RemeGen Co., Ltd. — Proxy Solicitation & Information Statement 2021

Sep 23, 2021

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 your licensed securities dealer, registered institution in securities, bank manager, solicitor, professional accountant or other professional advisor.

If you have sold or transferred all you shares in Overseas Chinese Town (Asia) Holdings Limited (the “ Company ”), you should hand this circular at once to the purchaser or transferee or to the bank, licensed securities dealer or registered institution in securities 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.

Overseas Chinese Town (Asia) Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 03366)

MAJOR TRANSACTION ESTABLISHMENT OF A FUND

24 September 2021

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Appendix I – Financial Information of the Group . . . . . . . . . . . . . . . . . . . . . . . . . .	I-1
Appendix II – General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	II-1

• i -

DEFINITIONS

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

“ancillary documents” documents in relation to establishment, operation and management of the Fund to be entered into by the Group other than the Limited Partnership Agreement, including but not limited to the Cooperation Agreement and the Management Entrustment Agreement “Board” the board of directors of the Company “Business Day(s)” a day on which licensed banks in the PRC are open for business “Company” Overseas Chinese Town (Asia) Holdings Limited (華僑城(亞洲)控 股有限公司), an exempted company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the main board of the Stock Exchange “connected person(s)” has the meaning ascribed to it under the Listing Rules “controlling shareholder” has the meaning ascribed to it under the Listing Rules “Cooperation Agreement” the cooperation agreement to be entered into between OCT Huaxin and Zijing Huatong in relation to the operation of the Fund “Director(s)” the director(s) of the Company “Fund” 南通蘇錫通紫荊華鑫創業投資合夥企業（有限合夥） (Nantong Suxitong Zijing Huaxin Venture Investment Partnership Enterprise (Limited Partnership)*) (the final name of which is subject to the approval of the administrative department for industry and commerce), a limited partnership to be established, operated and managed pursuant to the Limited Partnership Agreement and ancillary documents

“Group” the Company and its subsidiaries as at the Latest Practicable Date “HK$” the Hong Kong dollar(s), the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China “Independent Third Parties” an independent third party not connected with the Company and its subsidiaries, their respective directors, chief executives and substantial shareholders and any of their associates within the meaning of the Listing Rules

• 1 -

DEFINITIONS

• “Latest Practicable Date” 17 September 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

• “Limited Partnership Agreement” the partnership agreement dated 19 July 2021 entered into among OCT Huaxin, Zijing Huatong, Shenzhen OCT Gangya, Nantong Industry, Nantong Sutong and Yiwu Finance in relation to the establishment of the Fund

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

• “Management Entrustment the management entrustment agreement to be entered into between Agreement” the Fund, OCT Huaxin and Zijing Huatong upon establishment of the Fund in relation to entrustment of management of the Fund by the executive partners to OCT Huaxin in its capacity as the manager of the Fund

• “Nantong Industry” 南通市產業投資母基金有限公司 (Nantong Industry Investment Master Fund Limited*), a company established in the PRC

• “Nantong Sutong” 南通蘇通科技產業園控股發展有限公司 (Nantong Sutong Technology Industry Park Holding Development Limited*), a company established in the PRC

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

• “OCT Group” Overseas Chinese Town Company Limited (華僑城集團有限公司), a PRC state-owned company established in the PRC, and the holding company of OCT Ltd.

• “OCT Huaxin” 深圳市華僑城華鑫股權投資管理有限公司 (Shenzhen OCT Huaxin Equity Investment Management Limited*), a company established in the PRC and an indirect wholly-owned subsidiary of the Company

• “OCT Ltd.” Shenzhen Overseas Chinese Town Company Limited (深圳華僑城 股份有限公司), a company established in the PRC, the shares of which are listed on the Shenzhen Stock Exchange

• “Pacific Climax” Pacific Climax Limited, a company incorporated in the British Virgin Islands with limited liability, is a controlling shareholder of the Company and is wholly-owned by OCT (HK)

• 2 -

DEFINITIONS

“Partners”	general partners and limited partners of the Fund, being Zijing
	Huatong, OCT Huaxin, Shenzhen OCT Gangya, Nantong Industry,
	Nantong Sutong and Yiwu Finance at establishment
“PRC”	the People’s Republic of China, and for the purpose of this circular,
	excludes Hong Kong, the Macau Special Administrative Region of
	the People’s Republic of China and Taiwan
“related party(ies)”	a person or entity who has control, joint control, or significant
	influence over the relevant entity, or the other person or entity
	whois controlled, jointly controlled, or significantly influenced by
	thesame person or entity
“RMB”	Renminbi, the lawful currency of the PRC
“Share(s)”	the share(s) of the Company
“Shareholder(s)”	the shareholder(s) of the Company
“Shenzhen OCT Gangya”	深圳華僑城港亞控股發展有限公司 (Shenzhen OCT Gangya
	Holdings Development Co. Ltd.*), a company established in the
	PRC and an indirect wholly-owned subsidiary of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Yiwu Finance”	義烏市金融控股有限公司(Yiwu Finance Holding Limited*), a
	company established in the PRC
“Zijing Huatong”	南通紫荊華通企業管理有限公司 (Nantong Zijing Huatong
	Corporate Management Limited*), a company established in
	thePRC
“%”	per cent

Certain Chinese names of institutions, natural persons or other entities have been translated into English and included in this circular as unofficial translations for reference only. In the event of any inconsistency, the Chinese names shall prevail.

• 3 -

LETTER FROM THE BOARD

Overseas Chinese Town (Asia) Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 03366)

Executive Directors: Registered Office: Mr. Zhang Dafan (Chairman) Ocorian Trust (Cayman) Limited Ms. Xie Mei (Chief Executive Officer) Windward 3, Regatta Office Park Mr. Lin Kaihua PO Box 1350 Grand Cayman Non-executive Director: Cayman Islands

Non-executive Director: Mr. Wang Wenjin

Head office and principal place of business in Hong Kong: 59/F., Bank of China Tower 1 Garden Road Hong Kong

Independent Non-executive Directors: Ms. Wong Wai Ling Professor Lam Sing Kwong Simon Mr. Chu Wing Yiu

24 September 2021

To the Shareholders

Dear Sir or Madam,

MAJOR TRANSACTION ESTABLISHMENT OF A FUND

INTRODUCTION

Reference is made to the announcement of the Company dated 19 July 2021 in relation to the establishment of the Fund for the purpose of investment pursuant to the Limited Partnership Agreement.

