Overseas Chinese Town Asia : VERY SUBSTANTIAL DISPOSAL POSSIBLE DISPOSAL OF LISTED SECURITIES IN TONGCHENG-ELONG

April 22, 2021 at 07:54 am EDT

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 adviser.

If you have sold or transferred all your shares in Overseas Chinese Town (Asia) Holdings Limited (the "Company"), you should hand this circular together with the accompanying proxy form 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)

VERY SUBSTANTIAL DISPOSAL

POSSIBLE DISPOSAL OF LISTED SECURITIES IN

TONGCHENG-ELONG

Capitalised terms used in this cover page shall bear the same meanings as those defined in the section headed "Definitions" in this circular. A notice convening the EGM to be held at the conference room of the Company on 3/F, Jacaranda IBC, OCT Harbour, Baishi Road, Nanshan District, Shenzhen, PRC on Monday, 10 May 2021, at 11:00 a.m. is set out on pages EGM-1 to EGM-3 of this circular. A form of proxy for use at the EGM is enclosed with this circular. Whether or not you plan to attend the EGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company's branch share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

PRECAUTIONARY MEASURES FOR THE EGM

Please refer to page ii of this circular for the measures to be implemented at the EGM by the Company to protect the attendees from the risk of infection of the novel coronavirus ("COVID-19"), including:

compulsory body temperature check and filling out the health declaration form;
compulsory wearing of surgical face mask; and
no distribution of corporate gifts and no serving of refreshments.

Any person who does not comply with the precautionary measures or is subject to any Hong Kong Government prescribed quarantine may be denied entry into the EGM venue. For the health and safety of the Shareholders, the Company strongly advises the Shareholders to appoint the Chairman of the meeting as your proxy to vote on the relevant resolution at the EGM as an alternative to attending the EGM in person.

23 April 2021

		CONTENTS
			Page
Precautionary Measures for the Extraordinary General Meeting . . . . . . . . . . . . . . . . . .	ii
Definitions . .	. .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Appendix I	-	Financial Information of the Group . . . . . . . . . . . . . . . . . . . . . . . . . .	I-1
Appendix II	-	Financial Information of Tongcheng-Elong . . . . . . . . . . . . . . . . . . . . .	II-1
Appendix III -	Unaudited Pro Forma Financial Information of the Remaining Group . .	III-1
Appendix IV -	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	IV-1
Notice of Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	EGM-1

- i -

PRECAUTIONARY MEASURES FOR THE EXTRAORDINARY GENERAL

MEETING

In view of the ongoing COVID-19, the Company will implement necessary preventive measures at the forthcoming EGM to protect attending Shareholders, proxies and other attendees from the risk of infection, including:

Compulsory body temperature check will be conducted on every Shareholder, proxy and other attendee at the entrance of the EGM venue and a health declaration form must be filled out. Any person with a body temperature of over 37.2 degrees Celsius will be denied entry into the EGM venue or be required to leave the EGM venue.
Attendees are required to prepare his/her own surgical face masks and wear the same inside the EGM venue at all times, and to maintain a safe distance between seats. Therefore, the number of seats at the EGM venue will be subject to restrictions and if necessary, the Company may restrict the number of people attending the EGM to avoid overcrowding at the venue.
No corporate gifts will be distributed and no refreshments will be served.
The number of management of the Company attending the EGM in person will also be subject to restrictions. The Directors who will not attend the EGM in person will participate by video conference.

To the extent permitted under law, the Company reserves the right to deny entry into the EGM venue or require any person to leave the EGM venue in order to ensure the safety of the attendees at the EGM.

In the interest of all attendees' health and safety, the Company wishes to advise all Shareholders that physical attendance in person at the EGM is not necessary for the purpose of exercising voting rights. By using proxy forms with voting instructions duly completed, Shareholders may appoint the Chairman of the EGM as their proxy to vote on the relevant resolution at the EGM as an alternative to attending the EGM in person. 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, he/she is welcome to send such question or matter to our email at ir-asia@chinaoct.com. Subject to the development of COVID- 19, the Company may implement further changes and precautionary measures and may issue further announcement on such measures as appropriate.

- ii -

DEFINITIONS

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

"associate(s)"	has the meaning ascribed to it under the Listing Rules
"Board"	the board of Directors
"City Legend"	City Legend International Limited (華昌國際有限公司), a company
	incorporated in Hong Kong with limited liability and is a wholly-
	owned subsidiary of the Company
"close associate(s)"	has the meaning ascribed to it under the Listing Rules
"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
"Director(s)"	the director(s) of the Company
"Disposal Mandate"	a mandate proposed to be granted by the Shareholders to the
	Directors to dispose of all or part of 46,925,080 Tongcheng-Elong
	Shares currently held by the Group on-market during the Mandate
	Period in accordance with the terms and conditions set out under
	the paragraph headed "The Possible Disposal - Terms and
	conditions of the Disposal Mandate" in this circular
"Disposed Tongcheng-Elong	the 59,154,400 Tongcheng-Elong Shares disposed of by the
Shares"	Company in the Previous Disposals
"EGM"	the extraordinary general meeting of the Company to be convened
	for approving the Possible Disposal and the transactions
	contemplated thereunder
"Eighth Disposal"	the disposal by City Legend of an aggregate of 11,748,400
	Tongcheng-Elong Shares on-market in a series of transactions
	between 18 February 2021 and 19 February 2021, details of which
	are set out in the Company's announcement dated 19 February
	2021 and circular dated 23 April 2021

- 1 -

	DEFINITIONS
"Fifth Disposal"	the disposal by City Legend of an aggregate of 6,435,600
	Tongcheng-Elong Shares on-market in a series of transactions
	between 23 November 2020 and 2 December 2020, details of which
	are set out in the Company's announcement dated 2 December
	2020
"First Disposal"	the disposal by City Legend of an aggregate of 5,919,600
	Tongcheng-Elong Shares on-market in a series of transactions
	between 27 August 2020 and 28 August 2020, details of which are
	set out in the Company's announcement dated 28 August 2020
"Fourth Disposal"	the disposal by City Legend of an aggregate of 8,201,200
	Tongcheng-Elong Shares on-market in a series of transactions
	between 18 November 2020 and 20 November 2020, details of
	which are set out in the Company's announcement dated 20
	November 2020 and the Company's circular dated 30 September
	2020
"Group"	the Company and its subsidiaries
"HK$"	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 Party(ies)"	parties independent of and not connected with the Company and its
	connected persons
"Latest Practicable Date"	19 April 2021, being the latest practicable date prior to the printing
	of this circular for ascertaining certain information in this circular
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"Mandate Period"	the Disposal Mandate will be valid for a 12-month period from the
	date of passing of the relevant resolution(s) by the Shareholders at
	the EGM
"Minimum Disposal Price"	the minimum selling price of the Tongcheng-Elong Shares pursuant
	to the Disposal Mandate, being HK$14 per Tongcheng-Elong Share
	(for reference purpose, equivalent to approximately RMB11.62)

- 2 -

	DEFINITIONS
"Ninth Disposal"	the disposal by City Legend of an aggregate of 7,228,800
	Tongcheng-Elong Shares on-market in a series of transactions
	between 23 February 2021 and 25 February 2021, details of which
	are set out in the Company's announcement dated 25 February
	2021
"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 (HK)"	Overseas Chinese Town (HK) Company Limited, a company
	incorporated in Hong Kong with limited liability and wholly
	owned by OCT Ltd.
"OCT Ltd."	Shenzhen Overseas Chinese Town Co., Ltd. (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 (stock code: 000069)
"Pacific Climax"	Pacific Climax Limited, a company incorporated in the British
	Virgin Islands with limited liability, a controlling shareholder of the
	Company and is wholly-owned by OCT (HK)
"Possible Disposal"	the possible disposal of the Tongcheng-Elong Shares by City
	Legend pursuant to the Disposal Mandate
"Previous Disposals"	the First Disposal, the Second Disposal, the Third Disposal, and the
	Fourth Disposal, the Fifth Disposal, the Sixth Disposal, the Seventh
	Disposal, the Eighth Disposal and the Ninth Disposal
"PRC"	the People's Republic of China, for the purpose of this circular,
	excluding Hong Kong, the Macau Special Administrative Region of
	the People's Republic of China and Taiwan
"Remaining Group"	the Group after completion of the Possible Disposal
"RMB"	Renminbi, the lawful currency of the PRC
"Second Disposal"	the disposal by City Legend of an aggregate of 5,192,800
	Tongcheng-Elong Shares on-market in a series of transactions
	between 31 August 2020 and 11 November 2020, the details of
	which are set out in the announcement of the Company dated 11
	November 2020

- 3 -

	DEFINITIONS
"Seventh Disposal"	the disposal by City Legend of an aggregate of 4,647,600
	Tongcheng-Elong Shares on-market in a series of transactions
	between 21 December 2020 and 17 February 2021, details of which
	are set out in the Company's announcement dated 17 February
	2021
"SFO"	Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong)
"Share(s)"	the ordinary share(s) of the Company
"Shareholder(s)"	the shareholder(s) of the Company
"Sixth Disposal"	the disposal by City Legend of an aggregate of 4,407,600
	Tongcheng-Elong Shares on-market in a series of transactions
	between 3 December 2020 and 18 December 2020, details of which
	are set out in the Company's announcement dated 18 December
	2020
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Third Disposal"	the disposal by City Legend of an aggregate of 5,372,800
	Tongcheng-Elong Shares on-market in a series of transactions
	between 12 November 2020 and 17 November 2020, details of
	which are set out in the Company's announcement dated 17
	November 2020
"Tongcheng-Elong"	Tongcheng-Elong Holdings Limited (同程藝龍控股有限公司), 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 (stock code: 0780)
"Tongcheng-Elong Shares"	the shares of Tongcheng-Elong
"United States"	United States of America
"US$"	United States dollars, the law currency of the United States
"%"	per cent

Unless otherwise specified in this circular, the exchange rate of HK$1.00 = RMB0.83 has been used, where applicable, for the purpose of illustration only and does not constitute a representation that any amount has been, could have been or may be exchanged at such a rate or at any other rates.

In this circular, 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.

- 4 -

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 13506
	Grand Cayman KY1-1108
Non-executive Director:	Cayman Islands
Mr. Wang Wenjin
	Head office and principal place of
Independent Non-executive Directors:	business in Hong Kong:
Ms. Wong Wai Ling	59/F., Bank of China Tower,
Professor Lam Sing Kwong Simon	1 Garden Road,
Mr. Chu Wing Yiu	Hong Kong
	23 April 2021
To the Shareholders
Dear Sir or Madam,

VERY SUBSTANTIAL DISPOSAL

POSSIBLE DISPOSAL OF LISTED SECURITIES IN

TONGCHENG-ELONG

INTRODUCTION

Reference is made to the announcement of the Company dated 19 February 2021 in relation to the Eighth Disposal.

The purpose of this circular is to provide you with, among other things, (i) further details of the Disposals, (ii) the financial information of the Group, (iii) other information as required under the Listing Rules; and (iv) a notice convening the EGM.

On 10 May 2018, City Legend, a wholly-owned subsidiary of the Company, entered into an equity transfer agreement with the then shareholder of Tongcheng-Elong to acquire a total of 10,607,948 Tongcheng-Elong Shares at a consideration of RMB1,176,470,588, which was completed on 5 June 2018. Tongcheng-Elong Shares was listed on the main board of the Stock Exchange on 26 November 2018 (the

- 5 -

LETTER FROM THE BOARD

"Listing Date"). Upon completion of the capitalisation issue and global offering of Tongcheng-Elong Shares on the Listing Date, City Legend held a total of 106,079,480 Tongcheng-Elong Shares. The original purchase price for the 106,079,480 Tongcheng-Elong Shares was approximately RMB11.09 per Tongcheng- Elong Share (the "Cost of Acquisition"). For details, please refer to the Company's circular dated 30 August 2018.

THE PREVIOUS DISPOSALS

Between 27 August 2020 and 25 February 2021, City Legend had disposed of an aggregate of 59,154,000 Tongcheng-Elong Shares.

Details of the Previous Disposals are summarised below:

			Average selling	Highest selling	Lowest selling
		No. of	price per	price per	price per
		Tongcheng-Elong	Tongcheng-Elong	Tongcheng-long	Tongcheng-Elong	Gross sale
		Shares	Share	Share	Share	proceeds
			HK$	HK$	HK$	HK$' million
First Disposal (27 August 2020
- 28 August 2020)	5,919,600	15.82	16.46	15.30	93.7
Second Disposal (31 August
2020	- 11 November 2020)	5,192,800	14.68	15.94	14.10	76.2
Third Disposal (12 November
2020	- 17 November 2020)	5,372,800	14.41	14.64	14.10	77.4
Fourth Disposal (18 November
2020	- 20 November 2020)	8,201,200	14.74	14.40	14.74	120.1
Fifth Disposal (23 November
2020	- 2 December 2020)	6,435,600	14.80	14.18	14.80	93.9
Sixth Disposal (3 December
2020	- 18 December 2020)	4,407,600	15.00	14.74	15.00	65.8
Seventh Disposal (21 December
2020	- 17 February 2021)	4,647,600	16.60	14.80	16.60	73.1
Eighth Disposal (18 February
2021	- 19 February 2021)	11,748,400	17.50	16.18	16.95	199.1
Ninth Disposal (23 February
2021	- 25 February 2021)	7,228,800	19.20	17.00	18.37	132.8

THE POSSIBLE DISPOSAL

The Board proposes to seek the approval of the Shareholders at the EGM for the grant of the Disposal Mandate to the Directors to dispose of up to 46,925,080 Tongcheng-Elong Shares currently held by the Group during the Mandate Period on-market.

