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

Jun 10, 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.

==> picture [236 x 59] intentionally omitted <==

Overseas Chinese Town (Asia) Holdings Limited 華僑城（亞洲）控股有限公司

(incorporated in Cayman Islands with limited liability)

(Stock Code: 3366)

ANNOUNCEMENT

PRICE SENSITIVE INFORMATION AND RESUMPTION OF TRADING

This announcement is made pursuant to Rule 13.09(1) of the Listing Rules.

The Company has been informed that OCT Group entered into the State-assets Transfer Agreement on 6 June 2008 with OCT Holding, pursuant to which OCT Group conditionally agrees to sell, and OCT Holding conditionally agrees to purchase, inter alia, the entire issued share capital of OCT HK.

Upon completion of the proposed acquisitions under the State-assets Transfer Agreement, OCT Holding will become the sole beneficial owner of all the issued share capital of OCT HK, who (1) holds the entire issued share capital of Pacific Climax, which is the beneficial owner of an aggregate of 160,370,000 Shares, representing approximately 63.69% of the existing issued share capital of the Company as at the date of this announcement; and (2) has entered into the Share Transfer Agreement with the Company pursuant to which the Company may issue to it not more than 50,000,000 Shares as part of the consideration upon completion of the Share Transfer Agreement.

At the request of the Company, trading in the Shares on the Stock Exchange was suspended with effect from 9:30 a.m. on 10 June 2008 pending the release of this announcement. An application has been made by the Company to the Stock Exchange for the resumption of trading in the Shares with effect from 9:30 a.m. on Wednesday, 11 June 2008.

The board (the “Board”) of directors (the “Directors”) of Overseas Chinese Town (Asia) Holdings Limited (the “Company”) wish to inform its shareholders and the public that the Company has been informed that 華僑城集團公司 (Overseas Chinese Town Enterprises Co. Ltd.) (“OCT Group”) entered into a state-assets transfer agreement (the “State-assets Transfer Agreement”) on 6 June 2008 with 深圳華僑城控股股份有限公司 (Shenzhen OCT Holding Co., Ltd.) (“OCT Holding”), pursuant to which OCT Group conditionally agrees to sell, and OCT Holding conditionally agrees to purchase, inter alia, the entire issued share capital of Overseas Chinese Town (HK) Company Limited (“OCT HK”).

1

OCT Group is a state-owned company incorporated in the People’s Republic of China (the “PRC”) and beneficially holds the entire issued share capital of OCT HK. OCT HK (1) holds the entire issued share capital of Pacific Climax Limited (“Pacific Climax”), which is the beneficial owner of an aggregate of 160,370,000 shares of the Company (“Shares”), representing approximately 63.69% of the existing issued share capital of the Company as at the date of this announcement; and (2) entered into a share transfer agreement (the “Share Transfer Agreement”) with the Company on 2 June 2008 (as amended and supplemented by a supplemental agreement dated 4 June 2008) pursuant to which the Company may issue to OCT HK not more than 50,000,000 Shares as part of the consideration upon completion of the Share Transfer Agreement. Details of the Share Transfer Agreement had been disclosed in an announcement of the Company dated 4 June 2008.

OCT Holding is a company incorporated in the PRC, the shares of which are listed on the Shenzhen Stock Exchange. As at the date of this announcement, OCT Group holds 1,250,292,696 shares of OCT Holding, representing approximately 47.70% of the issued share capital of OCT Holding. As advised by OCT Group, the assets and liabilities and financial results of OCT Holding would be consolidated in the financial statements of OCT Group and OCT Holding is a subsidiary of OCT Group.

As advised by OCT Group, OCT Group is a state-owned company which is principally engaged in hotel development and operation, real estate development, tourism operations and paper packaging in the PRC. The State-assets Transfer Agreement is an internal restructuring pursuant to which OCT Group can consolidate its major assets, including but not limited to the hotel, real estate, tourism and paper packaging operations under the management of OCT Holding. The Company’s business operation is one of the operations which OCT Group wishes to transfer to OCT Holding so that it can be managed by OCT Holding.

Completion of the acquisitions under the State-assets Transfer Agreement is subject to a number of conditions precedent, including (but not limited to) the proposed acquisitions under the Stateassets Transfer Agreement have been granted approval or given consent by other governmental authorities.

Upon completion of the proposed acquisitions under the State-assets Transfer Agreement, OCT Holding will become the sole beneficial owner of all the issued share capital of OCT HK, who (1) holds the entire issued share capital of Pacific Climax, which is the beneficial owner of an aggregate of 160,370,000 Shares, representing approximately 63.69% of the existing issued share capital of the Company as at the date of this announcement; and (2) entered into the Share Transfer Agreement pursuant to which the Company may issue to OCT HK not more than 50,000,000 Shares as part of the consideration upon completion of the Share Transfer Agreement. Pacific Climax will remain as a wholly owned company of OCT HK, and there will not be any change of shareholding of Pacific Climax in the Company as a consequence to the completion of the proposed acquisitions under the State-assets Transfer Agreement.

Pursuant to the Code on Takeovers and Mergers (the “Takeovers Code”), the acquisition of the entire issued share capital of OCT HK by OCT Holding will give rise to an obligation for OCT Holding to make a mandatory general offer for all the Shares (not already owned by OCT Holding and its concert parties) under Rule 26 of the Takeovers Code. OCT Holding has applied to, and has been granted by, the Executive Director of the Corporate Finance Division of the Securities and Futures Commission of Hong Kong (“the Executive”) for a waiver from its obligation for making a mandatory general offer for the Company under Rule 26 of the Takeovers Code pursuant to Note 6(a) to Rule 26.1 of the Takeovers Code. OCT Group has undertaken to the Executive that it will not dispose of any shares it owned in OCT Holding to any third party within 1 year from 5 June 2008.

2

The Company will pay close attention to the progress of the related matters and will timely fulfill its obligation for information disclosure in accordance with the Rules Governing the Listing of Securities (the “Listing Rules”) on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”).

At the request of the Company, trading in the Shares on the Stock Exchange was suspended with effect from 9:30 a.m. on 10 June 2008 pending the release of this announcement. An application has been made by the Company to the Stock Exchange for the resumption of trading in the Shares with effect from 9:30 a.m. on Wednesday, 11 June 2008.

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

Hong Kong, 10 June 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.

If there is any inconsistency between the Chinese names of PRC entities, departments, facilities or titles mentioned in this announcement and their English translation, the Chinese version shall prevail.

3