Overseas Chinese Town Asia : POSSIBLE VERY SUBSTANTIAL DISPOSAL IN RELATION TO POSSIBLE 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)

POSSIBLE VERY SUBSTANTIAL DISPOSAL

IN RELATION TO POSSIBLE FURTHER DISPOSAL OF

LISTED SECURITIES IN TONGCHENG-ELONG

The Board announces that it 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.

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.

A circular containing further details of the Disposals and other information as required under the Listing Rules, is expected to be despatched to the Shareholders on or before 23 March 2021.

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 and 25 February 2021 in relation to the Previous Disposals.

Pursuant to the Previous Disposals, City Legend, a wholly-owned subsidiary of the Company, had disposed on-market of an aggregate of 59,154,400 Tongcheng-Elong Shares in a series of transactions conducted between 27 August 2020 and 25 February 2021. As at the date of this announcement, the Group holds 46,925,080 Tongcheng-Elong Shares.

THE POSSIBLE DISPOSAL

The Board announces that it 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.

Terms and conditions of the Disposal Mandate

As at the date of this announcement, 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:

• 1. the Group will dispose of up to 46,925,080 Tongcheng-Elong Shares on-market in one or a series of transactions;

• 2. 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

• 3. 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 per share, any disposal of the Tongcheng-Elong Shares at 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:

• (i) the Group will realise a gain as the Minimum Disposal Price (HK$14) is higher than the Cost of Acquisition (approximately HK$13.36) of each Tongcheng-Elong Share;

• (ii) the Group will recognize a loss in the other comprehensive income as the Minimum Disposal Price (HK$14) is lower than the carrying value (HK$15) 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 announcement below. The financial 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 announcement 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

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 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.

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 six

RMB'000

Profit before tax Profit after tax

For the year ended	months
31 December	ended 30
2018	June 2020
(unaudited)
RMB'000
56,993
55,128

2019 (audited)

(audited)

RMB'000

601,526 881,511

534,539 686,522

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 POSSIBLE DISPOSAL AND THE DISPOSAL MANDATE

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 ofthe 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.

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.

The EGM will be convened and held for the Shareholders to consider and, if thought fit, approve 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.

A circular containing further details of the Possible Disposal and other information as required under the Listing Rules, is expected to be despatched to the Shareholders on or before 23 March 2021.

Whether the Group decides to proceed with the Possible Disposal or not, or to what extent, will depend on a number of factors, including without limitation, prevailing market sentiments and market conditions at the proposed time of executing the Possible Disposal. While the Group currently intendsto proceed with the Possible Disposal, there is no assurance that the Group will eventually proceed with any part of the Possible Disposal. The Shareholders and other public investors of the Company are therefore advised to exercise extreme caution when dealing in the Shares.

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

"Cost of Acquisition"

the average acquisition price of RMB11.09 (equivalent to approximately HK$13.36) for each Tongcheng-Elong Share paid by the Group in 2018

"Directors"

the directors 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 announcement

"EGM"

the extraordinary general meeting of the Company to be convened to approve, among others, the Disposal Mandate 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

"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

"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

"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 HK$14 (equivalent to approximately RMB11.62) for each Tongcheng-Elong Share pursuant to the Disposal Mandate

"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

"Possible Disposal"

the possible disposal of the Tongcheng-Elong Shares by City Legend pursuant to the Disposal Mandate

"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 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

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

"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

"Shareholder(s)"

the shareholders 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 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, 11 March 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.