RemeGen Co., Ltd. — Board/Management Information 2013

Dec 11, 2013

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.

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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)

CONTINUING CONNECTED TRANSACTIONS AND CHANGE OF NON-EXECUTIVE DIRECTOR AND BOARD COMMITTEE MEMBER

The Board announces that on 11 December 2013, the Group has entered into the following agreements in relation to the Continuing Connected Transactions: (1) Cartons Sale and Purchase Agreement with OCT Group; (2) New Property Management Agreement with OCT Property Service Shanghai Branch; (3) Electrical and Mechanical Services Consultation Agreement with OCT Electricity; (4) Property Management Framework Agreement with OCT Property Service Chengdu Branch; (5) Electricity Consultation Services Agreement with OCT Electricity Chengdu Branch; (6) Theme Show Framework Agreement with OCT International Media; (7) Konka Framework Agreement with Konka Group Chengdu Branch; (8) Entertainment Facilities Framework Agreement with OCT Culture; (9) Cooperation Agreement with OCT City Inn Chengdu Branch; (10) Chengdu Tenancy I with OCT City Inn Chengdu Shaxi Line Branch ; and (11) Chengdu Tenancy II with OCT Hake Chengdu Branch.

Each of the counter-parties to the Continuing Connected Transactions is a connected person of the Company and their respective relationship with the Company is set out in the paragraph headed “PARTIES AND RELATIONSHIPS OF THE PARTIES” of this announcement. Therefore, the transactions under the Cartons Sale and Purchase Agreement, New Property Management Agreement, Electrical and Mechanical Services Consultation Agreement, Property Management Framework Agreement, Electricity Consultation Services Agreement, Theme Show Framework Agreement, Konka Framework Agreement, Entertainment Facilities Framework Agreement, Cooperation Agreement, Chengdu Tenancy I and Chengdu Tenancy II, constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Given that the applicable percentage ratios of each of the Continuing Connected Transactions, on a stand-alone basis or where applicable, on an aggregated basis pursuant to Rule 14A.27 of the Listing Rules, on an annual basis, are more than 0.1% but less than 5%, they are subject to the reporting and announcement requirements but exempt from the independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules.

The Board would also like to announce that (1) Mr. Zhang Haidong has resigned as a non-executive Director, a member of the Audit Committee and a member of the Remuneration Committee with effect from 11 December 2013; and (2) Mr. Zhou Ping has been appointed as a non-executive Director, a member of the Audit Committee and a member of the Remuneration Committee with effect from 11 December 2013.

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CONTINUING CONNECTED TRANSACTIONS

1. INTRODUCTION

The Board announces that on 11 December 2013, the Group has entered into the following agreements in relation to the Continuing Connected Transactions: (1) Cartons Sale and Purchase Agreement; (2) New Property Management Agreement; (3) Electrical and Mechanical Services Consultation Agreement; (4) Property Management Framework Agreement; (5) Electricity Consultation Services Agreement; (6) Theme Show Framework Agreement; (7) Konka Framework Agreement; (8) Entertainment Facilities Framework Agreement; (9) Cooperation Agreement; (10) Chengdu Tenancy I; and (11) Chengdu Tenancy II.

2. PARTIES AND RELATIONSHIPS OF THE PARTIES

• The Company

The Company is the indirect holding company of certain PRC subsidiaries whose principal business activity is comprehensive development business and the manufacture and sale of cartons and paper products. Chengdu OCT, a non-wholly owned subsidiary of the Company, is principally engaged in the development of tourism, properties and hotel complex in the PRC. Chengdu OCT Happy Valley Branch is a branch office of Chengdu OCT. OCT Shanghai Land, a non-wholly owned subsidiary of the Company, is principally engaged in the development, operation, leasing, property management of commercial properties, residential properties, office premises, and culture and entertainment projects of land pieces in Shanghai, together with the management of related parking lots.

The counter-parties to the Continuing Connected Transactions as well as their respective relationship with the Company are set out below:

• OCT Group

OCT Group is the holding company of OCT Ltd. and holds approximately 56.63% interests in OCT Ltd. as at the date of this announcement. OCT Ltd. owns 100% equity interest in OCT (HK), which in turn owns 100% equity interest in Pacific Climax, which is a Controlling Shareholder. Therefore, each of OCT Group and its associates is a connected person of the Company within the meaning of the Listing Rules. OCT Group is principally engaged in investment holding.

• OCT Property Service Shanghai Branch and OCT Property Service Chengdu Branch

OCT Property Service Shanghai Branch and OCT Property Service Chengdu Branch are branch offices of OCT Property Service. OCT Property Service is a wholly-owned subsidiary of OCT Ltd., which in turn indirectly owned 100% interest in Pacific Climax, a Controlling Shareholder. Hence, OCT Property Service is a connected person of the Company. OCT Property Service is principally engaged in the provision of property management services.

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• OCT Electricity and OCT Electricity Chengdu Branch

OCT Electricity Chengdu Branch is a branch office of OCT Electricity. OCT Electricity is a wholly-owned subsidiary of OCT Ltd.. Therefore, OCT Electricity is a connected person of the Company. OCT Electricity is principally engaged in the management and maintenance of electricity and water supply, etc.

•

OCT International Media

OCT International Media is a non-wholly owned subsidiary of OCT Ltd. and 10% of its equity interest is directly owned by Chengdu OCT, and hence, OCT International Media is a connected person of the Company. OCT International Media is principally engaged in the entertainment business.

•

Konka Group Chengdu Branch

Konka Group Chengdu Branch is a branch office of Konka Group. Konka Group is a company whose shares are listed on the Shenzhen Stock Exchange and directly owned as to 19% by OCT Group. As OCT Group has control of majority of the board of Konka Group, Konka Group is an associate of OCT Group and hence a connected person of the Company. Konka Group is principally engaged in the manufacture and sales of televisions, mobile telephones and other electronic appliances.

