RemeGen Co., Ltd. — Capital/Financing Update 2012

Dec 12, 2012

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)

MAJOR ACQUISITION CAPITAL INJECTION IN BEIJING GUANGYING

On 12 December 2012, Huajing, a wholly-owned subsidiary of the Company, entered into the Capital Increase Agreement with Beijing China Merchants Property and Dalian Yingzhi, pursuant to which Huajing, Beijing China Merchants Property and Dalian Yingzhi conditionally agreed to make capital contribution in cash to Beijing Guangying by injecting RMB41,540,307, RMB1,258,825 and RMB28, respectively. Upon completion of the Capital Injection, the equity interest of Beijing Guangying will be owned as to 33%, 34% and 33% by Huajing, Beijing China Merchants Property and Dalian Yingzhi, respectively. In relation to the Capital Injection, Huajing, Beijing China Merchants Property and Dalian Yingzhi also entered into the Cooperation Agreement on the same date.

IMPLICATIONS UNDER THE LISTING RULES

As the relevant applicable percentage ratios calculated pursuant to the Listing Rules in respect of the Capital Increase Agreement is more than 25% but less than 100%, the Capital Increase Agreement and the transactions contemplated thereunder constitute a major transaction of the Company for the purpose of the Listing Rules and is subject to the announcement requirement and the approval of the Shareholders under Chapter 14 of the Listing Rules.

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As no Shareholder has a material interest in the Capital Increase Agreement, none of the Shareholders is required to abstain from voting if the Company were to convene a general meeting for the approval of the Capital Increase Agreement and the transactions contemplated thereunder. The Company has obtained a written approval from Pacific Climax, which held 294,894,000 Shares as at the date of this announcement (representing approximately 57.85% of the issued share capital of the Company) for the approval of the Capital Increase Agreement and the transactions contemplated thereunder. As such, no extraordinary general meeting will be convened by the Company to approve the Capital Increase Agreement and the transactions contemplated thereunder.

In addition, a circular containing, among other things, (a) further details of the Capital Increase Agreement and the transactions contemplated thereunder and (b) such other information as required under the Listing Rules, is expected to be despatched to the Shareholders on or before 7 January 2013.

INTRODUCTION

On 12 December 2012, Huajing, a wholly-owned subsidiary of the Company, entered into the Capital Increase Agreement with Beijing China Merchants Property and Dalian Yingzhi, pursuant to which Huajing, Beijing China Merchants Property and Dalian Yingzhi conditionally agreed to make capital contribution in cash to Beijing Guangying by injecting RMB41,540,307, RMB1,258,825 and RMB28, respectively. Upon completion of the Capital Injection, the equity interest of Beijing Guangying will be owned as to 33%, 34% and 33% by Huajing, Beijing China Merchants Property and Dalian Yingzhi, respectively. In relation to the Capital Injection, Huajing, Beijing China Merchants Property and Dalian Yingzhi also entered into the Cooperation Agreement on the same date.

THE CAPITAL INCREASE AGREEMENT

Date:

12 December 2012

Parties:

• (1) Huajing, it is principally engaged in property investment and corporate management advisory.

• (2) Beijing China Merchants Property, a wholly-owned subsidiary of CMP and is principally engaged in real estate development, sales of self-developed commodity houses and leasing of commercial properties.

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• (3) Dalian Yingzhi, a wholly-owned subsidiary of Wharf (which in turn is a listed subsidiary of Wheelock) and is principally engaged in corporate management services and project investment.

To the best of the knowledge, information and belief of the Board, having made all reasonable enquiries, Beijing China Merchants Property, Dalian Yingzhi and their respective ultimate beneficial owner(s) are third parties independent of the Company and its connected persons.

Capital Increase

Pursuant to the Capital Increase Agreement, the Capital Injection in Beijing Guangying amounts to RMB42,799,160 (equivalent to approximately HK$52,838,469), out of which, RMB5,151,600 will be included as new registered capital and the excess of the capital contribution to the new registered capital by each party will be included as capital reserve of Beijing Guangying.

