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30 January 2013 Oriental City Group plc ("Oriental" or the "Company") Proposed Placing and Open Offer, otice of General Meeting

Oriental City Group plc (ISDX:OCGP) is pleased to announce that a circular (the"Document") in connection with a proposed placing and open offer of 31,837,755new ordinary shares at 1 penny per share, the approval of the waiver ofobligations under Rule 9 of the Takeover Code and notice of a general meetinghas been posted to Shareholders today.

Details of the transaction as extracted from the Letter from the Chairman ofOriental City Group plc contained within the Document are set out below. Unlessotherwise defined herein, defined terms, including terms of a technical nature,used in this announcement have the meaning given to them at the end of thisannouncement.

1. Introduction

Oriental is proposing, subject to the approval of Shareholders, to raise GBP318,377.55 (approximately GBP 228,000 net of expenses) by way of a Placing andOpen Offer of 31,837,755 New Ordinary Shares at a price of 1 penny per OfferShare. All of the Placing Shares have been conditionally placed with thePlacees, subject to the rights of Qualifying Shareholders to apply to subscribefor New Ordinary Shares under the Open Offer.

Qualifying Shareholders may participate in the Open Offer at the Offer Price onthe basis of 5 Offer Shares for every 1 Existing Ordinary Share.

The Placees together hold 1,511,444 Existing Ordinary Shares (Ms Yuk HungShirley Chu - 877,500 Existing Ordinary Shares (13.78 per cent) and Mr NgaMing Vincent Cheng - 633,944 Existing Ordinary Shares (9.96 per cent)),representing, in aggregate, 23.74 per cent of the Existing Ordinary Shares.The Placees have undertaken to subscribe for, in aggregate, 7,557,220 OfferShares pursuant to their combined Open Offer Entitlements and have alsoconditionally agreed each to subscribe for 50 per cent of (i) any New OrdinaryShares not applied for by Qualifying Shareholders under the Open Offer and (ii)any New Ordinary Shares for which Overseas Shareholders would have beenentitled to apply if they were considered Qualifying Shareholders.

Depending on the level of applications under the Open Offer by QualifyingShareholders, each Placee's interest in the Company may, on completion of thePlacing and Open Offer, exceed 30 per cent of the Enlarged Ordinary ShareCapital, requiring the approval of Independent Shareholders of a waiver fromthe obligations of Rule 9 of the Takeover Code that would otherwise require thePlacees (together as well as individually) to make a general offer to theholders of all of the Ordinary Shares.

The purpose of the Document is to set out the background to, and reasons for,the Proposals and to seek your approval of them. The recommendation of theDirectors is set out in paragraph 15 of Part 1 of the Document.

2. Potential dilution of shareholdings of Shareholders

On completion of the Placing and Open Offer the issued ordinary share capitalof the Company will be increased by 500 per cent, resulting in an immediatedilution of 83.33 per cent in aggregate for holders of Existing OrdinaryShares, save to the extent that they subscribe for their Open OfferEntitlement.

The Placees' (Ms Yuk Hung Shirley Chu and Mr Nga Ming Vincent Cheng) maximumholdings in the Company subsequent to the Proposals will be:

(i) individually, 17,405,267 Ordinary Shares and 15,943,932 Ordinary Shares,

respectively, representing an individual shareholding of 45.56 per cent and

41.73 per cent of the Enlarged Ordinary Share Capital, respectively; and

(ii) in aggregate, 33,349,199 Ordinary Shares, representing a shareholding of

87.29 per cent of the Enlarged Ordinary Share Capital.

3. Reasons for the Fundraising and use of proceeds

Reasons for the Fundraising

The proposed Fundraising is to provide the Company with additional workingcapital and to strengthen its balance sheet.

As at 31 March 2012, being the balance sheet date of the last audited financialstatements, the total net assets of the Group on a consolidated basis wereapproximately GBP 2 million with nearly all of these assets beingheld-to-maturity investments, the majority of which will only be repaid after2014. In addition and as at the date of the Document, the aggregate currentbank balance of the Group's accounts is approximately GBP 322,000. The Companywould like to raise further funds to finance the Group's expansion andoperation.