The purpose of this circular is, among other things, to provide you with (i) further details of the Limited Partnership Agreement and the transaction contemplated thereunder; and (ii) financial information of the Group.

The Board is pleased to announce that on 19 July 2021, the Group entered into the Limited Partnership Agreement in relation to the establishment of the Fund.

• 4 -

LETTER FROM THE BOARD

ESTABLISHMENT OF A FUND

Principal terms of the Limited Partnership Agreement are set out as follows:

Date

19 July 2021

Parties

• (1) OCT Huaxin, as general partner, executive partner and manager;

• (2) Zijing Huatong, as general partner, executive partner;

• (3) Shenzhen OCT Gangya, as limited partner;

• (4) Nantong Industry, as limited partner;

• (5) Nantong Sutong, as limited partner; and

• (6) Yiwu Finance, as limited partner.

To the best information, knowledge and belief of the Directors, after having made all reasonable enquiries, Zijing Huatong, Nantong Industry, Nantong Sutong and Yiwu Finance and their respective ultimate beneficial owners are Independent Third Parties.

Name of the Fund

南通蘇錫通紫荊華鑫創業投資合夥企業（有限合夥）(Nantong Suxitong Zijing Huaxin Venture Investment Partnership Enterprise (Limited Partnership)*)(the final name of which is subject to the approval of the administrative department for industry and commerce).

Term of the Fund

The term of the Fund will be ten years, which can be extended for another year upon agreement by more than half of the members of the consultation committee of the Fund and further extended upon agreement of all members of the said consultation committee. The period for investment by the Fund is three years from the date of filing with 中國證券投資基金業協會 (The Asset Management Association of China*), which can be further extended of not more than one year upon consent of the general partners.

Purpose and investment scope of the Fund

Purpose

The purpose of the Fund is to make investment with a view to obtaining good investment returns for all the Partners.

• 5 -

LETTER FROM THE BOARD

Investment scope

The Fund shall principally be engaged in investment in sub-funds in the fields of science and technology, culture, tourism and mass consumption etc. and co-investment projects capable of bringing high returns, while not less than 75% of the investment capital shall be invested in newly-established sub-funds, which mainly includes: (1) top comprehensive sub-funds in China; sub-funds in featured industries, focusing on sub-funds which invest in strategic emerging industries such as advanced manufacturing, healthcare, energy and environmental protection, information technology; (2) as a co-investor, participate in the project(s) invested by the Fund though direct investment.

The investment of the Fund will be subject to certain restrictions unless agreed by all members of the consultation committee of the Fund, e.g. not less than 60% of the total amount available for sub-funds investment shall be invested in sub-funds in the fields of science and technology, not more than 40% of the total amount available for sub-funds investment shall be invested in sub-funds in the fields of healthcare, cultural, tourism, consumptions, etc., not more than 15% of the total subscribed capital of the Fund shall be used for investments as co-investors in the project(s) invested by the Fund.

The Fund has not yet identified any target of acquisition and is not involved in any on-going negotiation on any potential acquisition. The main acquisition strategy of the Fund is to invest with diversification, balancing risk and return. Not only will the Fund be investing in diversified fields and industries as disclosed above, the Fund will also be investing in diversified projects (sub-fund) (i) with no more than 20% of the total subscribed capital on a single project and (ii) with no more than 30% of the total subscribed capital managed by one manager.

Capital commitment

The total capital contribution subscribed by all Partners to the Fund is RMB1,000,000,000. The amount and proportion of the capital contribution subscribed by each of the Partners are set out below:

Partners OCT Huaxin Shenzhen OCT Gangya Zijing Huatong Nantong Industry Nantong Sutong Yiwu Finance Total	Total subscribed capital contribution (RMB’000) 10,000 390,000 10,000 300,000 200,000 90,000 1,000,000	Approximate proportion of capital contribution in the Fund 1% 39% 1% 30% 20% 9%
		100.00%

The Partners shall pay up their respective capital contribution by installments. The executive partners shall give not less than one month notice to the Partners before the due date of contribution.

• 6 -

LETTER FROM THE BOARD

The total amount of capital contribution subscribed by the Partners to the Fund was determined after arm’s length negotiations between the Partners and with reference to the intended share in the Fund to be contributed by each Partner. The Group intends to finance its capital contribution by its internal resources and/or borrowings.

Management of the Fund

OCT Huaxin and Zijing Huatong, as the executive partners of the Fund, are responsible for, among other things, management of operation, investment and other matters of the Fund save for matters that are within the authority of the investment committee of the Fund, and/or maintenance of the assets of the Fund, and inquiry into the qualification of the transferee in case of transfer of the equity interest by any limited partner.

The executive partners will enter into the Management Entrustment Agreement upon establishment of the Fund to entrust the aforesaid responsibilities to OCT Huaxin in its capacity as the manager of the Fund.

The general partners shall assume unlimited joint liabilities for the Fund’s debt.

The limited partners shall not participate in management or exercise of any control in the investment of the Fund or conducting any activity in the Fund’s name.

An investment committee of the Fund will be set up to make final decision on the material investment matters of the Fund in accordance with the terms of the Limited Partnership Agreement. The investment committee consists of five members, according to the Cooperation Agreement, two of whom shall be nominated by OCT Huaxin, one shall be nominated by each of Zijing Huatong, 南通投資管理有限公司 (Nantong Investment Management Company Limited), (a company wholly-owned by Nantong Industry) and 清控資產管理有限公司 (Tsingkong Asset Management Company Limited), (a company wholly owned by Tsinghua Holding Limited which is wholly-owned by Tsinghua University). All the resolutions of the investment committee shall be passed with not less than four-fifth votes by the members of the investment committee.

A consultation committee of the Fund will be set up to discuss and made decision on matters regarding, among others, waiving certain investment restrictions of the Fund before submission of the matters to the investment committee for final decision. Limited partners whose subscribed capital are of RMB50,000,000 or more can nominate one member to the consultation committee. Except for matters concerning, among others, waiving certain investment restrictions which require consent of all members of the consultation committee, resolutions of the consultation committee shall be passed by majority.

