RemeGen Co., Ltd. - Proxy Solicitation & Information Statement 2009

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 stockbroker or other registered dealer 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 at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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

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

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 03366)

(A) DISCLOSEABLE AND CONNECTED TRANSACTION – CAPITAL INJECTION TO XI’AN OCT INVESTMENT; AND

(B) PROPOSED REFRESHMENT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

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A letter from the Board is set out on pages 5 to 13 of this circular. A letter from the Independent Board Committee is set out on pages 14 to 15 of this circular and a letter from the Independent Financial Adviser is set out on pages 16 to 24 of this circular.

A notice convening an extraordinary general meeting of the Company to be held on 12 January 2010 (Tuesday) at 11:00 a.m. at Suites 3203-3204, Tower 6, The Gateway, Harbour City, Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong is set out on pages 34 to 37 of this circular. Whether or not you are able to attend the extraordinary general meeting, you are requested to complete and return the enclosed proxy form in accordance with the instructions printed thereon to the Company’s principal place of business at suites 3203-3204, Tower 6, The Gateway, Harbour City, Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the extraordinary general meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the extraordinary general meeting, or any adjournment thereof, should you so wish.

23 December 2009

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
LETTER FROM THE INDEPENDENT BOARD COMMITTEE. . . . . . . . . . . . . . . . . . . .	14
LETTER FROM THE INDEPENDENT FINANCIAL ADVISER. . . . . . . . . . . . . . . . . . .	16
APPENDIX I – EXPLANATORY STATEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . .	25
APPENDIX II – GENERAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	28
NOTICE OF EXTRAORDINARY GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . .	34

DEFINITIONS

In this circular, the following expressions shall have the meanings set out below unless the context requires otherwise:

“AGM” the annual general meeting of the Company held on 14 May 2009
“associates” has the same meaning as ascribed thereto in the Listing Rules “Bantix” Bantix International Limited, a company incorporated in Hong Kong on 11 October 2007, is an indirect wholly owned subsidiary of the Company
“Board” the board of Directors “Business Day” a day (other than a Saturday) on which banks in Hong Kong are open for business
“Cinda” or “Independent Cinda International Capital Limited, the independent financial Financial Adviser” adviser to the Independent Board Committee and the Independent Shareholders in relation to the Xi’an Capital Injection, the New Joint Venture and the refreshment of the Existing Issue Mandate
“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
“connected person”
has the meaning as ascribed thereto under the Listing Rules
“Director(s)” director(s) of the Company
“EGM”
the extraordinary general meeting of the Company to be convened and held for the Shareholders to consider and, if thought fit, pass the resolutions to approve, the Xi’an Capital Injection, the New Joint Venture and the grant of the Issue Mandate and the Repurchase Mandate
“Existing Issue Mandate”
the mandate granted to the Directors by the Shareholders at the AGM to issue, allot and deal with up to 20% of the issued share capital of the Company as at the date of the AGM
“Existing Repurchase Mandate”

the mandate granted to the Directors by the Shareholders at the AGM to repurchase Shares up to 10% of the issued share capital of the Company as at the date of the AGM

DEFINITIONS

“Group”

the Company and its subsidiaries

“Hong Kong”

Hong Kong Special Administrative Region of the PRC

“Independent Board Committee” the committee comprising all the independent non-executive Directors, namely Ms. Wong Wai Ling, Mr. Xu Jian and Mr. Lam Sing Kwong Simon formed to advise the Independent Shareholders in respect of the Xi’an Capital Injection, the New Joint Venture and the refreshment of the Existing Issue Mandate
“Independent Shareholders”
Shareholders other than Pacific Climax and its associates
“Issue Mandate”
the mandate proposed to be sought at the EGM to authorize the Directors to issue, allot and deal with Shares not exceeding 20% of the issued share capital of the Company as at the date of the EGM
“Joint Venture Agreement” the joint venture agreement entered into between OCT Properties and Bantix on 14 September 2009
“Latest Practicable Date” 21 December 2009, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular
“Listing Rules”
the Rules Governing the Listing of Securities on the Stock Exchange
“New Joint Venture” the new joint venture contemplated under the Xi’an Joint Venture Agreement
“OCT HK” Overseas Chinese Town (HK) Company Limited (香港華僑城有限公司), a company incorporated in Hong Kong on 31 October 1997; OCT HK is wholly owned by OCT Holding
“OCT Holding” Shenzhen Overseas Chinese Town Holding Company (深圳華僑城控股股份有限公司), a company incorporated in the PRC, the shares of which are listed on the Shenzhen Stock Exchange; OCT Holding is non-wholly owned by 華僑城集團公司 (Overseas Chinese Town Enterprises Company) as to 56.36% as at the date of this circular
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DEFINITIONS

“OCT Investments” OCT Investments Limited, a company incorporated in the British Virgin Islands and a wholly owned subsidiary of the Company
“OCT Properties” 深圳華僑城房地產有限公司 (Overseas Chinese Town Real Estate Company Limited), a wholly-owned subsidiary of OCT Holding
“OCT Xi’an” Overseas Chinese Town (Xi’an) Industry Company Limited (西安華僑城實業有限公司), a Sino-foreign equity joint venture enterprise proposed to be established in the PRC and held by OCT Properties as to 75% and by Bantix as to 25% under the Joint Venture Agreement
“Pacific Climax” Pacific Climax Limited, a company incorporated in the British Virgin Islands with limited liability, the controlling Shareholder which held 196,620,000 Shares, representing 56.70% of the existing issued share capital of the Company as at the date of this circular; the entire issued share capital of Pacific Climax is wholly owned by OCT HK
“Placing and Subscription” the placing of and subscription for 57,000,000 Shares under the Placing and Subscription Agreement
“Placing and Subscription the placing and subscription agreement entered into between Agreement” the Company, Pacific Climax and China Merchants Securities (HK) Co., Limited on 12 November 2009, details of which are set out in the announcement of the Company dated 12 November 2009
“PRC” the People’s Republic of China
“Repurchase Mandate” the mandate proposed to be sought at the EGM to authorize the Directors to exercise power of the Company to repurchase Shares on the Stock Exchange not exceeding 10% of the issued share capital of the Company as at the date of the EGM
“RMB” Renminbi, the lawful currency of the PRC
“SFO”
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended, modified and supplemented from time to time
“Share(s)” ordinary share(s) of HK$0.10 in the share capital of the Company
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DEFINITIONS

“Shareholder(s)”

holder(s) of the Share(s)

“Stock Exchange”

The Stock Exchange of Hong Kong Limited

“Subscription”
the subscription for 57,000,000 Shares by Pacific Climax contemplated under the Placing and Subscription Agreement
“Termination Agreement”

the termination agreement entered into between OCT Properties and Bantix and dated 7 December 2009 in relation to the termination of the Joint Venture Agreement

“Xi’an Capital Increase Agreement”

the conditional capital increase agreement entered into between OCT Properties and Bantix on 7 December 2009 in relation to the capital injection into Xi’an OCT Investment

“Xi’an Capital Injection”

the capital injection of RMB100,000,000 into Xi’an OCT Investment to be made by OCT Properties and Bantix pursuant to the Xi’an Capital Increase Agreement

“Xi’an Capital Injection Reference Date”
30 November 2009, the reference date according to which the allocation of rights and obligations of OCT Properties and Bantix in Xi’an OCT Investment is determined
“Xi’an Joint Venture Agreement”
the conditional joint venture agreement entered into between OCT Properties and Bantix pursuant to the Xi’an Capital Increase Agreement on 7 December 2009
“Xi’an OCT Investment” 西安華僑城投資有限公司 (Xi’an OCT Investment Ltd.), a company incorporated in the PRC with limited liability and wholly owned by OCT Properties as at the date of this announcement
“HK$” Hong Kong dollar(s), the lawful currency of Hong Kong
“%”
per cent.
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LETTER FROM THE BOARD

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

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 03366)

Executive Directors: Mr. Hou Songrong (Chairman) Mr. Ni Zheng (Chief Executive Director) Ms. Xie Mei Mr. Zhou Guangneng

Non-executive Director:

Registered Office: Clifton House 75 Fort Street PO Box 1350 GT George Town Grand Cayman Cayman Islands

Mr. Zheng Fan

Independent non-executive Directors: Ms. Wong Wai Ling Mr. Xu Jian Mr. Lam Sing Kwong Simon

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

23 December 2009

To the Shareholders

Dear Sir or Madam,

(A) DISCLOSEABLE AND CONNECTED TRANSACTION – CAPITAL INJECTION TO XI’AN OCT INVESTMENT; AND (B) PROPOSED REFRESHMENT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

INTRODUCTION

The Xi’an Capital Injection and the New Joint Venture

Reference is made to the announcements of the Company dated 7 December 2009 and 14 December 2009.