The Placees have conditionally offered to provide the Company with additionalfunding via the Placing, whilst allowing other Shareholders to participate inthe Fundraising through the Open Offer. In light of current market conditionsand the limited alternative financing options available to the Group (as wellas there being few institutional investors amongst the Shareholders), theDirectors believe that the Placing is in the best interests of the Shareholdersas a whole. Subject to Shareholder approval, the Placing will provide theCompany with certainty of funding on acceptable terms, particularly as thePlacees will not be receiving any fees or commissions in respect of thePlacing.

However, the Placees are not willing to provide funds via the Placing if, as aconsequence of the Placing, they would be required to make an offer for theOrdinary Shares that they do not own. The Directors therefore believe that itis in the best interests of the Independent Shareholders that the Wavier beapproved.

Use of proceeds

The net proceeds of the Placing will be used by the Group to fund futureinvestment opportunities in financial instruments such as bonds, options,shares and other securities which are similar to the current investments heldwith the aim of establishing a stable income for the Group. If suitableinvestment opportunities are not identified, the monies raised will be appliedtowards the general working capital of the Group. As at the date of theDocument, the Company does not have any specific investment plans nor has itidentified any specific investment opportunities or targets. However, it is inthe process of considering the financial performance of various potentialinvestment opportunities.

4. Details of the Placing and Open Offer

The Company is raising GBP 318,377.55 (before expenses) by the issue of31,837,755 New Ordinary Shares. Qualifying Shareholders may participate in theOpen Offer at the Offer Price, payable in full on application.

Pursuant to the Placing Letters, all of the Placing Shares have beenconditionally placed with the Placees - who have each agreed to subscribe for50 per cent. of (i) any New Ordinary Shares not applied for by QualifyingShareholders under the Open Offer - subject to the rights of QualifyingShareholders under the Open Offer - and (ii) any New Ordinary Shares for whichOverseas Shareholders would have been entitled to apply if they were consideredQualifying Shareholders.

Each Qualifying Shareholder may apply for any number of Offer Shares under theOpen Offer up to a maximum of its/his/her pro rata entitlement, calculated onthe following basis:

5 Offer Shares for every 1 Existing Ordinary Share

and so on in proportion for any greater number of Existing Ordinary Shares heldon the Record Date.

The OfferShares must be paid for in full on application. The latest time anddate for receipt of completed Application Forms and payment in respect of theOpen Offer is 11 a.m. (UK time) on 13 February 2013 (being 7 p.m. Hong Kongtime on 13 February 2013).

The Open Offer is not being made to Overseas Shareholders, as outlined in PartII of the Document. Offer Shares for which Overseas Shareholders would havebeen entitled to apply if they were considered Qualifying Shareholders havebeen conditionally placed with the Placees under the Placing.

Qualifying Shareholders should note that the Open Offer is not a rights issueand therefore the Offer Shares which are not applied for by QualifyingShareholders will not be sold in the market for the benefit of the QualifyingShareholders who do not apply. The Application Form is not a document of titleand cannot be traded.

The Offer Shares will be issued credited as fully paid and free of all liens,charges and encumbrances and will, when issued, rank pari passu in all respectswith the Existing Ordinary Shares, including the right to receive all dividendsand other distributions declared, made or paid after the date of their issue.

The Offer Price represents a discount of 0.25 pence (or approximately 20 percent) to the market price for Ordinary Shares of 1.25 pence on 28 January2013, the latest practicable date before publication of the Document.

For Qualifying Shareholders wishing to apply to subscribe for some or all oftheir Open Offer Entitlements, completed Application Forms, accompanied by fullpayment in Pounds Sterling, should be returned by post or by hand (duringnormal business hours only) to Computershare Investor Services PLC, CorporateActions Projects, The Pavilions, Bridgwater Road, Bristol BS99 6AH, so as toarrive as soon as possible and in any event no later than 11a.m. (UK time) on13 February 2013 (being 7 p.m. Hong Kong time on 13 February 2013).

The Placing and Open Offer are conditional on each of the Placing Lettersbecoming or being declared unconditional in all respects and not beingterminated in accordance with its terms before 8 a.m. on 19 February 2013 (orsuch later time and/or date, being not later than 8 a.m. on 26 February 2013,as the Company may decide). Details of the Placing Letters are set out inparagraph 13 of Part V of the Document.

