Overseas Chinese Town Asia : GRANT OF WAIVER FROM STRICT COMPLIANCE WITH RULE 14.41(A) OF THE LISTING RULES

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

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)

GRANT OF WAIVER FROM STRICT COMPLIANCE WITH

RULE 14.41(A) OF THE LISTING RULES

Reference is made to the announcement of Overseas Chinese Town (Asia) Holdings Limited (the "Company") dated 19 February 2021 in relation to the major transaction of the Company relating to the disposal of Tongcheng-Elong Shares on-market by City Legend, a wholly-owned subsidiary of the Company (the "Announcement"). Unless otherwise defined, capitalised terms used in this announcement shall have the same meanings as defined in the Announcement.

As set out in the Announcement, a circular (the "Circular") containing further details of the Disposals and such other information as required under the Listing Rules will be despatched to the Shareholders on or before 12 March 2021. As additional time is required for the Company to finalise certain information to be disclosed in the Circular, in particular, the working capital sufficiency statement, the Company will despatch the Circular on or before 23 March 2021.

Pursuant to Rule 14.41(a) of the Listing Rules, as the Disposals are approved by way of a written shareholder's approval in lieu of a resolution to be passed at a general meeting of the Company pursuant to Rule 14.44 of the Listing Rules, the Circular shall be despatched to the Shareholders within 15 business days after the publication of the Announcement.

The Company has applied to the Stock Exchange for a waiver from strict compliance with Rule 14.41(a) of the Listing Rules.

By the order of the Board

Overseas Chinese Town (Asia) Holdings Limited

Zhang Dafan

Chairman

Hong Kong, 12 March 2021

As at the date of this announcement, the Board comprises seven Directors, namely: Mr. Zhang Dafan, Ms. Xie Mei and Mr. Lin Kaihua as executive Directors; Mr. Wang Wenjin as non-executive

Director; and Ms. Wong Wai Ling, Mr. Lam Sing Kwong Simon and Mr. Chu Wing Yiu as independent non-executive Directors.