- 6 -

LETTER FROM THE BOARD

Terms and conditions of the Disposal Mandate

As at the Latest Practicable Date, the Group holds 46,925,080 Tongcheng-Elong Shares, representing approximately 2.14% of the issued share capital of Tongcheng-Elong as at 28 February 2021. It is proposed that the Group will proceed the Possible Disposal so as to realise its securities investment under the following terms and conditions:

the Group will dispose of up to 46,925,080 Tongcheng-Elong Shares on-market in one or a series of transactions;
the selling price of the Tongcheng-Elong Shares will be the market price of the Tongcheng- Elong Shares at the relevant times, but will not be less than the Minimum Disposal Price; and
the Disposal Mandate will be valid for a 12-month period from the date of passing of the relevant resolution(s) by the Shareholders at the EGM.

Basis for the determination of the Minimum Disposal Price

The Minimum Disposal Price per Tongcheng-Elong Share under the Disposal Mandate is set with reference to the current market condition, the recent share price performance of the Tongcheng- Elong Shares, and the minimum gain the Group intend to realise from the Possible Disposal, and the impact of the Possible Disposal at Minimum Disposal Price on the financial accounts of the Group.

As the carrying amount of the Tongcheng-Elong Shares in the financial accounts of the Group is determined with reference, not to the Cost of Acquisition, but to the closing price of the shares traded as on 31 December 2020 which was HK$15 (equivalent to RMB12.6246, converted at the exchange rate of the relevant time) per share, any disposal of the Tongcheng-Elong Shares at a price lower than such carrying price will be accounted for as a loss in the other comprehensive income in the financial accounts of the Group.

To better illustrate the abovementioned contrast between a loss to be recognized in the other comprehensive income and a gain to be actually realized from the Possible Disposal on the assumption that the Tongcheng-Elong Shares are to be disposed at the Minimum Disposal Price:

the Group will realise a gain as the Minimum Disposal Price (HK$14, for reference purpose, equivalent to approximately RMB11.62) is higher than the Cost of Acquisition (being RMB11.09) of each Tongcheng-Elong Share;
the Group will recognize a loss in the other comprehensive income as the Minimum Disposal Price (HK$14, for reference purpose, equivalent to approximately RMB11.62) is lower than the carrying value (HK$15, equivalent to RMB12.6246, converted at the exchange rate of the relevant time) of each Tongcheng-Elong Share.

The minimum total gain from the Possible Disposal calculated by comparing the Cost of Acquisition to the Minimum Disposal Price is disclosed in the paragraph headed "Reasons for and benefit of the Possible Disposal and the Disposal Mandate" of this circular below. The financial

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LETTER FROM THE BOARD

impact of the Possible Disposal as other comprehensive income in the Group's consolidated statement of comprehensive income is calculated by comparing the carrying amount of the Tongcheng-Elong Shares as at 31 December 2020 to the Minimum Disposal Price is disclosed in the paragraph headed "Financial Effect of the Possible Disposal" of this circular below.

The Directors are of the view that more attention should be paid to the gain that the Group can actually realise from the investment in and disposal of the Tongcheng-Elong Shares than to the gain or loss in the other comprehensive income of the Group that fluctuates year by year. Having considered the abovementioned factors and other factors stated in this paragraph and the paragraph headed "Reasons for and benefit of the Possible Disposal and the Disposal Mandate", the Directors are of the view that the Minimum Disposal Price is a fair and reasonable minimum price for the Possible Disposal in the 12-month period when the Disposal Mandate remains valid.

Consideration of the Possible Disposal

The minimum aggregate gross sale proceeds of the Possible Disposal (on the assumption that all 46,925,080 Tongcheng-Elong Shares currently held by the Group are to be disposed at the Minimum Disposal Price) will be approximately RMB545.27 million.

INFORMATION OF THE GROUP AND CITY LEGEND

The Company is an investment holding company and the Group is principally engaged in comprehensive development, equity investment and fund management businesses. The comprehensive development business involves the development and sale of residential properties, the development and management of commercial properties, and the development and operation of tourism projects. The equity investment and fund management business involves private equity investments.

City Legend is a wholly-owned subsidiary of the Company and is incorporated under the laws of Hong Kong with limited liability. It is principally engaged in investment holding.

INFORMATION ON TONGCHENG-ELONG

Tongcheng-Elong is an exempted company incorporated in the Cayman Islands with limited liability. It is principally engaged in the provision of travel products and services in the PRC's online travel industry. Their products and services include accommodation reservation, transportation ticketing, attractions ticketing and various ancillary value-added products and services.

The following financial information of Tongcheng-Elong is extracted from the annual reports of Tongcheng-Elong for the two years ended 31 December 2018 and 31 December 2019, and the results announcement of Tongcheng-Elong for the year ended 31 December 2020:

		For the year ended 31 December
	2018	2019	2020
	RMB'000	RMB'000	RMB'000
Profit before tax	601,526	881,511	397,577
Profit after tax	534,539	686,522	325,533

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LETTER FROM THE BOARD

The net assets of Tongcheng-Elong as at 31 December 2020 as disclosed in the results announcement of Tongcheng-Elong for the year ended 31 December 2020 was approximately RMB14,016,671,000.

REASONS FOR AND BENEFIT OF THE POSSIBLE DISPOSAL

The Group estimates that, for illustration purpose, on the assumption that all 46,925,080 Tongcheng- Elong Shares currently held by the Group are to be disposed at the Minimum Disposal Price under the Disposal Mandate, by comparing such price to the Cost of Acquisition, the Group will have a gross sale proceed of RMB545.27 million, and a gain of approximately RMB24.87million from the Possible Disposal.

The Board intends to apply the net proceeds from the Possible Disposal on the Group's equity investment and fund business in fields such as cultural tourism, technology, and new urbanisation. The Board is of the view that the Possible Disposal is conducted in the ordinary course of the Group's equity investment and fund management businesses, and the Disposal Mandate is fair and reasonable and on normal commercial terms. Having considered that the Possible Disposal can realise a portion of the Company's investments and enhance the liquidity of the Company, thereby allowing the Group to seize business opportunities in the abovementioned fields in a timelier manner and reducing the reliance of the Group on debt or equity financing for such opportunities, the Board considers that the Disposal Mandate and the Possible Disposal are in the interests of the Company and the Shareholders as a whole.

FINANCIAL EFFECT OF THE POSSIBLE DISPOSAL

To better understand the financial effect of the Possible Disposal on the financial accounts of the Group, it has to be noted that as the reporting currency of the Group is RMB, the carrying amount of the shares and the profit or loss from the disposal of such shares in the financial accounts of the Group are to be presented in RMB. Also as the Tongcheng-Elong Shares are classified as equity investment designated at fair value through other comprehensive income in the financial accounts of the Group, the carrying amount of the shares is determined by multiplying the number of shares held by the Group by the closing price of the shares traded as on 31 December 2020 (which is HK$15 per share, but for reporting purpose converted at a historical exchange rate of HK$1: RMB0.84164 as on 31 December 2020 to approximately RMB12.6246 per share), instead of by the Cost of Acquisition of the shares at RMB11.09 per share.

On the assumption that all 46,925,080 Tongcheng-Elong Shares currently held by the Group are to be disposed at the Minimum Disposal Price, the Group is expected to recognize in its consolidated statement of comprehensive income a loss of approximately RMB47.14 million as other comprehensive income for the Possible Disposal, which are calculated based on the differences between (i) the minimum gross sale proceeds of these disposals of approximately RMB545.27 million, and (ii) the carrying amount of approximately RMB592.41 million of the 46,925,080 Tongcheng-Elong Shares.

Shareholders should note that the financial effect shown above is for reference only and the actual amount of gain or loss resulting from the Possible Disposal will eventually be recognised in the consolidated financial statements of the Company.

- 9 -

LETTER FROM THE BOARD

LISTING RULES IMPLICATIONS

Since the Possible Disposal will be conducted within 12 months of the completion of the Previous Disposals, the Possible Disposal is required to be aggregated with the Previous Disposals as a series of transactions pursuant to Rule 14.22 of the Listing Rules.

If the Group proceeds with the Possible Disposal and on the assumption that all Tongcheng-Elong Shares currently held by the Group are to be disposed, the highest applicable percentage ratio calculated pursuant to Chapter 14 of the Listing Rules in respect of the Possible Disposal (when aggregated with the Previous Disposals) will exceed 75%, the Possible Disposal (when aggregated with the Previous Disposals) will constitute a very substantial disposal of the Company under Chapter 14 of the Listing Rules and will be subject to the reporting, announcement requirements and Shareholders' approval requirements under Chapter 14 of the Listing Rules.

WAIVER FROM STRICT COMPLIANCE WITH RULE 14.68(2)(a)(i) OF THE LISTING RULES

Pursuant to Rule 14.68(2)(a)(i) of the Listing Rules, it is required that financial information of (a) Tongcheng-Elong; or (b) the Group with Tongcheng-Elong being shown separately, be included in this circular in relation to the Possible Disposal and subject to Note 2 to Rule 14.68(2)(a) that the Stock Exchange may relax such financial disclosure requirements if the assets of Tongcheng-Elong are not consolidated in the accounts of the Group before the Possible Disposal. The Company has applied to the Stock Exchange for a waiver in relation to Rule 14.68(2)(a)(i) of the Listing Rules by reason of the fact that,

the accounts of Tongcheng-Elong have never been consolidated into the accounts of the Company before the Possible Disposal; (ii) Tongcheng-Elong, being a company listed on the Stock Exchange, its relevant financial information required had already been disclosed in its published annual financial statements which were prepared in accordance with International Financial Reporting Standards, the annual financial statements of Tongcheng-Elong for the financial years ended 31 December 2018 and 31 December 2019 were audited with unqualified audit opinion issued and that for the financial year ended 31 December 2020 have been agreed by Tongeheng-Elong's auditor; (iii) following the discussion between the Company and the reporting accountants of the Company regarding proposed procedure for complying with Rule 14.68(2)(a)(i) of the Listing Rules (the "Review Work"), the Company considered that it would be unduly burdensome, time consuming and costly to the Company to conduct such Review Work, and (iv) the Company also encountered practical difficulties for conducting the Review Work on Tongcheng-Elong as Tongcheng-Elong is also a company listed on the Stock Exchange, it was not permitted to disclose its financial information which is not publicly available to an individual shareholder. In any event, the Company will not have access to any underlying documentary evidence of Tongcheng-Elong to prepare the financial information of Tongcheng-Elong and thus the Company's reporting accountant is in no position to review the same. The Stock Exchange has granted a waiver to the Company to waive the requirements under Rule 14.68(2)(a)(i) of the Listing Rules in this circular. You may refer to Appendix I to this circular for summary of the financial statements of Tongcheng-Elong for each of the three financial years ended 31 December 2018, 31 December 2019 and 31 December 2020, which are available on the website of Tongcheng-Elong for further details.

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LETTER FROM THE BOARD

EGM FOR THE POSSIBLE DISPOSAL

At the EGM, a resolution will be proposed by the Company to seek the Independent Shareholders' approval on the Disposal Mandate and the transactions contemplated thereunder. To the best of the knowledge of the Company, at present no Shareholder shall be considered as having a material interest and required to abstain from voting at the EGM. The proposed resolution will be passed by way of ordinary resolution and voted on by way of poll in accordance with the requirement of the Listing Rules.

RECOMMENDATION

The Board (including the independent non-executive Directors) considers that the Possible Disposal are fair and reasonable and in the best interests of the Company and the Shareholders as a whole.

The Board confirms that the terms of the Disposal Mandate are on normal commercial terms or better, and are fair and reasonable, and the Possible Disposal is in the interests of the Company and Shareholders as a whole. Therefore, the Directors recommend the Shareholders to vote in favour of the relevant resolution to be proposed at the EGM.

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

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APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

1. FINANCIAL INFORMATION OF THE GROUP

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

The audited consolidated financial statements of the Group for the year ended 31 December 2018 have 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 (https://www1.hkexnews.hk/listedco/listconews/sehk/2019/0426/ ltn201904261057.pdf).

The audited consolidated financial statements of the Group for the year ended 31 December 2019 have 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 have been set out in the announcement of the Company which was posted on 31 March 2021 on the Stock Exchange's website (https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0331/2021033102960.pdf).

2. INDEBTEDNESS STATEMENT

As at the close of business on 28 February 2021, being the date of this indebtedness statement prior to the printing of this circular, the Group had total borrowings of approximately RMB6,357.02 million, comprising secured and guaranteed bank and related party loans of approximately RMB3,744.45 million, and unsecured and unguaranteed bank and related party loans of approximately RMB2,612.57 million.

As at 28 February 2021, the Group's secured and guaranteed bank loans were secured and guaranteed by: (i) other property, plant and equipment and interests in leasehold land held for own use with a total carrying value of approximately RMB1,779.29 million; and (ii) guarantees provided by OCT Ltd. and OCT (HK), which are intermediate parents of the Company.

As at 28 February 2021, the Group had outstanding obligations under lease with a carrying amount of approximately RMB21.83 million.

As at 28 February 2021, save for the guarantees of approximately RMB166.57 million given to financial institutions for mortgage facilities granted to buyers of the Group's properties, the Group had no other material contingent liabilities.

As at 28 February 2021, Overseas Chinese Town (Shanghai) Land Company Limited (華僑城（上海）置地有限公司, "OCT Shanghai Land"), a non-wholly owned subsidiary of the Company, participated in a real estate investment trust (the "REITS") programme. The funds raised under the REITS programme totalled RMB2.15 billion, consisting of preferential asset-backed securities which amounted to RMB1.935 billion from investors other than the Group, and secondary asset-backed securities which amounted to RMB0.215 billion from the Group. The entire funds raised (after deducting the relevant fees and expenses) from the two kinds of securities remained in the Group in the form of loans from the investors to the Group as long-term liabilities.

