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

Sep 25, 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)

DISCLOSEABLE AND CONNECTED TRANSACTION IN RESPECT OF FORMATION OF JOINT VENTURE COMPANY

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 4 to 9 of this circular. A letter from the Independent Board Committee is set out on page 10 of this circular and a letter from the Independent Financial Adviser is set out on pages 11 to 16 of this circular.

A notice convening an extraordinary general meeting of the Company to be held on 15 October 2009 (Thursday) 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 23 to 24 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.

28 September 2009

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
LETTER FROM THE INDEPENDENT BOARD COMMITTEE. . . . . . . . . . . . . . . . . . . .	10
LETTER FROM THE INDEPENDENT FINANCIAL ADVISER. . . . . . . . . . . . . . . . . . . .	11
APPENDIX I – GENERAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
NOTICE OF EXTRAORDINARY GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . .	23

• i -

DEFINITIONS

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

• “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

• “Board” the board of Directors

• “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 Joint Venture

• “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)” the director(s) of the Company

• “EGM” an extraordinary general meeting of the Company to be convened for the purpose of considering, and if thought fit, approving the Joint Venture

• “Group” the Company and its subsidiaries

• “Hong Kong”

• the 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 Joint Venture

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

• “Joint Venture”

the joint venture contemplated under the Joint Venture Agreement

• 1 -

DEFINITIONS

• “Joint Venture Agreement”

• the joint venture agreement entered into between OCT Properties and Bantix on 14 September 2009

• “Latest Practicable Date” 24 September 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

• “OCT Group” 華僑城集團公司(Overseas Chinese Town Enterprises Company), a company incorporated in the PRC and is the holding company of OCT HK

• “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 and the holding company of Pacific Climax, which is the controlling Shareholder

• “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 non-wholly-owned subsidiary of OCT Group

• “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 company 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 67.86% of the existing issued share capital of the Company as at the Latest Practicable Date. The entire issued share capital of the Pacific Climax is wholly owned by OCT HK

• “RMB” Renminbi, the lawful currency of the PRC

• “PRC” the People’s Republic of China

• “SFO”

the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended, modified and supplemented from time to time

• 2 -

DEFINITIONS

“Share(s)”	share(s) of HK$0.10 each in the share capital of the Company
“Shareholders”	the shareholder(s) of the Company from time to time
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“HK$”	Hong Kong dollar(s), the lawful currency of Hong Kong
“%”	per cent

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

• 3 -

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

28 September 2009

To the Shareholders

Dear Sir or Madam,

DISCLOSEABLE AND CONNECTED TRANSACTION IN RESPECT OF FORMATION OF JOINT VENTURE COMPANY

INTRODUCTION

On 14 September 2009, OCT Properties and Bantix, a wholly-owned subsidiary of the Company, entered into the Joint Venture Agreement to establish OCT Xi’an, a Sino-foreign equity joint venture enterprise. It is intended that OCT Xi’an will be principally engaged in property development business in Xi’an, the PRC. OCT Properties will hold 75% of the equity interest of OCT Xi’an, and Bantix will hold the remaining 25% equity interest of OCT Xi’an. The total registered capital of OCT Xi’an will be RMB100,000,000, to which OCT Properties and Bantix will contribute RMB75,000,000 and RMB25,000,000 in cash, respectively. The formation of OCT Xi’an is agreed by both parties after arm’s length negotiations.

• 4 -

LETTER FROM THE BOARD

The purpose of this circular is to provide you with further details in relation to, among other things, (i) further details of the Joint Venture Agreement; (ii) the advice of the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in relation to the Joint Venture; (iii) the recommendation of the Independent Board Committee to the Independent Shareholders in relation to the Joint Venture; (iv) a notice of EGM at which resolutions will be proposed to be considered and if thought fit, approve the Joint Venture Agreement and the transaction thereunder; and (v) certain information as required by the Listing Rules.

