shareholders, and can also increase long-term share value. Therefore, the Company is committed to implementing a high standard of corporate governance, emphasizing good communication with shareholders and investors, and nurturing the corporate culture of strict code of conduct, with a view to continuously improving the Company’s transparency. This includes timely, comprehensive and accurate disclosure of information to safeguard the shareholders’ interest and to raise long-term share value.

During the reporting period, the Company has complied with all the code provisions of the Code on Corporate Governance Practice as set out in Appendix 14 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

AUDIT COMMITTEE

The results and audited financial statements of the Company for the year ended 31 December 2008 had been reviewed by the Audit Committee of the Company before they were presented to the Board for approval.

As at the date of this announcement, the Board comprises seven Directors, including four executive Directors namely Mr. Zheng Fan, Mr. Ni Zheng, Ms. Xie Mei and Mr. Zhou Guangneng, and three independent non-executive Directors namely Ms. Wong Wai Ling, Mr. Chen Xiangdong and Mr. Xiao Yongping.

By Order of the Board Overseas Chinese Town (Asia) Holdings Limited Zheng Fan Chairman

Hong Kong, 23 March 2009

  • 14 -