The Placing and Open Offer are also conditional on the Waiver Resolution beingpassed by the Independent Shareholders and on the other Resolutions beingpassed by the Shareholders at the General Meeting, notice of which can be foundat the end of the Document.

Further information on the Open Offer, including its terms and conditions andthe detailed procedure for application and payment, is set out in Part II ofthe Document.

5. Information on Oriental

The Company was incorporated in England and Wales on 7 June 2006 and wasadmitted to trading on the ISDX Growth Market (previously the PLUS-quotedmarket) in March 2007.

Following the disposal of the subsidiaries mentioned below, the Group's mainbusiness is holding investments in certain financial assets andheld-to-maturity debt securities.

The Company, through its subsidiaries, was previously engaged in the paymentcard business in the People's Republic of China as well as non-payment cardbusiness in Hong Kong. Its principal activities were jointly marketinglifestyle co-branded card partnership business with banks in Hong Kong and inthe People's Republic of China, and the operation of China Unionpay cardacceptance business in Thailand. Such businesses were conducted through aformer subsidiary, Oriental City Group Holdings Limited, a company listed onthe Growth Enterprise Market of the Stock Exchange of Hong Kong Limited, andanother subsidiary in Hong Kong, Oriental City Group Limited. The Group,through its subsidiaries, was once the leading partner for the card acceptancebusiness of China Unionpay in Thailand.

The Group disposed of Oriental City Group Holdings Limited and Oriental CityGroup Hong Kong Limited (together with their respective subsidiaries) inJanuary 2011 and October 2011 respectively. Further details are set out inparagraph 13 of Part V of the Document.

6. Current trading and prospects

The Group recorded an accounting profit during the financial years ended 31March 2011 and 31 March 2012 respectively. However, the Directors are mindfulthat this was a result of exceptional items. Excluding the de-recognition ofother loans written back and the gain on the disposal of the Company's previoussubsidiaries, the loss before taxation for the year ended 31 March 2012amounted to approximately GBP 92,000.

The Directors are therefore looking for new investments to broaden the Group'srevenue base, enhance the profitability of the Group and therefore increaseshareholders' value.

7. Details of the Concert Party

7.1 The Concert Party members are Ms Yuk Hung Shirley Chu and Mr Nga Ming Vincent Cheng, who are both existing shareholders in the Company. Details of the Concert Party, together with their contact details, are set out below: Ms Yuk Hung Shirley Chu As at the date of the Document, Ms Chu is the largest shareholder of the Company holding 13.78 per cent. of the existing issued share capital. She is a professional investor with years of experience. Ms Chu obtained her bachelor degree in the United States of America with a major in hotel management. She has more than 10 years of experience in the natural stone manufacturing industry and is currently one of the directors of one of the largest natural stone manufacturers in the East Asia. She is also a private investor with extensive experience in investment. Mr Nga Ming Vincent Cheng Mr Cheng graduated from California State University, Sacramento, with a major in finance. He is a private investor with experience in investment management and securities analysis and has 15 years of experience in investment with hedge fund groups responsible for investment portfolios with a primary focus in Asia. He is currently the chairman and executive director of Oriental City Group Holdings Limited, a company listed on the Growth Enterprise Market of the Stock Exchange of Hong Kong Limited. 7.2 The Concert Party members can be contacted at Room 2602, Golden Centre, 188 Des Voeux Road Central, Hong Kong. 7.3 The Concert Party has confirmed that, following completion of the Placing and Open Offer, it has no intention of changing the Group's strategy or business or the employment rights of the employees of the Group or changing the location of its place of business or redeploying any of the Group's fixed assets and it intends to maintain the Company's existing trading facility on the ISDX Growth Market. 7.4 The Concert Party members are deemed to be acting in concert for the purposes of the Takeover Code. 7.5 The Concert Party will finance the cash to be injected into the Company from their own personal finances.

8. Interests of the Concert Party in Ordinary Shares

As at the date of the Document, the members of the Concert Party:

(i) individually have an interest in 877,500 Ordinary Shares and 633,944

Ordinary Shares, respectively, representing 13.78 per cent and 9.96 per cent

of the Company's Existing Ordinary Shares, respectively; and

(ii) in aggregate have an interest in 1,511,444 Ordinary Shares, representing

23.74 per cent of the Company's Existing Ordinary Shares.