THE JOINT VENTURE AGREEMENT

On 14 September 2009, OCT Properties and Bantix, a wholly-owned subsidiary of the Company, entered into the Joint Venture Agreement to establish OCT Xi’an, a Sino-foreign equity joint venture enterprise. It is intended that OCT Xi’an will be principally engaged in property development business in Xi’an, the PRC. OCT Properties will hold 75% of the equity interest of OCT Xi’an, and Bantix will hold the remaining 25% equity interest of OCT Xi’an. The total registered capital of OCT Xi’an will be RMB100,000,000, to which OCT Properties and Bantix will contribute RMB75,000,000 and RMB25,000,000 in cash, respectively. The formation of OCT Xi’an is agreed by both parties after arm’s length negotiations.

1. Principal terms of the Joint Venture Agreement

Date: 14 September 2009

Parties: (1) OCT Properties

(2) Bantix, a wholly-owned subsidiary of the Company

Scope of Business of OCT Xi’an

It is intended that OCT Xi’an will be principally engaged in property development business in Xi’an, the PRC. Its proposed scope of business includes the development and operation of tourist facilities; property development for sale or lease; management of restaurant and entertainment; organization of cultural activities; and garden design. As OCT Xi’an is not yet established, it has not committed to any specific project.

Registered Capital

The total investment amount of OCT Xi’an will be RMB200,000,000. The registered capital of OCT Xi’an will be RMB100,000,000, to which OCT Properties and Bantix will contribute RMB75,000,000 and RMB25,000,000 in cash, respectively. As at the Latest Practicable Date, OCT Xi’an was not yet incorporated. Upon the establishment of OCT Xi’an, OCT Properties will hold 75% of the equity interest of OCT Xi’an, and Bantix will hold the remaining 25% equity interest of OCT Xi’an. The total capital commitment (whether equity, loan or otherwise) of the Company in OCT Xi’an will not exceed RMB50,000,000.

• 5 -

LETTER FROM THE BOARD

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

It was agreed that the respective contributions by OCT Properties and Bantix shall be paid under one payment by each of the parties within 90 days from the date of issue of the business licence of OCT Xi’an.

The Directors intends to finance the cash contribution of RMB25,000,000 by internal resources of the Group.

Having regard to the overall benefit of the joint venture arrangement to the Group, the Directors consider that the proportion of capital commitments and shareholdings in OCT Xi’an held by the respective parties are fair and reasonable and in the interest of the Company and the Shareholders as a whole.

Conditions precedent of the Joint Venture Agreement

The 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 Joint Venture Agreement being approved by the board of directors of OCT Properties and Bantix, respectively, and the Ministry of Commerce of the PRC or such approval authority as delegated by the Ministry of Commerce of the PRC.

Board Composition of OCT Xi’an

The board of OCT Xi’an 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 OCT Xi’an will be appointed by OCT Properties. Hence, Bantix will not have control of the board of directors of OCT Xi’an.

After the establishment of OCT Xi’an, it will be an associate of the Company.

Profit and Loss Sharing

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

Term

OCT Xi’an shall have a term for a fixed period of 30 (thirty) years and renewable upon mutual agreement between the parties and the approval of the board of directors of OCT Xi’an.

• 6 -

LETTER FROM THE BOARD

Pre-emptive rights

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

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

2. Reasons for and the benefits of the Joint Venture

The Directors believe that the Joint Venture Agreement presents an excellent opportunity to the Group in investing in the property market of Xi’an, the PRC, which the Directors consider having great potential for development in the future.

The terms of the Joint Venture Agreement were agreed after arm’s length negotiation.