Fee payable to manager and executive partners

Management fee shall be payable by the Fund to the manager of the Fund for the six months ending 30 June and six months ending 31 December every year, the fee shall be calculated with the formula below:

(Total subscribed capital contribution of the Partners – investment amount of investment project(s) already realized by the Fund during the preceding period) x 0.2%

• 7 -

LETTER FROM THE BOARD

Remuneration shall be payable by the Fund to the executive partners of the Fund for the six months ending 30 June and six months ending 31 December every year, the fee shall be calculated with the formula below:

(Total subscribed capital contribution of the Partners – investment amount of investment project(s) already realized by the Fund during the preceding period) x 0.8%

The remuneration shall be split between the two executive partners of the Fund according to their actual capital contribution proportion.

Partners’ meeting

The Partners’ meeting will be responsible for approving matters in relation to, among other things, merger, change of the organisation structure, withdrawal from or transfer of interest in Fund by general partners and early dissolution of the Fund.

Except for matters in relation to withdrawal from or transfer of interest in Fund by general partners and early dissolution of the Fund which require unanimous consent of all limited partners, resolutions of the Partners’ meeting shall be passed general partners and limited partners with subscribed capital of not less than two-third of the total subscribed capital of the limited partners.

Profit distribution and loss sharing

Profit distribution

The executive partners shall distribute all distributable income of the Fund whenever such amount is of RMB20,000,000 or more in the following order and manner:

• (1) to the Partners according to their actual capital contribution proportion of an amount up to the actual capital contribution paid by the respective Partners;

• (2) if there is any residual distributable income, to the Partners according to their actual capital contribution proportion of an amount up to an annualized rate of return of 6% on the actual capital contribution paid by each of the Partners (the “ Return ”);

• (3) if there is any residual distributable income, to the two general partners of the Fund of a total amount up to:

the Return/90% x 10%

according to their actual capital contribution proportion; and

• (4) if there is any residual distributable income, 90% to be distributed to the Partners; and 10% to be distributed to the general partners of the Fund, each according to their actual capital contribution proportion.

• 8 -

LETTER FROM THE BOARD

According to a market study report on the PRC private equity and venture capital firms issued by a leading Chinese service provider that has been advising numerous limited partnership, venture capital, private equity, and strategic investors in the area of real estate investment, among other fields, since 2001, a majority of the investment vehicles will give annualized rates of return ranging from 6% to 12% cover a vast majority of the cases studied. These rates of return are consistent with the industry knowledge and experience of the Directors. Having considered such industry figures and knowledge and experience of the Directors, and after arm’s length negotiation between the Partners, it was agreed that the Partners shall enjoy an annualized rate of return of 6%, if available, on the actual capital contribution paid by the Partners and the general partners will enjoy extra return over limited partners shall there be any balance left. The said 6% distribution to the Group represents the minimum expected return of the Fund. Given the aforesaid, the Directors are of the view that the proposed income distribution of the Fund are fair and reasonable and in the interests of the Group.

Loss sharing

The Partners shall bear the losses up to their respective capital contributions subscribed by each Partner. If the total subscribed capital contributions are insufficient to cover the losses, the amount of losses exceeding the total subscribed capital contributions shall be borne by the general partners on an unlimited and several basis.

Withdrawal from and transfer of interest in the Fund

Executive partners can consent to the request of early withdrawal of limited partner(s) from the Fund upon establishment of the Fund. Subject to the terms of the Limited Partnership Agreement, a limited partner may transfer its interest (in whole or in part) before obtaining unanimous consent from all general partners of the Fund.

The general partners shall not withdraw from or transfer its interest in the Fund to third parties before obtaining unanimous consent from all limited partners of the Fund.

Admission of additional limited partners

Upon establishment of the Fund, the executive partners of the Fund shall have the right to admit new limited partners or accept additional capital contribution from existing limited partners, subject to a maximum additional capital of three times the total subscribed capital of the Fund at the time of first filing with 中國證券投資基金業協會 (The Asset Management Association of China*) within 12 months from the date of the said filing. Unless agreed by all members of the consultation committee of the Fund, the executive partners of the Fund shall not admit new limited partners or accept additional capital contribution from existing limited partners after 12 months. The limited partners shall have first right of refusal according to their actual capital contribution proportion when the executive partners decide to increase the total subscribed capital of the Fund in accordance with the terms of the Limited Partnership Agreement.

• 9 -

LETTER FROM THE BOARD

INFORMATION ON THE GROUP

The principal business activity of the Company is investment holding. The Group is principally engaged in the comprehensive development business (including the developed and sold residential properties, construction contract, development and management of properties, and property investment), equity investment and fund business.

OCT Huaxin is an indirect wholly-owned subsidiary of the Company, which is established under the laws of the PRC with limited liability. It is principally engaged in equity investment, fund management, investment management and entrusted asset management/investment and enterprise management consulting.

Shenzhen OCT Gangya is an indirect wholly-owned subsidiary of the Company, which is established under the laws of the PRC with limited liability. It is principally engaged in investment holding and enterprise management consulting.

INFORMATION ON ZIJING HUATONG, NANTONG INDUSTRY, NANTONG SUTONG AND YIWU FINANCE

To the best of the Directors’ information having made all reasonable enquiries, Zijing Huatong is a company established under the laws of the PRC with limited liability and is an Independent Third Party owned as to (i) 45% by 北京紫荊華盈投資管理中心（有限合夥） (Beijing Zijing Huaying Investment Management Center (Limited Partnership)) which is ultimately owned by 李國文 and 沈正寧, (ii) 35% by 北京紫荊華信投資管理中心（有限合夥）(Beijing Zijing Huaxin Investment Management Centre (Limited Partnership)) which is ultimately owned by Tsinghua University, 李國文 and 沈正寧, and (iii) 20% by 南通 投資管理有限公司 (Nantong Investment Management Company Limited) (a company wholly-owned by Nantong Industry). Zijing Huatong is principally engaged in business management and information consultancy services. Zijing Huatong is an investment platform effectively co-established and co-managed by a professional fund management company 清控紫荊資本管理(北京)有限公司 ultimately wholly-owned by 清華控股有限公司 (body corporate of Tsinghua University) and the senior members of the asset management business of Tsinghua University (李國文 being the managing vice president, and 沈正寧 being the senior vice president of the Tsinghua asset management group), who are professional and experienced in FoF (fund of funds) management.

