RemeGen Co., Ltd. — Capital/Financing Update 2013

Jan 14, 2013

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Overseas Chinese Town (Asia) Holdings Limited (the “Company”), you should at once hand this circular with the accompanying form of proxy to the purchaser or transferee, or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 03366)

MAJOR ACQUISITION: CAPITAL INJECTION IN BEIJING GUANGYING

15 January 2013

CONTENTS

			Page
Definitions . . . . .		. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			4
Appendix I	–	Accountants’ report of Beijing Guangying . . . . . . . . . . . . . . . . . . . . . .	12
Appendix II	–	Financial information of the Group . . . . . . . . . . . . . . . . . . . . . . . . . . .	28
Appendix III	–	Management discussion and analysis of Beijing Guangying . . . . . . . . . . .	32
Appendix IV	–	Unaudited pro forma financial information of the Group . . . . . . . . . . . .	36
Appendix V	–	Property valuation of Beijing Guangying . . . . . . . . . . . . . . . . . . . . . . .	41
Appendix VI	–	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	45

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DEFINITIONS

In this circular, the following expressions have the following meanings, unless the context otherwise requires:–

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

• “Beijing China Merchants Property” China Merchants Property Development (Beijing)., Ltd* (招商局地 產（北京）有限公司), a company established in the PRC with limited liability

• “Beijing China Merchants Property the capital contribution of RMB1,258,825 into Beijing Guangying to Capital Injection” be made by Beijing China Merchants Property pursuant to the Capital Increase Agreement

• “Beijing Guangying” Beijing Guangying Residential Property Development Limited* (北 京廣盈房地產開發有限公司), a company established in the PRC with limited liability

• “Board” the board of Directors “Capital Increase Agreement” the conditional Capital Increase Agreement entered into between Beijing China Merchants Property, Dalian Yingzhi and Huajing on 12 December 2012 in relation to the Capital Injection

“Capital Injection” the Beijing China Merchants Property Capital Injection, the Dalian Yingzhi Capital Injection and the Huajing Capital Injection pursuant to the Capital Increase Agreement “CMP” China Merchants Property Development Co., Ltd. (招商局地產控股 股份有限公司), a company incorporated in the PRC, whose shares are listed on the Shenzhen Stock Exchange “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 “controlling shareholder(s)” has the meaning ascribed thereto in the Listing Rules “Cooperation Agreement” the Cooperation Agreement entered into between Beijing China Merchants Property, Dalian Yingzhi and Huajing on 12 December 2012 in relation to the Capital Injection “Dalian Yingzhi” Dalian Yingzhi Corporate Management Limited* (大連盈致企業管 理有限公司), a company established in the PRC with limited liability

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DEFINITIONS

“Dalian Yingzhi Capital Injection”	the capital contribution of RMB28 into Beijing Guangying to be
	made by Dalian Yingzhi pursuant to the Capital Increase Agreement
“Director(s)”	the director(s) of the Company
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s
	Republic of China
“Huajing”	Shenzhen Huajing Investment Limited* (深圳市華京投資有限公
	司), a company established in the PRC with limited liability, and an
	indirect wholly-owned subsidiary of the Company
“Huajing Capital Injection”	the capital contribution of RMB41,540,307 into Beijing Guangying
	to be made by Huajing pursuant to the Capital Increase Agreement
“Latest Practicable Date”	9 January 2013, being the latest practicable date prior to the printing
	of this circular for ascertaining certain information contained in this
	circular
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“New Articles”	the new articles of association to be adopted by Beijing Guangying
“Original Shareholders”	Beijing China Merchants Property and Dalian Yingzhi
“Pacific Climax”	Pacific Climax Limited, a company incorporated in the British
	Virgin Islands with limited liability, who is a controlling shareholder
	of the Company
“PRC”	the People’s Republic of China, excluding, for the purpose of this
	circular only, Hong Kong, the Macau Special Administrative Region
	of the People’s Republic of China and Taiwan
“RMB”	Renminbi, the lawful currency of the PRC
“Share(s)”	existing ordinary share(s) of HK$0.10 each in the issued share
	capital of the Company
“Shareholder(s)”	holder(s) of the Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited

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DEFINITIONS

“V&T”	V&T (Shenzhen) Law Firm (萬商天勤深圳律師事務所), the
	Company’s PRC legal adviser
“Wharf”	The Wharf (Holdings) Limited (stock code: 4), a subsidiary of
	Wheelock incorporated in Hong Kong with limited liability, the
	shares of which are listed on the Stock Exchange
“Wheelock”	Wheelock and Company Limited (stock code: 20), a company
	incorporated in Hong Kong with limited liability, the shares of
	which are listed on the Stock Exchange
“%”	per cent.

In this circular, the English names of the PRC entities or enterprises are translation of their Chinese names solely for the purpose of illustration. In the event of any inconsistency, the Chinese names shall prevail.

For the purpose of this circular and solely for the purpose of illustration, all amounts in RMB are translated into HK$ at an exchange rate of RMB0.81:HK$1.

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LETTER FROM THE BOARD

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

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 03366)

Executive Directors: Ms. Wang Xiaowen (Chairman) Ms. Xie Mei (Chief Executive Officer) Mr. Yang Jie

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

Non-executive Director:

Mr. He Haibin

Independent Non-executive Directors:

Ms. Wong Wai Ling Mr. Xu Jian Mr. Lam Sing Kwong Simon

Head Office and Principal Place of Business: Suites 3203-3204, Tower 6 The Gateway, Harbour City Canton Road Tsim Sha Tsui Kowloon Hong Kong

15 January 2013

To the Shareholders,

Dear Sir or Madam,

MAJOR ACQUISITION: CAPITAL INJECTION IN BEIJING GUANGYING

INTRODUCTION

References are made to the announcement of the Company dated 12 December 2012.

The purpose of this circular is to provide Shareholders with (i) further details of the Capital Increase Agreement and the transactions contemplated thereunder; and (ii) such other information as required by the Listing Rules.

On 12 December 2012, Huajing, a wholly-owned subsidiary of the Company, entered into the Capital Increase Agreement with Beijing China Merchants Property and Dalian Yingzhi, pursuant to which Huajing, Beijing China Merchants Property and Dalian Yingzhi conditionally agreed to make capital contribution in cash to Beijing Guangying by injecting RMB41,540,307, RMB1,258,825 and RMB28, respectively. Upon

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LETTER FROM THE BOARD

completion of the Capital Injection, the equity interest of Beijing Guangying will be owned as to 33%, 34% and 33% by Huajing, Beijing China Merchants Property and Dalian Yingzhi, respectively. In relation to the Capital Injection, Huajing, Beijing China Merchants Property and Dalian Yingzhi also entered into the Cooperation Agreement on the same date.

THE CAPITAL INCREASE AGREEMENT

Date:

12 December 2012

Parties:

• (1) Huajing, it is principally engaged in property investment and corporate management advisory.

• (2) Beijing China Merchants Property, a wholly-owned subsidiary of CMP and is principally engaged in real estate development, sales of self-developed commodity houses and leasing of commercial properties.

• (3) Dalian Yingzhi, a wholly-owned subsidiary of Wharf (which in turn is a listed subsidiary of Wheelock) and is principally engaged in corporate management services and project investment.

To the best of the knowledge, information and belief of the Board, having made all reasonable enquiries, Beijing China Merchants Property, Dalian Yingzhi and their respective ultimate beneficial owner(s) are third parties independent of the Company and its connected persons.

Capital Increase

Pursuant to the Capital Increase Agreement, the Capital Injection in Beijing Guangying amounts to RMB42,799,160 (equivalent to approximately HK$52,838,469), out of which, RMB5,151,600 will be included as new registered capital and the excess of the capital contribution to the new registered capital by each party will be included as capital reserve of Beijing Guangying.

Set out below is the (i) registered capital in Beijing Guangying to be held by the respective parties prior and after the Capital Injection; (ii) equity interest in Beijing Guangying to be held by the respective parties prior and after the Capital Injection; (iii) amount of capital contribution by the respective parties

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LETTER FROM THE BOARD

pursuant to the Capital Increase Agreement; (iv) new registered capital in Beijing Guangying to be held by the respective parties; and (v) new capital reserve in Beijing Guangying contributed by the respective parties:–

	Registered	Equity	Amount of			Registered	Equity
	capital in	Interest in	capital			capital in	Interest in
	Beijing	Beijing	contribution	New		Beijing	Beijing
	Guangying	Guangying	pursuant to	registered	New capital	Guangying	Guangying
	prior to the	prior to the	the Capital	capital in	reserve in	after the	after the
Name of	Capital	Capital	Increase	Beijing	Beijing	Capital	Capital
Shareholders	Injection	Injection	Agreement	Guangying	Guangying	Injection	Injection
	RMB		RMB	RMB	RMB	RMB
Beijing China
Merchants
Property	5,000,000	50%	1,258,825	151,544	1,107,281	5,151,544	34%
Dalian Yingzhi	5,000,000	50%	28	28	0	5,000,028	33%
Huajing	–	–	41,540,307	5,000,028	36,540,279	5,000,028	33%
Total:	10,000,000	100%	42,799,160	5,151,600	37,647,560	15,151,600	100%

According to the Capital Increase Agreement, the registered capital of Beijing Guangying will increase from RMB10,000,000 (equivalent to approximately HK$12,345,679) to RMB15,151,600 (equivalent to approximately HK$18,705,679) upon completion of the Capital Injection.

The Capital Injection shall be contributed by Huajing, Beijing China Merchants Property and Dalian Yingzhi within 10 business days upon Beijing Guangying delivering the original directors’ resolution, shareholders’ resolution, the amended articles of association of Beijing Guangying to each of Huajing, Beijing China Merchants Property and Dalian Yingzhi and the obtaining of the written approval from each of Huajing, Beijing China Merchants Property and Dalian Yingzhi.

Shall any of Huajing, Beijing China Merchants Property and Dalian Yingzhi fail to make its contribution within the period as prescribed under the Capital Increase Agreement, any outstanding amount will be subject to a penalty of 0.1% per day payable to Beijing Guangying. If the amount is overdue for over 30 days, the other parties would have the right to terminate the Capital Increase Agreement and request the defaulting party to cease to be a shareholder of Beijing Guangying.

Warranties

Beijing China Merchants Property and Dalian Yingzhi have warranted to Huajing, among other things, that, prior to the completion of the Capital Injection:–

• (1) no amendments and restatements of the articles of association of Beijing Guangying shall be made except for the necessary amendment to be made for the purpose of the Capital Injection;

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LETTER FROM THE BOARD

• (2) the assets, indebtedness, equity interest, external guarantee of Beijing Guangying and all the information in relation the Capital Increase Agreement having been adequately, truthfully and completely disclosed by Beijing Guangying to Huajing;

• (3) there has been no material adverse changes in Beijing Guangying;

• (4) Beijing Guangying shall not create or authorise to create any encumbrances on any assets or properties; Beijing Guangying shall not dispose its major assets in any direct or indirect manner, and shall not incur or undertake any material indebtedness or contingent liabilities;

• (5) the Original Shareholders shall not transfer or create any pledge or other encumbrances on part of or all of their equity interests in Beijing Guangying; and

• (6) there has been no violation of any laws and regulations by Beijing Guangying.

