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RemeGen Co., Ltd. Capital/Financing Update 2013

Jul 24, 2013

51206_rns_2013-07-24_c892d366-9510-467e-a2c4-9f1b7600207f.pdf

Capital/Financing Update

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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 THE ISSUE OF CONVERTIBLE PREFERENCE SHARES UNDER SPECIFIC MANDATE

The Board is pleased to announce that the NC Life Insurance Subscription, the CRAMC Subscription and the Integrated Asset Subscription were completed on 24 July 2013, in accordance with the terms and conditions of the NC Life Insurance Subscription Agreement, the CRAMC Subscription Agreement and the Integrated Asset Subscription Agreement, respectively. 40,000,000, 40,000,000 and 16,000,000 Convertible Preference Shares have been allotted and issued to NC Life Insurance, CRAMC and Integrated Asset, respectively, at the Preference Share Subscription Price of HK$4.05 per Convertible Preference Share.

Reference is made to the announcements of the Company dated 7 June 2013 and 19 July 2013, and the circular of the Company dated 26 June 2013 (the “Circular”), in relation to, among other things, the NC Life Insurance Subscription, the CRAMC Subscription and the Integrated Asset Subscription. Unless otherwise stated, capitalised terms used in this announcement shall have the same meanings as those defined in the Circular.

The Board is pleased to announce that the NC Life Insurance Subscription, the CRAMC Subscription and the Integrated Asset Subscription were completed on 24 July 2013, in accordance with the terms and conditions of the NC Life Insurance Subscription Agreement, the CRAMC Subscription Agreement and the Integrated Asset Subscription Agreement, respectively. 40,000,000, 40,000,000 and 16,000,000 Convertible Preference Shares have been allotted and issued to NC Life Insurance, CRAMC and Integrated Asset, respectively, at the Preference Share Subscription Price of HK$4.05 per Convertible Preference Share. The net proceeds from the issue of the 96,000,000 Convertible Preference Shares is approximately HK$384,300,000.

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For illustrative purpose only, set out below is a summary of the shareholdings in the Company (i) as at the date of this announcement; and (ii) upon full conversion of all Convertible Preference Shares (assuming there are no other changes in the issued share capital of the Company):

Upon full conversion
As at the date of of all Convertible
Shareholders this announcement Preference Shares
No. of Shares approximately % No. of Shares approximately %
Pacific Climax 294,894,000 57.85 294,894,000 48.68
NC Life Insurance 40,000,000 6.60
CRAMC 40,000,000 6.60
Integrated Asset 16,000,000 2.64
Public 214,896,000 42.15 214,896,000 35.47
Total 509,790,000 100.00 605,790,000 100.00

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

Hong Kong, 24 July 2013

As at the date of this announcement, the Board comprises seven directors, namely: Ms. Wang Xiaowen, Ms. Xie Mei and Mr. Yang Jie as executive Directors; Mr. Zhang Haidong as non-executive Director; Mr. Lu Gong, Ms. Wong Wai Ling and Professor Lam Sing Kwong Simon as independent non-executive Directors.

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