To the best of the Directors’ information having made all reasonable enquiries, Nantong Industry is a company established under the laws of the PRC with limited liability and is an Independent Third Party owned by Nantong People’s Government, 南通市人民政府國有資產監督管理委員會 (Nantong City People’s Government State-owned Assets Supervision and Administration Commission), 南通市財政局 (Nantong City Bureau of Finance) and 江蘇省財政廳 (Jiangsu Provincial Department of Finance*). Nantong Industry is principally engaged in equity investment, venture capital, and investment management.

To the best of the Directors’ information having made all reasonable enquiries, Nantong Sutong is a company established under the laws of the PRC with limited liability and is an Independent Third Party wholly-owned by Nantong People’s Government. Nantong Sutong is principally engaged in infrastructure investment, hotel management and property development.

• 10 -

LETTER FROM THE BOARD

To the best of the Directors’ information having made all reasonable enquiries, Yiwu Finance is a company established under the laws of the PRC with limited liability and is an Independent Third Party wholly-owned by 義烏市國有資本運營有限公司 (Yiwu State-Owned Capital Operation Co., Ltd.), which is owned as to (i) 90.5618% by 義烏市人民政府國有資產監督管理辦公室 (Yiwu City People’s Government State-owned Assets Supervision and Administration Office) and (ii) 9.4382% by 浙江省財 務開發有限責任公司 (Zhejiang Province Financial Development Limited), which is wholly-owned by 浙 江省財政廳 (Zhejiang Provincial Department of Finance). Yiwu Finance is principally engaged in government equity investment, asset management, investment management and investment consultation.

REASONS FOR AND BENEFIT OF ENTERING INTO THE LIMITED PARTNERSHIP AGREEMENT

The Fund shall principally be engaged in investment in sub-funds in the fields of science and technology, culture, tourism and mass consumption etc. and co-investment projects capable of bringing high returns. The investment of the Fund is in line with the Group’s strategy. The Directors believe that the Fund will enable the Group to obtain more resources for projects and further expand its investment portfolio.

Having considered the above, the Directors are of the view that the terms of the Limited Partnership Agreement are on normal commercial terms that are fair and reasonable, and the Limited Partnership Agreement is in the interests of the Company and the Shareholders as a whole.

FINANCIAL EFFECT OF THE FORMATION OF THE FUND ON THE GROUP

After establishment of the Fund, the resolutions of the Partners’ meeting (except for matters in relation to withdrawal from or transfer of interest in Fund by general partners and early dissolution of the Fund) must be passed by general partners and limited partners with subscribed capital of not less than twothird of the total subscribed capital of the limited partners, and the resolutions of the investment committee must be passed with not less than four-fifth votes by the members. Given the above arrangement, the Group is viewed as having significant influence over the Fund, and treats the Fund as an associate under the equity accounting method in accordance with Hong Kong Accounting Standard 28, Investment in Associates, and does not consolidate the Fund into the Group’s consolidated financial statements. Assuming that the transaction contemplated under the Limited Partnership Agreement has been fully in effect, the financial effect on the Group would be as follows:

• (1) an increase in the investment in interests in associates by approximately RMB400,000,000;

• (2) an expected decrease in net cash of the Group by approximately RMB400,000,000 and

• (3) no significant impact on the earnings of the Group.

LISTING RULES IMPLICATIONS

As the highest applicable percentage ratio calculated pursuant to Chapter 14 of the Listing Rules in respect of the transaction contemplated under the Limited Partnership Agreement exceeds 25% but less than 100%, the transaction contemplated under the Limited Partnership Agreement constitutes a major transaction of the Company under Chapter 14 of the Listing Rules.

• 11 -

LETTER FROM THE BOARD

As no Shareholder has material interest in the Limited Partnership Agreement and the transaction contemplated thereunder, none of the Shareholders is required to abstain from voting if the Company were to convene a general meeting for the approval of the Limited Partnership Agreement and the transaction contemplated thereunder. The Company has obtained a written approval from Pacific Climax, which, as at the Latest Practicable Date, held 530,894,000 Shares (representing approximately 70.94% of the issued share capital of the Company) for the approval of the Limited Partnership Agreement and the transaction contemplated thereunder in lieu of a resolution to be passed at a general meeting of the Company pursuant to Rule 14.44 of the Listing Rules. As such, no extraordinary general meeting will be convened by the Company to approve the Limited Partnership Agreement and the transaction contemplated thereunder.

RECOMMENDATION

The Board (including the independent non-executive Directors) considers that the transaction contemplated under the Limited Partnership Agreement to be fair and reasonable, on normal commercial terms and in the interests of the Company and the Shareholders as a whole.

Although a general meeting will not be convened by the Company to approve the transactions contemplated under the Limited Partnership Agreement, if such a general meeting were to be convened by the Company, the Board would recommend the Shareholders to vote in favour of the resolution to approve the transaction contemplated under the Limited Partnership Agreement.

ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular.

By order of the Board Overseas Chinese Town (Asia) Holdings Limited Zhang Dafan Chairman

• 12 -

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

1. FINANCIAL INFORMATION OF THE GROUP

Financial information of the Group for the financial years ended 31 December 2018, 2019, 2020 and the six months ended 30 June 2021 were disclosed in the following documents:

The audited consolidated financial statements of the Group for the year ended 31 December 2018 has been set out in pages 97 to 230 of the 2018 annual report of the Company which was posted on 26 April 2019 on the Stock Exchange’s website (http://www3.hkexnews.hk/listedco/listconews/SEHK/2019/0426/ LTN201904261057.pdf).

The audited consolidated financial statements of the Group for the year ended 31 December 2019 has been set out in pages 113 to 242 of the 2019 annual report of the Company which was posted on 5 May 2020 on the Stock Exchange’s website (https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0505/ 2020050500961.pdf).