INFORMATION OF 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 OF OCT PROPERTIES

OCT Properties is a non-wholly owned subsidiary of OCT Group. OCT Group is the ultimate shareholder of 100% interest in OCT HK (OCT HK owns 100% equity interest in Pacific Climax, which is the controlling shareholder of the Company). OCT Properties is 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 OF BANTIX

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

IMPLICATIONS UNDER THE LISTING RULES

OCT Group is the holding company of OCT HK. OCT HK is the holding company of Pacific Climax, which is the controlling shareholder of the Company holding 196,620,000 Shares as at the Latest Practicable Date. OCT Properties is a non-wholly owned subsidiary of OCT Group. Hence, OCT Properties is a connected person of the Company within the meaning of Chapter 14A of the Listing Rules. The entering into the Joint Venture Agreement constitutes a connected transaction of the Company and is subject to the reporting, announcement and Independent Shareholders’ approval at an extraordinary general meeting by way of poll under Chapter 14A of the Listing Rules. Pacific Climax and its associates will abstain from voting at the EGM.

• 7 -

LETTER FROM THE BOARD

As the applicable percentage ratios of the Joint Venture Agreement exceed 5% but less than 25%, the transaction contemplated under the Joint Venture Agreement also constitutes a discloseable transaction of the Company.

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 Joint Venture. Your attention is drawn to the advice from the Independent Board Committee set out in their letter dated 28 September 2009 on page 10 of this circular.

Having regard to the opinion of Cinda which is set out on pages 11 to 16 of this circular, the Independent Board Committee is of the opinion that the terms of the Joint Venture Agreement are fair and reasonable so far as the Independent Shareholders are concerned and the Joint Venture is in the interests of the Company and the Shareholders as a whole. Accordingly, the Independent Board Committee recommends the Independent Shareholders to approve the Joint Venture Agreement and the transaction thereunder at the EGM.

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 Joint Venture. 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 11 to 16 of this circular. Cinda is of the view that the Joint Venture Agreement is 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. Accordingly, Cinda advises the Independent Board Committee to recommend the Independent Shareholders to approve the Joint Venture Agreement and the transaction thereunder at the EGM. Cinda also recommends the Independent Shareholders to approve the Joint Venture Agreement and the transaction thereunder at the EGM.

EXTRAORDINARY GENERAL MEETING

A notice convening the EGM to be held on 15 October 2009 (Thursday) at 11 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 23 to 24 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.

• 8 -

LETTER FROM THE BOARD

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.

RECOMMENDATION

The Directors consider that the Joint Venture Agreement was entered into on normal commercial terms after arm’s length negotiation and the terms of the Joint Venture Agreement are fair and reasonable and in the interests 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 Joint Venture Agreement and the transaction thereunder.

ADDITIONAL INFORMATION

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

By order of the Board

Overseas Chinese Town (Asia) Holdings Limited Hou Songrong Chairman

• 9 -

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 Joint Venture.

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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)

28 September 2009

To the Independent Shareholders

Dear Sir or Madam,

DISCLOSEABLE AND CONNECTED TRANSACTION IN RESPECT OF FORMATION OF JOINT VENTURE COMPANY

We have been appointed as members of the Independent Board Committee to advise you in respect of the Joint Venture, details of which are set out in the letter from the Board in the circular of the Company dated 28 September 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 Joint Venture as set out in the section “Letter from the Independent Financial Adviser” in the Circular.

RECOMMENDATION

Having taken into account the principal factors and reasons considered by Cinda regarding the Joint Venture and its conclusion and advice, we concur with the view of Cinda and consider the terms of the Joint Venture Agreement are fair and reasonable and that the Joint Venture is in the interests of the Company and the Shareholders as a whole. We therefore recommend that the Independent Shareholders to approve the Joint Venture Agreement and the transaction thereunder.