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APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

Foreign currency amounts have been, for the purposes of this indebtedness statement, translated into RMB at the approximate rates of exchange applicable at the close of business on 28 February 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 28 February 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 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 presently available bank facilities, and taking into account the impact of the Disposals, 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 any such material legal proceedings. The Group would record any loss contingencies when, based on the 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. MANAGEMENT DISCUSSION AND ANALYSIS OF THE REMAINING GROUP

After the Possible Disposal, the Remaining Group will continue to carry out the existing businesses. Set out below are the management discussion and analysis of the Remaining Group for each of the three financial years ended 31 December 2018, 2019 and 2020.

For the year ended 31 December 2018

The total equity of the Remaining Group as at 31 December 2018 was approximately RMB11.744 billion. As at 31 December 2018, the Remaining Group had current assets of approximately RMB11.566 billion and current liabilities of approximately RMB10.568 billion. The current ratio was approximately 1.09 as at 31 December 2018, representing a decrease of 0.62 as compared with that as at 31 December 2017 mainly due to inventory of approximately RMB1.96 billion being transferred from current assets to non-current assets and a number of additional long- term equity investment projects during the period. The Remaining Group generally finances its operations with internally generated cash flow, credit facilities provided by banks and shareholder's loans.

As at 31 December 2018, the Remaining Group had outstanding bank and other loans of approximately RMB6.391 billion, without any fixed-rate loans. As at 31 December 2018, the interest rates of bank and other loans of the Remaining Group ranged from 3.14% to 6.38% per annum. Some

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APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

of those bank loans were secured by certain assets of the Remaining Group and corporate guarantees provided by certain related companies of the Company. The Remaining Group's gearing ratio (being the total borrowings including bills payable and loans divided by total assets) was approximately 35.24% as at 31 December 2018, representing an increase of 8.31 percentage points as compared with approximately 26.93% as at 31 December 2017, mainly due to the increase in the amount of loans as at the end of the year ended 13 December 2018.

As at 31 December 2018, approximately 88.90% of the total amount of outstanding bank and other loans of the Remaining Group amounting to approximately RMB5.68 billion was in Hong Kong Dollars; approximately 11.10% of which amounting to approximately RMB708.50 million was in RMB; no outstanding bank and other loans were in United States Dollars.

As at 31 December 2018, the total cash and bank balance of the Remaining Group was approximately RMB3.223 billion, of which approximately 67.60% was denominated in United States Dollars, approximately 30.30% was denominated in RMB and approximately 2.10% was denominated in Hong Kong Dollars.

For the year ended 31 December 2019

The total equity of the Remaining Group as at 31 December 2019 was approximately RMB11.591 billion. As at 31 December 2019, the Remaining Group had current assets of approximately RMB9.564 billion and current liabilities of approximately RMB7.219 billion. The current ratio was approximately 1.32 as at 31 December 2019, representing an increase of 0.23 as compared with that as at 31 December 2018, mainly due to a drawdown of HK$2.25 billion from the Bank of China in 2019 in replacement of other short-term bank loans over the same period. The Remaining Group generally finances its operations with internally generated cash flow, credit facilities provided by banks and shareholder's loans.

As at 31 December 2019, the Remaining Group had outstanding bank and other loans of approximately RMB8.116 billion, without any fixed-rate loans. As at 31 December 2019, the interest rates of bank and other loans of the Remaining Group ranged from 3.37% to 4.99% per annum. Some of those bank loans were secured by certain assets of the Remaining Group and corporate guarantees provided by certain related companies of the Company. The Remaining Group's gearing ratio (being the total borrowings including bills payable and loans divided by total assets) was approximately 36.17% as at 31 December 2019, representing an increase of 0.93 percentage points as compared with approximately 35.24% as at 31 December 2018, mainly due to the increase in the amount of loans as at the end of the year ended 31 December 2019.

As at 31 December 2019, approximately 61.90% of the total amount of outstanding bank and other loans of the Remaining Group amounting to approximately RMB5.021 billion was denominated in Hong Kong Dollars and approximately 38.10% of which amounting to approximately RMB3.095 billion was denominated in RMB.

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APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

As at 31 December 2019, the total cash and bank balance of the Remaining Group was approximately RMB2.681 billion, of which approximately 58.50% was denominated in United States Dollars, approximately 32.90% was denominated in RMB and approximately 8.60% was denominated in Hong Kong Dollars.

For the year ended 31 December 2020

The total equity of the Remaining Group as at 31 December 2020 was approximately RMB13.186 billion. As at 31 December 2020, the Remaining Group had current assets of approximately RMB14.198 billion and current liabilities of approximately RMB4.634 billion. The current ratio was approximately 3.06 as at 31 December 2020, representing an increase of 1.74 as compared with that as at 31 December 2019, mainly due to mainly due to the Group having sold the Chengdu OCT Project and Xi'an OCT Land Project to revitalize existing funds in 2020. The Remaining Group generally finances its operations with internally generated cash flow, credit facilities provided by banks and shareholder's loans.

As at 31 December 2020, the Remaining Group had outstanding bank and other loans of approximately RMB6.606 billion, approximately RMB2.078 billion was fixed-rate loans. As at 31 December 2020, the interest rates of bank and other loans of the Remaining Group ranged from 1.33% to 4.75% per annum. Some of those bank loans were secured by certain assets of the Remaining Group and corporate guarantees provided by certain related companies of the Company. The Remaining Group's gearing ratio (being the total borrowings including bills payable and loans divided by total assets) was approximately 34.8% as at 31 December 2020, representing an increase of 0.4 percentage points as compared with approximately 34.4% as at 31 December 2019, which was approximate with that of the same period in 2019.

As at 31 December 2020, approximately 53.8% of the total amount of outstanding bank and other loans of the Remaining Group amounting to approximately RMB3.556 billion was denominated in Hong Kong Dollars and approximately 46.2% of which amounting to approximately RMB3.050 billion was denominated in RMB.

As at 31 December 2020, approximately 0.4% of the total amount of cash and cash equivalents of the Group was denominated in United States Dollars, approximately 52.6% of which was denominated in Renminbi and approximately 47.0% of which was denominated in Hong Kong Dollars.

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APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

Funding and Treasury Policies

The Remaining Group adopted prudent funding and treasury policies. Surplus funds are primarily maintained in the form of cash deposits with leading banks.

Acquisition and development of properties are financed partly by internal resources and partly by bank loans. Repayments of bank loans are scheduled to match asset lives and project completion dates. Bank loans are mainly denominated in Hong Kong dollars and RMB and, bear interest at floating rates.

The Remaining Group considers that exchange rate fluctuations may have some effect on the overall financial performance of the Remaining Group but it is still at a manageable level. The Remaining Group will continue to monitor the situation and may consider entering into hedging arrangements in order to minimise foreign exchange risks, if and when necessary. As at 31 December 2018, 2019 and 2020, the Remaining Group had no material exposure under foreign exchange contracts or any other hedging instruments.

Interest Expenses

For the years ended 31 December 2018, 2019 and 2020, the interest expenses of the Remaining Group were approximately RMB144.88 million, RMB227.93 million and RMB183 million, respectively. A large portion of the interest expenses was incurred as a result of bank borrowings interests obtained by the Remaining Group for the development of integrated businesses.

Employees and Remuneration Policy

As at 31 December 2018, 2019 and 2020, the Remaining Group employed 600, 234 and 314 full-time employees, respectively. The basic remunerations of the employees of the Remaining Group are determined with reference to the industry's remuneration benchmark, the employees' experience and their performance, and equal opportunities will be offered to all staff members. Salaries of the employees are maintained at a competitive level and are reviewed annually, with reference to the relevant labour market and economic situation. Directors' remuneration is determined based on a variety of factors such as market conditions and responsibilities assumed by each Director. Apart from the basic remuneration and statutory benefits, the Remaining Group also provides bonuses to the staff based upon the Remaining Group's results and their individual performance.

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APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

The Remaining Group has not experienced any significant problems with its employees or disruption to its operations due to labour disputes nor has it experienced any difficulty in the recruitment and retention of experienced staff. The Remaining Group maintains a good relationship with its employees. Most members of senior management have been working for the Remaining Group for many years.

Under the ordinary resolution passed at the extraordinary general meeting on 15 February 2011, the Board adopted a new share option scheme (the "New Scheme"). As at 2 March 2016, all share options granted under the New Scheme have expired, lapsed and cancelled. As at 31 December 2018, 2019 and 2020, no share option was granted, exercised, lapsed and cancelled.

Contingent Liabilities

As at 31 December 2018, 2019 and 2020, guarantees given to financial institutions for mortgages facilities granted to buyers of the Remaining Group's properties amounted to approximately RMB823.99 million, RMB322.02 million and RMB100 million, respectively.

The Remaining Group has entered into agreements with certain banks with respect to mortgage loans provided to buyers of the property units. Pursuant to the mortgage agreements signed between the Remaining Group and the banks, the guarantee will be released upon the issuance of the individual property ownership certificate. Should the mortgagors fail to pay the mortgage monthly installment before the issuance of the individual property ownership certificate, the banks can draw down the security deposits up to the amount of outstanding mortgage installments and demand the Remaining Group to repay the outstanding balance to the extent that the deposit balance is insufficient.

The amount of guarantee deposits required varies among different banks, but usually within a range of 0% to 5% of the mortgage loans granted to buyers, with prescribed capped amount.

The management does not consider it probable that the Remaining Group will sustain a loss under these guarantees as the bank has the rights to sell the property and recovers the outstanding loan balance from the sale proceeds if the property buyers default payment. The management also considers that the market value of the underlying properties is able to cover the outstanding mortgage loans guaranteed by the Remaining Group. No liabilities are therefore recognised in respect of these guarantees.

Significant investments

For the years ended 31 December 2018 and 2019, the significant investments held by the Remaining Group which were classified as fair value through other comprehensive income ("FVOCI") were as follows:

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APPENDIX I		FINANCIAL INFORMATION OF THE GROUP
For the year ended 31 December 2018
							Size of the
							investment to
							the value of
	Number of	Approximate	Net gain/(loss)	Dividend			the total assets
	shares held by	percentage of	for the year	received for			of the Group
	the Group as	shareholding as	ended	the year ended		Fair value as	as at
	at 31 December	at 31 December	31 December	31 December	Investment	at 31 December	31 December
Name of investment	2018	2018	2018	2018	cost	2018	2018
		%	RMB'000	RMB'000	RMB'000	RMB'000	%
Equity securities
designated at FVOCI
Listed shares
Tongcheng-Elong
(note 1)	106,079,480	5.09%	14,635 (note 2)	0	1,176,471	1,161,836	4.65%

Notes:

Tongcheng-Elongand its subsidiaries engage in provision of travel products and services in the China's online travel industry. Their products and services include accommodation reservation, transportation ticketing, attractions ticketing and various ancillary value-added products and services.
The net movement is recognised in other comprehensive income.

For the year ended 31 December 2019

							Size of the
							investment to
	Number of	Approximate					the value of
	shares held by	percentage of	Net gain/(loss)	Dividend			the total assets
	the Group as	shareholding as	for the year	received for			of the Group
	at	at	ended	the year ended		Fair value as	as at
	31 December	31 December	31 December	31 December	Investment	at 31 December	31 December
Name of investment	2019	2019	2019	2019	cost	2019	2019
		%	RMB'000	RMB'000	RMB'000	RMB'000	%

Equity securities designated at FVOCI

Listed shares

Tongcheng-Elong

106,079,480

4.99% 166,598 (note 1)

1,176,471

1,328,434

5.02%

Note:

1. The net movement is recognised in other comprehensive income.

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APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

For the year ended 31 December 2020, the Remaining Group did not hold any significant investment which was classified as equity securities designated at FVOCI.

Going forward, the Remaining Group will actively explore equity investment opportunities through the prudent selection of high-quality projects that is in line with its corporate development strategy specialising in culture, tourism, new urbanisation and industrial ecosphere investment. The Remaining Group will continue to adopt prudent capital management and liquidity risk management policies and practices to preserve adequate buffer to meet the challenges ahead.

Material Acquisitions and Disposals

For the year ended 31 December 2018

Disposal of Huali Packaging (Huizhou)

Following the completion of transfer of 85% equity interest in Huali Packaging (Huizhou) Co., Ltd. ("Huali Packaging (Huizhou)") in April 2018, the Group entered into an equity transfer agreement with the successful bidder in June 2018 to sell 15% equity interest in Huali Packaging (Huizhou) at the consideration of approximately RMB12.92 million. Upon completion of the disposal, the Group no longer held any equity interest in Huali Packaging (Huizhou). For further details, please refer to the announcement of the Company dated 15 June 2018.

Acquisition of 5.11% equity interest in Tongcheng-Elong

On 10 May 2018, City Legend, an indirect wholly-owned subsidiary of the Company, and Suzhou Wan Cheng Sheng Da Travel Development Limited (蘇州萬程晟達旅遊發展有限公司) entered into equity transfer agreements, pursuant to which City Legend agreed to acquire 5.11% equity interest in Tongcheng-Elong at the consideration of approximately RMB1.18 billion. For further details, please refer to the announcements of the Company dated 10 May 2018 and 22 June 2018 and the circular of the Company dated 30 August 2018.

Acquisition of Changshu Land

On 25 June 2018, OCT (Changshu) Investment and Development Co., Ltd. ("OCT Changshu"), a non-wholly-owned subsidiary of the Company, won the bid for the land use rights of a land parcel located in Changshu City (the "Changshu Land") at the base bid price of approximately RMB18.78 million. OCT Changshu entered into a land transfer agreement with the Land and Resources Bureau to acquire the Changshu Land at the consideration of approximately RMB18.78 million. For further details, please refer to the announcement of the Company dated 27 June 2018.

