RemeGen Co., Ltd. — Capital/Financing Update 2008

Jun 5, 2008

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase, or subscribe for the securities.

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

(incorporated in Cayman Islands with limited liability)

(Stock Code: 3366)

MAJOR AND CONNECTED TRANSACTION: ACQUISITION OF 51% EQUITY INTEREST AND THE SHAREHOLDER’S LOAN IN OCT INVESTMENTS LIMITED AND RESUMPTION OF TRADING

Financial Adviser

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SUMMARY

INTRODUCTION

Reference is made to the announcement of the Company dated 24 August 2007. On 24 August 2007, the Board announced that the Company entered into an agreement with the Vendor on 21 August 2007, pursuant to which the Company had acquired from the Vendor (i) 49 shares of OCT Investments, representing 49% equity interest of OCT Investments; and (ii) 49% of the then shareholder’s loan owed by OCT Investments to the Vendor at an aggregate consideration of HK$140,000,000. The August Acquisition constituted a discloseable transaction of the Company under Chapter 14 of the Listing Rules. The completion of the August Acquisition took place in October 2007. As at the date of this announcement, the Company is interested in 49% equity interest in OCT Investments, while the Vendor is interested in 51% equity interest in OCT Investments, which in turn, indirectly holds 25% equity interest in Chengdu OCT.

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THE ACQUISITION

On 2 June 2008 and 4 June 2008, the Company entered into the Share Transfer Agreement and the Supplemental Agreement with the Vendor, respectively, pursuant to which the Company has conditionally agreed to acquire and the Vendor has conditionally agreed to sell the Sale Shares and the Shareholder’s Loan at an aggregate consideration of HK$170 million, to be satisfied as below:

• (i) HK$50 million shall be payable by the Company to the Vendor in cash; and

• (ii) HK$120 million shall be satisfied by the Company to issue and allot 50 million Consideration Shares to the Vendor (or its nominee(s)).

If the issued share capital of the Company held by the public is less than 25% immediately upon the issue of the 50 million Consideration Shares, the Vendor agreed that the consideration of HK$170 million will instead be satisfied as follow:

• (i) HK$83 million shall be payable by the Company to the Vendor in cash; and

• (ii) HK$87 million shall be satisfied by the Company to issue and allot 36.25 million Consideration Shares to the Vendor (or its nominee(s)).

Upon Completion, together with the existing 49% equity interest in OCT Investments held by the Company as at the date of this announcement, the Company will be interested in the entire equity interest in OCT Investments, which in turn, indirectly holds 25% equity interest of Chengdu OCT.

As the applicable percentage ratios as defined in the Listing Rules exceed 25% but less than 100%, the Acquisition constitutes a major acquisition of the Company under Chapter 14 of the Listing Rules. The Vendor is an indirect controlling Shareholder, holding approximately 63.69% of the issued share capital of the Company through Pacific Climax at the date of this announcement. Under Chapter 14A of the Listing Rules, the Vendor is a connected person of the Company and therefore the Acquisition constitutes a connected transaction of the Company. The Acquisition is subject to the reporting and announcement requirements, and the approval of the Independent Shareholders at an extraordinary general meeting by way of poll under the Listing Rules. Pacific Climax and its associates are required to abstain from voting on the resolution(s) in respect of the Acquisition at the extraordinary general meeting.

A circular containing, among other things, details of the Acquisition together with the advice from the independent board committee of the Company and the independent financial adviser as well as a notice of the extraordinary general meeting will be despatched to the Shareholders as soon as practicable under the requirement of the Listing Rules.

RESUMPTION OF TRADING

At the request of the Company, trading in the Shares on the Stock Exchange was suspended with effect from 9:30 a.m. on Tuesday, 3 June 2008 pending the release of this announcement. An application has been made by the Company to the Stock Exchange for the resumption of trading in the Shares with effect from 9:30 a.m. on Thursday, 5 June 2008.

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INTRODUCTION

Reference is made to the announcement of the Company dated 24 August 2007. On 24 August 2007, the Board announced that the Company entered into an agreement with the Vendor on 21 August 2007 pursuant to which the Company had acquired from the Vendor (i) 49 shares of OCT Investments, representing 49% equity interest of OCT Investments; and (ii) 49% of the then shareholder’s loan owed by OCT Investments to the Vendor at an aggregate consideration of HK$140,000,000 (the “August Acquisition”). The August Acquisition constituted a discloseable transaction of the Company under Chapter 14 of the Listing Rules. The completion of the August Acquisition took place in October 2007. As at the date of this announcement, the Company is interested in 49% equity interest in OCT Investments, while the Vendor is interested in 51% equity interest in OCT Investments, which in turn, indirectly holds 25% equity interest in Chengdu OCT.

