RemeGen Co., Ltd. — Capital/Financing Update 2020

Dec 30, 2020

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 your licensed securities dealer, registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Overseas Chinese Town (Asia) Holdings Limited (the “ Company ”), you should hand this circular together with the accompanying proxy form at once to the purchaser or transferee or to the bank, licensed securities dealer or registered institution in securities 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.

Overseas Chinese Town (Asia) Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 03366)

MAJOR TRANSACTION DISPOSAL OF LISTED SECURITIES IN TONGCHENG-ELONG

31 December 2020

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Appendix I – Financial Information of the Group . . . . . . . . . . . . . . . . . . . . . . . . . .	I-1
Appendix II – General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	II-1

• i -

DEFINITIONS

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

“associate(s)” has the meaning ascribed to it under the Listing Rules “Board” the board of Directors of the Company “City Legend” City Legend International Limited (華昌國際有限公司), a company incorporated in Hong Kong with limited liability and is a whollyowned subsidiary of the Company “close associate(s)” has the meaning ascribed to it under the Listing Rules “Company” Overseas Chinese Town (Asia) Holdings Limited (華僑城（亞洲）控 股有限公司), 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 “connected person(s)” has the meaning ascribed to it under the Listing Rules “Director(s)” the director(s) of the Company “Disposals” the First Disposal, the Second Disposal, the Third Disposal and the Fourth Disposal

“Disposed Tongcheng-Elong the 24,686,400 Tongcheng-Elong Shares disposed of by the Shares” Company in the Disposals “First Disposal” the disposal by the Company of an aggregate of 5,919,600 Tongcheng-Elong Shares on-market in a series of transactions between 27 August 2020 and 28 August 2020 “Fourth Disposal” the disposal by the Company of an aggregate of 8,201,200 Tongcheng-Elong Shares on-market in a series of transactions between 18 November 2020 and 20 November 2020 “Group” the Company and its subsidiaries “HK$” Hong Kong dollar(s), the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China “Independent Third Party(ies)” parties independent of and not connected with the Company and its connected persons

• 1 -

DEFINITIONS

“Latest Practicable Date”	28 December 2020, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information in this
	circular
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“OCT Group”	Overseas Chinese Town Company Limited (華僑城集團有限公司),
	a PRC state-owned company established in the PRC, and the
	holding company of OCT Ltd.
“OCT (HK)”	Overseas Chinese Town (HK) Company Limited, a company
	incorporated in Hong Kong with limited liability and wholly
	owned by OCT Ltd.
“OCT Ltd.”	Shenzhen Overseas Chinese Town Co., Ltd. (深圳華僑城股份有限
	公司), a company established in the PRC, the shares of which are
	listed on the Shenzhen Stock Exchange (stock code: 000069)
“Pacific Climax”	Pacific Climax Limited, a company incorporated in the British
	Virgin Islands with limited liability, a controlling shareholder of the
	Company and is wholly-owned by OCT (HK)
“Previous Disposals”	the First Disposal, the Second Disposal and the Third Disposal
“PRC”	the People’s Republic of China, for the purpose of this circular,
	excluding Hong Kong, the Macau Special Administrative Region of
	the People’s Republic of China and Taiwan
“RMB”	Renminbi, the lawful currency of the PRC
“Second Disposal”	the disposal by the Company of an aggregate of 5,192,800
	Tongcheng-Elong Shares on-market in a series of transactions
	between 31 August 2020 and 11 November 2020
“SFO”	Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong)
“Share(s)”	the ordinary share(s) of the Company
“Shareholder(s)”	the shareholder(s) of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited

• 2 -

DEFINITIONS

“Third Disposal”	the disposal by the Company of an aggregate of 5,372,800
	Tongcheng-Elong Shares on-market in a series of transactions
	between 12 November 2020 and 17 November 2020
“Tongcheng-Elong”	Tongcheng-Elong Holdings Limited (同程藝龍控股有限公司), 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 (stock code: 0780)
“Tongcheng-Elong Shares”	the shares of Tongcheng-Elong
“United States”	United States of America
“US$”	United States dollars, the law currency of the United States
“%”	per cent

Unless otherwise specified in this circular, the exchange rate of HK$1.00 = RMB0.848 has been used, where applicable, for the purpose of illustration only and does not constitute a representation that any amount has been, could have been or may be exchanged at such a rate or at any other rates.

In this circular, if there is any inconsistency between the Chinese names of the entities or enterprises established in the PRC and their English translations, the Chinese names shall prevail.

• 3 -

LETTER FROM THE BOARD

Overseas Chinese Town (Asia) Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 03366)

Executive Directors: Registered Office: Mr. Zhang Dafan (Chairman) Windward 3 Ms. Xie Mei (Chief Executive Officer) Regatta Office Park Mr. Lin Kaihua PO Box 1350 Grand Cayman KY1-1108 Non-executive Director: Cayman Islands

Non-executive Director: Mr. Wang Wenjin

Head office and principal place of Independent Non-executive Directors: business in Hong Kong: Ms. Wong Wai Ling 59/F., Bank of China Tower, Professor Lam Sing Kwong Simon 1 Garden Road, Mr. Chu Wing Yiu Hong Kong

31 December 2020

To the Shareholders

Dear Sir or Madam,

MAJOR TRANSACTION DISPOSAL OF LISTED SECURITIES IN TONGCHENG-ELONG

INTRODUCTION

Reference is made to the announcements of the Company dated 28 August 2020, 11 November 2020 and 17 November 2020 in relation to the Previous Disposals, and the announcement of the Company dated 20 November 2020 in relation to the Fourth Disposal.

