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 with the accompanying 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 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)

PROPOSED GRANT OF SPECIFIC MANDATE TO ISSUE CONVERTIBLE PREFERENCE SHARES, CONNECTED TRANSACTION FOR A PROPOSED GRANT OF SPECIFIC MANDATE TO ISSUE ORDINARY SHARES AND PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

Financial adviser to the Company

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

China Everbright Capital Limited

A letter from the board of directors of the Company is set out on pages 8 to 24. A letter from the independent board committee of the Company is set out on pages 25 to 26 of this circular. A letter from China Everbright Capital Limited, the independent financial adviser, containing its advice to the independent board committee and the independent shareholders of the Company is set out on pages 27 to 44 of this circular.

A notice convening 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. is set out on pages 52 to 94 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 Hong Kong branch share registrar, 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.

26 June 2013

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . .	25
Letter from China Everbright. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	27
Appendix – General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	45
Notice of the EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	52

– i –

DEFINITIONS

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

“associate(s)”

has the meaning ascribed thereto in the Listing Rules;

“Board”

the board of Directors of the Company;

“Business Day”

a day (excluding a Saturday, Sunday or public holiday) on which licensed banks in Hong Kong are generally open for business throughout their normal business hours;

“Call Option”

the right to be granted by NC Life Insurance, CRAMC or Integrated Asset (as the case may be) to OCT (HK) pursuant to the NC Life Insurance Option Deed, the CRAMC Option Deed, or the Integrated Asset Option Deed (as the case may be) to purchase from NC Life Insurance, CRAMC or Integrated Asset (as the case may be) (and any subsequent transferee of the Convertible Preference Shares) all (but not some only) of the outstanding Convertible Preference Shares (issued and allotted to NC Life Insurance, CRAMC or Integrated Asset (as the case may be) pursuant to the NC Life Insurance Subscription Agreement, the CRAMC Subscription Agreement or the Integrated Asset Subscription Agreement (as the case may be)) legally and beneficially owned by NC Life Insurance, CRAMC or Integrated Asset (as the case may be) (and any subsequent transferee of the Convertible Preference Shares) from time to time during the Option Period at the Exercise Price pursuant to the NC Life Insurance Option Deed, the CRAMC Option Deed, or the Integrated Asset Option Deed (as the case may be);

“China” or “PRC”

the People’s Republic of China, which for the purpose of this circular excludes Hong Kong, Macao Special Administrative Region of the People’s Republic of China and Taiwan;

“Company”

Overseas Chinese Town (Asia) Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability, the Ordinary Shares of which are listed on the main board of the Stock Exchange;

– 1 –

DEFINITIONS

“Compulsory Conversion Date”
12:00 noon on the Business Day immediately following the date of the delivery of all items set out in the NC Life Insurance Subscription Agreement, the CRAMC Subscription Agreement or the Integrated Asset Subscription Agreement (as the case may be);
“connected person(s)” has the meaning ascribed to in the Listing Rules;
“controlling shareholder(s)” has the meaning ascribed to in the Listing Rules;
“Conversion Date”
12:00 noon on the Business Day immediately following the date of the surrender of the relevant certificate and delivery of the conversion notice therefor accompanied by the documents set out in the NC Life Insurance Subscription Agreement, the CRAMC Subscription Agreement or the Integrated Asset Subscription Agreement (as the case may be);
“Conversion Price”
the price at which each Convertible Preference Share was initially issued, being HK$4.05, subject to adjustments, for the avoidance of doubt, the Converting Shareholder(s) is/are not required to pay any additional money upon conversion of the Convertible Preference Share(s) to Ordinary Share(s);
“Conversion Right”
the right to convert any Convertible Preference Share at the Conversion Price;
“Conversion Share(s)”
Ordinary Share(s) to be issued upon an exercise of the Conversion Rights;
“Convertible Preference Shareholder(s)”
a person or persons who is or are registered in the register of Convertible Preference Shareholders required to be maintained by the Company as a holder or jointholders of Convertible Preference Shares;
“Convertible Preference Share(s)”
the new non-voting convertible preference share(s) of HK$0.10 each in the capital of the Company to be subscribed by NC Life Insurance, CRAMC or Integrated Asset (as the case may be) under the NC Life Insurance Subscription, the CRAMC Subscription or the Integrated Asset Subscription (as the case may be);
“Converting Shareholder”
a Convertible Preference Shareholder all or some of whose Convertible Preference Shares are being or have been converted;

– 2 –

DEFINITIONS

“CRAMC” China Re Asset Management Co., Ltd（中再資產管理股份有限公司）, a limited company incorporated in the PRC;
“CRAMC Completion” the completion of the CRAMC Subscription in accordance with the terms and conditions of the CRAMC Subscription Agreement;
“CRAMC Option Deed” the option deed entered into between OCT (HK) and CRAMC on 6 June 2013 in relation to grant of the Call Option and the Put Option;
“CRAMC Subscription”
the subscription of the 40,000,000 Convertible Preference Shares subject to and upon the terms and conditions of the CRAMC Subscription Agreement;
“CRAMC Subscription Agreement”
the conditional subscription agreement entered into between the Company and CRAMC on 6 June 2013 in relation to the issue of the 40,000,000 Convertible Preference Shares by the Company;
“Director(s)”

the director(s) of the Company;

“EGM”

an extraordinary general meeting of the Company to be held to consider and, if thought fit, approve, among other things, the NC Life Insurance Subscription Agreement, the CRAMC Subscription Agreement, the Integrated Asset Subscription Agreement and the OCT (HK) Subscription Agreement, and the transactions contemplated thereunder, and the proposed amendments to the memorandum and articles of association of the Company;

“Exercise Price”

HK$4.05 per Convertible Preference Share (subject to adjustments regarding (i) alteration(s) in the nominal value of a Convertible Preference Share; and (ii) Dividend elected to be not paid by the Board, as provided for in the NC Life Insurance Option Deed, the CRAMC Option Deed, or the Integrated Asset Option Deed (as the case may be));

“Group”

the Company and its subsidiaries;

“HK$”
Hong Kong dollars, the lawful currency of Hong Kong;
“Hong Kong”

Hong Kong Special Administrative Region of the People’s Republic of China;

– 3 –

DEFINITIONS

“Independent Board Committee”
“Independent Financial Adviser” or “China Everbright”
“Independent Shareholders”
“Independent Third Parties”
“Integrated Asset”
“Integrated Asset Completion”
“Integrated Asset Option Deed”
“Integrated Asset Subscription”
“Integrated Asset Subscription Agreement”
“Latest Practicable Date”
the independent board committee of the Company comprising all the independent non-executive Directors, namely, Mr. Lu Gong, Ms. Wong Wai Ling and Professor Lam Sing Kwong Simon, which was established to advise the Independent Shareholders in respect of the NC Life Insurance Subscription Agreement, the CRAMC Subscription Agreement, the Integrated Asset Subscription Agreement, the OCT (HK) Subscription Agreement and the transactions contemplated thereunder;
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;
Shareholders, other than OCT (HK) and its associates (as defined in the Listing Rules);
to the best of the Directors’ knowledge, information and belief after making reasonable enquires, third parties independent of the Company and its connected persons;
Integrated Asset Management (Asia) Limited, a company incorporated in the British Virgin Islands;
the completion of the Integrated Asset Subscription in accordance with the terms and conditions of the Integrated Asset Subscription Agreement;
the option deed entered into between OCT (HK) and Integrated Asset on 6 June 2013 in relation to grant of the Call Option and the Put Option;
the subscription of the 16,000,000 Convertible Preference Shares subject to and upon the terms and conditions of the Integrated Asset Subscription Agreement;
the conditional subscription agreement entered into between the Company and Integrated Asset on 6 June 2013 in relation to the issue of the 16,000,000 Convertible Preference Shares by the Company;
21 June 2013, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular;

– 4 –

DEFINITIONS

“Listing Rules”
“NC Life Insurance”
“NC Life Insurance Completion”
“NC Life Insurance Option Deed”
“NC Life Insurance Subscription”
“NC Life Insurance Subscription Agreement”
“OCT (HK)”
“OCT (HK) Completion”
“OCT (HK) Subscription”
“OCT (HK) Subscription Agreement”
“Option Deeds”

the Rules Governing the Listing of Securities on the Stock Exchange;

New China Life Insurance Company Ltd.（新華人壽保險股份有限公司）, a company incorporated with limited liability in the PRC;

the completion of the NC Life Insurance Subscription in accordance with the terms and conditions of the NC Life Insurance Subscription Agreement;
the option deed entered into between OCT (HK) and NC Life Insurance on 6 June 2013 in relation to grant of the Call Option and the Put Option;
the subscription of the 40,000,000 Convertible Preference Shares subject to and upon the terms and conditions of the NC Life Insurance Subscription Agreement;
the conditional subscription agreement entered into between the Company and NC Life Insurance on 6 June 2013 in relation to the issue of the 40,000,000 Convertible Preference Shares by the Company;
Overseas Chinese Town (HK) Company Limited（香港華僑城有限公司）, a company incorporated in Hong Kong;
the completion of the OCT (HK) Subscription in accordance with the terms and conditions of the OCT (HK) Subscription Agreement;
the subscription of the Subscription Shares subject to and upon the terms and conditions of the OCT (HK) Subscription Agreement;
the conditional subscription agreement entered into between the Company and OCT (HK) on 6 June 2013 in relation to the issue of the Subscription Shares by the Company;
the CRAMC Option Deed, the NC Life Insurance Option Deed and the Integrated Asset Option Deed;

– 5 –

DEFINITIONS

“Option Period”
“Ordinary Shares” or “Shares”
“Ordinary Shares Subscription Price”
“Pacific Climax”
“Preference Share Subscription Price”
“Put Option”

the 180 days commencing from the third anniversary of the date on which the Convertible Preference Shares would be allotted and issued by the Company to NC Life Insurance, CRAMC or Integrated Asset (as the case may be) pursuant to the NC Life Insurance Subscription, the CRAMC Subscription or the Integrated Asset Subscription (as the case may be); ordinary shares of HK$0.10 each in the capital of the Company;

the issue price of HK$4.05 per Subscription Share, payable by OCT (HK) pursuant to the OCT (HK) Subscription Agreement;
Pacific Climax Limited, a company incorporated in the British Virgin Islands with limited liability, is the controlling shareholder of the Company and is wholly-owned by OCT (HK);
the issue price of HK$4.05 per Convertible Preference Share, payable by NC Life Insurance, CRAMC or Integrated Asset (as the case may be) under the NC Life Insurance Subscription, the CRAMC Subscription or the Integrated Asset Subscription (as the case may be);

the right to be granted by OCT (HK) to NC Life Insurance, CRAMC or Integrated Asset (as the case may be) to require OCT (HK) to purchase from NC Life Insurance, CRAMC or Integrated Asset (as the case may be) (and any subsequent transferee of the Convertible Preference Shares) all (but not some only) of the outstanding Convertible Preference Shares (issued and allotted to NC Life Insurance, CRAMC or Integrated Asset (as the case may be) pursuant to the NC Life Insurance Subscription Agreement, the CRAMC Subscription Agreement or the Integrated Asset Subscription Agreement (as the case may be)) legally and beneficially owned by NC Life Insurance, CRAMC or Integrated Asset (as the case may be) (and any subsequent transferee of the Convertible Preference Shares) from time to time during the Option Period at the Exercise Price pursuant to the NC Life Insurance Option Deed, the CRAMC Option Deed or the Integrated Asset Option Deed (as the case may be);

– 6 –

DEFINITIONS

“Reference Amount”

HK$4.05, being the price at which each Convertible Preference Share would be initially issued, provided that if at any time there shall be an alteration in the nominal value of a Convertible Preference Share, the Reference Amount immediately before the alteration shall be adjusted by multiplying it by a fraction of which the numerator shall be the nominal value of one Convertible Preference Share immediately after such alteration and of which the denominator shall be the nominal value of one Convertible Preference Share immediately before such alteration;
“SFO”
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (as may be amended from time to time);
“Shareholder(s)” holders of Ordinary Share(s);
“Subscription Agreements” the NC Life Insurance Subscription Agreement, the CRAMC Subscription Agreement and Integrated Asset Subscription Agreement;
“Subscription Shares” 140,000,000 new Ordinary Shares to be subscribed by OCT (HK) pursuant to the OCT (HK) Subscription Agreement, each a “Subscription Share”;
“Stock Exchange” The Stock Exchange of Hong Kong Limited;
“Takeovers Code” the Code on Takeovers and Mergers issued by the Securities and Futures Commission of Hong Kong (as may be amended from time to time);
“%” per cent.

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

– 7 –

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. Yang Jie

Non-executive Director: Mr. Zhang Haidong

Independent Non-executive Directors:

Mr. Lu Gong Ms. Wong Wai Ling Professor Lam Sing Kwong Simon

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

Head Office and Principal Place of Business:

Suites 3203-3204, Tower 6 The Gateway, Harbour City Canton Road Tsim Sha Tsui Kowloon Hong Kong 26 June 2013

To the Shareholders,

Dear Sir or Madam,

PROPOSED GRANT OF SPECIFIC MANDATE TO ISSUE CONVERTIBLE PREFERENCE SHARES, CONNECTED TRANSACTION FOR A PROPOSED GRANT OF SPECIFIC MANDATE TO ISSUE ORDINARY SHARES AND

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

INTRODUCTION

Reference is made to the announcement of the Company dated 7 June 2013.

On 6 June 2013 (after trading hours), the Company entered into (i) the NC Life Insurance Subscription Agreement with NC Life Insurance in relation to the subscription of the 40,000,000 Convertible Preference Shares by NC Life Insurance; (ii) the CRAMC Subscription Agreement with CRAMC in relation to the subscription of the 40,000,000

– 8 –

LETTER FROM THE BOARD

Convertible Preference Shares by CRAMC; (iii) the Integrated Asset Subscription Agreement with Integrated Asset in relation to the subscription of the 16,000,000 Convertible Preference Shares by Integrated Asset; and (iv) the OCT (HK) Subscription Agreement with OCT (HK) in relation to the subscription of the 140,000,000 Subscription Shares by OCT (HK).

Also, the Board has also been informed that, on 6 June 2013, OCT (HK) entered into the NC Life Insurance Option Deed, the CRAMC Option Deed and the Integrated Asset Option Deed with each of NC Life Insurance, CRAMC and Integrated Asset, pursuant to which, OCT (HK) will grant to each of NC Life Insurance, CRAMC and Integrated Asset the Put Option and each of NC Life Insurance, CRAMC and Integrated Asset will grant the Call Option to OCT (HK) exercisable during the Option Period at the Exercise Price on condition that each of NC Life Insurance, CRAMC or Integrated Asset (as the case may be) has subscribed for the relevant Convertible Preference Shares pursuant to the NC Life Insurance Subscription Agreement, the CRAMC Subscription Agreement or the Integrated Asset Subscription Agreement (as the case may be).

The purpose of this circular is to provide Shareholders with (i) details of the NC Life Insurance Subscription Agreement, the CRAMC Subscription Agreement, the Integrated Asset Subscription Agreement and the OCT (HK) Subscription Agreement; (ii) the proposed amendments to the memorandum and articles of association of the Company; (iii) the recommendation from the independent board committee; (iv) the advice of China Everbright; (v) a notice to convene the EGM; and (vi) such other information as required by the Listing Rules.

(I) THE NC LIFE INSURANCE SUBSCRIPTION AGREEMENT, THE CRAMC SUBSCRIPTION AGREEMENT AND THE INTEGRATED ASSET SUBSCRIPTION AGREEMENT

Principal terms of the NC Life Insurance Subscription Agreement, the CRAMC Subscription Agreement and the Integrated Asset Subscription Agreement are set out below:

Date:	6 June 2013 (after trading hours)
Issuer:	the Company
Subscribers:	The NC Life Insurance Subscription Agreement: NC Life
	Insurance

The CRAMC Subscription Agreement: CRAMC

The Integrated Asset Subscription Agreement: Integrated Asset

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, each of NC Life Insurance, CRAMC and Integrated Asset and their respective ultimate beneficial owners are Independent Third Parties.

– 9 –

LETTER FROM THE BOARD

Subjects:

The NC Life Insurance Subscription Agreement: The Company will allot and issue 40,000,000 Convertible Preference Shares to NC Life Insurance.

The CRAMC Subscription Agreement:

The Company will allot and issue 40,000,000 Convertible Preference Shares to CRAMC.

The Integrated Asset Subscription Agreement:

The Company will allot and issue 16,000,000 Convertible Preference Shares to Integrated Asset.

Preference Share Subscription Price:

HK$4.05 per Convertible Preference Share payable by each of NC Life Insurance, CRAMC and Integrated Asset in cash, which was arrived at after arm’s length negotiations between the Company and by each of NC Life Insurance, CRAMC and Integrated Asset with reference to the average closing price of the Ordinary Shares for the 30 consecutive days and 60 consecutive days up to and including the last trading day prior to the date of the Subscription Agreements.

The Preference Share Subscription Price of HK$4.05 per Convertible Preference Share represents:–

(1) a premium of approximately 1.25% to the closing price of HK$4.00 per Ordinary Share as quoted on the Stock Exchange on 5 June 2013, being the last trading day prior to the date of the Subscription Agreements;
(2) a discount of approximately 7.11% to the average of the closing prices of approximately HK$4.36 per Ordinary Share for the 10 consecutive trading days up to and including the last trading day prior to the date of the Subscription Agreements;
(3) a discount of approximately 4.93% to the average of the closing prices of approximately HK$4.26 per Ordinary Share for the 30 consecutive trading days up to and including the last trading day prior to the date of the Subscription Agreements;
(4) a premium of approximately 1.00% to the average of the closing prices of approximately HK$4.01 per Ordinary Share for the 60 consecutive trading days up to and including the last trading day prior to the date of the Subscription Agreements; and

– 10 –

LETTER FROM THE BOARD

(5) a discount of approximately 6.68% to the Group’s audited consolidated net asset value attributable to the Shareholders per Ordinary Share as at 31 December 2012 of approximately HK$4.34.

Conditions Completion of the NC Life Insurance Subscription Agreement, Precedent: the CRAMC Subscription Agreement or the Integrated Asset Subscription Agreement (as the case may be) is conditional upon the occurrence of the following by not later than 31 December 2013 (or such later date as may be agreed in writing between NC Life Insurance, CRAMC or Integrated Asset (as the case may be) and the Company):

(a) the passing of an ordinary resolution by the Shareholders at a general meeting approving by way of a poll to approve the issue of the Convertible Preference Shares, the NC Life Insurance Subscription Agreement, the CRAMC Subscription Agreement or the Integrated Asset Subscription Agreement (as the case may be) and the transactions contemplated thereunder, including but not limited to the issue of the Convertible Preference Shares to NC Life Insurance, CRAMC or Integrated Asset (as the case may be) and the issue of the Ordinary Shares upon conversion of the relevant Convertible Preference Shares;
(b) the passing of a special resolution by the Shareholders at a general meeting approving by way of a poll to approve the adoption of the new memorandum and articles of association of the Company or the amendments to the memorandum and articles of association of the Company to reflect the terms of the Convertible Preference Shares;
(c) the Listing Committee of the Stock Exchange granting or agreeing to grant the listing of and permission to deal in all of the Ordinary Shares that fall to be issued upon conversion of the Convertible Preference Shares granted to NC Life Insurance, CRAMC or Integrated Asset (as the case may be); and

– 11 –

LETTER FROM THE BOARD

(d) the representations and warranties in the NC Life Insurance Subscription Agreement, the CRAMC Subscription Agreement or the Integrated Asset Subscription Agreement (as the case may be) to be repeated on the date of the NC Life Insurance Completion, the CRAMC Completion or the Integrated Asset Completion (as the case may be) are true in all material respects and will be true in all material respects immediately after the NC Life Insurance Completion, the CRAMC Completion or the Integrated Asset Completion (as the case may be).