Cornerstone Investment in Tianli Education

On 26 June 2018, City Legend entered into a cornerstone investment agreement with Tianli Education International Holdings Limited ("Tianli Education"), pursuant to which City Legend agreed to subscribe for the investor shares of Tianli Education at the offer price as part of the

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APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

international offering. The subscription was completed on 12 July 2018 at a total effective subscription price of approximately HK$268.68 million, representing 4.82% of the issued share capital of Tianli Education after full exercise of over-allotment option. For further details, please refer to the announcement of the Company dated 26 June 2018.

Cornerstone Investment in E-House Enterprise

On 5 July 2018, City Legend entered into a cornerstone investment agreement with E-House (China) Enterprise Holdings Limited ("E-HouseEnterprise"), pursuant to which City Legend agreed to acquire the investor shares of E-House Enterprise at the offer price as part of the international offering. The subscription was completed on 20 July 2018 at a total effective subscription price of approximately HK$1.07 billion, representing 4.99% of the issued share capital of E-House Enterprise. For further details, please refer to the announcement of the Company dated 5 July 2018 and the circular of the Company dated 24 September 2018.

Acquisition of 9.98% equity interest in Yuzhou Properties

On 31 August 2018, City Legend entered into a subscription agreement with Yuzhou Properties Company Limited ("Yuzhou Properties"), pursuant to which City Legend agreed to subscribe 9.90% of the enlarged issued share capital of Yuzhou Properties, at the aggregate subscription price of approximately HK$1.82 billion. For further details, please refer to the announcement of the Company dated 31 August 2018 and the circular of the Company dated 26 October 2018.

On 16 November 2018, Yuzhou Properties declared a scrip dividend scheme in relation to the interim dividend of 2018, and the Group selected for receiving the interim dividend wholly in new and fully paid shares in lieu of cash. The total shares of Yuzhou Properties held by the Group accounted for 9.98% of Yuzhou Properties' issued share capital after the scrip dividend scheme.

Sale and Leaseback Arrangement

On 11 September 2018, OCT Financial Leasing Co., Ltd. (華僑城融資租賃有限公司) ("OCT Financial Leasing") entered into an acquisition agreement with Yibin Grace Co., Ltd. ("Yibin Grace"), pursuant to which OCT Financial Leasing agreed to acquire the equipment and machinery used for manufacturing textile related products (the "Equipment") at the consideration of RMB300 million. On the same date, OCT Financial Leasing also entered into a leaseback agreement with Yibin Grace, pursuant to which OCT Financial Leasing agreed to lease the Equipment to Yibin Grace at the interest rate of 5.45% per annum for a term of 60 months. The lease consideration payable by Yibin Grace to OCT Financial Leasing comprises a security deposit of RMB30 million, a service fee of RMB9.00 million and the aggregate lease payments amounting to approximately RMB342.90 million. For further details, please refer to the announcement of the Company dated 11 September 2018.

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APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

Disposal of 51% equity interest in OCT Lakeside

On 24 December 2018, the Target Company, Zhongbao Investment Overseas Chinese Town (Shenzhen) Tourism Cultural City Renewal Equity Investment Fund Partnership (Limited Partnership) (中保投華僑城（深圳）旅遊文化城市更新股權投資基金合夥企業 (有限合夥), "Zhongbao Investment Fund") and Chengdu Tianfu OCT Lakeside Business Management Co. Ltd. (成都天府華僑城湖濱商業管理有限公司, "OCT Lakeside"), a wholly-ownedsubsidiary of the Target Company, entered into an equity transfer agreement, pursuant to which the Target Company agreed to sell 51% equity interest in OCT Lakeside to Zhongbao Investment Fund at the consideration of RMB60.53 million. Upon completion of the transfer, OCT Lakeside was owned as to 49% and 51% by the Target Company and Zhongbao Investment Fund, respectively, and ceased as a subsidiary of the Company. For details, please refer to the announcement of the Company dated 24 December 2018.

Disposal of 100% equity interest in Zhongshan Huali

On 27 December 2018, Wantex Investment Limited (榮添投資有限公司) ("Wantex Investment"), an indirectly wholly-owned subsidiary of the Company, entered into an equity transfer agreement with the successful bidders in the public tender to dispose of 100% equity interest in Zhongshan Huali Packaging Co., Ltd. (中山華力包裝有限公司) ("Zhongshan Huali") to the successful bidders at the total consideration of approximately RMB150.29 million. The disposal indicated that the Group has fully withdrawn from its paper packaging business. For further details, please refer to the announcements of the Company dated 25 October 2018, 23 November 2018 and 27 December 2018.

For the year ended 31 December 2019

Acquisition of 21% of equity interest and debt interest in Zhongshan Yuhong

On 26 March 2019, Shenzhen Huajing Investment Limited (深圳市華京投資有限公司) ("Shenzhen Huajing"), a wholly-owned subsidiary of the Company, entered into the cooperation agreement (the "Yuhong Cooperation Agreement") with Zhuhai Yiyun Real Estate Limited (珠海依雲房地產有限公司) ("Zhuhai Yiyun"), Xiamen Yuzhou Grand Future Real Estate Development Company Limited (廈門禹洲鴻圖地產開發有限公司) ("Xiamen Yuzhou") and Zhongshan Yuhong Real Estate Development Limited (中山禹鴻房地產開發有限公司) ("Zhongshan Yuhong"), pursuant to which Shenzhen Huajing agreed to acquire and Xiamen Yuzhou agreed to sell: (i) 21% equity interests in Zhongshan Yuhong at a consideration of RMB1,263,447; and (ii) the debt in the principal amount of RMB331,551,594.94 owing by Zhongshan Yuhong to Xiamen Yuzhou together with the interest at an annual rate of 8% accrued thereon (the "Target Debt") for a consideration equivalent to the amount of the Target Debt (the "Acquisition"). Pursuant to the Yuhong Cooperation Agreement, the total capital commitment to Zhongshan Yuhong to be provided by the shareholders of Zhongshan Yuhong shall not exceed RMB4,500,000,000, of which RMB945,000,000 shall be attributable to Shenzhen Huajing, which is in proportion to its equity interest to be held in Zhongshan Yuhong after the completion of the Acquisition. For further details, please refer to the announcement of the Company dated 26 March 2019 and the circular of the Company dated 24 April 2019.

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APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

Finance lease and factoring framework agreements

On 7 May 2019, OCT Financial Leasing entered into the finance lease and factoring framework agreements (the "Finance Lease and Factoring Framework Agreements") with (1) OCT Group and (2) OCT Ltd., respectively, pursuant to which OCT Financial Leasing agreed to provide finance lease and factoring services to OCT Group and OCT Ltd., at an annual cap of RMB1,000,000,000 and RMB2,500,000,000 respectively. Each of the Finance Lease and Factoring Framework Agreements shall be effective for one year from the date of approval of the Finance Lease and Factoring Framework Agreements by the independent Shareholders at the extraordinary general meeting held on 19 June 2019. For further details, please refer to the announcement of the Company dated 7 May 2019 and the circular of the Company dated 23 May 2019.

Acquisition of land use rights in Chaohu, Hefei, Anhui Province, PRC

On 15 May 2019, Shenzhen OCT Gangya Holdings Development Co., Ltd. (深圳華僑城港亞控股發展有限公司) ("OCT Gangya"), an indirect wholly-owned subsidiary of the Company, and Hefei Guojia Industry Capital Management Co., Ltd. (合肥國嘉產業資本管理有限公司) ("Hefei Guojia") have jointly bidded and won the bid for the land use rights of the land situated at Chaohu, Hefei, Anhui Province of the PRC (the "Chaohu Land") at the price of RMB1,131,548,600. On 3 June 2019, OCT Gangya entered into a cooperation agreement (the "Land Cooperation Agreement") with Hefei Guojia, pursuant to which OCT Gangya and Hefei Guojia agreed to establish a company (the "Project Company"), in which OCT Gangya and Hefei Guojia shall own 51% and 49% of the equity interest respectively, for the development of the Chaohu Land. The total capital commitment to the Project Company made in accordance with the Land Cooperation Agreement shall not exceed RMB2,352,941,176, of which RMB1,200,000,000 and RMB1,152,941,176 is attributable to OCT Gangya and Hefei Guojia, respectively, in proportion to their respective shareholdings in the Project Company. For further details, please refer to the announcements of the Company dated 15 May 2019 and 3 June 2019, and the circular of the Company dated 24 June 2019.

Establishment of Xiamen Partnership

On 7 November 2019, 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") and Shenzhen Huajing, both of which are indirect wholly-owned subsidiaries of the Company, entered into a limited partnership agreement (the "Xiamen Partnership Agreement") with Shenzhen Qianhai Yuzhou Fund Management Co., Ltd. (深圳前海禹舟基金管理有限公司, "Yuzhou Fund Management") and Xiamen Zhongmao Yitong Commerce Co., Ltd. (廈門中茂益通商貿有限公司, "Xiamen Zhongmao") in relation to the establishment of Xiamen OCT Runyu Investment Partnership (Limited Partnership) (廈門華僑城潤禹投資合夥企業 (有限合夥), the "Xiamen Partnership") with the total capital contribution of RMB1.5 billion. The capital contribution to be subscribed by Yuzhou Fund Management, Shenzhen OCT Huaxin, Shenzhen Huajing and Xiamen Zhongmao will be RMB1,000,000, RMB1,000,000, RMB1,168,000,000 and RMB330,000,000, respectively. For further details, please refer to the announcement of the Company dated 7 November 2019 and the circular of the Company dated 24 December 2019.

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APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

Acquisition of land use right in Heifei Airport International Town

Hefei OCT Industry Development Co., Ltd. (合肥華僑城實業發展有限公司, "Hefei OCT Industry"), an indirect non-wholly owned subsidiary of the Company, has successfully won the bid of the land use rights of the five (5) parcel of land with a total site area of approximately 1,042 sq.m. located at the first phase of Hefei Airport International Town (the "Hefei Airport Land"), at the total consideration of approximately RMB2,644 million. On 27 December 2019, Hefei OCT Industry entered into the State-owned Land Use Rights Grant Contracts (國有土地使用權出讓合同) with Hefei Municipal Natural Resources and Planning Bureau (合肥市自然資源和規劃局, "Hefei Planning Bureau") in relation to the acquisition of land use rights of the Hefei Airport Land. For further details, please refer to the announcement of the Company dated 13 December 2019 and the circular of the Company dated 23 January 2020.

Disposal of Listed Securities in Tianli Education

From 7 November 2019 to 20 December 2019, City Legend disposed of an aggregate of 57,334,000 shares ("Tianli Shares") of Tianli Education in a series of transactions on the market and through block trade. For further details, please refer to the announcement of the Company dated 20 December 2019.

For the year ended 31 December 2020

Second disposals of listed securities in Tianli Education

On 3 January 2020, City Legend disposed on-market and through block trade an aggregate of 42,666,000 shares of Tianli Education in a series of transactions, at the average selling price of HK$3.10 per share of Tianli Education. The aggregate gross sale proceeds from the disposals are approximately HK$132.3 million (excluding transaction costs). After the disposal, the Group ceased to hold any shares of Tianli Education. For further details, please refer to the announcement of the Company dated 3 January 2020.

Investment in Dongguan Partnership

On 6 March 2020, Shenzhen OCT Huaxin and Shenzhen Huayou, both of which are indirect wholly-owned subsidiaries of the Company, entered into a limited partnership agreement with Dongguan City Industrial Investment Parent Fund Co., Ltd. (東莞市產業投資母基金有限公司) ("Dongguan Industrial Investment"), 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) ("Songshan Lake Venture Capital") 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）) ("Dongguan Industrial M&A") in relation to the establishment of Dongguan City OCT Lüwen Technology Investment Partnership (Limited Partnership) (東莞市華僑城旅文科技投資合夥企業（有限合夥）) (the "Dongguan Partnership") for the purpose of the investment (the "Limited Partnership Agreement"). The total capital contribution to be subscribed by all partners to the Dongguan Partnership is RMB300 million. The capital contribution subscribed by Shenzhen OCT Huaxin, Shenzhen Huayou, Dongguan Industrial Investment, Songshan Lake Venture Capital and

- I-12 -

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

Dongguan Industrial M&A will be RMB3,000,000, RMB132,000,000, RMB75,000,000, RMB60,000,000 and RMB30,000,000, respectively. For further details, please refer to the announcement of the Company dated 6 March 2020.

Renewal of finance lease and factoring framework agreements

On 18 May 2020, OCT Financial Leasing entered into finance lease and factoring framework agreements with: (i) OCT Group; and (ii) OCT Ltd., each being a connected person of the Company, respectively, pursuant to which OCT Financial Leasing agreed to provide finance lease and factoring services to OCT Group and OCT Ltd. Each of the finance lease and factoring framework agreements was effective for one year from the date of approval of the financial lease and factoring agreements by the independent shareholders at the extraordinary general meeting held on 19 June 2020 (the "Effective Period"). The annual caps for the Effective Period for each of financial lease and factoring agreements were RMB1,000,000,000. For further details, please refer to the announcements of the Company dated 7 May 2019, 19 June 2019 and 18 May 2020, and the circular of the Company dated 29 May 2020.

Transfer of 1% equity interest in Dongguan Partnership

On 12 June 2020, Shenzhen Huayou entered into an equity transfer agreement with Happy Valley Cultural Tourism Development Co., Ltd. (歡樂谷文化旅遊發展有限公司) ("Happy Valley Cultural Tourism"), a company held as to 60% by OCT Ltd. and a connected person of the Company, and the Dongguan Partnership, pursuant to which Shenzhen Huayou has 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 the consideration of RMB3,000,185.40. Upon completion of the transfer, Shenzhen Huayou owned 43% of the equity interest in the Dongguan Partnership with a total subscribed capital contribution of RMB129,000,000, and Happy Valley Cultural Tourism owned 1% of the equity interest in the Dongguan Partnership with a total subscribed capital contribution of RMB3,000,000. For further details, please refer to the announcement of the Company dated 12 June 2020.