The purpose of this circular is to provide you with, among other things, (i) further details of the Disposals; and (ii) the financial information of the Group.

On 10 May 2018, City Legend, a wholly-owned subsidiary of the Company, entered into an equity transfer agreement with the then shareholder of Tongcheng-Elong to acquire a total of 10,607,948 Tongcheng-Elong Shares at a consideration of RMB1,176,470,588, which was completed on 5 June 2018. Tongcheng-Elong Shares was listed on the main board of the Stock Exchange on 26 November 2018 (the

• 4 -

LETTER FROM THE BOARD

“ Listing Date ”). Upon completion of the capitalisation issue and global offering of Tongcheng-Elong Shares on the Listing Date, City Legend held a total of 106,079,480 Tongcheng-Elong Shares. The original purchase price for the 106,079,480 Tongcheng-Elong Shares was approximately RMB11.09 per TongchengElong Share (equivalent to approximately HK$13.08). For details, please refer to the Company’s circular dated 30 August 2018.

THE PREVIOUS DISPOSALS

Between 27 August 2020 and 17 November 2020, City Legend had disposed of an aggregate of 16,485,200 Tongcheng-Elong Shares. Details of the Previous Disposals are summarised below:

	No. of	Average selling	Highest selling	Lowest selling
	Tongcheng-	price per	price per	price per
	Elong	Tongcheng-	Tongcheng-	Tongcheng-	Gross sale
	Shares	Elong Share	Elong Share	Elong Share	proceeds
		HK$	HK$	HK$	HK$’million
First Disposal
(27 August 2020 –
28 August 2020)	5,919,600	15.82	16.46	15.30	93.7
Second Disposal
(31 August 2020 –
11 November 2020)	5,192,800	14.68	15.94	14.10	76.2
Third Disposal
(12 November 2020
– 17 November
2020)	5,372,800	14.41	14.64	14.10	77.4

THE FOURTH DISPOSAL

City Legend further disposed on-market of an aggregate of 8,201,200 Tongcheng-Elong Shares in a series of transactions between 18 November 2020 and 20 November 2020, at the average selling price of HK$14.65 per Tongcheng-Elong Share (highest selling price: HK$14.74 per Tongcheng-Elong Share; and lowest selling price: HK$14.40 per Tongcheng-Elong Share).

As the Fourth Disposal was made on the market, the Company is not aware of the identities of the purchasers of the Tongcheng-Elong Shares. To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, each of the purchasers of the Tongcheng-Elong Shares and their ultimate beneficial owners are Independent Third Parties.

Assets disposed

The Group disposed of a total of 8,201,200 Tongcheng-Elong Shares at the average selling price of HK$14.65 per Tongcheng-Elong Share. Before the Fourth Disposal, the Group held a total of 89,594,280 Tongcheng-Elong Shares, representing approximately 4.13% of the issued share capital of Tongcheng-Elong (calculated based on the 2,168,788,091 Tongcheng-Elong Shares issued by Tongcheng-Elong as at 30 October

• 5 -

LETTER FROM THE BOARD

2020 according to the monthly return of Tongcheng-Elong dated 5 November 2020). Immediately after the Fourth Disposal, the Group held 81,393,080 Tongcheng-Elong Shares, representing approximately 3.75% of the issued share capital of Tongcheng-Elong as at 31 October 2020.

Subsequent to the Fourth Disposal, City Legend had further disposed on-market an aggregate of 10,843,200 Tongcheng-Elong Shares in a series of transactions between 23 November 2020 and 18 December 2020. For further details, please refer to the Company’s announcements dated 2 December 2020 and 18 December 2020. As at the Latest Practicable Date, the Group held a total of 70,549,880 TongchengElong Shares, representing approximately 3.25% of the issued share capital of Tongcheng-Elong as at 30 November 2020.

Consideration

The aggregate gross sale proceeds of the Fourth Disposal were approximately HK$120 million (approximately RMB102 million), which is receivable in cash on settlement. The consideration for the Fourth Disposal represented the market price of the Tongcheng-Elong Shares at the time of the Fourth Disposal.

INFORMATION OF THE GROUP AND CITY LEGEND

The Company is an investment holding company and the Group is principally engaged in comprehensive development, equity investment and fund management businesses. The comprehensive development business involves the development and sale of residential properties, the development and management of commercial properties, and the development and operation of tourism projects. The equity investment and fund management business involves private equity investments.

City Legend is a wholly-owned subsidiary of the Company and is incorporated under the laws of Hong Kong with limited liability. It is principally engaged in investment holding.

INFORMATION ON TONGCHENG-ELONG

Tongcheng-Elong is an exempted company incorporated in the Cayman Islands with limited liability. It is principally engaged in the provision of travel products and services in the PRC’s online travel industry. Their products and services include accommodation reservation, transportation ticketing, attractions ticketing and various ancillary value-added products and services.

