RemeGen Co., Ltd. — Capital/Financing Update 2010

Sep 21, 2010

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibilities 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)

COMPLETION OF CAPITAL INCREASE AGREEMENT IN RELATION TO CHENGDU OCT

DISCLOSURE OF CONTINUING CONNECTED TRANSACTIONS PURSUANT TO RULE 14A.41 OF THE LISTING RULES

COMPLETION OF CAPITAL INCREASE AGREEMENT

Reference is made to the Announcement and circular of the Company dated 13 May 2010, in relation to, among others, the Capital Increase Agreement between Bantix, OCT Properties and OCT Ltd. to increase the registered capital of Chengdu OCT. Terms defined in the Announcement shall, unless otherwise defined, have the same meanings when used herein.

Completion of the Capital Increase Agreement took place on 21 September 2010. The Capital Injection was approved by the Independent Shareholders at the EGM of the Company held on 31 May 2010 and the Group has obtained all the necessary approvals from the PRC government authorities for the Capital Injection.

CONTINUING CONNECTED TRANSACTIONS

Following completion of the Capital Increase Agreement which took place on 21 September 2010, Chengdu OCT has become an indirect non-wholly owned subsidiary of the Company. As a result, certain ongoing arrangements between Chengdu OCT (now being a non-wholly owned subsidiary of the Company) and the connected persons of the Company entered into prior to the completion of the Capital Increase Agreement have become continuing connected transactions of the Company. Details of such arrangements are announced in this announcement pursuant to Rule 14A.41 of the Listing Rules. The Company will comply with the applicable reporting, disclosure and, if applicable, independent shareholders’ approval requirements under Chapter 14A of the Listing Rules upon any variation or renewal of these arrangements.

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I. COMPLETION OF CAPITAL INCREASE AGREEMENT

Reference is made to the announcement (the “Announcement”) and the circular of the Company dated 9 April 2010 and 13 May 2010, respectively, in relation to, among others, the Capital Increase Agreement between Bantix, OCT Properties and Shenzhen Overseas Chinese Town Co., Ltd (深圳華僑城股份有限公司) (formerly known as “Shenzhen Overseas Chinese Town Holding Company (深圳華僑城控股股份有限公司)”) (which indirectly wholly owned 100% interest in Pacific Climax, the controlling shareholder of the Company) (“OCT Ltd.”) to increase the registered capital of Chengdu OCT.

Completion of the Capital Increase Agreement took place on 21 September 2010. The Capital Increase Agreement was approved by the Independent Shareholders at the EGM of the Company held on 31 May 2010 and the Group has obtained all the necessary approvals from the government authorities.

II. CONTINUING CONNECTED TRANSACTIONS

Listing Rules Implications

Following completion of the Capital Increase Agreement which took place on 21 September 2010, Chengdu OCT has become an indirect non-wholly owned subsidiary of the Company. As a result, certain ongoing arrangements between Chengdu OCT (now being a non-wholly owned subsidiary of the Company) and the connected persons of the Company entered into prior to the completion of the Capital Increase Agreement have become continuing connected transactions of the Company. Details of such arrangements are announced in this announcement pursuant to Rule 14A.41 of the Listing Rules. The Company will comply with the applicable reporting, disclosure and, if applicable, independent shareholders’ approval requirements under Chapter 14A of the Listing Rules upon any variation or renewal of these arrangements.

Summary of the Principal Terms of the Continuing Connected Transactions

1. Contracts between Chengdu OCT and Chengdu branch office of OCT Property Management

As disclosed in the Announcement, Chengdu OCT and OCT Property Management have, from time to time, entered into property management service contracts for the Chengdu OCT Project.

OCT Property Management is an indirect wholly-owned subsidiary of OCT Ltd. (which indirectly wholly owned 100% interest in Pacific Climax, the controlling shareholder of the Company) and hence, OCT Property Management is a connected person of the Company. OCT Property Management is principally engaged in the provision of property management services.

