Overseas Chinese Town Asia : RENEWAL OF GENERAL MANDATES, TO ISSUE NEW SHARES AND REPURCHASE SHARES, PROPOSED RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular or as to the action to be taken, you should consult your licensed securities dealer or other registered dealer 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 at once hand this circular with the enclosed form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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)

RENEWAL OF GENERAL MANDATES,

TO ISSUE NEW SHARES AND REPURCHASE SHARES,

PROPOSED RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

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 AGM of the Company to be held on Friday, 21 May 2021 at 11:00 a.m. at the conference room of the Company at 3/F., Jacaranda IBC, OCT Harbour, Baishi Road, Nanshan District, Shenzhen, PRC is set out on pages 16 to 20 of this circular. A form of proxy for use at the AGM is enclosed with this circular. Whether or not you are able to attend the AGM, 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 but in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM, or any adjournment thereof, should you so wish.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

Please refer to page 1 of this circular for the measures to be implemented at the Annual General Meeting by the Company against the epidemic to protect the attendees from the risk of infection of the Novel Coronavirus("COVID-19"), including:

1. compulsory body temperature check and filling out the health registration form;
2. compulsory wearing of surgical face mask; and
3. no distribution of corporate gifts and no serving of refreshments. Any person who does not comply with the precautionary measures may be denied entry into the Annual General Meeting 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 resolutions at the Annual General Meeting as an alternative to attending the Annual General Meeting in person.

21 April 2021

CONTENTS

Page

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING . . . . . . . . . . .	1
DEFINITIONS . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
APPENDIX I -	EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX II -	DETAILS OF RETIRING DIRECTORS SUBJECT TO RE-ELECTION . .	11
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16

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PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

In view of the ongoing COVID-19 epidemic and recent requirements for prevention and control of its spread, the Company will implement necessary preventive measures at the forthcoming AGM to protect attending Shareholders, proxy and other attendees from the risk of infection, including:

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

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

In the interest of all attendees' health and safety, the Company wishes to advise all Shareholders that physical attendance in person at the AGM 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 AGM as their proxy to vote on the relevant resolutions at the AGM as an alternative to attending the AGM in person.

If any Shareholder chooses not to attend the AGM 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 [e-mail].

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.

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DEFINITIONS

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

"AGM"	the annual general meeting of the Company to be held on Friday,
	21 May 2021 at 11:00 a.m. at the conference room of the Company
	at 3/F., Jacaranda IBC, OCT Harbour, Baishi Road, Nanshan
	District, Shenzhen, PRC;
"AGM Notice"	the notice convening the AGM set out on pages 16 to 20 of this
	circular;
"Articles"	the articles of association of the Company;
"associates"	has the same meaning as defined in the Listing Rules;
"Board"	the board of Directors;
"close associates"	has the same meaning as defined in the Listing Rules;
"Company"	Overseas Chinese Town (Asia) Holdings Limited, a company
	incorporated in the Cayman Islands with limited liability and the
	shares of which are listed on the Stock Exchange;
"core connected person"	has the same meaning as defined in the Listing Rules;
"Directors"	the directors of the Company;
"Group"	the Company and its subsidiaries;
"Hong Kong"	the Hong Kong Special Administrative Region of the People's
	Republic of China;
"Issue Mandate"	a general and unconditional mandate proposed to be granted to the
	Directors to exercise all powers of the Company to allot and issue
	Shares set out as resolution no. 7 in the AGM Notice;
"Latest Practicable Date"	12 April 2021, being the latest practicable date prior to the printing
	of this circular for ascertaining certain information for inclusion in
	this circular;
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange;
"Nomination Committee"	the nomination committee of the Company;

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	DEFINITIONS
"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
"Remuneration Committee"	the remuneration committee of the Company;
"Repurchase Mandate"	a general and unconditional mandate proposed to be granted to the
	Directors to exercise all powers of the Company to repurchase
	Shares set out as resolution no. 8 in the AGM Notice;
"SFO"	Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong);
"Share(s)"	ordinary shares of HK$0.10 each in the capital of the Company;
"Shareholder(s)"	holder(s) of (a) Share(s);
"Stock Exchange"	The Stock Exchange of Hong Kong Limited;
"Takeovers Code"	The Codes on Takeovers and Mergers and Share Buy-backs; and
"HK$"	Hong Kong dollar, the lawful currency of Hong Kong.

