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

Feb 16, 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.

This circular appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities.

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 SALE OF CARTONS

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 page 10 of this circular. A letter from China Everbright Capital Limited containing its advice to the independent board committee and the independent shareholders of the Company is set out on pages 11 to 17 of this circular.

A notice convening the extraordinary general meeting of the Company to be held at Jade Room, 6/F, Marco Polo Hongkong Hotel, No.3 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong on Wednesday, 6 April 2011 at 11:00 a.m. is set out on pages 23 to 24 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 principal place of business at Suites 3203-3204, Tower 6, The Gateway, Harbour City, Canton Road, Tsimshatsui, Kowloon, 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.

17 February 2011

CONTENTS

		Page
Definitions		1
Letter from the Board 4
1	Introduction	4
2	New Cartons Framework Agreement	5
3	Reasons for and benefits of the New Cartons Framework Agreement 7
4	Information of the Group	7
5	Information of OCT Group 7
6	Information of Konka Group 7
7	Listing Rules Implications 7
8	EGM 8
9	Recommendations 9
10	Additional Information	9
Letter from the Independent Board Committee 10
Letter from China Everbright 11
Appendix	– General Information	18
Notice of	EGM 23

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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 transaction of the Company

• “2011 Announcement” the announcement of the Company dated 27 January 2011 in relation to the New Cartons Framework Agreement

• “associates” has the meaning ascribed to in the Listing Rules

• “Board” the board of Directors

• “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 New Cartons 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

• “EGM”

• the extraordinary general meeting of the Company to be held at Jade Room, 6/F, Marco Polo Hongkong Hotel, No.3 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong on Wednesday, 6 April 2011 at 11:00 a.m. for approving, inter alia, the New Cartons Framework Agreement and the relevant annual caps

• “Existing Cartons Sale and Purchase Agreement”

the cartons sale and purchase agreement dated 31 December 2010 entered into between the Company and OCT Group for the sales of cartons for a term of three years with effect from 1 January 2011 and ending on 31 December 2013

• “Group” the Company and its subsidiaries

• “Hong Kong”

the Hong Kong Special Administrative Region of the PRC

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Definitions

• “Independent Board Committee” the independent board committee of the Company comprising 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 Group” Konka Group Co., Ltd. (康佳集團股份有限公司), a company whose shares are listed on the Shenzhen Stock Exchange

• “Latest Practicable Date” 14 February 2011, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “New Cartons a sales and purchase framework agreement dated 27 January Framework Agreement” 2011 entered into between the Company and OCT Group for the sales of cartons for a term of three years with effect from 1 January 2011 and ending on 31 December 2013

• “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.

• “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)

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Definitions

“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$0.10 each in the issued share
	capital of the Company
“Shareholders”	holders of Shares
“Shenzhen Huali”	Shenzhen Huali Packing & Trading Co., Ltd. (深圳華力包裝貿
	易有限公司), a company established in the PRC and a wholly
	owned subsidiary of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“HK$”	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: Registered Office: Ms. Wang Xiaowen (Chairman) Clifton House Ms. Xie Mei (Chief Executive Officer) PO Box 1350 GT Mr. Zhou Guangneng 75 Fort Street Grand Cayman Non-executive Director: Cayman Islands

Mr. He Haibin

Head Office and Principal Place Independent Non-executive Directors: of Business: Ms. Wong Wai Ling Suites 3203-3204, Tower 6 Mr. Xu Jian The Gateway, Harbour City Mr. Lam Sing Kwong Simon Canton Road Tsim Sha Tsui Kowloon Hong Kong

