RemeGen Co., Ltd. — Annual Report 2022

Mar 31, 2023

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)

ANNOUNCEMENT OF ANNUAL RESULTS FOR THE YEAR ENDED 31 DECEMBER 2022

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 2022 (the “ Current Period ”) prepared in accordance with the Hong Kong Financial Reporting Standards (“ HKFRSs ”), together with the comparative figures for the year ended 31 December 2021.

The financial information of the Group for the Current Period prepared in accordance with the HKFRSs are as follows:

– 1 –

CONSOLIDATED STATEMENT OF PROFIT OR LOSS

For the year ended 31 December 2022

(Expressed in Renminbi)

Note Revenue 3 Cost of sales Gross profit Other income 4(a) Other net (losses)/gains 4(b) Distribution costs Administrative expenses (Loss)/profit from operations Finance costs 5(a) Share of profits less losses of associates Share of profits less losses of joint ventures Impairment losses on associates Loss before taxation 5 Income tax 6 Loss for the year Attributable to: Equity holders of the Company Non-controlling interests Loss for the year Basic loss per share (RMB) 7	2022 RMB’000 3,072,451 (2,750,134) 322,317 40,354 (32,720) (80,171) (285,126) (35,346) (140,357) (1,169,732) (404,051) (139,254) (1,888,740) (107,322) (1,996,062) (1,912,536) (83,526) (1,996,062) (2.88)	2021 RMB’000 1,474,128 (1,169,981) 304,147 55,024 118,265 (89,033) (273,053) 115,350 (149,216) (147,032) 88,742 (750,000) (842,156) (56,952) (899,108) (883,252) (15,856) (899,108) (1.49)

– 2 –

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

For the year ended 31 December 2022 (Expressed in Renminbi)

Note Loss for the year Other comprehensive income for the year (after tax and reclassification adjustments) Item that will not be reclassified to profit or loss: Equity investments at FVTOCI–net movement in fair value reserves (non-recycling) Items that may be reclassified subsequently to profit or loss: Exchange differences Share of other comprehensive income of associates and a joint venture Other comprehensive income for the year Total comprehensive income for the year Attributable to: Equity holders of the Company Non-controlling interests Total comprehensive income for the year	2022 RMB’000 (1,996,062) – (130,449) (155,695) (286,144) (286,144) (2,282,206) (2,198,680) (83,526) (2,282,206)	2021 RMB’000 (899,108) 243,697 13,383 48,960 62,343 306,040 (593,068) (577,212) (15,856) (593,068)

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CONSOLIDATED STATEMENT OF FINANCIAL POSITION

At 31 December 2022

(Expressed in Renminbi)

Note Non-current assets Investment property Property, plant and equipment Interests in leasehold land held for own use Intangible assets Interests in associates Interests in joint ventures Other financial assets Finance lease receivables Deferred tax assets Current assets Inventories and other contract costs Finance lease receivables Trade and other receivables 8 Cash at bank and on hand Assets of disposal group classified as held for sale	2022 RMB’000 425,071 1,117,909 1,148,499 2,691,479 24,517 2,124,711 706,395 353,098 – 148,325 6,048,525 12,512,456 – 355,324 1,915,139 14,782,919 1,944,595 16,727,514	2021 RMB’000 2,408,972 986,334 1,187,080
		4,582,386 33,639 3,607,167 1,137,901 309,638 122,588 95,755
		9,889,074
		10,299,940 98,928 2,723,159 3,331,662
		16,453,689 –
		16,453,689

– 4 –

Note Current liabilities Trade and other payables 9 Contract liabilities Bank and other loans Loans from related parties and non-controlling interests Lease liabilities Current taxation Liabilities directly associated with assets of disposal group classified as held for sale Net current assets Total assets less current liabilities Non-current liabilities Bank and other loans Related party loans Lease liabilities Deferred tax liabilities NET ASSETS	2022 RMB’000 2,689,507 1,609,712 2,578,088 1,941,000 11,734 147,846 8,977,887 1,399,868 10,377,755 6,349,759 12,398,284 2,155,215 175,000 6,283 181,103 2,517,601 9,880,683	2021 RMB’000 2,101,689 3,407,258 3,322,278 1,911,000 13,404 158,777
		10,914,406 –
		10,914,406
		5,539,283
		15,428,357
		2,425,082 420,000 16,818 167,015
		3,028,915
		12,399,442

– 5 –

Note CAPITAL AND RESERVES Share capital Perpetual capital securities Reserves Total equity attributable to equity holders of the Company Non-controlling interests TOTAL EQUITY	2022 RMB’000 67,337 5,615,314 502,624 6,185,275 3,695,408 9,880,683	2021 RMB’000 67,337 5,606,480 2,946,691
		8,620,508 3,778,934
		12,399,442

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NOTES

1 BASIS OF PREPARATION

The financial information relating to the years ended 31 December 2022 and 2021 included in this preliminary announcement of annual results does not constitute the Company’s statutory annual consolidated financial statements for those years but is derived from those financial statements.

These financial statements have been prepared in accordance with all applicable Hong Kong Financial Reporting Standards (HKFRSs), which collective term includes all applicable individual Hong Kong Financial Reporting Standards, Hong Kong Accounting Standards (HKASs) and Interpretations issued by the Hong Kong Institute of Certified Public Accountants (HKICPA), accounting principles generally accepted in Hong Kong and the requirements of the Hong Kong Companies Ordinance. The financial statements also comply with the applicable disclosure provisions of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”).

The financial information for the year ended 31 December 2022 included in this preliminary announcement comprise the Company and its subsidiaries and the Group’s interests in associates and joint ventures.

The measurement basis used in the preparation of the financial information is the historical cost basis except equity investments are stated at their fair value.

Non-current assets and disposal groups held for sale are stated at the lower of carrying amount and fair value less costs to sell.

The preparation of financial statements in conformity with HKFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies.

2 CHANGES IN ACCOUNTING POLICIES

The HKICPA has issued the following amendments to HKFRSs that are first effective for the current accounting period of the Group:

• Amendments to HKAS 16, Property, plant and equipment: Proceeds before intended use

• Amendment to HKAS 37, Provisions, contingent liabilities and contingent assets: Onerous contracts – cost of fulfilling a contract

None of the developments have had a material effect on how the Group’s results and financial position for the current or prior periods have been prepared or presented. The Group has not applied any new standard or interpretation that is not yet effective for the current accounting period.

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3 REVENUE AND SEGMENT REPORTING

(a) Revenue

The principal activities of the Group are comprehensive development, equity investment and fund business and finance lease.

