RemeGen Co., Ltd. — Proxy Solicitation & Information Statement 2024

Sep 2, 2024

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

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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)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of Overseas Chinese Town (Asia) Holdings Limited (the “ Company ”) will be held on 19 September 2024 (Thursday) at 10:00 a.m. at Conference Room No. 5, 43rd Floor, OCT Tower, 9018 Shennan Avenue, Nanshan District, Shenzhen, the People’s Republic of China (or any adjournment thereof) for considering and, if thought fit, passing, with or without modifications, the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT:

• (a) the equity transfer agreement (the “ Equity Transfer Agreement ”, a copy of which has been produced to the EGM marked “A” and initialed by the Chairman of the Meeting for the purpose of identification) dated 29 July 2024 entered into between GREAT TEC INVESTMENT LIMITED (the “ Seller ”), Shanghai Highpower OCT Investment Co., Ltd. (上海天祥華僑城投資有限公司) and Overseas Chinese Town (Shanghai) Land Company Limited (the “ Target Company ”) in relation to the disposal by the Seller of its equity interest in the Target Company and the transactions contemplated thereunder be and are hereby approved, ratified and confirmed; and

• (b) any one director of the Company be and are hereby authorised to do all such things and acts, and to negotiate, approve, agree, sign, initial, ratify, execute (and where required, to affix the common seal of the Company thereon) and/or deliver all documents and take all steps which may be in his/ her opinion necessary, desirable or expedient to implement and/or give effect to the Equity Transfer Agreement and the transactions contemplated thereunder.”

By order of the Board Overseas Chinese Town (Asia) Holdings Limited Liu Yu Chairman

Hong Kong, 3 September 2024

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Notes:

1. The EGM will be a physical meeting. References to time and dates in this notice are to Hong Kong time and dates.

2. Voting at the EGM shall be taken by poll, except where the chairman of the meeting, in good faith, decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands.

3. A proxy form for use at the EGM is published on the website of the Stock Exchange (www.hkexnews.hk) and the website of the Company (www.oct-asia.com).

An eligible shareholder is entitled to appoint one or more proxies to attend, speak and vote in its stead at the EGM subject to the provisions in the Company’s articles of association and relevant rules and regulations. A shareholder who is the holder of two or more shares may appoint more than one proxy to represent it and vote on its behalf at the EGM, provided that 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. Shareholder may appoint the chairman of the EGM as its proxy to vote on the resolution(s), instead of attending the meeting in person.

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

To be valid, the instrument appointing a proxy and (if required by the board of directors of the Company) the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority shall be deposited to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the EGM or adjourned meeting (as the case may be).

Completion and delivery of an instrument appointing a proxy shall not preclude a member from attending, speaking and voting in person at the EGM, and in such event, the instrument appointing a proxy shall be deemed to be revoked.

1. Where there are joint holders of any shares, any one of such joint holder may vote at the EGM, either personally or by proxy, in respect of such share as if it were solely entitled thereto, but if more than one of such joint holders be present at the EGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

2. For determining the entitlement to attend and vote at the EGM, the register of members of the Company will be closed on 19 September 2024 (Thursday) (being the record date for the EGM). During the closure, no transfer of shares will be registered. In order to be eligible to attend and vote at the EGM, all transfer forms accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on 17 September 2024 (Tuesday).

3. If any shareholder chooses not to attend the EGM in person but has any question about any resolution or about the Company, or has any matter for communication with the board of directors of the Company, it is welcome to send such question or matter to the Company’s email at ir-asia@chinaoct.com.

4. The Company may change the arrangements of the EGM subject to the public health requirements or guidelines of regulatory authorities, extreme weather conditions or where the situation requires. The Company may announce updates on the arrangement of the EGM on its website as and when appropriate.

5. More information about the Equity Transfer Agreement is set out in the circular of the Company dated 3 September 2024.

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As at the date of this notice, the Board comprises seven Directors, including three executive Directors namely Ms. Liu Yu, Mr. Wang Jianwen and Ms. Qi Jianrong, one non-executive Director namely Mr. Yang Guobin and three independent non-executive Directors namely Ms. Wong Wai Ling, Mr. Lam Sing Kwong Simon and Mr. Chu Wing Yiu.

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