Set out below is the (i) registered capital in Beijing Guangying to be held by the respective parties prior and after the Capital Injection; (ii) equity interest in Beijing Guangying to be held by the respective parties prior and after the Capital Injection; (iii) amount of capital contribution by the respective parties pursuant to the Capital Increase Agreement; (iv) new registered capital in Beijing Guangying to be held by the respective parties; and (v) new capital reserve in Beijing Guangying contributed by the respective parties:–

	Registered	Equity	Amount of			Registered	Equity
	capital in	Interest in	capital			capital in	Interest in
	Beijing	Beijing	contribution	New		Beijing	Beijing
	Guangying	Guangying	pursuant to	registered	New capital	Guangying	Guangying
	prior to the	prior to the	the Capital	capital in	reserve in	after the	after the
	Capital	Capital	Increase	Beijing	Beijing	Capital	Capital
Name of Shareholders	Injection	Injection	Agreement	Guangying	Guangying	Injection	Injection
	RMB		RMB	RMB	RMB	RMB
Beijing China Merchants
Property	5,000,000	50%	1,258,825	151,544	1,107,281	5,151,544	34%
Dalian Yingzhi	5,000,000	50%	28	28	0	5,000,028	33%
Huajing	–	–	41,540,307	5,000,028	36,540,279	5,000,028	33%
Total:	10,000,000	100%	42,799,160	5,151,600	37,647,560	15,151,600	100%

According to the Capital Increase Agreement, the registered capital of Beijing Guangying will increase from RMB10,000,000 (equivalent to approximately HK$12,345,679) to RMB15,151,600 (equivalent to approximately HK$18,705,679) upon completion of the Capital Injection.

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The Capital Injection shall be contributed by Huajing, Beijing China Merchants Property and Dalian Yingzhi within 10 business days upon Beijing Guangying delivering the original directors’ resolution, shareholders’ resolution, the amended articles of association of Beijing Guangying to each of Huajing, Beijing China Merchants Property and Dalian Yingzhi and the obtaining of the written approval from each of Huajing, Beijing China Merchants Property and Dalian Yingzhi.

Shall any of Huajing, Beijing China Merchants Property and Dalian Yingzhi fail to make its contribution within the period as prescribed under the Capital Increase Agreement, any outstanding amount will be subject to a penalty of 0.1% per day payable to Beijing Guangying. If the amount is overdue for over 30 days, the other parties would have the right to terminate the Capital Increase Agreement and request the defaulting party to cease to be a shareholder of Beijing Guangying.

Warranties

Beijing China Merchants Property and Dalian Yingzhi have warranted to Huajing, among other things, that, prior to the completion of the Capital Injection:–

• (1) no amendments and restatements of the articles of association of Beijing Guangying shall be made except for the necessary amendment to be made for the purpose of the Capital Injection;

• (2) the assets, indebtedness, equity interest, external guarantee of Beijing Guangying and all the information in relation the Capital Increase Agreement having been adequately, truthfully and completely disclosed by Beijing Guangying to Huajing;

• (3) there has been no material adverse changes in Beijing Guangying;

• (4) Beijing Guangying shall not create or authorise to create any encumbrances on any assets or properties; Beijing Guangying shall not dispose its major assets in any direct or indirect manner, and shall not incur or undertake any material indebtedness or contingent liabilities;

• (5) the Original Shareholders shall not transfer or create any pledge or other encumbrances on part of or all of their equity interests in Beijing Guangying; and

• (6) there has been no violation of any laws and regulations by Beijing Guangying.

Major terms of the Cooperation Agreement

Pursuant to the Cooperation Agreement, the registered capital of Beijing Guangying will be RMB15,151,600 after the Capital Injection. Huajing, Beijing China Merchants Property and Dalian Yingzhi will hold 33%, 34% and 33% equity interests in Beijing Guangying, respectively.