(i) Disaggregation of revenue

Revenue represents the sales value of goods or services supplied to customers net of sales related tax. Disaggregation of revenue with customer by business lines is as follows:

Revenue from contracts with customers within the scope of HKFRS 15 Disaggregated by business lines – Sale of properties – Hotel revenue – Fund management fee income Revenue from other sources – Rental income from investment properties – Finance lease income	2022 RMB’000 2,833,797 134,333 10,722 2,978,852 91,469 2,130 3,072,451	2021 RMB’000 1,136,823 242,156 6,267
		1,385,246 73,077 15,805
		1,474,128

Disaggregation of revenue from contracts with customers by the timing of revenue recognition and by geographic markets is disclosed in notes 3(b)(i) and 3(b)(iv) respectively.

The Group’s customer base is diversified and there is no customer with whom transaction has exceeded 10% of the Group’s revenues (2021: one). In 2021, revenue from sales of property to this customer amounted to approximately RMB884,003,000.

(ii) Revenue expected to be recognised in the future arising from contracts with customers in existence at the reporting date.

As at 31 December 2022, the aggregated amount of RMB1,787,480,000 (2021: RMB3,699,588,000) under the Group’s existing contracts expected to be recognised as revenue in the future upon delivery of properties to customers. The Group will recognise the expected revenue in future when or as the work is completed or, in the case of the properties for sale, when the properties are assigned to the customers, which is expected to occur over the next 12 months.

– 8 –

(b) Segment reporting

The Group manages its businesses by divisions, which are organised by business lines (products and services). In a manner consistent with the way in which information is reported internally to the most senior executive management of the Group for the purposes of resource allocation and performance assessment, the Group has the following three reportable segments.

• Comprehensive development business: this segment engaged in developed and sold residential properties, development and management of properties, property investment and operation of hotel.

• Equity investment and fund business: this segment engaged in the investment in new urbanisation industrial ecosphere, such as domestic and overseas direct investments, industrial fund, and education.

• Finance lease business: this segment engaged in the finance lease business.

(i) Segment results, assets and liabilities

For the purposes of assessing segment performance and allocating resources between segments, the Group’s senior executive management monitors the results, assets and liabilities attributable to each reportable segment on the following bases:

Segment assets include all tangible, intangible assets and current and other non-current assets. Segment liabilities include trade creditors, accruals and lease liabilities attributable to the sales activities of the individual segments and borrowings managed directly by the segments.

Revenue and expenses are allocated to the reportable segments with reference to sales generated by those segments and the expenses incurred by those segments or which otherwise arise from the depreciation or amortisation of assets attributable to those segments.

The measure used for reporting segment result is “net profit” after taxation. Inter-segment sales are priced with reference to prices charged to external parties for similar orders.

– 9 –

Information regarding the Group’s reportable segments as provided to the Group’s most senior executive management for the purposes of resource allocation and assessment of segment performance for the years ended 31 December 2022 and 2021 is set out below.

Revenue from contracts with customers within the scope of HKFRS 15 Disaggregated by timing of revenue recognition Point in time Over time Revenue from other sources Revenue from external customers Reportable segment loss for the year Interest income – bank deposits – amounts due from associates Interest expense Depreciation and amortisation for the year Share of profits less losses of associates Share of profits less losses of joint ventures Impairment losses on associates Reportable segment assets Additions to non-current segment assets during the year Reportable segment liabilities Interests in associates Interests in joint ventures	Comprehensive development business 2022 2021 RMB’000 RMB’000 2,968,130 1,378,979 – – 2,968,130 1,378,979 91,469 73,077 3,059,599 1,452,056 (107,625) 112,536 22,800 24,155 132 1,649 (114,813) (115,594) (162,828) (175,805) 95,636 173,097 – – – – 19,670,119 20,742,486 203,086 65,190 10,295,022 11,776,530 899,263 789,682 – –	Equity investment and fund business 2022 2021 RMB’000 RMB’000 – – 10,722 6,267 10,722 6,267 – – 10,722 6,267 (1,806,105) (991,126) 294 82 – – (21,319) (22,520) – – (1,265,368) (320,129) (404,051) 88,742 (139,254) (750,000) 2,298,817 4,275,040 – – 1,061,652 1,300,813 1,225,448 2,817,485 706,395 1,137,901	Finance lease business 2022 2021 RMB’000 RMB’000 – – – – – – 2,130 15,805 2,130 15,805 3,696 8,693 5,968 1,034 – – (1,816) (3,991) – – – – – – – – 312,761 348,279 – – 42,868 45,565 – – – –	Total 2022 2021 RMB’000 RMB’000 2,968,130 1,378,979 10,722 6,267 2,978,852 1,385,246 93,599 88,882 3,072,451 1,474,128 (1,910,034) (869,897) 29,062 25,271 132 1,649 (137,948) (142,105) (162,828) (175,805) (1,169,732) (147,032) (404,051) 88,742 (139,254) (750,000) 22,281,697 25,365,805 203,086 65,190 11,399,542 13,122,908 2,124,711 3,607,167 706,395 1,137,901	Total 2022 2021 RMB’000 RMB’000 2,968,130 1,378,979 10,722 6,267 2,978,852 1,385,246 93,599 88,882 3,072,451 1,474,128 (1,910,034) (869,897) 29,062 25,271 132 1,649 (137,948) (142,105) (162,828) (175,805) (1,169,732) (147,032) (404,051) 88,742 (139,254) (750,000) 22,281,697 25,365,805 203,086 65,190 11,399,542 13,122,908 2,124,711 3,607,167 706,395 1,137,901
					1,385,246 88,882
					1,474,128
					(869,897)
					25,271 1,649 (142,105) (175,805) (147,032) 88,742 (750,000) 25,365,805
					65,190 13,122,908
					3,607,167
					1,137,901

– 10 –

(ii) Reconciliations of reportable segment profit or loss

2022 RMB’000 Reportable segment loss derived from Group’s external customers (1,910,034) Unallocated head office and corporate net expense (86,028) Consolidated loss for the year (1,996,062) (iii) Reconciliations of reportable segment assets and liabilities 2022 RMB’000 Assets Reportable segment assets 22,281,697 Unallocated head office and corporate assets 494,342 Consolidated total assets 22,776,039 2022 RMB’000 Liabilities Reportable segment liabilities 11,399,542 Unallocated head office and corporate liabilities 1,495,814 Consolidated total liabilities 12,895,356

2021 RMB’000 (869,897) (29,211) (899,108) 2021 RMB’000 25,365,805 976,958 26,342,763 2021 RMB’000 13,122,908 820,413 13,943,321

– 11 –

(iv) Geographic information

The following table sets out information about the geographical location of (i) the Group’s revenue from external customers and (ii) the Group’s investment property, property, plant and equipment, interests in leasehold land held for own use, intangible assets, and interests in associates and joint ventures and other financial assets (“ specified non-current assets ”). The geographical location of customers is based on the location at which the services were provided or the goods and properties sold. The geographical location of the specified noncurrent assets is based on the physical location of the assets, in the case of property, plant and equipment, interests in leasehold land held for own use and investment properties, the location of the operation to which they are allocated, in the case of intangible assets and other financial assets, and the location of operations, in the case of interests in associates and joint ventures.