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After Chengdu OCT becomes a non-wholly owned subsidiary of the Company upon completion of the Capital Increase Agreement, the following property management service contracts entered into between Chengdu OCT and Chengdu branch office of OCT Property Management for the provision of property management services for Chengdu OCT Project prior to Completion will constitute continuing connected transactions of the Company and their principal terms are set out as follows:–

		The Property Management Service Contracts	The Property Management Service Contracts	The Property Management Service Contracts
	20 December 2007	2 March 2010
Date	(Notes 1 and 2)	(Note 3)	26 March 2010	26 March 2010	10 June 2010	5 September 2010
Parties	(a) Chengdu OCT	(a) Chengdu OCT	(a) Chengdu OCT	(a) Chengdu OCT	(a) Chengdu OCT	(a) Chengdu OCT
	and (b) Chengdu	and (b) Chengdu	and (b) Chengdu	and (b) Chengdu	and (b) Chengdu	and (b) Chengdu
	branch office of	branch office of	branch office of	branch office of	branch office of	branch office of
	OCT Property	OCT Property	OCT Property	OCT Property	OCT Property	OCT Property
	Management	Management	Management	Management	Management	Management
Scope of	provision of property	provision of property	provision of property	provision of security	provision of	provision of property
services rendered:	maintenance,	maintenance,	maintenance,	services in Chengdu	management,	maintenance,
	cleaning,	cleaning,	cleaning,	OCT Project	maintenance and	cleaning,
	environmental and	environmental and	environmental and		greening services	environmental, bar
	security services	security services	security services		of the gardens and	and reception and
	in Chengdu OCT	in Chengdu OCT	in Chengdu OCT		parks area	security services
	Project	Project	Project (non-			in Chengdu OCT
			residential)			Project (property
						sale office and other
						ancillary areas)
Term:	From 25 December	From 16 January 2010	From 1 October 2009 to	From 1 October 2009 to	From 1 April 2010 to	From 5 September 2010
	2007 to 24	to 15 January 2011	31 December 2010	31 December 2010	31 March 2011	to 4 September 2011
	December 2010
Contract Amount:	Approximately	Approximately	Approximately	Approximately	Approximately	RMB1,925,640 of
	RMB875,000	RMB3,802,000	RMB4,240,000	RMB1,624,000	RMB382,000	which RMB113,119
						is the initial
						expenses and
						RMB1,812,521 is
						the management fees
Payment terms:	To be paid on a monthly	To be paid on a monthly	A sum of approximately	To be paid on a monthly	To be paid every quarter	A sum of RMB113,119
	basis	basis	RMB317,042 paid	basis	after effective date	being the initial
			before 28 February		of the contract in	expenses to be
			2010 and the		accordance with	paid within 10
			remaining fees and		the actual areas	days from the
			mainly paid on a		that are under the	date on which the
			quarterly basis		care of Chengdu	management staff
					branch office of	have commenced
					OCT Property	operation; and the
					Management	management fees
						to be paid quarterly
						within the 10th day
						of the next calendar
						month after end of
						each quarter

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The Property Management Service Contracts

	20 December 2007	2 March 2010
Date	(Notes 1 and 2)	(Note 3)	26 March 2010	26 March 2010	10 June 2010	5 September 2010
Estimated	Approximately	Approximately	Approximately	Approximately	Approximately	Approximately
Contract Amount	RMB800,000	RMB3,644,000	RMB3,390,000	RMB1,299,000	RMB268,000	RMB718,000
to be incurred in
2010 (Total of
approximately
RMB10,119,000)
Estimated	Not applicable	Approximately	Not applicable	Not applicable	Approximately	Approximately
Contract Amount		RMB159,000			RMB114,000	RMB1,207,640
to be incurred in
2011 (Total of
approximately
RMB1,482,000)
Estimated	Approximately	Approximately	Approximately	Approximately	Approximately	Approximately
Contract Amount	RMB500,000	RMB1,427,000	RMB1,003,000	RMB433,000	RMB254,000	RMB1,925,640
to be incurred
upon Chengdu
OCT becoming
a non-wholly
owned
subsidiary of the
Company from
21 September
2010 (Total of
approximately
RMB5,540,640)

Note:

1. Chengdu OCT and Chengdu branch office of OCT Property Management have entered into a supplemental agreement on 27 December 2007, pursuant to which the parties agreed that, since the Residential Property Project would be completed in phases, Chengdu OCT has the right to propose changes to the management fee according to then market situation before commencement of sale of each phase of the Residential Property Project .