Major terms of the Cooperation Agreement

Pursuant to the Cooperation Agreement, the registered capital of Beijing Guangying will be RMB15,151,600 after the Capital Injection. Huajing, Beijing China Merchants Property and Dalian Yingzhi will hold 33%, 34% and 33% equity interests in Beijing Guangying, respectively.

Each of Huajing, Beijing China Merchants Property and Dalian Yingzhi shall use their best endeavours to ensure applications for the Capital Injection be completed within three months from the date of signing of the Cooperation Agreement. Shall the said applications cannot be completed pursuant to strict compliance by Huajing, Beijing China Merchants Property and Dalian Yingzhi of relevant requirements in relation to the supervision and administration of state-owned assets in the PRC, the Cooperation Agreement will be automatically terminated.

Pursuant to the Cooperation Agreement, Huajing shall provide shareholder’s loan to Beijing Guangying within 10 business days upon completion of the registration in relation to the Capital Injection with the relevant industrial and commercial bureau in the PRC. The amount of shareholders’ loan to be provided by Huajing will be determined by the total amount of shareholders’ loan already provided by the Original Shareholders (and the interest accrued thereto) on the date of payment multiplied by Huajing’s equity interests in Beijing Guangying i.e. 33%. Beijing Guangying, upon receiving the said shareholders’ loan from Huajing, shall repay part of the shareholders’ loan provided by Beijing China Merchants Property and Dalian Yingzhi to each of them so that the already shareholders’ loan provided by each of Huajing, Beijing China Merchants Property and Dalian Yingzhi to Beijing Guangying will be proportionate to their respective equity interests in Beijing Guangying.

Shall Beijing Guangying require further shareholders’ loan or guarantee from Huajing, Beijing China Merchants Property and Dalian Yingzhi, each of Huajing, Beijing China Merchants Property and Dalian Yingzhi shall provide the loan and/or guarantee required to Beijing Guangying in proportion to their respective equity interests in Beijing Guangying. The total accumulative amount of shareholders’ loan and guarantee to be provided by each of Huajing, Beijing China Merchants Property and Dalian Yingzhi to Beijing Guangying shall not exceed RMB924,000,000, RMB952,000,000 and RMB924,000,000 respectively. The obligation of each of Huajing, Beijing China Merchants Property and Dalian Yingzhi is several but not

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LETTER FROM THE BOARD

joint. Shall any of Huajing, Beijing China Merchants Property and Dalian Yingzhi fail to provide shareholders’ loan within the period as prescribed under the Cooperation Agreement, any outstanding shareholders’ loan will be subject to a penalty of 0.1% per day payable to Beijing Guangying. If the amount is overdue or not provided for over 30 days, the other parties would have the right to terminate the Cooperation Agreement and request the defaulting party to cease to be a shareholder of Beijing Guangying.

It was also agreed that, with effect from 1 September 2012 and until a date to be determined by the board of directors of Beijing Guangying, Beijing Guangying shall pay interest to the parties for the said shareholders’ loans in accordance with the latest benchmark rate for one-year loan promulgated by the People’s Bank of China.

The Group intends to satisfy the contributions to be made by Huajing pursuant to the Capital Increase Agreement and the shareholder’s loan to Beijing Guangying in cash by internal resources, shareholder’s loans and/or bank borrowings.

Upon completion of the Capital Injection, the board of directors of Beijing Guangying shall comprise seven directors, out of which, two directors are to be appointed by Huajing, three directors are to be appointed by Beijing China Merchants Property and two directors are to be appointed by Dalian Yingzhi. The chairman of the board of directors of Beijing Guangying shall be one of the directors to be appointed by Huajing.

The profit and loss of Beijing Guangying will be shared by Huajing, Beijing China Merchants Property and Dalian Yingzhi in proportion to their respective equity interests in Beijing Guangying.

Each of Huajing, Beijing China Merchants Property and Dalian Yingzhi shall not dispose of or pledge their respective equity interests in Beijing Guangying to any other party(ies) (except to wholly-owned subsidiary(ies) of their respective holding company) without the consents from the other parties of the Cooperation Agreement.

Each of Huajing, Beijing China Merchants Property and Dalian Yingzhi guarantees that each of their actual controller (實際控制人) will not change, including but not limited to each of their shareholders will not transfer or pledge any of their equity interests in Huajing, Beijing China Merchants Property and Dalian Yingzhi, respectively.

For the purpose of the Capital Increase Agreement, the New Articles will be adopted by Beijing Guangying.

Information of Beijing Guangying

Beijing Guangying was established in the PRC with limited liability in May 2012. It is principally engaged in property management, interior design and construction, property development, leasing of commercial premises and project investment.

The major assets of Beijing Guangying are two pieces of lands lots located in the area of Laiguangyingxiang (來廣�鄉) in Chaoyang District (朝陽區), Beijing, the PRC which were awarded to Beijing Guangying by tender at the beginning of 2012 (the “Land”). The Land has a total site area of

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LETTER FROM THE BOARD

approximately 72,702 square meters. As at the Latest Practicable Date, the Land has not yet commenced development, but it is planned to be developed as residential properties with a total maximum developable residential gross floor area of approximately 181,756 square meters and is scheduled to be completed in 2016.

According to the audited accountants’ report of Beijing Guangying prepared in accordance with the Hong Kong Financial Reporting Standards, the net asset value of Beijing Guangying as at 31 August 2012 was approximately RMB9,915,000.

As Beijing Guangying was newly established in the PRC in 2012 and in the early stage of development, the profit before and after tax attributable to Beijing Guangying for the two financial years preceding to the signing of the Capital Increase Agreement are not available and a net loss of approximately RMB85,000 was recorded for the period from 25 May 2012 (date of incorporation) to 31 August 2012.

Reasons for and Benefit of Entering Into the Capital Increase Agreement

The Company is principally engaged in investment holding and the Group is principally engaged in comprehensive development business and the manufacture and sale of paper carton and products.

The Land owned by Beijing Guangying is in a prime location with a convenient transportation network, comprehensive amenities in the surrounding areas. It is expected that the Huajing Capital Injection can bring positive return and enhance the overall profitability of the Company. Besides, each of the beneficial owner of Huajing, Beijing China Merchants Property and Dalian Yingzhi, being industry’s leading companies, has successful experiences on property development, the Directors believe that the property development project of Beijing Guangying will gain success from the cooperation of the parties.

The amount of Capital Injection under the Capital Increase Agreement was determined on normal commercial terms and arrived at after arm’s length negotiation between Huajing, Beijing China Merchants Property and Dalian Yingzhi, taking the following factors into consideration: (i) the preliminary estimate of the value of the Land conducted by an independent valuer; (ii) the liability of Beijing Guangying in the management accounts prepared in accordance with Hong Kong Financial Reporting Standards; and (iii) the development potentials of the Land.

The Board considers that the terms of the Capital Increase Agreement are fair and reasonable, and that the Capital Increase Agreement and the transactions contemplated thereunder are in the interest of the Company and the Shareholders as a whole.

FINANCIAL EFFECT OF THE CAPITAL INJECTION

Upon completion of the Capital Injection, Beijing Guangying will become an associate of the Company and its results will be equity accounted for in the consolidated financial statements of the Company. Based on the unaudited pro forma financial information of the Group as set out in Appendix IV of this circular, as at 30 June 2012, (i) the unaudited pro forma total assets would be approximately RMB20.02 billion; (ii) the unaudited pro forma total liabilities would be approximately RMB15.52 billion; and (iii) the unaudited pro forma adjusted net asset value attributable to the equity holders of the Company would be approximately RMB4.50 billion.

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LETTER FROM THE BOARD

Given the positive prospect of Beijing Guangying which is further elaborated in the section headed “Information of Beijing Guangying” above, the Directors consider that the earnings of the Group will be improved in the near future. However, the overall effects of the Capital Injection on the future earnings of the Group will depend on, amongst other matters, the performance of Beijing Guangying.

FINANCIAL AND TRADING PROSPECTS OF THE GROUP

For the year ended 31 December 2011, the Group’s turnover was approximately RMB2,559 million, representing an increase of approximately 34.3% over 2010. Profit attributable to the Shareholders for the year was approximately RMB159 million, representing an increase of approximately 138.7% over 2010. Gross profit margin was approximately 30.2%, representing an increase of approximately 16.6% over 2010. Total assets and total equity amounted to approximately RMB6.2 billion and approximately RMB2.3 billion, representing an increase of approximately 2.9% and approximately 12.0% over 2010 respectively.

For the comprehensive development business, Suhewan project in Shanghai commenced pre-sale of its first office apartment units located at 41 Jiefang in September 2012, and will generate revenue for the Group this year. Suhewan project will continue to launch new products in the future, including multi-storey residential properties by the shore, luxury apartments, office apartment, grand hotel, boutique business premises and art studios, and will provide the Group with a strong profit driver. The Suhewan project will gradually transform the Group into a developer and operator of commercial complex, while maintaining a continuous and steady growth in profits in coming years. The Suhewan project, as a riverside city comprehensive project featuring a fusion of cultural heritage, art, fashion, commercial and residential properties as well as urban recreational facilities, will be transformed into a brand new landmark in Shanghai.

Chengdu Happy Valley will take various measures to enhance its capabilities to attract visitors on a 24/7 basis and expand the “family” consumer group in 2012. Phase II of Chengdu Happy Valley, which comprises large scale hi-tech indoor entertainment projects, is scheduled to complete its major structure in the end of 2012, aiming to open to public in May 2013. For residential property projects, Chengdu Tianfu OCT Industry Development Company Limited (“Chengdu OCT”) will take advantage of its comprehensive development business to fully present an image of high quality projects through various marketing measures. Meanwhile, Chengdu OCT plans to improve the general planning of the commercial sector so as to speed up commercial development. The Group is confident about the future prospect of Chengdu OCT and believes that it will strive for growth while maintaining stability and once again deliver impressive results.

For the paper packaging business, the Group aims to speed up its efforts to expand sales through building a strategic alliance with important customers. At the same time, the Group will promote product diversification, further strengthen the creative elements of the Group’s products, and maintain a steady development of its paper packaging business.

The Group will continue to create quality products in the future, seeking to enhance the market competitiveness of the Group through aggressive innovations. By virtue of its unique overall planning and advantageous accurate market positioning, the Group is confident to capitalise on the “OCT” brand and resources to adjust its sales policy timely with market changes and project operations and speed up its capital turnover. The Group is positioned to aggressively secure project reserve by developing at least one project in

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LETTER FROM THE BOARD

the economically developed cities each year to expand its business scale and growth potential, with an aim to become an outstanding developer and operator of commercial complex and develop into a sizable Hong Kong-listed Group within five years.