LETTER FROM THE BOARD

On 7 December 2009, Bantix, a wholly-owned subsidiary of the Company, entered into the Xi’an Capital Increase Agreement with OCT Properties, being the original sole shareholder of Xi’an OCT Investment, whereby each of Bantix and OCT Properties conditionally agreed to contribute RMB50,000,000 in cash in Xi’an OCT Investment. After completion of the Xi’an Capital Injection, the registered capital of Xi’an OCT Investment will increase from RMB100,000,000 (which was contributed by OCT Properties solely) to RMB200,000,000, whereby the equity interest of Xi’an OCT Investment will be owned as to 75% and 25% respectively by OCT Properties and Bantix. As a result of the completion of the Xi’an Capital Injection, Xi’an OCT Investment will be converted from a PRC domestic company into a Sino-foreign equity joint venture enterprise. In relation to the Xi’an Capital Injection, Bantix and OCT Properties also entered into the Xi’an Joint Venture Agreement on the same date.

Proposed refreshment of general mandates to issue and repurchase Shares

Under the Existing Issue Mandate granted by the Shareholders at the AGM, the Directors are authorized to allot and issue up to 57,608,000 Shares, representing 20% of the aggregate nominal amount of the share capital of the Company as at the date of the AGM.

On 12 November 2009, the Company announced that it had entered into the Placing and Subscription Agreement to issue and allot a total of 57,000,000 Shares under the Existing Issue Mandate to Pacific Climax pursuant to the Placing and Subscription Agreement. As detailed in the announcement of the Company dated 24 November 2009, the Placing and Subscription Agreement was completed on 24 November 2009.

As the Existing Issue Mandate granted to the Directors was almost fully utilized after the completion of the Placing and Subscription Agreement, the Directors would only be allowed to allot and issue up to approximately 0.21% of the issued share capital (equivalent to 608,000 Shares) of the Company at the date of the AGM under the Existing Issue Mandate as at the Latest Practicable Date if the Existing Issue Mandate is not refreshed. In order to allow the flexibility to raise further capital to finance future investments and/or for future business development, the Company wishes to seek approval of the Independent Shareholders at the EGM to grant the Issue Mandate to the Directors. Based on the total number of issued shares of the Company as at the date hereof (i.e. 346,750,000 Shares) and assuming there is no change in the issued share capital until the date of the grant of the Issue Mandate, the Issue Mandate will allow the Directors to issue and allot up to 69,350,000 new Shares. However, the Company does not have any immediate plans for any new issue of Shares at present.

The Company has not repurchased any Shares under the Existing Repurchase Mandate since the date of the AGM. However, as the share base of the Company was increased after the Subscription, the Company would like to seek approval of the Independent Shareholders at the EGM to grant the Repurchase Mandate to the Directors. The Company does not have any immediate plans for repurchase of any Shares at present.

LETTER FROM THE BOARD

The purpose of this circular is to provide you with further details in relation to, among other things, (i) the Xi’an Capital Increase Agreement, the Xi’an Joint Venture Agreement, the Issue Mandate and the Repurchase Mandate; (ii) letter of recommendation from the Independent Board Committee on the Xi’an Capital Injection, the New Joint Venture and the refreshment of the Existing Issue Mandate; (iii) letter of recommendation from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders on the Xi’an Capital Injection, the New Joint Venture and the refreshment of the Existing Issue Mandate; (iv) a notice convening the EGM at which resolutions will be proposed to be considered and if thought fit, approve the Xi’an Capital Increase Agreement, the Xi’an Joint Venture Agreement and the grant of the Issue Mandate and the Repurchase Mandate; and (v) certain information as required by the Listing Rules.

A. XI’AN CAPITAL INCREASE AGREEMENT

Date: 7 December 2009

Parties: (1) OCT Properties; and

(2) Bantix

Pursuant to the Xi’an Capital Increase Agreement, each of OCT Properties and Bantix conditionally agreed to contribute RMB50,000,000 in cash in Xi’an OCT Investment. After completion of the Xi’an Capital Injection, the registered capital of Xi’an OCT Investment will increase from RMB100,000,000 (which was contributed by OCT Properties solely) to RMB200,000,000, whereby the equity interest of Xi’an OCT Investment will be owned as to 75% and 25% respectively by OCT Properties and Bantix. As a result of the completion of the Xi’an Capital Injection, Xi’an OCT Investment will be converted from a PRC domestic company into a Sino-foreign equity joint venture enterprise. In relation to the Xi’an Capital Injection, Bantix and OCT Properties also entered into the Xi’an Joint Venture Agreement on the same date.

The amounts of contribution to be made by OCT Properties and Bantix were determined on the basis of their respective shares of registered capital in Xi’an OCT Investment.

The equity interest holding structure of Xi’an OCT Investment before and after completion of the Xi’an Capital Injection is set out as follows:

	Contribution	Shareholding	Contribution	Shareholding
	before	before	after	after
	completion	completion	completion	completion
	of Xi’an	of Xi’an	of Xi’an	of Xi’an
Shareholders	Capital Injection	Capital Injection	Capital Injection	Capital Injection
	RMB’000		RMB’000
OCT Properties	100,000	100%	150,000	75%
Bantix	0	0%	50,000	25%
Total	100,000	100%	200,000	100%

LETTER FROM THE BOARD

It is agreed that before and excluding the Xi’an Capital Injection Reference Date, OCT Properties will enjoy all the rights and be responsible for the obligations as shareholder of Xi’an OCT Investment, whereas from and including the Xi’an Capital Injection Reference Date, OCT Properties and Bantix shall enjoy the rights and be responsible for the obligations as shareholders of Xi’an OCT Investment in proportion to their respective shareholdings in Xi’an OCT Investment.

It is further agreed that the respective contributions of capital of RMB50,000,000 by each of OCT Properties and Bantix shall be paid in cash within 90 days from the date of issue of the business licence of Xi’an OCT Investment as a Sino-foreign equity joint venture enterprise.

The Directors intends to finance the cash contribution of RMB50,000,000 by internal resources of the Group.

Conditions precedent of the Xi’an Capital Increase Agreement

The Xi’an Capital Increase Agreement is conditional upon (1) the Company having complied with the approval procedures as set out in the Listing Rules and (2) the Xi’an Capital Increase Agreement being approved by the Ministry of Commerce of the PRC or such approval authority as delegated by the Ministry of Commerce of the PRC.

Financial Information of Xi’an OCT Investment

According to the unaudited accounts of Xi’an OCT Investment prepared in accordance with Hong Kong Financial Reporting Standards, the net assets value of Xi’an OCT Investment as at 30 November 2009 was RMB100,000,000.

As Xi’an OCT Investment was incorporated on 27 October 2009, the profit before and after tax attributable to Xi’an OCT Investment for the two financial years preceding the signing of the Xi’an Capital Increase Agreement are not available.

Reasons for and benefits of the entering into the Xi’an Capital Increase Agreement

The Directors consider that it would be beneficial to the Company to broaden the Group’s business horizon and new profit stream by entering into the Xi’an Capital Increase Agreement. Moreover, as the joint-venture partner of Xi’an OCT Investment, OCT Properties has successful experience on property investment and property developing, the Directors consider that entering into this agreement will leverage the successful experience of the joint venture partner to the Group.

The Directors (including the independent non-executive Directors) consider that the Xi’an Capital Increase Agreement was entered into on normal commercial terms and in the ordinary and usual course of business of the Company after arm’s length negotiation, and the terms of which are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

LETTER FROM THE BOARD

Major terms of the Xi’an Joint Venture Agreement

Pursuant to the proposed Xi’an Joint Venture Agreement, the registered capital of Xi’an OCT Investment will be RMB200,000,000. OCT Properties and Bantix will hold respectively 75% and 25% equity interests in Xi’an OCT Investment. According to the Xi’an Joint Venture Agreement, the total investment amount of Xi’an OCT Investment is RMB400,000,000. The total capital commitment (whether equity, loan or otherwise) of the Company in Xi’an OCT Investment will not exceed RMB100,000,000.