If the conditions precedent of the NC Life Insurance Subscription Agreement, the CRAMC Subscription Agreement or the Integrated Asset Subscription Agreement (as the case may be) are not fulfilled by 31 December 2013, the obligations and liabilities of NC Life Insurance, CRAMC or Integrated Asset (as the case may be) and the Company under the NC Life Insurance Subscription Agreement, the CRAMC Subscription Agreement or the Integrated Asset Subscription Agreement (as the case may be) shall be of no further effect and NC Life Insurance, CRAMC or Integrated Asset (as the case may be) and the Company shall be released from all rights and obligations relating to the NC Life Insurance Subscription Agreement, the CRAMC Subscription Agreement or the Integrated Asset Subscription Agreement (as the case may be) save for any antecedent breach thereof.

Completion:

The NC Life Insurance Completion, the CRAMC Completion or the Integrated Asset Completion (as the case may be) shall take place on the third Business Day (or such other date and time as may be agreed by the Company) following the satisfaction of the conditions precedents of the NC Life Insurance Subscription Agreement, the CRAMC Subscription Agreement or the Integrated Asset Subscription Agreement (as the case may be).

The Company will apply to the Stock Exchange for the listing of, or permission to deal in, the Conversion Shares upon full conversion of the Convertible Preference Shares.

The Company will seek the grant of specific mandates from the Shareholders at the EGM to allot and issue the 40,000,000, 40,000,000 and 16,000,000 Convertible Preference Shares to each of NC Life Insurance, CRAMC and Integrated Asset and to allot and issue the corresponding Conversion Shares upon conversion of their respective Convertible Preference Shares.

– 12 –

LETTER FROM THE BOARD

If the Conversion Rights are exercised in full (assuming no occurrence of any event which shall adjust the Conversion Price), each of NC Life Insurance, CRAMC and Integrated Asset will become interested in 40,000,000 Ordinary Shares, 40,000,000 Ordinary Shares and 16,000,000 Ordinary Shares, respectively, representing approximately 7.85%, 7.85% and 3.14% of the Company’s issued share capital as at the Latest Practicable Date and approximately 6.60%, 6.60% and 2.64% of the Company’s issued share capital as enlarged by the allotment and issue of the Conversion Shares upon full conversion of the Convertible Preference Shares (assuming there are no other changes in the issued share capital of the Company).

The closing price of the Ordinary Shares as quoted on the Stock Exchange as at 6 June 2013, being the date of the Subscription Agreements is HK$3.96 per Ordinary Share.

For illustration purpose, the total market value of the Convertible Preference Shares is HK$380,160,000 by reference to the closing price per Ordinary Share as quoted on the Stock Exchange of HK$3.96 per Ordinary Share as at 6 June 2013, being the date of the Subscription Agreements.

Convertible Preference Shares

Principal terms of the Convertible Preference Shares are set out below:

Par value: HK$0.10 each Conversion Price: The price which each Convertible Preference Share would be initially issued, being HK$4.05.

The Conversion Price will be subject to adjustments for, among other things, subdivision or consolidation of Ordinary Shares, capitalisation of profits or reserves and capital distributions (including, for the avoidance of doubt, any issue of Ordinary Shares pursuant to a scrip dividend scheme in lieu of a cash dividend but shall exclude any cash dividend), rights issues and issues at less than 92% of the market price.

For the avoidance of doubt, the Converting Shareholder(s) would not be required to pay any additional money upon conversion of the Convertible Preference Share(s) to Ordinary Share(s).

– 13 –

LETTER FROM THE BOARD

Dividend:

Each Convertible Preference Share shall confer on the Convertible Preference Shareholder thereof the right to receive out of the funds of the Company available for distribution and resolved to be distributed a fixed preferential dividend at the rate of 5 per cent. per annum on the Reference Amount (the “ Dividend ”) pari passu with other shares ranking pari passu as regards income with the Convertible Preference Shares but otherwise in priority to any other class of shares in the capital of the Company from time to time in issue (including the Ordinary Shares). The Convertible Preference Shares shall not entitle the Convertible Preference Shareholders thereof to any further or other right of participation in the profits of the Company.

The Board may, in its sole discretion, elect not to pay any Dividend in any given year. In the event that the Company elects not to pay the Dividend in any given year, the Dividend not paid shall be extinguished and not be carried forward.

Conversion Rights:

Convertible Preference Shares are convertible at the option of the holder at any time after the issue date (any conversion in part being in amounts of or integral multiples of 2,000 Convertible Preference Shares or such other number as may for the time being a board lot of Ordinary Shares, and the aggregate Reference Amount of the relevant Convertible Preference Shares be not less than HK$10,000,000).

– 14 –

LETTER FROM THE BOARD

Compulsory Conversion:

The Company may, at its option but is not obliged to, (i) within the first anniversary of the issue date of the relevant Convertible Preference Shares (the “ Issue Date ”), give notice (the “ Compulsory Conversion Notice ”) to any Convertible Preference Shareholder to request he/she/it to compulsorily convert 30% of the number of Convertible Preference Shares initially subscribed by him/her/it (for the avoidance of doubt, excluding any additional Convertible Preference Shares subsequently acquired by him/her/it from other Convertible Preference Shareholder(s) through transfer), or such lesser number of Convertible Preference Shares held by him/her/it on the date of such notice, if the Market Price is equal to or higher than 148 per cent. of the Conversion Price; (ii) from the date of the first anniversary of the Issue Date to the date before the second anniversary of the Issue Date, give a Compulsory Conversion Notice to any Convertible Preference Shareholder to request he/she/it to compulsorily convert 30% of the number of Convertible Preference Shares initially subscribed by him/her/it (for the avoidance of doubt, excluding any additional Convertible Preference Shares subsequently acquired by him/her/it from other Convertible Preference Shareholder(s) through transfer), or such lesser number of Convertible Preference Shares held by him/her/it on the date of such notice, if the Market Price is equal to or higher than 148 per cent. of the Conversion Price; (iii) from the date of the second anniversary of the Issue Date to the date before the third anniversary of the Issue Date, give a Compulsory Conversion Notice to any Convertible Preference Shareholder to request he/she/it to compulsorily convert 30% of the number of Convertible Preference Shares initially subscribed by him/ her/it (for the avoidance of doubt, excluding any additional Convertible Preference Shares subsequently acquired by him/ her/it from other Convertible Preference Shareholder(s) through transfer), or such lesser number of Convertible Preference Shares held by him/her/it on the date of such notice, if (a) the Market Price is equal to or higher than 148 per cent. of the Conversion Price; and (b) no Compulsory Conversion Notice has been given by the Company within the first anniversary of the Issue Date; and (iv) give a Compulsory Conversion Notice to any Convertible Preference Shareholder to request he/she/it to compulsorily convert all Convertible Preference Shares held by him/her/ it on the date of such notice if the aggregate Reference Amount of the Convertible Preference Shares held by him/her/it on any day is less than HK$10,000,000.

– 15 –

LETTER FROM THE BOARD

“ Market Price ” means the average of the volume-weighted average price per Ordinary Share for the 30 consecutive days on which the stock exchange on which the Ordinary Shares are at the relevant time principally traded, as determined by the Company, is open for business and on which trading in the Ordinary Shares or other relevant securities is not suspended preceding the day on or as of which the Market Price is so be ascertained, appearing on the Bloomberg screen as “SMAVG(30)”, or in the event that this service is not available, the equivalent quotation on such widely recognised electronic information service as determined by the Company with the consent of the Convertible Preference Shareholders (such consent not to be unreasonably withheld or delayed).

Number of The number of Conversion Shares to be issued on each Conversion conversion shall be determined by dividing the aggregate Shares to be Reference Amount of the Convertible Preference Share(s) issued: which is/are to be converted pursuant to a conversion notice or a Compulsory Conversion Notice (as the case may be) by the Conversion Price applicable on the Conversion Date or the Compulsory Conversion Date (as the case may be) provided that no fraction of an Ordinary Share arising on conversion shall be allotted.

Restrictions on conversion:

No conversion shall take place if:

(1) to do so would result in the Conversion Shares being issued at a price below their nominal value as at the applicable Conversion Date or Compulsory Conversion Date (as the case may be);
(2) to the extent that following such exercise, the relevant holder of Convertible Preference Share and parties acting in concert with it, taken together, will directly or indirectly, control or be interested in 30% or more of the entire issued share capital of the Company or otherwise trigger a mandatory offer obligation under Rule 26 of the Takeovers Code; or
(3) immediately after such conversion, the public float of the Ordinary Shares falls below the minimum public float requirements stipulated under the Listing Rules or as required by the Stock Exchange.

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LETTER FROM THE BOARD

Ordinary Shares issued on conversion

The relevant Conversion Shares shall be credited as fully paid and rank pari passu in all respects with the Ordinary Shares then in issue save that they shall not entitle the holders to any dividend or other distribution declared, paid or made upon the Ordinary Shares prior to the relevant date of which the register of members of the Company is updated and the person entitled to receive the Conversion Shares issuable upon such conversion shall be treated, for all purposes, as the record holder of such Conversion Shares.

Capital:

On a return of capital on liquidation or otherwise (but not on conversion or purchase) the Convertible Preference Shares shall confer on the Convertible Preference Shareholders the right to be paid, in priority to any return of assets in respect of any other class of shares in the capital of the Company, pari passu as between themselves an amount equal to the aggregate Reference Amount of the Convertible Preference Shares. The Convertible Preference Shares shall not confer on the holders thereof any further or other right to participate in the assets of the Company.

Purchase:

The Company or any of its subsidiaries may purchase any of the Convertible Preference Shares at any price to be mutually agreed between the Company or such subsidiary of the Company and such Convertible Preference Shareholder(s). Any Convertible Preference Shares so purchased or otherwise acquired by the Company or any of its subsidiaries may not be resold (except for transfers of Convertible Preference Shares from any subsidiary of the Company to any other subsidiary of the Company) and in case such Convertible Preference Shares are purchased or otherwise acquired by the Company, such Convertible Preference Shares are to be cancelled.

Voting:

Holders of the Convertible Preference Shares (in their capacity as such) will not be permitted to attend or vote at meetings of the Company, unless a resolution is proposed to vary the rights of holders of the Convertible Preference Shares or a resolution is proposed for the winding up of the Company.

Listing: No application will be made for the listing of the Convertible Preference Shares on the Stock Exchange or any other stock exchange

Transferability: Subject to the requirements under the Listing Rules and/or requirements imposed by the Stock Exchange (if any) and/or the articles of association of the Company, the Convertible Preference Shares are not transferable unless with prior written approval from the Company.

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LETTER FROM THE BOARD

(II) THE OCT (HK) SUBSCRIPTION AGREEMENT

Principal terms of the OCT (HK) Subscription Agreement are set out below:

Date: 6 June 2013 (after trading hours)

Issuer: the Company Subscriber: OCT (HK)

Subject: The Company will issue and allot 140,000,000 Subscription Shares to OCT (HK) or any of its wholly-owned subsidiaries designated by OCT (HK).

The Subscription Shares, when fully paid, will rank pari passu in all respects with the Ordinary Shares in issue at the date of allotment of the Subscription Shares.

Ordinary Share HK$4.05 per Subscription Share payable by OCT (HK) in cash, Subscription which was arrived at after arm’s length negotiations between Price: the Company and OCT (HK) with reference to the average closing price of the Ordinary Shares for the 30 consecutive days and 60 consecutive days up to and including the last trading day prior to the date of the OCT (HK) Subscription Agreement.

The Ordinary Share Subscription Price of HK$4.05 per Ordinary Share represents:–

(1) a premium of approximately 1.25% to the closing price of HK$4.00 per Ordinary Share as quoted on the Stock Exchange on 5 June 2013, being the last trading day prior to the date of the OCT (HK) Subscription Agreement;
(2) a discount of approximately 7.11% to the average of the closing prices of approximately HK$4.36 per Ordinary Share for the 10 consecutive trading days up to and including the last trading day prior to the date of the OCT (HK) Subscription Agreement;
(3) a discount of approximately 4.93% to the average of the closing prices of approximately HK$4.26 per Ordinary Share for the 30 consecutive trading days up to and including the last trading day prior to the date of the OCT (HK) Subscription Agreement; and

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LETTER FROM THE BOARD

(4) a premium of approximately 1.00% to the average of the closing prices of approximately HK$4.01 per Ordinary Share for the 60 consecutive trading days up to and including the last trading day prior to the date of the OCT (HK) Subscription Agreement.

Conditions Completion of the OCT (HK) Subscription Agreement is Precedent: conditional upon the occurrence of the followings by not later than 31 December 2013 (or such later date as may be agreed between OCT (HK) and the Company):

(a) completion of the subscription of Convertible Preference Shares by any one of NC Life Insurance, CRAMC or Integrated Asset;
(b) the passing of an ordinary resolution by the Independent Shareholders at a general meeting approving by way of a poll the issue and allotment of the Subscription Shares by the Company, the OCT (HK) Subscription Agreement and the transactions contemplated thereunder; and
(c) the Listing Committee of the Stock Exchange having granted the listing of and permission to deal in all of the Subscription Shares

Completion:

If the conditions precedent of the OCT (HK) Subscription Agreement are not fulfilled by 31 December 2013, the obligations and liabilities of OCT (HK) and the Company under the OCT (HK) Subscription Agreement shall be null and void and OCT (HK) and the Company shall be released from all rights and obligations pursuant to the OCT (HK) Subscription Agreement save for any antecedent breach thereof. Completion shall take place on the second Business Day (or such other date and time as may be agreed by the Company) following the satisfaction of the conditions precedents of the OCT (HK) Subscription Agreement.

The Company will apply to the Stock Exchange for the listing of, or permission to deal in, the Subscription Shares.

The 140,000,000 Subscription Shares represent approximately 27.46% of the existing issued share capital of the Company as at the Latest Practicable Date and approximately 21.55% of the issued share capital of the Company as enlarged by the allotment and issue of the Subscription Shares (assuming there are no other changes in the issued share capital of the Company).

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LETTER FROM THE BOARD

The closing price of the Ordinary Shares as quoted on the Stock Exchange as at 6 June 2013, being the date of the OCT (HK) Subscription Agreement is HK$3.96 per Ordinary Share.

For illustration purpose, the total market value of the Subscription Shares is HK$554,400,000 by reference to the closing price per Ordinary Share as quoted on the Stock Exchange of HK$3.96 per Ordinary Share as at 6 June 2013, being the date of OCT (HK) Subscription Agreement.

The Company will seek the grant of specific mandate from the Shareholders to allot and issue the Subscription Shares to OCT (HK) or any of its wholly-owned subsidiaries designated by OCT (HK) at the EGM.

None of the Directors has material interest in the transactions contemplated under the OCT (HK) Subscription Agreement or is required to abstain from voting on the Board resolutions in relation to the transactions contemplated under the OCT (HK) Subscription Agreement.

EFFECT ON SHAREHOLDING STRUCTURE OF THE COMPANY

For illustrative purpose only, set out below is a summary of the shareholdings in the Company (i) as at the Latest Practicable Date; (ii) immediately after the allotment and issue of the Subscription Shares but before conversion of any Convertible Preference Shares (assuming there are no other changes in the issued share capital of the Company); (iii) immediately before the allotment and issue of the Subscription Shares and upon full conversion of all Convertible Preference Shares (assuming there are no other changes in the issued share capital of the Company); and (iv) immediately after the allotment and issue of the Subscription Shares and upon full conversion of all Convertible Preference Shares (assuming there are no other changes in the issued share capital of the Company):

Name of shareholders Pacific Climax (Note 2) OCT (HK) (Note 2) NC Life Insurance CRAMC Integrated Asset Public Total	As at the Latest Practicable Date 294,894,000 57.85% – – – – – – – – 214,896,000 42.15% 509,790,000 100%	Immediately after the allotment and issue of the Subscription Shares but before conversion of any Convertible Preference Shares (Note 1) 294,894,000 45.38% 140,000,000 21.55% – – – – – – 214,896,000 33.07% 649,790,000 100%	Immediately before the allotment and issue of the Subscription Shares and upon full conversion of all Convertible Preference Shares (Note 1) 294,894,000 48.68% – – 40,000,000 6.60% 40,000,000 6.60% 16,000,000 2.64% 214,896,000 35.47% 605,790,000 100%	Immediately after the allotment and issue of the Subscription Shares and upon full conversion of all Convertible Preference Shares (Note 1) 294,894,000 39.54% 140,000,000 18.77% 40,000,000 5.36% 40,000,000 5.36% 16,000,000 2.15% 214,896,000 28.81% 745,790,000 100%	Immediately after the allotment and issue of the Subscription Shares and upon full conversion of all Convertible Preference Shares (Note 1) 294,894,000 39.54% 140,000,000 18.77% 40,000,000 5.36% 40,000,000 5.36% 16,000,000 2.15% 214,896,000 28.81% 745,790,000 100%
					100%

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LETTER FROM THE BOARD

Notes:

(1) On the assumption that there are no other changes in the issued share capital of the Company.
(2) OCT (HK) is the beneficial owner of all the issued share capital of Pacific Climax.

REASONS AND BENEFITS FOR THE ISSUE OF CONVERTIBLE PREFERENCE SHARES AND THE SUBSCRIPTION SHARES AND THE USE OF PROCEEDS

The issue of the Convertible Preference Shares and the Subscription Shares is a good opportunity for the Company to raise additional funding. The Directors (including the independent non-executive Directors) consider that the terms of the Subscription Agreements are on normal commercial terms and are fair and reasonable and the NC Life Insurance Subscription, the CRAMC Subscription and the Integrated Asset Subscription are in the best interests of the Company and the Shareholders as a whole. The Directors (including the independent non-executive Directors) consider that the terms of the OCT (HK) Subscription Agreement are on normal commercial terms and are fair and reasonable and the OCT (HK) Subscription is in the best interests of the Company and the Shareholders as a whole. The total subscription amount of the Convertible Preference Shares and the Subscription Shares is HK$388,800,000 and HK$567,000,000, respectively. The net proceeds from the issue of the Convertible Preference Shares and the Subscription Shares is approximately HK$384,300,000 and HK$566,500,000, respectively. The net proceeds from the issue of the Convertible Preference Shares per Convertible Preference Share and the net proceeds from the issue of the Subscription Shares per Subscription Share is approximately HK$4.00 and HK$4.05, respectively.

The Company plans to apply all the said net proceeds for investments of the Group if opportunities arise. However, if the Company could not identify any investment opportunity suitable for the Group, approximately 80% of the net proceeds will be applied to repayment of loans and the remaining net proceeds will be applied to future working capital of the Group.

INFORMATION OF THE GROUP, NC LIFE INSURANCE, CRAMC, INTEGRATED ASSET AND OCT (HK)

The Group is principally engaged in the comprehensive development business and the manufacture and sale of cartons and paper products.