Entering into Finance Lease Agreement for Chengdu Happy Valley

On 13 August 2020, Chengdu Tianfu OCT Industry Development Co., Ltd.* (成都天府華僑城實業發展有限公司) ("Chengdu OCT"), an indirect non-wholly owned subsidiary of the Company, entered into a finance lease agreement with CMB Financial Leasing Co., Ltd. (招銀金融租賃有限公司), pursuant to which: (i) CMB Financial Leasing Co., Ltd. conditionally agreed to purchase certain amusement and ancillary facilities (such as roller coaster and waterpark facilities) used in Chengdu Happy Valley currently owned by Chengdu OCT, and (ii) following the acquisition, CMB Financial Leasing Co., Ltd. conditionally agreed to lease the leased assets to Chengdu OCT, for a lease term of 36 months. For further details, please refer to the announcement dated 13 August 2020 and the circular dated 30 September 2020 of the Company.

- I-13 -

APPENDIX IFINANCIAL INFORMATION OF THE GROUP

Assignment of 50.99% of Equity Interest and Debt in Chengdu OCT

Bantix International Limited ("Bantix International") entered into the equity transfer agreement with OCT (Chengdu) Investment Co., Ltd. (華僑城(成都)投資有限公司) ("OCT Chengdu Investment") and Chengdu OCT on 4 September 2020 in relation to the transfer of 50.99% of the equity interest in Chengdu OCT to OCT Chengdu Investment at the consideration of RMB1,092 million; Bantix International, OCT Chengdu Investment and Chengdu OCT entered into the debt transfer agreement on 4 September 2020 in relation to the assignment of the debt of RMB160 million from Bantix International to OCT Chengdu Investment. For further details, please refer to the announcement dated 4 September 2020 and the circular dated 30 September 2020 of the Company.

Subscription of 49% Interest in the Cayman Fund and Disposal of Part Equity Interest of the Target Company

The Company and HNW Investment Fund Series SPC entered into the cooperation agreement on 8 December 2020 in relation to (among others) (i) the subscription of not more than 49% interest of Serica segregated portfolio at the subscription amount of not more than HK$417 million; (ii) the disposal of the entire issued shares of City Turbo Limited (港名有限公司) ("City Turbo") (including the entire assets, rights and liabilities of City Turbo) at the consideration of approximately HK$2,037 million; and (iii) the granting of share repurchase options to other investors in respect of their respective participating shares. For further details, please refer to the announcement dated 8 December 2020 and the circular dated 15 December 2020 of the Company.

Disposal of Listed Securities of Tongcheng-Elong

City Legend disposed on-market the listed securities of Tongcheng-Elong in a series of transactions. After six disposals, the Group held 70,549,880 of Tongcheng-Elong shares, accounting for approximately 3.25% of the issued share capital of Tongcheng-Elong as at 30 November 2020. For further details, please refer to the announcements dated 28 August 2020, 11 November 2020, 17 November 2020, 20 November 2020, 2 December 2020 and 18 December 2020 of the Company in relation to six disposals and the circular dated 31 December 2020.

6. FINANCIAL AND TRADING PROSPECTS OF THE GROUP

For the year ended 31 December 2020, the Group realised revenue of approximately RMB1.31 billion, representing an decrease of approximately 36.9% compared to the same period of 2019. For the year ended 31 December 2020, profit attributable to equity holders of the Company was approximately RMB64 million, representing a decrease of approximately 76.1% compared to the same period of 2019. For the year ended 31 December 2020, the Group's gross profit margin was approximately 24.2% (2019: approximately 37.0%), representing an decrease of 12.8 percentage points compared to the same period of 2019. As at 31 December 2020, the Group's total assets amounted to approximately RMB25.422 billion; the Group's total equity amounted to approximately RMB13.225 billion.

- I-14 -

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

Comprehensive Development Business

In 2021, with the establishment and implementation of a long-term mechanism for the real estate industry, it is expected that future policies will remain consistent, under the main tone of "houses are for inhabitation, not for speculation, and implementation policies according to local conditions", strengthening risk control, cultivating core areas, and exerting brand and product strength will become the homeopathic way to maintain competitive advantage.

In 2021, the Group's comprehensive development projects are planned as follows:

Hefei Airport International Town Project (owned as to 51% by the Company)

The project is scheduled to promote the sales of residential and commercial area of approximately 201,000 square meters. The phase I land parcel of Hefei Airport International Town Project is situated at the core of the Hefei Airport Economic Demonstration Zone. Hefei Airport Economic Demonstration Zone is a provincial project of Anhui province that has formed a cluster of integrated circuit, new energy automobiles, 5G, artificial intelligence and other high technology industries, and attracted the best of domestic and international talents. During the Current Period, the OCT Hefei Airport International Town Project Exhibition Center was launched to show the development vision of "post-urbanisation development demonstration" and development idea of "technology innovation+culture and creativity", building the project into an online celebrity check-in place in Hefei.

Hefei OCT Bantang Hot Spring Town Project (owned as to 51% by the Company)

The project is scheduled to promote the sales of residential and commercial area of approximately 112,000 square meters. The hotel and certain commercial projects are planned to start at the second half of 2021. Situated at core tourism hotspots of Chaohu, the land parcel of the Hefei OCT Bantang Hot Spring Town Project is in close vicinity to the Chaohu Bantang Hot Spring Resort in Hefei City, the only national tourism resort in Anhui province. Since the start of the project, Hefei OCT Bantang Hot Spring Town has successively carried out activities such as "Small Town Life Aesthetics Season", National Day Carnival, "Intangible Cultural Heritage Workshop" and other activities and cultural travel experiences, which have triggered the widespread dissemination of Chaohu culture.

Zhongshan Yuhong Project (owned as to 21% by the Company)

The project is scheduled to continue to promote the high-rise residential sales plan, with a saleable area of approximately 92,600 square meters. Situated at the Zhongshan Torch Development Zone* (中山市火炬開發區), the project enjoyed the geographical advantages as an important innovation base for the technology industry in the Guangdong-HongKong-Macao Greater Bay Area. The high-rise residential properties of Phase I of Zhongshan Yuhong Project commenced sales in October 2020.

- I-15 -

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

Shanghai Suhewan Project (owned as to 50.5% by the Company)

The project is schedule to continue to increase product sales. It is favourably situated at the junction of Suzhou River and Huangpu River banks and within the core district of the Inner Ring, Shanghai, adjoining the Bund and facing Lujiazui across the river, and possesses highly scarce landscape resources. The project is an integration of arts and humanities, fashion business, high-end residence and urban entertainment.

Chongqing OCT Land Project (owned as to 49% by the Company)

The project is schedule to continue to increase product sales. It is located at Lijia Block, New North Zone, Chongqing City. The project overlooks the panorama of Jialing River with the Happy Valley theme park in the neighborhood.

The Group will accelerate the development process of high-quality characteristic comprehensive development projects, continue to promote the realisation of existing properties, accelerate asset turnover, finely manage costs, and improve the efficiency of capital utilization. At the same time, the Group will actively acquire low-cost land, reserving comprehensive development projects in core metropolitan areas such as the Yangtze River Delta and the Guangdong-HongKong-Macao Greater Bay Area.

Equity Investment and Fund Business

In 2021, the private equity investment industry will have new usher in a new round of development opportunities amid adjustments. 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, an intensification of industry competition, increasing financial supervision, a return to value investment, a focus 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, as the downward pressure on the global economy will increase and uncertain factors will lead to increased risk aversion, mature companies in middle and late stages will also receive more capital attention.

In 2021, the Group will actively implement the established strategies. In terms of fundraising, the Group will continue to expand the scale of fund management with government-guided funds and high-quality enterprises in the industry as its main partners. 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.

- I-16 -

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

The Group's equity investment and fund business in 2021 has already started with the following:

Xiamen Qiaorun Investment Partnership (Limited Partnership)

On 23 February 2021, Shenzhen Huayou and Shenzhen OCT Gangya, both of which are indirect wholly-owned subsidiaries of the Company, entered into the limited partnership agreement with Panxing Capital Management (Shenzhen) Co., Ltd.* (潘興資本管理(深圳)有限公司), Shanghai Xuxiang Trading Co. Ltd.* (上海煦翔貿易有限公司) 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 partnership for the purpose of investment. The total capital contribution to be subscribed by all partners to the partnership is RMB800,020,000. The partnership will continue to accelerate corporate equity investment in urbanization projects in the Guangdong- Hong Kong-Macao Greater Bay Area, the Yangtze River Delta Economic Zone and other regions. For further details, please refer to the announcement of the Company dated 23 February 2021.

OCT Tourism and Culture Technology Fund

In early 2021, the fund has invested in Liweijia (a home Internet platform) and Yidong Technology (a research and development and manufacturing company of marine electric drive system). The fund will actively seek high-quality companies with the potential to become a leader in the segment, and carefully select high-quality projects.

In terms of management, the Group will actively reserve high-quality equity investment projects, and strengthen the post-investment empowerment with the invested companies in the advantageous industries of OCT Group. At the same time, the Company will continue to optimize the post-investment management system, strengthen the risk identification and response capabilities of the investee enterprises to minimize investment risks. In terms of exit, the Group's equity investment projects and fund investments will usher in partial exits, contributing investment income and bringing back capital.

- I-17 -

APPENDIX II FINANCIAL INFORMATION OF TONGCHENG-ELONG

The financial information of Tongcheng-Elong for each of the three financial years ended 31 December 2018, 2019 and 2020 are disclosed in the following documents which have been published on the website of the Stock Exchange:

annual report for the year ended 31 December 2018 of Tongcheng-Elong published on 25 April 2019 (page 119 to page 283);
annual report for the year ended 31 December 2019 of Tongcheng-Elong published on 27 April 2020 (page 165 to page 310); and
announcement of Tongcheng-Elong published on 23 March 2020.

The financial information of Tongcheng-Elong appears for information purposes only. The Directors take no responsibility for the financial information of Tongcheng-Elong, make no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the financial information of Tongcheng-Elong contained in this appendix. Set out below are consolidated statement of comprehensive income of Tongcheng-Elong for each of the three financial years ended 31 December 2018, 2019 and 2020, which were extracted from the documents listed above:-

Consolidated Statement of Financial Position
	As of December 31,
	2020		2019		2018
	RMB'000	RMB'000	RMB'000
ASSETS
Non-current assets
Property, plant and equipment	1,226,126		1,102,031		934,361
Right-of-use assets	242,111		41,067		0
Investments accounted for using the equity
method	220,891		90,435		48,731
Investments measured at fair value through profit
or loss	168,104	238,753		52,442
Land use right	0	0		16,038
Investments measured at amortized cost	724,739	250,697		0
Intangible assets	7,480,569		7,860,452		7,961,640
Deferred income tax assets	215,610		201,057		249,781
Prepayment and other receivables	5,959	7,425		31,485
	10,284,109		9,791,917		9,294,478
Current assets
Trade receivables	931,755		1,096,313		857,326
Prepayment and other receivables	1,088,293		1,569,453		523,470

- II-1 -

APPENDIX II FINANCIAL INFORMATION OF TONGCHENG-ELONG

	As of December 31,
	2020		2019			2018
	RMB'000	RMB'000	RMB'000
Short-term investments measured at amortized
cost	407,353		156,760		261,086
Short-term investments measured at fair value
through profit or loss	4,505,645		4,384,168		2,570,170
Restricted cash	92,152	213,381		140,930
Cash and cash equivalents	1,804,484		2,271,268		3,143,883

	8,829,682		9,691,343		7,496,865

Total assets	19,113,791		19,483,260		16,791,343
EQUITY
Capital and reserves attributable to equity
holders of the Company
Share capital	7,512	7,323		7,156
Share premium	19,046,357		18,189,973		17,311,220
Treasury stock	0	(7)		(15)
Other reserves	(2,995,744)	(2,668,946)		(2,722,834)
Accumulated losses	(2,044,384)	(2,371,977)		(3,060,074)

	14,013,741		13,156,366		11,535,453

Non-controlling interest	2,930	(4,692)		(7,642)

Total equity	14,016,671		13,151,674		11,527,811
LIABILITIES
Non-current liabilities
Borrowings	113,229		132,921		152,613
Long term lease liabilities	205,807		17,830		0
Other payables and accruals	15,016	6,702		6,674
Deferred income tax liabilities	529,213		568,376		570,054

	863,265		725,829		729,341
Current liabilities
Borrowings	49,303	106,895		19,692
Trade payables	2,000,605		3,428,531		2,569,092
Other payables and accruals	1,958,974		1,946,769		1,799,749

- II-2 -

APPENDIX II FINANCIAL INFORMATION OF TONGCHENG-ELONG

	As of December 31,
	2020		2019			2018
	RMB'000	RMB'000	RMB'000
Short term lease liabilities	27,235		6,059		0
Contract liabilities	160,577		88,554		15,084
Current income taxes liabilities	37,161		28,949		130,574

	4,233,855		5,605,757		4,534,191

Total liabilities	5,097,120		6,331,586		5,263,532

Total equity and liabilities	19,113,791		19,483,260		16,791,343
Consolidated Income Statement

	As of December 31,
	2020		2019		2018
	RMB'000	RMB'000	RMB'000
Revenue	5,932,591		7,392,932		5,255,639
Cost of revenue	(1,696,606)	(2,317,746)		(1,600,513)

Gross profit	4,235,985		5,075,186		3,655,126
Service development expenses	(1,245,506)	(1,519,109)		(1,349,935)
Selling and marketing expenses	(2,131,276)	(2,246,450)		(1,841,314)
Administrative expenses	(521,728)	(625,153)		(934,925)
Net provision for impairment loss on financial
assets	(140,413)	0		0
Fair value changes on investments measured at
fair value through profit or loss	65,445	106,006		78,572
Other income	98,864	88,620		33,396
Other (losses)/gains, net	20,551	(19,573)		47,888