•

OCT Culture

OCT Culture is a non-wholly owned subsidiary of OCT Ltd.. Therefore, OCT Culture is a connected person of the Company. OCT Culture is principally engaged in development and design of entertainment facilities, technology development and production processing of visual-audio and electrical equipment, etc.

•

OCT Hake Chengdu Branch

OCT Hake Chengdu Branch is a branch office of OCT Hake. OCT Hake is a wholly-owned subsidiary of OCT Ltd.. Therefore, OCT Hake is a connected person of the Company. OCT Hake is principally engaged in investment of children’s occupational experience project and planning and organization of exhibitions etc.

• OCT City Inn Chengdu Branch and OCT City Inn Chengdu Shaxi Line Branch

Each of OCT City Inn Chengdu Branch and OCT City Inn Chengdu Shaxi Line Branch is a branch office of OCT City Inn. OCT City Inn is an indirect wholly-owned subsidiary of OCT Ltd.. Therefore, OCT City Inn is a connected person of the Company. OCT City Inn is principally engaged in hotel management.

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3. CONTINUING CONNECTED TRANSACTIONS EXEMPT FROM INDEPENDENT SHAREHOLDERS’ APPROVAL REQUIREMENT

• 3.1 Cartons Sale and Purchase Agreement

Date:

11 December 2013

Parties:

• (a) The Company; and

• (b) OCT Group

Description of the transaction:

On 11 December 2013, the Company and OCT Group entered into the Cartons Sale and Purchase Agreement for a term of three years with effect from 1 January 2014 and ending on 31 December 2016.

Pursuant to the Cartons Sale and Purchase Agreement, the Group has agreed to sell cartons and other paper products to OCT Group and its associates. The exact amount of products to be sold and the selling price will be determined by OCT Group and/or its associates and the Group on each sale transaction with reference to the prevailing market prices of the products. The selling prices of such products will be no less favourable than that charged to independent third parties and on terms no less favourable than those the Group can obtain from independent third parties. The Group may at its discretion to decide whether to sell cartons to OCT Group and/or its associates. The parties shall enter into separate contract(s) for precise order which will specify the arrangement for payment.

Annual Caps:

The maximum amount receivable by the Group from OCT Group and its associates under the Cartons Sale and Purchase Agreement for each of the three years ending 31 December 2014, 2015 and 2016 will not exceed the annual limits of RMB80,000,000, RMB85,000,000 and RMB85,000,000 respectively.

Basis for such caps:

The caps were determined by reference to (i) the historical amounts of the relevant transactions; and (ii) the sales plan in the coming three years and the sales forecast.

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Reasons for and benefits of the transaction:

The sales of cartons is one of the principal business activities of the Group. Taking into account the selling prices will be no less favourable than that charged to independent third parties and on terms no less favourable than those the Group can obtain from independent third parties, the Directors consider that the transactions under the Cartons Sale and Purchase Agreement will be conducted on normal commercial terms.

In light of the above, the Directors (including the independent non-executive Directors) consider that the terms of the Cartons Sale and Purchase Agreement and the annual caps are fair and reasonable so far as the Shareholders are concerned and the transactions under the Cartons Sale and Purchase Agreement are in the interest of the Company and the Shareholders as a whole.

3.2 New Property Management Agreement

Date:

11 December 2013

Parties:

• (a) OCT Shanghai Land; and

• (b) OCT Property Service Shanghai Branch

Description of transaction:

On 11 December 2013, OCT Shanghai Land entered into the New Property Management Agreement with OCT Property Service Shanghai Branch for a term of three years with effect from 1 January 2014 and ending on 31 December 2016.

Pursuant to the New Property Management Agreement, the Existing Property Management Agreement was terminated and OCT Property Service Shanghai Branch will provide property management services to OCT Shanghai Land in relation to the Shanghai Suhewan Project for a term of three years with effect from 1 January 2014 and ending on 31 December 2016. The management fees payable under New Property Management Agreement will be calculated based on the actual areas that are managed, and the labour costs to be incurred by OCT Property Service Shanghai Branch and will not be higher than the management fees quoted by any independent property management companies in the market and available to OCT Shanghai Land. The parties shall enter into separate management contract(s) for the precise property that would be managed by OCT Property Service Shanghai Branch which shall specify the payment arrangement for the management fees.

Annual Caps:

The maximum annual aggregate amount to be paid by OCT Shanghai Land to OCT Property Service Shanghai Branch under the New Property Management Agreement for each of the three years ending 31 December 2014, 2015 and 2016 will not exceed the annual limits of RMB9,000,000, RMB10,000,000 and RMB11,000,000 respectively.

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Basis for such caps:

The caps were determined by reference to (i) the actual areas that are managed; (ii) the manpower that have been employed by OCT Property Service Shanghai Branch; and (iii) the estimated increase in labour costs in the coming years.

Reasons for and benefits of the transaction:

As OCT Property Service has been engaged in the provision of property management services for many years and thus has the necessary expertise, the Directors consider that it is in the interest of OCT Shanghai Land to engage OCT Property Service Shanghai Branch to provide property management services under the New Property Management Agreement.

In light of the above, the Directors (including the independent non-executive Directors) consider that the terms of the New Property Management Agreement and the annual caps are fair and reasonable so far as the Shareholders are concerned and the transactions under the New Property Management Agreement are in the interest of the Company and the Shareholders as a whole.

3.3 Electrical and Mechanical Services Consultation Agreement

Date:

11 December 2013

Parties:

• (c) OCT Shanghai Land; and

• (d) OCT Electricity

Description of transaction:

On 11 December 2013, OCT Shanghai Land entered into the Electrical and Mechanical Services Consultation Agreement with OCT Electricity for a term of three years with effect from 1 January 2014 and ending on 31 December 2016.

