RemeGen Co., Ltd. — Proxy Solicitation & Information Statement 2011

Dec 1, 2011

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Overseas Chinese Town (Asia) Holdings Limited (the “Company”), you should at once hand this circular accompanying with the form of proxy to the purchaser or transferee, or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Stock 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)

CONTINUING CONNECTED TRANSACTIONS (1) FRAMEWORK AGREEMENT IN RELATION TO PURCHASE OF ENTERTAINMENT FACILITIES AND RELATED SERVICE, AND

(2) FRAMEWORK AGREEMENT IN RELATION TO PURCHASE OF LED DISPLAY EQUIPMENT, TELEVISION SETS AND OTHER ELECTRONIC PRODUCTS AND RELATED SERVICE

Independent financial adviser to the independent board committee and the independent shareholders of the Company

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China Everbright Capital Limited

A letter from the independent board committee of the Company is set out on pages 12 to 13 of this circular. A letter from China Everbright containing its advice to the independent board committee and the independent shareholders of the Company is set out on pages 14 to 22 of this circular.

A notice convening the extraordinary general meeting of the Company to be held at Suites 3203-4, Tower 6, The Gateway Harbour City, Canton Road, Tsimshatsui, Kowloon, Hong Kong on Tuesday, 20 December 2011 at 11:00 a.m. is set out on pages 28 to 30 of this circular. Whether or not you are able to attend the meeting in person, please complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s share registrars, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as practicable but in any event not less than 48 hours before the time appointed for the holding of the meeting. Completion and return of the accompanying form of proxy will not preclude you from attending and voting at the meeting should you so wish.

2 December 2011

CONTENTS

		Page
Definitions	1
Letter from	**the Board **	5
1	Introduction 5
2	OCT Culture Framework Agreement 6
3	Konka Framework Agreement	8
4	Information of the Group 9
5	Information of OCT Group	9
6	Information of OCT Culture 9
7	Information of Konka Group 9
8	Listing Rules Implications	10
9	EGM	11
10	Recommendations 11
11	Additional Information 11
Letter from	the Independent Board Committee	12
Letter from	**China Everbright **	14
Appendix –	General Information	23
**Notice of EGM **		28

• i -

Definitions

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

• “2010 Announcement”

the announcement of the Company dated 31 December 2010 in relation to certain continuing connected transactions of the Company

• “2011 Announcement”

the announcement of the Company dated 15 November 2011 in relation to the OCT Culture Framework Agreement and the Konka Framework Agreement

• “associates”

has the meaning ascribed to in the Listing Rules

• “Board” the board of Directors

• “Chengdu OCT”

• Chengdu Tianfu OCT Industry Development Company Limited (成都天府華僑城實業發展有限公司), a sino-foreign equity joint venture established under the laws of the PRC and a non-wholly owned subsidiary of the Company

• “Chengdu OCT Happy Valley Branch”

• Happy Valley branch office of Chengdu OCT (成都天府 華僑城實業發展有限公司歡樂谷旅遊分公司)

• “China Everbright”

• China Everbright Capital Limited, a licensed corporation under the SFO to carry out type 1 (dealing in securities), type 4 (advising on securities) and type 6 (advising on corporate finance) regulated activities, being the independent financial adviser to the Independent Board Committees and the Independent Shareholders in relation to the OCT Culture Framework Agreement and the Konka Framework Agreement

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

• “Director(s)” the director(s) of the Company

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Definitions

• “EGM”

the extraordinary general meeting of the Company to be held at Suites 3203-4, Tower 6, The Gateway Harbour City, Canton Road, Tsimshatsui, Kowloon, Hong Kong on Tuesday, 20 December 2011 at 11:00 a.m. for approving, inter alia, the OCT Culture Framework Agreement and the Konka Framework Agreement and the relevant annual caps respectively

• “Entertainment Facilities and Service”

• the provision of supply of advanced entertainment facilities including but not limited to amusement rides, indoor theatres and game equipment to be installed at the Theme Park and the related design, installation, technical information and support as well as management, maintenance, testing and other ancillary services

• “Group”

• the Company and its subsidiaries

• “Hong Kong” the Hong Kong Special Administrative Region of the PRC

• “Independent Board Committee” the independent board committee of the Company comprising all the independent non-executive Directors, namely, Ms. Wong Wai Ling, Mr. Xu Jian and Mr. Lam Sing Kwong Simon

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

• “Independent Third Parties” to the best of the Directors’ knowledge, information and belief after making reasonable enquiries, third parties independent of the Company and its connected persons

• “Konka Framework Agreement” the sale and purchase framework agreement dated 15 November 2011 entered into between Chengdu OCT and Konka Group in relation to the LED Equipment, Television and other Electronic Products and Service

• “Konka Group”

• Konka Group Co., Ltd. (康佳集團股份有限公司), a company established in the PRC, the shares of which are listed on the Shenzhen Stock Exchange

• “Latest Practicable Date” 29 November 2011, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

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Definitions

• “LED Equipment, Television and Other Electronic Products and Service”

the provision of supply of LED displays, television sets and other electronic products to be installed or used at the various office and business premises, including but not limited to the Theme Park of Chengdu OCT from time to time and the installation and maintenance services

• “Listing Rules”

the Rules Governing the Listing of Securities on the Stock Exchange

• “New Design Contract”

the design service agreement dated 31 December 2010 entered into between Chengdu OCT and Shenzhen OCT Tourism Planning Consultancy Company Limited (深圳 市華僑城旅遊策劃顧問有限公司) for a term of 2 years from 1 January 2011 to 31 December 2012

• “New Theme Show Framework Agreement”

• the service contract regarding the provision of consultation and production services for parades, theme shows and entertainment programmes at the Theme Park dated 31 December 2010 entered into between Chengdu OCT Happy Valley Branch and Shenzhen Overseas Chinese Town International Media and Performance Company Limited (深圳華僑城國際傳媒演藝有限公司) for a term of three years with effect from 1 January 2011 and ending on 31 December 2013

• “OCT Culture”

• OCT Culture Tourism and Technology Co., Ltd (深圳華 僑城文化旅遊科技有限公司), a company established in the PRC and is a non– wholly owned subsidiary of OCT Ltd.

• “OCT Culture Framework Agreement” the purchase and related service framework agreement dated 15 November 2011 entered into between Chengdu OCT Happy Valley Branch and OCT Culture in relation to the Entertainment Facilities and Service

• “OCT Group”

• Overseas Chinese Town Enterprises Company (華僑城集 團公司), a PRC state-owned company established in the PRC and is the holding company of OCT Ltd.