17 February, 2011

To the Shareholders,

Dear Sir or Madam,

CONTINUING CONNECTED TRANSACTIONS SALE OF CARTONS

1. INTRODUCTION

Reference is made to the 2010 Announcement and the 2011 Announcement. As mentioned in the 2010 Announcement, the Group entered into, inter alia , the Existing Cartons Sale and Purchase Agreement on 31 December 2010. Pursuant to the Existing Cartons Sale and Purchase Agreement, the Group has agreed to sell cartons to OCT Group and its associates for a term of three years with effect from 1 January 2011 and ending on 31 December 2013. The maximum amount receivable by the Group from OCT Group and its associates under the Existing Cartons Sale and Purchase Agreement for each of three years ending 31 December 2011, 2012 and 2013 will not exceed the annual limits

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LETTER FROM THE BOARD

of RMB5,000,000, RMB8,000,000 and RMB8,000,000, respectively. The transactions contemplated under the Existing Cartons Sale and Purchase Agreement constitute continuing connected transactions of the Company and subject to the reporting and announcement requirements but exempt from the independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. At the time of signing of the Existing Cartons Sale and Purchase Agreement, Konka Group was directly owned by OCT Group as to approximately 19% of its then total issued share capital and was not an associate of OCT Group. As from 18 January 2011, OCT Group has gained control of majority of the board of Konka Group after the appointment of its fourth director in the board of Konka Group, hence Konka Group has become an associate of OCT Group and the transactions between Konka Group and the Group contemplated under the New Cartons Framework Agreement have become continuing connected transactions under the Listing Rules. Having considered the potential demand of cartons by Konka Group, the Board has resolved to increase the annual caps for the supply of cartons to OCT Group and its associates including but not limited to Konka Group.

The purpose of this circular is to give the Shareholders with details of the New Cartons 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 New Cartons Framework Agreement and the relevant annual caps.

2. NEW CARTONS FRAMEWORK AGREEMENT

Date:

27 January 2011

Parties:

• (a) The Company; and

• (b) OCT Group

Description of the transaction:

On 27 January 2011, the Group and OCT Group entered into the New Cartons Framework Agreement for a term of three years with effect from 1 January 2011 and ending on 31 December 2013.

Pursuant to the New Cartons Framework Agreement, the Group has conditionally agreed to sell cartons to OCT Group and its associates. The exact amount of cartons to be sold and the selling price will be determined by OCT Group and/or its associates and the Group on each sale transaction with reference to the market prices of the cartons. Based on the terms and conditions of the New Cartons Framework Agreement, the parties will enter into a separate purchase contract to set out, inter alia, the selling price, quantity and specifications of cartons

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LETTER FROM THE BOARD

for each sale transaction. The selling prices of the cartons will be no less favourable than that charged to independent third parties and on terms no less favourable than those the Group can obtain from independent third parties. The Group may at its discretion decide whether to sell cartons to OCT Group and/or its associates, depending on selling price and terms offered by OCT Group and/or its associates on each sale transaction.

Payment terms

The payment terms will be negotiated by the relevant parties when entering into specific purchase contracts. The Company has confirmed that the normal payment term is within 60 days after the execution of the relevant purchase contract.

Condition precedent

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

Other terms

It was further agreed between the Company and OCT Group that the Existing Cartons Sale and Purchase Agreement will be automatically terminated upon the New Cartons Framework Agreement has obtained the Independent Shareholders’ approval at the EGM in accordance with Chapter 14A of the Listing Rules.

Annual Caps

The annual caps under the New Cartons Framework Agreement for each of the three years ending 31 December 2013 will not exceed the annual caps of RMB120 million, RMB133 million and RMB143 million, respectively.

Basis for annual caps

The annual caps were determined by reference to (i) the historical amounts of the relevant transactions and (ii) the expected increase of such orders since the trading relationship with OCT Group and its subsidiaries will expand from Shenzhen Huali to cover the other subsidiaries of the Company. The Directors, after taking into account (a) sales of cartons is the ordinary business of the Group, (b) the selling prices will be no less favourable than that charged to Independent Third Parties and on terms no less favourable than those the Group can obtain from Independent Third Parties, (c) the expected rise of selling price of cartons sold by the Group, (d) the estimated purchase of cartons by OCT Group and its associates including but not limited to Konka Group, and (e) the transaction amounts for sale of cartons by the Group to Konka Group for each of three years ending 31 December 2010 being RMB84 million, RMB57 million and RMB93 million, respectively, resolved to allow the increment in the annual caps which were determined with reference to the subsequent discussions with the OCT Group after entering into the Existing Cartons Sale and Purchase Agreement.