THE ACQUISITION

On 2 June 2008 and 4 June 2008, the Company entered into the Share Transfer Agreement and the Supplemental Agreement with the Vendor, respectively, pursuant to which the Company has conditionally agreed to acquire and the Vendor has conditionally agreed to sell the Sale Shares, representing 51% of the total issued share capital of OCT Investments, and the Shareholder’s Loan at an aggregate consideration of HK$170 million.

1. Principal terms of the Share Transfer Agreement (as amended and supplemented by the Supplemental Agreement)

The principal terms of the Share Transfer Agreement (as amended and supplemented by the Supplemental Agreement) are set out below:

Date

2 June 2008

Parties

Vendor: Overseas Chinese Town (HK) Company Limited, a company incorporated in Hong Kong and is beneficially wholly owned by OCT Group. The principal business activity of the Vendor is investment holding and its investments cover different areas of businesses such as paper-based packaging containers, hotels, tourism and property.

Purchaser: The Company.

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Subject matter of the Share Transfer Agreement

Pursuant to the Share Transfer Agreement, the Company has conditionally agreed to acquire and the Vendor has conditionally agreed to sell (i) the Sale Shares, representing 51% of the total issued share capital of OCT Investments, free from encumbrance and together with all rights now or hereinafter attached thereto including but not limited to all dividends declared in respect thereof on or after the date of the Share Transfer Agreement; and (ii) the Shareholder’s Loan. Upon Completion, together with the existing 49% equity interest in OCT Investments held by the Company as at the date of this announcement, the Company will be interested in the entire equity interest in OCT Investments, which in turn, holds the entire equity interest in Bantix International. Bantix International is an investment holding company. The sole investment held by Bantix International is the 25% equity interest in Chengdu OCT. Accordingly, the Company will be indirectly interested in 25% equity interest of Chengdu OCT. Upon Completion, OCT Investments will become a wholly owned subsidiary of the Company and its results will be consolidated into the consolidated financial statements of the Company while Chengdu OCT will be remained as an associated company of the Company and its result will be equity accounted for in the consolidated financial statements of the Company.

The consideration of the Acquisition

The aggregate consideration of the Acquisition payable by the Company to the Vendor on the Completion Date for the Acquisition shall be HK$170 million, of which:

• (i) HK$50 million is payable by the Company to the Vendor in cash; and

• (ii) HK$120 million shall be satisfied by the Company to issue and allot 50 million Consideration Shares to the Vendor (or its nominee(s)).

If the issued share capital of the Company held by the public is less than 25% immediately upon the issue of the 50 million Consideration Shares, the Vendor agreed that the consideration of HK$170 million will instead be satisfied as follow:

• (i) HK$83 million shall be payable by the Company to the Vendor in cash; and

• (ii) HK$87 million shall be satisfied by the Company to issue and allot 36.25 million Consideration Shares to the Vendor (or its nominee(s)).

The Company will make an announcement on the settlement method of the consideration for the Acquisition when the settlement method is confirmed.

The aggregate consideration of the Acquisition has been determined after arm’s length negotiations between the Company and the Vendor with reference to, among other things, (i) the audited net asset value of Chengdu OCT of RMB400 million (equivalent to approximately HK$449.44 million) as at 31 December 2007 prepared in accordance with the PRC accounting principles; (ii) the market value of the Land (as defined in the paragraph headed “Information on OCT Investments and Chengdu OCT” below) of approximately RMB2,612 million (equivalent to approximately HK$2,934.83 million) as at 30 April 2008 assuming a valid State-owned Land Use Certificate having been obtained by Chengdu OCT as appraised by Savills Valuation and Professional Services Limited; (iii) the net book value of the Land of approximately RMB1,833 million (equivalent to approximately HK$2,059.55 million) as at 30 April 2008; and (iv) the prospect of the Project which is further elaborated in the section headed “Information on OCT Investments and Chengdu OCT” below. The Directors intend to finance the cash payment of

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HK$50 million (in the case of issue of 50 million Consideration Shares) or HK$83 million (in the case of issue of 36.25 million Consideration Shares) by internal resources of the Group or bank loan(s).