2. Chengdu OCT and Chengdu branch office of OCT Property Management have entered into a supplemental agreement on 6 July 2010, pursuant to which the management fee was revised according to the type of properties.

3. Chengdu OCT and Chengdu branch office of OCT Property Management have entered into an agreement on 25 December 2007, pursuant to which Chengdu branch office of OCT Property Management agreed to provide property maintenance, cleaning, environmental and security services in Chengdu OCT Project for the proposed period between 20 December 2007 and 19 December 2010. Details of the agreed terms and conditions of the services are set out in the property management services contracts entered between Chengdu OCT and Chengdu branch office of OCT Property Management on 2 March 2010 and 24 December 2008. The property management service contract dated 24 December 2008 has expired.

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The estimated aggregate annual caps for the above continuing connected transactions will be approximately RMB4,062,000 and approximately RMB1,480,000 for the four months ending 31 December 2010 and for the financial year ending 31 December 2011.

The considerations of the above property management service contracts were determined with reference to the prevailing market rates of similar services in Chengdu, PRC.

Some of the above property management service contracts have taken retrospective effect as OCT Property Management has started work before a written contract has been concluded and signed. As OCT Property Management has been engaged in the provision of property management services for many years and thus have the necessary expertise, the Directors consider that it is in the interest of Chengdu OCT to engage OCT Property Management to provide property management services under the above property management service contracts. The Directors (including the independent non-executive Directors) are of the view that the terms of the above property management service contracts are fair and reasonable so far as the Shareholders are concerned and that the above property management service contracts are on normal commercial terms and are in the interest of the Company and the Shareholders as a whole. The Directors confirm that no Director has a material interest in the transactions contemplated under the above property management service contracts.

2. Contracts between Chengdu OCT Happy Valley Branch and OCT International Media

A branch office of Chengdu OCT, namely 成都天府華僑城實業發展有限公司歡樂谷旅 遊分公司 (Happy Valley branch office of Chengdu Tianfu OCT Industry Development Company Limited) (“Chengdu OCT Happy Valley Branch”) has entered into a cooperation contract (the “Cooperation Contract”) with 深圳華僑城國際傳媒演藝有限公司 (Shenzhen Overseas Chinese Town International Media and Performance Company Limited) (“OCT International Media”) on 23 March 2010 and a service contract (the “Theme Show Contract”) with OCT International Media on 24 August 2010.

OCT International Media is beneficially owned as to 70% by OCT Ltd. and as to 10% each by Chengdu OCT, 上海華僑城投資發展有限公司 (Shanghai OCT Investment and Development Company Limited) and 深圳世界之窗有限公司 (Shenzhen Window of the World Company Limited) respectively and hence, OCT International Media is a connected person of the Company.

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After Chengdu OCT becomes a non-wholly owned subsidiary of the Company upon completion of the Capital Increase Agreement, the Cooperation Contract and the Theme Show Contract will constitute continuing connected transactions of the Company and their principal terms are set out as follows:–