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Each of Huajing, Beijing China Merchants Property and Dalian Yingzhi shall use their best endeavours to ensure applications for the Capital Injection be completed within three months from the date of signing of the Cooperation Agreement. Shall the said applications cannot be completed pursuant to strict compliance by Huajing, Beijing China Merchants Property and Dalian Yingzhi of relevant requirements in relation to the supervision and administration of state-owned assets in the PRC, the Cooperation Agreement will be automatically terminated.

Pursuant to the Cooperation Agreement, Huajing shall provide shareholder’s loan to Beijing Guangying within 10 business days upon completion of the registration in relation to the Capital Injection with the relevant industrial and commercial bureau in the PRC. The amount of shareholders’ loan to be provided by Huajing will be determined by the total amount of shareholders’ loan already provided by the Original Shareholders (and the interest accrued thereto) on the date of payment multiplied by Huajing’s equity interests in Beijing Guangying i.e. 33%. Beijing Guangying, upon receiving the said shareholders’ loan from Huajing, shall repay part of the shareholders’ loan provided by Beijing China Merchants Property and Dalian Yingzhi to each of them so that the already shareholders’ loan provided by each of Huajing, Beijing China Merchants Property and Dalian Yingzhi to Beijing Guangying will be proportionate to their respective equity interests in Beijing Guangying.

Shall Beijing Guangying require further shareholders’ loan or guarantee from Huajing, Beijing China Merchants Property and Dalian Yingzhi, each of Huajing, Beijing China Merchants Property and Dalian Yingzhi shall provide the loan and/or guarantee required to Beijing Guangying in proportion to their respective equity interests in Beijing Guangying. The total accumulative amount of shareholders’ loan and guarantee to be provided by each of Huajing, Beijing China Merchants Property and Dalian Yingzhi to Beijing Guangying shall not exceed RMB924,000,000, RMB952,000,000 and RMB924,000,000 respectively. The obligation of each of Huajing, Beijing China Merchants Property and Dalian Yingzhi is several but not joint. Shall any of Huajing, Beijing China Merchants Property and Dalian Yingzhi fail to provide shareholders’ loan within the period as prescribed under the Cooperation Agreement, any outstanding shareholders’ loan will be subject to a penalty of 0.1% per day payable to Beijing Guangying. If the amount is overdue or not provided for over 30 days, the other parties would have the right to terminate the Cooperation Agreement and request the defaulting party to cease to be a shareholder of Beijing Guangying.

It was also agreed that, with effect from 1 September 2012 and until a date to be determined by the board of directors of Beijing Guangying, Beijing Guangying shall pay interest to the parties for the said shareholders’ loans in accordance with the latest benchmark rate for one-year loan promulgated by the People’s Bank of China.

The Group intends to satisfy the contributions to be made by Huajing pursuant to the Capital Increase Agreement and the shareholder’s loan to Beijing Guangying in cash by internal resources, shareholder’s loans and/or bank borrowings.

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Upon completion of the Capital Injection, the board of directors of Beijing Guangying shall comprise seven directors, out of which, two directors are to be appointed by Huajing, three directors are to be appointed by Beijing China Merchants Property and two directors are to be appointed by Dalian Yingzhi. The chairman of the board of directors of Beijing Guangying shall be one of the directors to be appointed by Huajing.

The profit and loss of Beijing Guangying will be shared by Huajing, Beijing China Merchants Property and Dalian Yingzhi in proportion to their respective equity interests in Beijing Guangying.

Each of Huajing, Beijing China Merchants Property and Dalian Yingzhi shall not dispose of or pledge their respective equity interests in Beijing Guangying to any other party(ies) (except to wholly-owned subsidiary(ies) of their respective holding company) without the consents from the other parties of the Cooperation Agreement.

