RemeGen Co., Ltd. — M&A Activity 2015

Nov 24, 2015

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.

==> picture [213 x 53] intentionally omitted <==

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 ACQUISITION OF PROPERTIES

25 November 2015

CONTENTS

			Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			4
Appendix I	–	Unaudited financial information of the Properties . . . . . . . . . . . . . . . . . .	I-1
Appendix II	–	Financial information of the Group . . . . . . . . . . . . . . . . . . . . . . . . . . . .	II-1
Appendix III	–	Unaudited pro forma financial information of the Group . . . . . . . . . . . .	III-1
Appendix IV	–	Properties Valuation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	IV-1
Appendix V	–	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	V-1

• i -

DEFINITIONS

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

• “Acquisitions”

the transactions contemplated under the Asset Acquisition Agreement I and the Asset Acquisition Agreement II

• “Asset Acquisition Agreement I” the asset acquisition agreement dated 9 October 2015 entered into between Chang’an Holdings and City Legend in relation to Properties A

• “Asset Acquisition Agreement II” the asset acquisition agreement dated 9 October 2015 entered into between Shaanxi Chang’an, Chang’an Holdings, Xi’an Fengsheng and City Legend in relation to Properties B

• “Asset Acquisition Agreements” the Asset Acquisition Agreement I and the Asset Acquisition Agreement II

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

“Benchmark Lending Rate” the benchmark lending interest rate published by the People’s Bank of China prevailing over the periods

• “Board” the board of Directors

“Chang’an Holdings” 長安控股(集團)有限責任公司 (Chang’an Holdings (Group) Company Limited*), a company established under the PRC laws with limited liability

• “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 whollyowned by the Company

• “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 to in the Listing Rules

“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 PRC

• 1 -

DEFINITIONS

• “Independent Third Party(ies)” to the best of the Directors’ knowledge, information and belief after making reasonable enquires, third party(ies) independent of the Company and its connected persons (as defined in the Listing Rules)

• “Latest Practicable Date” 22 November 2015, 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

• “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 and Taiwan

• “Properties” Properties A and Properties B “Properties A” Block A, Block B, and storeys 30501, 30601, 30701, 30801, 30901 and 31001 of Block D of Building 2# located at Chang’an Metropolis Centre, No. 88 Nanguanzheng Street, Xi’an, the PRC

• “Properties B” Block C and storey 30401 of Block D of Building 2#; Building 3# (excluding storey 52001) and the 270 designated car parking spaces located at Chang’an Metropolis Centre, No. 88 Nanguanzheng Street, Xi’an, the PRC

“RMB” Renminbi, the lawful currency of the PRC “Savills” Savills Valuation and Professional Services Limited, an independent property valuer “Share(s)” existing ordinary share(s) of HK$0.10 each in the issued share capital of the Company “Shaanxi Chang’an” 陝西長安建設投資開發有限責任公司 (Shaanxi Chang’an Construction & Investment Development Co., Ltd*), a company established under the PRC laws with limited liability “Shareholder(s)” holder(s) of the Shares “Stock Exchange” The Stock Exchange of Hong Kong Limited

• 2 -

DEFINITIONS

“V&T”		V&T (Shenzhen) Law Firm	(萬商天勤深圳律師事務所), the	(萬商天勤深圳律師事務所), the
		Company’s PRC legal adviser
“Xi’an	Fengsheng”	西安豐盛資產管理有限公司	(Xi’an Fengsheng	Assets
		Management Ltd.*), a company	established under the PRC laws
		with limited liability
“Xi’an	Project Company”	a company to be established under the PRC laws with		limited
		liability and will be wholly-owned by City Legend
“%”		per cent.

In this circular, the English names of the PRC entities or enterprises are translation of their Chinese names. 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 RMB0.82: HK$1.

• For identification purpose only

• 3 -

LETTER FROM THE BOARD

==> picture [193 x 48] intentionally omitted <==

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: Registered Office: Ms. Wang Xiaowen (Chairman) Clifton House Ms. Xie Mei (Chief Executive Officer) 75 Fort Street Mr. Lin Kaihua PO Box 1350 GT George Town Non-executive Director: Grand Cayman Mr. Zhou Ping Cayman Islands Independent Non-executive Directors: Head Office and Principal Place of Mr. Lu Gong Business: Ms. Wong Wai Ling Suites 3203-3204, Tower 6 Professor Lam Sing Kwong Simon The Gateway, Harbour City Canton Road Tsim Sha Tsui Kowloon Hong Kong

25 November 2015

To the Shareholders,

Dear Sir or Madam,

MAJOR ACQUISITION ACQUISITION OF PROPERTIES

INTRODUCTION

References are made to the announcement of the Company dated 9 October 2015.

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

• 4 -

LETTER FROM THE BOARD

On 9 October 2015 (after trading hours):

• (1) City Legend, a wholly-owned subsidiary of the Company, entered into the Asset Acquisition Agreement I with Chang’an Holdings to acquire Properties A located at Chang’an Metropolis Centre, No. 88 Nanguanzheng Street, Xi’an, the PRC at a maximum consideration of RMB537,146,862 (equivalent to approximately HK$655,057,149); and

• (2) City Legend, a wholly-owned subsidiary of the Company, entered into the Asset Acquisition Agreement II with Shaanxi Chang’an, Chang’an Holdings and Xi’an Fengsheng to acquire Properties B located at Chang’an Metropolis Centre, No. 88 Nanguanzheng Street, Xi’an, the PRC at a maximum consideration of RMB1,053,217,106 (equivalent to approximately HK$1,284,411,105).

PRINCIPAL TERMS OF THE ASSET ACQUISITION AGREEMENT I

Date

9 October 2015

Parties

1. City Legend

2. Chang’an Holdings

City Legend intends to set up Xi’an Project Company for the Acquisitions.

Assets to be acquired

The assets to be acquired by City Legend or its subsidiaries from Chang’an Holdings are Block A, Block B, and certain storeys of Block D of Building 2# located at Chang’an Metropolis Centre, No. 88 Nanguanzheng Street, Xi’an, the PRC with a gross area of not more than approximately 30,177 sq.m..

Consideration and payment schedule

The consideration for acquisition of Properties A will be calculated by multiplying the actual gross area as stated in the certificate of property ownership to be obtained by the Group with the unit price of RMB17,800 per sq.m., and the maximum consideration (which was arrived at by multiplying the gross area stated in the certificate of building ownership obtained by Chang’an Holdings or the real estate registration book with the said unit price) for acquisition of Properties A will be RMB537,146,862 (equivalent to approximately HK$655,057,149), which shall be paid by City Legend or its subsidiaries to Chang’an Holdings in cash in the following manner:

• (i) RMB310,000,000 (equivalent to approximately HK$378,048,781) (the “First Instalment”) shall be paid after the date of completion of the registration of the second pledge of Properties A in favour of City Legend or its subsidiaries by Chang’an Holdings, which is currently expected to

• 5 -

LETTER FROM THE BOARD

be paid within 3 months from the date of this circular. Chang’an Holdings and City Legend or its subsidiaries shall enter into a pledge guarantee agreement of which Chang’an Holdings shall pledge Properties A to City Legend or its subsidiaries to guarantee Chang’an Holdings’ obligations under Asset Acquisition Agreement I; and

• (ii) the remaining balance of the consideration, being RMB227,146,862 (equivalent to approximately HK$277,008,368), shall be transferred to the escrow account of the secondhand housing transactions of the Housing Management Bureau of Xi’an City* (西安 市房屋管理局), which can be drawn by Chang’an Holdings after the registration of the title of Properties A being changed to Xi’an Project Company (City Legend or its subsidiaries obtain certificate of property ownership) which is currently expected to be paid within 4 months from the date of this circular.

Undertaking by Chang’an Holdings

The First Instalment will be used by Chang’an Holdings to repay the principal and interest owed by Chang’an Holdings to The Bank of East Asia Limited (Xi’an Branch). Chang’an Holdings undertakes to procure The Bank of East Asia Limited (Xi’an Branch) to release the first pledge of Properties A in favour of The Bank of East Asia Limited (Xi’an Branch) once Chang’an Holdings repays the aforesaid amount.

Breach of the Asset Acquisition Agreement I

(i) Delay by City Legend or its subsidiaries

Pursuant to the Asset Acquisition Agreement I, if City Legend or its subsidiaries delays in fulfilling their responsibilities under the Asset Acquisition Agreement I, save for those caused by Chang’an Holdings, City Legend or its subsidiaries shall be liable to compensate Chang’an Holdings in the amount of 0.1% of (i) the amount of outstanding consideration or (ii) the part of the consideration for the acquisition of the concerned portion of Properties A, for each day of delay.