• “OCT (HK)” Overseas Chinese Town (HK) Company Limited, a company incorporated in Hong Kong with limited liability and wholly owned by OCT Ltd.

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Definitions

“OCT Ltd.”	Shenzhen Overseas Chinese Town Company Limited (深
	圳華僑城股份有限公司) (formerly known as “Shenzhen
	Overseas Chinese Town Holding Company (深圳華僑城
	控股股份有限公司)”), a company established in the PRC,
	the shares of which are listed on the Shenzhen Stock
	Exchange
“Pacific Climax”	Pacific Climax Limited, a company incorporated in the
	British Virgin Islands with limited liability, is the controlling
	Shareholder and is wholly owned by OCT (HK)
“Percentage Ratios”	the percentage ratios set out in Rule 14.07 of the Listing
	Rules, i.e. “asset ratio”, “profits ratio”, “revenue ratio”,
	“consideration ratio” and “equity capital ratio”
“PRC”	the People’s Republic of China, for the purpose of this
	circular only, excludes Hong Kong, Taiwan and Macau
	Special Administrative Region
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the
	laws of Hong Kong)
“Share(s)”	existing ordinary share(s) of HK$0.10 each in the issued
	share capital of the Company
“Shareholders”	holders of Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“RMB”	Renminbi, the lawful currency of the PRC
“%”	per cent.

In this circular, the English names of the PRC entities or enterprises are translation of their Chinese names. In the event of any inconsistency, the Chinese names shall prevail.

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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: Ms. Wang Xiaowen (Chairman) Ms. Xie Mei (Chief Executive Officer) Mr. Zhou Guangneng

Registered Office: PO Box 1350 GT 75 Fort Street Grand Cayman Cayman Islands

Non-executive Director:

Mr. He Haibin

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

2 December 2011

To the Shareholders,

Dear Sir or Madam,

CONTINUING CONNECTED TRANSACTIONS

(1) FRAMEWORK AGREEMENT IN RELATION TO PURCHASE OF ENTERTAINMENT FACILITIES AND RELATED SERVICE, AND

(2) FRAMEWORK AGREEMENT IN RELATION TO PURCHASE OF LED DISPLAY EQUIPMENT, TELEVISION SETS AND OTHER ELECTRONIC PRODUCTS AND RELATED SERVICE

1. INTRODUCTION

Reference is made to the 2011 Announcement.

• 5 -

LETTER FROM THE BOARD

On 15 November 2011, Chengdu OCT Happy Valley Branch entered into the OCT Culture Framework Agreement with OCT Culture. Pursuant to the OCT Culture Framework Agreement, Chengdu OCT Happy Valley Branch has agreed to purchase and OCT Culture has agreed to supply the Entertainment Facilities and Service to Chengdu OCT Happy Valley Branch for a term with effect from the effective date of the OCT Culture Framework Agreement and ending on 31 December 2013. On the same date, Chengdu OCT entered into the Konka Framework Agreement with Konka Group. Pursuant to the Konka Framework Agreement, Chengdu OCT has agreed to purchase and Konka Group has agreed to supply the LED Equipment, Television and other Electronic Products and Service to Chengdu OCT for a term with effect from 1 January 2012 and ending on 31 December 2013.

The purpose of this circular is to give the Shareholders with details of the OCT Culture Framework Agreement and the Konka Framework Agreement, the recommendation from the Independent Board Committee, the advice of China Everbright and a notice to convene the EGM to consider and, if thought fit, pass the resolutions to approve the continuing connected transactions contemplated under the OCT Culture Framework Agreement and the Konka Framework Agreement and the relevant annual caps, respectively.

2. OCT CULTURE FRAMEWORK AGREEMENT

Date:

15 November 2011

Parties:

• (a) Chengdu OCT Happy Valley Branch; and

• (b) OCT Culture

Description of the transaction:

On 15 November 2011, Chengdu OCT Valley Branch entered into the OCT Culture Framework Agreement with OCT Culture. Pursuant to the OCT Culture Framework Agreement, Chengdu OCT Happy Valley Branch has agreed to purchase and OCT Culture has agreed to supply advanced entertainment facilities including but not limited to amusement rides, indoor theatres and game equipment to be installed at the Theme Park and the related design, installation, technical information and support as well as management, maintenance, testing and other ancillary services to Chengdu OCT Happy Valley Branch for a term with effect from the effective date of the OCT Culture Framework Agreement and ending on 31 December 2013.

Condition precedent

The OCT Culture Framework Agreement shall take effect subject to and conditional upon obtaining the Independent Shareholders’ approval at the EGM.

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LETTER FROM THE BOARD

Basis for price and payment

The unit prices for the Entertainment Facilities and Service is to be determined based on the prevailing market price of comparable entertainment equipment and service, which will be at similar prices and on similar terms that Chengdu OCT Happy Valley Branch can obtain from independent third parties of business size similar to OCT Culture. The price is to be paid in cash by Chengdu OCT Happy Valley Branch to OCT Culture within 60 days after completion of each transaction or otherwise rescheduled and agreed between the parties as necessary due to unusual circumstances.

Annual caps

The maximum annual aggregate amount to be paid for the Entertainment Facilities and Service by Chengdu OCT Happy Valley Branch to OCT Culture under the OCT Culture Framework Agreement for each of the three years ending 31 December 2011, 2012 and 2013 will not exceed the annual caps of RMB60 million, RMB60 million and RMB30 million respectively.

Basis for annual caps

The annual caps were determined by reference to (i) the prevailing market rates for purchase of comparable entertainment facilities and service in the PRC; (ii) the demand of such entertainment facilities and services and the scale of expansion for the future development of the Theme Park anticipated by the Group; and (iii) the payment schedule of each year (including design, production and maintenance fees).

Reasons for and benefits of entering into the OCT Culture Framework Agreement

OCT Culture has been engaged in, among others, the design, development, production processing and related services of entertainment facilities for many years and thus possesses the relevant expertise in such entertainment facilities and related service for the development of the Theme Park. In light of the development of the Theme Park that will bring additional purchase capacity for the entertainment facilities and related service, the Directors consider that the entering into the OCT Culture Framework Agreement with an experienced entertainment facilities developer such as OCT Culture for the supply of the Entertainment Facilities and Service is in the interest of the Group.

In light of the above, the Directors (including the independent non-executive Directors) consider that the terms of the OCT Culture Framework Agreement and the proposed annual caps are fair and reasonable so far as the Shareholders are concerned and the transactions under the OCT Culture Framework Agreement are in the interest of the Company and the Shareholders as a whole.