The audited consolidated financial statements of the Group for the year ended 31 December 2020 has been set out in pages 97 to 217 of the 2020 annual report of the Company which was posted on 20 April 2021 on the Stock Exchange’s website (https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0420/ 2021042001081.pdf).

The unaudited consolidated financial statements of the Group for the six months ended 30 June 2021 has been set out in pages 33 to 66 of the 2021 interim report of the Company which was posted on 14 September 2021 on the Stock Exchange’s website (https://www1.hkexnews.hk/listedco/listconews/sehk/ 2021/0914/2021091400442.pdf).

2. INDEBTEDNESS STATEMENT

As at the close of business on 31 July 2021, being the date of this indebtedness statement prior to the printing of this circular, the Group had a total borrowings of approximately RMB5,047.49 million, comprising secured bank loan of approximately RMB980.00 million, guaranteed bank loans of approximately RMB1,851.96 million; and unsecured and unguaranteed bank and related party loans of approximately RMB2,215.53 million.

As at 31 July 2021, the Group’s secured or guaranteed bank loans: (i) were secured by other property, plant and equipment and interests in leasehold land held for own use with a total carrying value of approximately RMB1,753.97 million; or (ii) with guarantees provided by OCT Ltd. and OCT (HK), which are intermediate parents of the Company.

As at 31 July 2021, the Group had lease liabilities with carrying amount of approximately RMB36.59 million.

As at 31 July 2021, save for the guarantees of approximately RMB304.15 million given to financial institutions for mortgage loan facilities granted to purchasers of the Group’s properties, the Group had no other material contingent liabilities.

• I-1 -

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

As at 31 July 2021, the Group had long-term liabilities of RMB1.935 billion to the investors other than the Group of a real estate investment trust (the “ REITS ”) programme.

Foreign currency amounts have been, for the purposes of this indebtedness statement, translated into Renminbi at the approximate rates of exchange applicable at the close of business on 31 July 2021.

Save as aforesaid and apart from intra-group liabilities and normal trade payables in the ordinary course of business, at the close of business on 31 July 2021, the Group did not have any other outstanding mortgages, charges, debentures or other loan capital, bank overdrafts or loans, other similar indebtedness, lease liabilities under finance lease and operating lease or hire purchase lease commitments, liabilities under acceptance or acceptance credit, guarantees or other material contingent liabilities.

3. WORKING CAPITAL

The Directors are of the opinion that, taking into account the financial resources available to the Group including the internally generated funds and the present available bank facilities, and taking into account the impact of the transactions contemplated under the Limited Partnership Agreement, the Group will have sufficient working capital for its requirements for at least the next 12 months from the date of this circular.

4. CONTINGENT LIABILITIES

Save as disclosed in this circular, the Group has no other material contingent liabilities. The Group is not involved in any current material legal proceedings, nor is the Group aware of such material legal proceedings. The Group would record any loss contingencies when, based on information then available, it is probable that a loss had been incurred and the amount of the loss can be reasonably estimated. The Group confirms that there has not been any material change in the level of its contingent liabilities since 31 December 2020 up to the Latest Practicable Date.

5. FINANCIAL AND TRADING PROSPECT OF THE GROUP

The Group’s strategic transformation has achieved phased results. The scale of fund management has increased year by year. Several projects invested have reached exit standards and obtained investment income; the ability of “fundraising, investment, management and exit” has been improved in an all-round way. In order to grasp the high-quality investment opportunities provided by China’s strong economic recovery and the vigorous development of various new economies and new business forms for the market, in the second half of 2021, the Group will continue to strengthen the investment layout in core areas such as science and technology, consumption and new urbanization, continuously expand the scale of actively managed funds, improve the post-investment digital management level, and accelerate the inventory and turnover of stock assets, optimize the asset structure and financial resource allocation, so as to further consolidate the foundation of strategic transformation and enrich the achievements of strategic transformation.

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Equity Investment and Fund Business

In the second half of 2021, adjustments in the private equity investment industry will usher in a new round of development opportunities. With policies encouraging the entry of long-term funds such as those from banks and insurance, and increasing support, the private equity investment industry may have more resources. The implementation of the comprehensive registration system will be accelerated, and the exit channels will be smoother and more diverse. Meanwhile, with the intensified competition in the industry and enhanced financial supervision, returning to value investing, focusing on risk control and strengthening post-investment management will lay the foundation for the development and prosperity of investment institutions. Benefiting from these, industrial capital will have a good time for investment allocations. In addition, intensified downward pressure on the global economy and uncertainties will lead to increased risk aversion, mature companies in middle and late stages will also receive more capital attention.

In the second half of the year, the Group will continue to actively implement the strategic positioning of building a “cultural tourism + technology” cross-border investment and asset management company, increase fund-raising efforts and expand the scale of asset management by using OCT’s brand and resource advantages in the field of cultural tourism urbanization, and actively seize the trending investment opportunities such as cultural and tourism industry consumption upgrades, digitization of cultural and tourism industry as well as cultural and tourism urbanization products in the “post-epidemic” era. At the same time, the Group will utilize the Hong Kong asset management license to capture high-quality investment opportunities both domestically and abroad, taking fully advantages of cross-border asset management, and strive to create favourable returns on investment for shareholders.

In terms of fundraising, the Group will continue to expand the scale of fund management with government-guided funds, parent funds and high-quality enterprises in the industry as its main partners. The Group has established the Fund with a total scale of RMB1 billion in July 2021, and will focus on high-quality sub-funds for investment layout. In terms of investment, the Group will combine direct equity investment with industry funds, to reasonably match short-term, medium-term and long-term project investments. OCT Tourism and Culture Technology Fund will continue to actively seek high-quality companies with the potential to become a leader in the segment, and carefully select high-quality projects, and will gradually increase its valuation through postinvestment management and empowerment. In terms of management, the Group will actively reserve high-quality equity investment projects, strengthen the post-investment empowerment with the invested companies in the advantageous industries of OCT, and continue to optimize internal control procedures to strictly control risks. In terms of exit, the Group will actively seize market exit opportunities and steadily realize project exit.