The following financial information of Tongcheng-Elong is extracted from the annual reports of Tongcheng-Elong for the two years ended 31 December 2018 and 31 December 2019, and the interim report of Tongcheng-Elong for the six months ended 30 June 2020:

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LETTER FROM THE BOARD

		For the year ended 31 December	For the year ended 31 December	For the six
				months ended 30
		2018	2019	June 2020
		(audited)	(audited)	(unaudited)
		RMB’000	RMB’000	RMB’000
Profit	before tax	601,526	881,511	56,993
Profit	after tax	534,539	686,522	55,128

The net assets of Tongcheng-Elong as at 30 June 2020 as disclosed in the interim report of Tongcheng-Elong for the six months ended 30 June 2020 was approximately RMB13,414,564,000.

REASONS FOR AND BENEFIT OF THE DISPOSALS

As a result of the Disposals, the Group is expected to recognise a gain before taxation of approximately RMB7,061,000 included in the other comprehensive income, which is calculated on the basis as disclosed in the section headed “Financial Effect of the Disposals” below. The net proceeds from the Disposals, net of expenses payable for the Disposals, is estimated to be approximately RMB316 million. The Board intends to apply the net proceeds from the Disposals as working capital in the following manner: (i) approximately 4% as administrative expenses; (ii) approximately 44% to repay the principal and interest of the bank loans of the Company; and (iii) approximately 52% for the payment of distribution of the perpetual capital securities of the Company.

The Disposals were made at market price and the Board is of the view that the Disposals are conducted in the ordinary course of the Group’s equity investment and fund management business. The Disposals are fair and reasonable and on normal commercial terms. Having considered that the Disposals can realise a portion of its investments and enhance the liquidity of the Company, the Board considers that the Disposals are in the interests of the Company and the Shareholders as a whole.

FINANCIAL EFFECT OF THE DISPOSALS

The Disposals increased the amount of cash of the Group for approximately RMB316 million (net of expenses payable for the Disposals); and decreased the amount of equity investment designated at fair value through other comprehensive income of approximately RMB309 million.

The Group is expected to recognise a total gain before taxation for the Disposals of approximately RMB7,061,000 included in the other comprehensive income, which is calculated on the basis of the difference between the gross sale proceeds of the Disposals of approximately RMB317 million, and the sum of (i) the carrying amount as at 31 December 2019 of approximately RMB309 million of the Disposed Tongcheng-Elong Shares, which is classified as equity investment designated at fair value through other comprehensive income; and (ii) the transaction costs of approximately RMB404,000 in relation to the Disposals.

• 7 -

LETTER FROM THE BOARD

LISTING RULES IMPLICATIONS

Since the Fourth Disposal was conducted within 12 months of the completion of the Previous Disposals, the Fourth Disposal was required to be aggregated with the Previous Disposals as a series of transactions pursuant to Rule 14.22 of the Listing Rules.

As the highest applicable percentage ratio calculated pursuant to Chapter 14 of the Listing Rules in respect of the Fourth Disposal when aggregated with the Previous Disposals exceeds 25% but less than 75%, the Disposals constitute a major transaction under Chapter 14 of the Listing Rules, and is subject to the reporting, announcement, circular and shareholders’ approval requirements under Chapter 14 of the Listing Rules.

As no Shareholder has a material interest in the Disposals, none of the Shareholders is required to abstain from voting if the Company were to convene a general meeting for the approval of the Disposals. The Company has obtained a written approval from Pacific Climax, which, as at the Latest Practicable Date, held 530,894,000 Shares (representing approximately 70.94% of the issued share capital of the Company), for the approval of the Disposals in lieu of a resolution to be passed at a general meeting of the Company pursuant to Rule 14.44 of the Listing Rules. As such, no extraordinary general meeting will be convened by the Company to approve the Disposals.

RECOMMENDATION

The Board (including the independent non-executive Directors) considers that the Disposals are fair and reasonable and in the best interests of the Company and the Shareholders as a whole.

Although a general meeting will not be convened by the Company to approve the Disposals, if such a general meeting were to be convened by the Company, the Board would recommend the Shareholders to vote in favour of the resolutions to approve the Disposals.

ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular.

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

Chairman

• 8 -

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

1. FINANCIAL INFORMATION OF THE GROUP

Financial information of the Group for the financial years ended 31 December 2017, 2018 and 2019, and for the six months ended 30 June 2020 were disclosed in the following documents:

The audited consolidated financial statements of the Group for the year ended 31 December 2017 have been set out in pages 77 to 178 of the 2017 annual report of the Company which was posted on 13 April 2018 on the Stock Exchange’s website (https://www1.hkexnews.hk/listedco/listconews/sehk/2018/0413/ ltn20180413403.pdf).

The audited consolidated financial statements of the Group for the year ended 31 December 2018 have been set out in pages 97 to 230 of the 2018 annual report of the Company which was posted on 26 April 2019 on the Stock Exchange’s website (https://www1.hkexnews.hk/listedco/listconews/sehk/2019/0426/ ltn201904261057.pdf).

