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Oriental City Group PLC (OCGP)

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Tuesday 08 January, 2008

Oriental City Group PLC

Notice of EGM


Date: 8 January 2008

                            Oriental City Group PLC                            

                                (the "Company")                                

Notice is hereby given that the Extraordinary General Meeting of the Company
will be held at 22/F, Two Chinachem Plaza, 68 Connaught Road Central, Hong
Kong on 23 January 2008 at 11:00 am to allow for the following resolutions to
be passed as ordinary resolutions in respect of the proposed re-organisation of
the Company and its subsidiaries for the purpose of the proposed GEM Listing
(as defined below) (the "Reorganisation").

                             Ordinary Resolutions:                             

 1. To approve, conditional upon the approval of The Stock Exchange of Hong
    Kong Limited (the "Stock Exchange") having been obtained, the proposed
    listing of the shares of Oriental City Group Holdings Limited (the
    "Listco"), the indirect holding company of Oriental City Group (Hainan)
    Services Limited and Oriental City Group (Thailand) Company Limited ("OCG
    Thailand") after the Reorganisation and a subsidiary of the Company, on the
    Growth Enterprise Market of the Stock Exchange (the "GEM Listing") by way
    of placing (the "Placing");
   
 2. To approve, as part of the Reorganisation, the proposed issue of shares of
    the Listco, representing 10.667% of the issued share capital of the Listco
    in issue and 8% of the issued share capital of the Listco immediately after
    the proposed GEM Listing to certain members of its board and senior
    management and an ex-director of OCG Thailand as incentive shares for their
    contribution to the Company and its subsidiaries. This excludes any shares
    which may be issued under the option to be granted by the Listco to the
    underwriters to require the Listco to issue additional shares of up to 15%
    of the number of shares initially available under the Placing; and
   
 3. To approve the Non-Competition Undertaking to be given by the Company in
    favour of the Listco pursuant to which the Company will, for a nominal
    consideration of HK$1.00 (i) grant to the Listco the exclusive right to
    conduct the payment card related business in the People's Republic of China
    (the "PRC") and Thailand and (ii) undertake with the Listco that, upon
    successful completion of the proposed GEM Listing, the Company will conduct
    business in the PRC and Thailand only through the Listco or any of its
    subsidiaries.
   
By order of the Board, Dated: 8 January 2008

Andy Sung

Secretary

Notes:

 1. A member entitled to attend and vote at the above Extraordinary General
    Meeting is entitled to appoint a proxy to attend and on a poll vote in his/
    her place. Such proxy need not be a member of the Company. The appointment
    of a proxy will not preclude a member from being present at the meeting and
    voting in person if he or she should subsequently decide to do so.
   
 2. To be effective, an instrument appointing a proxy (under a power of
    attorney or other authority (if any) under which it is signed or notary
    certified or office copy thereof) must be deposited at the Company's
    registered office, not less than 48 hours before the time holding the
    meeting or adjourned meeting.
   
 3. In accordance with the permission in Regulation 41 of The Uncertificated
    Securities Regulations 2001 (SI 2001 No 3755), only those holders of
    ordinary shares who are registered on the Company's share register 48 hours
    before the time holding the meeting shall be entitled to attend the above
    Extraordinary General Meeting and to vote in respect of the number of
    shares registered in their names at that time. Changes to entries on the
    share register after 48 hours before time and date of meeting shall be
    disregarded in determining the rights of any person to attend and/or vote
    at the above Extraordinary General Meeting.
   
                                     -end-                                     


                                                                                                                                                                                        

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