NC Life Insurance was a company incorporated in the PRC with limited liability and is a company with its A shares listed on the Shanghai Stock Exchange (Stock code: 601336) and with its H shares listed on the Stock Exchange (Stock code: 1336). It is principally engaged in the business of providing RMB and foreign currency denominated personal insurance (including various kind of life insurance, health insurance and accidental injury insurance), providing insurance agency services, claim adjustment and insurance consultancy services to domestic and foreign insurance institutions, and engaging in capital utilisation according to relevant laws and regulations in the PRC.

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LETTER FROM THE BOARD

CRAMC was a company incorporated in the PRC with limited liability and its principal business includes management of its principal funds and insurance funds, entrusted funds management, consulting services related to fund management, and other asset management business permitted under the PRC laws and regulations.

Integrated Assets was a limited company incorporated in the British Virgin Islands and it is principally engaged in financial investment.

OCT (HK) is a company incorporated in Hong Kong with limited liability and is principally engaged in investment holding.

EQUITY RAISING ACTIVITIES OF THE COMPANY FOR THE PAST 12 MONTHS

The Company did not conduct any equity fund raising activities in the past 12 months immediately before the Latest Practicable Date.

IMPLICATIONS UNDER THE LISTING RULES

Given the proposed arrangements under the Option Deeds, OCT (HK) is interested in the NC Life Insurance Subscription Agreement, the CRAMC Subscription Agreement and the Integrated Asset Subscription Agreement, and therefore, OCT (HK) and its associates will be required to abstain from voting at the EGM in respect of the NC Life Insurance Subscription Agreement, the CRAMC Subscription Agreement, the Integrated Asset Subscription Agreement, and the transactions contemplated thereunder.

Also, given OCT (HK) owns the entire issued share capital of Pacific Climax, a controlling shareholder of the Company which is interested in 294,894,000 Shares, representing approximately 57.85% of the issued share capital of the Company as at the Latest Practicable Date, and thus is a connected person of the Company under the Listing Rules, the OCT (HK) Subscription Agreement constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules, and is subject to, among other things, the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules.

As such, OCT (HK) and its associates will be required to abstain from voting at the EGM in respect of the NC Life Insurance Subscription Agreement, the CRAMC Subscription Agreement, the Integrated Asset Subscription Agreement, the OCT (HK) Subscription Agreement and the transactions contemplated thereunder, and the proposed grant of specific mandates to allot and issue the Convertible Preference Shares, the Conversion Shares and the Subscription Shares.

INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER

An Independent Board Committee comprising Mr. Lu Gong, Ms. Wong Wai Ling and Professor Lam Sing Kwong Simon, being all independent non-executive Directors, has been established to advise the Independent Shareholders in respect of the NC Life Insurance Subscription Agreement, the CRAMC Subscription Agreement, the Integrated Asset Subscription Agreement, the OCT (HK) Subscription Agreement and the transactions contemplated thereunder (including the proposed grant of specific mandates to allot and

– 22 –

LETTER FROM THE BOARD

issue the Convertible Preference Shares, the Conversion Shares and the Subscription Shares). None of the members of the Independent Board Committee has any material interest in the NC Life Insurance Subscription Agreement, the CRAMC Subscription Agreement, the Integrated Asset Subscription Agreement, the OCT (HK) Subscription Agreement and the transactions contemplated thereunder (including the proposed grant of specific mandates to allot and issue the Convertible Preference Shares, the Conversion Shares and the Subscription Shares). The letter from the Independent Board Committee is set out on pages 25 to 26 of this circular.

The Company has also appointed China Everbright as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the NC Life Insurance Subscription Agreement, the CRAMC Subscription Agreement, the Integrated Asset Subscription Agreement, the OCT (HK) Subscription Agreement and the transactions contemplated thereunder (including the proposed grant of specific mandates to allot and issue the Convertible Preference Shares, the Conversion Shares and the Subscription Shares) pursuant to Rule 13.39(6) of the Listing Rules. The letter from China Everbright is set out on pages 27 to 44 of this circular.

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

The Board proposes that the Convertible Preference Shares be created and that the memorandum and articles of association of the Company be amended to incorporate the terms of the Convertible Preference Shares summarised in the section headed “Convertible Preference Shares” in this circular, and to align with certain amendments made to the Listing Rules and the Companies Ordinance and to incorporate certain housekeeping amendments. The amendments to the memorandum and articles of association of the Company are subject to the approval of the Shareholders by way of special resolution at the EGM. The proposed amendments to the memorandum and articles of association of the Company are set out in resolution no. 10 contained in the notice of the EGM.

RECOMMENDATIONS

Your attention is drawn to the letters from the Independent Board Committee and from China Everbright, respectively, which set out their recommendations in respect of the NC Life Insurance Subscription Agreement, the CRAMC Subscription Agreement, the Integrated Asset Subscription Agreement, the OCT (HK) Subscription Agreement and the transactions contemplated thereunder (including the proposed grant of specific mandates to allot and issue the Convertible Preference Shares, the Conversion Shares and the Subscription Shares) and the principal factors considered by them in arriving at their recommendations.

The Board (including the independent non-executive Directors) considers that the terms of the the NC Life Insurance Subscription Agreement, the CRAMC Subscription Agreement, the Integrated Asset Subscription Agreement and the OCT (HK) Subscription Agreement are on normal commercial terms and are fair and reasonable, and that the NC Life Insurance Subscription Agreement, the CRAMC Subscription Agreement, the Integrated Asset Subscription Agreement, the OCT (HK) Subscription Agreement and the transactions

– 23 –

LETTER FROM THE BOARD

contemplated thereunder (including the proposed grant of specific mandates to allot and issue the Convertible Preference Shares, the Conversion Shares and the Subscription Shares) 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 NC Life Insurance Subscription Agreement, the CRAMC Subscription Agreement, the Integrated Asset Subscription Agreement, the OCT (HK) Subscription Agreement and the transactions contemplated thereunder, and the proposed grant of specific mandates to allot and issue the Convertible Preference Shares, the Conversion Shares and the Subscription Shares to be proposed at the EGM.

The Board considers that the proposed amendments to the memorandum and articles of association of the Company are necessary to reflect the creation of the Convertible Preference Shares and to incorporate the terms of the Convertible Preference Shares as well as to align with certain amendments made to the Listing Rules and Companies Ordinance and are therefore in the best interests of the Company and the Shareholders as a whole.

Accordingly, the Board recommends the Shareholders to vote in favour of the resolutions in relation to the proposed amendments to the memorandum and articles of association of the Company to be proposed at the EGM.

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

– 24 –

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)

26 June 2013

To the Independent Shareholders,

Dear Sir or Madam,

PROPOSED GRANT OF SPECIFIC MANDATE TO ISSUE CONVERTIBLE PREFERENCE SHARES AND

CONNECTED TRANSACTION FOR A PROPOSED GRANT OF SPECIFIC MANDATE TO ISSUE ORDINARY SHARES

We refer to the circular dated 26 June 2013 (the “Circular”) issued by the Company of which this letter forms part. Terms defined in the 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 NC Life Insurance Subscription Agreement, the CRAMC Subscription Agreement, the Integrated Asset Subscription Agreement, the OCT (HK) Subscription Agreement and the transactions contemplated thereunder (including the proposed grant of specific mandates to allot and issue the Convertible Preference Shares, the Conversion Shares and the Subscription Shares) and to advise you as to whether, in our opinion, the terms of the NC Life Insurance Subscription Agreement, the CRAMC Subscription Agreement, the Integrated Asset Subscription Agreement, the OCT (HK) Subscription Agreement and the transactions contemplated thereunder (including the proposed grant of specific mandates to allot and issue the Convertible Preference Shares, the Conversion Shares and the Subscription Shares) are on normal commercial terms and 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 and the Independent Shareholders in respect of the terms of the NC Life Insurance Subscription Agreement, the CRAMC Subscription Agreement, the Integrated Asset Subscription Agreement, the OCT (HK) Subscription Agreement and the transactions contemplated thereunder (including the proposed grant of specific mandates to allot and issue the Convertible Preference Shares, the Conversion Shares and the Subscription Shares).

– 25 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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 the Circular.

Having considered the terms of the NC Life Insurance Subscription Agreement, the CRAMC Subscription Agreement, the Integrated Asset Subscription Agreement, the OCT (HK) Subscription Agreement and the transactions contemplated thereunder (including the proposed grant of specific mandates to allot and issue the Convertible Preference Shares, the Conversion Shares and the Subscription Shares), 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 27 to 44 of the Circular, we consider that the terms of the NC Life Insurance Subscription Agreement, the CRAMC Subscription Agreement, the Integrated Asset Subscription Agreement, the OCT (HK) Subscription Agreement and the transactions contemplated thereunder (including the proposed grant of specific mandates to allot and issue the Convertible Preference Shares, the Conversion Shares and the Subscription Shares) are on normal commercial terms and are fair and reasonable, and that the NC Life Insurance Subscription Agreement, the CRAMC Subscription Agreement, the Integrated Asset Subscription Agreement, the OCT (HK) Subscription Agreement and the transactions contemplated thereunder (including the proposed grant of specific mandates to allot and issue the Convertible Preference Shares, the Conversion Shares and the Subscription Shares) are in the best interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Shareholders to vote in favour of the resolutions to be proposed at the EGM to approve the NC Life Insurance Subscription Agreement, the CRAMC Subscription Agreement, the Integrated Asset Subscription Agreement, the OCT (HK) Subscription Agreement and the transactions contemplated thereunder, and the proposed grant of specific mandates to allot and issue the Convertible Preference Shares, the Conversion Shares and the Subscription Shares.

Yours faithfully, For and on behalf of the Independent Board Committee

Lu Gong Wong Wai Ling Lam Sing Kwong Simon Independent non-executive Directors

– 26 –

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.

26 June 2013

To the Independent Board Committee and the Independent Shareholders of Overseas Chinese Town (Asia) Holdings Limited

Dear Sirs,

PROPOSED GRANT OF SPECIFIC MANDATE TO ISSUE SUBSCRIPTION SHARES AND CONVERTIBLE PREFERENCE SHARES

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 (i) the issuance of Subscription Shares (“ Ordinary Shares Subscription ”) to OCT (HK) under the OCT (HK) Subscription Agreement; and (ii) the issuance of Convertible Preference Shares (“ Convertible Preference Shares Subscription ”) to three independent investors, namely NC Life Insurance, CRAMC and Integrated Asset, (collectively, “ Preference Share Holders ”) under the NC Life Insurance Subscription Agreement, the CRAMC Subscription Agreement and the Integrated Asset Subscription Agreement (collectively, “ Convertible Preference Shares Subscription Agreements ”). The details of the Ordinary Shares Subscription and the Convertible Preference Shares Subscription are set out in the letter from the Board (“ Letter from the Board ”) contained in the circular to the Shareholders dated 26 June 2013 (“ 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 (HK) owns the entire issued share capital of Pacific Climax, which is a controlling shareholder of the Company, and thus is a connected person of the Company under the Listing Rules. Therefore, the Ordinary Shares Subscription constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules, and is subject to, among other things, the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules.

Given the proposed arrangements under the Option Deeds, OCT (HK) is interested in the Convertible Preference Shares Subscription Agreements, OCT (HK) and its associates will be required to abstain from voting at the EGM in respect of the Convertible Preference Shares Subscription, and are subject to the independent shareholders’ approval requirement under the Listing Rules.

– 27 –

LETTER FROM CHINA EVERBRIGHT

The independent board committee (“ Independent Board Committee ”), comprising all of the three independent non-executive Directors, namely Mr. Lu Gong, Ms. Wong Wai Ling and Professor Lam Sing Kwong Simon, has been formed to consider the fairness and reasonableness of the Ordinary Shares Subscription and the Convertible Preference Shares Subscription, 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.

Our role as the independent financial adviser to the Independent Board Committee and the Independent Shareholders is to give our opinion as to whether the terms of the OCT (HK) Subscription Agreement and the Convertible Preference Shares Subscription Agreements are fair and reasonable so far as the Independent Shareholders are concerned and whether the Ordinary Shares Subscription and the Convertible Preference Shares Subscription are in the interests of the Company and the Independent Shareholders as a whole.

Apart from normal professional fees for our services to the Company in connection with the engagement described above, no arrangement exists whereby China Everbright will receive any fees and benefits from the Group, OCT (HK) or any of their respective associates. China Everbright Capital Limited is independent from and not connected with the Group and OCT (HK) 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 is accordingly qualified to give independent advice to the Independent Board Committee and the Independent Shareholders regarding the Ordinary Shares Subscription and the Convertible Preference Shares Subscription.

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 factors 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. We have assumed that all statements and presentations 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 that 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.

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LETTER FROM CHINA EVERBRIGHT

PRINCIPAL FACTORS AND REASONS CONSIDERED

In formulating our views in relation to the Ordinary Shares Subscription and the Convertible Preference Shares Subscription, 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.

(a) Background of the Ordinary Shares Subscription and the Convertible Preference Shares Subscription

(i) Business and historical financial performance of the Group

The Group is principally engaging in the development and operation of commercial complex. As stated in the 2012 annual report of the Company (“ 2012 AR ”), the Group sets its future strategic goal as to become a prominent developer and operator of commercial complex. Relying on its strategic objectives, the Group increased its input into its comprehensive development business in 2012 and puts more effort to obtain new project resources. Three newly added projects are Shanghai Suhewan, Tianjian Tianxiao and Beijing Laiguangying. The Group currently holds 5 comprehensive development projects in total with controlling interest and participation interest, including Shanghai Suhewan, Chengdu OCT, Tianjin Tianxiao, Beijing Laiguangying and Xi’an OCT projects.

Set out below are the audited consolidated financial statements of the Group for the three years ended 31 December 2012:

	For the year ended 31	For the year ended 31	December
(RMB’000)	2010	2011	2012
	(Audited)	(Audited)	(Audited)
Turnover	1,905,792	2,558,860	3,452,883
– Comprehensive development business	777,415	1,743,970	2,624,031
– Sales of paper cartons and products	1,128,377	814,890	828,852
Gross profit	259,374	772,670	1,185,730
Profit attributable to owners of
the Company	66,713	159,236	177,236

As illustrated above, the Group’s turnover increased from approximately RMB1.91 billion in 2010 to approximately RMB2.56 billion in 2011, and further increased to approximately RMB3.45 billion in 2012. Such increases were mainly attributable to the growth of the Group’s comprehensive development business during the three years ended 31 December 2012.

Benefited from increasing contributions from Chengdu OCT during the two years ended 31 December 2011, the turnover generated from comprehensive development business has become the major source of turnover of the Group, and it represented approximately 40.8% and approximately 68.2% of the Group’s total turnover in 2010

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LETTER FROM CHINA EVERBRIGHT

and 2011, respectively. As the Group’s newly added project, Shanghai Suhewan project, recorded profit in 2012, its turnover from comprehensive development business further increased to approximately RMB2.62 billion, representing approximately 76% of the Group’s total turnover in 2012.

Due to the continuous growth of the Group’s comprehensive development business, the Group’s gross profit and profit attributable to owners of the Company were also on uptrend during the three years ended 31 December 2012. The Group’s gross profit increased from approximately RMB259.4 million in 2010 to approximately RMB772.7 million in 2011, and further increased to approximately RMB1.2 billion in 2012. Meanwhile, its profit attributable to owners of the Company increased from approximately RMB66.7 million in 2010 to approximately RMB159.2 million in 2011, and further increased to approximately RMB177.2 million in 2012.

Shanghai Suhewan project is one of the Group’s major development projects in the PRC. On 5 January 2012, the Group entered into a capital increase agreement pursuant to which the Group made capital contribution (“ Capital Contribution ”) of RMB2.2 billion to Overseas Chinese Town (Shanghai) Land Company Limited (“ OCT Shanghai Land ”) and acquired 50.5% equity interest in it. The transaction was completed in June 2012 and OCT Shanghai Land became a non-wholly owned subsidiary of the Company. OCT Shanghai Land is currently engaged in the Shanghai Suhewan project, which is advantageously situated at the junction of Suzhou River and Huangpu River banks in Zhabei District, Shanghai and possesses the scarce landscape resources. The project comprises 1 Jiefang, 41 Jiefang and 42 Jiefang with a total site area of approximately 71,000 sq.m., a gross floor area (above ground) of approximately 280,000 sq.m. and a total gross floor area of approximately 430,000 sq.m.. The project includes multi-storey riverside residential buildings, luxury residential properties, apartment-style offices, luxury hotels, boutique business premises and studios for artists. The project is scheduled to be completed in 2016.

To finance the Capital Contribution and its business development, the Group obtained additional debt financing from banks and related parties loans in 2012. As a result, the Group’s outstanding bank loans increased from RMB173 million as at 31 December 2011 to approximately RMB1.1 billion as at 31 December 2012.

According to 2012 AR, the Group’s gearing ratio (being the total borrowings including bills payable and loans divided by total assets) was approximately 53% as at 31 December 2012, which increased by approximately 33% as compared with 20% as at 31 December 2011, mainly due to newly added acquisition of OCT Shanghai Land during the period.

(ii) Fund raising activities in the past 12 months

According to the Letter from the Board, the Group has not carried out any fund raising activities during the 12 months immediately preceding the Latest Practicable Date.

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LETTER FROM CHINA EVERBRIGHT

(iii) Reasons for the Ordinary Shares Subscription and the Convertible Preference Shares Subscription

The total gross proceeds and total net proceeds from the issuance of the Convertible Preference Shares and the Subscription Shares is approximately HK$955.8 million and approximately HK$950.8 million, respectively. The Company plans to apply all the said net proceeds for investments of the Group if opportunities arise. However, if the Company could not identify any investment opportunity suitable for the Group, approximately 80% of the net proceeds will be applied to repayment of loans and the remaining net proceeds will be applied to future working capital of the Group.

As advised by the Management, due to the challenging capital market environment, the Group has not carried out any fund raising activities during the 12 months immediately preceding the Latest Practicable Date, and therefore the Ordinary Shares Subscription and the Convertible Preference Shares Subscription is a good opportunity for the Company to raise additional equity funding whilst broadening the shareholder base and the capital base of the Company. After discussion with the Management, we understand that the Group is confident about the future prospects of real estate business in the PRC, and the Group is positioned to be an excellent developer and operator of commercial complex. In order to enhance the Group’s competitive edges and increase its profitability, the Group will endeavor to seek suitable investment projects to maximize the returns for the shareholders. To capture new business opportunity in the PRC market, the net proceeds will be used to finance the Group’s future investments if opportunities arise.

In addition, as part of the net proceeds may be used for repayment of loans, it will improve the financial position of the Group by reducing its gearing ratio.

In view of above, the Management considers that the Ordinary Shares Subscription and the Convertible Preference Shares Subscription are in line with the overall business strategy of the Group, and the OCT (HK) Subscription Agreement, the Convertible Preference Shares Subscription Agreements and the transactions contemplated thereunder are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Having considered that (i) the Group’s outstanding bank loans increased significantly in 2012 as a result of the increased financing needs from the Group’s comprehensive development business; (ii) due to the challenging capital market environment, the Group has not carried out any fund raising activities during the 12 months immediately preceding the Latest Practicable Date; (iii) the Ordinary Shares Subscription and the Convertible Preference Shares Subscription would strengthen the Group’s capital base and financial position to better equip the Group with the financial flexibility for future business development and expansion; (iv) the Ordinary Shares Subscription Price and the Conversion Price have been determined under normal commercial terms given that negotiations and discussion have been conducted through with OCT (HK) and the independent investors with reference to the current market

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LETTER FROM CHINA EVERBRIGHT

condition; and (v) the intention of the use of proceeds is in line with the business strategies of the Company, we consider that the Ordinary Shares Subscription and the Convertible Preference Shares Subscription are in the interests of the Company and the Independent Shareholders as a whole.