The audited consolidated financial statements of the Group for the year ended 31 December 2019 have been set out in pages 113 to 242 of the 2019 annual report of the Company which was posted on 5 May 2020 on the Stock Exchange’s website (https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0505/ 2020050500961.pdf).

The unaudited consolidated financial statements of the Group for the six months ended 30 June 2020 have been set out in pages 37 to 72 of the 2020 interim report of the Company which was posted on 17 September 2020 on the Stock Exchange’s website (https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0917/ 2020091700745.pdf).

2. INDEBTEDNESS STATEMENT

As at the close of business on 31 October 2020, being the date of this indebtedness statement prior to the printing of this circular, the Group had total borrowings of approximately RMB8,332.75 million, comprising secured and guaranteed bank and related party loans of approximately RMB2,877.12 million, and unsecured and unguaranteed bank and related party loans of approximately RMB5,455.63 million.

As at 31 October 2020, the Group’s secured and guaranteed bank loans were secured and guaranteed by: (i) other property, plant and equipment and interests in leasehold land held for own use with a total carrying value of approximately RMB1,799.53 million; and (ii) guarantees provided by OCT Ltd. and OCT (HK), which are intermediate parents of the Company.

As at 31 October 2020, the Group had outstanding obligations under lease with a carrying amount of approximately RMB75.01 million.

As at 31 October 2020, save for the guarantees of approximately RMB634.88 million given to financial institutions for mortgage facilities granted to buyers of the Group’s properties, the Group had no other material contingent liabilities.

• I-1 -

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

As at 31 October 2020, Overseas Chinese Town (Shanghai) Land Company Limited (華僑城（上海） 置地有限公司, “ OCT Shanghai Land ”), a non-wholly owned subsidiary of the Company, participated in a real estate investment trust (the “ REITS ”) programme. The funds raised under the REITS programme totalled RMB2,150.00 million, consisting of preferential asset-backed securities which amounted to RMB1,935.00 million from investors other than the Group, and secondary asset-backed securities which amounted to RMB215.00 million from the Group. The entire funds raised (after deducting the relevant fees and expenses) from the two kinds of securities remained in the Group in the form of loans from the investors to the Group as long-term liabilities.

Foreign currency amounts have been, for the purposes of this indebtedness statement, translated into RMB at the approximate rates of exchange applicable at the close of business on 31 October 2020.

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 31 October 2020, the Group did not have any other outstanding mortgages, charges, debentures or other loan capital, bank overdrafts or loans, other similar indebtedness, lease liabilities or hire purchase lease commitments, liabilities under acceptance or acceptance credit, guarantees or other material contingent liabilities.

3. WORKING CAPITAL

The Directors are of the opinion that, taking into account the financial resources available to the Group, including the internally generated funds and the presently available bank facilities, and taking into account the impact of the Disposals, the Group will have sufficient working capital for its requirements for at least the next 12 months from the date of this circular.

4. CONTINGENT LIABILITIES

Save as disclosed in this circular, the Group has no other material contingent liabilities. The Group is not involved in any current material legal proceedings, nor is the Group aware of any such material legal proceedings. The Group would record any loss contingencies when, based on the information then available, it is probable that a loss had been incurred and the amount of the loss can be reasonably estimated. The Group confirms that there has not been any material change in the level of its contingent liabilities since 31 December 2019 up to the Latest Practicable Date.

5. FINANCIAL AND TRADING PROSPECTS OF THE GROUP

For the year ended 31 December 2019, the Group realised revenue from the continuing operations of approximately RMB2.07 billion, representing an increase of approximately 30.7% compared to the same period of 2018. For the year ended 31 December 2019, profit attributable to equity holders of the Company was approximately RMB267 million, representing a decrease of approximately 66.6% compared to the same period of 2018. For the year ended 31 December 2019, the Group’s gross profit margin from the continuing operations was approximately 37.0% (2018: approximately 35.2%), representing an increase of 1.8 percentage points compared to the same period of 2018. As at 30 June 2020, the Group’s total assets amounted to approximately RMB29.273 billion; the Group’s total equity amounted to approximately RMB13.630 billion.

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Comprehensive Development

It is expected that in the second half of 2020, the epidemic will continue to spread globally and the global economy will be in recession. Under the policy of “six stabilities and six guarantees”, the PRC’s economy will recover ahead of the rest of the world and become the main driver of the global economic growth. As a crucial part of social fixed asset investment and household consumption, real estate will continue to play an important role as a social and economic stabiliser. It is expected that under the main tone of “housing is not for speculation”, the precise and efficient control policy of “taking measures in response to local conditions” will continue to deepen. In the second half of 2020, the Group will accelerate the sellthrough of existing projects, and strive to overcome the impact of the epidemic, accelerate the progress of the projects, and refine cost control while ensuring the quality of the projects. Meanwhile, the Group will improve liquidity, and speed up capital turnover by revitalising existing assets. On the other hand, the Group will seize the development opportunities in the Guangdong-Hong Kong-Macao Greater Bay Area and the Yangtze River Delta Area to obtain low-cost and high-quality land in a timely manner so as to enrich its project resource reserves.