Pursuant to the Electrical and Mechanical Services Consultation Agreement, OCT Electricity will provide Electrical and Mechanical Consultation Services to OCT Shanghai Land in relation to the Suhewan project in Shanghai. The consultation fees payable under Electrical and Mechanical Services Consultation Agreement will be calculated based on the labour costs to be incurred by OCT Electricity. The consultation fees will not be higher than the consultation fees quoted by independent consultation companies in the market and available to OCT Shanghai Land. The parties shall enter into separate consultation contracts for the consultation services that would be provided by OCT Electricity which shall specify the payment arrangement for the consultation fees.

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Annual Caps:

The maximum annual aggregate amount to be paid by OCT Shanghai Land to OCT Electricity under the Electrical and Mechanical Services Consultation Agreement for each of the three years ending 31 December 2014, 2015 and 2016 will not exceed the annual limits of RMB1,500,000, RMB1,000,000 and RMB1,000,000 respectively.

Basis for such caps:

The caps were determined by reference to the prevailing market rate for engagement of such Electrical and Mechanical Services and OCT Shanghai Land’s estimated demand of such Electrical and Mechanical Services.

Reasons for and benefits of the transaction:

As OCT Electricity has been engaged in the management and maintenance of electricity and water supply, etc. for many years and thus has the necessary expertise, the Directors consider that it is in the interest of OCT Shanghai Land to engage OCT Electricity to provide the Electrical and Mechanical Services under the Electrical and Mechanical Services Consultation Agreement.

In light of the above, the Directors (including the independent non-executive Directors) consider that the terms of the Electrical and Mechanical Services Consultation Agreement and the annual caps are fair and reasonable so far as the Shareholders are concerned and the transactions under the Electrical and Mechanical Services Consultation Agreement are in the interest of the Company and the Shareholders as a whole.

3.4 Property Management Framework Agreement

Date:

11 December 2013

Parties:

• (a) Chengdu OCT; and

• (b) OCT Property Service Chengdu Branch

Description of the transaction:

On 11 December 2013, Chengdu OCT entered into the Property Management Framework Agreement with OCT Property Service Chengdu Branch for a term of three years with effect from 1 January 2014 and ending on 31 December 2016.

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Pursuant to the Property Management Framework Agreement, OCT Property Service Chengdu Branch will provide property management services to Chengdu OCT in relation to Chengdu OCT’s project in Chengdu. The management fees payable under Property Management Framework Agreement will be calculated based on the actual areas that are managed and the manpower that have been employed by OCT Property Service Chengdu Branch. The management fees will not be higher than the management fees quoted by independent property service companies in the market and available to Chengdu OCT. The parties shall enter into separate management contract(s) for the precise property that would be managed by OCT Property Service Chengdu Branch which shall specify the payment arrangement for the management fees.

Annual Caps:

The maximum annual aggregate amount to be paid by Chengdu OCT to OCT Property Service Chengdu Branch under the Property Management Framework Agreement for each of the three years ending 31 December 2014, 2015 and 2016 will not exceed the annual limits of RMB25,000,000, RMB32,000,000 and RMB39,000,000, respectively.

Basis for such caps:

The caps were determined by reference to (i) the prevailing market rate for provision of property management services; (ii) current areas that are managed; (iii) the estimated increase in the areas to be managed; and (iv) the estimated increase in labour costs in the coming years.

Reasons for and benefits of the transaction:

As OCT Property Service has been engaged in the provision of property management services for many years and thus has the necessary expertise, and it has provided satisfactory property management services to Chengdu OCT in the past, the Directors consider that it is in the interest of Chengdu OCT to continue the engagement of OCT Property Service Chengdu Branch to provide property management services under the Property Management Framework Agreement.

In light of the above, the Directors (including the independent non-executive Directors) consider that the terms of the Property Management Framework Agreement and the annual caps are fair and reasonable so far as the Shareholders are concerned and the transactions under the Property Management Framework Agreement are in the interest of the Company and the Shareholders as a whole.

3.5 Electricity Consultation Services Agreement

Date:

11 December 2013

Parties:

• (a) Chengdu OCT; and

• (b) OCT Electricity Chengdu Branch

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Description of the transaction:

On 11 December 2013, Chengdu OCT entered into the Electricity Consultation Services Agreement with OCT Electricity Chengdu Branch for a term of three years with effect from 1 January 2014 and ending on 31 December 2016, pursuant to which OCT Electricity Chengdu Branch will provide, among others, daily and regular inspection, maintenance and management service to Chengdu OCT, its subsidiaries and branches in relation to certain electricity facilities in properties in the operating areas of Chengdu OCT and provide consultation services to Chengdu OCT, its subsidiaries and branches in relation to professional electricity supply skills and related business and the plan of constructing an electricity monitoring system of Chengdu OCT. The charges for the services will be determined by the parties by way of negotiation with reference to the prevailing market prices at the time of provision of such services and shall be comparable to that could be obtained by Chengdu OCT from independent third parties of similar scale. Payment of the consultation fees shall be made on a quarterly basis.

Annual Caps:

The maximum annual aggregate amount to be paid by Chengdu OCT, its subsidiaries and branches to OCT Electricity Chengdu Branch under the Electricity Consultation Services Agreement for each of the three years ending 31 December 2014, 2015 and 2016 will not exceed the annual limits of RMB10,540,000, RMB6,280,000 and RMB7,080,000, respectively.

Basis for such caps:

The caps were determined by reference to (i) the prevailing market rate for engagement of such services; (ii) estimated development of new projects and the estimated demand and construction progress of projects of Chengdu OCT that would require such services; and (iii) the plan of constructing an electricity monitoring system of Chengdu OCT.

Reasons for and benefits of the transaction:

As OCT Electricity has been engaged in the management and maintenance of electricity and water supply, etc. for many years and thus has the necessary expertise, the Directors consider that it is in the interest of Chengdu OCT to engage OCT Electricity Chengdu Branch to provide consultation services in relation to electricity facilities under the Electricity Consultation Services Agreement.

