RemeGen Co., Ltd. — Proxy Solicitation & Information Statement 2010

May 12, 2010

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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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)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “Meeting”) of Overseas Chinese Town (Asia) Holdings Limited (the “Company”) will be held at Function Room-Cypress, InterContinental Hong Kong, 18 Salisbury Road, Kowloon, Hong Kong on 31 May 2010 at 10:30 a.m. for considering and, if thought fit, passing, with or without amendments, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. “ THAT

2. (a) the capital increase agreement entered into between Bantix International Limited (“Bantix”), 深圳華僑城控股股份有限公司(Shenzhen Overseas Chinese Town Holding Company) (“OCT Holding”) and 深圳華僑城房地產有限公司(Overseas Chinese Town Real Estate Company Limited) (“OCT Properties”) dated 1 April 2010 (the “Capital Increase Agreement”) in relation to the increase in the registered capital of 成都天府華僑城實業發展有限公司 (Chengdu Tianfu OCT Industry Development Company Limited) (“Chengdu OCT”) from RMB400 million to RMB612 million and pursuant to which Bantix agreed to contribute, in cash, RMB588 million into Chengdu OCT (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 transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and

3. (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 Capital Increase Agreement and the transactions contemplated thereunder.”

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2. “ THAT

• (a) the subscription agreement entered into between the Company and Pacific Climax Limited (“Pacific Climax”) dated 1 April 2010 pursuant to which Pacific Climax agreed to subscribe for 91,800,000 new shares (the “Subscription Shares”) of HK$0.10 each in the share capital of the Company at the subscription price of HK$5.00 per Subscription Share (the “Subscription Agreement”) (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 transactions contemplated thereunder and all other matters of and incidental thereto or in connection therewith be and are hereby approved, confirmed and ratified;

• (b) the board of directors of the Company be and is hereby generally and specifically authorized to allot and issue the Subscription Shares upon and subject to the terms and conditions of the Subscription Agreement;

• (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 Subscription Agreement and the transactions contemplated thereunder”

• “ THAT

• (a) the placing agreement entered into between the Company and China Merchants Securities (HK) Co., Limited (the “Placing Agent”) dated 1 April 2010 pursuant to which the Placing Agent has agreed to act as placing agent for the Company to procure placee(s) for 60,000,000 new shares (the “Placing Shares”) of par value HK$0.10 each in the share capital of the Company at the placing price of HK$5.00 per Placing Share on a fully underwritten basis (the “Placing Agreement”) (a copy of which has been produced to the Meeting marked “C” and initialled by the Chairman of the Meeting for the purpose of identification) and the transactions contemplated thereunder and all other matters of and incidental thereto or in connection therewith be and are hereby approved, confirmed and ratified;

• (b) the board of directors of the Company be and is hereby generally and specifically authorized to allot and issue the Placing Shares pursuant to the Placing Agreement;

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• (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 Placing Agreement and the transactions contemplated thereunder.”

By Order of the Board FONG Fuk Wai Company Secretary

Hong Kong, 13 May 2010

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. As at the date of this notice of EGM, the board of directors of the Company comprises eight Directors, namely: Mr. Hou Songrong, Mr. Ni Zheng, Ms. Xie Mei and Mr. Zhou Guangneng as executive Directors; Mr. Zheng Fan as non-executive Director; Ms. Wong Wai Ling, Mr. Xu Jian and Mr. Lam Sing Kwong Simon as independent non-executive Directors.

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