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

Jun 17, 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)

FURTHER DEVELOPMENT IN RELATION TO POSSIBLE DISCLOSEABLE TRANSACTION – ENTERING INTO OF THE FORMAL AGREEMENT

The Board is pleased to announce that on 17 June 2014, Chengdu OCT, a non-wholly owned subsidiary of the Company, entered into the Formal Agreement with Xinjin Gongfa Investment.

INTRODUCTION

Reference is made to the announcements of the Company dated 27 May 2014 (the “ Announcement ”) and 12 June 2014. Unless otherwise specified, capitalized terms used herein shall have the same meanings as those defined in the Announcement.

The Board is pleased to announce that on 17 June 2014, Chengdu OCT, a non-wholly owned subsidiary of the Company, entered into the Formal Agreement with Xinjin Gongfa Investment.

THE FORMAL AGREEMENT

Set out below is a summary of the Formal Agreement:–

Date: 17 June 2014

Parties: (i) Chengdu OCT; and

• (ii) Xinjin Gongfa Investment

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Provision of the Land Resumption Fund

Chengdu OCT shall provide the Land Resumption Fund of an aggregate amount of RMB300 million by two installments detailed below:–

1. the Initial Amount of RMB220 million shall be provided to Xinjin Gongfa Investment within 10 business days after the entering into of the Formal Agreement between Chengdu OCT and Xinjin Gongfa Investment and the entering into land resumption agreement by Xinjin Gongfa Investment (Xinjin Gongfa Investment should provide Chengdu OCT with a copy of the relevant proof sealed with its common seal, which shall be verified by Chengdu OCT against the original); and

2. the remaining RMB80 million shall be provided to Xinjin Gongfa Investment within 90 days after the advancement of the above initial amount of RMB220 million.

If Chengdu OCT fails to provide the Land Resumption Fund in accordance with the above schedule, Xinjin Gongfa Investment can claim a daily compensation from Chengdu OCT representing 0.03% of the amount of the Land Resumption Fund in default for each day of delay and if the delay is more than 60 days, Xinjin Gongfa Investment shall be entitled to terminate the agreement and Xinjin Gongfa Investment shall repay the Land Resumption Fund paid by Chengdu OCT to Chengdu OCT within 10 business days without any Capital Cost (as defined below) and Investment Return (as defined below).

If the actual costs incurred in the Land Resumption Project exceed the Land Resumption Fund, Xinjin Gongfa Investment shall bear the difference and be responsible for sourcing the fund and such arrangement shall not affect Chengdu OCT’s entitlement to the Capital Cost (as defined below) and Investment Return (as defined below) as stipulated in the Formal Agreement.

Capital Cost and Investment Return

Chengdu OCT shall be entitled to the following capital cost and investment return:–

• (A) Cost of the Land Resumption Fund (“ Capital Cost ”) will be calculated using the formula below:

Relevant amount of Land Resumption Fund x The One-year Benchmark Lending Rate_(Note)_ x	The actual number of days of the Advancement Period
	365

• (B) Investment return (“ Investment Return ”) will be calculated using the formula below:

Relevant amount of Land Resumption Fund x An annual rate of 10%(Note) x	The actual number of days of the Advancement Period
	365

Note: Pursuant to the Formal Agreement, the aggregate of the annual rate of Capital Cost and the annual rate of Investment Return should not exceed 16% per annum.

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Rights and responsibilities of the parties

1. Xinjin Gongfa Investment should:–

• (a) resume the Land (i.e. to enter into land resumption agreement(s) with the owners of the Land and the properties thereon (the “Land Resumption Agreement”)) in accordance with relevant laws before 17 June 2014;

• (b) within 9 months from the date of advancement of the Initial Amount, (i) complete the Land Resumption Project; (ii) change the user of the Land to commercial and residential use; (iii) confirm the relevant terms of use of the Land (規劃指標) and fulfil the conditions for listing for sale; and (iv) appoint 成都市公共資源交易服務中心 (Chengdu Public Resources Transaction Service Centre*) to offer the Land for sale by way of listing; and

• (c) ensure the land use rights of the Land will be changed to residential and commercial use and the relevant terms of use of the Land can fulfil the relevant requirements of 成都市 規劃管理技術規定 (2008) 三分區 (The Technical Guideline to Chengdu City Planning Control (2008) for the Third Zone*) and new guidelines as implemented from time to time.

2. Chengdu OCT:–

• (a) should provide the Land Resumption Fund in accordance with the abovementioned schedule; and

• (b) has the right to terminate the Formal Agreement if Xinjin Gongfa Investment fails to resume the Land within the timeframe as stipulated in the Formal Agreement and the delay is more than 60 days.

Schedule for repayment of the Land Resumption Fund and payment of the Capital Cost and Investment Return

After the sale of Land by listing has been completed, Xinjin Gongfa Investment should repay the Land Resumption Fund and pay the Capital Cost and Investment Return to Chengdu OCT in the following manner:–

1. part of Land Resumption Fund in the amount of RMB100 million and the corresponding Capital Cost and Investment Return accrued for that part of Land Resumption Fund within 10 business days after the first instalment of the land price has been paid to 成都市金牛區財政 局 (Chengdu Jinniu Finance Bureau*);

2. part of Land Resumption Fund in the amount of RMB100 million and the corresponding Capital Cost and Investment Return accrued for that part of Land Resumption Fund within 10 business days after the second instalment of the land price has been paid to 成都市金牛區財 政局 (Chengdu Jinniu Finance Bureau*); and

3. the remaining Land Resumption Fund in the amount of RMB100 million and the corresponding Capital Cost and Investment Return accrued for that part of Land Resumption Fund within 10 business days after the third instalment of the land price has been paid to 成 都市金牛區財政局 (Chengdu Jinniu Finance Bureau*).

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In case where the actual land price payment schedule does not follow the above instalment numbers, the Land Resumption Fund, the Capital Cost and Investment Return will be paid to Chengdu OCT by instalments on a pro rata basis in accordance with the actual proportion of the land price paid per instalment.

Other material terms

1. In case where Xinjin Gongfa Investment fails to complete the Land Resumption Project of the Land within nine months from the date of advancement of the Initial Amount and appoint 成都市公共資源交易服務中心 (Chengdu Public Resources Transaction Service Centre*) to offer the Land for sale by listing in accordance with the conditions and terms contemplated in the Formal Agreement, it shall compensate Chengdu OCT a daily amount which represents 0.03% of the Land Resumption Fund contributed by Chengdu OCT for each day of delay. If the delay is more than 60 days, Chengdu OCT shall be entitled to terminate the Formal Agreement and in such case, Xinjin Gongfa Investment shall bear the Capital Cost and Investment Return for the Land Resumption Fund provided by Chengdu OCT and it should (i) repay the relevant Land Resumption Fund; (ii) pay the corresponding Capital Cost and Investment Return; and (iii) the delay compensation to Chengdu OCT within 10 business days after the Formal Agreement has been terminated.

2. In case where Xinjin Gongfa Investment fails to repay the Land Resumption Fund and pay the Capital Cost and Investment Return to Chengdu OCT in accordance with the abovementioned schedule, it shall compensate Chengdu OCT a daily amount which represents 0.03% of the amount that is due to pay for each day of delay until Xinjin Gongfa Investment settles the entire amount. Any amount to be paid by Xinjin Gongfa Investment in such case shall be used to settle the delay compensation first.

In this announcement, the English names of the PRC entities are translation of their Chinese names and included for identification purpose only. In the event of any inconsistency, the Chinese names shall prevail.

• For identification purpose only.

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

Hong Kong, 17 June 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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