Overseas Chinese Town Asia : MAJOR TRANSACTION SUPPLEMENTAL AGREEMENT IN RELATION TO SUBSCRIPTION OF 49% INTEREST IN THE CAYMAN FUND

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)

MAJOR TRANSACTION

SUPPLEMENTAL AGREEMENT

IN RELATION TO

SUBSCRIPTION OF 49% INTEREST IN THE CAYMAN FUND

Reference is made to the announcement of the Company dated 8 December 2020 and the circular of the Company dated 15 December 2020 in relation to, among others, a major transaction regarding the Company's Subscription to the Cayman Fund.

On 9 April 2021, the Company, City Legend, HNW SPC, Other Investors, and Project Entities to the Private Placing Memorandum entered into the Supplemental Agreement under which, subject to all parties to the Supplemental Agreement obtaining all requisite approvals, the Open Period for the transfer or redemption of the Fund Shares of the Cayman Fund is to be amended.

LISTING RULES IMPICATIONS

As the highest applicable percentage ratio calculated pursuant to Chapter 14 of the Listing Rules in respect of the Subscription was more than 25% but less than 100%, the Subscription constituted a major transaction of the Company and was subject to the reporting, announcement, circular and Shareholders' approval requirements under Chapter 14 of the Listing Rules. The Company obtained a written approval from Pacific Climax for the approval of the Subscription in lieu of a resolution to be passed at a general meeting of the Company pursuant to Rule 14.44 of the Listing Rules.

Pursuant to Rules 14.36 and 14.40 of the Listing Rules, the Company must re-comply with the announcement and shareholders' approval requirements before it proposes to effect a material change to the terms of a major transaction. Accordingly, the Supplemental Agreement, which serve to amend the Private Placing Memorandum governing the Cayman Fund, is subject to the independent shareholders' approval and announcement requirements under Chapter 14 of the Listing Rules.

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As no Shareholder has a material interest in the Supplemental Agreement, none of the Shareholders is required to abstain from voting if the Company were to convene a general meeting for the approval of the same. The Company has obtained a written approval from Pacific Climax, which, as at the date of this announcement, held 530,894,000 Shares (representing approximately 70.94% of the issued share capital of the Company) for the approval of the Supplemental Agreement 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 Supplemental Agreement.

A circular containing, among other things, further details of the Supplemental Agreement and such other information as required under the Listing Rules, is expected to be despatched to the Shareholders on or before 3 May 2021.

Reference is made to the announcement of the Company dated 8 December 2020 and the circular of the Company dated 15 December 2020 in relation to, among others, a major transaction regarding the Company's Subscription to the Cayman Fund.

On 9 April 2021, the Company, HNW SPC, Other Investors, and Project Entities to the Private Placing Memorandum entered into the Supplemental Agreement under which, subject to all parties to the Supplemental Agreement obtaining all requisite approvals, the Open Period for the transfer or redemption of the Fund Shares of the Cayman Fund is to be amended.

The Supplemental Agreement shall take effect upon all parties to the Supplemental Agreement having duly executed the Supplemental Agreement and obtained all requisite approval(s) and taken all necessary corporate actions to authorise the execution and delivery of and the performance of obligations and the exercise of rights under the Supplemental Agreement.

The Company has already obtained a written approval from Pacific Climax, which, as at the date of this announcement, held 530,894,000 Shares (representing approximately 70.94% of the issued share capital of the Company) for the approval of the Supplemental Agreement 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 SUPPLEMENTAL AGREEMENT

The principal terms of the Supplemental Agreement are set out as follows:

Date

9 April 2021

Contracting parties

1. The Company and City Legend;

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1. HNW SPC;
2. The Manager;
3. Other Investors; and
4. Project Entities.

Major term of the Supplemental Agreement

Pursuant to the Supplemental Agreement, the Private Placing Memorandum would be amended to the effect that the Open Period, during which a holder of Fund Shares may request a transfer of its Fund Shares to a transferee approved by the directors of HNW SPC or a compulsory redemption of its Fund Shares by HNW SPC, is a period of 90 days starting from the 100th day before every other anniversary date of (i.e. every two years) of the date of completion of all subscription to the Cayman Fund.

Condition Precedents

The Supplemental Agreement contemplated thereunder shall take effect upon all parties to the Supplemental Agreement having duly executed the Supplemental Agreement and obtained all requisite approval(s) and taken all necessary corporate actions to authorise the execution and delivery of and the performance of obligations and the exercise of rights under the Supplemental Agreement.