In light of the above, the Directors (including the independent non-executive Directors) consider that the terms of the Electricity Consultation Services Agreement and the annual caps are fair and reasonable so far as the Shareholders are concerned and the transactions under the Electricity Consultation Services Agreement are in the interest of the Company and the Shareholders as a whole.

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3.6 Theme Show Framework Agreement

Date:

11 December 2013

Parties:

• (a) Chengdu OCT; and

• (b) OCT International Media

Description of the transaction:

On 11 December 2013, Chengdu OCT entered into the Theme Show Framework Agreement with OCT International Media for a term of three years with effect from 1 January 2014 and ending on 31 December 2016, pursuant to which OCT International Media, its subsidiaries and branches agree to (1) provide consultancy services to Chengdu OCT, its subsidiaries and branches for the parades to be performed at the Theme Park, design and provision of the costumes and show cars to be used in the parades, and brand promotion, sales and marketing services; (2) provide improvement and/or modification services to Chengdu OCT, its subsidiaries and branches for the existing entertainment programmes at the Theme Park; (3) act as the general agent of Chengdu OCT, its subsidiaries and branches to sell theme shows tickets and rental of the Chengdu OCT Theatre; (4) provide production services to Chengdu OCT, its subsidiaries and branches for entertainment programmes to be performed at the Theme Park in the future and (5) provide other theme show services to Chengdu OCT, its subsidiaries and branches. The charge of such services will be determined by the parties by way of negotiation with reference to the prevailing market prices at the time of provision of such services and will be similar to that provided by independent third parties of similar scale to Chengdu OCT and on terms no less favourable than those Chengdu OCT can obtain from independent third parties. Payment of service charges shall be made after completion of works for each stage of service. The specific payment arrangement will be specified in the separate service agreement(s) to be entered into between the parties.

Annual Caps:

The maximum amount to be paid by Chengdu OCT, its subsidiaries and branches to OCT International Media, its subsidiaries and branches under the Theme Show Framework Agreement for each of the three years ending 31 December 2014, 2015, 2016 will not exceed the annual limit of RMB9,000,000, RMB30,500,000 and RMB13,500,000 respectively.

Basis for such caps:

The caps were determined by reference to (i) the prevailing market rate for engagement of such consultation and production services; (ii) the expected amendment to existing entertainment programmes; and (iii) the amount, scale and amount of work of the expected new entertainment programmes to be performed at the Theme Park in the coming years.

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Reasons for and benefits of the transaction:

OCT International Media has been principally engaged in, among others, the production of television entertainment, theme performance project and animation video clips for many years and thus has the necessary expertise in providing consultancy and production services for the entertainment programmes to be performed in the Theme Park. As the provision of theme shows, parades and other entertainment programmes is one of the key attractions of a theme park, the Directors consider that the engagement of an experienced service provider to provide consultation and production services in this regard is in the interest of the further development of the Theme Park.

In light of the above, the Directors (including the independent non-executive Directors) consider that the terms of the Theme Show Framework Agreement and the annual caps are fair and reasonable so far as the Shareholders are concerned and the transactions under the Theme Show Framework Agreement are in the interest of the Company and the Shareholders as a whole.

3.7 Konka Framework Agreement

Date:

11 December 2013

Parties:

• (a) Chengdu OCT; and

• (b) Konka Group Chengdu Branch

Description of the transaction:

On 11 December 2013, Chengdu OCT entered into the Konka Framework Agreement with Konka Group Chengdu Branch. Pursuant to the Konka Framework Agreement, Chengdu OCT, its subsidiaries and branches agree to purchase and Konka Group Chengdu Branch agrees to supply the LED Equipment, Television and Other Electronic Products and Service to Chengdu OCT for a term of three years with effect from 1 January 2014 and ending on 31 December 2016.

Annual caps:

The maximum annual aggregate amount to be paid for the LED Equipment, Television and Other Electronic Products and Service by Chengdu OCT, its subsidiaries and branches to Konka Group Chengdu Branch under the Konka Framework Agreement for each of three years ending 31 December 2014, 2015 and 2016 will not exceed the annual caps of RMB1,620,000, RMB1,720,000 and RMB20,000,000 respectively.

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Basis for such caps:

The unit prices for the LED Equipment, Television and Other Electronic Products and Service will be determined based on the prevailing market prices of comparable products, equipment and service, which will be at similar prices and on similar terms that Chengdu OCT can obtain from independent third parties of business size similar to Konka Group Chengdu Branch. The prices are to be paid in cash by Chengdu OCT, its subsidiaries and branches to Konka Group Chengdu Branch to be agreed between the parties under separate agreement(s).

The annual caps were determined by reference to (i) the prevailing market rate for purchase of comparable products and services; and (ii) the expected purchase orders placed by Chengdu OCT, its subsidiaries and branches for the LED Equipment, Television and Other Electronic Products and Service in order to cope with the business development of Chengdu OCT in the future; and (iii) the estimated demand in LED Equipment, Television and Other Electronic Products and Service in the coming years and purchase large LED display in 2016.

Reasons for and benefits of entering into the transaction:

Konka Group has been engaged in, among others, the manufacture and sale of television sets, mobile telephones and other electronic appliances for many years, and thus possesses the relevant expertise in the manufacture of LED equipment, television and other electronic products that is up to the quality expected by Chengdu OCT. The Directors consider that the entering into the Konka Framework Agreement with an experienced manufacturer such as Konka Group Chengdu Branch for the supply of LED Equipment, Television and Other Electronic Products and Service is in the interest of the Group.

In light of the above, the Directors (including the independent non-executive Directors) consider that the terms of the Konka Framework Agreement and the annual caps are fair and reasonable so far as the Shareholders are concerned and the transactions under the Konka Framework Agreement are in the interest of the Company and the Shareholders as a whole.