Equity Investment and Fund Management

Looking forward to the second half of 2020, facing fundraising headwinds, government-guided funds will intensify the layout of equity investment. However, the growth rate will slow down, the leading institutions will be favoured by more capital, and it will be difficult for many small and medium-sized institutions to maintain operation. The polarisation will be more obvious, and the industrial capital that has industrial resource advantages and can provide empowerment for the investees is expected to be further recognised by high-quality enterprises. At the same time, due to the impact of the epidemic, corporate financing needs have increased substantially, and industrial capital will usher in good opportunities for investment and layout.

Being the only offshore listed company of OCT Group, the Group’s equity investment and fund management businesses will be based in the Yangtze River Delta and the Guangdong-Hong Kong-Macao Greater Bay Area, having culture, tourism, technology, education, consumption, mega healthcare, new urbanisation and other industries as its key investment areas. The Group will fully leverage on its strengths in industry capital investment and merger and acquisition, strengthen the effectiveness of investment management, explore channels to create synergy, and facilitate the rapid development of the investees.

In the second half of 2020, Xiamen OCT Runyu Investment Partnership (Limited Partnership) (廈門 華僑城潤禹投資合夥企業（有限合夥), the “ Xiamen Partnership ”）under the Group will accelerate the promotion of equity investment of urbanisation projects companies in the Guangdong-Hong Kong-Macao Greater Bay Area, the Yangtze River Delta Economic Zone and other regions. Dongguan City OCT Lüwen Technology Investment Partnership (Limited Partnership) (東莞市華僑城旅文科技投資合夥企業（有限合 夥), the “ Dongguan Partnership ”) will actively seek for high-quality companies with the potential in the segment and carefully select high quality projects. In addition, the Group will continue to explore fund cooperation with high-quality capital contributors in the industry (such as government-guided funds and industry-leading enterprises) to strive to expand our fund management scale.

• I-3 -

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Finance Lease

In the second half of 2020, in terms of financial leasing business, the Group will grasp the changes in the macro environment, follow the regulatory trend of the China Banking and Insurance Regulatory Commission, actively expand customer base and strictly control risks.

• I-4 -

GENERAL INFORMATION

APPENDIX II

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 is 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 INTEREST

Directors’ and chief executives’ interests and short positions in the 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:

			Approximate % of
			issued share
		Number of	capital of the
Name of Director	Capacity/Nature	Shares held	Company
Lam Sing Kwong Simon	Beneficial owner	1,000,000	0.13%
		(long position)

Save as disclosed above, as at the Latest Practicable Date, none of the Directors nor 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.

• II-1 -

GENERAL INFORMATION

APPENDIX II

Persons who have interests or short positions which are disclosable 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 of the Company 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:

Name of			Approximate % of
Substantial		Number of	issued share capital
Shareholder	Capacity/Nature	Shares held	of the Company
Pacific Climax	Beneficial owner (note 1)	530,894,000	70.94%
		(long position)
OCT (HK)	Interest of a controlled	530,894,000	70.94%
	corporation (note 2)	(long position)
OCT Ltd.	Interest of a controlled	530,894,000	70.94%
	corporation (note 3)	(long position)
OCT Group	Interest of a controlled	530,894,000	70.94%
	corporation (note 4)	(long position)

Notes:

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

• (2) OCT (HK) is the beneficial owner of all the issued share capital in Pacific Climax. Therefore, OCT (HK) is deemed, or taken to be interested in all the Shares beneficially held by Pacific Climax for the purpose of the SFO. Mr. Zhang Dafan and Ms. Xie Mei, both being an executive Director, and Mr. Wang Wenjin, being a non-executive Director, are also directors of OCT (HK).

• (3) OCT Ltd. is the beneficial owner of all the issued share capital of OCT (HK), which is in turn the beneficial owner of all the issued share capital of Pacific Climax. OCT Ltd. is deemed, or taken to be interested in all the Shares which are beneficially owned by OCT (HK) and 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.

• (4) OCT Group is the beneficial owner of 46.99% of the issued shares of OCT Ltd., which is the beneficial owner of all the issued shares of OCT (HK), which is, in turn, the beneficial owner of all the issued share capital of Pacific Climax. Therefore, OCT Group is deemed, or taken to be interested in all the Shares which are beneficially owned by OCT Ltd., OCT (HK) and Pacific Climax for the purpose of the SFO.

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.

• II-2 -

GENERAL INFORMATION

APPENDIX II

3. COMPETING INTERESTS

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

4. SERVICE CONTRACTS

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 had any interest, direct or indirect, in any assets which have been, since 31 December 2019 (being the date to which the latest published 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. MATERIAL ADVERSE CHANGE

The Directors confirm that there had been no material adverse change in the financial or trading position of the Group since 31 December 2019 (being the date to which the latest published accounts of the Company were made up) up to and including the Latest Practicable Date.