Operating profit/(loss)	381,922		859,527		(311,192)
Finance income	37,641	47,104		12,888
Finance costs	(14,782)	(12,429)		(3,336)
Fair value change on redeemable convertible
preferred shares measured at fair value through
profit or loss	0	0		907,734
Share of results of associates	(7,204)	(12,691)		(4,568)

Profit before income tax	397,577		881,511		601,526

- II-3 -

APPENDIX II FINANCIAL INFORMATION OF TONGCHENG-ELONG

	As of December 31,
	2020		2019			2018
	RMB'000	RMB'000	RMB'000
Income tax expense	(72,044)	(194,989)		(66,987)

Profit for the year	325,533		686,522			534,539
Profit attributable to
- Equity holders of the Company	327,593		688,097			529,957
- Non-controlling interests	(2,060)	(1,575)		4,582

	325,533		686,522		534,539
Earnings/(loss) per share (expressed in RMB

per share)
- Basic	0.15		0.33		0.33

- Diluted	0.15		0.33		(0.22)
Consolidated Statement of Comprehensive Income

	As of December 31,
	2020		2019		2018
	RMB'000	RMB'000	RMB'000
Profit for the year	325,533		686,522		534,539
Other comprehensive income/(loss)
Items that may not be subsequently reclassified
to profit or loss:
- Currency translation differences	(125,844)	30,070		(15,917)
- Fair value change relating to preferred shares
due to own credit risk	0	0		932
Other comprehensive income/(loss) for the
year, net of tax	(125,844)	30,070		(14,985)
Total comprehensive income for the year
199,689		716,592		519,554
Total comprehensive income attributable to:

- Equity holders of the Company	201,749		718,167		514,972
- Non-controlling interests	(2,060)	(1,575)		4,582

	199,689		716,592		519,554

- II-4 -

APPENDIX II FINANCIAL INFORMATION OF TONGCHENG-ELONG

Consolidated Statement of Cash Flows
	As of December 31,
	2019	2018
	RMB'000	RMB'000
Cash flows from operating activities
Cash generated from operations	1,939,368		2,506,100
Interest received	40,474		14,895
Income tax paid	(283,400)	(160,042)

Net cash flows generated from operating activities	1,696,442		2,360,953
Cash flows from investing activities
Payments for investments accounted for using the equity method	(84,778)	(9,792)
Payments for investments measured at fair value through profit or
loss	(180,034)	(22,708)
Payments for purchases of investments measured at amortized
cost	(250,000)	0
Purchases of property, plant and equipment	(301,138)	(337,491)
Purchases of intangible assets	(1,455)	(40)
Proceeds from disposal of property, plant and equipment and
intangible assets	455	7,485
Disposal of subsidiaries, net of cash disposed,	271	(7,693)
Payment for purchase of non-controlling interests	(8,866)	(20,688)
(Increase)/decrease in restricted cash	(71,186)	40,678
Payments for purchases of short-term investments	(17,853,773)	(10,204,640)
Proceeds from redemption of short-term investments	16,280,962		8,213,211
Payments for loans to related parties	(354,924)	0
Interest received from loans to related parties	1,484		0
Loans repayments from related parties	110,200		0
Payments for business combinations, net of cash acquired,	(242,231)	941,181

Net cash flows used in investing activities	(2,955,013)	(1,400,497)
Cash from financing activities
Exercise of share options - proceeds received	364,032	0
Proceeds from borrowings	87,660	0
Repayments of bank borrowings	(28,432)	(30,038)
Payment of long-term lease	(14,333)	0
Proceeds from issuance of ordinary shares to Tencent	0	190,088
Purchase of vested eLong Equity Awards	0	(739)
Proceeds from minority shareholder	3,500	2,300
Proceeds from issuance of ordinary shares in connection with the
Listing	0	1,437,183

- II-5 -

APPENDIX II FINANCIAL INFORMATION OF TONGCHENG-ELONG

	As of December 31,
	2019	2018
	RMB'000	RMB'000
Interest income on the Listing subscription deposits	0	21
Payment of share issuance cost in connection with the Listing	(39,663)	(117,954)

Net cash flows generated from financing activities	372,764		1,480,861
Net (decrease)/increase in cash and cash equivalents	(885,807)	2,441,317
Cash and cash equivalents at beginning of the year	3,143,883		701,748
Effect of exchange rate changes on cash and cash equivalents	13,192			818
Cash and cash equivalents at end of the year	2,271,268			3,143,883
Condensed Consolidated Statement of Cash Flows

					As of
				December 31,
				2020
					RMB'000
Net cash flows generated from operating activities				135,520
Net cash flows used in investing activities				(772,564)
Net cash flows generated from financing activities				176,539
Net decrease/increase in cash and cash equivalents				(460,505)
Cash and cash equivalents at beginning of the year				2,271,268
Effect of exchange rate changes on cash and cash equivalents				(6,279)
Cash and cash equivalents at end of the year				1,804,484

- II-6 -

APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

THE UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP
1. Introduction

The following is the unaudited pro forma financial information of Overseas Chinese Town (Asia) Holdings Limited (the "Company") and its subsidiaries (collectively referred to as the "Group"), comprising the unaudited pro forma consolidated statement of financial position as at 31 December 2020 and the unaudited pro forma consolidated statement of profit or loss, unaudited pro forma consolidated statement of profit or loss and other comprehensive income, and the unaudited pro forma consolidated cash flow statement for the year ended 31 December 2020 and related notes (collectively, the "unaudited pro forma financial information").

The unaudited pro forma financial information is prepared by the directors of the Company in accordance with Paragraph 4.29 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and with reference to Accounting Guideline 7 "Preparation of Pro Forma Financial Information for Inclusion in Investment Circulars" issued by the Hong Kong Institute of Certified Public Accountants ("HKICPA"), for the purpose of illustrating the effect of the very substantial disposal in relation to the proposed disposal of 46,925,080 Tongcheng- Elong Shares (the "Possible Disposal") as described in the section headed "Letter from the Board" in this circular.

The unaudited pro forma financial information presented below is prepared to illustrate (i) the consolidated statement of financial position of the Remaining Group as at 31 December 2020 as if the Possible Disposal had been completed on 31 December 2020; and (ii) the consolidated statement of profit or loss of the Remaining Group, the consolidated statement of profit or loss and other comprehensive income of the Remaining Group, the consolidated cash flow statement of the Remaining Group for the year ended 31 December 2020 as if the Possible Disposal had been completed on 1 January 2020.

The unaudited pro forma financial information of the Remaining Group is based upon the consolidated financial information of the Group for year ended 31 December 2020, which has been derived from the Company's published annual report for the year ended, after taking pro forma adjustments as summarised in the accompanying notes that are clearly shown explained, factually supportable and directly attributable to the Possible Disposal.

The unaudited pro forma financial information has been prepared for illustrative purposes only and is based on certain assumptions, estimates and current available information. Accordingly, because of its hypothetical nature, it may not give a true picture of the financial results, cash flows and financial position of the Remaining Group had the Possible Disposal been completed as at the specified dates or any other dates.

The unaudited pro forma financial information of the Group should be read in conjunction with the historical financial information of the Group as set out in the published annual report of the Company for the year ended 31 December 2020 and other financial information included elsewhere in this circular.

- III-1 -

APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

2. Unaudited Pro Forma Consolidated Statement of Financial Position of the Remaining Group at 31 December 2020

(Expressed in Renminbi)

					Pro Forma
					Consolidated
	Consolidated			Statement of
	Statement of			Financial
	Financial			Position of the
	Position of the			Remaining
	Group as at 31	Pro forma	Group as at 31
	December 2020	adjustment	December 2020
	RMB'000	RMB'000	RMB'000
	Note (a)	Note (b)
Non-current assets
Investment property	2,487,968				2,487,968
Other property, plant and
equipment	981,721				981,721
Interests in leasehold land held
for own use	1,228,041				1,228,041
	4,697,730				4,697,730
Intangible assets	42,702				42,702
Interests in associates	4,368,908				4,368,908
Interests in joint ventures	1,197,304				1,197,304
Other financial assets	1,141,530		(592,410)	549,120
Finance lease receivable	251,944				251,944
Trade and other receivables	-			-
Deferred tax assets	76,631				76,631
	11,776,749		(592,410)	11,184,339
Current assets
Inventories and other contract
costs	8,302,909				8,302,909
Finance lease receivable	108,679				108,679
Trade and other receivables	946,603				946,603
Cash at bank and on hand	4,274,938		552,916		4,827,854
	13,633,129		552,916		14,186,045
Assets of disposal group
classified as held for sale	12,079			12,079

	13,645,208		552,916	14,198,124

- III-2 -

APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

2. Unaudited Pro Forma Consolidated Statement of Financial Position of the Remaining Group at 31 December 2020

(Expressed in Renminbi)

					Pro Forma
					Consolidated
	Consolidated			Statement of
	Statement of			Financial
	Financial			Position of the
	Position of the			Remaining
	Group as at 31	Pro forma	Group as at 31
	December 2020	adjustment	December 2020
	RMB'000	RMB'000	RMB'000
	Note (a)	Note (b)
Current liabilities
Trade and other payables	1,554,090				1,554,090
Contract liabilities	1,459,276				1,459,276
Bank and other loans	573,899				573,899
Related party loans	862,400				862,400
Lease liabilities	13,330				13,330
Current taxation	169,570				169,570
	4,632,565				4,632,565
Liabilities directly associated
with assets of disposal group
classified as held for sale	1,849			1,849
	4,634,414				4,634,414
Net current assets	9,010,794		552,916	9,563,710
Total assets less current

liabilities	20,787,543		(39,494)	20,748,049
Non-current liabilities
Bank and other loans	6,032,109				6,032,109
Related party loans	1,359,660				1,359,660
Lease liabilities	11,265			11,265
Deferred tax liabilities	159,323			159,323
	7,562,357				7,562,357
NET ASSETS
13,225,186		(39,494)	13,185,692

- III-3 -

APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

2. Unaudited Pro Forma Consolidated Statement of Financial Position of the Remaining Group at 31 December 2020

(Expressed in Renminbi)

					Pro Forma
					Consolidated
	Consolidated			Statement of
	Statement of			Financial
	Financial			Position of the
	Position of the			Remaining
	Group as at 31	Pro forma	Group as at 31
	December 2020	adjustment	December 2020
	RMB'000	RMB'000	RMB'000
	Note (a)	Note (b)
CAPITAL AND RESERVES
Share capital	67,337				67,337
Perpetual capital securities	5,610,431				5,610,431
Reserves	3,752,628		(39,494)	3,713,134
Total equity attributable to
equity holders of the
Company	9,430,396		(39,494)	9,390,902
Non-controlling interests	3,794,790				3,794,790
TOTAL EQUITY	13,225,186		(39,494)	13,185,692

- III-4 -

APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

3. Unaudited Pro Forma Consolidated Statement of Profit or Loss of the Remaining Group for the year ended 31 December 2020

(Expressed in Renminbi)

					Pro Forma
					Consolidated
	Consolidated			Statement of
	Statement of			Profit or Loss
	Profit or Loss			of the
	of the Group			Remaining
	for the year			Group for the
	ended 31	Pro forma	year ended 31
	December 2020	adjustments	December 2020
	RMB'000	RMB'000	RMB'000
	Note (a)	Note (c)
Revenue	1,306,550				1,306,550
Cost of sales	(990,072)			(990,072)
Gross profit	316,478				316,478
Other income	65,646				65,646
Other net gain	465,514				465,514
Distribution costs	(97,768)			(97,768)
Administrative expenses	(352,270)			(352,270)
Profit from operations	397,600				397,600
Finance costs	(183,099)			(183,099)
Share of profits less losses of
associates	(136,902)			(136,902)
Share of loss of joint ventures	(939)			(939)
Profit before taxation
76,660		-	76,660
Income tax	(101,093)			(101,093)
Loss for the year
(24,433)	-	(24,433)
Attributable to:

Equity holders of the Company	63,757				63,757
Non-controlling interests	(88,190)			(88,190)
Loss for the year
(24,433)	-	(24,433)

- III-5 -

APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

4. Unaudited Pro Forma Consolidated Statement of Profit or Loss and Other Comprehensive Income of the Remaining Group for the year ended 31 December 2020

(Expressed in Renminbi)

					Pro Forma
	Consolidated			Consolidated
			Statement of
	Statement of			Profit or Loss
	Profit or Loss			and Other
	and Other			Comprehensive
	Comprehensive			Income of the
	Income of the			Remaining
	Group for the			Group for the
	year ended 31	Pro forma	year ended 31
	December 2020	adjustment	December 2020
	RMB'000	RMB'000	RMB'000
	Note (a)	Note (c)
Loss for the year	(24,433)	-	(24,433)
Other comprehensive income
for the period (after tax and
reclassification adjustments)
Item that will not be reclassified
to profit or loss:
Equity investments at
FVTOCI - net movement in
fair value reserves (non-
recycling)	90,240		(41,611)	48,629
Items that may be reclassified
subsequently to profit or loss:
Exchange differences	(87,654)	2,117		(85,537)
Share of other comprehensive
income of associates	185,243				185,243
Cumulative exchange
differences reclassified to
profit or loss upon disposal
of a subsidiary/an associate	6,270		-	6,270
Other comprehensive income
for the year	194,099		(39,494)	154,605
Total comprehensive income

for the year	169,666		(39,494)	130,172
Attributable to:

Equity holders of the Company	257,856		(39,494)	218,362
Non-controlling interests	(88,190)	-	(88,190)
Total comprehensive income
for the year	169,666		(39,494)	130,172