(b) Major terms of the OCT (HK) Subscription Agreement and the Convertible Preference Shares Subscription Agreements

(i) The OCT (HK) Subscription Agreement

According to the OCT (HK) Subscription Agreement, the Company will issue and allot 140,000,000 Subscription Shares to OCT (HK) or any of its wholly-owned subsidiaries designated by OCT (HK) at HK$4.05 per Subscription Share.

The Subscription Shares, when fully paid, will rank pari passu in all respects with the Ordinary Shares in issue at the date of allotment of the Subscription Shares. Completion of the OCT (HK) Subscription Agreement is conditional upon the fulfillment of certain conditions which are set out in the Letter from the Board.

The Subscription Shares represent approximately 27.46% of the existing issued share capital of the Company as at the Latest Practicable Date and approximately 21.55% of the issued share capital of the Company as enlarged by the issue of the Subscription Shares (assuming that no Convertible Preference Share will be converted).

The Subscription Shares will be allotted and issued under the specific mandate. The Company will apply to the Listing Committee for the listing of, and permission to deal in, the Subscription Shares. Further details of the OCT (HK) Subscription Agreement are set out in the section headed “THE OCT (HK) SUBSCRIPTION AGREEMENT” of the Letter from the Board.

As set out in the Letter from the Board, the Directors are of the view that the terms of the OCT (HK) Subscription Agreement (including the Ordinary Shares Subscription Price) are on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned, and the Ordinary Shares Subscription is in the interests of the Company and the Shareholders as a whole.

We have also reviewed the major terms of the OCT (HK) Subscription Agreement and discussed with the Management regarding those major terms of the OCT (HK) Subscription Agreement. To the best of our knowledge, the major terms of the OCT (HK) Subscription Agreement are not uncommon and are determined by the Company and OCT (HK) after arm’s length negotiations. Having considered the above, and the Ordinary Shares Subscription Price is equivalent to the Preference Share Subscription Price, which is arrived at after arm’s length negotiations between the Company and the independent Preference Share Holders, we are of the view that the terms of the OCT (HK) Subscription Agreement are on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned.

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LETTER FROM CHINA EVERBRIGHT

(ii) The Convertible Preference Shares Subscription Agreements and the Option Deeds

(1) The Convertible Preference Shares Subscription Agreements

According to the Convertible Preference Shares Subscription Agreements, the Company will issue and allot a total of 96,000,000 Convertible Preference Shares to the below independent investors at HK$4.05 per Convertible Preference Share:

Name of independent investors Subscription amounts NC Life Insurance 40,000,000 Convertible Preference Shares CRAMC 40,000,000 Convertible Preference Shares Integrated Asset 16,000,000 Convertible Preference Shares

Completion of the Convertible Preference Shares Subscription Agreements are conditional upon the fulfillment of certain conditions which are set out in the Letter from the Board. The Company will apply to the Stock Exchange for the listing of, or permission to deal in, the Conversion Shares upon full conversion of the Convertible Preference Shares.

If the Conversion Rights are exercised in full (assuming no occurrence of any event which shall adjust the Conversion Price), each of NC Life Insurance, CRAMC and Integrated Asset will become interested in 40,000,000 Ordinary Shares, 40,000,000 Ordinary Shares and 16,000,000 Ordinary Shares, respectively, representing approximately 7.85%, 7.85% and 3.14% of the Company’s issued share capital as at the Latest Practicable Date, and approximately 6.60%, 6.60% and 2.64% of the Company’s issued share capital as enlarged by the allotment and issue of the Conversion Shares upon full conversion of the Convertible Preference Shares (assuming there are no other changes in the issued share capital of the Company).

Set out below are the other major terms of the Convertible Preference Shares:

Conversion The price which each Convertible Preference Share would Price: be initially issued, being HK$4.05.

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LETTER FROM CHINA EVERBRIGHT

Dividend:

The Board may, in its sole discretion, elect not to pay any Dividend in any given year. In the event that the Company elects not pay the Dividend in any given year, the Dividend not paid shall be extinguished and not be carried forward.

Conversion Rights:
Convertible Preference Shares are convertible at the option of the holder at any time after the issue date.

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LETTER FROM CHINA EVERBRIGHT

Compulsory The Company may, at its option but is not obliged to, (i) Conversion: within the first anniversary of the issue date of the relevant Convertible Preference Shares (the “ Issue Date ”), give notice (the “ Compulsory Conversion Notice ”) to any Convertible Preference Shareholder to request he/she/ it to compulsorily convert 30% of the number of Convertible Preference Shares initially subscribed by him/ her/it (for the avoidance of doubt, excluding any additional Convertible Preference Shares subsequently acquired by him/her/it from other Convertible Preference Shareholder(s) through transfer), or such lesser number of Convertible Preference Shares held by him/her/it on the date of such notice, if the Market Price, being the average of the volume-weighted average price per Ordinary Share for the 30 consecutive days, is equal to or higher than 148 per cent. of the Conversion Price; (ii) from the date of the first anniversary of the Issue Date to the date before the second anniversary of the Issue Date, give a Compulsory Conversion Notice to any Convertible Preference Shareholder to request he/she/it to compulsorily convert 30% of the number of Convertible Preference Shares initially subscribed by him/her/it (for the avoidance of doubt, excluding any additional Convertible Preference Shares subsequently acquired by him/her/it from other Convertible Preference Shareholder(s) through transfer), or such lesser number of Convertible Preference Shares held by him/her/it on the date of such notice, if the Market Price is equal to or higher than 148 per cent. of the Conversion Price; (iii) from the date of the second anniversary of the Issue Date to the date before the third anniversary of the Issue Date, give a Compulsory Conversion Notice to any Convertible Preference Shareholder to request he/she/it to compulsorily convert 30% of the number of Convertible Preference Shares initially subscribed by him/her/it (for the avoidance of doubt, excluding any additional Convertible Preference Shares subsequently acquired by him/her/it from other Convertible Preference Shareholder(s) through transfer), or such lesser number of Convertible Preference Shares held by him/her/it on the date of such notice, if (a) the Market Price is equal to or higher than 148 per cent. of the Conversion Price; and (b) no Compulsory Conversion Notice has been given by the Company within the first anniversary of the Issue Date; and (iv) give a Compulsory Conversion Notice to any Convertible Preference Shareholder to request he/she/it to compulsorily convert all Convertible Preference Shares held by him/her/it on the date of such notice if the aggregate Reference Amount of the Convertible Preference Shares held by him/her/it on any day is less than HK$10,000,000.

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LETTER FROM CHINA EVERBRIGHT

Voting:

Further details of the OCT (HK) Subscription Agreement are set out in the section headed “THE NC LIFE INSURANCE SUBSCRIPTION AGREEMENT, THE CRAMC SUBSCRIPTION AGREEMENT AND THE INTEGRATED ASSET SUBSCRIPTION AGREEMENT” of the Letter from the Board.

As set out in the Letter from the Board, the Directors are of the view that the terms of the Convertible Preference Shares Subscription Agreements (including the Preference Share Subscription Price) are on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned, and the Convertible Preference Shares Subscription is in the best interests of the Company and the Shareholders as a whole.

We have also reviewed the major terms of the Convertible Preference Shares Subscription Agreements and discussed with the Management regarding those major terms of the Convertible Preference Shares Subscription Agreements. We are advised that the terms of the Convertible Preference Shares Subscription Agreements were determined by the Company and the independent Preference Share Holders after arm’s length commercial negotiations.

Having considered the above, we are of the view that the terms of the Convertible Preference Shares Subscription Agreements are on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned.

(2) Option Deeds

As set out in the Letter from the Board, OCT (HK) entered into the NC Life Insurance Option Deed, the CRAMC Option Deed and the Integrated Asset Option Deed with each of NC Life Insurance, CRAMC and Integrated Asset on 6 June 2013, pursuant to which, OCT (HK) will grant to each of NC Life Insurance, CRAMC and Integrated Asset the Put Option and each of NC Life Insurance, CRAMC and Integrated Asset will grant the Call Option to OCT (HK) exercisable during the Option Period at the Exercise Price on condition that each of NC Life Insurance, CRAMC or Integrated Asset (as the case may be) has subscribed for the relevant Convertible Preference Shares pursuant to the NC Life Insurance Subscription Agreement, the CRAMC Subscription Agreement or the Integrated Asset Subscription Agreement (as the case may be).

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LETTER FROM CHINA EVERBRIGHT

According to the Option Deeds, in consideration of the grant of the Call Option by the Preference Share Holders to OCT (HK), OCT (HK) hereby irrevocably and unconditionally grants to the Preference Share Holders an option to require OCT (HK) (or a nominee of OCT (HK)) to purchase from the Preference Share Holders, all (but not some only) of the Convertible Preference Shares at the Exercise Price of HK$4.05 per Convertible Preference Shares at any time during the Option Period, subject to the terms and conditions of the Option Deed.

In consideration of the grant of the Put Option by OCT (HK) to the Preference Share Holders, the Preference Share Holders hereby irrevocably and unconditionally grants to OCT (HK) an option to purchase by itself or its nominee(s) all (but not some only) of the Convertible Preference Shares from the Preference Share Holders at the Exercise Price of HK$4.05 per Convertible Preference Shares at any time during the Option Period, subject to the terms and conditions of the Option Deed.

As advised by the Management, the arrangements under the Option Deeds have been determined under arm’s length negotiation between the Preference Share Holders and OCT (HK) with reference to the current volatile capital market condition. As it is commercial arrangements between the Preference Share Holders and OCT (HK), we are of the view that interest of the Company and the Independent Shareholders are not affected by the Option Deeds and transactions contemplated thereunder.

(iii) The Ordinary Shares Subscription Price and the Preference Share Subscription Price

As set out in the Letter from the Board, the Ordinary Shares Subscription Price and the Preference Share Subscription Price of HK$4.05 were arrived at after arm’s length negotiations between the Company and each of OCT (HK) and Preference Share Holders with reference to the average closing price of the Ordinary Shares for the 30 consecutive days and 60 consecutive days up to and including 5 June 2013, being the last trading day (“ Last Trading Day ”) of the Ordinary Shares on the Stock Exchange before the signing of the OCT (HK) Subscription Agreement and the Convertible Preference Shares Subscription Agreements, which represents:–

a premium of approximately 1.25% to the closing price of HK$4.00 per Ordinary Share as quoted on the Stock Exchange on the Last Trading Day;
a discount of approximately 3.80% to the average of the closing prices of approximately HK$4.21 per Ordinary Share for the 5 consecutive trading days up to and including the Last Trading Day;
a discount of approximately 4.93% to the average of the closing prices of approximately HK$4.26 per Ordinary Share for the 30 consecutive trading days up to and including the Last Trading Day;

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LETTER FROM CHINA EVERBRIGHT

a premium of approximately 1.00% to the average of the closing prices of approximately HK$4.01 per Ordinary Share for the 60 consecutive trading days up to and including the Last Trading Day;
equivalent to the closing prices of HK$4.05 per Ordinary Share on the Latest Practicable Date; and
a discount of approximately 6.68% to the Group’s audited consolidated net asset value attributable to the Shareholders per Ordinary Share as at 31 December 2012 of approximately HK$4.34 (based on a total of 509,790,000 Ordinary Shares as at the Latest Practicable Date and the Group’s audited consolidated net asset value attributable to the Shareholders of approximately RMB1.75 billion (equivalent to approximately HK$2.21 billion) as at 31 December 2012.

(iv) Historical Share Price Performance

We have reviewed the movements in closing prices of the Ordinary Shares during the period from the Last Trading Day to the Latest Practicable Date (the “ Review Period ”). The closing prices of the Ordinary Shares during the Review Period are set out below:

==> picture [313 x 165] intentionally omitted <==

----- Start of picture text -----

The Ordinary Shares Subscription Price and
5
the Preference Share Subscription Price = HK$4.05
4
3
2
Closing price (HK$)
2012-6-6 2012-7-6 2012-8-6 2012-9-6 2012-10-6 2012-11-6 2012-12-6 2013-1-6 2013-2-6 2013-3-6 2013-4-6 2013-5-6 2013-6-6
----- End of picture text -----

Source: Website of the Stock Exchange (www.hkex.com.hk)

As shown in the above chart, (i) the highest closing price of the Ordinary Shares during the Review Period were HK$4.9 on 15 February 2013 and 18 February 2013 respectively; and (ii) the lowest closing price of the Ordinary Shares during the Review Period were HK$2.6 on 27 June 2012 and 28 June 2012 respectively.

The Ordinary Shares Subscription Price and the Preference Share Subscription Price of HK$4.05 represents a discount of approximately 17.4% to such highest closing price of the Ordinary Shares and represents a premium of approximately 55.8% over such lowest closing price of the Ordinary Shares.

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LETTER FROM CHINA EVERBRIGHT

(v) Liquidity of the Shares

We have reviewed the historical trading volume of the Ordinary Shares during the Review Period. The average daily trading volume of the Ordinary Shares and the percentages of daily trading volume of the Ordinary Shares as compared to (i) the total number of issued Ordinary Shares held by the public Shareholders as at the Latest Practicable Date and (ii) the total number of issued Ordinary Shares as at the Latest Practicable Date are shown in table below:

				% of the	% of the
				Average
				Volume to		% of the
				total number		Average
				of issued		Volume to
			Average daily	Ordinary		total number
			trading	Shares held		of issued
	No.	of trading	volume (the	by the public		Ordinary
	days in each		“Average	Shareholders		Shares
Month		months	Volume”)	(Note 1)		(Note 2)
			(Number of
			Ordinary
			Shares)		(%)	(%)
2012
June		18	499,349		0.23%	0.10%
July		21	135,714		0.06%	0.03%
August		23	182,957		0.09%	0.04%
September		20	412,100		0.19%	0.08%
October		20	179,100		0.08%	0.04%
November		22	304,821		0.14%	0.06%
December		19	367,164		0.17%	0.07%
2013
January		22	1,235,818		0.58%	0.24%
February		17	755,229		0.35%	0.15%
March		20	405,700		0.19%	0.08%
April		20	315,100		0.15%	0.06%
May		21	604,095		0.28%	0.12%
June:
June (up to and
including the Last
Trading Day)		3	603,667		0.29%	0.12%
June (up to and
including the Latest
Practicable Date)		14	413,857		0.19%	0.08%

Source: Website of the Stock Exchange (www.hkex.com.hk)

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LETTER FROM CHINA EVERBRIGHT

Notes:

Based on 214,896,000 Ordinary Shares held in hands of the public Shareholders as at the Latest Practicable Date.
Based on 509,790,000 Ordinary Share in issue as at the Latest Practicable Date.

As shown above, before the publication of the Announcement, the average daily trading volume of the Ordinary Shares was (i) in the range of approximately 0.06% to approximately 0.58% of the total number of issued Ordinary Shares held by public Shareholders as at Latest Practicable Date; and (ii) in the range of approximately 0.03% to approximately 0.24% of the total number of issued Ordinary Shares as at Latest Practicable Date. As such, we consider, in general, the trading volume of the Ordinary Shares during the Review Period was thin and inactive.

(vi) Comparison with other issue of new shares

In order to further assess the fairness and reasonableness of the Ordinary Shares Subscription Price and the Preference Share Subscription Price, we have reviewed the relevant new share placing and share subscription exercises of ordinary shares under specific mandate announced by companies listed on the Stock Exchange in the past three months immediately preceding the date of the OCT (HK) Subscription Agreement and the Convertible Preference Shares Subscription Agreements which represents a reasonable and meaningful period to reflect the recent stock market condition and sentiment for conducing such equity fund raising activities (“ Placing Comparables ”). We have, to our best effort, identified and made reference to, so far as we are aware, 18 Placing Comparables which is exhaustive and the subscribers/ places of which consist of connected person (as defined in the Listing Rules/ GEM Listing Rules) and/ or independent third parties, both of which we consider appropriate in our analysis since their respective issue price/ subscription price is determined after arm’s length negotiation between the relevant parties. Independent Shareholders should note that the Placing Comparables are not identical to the Company in terms of principal business, operations and financial position. Nevertheless, we consider that the Placing Comparables could provide a general reference for the recent common market practice of companies listed on the Stock Exchange in placing and share subscription exercises under specific mandate and similar stock market conditions. Details of our analyses are set out in the following table:

				Premium
				over/(discount
				to) the 5-day
			Premium	average
			over/(discount	closing price	Whether the
			to) the closing	up to and	subscriber/
			price on the	including the	place is a
	Stock	Date of	last trading	last trading	connected
Company name	code	announcement	date	day	person
			Approximate %	Approximate %	(Yes/No)
Lisi Group (Holdings)
Limited	526	5 March 2013	(6.25)	(1.64)	Yes

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LETTER FROM CHINA EVERBRIGHT

				Premium
				over/(discount
				to) the 5-day
			Premium	average
			over/(discount	closing price	Whether the
			to) the closing	up to and	subscriber/
			price on the	including the	place is a
	Stock	Date of	last trading	last trading	connected
Company name	code	announcement	date	day	person
			Approximate %	Approximate %	(Yes/No)
Convoy Financial Services
Holdings Limited	1019	26 March 2013	(2.54)	3.23	No
Pan Asia Mining Limited	8173	27 March 2013	1.85	1.85	Yes
Zhuhui Holdings Investment
Group Limited	908	10 April 2013	8.13	10.83	Yes
Hsin Chong Construction
Group Limited	404	15 April 2013	(13.8)	(10.7)	No
Branding China Group
Limited	8219	19 April 2013	2.8	2.8	No
Great China Properties
Holdings Limited	21	22 April 2013	(18.67)	(19.95)	Yes
Mongolia Investment Group
Limited	402	29 April 2013	(1.96)	(0.64)	No
Wealth Glory Holdings
Limited	8269	3 May 2013	(3.85)	(1.48)	No
SPG Land (Holdings)
Limited	337	8 May 2013	(50.3)	(44.0)	No
China Huiyuan Juice Group
Limited	1886	23 May 2013	(5.2)	(7.74)	Yes
Winteam Pharmaceutical
Group Limited	570	23 May 2013	(26.9)	(26.3)	Yes
China Taiping Insurance
Holdings Company
Limited	966	27 May 2013	24.5	22.6	Yes
Solartech International
Holdings Limited	1166	27 May 2013	(30.23)	(31.7)	No
China Zenith Chemical
Group Limited	362	28 May 2013	(7.1)	0	No
Yunbo Digital Synergy
Group Limited	8050	2 June 2013	(15.09)	(26.71)	Yes
China Resources and
Transportation Group
Limited	269	14 June 2013	(1.64)	0.67	No
Tonic Industries Holdings
Limited	978	19 June 2013	(36.5)	(36.4)	No
Maximum Premium			24.50	22.60
Maximum Discount			(50.30)	(44.00)
Mean			(10.15)	(9.18)
The Company			1.25	(3.80)

Source: The website of the Stock Exchange (www.hkex.com.hk)

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LETTER FROM CHINA EVERBRIGHT

As illustrated above, the issue price per placing/ subscription share issued under the respective Placing Comparables to the respective share closing price on the last trading day ranges from a discount of approximately 50.3% to a premium of approximately 24.5%, with a mean of approximately 10.15% discount. It is noted that a premium of approximately 1.25% represented by the Ordinary Share Subscription Price and the Preference Share Subscription Price to the closing price of the Ordinary Share on the Last Trading Day falls within the range of that of the Placing Comparables, and higher than the mean of the Placing Comparables.