3.8 Entertainment Facilities Framework Agreement

Date:

11 December 2013

Parties:

• (a) Chengdu OCT Happy Valley Branch; and

• (b) OCT Culture

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Description of the transaction:

On 11 December 2013, Chengdu OCT Happy Valley Branch entered into the Entertainment Facilities Framework Agreement with OCT Culture. Pursuant to the Entertainment Facilities Framework Agreement, Chengdu OCT Happy Valley Branch agrees to purchase and OCT Culture agrees to supply entertainment facilities and related services to Chengdu OCT Happy Valley Branch for a term of three years with effect from 1 January 2014 and ending on 31 December 2016.

Annual caps:

The unit prices for the entertainment facilities and related services will be determined based on the prevailing market price of comparable entertainment facilities and service, which will be at similar prices and on similar terms that Chengdu OCT Happy Valley Branch can obtain from independent third parties of business size similar to OCT Culture. The price is to be paid in cash by Chengdu OCT Happy Valley Branch to OCT Culture within 60 days after completion of each transaction or otherwise rescheduled and agreed between the parties as necessary due to unusual circumstances.

The maximum annual aggregate amount to be paid by Chengdu OCT Happy Valley Branch to OCT Culture under the Entertainment Facilities Framework Agreement for each of the three years ending 31 December 2014, 2015 and 2016 will not exceed the annual caps of RMB26,000,000, RMB30,000,000 and RMB50,000,000, respectively.

Basis for annual caps:

The annual caps were determined by reference to (i) the prevailing market rates for purchase of comparable entertainment facilities and service in the PRC; (ii) the estimated demand of renewal of such entertainment facilities and services anticipated by the Group for the Theme Park in the future; (iii) the estimated demand of entertainment facilities and scale of expansion in relation to the future development of phase III of the Theme Park and (iv) the payment schedule of each year (including the progress of payment of design, production and maintenance fee).

Reasons for and benefits of entering into the transaction:

OCT Culture has been engaged in, among others, the design, development, production processing and related services of entertainment facilities for many years and thus possesses the relevant expertise in such entertainment facilities and related service for the development of the Theme Park. In light of the development of the Theme Park that will bring additional purchase capacity for the entertainment facilities and related service, the Directors consider that the entering into the Entertainment Facilities Framework Agreement with an experienced entertainment facilities developer such as OCT Culture for the supply of the entertainment facilities and service is in the interest of the Group.

In light of the above, the Directors (including the independent non-executive Directors) consider that the terms of the Entertainment Facilities Framework Agreement and the annual caps are fair and reasonable so far as the Shareholders are concerned and the transactions under the Entertainment Facilities Framework Agreement are in the interest of the Company and the Shareholders as a whole.

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3.9 Cooperation Agreement

Date:

11 December 2013

Parties:

• (a) Chengdu OCT Happy Valley Branch; and

• (b) OCT City Inn Chengdu Branch

Description of the transaction:

On 11 December 2013, Chengdu OCT Happy Valley Branch entered into the Cooperation Agreement with OCT City Inn Chengdu Branch for a term of three years with effect from 1 January 2014 to 31 December 2016, pursuant to which, among others, Chengdu OCT Happy Valley Branch agrees to sell tickets of the Theme Park to OCT City Inn Chengdu Branch at a fixed discounted price per ticket. OCT City Inn Chengdu Branch shall settle the ticket sales on a monthly basis in cash for the actual transaction amount.

Annual Caps:

The maximum annual aggregate amount to be paid by OCT City Inn Chengdu Branch to Chengdu OCT Happy Valley Branch under the Cooperation Agreement for each of the three years ending 31 December 2014, 2015 and 2016 will not exceed the annual limits of RMB1,500,000, RMB2,000,000 and RMB2,000,000, respectively.

Basis for such caps:

The annual caps were determined by reference to the estimated demand of tickets of the Theme Park, taking into account the possible sales cooperation and promotion activities. The discount to be given to OCT City Inn Chengdu Branch will be similar to those given to independent third parties for similar transactions.

Reasons for and benefits of the transaction:

Chengdu OCT is engaged in the development of tourism, properties and hotel complex in the PRC, and the development, management and operation of the Theme Park is one of the principal activities of Chengdu OCT. OCT City Inn has been principally engaged in, among others, hotel management and consultation and accommodation business. The provision of discounted tickets of the Theme Park to OCT City Inn Chengdu Branch is one of the marketing and promotional channels for the Theme Park.

In light of the above, the Directors (including the independent non-executive Directors) consider that the terms of the Cooperation Agreement and the annual caps are fair and reasonable so far as the Shareholders are concerned and the transactions under the Cooperation Agreement are in the interest of the Company and the Shareholders as a whole.

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3.10 Chengdu Tenancy I

Date:

11 December 2013

Parties:

• (a) Chengdu OCT; and

• (b) OCT City Inn Chengdu Shaxi Line Branch

Description of the transaction:

On 11 December 2013, Chengdu OCT entered into the Chengdu Tenancy I with OCT City Inn Chengdu Shaxi Line Branch for a term of three years with effect from 1 January 2014 and ending on 31 December 2016, pursuant to which Chengdu OCT agrees to lease to OCT City Inn Chengdu Shaxi Line Branch certain premises located at Jinniu District, Chengdu, Sichuan Province, the PRC, owned by Chengdu OCT with a total gross floor area of approximately 7,000 sq.m. for the operation of an inn (the “Inn”). Under the Chengdu Tenancy I, OCT City Inn Chengdu Shaxi Line Branch has to pay to Chengdu OCT monthly rentals in arrear before the 10th day of each month in accordance with the following formula:–

25% of the unaudited revenue (before tax) of OCT City Inn Chengdu Shaxi Line Branch from the operation of the Inn of the relevant month as shown on its management account.

Annual Caps:

The maximum annual aggregate amount to be paid by OCT City Inn Chengdu Shaxi Line Branch to Chengdu OCT under the Chengdu Tenancy I for each of the three years ending 31 December 2014, 2015 and 2016 will not exceed the annual limit of RMB1,700,000, RMB1,750,000 and RMB1,800,000, respectively.