Mainland China Hong Kong	Revenues from external customers 2022 2021 RMB’000 RMB’000 3,067,744 1,469,634 4,707 4,494 3,072,451 1,474,128	Specified non-current assets 2022 2021 RMB’000 RMB’000 5,418,314 9,118,270 481,886 552,461 5,900,200 9,670,731	Specified non-current assets 2022 2021 RMB’000 RMB’000 5,418,314 9,118,270 481,886 552,461 5,900,200 9,670,731
			9,670,731

4 OTHER INCOME AND NET GAINS

(a) Other income

Interest income on financial assets measured at amortised cost: – bank deposits – amounts due from associates Total interest income Government grants Forfeiture income on deposit on pre-sale of properties	2022 RMB’000 37,900 132 38,032 1,952 370 40,354	2021 RMB’000 42,542 1,649
		44,191 10,285 548
		55,024

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(b) Other net (losses)/gains

Net fair value gain on equity securities Reversals of impairment losses on finance lease receivables and trade and other receivables Penalties for delayed delivery of properties Net exchange (loss)/gain Net (loss)/gain on disposal of property, plant and equipment Net gain on disposal of investment properties Others	2022 RMB’000 56,351 3,508 (56,677) (35,059) (4) – (839) (32,720)	2021 RMB’000 38,700 1,051 – 25,254 1,516 52,144 (400) 118,265

5 LOSS BEFORE TAXATION

Loss before taxation is arrived at after charging/(crediting):

(a) Finance costs

Interest on bank and other loans Interest on lease liabilities Interest on loans from related parties and non-controlling interests Total interest expense Less: amount capitalised*	2022 RMB’000 209,016 661 115,715 325,392 (185,035) 140,357	2021 RMB’000 176,829 752 102,259 279,840 (130,624) 149,216

• The borrowing costs have been capitalised at a weighted average rate of 3.86% (2021: 3.56%) per annum.

– 13 –

(b) Staff costs

Salaries, wages and other benefits Contributions to defined contribution retirement plan Less: amount capitalised under property development projects and construction in progress Total staff costs expensed during the year (c) Other items Amortisation of intangible assets Depreciation – owned property, plant and equipment – right-of-use assets Total depreciation expense Less: amount capitalised to construction in progress Auditors’ remuneration – audit services – other services Rentals income from investment properties less direct outgoings of RMB2,560,000 (2021: RMB2,488,000)	2022 RMB’000 195,105 16,264 211,369 (31,483) 179,886 2022 RMB’000 9,122 97,826 81,256 179,082 (4,089) 174,993 4,357 534 4,891 88,909	2021 RMB’000 226,826 14,650 241,476 (36,255) 205,221 2021 RMB’000 9,126 101,560 88,961 190,521 (4,089) 186,432 4,438 1,976 6,414 70,589

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6 INCOME TAX IN THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS

(a) Taxation in the consolidated statement of profit or loss represents:

Current tax Provision for corporate income tax (“CIT”) for the year (i) (Over)/under-provision in respect of prior years Withholding tax (iii) PRC land appreciation tax (“PRC LAT”) (ii) Deferred tax Origination and reversal of temporary differences	2022 RMB’000 119,789 (463) 1,758 121,084 24,720 145,804 (38,482) 107,322	2021 RMB’000 55,417 339 – 55,756 12,628 68,384 (11,432) 56,952

(i) CIT

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 (2021: Nil).

No provision for Hong Kong Profits Tax is required since the Group has no assessable profit for the years ended 31 December 2022 and 2021.

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 at 25% (2021: 25%).

– 15 –

(ii) PRC LAT

PRC LAT is levied at progressive rates ranging from 30% to 60% on the appreciation of land value, being the proceeds of sales of properties less deductible expenditures including lease charges of land use rights and all property development expenditures, which is included in the consolidated statement of profit or loss as income tax. The Group has estimated the tax provision for PRC LAT according to the requirements set forth in the relevant PRC tax laws and regulations. The actual PRC LAT liabilities are subject to the determination by the tax authorities upon completion of the property development projects and the tax authorities might disagree with the basis on which the provision for PRC LAT is calculated.

(iii) Withholding tax

A withholding tax of 10% is levied on the overseas subsidiaries in respect of dividend distributions arising from profit of PRC subsidiaries earned after 1 January 2008. Under the China-Hong Kong Tax Treaty and the relevant regulations, a qualified Hong Kong tax resident which is the “beneficial owner” and holds 25% equity interests or more of a PRC enterprise is entitled to a reduced withholding tax rate of 5%. Some overseas subsidiaries of the Group are entitled to a reduced withholding tax rate of 5%.

During the year, withholding tax of the dividend distributed by a subsidiary in mainland China amounted to RMB1,758,000 (2021: Nil).

(b) Reconciliation between tax expense and accounting loss at applicable tax rates:

Loss before taxation Notional tax on profit before taxation, calculated at the rate of 25% Tax effect of non-deductible expenses Tax effect of non-taxable income Tax effect of temporary difference not recognised Tax effect of temporary difference not previously recognised (Over)/under-provision in respect of prior years PRC LAT Tax effect of PRC LAT Income tax expense	2022 RMB’000 (1,888,740) (472,185) 485,926 (17,855) 94,921 (1,562) (463) 88,782 24,720 (6,180) 18,540 107,322	2021 RMB’000 (842,156) (210,538) 263,795 (22,829) 20,934 (4,224) 339 47,477 12,628 (3,153) 9,475 56,952

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7 BASIC LOSS PER SHARE

(a) Loss attributable to ordinary shareholders of the Company

Loss attributable to equity holders of the Company Less: profit attributable to the holders of perpetual capital securities Loss attributable to ordinary shareholders (b) Weighted average number of ordinary shares Issued ordinary shares	2022 RMB’000 (1,912,536) (245,387) (2,157,923) 2022 ’000 748,366	2021 RMB’000 (883,252) (228,725) (1,111,977) 2021 ’000 748,366

No dilutive loss per share is presented as there were no dilutive potential ordinary shares in issue during both years.