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LETTER FROM THE BOARD

3. KONKA FRAMEWORK AGREEMENT

Date:

15 November 2011

Parties:

• (a) Chengdu OCT; and

• (b) Konka Group

Description of the transaction:

On 15 November 2011, Chengdu OCT entered into the Konka Framework Agreement with Konka Group.

Pursuant to the Konka Framework Agreement, Chengdu OCT has agreed to purchase and Konka Group has agreed to supply the LED Equipment, Television and other Electronic Products and Service to Chengdu OCT for a term with effect from 1 January 2012 and ending on 31 December 2013.

Condition precedent

The Konka Framework Agreement shall take effect subject to and conditional upon obtaining the Independent Shareholders’ approval at the EGM.

Basis for price and payment

The unit prices for the LED Equipment, Television and other Electronic Products and Service is to be determined based on the prevailing market prices of comparable products, equipment and service, which will be at similar prices and on similar terms that Chengdu OCT can obtain from independent third parties of business size similar to Konka Group. The prices are to be paid in cash by Chengdu OCT to Konka Group as to be agreed between the parties after delivery.

Annual caps

The maximum annual aggregate amount to be paid for the LED Equipment, Television and other Electronic Products and Service by Chengdu OCT to Konka Group under the Konka Framework Agreement for each of the two years ending 31 December 2012 and 2013 will not exceed the annual caps of RMB8 million and RMB11 million respectively.

• 8 -

LETTER FROM THE BOARD

Basis for annual caps

The annual caps were determined by reference to (i) the expected purchase orders placed by Chengdu OCT for the LED Equipment, Television and Other Electronic Products and Service in order to cope with the business development of Chengdu OCT in the future; and (ii) the estimated increase in prices and labour costs for the LED Equipment, Television and Other Electronic Products and Service in the coming years.

Reasons for and benefits of entering into the Konka Framework Agreement

Konka Group has been engaged in, among others, the manufacture and sale of television sets, mobile telephones and other electronic appliances for many years, and thus possesses the relevant expertise in the manufacture of LED equipment, television and other electronic products that is up to the quality expected by Chengdu OCT.

In light of the above, the Directors (including the independent non-executive Directors) consider that the terms of the Konka Framework Agreement and the proposed annual caps are fair and reasonable so far as the Shareholders are concerned and the transactions under the Konka Framework Agreement are in the interest of the Company and the Shareholders as a whole.

4. INFORMATION OF THE GROUP

The Company is the indirect holding company of certain PRC subsidiaries whose principal business activity is design and manufacture of quality paper-based packaging containers and material, including corrugated paperboard and printed cartons for customers. The non-wholly owned subsidiary of the Company, Chengdu OCT, is principally engaged in the development of tourism, properties and hotel complex in the PRC. Chengdu OCT Happy Valley Branch is a branch office of Chengdu OCT.

5. INFORMATION OF OCT GROUP

OCT Group is the holding company of OCT Ltd. and holds approximately 57% interests in OCT Ltd. as at the Latest Practicable Date. OCT Ltd. owns 100% equity interest in OCT (HK), which in turn owns 100% equity interest in Pacific Climax, which is the controlling shareholder of the Company. Therefore, each of OCT Group and its associates is a connected person to the Company within the meaning of the Listing Rules. OCT Group is principally engaged in investment holding.

6. INFORMATION OF OCT CULTURE

OCT Culture is a non-wholly owned subsidiary of OCT Ltd. Therefore, OCT Culture is a connected person to the Company within the meaning of the Listing Rules. OCT Culture is principally engaged in development and design of entertainment facilities, technology development and production processing of visual-audio and electrical equipment, etc.

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LETTER FROM THE BOARD

7. INFORMATION OF KONKA GROUP

Konka Group is an associate of OCT Group and principally engaged in the manufacture and sale of televisions, mobile telephones and other electronic appliances.

8. LISTING RULES IMPLICATIONS

References are made to the New Theme Show Framework Agreement and the New Design Contract as disclosed in the 2010 Announcement.

OCT Culture is a non-wholly owned subsidiary of OCT Ltd. OCT Ltd. owns 100% interest in OCT (HK), which in turn owns 100% equity interest in Pacific Climax. Therefore, OCT Culture is an associate of OCT Ltd. and hence a connected person to the Company pursuant to Chapter 14A of the Listing Rules. Accordingly, the transactions contemplated under the OCT Culture Framework Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As one or more of the applicable Percentage Ratios of the continuing connected transactions contemplated under the OCT Culture Framework Agreement, on a stand-alone basis or on an aggregated basis with the New Theme Show Framework Agreement, the New Design Contract and the Konka Framework Agreement pursuant to Rule 14A.27 of the Listing Rules, on an annual basis, is or are more than 5%, the OCT Culture Framework Agreement is subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

Konka Group is directly owned by OCT Group as to approximately 19% of its total issued share capital and has gained control of majority of the board of Konka Group. Therefore Konka Group is an associate of OCT Group and hence a connected person to the Company pursuant to Chapter 14A of the Listing Rules. Accordingly, the transactions contemplated under the Konka Framework Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. One or more of the applicable Percentage Ratios of the continuing connected transactions contemplated under the Konka Framework Agreement, on a stand-alone basis is or are more than 0.1% but less than 5%, however on an aggregated basis with the New Theme Show Framework Agreement, the New Design Contract and the OCT Culture Framework Agreement is or are more than 5%. Therefore, the Konka Framework Agreement is also subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

No Director of the Company is materially interested in the OCT Culture Framework Agreement or the Konka Framework Agreement and required to abstain from voting on the Board resolutions to approve the OCT Culture Framework Agreement and the Konka Framework Agreement and the annual limits set out thereunder respectively.

The Company has established an independent board committee, which consists of all the independent non-executive Directors, to advise the Independent Shareholders on the OCT Culture Framework Agreement and the Konka Framework Agreement. The Company has appointed China Everbright to advise the Independent Board Committee and the Independent Shareholders on the above matters.

• 10 -

LETTER FROM THE BOARD

9. EGM

A notice convening the EGM at which resolutions will be proposed to consider, and if thought fit, to approve the New Cartons Framework Agreement and the relevant annual caps, to be held at Suites 3203-4, Tower 6, The Gateway Harbour City, Canton Road, Tsimshatsui, Kowloon, Hong Kong on Tuesday, 20 December 2011 at 11:00 a.m. is set out on pages 28 to 30 of this circular. Whether or not you are able to attend the meeting in person, please complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s share registrars, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as practicable but in any event not less than 48 hours before the time appointed for the holding of the meeting. Completion and return of the accompanying form of proxy will not preclude you from attending and voting at the meeting should you so wish.