It is intended under the Xi’an Joint Venture Agreement that the board of Xi’an OCT Investment shall comprise 3 directors, of which 2 directors will be appointed by OCT Properties and 1 director will be appointed by Bantix. The chairman of the board of directors of Xi’an OCT Investment will be appointed by OCT Properties. Hence, Bantix will not have control of the board of directors of Xi’an OCT Investment.

Xi’an OCT Investment shall have a term of a fixed period of 4 years and 9 months from the date of issue of the business licence of Xi’an Oct Investment as a Sino-foreign equity joint venture enterprise and renewable upon mutual agreement between the parties and the approval of the board of directors of Xi’an OCT Investment.

The profit and loss of Xi’an OCT Investment will be shared by OCT Properties and Bantix in proportion to their respective contribution to the registered capital in Xi’an OCT Investment.

If each of OCT Properties and Bantix wishes to dispose of their respective equity interests in Xi’an OCT Investment, OCT Properties and Bantix shall be entitled to equal pre-emptive rights to acquire any equity interest proposed to be disposed of by the other party during the term of the Xi’an Joint Venture Agreement.

Each of OCT Properties and Bantix shall not pledge or mortgage their equity interest in Xi’an OCT Investment without written consent from the other party.

Conditions precedent of the Xi’an Joint Venture Agreement

The Xi’an Joint Venture Agreement is conditional upon (1) the Company having complied with the approval procedures as set out in the Listing Rules; and (2) the Xi’an Joint Venture Agreement being approved by the Ministry of Commerce of the PRC or such approval authority as delegated by the Ministry of Commerce of the PRC.

Scope of business of Xi’an OCT Investment

It is intended that Xi’an OCT Investment will be principally engaged in property investment and property development for sale or lease in Xi’an, the PRC.

LETTER FROM THE BOARD

INFORMATION ON THE GROUP

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

INFORMATION ON OCT PROPERTIES

OCT Properties is a wholly-owned subsidiary of OCT Holding and a connected person to the Company within the meaning of the Listing Rules. OCT Properties is principally engaged in properties investment and development business.

INFORMATION ON BANTIX

Bantix is an investment holding company. OCT Investments, a directly wholly-owned subsidiary of the Company, holds the entire interest in Bantix.

IMPLICATIONS OF THE LISTING RULES

OCT Holding is the holding company of OCT HK. OCT HK is the holding company of Pacific Climax, which is the controlling shareholder of the Company. OCT Properties is a wholly owned subsidiary of OCT Holding. Hence, OCT Properties is a connected person of the Company within the meaning of Chapter 14A of the Listing Rules. The transaction contemplated under the Xi’an Capital Increase Agreement constitutes a connected transaction of the Company and is subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. Pacific Climax and its associates will abstain from voting at the EGM.

As the applicable percentage ratios of the transactions contemplated under the Xi’an Capital Increase Agreement and the Xi’an Joint Venture Agreement exceed 5% but less than 25%, the entering into the Xi’an Capital Increase Agreement constitutes a discloseable transaction under Rule 14.06 of the Listing Rules and is subject to announcement requirement under Chapter 14 of the Listing Rules.

B. REFRESHMENT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

On 12 November 2009, the Company announced that it had entered into the Placing and Subscription Agreement dated 12 November 2009 to issue and allot a total of 57,000,000 Shares under the Existing Issue Mandate to Pacific Climax. The aggregate net proceeds from the Placing and Subscription amounted to approximately HK$155 million will be used as general working capital of the Group. As at the Latest Practicable Date, the Group has not utilized the proceeds raised from the Placing and Subscription. The Group intends that RMB50,000,000 (equivalent to approximately HK$56,800,000) of the net proceeds raised from the Placing and Subscription will be utilized for the capital injection in Xi’an OCT Investment and the remaining

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LETTER FROM THE BOARD

net proceeds will be utilized as general working capital and other future investments of the Group if opportunities arise. As detailed in the announcement of the Company dated 24 November 2009, the Placing and Subscription Agreement was completed on 24 November 2009.

As the Existing Issue Mandate granted to the Directors was almost fully utilized after the completion of the Placing and Subscription Agreement, the Directors would only be allowed to allot and issue up to approximately 0.21% of the issued share capital (equivalent to 608,000 Shares) of the Company at the date of the AGM under the Existing Issue Mandate as at the Latest Practicable Date if the Existing Issue Mandate is not refreshed. In order to allow the flexibility to raise further capital to finance future investments and/or for future business development, the Company wishes to seek approval of Independent Shareholders at the EGM to grant the Issue Mandate to the Directors. Based on the total number of issued shares of the Company as at the date hereof (i.e. 346,750,000 Shares) and assuming there is no change in the issued share capital until the date of the grant of Issue Mandate, the Issue Mandate will allow the Directors to issue and allot up to 69,350,000 new Shares. However, the Company does not have any immediate plans for any new issue of Shares at present.

At the EGM, resolutions will be proposed to grant the Issue Mandate and the Repurchase Mandate. Pacific Climax and its associates will abstain from voting at the EGM.

INDEPENDENT BOARD COMMITTEE

The Independent Board Committee, comprising all of the independent non-executive Directors, has been formed to advise the Independent Shareholders in respect of the Xi’an Capital Injection, the New Joint Venture and the refreshment of the Existing Issue Mandate. Your attention is drawn to the advice from the Independent Board Committee set out in their letter dated 23 December 2009 on pages 14 to 15 of this circular.

Having regard to the opinion of Cinda which is set out on pages 16 to 24 of this circular, the Independent Board Committee is of the opinion that the terms of the Xi’an Capital Increase Agreement, the Xi’an Joint Venture Agreement are fair and reasonable so far as the Independent Shareholders are concerned and the Xi’an Capital Injection, the Xi’an Joint Venture and the refreshment of the Existing Issue Mandate are in the interests of the Company and the Shareholders as a whole. Accordingly, the Independent Board Committee recommends the Independent Shareholders to approve the Xi’an Capital Increase Agreement, the Xi’an Joint Venture Agreement and the transactions thereunder, and the refreshment of the Existing Issue Mandate at the EGM.

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LETTER FROM THE BOARD

INDEPENDENT FINANCIAL ADVISER

Cinda has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the Xi’an Capital Injection, the New Joint Venture and the refreshment of the Existing Issue Mandate. The letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders, containing its advice and recommendations, is set out on pages 16 to 24 of this circular. Cinda is of the view that the Xi’an Capital Increase Agreement and the Xi’an Joint Venture Agreement are on normal commercial terms, in the ordinary and usual course of business of the Group, fair and reasonable, and in the interests of the Company and the Shareholders as a whole. Cinda also considers that the refreshment of the Existing Issue Mandate is in the interests of the Company and the Shareholders as a whole. Accordingly, Cinda advises the Independent Board Committee to recommend the Independent Shareholders to approve the Xi’an Capital Increase Agreement and the Xi’an Joint Venture Agreement and the transactions thereunder, and the refreshment of the Existing Issue Mandate at the EGM.

EXTRAORDINARY GENERAL MEETING

A notice convening the EGM to be held on 12 January 2010 (Tuesday) at 11:00 a.m. at Suites 3203-3204, Tower 6, The Gateway, Harbour City, Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong is set out on pages 34 to 37 of this circular for the purpose of considering and, if thought fit, passing the resolutions set out therein. The voting in respect of the approval of the resolutions will be conducted by way of poll.

You will find enclosed a proxy form for use at the EGM. Whether or not you are able to attend the EGM, you are requested to complete and return the enclosed proxy form in accordance with the instructions printed thereon to the Company’s principal place of business at Suites 3203-3204, Tower 6, The Gateway, Harbour City, Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the EGM. Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM, or any adjournment thereof, should you so wish.

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LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider that the Xi’an Capital Increase Agreement and the Xi’an Joint Venture Agreement entered into on normal commercial terms after arm’s length negotiation and the terms of the Xi’an Capital Increase Agreement and the Xi’an Joint Venture Agreement are fair and reasonable and in the interests of the Company and the Shareholders as a whole. The Directors also consider that the grant of the Issue Mandate and the Repurchase Mandate are in the interest of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Independent Shareholders should vote in favour of the ordinary resolution to be proposed at the EGM to approve the Xi’an Capital Increase Agreement, the Xi’an Joint Venture Agreement and the transactions thereunder, and the grant of the Issue Mandate and the Repurchase Mandate at the EGM.