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LETTER FROM THE BOARD

3. REASON FOR AND BENEFITS OF THE NEW CARTONS FRAMEWORK AGREEMENT

The sale of cartons is one of the principal business activities of the Group, and the Directors consider that the transactions will be conducted on normal commercial terms.

Given that Konka Group has become a connected person of the Company and transactions between the Group and Konka Group constitute continuing connected transactions, and in order to continue carrying out the said transactions between the Group and Konka Group in compliance with the Listing Rules requirements, the Company was required to enter into the New Cartons Framework Agreement. Through the New Cartons Framework Agreement, the Group could more effectively utilise its expertise and capacity in the production and sale of cartons to generate additional revenue to the Group.

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

4. INFORMATION OF THE GROUP

The Group’s principal business activities are design and manufacture of quality paper-based packaging containers and material, including corrugated paperboard and printed cartons for customers; and the development of tourism, properties and hotel complex in the PRC.

5. INFORMATION OF OCT GROUP

OCT Group is the holding company of OCT Ltd. and holds approximately 56.36% 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 KONKA GROUP

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

7. LISTING RULES IMPLICATIONS

The Directors, including the independent non-executive Directors having considered the opinion of the China Everbright, have confirmed that the New Cartons Framework Agreement have been subject to arm’s length negotiation between the Group and the relevant parties, and have been entered into by the Group in the ordinary course and usual course of business and either (i) on normal commercial terms or better, or (ii) on terms no less favourable to the Group than those available to or from (as appropriate) Independent Third Parties.

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LETTER FROM THE BOARD

OCT Group is the holding company of OCT Ltd. and holds approximately 56.36% 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, and the transaction contemplated under the New Cartons Framework Agreement constitute continuing connected transaction of the Company. Given that each of the applicable Percentage Ratios of the transactions contemplated under the New Cartons Framework Agreement, on a stand-alone and annual basis, is more than 5% and the annual consideration is over HK$l0,000,000, the New Cartons Framework Agreement and the annual limits set out thereunder are subject to the reporting, announcement and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. Save and except Pacific Climax and its associates, who hold 288,420,000 shares of the Company as at the Latest Practicable Date, are required to and will abstain from voting on the resolutions in respect of the New Cartons Framework Agreement and the related annual caps, no other Shareholders are required to abstain from voting on the said resolutions at the EGM.

None of the Directors is materially interested in the New Cartons Framework Agreement and required to abstain from voting on the Board resolutions to approve the New Cartons Framework Agreement and the annual limits set out thereunder.

The Company has established the Independent Board Committee, which consists of the independent non-executive Directors, to advise the Independent Shareholders on the New Cartons Framework Agreement. The Company has appointed China Everbright to advise the Independent Board Committee and the Independent Shareholders on the above matter.

8. 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 Jade Room, 6/F, Marco Polo Hongkong Hotel, No.3 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong on Wednesday, 6 April 2011 at 11:00 a.m. is set out on pages 23 to 24 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 17F, 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.

Pacific Climax and its associates (the controlling Shareholder interested in 288,420,000 Shares, representing approximately 57.00% of the issued share capital of the Company as at the Latest Practicable Date) will be required to abstain from voting at the EGM in respect of the New Cartons Framework Agreement and the relevant annual caps.

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LETTER FROM THE BOARD

9. RECOMMENDATIONS

The Board believes that the terms of the New Cartons Framework Agreement are fair and reasonable and the New Cartons 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 New Cartons 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 New Cartons Framework Agreement and the principal factors considered by them in arriving at their recommendations.