Save and except Pacific Climax and its associates, who hold 292,142,000 Shares representing approximately 57.39% of the total issued share capital of the Company as at the Latest Practicable Date, are required to and will abstain from voting on the resolutions in respect of the OCT Culture Framework Agreement, the Konka Framework Agreement and the respective annual caps, no other Shareholders are required to abstain from voting on the said resolutions at the EGM.

10. RECOMMENDATIONS

The Board believes that the terms of the OCT Culture Framework Agreement and the Konka Framework Agreement are fair and reasonable and the OCT Culture Framework Agreement and the Konka Framework Agreement and the relevant annual caps are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Independent Shareholders to vote in favour of the resolutions in relation to the OCT Culture Framework Agreement and the Konka Framework Agreement and the relevant annual caps to be proposed at the EGM.

Your attention is drawn to the letters from the Independent Board Committee and China Everbright which set out their recommendations in respect of the OCT Culture Framework Agreement and the Konka Framework Agreement and the principal factors considered by them in arriving at their recommendations.

11. ADDITIONAL INFORMATION

Your attention is also drawn to the additional information contained in the appendix to this circular.

By order of the Board

Overseas Chinese Town (Asia) Holdings Limited Wang Xiaowen Chairman

• 11 -

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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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)

2 December 2011

To the Independent Shareholders,

Dear Sir or Madam,

CONTINUING CONNECTED TRANSACTIONS

(1) FRAMEWORK AGREEMENT IN RELATION TO PURCHASE OF ENTERTAINMENT FACILITIES AND RELATED SERVICE, AND

(2) FRAMEWORK AGREEMENT IN RELATION TO PURCHASE OF LED DISPLAY EQUIPMENT, TELEVISION SETS AND OTHER ELECTRONIC PRODUCTS AND RELATED SERVICE

We refer to this circular dated 2 December 2011 issued by the Company of which this letter forms part. Terms defined in this circular shall have the same meanings in this letter unless the context otherwise requires.

We have been appointed as members of the Independent Board Committee to consider the terms of the OCT Culture Framework Agreement and the Konka Framework Agreement and the relevant annual caps respectively and to advise you as to whether, in our opinion, the terms of the OCT Culture Framework Agreement and the Konka Framework Agreement and the respective annual caps are fair and reasonable so far as the Independent Shareholders are concerned. China Everbright has been appointed as the independent financial adviser to advise the Independent Board Committee in respect of the terms of the OCT Culture Framework Agreement and the Konka Framework Agreement and the relevant annual caps respectively.

We also wish to draw your attention to (i) the letter from the Board; (ii) the letter from China Everbright; and (iii) the additional information set out in the appendix to this circular.

• 12 -

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

Having considered the terms of the OCT Culture Framework Agreement and the Konka Framework Agreement and the relevant annual caps respectively, and having taken into account the opinion of China Everbright and, in particular, the factors, reasons and recommendations as set out in the letter from China Everbright on pages 14 to 22 of this circular, we consider that the terms of the OCT Culture Framework Agreement and the Konka Framework Agreement and the respective annual caps are fair and reasonable so far as the Company and the Independent Shareholders are concerned, and the OCT Culture Framework Agreement and the Konka Framework Agreement and the respective annual caps are in the interests of the Company and the Independent Shareholders. Accordingly, we recommend the Independent Shareholders to vote in favour of the relevant resolutions which will be proposed at the EGM to approve the OCT Culture Framework Agreement and the Konka Framework Agreement and the relevant annual caps respectively.

Yours faithfully, For and on behalf of

the Independent Board Committee

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

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LETTER FROM CHINA EVERBRIGHT

The following is the text of the “Letter from China Everbright” to the Independent Board Committee and the Independent Shareholders prepared for the purpose of inclusion in this circular.

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2 December 2011

To the Independent Board Committee and the Independent Shareholders

Dear Sirs,

CONTINUING CONNECTED TRANSACTIONS

(1) FRAMEWORK AGREEMENT IN RELATION TO PURCHASE OF ENTERTAINMENT FACILITIES AND RELATED SERVICE, AND

(2) FRAMEWORK AGREEMENT IN RELATION TO PURCHASE OF LED DISPLAY EQUIPMENT, TELEVISION SETS AND OTHER ELECTRONIC PRODUCTS AND RELATED SERVICE

INTRODUCTION

We refer to our engagement as the independent financial adviser to make recommendations to the Independent Board Committee and the Independent Shareholders in relation to the OCT Culture Framework Agreement and the Konka Framework Agreement (collectively, “ CCT Agreements ”), pursuant to which (i) Chengdu OCT Happy Valley Branch, a branch office of Chengdu OCT which is a non-wholly owned subsidiary of the Company, has agreed to purchase the advanced entertainment facilities including but not limited to amusement rides, indoor theatres and game equipment to be installed at the Theme Park and the related design, installation, technical information and support as well as management, maintenance, testing and other ancillary services from OCT Culture for a term with effect from the effective date of the OCT Culture Framework Agreement and ending on 31 December 2013; and (ii) Chengdu OCT has agreed to purchase the LED Equipment, Television and other Electronic Products and Service from Konka Group for a term with effect from 1 January 2012 and ending on 31 December 2013 (collectively, “ Continuing Connected Transactions ”), respectively details of which are set out in the letter from the Board (“ Letter from the Board ”) contained in the circular to the Shareholders dated 2 December 2011 (“ Circular ”), of which this letter forms part. Terms used in this letter shall have the same meanings as defined in the Circular unless the context otherwise requires.

Through its equity interests in OCT (HK) and Pacific Climax, OCT Ltd. is the indirect controlling shareholder of the Company. OCT Culture, being a non-wholly owned subsidiary of OCT Ltd., is a connected person to the Company pursuant to Chapter 14A of the Listing Rules. OCT Group is a controlling shareholder of OCT Ltd.. Konka Group is directly owned by OCT Group as to approximately 19% of its total issued share capital and OCT Group has gained control of majority of the board of Konka Group. Therefore Konka Group is an associate of OCT Group and hence a connected person to the Company pursuant to Chapter 14A of the Listing Rules.

• 14 -

LETTER FROM CHINA EVERBRIGHT

Accordingly, the transactions contemplated under the CCT Agreements constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules.