IMPLICATIONS UNDER THE LISTING RULES

As the relevant applicable percentage ratios calculated pursuant to the Listing Rules in respect of the Capital Increase Agreement is more than 25% but less than 100%, the Capital Increase Agreement and the transactions contemplated thereunder constitute a major transaction of the Company for the purpose of the Listing Rules and is subject to, among other things, the approval of the Shareholders under Chapter 14 of the Listing Rules.

As no Shareholder has a material interest in the Capital Increase Agreement, none of the Shareholders is required to abstain from voting if the Company were to convene a general meeting for the approval of the Capital Increase Agreement and the transactions contemplated thereunder. The Company has obtained a written approval from Pacific Climax, which held 294,894,000 Shares as at 12 December 2012 (representing approximately 57.85% of the issued share capital of the Company) for the approval of the Capital Increase Agreement and the transactions contemplated thereunder. As such, no extraordinary general meeting will be convened by the Company to approve the Capital Increase Agreement and the transactions contemplated thereunder.

ADDITIONAL INFORMATION

Your attention is also drawn to the additional information contained in the appendices to this circular.

By order of the Board Overseas Chinese Town (Asia) Holdings Limited Wang Xiaowen Chairman

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ACCOUNTANTS’ REPORT OF BEIJING GUANGYING

APPENDIX I

The following is the text of a report, prepared for the sole purpose of inclusion in this circular, from the independent reporting accountants, RSM Nelson Wheeler, Certified Public Accountants, Hong Kong.

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29th Floor, Caroline Centre, Lee Gardens Two, 28 Yun Ping Road, Hong Kong

15 January 2013

The Board of Directors Overseas Chinese Town (Asia) Holdings Limited Suites 3203-3204, Tower 6, The Gateway, Harbour City, Canton Road, Tsim Sha Tsui Kowloon, Hong Kong

Dear Sirs,

We set out below our report on the financial information (the “Financial Information”) of 北京廣盈房 地產開發有限公司 (Beijing Guangying Residential Property Development Limited) (“Beijing Guangying”) for the period from 25 May 2012 (date of incorporation) to 31 August 2012 (the “Relevant Period”) for inclusion in the circular dated 15 January 2013 (the “Circular”) issued by Overseas Chinese Town (Asia) Holdings Limited (the “Company”) in connection with the proposed capital injection in Beijing Guangying.

Beijing Guangying was incorporated on 25 May 2012 in the People’s Republic of China (the “PRC”) as a limited liability company and acts as a property development company.

Beijing Guangying will adopt 31 December as its financial year end date.

No audited financial statements have been prepared for Beijing Guangying for the Relevant Period as Beijing Guangying is incorporated on 25 May 2012. For the purpose of this report, the directors of Beijing Guangying have prepared the management accounts of Beijing Guangying for the Relevant Period in accordance with Hong Kong Financial Reporting Standards (“HKFRSs”) issued by the Hong Kong Institute of Certified Public Accountants (the “HKICPA”).

For the purpose of this report, we have examined the unaudited management accounts of Beijing Guangying (the “Underlying Financial Statements”) for the Relevant Period and carried out such additional procedures as are necessary in accordance with Auditing Guideline 3.340 “Prospectuses and the Reporting Accountant” issued by the HKICPA.

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ACCOUNTANTS’ REPORT OF BEIJING GUANGYING

APPENDIX I

The Financial Information has been prepared from the Underlying Financial Statements in accordance with HKFRSs. No adjustments were considered necessary for the purpose of preparing our report for inclusion in the Circular.

The directors of Beijing Guangying are responsible for the preparation of the Underlying Financial Statements. The directors of the Company are responsible for the contents of the Circular in which this report is included. It is our responsibility to compile the Financial Information set out in this report from the Underlying Financial Statements, to form an independent opinion on the Financial Information and to report our opinion to you.

In our opinion, for the purpose of this report, the Financial Information gives a true and fair view of the state of affairs of Beijing Guangying as at 31 August 2012 and of its results and cash flows for the Relevant Period.

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ACCOUNTANTS’ REPORT OF BEIJING GUANGYING

APPENDIX I

FINANCIAL INFORMATION

A. STATEMENT OF COMPREHENSIVE INCOME

Note Turnover 6 Cost of sales Other revenue – interest income Administrative expenses Loss before tax Income tax expense 8 Loss for the period and total comprehensive income for the period attributable to owners of Beijing Guangying 9	Period from 25 May 2012 (date of incorporation) to 31 August 2012 RMB’000 – – – 11 (96) (85) – (85)

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ACCOUNTANTS’ REPORT OF BEIJING GUANGYING

APPENDIX I

B. STATEMENT OF FINANCIAL POSITION

Note Current assets Inventories 10 Cash and cash equivalents Current liabilities Other payables Loans from owners 11 NET ASSETS Capital and reserves Equity capital 12 Reserves EQUITY	As at 31 August 2012 RMB’000 2,442,568 9,654 2,452,222 22 2,442,285 2,442,307 9,915 10,000 (85) 9,915

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ACCOUNTANTS’ REPORT OF BEIJING GUANGYING

APPENDIX I

C. STATEMENT OF CHANGES IN EQUITY

Capital injection by owners Total comprehensive income for the period At 31 August 2012	Equity capital RMB’000 10,000 – 10,000	Accumulated loss RMB’000 – (85) (85)	Equity RMB’000 10,000 (85) 9,915

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ACCOUNTANTS’ REPORT OF BEIJING GUANGYING

APPENDIX I

D. STATEMENT OF CASH FLOWS

CASH FLOWS FROM OPERATING ACTIVITIES Loss before tax Adjustment for: Interest income Operating loss before working capital changes Increase in inventories Increase in other payables Net cash used in operating activities CASH FLOWS FROM INVESTING ACTIVITIES Interest received Net cash generated from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Capital injection Net cash generated from financing activities NET INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD CASH AND CASH EQUIVALENTS AT END OF PERIOD ANALYSIS OF CASH AND CASH EQUIVALENTS Bank and cash balances

Period from 25 May 2012 (date of incorporation) to 31 August 2012 RMB’000 (85) (11) (96) (283) 22 (357) 11 11 10,000 10,000 9,654 – 9,654 9,654

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ACCOUNTANTS’ REPORT OF BEIJING GUANGYING

APPENDIX I

E. NOTES TO THE FINANCIAL INFORMATION

1. GENERAL INFORMATION

Beijing Guangying was incorporated in the PRC as a limited liability company. The address of its registered office is 北京市朝陽區八里莊北里219號樓1層101室.

Beijing Guangying is engaged in property development.

2. ADOPTION OF NEW AND REVISED HONG KONG FINANCIAL REPORTING STANDARDS

Beijing Guangying has adopted all the new and revised HKFRSs issued by the HKICPA that are relevant to its operations and effective for its accounting period beginning on or after 25 May 2012. HKFRSs comprise Hong Kong Financial Reporting Standards; Hong Kong Accounting Standards; and Interpretations.

Beijing Guangying has not applied the new HKFRSs that have been issued but are not yet effective. Beijing Guangying has already commenced an assessment of the impact of these new HKFRSs but is not yet in a position to state whether these new HKFRSs would have a material impact on its results of operations and financial position.

3. SIGNIFICANT ACCOUNTING POLICIES

The Financial Information has been prepared in accordance with HKFRSs issued by the HKICPA, accounting principles generally accepted in Hong Kong and the applicable disclosures required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Hong Kong Companies Ordinance.

The Financial Information has been prepared under the historical cost convention.

The preparation of the Financial Information in conformity with HKFRSs requires the use of certain key assumptions and estimates. It also requires the directors of Beijing Guangying to exercise its judgements in the process of applying the accounting policies. The areas where assumptions and estimates are significant to the Financial Information, are disclosed in note 4 to the Financial Information.

The significant accounting policies applied in the preparation of the Financial Information are set out below.

3.1 Foreign currency translation

(a) Functional and presentation currency

Items included in the Financial Information are measured using the currency of the primary economic environment in which Beijing Guangying operates (the “functional currency”). The Financial Information is presented in Renminbi, which is the functional and presentation currency of Beijing Guangying.

(b) Transactions and balances in the Financial Information

Transactions in foreign currencies are translated into the functional currency on initial recognition using the exchange rates prevailing on the transaction dates. Monetary assets and liabilities in foreign currencies are translated at the exchange rates at the end of each reporting period. Gains and losses resulting from this translation policy are recognised in profit or loss.

Non-monetary items that are measured at fair values in foreign currencies are translated using the exchange rates at the dates when the fair values are determined.

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ACCOUNTANTS’ REPORT OF BEIJING GUANGYING

APPENDIX I

3.2 Inventories

Property development

Inventories in respect of property development activities are carried at the lower of cost and net realisable value. Cost and net realisable values are determined as follows:

Property under/planned to be development for sale

The cost of property under/planned to be development for sale comprises specifically identified cost, including the acquisition cost of land, aggregate cost of development, materials and supplies, wages and other direct expenses, an appropriate proportion of overheads and borrowing costs capitalised. Net realisable value is determined by reference to sale proceeds received after the reporting period less selling expenses, or by estimates based on prevailing market condition less estimated costs of completion and costs to be incurred in selling the property. On completion, the properties are reclassified to properties held for sale at the then carrying amount.

3.3 Recognition and derecognition of financial instruments

Financial assets and financial liabilities are recognised in the statement of financial position when Beijing Guangying becomes a party to the contractual provisions of the instruments.

Financial assets are derecognised when the contractual rights to receive cash flows from the assets expire; Beijing Guangying transfers substantially all the risks and rewards of ownership of the assets; or Beijing Guangying neither transfers nor retains substantially all the risks and rewards of ownership of the assets but has not retained control on the assets. On derecognition of a financial asset, the difference between the asset’s carrying amount and the sum of the consideration received and the cumulative gain or loss that had been recognised in other comprehensive income is recognised in profit or loss.

Financial liabilities are derecognised when the obligation specified in the relevant contract is discharged, cancelled or expires. The difference between the carrying amount of the financial liability derecognised and the consideration paid is recognised in profit or loss.

3.4 Cash and cash equivalents

For the purpose of the statement of cash flows, cash and cash equivalents represent cash at bank and on hand, demand deposits with banks and other financial institutions, and short-term highly liquid investments which are readily convertible into known amounts of cash and subject to an insignificant risk of change in value, having been within three months of maturity at acquisition. Bank overdrafts which are repayable on demand and form an integral part of Beijing Guangying’s cash management are also included as a component of cash and cash equivalents.

3.5 Financial liabilities and equity instruments

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument under HKFRSs. An equity instrument is any contract that evidences a residual interest in the assets of Beijing Guangying after deducting all of its liabilities. The accounting policies adopted for specific financial liabilities and equity instruments are set out below.