In the event of any inconsistency, the English text of this circular, the AGM Notice and the accompanying form of proxy shall prevail over the Chinese text.

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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,
Mr. Lin Kaihua	Regatta Office Park
	PO Box 1350
Non-executive Director:	Grand Cayman KY1-1108
Mr. Wang Wenjin
	Head Office and Principal Place
Independent non-executive Directors:	of Business:
Ms. Wong Wai Ling	59/F., Bank of China Tower
Professor Lam Sing Kwong Simon	1 Garden Road
Mr. Chu Wing Yiu	Hong Kong
	21 April 2021
To the Shareholders,
Dear Sir or Madam,

RENEWAL OF GENERAL MANDATES

TO ISSUE NEW SHARES AND REPURCHASE SHARES,

PROPOSED RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to: (i) provide you with details of the proposed Issue Mandate and the proposed Repurchase Mandate; (ii) furnish you details of the proposed re-election of retiring Directors; (iii) set out an explanatory statement regarding the Repurchase Mandate and (iv) give you notice of the AGM.

GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES

The Company's existing mandate to issue and repurchase Shares was approved by its Shareholders on 19 June 2020. Unless otherwise renewed, the existing mandate to issue and repurchase Shares will lapse at the conclusion of the AGM.

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LETTER FROM THE BOARD

Ordinary resolutions will be proposed at the AGM to grant to the Directors new general mandates:

1. to allot, issue and otherwise deal with new Shares with an aggregate nominal amount not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the proposed resolution at the AGM; and
2. to repurchase Shares with an aggregate nominal amount not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the proposed resolution at the AGM.

In addition, a separate ordinary resolution will be proposed at the AGM to add to the Issue Mandate those Shares repurchased by the Company pursuant to the Repurchase Mandate (if granted to the Directors at the AGM).

The Directors have no present intention to exercise the Issue Mandate or the Repurchase Mandate (if granted to the Directors at the AGM).

An explanatory statement containing information regarding the Repurchase Mandate is set out in the Appendix I to this circular.

PROPOSED RE-ELECTION OF RETIRING DIRECTORS

Each of Mr. Lin Kaihua, an executive Director and the independent non-executive Directors, Ms. Wong Wai Ling and Professor Lam Sing Kwong Simon was re-elected as a Director at the annual general meeting of the Company held on 5 June 2018 with effect from the same date. Mr. Zhang Dafan was appointed as an executive Director by the Board on 12 August 2020 with effect from the same date.

Mr. Zhang Dafan, Mr. Lin Kaihua, Ms. Wong Wai Ling and Professor Lam Sing Kwong Simon will retire from office as a Director at the AGM. Each of Mr. Lin Kaihua, Ms. Wong Wai Ling and Professor Lam Sing Kwong Simon, being eligible, offers himself/herself for re-election pursuant to article 108(a) of the Articles. Mr. Zhang Dafan, being eligible, offers himself for re-election pursuant to article 112 of the Articles. Particulars of Mr. Zhang Dafan, Mr. Lin Kaihua, Ms. Wong Wai Ling and Professor Lam Sing Kwong Simon are set out in Appendix II.

Pursuant to code provision A.4.3 of the Corporate Governance Code sets out in Appendix 14 to the Listing Rules, further appointment of Ms. Wong Wai Ling and Professor Lam Sing Kwong Simon, both being an independent non-executive Director and have been serving the Company for more than nine years, should be subject to a separate resolution to be approved by the Shareholders. Notwithstanding the fact that each of Ms. Wong Wai Ling and Professor Lam Sing Kwong Simon have been serving the Company for more than nine years, there are no circumstances which are likely to affect their independence as independent non-executive Directors. Each of Ms. Wong Wai Ling and Professor Lam Sing Kwong Simon has not been involved in the daily management of the Company nor in any relationships which would interfere with the exercise of his/her independent judgement. The Board considers that Ms. Wong Wai Ling and Professor Lam Sing Kwong Simon remain independent notwithstanding the length of their services and

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LETTER FROM THE BOARD

believes that they are able to continue to fulfill their role as independent non-executive Directors. The Board is of the view that Ms. Wong Wai Ling and Professor Lam Sing Kwong Simon should be re-elected at the AGM.