As one or more of the applicable Percentage Ratios of the continuing connected transactions contemplated under the OCT Culture Framework Agreement, on a standalone basis or on an aggregated basis with the New Theme Show Framework Agreement, the New Design Contract and the Konka Framework Agreement pursuant to Rule 14A.27 of the Listing Rules, on an annual basis, is or are more than 5%, the OCT Culture Framework Agreement is subject to the reporting, announcement and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

One or more of the applicable Percentage Ratios of the continuing connected transactions contemplated under the Konka Framework Agreement, on a stand-alone basis is or are more than 0.1% but less than 5%, however on an aggregated basis with the New Theme Show Framework Agreement, the New Design Contract and the OCT Culture Framework Agreement is or are more than 5%. Therefore, the Konka Framework Agreement is also subject to the reporting, announcement and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

The Independent Board Committee, comprising all of three independent non-executive Directors, has been formed to consider whether (i) the terms of the CCT Agreements are on normal commercial terms and in the ordinary and usual course of business of the Group; and (ii) transactions contemplated under the CCT Agreements, including their respective proposed annual caps, are fair and reasonable so far as the Independent Shareholders are concerned and in the interests of the Company and Shareholders as a whole, and to make recommendations to the Independent Shareholders in respect thereof. We, China Everbright Capital Limited, have been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in this regard.

Apart from normal professional fees for our services to the Company in connection with the engagement described above, no arrangement exists whereby we will receive any fees and benefits from the Group, OCT Group or any of their respective associates. We are independent from and not connected with the Group and OCT Group or any of their respective substantial shareholders, directors or chief executive, or any of their respective associates pursuant to Rule 13.84 of the Listing Rules, and are accordingly qualified to give independent advice to the Independent Board Committee and the Independent Shareholders regarding the Continuing Connected Transactions.

BASIS OF OUR OPINION

In formulating our advice and recommendation, we have relied on the information and facts supplied, and the opinions expressed, by the management (“ Management ”) of the Company and have assumed that such information, facts and opinions are true and accurate. We have also sought and received confirmation from the Management that no material facts have been omitted from the information supplied and opinions expressed to us. However, we have not conducted any independent investigation into the business, operations or financial condition of the Group and OCT Group. We have assumed that all statements and representations made or referred to in the Circular were accurate at the time when they were made and are true at the date of the Circular.

• 15 -

LETTER FROM CHINA EVERBRIGHT

We consider we have reviewed sufficient information to reach an informed view, to justify reliance on the accuracy of the information contained in the Circular and to provide a reasonable basis for our recommendation.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In formulating our views in relation to the entering into of the CCT Agreements, we have taken into consideration the principal factors and reasons as set out below. In reaching our conclusion, we have considered the results of the analysis in light of each other and ultimately reached our opinion based on the results of all analysis taken as a whole.

(I) OCT Culture Framework Agreement

(a) Background of and reasons for the OCT Culture Framework Agreement

The Group, through Chengdu OCT, owns parcels of land located at both sides of Shaxi line of Outer Sanhuan Road, Jinniu District, Chengdu City, Sichuan Province, the PRC which are to be developed into a composite project for travel and property purpose, comprising a theme park, residential and commercial properties, occupying a gross floor area of approximately 2,250,000 sq.m.. Chengdu Happy Valley (“ Theme Park ”), a theme park of Chengdu OCT, is a popular travel destination in the southwestern part of China.

As stated in the 2011 interim report (“ 2011 Interim Report ”) of the Company, in the second half of 2011, Chengdu OCT will continue to push ahead various business segments. The sports park, a new project of Chengdu Happy Valley, is expected to be completed by the end of 2011. Meanwhile, the design of Phase II of Chengdu Happy Valley comprising major hi-tech indoor entertainment projects will be launched in the second half of 2011, and the project is expected to put into operation in 2013.

As the Group does not have capability to manufacture entertainment facilities itself, it needs to source entertainment facilities to be installed at the Theme Park and the related design, technical information and support as well as management, design and other ancillary services from third parties, including OCT Culture from time to time.

Since incorporated in 2009, OCT Culture (previously known as 深圳市遠望落星山科技 有限公司 (Shenzhen Yuan Wang Luo Xing Shan Technology Co., Ltd.)) has been engaged in, among others, development and design of entertainment facilities, technology development and production processing of visual-audio and electrical equipment, etc. for many years and thus possesses the relevant expertise in such entertainment facilities and related service for the development of the Theme Park. It was acquired by OCT Ltd. in the third quarter of 2011, and then became a connected person to the Company under the Listing Rules.

As stated in the Letter from the Board, in light of the development of the Theme Park that will bring additional purchase capacity for the entertainment facilities and related service, the Directors consider that the entering into the OCT Culture Framework Agreement with an experienced entertainment facilities developer such as OCT Culture for the supply of the Entertainment Facilities and Service is in the interest of the Group.

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LETTER FROM CHINA EVERBRIGHT

Having taken into account of the above, and (i) the transactions contemplated under the OCT Culture Framework Agreement are in line with the existing business activities of the Group and OCT Culture; and (ii) the transactions contemplated under the OCT Culture Framework Agreement shall be conducted on an arm’s length basis and on terms that are fair and reasonable to the Company, we are of the view that the entering into the OCT Culture Framework Agreement is in the ordinary and usual course of business of the Group, and in the interest of the Group and the Independent Shareholders as a whole.

(b) Major terms of the OCT Culture Framework Agreement

On 15 November 2011, Chengdu OCT Happy Valley Branch and OCT Culture entered into the OCT Culture Framework Agreement for a term with effect from the effective date of the OCT Culture Framework Agreement and ending on 31 December 2013.

Pursuant to the OCT Culture Framework Agreement, Chengdu OCT Happy Valley Branch has agreed to purchase the Entertainment Facilities and Service from OCT Culture. As stated in the Letter from the Board, the unit prices for the Entertainment Facilities and Service is to be determined based on the prevailing market price of comparable entertainment equipment and service, which will be at similar prices and on similar terms that Chengdu OCT Happy Valley Branch can obtain from independent third parties of business size similar to OCT Culture. The price is to be paid in cash by Chengdu OCT Happy Valley Branch to OCT Culture within 60 days after completion of each transaction or otherwise rescheduled and agreed between the parties as necessary due to unusual circumstances.

Shareholders should note that there is no provision in the OCT Culture Framework Agreement requiring Chengdu OCT Happy Valley Branch to transact with OCT Culture exclusively. In other words, Chengdu OCT Happy Valley Branch is not obligated to transact with OCT Culture and would only do so if it is in its commercial interests, and it does not restricts Chengdu OCT Happy Valley Branch from transacting with any third parties. Therefore, we consider the OCT Culture Framework Agreement provide commercial flexibility to Chengdu OCT Happy Valley Branch to transact with other suppliers in the event that Chengdu OCT Happy Valley Branch might not be able to agree with any terms or pricing with OCT Culture.