– 17 –

8 TRADE AND OTHER RECEIVABLES

Trade receivable – Amounts due from third parties Less: loss allowance Other receivables (note (i)): – Amounts due from associates – Amount due from an intermediate parent – Amounts due from fellow subsidiaries – Amounts due from third parties Less: loss allowance Financial assets measured at amortised cost Prepaid taxes (note (ii)) Prepayment for land use rights Deposits and other prepayments	2022 RMB’000 5,292 (294) 4,998 14,478 1,094 2,648 36,779 54,999 (55) 54,944 59,942 275,919 – 19,463 355,324	2021 RMB’000 6,626 (320) 6,306 13,690 1,094 10,467 62,016 87,267 (53) 87,214 93,520 302,372 2,311,958 15,309 2,723,159

Notes:

• (i) Except for amounts of RMB4,377,000 (2021: RMB4,006,000) which are interest-bearing at 2.5% (2021: 2.5%) per annum, the amounts due from associates, an intermediate parent, fellow subsidiaries and other related parties are unsecured, non-interest bearing and repayable on demand.

• (ii) As at 31 December 2022, the prepaid taxes include CIT amounting to RMB11,903,000 (2021: RMB32,817,000) and LAT amounting to RMB62,593,000 (2021: RMB32,625,000).

• (iii) As at 31 December 2022, all of the trade and other receivables, and deposits are expected to be recovered within one year.

– 18 –

Ageing analysis

As at the end of the reporting period, the ageing analysis of trade debtor’s receivable (which are included in trade and other receivables), based on the invoice date and net of allowance for doubtful debts, is as follows:

Within 1 year 9 TRADE AND OTHER PAYABLES Trade creditors: – Amounts due to fellow subsidiaries – Amounts due to third parties Other payables and accruals: – Amounts due to associates – Amounts due to fellow subsidiaries – Amounts due to intermediate parents – Amounts due to third parties Interest payables: – Amount due to an associate – Amount due to an intermediate parent – Amounts due to fellow subsidiaries – Amounts due to non-controlling interests – Amounts due to third parties Financial liabilities measured at amortised cost Deposits (note)	2022 RMB’000 4,998 2022 RMB’000 9,231 862,107 871,338 219,463 346,834 391,214 530,261 1,487,772 36,662 41,455 380 141,474 7,524 227,495 2,586,605 102,902 2,689,507	2021 RMB’000 6,306
		2021 RMB’000 – 646,423
		646,423
		221,443 346,453 – 620,781
		1,188,677
		18,331 53,619 71 76,110 26,023
		174,154
		2,009,254 92,435
		2,101,689

– 19 –

Note: As at 31 December 2022, except for the deposit of RMB3,011,000 (2021: RMB45,253,000) which is expected to be settled after one year, the remaining deposit, other payables and accrued expenses are expected to be settled within one year.

As at 31 December 2022, the deposit of disposal of Shanghai Shouchi Enterprise Management Ltd. amounted to RMB60,000,000 (2021: Nil).

As at 31 December 2021, the deposit payable to fellow subsidiaries amounted to RMB12,000,000.

Ageing analysis

As at 31 December 2022, the ageing analysis of trade creditors payable, based on the invoice date, are as follows:

Within 1 year 1 to 2 years 2 to 3 years Over 3 years	2022 RMB’000 853,066 16,011 15 2,246 871,338	2021 RMB’000 641,786 2,391 2,083 163
		646,423

– 20 –

MANAGEMENT DISCUSSION AND ANALYSIS

OPERATING RESULTS AND BUSINESS REVIEW

In 2022, the global economy continued to decline, external demand environment underwent major changes, and major adjustments were made to the management and control policies of the real estate industry and fund business. Facing the impact of the deteriorating external operating environment, the overall pressure on operating conditions of the industry, volatility of the pandemic and low market sentiment, the Group focused on implementing lean management and enhancing value creation in 2022. The Group enhanced its asset management capabilities, prevented and defused major risks, revitalized existing assets and broadened sources of liquidity. The Group overcame the cost pressure of Hong Kong Interbank Offered Rate’s continuous rise through debt replacement and debt structure optimization, keeping capital costs at a low level, and continued to strengthen the empowerment of invested companies to promote mutual benefit and win-win results. The Group adhered to “long-termism” in project construction and industrial investments, and insisted on sustainable development.

As of 31 December 2022, the Group’s total assets were approximately RMB22.776 billion, and its operating revenue for the Current Period was approximately RMB3.072 billion, an increase of approximately 108.4% over the same period in 2021, which was mainly due to the increase in revenue carried forward from comprehensive development projects. The loss attributable to the equity holders of the Company for the Current Period was approximately RMB1.913 billion, as compared to RMB883 million for the same period in 2021. The increase in loss is primarily attributable to, among other things, (i) due to macro-control measures on industry and continued decline in the market environment of the real estate industry, certain of the Group’s associates and a joint venture incurred substantial loss in their financial performance resulting from provisions for impairment of inventories, receivables and investments; (ii) based on the prudence principle, provisions were made for impairment loss of inventories in certain of the Group’s comprehensive development projects, and for impairment loss of investment in an associate; and (iii) the loss recorded by the hotel and apartment leasing business, which was impacted by the pandemic control measures.

Comprehensive Development Business

In 2022, the real estate industry faced unprecedented challenges due to volatility of the pandemic in many places and the weakening momentum of medium and long-term housing demand. During the Current Period, demand-side policies and the credit environment continued to improve, and the real estate market was still undergoing in-depth adjustments. With the official implementation of the “Three Arrows” policy for real estate at the end of the year, short-term corporate financing channels have been opened, and multiple regulatory agencies have released positive news one after another. However, the residents’ income expectations are weak at this stage and the wait-and-see sentiment for house purchases has not yet changed significantly. Therefore, scientific decisionmaking, precise marketing and destocking will still be the key to the sustainable development of enterprises.

– 21 –

Relying on OCT’s brand and resource advantages in cultural tourism and real estate, the Group made its presence in cities in the core metropolitan areas of the Yangtze River Delta + GuangdongHong Kong-Macao Greater Bay Area. It holds comprehensive development projects in Hefei, Shanghai, Chongqing, Zhongshan, etc., with land reserves totaling 852,300 square meters and the remaining developable groor floor space of 904,300 square meters.