Yours faithfully,

For and on behalf of the

Independent Board Committee

Wong Wai Ling

Independent

non-executive Director

Xu Jian

Independent non-executive Director

Lam Sing Kwong Simon Independent non-executive Director

• 10 -

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:

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

28 September 2009

To the Independent Board Committee and the Independent Shareholders of

Overseas Chinese Town (Asia) Holdings Limited

Dear Sirs,

DISCLOSEABLE AND CONNECTED TRANSACTION IN RESPECT OF FORMATION OF JOINT VENTURE COMPANY

INTRODUCTION

We refer to our engagement as the independent financial adviser to the Independent Board Committee and the Independent Shareholders on the Joint Venture Agreement and the transaction contemplated thereunder, 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 28 September 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 14 September 2009, OCT Properties and Bantix, a wholly-owned subsidiary of the Company, entered into the Joint Venture Agreement to establish OCT Xi’an, a Sino-foreign equity joint venture enterprise. OCT Properties will hold 75% of the equity interest of OCT Xi’an, and Bantix will hold the remaining 25% equity interest of OCT Xi’an. The total investment amount of OCT Xi’an will be RMB200,000,000. The total registered capital of OCT Xi’an will be RMB100,000,000, to which OCT Properties and Bantix will contribute RMB75,000,000 and RMB25,000,000 in cash, respectively.

OCT Group 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 non-wholly owned subsidiary of OCT Group. Hence, OCT Properties is a connected person of the Company within the meaning of Chapter 14A of the Listing Rules. The entering into the Joint Venture Agreement constitutes a connected transaction of the Company. As the applicable percentage ratios of the Joint Venture Agreement exceed 5% but less than 25%, the transaction contemplated under the Joint Venture Agreement also constitutes a discloseable transaction of the Company.

• 11 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

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 as to whether the terms of Joint Venture Agreement are fair and reasonable and whether the formation of OCT Xi’an is in the interests of the Company and its Independent Shareholders as a whole and to advise the Independent Shareholders in relation to the Joint Venture Agreement and the transaction contemplated thereunder.

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 the OCT Group.

PRINCIPAL FACTORS TAKEN INTO ACCOUNT

The principal factors and reasons that we have taken into consideration in formulating our opinion regarding the formation of OCT Xi’an are set out as follows:

1. Background of entering into the Joint Venture 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.

• 12 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

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

As set out in the 2008 annual report of the Company, for the year ended 31 December 2008, the Group’s turnover was RMB739 million, representing a decrease of 0.1% over 2007. During the year ended 31 December 2008, the Group exposed to the major challenges of slumping market demand, increasing costs of production and intensive industry competition. On the other hand, upon the completion of a further acquisition of equity interest in OCT Investments in December 2008, details of which are set out in the circular of the Company dated 24 June 2008, the Company indirectly holds 25% equity interest in Chengdu Tianfu OCT Industry Development Co., Ltd. (“Chengdu OCT”). 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. With the fast growing economy of Chengdu city and strong local government support on the development of tourism and real estate sectors, the Group believes that the prospect of Chengdu OCT is promising.

OCT Properties is a non-wholly owned subsidiary of OCT Group. OCT Group is the ultimate shareholder of 100% interest in OCT HK (OCT HK owns 100% equity interest in Pacific Climax, which is the controlling shareholder of the Company). OCT Properties is a connected person to the Company within the meaning of the Listing Rules. OCT Properties is principally engaged in properties investment and development business.

2. Reasons for entering into the Joint Venture Agreement

As stated in the Letter from the Board, OCT Xi’an intends to principally engage in property development business in Xi’an, the PRC. Its proposed scope of business includes the development and operation of tourist facilities; property development for sale or lease; management of restaurant and entertainment; organization of cultural activities; and garden design. As OCT Xi’an is not yet established, it has not committed to any specific project. The Directors believe that the Joint Venture Agreement presents an excellent opportunity to the Group in investing in the property market of Xi’an, the PRC, which the Directors consider having great potential for development in the future.

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. Sales of residential 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. We also noted 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.

• 13 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Apart from the principal business in relation to the packaging industry, the Group has also commenced to participate in the real estate business by virtue of its 25% equity interest in Chengdu OCT. 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. Therefore, the formation of OCT Xi’an is in line with the business strategy of the Group.

The joint-venture partner, OCT Properties has successful experience on developing highclass residential buildings. 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 and hotels/resorts.