The maximum holding in the Company of the members of the Concert Party

subsequent to the Proposals will be:

(i) individually, 17,405,267 Ordinary Shares and 15,943,932 Ordinary Shares,

respectively, representing an individual shareholding of 45.56 per cent and

41.73 per cent of the Enlarged Ordinary Share Capital, respectively; and

(ii) in aggregate, 33,349,199 Ordinary Shares, representing a shareholding of

87.29 per cent of the Enlarged Ordinary Share Capital.

The minimum holding in the Company of the members of the Concert Party

subsequent to the Proposals - based (i) on the Placees taking up their own Open

Offer Entitlements in full and (ii) also each subscribing for 50 per cent of

those New Ordinary Shares which certain Shareholders who fall within the

category of "Overseas Shareholders" are not able to subscribe for - will be:

(i) individually, 5,316,620 Ordinary Shares and 3,855,284 Ordinary Shares,

respectively, representing an individual shareholding of 13.92 per cent and

10.10 per cent of the Enlarged Ordinary Share Capital, respectively; and

(ii) in aggregate, 9,171,904 Ordinary Shares, representing a shareholding of

24.02 per cent of the Enlarged Ordinary Share Capital.

Further details of the interests of each member of the Concert Party in the

Ordinary Shares of the Company are set out below.

No member of the Concert Party has purchased Ordinary Shares in the 12 months

preceding the date of the Document.

In relation to Ms Yuk Hung Shirley Chu, one member of the Concert Party:

Number of Percentage of Aggregate Percentage of Ordinary Existing number of Enlarged Issued Shares Ordinary Share Ordinary Share Capital Capital Shares held by held by Ms Yuk (approximately) Ms Yuk Hung Hung Shirley Shirley Chu Chu after (approximately) completion of the Placing and Open Offer Existing Ordinary 877,500 13.78 - -Shares Open Offer 4,387,500 - 5,316,620* 13.92*Entitlement (equivalent to minimum number of New Ordinary Shares to be issued to Ms Yuk Hung Shirley Chu under the Placing and Open Offer) Maximum number of 16,527,767 - 17,405,267 45.56New Ordinary Shares to be issued to Ms Yuk Hung Shirley Chu under the Placing and Open Offer

* including 50 per cent of those New Ordinary Shares which certain Shareholders

who fall within the category of "Overseas Shareholders" are not able to

subscribe for.

In relation to Mr Nga Ming Vincent Cheng, who is the other member of theConcert Party: Number of Percentage of Aggregate Percentage of Ordinary Existing number of Enlarged Issued Shares Ordinary Share Ordinary Share Capital Capital Shares held by held by Mr Nga (approximately) Mr Nga Ming Ming Vincent Vincent Cheng Cheng after (approximately) completion of the Placing and Open Offer Existing Ordinary 633,944 9.96 - -Shares Open Offer 3,169,720 - 3,855,284* 10.10*Entitlement (equivalent to minimum number of New Ordinary Shares to be issued to Mr Nga Ming Vincent Cheng under the Placing and Open Offer) Maximum number of 15,309,988 - 15,943,932 41.73New Ordinary Shares to be issued to Mr Nga Ming Vincent Cheng under the Placing and Open Offer

* including 50 per cent of those New Ordinary Shares which certain Shareholders

who fall within the category of "Overseas Shareholders" are not able to

subscribe for.9. The Takeover Code Rule 9 of the Takeover Code

The Waiver Resolution to be proposed at the General Meeting, which will betaken on a poll of Independent Shareholders, deals with the grant to theConcert Party by the Panel of a conditional waiver of Rule 9 of the TakeoverCode, relating to the Placing and Open Offer.

Under Rule 9 of the Takeover Code, when any person acquires, whether by aseries of transactions over a period of time or not, an interest in shareswhich (taken together with shares in which he and persons acting in concertwith him are interested) carry 30 per cent or more of the voting rights of acompany then, subject to the Takeover Code, that person is normally required tomake a general offer to all of the company's shareholders to acquire theremaining shares in that company not held by him.

Similarly, when any person, together with persons acting in concert with him,is interested in shares which in aggregate carry not less than 30 per cent ofthe voting rights of a company, but does not hold shares carrying more than 50per cent of the voting rights of the company, a general offer is required ifany further interest in shares is acquired by any such person, or personsacting in concert with him.