Cooperation Contract Theme Show Contract Date: 23 March 2010 24 August 2010 Parties: Chengdu OCT Happy Valley Branch and Chengdu OCT Happy Valley Branch and OCT International Media OCT International Media Scope of services: OCT International Media agrees to provide OCT International Media agrees to provide consultancy services to Chengdu OCT Happy production, design and overall planning Valley Branch for the parades (the “parades”) services to Chengdu OCT Happy Valley to be performed at the theme park (the “Theme Branch for a theme show project (the “Theme Park”) owned by Chengdu OCT, design and Show”) to be performed at the theatre (the provision of the props and costumes to be “Theatre”) located at the Theme Park used in the parades and provision of the show cars to be used in the parades Term: OCT International Media should complete From the date of the Theme Show Contract the work before 30 April 2010, such up to completion of the Theme Show, which work should pass the examination process is expected to be performed in the first conducted by Chengdu OCT Happy Valley quarter in 2011 Branch and the after service guarantee period shall be one year or eight months (as the case may be) after the work had been passed the examination process conducted by Chengdu OCT Happy Valley Branch

OCT International Media agrees to provide production, design and overall planning services to Chengdu OCT Happy Valley Branch for a theme show project (the “Theme Show”) to be performed at the theatre (the “Theatre”) located at the Theme Park

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Contract Amount: Under the Cooperation Contract, the aggregate contract amount of RMB3,830,000 (the “Cooperation Contract Fee”) shall be paid by Chengdu OCT Happy Valley Branch to OCT International Media in accordance with the following schedule:

• (1) Chengdu OCT Happy Valley Branch had paid RMB200,000 to OCT International Media before the signing of the Cooperation Contract under a consultancy service agreement for parades in January 2010;

• (2) Within 10 working days after signing of the Cooperation Contract and upon completion of the design proposal of the show cars to be used in the parades and obtaining written approval of Chengdu OCT Happy Valley Branch in April, 2010, Chengdu OCT Happy Valley Branch shall pay RMB1,089,000 out of the Cooperation Contract Fee to OCT International Media;

• (3) Within 10 working days after signing of the Cooperation Contract and upon completion of the design proposal of the costumes to be used in the parades in April, 2010, Chengdu OCT Happy Valley Branch shall pay RMB544,500 out of the Cooperation Contract Fee to OCT International Media;

Under the Theme Show Contract, the aggregate contract amount of RMB6,280,000 (the “Theme Show Contract Fee”) shall be paid by Chengdu OCT Happy Valley Branch to OCT International Media in accordance with the following schedule:

• (1) Chengdu OCT Happy Valley Branch and OCT International Media had entered into a consultancy service agreement for a theme show for the Theatre in February 2010 and the consideration of RMB1,000,000 paid thereunder by Chengdu OCT Happy Valley Branch to OCT International Media shall be deemed to be the deposit of RMB1,000,000 out of the Theme Show Contract Fee;

• (2) Within 10 working days after completion of the design proposal for the Theme Show and at the rehearsal stage in around August 2010, Chengdu OCT Happy Valley Branch shall pay RMB2,112,000 out of the Theme Show Contract Fee to OCT International Media;

• (3) Within 10 working days after completion of the rehearsal, Chengdu OCT Happy Valley Branch shall pay RMB2,112,000 out of the Theme Show Contract Fee to OCT International Media;

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• (4) After completion of the rehearsal of the show cars to be used in the parades and obtaining written approval of Chengdu OCT Happy Valley Branch on the examination of the rehearsal in April, 2010, Chengdu OCT Happy Valley Branch shall pay RMB544,500 out of the Cooperation Contract Fee to OCT International Media;

• (4)

• Within 10 working days after the Theme Show is performed, Chengdu OCT Happy Valley Branch shall pay the remaining RMB1,056,000 out of the Theme Show Contract Fee to OCT International Media.

• (5) After the start of the rehearsal of the actors participating in the parades and obtaining written approval of Chengdu OCT Happy Valley Branch in April, 2010, Chengdu OCT Happy Valley Branch shall pay RMB544,500 out of the Cooperation Contract Fee to OCT International Media;

• (6) After completion of the dress rehearsal of the show cars to be used in the parades and actors participating in the parades and completion of the examination by Chengdu OCT Happy Valley Branch in August, 2010, Chengdu OCT Happy Valley Branch shall pay RMB471,900 out of the Cooperation Contract Fee to OCT International Media;

• (7) One year after completion of the examination of the show cars and costumes to be used in the parades in July 2010. Chengdu OCT Happy Valley Branch shall pay the remaining RMB435,600 out of the Cooperation Contract Fee to OCT International Media.