ADDITIONAL INFORMATION

Your attention is also drawn to the additional information set out in Appendices I and II to this circular and the notice of the EGM.

By order of the Board Overseas Chinese Town (Asia) Holdings Limited Hou Songrong Chairman

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LETTER FROM THE INDEPENDENT BOARD COMMITTEE

The following is the text of a letter from the Independent Board Committee setting out its recommendation to the Independent Shareholders in relation to the Xi’an Capital Injection, the New Joint Venture and the refreshment of the Existing Issue Mandate.

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

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 03366)

23 December 2009

To the Independent Shareholders

Dear Sir or Madam,

(A) DISCLOSEABLE AND CONNECTED TRANSACTION – CAPITAL INJECTION TO XI’AN OCT INVESTMENT; AND (B) PROPOSED REFRESHMENT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

We have been appointed as members of the Independent Board Committee to advise you in respect of the Xi’an Capital Injection, the New Joint Venture and the refreshment of the Existing Issue Mandate, details of which are set out in the letter from the Board in the circular of the Company dated 23 December 2009 (the “Circular”) to the Shareholders, of which this letter forms part. Unless the context otherwise requires, terms defined in the Circular shall have the same meanings when used in this letter.

Your attention is drawn to the advice of Cinda in respect of the Xi’an Capital Increase Agreement, the Xi’an Joint Venture Agreement and the refreshment of the Existing Issue Mandate as set out in the section “Letter from the Independent Financial Adviser” in the Circular.

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LETTER FROM THE INDEPENDENT BOARD COMMITTEE

RECOMMENDATION

Having taken into account the principal factors and reasons considered by Cinda regarding the Xi’an Capital Injection and the New Joint Venture and its conclusion and advice, we concur with the view of Cinda and consider the terms of the Xi’an Capital Increase Agreement and the Xi’an Joint Venture Agreement are fair and reasonable and that the Xi’an Capital Injection and the New Joint Venture are in the interests of the Company and the Shareholders as a whole. We also concur with the view of Cinda and consider the refreshment of the Existing Issue Mandate is in the interests of the Company and the Shareholders as a whole. We therefore recommend that the Independent Shareholders to approve the Xi’an Capital Increase Agreement, the Xi’an Joint Venture Agreement and the transactions thereunder, and the refreshment of the Existing Issue Mandate.

Yours faithfully, For and on behalf of the Independent Board Committee

Wong Wai Ling Xu Jian Lam Sing Kwong Simon Independent Independent Independent non-executive Director non-executive Director non-executive Director

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The following is the full text of a letter of advice from Cinda to the Independent Board Committee and the Independent Shareholders for the purpose of inclusion in this circular:

==> picture [309 x 48] intentionally omitted <==

45th Floor, COSCO Tower 183 Queen’s Road Central Hong Kong

23 December 2009

To the Independent Board Committee and the Independent Shareholders of

Overseas Chinese Town (Asia) Holdings Limited

Dear Sirs,

(A) DISCLOSEABLE AND CONNECTED TRANSACTION – CAPITAL INJECTION TO XI’AN OCT INVESTMENT; AND (B) PROPOSED REFRESHMENT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

INTRODUCTION

We refer to our engagement as the independent financial adviser to the Independent Board Committee and the Independent Shareholders on the Xi’an Capital Injection, the New Joint Venture and the refreshment of the Existing Issue Mandate, details of which are contained in the Letter from the Board (the “ Letter from the Board ”) contained in the circular (the “ Circular ”) of the Company to the Shareholders dated 23 December 2009, of which this letter forms part. Terms used in this letter have the same meanings as defined in the Circular unless the context otherwise requires.

On 7 December 2009, Bantix, a wholly-owned subsidiary of the Company, entered into the Xi’an Capital Increase Agreement with OCT Properties, being the original sole shareholder of Xi’an OCT Investment, whereby each of Bantix and OCT Properties conditionally agreed to contribute RMB50,000,000 in cash in Xi’an OCT Investment. After completion of the Xi’an Capital Injection, the registered capital of Xi’an OCT Investment will increase to RMB200,000,000, whereby the equity interest of Xi’an OCT Investment will be owned as to 75% and 25% respectively by OCT Properties and Bantix. In relation to the Xi’an Capital Injection, Bantix and OCT Properties also entered into the Xi’an Joint Venture Agreement on the same date.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Increase Agreement constitutes a connected transaction of the Company and is subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. Pacific Climax and its associates will abstain from voting at the EGM.

The Existing Issue Mandate granted to the Directors was almost fully utilized after the completion of the Placing and Subscription Agreement taken place on 24 November 2009. At the EGM, resolutions will be proposed to grant the Issue Mandate and the Repurchase Mandate. Pacific Climax and its associates will abstain from voting at the EGM.

The Independent Board Committee, comprising all the independent non-executive Directors, namely Ms. Wong Wai Ling, Mr. Xu Jian and Mr. Lam Sing Kwong Simon, has been formed to advise the Independent Shareholders in relation to the Xi’an Capital Injection, the New Joint Venture and the refreshment of the Existing Issue Mandate.

BASIS OF OUR ADVICE

In arriving at our recommendation, we have relied on the information and facts provided by the Company and have assumed that any representations made to us are true, accurate and complete. We have also relied on the statements, information, opinions and representations contained in the Circular and the information and representations provided to us by the Directors and management of the Company. We have assumed that all information, representations and opinions contained or referred to in the Circular and all information, representations and opinions which have been provided by the Directors and management of the Company for which they are solely responsible, are true and accurate at the time they were made and will continue to be accurate at the date of the despatch to the Circular.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in the Circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, opinions expressed in the Circular have been arrived at after due and careful consideration and there are no other facts not contained in the Circular the omission of which would make any such statement contained in the Circular misleading. We consider that we have been provided with sufficient information on which to form a reasonable basis for our opinion. We have no reason to suspect that any relevant information has been withheld, nor are we aware of any fact or circumstance which would render the information provided and representations and opinions made to us untrue, inaccurate or misleading. Having made all reasonable enquiries, the Directors have further confirmed that, to the best of their knowledge, they believe there are no other facts or representations the omission of which would make any statement in the Circular, including this letter, misleading. We have not, however, carried out any independent verification of the information provided by the Directors and management of the Company, nor have we conducted an independent investigation into the business and affairs of the Group and OCT Properties.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

THE XI’AN CAPITAL INJECTION AND THE NEW JOINT VENTURE

Principal factors taken into account

The principal factors and reasons that we have taken into consideration in formulating our opinion regarding the Xi’an Capital Injection and the New Joint Venture are set out as follows:

1. Background of entering into the Xi’an Capital Increase Agreement

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

Bantix is an investment holding company. OCT Investments, a directly wholly-owned subsidiary of the Company, holds the entire interest in Bantix.

As at the Latest Practicable Date, Xi’an OCT Investment was wholly owned by OCT Properties. Upon completion of the Xi’an Capital Injection in which each of OCT Properties and Bantix conditionally agreed to contribute RMB50,000,000 in cash in Xi’an OCT Investment, the equity interest of Xi’an OCT Investment will be owned as to 75% and 25% respectively by OCT Properties and Bantix. Accordingly, the Company will be indirectly interested in 25% equity interest of Xi’an OCT Investment.

2. Reasons for entering into the Xi’an Capital Increase Agreement

As stated in the Letter from the Board, Xi’an OCT Investment was incorporated on 27 October 2009. It is intended that Xi’an OCT Investment will be principally engaged in property investment and property development for sale or lease in Xi’an, the PRC. As advised by the Company, Xi’an OCT Investment has not committed to any specific project up to the Latest Practicable Date. Currently, Xi’an OCT Investment is exploring business opportunity in the property market in Xi’an, the PRC.