(ii) Delay by Chang’an Holdings

Pursuant to the Asset Acquisition Agreement I, if Chang’an Holdings delays in fulfilling its responsibilities under the Asset Acquisition Agreement I, save for those caused by City Legend or its subsidiaries, Chang’an Holdings shall be liable to compensate City Legend or its subsidiaries in the amount of 0.1% of the part of the consideration for the acquisition of the concerned portion of Properties A for each day of delay.

* For identification purpose only

• 6 -

LETTER FROM THE BOARD

Termination of Asset Acquisition Agreement I

If a party is in default of responsibility in the Asset Acquisition Agreement I which subsists for a certain period of time, the non-defaulting party will have the right to terminate the Asset Acquisition Agreement I. Upon such termination, the defaulting party shall, among others, return the properties or consideration obtained as a result of the Asset Acquisition Agreement I, together with a penalty to be calculated based on twice the Benchmark Lending Rate and tax incurred, to the non-defaulting party within 7 working days.

Pursuant to the Asset Acquisition Agreement I, should the Asset Acquisition Agreement II does not proceed, the parties to the Asset Acquisition Agreement I could negotiate whether to proceed with the Asset Acquisition Agreement I. If the parties fail to reach an agreement, both parties will have the right to terminate the Asset Acquisition Agreement I.

PRINCIPAL TERMS OF THE ASSET ACQUISITION AGREEMENT II

Date

9 October 2015

Parties

1. City Legend

2. Shaanxi Chang’an

3. Chang’an Holdings and Xi’an Fengsheng

Shaanxi Chang’an is owned as to 40% and 60% by Chang’an Holdings and Xi’an Fengsheng, respectively. Xi’an Fengsheng is owned as to 90% by Chang’an Holdings and 10% owned by an Independent Third Party. The chart below illustrates the holding structure of Shaanxi Chang’an:

==> picture [146 x 54] intentionally omitted <==

==> picture [142 x 52] intentionally omitted <==

City Legend intends to set up Xi’an Project Company for the Acquisitions.

• 7 -

LETTER FROM THE BOARD

Assets to be acquired

The assets to be acquired by City Legend or its subsidiaries are Block C, a storey of Block D of Building 2#, Building 3# (excluding one storey) and 270 designated car parking spaces located at Chang’an Metropolis Centre, No. 88 Nanguanzheng Street, Xi’an, the PRC with a gross area of approximately 74,489 sq.m..

Consideration and payment schedule

The consideration for acquisition of Block C and a storey of Block D of Building 2# of Properties B with a gross area of not more than approximately 9,851 sq.m. will be calculated by multiplying the actual gross area as stated in the certificate of building ownership to be obtained by the Group with the unit price of RMB17,800 sq.m., and the maximum consideration (which was arrived at by multiplying the gross area stated in the certificate of building ownership obtained by Shaanxi Chang’an or the real estate registration book with the said unit price) for acquisition of Block C and a storey of Block D of Building 2# of Properties B will be RMB175,344,596 (equivalent to approximately HK$213,834,873), which shall be paid by City Legend or its subsidiaries to Shaanxi Chang’an in cash in the following manner:

• (i) 50% of the consideration for acquisition of Block C and a storey of Block D of Building 2# of Properties B, being RMB87,672,298 (equivalent to approximately HK$106,917,437) shall be paid within 5 working days after City Legend or its subsidiaries obtain the confirmation of registration of properties transaction in the name of Xi’an Project Company from the housing management bureau which is currently expected to be paid within 3 months from the date of this circular; and

• (ii) the remaining balance of the consideration for Block C and a storey of Block D of Building 2# of Properties B, being RMB87,672,298 (equivalent to approximately HK$106,917,437) shall be paid within 2 working days after the registration of title of acquisition of Block C and a storey of Block D of Building 2# of Properties B being changed to Xi’an Project Company which is currently expected to be paid within 4 months from the date of this circular.

The consideration for acquisition of Building 3# of Properties B (excluding one storey of approximately 2,453 sq.m. for self-use by Shaanxi Chang’an and Chang’an Holdings) with a gross area of approximately 48,336 sq.m. will be calculated by multiplying the actual gross area as stated in the certificate of building ownership to be obtained by the Group with the unit price of RMB17,800 per sq.m., and the maximum consideration (which was arrived at by multiplying the gross area stated in the certificate of building ownership obtained by Shaanxi Chang’an or the real estate registration book with the said unit price) for acquisition of Building 3# of Properties B will be RMB821,712,510 (equivalent to approximately HK$1,002,088,427), which shall be paid by City Legend or its subsidiaries to Shaanxi Chang’an in cash in the following manner:

• (i) 50% of the consideration for acquisition of Building 3# of Properties B, being RMB410,856,255 (equivalent to approximately HK$501,044,213) shall be paid within 5 working days after (a) the release of pledge of Building 3# of Properties B; and (b) City

• 8 -

LETTER FROM THE BOARD

Legend or its subsidiaries obtain the confirmation of registration of properties transaction in the name of Xi’an Project Company from the housing management bureau which is expected to be paid within 6 months from the date of this circular;

• (ii) 40% of the consideration for acquisition of Building 3# of Properties B, being RMB328,685,004 (equivalent to approximately HK$400,835,371) shall be paid within 2 working days after registration of the title of Building 3# of Properties B being changed to Xi’an Project Company which is expected to be paid within 6 months from the date of this circular; and

• (iii) the remaining 10% of the consideration for Building 3# of Properties B, being RMB82,171,251 (equivalent to approximately HK$100,208,843) (the “Third Tranche Consideration”) shall be paid within 5 working days after completion and inspection of retrofit construction of Building 3# of Properties B which is expected to be paid within 12 months from the date of this circular.

The consideration for the acquisition of the 270 designated car parking spaces with a gross area of approximately 16,302 sq.m. will be calculated by multiplying the actual number of car parking spaces to be obtained by the Group with the unit price of RMB208,000 each, and the maximum consideration (which was arrived at by multiplying 270 designated car parking spaces with the said unit price) for acquisition of the 270 designated car parking spaces is RMB56,160,000 (equivalent to approximately HK$68,487,805), which shall be paid by City Legend or its subsidiaries to Shaanxi Chang’an in cash in the following manner:

• (i) 50% of the consideration for the 270 designated car parking spaces, being RMB28,080,000 (equivalent to approximately HK$34,243,902), which shall be paid within 5 working days after (a) the release of pledge of 270 designated car parking spaces; and (b) City Legend or its subsidiaries obtain the confirmation of registration of properties transaction in the name of Xi’an Project Company from the housing management bureau which is expected to be paid within 6 months from the date of this circular; and

• (ii) the remaining balance of the consideration for the 270 designated car parking spaces, being RMB28,080,000 (equivalent to approximately HK$34,243,902) shall be paid within 2 working days after the registration of the title of the 270 designated car parking spaces being changed to Xi’an Project Company which is expected to be paid within 6 months from the date of this circular.

Breach of the Asset Acquisition Agreement II

(i) Delay by City Legend or its subsidiaries

Pursuant to the Asset Acquisition Agreement II, if City Legend or its subsidiaries delay in fulfilling their responsibilities under the Asset Acquisition Agreement II, save for those caused by Shaanxi Chang’an, Chang’an Holdings and Xi’an Fengsheng, City Legend or its subsidiaries shall be liable to compensate Shaanxi Chang’an in the amount of 0.1% of (i) the amount of outstanding consideration or (ii) the part of the consideration for the acquisition of the concerned portion of Properties B for each day of delay.

• 9 -

LETTER FROM THE BOARD

(ii) Delay by Shaanxi Chang’an

Pursuant to the Asset Acquisition Agreement II, if Shaanxi Chang’an delays in fulfilling its responsibilities under the Asset Acquisition Agreement II, save for those caused by City Legend or its subsidiaries, Shaanxi Chang’an shall be liable to compensate City Legend or its subsidiaries in the amount of 0.1% of the part of consideration of the acquisition of the concerned portion of Properties B for each day of delay.

(iii) Retrofit construction by Shaanxi Chang’an

The Company has to carry out retrofit construction of Building 3# of Properties B as (1) it is a bare shell pending retrofit construction; and (2) the Group expects Building 3# of Properties B to yield higher rental income after retrofit construction.