The Company has already obtained a written approval from Pacific Climax, which, as at the date of this announcement, held 530,894,000 Shares (representing approximately 70.94% of the issued share capital of the Company) for the approval of the Supplemental Agreement in lieu of a resolution to be passed at a general meeting of the Company pursuant to Rule 14.44 of the Listing Rules.

REASONS FOR AND BENEFITS OF THE SUPPLEMENTAL AGREEMENT

The terms of the Supplemental Agreement were arrived at after arm's length negotiations between the Investors. Taking into consideration that (i) the anniversary date of the date of completion of all subscription to the Cayman Fund is the financial year end date of the Cayman Fund, and (ii) since annual audited financial statements of the Cayman Fund will be provided to all holders of Fund Shares, the Directors consider that if the relevant transfer(s)/redemption(s) of Fund Shares will be completed before the financial year end date of the Cayman Fund and be reflected in the financial statements of the Cayman Fund, all Investors including the Group will have a better understanding of the value of the Fund Shares of the Cayman Fund, which will assist the parties to confirm the investment return and formulate the investment plan of the Cayman Fund for the next year at the financial year end.

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

INFORMATION OF THE CAYMAN FUND

The Cayman Fund is a segregated portfolio of HNW SPC named Serica Segregated Portfolio and the Private Placing Memorandum was registered with the Cayman Islands Monetary Authority in accordance with the applicable laws in the Cayman Islands. For details of the terms of the Cayman Fund, please refer to the sections headed "THE SUBSCRIPTION" and "INFORMATION OF THE CAYMAN FUND" in the circular of the Company dated 15 December 2020.

INFORMATION OF THE GROUP

The principal business activity of the Company is investment holding. The Group is principally engaged in comprehensive development, equity investment and fund management. Equity investment and fund management involve direct equity investment and private equity fund investment in the primary market. Comprehensive development involves development and sale of residential properties, development and management of commercial properties, and development and operation of tourism projects.

INFORMATION OF HNW SPC AND MANAGER

HNW SPC is an exempted company registered as a segregated portfolio company under the laws of the Cayman Islands with limited liability. Its ultimate beneficial owner is CCB International (Holdings) Limited and is principally engaged in direct investment, asset management, and the provision of sponsor and underwriting, financial advice and securities brokerage services.

The Manager of the Cayman Fund is a company incorporated in Hong Kong and licensed under the SFO to conduct Type 1 (dealing in securities), Type 4 (advising on securities) and Type 9 (asset management) regulated activities. It is principally engaged in asset management and investment businesses, covering various sectors such as healthcare, consumer and retail, energy and transportation, information technology, media and real estate.

The Manager is wholly-owned by CCB International (Holdings) Limited, which is in turn an indirect wholly-owned subsidiary of China Construction Bank Corporation. China Construction Bank Corporation is a joint stock company incorporated in the PRC with limited liability and the shares of which are listed on the main board of the Stock Exchange (stock code: 00939) and the Shanghai Stock Exchange (stock code: 601939).

To the best of the Directors' knowledge, information and belief and having made all reasonable enquiries, HNW SPC, Manager and their respective ultimate beneficial owners are Independent Third Parties.

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INFORMATION OF THE PROJECT ENTITIES

City Turbo is an investment holding company incorporated in Hong Kong. As at the date of this announcement, City Turbo is wholly owned by the Cayman Fund.

As at the date of this announcement, City Turbo holds the entire equity interest in Xi'an OCT Land, which is a company established in the PRC with limited liability and is principally engaged in the provision of property holding, leasing and management services.

INFORMATION OF OTHER INVESTORS

1. CENTURY GINWA RETAIL HOLDINGS LIMITED (世紀金花商業控股有限公司), a company incorporated in Bermuda with limited liability and having its registered office at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda, the shares of which are listed on the main board of The Stock Exchange of Hong Kong Limited (stock code: 0162). According to the company's annual report for the year ended 31 March 2020, the principal activities of the company and its subsidiaries are the operation of department stores, a shopping mall and supermarkets in the People's Republic of China; and
2. Kinetic Creation Global Investments Limited is an investment holding company wholly-owned by CCBI Investments Limited.

To the best of the Directors' knowledge, information and belief and having made all reasonable enquiries, each of the Other Investors and their respective ultimate beneficial owners are Independent Third Parties.

LISTING RULES IMPICATIONS

As the highest applicable percentage ratio calculated pursuant to Chapter 14 of the Listing Rules in respect of the Subscription was more than 25% but less than 100%, the Subscription constituted a major transaction of the Company and was subject to the reporting, announcement, circular and Shareholders' approval requirements under Chapter 14 of the Listing Rules. The Company obtained a written approval from Pacific Climax for the approval of the Subscription in lieu of a resolution to be passed at a general meeting of the Company pursuant to Rule 14.44 of the Listing Rules.

