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 advisor.
If you have sold or transferred all you 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 華僑城（亞洲）控股有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 03366)
VERY SUBSTANTIAL ACQUISITION ACQUISITION OF LAND USE RIGHTS IN HEFEI AIRPORT INTERNATIONAL TOWN
23 January 2020 CONTENTS
Pages
Definitions ...... 1
Letter from the Board ...... 4
Appendix I – Financial Information of the Group ...... I-1
Appendix II – General Information ...... II-1
–i– DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meanings:
“Board” the board of directors of the Company
“Business Day(s)” a day on which licensed banks in the PRC are open for business
“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
“Confirmation Letter” the auction confirmation letter (成交確認書) entered into between Hefei OCT Industry and the Hefei Natural Resources and Planning Bureau on 13 December 2019 as a result of successfully winning the bid for the auction
“connected person(s)” has the meaning ascribed to it under the Listing Rules
“Consideration” the consideration for the acquisition of the land use rights of the Land
“controlling shareholder” has the meaning ascribed to it under the Listing Rules
“Directors” the directors of the Company
“Group” the Company and its subsidiaries as at the Latest Practicable Date
“Hefei Airport International Hefei Airport International Town (合肥空港國際小鎮) Town” located in Hefei Airport Economic Demonstration Zone in the PRC
“Hefei Natural Resources and Hefei Municipal Natural Resources and Planning Bureau Planning Bureau” (合肥市自然資源和規劃局)
“Hefei OCT Industry” 合肥華僑城實業發展有限公司 (Hefei OCT Industry Development Co., Ltd.), a company established in the PRC which is held by OCT Ganghua and Huaxing Investment as to 51% and 49%, respectively
–1– DEFINITIONS
“HK$” the 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
“Huaxing Investment” 合肥華興空港投資有限公司 (Hefei Huaxing Konggang Investment Co., Ltd.), a company established in the PRC
“Independent Third Parties” an independent third party not connected with the Company and its subsidiaries, their respective directors, chief executives and substantial shareholders and any of their associates within the meaning of the Listing Rules
“Joint Venture Agreement” the joint venture agreement dated 20 June 2019 and entered into between OCT Ganghua and Huaxing Investment in relation to the establishment of Hefei OCT Industry
“JV Partner(s)” OCT Ganghua and Huaxing Investment
“Land” five (5) parcels of land, located in the first phase of Hefei Airport International Town, with a total site area of approximately 1,042 mu
“Land Acquisition” the acquisition of land use rights of the Land through public bidding process at the auction
“Land Use Rights Grant State-owned Land Use Rights Grant Contracts (國有土地 Contracts” 使用權出讓合同) entered into pursuant to the Confirmation Letter on 27 December 2019
“Latest Practicable Date” 20 January 2020, 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
“OCT Ganghua” 深圳華僑城港華投資控股有限公司 (Shenzhen OCT Ganghua Investment Holdings Co., Ltd.), a company established in the PRC and a wholly-owned subsidiary of the Company
–2– DEFINITIONS
“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 Company Limited (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
“Pacific Climax” Pacific Climax Limited, a company incorporated in the British Virgin Islands with limited liability, is a Controlling Shareholder and is wholly-owned by OCT (HK)
“PRC” the People’s Republic of China, and for the purpose of this circular, excludes Hong Kong, the Macau Special Administrative Region of the People’s Republic of China and Taiwan
“PRC Governmental Body” has the meaning ascribed to it under the Listing Rules
“Project” the entire project in respect of the development of Hefei Airport International Town
“RMB” Renminbi, the lawful currency of the PRC
“Share(s)” the share(s) of the Company
“Shareholder(s)” the shareholders of the Company
“Stock Exchange” The Stock Exchange of Hong Kong Limited
“Transactions” the Land Acquisition and the transactions contemplated under the Joint Venture Agreement
“%” per cent
In this circular, the English names of the PRC entities or enterprises are translations of their Chinese names. In the event of any inconsistency, the Chinese names shall prevail.
–3– LETTER FROM THE BOARD
Overseas Chinese Town (Asia) Holdings Limited 華僑城（亞洲）控股有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 03366)
Executive Directors: Registered Office: Mr. He Haibin (Chairman) Clifton House Ms. Xie Mei (Chief Executive Officer) 75 Fort Street Mr. Lin Kaihua PO Box 1350 GT George Town Non-executive Director: Grand Cayman Mr. Zhang Jing Cayman Islands
Independent Non-executive Directors: Head office and principal place of Ms. Wong Wai Ling business in Hong Kong: Professor Lam Sing Kwong Simon 59/F., Bank of China Tower Mr. Chu Wing Yiu 1 Garden Road Hong Kong
23 January 2020
To the Shareholders
Dear Sir or Madam,
VERY SUBSTANTIAL ACQUISITION ACQUISITION OF LAND USE RIGHTS IN HEFEI AIRPORT INTERNATIONAL TOWN
INTRODUCTION
Reference is made to the announcement of the Company dated 13 December 2019 in relation to a very substantial acquisition regarding the acquisition of land use rights in Hefei Airport International Town.
The purpose of this circular is, among other things, (i) to provide you with further details of the very substanti