Overseas Chinese Town Asia : DISCLOSEABLE TRANSACTION FURTHER DISPOSAL OF LISTED SECURITIES IN TONGCHENG-ELONG

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

Overseas Chinese Town (Asia) Holdings Limited 華僑城（亞洲）控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 03366)

DISCLOSEABLE TRANSACTION

FURTHER DISPOSAL OF LISTED SECURITIES IN

TONGCHENG-ELONG

THE NINTH DISPOSAL

The Board announces that City Legend further disposed on-market an aggregate of 7,228,800

Tongcheng-Elong Shares in a series of transactions between 23 February 2021 and 25 February 2021, at the average selling price of HK$18.37 per Tongcheng-Elong Share. The aggregate gross sale proceeds from the Ninth Disposal were approximately HK$133 million (equivalent to approximately RMB110 million).

LISTING RULE IMPLICATIONS

As the highest applicable percentage ratio calculated pursuant to Chapter 14 of the Listing Rules in respect of the Ninth Disposal exceeds 5% but less than 25%, the Ninth Disposal constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is subject to the reporting and announcement requirements, but is exempt from the circular and Shareholders' approval requirements, under Chapter 14 of the Listing Rules.

BACKGROUND

Reference is made to the announcements of the Company dated 28 August 2020, 11 November 2020,

• 17 November 2020, 20 November 2020, 2 December 2020, 18 December 2020, 17 February 2021 and

• 19 February 2021 in relation to the Previous Announced Disposals.

Pursuant to the Previous Announced Disposals, City Legend, a wholly-owned subsidiary of the Company, had disposed on-market of an aggregate of 51,925,600 Tongcheng-Elong Shares in a series of transactions conducted between 27 August 2020 and 19 February 2021.

THE NINTH DISPOSAL

The Board announces that City Legend further disposed on-market an aggregate of 7,228,800 Tongcheng-Elong Shares in a series of transactions between 23 February 2021 and 25 February 2021, at the average selling price of HK$18.37 per Tongcheng-Elong Share. The aggregate gross sale proceeds from the Ninth Disposal were approximately were approximately HK$133 million (equivalent to approximately RMB110 million).

As the Ninth Disposal was made on the market, the Company is not aware of the identities of the purchasers of the Tongcheng-Elong Shares. To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, each of the purchasers of the Tongcheng-Elong Shares and their ultimate beneficial owners are Independent Third Parties.

Assets disposed

The Group disposed of a total of 7,228,800 Tongcheng-Elong Shares at the average selling price of HK$18.37 per Tongcheng-Elong Share for the Ninth Disposal. Before the Ninth Disposal, the Group held a total of 54,153,880 Tongcheng-Elong Shares, representing approximately 2.48% of the issued share capital of Tongcheng-Elong (calculated based on the 2,181,721,383 Tongcheng-Elong Shares issued by Tongcheng-Elong as at 31 January 2021 according to the monthly return of Tongcheng-Elong dated 3 February 2021). Immediately after the Ninth Disposal, the Group holds 46,925,080 Tongcheng-Elong Shares, representing approximately 2.15% of the issued share capital of Tongcheng-Elong as at 31 January 2021.

Consideration

The aggregate gross sale proceeds of the Ninth Disposal were approximately HK$133 million (equivalent to approximately RMB110 million), which is receivable in cash on settlement. The consideration for the Ninth Disposal represented the market price of the Tongcheng-Elong Shares at the time of the Ninth Disposal.

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 businesses involve 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 interim report of Tongcheng-Elong for the six months ended 30 June 2020:

For the year ended 31

December

For the six months ended 30

2018	2019	June 2020
(audited)	(audited)	(unaudited)
RMB'000	RMB'000	RMB'000
Profit before tax	601,526	881,511	56,993
Profit after tax	534,539	686,522	55,128

The unaudited net assets of Tongcheng-Elong as at 30 June 2020 as disclosed in the interim report of Tongcheng-Elong for the six months ended 30 June 2020 was approximately RMB13,414,564,000.