10. 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

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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)

17 February 2011

To the Independent Shareholders,

Dear Sir or Madam,

CONTINUING CONNECTED TRANSACTIONS SALE OF CARTONS

We refer to this circular dated 17 February 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 New Cartons Framework Agreement and the relevant annual caps and to advise you as to whether, in our opinion, the terms of the New Cartons Framework Agreement and the relevant 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 New Cartons Framework Agreement and the relevant annual caps.

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.

Having considered the terms of the New Cartons Framework Agreement and the relevant annual caps, 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 11 to 17 of this circular, we consider that the terms of the New Cartons Framework Agreement and the relevant annual caps are fair and reasonable so far as the Company and the Independent Shareholders are concerned, and the New Cartons Framework Agreement and the relevant 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 New Cartons Framework Agreement and the relevant annual caps.

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.

17 February 2011

To the Independent Board Committee and

the Independent Shareholders of Overseas Chinese Town (Asia) Holdings Limited

Dear Sirs,

CONTINUING CONNECTED TRANSACTIONS IN RELATION TO SALE OF CARTONS

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 continuing connected transactions contemplated under the New Cartons Framework Agreement (the “ Continuing Connected Transactions ”).

The details of the Continuing Connected Transactions are set out in the Letter from the Board in the circular to the Shareholders dated 17 February 2011 (the “ 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.

OCT Group is the holding company of OCT Ltd. and holds approximately 56.36% interests in OCT Ltd., which is the ultimate controlling shareholder of the Company, as at the Latest Practicable Date. Therefore, each of OCT Group and its associates is a connected person to the Company under the Listing Rules, and the transactions contemplated under the New Cartons Framework Agreement constitute continuing connected transactions of the Company. As the Percentage Ratios in respect of the annual caps (“ Annual Caps ”) under the New Cartons Framework Agreement are more than 5% and the maximum annual values of the Continuing Connected Transactions are more than HK$10 million, the New Cartons Framework Agreement and the transactions contemplated thereunder are subject to the reporting, announcement, independent shareholders’ approval and annual review requirements under Chapter 14A of the Listing Rules.

The Independent Board Committee, comprising all of the three independent non-executive Directors, namely Ms. Wong Wai Ling, Mr. Xu Jian and Mr. Lam Sing Kwong Simon, has been formed to consider whether (i) the terms of the Continuing Connected Transactions are on normal commercial terms and in the ordinary and usual course of business of the Group; and (ii) the Continuing Connected Transactions, including the 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

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LETTER FROM CHINA EVERBRIGHT

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 Directors and 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 Directors 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.

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 on the Continuing Connected Transactions, 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.

1. Background of and reasons for the Continuing Connected Transactions

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

Since 1991, during its normal and ordinary course of business, the Group has supplied cartons to 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, mobile phones and other electrical home appliance products, for packaging of products of Konka Group.

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LETTER FROM CHINA EVERBRIGHT

As stated in the Letter from the Board, the Group entered into, inter alia, the Existing Cartons Sale and Purchase Agreement on 31 December 2010. Pursuant to the Existing Cartons Sale and Purchase Agreement, the Group has agreed to sell cartons to OCT Group and its associates for a term of three years with effect from 1 January 2011 and ending on 31 December 2013. The maximum amount receivable by the Group from OCT Group and its associates under the Existing Cartons Sale and Purchase Agreement for each of three years ending 31 December 2011, 2012 and 2013 will not exceed the annual limits of RMB5,000,000, RMB8,000,000 and RMB8,000,000, respectively.

At the time of signing of the Existing Cartons Sale and Purchase Agreement, Konka Group was directly owned by OCT Group as to approximately 19% of its then total issued share capital and therefore, Konka Group was not an associate of OCT Group. On 18 January 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; hence Konka Group has become an associate of OCT Group and the business transactions between Konka Group and the Group have become continuing connected transactions under the Listing Rules since 18 January 2011.