In view of the continuous growth of real estate market in Xi’an as set out above, the formation of OCT Xi’an shall enhance and strengthen the real estate business of the Group. Moreover, in view of the ample experience of OCT Properties in developing high-class residential buildings, we consider that OCT Xi’an can leverage the successful experience of OCT Properties to capitalize on the business opportunities offered by the growing real estate market and enable the Group to broaden its revenue base. Accordingly, we are of the view that the entering into the Joint Venture Agreement is in the interest of the Group and the Shareholders as a whole.

3. Terms of the Joint Venture Agreement

(a) Authorised capital and capital commitment

As stated in the Letter from the Board, the total investment amount of OCT Xi’an will be RMB200,000,000. The registered capital of OCT Xi’an will be RMB100,000,000, to which OCT Properties and Bantix will contribute RMB75,000,000 and RMB25,000,000 in cash, respectively. As at the Latest Practicable Date, OCT Xi’an was not yet established. Upon the establishment of OCT Xi’an, OCT Properties will hold 75% of the equity interest of OCT Xi’an, and Bantix will hold the remaining 25% equity interest of OCT Xi’an. The total capital commitment (whether equity, loan or otherwise) of the Company in OCT Xi’an will not exceed RMB50,000,000.

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 OCT Xi’an under the Joint Venture Agreement, we are of the view that the proposed investment of RMB25,000,000 by the Group, being 25% of the registered capital of OCT Xi’an, and the maximum total capital commitment of RMB50,000,000, being 25% of the total investment amount of OCT Xi’an, has been arrived at on a fair and reasonable basis.

• 14 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

(b) Board representation and management

Pursuant to the Joint Venture Agreement, the board of OCT Xi’an shall comprise three directors, of which two will be appointed by OCT Properties and one will be appointed by Bantix. The chairman of the board of directors of OCT Xi’an will be appointed by OCT Properties. Hence, Bantix will not have control of the board of directors of OCT Xi’an.

• (c) Profit and loss sharing

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

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

4. Financial effects

After the establishment of OCT Xi’an, it will become an associated company of the Company and accordingly, the Company’s shareholding in OCT Investments will be accounted for by the Company by equity method.

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

Bantix shall contribute RMB25,000,000 in cash for the registered capital of OCT Xi’an. The Directors intends to finance the cash contribution of RMB25,000,000 by internal resources of the Group. The total capital commitment of the Company in OCT Xi’an will not exceed RMB50,000,000.

The Directors have confirmed that the Group will have sufficient internal resources to satisfy its obligation under the Joint Venture Agreement to contribute to the maximum total capital commitment of RMB50,000,000. According to the 2008 annual report of the Company, the cash and cash equivalents of the Group was approximately RMB127,307,000 as at 31 December 2008. Therefore, the maximum capital injection of OCT Xi’an by the Group will account for approximately 39.3% of the cash and cash equivalents of the Group as at 31 December 2008. Accordingly, we consider that such capital contribution will not have any material adverse effect on the Group’s working capital position.

• 15 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

RECOMMENDATION

Having taken into account the principal factors and reasons referred to the above, we are of the opinion that the formation of OCT Xi’an is fair and reasonable so far as the Independent Shareholders are concerned and in ordinary and usual course of business of the Company. We also consider the terms of the Joint Venture Agreement are entered into on normal commercial terms 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 Joint Venture Agreement and the transaction contemplated thereunder.

Yours faithfully, For and on behalf of

Cinda International Capital Limited Kinson Li Managing Director

• 16 -

GENERAL INFORMATION

APPENDIX I

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 issued
	Number of			share capital
	ordinary		Nature of	of the
Name of Directors	shares held	Capacity	interest	Company
Ni Zheng	600,000	Beneficial owner	Personal	0.21%
Zhou Guangneng	510,000	Beneficial owner	Personal	0.18%

• 17 -

GENERAL INFORMATION

APPENDIX I

Long Positions in Underlying Shares of the Company

				Approximate
				% of issued
	Number of			share capital
	underlying		Nature of	of the
Name of Directors	shares	Capacity	interest	Company
Ni Zheng_(Note 1)_	1,400,000	Beneficial owner	Personal	0.48%
Zhou Guangneng	1,190,000	Beneficial owner	Personal	0.41%
(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.