Expected Contract Approximately RMB3,395,000 Amount to be incurred in 2010: (Total of approximately RMB8,619,000)

Approximately RMB5,224,000

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The estimated aggregate annual caps of the continuing connected transactions for the Cooperation Contract and the Theme Show Contract will be approximately RMB4,224,000 and approximately RMB1,492,000 for the four months ending 31 December 2010 and for the financial year ending 31 December 2011.

The considerations of the Cooperation Contract and the Theme Show Contract were determined with reference to the prevailing market rates of similar services in Chengdu, PRC.

Chengdu OCT Happy Valley Branch is responsible for the management of the Theme Park.

OCT International Media has been principally engaged in, among others, the production of television entertainment, theme project and animation video clips for many years and thus have the necessary expertise, the Directors consider that it is in the interest of Chengdu OCT Happy Valley Branch to enter into the Cooperation Contract and the Theme Show Contract. The Directors (including the independent non-executive Directors) are of the view that the terms of the Cooperation Contract and the Theme Show Contract are fair and reasonable so far as the Shareholders are concerned and that the Cooperation Contract and the Theme Show Contract are on normal commercial terms and in the interest of the Company and the Shareholders as a whole. The Directors confirm that no Director has a material interest in the transactions contemplated under the Cooperation Contract and the Theme Show Contract.

3. Contract between Chengdu OCT and OCT International Hotel Management

Chengdu OCT has entered into a consultancy service contract (the “Hotel Consultancy Service Contract”) with 深圳市華僑城國際酒店管理有限公司 (Shenzhen Overseas Chinese Town International Hotel Management Company Limited) (“OCT International Hotel Management”) on 10 May 2010, details of the Hotel Consultancy Service Contract are as follows:–

Parties:

Chengdu OCT and OCT International Hotel Management

OCT International Hotel Management is indirectly and beneficially wholly-owned by OCT Ltd.. Therefore, OCT International Hotel Management is a connected person of the Company.

Scope of services OCT International Hotel Management agrees to provide rendered: consultancy services to Chengdu OCT for the building and renovation of a five-star hotel to be constructed at Chengdu Happy Valley owned by Chengdu OCT in relation to the Chengdu OCT Project (the “Hotel”).

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Term:

From the date of payment of the consideration pursuant to the Hotel Consultancy Service Contract up to the opening date of the Hotel, which is expected to be taken place in December 2012

Contract Amount:

• Under the Hotel Consultancy Service Contract, a consideration of RMB1,000,000 (the “Consultation Fee”) should be paid in full by Chengdu OCT to OCT International Hotel Management within 15 business days upon signing of the Hotel Consultancy Service Contract by the parties. Chengdu OCT shall reimburse OCT International Hotel Management for any travelling expenses incurred by OCT International Hotel Management if such trips are requested by Chengdu OCT. The Consultation Fee was paid in full by Chengdu OCT to OCT International Hotel Management on 12 June 2010.

Under the Hotel Consultancy Service Contract, it was agreed that the Hotel, after completion, will be managed by OCT International Hotel Management, subject to the execution of a formal hotel management contract. The Company will comply with the applicable requirements under the Listing Rules if and when a formal hotel management contract is signed.

The consideration of the Hotel Consultancy Service Contract was determined with reference to the prevailing market rate of similar services in Chengdu, PRC.

As OCT International Hotel Management has been engaged in the provision of hotel management and consultation, hotel exploitation and operation services for many years and thus have the necessary expertise, the Directors consider that it is in the interest of Chengdu OCT to engage OCT International Hotel Management to provide consultancy services under the Hotel Consultancy Service Contract. The Directors (including the independent non-executive Directors) are of the view that the terms of the Hotel Consultancy Service Contract are fair and reasonable so far as the Shareholders are concerned and that the Hotel Consultancy Service Contract is on normal commercial terms and is in the interest of the Company and the Shareholders as a whole. The Directors confirm that no Director has a material interest in the transactions contemplated under the Hotel Consultancy Service Contract.