For the purposes of sections 7 and 9 of Part 1 of the Document:

"interest in shares" broadly means that a person owns the shares, has a right

(whether conditional or absolute) to exercise or direct the exercise of voting rights attaching to the shares or has general control of them, has a right to purchase them or deliver them; and

"acting in concert" broadly means persons who, pursuant to an agreement or

understanding (whether formal or informal), cooperate to obtain or consolidate control of a company.

An offer under Rule 9 must be in cash and at the highest price paid by theperson required to make the offer, or any person acting in concert with him,for any interest in shares acquired during the 12 months prior to theannouncement of the offer.

Effect of the implementation of the Proposals

Depending on the extent that Qualifying Shareholders apply for Offer Shares andfollowing the Proposals:

(i) the members of the Concert Party may individually hold less than 30 per

cent each of the Company's voting share capital and either: (a) jointly hold less than 30 per cent of the Company's voting share capital; or (b) jointly hold more than 30 per cent of the Company's voting share capital (but less than 50 per cent. of the Company's voting share capital); or (c) jointly hold more than 50 per cent of the Company's voting share capital; or

(ii) Ms Yuk Hung Shirley Chu (a member of the Concert Party) may hold more than

30 per cent of the Company's voting share capital and Mr Nga Ming Vincent Cheng (the other member of the Concert Party) may hold less than 30 per cent of the Company's voting share capital, but jointly they may hold more than 50 per cent of the Company's voting share capital; or

(iii) the members of the Concert Party may individually hold more than 30 per

cent each of the Company's voting share capital (but less than 50 per cent of

the voting share capital) and jointly hold more than 50 per cent. of the

Company's voting share capital.

No member of the Concert Party will, following the Proposals, individually holdshares carrying in excess of 50 per cent of total voting rights.

Following the Proposals, the Concert Party may jointly hold more than 50 percent of the Company's voting share capital and (for so long as they continueto be treated as acting in concert) may accordingly be able to increase theiraggregate interests in shares without incurring an obligation under Rule 9 ofthe Takeover Code to make a general offer, although individual members of theConcert Party will not be able to increase their interests in Ordinary Sharesthrough a Rule 9 threshold without Panel consent.

The Waiver

The Panel has agreed, subject to the passing of the Waiver Resolution at theGeneral Meeting on a poll by Independent Shareholders, to waive the obligationof the Concert Party and/or each member of the Concert Party to make a generaloffer to Shareholders under Rule 9 of the Takeover Code that would otherwisearise as a result of the implementation of the Proposals.

The Waiver will be invalid if any member of the Concert Party purchasesOrdinary Shares in the period between the date of the Document and the GeneralMeeting. Each member of the Concert Party has, under the IrrevocableUndertakings, undertaken that he/she will not make any such purchase. Themembers of the Concert Party have also both undertaken not to vote on theWaiver Resolution at the General Meeting.

The Directors believe that, for the reasons specified in paragraph 3 of thisletter, the Waiver is necessary in order to secure the Fundraising as themembers of the Concert Party are not prepared to make an offer to the holdersof all of the Ordinary Shares and are only prepared to provide funds via thePlacing and the Open Offer if the Waiver is granted and the Waiver Resolutionpassed. The Placing Letters contain conditions to this effect.

10. General Meeting

You will find set out at the end of the Document the Notice of General Meeting,convening a general meeting of the Company to be held at Floor 26, CiticorpCentre, 18 Whitfield Road, Causeway Bay, Hong Kong at 5 p.m. (Hong Kong time)on 18 February 2013.

At the General Meeting, the two ordinary resolutions will, if passed, (i)approve the Waiver of Rule 9 of the Takeover Code and (ii) grant authority tothe directors to allot relevant securities for the purposes of the Fundraisingand otherwise up to an aggregate nominal amount of GBP 127,351 and the specialresolution will, if passed, disapply the pre-emption rights conferred by theAct in connection with the Fundraising and otherwise up to an aggregate nominalamount of GBP 127,351.

To be passed, Resolutions 1 and 2 require a majority of not less than 50 percent and Resolution 3 requires a majority of not less than 75 per cent of theShareholders voting (in person or by proxy) in favour.

The Waiver Resolution, in compliance with the Takeover Code, will be taken on apoll of Independent Shareholders (present in person or by proxy) voting at theGeneral Meeting.