In addition, the issue price per placing/subscription share issued under the respective Placing Comparables to the respective share closing price on the last 5 trading day ranges from a discount of approximately 44.0% to a premium of approximately 22.6%, with a mean of approximately 9.18% discount. It is noted that a discount of approximately 3.80% represented by the Ordinary Share Subscription Price and the Preference Share Subscription Price to the closing price of the Ordinary Share on the last 5 trading day up to and including the Last Trading Day falls within the range of that of the Placing Comparables, and higher than the mean of the Placing Comparables.

We noted that the Ordinary Shares Subscription Price and the Preference Share Subscription Price of HK$4.05 represent a discount of approximately 6.68% to the Group’s audited consolidated net asset value attributable to the Shareholders per Ordinary Share as at 31 December 2012 of approximately HK$4.34 (“ NAV Per Share ”) Having considered that (i) it is very common for the shares of Hong Kong-listed companies engaged in properties development business in the PRC are trading at discount to their respective net assets value per share; (ii) the Ordinary Shares Subscription Price and the Preference Share Subscription Price, which were arrived at after arm’s length negotiations between the Company and each of OCT (HK) and Preference Share Holders with reference to the average closing price of the Ordinary Shares for the 30 consecutive days and 60 consecutive days up to and the Last Trading Day, is higher than the average closing price of Ordinary Share during the Review Period; and (iii) the Ordinary Shares Subscription Price and the Preference Share Subscription Price represents a premium of approximately 1.25% to the closing price of HK$4.00 per Ordinary Share as quoted on the Stock Exchange on the Last Trading Day, we are of the view that such discount to the NAV Per Share is justifiable and acceptable.

In view of the results of our analysis on historical Share price movement and trading liquidity under the Review Period, and the market comparison as presented above, together with the fact that the Ordinary Shares Subscription Price and the Preference Share Subscription Price represents a premium of approximately 1.25% to the closing price of HK$4.00 per Ordinary Share as quoted on the Stock Exchange on the Last Trading Day, we are of the opinion that the Ordinary Shares Subscription Price and the Preference Share Subscription Price is acceptable and is fair and reasonable so far as the Company and the Shareholders are concerned.

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LETTER FROM CHINA EVERBRIGHT

(vii) Financing alternatives

We understand from the Management that various alternative funding approaches have been considered, which included the conduct of rights issue or an open offer, and the raising of bank loans. Nonetheless, we are advised by the Management that (i) rights issue or an open offer takes considerable time to complete and may involve underwriting commission expenses; and (ii) the raising of bank loans would further increase the gearing and interest expanse of the Group. Accordingly, the Management considers that Ordinary Shares Subscription and the Convertible Preference Shares Subscription, which (i) would not impose substantial interest burden or deteriorate the gearing position of the Group as debt financing; and (ii) involves lesser parties and no underwriting or placing commission, and is comparatively simpler and less time consuming and cumbersome when compared with rights issue or open offer, is the best approach to enhance the general working capital and the financial flexibility of the Group.

(c) Possible financial effects of the Ordinary Shares Subscription and the Convertible Preference Shares Subscription

(i) Effect on net asset value

According to 2012 AR, the Group’s audited consolidated net asset value attributable to the Shareholders of approximately RMB1.75 billion (equivalent to approximately HK$2.21 billion) as at 31 December 2012.

As advised by the Management, the issuance of Ordinary Shares and Convertible Preference Shares are treated as equity of the Company according to the accounting policy of the Company. Therefore, it is expected that upon completion of the Ordinary Shares Subscription and the Convertible Preference Shares Subscription, the Group’s consolidated net asset value attributable to the Shareholders will be increased as the Ordinary Shares Subscription and the Convertible Preference Shares Subscription would increase the total assets and share capital of the Company.

(ii) Effect on working capital

Immediately upon completion of the Ordinary Shares Subscription and the Convertible Preference Shares Subscription, the Group’s working capital is expected to be improved by approximately HK$950.8 million as a result of the cash inflow from the net proceeds from the Ordinary Shares Subscription and the Convertible Preference Shares Subscription.

(iii) Dilution of shareholding of the Independent Shareholders resulting from the Ordinary Shares Subscription and conversion of the Convertible Preference Shares

Based on the shareholding structure of the Company as set out in the Letter from the Board, as at the Latest Practicable Date, 214,896,000 Ordinary Shares were held by the public Shareholders, representing approximately 42.15% of the issued share capital

– 43 –

LETTER FROM CHINA EVERBRIGHT

of the Company. The shareholding of the existing public Shareholders will decrease to approximately 28.8% upon completion of the Ordinary Shares Subscription and conversion of the Convertible Preference Shares.

Having considered that (i) the reasons for and benefits of the Ordinary Shares Subscription and the Convertible Preference Shares Subscription; (ii) the Ordinary Shares Subscription and the Convertible Preference Shares Subscription is a good opportunity for the Company to raise additional equity funding under the challenging capital market environment whilst broadening the shareholder base and the capital base of the Company; (iii) the terms of the OCT (HK) Subscription Agreement and the Convertible Preference Shares Subscription Agreements are fair and reasonable so far as the Independent Shareholders are concerned; and (iv) the positive impact on the Group’s working capital and the net assets upon completion of the Ordinary Shares Subscription and the Convertible Preference Shares Subscription, we are of the view that the aforementioned level of dilution to the shareholding interests of the existing public Shareholders would be balanced by the potential benefits to the Shareholders and hence is acceptable and justifiable.

OUR RECOMMENDATIONS

Taking into consideration of the above mentioned principal factors and reasons, we are of the view that (i) terms of the OCT (HK) Subscription Agreement and the Convertible Preference Shares Subscription Agreements are on normal commercial terms and are fair and reasonable so far as the Company and the Independent Shareholders are concerned; and (ii) the Ordinary Shares Subscription and the Convertible Preference Shares Subscription are in the interests of the Company and the Independent Shareholders as a whole. Accordingly, we recommend the Independent Shareholders, as well as the Independent Board Committee to advise the Independent Shareholders, to vote in favour of the resolutions to be proposed at the EGM to approve the Ordinary Shares Subscription and the Convertible Preference Shares Subscription.

Yours faithfully, For and on behalf of China Everbright Capital Limited Alvin Kam Director

– 44 –

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 executives’ interests and short positions in securities of the Company and its associated corporations

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 for Securities Transactions by Directors of Listed Companies.

(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 and underlying shares of the Company

			Approximate
			% of issued
			share
			capital of
Name of Substantial		No. of	the
Shareholders	Capacity/Nature	shares held	Company
Pacific Climax (Note 1)	Beneficial owner	294,894,000	57.85%

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GENERAL INFORMATION

APPENDIX

			Approximate
			% of issued
			share
			capital of
Name of Substantial		No. of	the
Shareholders	Capacity/Nature	shares held	Company
OCT (HK)	Beneficial owner	236,000,000	46.29%
	(Note 6)
	Interest of a	294,894,000	57.85%
	controlled
	corporation
	(Note 2)
Shenzhen Overseas	Interest of a	530,894,000	104.13%
Chinese Town Company	controlled
Limited (“OCT Ltd”)	corporation
	(Note 3)
Overseas Chinese Town	Interest of a	530,894,000	104.13%
Enterprises Company	controlled
(“OCT Group”)	corporation
	(Note 4)
NC Life Insurance	Beneficial owner	40,000,000	7.85%
		(Note 7)
CRAMC	Beneficial owner	40,000,000	7.85%
		(Note 8)
UBS AG	Interest of a	51,162,000	10.04%
	controlled
	corporation
	(Note 5)

Notes:

(1) Ms. Xie Mei, being an executive 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 these Shares for the purpose of the SFO. Ms. Wang Xiaowen and Ms. Xie Mei, both being executive 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 all the Shares which are beneficially owned by Pacific Climax and OCT (HK) for the purpose of the SFO. OCT Ltd is a company incorporated in the PRC, the shares of which are listed on the Shenzhen Stock Exchange. OCT Ltd is a subsidiary of OCT Group.

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GENERAL INFORMATION

APPENDIX

(4) OCT Group is the beneficial owner of 56.62% of the issued shares in OCT Ltd, which is the beneficial owner of all the issued share capital in OCT (HK) and in turn, the beneficial owner of all the issued share capital in Pacific Climax. Therefore, OCT Group is deemed, or taken to be interested in all the Shares which are beneficially owned by Pacific Climax and OCT (HK) for the purpose of the SFO.
(5) The interest of UBS AG is derived from the interests in 38,708,000 Shares, 8,920,000 Shares and 3,534,000 Shares (total: 51,162,000 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 directly wholly-owned by UBS AG. Therefore, UBS AG is deemed, or taken to be interested in the total of 51,162,000 Shares for the purpose of the SFO.
(6) These Shares represent (i) the 140,000,000 Shares to be allotted and issued to OCT (HK) under the OCT (HK) Subscription Agreement; and (ii) the 96,000,000 Shares which may be allotted and issued to OCT (HK) upon exercise in full the conversion rights attaching to the Convertible Preference Shares (assuming that none of NC Life Insurance, the CRAMC and Integrated Asset has converted any Convertible Preference Shares issued and allotted to them and OCT (HK) has exercised its right granted under the Option Deeds to purchase all of the Convertible Preference Shares from NC Life Insurance, the CRAMC and Integrated Asset during the Option Period).
(7) These Shares represent the 40,000,000 Shares to be allotted and issued to NC Life Insurance upon exercise in full the conversion rights attaching to the Convertible Preference Shares pursuant to the NC Life Insurance Subscription Agreement.
(8) These Shares represent the 40,000,000 Shares to be allotted and issued to CRAMC upon exercise in full the conversion rights attaching to the Convertible Preference Shares pursuant to the CRAMC Subscription Agreement.

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GENERAL INFORMATION

APPENDIX

Short position in the shares and underlying shares of the Company

			Approximate
			% of issued
			share
			capital of
Name of Substantial		No. of	the
Shareholders	Capacity/Nature	shares held	Company
NC Life Insurance	Beneficial owner	40,000,000	7.85%
		(Note 1)
CRAMC	Beneficial owner	40,000,000	7.85%
		(Note 2)

Notes:

(1) Pursuant to the NC Life Insurance Option Deed, NC Life Insurance has been granted with the right to require OCT (HK) to purchase all of the Convertible Preference Shares held by NC Life Insurance during the Option Period at the Exercise Price. Accordingly, NC Life Insurance has a short position in the 40,000,000 Convertible Preference Shares (assuming that none of the Convertible Preference Shares issued and allotted to NC Life Insurance has been converted).
(2) Pursuant to the CRAMC Option Deed, CRAMC has been granted with the right to require OCT (HK) to purchase all of the Convertible Preference Shares held by CRAMC during the Option Period at the Exercise Price. Accordingly, CRAMC has a short position in the 40,000,000 Convertible Preference Shares (assuming that none of the Convertible Preference Shares issued and allotted to CRAMC has been converted).

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 as at the Latest Practicable Date.

3. COMPETING INTERESTS

As at the Latest Practicable Date, so far as the Directors are aware, none of the Directors or their respective associates has any interest in any business which competes or is likely to compete with the businesses 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 statutory compensation).

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GENERAL INFORMATION

APPENDIX

5. INTEREST IN THE GROUP’S ASSETS OR CONTRACTS OR ARRANGEMENTS SIGNIFICANT TO THE GROUP

As at the Latest Practicable Date, none of the Directors or the expert as named in the paragraph headed “Expert and Consent” in this appendix had any interest, direct or indirect, in any assets which have been, since 31 December 2012 (being the date to which the latest published audited accounts of the Company were made up), acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group.

As at the Latest Practicable Date, none of the Directors was materially interested in any contract or arrangement entered into by any member of the Group subsisting at the date of this circular and which is significant in relation to the businesses of the Group.

6. LITIGATION

As at the Latest Practicable Date, so far as the Directors are aware, the Group was not engaged in any litigation or claims of material importance, and so far as the Directors are aware, no litigation or claims of material importance is pending or threatened against the Group.

7. 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 2012 (being the date to which the latest published audited accounts of the Company were made up).

8. EXPERT AND CONSENT

(a) The following is the qualification of the expert which has given its opinions which

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, opinion, report and references to its name in the form and context in which they are included.

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GENERAL INFORMATION

APPENDIX

(d) The letter given by China Everbright is given as of the date of this circular for incorporation in this circular.

9. GENERAL

(a) The company secretary and the qualified accountant of the Company is Mr. Fong Fuk Wai, who is a fellow member of the Hong Kong Institute of Certified Public Accountants.
(b) The Company’s registered office is at Clifton House, 75 Fort Street, PO Box 1350 GT, George Town, Grand Cayman, Cayman Islands. The head office and principal place of business is at Suites 3203-3204, Tower 6, The Gateway, Harbour City, Canton Road, Tsimshatsui, Kowloon, Hong Kong.
(c) The Hong Kong branch share registrar and transfer office of the Company is Computershare Hong Kong Investor Services Limited 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.

10. 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 office of the Company in Hong Kong at Suites 3203-3204, Tower 6, The Gateway, Harbour City, Canton Road, Tsimshatsui, Kowloon, Hong Kong from the date of this circular up to and including the date of the EGM:

(a) the memorandum and articles of association of the Company;
(b) the letter from the Board, the text of which is set out on pages 8 to 24 of this circular;
(c) the letter from the Independent Board Committee, the text of which is set out on pages 25 to 26 of this circular;
(d) the letter of advice from China Everbright, the text of which is set out on pages 27 to 44 of this circular;
(e) the written consent referred to in the paragraph headed “Expert and Consent” in this appendix;
(f) the NC Life Insurance Subscription Agreement;
(g) the CRAMC Subscription Agreement;
(h) the Integrated Asset Subscription Agreement;

– 50 –

GENERAL INFORMATION

APPENDIX

(i) the OCT (HK) Subscription Agreement;
(j) the NC Life Insurance Option Deed;
(k) the CRAMC Option Deed;
(l) the Integrated Asset Option Deed;
(m) the final draft of the new memorandum and articles of association of the Company; and
(n) this circular.

– 51 –

NOTICE OF THE EGM

==> picture [236 x 59] 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 Ching Room, 4/F, Sheraton Hong Kong Hotel, 20 Nathan Road, Kowloon, Hong Kong on Friday, 19 July 2013 at 11:00 a.m. for considering and, if thought fit, passing, with or without amendments, the following resolutions numbered 1 to 9 as ordinary resolutions of the Company and the following resolution numbered 10 as special resolution of the Company:

ORDINARY RESOLUTIONS

“ THAT
(i) 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 (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 the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and
(ii) 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 NC Life Insurance Subscription Agreement and the transactions contemplated thereunder.”
“ THAT
(i) 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

for identification purpose only

– 52 –

NOTICE OF THE EGM

relation to the subscription of 40,000,000 Convertible Preference Shares at a subscription price of HK$4.05 (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 the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and

(ii) 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 CRAMC Subscription Agreement and the transactions contemplated thereunder.”
“ THAT
(i) 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 (a copy of which has been produced to the Meeting marked “C” and initialed by the Chairman of the Meeting for the purpose of identification) and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and
(ii) 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 Integrated Asset Subscription Agreement and the transactions contemplated thereunder.”
“ THAT
(i) 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 (the “Subscription Shares”) at a subscription price of HK$4.05 (a copy of which has been produced to the Meeting marked “D” and initialed by the Chairman of the Meeting for the purpose of identification) and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and
(ii) 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

– 53 –

NOTICE OF THE EGM

their opinion necessary, desirable or expedient to implement and/or give effect to the terms of the OCT (HK) Subscription Agreement and the transactions contemplated thereunder.”

“ THAT conditional upon the passing of ordinary resolutions no. 1 and no. 9, and the passing of special resolution no. 10 set out in the notice convening the Meeting, the allotment and issue of the 40,000,000 Convertible Preference Shares to NC Life Insurance pursuant to the terms and conditions of the NC Life Insurance Subscription Agreement be and is hereby approved and each of the Directors be and is hereby authorised to take all steps necessary or expedient in his/her opinion to implement and/or give effect to the issue of the Convertible Preference Shares including but not limited to the allotment and issue of 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.”
“ THAT conditional upon the passing of ordinary resolutions no. 2 and no. 9, and the passing of special resolution no. 10 set out in the notice convening the Meeting, the allotment and issue of the 40,000,000 Convertible Preference Shares to CRAMC pursuant to the terms and conditions of the CRAMC Subscription Agreement be and is hereby approved and each of the Directors be and is hereby authorised to take all steps necessary or expedient in his/her opinion to implement and/or give effect to the issue of the Convertible Preference Shares including but not limited to the allotment and issue of 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.”
“ THAT conditional upon the passing of ordinary resolutions no. 3 and no. 9, and the passing of special resolution no. 10 set out in the notice convening the Meeting, the allotment and issue of the 16,000,000 Convertible Preference Shares to Integrated Asset pursuant to the terms and conditions of the Integrated Asset Subscription Agreement be and is hereby approved and each of the Directors be and is hereby authorised to take all steps necessary or expedient in his/her opinion to implement and/or give effect to the issue of the Convertible Preference Shares including but not limited to the allotment and issue of 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.”
“ THAT conditional upon the passing of ordinary resolution no. 4 set out in the notice convening the Meeting, the allotment and issue of the 140,000,000 Subscription Shares to OCT (HK) pursuant to the terms and conditions of the OCT (HK) Subscription Agreement be and is hereby approved and each of the Directors be and is hereby authorised to take all steps necessary or expedient in his/her opinion to implement and/or give effect to the issue of the 140,000,000 Subscription Shares.”

– 54 –

NOTICE OF THE EGM

“ THAT conditional upon the passing of ordinary resolutions no. 1 to no. 3 set out in the notice convening the Meeting:
(i) the authorised share capital of the Company be and is hereby increased 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, having the rights and restrictions as set out in the articles of association of the Company to be amended pursuant to special resolution no. 10 set out in the notice convening the Meeting, such that following such increase, the authorised share capital of the Company will be HK$209,600,000 consisting of 2,000,000,000 ordinary shares of HK$0.10 each and 96,000,000 Convertible Preference Shares of HK$0.10 each; and
(ii) the directors of the Company be and are hereby authorised for and on behalf of the Company to sign and execute all such documents, instruments and agreements, and to do all such acts or things, as they may consider necessary, appropriate, desirable or expedient to give effect to or in connection with item (i) of this ordinary resolution”

SPECIAL RESOLUTION

“ THAT conditional upon the passing of ordinary resolutions no. 1 to no. 3, no. 5 to no. 7 and no. 9 set out in the notice convening the Meeting,
(i) the existing memorandum of association (“Memorandum of Association”) and articles of association (“Articles of Association”) of the Company be amended in the following manner:
- (A) Memorandum of Association

By deleting the existing clause 7 of the Memorandum of Association in its entirety and replacing therewith the following new clause 7:

‘7. The authorised share capital of the Company is HK$209,600,000 consisting of 2,000,000,000 ordinary shares of HK$0.10 each and 96,000,000 non-voting convertible preference shares of HK$0.10 each with the power for the Company to increase or reduce the said capital and to issue any part of its capital, original or increased, with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions; and so that, unless the condition of issue shall otherwise expressly declare, every issue of shares, whether declared to be preference or otherwise, shall be subject to the power hereinbefore contained.’