In light of the above and the demand for cartons by Konka Group, the Group entered into the New Cartons Framework Agreement with OCT Group on 27 January 2011 for a three-year term commencing from 1 January 2011 whereby the Group agreed to supply cartons to OCT Group and its associates, including Konka Group, from time to time pursuant to the terms set out in the New Cartons Framework Agreement in order to comply with the requirements Listing Rules for the continual business relationship between the Group and Konka Group.

Having considered that (i) the transactions contemplated under the New Cartons Framework Agreement are in the ordinary and usual course of business of the Group; (ii) the Group has supplied cartons to Konka Group since 1991; and (iii) the Group, through the New Cartons Framework Agreement, is able to utilise its expertise and capacity in the production and sale of cartons to generate additional revenue, we are of the view that the Continuing Connected Transactions are in the interest of the Group and the Independent Shareholders as a whole.

2. Major terms of the New Cartons Framework Agreement

On 27 January 2011, the Group and OCT Group entered into the New Cartons Framework Agreement for a term of three years with effect from 1 January 2011 and ending on 31 December 2013. As stated in the Letter from the Board, the Existing Cartons Sale and Purchase Agreement will be automatically terminated upon the independent Shareholders’ approval on the New Cartons Framework Agreement is obtained.

Pursuant to the New Cartons Framework Agreement, the Group has conditionally agreed to sell cartons to OCT Group and its associates. The exact amount of cartons to be sold and the selling price will be determined by OCT Group and/or its associates and the Group on each sale transaction with reference to the market prices of the cartons. Based on the terms and conditions of the New Cartons Framework Agreement, the parties will enter into a separate purchase contract to set out, inter alia, the selling price, quantity and specifications of cartons for each sale transaction in accordance with the prevailing market conditions for cartons. As stated in the Letter from the Board, the selling prices of the cartons will be no less favourable than that charged to independent third parties and on terms no less favourable than those the Group can obtain from independent third parties.

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LETTER FROM CHINA EVERBRIGHT

The payment terms will be negotiated by the relevant parties when entering into specific implementation agreements. The Company has confirmed that the normal payment term is within 60 days after the execution of the relevant implementation agreement.

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

We have reviewed sample copies of sale contracts between the Group and (i) independent third parties; and (ii) OCT Group and its associates during the year ended 31 December 2010, and we noted that the selling prices and payment terms of the cartons to OCT Group and its associates were no less favourable than that charged to independent third parties and on terms no less favourable than those the Group can obtain from independent third parties.

Taking into account that (i) the New Cartons Framework Agreement does not impose any contractual obligation to the Group to supply cartons to OCT Group and its associates; and (ii) the selling prices of the cartons supplied by the Group will be no less favourable than that charged to independent third parties and on terms no less favourable than those the Group can obtain from independent third parties, we are of the view that the terms of the New Cartons Framework Agreement are fair and reasonable.

3. The Annual Caps

As set out in the Letter from the Board, The Annual Caps for each of the three years ending 31 December 2013 will not exceed the annual caps of RMB120 million, RMB133 million and RMB143 million, respectively.

In assessing the reasonableness of the Annual Caps, we have discussed with the Management regarding the principal assumptions and the basis adopted for the determination of the Annual Caps, and understand that the Company has taken into account the following factors:

(i) Historical transaction between the Group and Konka Group

Compared with the annual caps under the Existing Cartons Sale and Purchase Agreement (being RMB5 million, RMB8 million and RMB8 million during the three years ending 31 December 2013 respectively), the Annual Caps are proposed to increase to RMB120 million, RMB133 million and RMB143 million during the three years ending 31 December 2013, respectively.

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LETTER FROM CHINA EVERBRIGHT

As explained by the Management, the increase in the Annual Caps was mainly attributable to the transaction amounts between the Group and Konka Group, which have become continuing connected transactions under the Listing Rules since 18 January 2011.