For the purpose of evaluating the fairness and reasonableness of the transactions under the OCT Culture Framework Agreement, we carried out review on the terms of one fee quotation on entertainment facilities, installation and maintenance and other ancillary services offered by OCT Culture, which is the only fee quotation the Group has requested from OCT Culture since August 2011 and up to the Latest Practicable Date. We also obtained two fee quotations on similar products and services offered by independent suppliers for comparison. Based on our review and comparison with above fee quotations, we found that the principal terms, including pricing terms and payment terms, offered by OCT Culture were no less favourable than that offered by independent third parties.

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LETTER FROM CHINA EVERBRIGHT

Due to (i) the nature of products and service; and (ii) only a few number of suppliers for such sophisticated Entertainment Facilities and Service, the Group has not approached many potential suppliers, including OCT Culture, for fee quotations frequently, and therefore only a few fee quotations are available for us to review. In light of the above, we consider that the sample fee quotations we reviewed represent a fair and representative sample for our evaluation of the fairness and reasonableness of the terms under the OCT Culture Framework Agreement.

As confirmed by the Management, the Group has not established any business relationship with OCT Culture (previously known as 深圳市遠望落星山科技有限公司 (Shenzhen Yuan Wang Luo Xing Shan Technology Co., Ltd.)) during the past three years and up to the Latest Practicable Date. In light of the above, and OCT Culture only became a connected person to the Company when it was acquired by OCT Ltd. in August 2011, we consider that it is not necessary to carried out review on the terms of sample fee quotations on similar entertainment facilities, installation and maintenance and other ancillary services offered by independent third parties and OCT Culture prior to August 2011.

Taking into account of the above, we are of the view that appropriate and sufficient pricing mechanism has been in place to ensure that the transactions to be contemplated under the OCT Culture Framework Agreement will be conducted on normal commercial terms, and therefore, the terms of the OCT Culture Framework Agreement are fair and reasonable.

(c) Annual caps under the OCT Culture Framework Agreement

The transactions under the OCT Culture Framework Agreement are subject to requirements and conditions of the Listing Rules as particularly discussed under the below section headed “Requirements of the Listing Rules on the CCT Agreements”.

The proposed annual caps under the OCT Culture Framework Agreement for each of the three years ending 31 December 2011, 2012 and 2013 are RMB60 million, RMB60 million and RMB30 million respectively.

In assessing the reasonableness of the proposed annual caps, we have reviewed and discussed with the Management the bases and assumptions underlying the projections of the proposed annual caps. Based on our review and discussion, we understand from the Management that the annual caps were determined with reference to the expansion plan of the Theme Park, including its demand for different type of entertainment facilities during the three years ending 31 December 2013. As advised by the Management, based on prevailing market rates for design and construction of entertainment facilities and service in the PRC, which are expected to increase at 4% annually during the three years ending 31 December 2013, the Group plans to spend not more than RMB150 million to design and construct new attractions and facilities in the Theme Park. According to the statistics published by National Bureau of Statistics of China, the consumer price index (CPI) and producer price index (PPI) in October 2011 went up by 5.5 percent and 5.0 percent year-on-year. After comparing the growth of CPI and PPI in the PRC, we consider that the estimation on the price increase of entertainment facilities, installation and maintenance and other ancillary services during the three years ending 31 December 2013 is justifiable and reasonable. According to development timetable of the Theme Park, approximately RMB60 million, RMB60 million and RMB30 million will be used for design, construction, installation and testing of such new attractions and facilities during the three years ending 31 December 2013, respectively.

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LETTER FROM CHINA EVERBRIGHT

Having considered the above, we are of the view that the basis adopted by the Management in determining the annual caps under the OCT Culture Framework Agreement is fair and reasonable so far as the Independent Shareholders are concerned. However, Shareholders should note that the annual caps relate to future events and they do not represent a forecast of purchase by the Group from OCT Culture.

(II) Konka Framework Agreement

(a) Background of and reasons for the Konka Framework Agreement

As advised by the Management, Chengdu OCT, during its normal course of business, needs to procure (i) television sets and LED display to be installed or used at the various office and business premises, including but not limited to the Theme Park; and (ii) related installation and maintenance services from third parties from time to time.

Konka Group (Stock code: CH000016), which is one of the leading consumption electronic enterprises in the PRC engaged in the production and sales of color TV sets, LED/LCD display, mobile phones and other electrical home appliance products.

As stated in the Letter from the Board, Konka Group has been engaged in, among others, the manufacture and sale of television sets, mobile telephones and other electronic appliances for many years, and thus possesses the relevant expertise in the manufacture of LED equipment, television and other electronic products that is up to the quality expected by Chengdu OCT.

Having taken into account of the above, and (i) the transactions contemplated under the Konka Framework Agreement are in line with the existing business activities of the Group and Konka Group; and (ii) the transactions contemplated under the Konka Framework Agreement shall be conducted on an arm’s length basis and on terms that are fair and reasonable to the Company, we are of the view that the entering into the Konka Framework Agreement is in the ordinary and usual course of business of the Group, and in the interest of the Group and the Independent Shareholders as a whole.

(b) Major terms of the Konka Framework Agreement

On 15 November 2011, Chengdu OCT and Konka Group entered into the Konka Framework Agreement for a term with effect from 1 January 2012 and ending on 31 December 2013.

Pursuant to the Konka Framework Agreement, Chengdu OCT has agreed to purchase the Television and LED Equipment and Service from Konka Group. As stated in the Letter from the Board, the unit prices for the Television and LED Equipment and Service is to be determined based on the prevailing market prices of comparable products, equipment and service, which will be at similar prices and on similar terms that Chengdu OCT can obtain from independent third parties of business size similar to Konka Group. The prices are to be paid in cash by Chengdu OCT to Konka Group as to be agreed between the parties after delivery.

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LETTER FROM CHINA EVERBRIGHT

Shareholders should note that there is no provision in the Konka Framework Agreement requiring Chengdu OCT to transact with Konka Group exclusively. In other words, Chengdu OCT is not obligated to transact with Konka Group and would only do so if it is in its commercial interests, and it does not restricts Chengdu OCT from transacting with any third parties. Therefore, we consider the Konka Framework Agreement provide commercial flexibility to Chengdu OCT to transact with other suppliers in the event that Chengdu OCT might not be able to agree with any terms or pricing with Konka Group.

For the purpose of evaluating the fairness and reasonableness of the transactions under the Konka Framework Agreement, we carried out review on the terms of 3 sample fee quotations and/or sales invoices on LED equipment and service offered by Konka Group during the second and third quarter of 2011. We also obtained seven fee quotations on similar products and services offered (i) by independent suppliers to the Group; and (ii) by Konka Group to independent third parties for comparison. Based on our review and comparison with above fee quotations, we found that the principal terms, including pricing terms and payment terms, offered by Konka Group were no less favourable than that offered (i) by independent third suppliers to the Group; and (ii) by Konka Group to independent third parties.