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ACCOUNTANTS’ REPORT OF BEIJING GUANGYING

APPENDIX I

(a) Borrowings

Borrowings are recognised initially at fair value, net of transaction costs incurred, and subsequently stated at amortised cost with any difference between the amount initially recognised and redemption value being recognised in profit or loss over the period of borrowings, together with any interest and fee payable, using the effective interest method.

Borrowings are classified as current liabilities unless Beijing Guangying has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period.

(b) Other payables

Other payables are stated initially at their fair value and subsequently measured at amortised cost using the effective interest method unless the effect of discounting would be immaterial, in which case they are stated at cost.

(c) Equity instruments

Equity instruments issued by Beijing Guangying are recorded at the proceeds received, net of direct issue costs.

3.6 Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable and is recognised when it is probable that the economic benefits will flow to Beijing Guangying and the amount of revenue can be measured reliably.

Interest income

Interest income is recognised on a time-proportion basis using the effective interest method.

3.7 Employee benefits

(a) Short term employee benefits and contributions to defined contribution retirement plans

Salaries, annual bonuses, paid annual leave, contributions to defined contribution retirement plans and the cost of non-monetary benefits are accrued in the year in which the associated services are rendered by employees. Where payment or settlement is deferred and the effect would be material, these amounts are stated at their present values.

Beijing Guangying contributes to defined contribution retirement schemes which are available to all employees. Contributions to the schemes by Beijing Guangying and employees are calculated as a percentage of employees’ basic salaries. The retirement benefit scheme cost charged to profit or loss represents contributions payable by Beijing Guangying to the funds.

Employee entitlements to sick leave and maternity leave are not recognised until the time of leave.

(b) Termination benefits

Termination benefits are recognised when, and only when, Beijing Guangying demonstrably commits itself to terminate employment or to provide benefits as a result of voluntary redundancy by having a detailed formal plan which is without realistic possibility of withdrawal.

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ACCOUNTANTS’ REPORT OF BEIJING GUANGYING

APPENDIX I

3.8 Taxation

Income tax represents the sum of the current tax and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit recognised in profit or loss because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. Beijing Guangying’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the Financial Information and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences, unused tax losses or unused tax credits can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised, based on tax rates that have been enacted or substantively enacted by the end of the reporting period. Deferred tax is recognised in profit or loss, except when it relates to items recognised in other comprehensive income or directly in equity, in which case the deferred tax is also recognised in other comprehensive income or directly in equity.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and Beijing Guangying intends to settle its current tax assets and liabilities on a net basis.

3.9 Related parties

A related party is a person or entity that is related to Beijing Guangying.

• (A) A person or a close member of that person’s family is related to Beijing Guangying if that person:

• (i) has control or joint control over Beijing Guangying;

• (ii) has significant influence over Beijing Guangying; or

• (iii) is a member of the key management personnel of Beijing Guangying or of a parent of Beijing Guangying.

• (B) An entity is related to Beijing Guangying if any of the following conditions applies:

• (i) The entity and Beijing Guangying are members of the same group (which means that each parent, subsidiary and fellow subsidiary is related to the others).

• (ii) One entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a group of which the other entity is a member).

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ACCOUNTANTS’ REPORT OF BEIJING GUANGYING

APPENDIX I

• (iii) Both entities are joint ventures of the same third party.

• (iv) One entity is a joint venture of a third entity and the other entity is an associate of the third entity.

• (v) The entity is a post-employment benefit plan for the benefit of employees of either Beijing Guangying or an entity related to Beijing Guangying. If Beijing Guangying is itself such a plan, the sponsoring employers are also related to Beijing Guangying.

• (vi) The entity is controlled or jointly controlled by a person identified in (A).

• (vii) A person identified in (A)(i) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity).

3.10 Impairment of assets

At the end of each reporting period, Beijing Guangying reviews the carrying amounts of its tangible and intangible assets except inventories to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of any impairment loss. Where it is not possible to estimate the recoverable amount of an individual asset, Beijing Guangying estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset or cash-generating unit is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined (net of amortisation or depreciation) had no impairment loss been recognised for the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

3.11 Provisions and contingent liabilities

Provisions are recognised for liabilities of uncertain timing or amount when Beijing Guangying has a present legal or constructive obligation arising as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made. Where the time value of money is material, provisions are stated at the present value of the expenditures expected to settle the obligation.

Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, the obligation is disclosed as a contingent liability, unless the probability of outflow is remote. Possible obligations, whose existence will only be confirmed by the occurrence or non-occurrence of one or more future events are also disclosed as contingent liabilities unless the probability of outflow is remote.

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ACCOUNTANTS’ REPORT OF BEIJING GUANGYING

APPENDIX I

3.12 Events after the reporting period

Events after the reporting period that provide additional information about Beijing Guangying’s position at the end of the reporting period or those that indicate the going concern assumption is not appropriate are adjusting events and are reflected in the Financial Information. Events after the reporting period that are not adjusting events are disclosed in the notes to the Financial Information when material.

4. KEY ESTIMATES

Key sources of estimation uncertainty

The key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed below.

Provision for properties under/planned to be development for sale

As explained in note 3.2 to the Financial Information, Beijing Guangying’s properties under/planned to be development for sale are stated at the lower of cost and net realisable value. Based on Beijing Guangying’s recent experience and the nature of the subject properties, Beijing Guangying makes estimates of the selling prices, the costs of completion in case for properties under/planned to be development for sale, and the costs to be incurred in selling the properties based on prevailing market conditions.

If there is an increase in costs to completion or a decrease in net sales value, the net realisable value will decrease and this may result in provision for properties under/planned to be development for sale. Such provision requires the use of judgement and estimates. Where the expectation is different from the original estimate, the carrying value and provision for properties in the periods in which such estimate is changed will be adjusted accordingly.

5. FINANCIAL RISK MANAGEMENT

Beijing Guangying’s activities expose it to a variety of financial risks: foreign currency risk, credit risk, liquidity risk and interest rate risk. Beijing Guangying’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on Beijing Guangying’s financial performance.

5.1 Foreign currency risk

Beijing Guangying has minimal exposure to foreign currency risk as most of its business transactions, assets and liabilities are principally denominated in Renminbi. Beijing Guangying currently does not have a foreign currency hedging policy in respect of foreign currency transactions, assets and liabilities. Beijing Guangying will monitor its foreign currency exposure closely and will consider hedging significant foreign currency exposure should the need arise.

5.2 Credit risk

The carrying amount of the cash and cash equivalents included in the statement of financial position represents Beijing Guangying’s maximum exposure to credit risk in relation to Beijing Guangying’s financial assets.

The credit risk on cash and cash equivalents is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies.

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ACCOUNTANTS’ REPORT OF BEIJING GUANGYING

APPENDIX I

5.3 Liquidity risk

Beijing Guangying’s policy is to regularly monitor current and expected liquidity requirements to ensure that it maintains sufficient reserves of cash to meet its liquidity requirements in the short and longer term.

The maturity analysis of Beijing Guangying’s financial liabilities is as follows:

	Less than 1	Between 1 and	Between 2 and
	year	2 years	5 years	Over 5 years
	RMB’000	RMB’000	RMB’000	RMB’000
At 31 August 2012
Other payables	22	–	–	–
Loans from owners	2,588,822	–	–	–

5.4 Interest rate risk

As Beijing Guangying has no significant interest-bearing assets and liabilities, Beijing Guangying’s operating cash flows are substantially independent of changes in market interest rates.

5.5 Categories of financial instruments as at 31 August 2012

	As at 31
	August 2012
	RMB’000
Financial assets:
Loans and receivables (including cash and cash equivalents)	9,654
Financial liabilities:
Financial liabilities at amortised cost	2,442,307

5.6 Fair value

The carrying amounts of Beijing Guangying’s financial assets and financial liabilities as reflected in the statement of financial position approximate their respective fair values.

6. TURNOVER

Beijing Guangying has no turnover during the Relevant Period.

7. SEGMENT INFORMATION

Beijing Guangying has a sole reportable segment which is property development.

Beijing Guangying’s reportable segments are strategic business units that offer different products and services. They are managed separately because each business requires different technology and marketing strategies.

No segment information has been disclosed as Beijing Guangying has not yet commenced the business during the Relevant Period and all the assets of Beijing Guangying are situated in the PRC.

8. INCOME TAX EXPENSE

• (a) Taxation in the income statement represents:

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ACCOUNTANTS’ REPORT OF BEIJING GUANGYING

APPENDIX I

No provision for Hong Kong Profits Tax is required since Beijing Guangying has no assessable profit subject to Hong Kong Profits Tax for the Relevant Period.

Pursuant to the income tax rules and regulations of the PRC, taxation of Beijing Guangying is charged at the current rate of taxation ruling at 25%. No provision of taxation in the PRC is required since Beijing Guangying has no assessable profit subject to taxation in the PRC for the Relevant Period.

No provision for deferred taxation has been made in the Financial Information as the tax effect of temporary differences is immaterial to Beijing Guangying.

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

Loss before tax Notional tax on loss before tax, calculated at the rates applicable to loss in the tax jurisdictions concerned Tax effect of unused tax losses not recognised Actual tax expense	Period from 25 May 2012 (date of incorporation) to 31 August 2012 RMB’000 (85
	(21 21
	–

9. LOSS FOR THE PERIOD

	Period from
	25 May 2012
	(date of
	incorporation) to
	31 August 2012
	RMB’000
Directors’ remuneration
– As director	–
– For management	–
Staff costs	–

10. INVENTORIES

(a) Inventories in the statement of financial position comprise:

										As at
									**31 **	August 2012
										RMB’000
Properties	held	under/planned	to	be	development	for	residential	purposes		2,442,568

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ACCOUNTANTS’ REPORT OF BEIJING GUANGYING

APPENDIX I

(b) The analysis of carrying value of leasehold land included in properties held under/planned to be development for residential purposes are set out as follows:

In PRC – long leases

As at 31 August 2012 RMB’000 2,370,000

11. LOANS FROM OWNERS

The amount is unsecured, interest-free and has no fixed terms of repayment.

12. EQUITY CAPITAL

As at 31 August 2012 RMB’000

Registered capital

10,000

Beijing Guangying was incorporated on 25 May 2012 and the registered capital has been injected by the owners during the Relevant Period as the initial working capital.

Beijing Guangying’s objectives when managing capital are to safeguard Beijing Guangying’s ability to continue as a going concern and to maximise the return to the shareholders through the optimisation of the debt and equity balance.

Beijing Guangying sets the amount of capital in proportion to risk. Beijing Guangying manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, Beijing Guangying may adjust the payment of dividends, increased the registered capital, raise new debts, redeem existing debts or sell assets to reduce debts.

Beijing Guangying is not subject to any externally imposed capital requirements.

13. NOTES TO THE STATEMENT OF CASH FLOWS

Major non-cash transaction

Additions to inventories during the Relevant Period of RMB2,442,285,000 were paid by the owners of Beijing Guangying.