– 55 –

NOTICE OF THE EGM

(B) Articles of Association

(a) Article 1(b)

By adding the following new definition of ‘Convertible Preference Share(s)’ after the definition of “Company” in Article 1(b) of the Articles of Association:

‘“Convertible Preference Share(s)” means convertible preference share(s) of HK$0.10 each in the capital of the Company, the rights of which are set out in Article 3A;’

(b) Article 3A

By adding the following new Article 3A immediately after the existing Article 3 of the Articles of Association:

‘3A. The Convertible Preference Shares shall be non-voting shares and shall not carry any right or preference save as set out herein. Unless the context otherwise requires:

(1) INTERPRETATION

In these Terms, unless the context otherwise requires, the following expressions which apply exclusively to these Terms shall have the following meanings:

(A) “Articles” means the articles of association for the time being adopted by the Company and as amended from time to time;

“Board” means the board of Directors as constituted from time to time or as the context may require the majority of Directors present and voting at a meeting of the Directors at which a quorum is present;

“CCASS” means the Central Clearing and Settlement System operated by the Hong Kong Securities Clearing Company Limited;

“Certificate” means a certificate issued by the Company in the name of the Convertible Preference Shareholder in respect of his/ her/ its holding of one or more Convertible Preference Shares;

– 56 –

NOTICE OF THE EGM

“Closing Price” for the Ordinary Shares for any Dealing Day shall be the price published in the daily quotation sheet published by the Relevant Stock Exchange, or, in the absence of any such published closing price, the last published closing price;

“Compulsory Conversion Date” means, subject to Article 3A(5A)(D) and Article 3A(5)(G), 12:00 noon on the Business Day immediately following the date of the delivery of all items referred to in Article 3A(5A)(C);

“Conversion Date” means, subject to Article 3A(5)(G), 12:00 noon on the Business Day immediately following the date of the surrender of the relevant Certificate and delivery of the Conversion Notice therefor accompanied by the items referred to in Article 3A(5)(B); “Conversion Notice” means a notice, in such form as the Directors may from time to time specify, duly completed by a Convertible Preference Shareholder stating that it wishes to exercise the Conversion Right in respect of Convertible Preference Shares;

“Conversion Number” means, in relation to any Convertible Preference Share, such number of Ordinary Shares as may, upon exercise of the Conversion Right, be converted at the Conversion Price in force on the relevant Conversion Date;

“Conversion Period” means, in respect of any Convertible Preference Share, any time commencing from 3:00 p.m. (Hong Kong time) on the Business Day immediately after the date of issue of such Conversion Preference Share and up to 4:00 p.m. (Hong Kong time) on the date (except the date where the Register is closed) of all Convertible Preference Shares being converted or purchased in full (or such earlier date as may be required under the Statutes);

“Conversion Price” means the price at which each Convertible Preference Share was initially issued, being HK$4.05 (based on a fixed exchange rate of HK$100 to RMB79.57, the RMB equivalent initial

– 57 –

NOTICE OF THE EGM

Conversion Price is RMB3.22 per Convertible Preference Share), subject to any adjustment in accordance with these Terms, for the avoidance of doubt, the Converting Shareholder(s) is/are not required to pay any additional money upon conversion of the Convertible Preference Share(s) to Ordinary Share(s);

“Conversion Right” means the right, subject to the provisions of the Terms, the Statutes and to any other applicable fiscal or other laws or regulations to convert at any time during the Conversion Period any Convertible Preference Share at the Conversion Price;

“Conversion Share(s)” means Ordinary Share(s) to be issued upon an exercise of the Conversion Rights;

“Convertible Preference Share(s)” means the non-voting convertible preference share(s) of par value HK$0.10 each in the share capital of the Company, the rights of which are set out in these Terms;

“Convertible Preference Shareholder” means a person or persons who is or are registered in the Preference Register as a holder or jointholders of Convertible Preference Shares;

“Converting Shareholder” means a Convertible Preference Shareholder all or some of whose Convertible Preference Shares are being or have been converted;

“Dealing Day” means a day on which the Relevant Stock Exchange is open for business and on which trading in the Ordinary Shares or other relevant securities is not suspended;

“Directors” means the board of directors of the Company or the directors present at a meeting of directors at which a quorum is present;

“Dividend” means any dividend payable or distribution made pursuant to Article 3A(2);

– 58 –

NOTICE OF THE EGM

“Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China;

“Hong Kong Stock Exchange” means The Stock Exchange of Hong Kong Limited;

“Issue Date” means, in respect of any Convertible Preference Share, the date on which the Convertible Preference Share is allotted and issued;

“Listing Rules” means the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange;

“Ordinary Share(s)” means fully paid ordinary share(s) of HK$0.10 each (or of such other nominal value in which such ordinary shares are for the time being denominated following any consolidation or sub-division which gives rise to an adjustment to the Conversion Price in accordance with Article 3A(7) in the Company of the class listed on the Hong Kong Stock Exchange or, where the context so requires, shares resulting from the re-designation or re-classification of all the Ordinary Shares outstanding, provided that if all of the Ordinary Shares are replaced by other securities (all of which are identical)), the expression “Ordinary Share(s)” shall thereafter refer to those other securities;

“outstanding” means in relation to the Convertible Preference Shares, all the Convertible Preference Shares issued other than:

(a) those in respect of which Conversion Rights have been exercised and which have been cancelled; or
(b) those which have been purchased and cancelled as provided in Article 3A(9);

“Pari Passu Share(s)” means share(s) ranking pari passu as regards income with the Convertible Preference Shares;

– 59 –

NOTICE OF THE EGM

“Preference Register” means the register of Convertible Preference Shareholders required to be maintained by the Company pursuant to Article 3A(17)(B); “Record Date” means the date and time by which a subscriber, transferee or holder of securities of the class in question would have to be registered in order to participate in or be entitled to the relevant distribution or rights;

“Registrar’s Office” means the office of Computershare Hong Kong Investor Services Ltd at 1712-1716, 17th Floor Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, the Hong Kong branch share registrar of the Company, or such office of such person or such other person as the Company may from time to time designate; “Reference Amount” means HK$4.05, being the price at which each Convertible Preference Share was initially issued, provided that if at any time there shall be an alteration in the nominal value of a Convertible Preference Share, the Reference Amount immediately before the alteration shall be adjusted by multiplying it by a fraction of which the numerator shall be the nominal value of one Convertible Preference Share immediately after such alteration and of which the denominator shall be the nominal value of one Convertible Preference Share immediately before such alteration;

“Register” means the principal register and any branch register of Shareholders of the Company to be maintained at such place within or outside the Cayman Islands as the Board shall determine from time to time;

“Relevant Convertible Preference Shares” means a Convertible Preference Share which is to be converted pursuant to a Conversion Notice or a Compulsory Conversion Notice (as defined in Article 3A(5A)(A)) (as the case may be);

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NOTICE OF THE EGM

“Relevant Jurisdiction” means a jurisdiction in which the Company or any of its subsidiaries is incorporated, carries on business or holds any assets;

“Relevant Stock Exchange” means (A) the stock exchange on which the Ordinary Shares are at the relevant time principally traded, as determined by the Company, or (B) if, for the purposes of Article 3A(7), the consideration at which any shares or securities are or are to be issued or transferred, or the relevant exercise, exchange or subscription price, if any, for such shares or securities, is to be fixed by reference to the price of such shares or securities on a particular stock exchange, that stock exchange;

“RMB” means Renminbi, the lawful currency of the People’s Republic of China;

“Shareholder” means the person who is duly registered in the Register as holder for the time being of any Ordinary Share or Ordinary Shares and includes persons who are jointly so registered and “Shareholders” means 2 or more of them; “Statutes” means the Companies Law, Chapter 22 (Laws 3 of 1961, as consolidated and revised) of the Cayman Islands, as amended from time to time, and every other act of the legislature of Hong Kong or the Cayman Islands for the time being in force applying to or affecting the Company and/or its memorandum of association and/or the Articles;

“Takeovers Code” means the Code on Takeovers and Mergers issued by the Securities and Futures Commission of Hong Kong (as may be amended from time to time);

“Terms” means the terms of issue, rights and privileges of the Convertible Preference Shares and the restrictions to which they are subject as set out herein and as may be amended from time to time; and

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(B) In these Terms, references to:

“distribution” include references to any dividend or other distribution (including a distribution in specie) or capitalisation issue;

“paragraphs” are references to the paragraphs of these Terms;

“property” include references to shares, securities, cash and other assets or rights of any nature; and

“dates” and “times” are to dates and times in Hong Kong.

(2) INCOME AND DIVIDEND

(A) Subject to the Statues and Article 3A(2)(C), each Convertible Preference Share shall confer on the Convertible Preference Shareholder thereof the right to receive out of the funds of the Company available for distribution and resolved to be distributed a fixed preferential dividend at the rate of 5 per cent. per annum on the Reference Amount pari passu with other Pari Passu Shares but otherwise in priority to any other class of shares in the capital of the Company from time to time in issue (including the Ordinary Shares). The Convertible Preference Shares shall not entitle the Convertible Preference Shareholders thereof to any further or other right of participation in the profits of the Company.
(B) Subject to Article 3A(2)(C), the Dividend shall accrue from day to day and shall be calculated on the basis of a 365 day year and any Dividend accrued in respect of any year ending on 31 December shall be payable in HK dollars annually in arrears on 15 April of the following year (or the Business Day immediately before 15 April if such date is not a Business Day).
(C) The Board may, in its sole discretion, elect not to pay any Dividend in any given year. In the event that the Company elects not to pay the Dividend in any given year, the Dividend not paid shall be extinguished and not be carried forward.

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(3) CAPITAL

(4) RANKING

The Company shall not (unless such sanction has been given by the Convertible Preference Shareholders as would be required for a variation of the special rights attaching thereto or unless otherwise provided in the Articles) create or issue any shares ranking as regards order in the participation in the profits of the Company or in the assets of the Company on a winding-up or otherwise in priority to the Convertible Preference Shares, but the Company may create or issue, without obtaining the consent of the Convertible Preference Shareholders, shares ranking pari passu in all respects (including as to class) with the Convertible Preference Shares and the existing and further Ordinary Shares.

(5) CONVERSION

(A) Each Convertible Preference Share shall confer on the holder thereof the Conversion Right.
(B) Subject to Article 3A(5)(D), any Convertible Preference Shareholder may exercise the Conversion Right in respect of all or part (any conversion in part being in amounts of or integral multiples of 2,000 Convertible Preference Shares or such other number as may for the time being a board lot of Ordinary Shares traded on the Hong Kong Stock Exchange or such other stock exchange which in the opinion of the Board is the principal stock exchange on which the Ordinary Shares are listed or traded, and the aggregate Reference Amount of the Relevant Convertible Preference Shares be not less than

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HK$10,000,000) of the Convertible Preference Shares held by him/ her/ it at any time during the Conversion Period subject to the provisions of the Statutes and any other applicable fiscal and other laws and regulations by delivering a duly signed and completed Conversion Notice to the Company accompanied by: (a) the Certificates in respect of the Relevant Convertible Preference Shares and such other evidence (if any) as the Directors may reasonably require to prove the title of the person exercising such right (or, if such Certificates have been lost or destroyed, such evidence of title and such indemnity as the Directors may reasonably require); and
(b) banker’s cashier orders or similar instruments payable to the Company in respect of all taxes and stamp, issue and registration duties (if any) arising on conversion.

A Conversion Notice shall not be effective if:

(i) it is not accompanied by the Certificates in respect of the Relevant Convertible Preference Shares and such other evidence (if any) as the Directors may reasonably require to prove the title of the person exercising such right (or, if such Certificates have been lost or destroyed, such evidence of title and such indemnity as the Directors may reasonably require);
(ii) it is not accompanied by banker’s cashier orders or similar instruments payable to the Company in respect of all taxes and stamp, issue and registration duties (if any) arising on conversion; and
(iii) it does not include a declaration and confirmation that (a) the beneficial owner of the Relevant Convertible Preference Shares, and of the Conversion Shares, is not a resident or national of any foreign jurisdiction where the exercise of the Conversion Rights attached to the Relevant Convertible Preference Shares is prohibited

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by any law or regulation of that jurisdiction or where compliance with such laws or regulations would require filing or other action by the Company; or that delivery of the Relevant Convertible Preference Shares or Conversion Shares will not result in a breach of any exchange control, fiscal or other laws or regulations for the time being applicable; and (b) to the extent that following such exercise, it and its parties acting in concert, taken together, will not control or be interested in 30% or more of the entire issued share capital of the Company or otherwise trigger a mandatory offer obligation under Rule 26 of the Takeovers Code.

(C) The number of Conversion Shares to be issued on each conversion shall be determined by dividing the aggregate Reference Amount of the Relevant Convertible Preference Shares by the Conversion Price applicable on the Conversion Date provided that no fraction of an Ordinary Share arising on conversion shall be allotted and all fractional entitlements shall be dealt with in accordance with Article 3A(12).
(D) Conversion of the Convertible Preference Shares shall be effected in such manner as the Directors shall subject to these Terms, the Articles, the Statutes and to any other applicable law and regulations, from time to time determine provided that no conversion shall take place if (i) to do so would result in the Conversion Shares being issued at a price below their nominal value as at the applicable Conversion Date; (ii) to the extent that following such exercise, the relevant Convertible Preference Shareholder(s) and parties acting in concert with it, taken together, control or be interested in 30% or more of the entire issued share capital of the Company or otherwise trigger a mandatory offer obligation under Rule 26 of the Takeovers Code; or (iii) if immediately after such conversion, the public float of the Ordinary Shares falls below the minimum public float requirements stipulated under the Listing Rules or as required by the Hong Kong Stock Exchange. For the avoidance of doubt, the Company shall have the

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right not to issue any Conversion Share(s) to such holder(s) of the Convertible Preference Share(s) exercising the Conversion Rights in any of the circumstances specified in (i), (ii) or (iii) above in this Article 3A(5)(D).

(E) Mechanics of Conversion: the Company shall repurchase the Relevant Convertible Preference Shares and in consideration of which the Company shall issue to the relevant Converting Shareholder all Conversion Shares issuable upon such conversion in accordance with this Article 3A(5).
(F) The Company shall allot and issue the Conversion Shares to the Converting Shareholder and shall register the Converting Shareholder as holder(s) of the relevant number of Conversion Shares in the Company’s share register and procure that certificates in respect of the Conversion Shares, together with a new Certificate for any unconverted Convertible Preference Shares comprised in the Certificate(s) surrendered by the Converting Shareholder, are issued within 14 Business Days after the relevant Conversion Date. Such conversion shall be deemed to have been made at the close of business on the date of which the register of Shareholders of the Company is updated, and the person entitled to receive the Conversion Shares issuable upon such conversion shall be treated, for all purposes, as the record holder of such Conversion Shares on such date (the “ Entry Date ”). If the Converting Shareholder has also requested in the Conversion Notice, and to the extent permitted under the rules and procedures of the CCASS effective from time to time, all necessary actions should be taken to procure delivery of the Conversion Shares through the CCASS for so long as the Ordinary Shares are listed on the Hong Kong Stock Exchange.
(G) If and whenever any conversion takes place after the occurrence of any event falling within any sub-provision of Article 3A(7)(A) but before the amount of the relevant adjustment to the Conversion Price (if any) shall have been calculated in accordance with the provisions of Article 3A(7)(A), the Conversion Date shall be

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deemed to fall on the Business Day after the date the adjustment made to the Conversion Price in respect of the relevant event has become effective.

(H) In the event a notice is given by the Company to its Shareholders to convene a general meeting for the purposes of considering, and if thought fit, approving a resolution to voluntarily wind-up the Company, the Company at the same time it despatches such notice to each Shareholder shall give notice thereof to all Convertible Preference Shareholders (together with a notice of the existence of the provisions of this Article 3A(5)(H)) and thereupon, each Convertible Preference Shareholder shall be entitled to exercise all or any of his/ her/ its Conversion Rights at any time not later than five Business Days prior to the date of the general meeting of the Company by providing the Company a Conversion Notice duly completed and executed together with the Certificates, cashier orders and, where appropriate, other items listed in Article 3A(5)(B)(a) and (b) whereupon the Company shall, subject to the Statutes, as soon as possible and, in any event, no later than the Business Day immediately prior to the date of the general meeting, allot the Conversion Shares to the Relevant Convertible Preference Shareholders credited as fully paid. There shall not be any issuance of Conversion Shares and/or alteration in the status of the Shareholders after the commencement of winding-up unless permitted under the Statutes.

(I) Effective on the Conversion Date, the rights of the Converting Shareholder in respect of Convertible Preference Shares which the Conversion Rights have been exercised shall cease. For the avoidance of doubt, the right of the relevant Converting Shareholder to Dividend shall cease to accrue from the Conversion Date in respect of the Convertible Preference Shares being the subject of the Conversion Notice. Any Dividend accrued and payable to the relevant Converting Shareholder in respect of the Convertible Preference Shares being the subject of the Conversion Notice before the Conversion Date in any given year ending on 31 December shall be payable to the relevant Converting Shareholder on 15 April of the

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following year (or the Business Day immediately before 15 April if such date is not a Business Day) out of the funds of the Company available for distribution and resolved to be distributed. The relevant Conversion Shares shall be credited as fully paid and rank pari passu in all respects with the Ordinary Shares then in issue save that they shall not entitle the holders to any dividend or other distribution declared, paid or made upon the Ordinary Shares prior to the relevant Entry Date of such Conversion Shares.

(5A) COMPULSORY CONVERSION

(A) The Company may, at its option but is not obliged to, (i) within the first anniversary of the Issue Date, give notice (the “ Compulsory Conversion Notice ”) to any Convertible Preference Shareholder to request he/she/it to compulsorily convert 30% of the number of Convertible Preference Shares initially subscribed by him/ her/ it (for the avoidance of doubt, excluding any additional Convertible Preference Shares subsequently acquired by him/ her/ it from other Convertible Preference Shareholder(s) through transfer), or such lesser number of Convertible Preference Shares held by him/ her/ it on the date of such notice, if the Market Price is equal to or higher than 148 per cent. of the Conversion Price; (ii) from the date of the first anniversary of the Issue Date to the date before the second anniversary of the Issue Date, give a Compulsory Conversion Notice to any Convertible Preference Shareholder to request he/she/it to compulsorily convert 30% of the number of Convertible Preference Shares initially subscribed by him/ her/ it (for the avoidance of doubt, excluding any additional Convertible Preference Shares subsequently acquired by him/ her/ it from other Convertible Preference Shareholder(s) through transfer), or such lesser number of Convertible Preference Shares held by him/ her/ it on the date of such notice, if the Market Price is equal to or higher than 148 per cent. of the Conversion Price; (iii) from the date of the second anniversary of the Issue Date to the date before the third anniversary of the Issue Date, give a Compulsory Conversion Notice to any Convertible Preference Shareholder

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to request he/she/it to compulsorily convert 30% of the number of Convertible Preference Shares initially subscribed by him/ her/ it (for the avoidance of doubt, excluding any additional Convertible Preference Shares subsequently acquired by him/ her/ it from other Convertible Preference Shareholder(s) through transfer), or such lesser number of Convertible Preference Shares held by him/ her/ it on the date of such notice, if (a) the Market Price is equal to or higher than 148 per cent. of the Conversion Price; and (b) no Compulsory Conversion Notice has been given by the Company within the first anniversary of the Issue Date; and (iv) give a Compulsory Conversion Notice to any Convertible Preference Shareholder to request he/she/it to compulsorily convert all Convertible Preference Shares held by him/ her/ it on the date of such notice if the aggregate Reference Amount of the Convertible Preference Shares held by him/ her/ it on any day is less than HK$10,000,000.