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4. Tenancy Agreement between Chengdu OCT and OCT City Inn

Chengdu OCT has entered into a tenancy agreement (the “Tenancy”) with 深圳市華僑城 城市客棧有限公司 (Shenzhen Overseas Chinese Town City Inn Company Limited) (“OCT City Inn”) on 12 December 2008, details of the Tenancy are as follows:–

Parties:

Chengdu OCT and OCT City Inn

OCT City Inn is indirectly and beneficially wholly-owned by OCT Ltd.. Therefore, OCT City Inn is a connected person of the Company.

• Scope of services Chengdu OCT agrees to lease to OCT City Inn certain premises rendered: located in Jinniu District, Chengdu, Sichuan Province, the PRC, owned by Chengdu OCT with a total gross floor area of approximately 6,763.56 sq.m. (the “Premises”) for the operation of an inn (the “Inn”)

• Term: 15 years from the second day of the date of vacant possession of the Premises i.e. 1 January 2009

Rent-free Period:

• 7 months from the date of vacant possession i.e. 1 January 2009

• Contract Amount: Under the Tenancy, OCT City Inn has to pay to Chengdu OCT deposit and rentals in accordance with the following schedule:–

• (1) a deposit in the sum of RMB500,000 to Chengdu OCT on the date of signing of the Tenancy;

• (2) for the two years from the next day of the end of Rentfree Period (the “2-year Period”): 40% of the net profit of OCT City Inn from the operation of the Inn of the previous month payable before the 15th day of each month;

• (3) for the five years from the end of the 2-year Period (the “5year Period”): 25% of the revenue of OCT City Inn from the operation of the Inn of the previous month payable before the 15th day of each month; and

• (4) for the eight years from the end of the 5-year Period: 28% of the revenue of OCT City Inn from the operation of the Inn of the previous month payable before the 15th day of each month.

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Expected Contract Amount to be incurred in 2010:

Approximately RMB475,000

The estimated aggregate annual cap for the above continuing connected transaction will be approximately RMB205,000 for the four months ending 31 December 2010. It is expected that new lease of the Premises for a term of 3 years commencing from 1 January 2011 will be entered into between Chengdu OCT and OCT City Inn (subject to further negociation with the counterparty) upon which the Tenancy will be terminated, and the Company will comply with the relevant disclosure and independent shareholders’ approval requirements (if applicable) under the Listing Rules.

The consideration of the Tenancy was determined with reference to the location and condition of the Premises and the prevailing market rates for leasing similar premises in Chengdu, PRC.

OCT City Inn has been principally engaged in, among others, hotel management and consultation and accommodation business for many years and thus have the necessary expertise, the Directors consider that it is in the interest of Chengdu OCT to enter into the Tenancy. The Directors (including the independent non-executive Directors) are of the view that the terms of the Tenancy are fair and reasonable so far as the Shareholders are concerned and that the Tenancy is on normal commercial terms and is interest of the Company and the Shareholders as a whole. The Directors confirm that no Director has a material interest in the transactions contemplated under the Tenancy.

GENERAL

The Group is principally engaged in the manufacture of quality paper-based packaging containers and materials, including corrugated paperboard and printed cartons for customers. It will also be engaged in the development of tourism, properties and hotel complex in the PRC after the Completion.

By order of the board of Overseas Chinese Town (Asia) Holdings Limited Ni Zheng Chairman

Hong Kong, 21 September 2010

As at the date of this announcement, the Board comprises seven directors, namely: Mr. Ni Zheng, Ms. Xie Mei and Mr. Zhou Guangneng as executive directors; Mr. He Haibin as non-executive director; Ms. Wong Wai Ling, Mr. Xu Jian and Mr. Lam Sing Kwong Simon as independent non-executive directors.

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