City Legend shall provide an interior fitting-out drawing of Building 3# to Shaanxi Chang’an within two months from the date of signing of the Asset Acquisition Agreement II, Shaanxi Chang’an shall complete the retrofit construction in relation to, among others, floor reconstruction, fire fighting system, drainage, air conditioning system, electricity system, heating system, elevators, and road and pipes accordingly. The retrofit construction completed by Shaanxi Chang’an shall fulfill the requirements of City Legend, and complete relevant procedures required by different authorities and obtain relevant licenses. The fee for retrofit construction is not more than RMB800 per sq.m., which is determined based on (i) negotiations between the parties based on the requirements of retrofit construction; (ii) market price of material used in retrofit construction; and (iii) the experience of the management of the Group. It is expected that the retrofit construction will be completed within six months and Shaanxi Chang’an will bear the relevant cost. The aggregate retrofit construction fee will be approximately RMB38,668,800. The retrofit construction fee has been taken into account in the consideration for the acquisition of Building 3# of Properties B.

If Shaanxi Chang’an does not follow the abovementioned requirements of retrofit for retrofit construction on Building 3# of Properties B as agreed in the Asset Acquisition Agreement II, City Legend or its subsidiaries will have the right to request retrofit reconstruction of Building 3# of Properties B. Where City Legend or its subsidiaries are still not satisfied after inspection, City Legend or its subsidiaries will have the right to request compensation from Shaanxi Chang’an for the actual loss incurred and such amount can be deducted from the Third Tranche Consideration. Where there is delay of retrofit construction by Shaanxi Chang’an, Shaanxi Chang’an shall be liable to compensate City Legend or its subsidiaries in the amount of 0.1% of consideration of the subject properties for each day of delay.

Undertaking by Chang’an Holdings and Xi’an Fengsheng

Chang’an Holdings and Xi’an Fengsheng, being the shareholders of Shaanxi Chang’an, severally and jointly guarantee that (i) the representations made by Shaanxi Chang’an in the Asset Acquisition Agreement II are true and accurate; (ii) they procure Shaanxi Chang’an to perform its responsibilities under the Asset Acquisition Agreement II. Further, Chang’an Holdings and Xi’an Fengsheng undertake jointly and severally that they acknowledge and understand the terms of the Asset Acquisition Agreement II and they shall perform their responsibilities in accordance with the terms of the Asset Acquisition Agreement II and procure the transaction to be completed.

• 10 -

LETTER FROM THE BOARD

Termination of Asset Acquisition Agreement II

If a party is in default of responsibility in the Asset Acquisition Agreement II which subsists for a certain period of time, the non-defaulting party will have the right to terminate the Asset Acquisition Agreement II. Upon such termination, the defaulting party shall, among others, return the properties or consideration obtained as a result of the Asset Acquisition Agreement II, together with a penalty to be calculated based on twice the Benchmark Lending Rate, to the non-defaulting party within 7 working days.

If the Asset Acquisition Agreement I is terminated, the parties to the Asset Acquisition Agreement II shall negotiate whether or not to proceed with Asset Acquisition Agreement II. Where no agreement is reached, the Asset Acquisition Agreement II shall be terminated and none of the party will be responsible for breach of the Asset Acquisition Agreement II save for antecedent breach.

Pursuant to the Asset Acquisition Agreement II, should the Asset Acquisition Agreement I does not proceed, the parties to the Asset Acquisition Agreement II could negotiate whether to proceed with the Asset Acquisition Agreement II. If the parties fail to reach an agreement, both parties will have the right to terminate the Asset Acquisition Agreement II. Pursuant to the Asset Acquisition Agreement II, if Shaanxi Chang’an fails to deliver any of the properties of Properties B, City Legend or its subsidiaries will have the right to terminate the Asset Acquisition Agreement II.

INFORMATION ABOUT THE PROPERTIES

Location of the Properties

The map below shows the location of the Properties: -

==> picture [301 x 227] intentionally omitted <==

• 11 -

LETTER FROM THE BOARD

The map below shows the floor plan of Building 2# and Building 3#: –

==> picture [335 x 238] intentionally omitted <==

Usage of the Properties

Building 2# is currently leased for office use and the Group intends to continue such usage upon completion of the Acquisitions.

Building 3# has been vacant from 1 January 2012 until the Latest Practicable Date. It has been a bare shell pending retrofit construction. Building 3# is currently for commercial and residential use. The Group intends to lease the same for office use after retrofit construction. According to the Company’s PRC legal adviser and the relevant rules and regulations in Xi’an City in the PRC, the usage of properties can be changed if the interested owner approves the change. As Building 3# (except one storey) will be owned by the Group, there will be no legal impediment for change of usage of Building 3#.

The aforesaid 270 designated car parking spaces are currently used for rental purpose and the Group intends to continue such usage upon completion of the Acquisitions.

Financial information of the Properties

The Directors consider the omission of a profit and loss statement for the Properties' net income stream for each of the three financial years ended 31 December 2014 and nine months period ended 30 September 2015 would not render this circular materially incomplete, misleading or deceptive as the unaudited financial information of the Properties disclosed in Appendix I of this circular, accompanied by the valuation report disclosed in Appendix IV of this circular, shall provide sufficient information with respect to the Properties.

• 12 -

LETTER FROM THE BOARD

Tenancies of Building 2#

Please see below a summary of the ongoing tenancies in relation to Building 2# as at 30 October 2015: -

					Range of terms
		Commencement	Expiry dates of the	Approximate	of relevant
	No. of	dates of the relevant	relevant tenancy	rental income	tenancy
Block	tenants	tenancy agreements	agreements	per month	agreements
				(RMB)
A	36	6 January 2013 –	31 October 2015 –	7,000 – 154,000	1 year to
		16 October 2015	31 August 2024		10 years
B	43	12 May 2006 –	31 October 2015 –	2,000 – 180,000	1 month to
		23 October 2015	31 January 2020		10 years
C	21	16 December 2010 –	31 October 2015 –	20,000 – 107,000	2 weeks to
		15 October 2015	15 June 2019		8 years
D	19	1 August 2011 –	9 May 2016 –	3,000 – 193,000	1 year to
		15 October 2015	14 October 2020		8 years

Value of the Properties

In accordance with the information provided by Chang’an Holdings and Shaanxi Chang’an, the revenue and profits before and after tax attributed by the Properties for each of the two years ended 31 December 2013 and 2014 and the book value of the Properties as at 31 July 2015 were as follows:

	**For the **	year ended
	31 December 2013	31 December 2014
	RMB’000		RMB’000
	(unaudited)		(unaudited)
Revenue	50,308		51,667
Profit before tax	29,019		31,431
Profit after tax	29,019		31,431
			As at
		**31 **	July 2015
			RMB’000
			(unaudited)
Book value			1,785,692

• 13 -

LETTER FROM THE BOARD

BASIS OF THE CONSIDERATIONS

The considerations pursuant to the Asset Acquisition Agreements were determined after arm’s length negotiations between, among others, the Company and Chang’an Holdings by reference to, among others, the initial estimation of the value of the Properties by an independent professional valuer, Savills. Based on the property investment experience in Xi’an of the Group’s management, the Properties’ location and the fact that the total consideration for the Acquisitions, i.e. approximately RMB1,590 million is lower than the preliminary estimation of the value of the Properties provided by Savills, i.e. RMB1,653 million, the Directors consider that the considerations pursuant to the Asset Acquisition Agreements are fair and reasonable and in the interest of the Company and the Shareholders as a whole.

SOURCE OF FUNDING

The Company will fund the considerations pursuant to the Asset Acquisition Agreements by internal resources, borrowing from bank(s) and/or shareholder’s loan(s).

INFORMATION ABOUT CHANG’AN HOLDINGS

To the Directors’ best knowledge, information and belief, Chang’an Holdings is principally engaged in real estate development and property management. Chang’an Holdings is an Independent Third Party.

INFORMATION ABOUT SHAANXI CHANG’AN

To the Directors’ best knowledge, information and belief, Shaanxi Chang’an is principally engaged in real estate development and property management. Shaanxi Chang’an is an Independent Third Party.

INFORMATION ABOUT XI’AN FENGSHENG

To the Directors’ best knowledge, information and belief, Xi’an Fengsheng is principally engaged in consultation of corporate management, urban infrastructure construction, properties and construction projects management. Xi’an Fengsheng is an Independent Third Party.