THE AGM

A notice convening the AGM to be held on Friday, 21 May 2021 at 11:00 a.m. at the conference room of the Company at 3/F., Jacaranda IBC, OCT Harbour, Baishi Road, Nanshan District, Shenzhen, PRC is set out on pages 16 to 20 of this circular for the purpose of considering and, if thought fit, passing the resolutions set out therein.

You will find enclosed a form of proxy for use at the AGM. Whether or not you are able to attend the AGM, you are requested to complete and return the enclosed 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 but in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM, or any adjournment thereof, should you so wish.

VOTING AT THE AGM

Pursuant to Rule 13.39(4) of the Listing Rules, all resolutions will be put to vote by way of poll at the AGM. An announcement on the poll results will be made by the Company after the AGM pursuant to Rule 13.39(5) of the Listing Rules.

RECOMMENDATION

The Directors consider that the granting of the Issue Mandate, the Repurchase Mandate and the extension to the Issue Mandate, and the re-election of retiring Directors are in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend that the Shareholders vote in favour of the relevant resolutions as set out in the AGM Notice at the forthcoming AGM.

Yours faithfully

Zhang Dafan

Chairman

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APPENDIX I

EXPLANATORY STATEMENT

This appendix includes an explanatory statement required by the Stock Exchange to be presented to Shareholders concerning the Repurchase Mandate proposed to be granted to the Directors.

1. STOCK EXCHANGE RULES FOR REPURCHASES OF SHARES

The Listing Rules permit companies with a primary listing on the Stock Exchange to repurchase their shares on the Stock Exchange subject to certain restrictions.

The Listing Rules provide that all proposed repurchases of shares by a company with a primary listing on the Stock Exchange must be approved by shareholders in advance by an ordinary resolution in a general meeting, either by way of a general mandate or by a specific approval of a particular transaction and that the shares to be repurchased must be fully paid up.

2. FUNDING AND IMPACT OF REPURCHASES

Any repurchase will be made out of funds which are legally available for the purpose in accordance with the memorandum and the Articles, the Listing Rules and the applicable laws of the Cayman Islands. As compared with the financial position of the Company as at 31 December 2020 (being the date to which the latest audited accounts of the Company have been made up), the Directors consider that there would not be a material adverse impact on the working capital and on the gearing position of the Company in the event the proposed repurchases were to be carried out in full during the proposed repurchase period.

The Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital of the Company or the gearing position which in the opinion of the Directors are from time to time appropriate for the Company.

3. REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders to have a general authority from the Shareholders to enable the Directors to repurchase Shares on the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or its earning per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders.

4. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 748,366,000 Shares.

Subject to the passing of the relevant ordinary resolutions to approve the general mandates to issue and repurchase Shares and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the AGM, the Directors would be authorised to exercise the powers of the Company to repurchase a maximum of 74,836,600 Shares.

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APPENDIX I

EXPLANATORY STATEMENT

5. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange to exercise the Repurchase Mandate in accordance with the Listing Rules, the applicable laws of the Cayman Islands and in accordance with the memorandum and articles of association of the Company.

6. EFFECT OF THE TAKEOVERS CODE

If as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. As a result, a shareholder or a group of shareholders acting in concert (as that term is defined in the Takeovers Code), depending on the level of increase of the shareholder's interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, the following Shareholders had interests representing 5% or more of the issued share capital of the Company:

			Approximately %
			of interest
			As at the	If Repurchase
		Number of	Latest	Mandate is
		Shares held/	Practicable	exercised in
Name of Shareholder	Capacity/Nature	interested	Date	full
Pacific Climax Limited	Beneficial owner	530,894,000	70.94%	78.82%
("Pacific Climax") (Note 1)		(long position)
Overseas Chinese Town (HK)	Interest of a controlled	530,894,000	70.94%	78.82%
Company Limited	corporation (Note 2)	(long position)
("OCT (HK)")
Shenzhen Overseas Chinese	Interest of a controlled	530,894,000	70.94%	78.82%
Town Holding Company	corporation (Note 3)	(long position)
Limited ("OCT Ltd.")
Overseas Chinese Town Group	Interest of a controlled	530,894,000	70.94%	78.82%
Company ("OCT Group")	corporation (Note 4)	(long position)

Notes:

1. The interests held by Pacific Climax consist of interests (long position) in 530,894,000 ordinary shares. Ms. Xie Mei and Mr. Lin Kaihua, both being executive Directors, and Mr. Wang Wenjin, being a non-executive Director, are also directors of Pacific Climax.
2. OCT (HK) is the beneficial owner of all the issued share capital in Pacific Climax. Therefore, OCT (HK) is deemed, or taken to be interested in all the Shares beneficially held by Pacific Climax for the purpose of the SFO. Mr. Zhang Dafan and Ms. Xie Mei, both being an executive Director, and Mr. Wang Wenjin, being a non-executive Director, are also directors of OCT (HK).