The Directors considered that the aggregate consideration of the Acquisition is fair and reasonable and on normal commercial terms and that the entering into the Share Transfer Agreement (as amended and supplemented by the Supplemental Agreement) is in the interests of the Company and the Shareholders as a whole.

Conditions precedent of the Share Transfer Agreement

Completion of the Acquisition is conditional upon fulfillment of the conditions including but not limited to the following:

• (i) there being no material adverse impact on the legal, financial, commercial or trading position of the Target Group from the date of the Share Transfer Agreement up to and including the Completion Date;

• (ii) the Company being satisfactory with the due diligence results in relation to, inter alia, the finance, corporate, taxation, business, rights to its assets and all legal aspects of the Target Group;

• (iii) the Listing Committee of the Stock Exchange having granted the listing of, and permission to deal in, the Consideration Shares;

• (iv) the Share Transfer Agreement having fulfilled the requirements of the Stock Exchange, including but not limited to, the Company having obtained the approval by the Independent Shareholders at the extraordinary general meeting in respect of the Share Transfer Agreement and the transactions contemplated under the Share Transfer Agreement including the issue of the Consideration Shares; and

• (v) the issue of a legal opinion by the PRC legal advisers in relation to, inter alia, Chengdu OCT and/or the Project.

If the conditions precedent as set out in the Share Transfer Agreement have not been fulfilled or waived by the Company (other than conditions (iii) and (iv) which may not be waived) within 6 months from the date of the Share Transfer Agreement (or such later date as the parties to the Share Transfer Agreement may agree), the provisions of the Share Transfer Agreement (other than, among others, the confidentiality clause) shall become null and void.

Completion

Completion shall take place on the 15th Business Day after the fulfillment or waiver of the conditions precedent of the Share Transfer Agreement (or such other date as may be agreed between the Vendor and the Company before the Completion Date).

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2. Consideration Shares

The issue price of the Consideration Shares of HK$2.40 per Share represents:

• (i) a discount of approximately 4% over the closing price of HK$2.5 per Share as quoted on the Stock Exchange on the Last Trading Day;

• (ii) a premium of approximately 11.73% over the average of the closing prices of HK$2.148 per Share for the last five consecutive trading days up to and including the Last Trading Day;

• (iii) a premium of approximately 12.46% over the average of the closing prices of HK$2.134 per Share for the last ten trading days up to and including the Last Trading Day; and

• (iv) a premium of approximately 2.56% over the audited consolidated net asset value per Share of approximately RMB2.08 (equivalent to approximately HK$2.34) as at 31 December 2007 (as calculated by the total net assets of approximately RMB510,818,000 (equivalent to HK$573,953,000) and the number of Shares in issue of 246,000,000 as at 31 December 2007 based on the latest published audited consolidated financial statements of the Company for the year ended 31 December 2007).

The issue price of HK$2.40 per Consideration Share was arrived at by the Company and the Vendor after taking into account of the closing prices of the Shares and the audited consolidated net asset value per Share as at 31 December 2007 as shown above.

The 50 million Consideration Shares represents (i) approximately 19.86% of the existing issued share capital of the Company as at the date of this announcement; and (ii) approximately 16.57% of the issued share capital of the Company as enlarged by the allotment and issue of the 50 million Consideration Shares. The 36.25 million Consideration Shares represents (i) approximately 14.40% of the existing issued share capital of the Company as at the date of this announcement; and (ii) approximately 12.58% of the issued share capital of the Company as enlarged by the allotment and issue of the 36.25 million Consideration Shares.

Based on the closing price of HK$2.5 per Share on the Last Trading Day, the market value of the 50 million Consideration Shares was HK$125 million and the market value of the 36.25 million Consideration Shares was HK$90.63 million.

3. Special Mandate

The Company will seek the grant of a special mandate at the extraordinary general meeting to allot and issue the Consideration Shares which may fall to be allotted and issued upon Completion.

4. Listing application

An application will be made to the Stock Exchange for the listing of and permission to deal in the Consideration Shares which will rank pari passu with the existing Shares.

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5. Information on OCT Investments and Chengdu OCT

OCT Investments is a company incorporated in the British Virgin Islands with limited liability on 6 September 2005. As at the date of this announcement, OCT Investments has paid-up capital of US$100 (equivalent to approximately HK$780). As at the date of this announcement, the Vendor owned 51% equity interest in OCT Investments while the Company held the remaining 49% equity interest in OCT Investments. OCT Investments owed shareholders’ loans of approximately HK$48,913,524 and HK$46,996,846 to the Vendor and the Company, respectively, as at the date of the Share Transfer Agreement. The principal business activity of OCT Investments is investment holding. Save as holding the 100% equity interest in Bantix International, OCT Investments does not have any other investment or operations. Save for the loan from the shareholders of OCT Investments amounted to HK$95,910,370, OCT Investments does not have any other loan or liabilities to the Vendor or the Company or other creditors. The sole asset of Bantix International is the 25% equity interest in Chengdu OCT.

