RemeGen Co., Ltd. — Capital/Financing Update 2009

Sep 15, 2009

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)

DISCLOSEABLE AND CONNECTED TRANSACTION FORMATION OF JOINT VENTURE COMPANY

JOINT VENTURE AGREEMENT

On 14 September 2009, OCT Properties and Bantix, a wholly-owned subsidiary of the Company, entered into the Joint Venture Agreement to establish OCT Xi’an, a Sino-foreign equity joint venture enterprise. It is intended that OCT Xi’an will be principally engaged in property development business in Xi’an, the PRC. OCT Properties will hold 75% of the equity interest of OCT Xi’an, and Bantix will hold the remaining 25% equity interest of OCT Xi’an. The total registered capital of OCT Xi’an will be RMB100,000,000, to which OCT Properties and Bantix will contribute RMB75,000,000 and RMB25,000,000 in cash, respectively.

The formation of OCT Xi’an is agreed by both parties after arm’s length negotiations.

LISTING RULES IMPLICATIONS

OCT Group is the holding company of OCT HK. OCT HK is the holding company of Pacific Climax, which is the controlling shareholder of the Company. OCT Properties is a non-wholly owned subsidiary of OCT Group. Hence, OCT Properties is a connected person of the Company within the meaning of Chapter 14A of the Listing Rules. The entering into the Joint Venture Agreement constitutes a connected transaction of the Company and is subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

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As the applicable percentage ratios of the Joint Venture Agreement exceed 5% but less than 25%, the transaction contemplated under the Joint Venture Agreement also constitutes a discloseable transaction of the Company.

A circular containing details of the Joint Venture Agreement, the advice from the independent board committee and the advice from the independent financial adviser to the independent board committee and independent shareholders of the Company, together with the notice convening the extraordinary general meeting will be dispatched to the Shareholders as soon as practicable. Pacific Climax and its associates will abstain from voting at the aforesaid extraordinary general meeting.

THE JOINT VENTURE AGREEMENT

Date: 14 September 2009

• Parties: (1) OCT Properties

• (2) Bantix, a wholly-owned subsidiary of the Company

Scope of Business of OCT Xi’an

It is intended that OCT Xi’an will be principally engaged in property development business in Xi’an, the PRC. Its proposed scope of business includes the development and operation of tourist facilities; property development for sale or lease; management of restaurant and entertainment; organization of cultural activities; and garden design. As OCT Xi’an is not yet established, it has not committed to any specific project.

Registered Capital

The total investment amount of OCT Xi’an will be RMB200,000,000. The registered capital of OCT Xi’an will be RMB100,000,000, to which OCT Properties and Bantix will contribute RMB75,000,000 and RMB25,000,000 in cash, respectively. As at the date hereof, OCT Xi’an is not yet incorporated. Upon the establishment of OCT Xi’an, OCT Properties will hold 75% of the equity interest of OCT Xi’an, and Bantix will hold the remaining 25% equity interest of OCT Xi’an. The total capital commitment (whether equity, loan or otherwise) of the Company in OCT Xi’an will not exceed RMB50,000,000.

The amounts of contribution to be made by OCT Properties and Bantix were determined on the basis of their share of registered capital in OCT Xi’an.

It was agreed that the respective contributions by OCT Properties and Bantix shall be paid under one payment by each of the parties within 90 days from the date of issue of the business licence of OCT Xi’an.

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The Directors intends to finance the cash contribution of RMB25,000,000 by internal resources of the Group.

Having regard to the overall benefit of the joint venture arrangement to the Group, the Directors consider that the proportion of capital commitments and shareholdings in OCT Xi’an held by the respective parties are fair and reasonable and in the interest of the Company and the Shareholders as a whole.

Conditions precedent of the Joint Venture Agreement

The Joint Venture Agreement is conditional upon (1) the Company having complied with the approval procedures as set out in the Listing Rules; and (2) the Joint Venture Agreement being approved by the board of directors of OCT Properties and Bantix and the Ministry of Commerce of the PRC or such approval authority as delegated by the Ministry of Commerce of the PRC.

Board Composition of OCT Xi’an

The board of OCT Xi’an shall comprise 3 directors, of which 2 directors will be appointed by OCT Properties and 1 director will be appointed by Bantix. The chairman of the board of directors of OCT Xi’an will be appointed by OCT Properties. Hence, Bantix will not have control of the board of directors of OCT Xi’an.

After the establishment of OCT Xi’an, it will be an associate of the Company.

Profit and Loss Sharing

The profit and loss of OCT Xi’an will be shared by OCT Properties and Bantix in proportion to their respective contribution to the share capital in OCT Xi’an.

Term

OCT Xi’an shall have a term for a fixed period of 30 (thirty) years and renewable upon mutual agreement between the parties and the approval of the board of directors of OCT Xi’an.

Pre-emptive rights

If each of OCT Properties and Bantix wishes to dispose of their respective equity interests in OCT Xi’an, OCT Properties and Bantix shall be entitled to pre-emptive rights to acquire any equity interest proposed to be disposed of by the other party during the term of the Joint Venture Agreement.