In 2022, the Hefei Airport International Town project actively explored new marketing models, increased sales efforts in key links and carried out multi-channel marketing through the cloud digital platform. The project achieved satisfactory growth in annual sales, ranking No. 1 in the region in terms of sales. The Group acquired more than 2,000 mu of land in Hefei Airport International Town. At present, a commercial system integrating community, commerce, microvacation and industrial office has been formed. Located in the Hefei Science and Technology Innovation Demonstration Zone, the Hefei Airport International Town is a demonstration project for the city-industry integration created by the Group. With the coordinated development with Changxin Memory Technologies, a key enterprise in the integrated circuit industry, and Hefei Xinqiao Electric Vehicle Industrial Park, this project will continue to contribute to the profits of the Group in the future.

In 2022, the Shanghai Suhewan project was impacted by the COVID-19 pandemic, which brought severe challenges to the hotel and apartment leasing business and caused a sharp decrease in the hotel occupancy rate during the Current Period. The Group endeavours to facilitate the daily life of tenants and solve their difficulties when the apartments in Shanghai were under closedloop management. After the resumption of work and production, the Group formulated a series of measures to boost the leasing performance of apartments in Shanghai, and these efforts and measures have started to deliver results. As of 31 December 2022, the Group had 133 apartments in the Shanghai Suhewan project, with an occupancy rate of approximately 57.1%, and the number of apartments leased out increased by approximately 84.5% year-on-year.

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Further information of the Group’s comprehensive development projects are as follows:

No.	1		2	3		4		5	6
Project name	Phase I of	Phase II	of	Hefei OCT	Shanghai		Chongqing OCT		Zhongshan
	Hefei Airport	Hefei	Airport	Bantang Hot	Suhewan		Land Project		Yuhong
	International	International		Spring Town	Project (Note)				Project
	Town Project	Town	Project	Project
Location	Hefei Xinqiao	Hefei Xinqiao		Chaohu	Jing’an	District,	Chongqing		Zhongshan
	Science and	Science and		Economic	Shanghai		Liangjiang		Torch
	Technology	Technology		Development			New Area		Industrial
	Innovation	Innovation		Zone					Development
	Demonstration	Demonstration							Zone
	Zone	Zone
Use of land	Residential +	Residential +		Residential +	Residential +		Residential		Residential
	Commercial +	Commercial		Commercial +	Commercial +
	Hotel			Hotel	Hotel
Shareholding ratio	51%	51%		51%	50.50%		49%		21%
Area of land (ten	69.5	60.9		41.5	7.1		18		9.1
thousand m2, full
calibre)
Gross floor area (ten	84.8	74.5		34.5	43		44		27.2
thousand m2, full
calibre)
Acquisition method	Listing-for-sale	Listing-for-sale		Listing-for-sale	Equity		Listing-for-sale		Equity
	bidding	bidding		bidding	acquisition		bidding		acquisition
Progress of project	Being marketed	Being marketed		Being marketed	Being marketed		Being marketed		Being marketed
Total saleable area	57.1	6.5		4.00	20.7		61.6		20.9
being launched
(ten thousand m2,
full calibre)
Accumulated sales	45.9	1.6		0.33	16.8		41.9		16.1
area (ten thousand
m2, full calibre)
2022 contracted sales	7.2	1.6		0.03	0.1		3.5		4.2
area (ten thousand
m2, full calibre)
2022 contracted sales	9.6	2.1		0.05	0.4		3.6		7.2
amount (RMB100
million)

Note: The Group intends to dispose of 51% equity interests in Shanghai Shouchi Enterprise Management Ltd.. The proposed disposal has been approved by the Company’s shareholders. See also “Important Events” below.

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Industrial Park Projects

The Group has three industrial park projects in Huizhou, Guangdong and Suzhou, Jiangsu. As of 31 December 2022, the leasable area of the industrial parks was 160,600 square metres.

In 2022, the industrial parks provided full-process consulting and services for enterprises from entering the park to daily management, initially building a smart park service system. The operation of the industrial parks was stable and well-run, with a comprehensive occupancy rate of approximately 96.5%. The revenue in the Current Period derived therefrom was approximately RMB28.49 million, an increase of approximately 5.43% over the same period in 2021, making continuous revenue contributions to the Group.

During the Current Period, the Group recorded revenue of approximately RMB3.06 billion from the comprehensive development business, a year-on-year increase of approximately 111.0%. The segment loss attributable to equity holders of the Company was approximately RMB24 million, a year-on-year decrease of approximately 118.8%, primarily due to some projects suffering large losses due to the impact of the pandemic control measures and the provision for inventory impairment of some projects made by the Company due to the market downturn.

Equity Investment and Fund Business

In 2022, the equity investment market in China developed steadily as a whole. According to the 2022 China Equity Investment Market Research Report released by the Zero2IPO Research Center, the total amount of funds raised throughout the year remained stable, but the average fund-raising scale of a single fund continued to decline, and the bi-polarization trend remained significant. Institutional fundraising is confronted with escalating additional conditions and qualification requirements, making it difficult for most small and medium-sized institutions without state-owned assets or industrial backgrounds to raise large-amount project funds and special funds.

Being the only overseas listed company under OCT Group, a large state-owned central enterprise, the Group has its equity investment and fund business rooted in advantageous areas, such as the Guangdong-Hong Kong-Macao Greater Bay Area and the Yangtze River Delta Economic Circle. With its investment focused on the “cultural tourism + technology” industrial ecosystem, the Group fully utilised the advantages of industrial capital investment and mergers and acquisitions, enhanced investment management capabilities, and improved the post-investment empowerment effect to promote the rapid development of the invested companies, thereby achieving an all-win situation.

– 24 –

The total size of funds managed and invested by the Group amounted to RMB4.37 billion by the end of 2022, and the size of actively managed funds was RMB1.5 billion. During the Current Period, two funds under the Group completed the filing with the Asset Management Association of China. In terms of fund investments, the funds actively managed by the Group, which focuses on the upstream and downstream of the OCT industrial chain, successfully invested in companies such as Kandao Technology (看到科技) (a company admitted into the national list of “little giant” firms recognized as specialized and sophisticated enterprises that produce new and unique products). In terms of fund management, the Group has actively stepped up the business synergy between the invested companies and the parent company to achieve capital empowerment, and coordinated as well as expanded the cooperation between the invested companies and multiple companies under the parent company to achieve a win-win situation. The related VR and live broadcast technology of Kandao Technology has been applied in Happy Valley Theme Park under the parent company, and the cooperation between Mini World IP and Happy Valley Theme Park under the parent company in the creation of themed attractions and themed performances in scenic spots has been implemented in Shenzhen Happy Valley. Some projects invested by the Group’s funds have achieved a satisfactory increase in valuation. In terms of fund exit, the funds managed and participated in by the Group have recorded a total cash withdrawal of more than RMB20 million. One of the companies invested by the funds that the Group participated in has completed the IPO meeting of the STAR Market, while the application made by one company for listing on the STAR Market has been accepted, and two have signed a listing guidance agreement, opening up the main channel for future exit.