After discussion with the Management, we were advised that the actual historical transaction amounts in relation to the supply of cartons by the Group to Konka Group amounted to approximately RMB57 million and RMB93 million during the two years ended 31 December 2010 respectively. Such increase was attributable to the business growth of Konka Group, and in turn, the increase in demand for cartons as packaging materials. According to the unaudited financial report of Konka Group for the third quarter of 2010, the total revenue of Konka Group increased by approximately 38.3% to RMB12.4 billion and such increase was mainly attributable to the growth of its LED TV business and mobile phones business in the PRC.

Based on the historical transaction amounts between the Group and Konka Group during the two years ended 31 December 2010, the Management estimates that the maximum transaction amount in relation to the supply of cartons by the Group to Konka Group will amount to RMB115 million, RMB125 million and RMB135 million during the three years ending 31 December 2013, respectively, which representing approximately 95.8%, 94.0% and 94.4% of the Annual Caps for the three years ending 31 December 2013, respectively.

(ii) Expected increase in the demand for cartons by Konka Group during the next three years

As stated in the 2010 interim report of Konka Group, we understand that Konka Group intended to further develop and expand its LED TV business for domestic and overseas markets. Through the establishment of its new LED TV production plant in 昆山 (Kunshan) in 2010, the production capacity of Konka Group is expected to increase gradually during the three years ending 31 December 2013. As a result, it will create additional demand for cartons and may increase purchase of cartons from the Group by Konka Group.

(iii) The growth of the packaging industry in the PRC

Corrugated carton is one of the major kinds of packaging material due to its features, including mainly flexible usage, environmental friendly and vibration-resistant. Corrugated carton is made of corrugated paperboard which is built with corrugated or wavy fluting medium lying between two pieces of smooth paper boards on the outside.

Paper packaging is not only the largest segments in the PRC’s packaging industry, but also the fastest growing sector in the PRC’s packaging industry.

According to the National Development and Reform Commission (“NDRC”) newsletter dated 7 November 2007, in the outline of the Eleventh Five-Year Plan, the expected annual production value of the packaging industry will attain RMB450 billion, representing an annual growth rate of approximately 7%. During the period from 2011 to 2015, the expected annual production value will further increase to RMB600 billion, representing an annual growth rate of approximately 16%.

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LETTER FROM CHINA EVERBRIGHT

According to the National Bureau of Statistics of the PRC, from 2000 to 2008, the PRC nominal GDP grew from RMB9.9 trillion to RMB30.1 trillion and nominal GDP per capita grew from RMB7,858 to RMB22,698, representing a compound annual growth rate of approximately 14.9% and 14.2% respectively. The continuous growth in the PRC’s economy, together with the gradual recovery of the global economy from the financial crisis, will continue to drive the domestic consumption of goods and exports in the PRC, which in turn, accelerate the growth in corrugated carton industry in the PRC.

Having considered the above, we are of the view that the basis adopted by the Management in determining the Annual Caps 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 turnover to be generated from the Continuing Connected Transactions.

4. Requirements of the Listing Rules on the Continuing Connected Transactions

Pursuant to Rules 14A.37 to 14A.40 of the Listing Rules, the Continuing Connected Transactions are subject to the following annual review requirements:

• (a) each year the independent non-executive Directors must review the Continuing Connected Transactions and confirm in the annual report and accounts that the Continuing Connected Transactions 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 Continuing Connected Transactions:

• (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 Continuing Connected Transactions; and

• (iv) have not exceeded the Annual Caps;

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LETTER FROM CHINA EVERBRIGHT

• (c) the Company shall allow, and shall procure the relevant counter-parties to the Continuing Connected Transactions shall allow, the Company’s auditors sufficient access to their records for the purpose of the reporting on the Continuing Connected Transactions 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 Continuing Connected Transactions, in particular, (i) the restriction of the value of the Continuing Connected Transactions by way of the Annual Caps; and (ii) the ongoing review by the independent non-executive Directors and auditors of the Company on the terms of the Continuing Connected Transactions and the Annual Caps not being exceeded, we are of the view that appropriate measures will be in place to govern the conduct of the Continuing Connected Transactions and safeguard the interests of the Independent Shareholders.