INFORMATION ABOUT THE GROUP

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

REASONS FOR AND BENEFITS OF THE ACQUISITION OF THE PROPERTIES

The Company intends to continue leasing Building 2# for office use and lease Building 3# for office use after completion of retrofit construction. The Company will continue to lease the 270 designated car parking spaces after completion of the Acquisitions. The Board believes that the Acquisitions are in line with the business strategy of the Group as (1) the Group aims to become a prominent developer and operator of commercial complex; (2) Xi’an, being one of the key cities under the “One Belt One Road” strategy of the PRC government, has active economy and convenient transportation and attracts population with great

• 14 -

LETTER FROM THE BOARD

development potential; (3) the Properties are located in the city centre of Xi’an and are part of a complex which has high-class commercial ancillary facilities; and (4) the Acquisitions will expand the project reserve of the Group and diversify the sources of revenue of the Group.

In light of the above, the Directors consider that the terms of the Acquisitions are on normal commercial terms, fair and reasonable and in the interest of the Company and the Shareholders as a whole.

IMPLICATIONS UNDER THE LISTING RULES

As the relevant applicable percentage ratios calculated pursuant to the Listing Rules in respect of the Asset Acquisition Agreements are more than 25% but less than 100%, the Asset Acquisition Agreements and the transactions contemplated thereunder constitute a major transaction of the Company for the purpose of the Listing Rules and are subject to the announcement requirement and the approval of the Shareholders under Chapter 14 of the Listing Rules.

As no Shareholder has a material interest in the Asset Acquisition Agreements, none of the Shareholders is required to abstain from voting if the Company were to convene a general meeting for the approval of the Asset Acquisition Agreements and the transactions contemplated thereunder. The Company has obtained a written approval from Pacific Climax, which held 434,894,000 Shares as at the Latest Practicable Date (representing approximately 66.66% of the issued share capital of the Company) for the approval of the Asset Acquisition Agreements and the transactions contemplated thereunder. As such, no extraordinary general meeting will be convened by the Company to approve the Asset Acquisition Agreements and the transactions contemplated thereunder.

FINANCIAL EFFECT OF THE ACQUISITIONS

The Acquisitions will increase the Group’s total assets. Based on the unaudited pro forma financial information of the Group as set out in Appendix III of this circular, as at 30 June 2015, (i) the unaudited pro forma total assets of the Group would be approximately RMB23.610 billion; (ii) the unaudited pro forma total liabilities of the Group would be approximately RMB17.113 billion; and (iii) the unaudited pro forma adjusted net asset value of the Group would be approximately RMB6.497 billion; and (iv) the unaudited pro forma adjusted gearing ratio of the Group would be approximately 55.5%. There would be no financial effect of the Acquisitions on the earnings of the Group as at the completion date of the Acquisitions.

FINANCIAL AND TRADING PROSPECTS OF THE GROUP

For the year ended 31 December 2014, the Group’s turnover was approximately RMB3,797 million, representing a decrease of approximately 6.5% over 2013. Profit attributable to the Shareholders for the year ended 31 December 2014 was approximately RMB326 million, representing an increase of approximately 38.2% over 2013. Gross profit margin for the year ended 31 December 2014 was approximately 32.8%, representing an decrease of approximately 3.7% over 2013. Total assets and total equity for the year ended 31 December 2014 amounted to approximately RMB21,858 million and approximately RMB6,384 million, representing an increase of approximately 3.6% and approximately 4.5% over 2013 respectively.

• 15 -

LETTER FROM THE BOARD

Looking forward, the Group will persist with established strategies and continue to rely on our leading development principle and clear market positioning, sufficiently leverage on the resource edges in brands, products, capital, talents and other respects, positively seek land resource and projects merger and acquisition opportunities in line with our strategic positioning in the premium regions of first and second-tier cities, expand premium projects reserve, maintain development progress of the projects, accelerate products turnover, deepen diversification of cooperation pattern of project company equities to enhance the future development potential of the Group.

Shanghai Suhewan, 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. With the project maturing gradually, it will effectively enhance the overall value of the neighboring district and gradually make Suhewan District a luxury homes district in the city center of Shanghai. 成�天府華僑城實業發展有限公司 (Chengdu Tianfu OCT Industry Development Company Limited*) (“Chengdu OCT”) will continue to sell high-rise residential properties, low-density residential properties, multi-storey residential properties and hign-end office buildings, and boost the development of business properties. The Chongqing OCT Real Estate Project enjoys a supreme location and rich landscape resources and is expected to develop middle-to-high-end high-rise and multistorey residential properties.

The Group will continue to strengthen and optimize the paper packaging business and further explores the value of this business in capital market in the future. The Group will actively promote the market development of paper packaging business, closely follow the changes of packaging need of customers to adjust our products structures, and further explore the market potential of major clients, expand multi-point cooperation in Southern China and Eastern China, fully break into the international clothing brand, e-business, logistics and other market segments, seek new breakthroughs in market expansion to further enlarge our sale scale. The Group will take the opportunity of Suzhou new project to explore a new direction of innovation and development in paper packaging business.

The Group has full confidence in the development prospect in the future, and believes that it will receive continuous support and concern from its parent company. The Group commits to being a prominent developer and operator of commercial complex, and strives to bring satisfactory return to its shareholders.

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

* For identification purpose only

• 16 -

APPENDIX I

UNAUDITED FINANCIAL INFORMATION OF THE PROPERTIES

(I) UNAUDITED PROFIT AND LOSS STATEMENT OF THE PROPERTIES

Profit and Loss Statement of The Properties

Properties is required to be included in this circular on the identifiable income stream in relation to such assets which must be reviewed by the reporting accountants to ensure that such information has been properly compiled and derived from the underlying books and records for each of the three financial years ended 31 December 2014 and nine months ended 30 September 2015 (the “Relevant Financial Periods”) as set out below. The Company was provided with a list of tenancy agreements (the “Tenancies”) for the Properties from Chang’an Holdings and Shaanxi Chang’an (the “Vendors”) up to October 2015. Despite requests made by the Company in the transaction, the Company is unable to gain full access to the underlying books and records or other information of the Properties for the preparation of the financial information of the Properties for the Relevant Financial Periods in strict compliance with the requirement of Rule 14.67(6)(b)(i) of the Listing Rules. The Company has only obtained the above limited information because the Company is not allowed to gain access to the underlying books and records of the Vendors and no further detailed breakdowns of the said financial information has been provided. Further, the Vendors are private companies and their financial information is not available in public domain. The Company has therefore applied, and the Stock Exchange has granted, a waiver from strict compliance with Rule 14.67(6)(b)(i) of the Listing Rules, such that the following information be disclosed instead. The financial information of the Properties for the Relevant Financial Periods has therefore been prepared by the Company solely based on the Tenancies provided by the Vendors. Accordingly, it may not give a true picture of the performance of the Properties during the Relevant Financial Periods.

	Nine months
	ended
	30 September	Year ended 31 December
	2015	2014	2013	2012
	RMB’000	RMB’000	RMB’000	RMB’000
Rental income	39,203	48,434	47,249	41,624
Business tax	1,960	2,422	2,362	2,081
Real estate tax	4,704	5,812	5,670	4,995
Other direct taxes	235	291	283	250

Notes:

1. The financial information of the Properties for the Relevant Financial Periods as shown above only included Building 2# but excluded Building 3# (excluding storey 52001) and the 270 designated car parking spaces of the Properties due to:

2. (i) Building 3# (excluding storey 52001) of the Properties were vacant during the Relevant Financial Periods and it has been a bare shell pending retrofit construction; and

3. (ii) there was no written tenancy agreement entered into for the 270 designated car parking spaces of the Properties and these 270 designated car parking spaces of the Properties were leased to users by monthly parking pass or at hourly rate during the Relevant Financial Periods. In addition, there are a

4. I-1 -

UNAUDITED FINANCIAL INFORMATION OF THE PROPERTIES

APPENDIX I

total of 800 car parking spaces at the location, which could either be rented on a monthly or hourly basis during the Relevant Financial Periods. Given the aforesaid, the rental income contributed by the 270 designated car parking spaces of the Properties for the Relevant Financial Periods could not be determined.

1. The rental income for the Relevant Financial Periods derived from the Tenancies and the Vendors.

2. The Company was provided with a list of the Tenancies. The Company and the reporting accountants have selected samples of the tenancy agreements and checked the name of tenants, term of the leases, area of the properties leased and the monthly rental of the leases to the Tenancies.

3. As at 30 September 2015, Building 3# (excluding storey 52001) of the Properties are vacant and to be retrofit after hand over to the Company while 39,401.84 sq.m. out of 40,027.61 sq.m. of Block A, Block B, Block C and storeys 30401, 30501, 30601, 30701, 30801, 30901 and 31001 of Block D of Building 2# of the Properties have been leased out under approximately 100 tenancy agreements. The 270 designated car parking spaces of the Properties are currently leased to users by monthly parking pass of RMB400 or RMB500 each or at hourly rate of RMB4 per hour and no tenancy agreement has been entered. The 270 car parking spaces are designated and identified, which will be operated and managed by the Group independently from the owner of the remaining car parking spaces upon completion of the Acquisitions. The Group intends to lease the 270 designated car parking spaces on a monthly or hourly basis upon completion of the Acquisitions.