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Basis for such caps:

The caps were determined by reference to the estimation of the general demand in hotel services and the business condition of the Inn in the coming years.

Reasons for and benefits of the transaction:

OCT City Inn has been principally engaged in, among others, hotel management and consultation and accommodation business for many years and thus has the necessary expertise and experience in the operation of an inn, and the Directors consider that Chengdu OCT may share the profit for the future growth in revenue of the Inn under the Chengdu Tenancy I.

In light of the above, the Directors (including the independent non-executive Directors) consider that the terms of the Chengdu Tenancy I and the annual caps are fair and reasonable so far as the Shareholders are concerned and the transactions under the Chengdu Tenancy I are in the interest of the Company and the Shareholders as a whole.

3.11 Chengdu Tenancy II

Date:

11 December 2013

Parties:

• (a) Chengdu OCT; and

• (b) OCT Hake Chengdu Branch

Description of the transaction:

On 11 December 2013, Chengdu OCT entered into the Chengdu Tenancy II with OCT Hake Chengdu Branch for a term of three years with effect from 1 January 2014 and ending on 31 December 2016, pursuant to which Chengdu OCT agrees to lease to OCT Hake Chengdu Branch certain premises located at Jinniu District, Chengdu, Sichuan Province, the PRC with a total gross floor area of approximately 6,000 sq.m. for the operation of an entertainment centre (the “Entertainment Centre”) for children. Under the Chengdu Tenancy II, OCT Hake Chengdu Branch has to pay Chengdu OCT monthly rentals in arrear before the 10th day of each month in accordance with the following scenarios:–

• (1) Scenario 1

If the unaudited revenue (before tax) accumulated from 1 January of the year to the end of the relevant month from the operation of the Entertainment Centre as shown on its management accounts (the “accumulated revenue”) is less than or equal to RMB20,000,000, the monthly rental payable will be 7% of the unaudited revenue (before tax) of the relevant month from the operation of the Entertainment Centre as shown on its management account (the “monthly revenue”).

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(2) Scenario 2

If the accumulated revenue is more than RMB20,000,000 (the “RMB20,000,000 accumulated revenue threshold”), the monthly rental payable will be the sum of (1) 7% of the part of the monthly revenue which falls within the RMB20,000,000 accumulated revenue threshold; and (2) 10% of the part of the monthly revenue which exceeds the RMB20,000,000 accumulated revenue threshold.

Annual Caps:

The maximum annual aggregate amount to be paid by OCT Hake Chengdu Branch to Chengdu OCT under the Chengdu Tenancy II for each of the three years ending 31 December 2014, 2015 and 2016 will not exceed the annual limits of RMB2,000,000, RMB2,500,000 and RMB3,000,000, respectively.

Basis for such caps:

The caps were determined by reference to the estimation of the general demand in the Entertainment Centre and the business condition of the Entertainment Centre in the coming years.

Reasons for and benefits of the transaction:

OCT Hake has been principally engaged in, among others, investment of children’s occupational experience project and planning and organization of exhibitions and has the necessary expertise and experience in the operation of an entertainment centre for children, and the Directors consider that Chengdu OCT may enjoy the future growth in revenue of the Entertainment Centre under the Chengdu Tenancy II. The establishment of the Entertainment Centre would also enhance tourists’ interest in visiting the Theme Park, which is located nearby.

In light of the above, the Directors (including the independent non-executive Directors) consider that the terms of the Chengdu Tenancy II and the annual caps are fair and reasonable so far as the Shareholders are concerned and the transactions under the Chengdu Tenancy II are in the interest of the Company and the Shareholders as a whole.

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4. LISTING RULES IMPLICATIONS

The Directors (including the independent non-executive Directors) have confirmed that the Continuing Connected Transactions have been subject to arm’s length negotiation between the Group and the relevant parties, and have been entered into by the Group in the ordinary and usual course of business and either (i) on normal commercial terms or better, or (ii) on terms no less favourable to the Group than those available to or from (as the case may be) independent third parties.

Given that the applicable percentage ratios of each of the Continuing Connected Transactions, on a stand-alone basis or where applicable, on an aggregated basis pursuant to Rule 14A.27 of the Listing Rules, on an annual basis, are more than 0.1% but less than 5%, they are subject to the reporting and announcement requirements but exempt from the independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules.

No Director is materially interested in the Continuing Connected Transactions and required to abstain from voting on the Board resolutions to approve the Continuing Connected Transactions.

The Directors (including the independent non-executive Directors) consider that the Continuing Connected Transactions will be conducted on normal commercial terms or on terms no less favourable than those available to independent third parties and were entered into on a continuing and regular basis and in the ordinary and usual course of business of the Group, are fair and reasonable and in the interests of the Company and the Shareholders as a whole, and that the related annual caps for the Continuing Connected Transactions are fair and reasonable.

RESIGNATION OF MR. ZHANG HAIDONG

The Board has duly accepted the resignation of Mr. Zhang Haidong (“Mr. Zhang”) as a non-executive Director and a member of the Audit Committee and a member of the Remuneration Committee with effect from 11 December 2013. Mr. Zhang has confirmed that:

• (i) his resignation as the non-executive Director is owing to his commitment in other business which requires more of his time and dedication;

• (ii) he has no disagreement with the Board or any constituent members thereof; and

• (iii) there are no matters that need to be brought to the attention of Shareholders or the Stock Exchange in relation to his resignation.

Mr. Zhang has also confirmed that he has no claim against the Company for loss of office as a non-executive Director and as a member of the Audit Committee and a member of the Remuneration Committee whether by way of compensation, remuneration, severance payments, expenses, damages or otherwise.

The Board would like to take this opportunity to extend its gratitude to Mr. Zhang for his efforts and valuable contributions to the Company during his tenure of services.