Due to the nature of products and service, the Group has not approached many potential suppliers, including Konka Group, for fee quotations frequently, and therefore only a few fee quotations are available for us to review. In light of the above, we consider that the sample fee quotations we reviewed represent a fair and representative sample for our evaluation of the fairness and reasonableness of the terms under the Konka Framework Agreement.

As stated in the Company’s circular dated 17 February 2011, OCT Group gained control of majority of the board of Konka Group after the appointment of its fourth director in the board of Konka Group on 18 January 2011; hence Konka Group has become a connected person to the Company under the Listing Rules since 18 January 2011. In light of the above, we consider that it is not necessary to carried out review on the terms of sample fee quotations on similar LED equipment and service offered by independent third parties and Konka Group prior to January 2011.

Taking into account of the above, we are of the view that appropriate and sufficient pricing mechanism has been in place to ensure that the transactions to be contemplated under the Konka Framework Agreement will be conducted on normal commercial terms, and therefore, the terms of the Konka Framework Agreement are fair and reasonable.

(c) Annual caps under the Konka Framework Agreement

The transactions under the Konka Framework Agreement are subject to requirements and conditions of the Listing Rules as particularly discussed under the below section headed “Requirements of the Listing Rules on the CCT Agreements”.

The proposed annual caps under the Konka Framework Agreement for each of the two years ending 31 December 2012 and 2013 are RMB8 million and RMB11 million respectively.

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LETTER FROM CHINA EVERBRIGHT

In assessing the reasonableness of the proposed annual caps, we have reviewed and discussed with the Management the bases and assumptions underlying the projections of the proposed annual caps. Based on our review and discussion, we understand from the Management that the annual caps were determined with reference to the procurement budget for the LED Equipment, Television and other Electronic Products and Service which will be installed or used at the various office and business premises, including but not limited to the Theme Park during the two years ending 31 December 2013. As advised by the Management, based on estimated quantities of the LED Equipment, Television and other Electronic Products and Service to be purchased by Chengdu OCT and the estimated prevailing market prices, the Group plans to spend not more than RMB8 million and RMB11 million for the LED Equipment, Television and other Electronic Products and Service during the two years ending 31 December 2013, respectively.

Having considered the above, we are of the view that the basis adopted by the Management in determining the annual caps under the Konka Framework Agreement is fair and reasonable so far as the Independent Shareholders are concerned. However, Shareholders should note that the annual caps relate to future events and they do not represent a forecast of purchase by the Group from Konka Group.

(III) Requirements of the Listing Rules on the CCT Agreements

Pursuant to Rules 14A.37 to 14A.40 of the Listing Rules, the transactions contemplated under the CCT Agreements are subject to the following annual review requirements:

• (a) each year the independent non-executive Directors must review the transactions contemplated under the CCT Agreements and confirm in the annual report and accounts that the transactions contemplated under the CCT Agreements have been entered into:

• (i) in the ordinary and usual course of business of the Group;

• (ii) either on normal commercial terms or, if there are not sufficient comparable transactions to judge whether they are on normal commercial terms, on terms no less favourable to the Group than terms available to or from (as appropriate) independent third parties; and

• (iii) in accordance with the relevant agreements governing them on terms that are fair and reasonable and in the interests of the Shareholders as a whole;

• (b) each year the auditors of the Company must provide a letter to the Board (with a copy provided to the Stock Exchange at least 10 business days prior to the bulk printing of the Company’s annual report) confirming that the transactions contemplated under the CCT Agreements:

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LETTER FROM CHINA EVERBRIGHT

• (i) have received the approval of the Board;

• (ii) are in accordance with the pricing policies of the Group;

• (iii) have been entered into in accordance with the terms of the relevant agreements governing the transactions contemplated under the CCT Agreements; and

• (iv) have not exceeded the respective proposed annual caps;

• (c) the Company shall allow, and shall procure the relevant counter-parties to the transactions contemplated under the CCT Agreements shall allow, the Company’s auditors sufficient access to their records for the purpose of the reporting on the transactions contemplated under the CCT Agreements as set out in paragraph (b); and

• (d) the Company shall promptly notify the Stock Exchange and publish an announcement in accordance with the Listing Rules if it knows or has reason to believe that the independent non-executive Directors and/or auditors of the Company will not be able to confirm the matters set out in paragraphs (a) and/or (b) respectively.

In light of the reporting requirements attached to the transactions contemplated under the CCT Agreements, in particular, (i) the restriction of the value of the transactions contemplated under the CCT Agreements by way of the respectively proposed annual caps; and (ii) the ongoing review by the independent non-executive Directors and auditors of the Company on the terms of the transactions contemplated under the CCT Agreements and the respective proposed annual caps not being exceeded, we are of the view that appropriate measures will be in place to govern the conduct of the transactions contemplated under the CCT Agreements and safeguard the interests of the Independent Shareholders.

OUR RECOMMENDATIONS

Having considered the principal factors and reasons referred to above, we are of the opinion that the CCT Agreements, the transactions and the proposed annual caps contemplated thereunder are on normal commercial terms, in the ordinary and usual course of business of the Group and in the interest of the Group and the Shareholders as a whole, and the terms thereof as well as the proposed annual caps are fair and reasonable so far as the Group and the Independent Shareholders are concerned.

Accordingly, we recommend the Independent Board Committee to advise the Independent Shareholders to vote in favour of the relevant ordinary resolutions to approve the CCT Agreements, including the respective proposed annual caps, as detailed in the notice of EGM set out at the end of the Circular.

Yours faithfully, For and on behalf of

China Everbright Capital Limited Alvin Kam

Director

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GENERAL INFORMATION

APPENDIX

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

2. DISCLOSURE OF INTERESTS

(i) Directors’ and chief 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 SFO) held by the Directors and chief executives of the Company which have been notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which were taken or deemed to have under such provisions of the SFO) or have been entered in the register maintained by the Company pursuant to section 352 of the SFO, or otherwise have been notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies (the “Model Code”) are as follows:

Long Positions in Ordinary Shares of the Company

	Number of			Approximate% of
Name of	ordinary		Nature of	issued share capital
Directors	shares held	Capacity	interest	of the Company
Zhou Guangneng	1,200,000	Beneficial owner	Personal	0.24%

Long Positions in Underlying Shares of the Company

	Number of			Approximate% of
Name of	ordinary		Nature of	issued share capital
Directors	shares held	Capacity	interest	of the Company
Zhou Guangneng	800,000	Beneficial owner	Personal	0.16%
(Note 1)
He Haibin	400,000	Beneficial owner	Personal	0.08%
(Note 2)

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GENERAL INFORMATION

APPENDIX

Notes:

1. Zhou Guangneng is taken to be interested as a grantee of options to subscribe for 800,000 Shares under the share option scheme of the Company.