According to the figures released by Xi’an Statistic Bureau, investment in real estate sector grew by approximately 89.0% during the three years from 2006 to 2008 and recorded approximately RMB54.0 billion in 2008. For the first ten months of 2009, investment in real estate sector amounted to approximately RMB56.9 billion. Sales of commercial properties was approximately 7.588 million square meters and approximately RMB31.8 billion in 2008, showing a growth rate of approximately 22.1% and approximately 54.0% respectively compared with 2006. For the first ten months of 2009, sales of residential properties amounted to approximately 9.195 million square meters and approximately RMB39.8 billion. We also note from the information announced by Xi’an Statistic Bureau that the gross domestic product of Xi’an in 2008 has been experienced the fastest growth during the past fifteen years.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

As stated in the 2009 interim report of the Company, the Group recorded a turnover and profit attributable to equity holders of approximately RMB246 million and RMB10.34 million, representing a decrease of approximately 34.2% and 33.6% over the same period of last year respectively. The decrease in the turnover of the Group for the six months ended 30 June 2009 was mainly attributable to the sluggish general paper packaging industry in China, the shrinking product market and the reduction of production orders from the major customers of the Group. Apart from the principal business in relation to the packaging industry, the Group has also commenced to participates in the real estate business by virtue of its 25% equity interest in Chengdu Tianfu OCT Industry Development Co., Ltd. (“Chengdu OCT”) since December 2008. Chengdu OCT is a large-scale integrated tourism and real estate development project comprising three major segments featuring theme park, urban entertainment & culture and residential community. According to the 2009 interim report of the Company, the theme park of Chengdu OCT namely Chengdu Happy Valley recorded over one million visitors in the first half of 2009 since its opening on 18 January 2009. Its property project also performed satisfactorily, as all units of Phase I, including the high-rise and low-rise apartments were sold out. The management is confident about the future prospects of Chengdu OCT. In order to enhance the Group’s competitive edges and increase its profitability, the Group will endeavor to seek suitable investment projects to maximize the returns for the shareholders. Therefore, the entering into of the Xi’an Capital Increase Agreement is in line with the business strategy of the Group.

The joint-venture partner, OCT Properties has successful experience on property investment and property development. As advised by the Company, OCT Properties has over 20 years’ property development experiences and is one of the largest property development enterprises in Shenzhen. OCT Properties currently has numerous projects in Beijing, Shanghai, Shenzhen and Chengdu comprise of residential buildings, shopping malls/commercial areas, art/cultural center, hotels/resorts.

We note from the announcement of the Company dated 15 September 2009 and the circular of the Company dated 28 September 2009 that, the Group had entered into the Joint Venture Agreement with OCT Properties on 14 September 2009 in relation to the formation of OCT Xi’an. It is intended that OCT Xi’an will be principally engaged in property development business in Xi’an, the PRC, which is similar to the scope of business of Xi’an OCT Investment. According to the announcement of the Company dated 7 December 2009, the Joint Venture Agreement was terminated with immediate effect upon signing of the Termination Agreement. As advised by the Company, in view of certain circumstantial changes which are not expected on the time entering into the Joint Venture Agreement, the parties to the Joint Venture Agreement considered that OCT Xi’an cannot be formed under original plan and therefore entered into the Termination Agreement. We further understand from the Company that the circumstantial changes won’t affect the intended business of Xi’an OCT Investment.

Having considered the above, particularly, (i) the continuous growth of real estate market in Xi’an, the PRC and the entering into the Xi’an Capital Increase Agreement presents an excellent opportunity to the Group in investing in the property market of Xi’an, the PRC; (ii) the entering into the Xi’an Capital Increase Agreement shall enhance and strengthen the real estate business of the Group and is in line with the business strategy of the Group; and (iii) Xi’an OCT Investment can leverage the successful experience of OCT Properties in property investment and property development, we concur with the Directors that the entering into the Xi’an Capital Increase Agreement would be beneficial

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

to the Company to broaden the Group’s business horizon and new profit stream. Accordingly, we are of the view that the entering into the Xi’an Capital Increase Agreement is in the interests of the Company and the Shareholders as a whole.

3. Major terms of the Xi’an Joint Venture Agreement

(a) Authorised capital and capital commitment

Pursuant to the Xi’an Joint Venture Agreement, the registered capital of Xi’an OCT Investment will be RMB200,000,000. OCT Properties and Bantix will hold respectively 75% and 25% equity interests in Xi’an OCT Investment. The total investment amount of Xi’an OCT Investment is RMB400,000,000. The total capital commitment (whether equity, loan or otherwise) of the Company in Xi’an OCT Investment will not exceed RMB100,000,000.

As the contribution amounts to be made by the Group and OCT properties are in the proportion of their respective shareholding interests in the registered capital of Xi’an OCT Investment under the Xi’an Joint Venture Agreement, we are of the view that the proposed investment of RMB50,000,000 by the Group, being 25% of the registered capital of Xi’an OCT Investment, and the maximum total capital commitment of RMB100,000,000, being 25% of the total investment amount of Xi’an OCT Investment, has been arrived at on a fair and reasonable basis.

(b) Board representation and management

According to the Xi’an Joint Venture Agreement, the board of Xi’an OCT Investment shall comprise 3 directors, of which 2 directors will be appointed by OCT Properties and 1 director will be appointed by Bantix. The chairman of the board of directors of Xi’an OCT Investment will be appointed by OCT Properties. Hence, Bantix will not have control of the board of directors of Xi’an OCT Investment.

(c) Profit and loss sharing

Under the Xi’an Joint Venture Agreement, the profit and loss of Xi’an OCT Investment will be shared by OCT Properties and Bantix in proportion to their respective contribution to the registered capital in Xi’an OCT Investment.

Given that the capital contribution, composition of the board and profit and loss sharing of Xi’an OCT Investment are proportionate to the shareholders’ respective equity interests in Xi’an OCT Investment, we consider that the terms of the Xi’an Joint Venture Agreement are fair and reasonable so far as the Independent Shareholders are concerned and is in the interests of the Company and the Shareholders as a whole.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

4. Financial effects of the Xi’an Capital Injection

Upon completion of the Xi’an Capital Injection, Xi’an OCT Investment will become an associated company of the Company and accordingly, the Company’s shareholding in Xi’an OCT Investment will be accounted for by the Company by equity method.

As Xi’an OCT Investment is a newly formed company on 27 October 2009 which has not yet had any business operation, there will be no immediate effect on the earnings of the Group upon the completion of Xi’an Capital Injection.

Bantix shall contribute RMB50,000,000 in cash for the registered capital of Xi’an OCT Investment. The Directors intends to finance the cash contribution of RMB50,000,000 by internal resources of the Group. The total capital commitment of the Company in Xi’an OCT Investment will not exceed RMB100,000,000. The Directors have confirmed that the Group will have sufficient internal resources to satisfy its obligation under the Xi’an Capital Injection to contribute to the maximum total capital commitment of RMB100,000,000. According to the 2009 interim report of the Company, the cash and cash equivalents of the Group was approximately RMB128,692,000 as at 30 June 2009. In November 2009, the Group received net proceeds of approximately HK$155,000,000 from the Placing and Subscription. The Group intends that RMB50,000,000 (equivalent to approximately HK$56,800,000) of the net proceeds raised from the Placing and Subscription will be utilized for the capital injection in Xi’an OCT Investment and the remaining net proceeds will be utilized as general working capital and other future investments of the Group if opportunities arise. Accordingly, we consider that the capital contribution will not have any material adverse effect on the Group’s working capital position.

Recommendation on the Xi’an Capital Injection and the New Joint Venture

Having taken into account the principal factors and reasons referred to the above, we are of the opinion that the Xi’an Capital Increase Agreement and the Xi’an Joint Venture Agreement are entered into on normal commercial terms, in the ordinary and usual course of business of the Group, fair and reasonable so far as the Independent Shareholders are concerned, and in the interests of the Company and the Shareholders as a whole. We therefore advise the Independent Board Committee to recommend the Independent Shareholders to vote in favour of the ordinary resolutions to be proposed at the EGM to approve the Xi’an Capital Increase Agreement and the Xi’an Joint Venture Agreement and the transactions contemplated thereunder.

REFRESHMENT OF THE EXISTING ISSUE MANDATE

Principal factors taken into account

The principal factors and reasons that we have taken into consideration in formulating our opinion regarding the refreshment of the Existing Issue Mandate are set out as follows:

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

1. Background and reason for the refreshment of the Existing Issue Mandate

At the AGM, the Shareholders passed an ordinary resolution to grant to the Directors the Existing Issue Mandate to allot, issue and deal with a maximum of 57,608,000 Shares, representing 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the AGM.

According to the announcement of the Company dated 12 November 2009, the Company had entered into the Placing and Subscription Agreement to issue and allot a total of 57,000,000 Shares under the Existing Issue Mandate to Pacific Climax pursuant to the Placing and Subscription Agreement. The Placing and Subscription Agreement was completed on 24 November 2009. Accordingly, the Existing Issue Mandate has been utilized as to 57,000,000 Shares, representing approximately 98.94% of the Existing Issue Mandate.