Each of Huajing, Beijing China Merchants Property and Dalian Yingzhi guarantees that each of their actual controller (實際控制人) will not change, including but not limited to each of their shareholders will not transfer or pledge any of their equity interests in Huajing, Beijing China Merchants Property and Dalian Yingzhi, respectively.

For the purpose of the Capital Increase Agreement, the New Articles will be adopted by Beijing Guangying.

Information of Beijing Guangying

Beijing Guangying was established in the PRC with limited liability in May 2012. It is principally engaged in property management, interior design and construction, property development, leasing of commercial premises and project investment.

The major assets of Beijing Guangying are two pieces of lands lots located in the area of Laiguangyingxiang (來廣�鄉) in Chaoyang District (朝陽區), Beijing, the PRC which were awarded to Beijing Guangying by tender at the beginning of 2012 (the “Land”). The Land has a total site area of approximately 72,702 square meters. As at the date of this announcement, the Land has not yet commenced development, but it is planned to be developed as residential properties with a total maximum developable residential gross floor area of approximately 181,756 square meters and is scheduled to be completed in 2016.

According to the management accounts of Beijing Guangying prepared in accordance with the Hong Kong Financial Reporting Standards, the net asset value of Beijing Guangying as at 31 August 2012 was approximately RMB9,915,000.

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As Beijing Guangying was newly established in the PRC in 2012 and in the early stage of development, the profit before and after tax attributable to Beijing Guangying for the two financial years preceding to the signing of the Capital Increase Agreement are not available and a net loss of approximately RMB85,000 was recorded for the period from 25 May 2012 (date of incorporation) to 31 August 2012.

Reasons for and Benefit of Entering Into the Capital Increase Agreement

The Land owned by Beijing Guangying is in a prime location with a convenient transportation network, comprehensive amenities in the surrounding areas. It is expected that the Huajing Capital Injection can bring positive return and enhance the overall profitability of the Company. Besides, each of the beneficial owner of Huajing, Beijing China Merchants Property and Dalian Yingzhi, being industry’s leading companies, has successful experiences on property development, the Directors believe that the property development project of Beijing Guangying will gain success from the cooperation of the parties.

The amount of Capital Injection under the Capital Increase Agreement was determined on normal commercial terms and arrived at after arm’s length negotiation between Huajing, Beijing China Merchants Property and Dalian Yingzhi, taking the following factors into consideration: (i) the preliminary estimate of the value of the Land conducted by an independent valuer; (ii) the liability of Beijing Guangying in the management accounts prepared in accordance with Hong Kong Financial Reporting Standards; and (iii) the development potentials of the Land.

The Board considers that the terms of the Capital Increase Agreement are fair and reasonable, and that the Capital Increase Agreement and the transactions contemplated thereunder are in the interest of the Company and the Shareholders as a whole.

IMPLICATIONS UNDER THE LISTING RULES

As the relevant applicable percentage ratios calculated pursuant to the Listing Rules in respect of the Capital Increase Agreement is more than 25% but less than 100%, the Capital Increase Agreement and the transactions contemplated thereunder constitute a major transaction of the Company for the purpose of the Listing Rules and is subject to the announcement requirement and the approval of the Shareholders under Chapter 14 of the Listing Rules.

As no Shareholder has a material interest in the Capital Increase Agreement, none of the Shareholders is required to abstain from voting if the Company were to convene a general meeting for the approval of the Capital Increase Agreement and the transactions contemplated thereunder. The Company has obtained a written approval from Pacific Climax, which held 294,894,000 Shares as at the date of this announcement (representing approximately 57.85% of the issued share capital of the Company) for the approval of the Capital Increase Agreement and the transactions contemplated thereunder. As such, no extraordinary general meeting will be convened by the Company to approve the Capital Increase Agreement and the transactions contemplated thereunder.