(B) For the purposes of Article 3A(5A)(A), “ Market Price ” means the average of the volume-weighted average price per Ordinary Share for the 30 consecutive Dealing Days preceding the day on or as of which the Market Price is so be ascertained, appearing on the Bloomberg screen as “SMAVG(30)”, or in the event that this service is not available, the equivalent quotation on such widely-recognised electronic information service as determined by the Company with the consent of the Convertible Preference Shareholders (such consent not to be unreasonably withheld or delayed).
(C) Each Convertible Preference Shareholder shall, in respect of the Convertible Preference Share(s) being the subject of the Compulsory Conversion Notice(s), deliver to the Company the Certificates, cashier orders and, where appropriate, other items listed in Article 3A(5)(B)(a) and (b) within 7 Business Days from the date of the Compulsory Conversion Notice, whereupon the Company shall, subject to the Statutes, effect conversion of the relevant Convertible Preference Shares in accordance with Article 3A(5)(F) with references to “Conversion Date” be replaced by “Compulsory

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Conversion Date”. Such conversion shall be deemed to have been made at the close of business on the Entry Date, and the person entitled to receive the Conversion Shares issuable upon such conversion shall be treated, for all purposes, as the record holder of such Conversion Shares on the Entry Date. In the event that any Convertible Preference Shareholder who have been served a Compulsory Conversion Notice shall have failed to deliver any items listed in this Article 3A(5A)(C), then the relevant Convertible Preference Share(s) subject to the Compulsory Conversion Notice(s) shall be converted into Ordinary Shares on the 7th Business Day from the date of the Compulsory Conversion Notice(s) but until such time as the relevant Convertible Preference Shareholder shall have delivered all items listed in this Article 3A(5A)(C), the Company shall not be obliged to act in accordance with Article 3A(5)(F) in relation to the relevant Convertible Preference Share(s) and the relevant Conversion Share(s) shall not confer upon the holder(s) thereof the right to receive notice of, or to attend or vote at any general meeting of the Company which is held, or to receive any dividend the Record Date for which falls, prior to such time.

(D) Subject to Article 3A(5A)(C), Articles 3A(5)(C), (D), (E) and (G) shall apply mutatis mutandis at and following a Compulsory Conversion Date with references to “Conversion Date” be replaced by “Compulsory Conversion Date”.
(E) For the avoidance of doubt, whereupon a Compulsory Conversion Notice is given by the Company to the Convertible Preference Shareholder, the right of the relevant Convertible Preference Shareholder to Dividend shall cease to accrue from the date of the Compulsory Conversion Notice in respect of the Convertible Preference Share(s) being the subject of the Compulsory Conversion Notice. Any Dividend accrued and payable to the relevant Convertible Preference Shareholder in respect of the Convertible Preference Share(s) being the subject of the Compulsory Conversion Notice before the date of the Compulsory Conversion Notice in any given year ending on 31 December shall be

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payable to the relevant Convertible Preference Shareholder on 15 April of the following year (or the Business Day immediately before 15 April if such date is not a Business Day) out of the funds of the Company available for distribution and resolved to be distributed. The relevant Conversion Share(s) shall be credited as fully paid and rank pari passu in all respects with the Ordinary Shares then in issue save that they shall not entitle the holders to any dividend or other distribution declared, paid or made upon the Ordinary Shares prior to the relevant Entry Date of such Conversion Share(s).

(6) CONVERSION SHARES

The Conversion Shares shall, save as provided for in these provisions, rank pari passu in all respects with the Ordinary Shares in issue on the Entry Date, and shall, subject to the proviso of this Article 3A(6), entitle the holders thereof to all distributions paid or made on the Ordinary Shares by reference to a Record Date falling after the Entry Date, provided that if a Record Date after the Entry Date is in respect of any distribution in respect of any financial period of the Company ended prior to such Entry Date, the holders of the Conversion Shares will not be entitled to such distribution.

(7) ADJUSTMENTS TO THE CONVERSION PRICE

(A) Subject as hereinafter provided, the Conversion Price shall, from time to time, be adjusted in accordance with the following relevant provisions; and so that if the event giving rise to any such adjustment shall be such as would be capable of falling within more than one of sub-paragraphs (i) to (vii) inclusive of this Article 3A(7)(A), it shall fall within the first of the applicable paragraphs to the exclusion of the remaining paragraphs:
(i) If and whenever the Ordinary Shares by reason of any consolidation, subdivision or reclassification become of a different nominal amount, the Conversion Price in force immediately prior thereto shall be adjusted by multiplying it by the following fraction:

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where:

A = the nominal amount of one Ordinary Share immediately after such alternation; and B = the nominal amount of one Ordinary Share immediately before such alternation. Each such adjustment shall be effective from the commencement of business in Hong Kong on the business day immediately following the date on which such consolidation or sub-division or reclassification becomes effective. (ii) If and whenever the Company shall issue any Ordinary Shares credited as fully paid by way of capitalization of profits or reserves (including any share premium account or capital redemption reserve fund), the Conversion Price in force immediately prior to such issue (or, if such issue takes place before the issuance of the Convertible Preference Shares, the initial Conversion Price) shall be adjusted by multiplying it by the following fraction:

C C + D

where:

C = the aggregate nominal amount of the issued Ordinary Shares immediately before such issue; and

D = the aggregate nominal amount of the Ordinary Shares issued in such capitalization

Each such adjustment shall be effective (if appropriate retroactively) from the commencement of the Business Day next following the record date for such issue.

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(iii) If and whenever the Company shall make any Capital Distribution (as defined in Article 3A(7)(B)) (except where, and to the extent that, the Conversion Price is required to be adjusted under Article 3A(7)(A)(ii) above) to holders (in their capacity as such) of Ordinary Shares (whether on a reduction of capital or otherwise) or shall grant to such holders rights to acquire for cash assets of the Company or any of its subsidiaries, the Conversion Price in force immediately prior to such distribution or grant (or, if such distribution or grant takes place before the issuance of the Convertible Preference Shares, the initial Conversion Price) shall be adjusted by multiplying it by the following fraction:

E – F E

where:

E = the Closing Price of one Ordinary Share on the last Dealing Day preceding the date on which the Capital Distribution or, as the case may be, the grant is first publicly announced or (failing any such announcement) the last Dealing Day preceding the date of the Capital Distribution, or as the case may be, of the grant; and F = the fair market value on the day of such announcement, or (as the case may require) the last preceding business day, as determined in good faith by an approved investment bank, of the portion of the Capital Distribution of such rights which is attributable to one Ordinary Share; Provided that if in the opinion of the relevant approved investment bank, the use of the fair market value as aforesaid produces a result which is significantly inequitable, it may instead determine that, and in such event the above formula shall be construed as if, F

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meant the portion of the said Closing Price which should properly be attributed to the value of the Capital Distribution or rights.

Each such adjustment shall be effective (if appropriate retroactively) from the commencement of the Business Day immediately following the record date for the Capital Distribution or grant.

(iv) If and whenever the Company shall offer to holders (in their capacity as such) of Ordinary Shares as a class of new Ordinary Shares for subscription by way of rights, or shall grant to holders of Ordinary Shares as a class any options, warrants or other rights to subscribe for or purchase any Ordinary Shares by way of rights at a price which is less than 92 per cent. of the Closing Price on the last Dealing Day preceding the date of the first announcement of the terms of the offer or grant (such price for the purpose of this Article 3A(7)(A)(iv) being the “ Applicable Price ”), the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before the date of the first announcement of such offer (or, if such announcement is published before the issuance of the Convertible Preference Shares, the initial Conversion Price) by the following fraction:

==> picture [49 x 25] intentionally omitted <==

where:

G = the number of Ordinary Shares in issue immediately before the date of such announcement;
H = the aggregate number of Ordinary Shares offered to be issued or, as the case may be, comprised in the grant; and

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I = the number of Ordinary Shares which the aggregate amount (if any) payable for the Ordinary Shares issued by way of rights or for the rights, options or warrants or other rights issued and for the total number of Ordinary Shares comprised therein would purchase at such Closing Price.

Such adjustment shall become effective (if appropriate retroactively) from the commencement of the next Business Day following the record date for the offer.

(v) (a) If and whenever the Company (or any of its subsidiaries) shall issue wholly for cash any securities which by their terms are convertible into or exchangeable for or carry rights of subscription for new Ordinary Shares, and the Total Effective Consideration per Ordinary Share initially receivable for such securities (as defined below in this Article 3A(7)(A)(v)) is less than 92 per cent. of the Closing Price on the last Dealing Day preceding the date of the first announcement of the terms of issue of such securities (such price for the purpose of this Article 3A(7)(A)(v)(a) being the “ Applicable Price ”), the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately prior to the issue (or, if such issue takes place before the issuance of the Convertible Preference Shares, the initial Conversion Price) by the following fraction:

J + K

J + L

where:

J = the number of Ordinary Shares in issue immediately before the date of the issue;

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K = the number of Ordinary Shares which the Total Effective Consideration receivable for the securities issued (as defined below in this Article 3A(7)(A)(v)) would purchase at the Applicable Price; and L = the number of Ordinary Shares to be issued upon conversion or exchange of, or the exercise in full of the subscription rights conferred by, such securities, at the initial conversion or exchange rate or subscription price. Such adjustment shall become effective (if appropriate retrospectively) from the commencement of business in Hong Kong on the next Business Day following whichever is the earlier of the date on which the issue is announced and the date on which the Company determines the conversion or exchange rate or subscription price.

(b) If and whenever the rights of conversion or exchange or subscription attached to any such securities as mentioned in Article 3A(7)(A)(v)(a) are modified so that the conversion or exchange rate or subscription price in respect of such securities is in effect immediately following such modification (for the purpose of this Article 3A(7)(A)(v)(b), the “ Modified Price ”) shall be more favourable to the holders of such securities or less than the conversion or exchange rate or subscription price in effect immediately preceding such modification (for the purpose of this Article 3A(7)(A)(v)(b), the “ Pre-Modification Price ”), the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately prior to such modification by the following fraction:

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M + N M + O

where:

M = the number of Ordinary Shares in issue immediately before the date of such modification; N = the number of Ordinary Shares which the Total Effective Consideration receivable for the securities issued (as defined in this Article 3A(7)(A)(v)) would purchase at the Pre-Modification Price; and O = the number of Ordinary Shares to be issued upon full conversion or exchange of or the exercise in full of the subscription rights conferred by such securities at the Modified Price.

Such adjustment shall take effect as at the date upon which such modification takes effect. For the avoidance of doubt, a right of conversion or subscription or exchange shall also be treated as modified for the foregoing purposes where the relevant conversion or exchange rate or subscription price is adjusted to take account of rights or capitalization issues and other events normally giving rise to adjustment of conversion or exchange terms save to the extent the adjustments are no more favourable to the holders of the relevant securities than to the Convertible Preference Shareholder(s) under this Article 3A(7)(A)(v).

For the purposes of this Article 3A(7)(A)(v), the “ Total Effective Consideration receivable for the securities issued ” shall be deemed to be the consideration receivable by the Company for the issue of such securities

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plus the additional minimum consideration (if any) to be received by the Company upon (and assuming) the full conversion or exchange thereof or the exercise in full of such subscription rights, and for the purposes of Article 3A(7)(A)(v)(a), the “ Total Effective Consideration per Ordinary Share initially receivable for such securities ” shall be such Total Effective Consideration receivable for the securities issued divided by the number of Ordinary Shares to be issued upon (and assuming) such full conversion or exchange at the initial conversion or exchange rate or the exercise in full of such subscription rights at the initial subscription price, in each case without any deduction for any commissions, discounts or expenses paid, allowed or incurred in connection with the issue.

(vi) If and whenever the Company shall issue wholly for cash any Ordinary Shares at a price per Ordinary Share which is less than 92 per cent. of the Closing Price on the last Dealing Day preceding the date of the first announcement of the proposed issue (such price for the purpose of this Article 3A(7)(A)(vi) being the “ Applicable Price ”), the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before the date of such announcement (or, if such an announcement is released before the issuance of the Convertible Preference Shares, the initial Conversion Price) by the following fraction:

R + S

R + T

where:

R = the number of Ordinary Shares in issue immediately before the date of such announcement;

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S = the number of Ordinary Shares which the aggregate amount payable for the issue would purchase at the Applicable Price; and
T = the number of such Ordinary Shares issued.

Such adjustment shall become effective on the date of such issue.

(vii) If and whenever the Company shall issue Ordinary Shares for the acquisition of assets and the aggregate consideration credited by the Company as being paid for such Ordinary Shares on the acquisition of the relevant asset without deduction of any commissions, discounts or expenses paid, allowed or incurred in connection with the issue of such Ordinary Shares (the “ Total Effective Consideration ”) divided by the number of Ordinary Shares issued for such acquisition (the “ Total Effective Consideration per Ordinary Share ”) is less than 92 per cent. of the Closing Price as at the last Dealing Day preceding the date of the announcement of the terms of such issue (such price for the purpose of this Article 3A(7)(A)(vii) being the “ Applicable Price ”), the Conversion Price shall, subject to the proviso set out below in Article 3A(7)(A)(viii), be adjusted by multiplying the Conversion Price in force immediately before the date of such announcement (or, if such announcement is published before the issuance of the Convertible Preference Shares, the initial Conversion Price) by the following fraction:

==> picture [52 x 25] intentionally omitted <==

where:

U = the number of Ordinary Shares in issue immediately before the date of such announcement;

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V = the number of Ordinary Shares which the Total Effective Consideration would purchase at the Applicable Price; and
W = the number of such Ordinary Shares issued,

and such adjustment shall become effective on the date of the issue, PROVIDED however that if such acquisition of the relevant asset is a connected transaction for the purposes of the rules of the Relevant Stock Exchange, then the Conversion Price shall be adjusted by such ratio as may be determined by an approved investment bank unless:

(a) the transaction is required by the rules of the Relevant Stock Exchange to be the subject of an opinion of an independent financial adviser;
(b) the independent financial adviser to be appointed for this purpose has been consented to, in writing, by the Convertible Preference Shareholder(s);
(c) the independent financial adviser to be appointed for this purpose gives an opinion that the terms of the transaction are fair and reasonable, so far as the Shareholders are concerned, and are in the interest of the Company and its Shareholders as a whole; and
(d) the Total Effective Consideration per Ordinary Share is not less than the Applicable Price.

Provided that if in any case where the conditions referred to in paragraphs (a), (b) and (c) above are fulfilled but not the condition in paragraph (d) above, then the Conversion Price shall instead be adjusted by multiplying the fraction set out earlier in this Article 3A(7)(A)(vii).

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(viii) If the Company determines that an adjustment should be made to the Conversion Price as a result of one or more events or circumstances (whether or not referred to in Articles 3A(7)(A)(i) to (vii) above) (even if the relevant event or circumstance is specifically excluded in these Terms from the operation of Articles 3A(7)(A)(i) to (vii) above), or that an adjustment should not be made (even if the relevant event or circumstance is specifically provided for in Articles 3A(7)(A)(i) to (vii) above), or that the effective date for the relevant adjustment should be a date other than that mentioned in Articles 3A(7)(A)(i) to (vii) above, the Company may, at its own expense, request the approved investment bank, acting as expert, to determine as soon as practicable (a) what adjustment (if any) to the Conversion Price is fair and reasonable to take account thereof and is appropriate to give the result, which an approved investment bank considers in good faith, to reflect the intentions of the provisions of this Article 3A(7)(A); and (b) the date on which such adjustment should take effect; and upon such determination, such adjustment, (if any) shall be made and shall take effect in accordance with such determination.

(B) For the purposes of this Article 3A(7):

“ announcement ” shall include the release of an announcement to the press or the delivery or transmission of an announcement by telephone, facsimile or otherwise to the Relevant Stock Exchange and “ date of announcement ” shall mean the date on which the announcement is initially so released, delivered or transmitted;

“ approved investment bank ” means an investment bank or financial advisory company or professional accounting firm in Hong Kong selected by the Company;

“ Capital Distribution ” shall (without prejudice to the generality of that phrase) include distributions in specie (including, for the avoidance of doubt,

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any issue of Ordinary Shares pursuant to a scrip dividend scheme in lieu of a cash dividend but shall exclude any cash dividend);

“ issue ” shall include allot;
“ reserves ” includes unappropriated profits; and
“ rights ” includes rights in whatsoever form issued.
(C) The provisions of sub-paragraphs (ii), (iii), (iv), (v) and (vi) of Article 3A(7)(A) shall not apply to:
(a) as issue of fully paid Ordinary Shares upon the exercise of any conversion rights attached to securities convertible into Ordinary Shares or upon exercise of any rights (including any conversion of the Convertible Preference Shares) to acquire Ordinary Shares (except a rights issue) provided that an adjustment (if required) has been made under Article 3A(7) in respect of the issue of such securities or granting of such rights or options (as the case may be); or
(b) the granting of options from time to time which carry rights to acquire, or the issue upon exercise of such options of, Ordinary Shares to eligible participants pursuant to any share option scheme of the Company.
(D) On any adjustment, the resultant Conversion Price, if not an integral multiple of one-tenth (1/10) of a Hong Kong cent, shall be rounded down to the nearest one-tenth (1/10) of a Hong Kong cent.
(E) Notwithstanding anything contained herein, no adjustment shall be made to the Conversion Price in any case in which the amount by which the same would be reduced in accordance with the foregoing provisions of this paragraph would be less than one-tenth (1/10) of a Hong Kong cent and any adjustment that would otherwise be required then to be made and any amount by which the Conversion Price has not been rounded down as referred to in Article 3A(7)(D) above shall not be carried forward in determining any subsequent adjustment.

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(F) If the Company or any subsidiary shall, in any way modify the rights attached to any share or loan capital, so as to wholly or partly convert or make convertible such share or loan capital into, or attach thereto any rights to acquire Ordinary Shares, the Company shall appoint an approved investment bank to consider whether any adjustment to the Conversion Price is appropriate (and if such approved investment bank (as defined in Article 3A(7)(B) shall certify that any such adjustment is appropriate, the Conversion Price shall be adjusted accordingly and the provisions of Article 3A(7)(D), Article 3A(7)(E), Article 3A(7)(G) to Article 3A(7)(I) shall apply).
(G) Whenever the Conversion Price is adjusted as herein provided, the Company shall, as soon as possible, but not later than two (2) Business Days after the relevant adjustment has been determined, give notice of the same to the Convertible Preference Shareholder(s) (setting forth the event giving rise to the adjustment, the Conversion Price in effect prior to such adjustment, the adjusted Conversion Price and the effective date thereof). For the avoidance of doubt, nothing here should oblige the Company to disclose any information which is not public information to the Convertible Preference Shareholder(s) or where it is not legally permissible to disclose such information.
(H) Any adjustment to the Conversion Price shall not in any event result in an increase in the Conversion Price (except upon any consolidation of the Ordinary Shares pursuant to Article 3A(7)(A)(i)) or that the Conversion Price being adjusted to an amount which is less than the nominal value of the Conversion Shares and in such event, the Conversion Price shall be the nominal value of the Conversion Shares.
(I) Every adjustment to the Conversion Price shall be certified in writing by an approved investment bank unless otherwise agreed by the Convertible Preference Shareholder(s).
(J) The Company shall make available for inspection at its principal place of business in Hong Kong at all times after the effective date of the adjustment in the Conversion Price and so long as any

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Convertible Preference Shares remain outstanding, a signed copy of the certificate of the approved investment bank and a certificate signed by a Director setting forth brief particulars of the event giving rise to the adjustment, the Conversion Price in effect prior to the adjustment, the adjusted Conversion Price and the effective date thereof and shall, on request of a Convertible Preference Shareholder(s), send a copy thereof to such Convertible Preference Shareholder(s).