As the Existing Issue Mandate granted to the Directors has almost been fully utilized after the completion of the Placing and Subscription Agreement, if the Existing Issue Mandate is not refreshed and assuming that no Shares will be issued or repurchased by the Company from the Latest Practicable Date to the date of the EGM, the Directors would only be allowed to further allot and issue up to 608,000 Shares, representing approximately 1.06% of the Existing Issue Mandate.

In order to allow the financial flexibility to raise further capital to finance future investments and/or for future business development, the Company wishes to seek approval of the Independent Shareholders at the EGM to grant the Issue Mandate to the Directors. Based on 346,750,000 Shares in issue as at the Latest Practicable Date and assuming there is no change in the issued share capital until the date of the grant of the Issue Mandate, the Issue Mandate will allow the Directors to issue and allot up to 69,350,000 new Shares, representing 20% of the aforesaid total issued share capital of the Company.

As discussed with the management of the Company, the Directors consider that equity financing through the use of the Issue Mandate is an important avenue of resources to the Group, as it (i) does not create any interest paying obligations on the Group as in bank financing; (ii) is less costly and time-consuming than raising funds by way of rights issue or open offer; and (iii) provides the Company with the capability to capture any capital raising or prospective investment opportunity as and when it arises. The Directors consider that such ability is crucial in a competitive and rapidly changing investment environment and in times of volatile market conditions.

In light of the above, and having considered that the next AGM will not be held until around March 2010, which is around three months period from the Latest Practicable Date, we are of the view that the refreshment of the Existing Issue Mandate (i) would provide the Company with necessary financing flexibility for any funding needs for any future investments and business developments as and when they arise; (ii) will ensure the Company having sufficient general mandate, if so required, until the general mandate is approved in the next annual general meeting; and (iii) will facilitate the Company to raise funds in a meaningful quantum if and when necessary in a timely manner, we therefore consider that the refreshment of the Existing Issue Mandate is in the interests of the Company and the Shareholders as a whole.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

2. Potential dilution to Independent Shareholders’ shareholdings

We set out below the table depicting the shareholding structure of the Company (i) as at the Latest Practicable Date, and (ii) for illustrative purpose, upon full utilization of the refreshed Issue Mandate assuming that no further Shares will be issued or repurchased by the Company from the Latest Practicable Date to the date of the EGM:

Pacific Climax Ni Zheng Zhou Guangneng Sub-total Public Shareholders Shares to be issued under the Issue Mandate Total	As at the Latest Practicable Date No. of Approximate Shares % 196,620,000 56.70 600,000 0.17 510,000 0.15 197,730,000 57.02 149,020,000 42.98 – – 346,750,000 100	Upon full utilization of the Issue Mandate (assuming no other Share is issued or repurchased by the Company) No. of Approximate Shares % 196,620,000 47.25 600,000 0.15 510,000 0.12 197,730,000 47.52 149,020,000 35.81 69,350,000 16.67 416,100,000 100	Upon full utilization of the Issue Mandate (assuming no other Share is issued or repurchased by the Company) No. of Approximate Shares % 196,620,000 47.25 600,000 0.15 510,000 0.12 197,730,000 47.52 149,020,000 35.81 69,350,000 16.67 416,100,000 100
			47.52
			35.81 16.67
			100

The table above illustrates that the shareholding of the public Shareholders in the Company would be decreased by approximately 7.17% upon full utilization of the Issue Mandate assuming no other Share(s) is/are issued or repurchased by the Company after the Latest Practicable Date up to the date of the EGM.

Taking into account that the refreshment of the Existing Issue Mandate (i) allows the Company to raise capital by allotment and issuance of new Shares before the next annual general meeting; (ii) provides more flexibility and options of financing to the Group for future business development as well as for other potential future investments and/or acquisitions as and when such opportunities arise; and (iii) the shareholding interests of all Shareholders in the Company will be diluted in proportion to their respective shareholdings upon any utilization of the Issue Mandate, we are of the opinion that the potential dilution to the shareholdings of the public Shareholders as just mentioned is acceptable.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Recommendation on the refreshment of the Existing Issue Mandate

Having taken into account the principal factors and reasons referred to the above, we are of the opinion that the terms of the Issue Mandate are fair and reasonable so far as the Independent Shareholders are concerned and the refreshment of the Existing Issue Mandate is in the interests of the Company and the Shareholders as a whole. We therefore advise the Independent Board Committee to recommend the Independent Shareholders to vote in favour of the ordinary resolutions to be proposed at the EGM to approve the refreshment of the Existing Issue Mandate.

Yours faithfully, For and on behalf of

Cinda International Capital Limited Kinson Li Managing Director

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EXPLANATORY STATEMENT

APPENDIX I

This Appendix serves as an explanatory statement required by the Listing Rules to provide you with all the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolution in respect of the grant of the refreshed repurchase mandate.

LISTING RULES

The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their own shares on the Stock Exchange subject to certain restrictions, the most important of which are summarised below:

(a) Shareholders’ approval

All proposed repurchases of shares on the Stock Exchange by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of a general mandate or by specific approval.

(b) Source of funds

Repurchases of shares must be funded out of funds legally available for such purpose in accordance with the Company’s memorandum and articles of association and the laws of Cayman Islands.

SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 346,750,000 Shares. Subject to the passing of the relevant resolutions, the Company will be allowed to repurchase a maximum of 34,675,000 Shares on the assumption that there will be no change in the issued share capital prior to the EGM.

REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and its Shareholders to have general authority from Shareholders to enable the Directors to exercise the Company’s powers to repurchase Shares of the Company on the Stock Exchange. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and its Shareholders.

FUNDING AND EFFECT OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available, being distributable profit of the Company or the proceeds of a fresh issue of ordinary Shares of the Company made for such purpose in accordance with its memorandum and articles of association and the laws of Cayman Islands.

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EXPLANATORY STATEMENT

APPENDIX I

There might be material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the Annual Report for the year ended 31 December, 2008) in the event that the proposed repurchases were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the repurchase mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

DISCLOSURE OF INTERESTS

None of the Directors nor, to the best of the knowledge of the Directors having made all reasonable enquiries, any of their associates (as defined in the Listing Rules), has any present intention to sell any Shares to the Company or any of its subsidiaries in the event that the repurchase mandate is approved by the Shareholders.

No connected person of the Company (as defined in the Listing Rules) has notified the Company that he/she has a present intention to sell any Shares to the Company or he/she has undertaken not to sell any of the Shares held by him/her to the Company, in the event that the Company is authorised to exercise the repurchase mandate.

UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the power of the Company to make repurchases pursuant to the proposed resolution in accordance with the Listing Rules and the applicable laws of Cayman Islands.

EFFECT OF THE TAKEOVER CODE

If as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. As a result, a shareholder or a group of shareholders acting in concert (as that term is defined in the Takeovers Code), depending on the level of increase of the shareholder’s interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date and in so far the Directors are aware of, the only substantial Shareholder is Pacific Climax, which owned 196,620,000 Shares (approximately 56.70% of the issued share capital of the Company). In the event the Directors exercise in full the power to repurchase Shares which is proposed to be granted pursuant to the Repurchase Mandate, the interests of Pacific Climax would be increased to approximately 63.00%. On the basis of the aforesaid increase of shareholding held by Pacific Climax, the Directors are not aware of any consequences of such repurchases of Shares that would result in the Shareholder, or group of Shareholders acting in concert, becoming obliged to make a mandatory offer under Rule 26 of the Takeovers Code if the Repurchase Mandate were exercised in full. Moreover, the Directors do not intend to exercise the power to repurchase Shares to an extent which would render any Shareholder or group of Shareholders obliged to make a mandatory offer under Rule 26 of the Takeovers Code. In addition, the Directors have no present intention to

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EXPLANATORY STATEMENT

APPENDIX I

exercise the power to repurchase Shares pursuant to the Repurchase Mandate to such extent which would otherwise result in the total number of Shares being held by the public falling below 25% of the entire issued share capital of the Company.

SHARE REPURCHASES MADE BY THE COMPANY

On 12 November 2009, the Company announced that it had entered into the Placing and Subscription Agreement to issue and allot a total of 57,000,000 Shares under the Existing Issue Mandate to Pacific Climax. As detailed in the announcement of the Company dated 24 November 2009, the Placing and Subscription Agreement was completed on 24 November 2009.