Although the Placees are excluded from voting on the Waiver Resolution incompliance with the Takeover Code, they will be entitled to vote on Resolutions2 and 3 and have each irrevocably undertaken to the Company that they will votein favour of them in respect of their individual holdings of Existing OrdinaryShares, representing in aggregate approximately 23.74 per cent of the ExistingOrdinary Shares.

11. Risk Factors

Shareholders should consider fully the risk factors associated with the Placingand Open Offer. Your attention is drawn to the risk factors set out in Part IIIof the Document.

12. Action to be taken in respect of the General Meeting

You will find enclosed with the Document a Form of Proxy for use at the GeneralMeeting and you are requested to complete and return the Form of Proxy, whetheror not you intend to be present at the General Meeting.

To be valid, the enclosed Form of Proxy should be completed and returned assoon as possible and, in any event, so as to reach Computershare InvestorServices PLC, Corporate Actions Projects, The Pavilions, Bridgwater Road,Bristol BS99 6AH, no later than 9 a.m. (UK time) on 14 February 2013 (being 5p.m. Hong Kong time on 14 February 2013).

The completion and return of a Form of Proxy will not preclude you fromattending the General Meeting and voting in person if you so wish.

13. Action to be taken in respect of the Open Offer

For details of the action to be taken in relation to the Open Offer, pleaserefer to paragraph 3 of Part II of the Document.

The last time for applications and accompanying payment under the Open Offer tobe received is 11 a.m. (UK time) on 13 February 2013 (being 7 p.m. Hong Kongtime on 13 February 2013).

If you are in any doubt about the contents of the Document or about what actionyou should take, you are recommended immediately to seek your own independentfinancial advice from your stockbroker, bank manager, solicitor, accountant orother independent financial adviser authorised under FSMA.

14. Further Information

Your attention is drawn to the further information set out in Parts Il to V ofthe Document.

15. Recommendation

The Directors, who have been so advised by Alfred Henry, consider the Waiver tobe fair and reasonable and in the best interests of the Company and theIndependent Shareholders as a whole. In providing advice to the Directors,Alfred Henry has taken into account the commercial assessments of theDirectors. Accordingly, the Directors recommend that you vote in favour of theWaiver Resolution to be proposed at the General Meeting, as well as in favourof Resolutions 2 and 3 to be proposed at the General Meeting.

Although the Placees are excluded from voting on the Waiver Resolution incompliance with the Takeover Code, they will be entitled to vote on Resolutions2 and 3 and have irrevocably undertaken to the Company that they will vote infavour of both Resolutions in respect of their aggregate beneficial holdings ofExisting Ordinary Shares representing approximately 23.74 per cent. of theExisting Ordinary Shares.

Expected Timetable for the Open Offer

(All UK time)

Record Date (close of business on) 23 January 2013Ex-entitlement date for the Open Offer 30 January 2013

Last time and date for splitting of Application Forms(to satisfy bona fide market claims only)

3 p.m.on 8 February 2013

Latest time and date for receipt of completed ApplicationForms and payment in full under the Open Offer 11 a.m. on 14 February 2013