14. EVENTS AFTER THE REPORTING PERIOD

On 12 December 2012, the then equity owners of Beijing Guangying has entered into an agreement with 深圳市 華京投資有限公司 (Shenzhen Huajing Investment Limited) (“Huajing”), an indirectly wholly owned subsidiary of the Company, pursuant to which, Huajing has conditionally agreed to make capital injection in Beijing Guangying amounted to RMB41,540,307 and the then equity owners of Beijing Guangying have conditionally agreed to make capital injection in Beijing Guangying amounted to RMB1,258,825 and RMB28 respectively.

A supplemental agreement was also entered into between Huajing and the then equity owners of Beijing Guangying on 12 December 2012 (“Supplemental Agreement”), setting out further arrangement concerning the other matters.

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APPENDIX I

ACCOUNTANTS’ REPORT OF BEIJING GUANGYING

According to the Supplemental Agreement, the loan from owners are interest-bearing at the one-year benchmark lending rate as published by the People’s Bank of China with effect from 1 September 2012 and until a date to be determined by the board of directors of Beijing Guangying. At the same time, Huajing will provide the loan to Beijing Guangying (“Huajing Loan”). The amount of Huajing Loan will be determined by the total amount of the loan already provided by the then equity owners of Beijing Guangying (and the interest arose) at the date of payment multiplied by the equity holding of Huajing in Beijing Guangying. Upon Beijing Guangying receive Huajing Loan, Beijing Guangying will refund the loan from the then equity owners of Beijing Guangying until the proportion of the loans from Huajing and the then equity owners of Beijing Guangying are same as their equity holding in Beijing Guangying.

16. SUBSEQUENT FINANCIAL STATEMENTS

No audited financial statements have been prepared by Beijing Guangying in respect of any period subsequent to 31 August 2012.

Yours faithfully,

RSM Nelson Wheeler

Certified Public Accountants Hong Kong

• 27 -

FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

1. FINANCIAL INFORMATION OF THE GROUP

The Company is required to set out in this circular the financial information for the last three financial years with respect to the profits and losses, financial record and position, set out as a comparative table and the latest published audited statement of financial position together with the notes on the annual accounts for the last financial year for the Group.

The audited consolidated financial statements of the Group for the year ended 31 December 2011 has been set out in pages 43 to 124 of the annual report 2011 of the Company which was posted on 7 March 2012 on the Stock Exchange’s website (http://www.hkexnews.hk).

The audited consolidated financial statements of the Group for the year ended 31 December 2010 has been set out in pages 42 to 122 of the annual report 2010 of the Company which was posted on 4 March 2011 on the Stock Exchange’s website (http://www.hkexnews.hk).

The audited consolidated financial statements of the Group for the year ended 31 December 2009 has been set out in pages 39 to 106 of the annual report 2009 of the Company which was posted on 23 April 2010 on the Stock Exchange’s website (http://www.hkexnews.hk).

2. INDEBTEDNESS STATEMENT

At the close of business on 30 November 2012, being the latest practicable date for the purpose of ascertaining the indebtedness of the Group, prior to the printing of this circular, the Group had total borrowings amounted to RMB10,437 million comprising, loans from related party of the Company of approximately RMB8,409 million, amount due to the then ultimate parent of 天津天瀟投資發展有限公司 (Tianjin Tianxiao Investment Development Company Limited) (“Tianjin Tianxiao”) of approximately RMB710 million, amount due to a then fellow subsidiary of Tianjin Tianxiao of approximately RMB198 million and bank loans of approximately RMB1,120 million (the “Bank Loans”). The Bank Loans were secured by charge on two bank accounts of a subsidiary of the Company, guarantees provided by the Company and certain subsidiaries of the Company and the guarantee issued by the Government of the Hong Kong Special Administrative Region. Loans from related party of the Company, amount due to the then ultimate parent of Tianjin Tianxiao and amount due to a then fellow subsidiary of Tianjin Tianxiao are unsecured and unguaranteed.

As at the close of business on 30 November 2012, the contingent liability of the Company was the corporate guarantee for the Bank Loans as described above to the extent of approximately RMB8 million and which were also secured by the guarantee issued by the Government of the Hong Kong Special Administrative Region.

Save as aforesaid and apart from intra-group liabilities and normal trade payables in the ordinary course of business, at the close of business on 30 November 2012, the Group did not have any other outstanding mortgages, charges, debentures or other loan capital, bank overdrafts or loans, other similar indebtedness, finance lease or hire purchase lease commitments, liabilities under acceptance or acceptance credit, guarantees or other material contingent liabilities.

• 28 -

FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

3. WORKING CAPITAL

The Directors are of the opinion that, following the Capital Injection, taking into account the financial resources available to the Group, including the internally generated funds and the present available bank facilities, and in the absence of unforeseen circumstances, the Group will have sufficient working capital for its requirements for at least the next 12 months from the date of this circular.

4. INFORMATION FOR COMPANY ACQUIRED

Pursuant to paragraph 31(3)(b) of Appendix 1B to the Listing Rules, the Company is required to set out in this circular the financial information for any company acquired since the date of the last published audited accounts of the Group in respect of which an accountant’s report has already been submitted to the shareholders.

On 5 January 2012, Great Tec Investment Limited (“Great Tec”), an indirect wholly-owned subsidiary of the Company, entered into the capital investment agreement (the “Shanghai Capital Investment Agreement”) with 深圳華僑城房地產有限公司 (Overseas Chinese Town Real Estate Company Limited) (“OCT Properties”), pursuant to which Great Tec agreed to make capital contribution of RMB2,232,000,000 (the “Shanghai Capital Injection”) to 華僑城（上海）置地有限公司 (Overseas Chinese Town (Shanghai) Land Company Limited) (“OCT Shanghai Land”), whereby the equity interest of OCT Shanghai Land would be owned as to 50.5% by Great Tec and as to 49.5% by OCT Properties with the registered capital of RMB1,530,000,000 be held by Great Tec and the surplus of RMB702,000,000 be booked as capital reserve of OCT Shanghai Land.

The Shanghai Capital Injection was contributed by Great Tec by phases within 2 years from the date of the approval of the joint venture contract pursuant to the Shanghai Capital Investment Agreement, and the first phase of RMB900,000,000 (equivalent to approximately HK$1,111,111,111) was contributed by Great Tec within 30 days from the date of the approval of the joint venture contract pursuant to the Shanghai Capital Investment Agreement. The Group financed the capital contribution through internal resources, the advance under the loan agreement (the “Shanghai Loan Agreement”) entered into between Overseas Chinese Town (HK) Company Limited (as lender) and the Company (as borrower) on 5 January 2012, pursuant to which the Company agreed to lend from Overseas Chinese Town (HK) Company Limited a sum of RMB900,000,000 for a term of 5 years from the date the loan agreement becomes unconditional at an interest rate of 3.62% per annum payable every six months from the date of drawdown, bank borrowing and/or external financing.

OCT Shanghai Land was established in the PRC with limited liability on 1 March 2010. It is principally engaged in the development, operation, leasing, property management of commercial properties, residential properties, office premises, and culture and entertainment projects of land pieces in Shanghai, together with the management of related parking lots. OCT Shanghai Land is currently engaged in the Suhewan project in Shanghai and held three pieces of land with a total site area of approximately 70,979.60 sq m (764,024 sq ft) in the north coast of Suzhou River, Shanghai, the PRC.

The aggregate of the remuneration payable to and benefits in kind receivable by the directors of Great Tec will not be varied in consequence of the Shanghai Capital Injection.

• 29 -

FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

The details of the Shanghai Capital Injection has been set out in a circular of the Company which was published on 23 March 2012. The circular has also been posted on the Company’s website http://www.octasia.com/hasia/english/index.aspx. Please also see below quick link to the circular:

http://www.oct-asia.com/UploadFile/2012323933362655808.pdf

On 2 November 2012, Excel Founder Limited (銳振有限公司) (“Excel Founder”) (as purchaser), an indirectly wholly-owned subsidiary of the Company, and 天津津濱發展股份有限公司 (Tianjin Jinbin Development Company Limited) (“Tianjin Jinbin”) entered into an agreement (the “Tianjin Tianxiao Agreement”), pursuant to which, Excel Founder has conditionally agreed to acquire and Tianjin Jinbin has conditionally agreed to dispose of the entire equity interest in 天津天瀟投資發展有限公司 (Tianjin Tianxiao Investment Development Company Limited) (“Tianjin Tianxiao”) and all rights attached thereto for the consideration of RMB384,995,400 (the “Tianjin Tianxiao Acquisition”).

The supplemental agreement (the “Tianjin Tianxiao Supplemental Agreement”) was also entered into between Excel Founder and Tianjin Jinbin on 2 November 2012, setting out further arrangement concerning a piece of land with an aggregate area of 131,768.8 square meters located in the area of Jintang Road (津塘路), Hedong District (河東區), Tianjin, the PRC owned by Tianjin Tianxiao and the financial position of Tianjin Tianxiao.

The Company has also given the undertaking to Tianjin Jinbin on 2 November 2012, pursuant to which the Company guarantees the due performance of Excel Founder’s obligations under the Tianjin Tianxiao Agreement and the Tianjin Tianxiao Supplemental Agreement.

In relation to the Tianjin Tianxiao Acquisition, the total commitment of the Group are the consideration of RMB384,995,400 pursuant to the Tianjin Tianxiao Agreement and the repayment of debt of approximately RMB1,047,812,159 owed by Tianjin Tianxiao to Tianjin Jinbin and its associated company pursuant to the Tianjin Tianxiao Supplemental Agreement. The Group intends to satisfy the aforesaid amount by internal resources, shareholder’s loans and/or bank borrowings.

Tianjin Tianxiao was established in the PRC with limited liability in July 2012. It is principally engaged in investment, property development, sale agency of commercial property, design and construction of indoor and outdoor decoration, hotel management, property services, property leasing, the development and sale of construction material and technology, construction engineering, landscape construction.

The aggregate of the remuneration payable to and benefits in kind receivable by the directors of Excel Founder will not be varied in consequence of the Tianjin Tianxiao Acquisition.

The said acquisition since the last published audited accounts has been set out in a circular of the Company which was published on 26 November 2012. The circular has also been posted on the Company’s website http://www.oct-asia.com/hasia/english/index.aspx. Please also see below quick link to the circular:

http://www.oct-asia.com/UploadFile/20121126941506949624.pdf.

• 30 -

FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

5. RECONCILIATION STATEMENT

The following table is a reconciliation of the property value set out in Appendix V with the figures set out in the Accountants’ reports on Beijing Guangying in Appendix I of this circular.

Value as of Value as of 30 November 2012 31 August 2012 as Value gain Property as per Appendix V per Appendix I during the period RMB’000 RMB’000 RMB The Land 2,563,000 2,442,568 120,432

• 31 -

MANAGEMENT DISCUSSION AND ANALYSIS OF BEIJING GUANGYING

APPENDIX III

MANAGEMENT DISCUSSION AND ANALYSIS OF BEIJING GUANGYING

Financial Highlights

As Beijing Guangying was only incorporated in the PRC in 2012, a net loss of approximately RMB85,000 (audited) was recorded for the period from 25 May 2012 (date of incorporation) to 31 August 2012. As at 31 August 2012, the audited net assets of Beijing Guangying were approximately RMB9,915,000.