In 2022, the Group expanded its market influence and won multiple awards in the capital market industry including “2021[–] 2022 China’s Most Growth Investment Institutions in the New Generation Information Technology Field (2021[–] 2022年度中國新一代信息技術領域最具成長 性投資機構)”, “2022 Top 100 Venture Capital Institutions in China (2022年度中國創業投資機 構TOP100)” and “Best State-owned Investment Institutions in 2022 (2022年度中最佳國資投資 機構)” of Chinese Venture, and the Golden Investment Prize of China Venture Capital Research Institute[–] “2022 Top 50 Chinese State-Owned Influential Investment Institutions (2022年度中國 國資影響力投資機構TOP50)”, “2022 Top 30 Best Investment Institutions in China’s Intelligent Manufacturing Field (2022年度中國最佳智能製造領域投資機構TOP30)” and “2022 China’s Top 50 Influential VC Investment Institutions (2022年度中國影響力VC投資機構TOP50)”.

During the Current Period, the segment loss attributable to the equity holders of the Company was approximately RMB1.806 billion, representing an increase of approximately 82.2% in loss compared to the same period last year. The increase in loss is primarily attributable to the substantial loss incurred by certain of the Group’s associates and joint ventures in the financial performance as a result of provisions for impairment of inventories, receivables due to macrocontrol measures on industry and continued decline in the market environment of the real estate industry. Based on the prudence principle, provisions were made by the Group for the impairment losses on investment in an associate.

– 25 –

Finance Lease Business

In order to better concentrate resources and promote strategic transformation, the Group no longer expands new financial leasing business. During the Current Period, the revenue of the finance lease business was approximately RMB2.13 million, and the segment profit attributable to equity holders of the Company was approximately RMB3.70 million, a decrease of approximately 57.4% over the same period in 2021, which was mainly due to the decrease in revenue of the finance lease business which was in the final stage of exit.

FINANCIAL REVIEW

As of 31 December 2022, the Group’s total assets amounted to approximately RMB22.776 billion, representing a decrease of approximately 13.5% as compared to approximately RMB26.343 billion as of 31 December 2021; and the Group’s total equity amounted to approximately RMB9.881 billion, representing a decrease of approximately 20.3% over RMB12.399 billion as at 31 December 2021.

For the Current Period, the Group realized revenue of approximately RMB3.072 billion, representing an increase of approximately 108.4% as compared to approximately RMB1.474 billion for the same period of 2021, of which, the revenue of the comprehensive development business was approximately RMB3.06 billion, representing an increase of approximately 111.0% compared to approximately RMB1.45 billion for the same period of 2021, primarily due to the increase in revenue carried forward from the Hefei Airport International Town Project; and revenue of the finance lease business amounted to approximately RMB2.13 million, representing a decrease of approximately 86.5% compared to approximately RMB15.81 million for the same period of 2021, primarily due to the business being in the final stage of exit in the Current Period.

For the Current Period, Group’s gross profit margin was approximately 10.5% (2021: approximately 20.6%), representing a decrease of 10.1 percentage points compared to the same period of 2021, of which, the gross profit margin of the comprehensive development business was approximately 10.5%, representing a decrease of 9.2 percentage points compared to the same period of 2021, mainly due to the losses incurred by the hotel and apartment leasing business under the impact of the pandemic control measures in Shanghai and the provisions for inventory impairment made by some real estate projects due to market downturn. Although the performance of the real estate business and commercial leasing business during the Current Period was better than that of the same period of 2021, the overall gross margin remained lower than the same period of 2021; and the gross profit margin of the finance lease business was approximately 97.4%, representing an increase of 23.4 percentage points compared to the same period of 2021, mainly because the financial lease business was in the final stage of exit and the funds had been basically recovered, resulting in a significant drop of interest costs.

– 26 –

For the Current Period, loss attributable to equity holders of the Company was approximately RMB1.913 billion as compared to the loss of approximately RMB883 million for the same period of 2021.

Among these, loss attributable to the comprehensive development business was approximately RMB24 million, compared with a profit of approximately RMB128 million in the same period of 2021, mainly attributable to the facts that the hotel and apartment leasing business suffered losses due to the pandemic control measures throughout 2022 and some real estate projects made provision for impairment losses on inventory.

Loss attributable to the equity investment and fund business was approximately RMB1.806 billion (2021: loss of approximately RMB991 million), representing an increase of approximately 82.2% compared to the same period of 2021, mainly attributable to the facts that some of the Group’s associates and joint ventures incurred substantial losses due to the provision for impairment losses on inventories, accounts receivable and investment resulting from the macro-control measures on industry and the continued decline of the market environment of the real estate industry, and the Group made provision for impairment loss on the investment in an associate under the principle of prudence.

Profit attributable to the finance lease business was approximately RMB3.70 million (2021: approximately RMB8.69 million), representing a decrease of approximately 57.4% compared to the same period of 2021, mainly attributable to a decrease in the revenue of the finance lease business.

The provisions for investment impairment in the equity investment and fund business of the Group for the Current Period based on the principle of prudence and the provision for inventory impairment in the comprehensive development business will not have a significant impact on the Group’s current overall business operations and cash flow, and the revenue of the comprehensive development business segment increased significantly in 2022. The financing costs of the Group have been maintained at a low level for a long time, and the overall financial position is relatively stable.

For the Current Period, the basic loss per share attributable to equity holders of the Company was approximately RMB2.88 (2021: basic loss per share of approximately RMB1.49), representing an increase of approximately RMB1.39 compared to the same period of 2021. The losses for the year were approximately RMB1.996 billion (2021: losses of approximately RMB899 million), representing an increase of approximately RMB1.097 billion compared to the same period of 2021, mainly due to the facts that the hotel business suffered losses due to the impact of the pandemic control measures, some real estate projects made provision for inventory impairment losses due to the impact of the deteriorating real estate market and some associates of the Group incurred losses, and the Group made provision for impairment loss on investment in an associate due to the macro-control measures on the real estate industry and the continued decline of the market environment of the real estate industry.