(8) UNDERTAKINGS

So long as any Convertible Preference Share remains capable of being converted into Ordinary Shares:

(A) the Company will use its reasonable endeavours (a) to maintain a listing for all the issued Ordinary Shares on the Hong Kong Stock Exchange, and (b) to obtain and maintain a listing on the Hong Kong Stock Exchange for all Conversion Shares issued on the exercise of the Conversion Rights;
(B) the Company will send to each Convertible Preference Shareholder, by way of information, one copy of every document sent to any Shareholder in their capacity as shareholders, at the same time as it is sent to such Shareholder;
(C) the Company shall procure that there shall be sufficient authorised but unissued share capital available for the purposes of satisfying the requirements of any Conversion Notice as may be given and the terms of any other securities for the time being in issue which are convertible into or have the right to subscribe for shares in the Company;
(D) the Company shall not, without the consent of the Convertible Preference Shareholders as a class (obtained in the manner provided in the Articles and these Terms) or unless otherwise permitted pursuant to these provisions:
(i) modify, vary, alter or abrogate the rights attaching to the Ordinary Shares as a class, which (for the avoidance of doubt) shall not be deemed to be so modified, varied, altered

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or abrogated by the creation or issue of any shares or securities contemplated by these provisions; or

(ii) change the date to which its annual accounts are made up from 31 December; or
(iii) effect any payment in respect of the Convertible Preference Shares otherwise than as provided for in these provisions; or
(iv) create or issue any shares other than shares ranking pari passu in all respects (including as to class) with the Convertible Preference Shares and the Ordinary Shares;
(E) except in such manner as may be permitted by the Articles or the Statutes, the Company shall not reduce its share capital or any uncalled liability in respect thereof or any share premium account; and
(F) if during such time when there are any Convertible Preference Shares outstanding and an offer is made to the holders of Ordinary Shares (or all such shareholders other than the offeror and/or any company controlled by the offeror and/or any persons acting in concert with the offeror) to acquire the whole or any part of the Ordinary Shares and the Company becomes aware that the rights to cast more than 50% of the votes which may ordinarily be cast on a poll at a general meeting of the Company has or will become vested in the offeror and/or such companies or persons aforesaid, the Company shall (subject to any restrictions under any applicable laws, regulations, codes and/or rules) give notice to all Convertible Preference Shareholders of such vesting or future vesting within 7 Business Days of its becoming so aware.

(9) PURCHASE

Subject to the Statutes and agreement of the relevant Convertible Preference Shareholders, the Company or any of its subsidiaries may at any time purchase any of the Convertible Preference Shares (by means available to all Convertible Preference Shareholders alike) at any price to be mutually agreed between the Company or

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such subsidiary of the Company and such Convertible Preference Shareholder(s). Any Convertible Preference Shares so purchased or otherwise acquired by the Company or any of its subsidiaries may not be resold and in case such Convertible Preference Shares are purchased or otherwise acquired by the Company, such Convertible Preference Shares are to be cancelled, provided that nothing in this paragraph shall prohibit transfers of Convertible Preference Shares from any subsidiary of the Company to any other subsidiary of the Company, subject to the Statutes.

(10) MEETINGS

(A) The Convertible Preference Shares shall not confer on the holders thereof the right to receive notice of, or to attend and vote at, a general meeting of the Company, unless a resolution is to be proposed at a general meeting of the Company for winding up the Company or a resolution is to be proposed which if passed would (subject to any consents required for such purpose being obtained) vary or abrogate the rights or privileges of the Convertible Preference Shareholders, in which event the Convertible Preference Shares shall confer on the holder thereof the right to receive notice of, and to attend and vote at, that general meeting, save that such holders may not vote upon any business dealt with at such general meeting except the election of a chairman, any motion for adjournment or relating to the proceedings of the general meeting and the resolution for winding up or the resolution which if passed would (subject to any consents required for such purpose being obtained) so vary or abrogate the rights and privileges of the Convertible Preference Shareholders.
(B) If the Convertible Preference Shareholders are entitled to vote on any resolution, then at the relevant general meeting or separate general meeting of the Convertible Preference Shareholders, all resolutions put to the vote at the general meeting must be decided by way of poll and every Convertible Preference Shareholder who is present in person or by proxy or attorney or (being a corporation) by a duly authorised representative shall have one vote for each Conversion Share which would have been issued

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to him/ her/ it had he/ she/ it exercised the Conversion Right 48 hours preceding the date of such general meeting or separate general meeting of the Convertible Preference Shareholders.

(11) PAYMENTS

(A) Unless any other manner of payment is agreed between the Company and any Convertible Preference Shareholder, payment of Dividends, other cash distributions and moneys due on conversion or any repurchase permitted by these Terms to such Convertible Preference Shareholder shall be made by the Company posting a cheque in Hong Kong dollars (or in the case of payments which are to be made in another currency, such other currency) addressed to that Convertible Preference Shareholder at his/ her/ its registered address appearing on the Preference Register as at the relevant Record Date and at his/ her/ its own risk.
(B) Subject to Article 3A(11)(A), where any property (including Conversion Shares and Certificates in respect of them) is to be allotted, transferred or delivered to any Convertible Preference Shareholder the Company may make such arrangements with regard to such allotment, transfer or delivery as it may deem appropriate and in particular, without limitation, may appoint any person on behalf of that Convertible Preference Shareholder to execute any transfers, renunciations or other document and may make arrangements for the delivery of any document or property to that Convertible Preference Shareholder at his/ her/ its risk. All share certificates and other documents of title to which any person is entitled shall be posted to him/ her/ it by the Company addressed to him/ her/ it at his/ her/ its registered address appearing on the Preference Register as at the relevant Record Date or, if none, the date of posting and at his/ her/ its risk.
(C) All payments or distributions with respect to Convertible Preference Shares held jointly by two or more persons shall be paid or made to whichever of such persons is named first in the

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Preference Register and the making of any payment or distribution in accordance with this sub-provision shall discharge the liability of the Company in respect thereof.

(12) FRACTIONS

No fraction of an Ordinary Share arising on conversion shall be allotted to the holder of the Relevant Convertible Preference Share(s) otherwise entitled thereto but such fractions will, when practicable, be aggregated and sold and the net proceeds of sale will then be distributed pro rata among such holders unless in respect of any holding of Relevant Convertible Preference Shares the amount to be so distributed would be less than HK$100, in which case such amount will not be so distributed but will be retained for the benefit of the Company. Unless otherwise agreed between the Company and a Converting Shareholder, if more than one Convertible Preference Share shall fall to be converted pursuant to any one Conversion Notice or Compulsory Conversion Notice (as the case may be), the number of Ordinary Shares to be issued upon conversion shall be calculated on the basis of the aggregate Reference Amounts of the Relevant Convertible Preference Shares. For the purpose of implementing the provisions of this Article 3A(12), the Company may appoint some person to execute transfers, renunciations or other documents on behalf of persons entitled to any such fraction and generally may make all arrangements which appear to it to be necessary or appropriate for the settlement and disposal of fractional entitlements.

(13) TAXATION

All payments of amounts equal to the Reference Amount, nominal amounts, premium (if any) and Dividends in respect of Convertible Preference Shares shall be made without withholding or deduction for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the Cayman Islands or Hong Kong or any authority therein or thereof (other than any withholding or deduction on account of any income tax, capital gains tax or other tax or duties of a similar nature) unless the withholding or deduction of such taxes, duties, assessments or

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governmental charges is required by law. In that event, subject to the Company having sufficient profits available for distribution, the Company shall pay such additional amounts as may be necessary in order that the net amounts received by the Convertible Preference Shareholders after such withholding or deduction shall equal the respective amounts of the Reference Amount, premium (if any) and Dividend which would have been receivable in respect of the Convertible Preference Shares in the absence of such withholding or deduction, except that no such additional amounts shall be payable with respect to any Convertible Preference Shareholder:

(A) who is liable to such taxes, duties, assessments or governmental charges in respect of any Convertible Preference Share by reason of such holder having some connection with the Cayman Islands or Hong Kong, as the case may be, other than by virtue of being a Convertible Preference Shareholder; or
(B) receiving such payment in the Cayman Islands or Hong Kong, as the case may be, and who would be able to avoid such withholding or deduction by satisfying any statutory requirements or by making a declaration of non-residence or other similar claim for exemption to the Cayman Islands or Hong Kong tax authority, as the case may be, but fails to do so.

(14) RESTRICTED HOLDERS

No Convertible Preference Shares may be allotted and issued to any individual or entity who shall as a result become, and no Conversion Rights may be exercised by any Convertible Preference Shareholder who is, a Restricted Holder (as hereinafter defined). The exercise of any Conversion Rights by a Convertible Preference Shareholder shall constitute a confirmation, representation and warranty by the Converting Shareholder to the Company that such Converting Shareholder is not a Restricted Holder and that all necessary governmental, regulatory or other consents or approvals and all formalities have been obtained and observed by such Converting Shareholder to enable him/her/it to exercise legally and validly the relevant Conversion Rights, to hold the Conversion Shares allotted and issued upon exercise of the Conversion

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Rights and the Company to legally and validly allot the Conversion Shares. For the purposes of this Article 3A(14), a “ Restricted Holder ” means a Convertible Preference Shareholder who is a resident or national of any jurisdiction other than Hong Kong under the laws and regulations of which an exercise of Conversion Rights by such Convertible Preference Shareholder or the performance by the Company of the obligations expressed to be assumed by it under these Terms or the allotment and issue and holding of the Convertible Preference Shares and/or the Conversion Shares cannot be carried out lawfully or cannot be carried out lawfully without the Company first having to take certain actions in such jurisdiction.

(15) REPLACEMENT OF CERTIFICATES

If any Certificate is mutilated, defaced, destroyed, stolen or lost, it may be replaced at the Company upon payment by the claimant of such costs as may be incurred in connection therewith and on such terms as to evidence and indemnity as the Company may reasonably require and on payment of such fee as the Company may determine. Mutilated or defaced Certificates must be surrendered before replacements will be issued.

(16) NOTICES

Subject to the Statutes, a notice given pursuant to Article 3A may not be revoked except with the consent in writing of the Company. Notices to Convertible Preference Shareholders shall be given in accordance with the Articles.

(17) TRANSFERS AND CERTIFICATES

(A) The provisions of the Articles relating to the transfer of shares and share certificates shall apply in relation to the Convertible Preference Shares, subject to these provisions.
(B) The Company shall maintain and keep a full and complete register at such location in Hong Kong as it shall from time to time determine of the Convertible Preference Shares and the Convertible Preference Shareholders from time to time, such register shall contain details of conversion and/or

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cancellation of any Convertible Preference Shares and the issue of any replacement Certificates issued in substitution for any mutilated, defaced, lost, stolen or destroyed Certificates and of sufficient identification details of all Convertible Preference Shareholders from time to time (or, to the extent reasonably requested by the Company and agreed by the Company, such lesser details and/or information in relation to the Convertible Preference Shares as maintained by the Company).

(C) Subject to the requirements under the Listing Rules and/or requirements imposed by the Hong Kong Stock Exchange (if any) and/or the Articles, the Convertible Preference Shares are not transferable unless with prior written approval from the Company.

(18) PRESCRIPTION

Any Convertible Preference Shareholder who has failed to claim distributions or other property or rights within six years of their having been made available to him/ her/ it will not thereafter be able to claim such distributions or other property or rights which shall be forfeited and reverted to the Company. The Company shall retain such distributions or other property or rights but shall not at any time be a trustee in respect of any such distributions or other property or rights nor accountable for any income or other benefits derived therefrom.’

(c) Article 6

By deleting the existing Article 6 of the Articles of Association in its entirety and replacing therewith the following new Article 6:

‘6. The authorised share capital of the Company on the date of the adoption of these Articles is HK$209,600,000 divided into 2,000,000,000 Shares of HK$0.10 each and 96,000,000 Convertible Preference Shares of HK$0.10 each.’

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(d) Article 17(d)

By adding the words ‘in accordance with the Listing Rules or’ immediately after the word ‘given’ on the first line of Article 17(d) and deleting the words ‘or where applicable, any newspaper in accordance with the requirements of the HK Stock Exchange to that effect’;

(e) Article 107(c)

By deleting the existing Article 107(c)(iii) of the Articles of Association in its entirety and renumbering the existing Article 107(c)(iv) as Article 107(c)(iii) and the existing Article 107(c)(v) as Article 107(c)(iv);

(f) Article 114

By replacing the words ‘Special Resolution’ in the first line of Article 114 and its marginal note with the words ’Ordinary Resolution’;

(g) Article 180(A)(ii)

By deleting the existing Article 180(A)(ii) of the Articles of Association in its entirety and replacing therewith the following new Article 180(A)(ii):

‘(ii) Except where otherwise expressly stated, any notice or document to be given to or by any person pursuant to these Articles (including any corporate communications within the meaning ascribed thereto under the Listing Rules) may be served on or delivered to any Shareholder either personally or by sending it through the post in a prepaid envelope or wrapper addressed to such Shareholder at his registered address as appearing in the register or by leaving it at that address addressed to the Shareholder or by any other means authorised in writing by the Shareholder concerned or (other than share certificate) by publishing it by way of advertisement in the Newspapers. In case of joint holders of a share, all notices shall be given to that one of the joint holders whose name stands first in the register and notice so given shall be sufficient notice to all the joint holders. Without limiting the generality of the foregoing but subject to the Companies Law and the Listing Rules, a notice or document may be served or delivered by the Company to any Shareholder by electronic means to such address as may

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from time to time be authorised by the Shareholder concerned or by publishing it on a website and notifying the Shareholder concerned that it has been so published.’; and

(h) Article 182

By replacing the words ‘computer network’ in the 16th line of Article 182 with the word ‘website’.

(ii) the amended and restated memorandum and articles of association of the Company, consolidating all the proposed amendments to the existing memorandum and articles of association set out in item (i) of this special resolution above, a copy of which has been produced to the meeting marked “E” and has been signed by the Chairman of the Meeting for the purpose of identification, be and are hereby approved and adopted in substitution for and to the exclusion of the existing memorandum and articles of association of the Company.”

By Order of the Board Overseas Chinese Town (Asia) Holdings Limited Wang Xiaowen Chairman

Hong Kong, 26 June 2013

Notes:

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 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.
The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorized in writing or, if the appointor is a corporation, either under its common seal or under the hand of an officer, attorney or other person duly authorised to sign the same.
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.
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.
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.

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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.
As at the date of this notice of EGM, the board of directors of Company comprises seven directors, namely: Ms. Wang Xiaowen, Ms. Xie Mei and Mr. Yang Jie as executive directors; Mr. Zhang Haidong as non-executive director; Mr. Lu Gong, Ms. Wong Wai Ling and Professor Lam Sing Kwong Simon as independent non-executive directors.

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AI assistant

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

51206_rns_2013-06-25_6a011c6c-77bc-4096-8576-cd40a50658fd.pdf

Overseas Chinese Town (Asia) Holdings Limited 華僑城（亞洲）控股有限公司

China Everbright Capital Limited

CONTENTS

DEFINITIONS

DEFINITIONS

DEFINITIONS

DEFINITIONS

DEFINITIONS

DEFINITIONS

Overseas Chinese Town (Asia) Holdings Limited 華僑城（亞洲）控股有限公司

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

INTRODUCTION

LETTER FROM THE BOARD

(I) THE NC LIFE INSURANCE SUBSCRIPTION AGREEMENT, THE CRAMC SUBSCRIPTION AGREEMENT AND THE INTEGRATED ASSET SUBSCRIPTION AGREEMENT

LETTER FROM THE BOARD

Subjects:

LETTER FROM THE BOARD

LETTER FROM THE BOARD

LETTER FROM THE BOARD

Convertible Preference Shares

LETTER FROM THE BOARD

Dividend:

LETTER FROM THE BOARD

Compulsory Conversion:

LETTER FROM THE BOARD

LETTER FROM THE BOARD

Capital:

Voting:

LETTER FROM THE BOARD

(II) THE OCT (HK) SUBSCRIPTION AGREEMENT

LETTER FROM THE BOARD

LETTER FROM THE BOARD

EFFECT ON SHAREHOLDING STRUCTURE OF THE COMPANY

REASONS AND BENEFITS FOR THE ISSUE OF CONVERTIBLE PREFERENCE SHARES AND THE SUBSCRIPTION SHARES AND THE USE OF PROCEEDS

INFORMATION OF THE GROUP, NC LIFE INSURANCE, CRAMC, INTEGRATED ASSET AND OCT (HK)

EQUITY RAISING ACTIVITIES OF THE COMPANY FOR THE PAST 12 MONTHS

IMPLICATIONS UNDER THE LISTING RULES

INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER

LETTER FROM THE BOARD

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

RECOMMENDATIONS

LETTER FROM THE BOARD

ADDITIONAL INFORMATION

Overseas Chinese Town (Asia) Holdings Limited 華僑城（亞洲）控股有限公司

PROPOSED GRANT OF SPECIFIC MANDATE TO ISSUE CONVERTIBLE PREFERENCE SHARES AND

CONNECTED TRANSACTION FOR A PROPOSED GRANT OF SPECIFIC MANDATE TO ISSUE ORDINARY SHARES

Yours faithfully, For and on behalf of the Independent Board Committee

Dear Sirs,

PROPOSED GRANT OF SPECIFIC MANDATE TO ISSUE SUBSCRIPTION SHARES AND CONVERTIBLE PREFERENCE SHARES

INTRODUCTION

LETTER FROM CHINA EVERBRIGHT

BASIS OF OUR OPINION

PRINCIPAL FACTORS AND REASONS CONSIDERED

(a) Background of the Ordinary Shares Subscription and the Convertible Preference Shares Subscription

(i) Business and historical financial performance of the Group

(ii) Fund raising activities in the past 12 months

(iii) Reasons for the Ordinary Shares Subscription and the Convertible Preference Shares Subscription

(b) Major terms of the OCT (HK) Subscription Agreement and the Convertible Preference Shares Subscription Agreements

(i) The OCT (HK) Subscription Agreement

(ii) The Convertible Preference Shares Subscription Agreements and the Option Deeds

LETTER FROM CHINA EVERBRIGHT

LETTER FROM CHINA EVERBRIGHT

LETTER FROM CHINA EVERBRIGHT

(2) Option Deeds

LETTER FROM CHINA EVERBRIGHT

(iii) The Ordinary Shares Subscription Price and the Preference Share Subscription Price

(iv) Historical Share Price Performance

(v) Liquidity of the Shares

(vi) Comparison with other issue of new shares

LETTER FROM CHINA EVERBRIGHT

LETTER FROM CHINA EVERBRIGHT

(vii) Financing alternatives

(c) Possible financial effects of the Ordinary Shares Subscription and the Convertible Preference Shares Subscription

(i) Effect on net asset value

(ii) Effect on working capital

LETTER FROM CHINA EVERBRIGHT

OUR RECOMMENDATIONS

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