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APPENDIX I

EXPLANATORY STATEMENT

1. OCT Ltd. is the beneficial owner of all the issued shares in OCT (HK), which is in turn the beneficial owner of all the issued share capital in Pacific Climax Limited and therefore OCT (HK) is deemed, or taken to be interested in the Shares which are beneficially owned by Pacific Climax Limited and OCT (HK) for the purposes 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.
2. OCT Group is the holding company of OCT Ltd. and together with its wholly-owned subsidiary, OCT Capital Shenzhen Investment Management Company Limited (深圳華僑城資本有限公司), hold approximately 47.97% interests in 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.

In the event the Directors exercise in full the power to repurchase Shares which is proposed to be granted pursuant to the Repurchase Mandate, the interests of each of the above Shareholders in the Company would be increased to approximately the percentages as set out opposite their respective names in the table above. On the basis of the aforesaid increase of shareholding held by the Shareholders set out above, the Directors are not aware of any consequences of such repurchases of Shares that would result in the Shareholder, or group of Shareholders acting in concert, becoming obliged to make a mandatory offer under Rule 26 of the Takeovers Code if the Repurchase Mandate were exercised in full. Moreover, the Directors do not intend to exercise the power to repurchase Shares to an extent which would render the aforesaid Shareholders or any Shareholder or group of Shareholders obliged to make a mandatory offer under Rule 26 of the Takeovers Code. As the exercise of the Repurchase Mandate in full would result in insufficient public float of the Company, the Directors have no intention to exercise the Repurchase Mandate to such an extent that results in a public shareholding of less than the minimum public float requirement of 25% of the total issued share capital of the Company.

7. DIRECTORS, CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

None of the Directors nor, to the best of the knowledge and belief of the Directors, having made all reasonable enquiries, any of their respective close associates has any present intention, in the event that the proposed Repurchase Mandate is granted, to sell Shares to the Company. No core connected person of the Company has notified the Company that he/she/it has a present intention to sell Shares to the Company nor has he/she/it undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Company is authorised to make repurchases of Shares.

8. SHARE REPURCHASE MADE BY THE COMPANY

No repurchase of Shares has been made by the Company (whether on the Stock Exchange or otherwise) during the six months ended on the Latest Practicable Date.

9. SHARE PRICES

The highest and lowest prices at which the Shares have traded on the Stock Exchange in each of the previous twelve months and up to the Latest Practicable Date were as follows:

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APPENDIX I	EXPLANATORY STATEMENT
	Shares
	Highest	Lowest
	HK$	HK$
2020
April	1.97	1.77
May	1.76	1.49
June	1.87	1.53
July	1.93	1.66
August	1.76	1.63
September	1.71	1.52
October	1.62	1.55
November	1.73	1.58
December	1.73	1.59
2021
January	1.8	1.59
February	1.88	1.61
March	1.88	1.62
April (till the Latest Practicable Date)	1.67	1.62

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APPENDIX II DETAILS OF NEW DIRECTOR TO BE APPOINTED AND RETIRING DIRECTORS TO BE RE-ELECTED

Set out below are details of the executive Directors, Mr. Zhang Dafan, and Mr. Lin Kaihua, and the independent non-executive Directors, Ms. Wong Wai Ling and Professor Lam Sing Kwong Simon, who will all retire at the conclusion of the AGM and will be proposed to be re-elected at the AGM.

