RemeGen Co., Ltd. — Capital/Financing Update 2008

Nov 25, 2008

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims 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: 3366)

MAJOR AND CONNECTED TRANSACTION

ACQUISITION OF 51% EQUITY INTEREST AND THE SHAREHOLDER’S LOAN IN OCT INVESTMENTS LIMITED

Reference is made to (i) the announcement of the Company dated 4 June 2008 in relation to the Acquisition; (ii) the circular of the Company dated 24 June 2008 in relation to the Acquisition; and (iii) the announcement of the Company dated 10 July 2008 in relation to the poll results of the extraordinary general meeting held on 10 July 2008. The Board wish to announce that, after considering the issued share capital of the Company to be held by the public will be less than 25% immediately upon the issue of the 50 million Consideration Shares under the Share Transfer Agreement, the Company and the Vendor (i.e. Overseas Chinese Town (HK) Company Limited (“OCT (HK)”)) agreed that the consideration of the Acquisition of HK$170 million shall be satisfied with a cash consideration of HK$83 million and the issue and allotment of 36.25 million Consideration Shares by the Company to the Vendor (or its nominee(s)).

The cash consideration of HK$83 million shall be satisfied by way of a shareholder’s loan from the controlling shareholder of the Company, OCT (HK) (also being the Vendor). Pursuant to Rule 14A.65 (4) of the Listing Rules, as the provision of shareholder’s loan is beneficial to the Company and that the terms of the shareholder’s loan is on normal commercial terms (or better to the Company), and without security over the assets of the Company, the provision of the shareholder’s loan shall be exempted from reporting, announcement and independent shareholders’ approval.

INTRODUCTION

Reference is made to (i) the announcement of the Company dated 4 June 2008 in relation to the Acquisition; (ii) the circular of the Company dated 24 June 2008 in relation to the Acquisition (the “ Circular ”); and (iii) the announcement of the Company dated 10 July 2008 in relation to the poll results of the extraordinary general meeting held on 10 July 2008. Terms defined in this announcement shall have the same meanings as those defined in the Circular, unless the context requires otherwise.

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As stated in the Circular and pursuant to the Share Transfer Agreement (as amended and supplemented by the Supplemental Agreement), the consideration for the Acquisition of HK$170 million shall be satisfied as below:

• (i) HK$50 million shall be payable by the Company to the Vendor in cash; and

• (ii) HK$120 million shall be satisfied by the Company to issue and allot 50 million Consideration Shares to the Vendor (or its nominee(s)).

If the issued share capital of the Company held by the public is less than 25% immediately upon the issue of the 50 million Consideration Shares, the Vendor agreed that the consideration of HK$170 million will instead be satisfied as follow:

• (i) HK$83 million shall be payable by the Company to the Vendor in cash; and

• (ii) HK$87 million shall be satisfied by the Company to issue and allot 36.25 million Consideration Shares to the Vendor (or its nominee(s)).

The Board wish to announce that, after considering the issued share capital of the Company to be held by the public will be less than 25% immediately upon the issue of the 50 million Consideration Shares under the Share Transfer Agreement, the Company and the Vendor (i.e. Overseas Chinese Town (HK) Company Limited (“OCT (HK)”)) agreed that the consideration of the Acquisition of HK$170 million shall be satisfied with a cash consideration of HK$83 million and the issue and allotment of 36.25 million Consideration Shares by the Company to the Vendor (or its nominee(s)).

The cash consideration of HK$83 million shall be satisfied by way of a shareholder’s loan from the controlling shareholder of the Company, OCT (HK) (also being the Vendor). The shareholder’s loan shall be for a term of two years starting from the date of Completion. Interest will be payable every six months starting from the date of Completion, and the applicable interest rate shall be Hong Kong Interbank Offered Rate (HIBOR) on the first business day of each such six months period plus 1%. If both parties agree, the term of the shareholder’s loan may be extended or shortened, or the parties may agree for an early repayment or extension of time for the repayment of the principal or the interests incurred thereto.

As the provision of shareholder’s loan is beneficial to the Company and that the terms of the shareholder’s loan is on normal commercial terms (or better to the Company), and without security over the assets of the Company, the provision of the shareholder’s loan shall be exempted from reporting, announcement and independent shareholders’ approval pursuant to Rule 14A.65 (4) of the Listing Rules.

By order of the Board Overseas Chinese Town (Asia) Holdings Limited Zheng Fan Chairman

Hong Kong, 25 November 2008

As at the date of this announcement, the Board of the Company comprises seven Directors, namely: Mr. Zheng Fan, Mr. Ni Zheng, Ms. Xie Mei and Mr. Zhou Guangneng as executive Directors; Ms. Wong Wai Ling, Mr. Chen Xiangdong and Mr. Xiao Yongping as independent non-executive Directors.

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