Each of OCT Properties and Bantix shall not pledge or mortgage their equity interest in OCT Xi’an without consent from the other party.

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REASONS FOR AND BENEFIT OF ENTERING INTO THE JOINT VENTURE AGREEMENT

The Directors believe that the Joint Venture Agreement presents an excellent opportunity to the Group in investing in the property market of Xi’an, the PRC, which the Directors consider having great potential for development in the future.

The terms of the Joint Venture Agreement were agreed after arm’s length negotiation.

INFORMATION OF THE GROUP

The Group is principally engaged in the manufacture of quality paper-based packaging containers and materials, including corrugated paperboard and printed cartons for customers.

INFORMATION OF OCT PROPERTIES

OCT Properties is a non-wholly owned subsidiary of OCT Group. OCT Group is the ultimate shareholder of 100% interest in OCT HK (OCT HK owns 100% equity interest in Pacific Climax, which is the controlling shareholder of the Company). OCT Properties is a connected person to the Company within the meaning of the Listing Rules. OCT Properties is principally engaged in properties investment and development business.

INFORMATION OF BANTIX

Bantix is an investment holding company. OCT Investments, a directly wholly-owned subsidiary of the Company, holds the entire interest in Bantix.

LISTING RULES IMPLICATIONS

OCT Group is the holding company of OCT HK. OCT HK is the holding company of Pacific Climax, which is the controlling shareholder of the Company. OCT Properties is a non-wholly owned subsidiary of OCT Group. Hence, OCT Properties is a connected person of the Company within the meaning of Chapter 14A of the Listing Rules. The entering into the Joint Venture Agreement constitutes a connected transaction of the Company and is subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

As the applicable percentage ratios of the Joint Venture Agreement exceed 5% but less than 25%, the transaction contemplated under the Joint Venture Agreement also constitutes a discloseable transaction of the Company.

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A circular containing details of the Joint Venture Agreement, the advice from the independent board committee and the advice from the independent financial adviser to the independent board committee and independent shareholders of the Company, together with the notice convening the extraordinary general meeting will be dispatched to the Shareholders as soon as practicable. Pacific Climax and its associates will abstain from voting at the aforesaid extraordinary general meeting.

DEFINITIONS

In this announcement, the following expressions shall have the meanings set out below unless the context requires otherwise:

“associates”	has the same meaning as ascribed thereto in the Listing Rules
“Bantix”	Bantix International Limited, a company incorporated in Hong Kong
	on 11 October 2007, is an indirect wholly owned subsidiary of the
	Company
“Board”	the board of Directors
“Company”	Overseas Chinese Town (Asia) Holdings Limited, 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 as ascribed thereto under the Listing Rules
“Director(s)”	the director(s) of the Company
“Group”	the Company and its subsidiaries
“Independent Shareholders”	Shareholders other than Pacific Climax and its associates
“Joint Venture	the joint venture agreement entered into between OCT Properties
Agreement”	and Bantix on 14 September 2009
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“OCT Group”	華僑城集團公司(Overseas Chinese Town Enterprises Company),
	a company incorporated in the PRC and is the holding company of
	OCT HK

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• “OCT HK” Overseas Chinese Town (HK) Company Limited (香港華僑城有限 公司), a company incorporated in Hong Kong on 31 October 1997 and the holding company of Pacific Climax, which is the controlling Shareholder

• “OCT Investments” OCT Investments Limited, a company incorporated in the British Virgin Islands and a wholly owned subsidiary of the Company

• “OCT Properties” 深圳華僑城房地產有限公司 (Overseas Chinese Town Real Estate Company Limited), a non-wholly-owned subsidiary of OCT Group

• “OCT Xi’an” Overseas Chinese Town (Xi’an) Industry Company Limited (西安 華僑城實業有限公司), a Sino-foreign equity joint venture company proposed to be established in the PRC by OCT Properties as to 75% and by Bantix as to 25% under the Joint Venture Agreement

• “Pacific Climax” Pacific Climax Limited, a company incorporated in the British Virgin Islands with limited liability, the controlling Shareholder which held 196,620,000 Shares, representing 67.86% of the existing issued share capital of the Company as at the date of this announcement. The entire issued share capital of the Pacific Climax is wholly owned by OCT HK

• “RMB” Renminbi, the lawful currency of the PRC “PRC” the People’s Republic of China “Shareholders” the shareholder(s) of the Company from time to time “Stock Exchange” The Stock Exchange of Hong Kong Limited By order of the Board

• Overseas Chinese Town (Asia) Holdings Limited Hou Songrong Chairman

Hong Kong, 15 September 2009

As at the date of this announcement, the Board comprises eight Directors, namely: Mr. Hou Songrong, Mr. Ni Zheng, Ms. Xie Mei and Mr. Zhou Guangneng as executive Directors; Mr. Zheng Fan as nonexecutive Director; Ms. Wong Wai Ling, Mr. Xu Jian and Mr. Lam Sing Kwong Simon as independent non-executive Directors.

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