Mr. Zhang Dafan ("Mr. Zhang")

Mr. Zhang, aged 54, is the executive director and chairman of the Company and is currently the vice president of Shenzhen Overseas Chinese Town Company Limited* (深圳華僑城股份有限公司) ("OCT Ltd.") (which wholly owns Overseas Chinese Town (HK) Company Limited ("OCT (HK)") and listed on the Shenzhen Stock Exchange), the chairman of the board of OCT (HK) (which wholly owns Pacific Climax Limited, a controlling shareholder of the Company), the general manger of the west division of OCT Ltd., a general manager of Overseas Chinese Town West Division Investment Company Limited* (華僑城西部投 資有限公司) (a wholly-owned subsidiary of Overseas Chinese Town Group Company Limited* (華僑城集 團有限公司) ("OCT Group")). Since joining OCT Group in 1991, Mr. Zhang had worked as, including but not limited to: (i) the deputy general manager of the import and export division of OCT Group; and (ii) the deputy general manager of OCT (HK). Mr. Zhang is the chairman of the nomination committee of the Company.

Mr. Zhang graduated from Nanjing Aeronautical Institute (南京航空學院) in 1988 with a bachelor's degree in engineering, specialising in industrial management engineering. In 1999, he obtained a master's degree in economics, specialising in industrial economics, from Renmin University of China (中國人民大 學).

Save as disclosed above, Mr. Zhang does not hold any directorship in other public companies the securities which are listed on any securities market in Hong Kong or overseas in the last three years or any other position with the Company and other members of the Group, and save as disclosed, he does not have other major appointments and professional qualifications.

Mr. Zhang does not have any interest in the Shares within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Zhang does not have any relationship with any Directors, senior management, substantial shareholders and controlling shareholders of the Company.

Mr. Zhang was elected as an executive Director by the Board on 12 August 2020 with effect from the same date.

If re-elected, Mr. Zhang will enter into a director's service agreement with the Company as an executive Director for a term commencing from the date of the AGM which approves his appointment and ending at the conclusion of the 2023 annual general meeting to be held in 2024, which may be terminated by either the Company or Mr. Zhang by giving one month's written notice or otherwise in accordance with the terms of the director's service agreement. Mr. Zhang's basic annual salary will be determined with reference to his roles and responsibilities with the Group and the prevailing market conditions. Save for the said salary, Mr. Zhang will not be entitled to any other emolument for holding his office as an executive Director.

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APPENDIX II DETAILS OF NEW DIRECTOR TO BE APPOINTED AND RETIRING DIRECTORS TO BE RE-ELECTED

Save as disclosed above, the Company considers that in relation to the re-election of Mr. Zhang as an executive Director, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraph 13.51(2) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.

Mr. Lin Kaihua ("Mr. Lin")

Mr. Lin Kaihua, aged 54, is the executive director and vice president of the Company. Mr. Lin holds directorships in various subsidiaries of the Company and the chairman of Beijing Guangying Real Estate Development Co., Ltd (北京廣盈房地產開發有限公司), an associate of the Company. He is also the deputy general manager of OCT (HK) and a director of Minsheng Education Group Company Limited (listed on the Main Board of the Stock Exchange, stock code: 1569.HK). Since joining OCT Group in 1992, Mr. Lin had held a number of positions including the deputy general manager and the chief financial officer of Overseas Chinese Town (Shanghai) Land Company Limited (a non-wholly owned subsidiary of the Company), the deputy general manager of Shenzhen Overseas Chinese Town Entertainment Investment Company Limited (深圳華僑城都市娛樂投資公司) (a wholly-owned subsidiary of OCT Ltd.), chief financial officer of OCT Ltd. and Shenzhen Bay Hotel (now known as "InterContinental Shenzhen").

Mr. Lin holds a bachelor's degree and a master's degree in accounting, and has obtained Certified Public Accountant and Senior Accountant title.

Save as disclosed above, Mr. Lin does not hold any directorship in other public companies the securities which are listed on any securities market in Hong Kong or overseas in the last three years or any other position with the Company and other members of the Group, and save as disclosed, he does not have other major appointments and professional qualifications.

Mr. Lin does not have any interest in the Shares within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Lin does not have any relationship with any Directors, senior management, substantial shareholders and controlling shareholders of the Company.

If re-elected, Mr. Lin will enter into a director's service agreement with the Company as an executive Director for a term commencing from the date of the AGM which approves his appointment and ending at the conclusion of the 2023 annual general meeting to be held in 2024, which may be terminated by either the Company or Mr. Lin by giving one month's written notice or otherwise in accordance with the terms of the director's service agreement. Mr. Lin's basic annual salary will be determined with reference to his roles and responsibilities with the Group and the prevailing market conditions. Save for the said salary, Mr. Lin will not be entitled to any other emolument for holding his office as an executive Director.