REASONS FOR AND BENEFIT OF THE NINTH DISPOSAL

The Group estimates that based on the difference between the average acquisition price of RMB11.09 per share and the average selling price of HK$18.37 (equivalent to approximately RMB15.25) per share of the 7,228,800 Tongcheng-Elong Shares disposed of in the Ninth Disposal, there will be a total gain of approximately RMB30 million from the Ninth Disposal included in other comprehensive income. The Board intends to apply the net proceeds from the Ninth Disposal as working capital.

The Ninth Disposal was made at market price and the Board is of the view that the Ninth Disposal is conducted in the ordinary course of the Group's equity investment and fund management businesses. The Ninth Disposal is fair and reasonable and on normal commercial terms. Having considered that the Ninth Disposal can realise a portion of the Company's investments and enhance the liquidity of the Company, the Board considers that the Ninth Disposal is in the interests of the Company and the Shareholders as a whole.

FINANCIAL EFFECT OF THE NINTH DISPOSAL

The Group is expected to recognize in its consolidated statement of comprehensive income a total gain before taxation included in the other comprehensive income for the Ninth Disposal of approximately RMB19 million, which is calculated based on the difference between the gross saleproceeds of these disposals of approximately RMB110 million, and the sum of (i) the carrying amount as at 31 December 2020 of approximately RMB91 million of the 7,228,800 Tongcheng-Elong Shares, which is classified as equity investment designated at fair value through other comprehensive income and (ii) the relevant transaction costs.

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

LISTING RULES IMPLICATIONS

As the highest applicable percentage ratio calculated pursuant to Chapter 14 of the Listing Rules in respect of the Ninth Disposal exceeds 5% but less than 25%, the Ninth Disposal constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is subject to the reporting and announcement requirements, but is exempt from the circular and Shareholders' approval requirements, under Chapter 14 of the Listing Rules.

As no Director has a material interest in the Ninth Disposal, none of the Directors is required to abstain from voting on the relevant board resolutions approving the Ninth Disposal.

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

"Board"	the board of directors of the Company
"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
"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
"Directors"	the directors of the Company
"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

"Fifth Disposal"

the disposal by the Company 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 the Company 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 the Company 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

"Group"

the Company and its subsidiaries as at the date of this announcement

"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

"Listing Rules"

the Rules Governing the Listing of Securities on The Stock Exchange

"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

"PRC"

the People's Republic of China, and for the purpose of this announcement, excludes Hong Kong, the Macau Special Administrative Region of the People's Republic of China and Taiwan

"Previous Announced

Disposals"

the First Disposal, the Second Disposal, the Third Disposal, and the Fourth Disposal, the Fifth Disposal, the Sixth Disposal, the Seventh Disposal and the Eighth Disposal

"RMB"

Renminbi, the lawful currency of the PRC

"Second Disposal"

the disposal by the Company 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, details of which are set out in the Company's announcement dated 11 November 2020

"Seventh Disposal"

the disposal by the Company 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

"Shareholder(s)"

the shareholders of the Company

"Sixth Disposal"

the disposal by the Company 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 the Company of an aggregate of 5,372,800 Tongcheng-Elong Shares on-market 1in 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 per cent

By the order of the Board

Overseas Chinese Town (Asia) Holdings Limited

Zhang Dafan

Chairman

Hong Kong, 25 February 2021

Unless otherwise specified in this announcement, 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.

As at the date of this announcement, the Board comprises seven Directors, namely: Mr. Zhang Dafan, Ms. Xie Mei and Mr. Lin Kaihua as executive Directors; Mr. Wang Wenjin as non-executive Director; and Ms. Wong Wai Ling, Mr. Lam Sing Kwong Simon and Mr. Chu Wing Yiu as independent non-executive Directors.