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In addition, a circular containing, among other things:

• (a) further details of the Capital Increase Agreement and the transactions contemplated thereunder; and

• (b) such other information as required under the Listing Rules,

is expected to be despatched to the Shareholders on or before 7 January 2013.

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

• “Beijing China Merchants China Merchants Property Development (Beijing)., Ltd* (招商 Property” 局地產（北京）有限公司), a company established in the PRC with limited liability

• “Beijing China Merchants the capital contribution of RMB1,258,825 into Beijing Property Capital Injection” Guangying to be made by Beijing China Merchants Property pursuant to the Capital Increase Agreement

• “Beijing Guangying” Beijing Guangying Residential Property Development Limited (北京廣盈房地產開發有限公司), a company established in the PRC with limited liability

• “Board” the board of Directors

• “Capital Injection”

• the Beijing China Merchants Property Capital Injection, the Dalian Yingzhi Capital Injection and the Huajing Capital Injection pursuant to the Capital Increase Agreement

• “Capital Increase Agreement” the conditional Capital Increase Agreement entered into between Beijing China Merchants Property, Dalian Yingzhi and Huajing on 12 December 2012 in relation to the Capital Injection

“CMP”

• China Merchants Property Development Co., Ltd. (招商局地 產控股股份有限公司), a company incorporated in the PRC, whose shares are listed on the Shenzhen Stock Exchange

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“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

• “controlling shareholder(s)” has the meaning ascribed to in the Listing Rules

• “Cooperation Agreement” the Cooperation Agreement entered into between Beijing China Merchants Property, Dalian Yingzhi and Huajing on 12 December 2012 in relation to the Capital Injection

• “Dalian Yingzhi” Dalian Yingzhi Corporate Management Limited* (大連盈致企 業管理有限公司), a company established in the PRC with limited liability

• “Dalian Yingzhi Capital the capital contribution of RMB28 into Beijing Guangying to Injection” be made by Dalian Yingzhi pursuant to the Capital Increase Agreement

• “Director(s)” the director(s) of the Company

• “Group” the Company and its subsidiaries

• “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

• “Huajing” Shenzhen Huajing Investment Limited (深圳市華京投資有限 公司), a company established in the PRC with limited liability, and an indirect wholly-owned subsidiary of the Company

• “Huajing Capital Injection” the capital contribution of RMB41,540,307 into Beijing Guangying to be made by Huajing pursuant to the Capital Increase Agreement

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “New Articles” the new articles of association to be adopted by Beijing Guangying

• “Original Shareholders” Beijing China Merchants Property and Dalian Yingzhi “Pacific Climax” Pacific Climax Limited, a company incorporated in the British Virgin Islands with limited liability, who is a controlling shareholder of the Company

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“PRC”	the People’s republic of China, excluding, for the purpose of
	this announcement only, Hong Kong, the Macau Special
	Administrative Region and Taiwan
“RMB”	Renminbi, the lawful currency of the PRC
“Share(s)”	existing ordinary share(s) of HK$0.10 each in the issued share
	capital of the Company
“Shareholder(s)”	holder(s) of Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Wharf”	The Wharf (Holdings) Limited (stock code: 4), a subsidiary of
	Wheelock incorporated in Hong Kong with limited liability,
	the shares of which are listed on the Stock Exchange
“Wheelock”	Wheelock and Company Limited (stock code: 20), a company
	incorporated in Hong Kong with limited liability, the shares of
	which are listed on the Stock Exchange
“%”	per cent.

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.

For the purpose of this announcement and solely for the purpose of illustration, all amounts in RMB are translated into HK$ at an exchange rate of RMB0.81: HK$1.

By order of the board of Overseas Chinese Town (Asia) Holdings Limited Wang Xiaowen Chairman

Hong Kong, 12 December 2012

As at the date of this announcement, the board of directors of the Company comprises seven Directors, namely: Ms. Wang Xiaowen, Ms. Xie Mei and Mr. Yang Jie 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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