Save as disclosed above, neither the Company nor any of its subsidiaries purchased, sold or redeemed any of the Company’s listed securities during the period during the six months preceding the Latest Practicable Date.

SHARE PRICES

The highest and lowest prices at which the Shares of the Company were traded on the Stock Exchange during each of the previous 12 months and up to the Latest Practicable Date were as follows:

		Shares
		Highest	Lowest
		HK$	HK$
2008
December		1.02	0.58
2009
January		0.95	0.85
February		0.91	0.70
March		0.80	0.70
April		1.04	0.75
May		1.55	1.00
June		2.18	1.41
July		1.92	1.75
August		2.27	1.85
September		3.27	2.03
October		3.43	2.90
November		4.00	3.15
December	(till the Latest Practicable Date)	4.62	3.48

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GENERAL INFORMATION

APPENDIX II

1. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group.

The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement in this circular misleading.

2. DISCLOSURE OF INTERESTS

(i) Directors’ and chief executive’s interests and/or 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”)) held by the Directors and chief executives of the Company which have been notified to the Company and The Stock Exchange of Hong Kong Limited (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 Ordinary Shares of the Company

				Approximate % of
	Number			issued share
	of ordinary			capital of
Name of Directors	shares held	Capacity	Nature of interest	the Company
Ni Zheng	600,000	Beneficial owner	Personal	0.17%
Zhou Guangneng	510,000	Beneficial owner	Personal	0.15%

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GENERAL INFORMATION

APPENDIX II

Long Positions in Underlying Shares of the Company

				Approximate % of
	Number			issued share
	of ordinary			capital of
Name of Directors	shares held	Capacity	Nature of interest	the Company
Ni Zheng_(Note 1)_	1,400,000	Beneficial owner	Personal	0.40%
Zhou Guangneng	1,190,000	Beneficial owner	Personal	0.34%
(Note 2)

Notes:

(1) Ni Zheng is taken to be interested as a grantee of options to subscribe for 1,400,000 Shares under the share option scheme of the Company.
(2) Zhou Guangneng is taken to be interested as a grantee of options to subscribe for 1,190,000 Shares under the share option scheme of the Company.

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

As at the Latest Practicable Date, none of the Directors has any direct or indirect interest in any assets which have been, since 31 December 2008, being the date to which the latest published audited accounts of the Group were made up, acquired or disposed of by, or leased to any members of the Group, or are proposed to be acquired or disposed of by, or leased to any members of the Group.

As at the Latest Practicable Date, none of the Directors is materially interested in any contracts or arrangements entered into by any members of the Group which is subsisting at the date of this circular and which is significant in relation to the business of the Group.

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GENERAL INFORMATION

APPENDIX II

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

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

Long Position in the Ordinary Shares of the Company

Name of			Approximate
Substantial		No. of	shareholding
Shareholders	Capacity/Nature	Shares held	percentage
Pacific Climax Limited	Beneficial owner	196,620,000	56.70%
(“Pacific Climax”)
(Note 1)
Overseas Chinese Town (HK)	Interest of a controlled	196,620,000	56.70%
Company Limited (“OCT HK”)	corporation
(Note 2)
Shenzhen OCT Holding	Interest of a controlled	196,620,000	56.70%
Co. Ltd. (“OCT Holding”)	corporation
(Note 3)
Chinese Town	Interest of a controlled	196,620,000	56.70%
Enterprises Company	corporation
(“OCT Group”)
(Note 4)
Others
UBS AG	Interest of a controlled	26,570,000	7.66%
	corporation
	(Note 5)

30 -

GENERAL INFORMATION

APPENDIX II

Notes:

(1) Mr. Ni Zheng and Mr. Zhou Guangneng, both of them are Directors, 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 those Shares for the purpose of the SFO. Mr. Hou Songrong, Mr. Zheng Fan and Mr. Ni Zheng, all of them are Directors, are also directors of OCT HK.
(3) OCT Holding is the beneficial owner of all the issued share capital in OCT HK. Therefore OCT Holding is deemed, or taken to be, interested in the 196,620,000 Shares which are beneficially owned by Pacific Climax. OCT Holding is a company incorporated in the PRC, the shares of which are listed on the Shenzhen Stock Exchange. As advised by OCT Group, OCT Holding is a non-wholly owned subsidiary of OCT Group. Mr. Zheng Fan, a Director, is also a director of OCT Holding.
(4) OCT Group is the beneficial owner of 56.36% of the issued shares in OCT Holding and therefore OCT Group is deemed, or taken to be, interested in the 196,620,000 Shares which are beneficially owned by Pacific Climax for the purposes of the SFO.
(5) The interest of UBS AG is derived from the interests in 16,828,000 Shares, 3,542,000 Shares and 6,200,000 Shares (total: 26,570,000 Shares) held by UBS Fund Services (Luxembourg) SA, UBS Global Asset Management (Hong Kong) Ltd and UBS Global Asset Management (Singapore) Ltd., respectively, which are 100% directly owned by UBS AG and therefore UBS AG is deemed, or taken to be, interested in the total of 26,570,000 Shares for the purpose of the SFO.

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

3. COMPETING INTERESTS

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

4. SERVICE CONTRACT

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

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

As at the Latest Practicable Date, save as disclosed in this circular, none of the Directors or the expert as named in the paragraph headed “Expert and Consent” in this appendix had any interest in any assets which have been, since 31 December 2008 (being the date to which the latest published audited accounts of the Company where 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.

31 -

GENERAL INFORMATION

APPENDIX II

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

6. LITIGATION

As at the Latest Practicable Date, so far as the Directors are aware, neither the Company nor any of its subsidiaries was engaged in any litigation or arbitration of material importance, and so far as the Directors are aware, no litigation or arbitration of material importance is pending or threatened against the Company or any of its subsidiaries.

7. EXPERTS AND CONSENT

(a) The following is the qualification of the experts which have given their advice contained in this circular:

Name Qualification

Cinda International a deemed licensed corporation under the SFO permitted Capital Limited to engage in types 1 and 6 of the regulated activities as defined in the SFO

(b) As at the Latest Practicable Date, Cinda did not have 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) Cinda has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter and references to its name in the form and context in which they are included.
(d) As at the Latest Practicable Date, Cinda did not have any interest, direct or indirect, in any assets which have been acquired or disposed of by or leased to any member of the Group, or which are proposed to be acquired or disposed of by or leased to any member of the Group since 31 December 2008, being the date to which the latest published audited consolidated financial statements of the Company were made up.
(e) The letter given by Cinda is given as of the date of this circular for incorporation herein.

8. MATERIAL ADVERSE CHANGE

The Directors confirm that, as at the Latest Practicable Date, they were not aware of any material adverse change in the financial or trading position of the Group since 31 December 2008, being the date to which the latest published audited consolidated financial statements of the Company were made up.

32 -

GENERAL INFORMATION

APPENDIX II

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 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 authorised share capital of the Company was HK$200,000,000, comprising 2,000,000,000 Shares of HK$0.1 each. As at the Latest Practicable Date, the total issued share capital of the Company was 346,750,000 Shares.
(d) 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.
(e) The English text of this circular shall prevail over the Chinese text.