7. MATERIAL CONTRACTS

The following contracts (not being contracts entered into in the ordinary course of business of the Group) had been entered into by members of the Group within the two years immediately preceding the Latest Practicable Date and are or may be material:

• (a) the equity transfer agreement dated 24 December 2018 entered into between Chengdu Tianfu OCT Industry Development Co., Ltd. (成都天府華僑城實業發展有限公司, “ Chengdu OCT” ), Zhongbao Investment Overseas Chinese Town (Shenzhen) Tourism Cultural City Renewal Equity Investment Fund Partnership (Limited Partnership) (中保投華僑城（深圳）旅 遊文化城市更新股權投資基金合夥企業 (有限合夥), “ Zhongbao Investment Fund” ) and Chengdu Tianfu OCT Lakeside Business Management Co. Ltd. (成都天府華僑城湖濱商業管 理有限公司, “ OCT Lakeside” ) in relation to the disposal of 51% equity interest in OCT Lakeside by Chengdu OCT to Zhongbao Investment Fund at the consideration of approximately RMB60.53 million;

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• (b) the equity transfer agreement dated 27 December 2018 entered into between Wantex Investment Limited (榮添投資有限公司), an indirectly wholly-owned subsidiary of the Company, Shenzhen Quande Investment Company Limited (深圳市全德投資有限公司) and Shenzhen Zhijie Investment Company Limited (深圳智捷投資有限公司) in relation to the disposal of 100% equity interest in Zhongshan Huali Packaging Co., Ltd. (中山華力包裝有限 公司) at the total consideration of approximately RMB150.29 million;

• (c) the cooperation agreement entered into on 26 March 2019, between Zhuhai Yiyun Real Estate Limited (珠海依雲房地產有限公司), Xiamen Yuzhou Grand Future Real Estate Development Company Limited (廈門禹州鴻圖地產開發有限公司, “ Xiamen Yuzhou” ), Shenzhen Huajing Investment Limited (深圳市華京投資有限公司, “ Shenzhen Huajing” ) and Zhongshan Yuhong Real Estate Development Limited (中山禹鴻房地產開發有限公司, “ Zhongshan Yuhong” ) in relation to the acquisition of 21% of equity interest and debt interest in Zhongshan Yuhong by Shenzhen Huajing from Xiamen Yuzhou at a total consideration of approximately RMB340,380,433;

• (d) the equity transfer agreement dated 26 March 2019 entered into between Xiamen Yuzhou and Shenzhen Huajing in respect of the acquisition of 21% of equity interest in Zhongshan Yuhong by Shenzhen Huajing from Xiamen Yuzhou at a total consideration of RMB1,263,447;

• (e) the debt transfer agreement dated 26 March 2019 entered into between Xiamen Yuzhou and Shenzhen Huajing in respect of the acquisition of debt interest in Zhongshan Yuhong by Shenzhen Huajing from Xiamen Yuzhou at a total consideration of approximately RMB339,116,986;

• (f) the finance lease and factoring framework agreement entered into between OCT Financial Leasing Co., Ltd. (華僑城融資租賃有限公司, “ OCT Financial Leasing” ) and OCT Ltd. on 7 May 2019 in relation to provision of finance lease and factoring services by OCT Financial Leasing to OCT Ltd. at an annual cap of RMB2,500,000,000 for one year from the date of independent shareholders’ approval;

• (g) the finance lease and factoring framework agreement entered into between OCT Financial Leasing and OCT Group on 7 May 2019 in relation to the provision of finance lease and factoring services by OCT Financial Leasing to OCT Group at an annual cap of RMB1,000,000,000 for one year from the date of independent shareholders’ approval;

• (h) the State-owned Land Use Rights Grant Contract dated 30 May 2019 and entered into between Shenzhen OCT Gangya Holdings Development Co., Ltd. (深圳華僑城港亞控股發展有限公司, “ OCT Gangya” ) and Hefei Guojia Industry Capital Management Co., Ltd. (合肥國嘉產業資 本管理有限公司, “ Hefei Guojia” ) jointly with Hefei Municipal Natural Resources and Planning Bureau (合肥市自然資源和規劃局, “ Hefei Planning Bureau” ) in respect of the acquisition of the land use rights of the land situated at Chaohu, Hefei, Anhui Province of the PRC at a consideration of approximately RMB1,130 million;

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• (i) the cooperation agreement dated 3 June 2019 entered into between OCT Gangya and Hefei Guojia, pursuant to which the parties agreed to establish a joint venture company (the “ Project Company” ) for the development of parcels of land in Chaohu, Hefei and the total capital commitment to be made to the Project Company shall not exceed RMB2,352,941,176, of which RMB1,200,000,000 and RMB1,152,941,176 are attributable to OCT Gangya and Hefei Guojia, respectively, in proportion to their respective shareholdings in the Project Company;

• (j) the joint venture agreement dated 20 June 2019 entered into between Shenzhen OCT Ganghua Investment Holdings Co., Ltd. (深圳華僑城港華投資控股有限公司, “ OCT Ganghua” ) and Hefei Huaxing Konggang Investment Co., Ltd. (合肥華興空港投資有限公司) in relation to the establishment of Hefei OCT Industry Development Co., Ltd. (合肥華僑城實業發展有限公 司, “ Hefei OCT Industry” ), pursuant to which OCT Ganghua is required to contribute RMB5.1 billion, representing 51% of the registered capital of Hefei OCT Industry;

• (k) the lease agreement dated 5 July 2019 entered into between OCT Shanghai Land and Shanghai Huahe Real Estate Development Co., Ltd. (上海華合房地產開發有限公司, “ Shanghai Huahe” ) in relation to the lease of certain properties by OCT Shanghai Land to Shanghai Huahe for a term of 36 months from 1 August 2019 to 31 July 2022 at a monthly rent of RMB769,145;