Save as disclosed above, the Company considers that in relation to the re-election of Mr. Lin as an executive Director, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraph 13.51(2) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.

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APPENDIX II DETAILS OF NEW DIRECTOR TO BE APPOINTED AND RETIRING DIRECTORS TO BE RE-ELECTED

Ms. Wong Wai Ling ("Ms. Wong")

Ms. Wong Wai Ling, aged 59, joined the Group in 2007. Ms. Wong holds a bachelor's degree of arts from the University of Hong Kong and a post-graduate diploma in accounting and finance from the London School of Economics and Political Science. Ms. Wong is a fellow member of Hong Kong Institute of Certified Public Accountants and the Association of Chartered Certified Accountants and has more than twenty years of extensive experience in accounting, tax, auditing and business. Ms. Wong had worked in various international and local audit firms for more than seven years until she began to be in private practice as a Certified Public Accountant since 1993. In addition to the Company, Ms. Wong is also an independent non-executive director and chairman of the audit committee and remuneration committee of Yongsheng Advanced Materials Company Limited (stock code: 3608.HK). Meanwhile, Ms. Wong is also a non- executive director of Hin Sang Group (International) Holdings Co., Ltd (衍生集團（國際）控股有限公司) (a company listed on the Main Board of the Stock Exchange, stock code: 6893. HK). Ms. Wong previously served as an independent non-executive director and chairman of the audit committee of AVIC International Holdings Limited (stock code: 00161), whose shares were listed on the main board of the Stock Exchange and has been delisted voluntarily since 17 April 2020. Ms. Wong previously served as an independent non- executive director and chairman of the audit committee of China Ruifeng Renewable Energy Holdings Limited (a company listed on the Main Board of the Stock Exchange, stock code: 0527.HK), an independent non-executive director of Glory Flame Holdings Limited (a company listed on the Growth Enterprise Market ("GEM") of the Stock Exchange, stock code: 8059.HK) and an executive director of Tonking New Energy Group Holdings Limited (formerly known as JC Group Holdings Limited) (a company listed on the GEM of the Stock Exchange, stock code: 8326.HK). Ms. Wong is the chairman of the Company's audit committee and remuneration committee and a member of the nomination committee of the Company.

Save as disclosed above, Ms. Wong does not hold any directorship in other public companies the securities which are listed on any securities market in Hong Kong or overseas in the last three years or any other position with the Company and other members of the Group, and save as disclosed, she does not have other major appointments and professional qualifications.

Ms. Wong does not have any interest in the Shares within the meaning of Part XV of the SFO. Save as disclosed above, Ms. Wong does not have any relationship with any directors, senior management, substantial shareholders and controlling shareholders of the Company.

Save as disclosed above, Ms. Wong does not have any relationship with any directors, senior management, substantial shareholders and controlling shareholders of the Company.

If appointed, Ms. Wong will enter into a director's service agreement with the Company as an independent non-executive Director for a term commencing from the date of the AGM which approves her appointment and ending at the conclusion of the 2023 annual general meeting to be held in 2024, which may be terminated by either the Company or Ms. Wong by giving one month's written notice or otherwise in accordance with the terms of the director's service agreement. Ms. Wong's basic annual salary will be determined with reference to her roles and responsibilities with the Group and the prevailing market conditions. Save for the said salary, Ms. Wong will not be entitled to any other emolument for holding her office as an independent non-executive Director of the Company.

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APPENDIX II DETAILS OF NEW DIRECTOR TO BE APPOINTED AND RETIRING DIRECTORS TO BE RE-ELECTED

Save as disclosed above, the Company considers that in relation to the appointment of Ms. Wong as a Director, there is no information which is discloseable nor is/was she involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraph 13.51(2) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.