– 27 –

Distribution Costs and Administrative Expenses

The Group’s distribution costs for the Current Period were approximately RMB80 million (2021: approximately RMB89 million), representing a decrease of approximately 10.1% compared to the same period of 2021.

The Group’s administrative expenses for the Current Period were approximately RMB285 million (2021: approximately RMB273 million), representing an increase of approximately 4.4% as compared to the same period of 2021, of which, administrative expenses of the comprehensive development business were approximately RMB213 million (2021: approximately RMB189 million), representing an increase of approximately 12.7% as compared to the same period of 2021, which was mainly due to the increase in property management fees of some projects; administrative expenses of the finance lease business were approximately RMB4.13 million (2021: approximately RMB0.71 million), representing an increase of approximately 481.7% as compared to the same period of 2021, which was mainly due to the sharing of administrative expenses at the headquarters; and administrative expenses of the equity investment and fund business were approximately RMB19.51 million (2021: approximately RMB18.27 million), representing an increase of approximately 6.8% as compared to the same period of 2021, which was mainly due to the increase in brokerage fees.

Interest Expenses

The Group’s interest expenses for the Current Period were approximately RMB140 million (2021: approximately RMB149 million), representing a decrease of approximately 6.0% as compared to the same period of 2021, of which, interest expenses of the comprehensive development business were approximately RMB115 million (2021: approximately RMB116 million), representing a decrease of approximately 0.9% as compared to the same period of 2021, mainly due to the decrease in the weighted average amount of loans; interest expenses of the finance lease business were approximately RMB1.82 million (2021: approximately RMB3.99 million), representing a decrease of approximately 54.4% as compared to the same period of 2021; and interest expenses of the equity investment and fund business were approximately RMB21.32 million (2021: approximately RMB22.52 million), representing a decrease of approximately 5.3% as compared to the same period of 2021, mainly due to the decrease in the weighted average amount of loans.

Dividends

The Board did not recommend the payment of a final dividend for the year ended 31 December 2022 (2021: Nil) after considering the Company’s long-term development and active participation in potential investment opportunities.

– 28 –

Liquidity, Financial Resources and Capital Structure

The total equity of the Group as at 31 December 2022 was approximately RMB9.881 billion (31 December 2021: approximately RMB12.399 billion); current assets were approximately RMB16.728 billion (31 December 2021: approximately RMB16.454 billion); and current liabilities were approximately RMB10.378 billion (31 December 2021: approximately RMB10.914 billion). The current ratio was approximately 1.61 as at 31 December 2022, representing an increase of approximately 0.1 as compared to that as at 31 December 2021 (31 December 2021: approximately 1.51), mainly due to the decrease in the weighted average balance of short-term bank borrowings in 2022. The Group generally finances its operations with internally generated cash flow, credit facilities provided by banks and shareholder’s loans.

As at 31 December 2022, the Group had outstanding bank and other loans of approximately RMB4.733 billion, without fixed rate loans in RMB (31 December 2021: outstanding bank and other loans of approximately RMB5.747 billion, with fixed rate loans in RMB of approximately RMB1.935 billion). As at 31 December 2022, the interest rates of bank and other loans of the Group ranged from 3.30% to 5.95% per annum (31 December 2021: ranged from 1.31% to 4.75% per annum). Some of those bank loans were secured by certain assets of the Group and corporate guarantees provided by certain related companies of the Company. The Group’s gearing ratio (being the total borrowings including bills payable and loans divided by total assets) was approximately 30.1% as at 31 December 2022, representing a decrease of approximately 0.6 percentage points as compared with that of approximately 30.7% as at 31 December 2021, which was mainly due to the decrease in bank and other loans.

As at 31 December 2022, approximately 47.3% of the total amount of outstanding bank and other loans of the Group amounting to approximately RMB2.238 billion was denominated in Hong Kong Dollars (31 December 2021: approximately 37.9%); and approximately 52.7% amounting to approximately RMB2.495 billion was denominated in Renminbi (31 December 2021: approximately 62.1%). As at 31 December 2022, approximately 0.1% of the total amount of cash and cash equivalents of the Group was denominated in United States dollars (31 December 2021: approximately 0.1%); approximately 97.5% was denominated in Renminbi (31 December 2021: approximately 90.7%); and approximately 2.4% was denominated in Hong Kong dollars (31 December 2021: approximately 9.2%).

The Group’s liquidity position remains relatively stable. The Group’s transactions and monetary assets are principally denominated in Renminbi, Hong Kong Dollars and United States Dollars. For the Current Period, the Group has not experienced any material difficulties in or effects on its operations or liquidity as a result of fluctuations in currency exchange rates. The Group did not enter into any foreign exchange forward contracts and other material financial instruments for hedging foreign exchange risk purposes for the Current Period.

– 29 –

Contingent Liabilities

The Group has entered into agreements with certain banks with respect to mortgage loans provided to buyers of the property units. Pursuant to the mortgage agreements signed between the Group and the banks, the guarantee will be released upon the issuance of the individual property ownership certificate. Should the mortgagors fail to pay the mortgage monthly instalment before the issuance of the individual property ownership certificate, the banks could draw down the security deposits up to the amount of outstanding mortgage installments and demand the Group to repay the outstanding balance if the deposit balance is insufficient.

The amount of guarantee deposits required varies among different banks, but is usually within a range of 0% to 5% of the mortgage loans granted to buyers, with a prescribed capped amount.

The management does not consider it probable that the Group will sustain a loss under these guarantees over the term of the guarantee as the bank has the right to sell the properties and recover the outstanding loan balance from the sale proceeds if the property buyers default on payment. The management also considers that the market value of the underlying properties can cover the outstanding mortgage loans guaranteed by the Group. Therefore, no liabilities are recognised in respect of these guarantees.

As at 31 December 2022, guarantees given by financial institutions for mortgage facilities granted to buyers of the Group’s properties amounted to approximately RMB936 million in total (31 December 2021: approximately RMB498 million).

EMPLOYEES AND REMUNERATION POLICY

As at 31 December 2022, the Group employed 556 full-time staff in total. The basic remunerations of the employees of the Group are mainly determined with reference to the industry’s remuneration benchmark, the employees’ experience and their performance, and equal opportunities are offered to all staff members. Staff salaries are maintained at a competitive level and are reviewed periodically (and not less frequent than annually), with reference to the relevant labour market and the economic situation. The remunerations of the Directors are determined according to the Group’s remuneration policies and taking into account a variety of factors such as responsibilities assumed by each Director, his/her qualifications and experiences, and the prevailing market conditions. The Company currently does not maintain any share scheme under Chapter 17 of the Rules (the “ Listing Rules ”) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”). Apart from the basic remuneration and statutory benefits, the Group also provides bonuses to the staff based upon the Group’s results and their individual performance.

