RemeGen Co., Ltd. — Capital/Financing Update 2014

Dec 12, 2014

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 TRANSACTION: ACQUISITION OF PROPERTY

The Board is pleased to announce that on 12 December 2014, the Purchaser, an indirect wholly-owned subsidiary of the Company, entered into a memorandum for sale for the sale and purchase of the Property with the Vendor. Pursuant to the Memorandum for Sale, the Vendor has agreed to sell and the Purchaser has agreed to purchase the Property at the purchase price of HK$289,185,600.

As one or more of the applicable percentage ratio in respect of the Acquisition is more than 5% but less than 25%, the Acquisition constitutes a discloseable transaction for the Company and accordingly, is subject to the announcement requirement but exempt from the Shareholders’ approval requirement under Chapter 14 of the Listing Rules.

THE MEMORANDUM FOR SALE

Date : 12 December 2014 Vendor : Easywise Limited Purchaser : Huali Holdings Company Limited

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Vendor and its ultimate beneficial owner are third parties independent of and is not a connected person (as defined in the Listing Rules) of the Company.

Sale and Purchase

Pursuant to the Memorandum for Sale, the Vendor will sell the Property to the Purchaser. A formal agreement for the sale and purchase of the Property shall be signed by the Vendor and the Purchaser within 7 days from the date of the Memorandum for Sale. The formal agreement will incorporate the terms and conditions contained in the Memorandum for Sale and any other terms to be mutually agreed between the Vendor and the Purchaser.

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Purchase Price

The purchase price of the Property is HK$289,185,600 and payable in cash by the Purchaser to the Vendor in the following manner:

• (i) HK$28,918,560 has been paid by the Purchaser to the Vendor as initial deposit and partial payment of the said purchase price upon signing of the Memorandum for Sale; and

• (ii) the remaining balance of the said purchase price of HK$260,267,040 shall be payable by the Purchaser to the Vendor on or before the Completion Date.

The said purchase price was determined after arm’s length negotiations between the Vendor and the Purchaser, taking into account the prevailing market price of properties in the same building.

All stamp duty (whether ad valorem or otherwise) on the Memorandum for Sale and/or the formal agreement and/or the assignment for the sale and purchase of the Property shall be borne by the Purchaser. The purchase price of the Property together with the stamp duty payable by the Purchaser will amount to approximately HK$313,766,376. The Group intends to satisfy the said amounts by internal resources and/or mortgage.

Completion

Completion of the sale and purchase of the Property shall take place on or before the Completion Date.

Information of the Property

The Property is located at Unit Nos. 1, 2 & 3 on 26th Floor (the “Unit”) and seven car parks on Ground Floor and 1st Floor, One Harbour Square, No.181 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong. The total saleable area of the Unit is approximately 13,512 square feet.

REASONS FOR THE ACQUISITION

Having considered the development need of the Group, the benefit for replacing the office in Hong Kong rented by the Group with a property owned by the Group and the development potential of the Property, the Directors are of the view that the Acquisition is a good investment opportunity for the Group. The Board considers that the Memorandum for Sale is entered into after arm’s length negotiations and the Acquisition is on normal commercial terms, fair and reasonable and in the interests of the Company and its Shareholders as a whole.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratio in respect of the Acquisition is more than 5% but less than 25%, the Acquisition constitutes a discloseable transaction for the Company and accordingly, is subject to the announcement requirement but exempt from the Shareholders’ approval requirement under Chapter 14 of the Listing Rules.

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INFORMATION ON THE PARTIES

The principal business activity of the Company is investment holding. The Group is principally engaged in the comprehensive development business and the manufacture and sale of cartons and paper products.

As informed by the Vendor, it is the developer of the property located at No. 181 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong and its principal business activity is property investment.

DEFINITIONS

Unless the context otherwise required, the following terms shall have the meaning set opposite to them in this announcement:

“Acquisition”	the acquisition of the Property by the Purchaser from the
	Vendor at a purchase price of HK$289,185,600 pursuant to the
	Memorandum for Sales
“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 (stock code: 03366)
“Completion”	completion of the Acquisition in accordance with the terms of the
	Memorandum for Sale
“Completion Date”	a date on or before 11 March 2015
“Directors”	the directors of the Company
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s
	Republic of China
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Memorandum for Sales”	the memorandum for sales for the sale and purchase of the
	Property entered into between the Vendor and the Purchaser on 12
	December 2014
“Property”	Unit Nos. 1, 2 & 3 on 26th Floor and seven car parks on Ground
	Floor and 1st Floor, One Harbour Square, No.181 Hoi Bun Road,
	Kwun Tong, Kowloon, Hong Kong
“Purchaser”	Huali Holdings Company Limited, a company incorporated in
	Hong Kong and an indirect wholly-owned subsidiary of the
	Company

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“Shareholders”

holders of the ordinary shares of HK$0.10 each in the capital of the Company

“Stock Exchange”

The Stock Exchange of Hong Kong Limited

“Vendor”

Easywise Limited

“HK$” Hong Kong dollars, the lawful currency of Hong Kong

“%”

per cent

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

Hong Kong, 12 December 2014

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. Zhou Ping 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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