According to the financial information of OCT Investments for the year ended 31 December 2007 which was prepared in accordance with Hong Kong Financial Reporting Standards, the unaudited consolidated total assets of OCT Investments was approximately HK$102.51 million and the unaudited consolidated net assets of OCT Investments was approximately HK$6.6 million as at 31 December 2007. According to the financial information of OCT Investments for the year ended 31 December 2006 which was prepared in accordance with Hong Kong Financial Reporting Standards, OCT Investments did not generate any unaudited profit or loss (both before and after taxation and extraordinary items) for the year ended 31 December 2006. According to the financial information of OCT Investments for the year ended 31 December 2007 which was prepared in accordance with Hong Kong Financial Reporting Standards, OCT Investments had incurred unaudited consolidated loss (both before and after taxation and extraordinary items) of approximately HK$4.07 million for the year ended 31 December 2007, which was mainly resulted from the share of loss from its associated company, Chengdu OCT. The loss of Chengdu OCT for the year ended 31 December 2007 represents the amortization of the preliminary expenses of Chengdu OCT in accordance with Hong Kong Financial Reporting Standards.

Chengdu OCT is a company incorporated in the PRC on 31 October 2005 with a registered capital of RMB400 million (equivalent to approximately HK$449.44 million) which has been fully paid-up. Chengdu OCT is currently owned as to 38%, 35%, 25% and 2% by 深圳華 橋城房地產有限公司 (Shenzhen OCT Properties Co., Ltd.), 深圳華橋城控股股份有限公司 (Shenzhen OCT Holding Co., Ltd.), Bantix International and OCT Group respectively. OCT Investments has contributed HK$95.90 million registered capital to Chengdu OCT at the date of its incorporation. Shenzhen OCT Properties Co., Ltd and Shenzhen OCT Holding Co., Ltd. are non-wholly owned subsidiaries of OCT Group.

The principal business activities of Chengdu OCT are the provision of the development and operation of travel facilities, organization and design of travel projects, development and management of real estate, management of restaurant and entertainment, organization and planning of culture activities, stage design, arts training, crafts making, sale of its own products, travel information services, plant cultivation and garden design.

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As at the date of this announcement, Chengdu OCT has fully paid the consideration for the plot of land with approximately 2,036,779 square meters which is located at both sides of Shaxi line of Outer Sanhuan Road, Jinniu District, Chengdu, the PRC (the “Land”). Chengdu OCT is in the progress of obtaining the land use certificate for the Land. Chengdu OCT intends to use the Land for the development of the Project given the tourism industry and the real estate industry are two of the core industries of Chengdu, which are highly emphasized by the local authorities. The increase in the purchasing power of the citizens in Chengdu will stimulate market growth for the tourism and the real estate industries. Hence, it will bring business opportunities to the Project. Therefore, the Directors believe that the Project has good prospects in the future.

As at the date of this announcement, the Project is under development. According to the audited accounts of Chengdu OCT for the year ended 31 December 2006 and 31 December 2007 prepared in accordance with the PRC accounting principles, Chengdu OCT had not generated any turnover and net profits or losses (both before and after taxation and extraordinary items) for the year ended 31 December 2006 and 31 December 2007. According to the audited accounts of Chengdu OCT for the year ended 31 December 2007 prepared in accordance with the PRC accounting principles, as at 31 December 2007, the audited total assets of Chengdu OCT was approximately RMB1,423.76 million (equivalent to approximately HK$1,599.73 million) and the audited net asset value of Chengdu OCT was RMB400 million (equivalent to approximately HK$449.44 million). Pursuant to the Share Transfer Agreement, the Company has not committed to make other financial commitment other than the payment of the consideration as mentioned in the section headed “The consideration of the Acquisition” above.

6. Reasons for and the benefits of the Acquisition

The Group is principally engaged in the manufacture of quality paper-based packaging containers and materials, including corrugated paperboard and printed cartons for customers.