Comprehensive Development Business

In the second half of 2021, with the implementation of the long-term mechanism for the real estate industry, it is expected that the future policies will remain consistent. Under the key themes of “houses are for people to live in, not for speculation”, strengthening risk control, cultivating core areas, and exerting brand and product strength will become the homeopathic way to maintain competitive advantage. The Group will accelerate the sale of projects such as phase I of Hefei Airport

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

International Town, Hefei OCT Bantang Hot Spring Town and Zhongshan Yuhong, which will continue to contribute to the Group’s revenue and profits in the future. The Group will also intensify its efforts to promote the realization of existing properties, accelerate asset turnover, finely manage costs, and improve the efficiency of capital utilization.

In the second half of 2021, the Group’s comprehensive development projects are planned as follows: Hefei Airport International Town project will start to construct an area of 448,100 sq. m., increasing a saleable value of residential and commercial area by approximately RMB6.2 billion. Zhongshan Yuhong project will continue to promote the sales plan for phase II of high-rise residential buildings, with a saleable value of approximately RMB1.9 billion. Shanghai Suhewan project and Chongqing OCT Land project will continue to increase product sales.

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GENERAL INFORMATION

APPENDIX II

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 INTEREST

Directors’ and chief executive’s interests and short positions in the securities of the Company and its associated corporations

As at the Latest Practicable Date, interests and short positions in the Shares, underlying Shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance (“ SFO ”)) of the Directors and chief executives of the Company which have been notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which were taken or deemed to have under such provisions of the SFO) or have been entered in the register maintained by the Company pursuant to section 352 of the SFO, or otherwise have been notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies (the “ Model Code ”) are as follows:

			Approximate % of
			issued share
		Number of	capital of the
Name of Director	Capacity/Nature	Shares held	Company
Lam Sing Kwong	Beneficial owner	1,000,000	0.13%
Simon		(long position)

Save as disclosed above, as at the Latest Practicable Date, none of the Directors nor 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.

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GENERAL INFORMATION

APPENDIX II

Persons who have interests or short positions which are disclosable 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 of the Company 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:

			Approximate %
Name of			of issued
Substantial		Number of	sharecapital of
Shareholder	Capacity/Nature	Shares held	the Company
Pacific Climax	Beneficial owner	530,894,000	70.94%
	(note 1)	(long position)
OCT (HK)	Interest of a controlled	530,894,000	70.94%
	corporation (note 2)	(long position)
OCT Ltd.	Interest of a controlled	530,894,000	70.94%
	corporation (note 3)	(long position)
OCT Group	Interest of a controlled	530,894,000	70.94%
	corporation (note 4)	(long position)

Notes:

• (1) The interests held by Pacific Climax consist of interests (long position) in 530,894,000 Shares. Ms. Xie Mei and Mr. Lin Kaihua, both being executive Directors, and Mr. Wang Wenjin, being a non-executive Director, are also directors of Pacific Climax.

• (2) OCT (HK) is the beneficial owner of all the issued share capital in Pacific Climax. Therefore, OCT (HK) is deemed, or taken to be interested in all the Shares beneficially held by Pacific Climax for the purpose of the SFO. Mr. Zhang Dafan, Ms. Xie Mei, both being executive Directors, and Mr. Wang Wenjin, being a non-executive Director, are also directors of OCT (HK).

• (3) OCT Ltd. is the beneficial owner of all the issued share capital of OCT (HK), which is in turn the beneficial owner of all the issued share capital of Pacific Climax. OCT Ltd. is deemed, or taken to be interested in all the Shares which are beneficially owned by OCT (HK) and Pacific Climax pursuant to 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.

• (4) OCT Group is the holding company of OCT Ltd. and together with its wholly-owned subsidiary, Shenzhen OCT Capital Investment Management Company Limited (深圳華僑城資本投資管理有限公 司), hold 47.97% interests in OCT Ltd., which is the beneficial owner of all the issued shares of OCT (HK) and in turn, the beneficial owner of all the issued share capital of Pacific Climax. Therefore, OCT Group is deemed, or taken to be interested in all the Shares which are beneficially owned by OCT Ltd., OCT (HK) and Pacific Climax for the purpose of the SFO.

Save as disclosed above, no other interests required to be recorded in the register kept under section 336 of the SFO have been notified to the Company as at the Latest Practicable Date.

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GENERAL INFORMATION

APPENDIX II

3. COMPETING INTERESTS

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

4. SERVICE CONTRACTS

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 any compensation (other than statutory compensation).

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 had any interest, direct or indirect, in any assets which have been, since 31 December 2020 (being the date to which the latest published 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. MATERIAL ADVERSE CHANGE

The Directors confirm that there had been no material adverse change in the financial or trading position of the Group since 31 December 2020 (being the date to which the latest published accounts of the Company were made up) up to and including the Latest Practicable Date.

7. MATERIAL CONTRACTS

The following contracts (not being contracts entered into in the ordinary course of business of the Group) had been entered into by members of the Group within the two years immediately preceding the Latest Practicable Date and are or may be material:

• (a) the limited partnership agreement dated 7 November 2019 entered into between Shenzhen Qianhai Yuzhou Fund Management Co., Ltd. (深圳前海禹舟基金管理有限公司), Shenzhen OCT Huaxin Equity Investment Management Limited (深圳市華僑城華鑫股權投資管理有限 公司, “ Shenzhen OCT Huaxin ”), Shenzhen Huajing and Xiamen Zhongmao Yitong Commerce Co., Ltd. (廈門中茂益通商貿有限公司) in relation to the establishment of a limited partnership, pursuant to which Shenzhen OCT Huaxin and Shenzhen Huajing are required to contribute RMB1,000,000 and RMB1,168,000,000, representing 0.07% and 77.87% of the total capital of such partnership, respectively;

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APPENDIX II

GENERAL INFORMATION

• (b) five State-owned Land Use Rights Grant Contracts dated 27 December 2019 entered into between Hefei OCT Industry and Hefei Natural Resources and Planning Bureau in respect of the acquisition of the land use rights of 5 parcels of land with a total site area of approximately 1,042 mu located at the first phase of Hefei Airport International Town at the total consideration of approximately RMB2,644 million;