4. Based on the terms of the Tenancies and the experience of the Company’s management, the Company has estimated that the expenses for the public utilities and maintenance costs of the Properties which are borne by the Vendors are minimal. Accordingly, no such expenses were included in the above financial information.

5. Save for the information that the Company could not obtain from the Vendors, the financial information of the Properties set out above is prepared using accounting policies which are materially consistent with those of the Company.

6. The following procedures have been undertaken by RSM Hong Kong, the auditor of the Company, in accordance with the Hong Kong Standard on Related Services 4400 “Engagements to Perform Agreed Upon Procedures Regarding Financial Information” issued by the Hong Kong Institute of Certified Public Accountants (the “HKICPA”), with respect to the rental income of the Properties for the Relevant Financial Periods.

RSM Hong Kong:

• (i) obtained the rental income summary and the rental income listing from the management of the Company and checked their arithmetical accuracy and selected samples of tenancy agreements to check the name of the tenants, term of the leases, area of the properties leased and the monthly rental of the leases to the rental income summary and the rental income listing covering 11%, 19%, 24% and 28% of the gross rental income (before expenses) for the years ended 31 December 2012, 31 December 2013, 31 December 2014 and nine months ended 30 September 2015 respectively.

• (ii) compared the business tax provided on 5% of the gross rental income (which was set out in the 中華人 民共和國�業稅暫行條例 (Provisional regulations of the People’s Republic of China on Business Tax)) and checked their arithmetical accuracy.

• (iii) compared the real estate tax provided on 12% of the gross rental income (which was set out in the 中華 人民共和國房產稅暫行條例 (Provisional regulations of the People’s Republic of China on Real Estate Tax)) and checked their arithmetical accuracy.

• I-2 -

UNAUDITED FINANCIAL INFORMATION OF THE PROPERTIES

APPENDIX I

• (iv) compared the other indirect taxes which represented urban construction tax, education surcharge and local education surcharge provided on 7%, 3% and 2% of the business tax (which was set out in the relevant tax law and rules in the PRC) and checked their arithmetical accuracy.

RSM Hong Kong’s findings are:

• (a) with respect to item (i), RSM Hong Kong found that the rental income summary and the rental income listing were arithmetically accurate and the name of the tenants, term of the leases, area of the properties leased and the monthly rental of the leases matched to the selected samples of tenancy agreements, the rental income summary and the rental income listing.

• (b) with respect to item (ii), RSM Hong Kong found that the business tax has been calculated on the aforesaid basis, was arithmetically accurate.

• (c) with respect to item (iii), RSM Hong Kong found that the real estate tax has been calculated on the aforesaid basis, was arithmetically accurate.

• (d) with respect to item (iv), RSM Hong Kong found that the other indirect tax has been calculated on the aforesaid basis, was arithmetically accurate.

Because the above procedures do not constitute an assurance engagement performed in accordance with Hong Kong Standards on Auditing, Hong Kong Standards on Review Engagements or Hong Kong Standards on Assurance Engagements, issued by the HKICPA, RSM Hong Kong does not express any assurance on the rental income summary or the rental income listing.

Had RSM Hong Kong performed additional procedures or had RSM Hong Kong performed an assurance engagement on the rental income summary or the rental income listing in accordance with Hong Kong Standards on Auditing or Hong Kong Standards on Review Engagements, Hong Kong Standards on Assurance Engagements issued by the HKICPA, other matters might have come to RSM Hong Kong’s attention that would have been reported to the Company.

1. The directors of the Company are of the views that the omission of a profit and loss statement for the net income stream of the Properties in the past would not render this circular materially incomplete and misleading or deceptive.

(II) VALUATION OF THE PROPERTIES

The valuation report of the Properties as at 30 September 2015 was disclosed in Appendix IV to this circular.

• I-3 -

FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

1. AUDITED CONSOLIDATED FINANCIAL STATEMENTS 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 2012 has been set out in pages 50 to 140 of the annual report 2012 of the Company which was posted on 15 March 2013 on the Stock Exchange’s website (http://www.hkexnews.hk).

The audited consolidated financial statements of the Group for the year ended 31 December 2013 has been set out in pages 61 to 142 of the annual report 2013 of the Company which was posted on 19 March 2014 on the Stock Exchange’s website (http://www.hkexnews.hk).

The audited consolidated financial statements of the Group for the year ended 31 December 2014 has been set out in pages 59 to 136 of the annual report 2014 of the Company which was posted on 26 March 2015 on the Stock Exchange’s website (http://www.hkexnews.hk).

2. INDEBTEDNESS STATEMENT

At the close of business on 30 September 2015, 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 RMB12,001 million comprising, loans from related parties of the Company of approximately RMB7,798 million, and bank and other loans of approximately RMB4,203 million (the “Bank and Other Loans”). The Loans were secured by charge on two bank accounts of a subsidiary of the Company, pledge of certain investment property of a subsidiary of the Company, pledge of certain inventories classified as properties held for future development and under development for sale, floating charge on certain inventories classified as completed properties held for sale and guarantee provided by certain subsidiaries and intermediate parents of the Company. Other than the Bank and Other Loans, loans from related parties of the Company are unsecured.

As at the close of business on 30 September 2015, the contingent liability of the Company was the corporate guarantee for the Bank and Other Loans as described above to the extent of approximately RMB237 million.

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 September 2015, 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.

• II-1 -

FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

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 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.

• II-2 -

APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

For illustrative purpose only, set out below is the unaudited pro forma financial information of the Group to show the effect of the Acquisitions 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 acquisition of properties (the “Acquisitions”), assuming the transaction had been completed as at 30 June 2015, might have affected the financial position of the Group.

The Statement is prepared based on the unaudited consolidated statement of financial position of the Group as at 30 June 2015 as extracted from the interim report of the Group for the six months ended 30 June 2015 after making certain pro forma adjustments resulting from the Acquisitions.

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 Acquisitions actually occurred on 30 June 2015. 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 Group for the six months ended 30 June 2015 and other financial information included elsewhere in the Circular.

• III-1 -

APPENDIX III

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

Non-current assets Fixed assets – Investment property – Other property, plant and equipment – Interests in leasehold land held for own use Intangible assets Goodwill Investments in associates Other financial assets Deferred tax assets Current assets Inventories Trade and other receivables Cash and cash equivalents Current liabilities Trade and other payables Receipts in advance Bank loans Related party loans Current tax liabilities Net current assets Total assets less current liabilities Non-current liabilities Bank and other loans Related party loans Deferred tax liabilities Net assets	The Group as at 30 June 2015 (Unaudited) Pro forma adjustment RMB’000 RMB’000 Notes 768,494 1,638,870 (1) 1,246,174 647,582 2,662,250 846 223,476 496,156 4,320 133,610 3,520,658 14,699,049 1,117,424 2,841,251 (207,543) (2) 18,657,724 2,144,573 1,144,964 830,118 1,302,722 476,970 5,899,347 12,758,377 16,279,035 2,945,873 6,582,225 1,431,327 (2) 254,149 9,782,247 6,496,788	Adjusted balance RMB’000 2,407,364 1,246,174 647,582
		4,301,120 846 223,476 496,156 4,320 133,610
		5,159,528
		14,699,049 1,117,424 2,633,708
		18,450,181
		2,144,573 1,144,964 830,118 1,302,722 476,970
		5,899,347
		12,550,834
		17,710,362
		2,945,873 8,013,552 254,149
		11,213,574
		6,496,788

• III-2 -

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

APPENDIX III

Notes:

• (1) The pro forma adjustment is created to account for the acquisition cost of Properties A and Properties B at the maximum consideration of RMB537,146,862 and RMB1,053,217,106 respectively and the incidental costs estimated to be approximately RMB48,506,000, which includes stamp duty of approximately RMB795,000 (which was calculated based on 0.05% of the consideration as set out in 中華人民共和國印花稅暫行條例 (Provisional regulations of the People’s Republic of China on Stamp Duty)) and deed tax of approximately RMB47,711,000 (which was calculated based on 3% of the consideration as set out in 中華人民共和國契稅暫 行條例 (Provisional regulations of the People’s Republic of China on Deed Tax)), as if the Acquisitions were completed on 30 June 2015. The pro forma adjustment does not include any costs related to the retrofit construction of Building 3# of Properties B.