RECOMMENDATION

Having taken into account the above principal factors and reasons, we consider that the terms of the New Cartons Framework Agreement, including the Annual Caps and the transactions contemplated thereunder, are on normal commercial terms and in the ordinary and usual course of business of the Group, and are fair and reasonable so far as the Independent Shareholders are concerned and in the interests of the Company and the Shareholders as a whole.

Accordingly, we advise the Independent Board Committee to recommend, and we ourselves recommend, the Independent Shareholders to vote in favour of the ordinary resolutions to be proposed at the EGM to approve the New Cartons Framework Agreement, including the Annual Caps, and the transactions contemplated thereunder for the three years ending 31 December 2013, as detailed in the notice of EGM set out at the end of 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

				Approximate%
	Number			of issued share
Name of	of ordinary		Nature of	capital of the
Directors	shares held	Capacity	interest	Company
Zhou Guangneng	510,000	Beneficial	Personal	0.10%
		owner

Long Positions in Underlying Shares of the Company

				Approximate%
	Number			of issued share
Name of	of ordinary		Nature of	capital of the
Directors	shares held	Capacity	interest	Company
Zhou Guangneng	1,190,000	Beneficial	Personal	0.20%
(Note)		owner

Note:

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.

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GENERAL INFORMATION

APPENDIX

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 2009, 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.

(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	Beneficial owner	288,420,000	57.00%
(Note 1)
OCT (HK)	Interest of a	288,420,000	57.00%
(Note 2)	controlled corporation
OCT Ltd	Interest of a	288,420,000	57.00%
(Note 3)	controlled corporation
OCT Group	Interest of a	288,420,000	57.00%
(Note 4)	controlled corporation
Others
UBS AG	Beneficial owner	50,000	0.01%
(Note 5)
	Interest of a	35,342,000	6.99%
	controlled corporation
	Security interest	200,000	0.04%

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GENERAL INFORMATION

APPENDIX

Notes:

• (1) Mr. Zhou Guangneng, a Director, is also a director 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 288,420,000 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. As advised by OCT Group, OCT Ltd is a non-wholly owned subsidiary of OCT Group.

• (4) OCT Group is the beneficial owner of 56.36% of the issued shares in OCT Ltd and therefore OCT Group is deemed, or taken to be, interested in the 288,420,000 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 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 “Experts and Consents” in this appendix had any interest in any assets which have been, since 31 December 2009 (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 2009 being the date to which the latest published audited consolidated financial statements of the Group were made up.

7. EXPERTS AND CONSENTS

• (a) The following is the qualification of the experts which have given their advice 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 2009, 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 New Cartons Framework Agreement;

• (b) the Existing Cartons Sale and Purchase Agreement;

• (c) the letter from China Everbright to the Independent Board Committee and the Independent Shareholders, the text of which is set out on pages 11 to 17 of this circular;

• (d) the letter from the Independent Board Committee, the text of which is set out on page 10 of this circular; and

• (e) the written consent referred to in the paragraph headed “Experts and Consents” in this appendix.

• 22 -

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 Jade Room, 6/F, Marco Polo Hongkong Hotel, No.3 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong on Wednesday, 6 April 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 new cartons framework agreement entered into between the Company and Overseas Chinese Town Enterprises Company (華僑城集團公司) (“OCT Group”) dated 27 January 2011 (the “New Cartons Framework Agreement”) in relation to the sale of cartons to OCT Group and its associates for a term of three years with effect from 1 January 2011 and ending on 31 December 2013 and the respective annual caps of RMB120 million, RMB133 million and RMB143 million (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 transactions contemplated thereunder be and are hereby approved, confirmed and ratified;” and

2. “ THAT

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 New Cartons Framework Agreement and the transactions contemplated thereunder.”

By Order of the Board FONG Fuk Wai Company Secretary

Hong Kong, 17 February 2011

• 23 -

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 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 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.

8. 24 -