• (c) the limited partnership agreement entered into between Shenzhen OCT Huaxin, Shenzhen Huayou Investment Limited (深圳市華友投資有限公司, “ Shenzhen Huayou”), Dongguan City Industrial Investment Parent Fund Co., Ltd. (東莞市產業投資母基金有限公司), Guangdong Province Yueke Songshan Lake Innovation Venture Capital Parent Fund Co., Ltd. (廣東省粵科松山湖創新創業投資母基金有限公司) and Dongguan City Multiplier Program Industrial M&A Parent Fund Partnership (Limited Partnership) (東莞市倍增計劃產 業併購母基金合夥企業(有限合夥)) in relation to the establishment of a limited partnership (“ Dongguan Partnership ”) on 6 March 2020, pursuant to which Shenzhen OCT Huaxin and Shenzhen Huayou are required to contribute RMB3,000,000 and RMB132,000,000, representing approximately 1% and 44% of the total capital of the such partnership, respectively;

• (d) the finance lease and factoring framework agreement entered into between OCT Financial Leasing Co., Ltd. (華僑城融資租賃有限公司, “ OCT Financial Leasing ”) and OCT Ltd. on 18 May 2020 in relation to the provision of finance lease and factoring services by OCT Financial Leasing to OCT Ltd. at an annual cap of RMB1,000,000,000 for one year from the date of independent shareholders’ approval;

• (e) the finance lease and factoring framework agreement entered into between OCT Financial Leasing and OCT Group on 18 May 2020 in relation to the provision of finance lease and factoring services by OCT Financial Leasing to OCT Group at an annual cap of RMB1,000,000,000 for one year from the date of independent shareholders’ approval;

• (f) the equity transfer agreement entered into between Shenzhen Huayou, Happy Valley Cultural Tourism Development Co., Ltd. (歡樂谷文化旅遊發展有限公司, “ Happy Valley Cultural Tourism ”) and the Dongguan Partnership on 12 June 2020, pursuant to which Shenzhen Huayou agreed to transfer 1% of the equity interest in the Dongguan Partnership, representing a capital contribution of RMB3,000,000 by Shenzhen Huayou, to Happy Valley Cultural Tourism at a consideration of RMB3,000,185.40;

• (g) the property management framework agreement entered into between Hefei OCT Huanchao Cultural Tourism Real Estate Development Co., Ltd (合肥華僑城環巢文旅置業發展有限公司, “ Hefei OCT Huanchao ”) and Hefei branch office of OCT Property (Group) Co., Ltd. (華僑城 物業(集團)有限公司合肥分公司, “ OCT Property (Hefei) ”) on 8 July 2020, pursuant to which OCT Property (Hefei) will provide property management services for the development project in respect of Hefei Chaohu Bantang Hot Spring Town (合肥巢湖半湯溫泉小鎮) and the office areas of Hefei OCT Huanchao to Hefei OCT Huanchao for the period from 8 July 2020 to 31 December 2020;

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GENERAL INFORMATION

APPENDIX II

• (h) the subscription agreement entered into between the Company, OCT Group and the joint lead managers on 8 July 2020 in relation to the issue of US$500,000,000 4.50% senior guaranteed perpetual capital securities by the Company;

• (i) the finance lease agreement entered into between CMB Financial Leasing Co., Ltd. (招銀金融 租賃有限公司, the “ Lessor ”) and the Chengdu Tianfu OCT Industry Development Co., Ltd. (成都天府華僑城實業發展有限公司) (“ Chengdu OCT ” or the “ Lessee ”) on 13 August 2020, pursuant to which: (i) the Lessor conditionally agreed to purchase the amusement and ancillary facilities (such as roller coaster and waterpark facilities) used in Chengdu Happy Valley currently owned by the Lessee (the “ Leased Assets ”), at a consideration of RMB500,000,000.00 (“ Purchase Consideration ”), and (ii) following the acquisition, the Lessor conditionally agreed to lease the Leased Assets to the Lessee for a term of 36 months starting from the date of the payment of the Purchase Consideration by the Lessor to the Lessee, at an aggregate estimated lease payment of approximately RMB549,401,142.48, and upon expiry of the lease, the Lessee shall purchase the Leased Assets at a repurchase consideration of RMB1.00;

• (j) the planning technical services framework agreement entered into between Hefei OCT Industry and Shenzhen OCT Innovation and Research Institute Co., Ltd. (深圳華僑城創新研究院有限 公司) (“ OCT IRI ”) on 17 August 2020, pursuant to which OCT IRI will provide planning and project design technical services for the development project in respect of Hefei Airport International Town to Hefei OCT Industry for the period from 17 August 2020 to 31 December 2022 at the annual caps of RMB9,000,000, RMB8,000,000 and RMB8,000,000 for the period from 17 August 2020 to 31 December 2020, the year ending 31 December 2021 and the year ending 31 December 2022, respectively;

• (k) the subscription agreement entered into between the Company, OCT Group and the joint lead managers on 20 August 2020 in relation to the issue of US$300,000,000 4.50% senior guaranteed perpetual capital securities by the Company;

• (l) an equity transfer agreement entered into, on 4 September 2020, between Bantix International Limited (“ Bantix International ”), OCT (Chengdu) Investment Co., Ltd. (華僑城(成都)投資有 限公司, “ OCT Chengdu Investment ”) and Chengdu OCT in respect of the transfer of the 50.99% equity interest in Chengdu OCT to OCT Chengdu Investment at a consideration of RMB1,092,103,600;

• (m) a debt transfer agreement entered into on 4 September 2020, between Bantix International, OCT Chengdu Investment and Chengdu OCT in respect of the assignment of the debt in the amount of RMB160,364,475.51 from Bantix International to OCT Chengdu Investment;

• (n) the design and planning agreement entered into between Hefei OCT Huanchao and OCT IRI on 21 September 2020, pursuant to which OCT IRI will provide design and planning services in respect of phase I of the development project of Hefei Chaohu Bangtang Hot Spring Resort Waterpark (合肥巢湖半湯溫泉小鎮水公園), located in the Hefei Chaohu Bantang Hot Spring Town (合肥巢湖半湯溫泉小鎮) (the “ Waterpark Project ”) to Hefei OCT Huanchao, at a service fee of RMB4,516,600;

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APPENDIX II

GENERAL INFORMATION

• (o) the design and planning agreement entered into between Hefei OCT Huanchao and OCT IRI on 21 September 2020, pursuant to which OCT IRI will provide design and planning services in respect of phase II of the Waterpark Project to Hefei OCT Huanchao, at a service fee of RMB1,336,000;