• (l) the maximum amount guarantee agreement dated 11 July 2019 entered into between the Company and Shenzhen branch of Nanyang Commercial Bank (China) Limited (南洋商業銀行

• （中國）有限公司深圳分行, the “ Nanyang Bank” ), pursuant to which the Company agreed to guarantee up to 49% of the loan (being RMB392,000,000) under a loan agreement dated 26 June 2019 and entered into between Chongqing OCT Real Estate Limited (重慶華僑城置地有 限公司) and the Nanyang Bank;

• (m) the limited partnership agreement dated 7 November 2019 entered into between Shenzhen Qianhai Yuzhou Fund Management Co., Ltd. (深圳前海禹舟基金管理有限公司), Shenzhen OCT Huaxin Equity Investment Management Limited (深圳市華僑城華鑫股權投資管理有限 公司, “ Shenzhen OCT Huaxin” ), Shenzhen Huajing and Xiamen Zhongmao Yitong Commerce Co., Ltd. (廈門中茂益通商貿有限公司) in relation to the establishment of the Xiamen Partnership, pursuant to which Shenzhen OCT Huaxin and Shenzhen Huajing are required to contribute RMB1,000,000 and RMB1,168,000,000, representing 0.07% and 77.87% of the total capital of the Xiamen Partnership, respectively;

• (n) the State-owned Land Use Rights Grant Contracts dated 27 December 2019 entered into between Hefei OCT Industry and Hefei Planning Bureau in respect of the acquisition of the land use rights of the five (5) parcel of land with a total site area of approximately 1,042 mu located at the first phase of Hefei Airport International Town at the total consideration of approximately RMB2,644 million;

• (o) the limited partnership agreement dated 6 March 2020 entered into between Shenzhen OCT Huaxin, Shenzhen Huayou Investment Limited (深圳市華友投資有限公司, “ Shenzhen Huayou” ), Dongguan City Industrial Investment Parent Fund Co., Ltd. (東莞市產業投資母 基金有限公司), Guangdong Province Yueke Songshan Lake Innovation Venture Capital

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GENERAL INFORMATION

Parent Fund Co., Ltd. (廣東省粵科松山湖創新創業投資母基金有限公司) and Dongguan City Multiplier Program Industrial M&A Parent Fund Partnership (Limited Partnership) (東莞市倍 增計劃產業併購母基金合夥企業（有限合夥）) in relation to the establishment of the Dongguan Partnership, pursuant to which Shenzhen OCT Huaxin and Shenzhen Huayou are required to contribute RMB3,000,000 and RMB132,000,000, representing approximately 1% and 44% of the total capital of the Dongguan Partnership, respectively;

• (p) the finance lease and factoring framework agreement entered into between OCT Financial Leasing and OCT Ltd. on 18 May 2020 in relation to the provision of finance lease and factoring services by OCT Financial Leasing to OCT Ltd. at an annual cap of RMB1,000,000,000 for one year from the date of independent shareholders’ approval;

• (q) the finance lease and factoring framework agreement entered into between OCT Financial Leasing and OCT Group on 18 May 2020 in relation to the provision of finance lease and factoring services by OCT Financial Leasing to OCT Group at an annual cap of RMB1,000,000,000 for one year from the date of independent shareholders’ approval;

• (r) the equity transfer agreement entered into between Shenzhen Huayou, Happy Valley Cultural Tourism Development Co., Ltd. (歡樂谷文化旅遊發展有限公司, “ Happy Valley Cultural Tourism ”) and the Dongguan Partnership on 12 June 2020, pursuant to which Shenzhen Huayou agreed to transfer 1% of the equity interest in the Dongguan Partnership, representing a capital contribution of RMB3,000,000 by Shenzhen Huayou, to Happy Valley Cultural Tourism at a consideration of RMB3,000,185.40;

• (s) the property management framework agreement entered into between Hefei OCT Huanchao Cultural Tourism Real Estate Development Co., Ltd (合肥華僑城環巢文旅置業發展有限公 司) (“ Hefei OCT Huanchao” ) and Hefei branch office of OCT Property (Group) Co., Ltd. (華 僑城物業（集團）有限公司合肥分公司) (“ OCT Property (Hefei)” ) on 8 July 2020, pursuant to which OCT Property (Hefei) will provide property management services for the development project in respect of Hefei Chaohu Bantang Hot Spring Town (合肥巢湖半湯 溫泉小鎮) and the office areas of Hefei OCT Huanchao to Hefei OCT Huanchao for the period from 8 July 2020 to 31 December 2020;

• (t) the subscription agreement entered into between the Company, OCT Group and the joint lead managers on 8 July 2020 in relation to the issue of US$500,000,000 4.50% senior guaranteed perpetual capital securities by the Company;