– 30 –

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 during the Current Period. The Group maintains a good relationship with its employees in general. Most members of the senior management have been working for the Group for many years.

IMPORTANT EVENTS

Proposed Disposal of Partial Interests in Shouchi Enterprise Through Public Tender

Overseas Chinese Town (Shanghai) Land Company Limited (an indirect non-wholly-owned subsidiary of the Company) (“ OCT Shanghai Land ”) intends to dispose of 51% equity interests in Shanghai Shouchi Enterprise Management Ltd. (“ Shouchi Enterprise ”) through public tender to be conducted on the China Beijing Equity Exchange at a tender base price not lower than approximately RMB585 million, and to enter into a joint venture arrangement with the final purchaser. The formal process of the public tender has been commenced, and information about the proposed disposal has been released on the website of the China Beijing Equity Exchange to commence the publication period. As of the date of this announcement, the disposal was still in the process of public tender. Completion and timing of the proposed disposal will depend on the responses from the public tender. The Company currently expects that the publication period will be completed in or around the second quarter of 2023, and will make further announcement(s) on the proposed disposal after the public tender is completed, when the final consideration and the identity of the purchaser are confirmed. For further details, please refer to the circular of the Company dated 25 October 2022.

Entering into the Ancillary Agreement for Cayman Fund

On 30 December 2022, the Company, City Legend International Limited, HNW Investment Fund Series SPC, Century Ginwa Retail Holdings Limited, Kinetic Creation Global Investments Limited, CCB International Asset Management Limited and Xi’an OCT Land Co., Ltd. and City Turbo Limited entered into an ancillary agreement for the Cayman Fund (relating to the Group’s subscription of a Cayman Fund in December 2020) under which, subject to all parties to the ancillary agreement obtaining all requisite approvals, the Company will (or will procure its designated third party to) provide the financial support. For further details, please refer to the announcement of the Company dated 30 December 2022.

Investment in B.Duck Semk in 2021

The Group invested in B.Duck Semk Holdings International Limited (“ B.Duck Semk ”) in 2021. B.Duck Semk completed its listing on the Stock Exchange in January 2022, and has informed the Group of its fulfillment of its performance targets for 2022. For further details, please refer to the announcement of the Company dated 7 July 2021.

– 31 –

SIGNIFICANT INVESTMENTS, MATERIAL ACQUISITIONS AND DISPOSALS

Save as disclosed in this announcement, the Group had no significant investments held, nor material acquisitions and disposal of subsidiaries, associates or joint ventures during the Current Period.

OUTLOOK FOR 2023

In 2023, the Group will seize the opportunities brought by the overall improvement of the macroeconomy and the gradual stabilization of the real estate market, adhere to lean management and focus on strengthening and optimizing the main business. The Group will revitalize the existing assets and adjust the structure, enhance the ability of asset management and capital operation, and strengthen risk prevention and control and improve operating efficiency under the principle of prudent operation. The Group will also actively explore the organic combination of asset management and capital operation advantages, and empower the main business through investments, so as to contribute new strength to its high-quality development.

In 2023, in terms of the comprehensive development business, the Group will seize the policy window period and accelerate the sales of inventory. It is expected that approximately 255,300 square meters of residential properties will be for sale throughout the year. The Group will continue to focus on projects in core cities of the Yangtze River Delta and the Guangdong-Hong Kong-Macao Greater Bay Area, and will select the best from the best, so as to achieve steady, high-quality and sustainable development.

The Group will continue to expand the management and operation of characteristic industrial parks, aiming to continuously consolidate and improve service quality. The Group will also push ahead to promote the construction and pre-sale of the Huizhou OCT Entrepreneurship and Innovation Industrial Park project. The project is expected to be completed in 2024, providing an estimated additional lease area of approximately 93,000 square meters, and will actively explore the asset-light operation mode of the industrial parks.

– 32 –

In 2023, in the equity investment and fund business, the Group is fully supported by OCT’s industrial resource advantage. With a diversified fund product matrix preliminarily formed, the Group will link emerging technologies and professionals in the industry and create an innovative ecosystem of funds with “mutual interaction and cross-industry integration” of multiple parties such as investors, FOFs, sub-funds and innovation and entrepreneurship projects and build a reserve of high-quality investment targets. The Group will also strengthen its post-investment empowerment to actively mobilize industrial resources and financial resources in promoting the development and growth of invested companies, and exit at the right time, constantly iterating the closed-loop management ability of “fundraising, investment, management and exit”.

PURCHASE, SALE OR REDEMPTION OF SHARES

During the Current Period, save as disclosed in this announcement, the Company or any of its subsidiaries has not purchased, sold or redeemed any of the listed shares in the Company.

CORPORATE GOVERNANCE REPORT

The Company believes that high standard corporate governance and highly efficient management team 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 and maintaining 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 improve the Company’s transparency in management. This includes timely, comprehensive and accurate disclosure of information of the Company to safeguard the shareholders’ interests and to raise long-term share value.

The Company had complied with all the applicable code provisions as set out in the Corporate Governance Code contained in Part 2 of Appendix 14 to the Listing Rules for the Current Period.

– 33 –

SECURITIES TRANSACTIONS BY DIRECTORS

The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers (the “ Model Code ”) set out in Appendix 10 to the Listing Rules as its code of conduct regarding Directors’ securities transactions. In response to specific enquiry by the Company, all Directors confirmed that they have complied with the Model Code at all applicable times during the Current Period.

AUDIT COMMITTEE

This announcement and audited financial statements of the Company for the Current Period had been reviewed by the Audit Committee of the Company before they were presented to the Board for approval.

By Order of the Board Overseas Chinese Town (Asia) Holdings Limited Zhang Dafan Chairman

Hong Kong, 31 March 2023

As at the date of this announcement, the Board comprises seven Directors, including three executive Directors namely Mr. Zhang Dafan, Mr. Wang Jianwen and Mr. Lin Kaihua, one nonexecutive Director namely Mr. Wang Wenjin and three independent non-executive Directors namely Ms. Wong Wai Ling, Mr. Lam Sing Kwong Simon and Mr. Chu Wing Yiu.

Certain Chinese names of institutions, natural persons or other entities or words have been translated into English and included in this announcement as unofficial translations for reference only. In the event of any inconsistency, the Chinese names shall prevail.

Certain figures in this announcement are subject to rounding adjustment.

– 34 –