RemeGen Co., Ltd. — Proxy Solicitation & Information Statement 2013

Jun 25, 2013

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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)

FORM OF PROXY FOR USE AT THE EXTRAORDINARY GENERAL MEETING (OR ANY ADJOURNMENT THEREOF)

I/We[(1)] ,

of being the registered holder(s) of

ordinary share(s) (the “Share(s)”)[(2)] of HK$0.10 each in the capital of Overseas Chinese Town (Asia) Holdings Limited (the “Company”) HEREBY APPOINT THE CHAIRMAN OF THE MEETING[(3)] or of as my/our proxy to attend and act and vote for me/us and on my/our behalf at the extraordinary general meeting of the Company to be held at Ching Room, 4/F, Sheraton Hong Kong Hotel, 20 Nathan Road, Kowloon, Hong Kong on Friday, 19 July 2013 at 11:00 a.m. (and at any adjournment thereof) (the “Meeting”) for considering and, if thought fit, passing the resolutions as set out in the notice convening the Meeting (or any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as hereunder indicated, or, if no such indication is given, as my/our proxy thinks fit. My/our proxy will also be entitled to vote on any matter properly put to the Meeting in such manner as he/she thinks fit.

			ORDINARY RESOLUTIONS(4)	FOR(5)	AGAINST(5)
	1.		To approve, confirm and ratify the subscription agreement entered into between 新華人壽保險
			股份有限公司(NC Life Insurance Company Limited*) (“NC Life Insurance”) and the
			Company dated 6 June 2013 (the “NC Life Subscription Agreement”) in relation to the
			subscription of 40,000,000 non-voting convertible preference shares of HK$0.10 each in the
			share capital of the Company (“Convertible Preference Share(s)”) at a subscription price of
			HK$4.05 and the transactions contemplated thereunder
	2.		To approve, confirm and ratify the subscription agreement entered into between 中再資產管理
			股份有限公司(China Re Asset Management Company Limited*) (“CRAMC”) and the
			Company dated 6 June 2013 (the “CRAMC Subscription Agreement”) in relation to the
			subscription of 40,000,000 Convertible Preference Shares at a subscription price of
			HK$4.05 and the transactions contemplated thereunder
	3.		To approve, confirm and ratify the subscription agreement entered into between Integrated
			Asset Management (Asia) Limited (“Integrated Asset”) and the Company dated 6 June 2013
			(the “Integrated Asset Subscription Agreement”) in relation to the subscription of
			16,000,000 Convertible Preference Shares at a subscription price of HK$4.05 and the
			transactions contemplated thereunder
	4.		To approve, confirm and ratify the subscription agreement entered into between 香港華僑城有
			限公司(Overseas Chinese Town (HK) Company Limited) (“OCT (HK)”) and the Company
			dated 6 June 2013 (the “OCT (HK) Subscription Agreement”) in relation to the subscription
			of 140,000,000 new ordinary shares of HK$0.10 each in the share capital of the Company
			(“Subscription Shares”) at a subscription price of HK$4.05 and the transactions
			contemplated thereunder
	5.		To grant a specific mandate to the directors of the Company to allot and issue 40,000,000
			Convertible Preference Shares and the new ordinary shares of the Company which may fall
			to be issued upon the exercise of the conversion rights attached to the 40,000,000
			Convertible Preference Shares to NC Life Insurance
	6.		To grant a specific mandate to the directors of the Company to allot and issue 40,000,000
			Convertible Preference Shares and the new ordinary shares of the Company which may fall
			to be issued upon the exercise of the conversion rights attached to the 40,000,000
			Convertible Preference Shares to CRAMC
	7.		To grant a specific mandate to the directors of the Company to allot and issue 16,000,000
			Convertible Preference Shares and the new ordinary shares of the Company which may fall
			to be issued upon the exercise of the conversion rights attached to the 16,000,000
			Convertible Preference Shares to Integrated Asset
	8.		To grant a specific mandate to the directors of the Company to allot and issue 140,000,000
			Subscription Shares to OCT (HK)
	9.		To approve the increase in the authorised share capital of the Company from
			HK$200,000,000 to HK$209,600,000 by the creation of 96,000,000 Convertible Preference
			Shares of HK$0.10 each
			SPECIAL RESOLUTION(4)
	10.		To approve the proposed amendments to the memorandum and articles of association of the
			Company

• for identification purpose only

Signature[(6)] :

Dated this

day of

2013

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS. The names of all joint registered holders should be stated.

2. Please insert the number of Shares registered in your name(s) to which this proxy form relates. If no number is inserted, this proxy form will be deemed to relate to all shares registered in your name(s).

3. If any proxy other than the Chairman of the meeting is preferred, strike out “ THE CHAIRMAN OF THE MEETING ” and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS PROXY.

4. The description of these resolutions is by way of summary only. The full text appears in the notice of the Meeting of the Company.

5. IMPORTANT : if you wish to vote for a resolution, tick in the box marked “For”. If you wish to vote against a resolution, tick in the box marked “Against”. If no direction is given, your proxy may vote or abstain as he/she thinks fit. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

6. This proxy form must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of an officer, attorney or other person duly authorised to sign the same.

7. 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 attend and vote on his behalf at the Meeting provided that if more than one proxy is so appointed, the appointment shall specify the number of shares in respect of which each such proxy is so appointed. A proxy need not be a member of the Company. On a poll, votes may be given either personally or by proxy.

8. To be valid, the instrument appointing a proxy and (if required by the board of directors) 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 Hong Kong branch share registrar, 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.

9. 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.

10. 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 was 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.

11. 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.