10. 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 offices 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 the date of the EGM:

(i) the Xi’an Capital Increase Agreement; and
(ii) the Xi’an Joint Venture Agreement.
33 -

NOTICE OF EXTRAORDINARY GENERAL MEETING

==> picture [213 x 54] 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)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “Meeting”) of Overseas Chinese Town (Asia) Holdings Limited (the “Company”) will be held on 12 January 2010 (Tuesday) at 11:00 a.m. at Suites 3203-3204, Tower 6, The Gateway, Harbour City, Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong for considering and, if thought fit, passing, with or without amendments, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

“ THAT
(a) the capital increase agreement entered into between 深圳華僑城房地產有限公司(Overseas Chinese Town Real Estate Company Limited) (“OCT Properties”) and Bantix International Limited (“Bantix”) dated 7 December 2009 (the “Xi’an Capital Increase Agreement”) in relation to, inter alia, the capital injection of RMB50,000,000 into 西安華僑城投資有限公司 (Xi’an OCT Investment Ltd.) (“Xi’an OCT Investment”) by Bantix, (a copy of which has been produced to the Meeting marked “A” and initialled by the Chairman of the Meeting for the purpose of identification) and the transaction contemplated therein be and is hereby approved, confirmed and ratified;
(b) the joint venture agreement entered into between OCT Properties and Bantix dated 7 December 2009 (the “Xi’an Joint Venture Agreement”) for, among other things, converting Xi’an OCT Investment from a PRC domestic company to a Sino-foreign equity joint venture enterprise (a copy of which has been produced to the Meeting marked “B” and initialled by the Chairman of the Meeting for the purpose of identification) and the transaction contemplated therein be and is hereby approved, confirmed and ratified; and
(c) each of the directors of the Company be and is hereby authorised to do all such further acts and things, negotiate, approve, agree, sign, initial, ratify and/or execute such further documents and take all steps which may be in their opinion necessary, desirable or expedient to implement and/or give effect to the terms of the Xi’an Capital Increase Agreement and the Xi’an Joint Venture Agreement and the transactions contemplated thereunder.”
34 -

NOTICE OF EXTRAORDINARY GENERAL MEETING

“ THAT
(A) subject to paragraph (C) of this resolution below, the exercise by the directors of the Company (the “Directors”) during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which might require the exercise of such powers be and is hereby generally and unconditionally approved;
(B) the Directors be and are hereby authorised during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which might require the exercise of such powers during or after the end of the Relevant Period;
(C) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraphs (A) and (B) of this resolution above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) the exercise of any options granted under the share option scheme adopted by the Company or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to subscribe for shares in the Company; or (iii) any scrip dividend scheme or similar arrangement providing for the allotment of shares in the Company in lieu of the whole or part of a dividend in accordance with the articles of association of the Company from time to time, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue at the time of passing this resolution and the said approval shall be limited accordingly; and
(D) for the purposes of this resolution:

“Relevant Period” means the period from the time of the passing of this resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the laws of the Cayman Islands or the Company’s articles of association to be held; or
(iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.
35 -

NOTICE OF EXTRAORDINARY GENERAL MEETING

“Rights Issue” means an offer of shares open for a period fixed by the Directors to holders of shares on the register of members on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange).”

“ THAT
(A) subject to paragraph (C) of this resolution below, the exercise by the directors of the Company (the “Directors”) during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase issued shares in the capital of the Company on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, and that the exercise by the Directors of all powers of the Company to repurchase such shares are subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange, be and is hereby, generally and unconditionally approved;
(B) the approval in paragraph (A) of this resolution above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period to procure the Company to repurchase its shares at a price determined by the Directors;
(C) the aggregate nominal amount of share capital of the Company repurchased or agreed conditionally or unconditionally to be repurchased by the Company pursuant to the approval in paragraph (A) of this resolution above during the Relevant Period shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the time of passing this resolution and the said approval shall be limited accordingly; and
(D) for the purposes of this resolution:

“Relevant Period” means the period from the time of the passing of this resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the laws of the Cayman Islands or the Company’s articles of association to be held; or
36 -

NOTICE OF EXTRAORDINARY GENERAL MEETING

(iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.”

4. “ THAT

conditional upon the passing of Resolution Nos. 2 and 3 as set out in this notice convening the Meeting of which this Resolution forms part (“this Notice”), the general mandate granted to the directors of the Company pursuant to Resolution No. 2 as set out in this Notice be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of share capital of the Company repurchased by the Company under the authority granted pursuant to Resolution No. 3 as set out in this Notice, provided that such amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this Resolution.”

By Order of the Board FONG Fuk Wai Company Secretary

Hong Kong, 23 December 2009

Notes:

Any member of the Company entitled to attend and vote at the Meeting shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the Meeting. A proxy need not be a member of the Company. On a poll, votes may be given either personally or by proxy.
The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorized to sign the same.
To be valid, the instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be delivered to the principal place of business of the Company at suites 3203-3204, Tower 6, The Gateway, Harbour City, Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.
No instrument appointing a proxy shall be valid after expiration of 12 months from the date named in it as the date of its execution, except at an adjourned meeting or on a poll demanded at the Meeting or any adjournment thereof in cases where the Meeting was originally held within 12 months from such date.
Where there are joint holders of any shares, any one of such joint holders may vote at the Meeting, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the Meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose, seniority shall be determined by the order in which the names stand in the Register of Members of the Company in respect of the joint holding.
Completion and delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the Meeting if the member so wish and in such event, the instrument appointing a proxy should be deemed to be revoked.
The transfer books and Register of Members of the Company will be closed from 11 January 2010 to 12 January 2010, both days inclusive. During such period, no share transfers will be effected. In order to qualify for attending the Meeting, all transfer documents, accompanied by the relevant share certificates, must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited whose share registration public office is located at Shops 1712-16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration no later than 4:30 p.m. on 8 January 2010.
37 -

AI assistant

RemeGen Co., Ltd. — Proxy Solicitation & Information Statement 2009

51206_rns_2009-12-22_1808bb8e-379a-40d0-a83c-be9c2ea188c2.pdf

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

(A) DISCLOSEABLE AND CONNECTED TRANSACTION – CAPITAL INJECTION TO XI’AN OCT INVESTMENT; AND

(B) PROPOSED REFRESHMENT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

CONTENTS

DEFINITIONS

DEFINITIONS

DEFINITIONS

DEFINITIONS

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

(A) DISCLOSEABLE AND CONNECTED TRANSACTION – CAPITAL INJECTION TO XI’AN OCT INVESTMENT; AND (B) PROPOSED REFRESHMENT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

INTRODUCTION

The Xi’an Capital Injection and the New Joint Venture

LETTER FROM THE BOARD

Proposed refreshment of general mandates to issue and repurchase Shares

A. XI’AN CAPITAL INCREASE AGREEMENT

Conditions precedent of the Xi’an Capital Increase Agreement

Financial Information of Xi’an OCT Investment

Reasons for and benefits of the entering into the Xi’an Capital Increase Agreement

Major terms of the Xi’an Joint Venture Agreement

Conditions precedent of the Xi’an Joint Venture Agreement

Scope of business of Xi’an OCT Investment

INFORMATION ON THE GROUP

INFORMATION ON OCT PROPERTIES

INFORMATION ON BANTIX

IMPLICATIONS OF THE LISTING RULES

B. REFRESHMENT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

INDEPENDENT BOARD COMMITTEE

INDEPENDENT FINANCIAL ADVISER

EXTRAORDINARY GENERAL MEETING

RECOMMENDATION

ADDITIONAL INFORMATION

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

(A) DISCLOSEABLE AND CONNECTED TRANSACTION – CAPITAL INJECTION TO XI’AN OCT INVESTMENT; AND (B) PROPOSED REFRESHMENT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

RECOMMENDATION

(A) DISCLOSEABLE AND CONNECTED TRANSACTION – CAPITAL INJECTION TO XI’AN OCT INVESTMENT; AND (B) PROPOSED REFRESHMENT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

INTRODUCTION

BASIS OF OUR ADVICE

THE XI’AN CAPITAL INJECTION AND THE NEW JOINT VENTURE

Principal factors taken into account

3. Major terms of the Xi’an Joint Venture Agreement

(b) Board representation and management

(c) Profit and loss sharing

4. Financial effects of the Xi’an Capital Injection

Recommendation on the Xi’an Capital Injection and the New Joint Venture

REFRESHMENT OF THE EXISTING ISSUE MANDATE

Principal factors taken into account

Recommendation on the refreshment of the Existing Issue Mandate

Cinda International Capital Limited Kinson Li Managing Director

LISTING RULES

(a) Shareholders’ approval

(b) Source of funds

SHARE CAPITAL

REASONS FOR REPURCHASES

FUNDING AND EFFECT OF REPURCHASES

DISCLOSURE OF INTERESTS

UNDERTAKING OF THE DIRECTORS

EFFECT OF THE TAKEOVER CODE

SHARE REPURCHASES MADE BY THE COMPANY

SHARE PRICES

1. RESPONSIBILITY STATEMENT

2. DISCLOSURE OF INTERESTS

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

3. COMPETING INTERESTS

4. SERVICE CONTRACT

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

6. LITIGATION

7. EXPERTS AND CONSENT

Name Qualification

8. MATERIAL ADVERSE CHANGE

9. GENERAL

10. DOCUMENTS AVAILABLE FOR INSPECTION

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

ORDINARY RESOLUTIONS

NOTICE OF EXTRAORDINARY GENERAL MEETING

4. “ THAT

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RemeGen Co., Ltd. Proxy Solicitation & Information Statement 2009