• (u) the finance lease agreement entered into between CMB Financial Leasing Co., Ltd. (招銀金融 租賃有限公司, the “ Lessor” ) and the Chengdu OCT (the “ Lessee” ) on 13 August 2020, pursuant to which: (i) the Lessor conditionally agreed to purchase the amusement and ancillary facilities (such as roller coaster and waterpark facilities) used in Chengdu Happy Valley currently owned by the Lessee (the “ Leased Assets” ), at a consideration of RMB500,000,000.00 (“ Purchase Consideration” ), and (ii) following the acquisition, the Lessor conditionally agreed to lease the Leased Assets to the Lessee for a term of 36 months starting from the date of the payment of the Purchase Consideration by the Lessor to the

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• Lessee, at an aggregate estimated lease payment of approximately RMB549,401,142.48, and upon expiry of the lease, the Lessee shall purchase the Leased Assets at a repurchase consideration of RMB1.00;

• (v) the planning technical services framework agreement entered into between Hefei OCT Industry and Shenzhen OCT Innovation and Research Institute Co., Ltd. (深圳華僑城創新研究院有限 公司) (“ OCT IRI” ) on 17 August 2020, pursuant to which OCT IRI will provide planning and project design technical services for the development project in respect of Hefei Airport International Town (合肥空港國際小鎮) to Hefei OCT Industry for the period from 17 August 2020 to 31 December 2022 at the annual caps of RMB9,000,000, RMB8,000,000 and RMB8,000,000 for the period from 17 August 2020 to 31 December 2020, the year ending 31 December 2021 and the year ending 31 December 2022, respectively;

• (w) the subscription agreement entered into between the Company, OCT Group and the joint lead managers on 20 August 2020 in relation to the issue of US$300,000,000 4.50% senior guaranteed perpetual capital securities by the Company;

• (x) an equity transfer agreement entered into, on 4 September 2020, between Bantix International Limited (“ Bantix International” ), OCT (Chengdu) Investment Co., Ltd. (華僑城（成都）投資 有限公司, “ OCT Chengdu Investment” ) and Chengdu OCT in respect of the transfer of the 50.99% equity interest in Chengdu OCT to OCT Chengdu Investment at a consideration of RMB1,092,103,600;

• (y) a debt transfer agreement entered into on 4 September 2020, between Bantix International, OCT Chengdu Investment and Chengdu OCT in respect of the assignment of the debt in the amount of RMB160,364,475.51 from Bantix International to OCT Chengdu Investment;

• (z) the design and planning agreement entered into between Hefei OCT Huanchao and OCT IRI on 21 September 2020, pursuant to which OCT IRI will provide design and planning services in respect of phase I of the development project of Hefei Chaohu Bangtang Hot Spring Resort Waterpark (合肥巢湖半湯溫泉小鎮水公園), located in the Hefei Chaohu Bantang Hot Spring Town (合肥巢湖半湯溫泉小鎮) (the “ Waterpark Project” ) to Hefei OCT Huanchao, at a service fee of RMB4,516,600;

• (aa) the design and planning agreement entered into between Hefei OCT Huanchao and OCT IRI on 21 September 2020, pursuant to which OCT IRI will provide design and planning services in respect of phase II of the Waterpark Project to Hefei OCT Huanchao, at a service fee of RMB1,336,000; and

• (bb) the tenancy agreement dated 28 September 2020 entered into between OCT Gangya and Shenzhen Overseas Chinese Town Entertainment Investment Company Limited (深圳華僑城 都市娛樂投資公司) in relation to the lease of the premises located at Rooms 3-1 to 3-3, 3/F, Jacaranda International Business Center, No. 8 Baishiroad East, Nanshan District, Shenzhen, the PRC for a term from 1 October 2020 to 30 September 2023 at a monthly rent of RMB278,200.00; and

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• (cc) the cooperation agreement dated 8 December 2020 and entered into between the Company and HNW Investment Fund Series SPC in relation to, among other things, (i) the subscription of not more than 49% interest in the Serica Segregated Portfolio at a subscription amount of not more than HK$417 million, and (ii) the disposal of the entire issued shares of City Turbo Limited (“ City Turbo ”) (including the entire assets, rights and liabilities of City Turbo) at a total consideration of approximately HK$2,037 million.

8. LITIGATION

As at the Latest Practicable Date, neither the Company nor any member of the Group was engaged in any litigation, or arbitration or claim of material importance and no litigation or claim of material importance is known to the Directors to be pending or threatened by or against the Company or any member of the Group.

9. 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 Windward 3, Regatta Office Park, PO Box 1350, Grand Cayman KY1-1108, Cayman Islands. The head office and principal place of business is at 59/ F., Bank of China Tower, 1 Garden Road, 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, Wanchai, Hong Kong.

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

10. DOCUMENTS AVAILABLE FOR INSPECTION

A copy of the following documents is available for inspection during normal business hours (except on Saturday, Sunday and public holidays) at the office of the Company in Hong Kong at 59/F., Bank of China Tower, 1 Garden Road, Hong Kong for a period of 14 days from the date of this circular:

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

• (b) the annual reports of the Company for the three years ended 31 December 2017, 2018 and 2019;

• (c) the interim report of the Company for the six months ended 30 June 2020;

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

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• (e) a copy of each circular issued pursuant to the requirements set out in Chapters 14 and/or 14A of the Listing Rules which has been issued since 31 December 2019 (being the date of which the last published accounts of the Company were made up); and

• (f) this circular.

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