• (2) The Group intends to fund the Acquisitions by internal resources and related party loans. In preparing the unaudited pro forma statement of assets and liabilities, based on the Directors’ current plan, the Directors had assumed that the Group will settle 10% of the consideration and the incidental costs of approximately RMB159,037,000 and RMB48,506,000 respectively by internal resources and the balance of the consideration of approximately RMB1,431,327,000 by related party loans. The related party loans will be classified as a noncurrent liability. The actual split between the borrowings and internal resources may vary depending on the financing arrangements finally put in place. As such, the apportionment of the above financing at the date of completion could be different from the amounts presented above.

• III-3 -

APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

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 Hong Kong, Certified Public Accountants, Hong Kong.

==> picture [100 x 43] intentionally omitted <==

RSM Hong Kong 中瑞岳華(香�)會計師事務所 Certified Public Accountants

29th Floor Lee Garden Two 28 Yun Ping Road Causeway Bay Hong Kong

25 November 2015

The Board of Directors

Overseas Chinese Town (Asia) Holdings Limited

Dear Sirs,

We have completed our assurance engagement to report on the compilation of pro forma financial information of Overseas Chinese Town (Asia) Holdings Limited (the “Company”) and its subsidiaries (hereinafter collectively referred to as the “Group”) by the directors of the Company for illustrative purposes only. The pro forma financial information consists of the pro forma statement of assets and liabilities as at 30 June 2015 (the “Statement”) as set out on pages III-1 to III-3 of the circular issued by the Company. The applicable criteria on the basis of which the directors have compiled the Statement are described on page III-1.

The Statement has been compiled by the directors to illustrate the impact of the proposed acquisition of properties on the Group’s financial position as at 30 June 2015 as if the transaction had been taken place at 30 June 2015. As part of this process, information about the Group’s financial position has been extracted by the directors from the Group’s condensed financial statements as included in the interim report for the six months ended 30 June 2015, on which no audit or review report has been published.

Directors’ Responsibility for the Pro Forma Financial Information

The directors are responsible for compiling 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 (“AG”) 7 “Preparation of Pro Forma Financial Information for Inclusion in Investment Circulars” issued by the Hong Kong Institute of Certified Public Accountants (the “HKICPA”).

• III-4 -

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

APPENDIX III

Reporting Accountant’s Responsibilities

Our responsibility is to express 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.

We conducted our engagement in accordance with Hong Kong Standard on Assurance Engagements 3420 “Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus” issued by the HKICPA. This standard requires that the reporting accountant comply with ethical requirements and plan and perform procedures to obtain reasonable assurance about whether the directors have compiled the Statement in accordance with paragraph 29 of Chapter 4 of the Listing Rules and with reference to AG 7 “Preparation of Pro Forma Financial Information for Inclusion in Investment Circulars” issued by the HKICPA.

For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the Statement, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the Statement.

The purpose of the Statement included in a circular is solely to illustrate the impact of a significant event or transaction on unadjusted financial information of the Group as if the event had occurred or the transaction had been undertaken at an earlier date selected for purposes of the illustration. Accordingly, we do not provide any assurance that the actual outcome of the event or transaction at 30 June 2015 would have been as presented.

A reasonable assurance engagement to report on whether the Statement has been properly compiled on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used by the directors in the compilation of the Statement provide a reasonable basis for presenting the significant effects directly attributable to the event or transaction, and to obtain sufficient appropriate evidence about whether:

• The related pro forma adjustments give appropriate effect to those criteria; and

• The Statement reflects the proper application of those adjustments to the unadjusted financial information.

The procedures selected depend on the reporting accountant’s judgement, having regard to the reporting accountant’s understanding of the nature of the Group, the event or transaction in respect of which the Statement has been compiled, and other relevant engagement circumstances.

The engagement also involves evaluating the overall presentation of the Statement.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

• III-5 -

APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

Opinion

In our opinion:

• (a) the Statement has been properly compiled 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 Hong Kong

Certified Public Accountants Hong Kong

• III-6 -

PROPERTIES VALUATION

APPENDIX IV

The following is the text of a letter and valuation certificate prepared for the purpose of incorporation in this circular received from Savills Valuation and Professional Services Limited, an independent property valuer, in connection with their opinion of value of the property to be acquired by the Company as at 30 September 2015.

==> picture [72 x 71] intentionally omitted <==

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

25 November 2015

Dear Sirs,

• RE: BLOCK A, BLOCK B, BLOCK C AND UNITS 30401, 30501, 30601, 30701, 30801, 30901 AND 31001 OF BLOCK D OF BUILDING 2#, BUILDING 3# (EXCLUDING UNIT 52001) AND 270 DESIGNATED CAR PARKING SPACES OF CHANG’AN METROPOLIS CENTRE, NO. 88 NANGUANZHENG STREET, BEILIN DISTRICT, XI’AN, SHAANXI PROVINCE, THE PEOPLE’S REPUBLIC OF CHINA (THE “PROPERTY”)

INSTRUCTION

In accordance with the instructions from Overseas Chinese Town (Asia) Holdings Limited (the “Company”) for us to value the Property situated in the People’s Republic of China (“PRC”), and held by Chang’an Holdings (Group) Company Limited (長安控股（集團）有限責任公司) (“Chang’an Holdings”) and Shaanxi Chang’an Construction & Investment Development Co., Ltd. (陝西長安建設投資開發有限責任公 司) (“Shaanxi Chang’an”), we confirm that we have carried out inspections, made relevant enquiries 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 September 2015 (“valuation date”) for circular purpose.

BASIS OF VALUATION

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

• IV-1 -

PROPERTIES VALUATION

APPENDIX IV

Market value is understood as the value of an asset or liability estimated without regard to costs of sale or purchase (or transaction) and without offset for any associated taxes or potential taxes.

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 HKIS Valuation Standards (2012 Edition) published by The Hong Kong Institute of Surveyors.

VALUATION METHODOLOGY

The Property is to be held by the Company for investment. In the course of our valuation, we have valued the Property by making reference to comparable market transactions as available in the market and where appropriate, on the basis of capitalization of the incomes as shown on the schedules provided to us with due allowance for reversionary income potential of the Property.

TITLE INVESTIGATIONS

We have been provided with copies of extracts of the title documents relating to the Property. However, we have not searched the original documents to ascertain the existence of any amendments, which may not appear on the copies handed to us. We have relied to a very considerable extent on information given by the Company and its PRC legal adviser, V & T Law Firm (萬商天勤律師事務所), regarding the title to the Property.

VALUATION CONSIDERATIONS AND ASSUMPTIONS

In valuing the Property in the PRC, unless otherwise stated, we have assumed that transferable land use rights in respect of the Property for its specific terms at nominal land use fee have been granted and that all requisite land premium payable has been fully settled. We have also assumed that the owner of the Property has an enforceable title to the Property and has free and uninterrupted rights to use, occupy or assign the Property for the whole of the unexpired terms as granted.

We have relied to a very considerable extent on information given by the Company and have accepted advice given to us on such matters as planning approvals or statutory notices, easements, tenure, ownership, particulars of occupancy, 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 made. 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 have also advised by the Company that no material facts have been omitted from the information provided.

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.

• IV-2 -

PROPERTIES VALUATION

APPENDIX IV

SITE INSPECTION

We have inspected the Property. The site inspection was carried out during the period between 23 September 2015 and 24 September 2015 by our Mr. Jim Wong, who is a professional member of The Royal Institution of Chartered Surveyors and a China Registered Real Estate Appraiser, Ms. Julia Qin, who is a China Registered Land Valuer, and Ms. Yivi Ye (Assistant Valuer). During the course of our inspection, we did not note any serious defects. However, no structural survey has been made and we are therefore unable to report whether the Property is free from rot, infestation or any other defects. No tests were carried out on any of the services.

REMARKS

Unless otherwise stated, all money amounts stated are 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

MHKIS MRICS RPS(GP) Director

Note: Mr. Anthony C.K. Lau is a qualified surveyor and has over 22 years’ post-qualification experience in the valuation of properties in the PRC and Hong Kong.