- III-6 -

APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

5. Unaudited Pro Forma Consolidated Cash Flow Statement of the Remaining Group for the year ended 31 December 2020

(Expressed in Renminbi)

	Consolidated			Pro Forma
			Consolidated
	Cash Flow			Cash Flow
	Statement of			Statement of
	the Group for			the Remaining
	the year ended			Group for the
	31 December	Pro forma	year ended 31
	2020		adjustment	December 2020
	RMB'000	RMB'000	RMB'000
	Note (a)	Note (c)
Operating activities
Cash used in operations	(1,224,883)			(1,224,883)
Tax paid	(344,891)			(344,891)
Interest element of lease rentals
paid	(3,839)			(3,839)
Other interest paid	(282,519)			(282,519)
Net cash used in operating
activities	(1,856,132)			(1,856,132)
Investing activities
Net cash flow from disposals of
subsidiaries	1,713,009				1,713,009
Proceeds from disposal of other
financial asset	480,991		588,497		1,069,488
Proceeds from disposal of trade
security	117,829				117,829
Repayment of loans to associates	100,955				100,955
Payment for investments in joint
ventures	(1,185,143)			(1,185,143)
Payment for investments in
associates	(132,000)			(132,000)
Payment to an associate	(51,480)			(51,480)
Payment for purchase of
property, plant and equipment
and intangible assets	(218,181)			(218,181)
New loans to an associate	(3,439)			(3,439)
Proceeds from disposals of
property, plant and equipment
and intangible assets	1,244				1,244
Decrease in deposits with banks
with maturity of more than
three months	119,990				119,990
Dividends received from
associates and joint ventures	61,110			61,110
Interest received	50,858			50,858
Net cash generated from
investing activities	1,055,743		588,497	1,644,240

- III-7 -

APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

5. Unaudited Pro Forma Consolidated Cash Flow Statement of the Remaining Group for the year ended 31 December 2020

(Expressed in Renminbi)

	Consolidated			Pro Forma
			Consolidated
	Cash Flow			Cash Flow
	Statement of			Statement of
	the Group for			the Remaining
	the year ended			Group for the
	31 December	Pro forma	year ended 31
	2020	adjustment	December 2020
	RMB'000	RMB'000	RMB'000
	Note (a)	Note (c)
Financing activities
Capital element of lease rentals
paid	(24,607)			(24,607)
Proceeds from loans	4,759,006				4,759,006
Repayment of loans	(3,430,078)			(3,430,078)
Proceeds from capital
contribution of non-controlling
interest	1,470,000				1,470,000
Issuance of perpetual capital
securities	5,510,845				5,510,845
Redemption of perpetual capital
securities	(5,423,680)			(5,423,680)
Decrease in pledged deposits	766,055				766,055
Increase of restricted cash for
REIT programme	(592)			(592)
Distribution to the holders of
perpetual capital securities	(237,618)			(237,618)
Dividend paid to shareholders of
the Company	(8,558)			(8,558)
Net cash generated from
financing activities	3,380,773		-	3,380,773
Net increase in cash and cash

equivalents	2,580,384		588,497		3,168,881
Cash and cash equivalents at
beginning of the year	1,798,074				1,798,074
Cash and cash equivalents
included in assets and
liabilities of a disposal group
classified as held for sale	(4,637)			(4,637)
Effect of foreign exchange rate
changes	(104,301)	(35,581)	(139,882)
Cash and cash equivalents at
the end of the year	4,269,520		552,916	4,822,436

- III-8 -

APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

Notes to the Unaudited Pro Forma Financial Information of the Remaining Group:

The Group's financial information is based upon the consolidated financial information of the Group for the year ended 31 December 2020, which has been derived from the Group's published annual report for the year then ended.
The adjustments represent the impact of the Possible Disposal of an aggregate of 46,925,080 Tongcheng-Elong shares (the "Disposal Shares") on the Group's consolidated statement of financial position.
Assuming all the Disposal Shares were disposed on 31 December 2020 at the minimum disposal price of HK$14 per share, the Group would recognise an increase in cash at bank and on hand of HK$656,951,000 (equivalent to RMB552,916,000) in the pro forma consolidated statement of financial position, which is calculated as follows:

	HK$	RMB
Disposal price*	14.00
Number of Disposal Shares	46,925,080
Cash proceeds for the Possible Disposal	656,951,000		552,916,000
Less: carrying amount of the Disposal Shares as at
31 December 2020	703,876,000		592,410,000
Changes to reserves	(46,925,000)	(39,494,000)

The calculation above is for illustration purpose. The adjustment was calculated based on the assumption that all Disposal Shares currently held by the Group are to be disposed at the minimum disposal price of HK$14 under the Disposal Mandate.

Had all Disposal Shares been disposed on 31 December 2020 at its closing market price of HK$15, the Group would have received additional consideration of RMB39,494,000, resulting in an increase in cash at bank and on hand of RMB39,494,000 in the pro forma consolidated statement of financial position.

The exchange rate as at 31 December 2020 of HK$1.00 = RMB0.8416 has been used for the purpose of illustration only and does not constitute a representation that any amount has been, could have been or may be exchanged at such a rate or at any other rates.

Upon the completion of the Possible Disposal, the Group would no longer hold any share of Tongcheng-Elong.

- III-9 -

APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

The adjustments represent the impact of the Possible Disposal of the Disposal Shares on the Group's consolidated statement of profit or loss and other comprehensive income and the consolidated cash flow statement.
Assuming all Disposal Shares were disposed on 1 January 2020 at the minimum disposal price of HK$14 per share, the Group would recognise an increase in other comprehensive income of HK$13,139,000 (equivalent to RMB11,770,000) in the pro forma consolidated statement of profit or loss and other comprehensive income, and an increase in proceeds from disposal of other financial assets of HK$656,951,000 (equivalent to RMB588,497,000) in the pro forma consolidated cash flow statement, which are calculated as follows:

	HK$	RMB
Disposal price*	14.00
Proposed disposal shares	46,925,080
Cash proceeds for the Possible Disposal	656,951,000		588,497,000
Less: carrying amount of the Disposal Shares as at
1 January 2020	643,812,000		576,727,000
	13,139,000		11,770,000
Reversal of changes in fair value of the Disposal
Shares recognised in other comprehensive income
in the consolidated financial statements of the
Group for the year ended 31 December 2020	(60,064,000)	(53,381,000)
Equity investments at FVTOCI - net movement in
fair value reserves (non-recycling)	(46,925,000)	(41,611,000)
Exchange differences arising from re-translation of
financial statements	-		2,117,000
	(46,925,000)	(39,494,000)

The calculations above are for illustration purpose only. The adjustment was calculated based on the assumption that all Disposal Shares currently held by the Group are to be disposed at the minimum disposal price of HK$14 under the Disposal Mandate.

It should be noted that Tongcheng-Elong shares' closing market price as at 1 January 2020 was HK$13.72, which is less than the minimum disposal price of HK$14.00 under the Disposal Mandate. As such, based on the terms of the Disposal Mandate, the transaction would not have occurred on this date.

- III-10 -

APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

The exchange rates as at 1 January 2020 and as at 31 December 2020 of HK$1.00 = RMB0.8958 and HK$1.00 = RMB0.8416, respectively, have been used for the purpose of illustration only and does not constitute a representation that any amount has been, could have been or may be exchanged at such a rate or at any other rates.

The adjustment in respect of the unaudited pro forma consolidated statement of profit or loss, unaudited pro forma consolidated statement of profit or loss and other comprehensive income and unaudited pro forma consolidated cash flow statement above are not expected to have a continuing effect on the Group.
The actual share price of Tongcheng E-long's shares will likely be different from those stated in the pro forma financial information. Therefore, the estimated proceeds from the Possible Disposal, net cash inflows from the Possible Disposal and the cash and cash equivalents received by the Group as illustrated above are subject to change.
No adjustment has been made to reflect any trading results or other transaction of the Group entered into subsequent to 31 December 2020 for the unaudited pro forma consolidated statement of financial position, the unaudited pro forma consolidated statement of profit and loss, the unaudited pro forma consolidated statement of profit or loss and other comprehensive income and unaudited pro forma consolidated cash flow statement.

- III-11 -

APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

(B). INDEPENDENT REPORTING ACCOUNTANTS' ASSURANCE REPORT ON THE

COMPILATION OF PRO FORMA FINANCIAL INFORMATION

The following is the text of a report received from the reporting accountants, KPMG, Certified Public Accountants, Hong Kong, in respect of the Group's pro forma financial information for the purpose in this circular.

INDEPENDENT REPORTING ACCOUNTANTS' ASSURANCE REPORT ON THE COMPILATION OF PRO FORMA FINANCIAL INFORMATION

TO THE DIRECTORS OF OVERSEAS CHINESE TOWN (ASIA) HOLDINGS LIMITED

We have completed our assurance engagement to report on the compilation of pro forma financial information of Overseas Chinese Town (Asia) Holdings Limited (the "Company") and its subsidiaries (collectively the "Group") by the directors of the Company (the "Directors") for illustrative purposes only. The pro forma financial information consists of the unaudited pro forma consolidated statement of financial position as at 31 December 2020 and the unaudited pro forma consolidated statement of profit or loss, unaudited pro forma consolidated statement of profit or loss and other comprehensive income and pro forma consolidated cash flow statement for the year ended 31 December 2020 and related notes as set out in Part A of Appendix III to the circular dated 23 April 2021 (the "Circular") issued by the Company. The applicable criteria on the basis of which the Directors have compiled the pro forma financial information are described in Part A of Appendix III to the Circular.

The pro forma financial information has been compiled by the Directors to illustrate the impact of the proposed very substantial disposal in relation to the disposal of Tongcheng-Elong's Shares (the "Possible Disposal") on the Group's financial position as at 31 December 2020 and the Group's financial performance and cash flows for the year ended 31 December 2020 as if the Possible Disposal had taken place at 31 December 2020 and 1 January 2020, respectively. As part of this process, information about the Group's financial position as at 31 December 2020 and the Group's financial performance and cash flows for the year ended 31 December 2020 has been extracted by the Directors from the annual report of the Group for the year ended 31 December 2020, on which an audit report has been published.

Directors' Responsibilities for the Pro Forma Financial Information

The Directors are responsible for compiling the pro forma financial information in accordance with paragraph 4.29 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and with reference to Accounting Guideline 7 "Preparation of Pro Forma Financial Information for Inclusion in Investment Circulars" ("AG 7") issued by the Hong Kong Institute of Certified Public Accountants ("HKICPA").

- III-12 -

APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

Our Independence and Quality Control

We have complied with the independence and other ethical requirements of the Code of Ethics for Professional Accountants issued by the HKICPA, which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour.

The firm applies Hong Kong Standard on Quality Control 1 "Quality Control for Firms That Perform Audits and Reviews of Financial Statements, and Other Assurance and Related Services Engagements" issued by the HKICPA and accordingly maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Reporting Accountants' Responsibilities

Our responsibility is to express an opinion, as required by paragraph 4.29(7) of the Listing Rules, on the pro forma financial information and to report our opinion to you. We do not accept any responsibility for any reports previously given by us on any financial information used in the compilation of the pro forma financial information beyond that owed to those to whom those reports were addressed by us at the dates of their issue.

We conducted our engagement in accordance with Hong Kong Standard on Assurance Engagements ("HKSAE") 3420 "Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus" issued by the HKICPA. This standard requires that the reporting accountants plan and perform procedures to obtain reasonable assurance about whether the Directors have compiled the pro forma financial information in accordance with paragraph 4.29 of the Listing Rules, and with reference to AG 7 issued by the HKICPA.

For purpose of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the pro forma financial information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the pro forma financial information.

The purpose of pro forma financial information included in an investment circular is solely to illustrate the impact of a significant event or transaction on the unadjusted financial information of the Group as if the event had occurred or the transaction had been undertaken at an earlier date selected for purposes of the illustration. Accordingly, we do not provide any assurance that the actual outcome of the events or transactions at 31 December 2020 and 1 January 2020 would have been as presented.

A reasonable assurance engagement to report on whether the pro forma financial information has been properly compiled on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used by the Directors in the compilation of the pro forma financial information provide a reasonable basis for presenting the significant effects directly attributable to the event or transaction, and to obtain sufficient appropriate evidence about whether:

• the related pro forma adjustments give appropriate effect to those criteria; and

- III-13 -

APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

the pro forma financial information reflects the proper application of those adjustments to the unadjusted financial information.

The procedures selected depend on the reporting accountants' judgement, having regard to the reporting accountants' understanding of the nature of the Group, the event or transaction in respect of which the pro forma financial information has been compiled, and other relevant engagement circumstances.

The engagement also involves evaluating the overall presentation of the pro forma financial information.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion:

the pro forma financial information has been properly compiled on the basis stated;
such basis is consistent with the accounting policies of the Group, and
the adjustments are appropriate for the purposes of the pro forma financial information as disclosed pursuant to paragraph 4.29(1) of the Listing Rules.

KPMG

Certified Public Accountants

Hong Kong

23 April 2021

- III-14 -

APPENDIX IV

GENERAL INFORMATION

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 is 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 executives' 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 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 Simon	Beneficial owner	1,000,000	0.13%
		(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.

- IV-1 -

APPENDIX IV

GENERAL INFORMATION

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:

Name of			Approximate % of
Substantial		Number of	issued share capital
Shareholder	Capacity/Nature	Shares held	of the Company
Pacific Climax	Beneficial owner (note 1)	530,894,000	70.94%
		(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:

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.
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 and Ms. Xie Mei, both being an executive Director, and Mr. Wang Wenjin, being a non-executive Director, are also directors of OCT (HK).
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 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.
OCT Group is the holding company of OCT Ltd. and together with its wholly-owned subsidiary, 深圳華僑城資本投資管理有限公司 (Shenzhen OCT Capital Investment Management Company Limited), hold 47.97% of the issued shares of OCT Ltd., which is the beneficial owner of all the issued shares of OCT (HK), which is, 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.