• 18 -

GENERAL INFORMATION

APPENDIX I

(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

			Approximate
	Capacity/	No. of	shareholding
Name	Nature	shares held	percentage
Substantial Shareholders
Pacific Climax Limited	Beneficial owner	196,620,000	67.86%
(“Pacific Climax”)
(Note 1)
Overseas Chinese Town	Interest of a controlled	196,620,000	67.86%
(HK) Company Limited	corporation_(Note 2)_
(“OCT HK”)
Shenzhen OCT Holding	Interest of a controlled	196,620,000	67.86%
Co. Ltd. (“OCT Holding”)	corporation_(Note 3)_
Overseas Chinese Town	Interest of a controlled	196,620,000	67.86%
Enterprises Company	corporation_(Note 4)_
(“OCT Group”)
Others
Polyfairz Group Limited	Beneficial owner	15,630,000	5.39%
Zhang Zhilin	Interest of a controlled	15,630,000	5.39%
	corporation_(Note 5)_
Tang Qinmei	Interest of spouse_(Note 6)_	15,630,000	5.39%

• 19 -

GENERAL INFORMATION

APPENDIX I

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 Group entered into the State-assets Transfer Agreement on 6 June 2008 with OCT Holding, pursuant to which OCT Group conditionally agreed to sell, and OCT Holding conditionally agreed to purchase, inter alia, the entire issued share capital of OCT HK. The State-assets Transfer Agreement is yet to be completed. For the purposes of the SFO, 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 subsidiary of OCT Group. Mr. Zheng Fan, a Director, is also a director of OCT Holding.

• (4) OCT Group is the beneficial owner of all the issued shares in OCT HK (OCT Group holds 454,999,998 shares in OCT HK in its own name. Mr. Zheng Fan, a non-executive Director, and Mr. Guo Yubin hold one share each in OCT HK on trust for OCT Group) and which is in turn the beneficial owner of all the issued share capital in Pacific Climax 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) Polyfairz Group Limited (formerly known as Polyfair Limited) is beneficially owned as to 90% by Mr. Zhang Zhilin and thus a controlled corporation of Mr. Zhang Zhilin, and Mr. Zhang Zhilin is deemed, or taken to be, interested in the 15,630,000 shares which are beneficially owned by Polyfairz Group Limited for the purpose of the SFO.

• (6) Ms. Tang Qinmei is the spouse of Mr. Zhang Zhilin. Therefore, Ms. Tang Qinmei is deemed, or taken to be, interested in all the shares in which Mr. Zhang Zhilin is interested 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).

• 20 -

GENERAL INFORMATION

APPENDIX I

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.

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 Capital Limited a deemed licensed corporation under the SFO permitted 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.

• 21 -

GENERAL INFORMATION

APPENDIX I

• (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.

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 289,750,000 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 Joint Venture Agreement is 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 15 October 2009.

• 22 -

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 15 October 2009 (Thursday) 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 resolution as ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT

• (a) the joint venture agreement entered into between 深圳華僑城房地產有限公司 (Overseas Chinese Town Real Estate Company Limited) and Bantix International Limited dated 14 September 2009 (the “Joint Venture Agreement”) in relation to the establishment of the joint venture in Xi’an, the People’s Republic of China (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; and

• (b) 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 Joint Venture Agreement and the transaction contemplated thereunder.”

By Order of the Board FONG Fuk Wai Company Secretary

Hong Kong, 28 September 2009

• 23 -

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. The transfer books and Register of Members of the Company will be closed from 14 October 2009 to 15 October 2009, 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 13 October 2009.

8. 24 -