2. He Haibin is taken to be interested as a grantee of options to subscribe for 400,000 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.

(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 Shares

Name of			Approximate
Substantial		No. of	shareholding
Shareholders	Capacity/Nature	Shares held	percentage
Pacific Climax_(Note 1)_	Beneficial owner	292,142,000	57.39%
OCT (HK)(Note 2)	Interest of a controlled	292,142,000	57.39%
	corporation
OCT Ltd_(Note 3)_	Interest of a controlled	292,142,000	57.39%
	corporation
OCT Group_(Note 4)_	Interest of a controlled	292,142,000	57.39%
	corporation
Others
UBS AG_(Note 5)_	Beneficial owner	50,000	0.01%
	Interest of a controlled	35,342,000	6.94%
	corporation
	Security interest	200,000	0.04%

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GENERAL INFORMATION

APPENDIX

Notes:

• (1) Ms. Xie Mei and Mr. Zhou Guangneng, both being the executive 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. Ms. Wang Xiaowen and Ms. Xie Mei, both of them are Directors, are also directors of OCT (HK).

• (3) OCT Ltd is the beneficial owner of all the issued share capital in OCT (HK). Therefore, OCT Ltd is deemed, or taken to be, interested in the 292,142,000 Shares which are beneficially owned by Pacific Climax. OCT Ltd is a company incorporated in the PRC, the shares of which are listed on the Shenzhen Stock Exchange. OCT Ltd is a non-wholly owned subsidiary of OCT Group.

• (4) OCT Group is the beneficial owner of approximately 57% of the issued shares in OCT Ltd. and therefore OCT Group is deemed, or taken to be, interested in the 292,142,000 Shares which are beneficially owned by Pacific Climax for the purposes of the SFO.

• (5) The indirect interest of UBS AG of 35,342,000 Shares is derived from the interests in 27,916,000 Shares, 3,892,000 Shares and 3,534,000 Shares (total: 35,342,000 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 35,342,000 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 OF ThE DIRECTORS 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 had any interest in any assets which have been, since 31 December 2010 (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.

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GENERAL INFORMATION

APPENDIX

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. MATERIAL ADVERSE ChANGE

As at the latest Practicable Date, the Directors were not aware of any material adverse change in the financial or trading position of the Group since 31 December 2010 being the date to which the latest published audited consolidated financial statements of the Group were made up.

7. EXPERT’S QUALIFICATION, CONSENT AND INTEREST

• (a) The following is the qualification of the expert which has given its opinions which are contained in this circular:

Name

Qualification

China Everbright

• a licensed corporation under the SFO to carry out type 1 (dealing in securities), type 4 (advising on securities) and type 6 (advising on corporate finance) regulated activities

• (b) As at the Latest Practicable Date, China Everbright 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) China Everbright 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, China Everbright 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 2010, being the date to which the latest published audited consolidated financial statements of the Company were made up.

• (e) The letter given by China Everbright is given as of the date of this circular for incorporation herein.

8. 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.

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GENERAL INFORMATION

APPENDIX

• (b) The Company’s registered office is at Clifton House, 75 Fort Street, PO Box 1350 GT, George Town, Grand Cayman, Cayman Islands. The head office and principal place of business is at Suites 3203-3204, Tower 6, The Gateway, Harbour City, Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong.

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

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

9. 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:

• (a) the OCT Culture Framework Agreement;

• (b) the Konka Framework Agreement;

• (c) the New Theme Show Framework Agreement;

• (d) the New Design Contract;

• (e) the letter from China Everbright to the Independent Board Committee and the Independent Shareholders, the text of which is set out on pages 14 to 22 of this circular;

• (f) the letter from the Independent Board Committee, the text of which is set out on pages 12 to 13 of this circular; and

• (g) the written consent from the expert referred to in the paragraph headed “Expert’s Qualification, Consent and Interest” in this appendix.

• 27 -

NOTICE OF EGM

==> 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 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 Suites 3203-4, Tower 6, The Gateway Harbour City, Canton Road, Tsimshatsui, Kowloon, Hong Kong on Tuesday, 20 December 2011 at 11:00 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

the purchase and related service framework agreement entered into between Happy Valley Branch of Chengdu Tianfu OCT Industry Development Company Limited (成都天府華僑城實 業發展有限公司歡樂谷旅遊分公司) (“Chengdu OCT Happy Valley Branch”) and OCT Culture Tourism and Technology Co., Ltd. (深圳華僑城文化旅遊科技有限公司) (“OCT Culture”) dated 15 November 2011 (the “OCT Culture Framework Agreement”) in relation to the purchase of advanced entertainment facilities and the related design, installation, technical information and support as well as management, maintenance, testing and other ancillary services by Chengdu OCT Happy Valley Branch from OCT Culture for a term with effect from the effective date of the OCT Culture Framework Agreement and ending on 31 December 2013 and the respective annual caps of RMB60 million, RMB60 million and RMB30 million (a copy of which has been produced to the Meeting marked “A” and initialed by the Chairman of the Meeting for the purpose of identification) and transactions contemplated thereunder be and are hereby approved, confirmed and ratified, and 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 OCT Culture Framework Agreement and the transactions contemplated thereunder;” and

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NOTICE OF EGM

2. “THAT

the sale and purchase framework agreement entered into between Chengdu Tianfu OCT Industry Development Company Limited (成都天府華僑城實業發展有限公司) (“Chengdu OCT”) and Konka Group Co., Ltd. (康佳集團股份有限公司) (“Konka Group”) dated 15 November 2011 (the “Konka Framework Agreement”) in relation to the purchase of LED equipment, television, other electronic products and related service by Chengdu OCT from Konka Group for a term with effect from 1 January 2012 and ending on 31 December 2013 and the respective annual caps of RMB8 million and RMB11 million (a copy of which has been produced to the Meeting marked “B” and initialed by the Chairman of the Meeting for the purpose of identification) and transactions contemplated thereunder be and are hereby approved, confirmed and ratified, and 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 Konka Framework Agreement and the transactions contemplated thereunder.”

By Order of the Board FONG Fuk Wai Company Secretary

Hong Kong, 2 December 2011

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NOTICE OF EGM

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 authorised 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 Company’s share registrars, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, 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 seven Directors, namely: Ms. Wang Xiaowen, Ms. Xie Mei and Mr. Zhou Guangneng as executive Directors; Mr. He Haibin 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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