Pursuant to Rule 14.36 and 14.40 of the Listing Rules, the Company must re-comply with the announcement and shareholders' approval requirements before it proposes to effect a material change to the terms of a major transaction. Accordingly, the Supplemental Agreement, which serves to amend the Private Placing Memorandum governing the Cayman Fund, is subject to the independent shareholders' approval and announcement requirements under Chapter 14 of the Listing Rules.

As no Shareholder has a material interest in the Supplemental Agreement, none of the Shareholders is required to abstain from voting if the Company were to convene a general meeting for the approval of the same. The Company has obtained a written approval from Pacific Climax, which, as at the date of

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this announcement, held 530,894,000 Shares (representing approximately 70.94% of the issued share capital of the Company) for the approval of the Supplemental Agreement 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 Supplemental Agreement.

A circular containing, among other things, further details of the Supplemental Agreement and such other information as required under the Listing Rules, is expected to be despatched to the Shareholders on or before 3 May 2021.

DEFINITIONS

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

"Board"	the board of directors of the Company
"Cayman Fund"	a segregated portfolio to be created by the HNW SPC
"City Legend"	City Legend International Limited, a wholly-owned subsidiary
	of the Company
"City Turbo"	City Turbo Limited (港名有限公司), a company incorporated
	in Hong Kong with limited liability
"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(s)"	has the meaning ascribed to it under the Listing Rules
"Directors"	the directors of the Company
"Fund Shares"	the shares of the Cayman Fund subscribed by the Investors
	and, if any, to be subscribed by future holders of the shares of
	the Cayman Fund
"Group"	the Company and its subsidiaries as at the date of this
	announcement

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"HNW SPC"	HNW Investment Fund Series SPC, an exempted company
	registered as a segregated portfolio company under the laws
	of the Cayman Islands with limited liability
"Independent Third Party(ies)"	third parties independent of and not connected with the
	Company and its connected persons
"Investor(s)"	the Company and the Other Investor(s)
"Manager"	CCB International Asset Management Limited (建銀國際資
	產管理有限公司), a company incorporated in Hong Kong and
	licensed under the SFO to conduct Type 1 (dealing in
	securities), Type 4 (advising on securities) and Type 9 (asset
	management) regulated activities
"Open Period"	a period of time prescribed in the Private Placing
	Memorandum during which a holder of any Fund Shares
	may request a transfer of the Fund Shares to a transferee
	approved by the directors of HNW SPC or a compulsory
	redemption by HNW SPC
"Other Investor(s)"	(1) Century Ginwa Retail Holdings Limited (世紀金花商業控
	股有限公司), a company incorporated in Bermuda with
	limited liability and having its registered office at Clarendon
	House, 2 Church Street, Hamilton HM 11, Bermuda, the
	shares of which are listed on the main board of The Stock
	Exchange of Hong Kong Limited (stock code: 0162); and (2)
	Kinetic Creation Global Investments Limited, an investment
	holding company wholly-owned by CCBI Investments
	Limited
"Pacific Climax"	Pacific Climax Limited, a company incorporated in the British
	Virgin Islands with limited liability, which is a controlling
	shareholder of the Company
"PRC"	the People's Republic of China
"Project Entities"	City Turbo and Xi'an OCT Land
"Private Placing Memorandum"	the private placing memorandum together with its appendix
	and ancillary document(s) setting out the terms of the
	operation of the Cayman Fund

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"SFC"	Securities and Futures Commission
"SFO"	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong), as amended from time to time
"Share(s)"	the share(s) of the Company
"Shareholder(s)"	the shareholder(s) of the Company
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Subscription"	the subscription of not more than 49% interest of the Cayman
	Fund
"Xi'an OCT Land"	Xi'an OCT Land Co., Ltd.* (西安華僑城置地有限公司), a
	company established in the PRC

In this announcement, if there is any inconsistency between the Chinese names of the entities or enterprises established in the PRC and their English translations, the Chinese names shall prevail. The English translation of names or any descriptions in Chinese which are marked with * is for identification purpose only.

By the order of the Board

Overseas Chinese Town (Asia) Holdings Limited

Zhang Dafan

Chairman

Hong Kong, 9 April 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; Ms. Wong Wai Ling, Mr. Lam Sing Kwong Simon and Mr. Chu Wing Yiu as independent non-executive Directors.

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