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APPOINTMENT OF MR. ZHOU PING

Mr. Zhou Ping (“Mr. Zhou”), has been appointed as a non-executive Director, a member of the Audit Committee and a member of the Remuneration Committee with effect from 11 December 2013.

Mr. Zhou Ping, aged 50, is the head of Strategic Development Department of OCT Ltd. He is also a director of Beijing Century Overseas Chinese Town Industrial Co. Ltd (北京世紀華僑城實業 有限公司), and a supervisor of Tianjian Overseas Chinese Town Industrial Co. Ltd (天津華僑城 實業有限公司) and Tianjin Dong Li Hu Overseas Chinese Town Travel Investment Co. Ltd (天 津東麗湖華僑城旅遊投資有限公司). Mr. Zhou joined the OCT Group in 1994 and he had been the general manager of Planning Department and the head of Strategic Development Department of OCT Group. Mr. Zhou had also been appointed as the vice chairman of Shenzhen Bay Hotel (深圳灣大酒店) and the chairman of Taizhou Overseas Chinese Town Co., Ltd (泰州華僑城有 限公司). Mr. Zhou had also been the general manager of Planning Department and the head of Strategic Development Department of OCT Group, the director and general manager of Shenzhen Window of the World Company Limited (深圳世界之窗有限公司), the general manager of Wuhan OCT Industrial Development Ltd (武漢華僑城實業發展有限公司), the deputy manager of Travel Department of OCT Ltd. and the general manager of Shenzhen Eastern Overseas Chinese Town Co Ltd (深圳東部華僑城有限公司). Mr. Zhou obtained a Master of Engineering Management Degree from Huazhong University of Science and Technology in 1993.

Save as disclosed above, Mr. Zhou did not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other position with the Company and other members of the Group or other major appointments and professional qualifications.

As at the date of this announcement, Ms. Li Ning, the spouse of Mr. Zhou, held 4,000 ordinary shares of the Company and share options to subscribe for 160,000 ordinary shares of the Company, hence, Mr. Zhou is deemed, or taken to be, interested in the said 4,000 ordinary shares of the Company and share options to subscribe for 160,000 ordinary shares of the Company held by Ms. Li Ning by virtue of the Securities and Futures Ordinance (Chapter 571, Laws of Hong Kong) (the “SFO”). Save as disclosed above, as at the date of this announcement, Mr. Zhou does not have any relationship with other Directors, senior management, substantial or Controlling Shareholders of the Company and he had no other interests in any shares, underlying share or debentures which are required to be disclosed pursuant to Part XV of the SFO.

Mr. Zhou has entered into a director’s service agreement with the Company as the non-executive Director for a term from 11 December 2013 until the annual general meeting of the Company to be held in 2014, which may be terminated by either the Company or Mr. Zhou by giving one month’s written notice or otherwise in accordance with the terms of the director’s service agreement. Mr. Zhou’s appointment as the non-executive Director is subject to re-election at the forthcoming annual general meeting of the Company and the rotation requirements as set out in the articles of association of the Company. Under the service agreement to be entered into between the Company and Mr. Zhou, Mr. Zhou will not be entitled to any remuneration.

Save as disclosed above, the Company considers that in relation to the appointment of Mr. Zhou as a non-executive Director, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51(2)(h) to (v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.

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DEFINITIONS

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

“associates”	has the meaning ascribed to in the Listing Rules
“Audit Committee”	audit committee of the Company
“Board”	the board of Directors
“Cartons Sale and	a long-term sales and purchase framework agreement dated 11
Purchase Agreement”	December 2013 entered into between the Company and OCT
	Group for a term of three years with effect from 1 January 2014
	and ending on 31 December 2016
“Chengdu OCT”	成都天府華僑城實業發展有限公司(Chengdu Tianfu OCT
	Industry Development Company Limited), a sino-foreign equity
	joint venture established under the laws of the PRC and a
	non-wholly owned subsidiary of the Company
“Chengdu OCT Happy	Happy Valley branch office of Chengdu OCT (成都天府華僑城實
Valley Branch”	業發展有限公司歡樂谷旅遊分公司)
“Chengdu OCT Theatre”	a theatre in Chengdu owned and operated by Chengdu OCT
“Chengdu Tenancy I”	a tenancy agreement dated 11 December 2013 entered into
	between Chengdu OCT and OCT City Inn Chengdu Shaxi Line
	Branch for a term of three years with effect from 1 January 2014
	and ending on 31 December 2016
“Chengdu Tenancy II”	a tenancy agreement dated 11 December 2013 entered into
	between Chengdu OCT and OCT Hake Chengdu Branch for a
	term of three years with effect from 1 January 2014 and ending
	on 31 December 2016
“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”	has the meaning ascribed to it in the Listing Rules
“Continuing Connected	the continuing connected transaction(s) of the Company set out in
Transaction(s)”	the paragraph headed “Continuing Connected Transactions exempt
	from independent Shareholders’ approval requirement” of this
	announcement