As stated in the annual report of the Company for the year ended 31 December 2007, since raw material prices, energy prices, labour costs and interest rates have been rising continuously to different extents, the competition in the paper packaging industry became increasingly intensive. Despite unfavorable market condition, the Group still managed to achieve business growth and the Group will continue its existing business after the completion of the Acquisition. However, the Directors consider that it would be beneficial to the Company to increase its equity interest in Chengdu OCT after considering the favourable prospect of the Project which is mentioned in the section headed “Information on OCT Investments and Chengdu OCT” above and the future income stream expected to be generated from the Project. Moreover, as the joint-venture partners, Shenzhen OCT Holding Co., Ltd. and Shenzhen OCT Properties Co., Ltd., have successful experience on developing and operating the metropolitan entertainment parks and high-class residential buildings, the Directors consider that the Acquisition will leverage the successful experience of the joint-venture partners to the Group.

Having considered the above, the Directors (including the independent non-executive Directors) consider that the terms of the Share Transfer Agreement (as amended and supplemented by the Supplemental Agreement) are on normal commercial terms, fair and reasonable and the Acquisition is in the interest of the Company and the Shareholders as a whole.

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7. Changes in the shareholding interests of the Company

Assuming there is no change in the shareholding interests of the Company and the Shares in issue from the date of this announcement up to and including the date of Completion, the shareholding interests of the Company (i) as at the date of this announcement; (ii) immediately upon Completion assuming the issue of the 50 million Consideration Shares; and (iii) immediately upon Completion assuming the issue of the 36.25 million Consideration Shares are as follows:

Shareholders Pacific Climax Vendor Sub-total Polyfairz Group Limited_(note 1)_ Directors or other connected persons of the Company Public Total	Existing shareholding Shares 160,370,000 – 160,370,000 15,630,000 3,780,000 72,010,000 251,790,000	approximately % 63.69 – 63.69 6.21 1.50 28.60 100.00	Immediately upon Completion assuming 50 million Consideration Shares are issued Shares 160,370,000 50,000,000 210,370,000 15,630,000 3,780,000 72,010,000 301,790,000	approximately % 53.14 16.57 69.71 5.18 1.25 23.86 (note 2) 100.00	Immediately upon Completion assuming 36.25 million Consideration Shares are issued Shares 160,370,000 36,250,000 196,620,000 15,630,000 3,780,000 72,010,000 288,040,000	approximately % 55.68 12.58
						68.26 5.43 1.31 25.00
						100.00

Notes:

1. Polyfairz Group Limited is beneficially owned as to 90% by a director of a subsidiary of the Company.

2. Pursuant to the Share Transfer Agreement (as amended and supplemented by the Supplemental Agreement), if the issued share capital of the Company held by the public is less than 25% immediately upon the issue of the 50 million Consideration Shares, the Company will only issue 36.25 million Shares as Consideration Shares.

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8. Implications under the Listing Rules

As the applicable percentage ratios as defined in the Listing Rules exceed 25% but less than 100%, the Acquisition constitutes a major acquisition of the Company under Chapter 14 of the Listing Rules. The Vendor is an indirect controlling Shareholder, holding approximately 63.69% of the issued share capital of the Company through Pacific Climax as at the date of this announcement. Under Chapter 14A of the Listing Rules, the Vendor is a connected person of the Company and therefore the Acquisition constitutes a connected transaction of the Company. The Acquisition is subject to the reporting and announcement requirements, and the approval of the Independent Shareholders at an extraordinary general meeting by way of poll under the Listing Rules. Pacific Climax and its associates are required to abstain from voting on the resolution(s) in respect of the Acquisition at the extraordinary general meeting.

A circular containing, among other things, details of the Acquisition together with the advice from the independent board committee of the Company and the independent financial adviser as well as a notice of the extraordinary general meeting will be despatched to the Shareholders as soon as practicable under the requirement of the Listing Rules.

RESUMPTION OF TRADING

At the request of the Company, trading of the Shares on the Stock Exchange was suspended with effect from 9:30 a.m. on Tuesday, 3 June 2008 pending the release of this announcement. An application has been made by the Company to the Stock Exchange for the resumption of trading in the Shares with effect from 9:30 a.m. on Thursday, 5 June 2008.

DEFINITIONS

In this announcement, the following expressions have the meanings set out below unless the context requires otherwise.