• (p) the tenancy agreement dated 28 September 2020 entered into between OCT Gangya and Shenzhen Overseas Chinese Town Entertainment Investment Company Limited (深圳華僑城 都市娛樂投資公司) in relation to the lease of the premises located at Rooms 3-1 to 3-3, 3/F, Jacaranda International Business Center, No. 8 Baishiroad East, Nanshan District, Shenzhen, the PRC for a term from 1 October 2020 to 30 September 2023 at a monthly rent of RMB278,200.00;

• (q) the cooperation agreement dated 8 December 2020 and entered into between the Company and HNW Investment Fund Series SPC in relation to, among other things, (i) the subscription of not more than 49% interest in the Serica Segregated Portfolio at a subscription amount of not more than HK$417 million, and (ii) the disposal of the entire issued shares of City Turbo Limited (“ City Turbo ”) (including the entire assets, rights and liabilities of City Turbo) at a total consideration of approximately HK$2,037 million;

• (r) the limited partnership agreement entered into between Shenzhen OCT Gangya and Shenzhen Huayou, both of which are indirect wholly-owned subsidiaries of the Company, 上海煦翔貿易 有限公司 (Shanghai Xuxiang Trading Co. Ltd.), 潘興資本管理(深圳)有限公司 (Panxing Capital Management (Shenzhen) Co., Ltd.) and 廈門中茂益通商貿有限公司 (Xiamen Zhongmao Yitong Commerce Co., Ltd.) in relation to the establishment of a partnership (the “ Xiamen Partnership ”) on 23 February 2021, pursuant to which Shenzhen OCT Gangya and Shenzhen Huayou are required to contribute, RMB10,000 and RMB600,000,000, representing approximately 0.001% and 74.998% of the total capital of the Xiamen Partnership, respectively;

• (s) the supplemental agreement dated 9 April 2021 entered into between, among others, the Company, City Legend, HNW Investment Fund Series SPC and City Turbo to the private placing memorandum under which, subject to all parties to the said supplemental agreement obtaining all requisite approvals, the open period for the transfer or redemption of the fund shares of the Serica Segregated Portfolio is to be amended;

• (t) the limited partnership agreement entered into between Shenzhen OCT Gangya, Shenzhen Huayou, both of which are indirect wholly-owned subsidiaries of the Company, Shenzhen Haomei Enterprise Co., Ltd. (深圳市好美實業有限公司), Shenzhen Jingcheng Enterprise Co., Ltd. (深圳市靜成實業有限公司), in relation to the establishment of the a partnership (the “ Shenzhen Qiaoheng Partnership ”) on 26 April 2021, pursuant to which Shenzhen OCT Gangya and Shenzhen Huayou are required to contribute, RMB10,000 and RMB719,240,000, representing approximately 0.001% and 74.999% of the total capital of the Shenzhen Qiaoheng Partnership, respectively;

• II-6 -

APPENDIX II

GENERAL INFORMATION

• (u) four State-owned Land Use Rights Grant Contracts dated 30 June 2021 (and their respective supplemental agreement dated 30 June 2021) entered into between Hefei OCT Industry Development Co., Ltd. (合肥華僑城實業發展有限公司) and Hefei Municipal Natural Resources and Planning Bureau (合肥市自然資源和規劃局) in respect of the acquisition of the land use rights of the 4 parcels of land with a total site area of approximately 913.05 mu located at the second phase of Hefei Airport International Town (合肥空港國際小鎮) located in Xinqiao Technology Innovation Demonstration Zone in Hefei, the PRC at the total consideration of approximately RMB2,805 million;

• (v) the property service framework agreement entered into between Hefei OCT Industry and OCT Property (Hefei) on 7 July 2021, pursuant to which OCT Property (Hefei) will provide property services for Hefei Airport International Town Project and the office areas of Hefei OCT Industry to Hefei OCT Industry for the period from 7 July 2021 to 31 December 2022;

• (w) the investment agreement entered into between City Legend, Semk Holdings International Limited (“ Semk Holdings ”), Semk Global Investment Ltd (“ Semk Global ”) and Mr. Hui Ha Lam dated 7 July 2021, in respect of the subscription and acquisition of an aggregate of approximately 9.5% of the enlarged issued share capital of Semk Holdings by City Legend at an aggregate consideration of HK$142,500,585;

• (x) the amended and restated shareholders’ agreement relating to Semk Holding entered into among City Legend, Semk Holdings, Semk Global, Top Plenty Limited, Sky Planner Investments Limited, Wisdom Thinker Limited and Unite Way Investment Holding Limited dated 9 July 2021 in connection with the management and control of Semk Holdings and its subsidiaries, and the rights and interests of its shareholders; and

• (y) the Limited Partnership Agreement.

8. LITIGATION

As at the Latest Practicable Date, neither the Company nor any member of the Group was engaged in any litigation or arbitration or claim of material importance and no litigation or claim of material importance is known to the Directors to be pending or threatened by or against the Company or any member of the Group.

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 Ocorian Trust (Cayman) Limited, Windward 3, Regatta Office Park, PO Box 1350, Grand Cayman KY1-1108, Cayman Islands. The head office and principal place of business is at 59/F., Bank of China Tower, 1 Garden Road, Hong Kong.

• II-7 -

GENERAL INFORMATION

APPENDIX II

• (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, Wanchai, 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 is available for inspection during normal business hours except on Saturday, Sunday and public holidays at the office of the Company in Hong Kong at 59/F., Bank of China Tower, 1 Garden Road, Hong Kong for a period of 14 days from the date of this circular:

• (a) the memorandum and articles of association of the Company;

• (b) the annual reports of the Company for the years ended 31 December 2018, 2019 and 2020;

• (c) the interim report of the Company for the six months ended 30 June 2021;

• (d) the material contracts referred to in the paragraph headed “Material Contracts” in this Appendix;

• (e) a copy of each circular issued pursuant to the requirements set out in Chapters 14 and/or 14A of the Listing Rules which has been issued since 31 December 2020 (being the date of which the latest published accounts of the Company were made up); and

• (f) this circular.

• II-8 -