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“Controlling Shareholder”	has the meaning ascribed to it in the Listing Rules
“Cooperation Agreement”	a long-term cooperation framework agreement dated 11 December
	2013 and entered into between Chengdu OCT Happy Valley
	Branch and OCT City Inn Chengdu Branch for a term of 3 years
	commencing from 1 January 2014 to 31 December 2016
“Director(s)”	the director(s) of the Company
“Electrical and Mechanical	an electrical and mechanical consultation services framework
Services Consultation	agreement dated 11 December 2013 entered into between OCT
Agreement”	Shanghai Land and OCT Electricity for a term of three years with
	effect from 1 January 2014 and ending on 31 December 2016
“Electrical and Mechanical	the provision of consultation services in relation to the technology
Consultation Services”	of supply of electricity, water and gas, and its related business
“Electricity Consultation	an electricity facilities maintenance and consultation services
Services Agreement”	agreement dated 11 December 2013 entered into between
	Chengdu OCT and OCT Electricity Chengdu Branch for a term
	of three years with effect from 1 January 2014 and ending on 31
	December 2016
“Entertainment Facilities	an entertainment facilities procurement framework agreement
Framework Agreement”	dated 11 December 2013 entered into between Chengdu OCT
	Happy Valley Branch and OCT Culture for a term of 3 years from
	1 January 2014 to 31 December 2016
“Existing Property	a property management agreement dated 10 February 2012
Management Agreement”	entered into between OCT Shanghai Land and OCT Property
	Service Shanghai Branch for provision of property management
	service for the period from 1 March 2012 to 31 December 2014
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Konka Framework	a long-term sales and purchase framework agreement dated 11
Agreement”	December 2013 entered into between Chengdu OCT and Konka
	Group Chengdu Branch for a term of three years with effect from
	1 January 2014 and ending on 31 December 2016
“Konka Group”	Konka Group Co., Ltd (康佳集團股份有限公司), is a company
	listed on the Shenzhen Stock Exchange and is directly owned as
	to 19% by OCT Group

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“Konka Group	Chengdu branch office of Konka Group (康佳集團股份有限公司
Chengdu Branch”	成都分公司)
“LED Equipment,	the provision of supply of LED displays, television sets and other
Television and Other	electronic products to Chengdu OCT, its subsidiaries and branches
Electronic Products	from time to time and the installation and maintenance services
and Service”
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“New Property	a long-term property services framework agreement dated 11
Management Agreement”	December 2013 entered into between OCT Shanghai Land and
	OCT Property Service Shanghai Branch for a term of three years
	with effect from 1 January 2014 and ending on 31 December 2016
“OCT City Inn”	Shenzhen Overseas Chinese Town City Inn Company Limited (深
	圳市華僑城城市客棧有限公司), a company established in the
	PRC and wholly-owned by OCT Ltd.
“OCT City Inn Chengdu	Chengdu branch office of OCT City Inn (深圳市華僑城城市客棧
Branch”	有限公司成都分公司)
“OCT City Inn Chengdu	Chengdu Shaxi Line branch office of OCT City Inn (深圳市華僑
Shaxi Line Branch”	城城市客棧有限公司成都沙西線分公司)
“OCT Culture”	OCT Culture Tourism and Technology Co., Ltd (深圳華僑城文化
	旅遊科技有限公司), a company established in the PRC and is a
	non-wholly owned subsidiary of OCT Ltd.
“OCT Electricity”	Shenzhen Overseas Chinese Town Water and Electricity Company
	Limited (深圳華僑城水電有限公司), a company established in
	the PRC and wholly-owned by OCT Ltd.
“OCT Electricity	Chengdu branch office of OCT Electricity (深圳華僑城水電有限
Chengdu Branch”	公司成都分公司)
“OCT Group”	Overseas Chinese Town Enterprises Company (華僑城集團公司),
	a PRC state-owned company established in the PRC and is 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.

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• “OCT Hake” Shenzhen OCT Hake Culture Company Limited (深圳華僑城 哈克文化有限公司), a company established in the PRC and wholly-owned by OCT Ltd.

• “OCT Hake Chengdu Branch” Chengdu branch office of OCT Hake (深圳華僑城哈克文化有限 公司成都分公司)

• “OCT International Media” Shenzhen Overseas Chinese Town International Media and Performance Company Limited (深圳華僑城國際傳媒演藝有限 公司), a company established in the PRC and owned as to 80% by OCT Ltd. and as to 10% each by Chengdu OCT and Shanghai OCT Investment and Development Company Limited (上海華僑 城投資發展有限公司), respectively

• “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

• “OCT Property Service” Shenzhen Overseas Chinese Town Property Service Company Limited (深圳市華僑城物業服務有限公司), an indirect wholly-owned subsidiary of OCT Ltd.

• “OCT Property Service Chengdu branch office of OCT Property Service (深圳市華僑城 Chengdu Branch” 物業服務有限公司成都分公司) “OCT Property Service Shanghai branch office of OCT Property Service (深圳市華僑城 Shanghai Branch” 物業服務有限公司上海分公司) “OCT Shanghai Land” Overseas Chinese Town (Shanghai) Land Company Limited (華 僑城（上海）置地有限公司), a company established in the PRC with limited liability and a non-wholly owned subsidiary of the Company

• “Pacific Climax” Pacific Climax Limited, a company incorporated in the British Virgin Islands with limited liability, is the Controlling Shareholder and is wholly-owned by OCT (HK)

• “PRC” the People’s republic of China, excluding, for the purpose of this announcement only, Hong Kong, the Macau Special Administrative Region and Taiwan

• “Property Management a long-term property management framework agreement dated Framework Agreement” 11 December 2013 entered into between Chengdu OCT and OCT Property Service Chengdu Branch for a term of three years with effect from 1 January 2014 and ending on 31 December 2016

• “Remuneration Committee” remuneration committee of the Company

• “RMB” Renminbi, the lawful currency of the PRC

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“Shareholder(s)” holders of the shares of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited “Theme Park” a theme park in Chengdu owned and operated by Chengdu OCT “Theme Show Framework a performance co-operation framework agreement dated Agreement” 11 December 2013 entered into between Chengdu OCT and OCT International Media for a term of three years with effect from 1 January 2014 and ending on 31 December 2016

In this announcement, the English names of the PRC entities or enterprises are translation of their Chinese names. In the event of any inconsistency, the Chinese names shall prevail.

By order of the Board Overseas Chinese Town (Asia) Holdings Limited Wang Xiao Wen Chairman

Hong Kong, 11 December 2013

As at the date of this announcement, the Board comprises seven directors, namely: Ms. Wang Xiaowen, Ms. Xie Mei and Mr. Yang Jie as executive Directors; Mr. Zhou Ping as non-executive Director; Mr. Lu Gong, Ms. Wong Wai Ling and Professor Lam Sing Kwong Simon as independent non-executive Directors.

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