Professor Lam Sing Kwong Simon

Professor Lam Sing Kwong Simon, aged 62, joined the Group in 2009. He is currently serving as a professor in management and business strategy at the faculty of Business and Economics of the University of Hong Kong, the Ian Davies Professorship in Ethics, as well as the director of the Research Centre of Asian Entrepreneurship and Business Values of the University of Hong Kong. Professor Lam is well known for his studies and research in corporate strategy, organization development and operations management, and has published a number of academic papers and case analysis on the said topics. Before joining the University of Hong Kong, Professor Lam had worked as a management consultant and as a regional manager for a bank. He has gained extensive experience in the area of corporate governance, strategy development and corporate finance. Professor Lam is also the independent non-executive director of Kwan On Holdings Limited (listed on the Main Board of the Stock Exchange, stock code: 1559.HK), and Sinomax Group Limited (listed on the Main Board of the Stock Exchange, stock code: 1418.HK). Professor Lam is also the non-executive director of Jacobson Pharma Corporation Limited (listed on the Main Board of the Stock Exchange, stock code: 2633.HK). Professor Lam is a member of the Company's audit committee, remuneration committee and nomination committee.

Save as disclosed above, Professor Lam does not hold any directorship in other public companies the securities which are listed on any securities market in Hong Kong or overseas in the last three years or any other position with the Company and other members of the Group, and save as disclosed, he does not have other major appointments and professional qualifications.

Professor Lam is interested in 1,000,000 Shares within the meaning of Part XV of the SFO. Save as disclosed above, Professor Lam does not have any relationship with any directors, senior management, substantial shareholders and controlling shareholders of the Company.

Save as disclosed above, Professor Lam does not have any relationship with any directors, senior management, substantial shareholders and controlling shareholders of the Company.

If appointed, Professor Lam will enter into a director's service agreement with the Company as an independent non-executive Director for a term commencing from the date of the AGM which approves his appointment and ending at the conclusion of the 2023 annual general meeting to be held in 2024, which may be terminated by either the Company or Professor Lam by giving one month's written notice or otherwise in accordance with the terms of the director's service agreement. Professor Lam's basic annual salary will be determined with reference to his roles and responsibilities with the Group and the prevailing market conditions. Save for the said salary, Professor Lam will not be entitled to any other emolument for holding his office as an independent non-executive Director of the Company.

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APPENDIX II DETAILS OF NEW DIRECTOR TO BE APPOINTED AND RETIRING DIRECTORS TO BE RE-ELECTED

Save as disclosed above, the Company considers that in relation to the appointment of Professor Lam as a Director, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraph 13.51(2) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.

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NOTICE OF ANNUAL GENERAL MEETING

Overseas Chinese Town (Asia) Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 03366)

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

Please refer to page 1 of the circular of the Company dated 21 April 2021 for the measures to be implemented at the Annual General Meeting by the Company against the epidemic to protect the attendees from the risk of infection of the Novel Coronavirus("COVID-19"), including:

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

Any person who does not comply with the precautionary measures may be denied entry into the Annual General 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 Annual General Meeting as an alternative to attending the Annual General Meeting in person.

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting (the "Meeting") of Overseas Chinese Town (Asia) Holdings Limited (the "Company") will be held on Friday, 21 May 2021 at 11:00 a.m. at the conference room of the Company at 3/F., Jacaranda IBC, OCT Harbour, Baishi Road, Nanshan District, Shenzhen, PRC for considering and, if thought fit, passing, with or without amendments, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. To receive and consider the audited consolidated accounts and reports of the directors and auditors of the Company and its subsidiaries for the year ended 31 December 2020.
2. To re-appoint KPMG as auditors and to authorise the board of directors (the "Board") to fix their remuneration.

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NOTICE OF ANNUAL GENERAL MEETING

1. To re-elect Mr. Zhang Dafan as an executive director of the Company and to authorise the Board to fix his remuneration.
2. To re-elect Mr. Lin Kaihua as an executive director of the Company and to authorise the Board to fix his remuneration.
3. To re-elect Ms. Wong Wai Ling as an independent non-executive director of the Company and to authorise the Board to fix her remuneration.
4. To re-elect Professor Lam Sing Kwong Simon as an independent non-executive director of the Company and to authorise the Board to fix his remuneration.
5. "THAT:
6. 1. subject to paragraph (C) of this resolution below, the exercise by the directors of the Company (the "Directors") during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which might require the exercise of such powers be and is hereby generally and unconditionally approved;
   2. the Directors be and are hereby authorised during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which might or would require the exercise of such powers (including but not limited to the power to allot, issue and deal with additional shares in the capital of the Company) during or after the end of the Relevant Period;
   3. the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraphs (A) and (B) of this resolution above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) the exercise of any options granted under the share option scheme adopted by the Company or similar arrangement for the time being adopted for the grant or issue to officers and/ or employees of the Company and/or any of its subsidiaries of shares or rights to subscribe for shares in the Company; or (iii) any scrip dividend scheme or similar arrangement providing for the allotment of shares in the Company in lieu of the whole or part of a dividend in accordance with the articles of association of the Company (the "Articles") from time to time, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue at the time of passing this resolution and the said approval shall be limited accordingly; and
   4. for the purposes of this resolution:

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NOTICE OF ANNUAL GENERAL MEETING

"Relevant Period" means the period from the time of the passing of this resolution until whichever is the earliest of:

1. the conclusion of the next annual general meeting of the Company;
2. the expiration of the period within which the next annual general meeting of the Company is required by the laws of the Cayman Islands or the Company's Articles to be held; or
3. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.

"Rights Issue" means an offer of shares open for a period fixed by the Directors to holders of shares on the register of members on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange)."

8. "THAT:

1. subject to paragraph (C) of this resolution below, the exercise by the directors of the Company (the "Directors") during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase issued shares in the capital of the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, and that the exercise by the Directors of all powers of the Company to repurchase such shares are subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange, be and is hereby, generally and unconditionally approved;
2. the approval in paragraph (A) of this resolution above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period to procure the Company to repurchase its shares at a price determined by the Directors;
3. the aggregate nominal amount of share capital of the Company repurchased or agreed conditionally or unconditionally to be repurchased by the Company pursuant to the approval in paragraph (A) of this resolution above during the Relevant Period shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the time of passing this resolution and the said approval shall be limited accordingly; and
4. for the purposes of this resolution:

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NOTICE OF ANNUAL GENERAL MEETING

"Relevant Period" means the period from the time of the passing of this resolution until whichever is the earliest of:

1. the conclusion of the next annual general meeting of the Company;
2. the expiration of the period within which the next annual general meeting of the Company is required by the laws of the Cayman Islands or the Company's articles of association to be held; or
3. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting."

9. "THAT conditional upon the passing of Resolution Nos. 7 and 8 as set out in this notice convening the Meeting of which this Resolution forms part ("this Notice"), the general mandate granted to the directors of the Company pursuant to Resolution No. 7 as set out in this Notice be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of share capital of the Company repurchased by the Company under the authority granted pursuant to Resolution No. 8 as set out in this Notice, provided that such amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this Resolution."

By Order of the Board

Overseas Chinese Town (Asia) Holdings Limited

Zhang Dafan

Chairman

Hong Kong, 21 April 2021

Notes:

1. Any member of the Company entitled to attend and vote at the 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 may appoint more than one proxy to represent him and vote on his behalf at the Meeting. A proxy need not be a member of the Company. On a poll, votes may be given either personally or by proxy.
2. 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 authorized to sign the same.
3. To be valid, the instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be delivered 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 not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.
4. No instrument appointing a proxy shall be valid after expiration of 12 months from the date named in it as the date of its execution, except at an adjourned meeting or on a poll demanded at the Meeting or any adjournment thereof in cases where the Meeting was originally held within 12 months from such date.

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NOTICE OF ANNUAL GENERAL MEETING

1. Where there are joint holders of any shares, any one of such joint holder may vote at the Meeting, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the Meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose, seniority shall be determined by the order in which the names stand in the Register of Members of the Company in respect of the joint holding.
2. Completion and delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the Meeting if the member so wish and in such event, the instrument appointing a proxy should be deemed to be revoked.
3. An explanatory statement containing the information necessary to enable the members to make an informed decision as to whether to vote for or against Ordinary Resolution No. 8 as set out in this notice is enclosed in this circular.
4. The transfer books and Register of Members of the Company will be closed from 17 May 2021 to 21 May 2021, both days inclusive. During such period, no share transfers will be effected. In order to qualify for attending the Meeting, all transfer documents, accompanied by the relevant share certificates, must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-16, 17th Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration no later than 4:30 p.m. on Friday, 14 May 2021.
5. A form of proxy for use at the Meeting is enclosed.
6. If any shareholder chooses not to attend the Meeting in person but has any question about any resolution or about the Company, or has any matter for communication with the board of directors of the Company, he/she is welcome to send such question or matter to our email at [e-mail].

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