- IV-2 -

APPENDIX IV

GENERAL INFORMATION

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 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 audited 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:

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 7 May 2019 in relation to provision of finance lease and factoring services by OCT Financial Leasing to OCT Ltd. at an annual cap of RMB2,500,000,000 for one year from the date of independent shareholders' approval;
the finance lease and factoring framework agreement entered into between OCT Financial Leasing and OCT Group on 7 May 2019 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;

- IV-3 -

APPENDIX IV

GENERAL INFORMATION

the State-owned Land Use Rights Grant Contract dated 30 May 2019 and entered into between Shenzhen OCT Gangya Holdings Development Co., Ltd. (深圳華僑城港亞控股發展有限公司, "OCT Gangya") and Hefei Guojia Industry Capital Management Co., Ltd. (合肥國嘉產業資本管理有限公司, "Hefei Guojia") jointly with Hefei Municipal Natural Resources and Planning Bureau (合肥市自然資源和規劃局, "Hefei Planning Bureau") in respect of the acquisition of the land use rights of the land situated at Chaohu, Hefei, Anhui Province of the PRC at a consideration of approximately RMB1,130 million;
the cooperation agreement dated 3 June 2019 entered into between OCT Gangya and Hefei Guojia, pursuant to which the parties agreed to establish a joint venture company (the "Project Company") for the development of parcels of land in Chaohu, Hefei and the total capital commitment to be made to the Project Company shall not exceed RMB2,352,941,176, of which RMB1,200,000,000 and RMB1,152,941,176 are attributable to OCT Gangya and Hefei Guojia, respectively, in proportion to their respective shareholdings in the Project Company;
the joint venture agreement dated 20 June 2019 entered into between Shenzhen OCT Ganghua Investment Holdings Co., Ltd. (深圳華僑城港華投資控股有限公司, "OCT Ganghua") and Hefei Huaxing Konggang Investment Co., Ltd. (合肥華興空港投資有限公司) in relation to the establishment of Hefei OCT Industry Development Co., Ltd. (合肥華僑城實業發展有限公司, "Hefei OCT Industry"), pursuant to which OCT Ganghua is required to contribute RMB5.1 billion, representing 51% of the registered capital of Hefei OCT Industry;
the lease agreement dated 5 July 2019 entered into between OCT Shanghai Land and Shanghai Huahe Real Estate Development Co., Ltd. (上海華合房地產開發有限公司, "Shanghai Huahe") in relation to the lease of certain properties by OCT Shanghai Land to Shanghai Huahe for a term of 36 months from 1 August 2019 to 31 July 2022 at a monthly rent of RMB769,145;
the maximum amount guarantee agreement dated 11 July 2019 entered into between the Company and Shenzhen branch of Nanyang Commercial Bank (China) Limited (南洋商業銀行（中國）有限公司深圳分行, the "Nanyang Bank"), pursuant to which the Company agreed to

guarantee up to 49% of the loan (being RMB392,000,000) under a loan agreement dated 26 June 2019 and entered into between Chongqing OCT Real Estate Limited (重慶華僑城置地有限公司) and the Nanyang Bank;

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 the Xiamen 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 the Xiamen Partnership, respectively;

- IV-4 -

APPENDIX IV

GENERAL INFORMATION

the State-owned Land Use Rights Grant Contracts dated 27 December 2019 entered into between Hefei OCT Industry and Hefei Planning Bureau in respect of the acquisition of the land use rights of the five (5) parcel 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;
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 the 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 Dongguan Partnership, respectively;
the finance lease and factoring framework agreement entered into between 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;
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;
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;
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;
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;

- IV-5 -

APPENDIX IV

GENERAL INFORMATION

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 OCT (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;
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 (合肥空港國際小鎮) to Heifei 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;
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;
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;
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;
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;
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;

- IV-6 -

APPENDIX IV

GENERAL INFORMATION

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;
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;
the limited partnership agreement entered into between 深圳華僑城港亞控股發展有限公司
(Shenzhen OCT Gangya Holdings Development Co. Ltd.) ("Shenzhen OCT Gangya"）, 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 the 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; and
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.

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

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.
The Company's registered office is at Ocorian Trust (Cayman) Limited, Windward 3, Regatta Office Park, PO Box 13506, 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.

- IV-7 -

APPENDIX IV

GENERAL INFORMATION

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.
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:

the memorandum and articles of association of the Company;
the annual reports of the Company for the three years ended 31 December 2018, 2019 and 2020;
the material contracts referred to in the paragraph headed "Material Contracts" in this appendix;
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 last published audited accounts of the Company were made up); and
this circular.

- IV-8 -

NOTICE OF EXTRAORDINARY GENERAL MEETING

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.

Overseas Chinese Town (Asia) Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 03366)

NOTICE OF EXTRAORDINARY GENERAL MEETING

PRECAUTIONARY MEASURES FOR THE EXTRAORDINARY GENERAL MEETING

Please refer to page ii of the circular of the Company dated 23 April 2021 for the measures to be implemented at the extraordinary general meeting ("EGM") of Overseas Chinese Town (Asia) Holdings Limited (the "Company") by the Company to protect the attendees from the risk of infection of the novel coronavirus, including:

compulsory body temperate check and filing out the health registration form;
compulsory wearing of surgical face mask; and
no distribution of corporate gifts and no serving of refreshments.

Any person who does not comply with the precautionary measures or is subject to any PRC Government prescribed quarantine may be denied entry into the meeting venue. For the health and safety of the shareholders of the Company (the "Shareholders"), the Company strongly advises the Shareholders to appoint the chairman of the meeting as your proxy to vote on the relevant resolutions at the EGM as an alternative to attending the EGM in person.

NOTICE IS HEREBY GIVEN that the EGM will be held at the conference room of the Company on 3/F., Jacaranda IBC, OCT Harbour, Baishi Road, Nanshan District, Shenzhen, China on Monday, 10 May 2021 at 11:00 a.m. or any adjournment of such meeting for the purposes of considering and, if thought fit, passing the following resolution, with or without modifications, as ordinary resolution of the Company:

- EGM-1 -

NOTICE OF EXTRAORDINARY GENERAL MEETING

ORDINARY RESOLUTION

"THAT

the proposed disposal (the "Disposal Mandate") by the Company of all or part of 46,925,080 ordinary shares (or such other number of shares of such other nominal value resulting from any capital reorganisation) in Tongcheng-Elong Holdings Limited (同程藝龍控股有限公司), 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 of Hong Kong Limited (stock code: 0780), within a period of 12 months from the date of passing of this resolution (the "Mandate Period") and on the terms set out in the circular of the Company dated 23 April 2021 (the "Circular") (a copy of the Circular marked "A" and initialed by the chairman of the Meeting for identification purpose has been tabled at the Meeting) (the "Possible Disposal") be and is hereby approved; and
the directors of the Company (the "Directors") be and are hereby authorised for and on behalf of the Company to exercise all the powers of the Company to procure or effect the Possible Disposal from time to time during the Mandate Period and to do all such acts and things, including but not limited to execution of all documents, which the Directors deem necessary, appropriate or desirable to implement and give effect to the Possible Disposal and the transactions contemplated thereunder or in connection with the exercise of the Disposal Mandate.

By order of the Board

Overseas Chinese Town (Asia) Holdings Limited

Zhang Dafan

Chairman

Hong Kong, 23 April 2021

Notes:

Any member entitled to attend and vote at the EGM (and any adjournment of such 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 of the Company may appoint more than one proxy to represent him and vote on his behalf at the EGM (and any adjournment of such meeting). A proxy need not be a member of the Company. In addition, a proxy or proxies representing either a member who is an individual or a member which is a corporation shall be entitled to exercise the same powers on behalf of the member which he or they represent as such member could exercise.
The instrument appointing a proxy shall be in writing under the hand of the appointor or of his 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 authorised to sign the same.
In order to be valid, the proxy form and the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power of attorney or authority, must be deposited with the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, as soon as possible and in any event not less than forty-eight (48) hours before the time appointed for holding the EGM (or any adjournment of such meeting) (as the case may be) at which the person named in the instrument proposes to vote.

- EGM-2 -

NOTICE OF EXTRAORDINARY GENERAL MEETING

The register of members of the Company will be closed from Wednesday, 5 May 2021 to Monday, 10 May 2021 (both days included), for the purpose of determining the list of shareholders entitled to attend the EGM, during which period no transfer of shares of the Company will be registered. In order to qualify for attendance and voting at the EGM, all completed transfer documents accompanied by the relevant share certificates must be lodged with the Company's share registrar in Hong Kong not later than 4:30 p.m. on Tuesday, 4 May 2021.
Completion and return of the proxy form does not preclude a member from attending and voting in person at the EGM (or any adjournment of such meeting) and, in such event, the proxy form shall be deemed to be revoked.
Where there are joint holders of any shares of the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such shares as if he were solely entitled thereto; but if more than one of such joint holders are present at the EGM (and any adjournment of such meeting), the most senior will alone be entitled to vote, whether in person or by proxy. For this purpose, seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

As at the date of this notice, 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.

- EGM-3 -

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OCT - Overseas Chinese Town (Asia) Holdings Ltd. published this content on 22 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 April 2021 11:53:05 UTC.

Delayed Hong Kong S.E. Other stock markets 01:14:29 2024-05-29 am EDT			5-day change	1st Jan Change
0.188 ^HKD	-1.05%		-5.53%	-27.69%

Mar. 28	Overseas Chinese Town Holdings Limited Reports Earnings Results for the Full Year Ended December 31, 2023	CI
Jan. 09	Overseas Chinese Town to Sell Shanghai’s Bulgari Hotel For 2.4 Billion Yuan	MT

Overseas Chinese Town Holdings Limited Reports Earnings Results for the Full Year Ended December 31, 2023	Mar. 28	CI
Overseas Chinese Town to Sell Shanghai’s Bulgari Hotel For 2.4 Billion Yuan	Jan. 08	MT
Overseas Chinese Town Shareholders to Vote on Proposed Asset Disposal	Nov. 06	MT
Overseas Chinese Town Delays Asset Sale-Related Circular Dispatch	Nov. 03	MT
Overseas Chinese Town Holdings Limited Announces Change of Directors	23-10-26	CI
Overseas Chinese Town Unit Eyes Sale of Shanghai Hotel Assets	23-10-12	MT
Overseas Chinese Town Holdings Limited Reports Earnings Results for the Half Year Ended June 30, 2023	23-08-31	CI
Overseas Chinese Town Redeems $300 Million Senior Guaranteed Perpetual Capital Securities	23-08-29	MT
Overseas Chinese Town to More than Triple Loss in H1	23-08-22	MT
Overseas Chinese Town Holdings Limited Provides Preliminary Assessment of the Unaudited Consolidated Management Accounts of the Group for the Six Months Ended 30 June 2023	23-08-21	CI
Overseas Chinese Town Redeems $300 Million Perpetual Securities; Shares Jump 16%	23-07-25	MT
Overseas Chinese Town Holdings Limited Announces Executive Changes	23-06-26	CI
Overseas Chinese Town to Fully Redeem $500 Million of Perpetual Bonds	23-06-14	MT
Overseas Chinese Town (Asia) Finds Buyer for 51% Stake in Chinese Unit	23-04-05	MT
Overseas Chinese Town Holdings Limited Reports Earnings Results for the Full Year Ended December 31, 2022	23-03-31	CI
Overseas Chinese Town Holdings Limited Announces Board Changes	23-03-23	CI
Overseas Chinese Town Expects Wider 2022 Loss	23-02-15	MT
Overseas Chinese Town Holdings Limited Provides Earnings Guidance for the Year Ended 31 December 2022	23-02-15	CI
Overseas Chinese Town Plans to Sell 51% in Chinese Subsidiary; Stocks Jump 14%	22-10-06	MT
Overseas Chinese Town Mulls Divestment of 51% Stake in Property Management Unit	22-10-02	MT
Overseas Chinese Town Swings to Loss in January-June	22-08-31	MT
Overseas Chinese Town Holdings Limited Reports Earnings Results for the Half Year Ended June 30, 2022	22-08-31	CI
Overseas Chinese Town (Asia) Holdings Anticipates H1 Loss	22-08-29	MT
Overseas Chinese Town Holdings Limited Provides Earnings Guidance for the Six Months Ended 30 June 2022	22-08-26	CI
Overseas Chinese Town Unit, Yilifang Technology Sign Procurement Framework Deal	22-08-12	MT

	1st Jan change	Capi.
OVERSEAS CHINESE TOWN (ASIA) HOLDINGS LIMITED	-27.69%	18.2M
CHINA RESOURCES LAND LIMITED	+7.86%	27.84B
SUN HUNG KAI PROPERTIES LIMITED	-11.01%	26.91B
MITSUI FUDOSAN CO., LTD.	+20.55%	25.02B
DLF LIMITED	+13.13%	24.4B
CHINA OVERSEAS LAND & INVESTMENT LTD.	+11.63%	21.69B
MITSUBISHI ESTATE CO., LTD.	+31.63%	20.61B
EMAAR PROPERTIES	-2.27%	18.62B
POLY DEVELOPMENTS AND HOLDINGS GROUP CO., LTD.	+4.75%	16.98B
MACROTECH DEVELOPERS LIMITED	+26.96%	16.08B

Overseas Chinese Town (Asia) Holdings Limited

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3366

KYG684581013

Real Estate Development & Operations

Overseas Chinese Town Asia : VERY SUBSTANTIAL DISPOSAL POSSIBLE DISPOSAL OF LISTED SECURITIES IN TONGCHENG-ELONG

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