The Directors confirm that the accounting policies applied in the accountants’ report of Beijing Guangying are consistent with those adopted by the Group in all material respects. Set out below are selected financial information data derived from the accountants’ report of Beijing Guangying for the period from 25 May 2012 (date of incorporation) to 31 August 2012, the full text of which is set out in Appendix I to this circular:

Turnover Gross profit Loss before tax Loss for the period and total comprehensive income for the period attributable to owners of Beijing Guangying	Period from 25 May 2012 (date of incorporation) to 31 August 2012 RMB’000 – – (85) (85)

• 32 -

MANAGEMENT DISCUSSION AND ANALYSIS OF BEIJING GUANGYING

APPENDIX III

Current assets Inventories Cash and cash equivalents Current liabilities Other payables Loans from owners NET ASSETS Capital and reserves Equity capital Reserves EQUITY Current ratio (based on current assets over current liabilities) Gearing ratio (based on total liabilities over total assets)	As at 31 August 2012 RMB’000 2,442,568 9,654 2,452,222 22 2,442,285 2,442,307 9,915 10,000 (85) 9,915 1.0041 0.9960

Segment Information

As Beijing Guangying is still in its early stage of development, there is no turnover classified by business segments.

Significant Investment, Material Acquisition and Disposal

Beijing Guangying did not have any significant investment, material acquisition and disposal for the period from 25 May 2012 (date of incorporation) to 31 August 2012.

• 33 -

MANAGEMENT DISCUSSION AND ANALYSIS OF BEIJING GUANGYING

APPENDIX III

Prospects and Future Plans

Beijing Guangying have two pieces of lands located in the area of Laiguangyingxiang (來廣�鄉) in Chaoyang District (朝陽區), Beijing. As at the latest practicable date, the Land has not yet commenced development, it is planned to be developed as residential properties. Details of the Land are set out in the above section headed “Information of Beijing Guangying” of the Letter from the Board of this circular.

Liquidity, Financial Resources, Gearing Ratio and Capital Structure

Beijing Guangying generally finances its operations with internal resources, bank borrowings and related party loans.

As at 31 August 2012, Beijing Guangying had no bank loan, but had interest-free loans obtained from related party, Beijing China Merchants Property and Dalian Yingzhi, of RMB2,442,285,000.

Please refer to the table as set out on page 33 of this circular for the information of the nature of major assets and liabilities, gearing ratio of 0.9960 (based on total liabilities over total assets) and liquidity of Beijing Guangying as at 31 August 2012.

Charge on Assets

Beijing Guangying did not pledge any assets as at 31 August 2012.

Treasury Policies and Foreign Currency Exposure

For the period from 25 May 2012 (date of incorporation) to 31 August 2012, there were no formal treasury policies for Beijing Guangying. The transactions and monetary assets of Beijing Guangying are principally denominated in RMB. Beijing Guangying has not experienced any material difficulties or effects on its operations or liquidity as a result of fluctuations in currency exchange rates during the period from 25 May 2012 (date of incorporation) to 31 August 2012. Beijing Guangying did not employ any material financial instrument for hedging purposes.

Capital Commitment

For the construction of projects, Beijing Guangying had no capital commitment as at 31 August 2012.

Employees and Remuneration Policy

As at 31 August 2012, Beijing Guangying had a total of approximately 20 full-time staff members. The basic remuneration of the employees is determined with reference to the industry’s remuneration benchmark, the individual experience and performance of employees. It is the policy of Beijing Guangying to maintain salaries of employees at a competitive level and to review salaries annually, with close reference to the relevant conditions of the labour market and economic situation. Directors’ remuneration is determined based on a variety of factors such as market conditions and respective responsibilities assumed by directors of

• 34 -

MANAGEMENT DISCUSSION AND ANALYSIS OF BEIJING GUANGYING

APPENDIX III

Beijing Guangying. Apart from the basic remuneration and statutory benefits required by laws, Beijing Guangying also provides discretionary bonuses based upon its business results and the individual performance of the staff.

For the period from 25 May 2012 (date of incorporation) to 31 August 2012 and as at the Latest Practicable Date, Beijing Guangying 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.

Contingent Liabilities

Beijing Guangying did not have any contingent liabilities as at 31 August 2012. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, as at the Latest Practicable Date, Beijing Guangying was not involved in any litigation or arbitration of material importance and no litigation or arbitration of material importance was known to the Directors to be pending or threatened against Beijing Guangying.

• 35 -

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

APPENDIX IV

For illustrative purpose only, set out below is the unaudited pro forma financial information of the Group to show the effect of the Capital Injection as if it had been completed at the relevant dates which is prepared for the purpose of incorporated in this circular.

A. UNAUDITED PRO FORMA STATEMENT OF ASSETS AND LIABILITIES OF THE GROUP

The accompanying unaudited pro forma statement of assets and liabilities of the Group (the “Statement”) has been prepared to illustrate the effect of the proposed capital injection in 北京廣盈房地產開 發有限公司 (Beijing Guangying Residential Property Development Limited) (“Beijing Guangying”) (the “Capital Injection”), assuming the transaction has been completed as at 30 June 2012, might have affected the financial position of the Group.

The Statement is prepared based on the unaudited consolidated pro forma statement of financial position of the Group as at 30 June 2012 as extracted from the Company’s circular published on 26 November 2012 in related to the very substantial acquisition of the entire equity interest in 天津天瀟投資發 展有限公司 (Tianjin Tianxiao Investment Development Company Limited) and the statement of financial position of Beijing Guangying as at 31 August 2012 as extracted from the Accountants’ Report set out in Appendix I of this circular after making certain pro forma adjustments resulting from the Capital Injection.

The Statement is prepared based on a number of assumptions, estimates, uncertainties and currently available information, and is provided for illustrative purposes only. Accordingly, as a result of the nature of the Statement, it may not give a true picture of the actual financial position of the Group that would have been attained had the Capital Injection actually occurred on 30 June 2012. Furthermore, the Statement does not purport to predict the Group’s future financial position.

The Statement should be read in conjunction with the financial information of the Group as set out in the interim report of the Company, the financial information of Beijing Guangying as set out in Appendix I of this circular and other financial information included elsewhere in this circular.

• 36 -

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

APPENDIX IV

Non-current assets Fixed assets – Investment properties – Other property, plant and equipment – Interests in leasehold land held for own use under operating leases Intangible assets Goodwill Interests in associates – Share of net assets – Loan to an associate Other financial assets Deferred tax assets Current assets Inventories Trade and other receivables and prepayment Cash and cash equivalents Current liabilities Trade and other payables Receipts in advance Bank loans Related party loans Current taxation Net current assets Total assets less current liabilities Non-current liabilities Bank loans Related party loans Deferred tax liabilities TOTAL NET ASSETS	The Group Pro forma adjustments Note RMB’000 RMB’000 554,713 1,396,889 715,892 441 267,193 82,538 47,203 (ii) – 805,954 (iii) 4,320 83,169 3,105,155 13,400,519 1,724,869 979,755 (41,540) (i) 16,105,143 3,336,891 1,014,120 102,114 4,358,000 20,792 8,831,917 7,273,226 10,378,381 61,140 5,522,024 805,954 (iii) 298,761 5,881,925 4,496,456	Adjusted balance RMB’000 554,713 1,396,889 715,892 441 267,193 129,741 805,954 4,320 83,169
		3,958,312
		13,400,519 1,724,869 938,215
		16,063,603
		3,336,891 1,014,120 102,114 4,358,000 20,792
		8,831,917
		7,231,686
		11,189,998
		61,140 6,327,978 298,761
		6,687,879
		4,502,119

• 37 -

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

APPENDIX IV

Note:

• (i) To record the capital contribution of RMB41,540,307 to be contributed by the Group into Beijing Guangying pursuant to the conditional capital increase agreement entered by the Group and the then equity owners of Beijing Guangying (“Capital Increase Agreement”).

• (ii) To record the Group’s share of 33% net fair value of the identifiable assets and liabilities of Beijing Guangying upon completion of the Capital Injection. The net fair value of the identifiable assets and liabilities of Beijing Guangying is determined as its net assets of approximately RMB9,915,000 as at 31 August 2012 with fair value adjustments on two parcels of land of Beijing Guangying and the corresponding deferred tax liabilities of approximately RMB120,432,000 and approximately RMB30,108,000 respectively and the capital contribution of RMB42,799,160 pursuant to Capital Increase Agreement.

• (iii) To record the shareholders’ loan paid to Beijing Guangying according to the cooperation agreement entered by the Group and the then equity owners of Beijing Guangying amounted to approximately RMB805,954,000 which is financed by the related party loans.

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UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

APPENDIX IV

B. ACCOUNTANTS’ REPORT ON UNAUDITED PRO FORMA FINANCIAL INFORMATION

The following is the text of a report, prepared for the sole purpose of inclusion in this circular, from the independent reporting accountants, RSM Nelson Wheeler, Certified Public Accountants, Hong Kong.

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29th Floor Caroline Centre Lee Gardens Two 28 Yun Ping Road Hong Kong

15 January 2013

The Board of Directors

Overseas Chinese Town (Asia) Holdings Limited

Dear Sirs,

We report on the unaudited pro forma statement of assets and liabilities (the “Statement”) of Overseas Chinese Town (Asia) Holdings Limited (the “Company”) and its subsidiaries (hereinafter collectively referred to as the “Group”), which has been prepared by the directors of the Company, for illustrative purposes only, to provide information about how the proposed capital injection in 北京廣盈房地產開發有限公司 (Beijing Guangying Residential Property Development Limited) might have affected the assets and liabilities of the Group presented, for inclusion in Appendix IV to the circular of the Company dated 15 January 2013 (the “Circular”). The basis of preparation of the Statement is set out on page 36 to the Circular.

Respective Responsibilities of Directors of the Company and Reporting Accountants

It is the responsibilities solely of the directors of the Company to prepare the Statement in accordance with paragraph 29 of Chapter 4 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) and with reference to Accounting Guideline 7 “Preparation of Pro Forma Financial Information for Inclusion in Investment Circulars” issued by the Hong Kong Institute of Certified Public Accountants (the “HKICPA”).

It is our responsibility to form an opinion, as required by paragraph 29(7) of Chapter 4 of the Listing Rules, on the Statement and to report our opinion to you. We do not accept any responsibility for any reports previously given by us on any financial information used in the compilation of the Statement beyond that owed to those to whom those reports were addressed by us at the dates of their issue.

Basis of opinion

We conducted our engagement in accordance with Hong Kong Standard on Investment Circular Reporting Engagements 300 “Accountants’ Reports on Pro Forma Financial Information in Investment Circulars” issued by the HKICPA. Our work consisted primarily of comparing the unadjusted financial

• 39 -

APPENDIX IV

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

information with source documents, considering the evidence supporting the adjustments and discussing the Statement with the directors of the Company. The engagement did not involve independent examination of any of the underlying financial information.