Admission and commencement of dealings in New OrdinaryShares 8 a.m. on 19 February 2013Definitions"Act" the Companies Act 2006, as amended; "Admission" admission of the New Ordinary Shares to trading on the ISDX Growth Market becoming effective in accordance with the ISDX Rules; "Alfred Henry" Alfred Henry Corporate Finance Limited, the Company's ISDX Growth Market corporate adviser; "Application Form" the application form on which Qualifying Shareholders may apply for Offer Shares under the Open Offer; "Company" or "Oriental" Oriental City Group plc, a company incorporated and registered in England and Wales with registered number 05839657; "Concert Party" includes Ms Yuk Hung Shirley Chu and Mr Nga Ming Vincent Cheng; "Directors" the directors of the Company as at the date of the Document, whose names appear on page 4 of the Document; "Enlarged Ordinary Share the issued ordinary share capital of the Company Capital" immediately following Admission, comprising the Existing Ordinary Shares and the New Ordinary Shares; "Existing Ordinary Shares" the 6,367,551 Ordinary Shares in issue at the date of the Document; "Form of Proxy" the form of proxy sent to Shareholders with the Document for use in connection with the General Meeting; "FSMA" the Financial Services and Markets Act 2000, as amended; "Fundraising" the fundraising by the Company by way of the Placing and Open Offer; "General Meeting" the general meeting of the Company, to be held at Floor 26, Citicorp Centre, 18 Whitfield Road, Causeway Bay, Hong Kong at 5 p.m. (Hong Kong time) on 18 February 2013, notice of which is set out at the end of the Document; "Group" the Company and its subsidiaries as at the date of the Document; "Hong Kong" the Hong Kong Special Administrative Region of the People's Republic of China; "Independent Shareholders" the Shareholders other than the Placees; "Irrevocable Undertakings" the irrevocable undertakings given by each of the Placees to apply to subscribe for all of his or her Open Offer Entitlement, further details of which are set out in paragraphs 13.3 and 13.4 of Part V of the Document; "ISDX" ICAP Securities & Derivatives Exchange Limited, a recognised investment exchange under section 290 of FSMA; "ISDX Growth Market" the primary market of unlisted securities operated by ISDX; "ISDX Rules" the "ISDX Growth Market - Rules for Issuers", which set out the admission and disclosure standards for companies on the ISDX Growth Market; "New Ordinary Shares" the new Ordinary Shares to be issued by the Company under the Placing and Open Offer; "Notice of General Meeting" the notice convening the General Meeting contained at the end of the Document; "Offer Price" 1 penny per New Ordinary Share; "Offer Shares" up to 31,837,755 New Ordinary Shares being made available to Qualifying Shareholders under the Open Offer (being all the New Ordinary Shares other than those New Ordinary Shares for which Overseas Shareholders would have been entitled to apply if they were considered Qualifying Shareholders); "Open Offer" the conditional offer to Qualifying Shareholders, constituting an invitation to apply to subscribe for Offer Shares on the terms and subject to the conditions set out in the Document and in the Application Form; "Open Offer Entitlement" the pro-rata entitlement of a Qualifying Shareholder to apply to subscribe for Offer Shares in proportion to the number of Existing Ordinary Shares held by him on the Record Date; "Ordinary Shares" ordinary shares of 1 penny each in the capital of the Company; "Overseas Shareholder" a Shareholder with a registered address outside the United Kingdom, the Republic of Ireland or Hong Kong; "Panel" the UK Panel on Takeovers and Mergers; "Placees" together Ms Yuk Hung Shirley Chu and Mr Nga Ming Vincent Cheng; "Placing" the conditional placing of the Placing Shares with the Placees under the Placing Letters; "Placing Letters" the conditional letters dated 28 January 2013, further details of which are set out in paragraphs 13.1 and 13.2 of Part V of the Document; "Placing Shares" the New Ordinary Shares conditionally placed with the Placees (being all the New Ordinary Shares, other than each of the Placee's Open Offer Entitlement); "Proposals" the Placing, the Open Offer and the Waiver; "Qualifying Shareholders" holders of Ordinary Shares on the register of members of the Company at the Record Date (but excluding any Overseas Shareholder); "Record Date" the close of business in London on 23 January 2013 in respect of the entitlements of Qualifying Shareholders under the Open Offer; "Resolutions" the resolutions set out in the Notice of General Meeting; "Rule 9 threshold" the threshold for triggering a mandatory bid obligation under Rule 9.1 of the Takeover Code; "Shareholders" holders of Ordinary Shares; "Takeover Code" the City Code on Takeovers and Mergers, published by the Panel; "United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland; "Waiver" the waiver by the Panel of Rule 9 of the Takeover Code as described in Part I of the Document; "Waiver Resolution" the resolution contained in the Notice of General Meeting approving the Waiver for the purposes of Rule 9 of the Takeover Code; and "GBP ", "penny" or "pence" the lawful currency for the time being of the UK.

The Directors of Oriental City Group plc accept responsibility of thisannouncement.

For further information, please contact:

Oriental City Group plcMak Yat Tang, AnthonyTel: + 852 2546 8385Email: anthony.ocguk@gmail.comAlfred Henry Corporate Finance LimitedJon IsaacsTel: + 44 (0) 207 251 3762Email: jisaacs@jeffreyshenry.comwww.alfredhenry.com

Alfred Henry Corporate Finance Limited is the ISDX Growth Market Corporate Adviserto the Company.