• IV-3 -

PROPERTIES VALUATION

APPENDIX IV

VALUATION CERTIFICATE

Property

Block A, Block B, Block C and units 30401, 30501, 30601, 30701, 30801, 30901 and 31001 of Block D of Building 2#, Building 3# (excluding unit 52001) and 270 designated car parking spaces of Chang’an Metropolis Centre, No. 88 Nanguanzheng Street, Beilin District, Xi’an, Shaanxi Province, PRC

Description and tenure

Chang’an Metropolis Centre (the “Development”) is a large-scale comprehensive office, residential, hotel and commercial complex, which is being completed in two phases. Phase I of the Development comprises Buildings 2# and 3#, which is erected on two parcels of land with a total site area of approximately 19,875.70 sq.m..

Building 2# comprises four office blocks erected on a commercial podium whereas Building 3# comprises a residential block. Building 2# and Building 3# were completed in 2005 and 2006 respectively.

The Development is located in Beilin District of Xi’an. Developments in the vicinity are dominated by high-rise residential developments. It is located at about 5-minutes’ walk to the city centre and at about 50-minutes’ drive to Xi’an Xianyang International Airport.

Market value in Particulars of existing state as at occupancy 30 September 2015

As at the valuation date, RMB1,653,000,000 portion of the Property (See Note (5)) with a total gross floor area of approximately 39,401.84 sq.m. was subject to 118 tenancies with the latest one due to expire in August 2024 at a total monthly rental of approximately RMB4,730,000 (excluding management fees and other outgoings). The lease terms of most tenancies range from two to three years.

The remaining portion of the Property was vacant.

The Property comprises portion of Building 2# and Building 3# of the Development with a total gross floor area of approximately 104,665.94 sq.m., the breakdown of which is as follows:

Use Commercial Office Residential Car park (270 bays) Total:	Approximate Gross Floor Area (sq.m.) 508.47 40,027.61 47,827.56 16,302.30
	104,665.94

The land use rights of the Property have been granted for two concurrent terms due to expire on 20 November 2037 and 20 November 2067 for commercial and residential uses respectively.

• IV-4 -

PROPERTIES VALUATION

APPENDIX IV

Notes:

• (1) Pursuant to two State-owned Land Use Rights Certificates – Xi Bei Guo Yong (2004 Chu) Di No. 769 and Xi Bei Guo Yong (2008 Chu) Di No. 105, the land use rights of two parcels of land with a total site area of approximately 19,875.70 sq.m. have been granted to Shaanxi Chang’an Construction & Investment Development Co., Ltd. (陝西長安 建設投資開發有限責任公司) (“Shaanxi Chang’an”). Details of the said certificates are as listed follows:

Certificate No. Date of Issue Xi Bei Guo Yong (2004 Chu) Di No. 769 22 October 2004 Xi Bei Guo Yong (2008 Chu) Di No. 105 20 February 2008 Total:	Site Area Usage and Land Use Term Expiry Date (sq.m.) 5,658.40 Residential: 20 November 2067 14,217.30 Commercial: 20 November 2037 19,875.70

• (2) Pursuant to the following Building Ownership Certificates and Real Estate Registration Book (房屋登記簿) (“Registration Book”), the building ownership of portion of the Property with a total gross floor area of 74,489.15 sq.m. (including the basement car park with a total gross floor area of approximately 16,302.30 sq.m.) (the “Properties B”) is vested in Shaanxi Chang’an. Details of the said certificates and registration book are listed as below:

					Gross Floor
No.	Building	Certificate No.	Level	Use	Area
					(sq.m.)
(i)	Block D of Building 2#	1100106020 I—30—1—30401	4	office	1,407.26
		(from Registration Book)
(ii)	Block C of Building 2#	1100106020 I—30—1—40401	4	office	1,407.26
		(from Registration Book)
(iii)	Block C of Building 2#	1100106020 I—30—1—40501	5	office	1,407.26
		(from Registration Book)
(iv)	Block C of Building 2#	1100106020 I—30—1—40601	6	office	1,407.26
		(from Registration Book)
(v)	Block C of Building 2#	1100106020 I—30—1—40701	7	office	1,407.26
		(from Registration Book)
(vi)	Block C of Building 2#	1100106020 I—30—1—40801	8	office	1,407.26
		(from Registration Book)
(vii)	Block C of Building 2#	1100106020 I—30—1—40901	9	office	1,407.26
		(from Registration Book)
(viii)	Building 3#	1100106020 I—30—1—50101~1	1	commercial	141.50
(ix)	Building 3#	1100106020 I—30—1—50102~1	1	commercial	106.71
(x)	Building 3#	1100106020 I—30—1—50103~1	1	commercial	50.56
(xi)	Building 3#	1100106020 I—30—1—50104~1	1	commercial	209.70
(xii)	Building 3#	1100106020 I—30—1—50201~1	2	residential	1,475.13
(xiii)	Building 3#	1100106020 I—30—1—50301~1	3	residential	2,353.86
(xiv)	Building 3#	1100106020 I—30—1—50401~1	4	residential	2,452.75
(xv)	Building 3#	1100106020 I—30—1—50501~1	5	residential	2,452.75
(xvi)	Building 3#	1100106020 I—30—1—50601~1	6	residential	2,452.75
(xvii)	Building 3#	1100106020 I—30—1—50701~1	7	residential	2,452.75
(xviii)	Building 3#	1100106020 I—30—1—50801~1	8	residential	2,452.75
(xix)	Building 3#	1100106020 I—30—1—50901~1	9	residential	2,452.75
(xx)	Building 3#	1100106020 I—30—1—51001~1	10	residential	2,452.75
(xxi)	Building 3#	1100106020 I—30—1—51101~1	11	residential	2,452.75

• IV-5 -

APPENDIX IV

PROPERTIES VALUATION

No. Building Certificate No. Level Use (xxii) Building 3# 1100106020 I—30—1—51201~1 12 residential (xxiii) Building 3# 1100106020 I—30—1—51301~1 13 residential (xxiv) Building 3# 1100106020 I—30—1—51401~1 14 residential (xxv) Building 3# 1100106020 I—30—1—51501~1 15 residential (xxvi) Building 3# 1100106020 I—30—1—51601~1 16 residential (xxvii) Building 3# 1100106020 I—30—1—51701~1 17 residential (xxviii) Building 3# 1100106020 I—30—1—51801~1 18 residential (xxix) Building 3# 1100106020 I—30—1—51901~1 19 residential (xxx) Building 3# 1100106020 I—30—1—52101~1 21 residential (xxxi) – 1100106020 I—30—1—1F201 (from Registration Book) -2 other Total

Gross Floor Area (sq.m.) 2,452.75 2,452.75 2,452.75 2,452.75 2,452.75 2,452.75 2,452.75 2,452.75 4,754.57 16,302.30

74,489.15

(3) Pursuant to the following Building Ownership Certificates, the building ownership of portion of the Property with a total gross floor area of 30,176.79 sq.m. (the “Properties A”) is vested in Chang’an Holdings (Group) Company Limited (長安控股（集團）有限責任公司) (“Chang’an Holdings”). Details of the said certificates are listed as below:

No. Building Certificate No. Level Use (i) Block A of Building 2# 1100106020 I—30—1—10401~2 4 office (ii) Block A of Building 2# 1100106020 I—30—1—10501~2 5 office (iii) Block A of Building 2# 1100106020 I—30—1—10601~2 6 office (iv) Block A of Building 2# 1100106020 I—30—1—10701~2 7 office (v) Block A of Building 2# 1100106020 I—30—1—10801~2 8 office (vi) Block A of Building 2# 1100106020 I—30—1—10901~2 9 office (vii) Block A of Building 2# 1100106020 I—30—1—11001~2 10 office (viii) Block A of Building 2# 1100106020 I—30—1—11101~2 11 office (ix) Block B of Building 2# 1100106020 I—30—1—20401~2 4 office (x) Block B of Building 2# 1100106020 I—30—1—20501~2 5 office (xi) Block B of Building 2# 1100106020 I—30—1—20602~2 6 office (xii) Block B of Building 2# 1100106020 I—30—1—20701~2 7 office (xiii) Block B of Building 2# 1100106020 I—30—1—20801~2 8 office (xiv) Block B of Building 2# 1100106020 I—30—1—20901~2 9 office (xv) Block B of Building 2# 1100106020 I—30—1—21001~2 10 office (xvi) Block B of Building 2# 1100106020 I—30—1—21101~2 11 office (xvii) Block D of Building 2# 1100106020 I—30—1—30501~2 5 office (xviii) Block D of Building 2# 1100106020 I—30—1—30601~2 6 office (xix) Block D of Building 2# 1100106020 I—30—1—30701~2 7 office (xx) Block D of Building 2# 1100106020 I—30—1—30801~2 8 office (xxi) Block D of Building 2# 1100106020 I—30—1—30901~2 9 office (xxii) Block D of Building 2# 1100106020 I—30—1—31001~2 10 office Total