We planned and performed our work so as to obtain the information and explanations we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the Statement has been properly compiled by the directors of the Company on the basis stated, that such basis is consistent with the accounting policies of the Group and that the adjustments are appropriate for the purposes of the Statement as disclosed pursuant to paragraph 29(1) of Chapter 4 of the Listing Rules.

The Statement is for illustrative purposes only, based on the judgements and assumptions of the directors of the Company, and, because of its hypothetical nature, does not provide any assurance or indication that any event will take place in the future and may not be indicative of the financial position of the Group as at 30 June 2012 or at any future date.

Opinion

In our opinion:

• (a) the Statement has been properly compiled by the directors of the Company on the basis stated;

• (b) such basis is consistent with the accounting policies of the Group; and

• (c) the adjustments are appropriate for the purposes of the Statement as disclosed pursuant to paragraph 29(1) of Chapter 4 of the Listing Rules.

Yours faithfully,

RSM Nelson Wheeler

Certified Public Accountants Hong Kong

• 40 -

APPENDIX V

PROPERTY VALUATION OF BEIJING GUANGYING

The following is the text of a letter and valuation certificate, prepared for the purpose of incorporation in this circular and received from Savills Valuation and Professional Services Limited, an independent property valuer, in connection with their valuation as at 30 November 2012 of the Property.

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The Directors

Overseas Chinese Town (Asia) Holdings Limited Suites 3203-4, Tower 6 The Gateway, Harbour City Canton Road, Tsimshatsui Kowloon Hong Kong

Savills Valuation and Professional Services Limited 23/F Two Exchange Square Central, Hong Kong T : (852) 2801 6100 F : (852) 2530 0756

EA Licence: C-023750 savills.com

15 January 2013

Dear Sirs,

• RE: TWO PARCELS OF LAND NAMELY LOT NOS. A4 AND B4 (INCLUDED IN THE LAND RESERVE PROJECT) LOCATED AT LAIGUANGYING TOWN, CHAOYANG DISTRICT, BEIJING, THE PEOPLE’S REPUBLIC OF CHINA ( 位於中華人民共和國北京市朝陽區來廣�鄉土地儲備項目 A4 和 B4 地塊 ) (THE “PROPERTY”)

In accordance with the instruction from Overseas Chinese Town (Asia) Holdings Limited (hereinafter referred to as the “Company”) for us to value the Property held by 北京廣盈房地產開發有限公司 (Beijing Guangying Residential Property Development Limited) (hereinafter referred to as “Beijing Guangying”) situated in the People’s Republic of China (the “PRC”), we confirm that we have carried out an inspection, made relevant inquiries and obtained such further information as we consider necessary for the purpose of providing you with our opinion of value of the Property as at 30 November 2012 (“Date of Valuation”) for public circular purpose.

Our valuation of the Property is our opinion of its market which we would define as intended to mean “the estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s-length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently, and without compulsion”.

The market value is the best price reasonably obtainable in the market by the seller and the most advantageous price reasonably obtainable in the market by the buyer. This estimate specifically excludes an estimated price inflated or deflated by special terms or circumstances such as atypical financing, leaseback arrangements, joint ventures, management agreements, special considerations or concessions granted by anyone associated with the sale, or any element of special value. The market value of a property is also estimated without regard to costs of sale and purchase, and without offset for any associated taxes.

• 41 -

PROPERTY VALUATION OF BEIJING GUANGYING

APPENDIX V

The Property is held for future development by Beijing Guangying. In valuing the Property, we have adopted the Direct Comparison Approach by making reference to the comparable sales transactions as available in the market and the latest development scheme supplied to us, and have also taken into account the construction cost expended as at the Date of Valuation.

We have been provided with copies of the State-owned Construction Land Use Rights Grant Contract and its supplemental agreement, and the state-owned land use certificates in respect of the Property. However, we have not searched the original documents to verify ownership or to ascertain the existence of any amendments which do not appear on the copies handed to us. We have relied to a considerable extent on information given by the Company and its PRC legal adviser, V&T (Shenzhen) Law Firm, regarding the title and other legal matters to the Property. We have also accepted advice given by the Company to us on such matters as planning approvals or statutory notices, easements, tenure, particulars of occupancy, development scheme, estimated completion date, site and floor areas and all other relevant matters. Dimensions, measurements and areas included in the valuation certificate are based on information contained in the documents provided to us and are therefore only approximations. No on-site measurements have been taken. We have had no reason to doubt the truth and accuracy of the information provided to us by the Company, which is material to our valuation. We were also advised by the Company that no material facts have been omitted from the information supplied. As advised by the PRC legal adviser, there is no investigations, notices, pending litigation, breaches of law or title defects against the Property.

We have inspected the Property. We have not carried out investigations on site to determine the suitability of the ground conditions and the services for any future development. Our valuation is prepared on the assumption that these aspects are satisfactory and that no extraordinary expense or delays will be incurred during the construction period. Moreover, no environmental study for the Property has been made. As advised by the PRC legal adviser, there is no breach of environmental regulations.

No allowance has been made in our valuation for any charges, mortgages or amounts owing on the Property nor for any expenses or taxation which may be incurred in effecting a sale. Unless otherwise stated, it is assumed that the Property is free from encumbrances, restrictions and outgoings of an onerous nature which could affect its value.

The site inspection was carried out on 19 September 2012 by Ms. Gracy Zhou, who is a China Registered Real Estate Appraiser and China Land Valuer.

In valuing the Property, we have complied with the requirements set out in Chapter 5 and Practice Note 12 of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited and the Valuation Standards on Properties (First Edition 2005) published by The Hong Kong Institute of Surveyors.

Unless otherwise stated, all monetary amounts stated in this report are stated in Renminbi (“RMB”).

We enclose herewith our valuation certificate.

Yours faithfully, for and on behalf of

Savills Valuation and Professional Services Limited

Anthony C.K. Lau

MRICS MHKIS RPS(GP) Director

Note: Mr. Anthony C K Lau is a qualified surveyor and has over 20 years’ post qualification experience of valuing properties in both Hong Kong and the PRC.

• 42 -

PROPERTY VALUATION OF BEIJING GUANGYING

APPENDIX V

VALUATION CERTIFICATE

Property

Two parcels of land namely Lot Nos. A4 and B4 (included in the Land Reserve Project) located at Laiguangying Town, Chaoyang District, Beijing, PRC (位於中國北京市朝 陽區來廣�鄉土地儲 備項目A4和B4地塊)

Description and tenure

The Property is situated on the eastern side of No. 1 Road of Chaoke Development Zone, western side of Nan Huqu East Road, southern side of Laiguangying Middle Road and northern side of North Road of Laiguangying Government in Chaoyang District. The immediate area is mainly residential in nature with a few residential buildings and farmer houses erected thereon.

The Property comprises two parcels of land with a total site area of approximately 72,702.14 sq m (782,566 sq ft).

		Market value
		in existing
		state as at
**Particulars **	of	30 November
occupancy		2012

As at the Date of RMB2,563,000,000 Valuation, the Property was a vacant site.

According to the information provided by the Company, the Property is planned to be developed into a residential development with a total planned gross floor area (“GFA”) of approximately 189,256 sq m (2,037,152 sq ft) (aboveground) and 72,720 sq m (782,758 sq ft) (underground), the details of which are as follows:

Use Residential Ancillary facilities Car parks Total	Approximate gross floor area (sq m) (sq ft) 181,756 1,956,422 7,500 80,730 72,720 782,758 261,976 2,819,910	Approximate gross floor area (sq m) (sq ft) 181,756 1,956,422 7,500 80,730 72,720 782,758 261,976 2,819,910
		2,819,910

As advised by the Company, the Property is scheduled to be completed in 2016.

The land use rights of the Property have been granted for a term expiring on 5 March 2082 for residential use.

• 43 -

PROPERTY VALUATION OF BEIJING GUANGYING

APPENDIX V

Notes:

1. Pursuant to the State-owned Construction Land Use Rights Grant Contract No. Jing Di Chu【He】Zi (2012) Di 0069 (京 地出【合】字 (2012) 第0069號) entered into between Beijing Municipal Bureau of Land and Resources (北京市國土資源 局) (“Party A”) and China Merchants Property Development (Beijing) Ltd. (招商局地產（北京）有限公司) (“Beijing China Merchants Property”), Dalian Yingzhi Corporate Management Ltd. (大連盈致企業管理有限公司) (“Dalian Yingzhi”) on 6 March 2012, Party A agreed to grant the land use rights of two parcels of land with a total site area of approximately 72,702.307 sq m to Beijing China Merchants Property and Dalian Yingzhi at a total consideration of RMB2,370,000,000. Details of the Contract are summarized as follows:

Granted land number	:	1001-20 and 1001-24
Site area	:	72,702.00 sq m
Land use	:	residential (R2) and other public facilities (C9)
Total GFA for the aboveground structure	:	189,256 sq m (including 7,500 sq m for other public facilities)
Plot ratio	:	not more than 2.5 times (not including the other public facilities
		erected on another parcel of land with a site area of
		approximately 5,000 sq m)
Land use term	:	70 years commencing on 6 March 2012
Building density	:	not more than 30%
Greenery ratio	:	not less than 30%
Building covenant	:	to be commenced by 28 February 2013 and to be completed by
		28 February 2016

1. Pursuant to the Supplemental Agreement of Appendix 5 to the State-owned Construction Land Use Rights Grant Contract entered into between Beijing Municipal Bureau of Land and Resources (北京市國土資源局) and Beijing China Merchants Property, Dalian Yingzhi, Beijing Guangying on 13 August 2012, the grantee has been changed to Beijing Guangying.

2. Pursuant to two State-owned Land Use Certificates Nos. Jing Chao Guo Yong (2012) Chu Di 00458 and 00462 issued by the People’s Government of Chaoyang District, Beijing on 24 October 2012, the land use rights of the Property have been granted to Beijing Guangying. Details of the said certificates are summarized as below:

Certificate No. Jing Chao Guo Yong (2012) Chu Di 00458 Jing Chao Guo Yong (2012) Chu Di 00462 Total	Site Area Use Expiry Date of Land Use Term (sq m) 63,214.82 Residential 5 March 2082 9,487.32 Residential 5 March 2082 72,702.14

1. As advised by the Company, the expended construction cost as at the Date of Valuation was approximately RMB1,790,841.40. We have taken into account the aforesaid amount in our valuation accordingly.

2. We have been provided with a legal opinion on the title to the Property issued by the Company’s PRC legal adviser, which contains, inter alia, the following information:

3. i. Beijing Guangying has fully paid the land premium as stipulated in the Contract and has obtained the Land Use Certificates of the Property; and

4. ii. Beijing Guangying is entitled to use, occupy, lease, mortgage or dispose of by other legal means of the land use rights of the Property within the residual land use term.