• “Acquisition” the acquisition of the Sale Shares and the Shareholder’s Loan by the Company from the Vendor pursuant to the terms and subject to the conditions set out in the Share Transfer Agreement (as amended and supplemented by the Supplemental Agreement)

• “associate(s)” has the meaning ascribed thereto under the Listing Rules

• “Bantix International”

• Bantix International Limited, a company incorporated in Hong Kong on 11 October 2007, is a wholly owned subsidiary of OCT Investments

• “Board” the board of Directors

“Business Day” a day (other than a Saturday, Sunday and public holiday in Hong Kong) on which banks in Hong Kong are open for business over 6 hours

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“Chengdu OCT”	成都天府華橋城實業發展有限公司(Chengdu Tianfu OCT Industry
	Development Co., Ltd.), a company incorporated in the PRC on 31
	October 2005, with a registered capital of RMB400 million (equivalent
	to approximately HK$449.44 million)

• “Company” Overseas Chinese Town (Asia) Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the main board of the Stock Exchange

• “Completion” the completion of the Share Transfer Agreement

• “Completion Date” the 15th Business Day after the fulfillment or waiver of the conditions precedent of the Share Transfer Agreement (or such other date as may be agreed between the Vendor and the Company before the Completion Date)

• “connected person(s)” has the meaning ascribed thereto under the Listing Rules “Consideration Shares” Shares to be allotted and issued by the Company to the Vendor (or its nominee) credited as fully paid pursuant to the Share Transfer Agreement (as amended and supplemented by the Supplemental Agreement)

• “Director(s)” director(s) of the Company

• “Group” the Company and its subsidiaries

• “Hong Kong” the Hong Kong Special Administrative Region of the PRC

• “Independent Shareholders other than Pacific Climax and its associates Shareholders”

• “Last Trading Day” 2 June 2008, being the last day on which the Shares were traded on the Stock Exchange prior to suspension of trading in the Shares pending release of this announcement

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “OCT Group” 華橋城集團公司 (Overseas Chinese Town Enterprises Co. Ltd.), a company incorporated in the PRC and is the holding company of the Vendor

• “OCT Investments” OCT Investments Limited, a company incorporated in the British Virgin Islands

• “Pacific Climax” Pacific Climax Limited, a company incorporated in the British Virgin Islands with limited liability, the controlling Shareholder which held 160,370,000 Shares, representing 63.69% of the existing issued share capital of the Company as at the date of this announcement. The entire issued share capital of the Pacific Climax is wholly owned by the Vendor

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“PRC”	the People’s Republic of China
“Project”	a metropolitan composite area which is developed and managed by
	Chengdu OCT and shall contain modern theme parks, metropolitan
	entertainments, and high-class residential buildings on a plot of land
	located at both sides of Shaxi line of Outer Sanhuan Road, Jinniu District,
	Chengdu City, the PRC
“Sale Shares”	51 shares of OCT Investments, representing 51% equity interest of OCT
	Investments as at the date of the Share Transfer Agreement
“Share Transfer	the agreement for the transfer of the 51% equity interest and the
Agreement”	Shareholder’s Loan in OCT Investments from the Vendor to the Company
	dated 2 June 2008 entered into between the Vendor and the Company,
	which had been amended and supplemented by the Supplemental
	Agreement
“Share(s)”	share(s) of HK$0.10 each in the share capital of the Company
“Shareholder(s)”	holder(s) of the Shares
“Shareholder’s Loan”	the full amount of the shareholder’s loan of HK$48,913,524 owed by
	OCT Investments to the Vendor
“Supplemental	a supplemental agreement dated 4 June 2008 entered between the
Agreement”	Company and the Vendor to amend and supplement certain terms of the
	Share Transfer Agreement
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Target Group”	OCT Investments, Bantix International and Chengdu OCT
“Vendor”	Overseas Chinese Town (HK) Company Limited, a company incorporated
	in Hong Kong on 31 October 1997 and the holding company of Pacific
	Climax, which is the controlling Shareholder
“HK$”	Hong Kong dollar(s), the lawful currency of Hong Kong
“RMB”	Renminbi, the lawful currency of the PRC
“%”	per cent.
	By order of the Board
	Overseas Chinese Town (Asia) Holdings Limited
	Zheng Fan
	Chairman

Hong Kong, 4 June 2008

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

If there is any inconsistency between the Chinese names of PRC entities, departments, facilities or titles mentioned in this announcement and their English translation, the Chinese version shall prevail.

Unless the context requires otherwise, the conversion of RMB and US$ into HK$ is based on the exchange rate of HK$1.00=RMB0.89 and US$1=HK$7.8 respectively. Such conversion should not be construed as a representation that the amount in question has been, could have been or could be converted at any particular rate at all.

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