Gross Floor Area (sq.m.) 1,407.26 1,407.26 1,407.26 1,407.26 1,407.26 1,407.26 1,407.26 1,112.16 1,407.26 1,407.26 1,214.53 1,407.26 1,407.26 1,407.26 1,407.26 1,112.16 1,407.26 1,407.26 1,407.26 1,407.26 1,407.26 1,407.26

30,176.79

• IV-6 -

PROPERTIES VALUATION

APPENDIX IV

• (4) 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:

• i. the ownership of the Property is legally vested in Shaanxi Chang’an and Chang’an Holdings; and

• ii. the building ownership of Building 3# (including unit 52001) with a total gross floor area not less than 52,056.10 sq.m. and the building ownership of the buildings as stated in the Building Ownership Certificates mentioned in the above Note (3) with a total gross floor area of approximately 30,176.79 sq.m. together with their corresponding land use rights are subject to two mortgages both in favour of Bank of East Asia, Xi’an Branch (“BEA Xi’an”) for a mortgage period of five years at the mortgage amounts of RMB600,000,000 and RMB300,000,000 respectively. Prior consent from BEA Xi‘an is required before Shaanxi Chang’an and Chang’an Holdings can transfer the mortgaged portion of the Property. In case of the proposed acquisition of the mortgaged portion of the Property, such mortgage shall be duly discharged in accordance with PRC laws.

• (5) As requested, the breakdown of the market value of the Property is listed as below:

Properties A: RMB493,000,000 Properties B: RMB1,160,000,000

• IV-7 -

GENERAL INFORMATION

APPENDIX V

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 Securities and Futures Ordinance (“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 Director	shares held	Capacity	interest	the Company
Zhou Ping (“Mr. Zhou”)	160,000	Beneficial owner	Personal	0.025%
(Note)

Note:

Ms. Li Ning, the spouse of Mr. Zhou, held share options to subscribe for 160,000 Shares, Mr. Zhou is deemed, or taken to be, interested in the share options to subscribe for 160,000 Shares held by Ms. Li Ning.

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.

• V-1 -

GENERAL INFORMATION

APPENDIX V

(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 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:

Long Position in the Shares

			Approximate % of
Name of Substantial			issued share capital
Shareholders	Capacity/Nature	No. of Shares held	of the Company
Pacific Climax (Note 1)	Beneficial owner	434,894,000	66.66%
		(long position)
Overseas Chinese Town (HK)	Interest of a controlled	434,894,000	66.66%
Company Limited	corporation (Note 2)	(long position)
(“OCT (HK)”)	Beneficial owner	96,000,000	14.72%
		(long position)
Shenzhen Overseas Chinese	Interest of a controlled	530,894,000	81.38%
Town Company Limited	corporation (Note 3)	(long position)
(“OCT Ltd.”)
Overseas Chinese Town	Interest of a controlled	530,894,000	81.38%
Enterprises Company	corporation	(long position)
(“OCT Group”) (Note 4)
New China Life Insurance	Beneficial owner (Note 5)	40,000,000	6.13%
Company Ltd. (“NC Life		(long position)
Insurance”)
China Re Asset Management	Beneficial owner (Note 5)	40,000,000	6.13%
Co., Ltd (“CRAMC”)		(long position)
Others
UBS Group AG	Person having a security	3,200,000	0.49%
	interest in shares (Note 6)	(long position)
	Interest of a controlled	49,274,000	7.55%
	corporation (Note 6)	(long position)
		278,000	0.04%
		(short position)

• V-2 -

APPENDIX V

GENERAL INFORMATION

			Approximate % of
Name of Substantial			issued share capital
Shareholders	Capacity/Nature	No. of Shares held	of the Company
UBS AG	Person having a security	3,200,000	0.49%
	interest in shares (Note 6)	(long position)
	Interest of a controlled	48,996,000	7.51%
	corporation (Note 6)	(long position)
	Beneficial owner (Note 6)	278,000	0.04%
		(long position)
		278,000	0.04%
		(short position)

Notes:

• (1) Ms. Xie Mei and Mr. Lin Kaihua, both being executive Directors, and Mr. Zhou Ping, 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. Ms. Wang Xiaowen and Ms. Xie Mei, both being executive Directors, and Mr. Zhou Ping, being an nonexecutive Director, are also directors of OCT (HK).

• (3) OCT Ltd. is the beneficial owner of all the issued share capital in OCT (HK), which is in turn the beneficial owner of all the issued share capital in Pacific Climax. Therefore, 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 56.90% of the issued shares in OCT Ltd., which is the beneficial owner of all the issued shares 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 OCT Ltd., OCT (HK) and Pacific Climax for the purpose of the SFO.

• (5) On 24 July 2013, the Company allotted and issued 40,000,000 and 40,000,000 new non-voting convertible preference shares of HK$0.10 each in the capital of the Company (the “Convertible Preference Shares”) to NC Life Insurance and CRAMC respectively according to the preference shares subscription agreements entered into by the Company with each of NC Life Insurance and CRAMC on 6 June 2013. In addition, on 6 June 2013, OCT (HK) entered into a put option agreement with each of NC Life Insurance and CRAMC, pursuant to which, OCT (HK) grants to each of NC Life Insurance and CRAMC to require OCT (HK) to purchase from NC Life Insurance and CRAMC or Integrated Asset (as the case may be) (and any subsequent transferee of the Convertible Preference Shares) all (but not some only) of the outstanding Convertible Preference Shares legally and beneficially owned by NC Life Insurance or CRAMC (as the case may be) (and any subsequent transferee of the Convertible Preference Shares) from time to time during the 180 days commencing from the third anniversary of the date on which the Convertible Preference Shares would be allotted and issued by the Company to NC Life Insurance, CRAMC or Integrated Asset (as the case may be).

• (6) The interests of UBS AG consist of the interests (long position) in 39,088,000 Shares, 5,756,000 Shares and 4,152,000 Shares and 278,000 Shares (total: 49,274,000 Shares) held by UBS Fund Services (Luxembourg) SA, UBS Global Asset Management (Hong Kong) Ltd, UBS Global Asset Management (Singapore) Ltd and UBS AG. UBS Fund services (Luxembourg) SA, UBS Global Asset Management (Hong Kong) Ltd and UBS Global

• V-3 -

GENERAL INFORMATION

APPENDIX V

Asset Management (Singapore) Ltd are wholly-owned by UBS AG while UBS AG is directly owned as to 98.02% by UBS Group AG, and the interests (short position) in 278,000 Shares held by UBS AG. UBS Group AG is also interested in 3,200,000 Shares (long position) in the capacity as a person having a security interest in the shares. Therefore UBS Group AG is deemed, or taken to be interested in the total of 52,474,000 Shares (long position) and 278,000 Shares (short position) 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, each of the Directors has entered into a service contract with the Company. Contents of such contracts are the same in all material respects. Save for the service contracts of Mr. Lu Gong which will expire on the date of the annual general meeting of the Company to be held in 2016, all other service contracts with the Directors will expire on the date of the annual general meeting of the Company to be held in 2017 or 2018. Save as the aforesaid, 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 2014 (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.

• V-4 -

GENERAL INFORMATION

APPENDIX V

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 formal agreement entered into between Chengdu OCT and 成�市鑫金工發投資有限公司 (Chengdu Shi Xinjin Gongfa Investment Company Limited*) dated 17 June 2014 in relation to the land resumption project in Chengdu Jinniu District, the PRC;

• (b) the Asset Acquisition Agreement I; and

• (c) the Asset Acquisition Agreement II.

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 2014 (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 are contained in this circular:

Qualification

Name Qualification RSM Hong Kong 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 Hong Kong, 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 Hong Kong, 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.

* For identification purpose only

• V-5 -

GENERAL INFORMATION

APPENDIX V

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

As at the Latest Practicable Date, each of RSM Hong Kong, Savills Valuation and Professional Services Limited and V&T is not beneficially interested in the share capital of any member of the Group nor had any interest, direct or indirect, in any assets which have been, since 31 December 2014 (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.

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, Tsim Sha Tsui, Kowloon, Hong Kong.

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

• (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, Tsim Sha Tsui, Kowloon, Hong Kong from the date of this circular up to and including 8 December 2015:

• (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 17 of this circular;

• (c) the annual reports of the Company for the three years ended 31 December 2014;

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

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

• V-6 -

GENERAL INFORMATION

APPENDIX V

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

• (g) the circular issued by the Company dated 27 March 2015; and

• (h) this circular.

• V-7 -