5. 44 -

GENERAL INFORMATION

APPENDIX VI

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

2. DISCLOSURE OF INTERESTS

(i) Directors’ and chief executives’ interests and short positions in securities of the Company and its associated corporations

As at the Latest Practicable Date, interests and short positions in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) of the Directors and chief executives of the Company which have been notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which were taken or deemed to have under such provisions of the SFO) or have been entered in the register maintained by the Company pursuant to section 352 of the SFO, or otherwise have been notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies (the “Model Code”) are as follows:

Long Positions in Underlying Shares of the Company

				Approximate
	Number of			% of issued
	underlying		Nature of	share capital of
Name of Directors	shares held	Capacity	interest	the Company
He Haibin (Note 1)	400,000	Beneficial owner	Personal	0.08%
Notes:

1. Mr. He Haibin is taken to be interested as a grantee of options to subscribe for 400,000 Shares under the share option scheme of the Company.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or chief executives of the Company had any interests or short positions in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) as recorded in the register required to be kept by the Company under section 352 of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code.

• 45 -

GENERAL INFORMATION

APPENDIX VI

(ii) Persons who have interests or short positions which are discloseable under Divisions 2 and 3 of Part XV of the SFO

As at the Latest Practicable Date, as far as is known to the Directors, the following persons (not being a Director or chief executive of the Company) had interests or short positions in the shares or underlying shares which fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO as recorded in the register required to be kept by the Company pursuant to section 336 of the SFO:

Long Position in the Shares

			Approximate %
			of issued share
Name of Substantial		No. of	capital of the
Shareholders	Capacity/Nature	Shares held	Company
Pacific Climax (Note 1)	Beneficial owner	294,894,000	57.85%
Overseas Chinese Town	Interest of a controlled	294,894,000	57.85%
(HK) Company Limited	corporation
(“OCT (HK)”) (Note 2)
Shenzhen Overseas Chinese	Interest of a controlled	294,894,000	57.85%
Town Company Limited	corporation
(“OCT Ltd”) (Note 3)
Overseas Chinese Town	Interest of a controlled	294,894,000	57.85%
Enterprises Company	corporation
(“OCT Group”) (Note 4)
Others
UBS AG	Interest of a controlled	51,162,000	10.04%
	corporation (Note 5)

Notes:

• (1) Ms. Xie Mei, being an executive Director, is also a director of Pacific Climax.

• (2) OCT (HK) is the beneficial owner of all the issued share capital in Pacific Climax. Therefore, OCT (HK) is deemed, or taken to be interested in these Shares for the purpose of the SFO. Ms. Wang Xiaowen and Ms. Xie Mei, both being executive Directors, are also directors of OCT (HK).

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

• 46 -

GENERAL INFORMATION

APPENDIX VI

• (4) OCT Group is the beneficial owner of 56.62% of the issued shares in OCT Ltd., which is the beneficial owner of all the issued share capital in OCT (HK) and in turn, the beneficial owner of all the issued share capital in Pacific Climax. Therefore, OCT Group is deemed, or taken to be interested in all the Shares which are beneficially owned by Pacific Climax for the purpose of the SFO.

• (5) The interest of UBS AG is derived from the interests in 38,708,000 Shares, 8,920,000 Shares and 3,534,000 Shares (total: 51,162,000 Shares) held by UBS Fund Services (Luxembourg) SA, UBS Global Asset Management (Hong Kong) Ltd. and UBS Global Asset Management (Singapore) Ltd., respectively, which are directly wholly-owned by UBS AG. Therefore, UBS AG is deemed, or taken to be interested in the total of 51,162,000 Shares for the purpose of the SFO.

Save as disclosed above, no other interests required to be recorded in the register kept under section 336 of the SFO have been notified to the Company as at the Latest Practicable Date.

3. COMPETING INTERESTS

As at the Latest Practicable Date, so far as the Directors are aware, none of the Directors or their respective associates has any interest in any business which competes or is likely to compete with the businesses of the Group.

4. SERVICE CONTRACT

As at the Latest Practicable Date, none of the Directors has a service contract with any member of the Group which was not determinable by the Group within one year without payment of compensation (other than statutory compensation).

5. INTEREST IN THE GROUP’S ASSETS OR CONTRACTS OR ARRANGEMENTS SIGNIFICANT TO THE GROUP

As at the Latest Practicable Date, none of the Directors or the experts as named in the paragraph headed “Experts and Consents” in this appendix had any interest, direct or indirect, in any assets which have been, since 31 December 2011 (being the date to which the latest published audited accounts of the Company were made up), acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group.

As at the Latest Practicable Date, none of the Directors was materially interested in any contract or arrangement entered into by any member of the Group subsisting at the date of this circular and which is significant in relation to the businesses of the Group.

6. LITIGATION

As at the Latest Practicable Date, so far as the Directors are aware, the Group was not engaged in any litigation or claims of material importance, and so far as the Directors are aware, no litigation or claims of material importance is pending or threatened against the Group.

• 47 -

GENERAL INFORMATION

APPENDIX VI

7. MATERIAL CONTRACTS

The following contracts (not being contracts in the ordinary course of business) have been entered into by members of the Group within the two years preceding the date of this circular and are or may be material:

• (a) the capital investment agreement (the “Shanghai Capital Investment Agreement”) entered into between 深圳華僑城房地產有限公司 (Overseas Chinese Town Real Estate Company Limited) (“OCT Properties”) and Great Tec Investment Limited (an indirect wholly-owned subsidiary of the Company) (“Great Tec”) dated 5 January 2012, pursuant to which Great Tec agreed to make a capital injection of RMB2,232,000,000 into 華僑城（上海）置地有限公司 (Overseas Chinese Town (Shanghai) Land Company Limited) (“OCT Shanghai Land”), whereby the equity interest of OCT Shanghai Land would be owned as to 50.5% by Great Tec and as to 49.5% by OCT Properties with the registered capital of RMB1,530,000,000 be held by Great Tec and the surplus of RMB702,000,000 be booked as capital reserve of OCT Shanghai Land;

• (b) the loan agreement entered into between Overseas Chinese Town (HK) Company Limited (as lender) and the Company (as borrower) dated 5 January 2012, pursuant to which the Company agreed to lend from Overseas Chinese Town (HK) Company Limited a sum of RMB900,000,000 for a term of 5 years from the date the loan agreement becomes unconditional at an interest rate of 3.62% per annum payable every six months from the date of drawdown;

• (c) the agreement (the “Tianjin Tianxiao Agreement”) entered into between Excel Founder Limited (銳振有限公司) (“Excel Founder”) (as purchaser), an indirectly wholly-owned subsidiary of the Company, and 天津津濱發展股份有限公司 (Tianjin Jinbin Development Company Limited) (“Tianjin Jinbin”) on 2 November 2012, pursuant to which Excel Founder has conditionally agreed to acquire and Tianjin Jinbin has conditionally agreed to dispose of the entire equity interest in 天津天瀟投資發展有限公司 (Tianjin Tianxiao Investment Development Company Limited) (“Tianjin Tianxiao”) and all rights attached thereto for the consideration of RMB384,995,400;

• (d) the supplemental agreement entered into between Excel Founder and Tianjin Jinbin on 2 November 2012, setting out further arrangement concerning a piece of land with an aggregate area of 131,768.8 square meters located in the area of Jintang Road (津塘路), Hedong District (河東區), Tianjin, the PRC owned by Tianjin Tianxiao and the financial position of Tianjin Tianxiao;

• (e) the undertaking given by the Company to Tianjin Jinbin dated 2 November 2012, pursuant to which the Company guarantees the due performance of Excel Founder’s obligations under the Tianjin Tianxiao Agreement and the Tianjin Tianxiao Supplemental Agreement;

• (f) the Capital Increase Agreement; and

• (g) the Cooperation Agreement.

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GENERAL INFORMATION

APPENDIX VI

8. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors were not aware of any material adverse change in the financial or trading position of the Group since 31 December 2011 (being the date to which the latest published audited accounts of the Company were made up).

9. EXPERTS AND CONSENTS

• (a) The following is the qualification of the experts which have given their opinions which

Name Qualification RSM Nelson Wheeler Certified Public Accountants Savills Valuation and Professional Independent Property Valuer Services Limited

V&T PRC legal advisers

• (b) As at the Latest Practicable Date, none of RSM Nelson Wheeler, Savills Valuation and Professional Services Limited or V&T had any shareholding in any member of the Group or any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

• (c) Each of RSM Nelson Wheeler, Savills Valuation and Professional Services Limited and V&T has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter, opinion, report and references to its name in the form and context in which they are included.

• (d) The letter, opinion and report given by each of RSM Nelson Wheeler, Savills Valuation and Professional Services Limited and V&T is given as of the date of this circular for incorporation in this circular.

10. GENERAL

• (a) The company secretary and the qualified accountant of the Company is Mr. Fong Fuk Wai, who is a fellow member of the Hong Kong Institute of Certified Public Accountants.

• (b) The Company’s registered office is at Clifton House, 75 Fort Street, PO Box 1350 GT, George Town, Grand Cayman, Cayman Islands. The head office and principal place of business is at Suites 3203-3204, Tower 6, The Gateway, Harbour City, Canton Road, Tsimshatsui, Kowloon, Hong Kong.

• (c) The Hong Kong branch share registrar and transfer office of the Company is Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong.

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GENERAL INFORMATION

APPENDIX VI

• (d) The English text of this circular shall prevail over the Chinese text.

11. DOCUMENTS AVAILABLE FOR INSPECTION

A copy of the following documents are available for inspection during normal business hours except on Saturday, Sunday and public holidays at the office of the Company in Hong Kong at Suites 3203-3204, Tower 6, The Gateway, Harbour City, Canton Road, Tsimshatsui, Kowloon, Hong Kong from the date of this circular up to and including 29 January 2013:

• (a) the memorandum and articles of association of the Company;

• (b) the letter from the Board, the text of which is set out on pages 4 to 11 of this circular;

• (c) the annual reports of the Company for the three years ended 31 December 2011;

• (d) the accountants’ report of Beijing Guangying, the text of which is set out in Appendix I of this circular;

• (e) the report on the unaudited pro forma financial information of the Group, the text of which is set out in Appendix IV of this circular;

• (f) the property valuation report, the text of which is set out in Appendix V of this circular;

• (g) the material contracts referred to in the paragraph headed “Material Contracts” in this appendix;

• (h) the written consents referred to in the paragraph headed “Experts and Consents” in this appendix;

• (i) the circular of the Company dated 8 March 2012 in relation to, among other things, renewal of general mandates to issue new shares and repurchase shares and notice of annual general meeting;

• (j) the circular of the Company dated 23 March 2012 in relation to, among other things, very substantial acquisition and connected transaction concerning the Shanghai Capital Investment Agreement;

• (k) the circular of the Company dated 26 November 2012 in relation to, among other things, very substantial acquisition concerning the Tianjin Tianxiao Acquisition; and

• (l) this circular.

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