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

Jun 4, 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)

VERY SUBSTANTIAL ACQUISITION ACQUISITION OF LAND USE RIGHTS IN CHONGQING, THE PRC

ACQUISITION OF LAND USE RIGHTS

The Board is pleased to announce that Honour Ray, being an indirect wholly-owned subsidiary of the Company, has succeeded in the bid of the land use rights of the Land offered for sale by Chongqing Land Bureau at the Auction for approximately RMB986,150,000 (equivalent to approximately HK$1,232,687,500). The Confirmation Letter was entered into between Honour Ray and Chongqing Land Transaction Centre on 3 June 2014. Honour Ray shall apply to the Chongqing Land Transaction Centre to enter into Land Use Right Grant Contract with the Chongqing Land Bureau on or before 10 June 2014. Before entering into the Land Use Right Grant Contract, Honour Ray is required to pay the Transaction Service Fee of RMB529,854 (equivalent to approximately HK$662,317.5) to Chongqing Land Transaction Centre.

LISTING RULES IMPLICATIONS

As one or more of the relevant applicable percentage ratios calculated pursuant to the Listing Rules in respect of the Acquisition (having taken into account the aggregate of the Consideration, the Transaction Service Fee and the Green Zone Project Minimum Investment Amount) exceed 100%, the Acquisition constitutes a very substantial acquisition of the Company under Chapter 14 of the Listing Rules. Since the Acquisition (i) involves an acquisition of governmental land in the PRC from a PRC Governmental Body through an auction governed by PRC Law; and (ii) is undertaken on a sole basis by the Group (being a “qualified issuer” as defined under Rule 14.04(10B) of the Listing Rules) in its ordinary and usual course of business, the Acquisition is regarded as a qualified property acquisition under Rule 14.04(10C) of the Listing Rules and hence, is only subject to reporting and announcement requirements and exempt from shareholders’ approval requirements pursuant to Rule 14.33A of the Listing Rules.

A circular containing, among other things, further details of the Acquisition and such other information as required under the Listing Rules, is expected to be despatched to the Shareholders on or before 24 June 2014.

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RESUMPTION OF TRADING

Trading in the Shares on the Stock Exchange was halted with effect from 1:00 p.m. on 29 May 2014 pending the release of an announcement in relation to a possible very substantial acquisition of the Company which has been published on 3 June 2014. Such trading halt had continued pending the release of this announcement. Application has been made by the Company to the Stock Exchange for the resumption of trading in the Shares with effect from 9:00 a.m. on 5 June 2014.

INTRODUCTION

The Board is pleased to announce that Honour Ray, an indirect wholly-owned subsidiary of the Company, has succeeded in the bid of the land use rights of the Land offered for sale by Chongqing Land Bureau at the Auction for approximately RMB986,150,000 (equivalent to approximately HK$1,232,687,500). The Confirmation Letter was entered into between Honour Ray and Chongqing Land Transaction Centre on 3 June 2014. Honour Ray shall apply to the Chongqing Land Transaction Centre to enter into Land Use Right Grant Contract with the Chongqing Land Bureau on or before 10 June 2014. Before entering into the Land Use Right Grant Contract, Honour Ray is required to pay the Transaction Service Fee of RMB529,854 (equivalent to approximately HK$662,317.5) to Chongqing Land Transaction Centre.

PRINCIPAL TERMS OF THE CONFIRMATION LETTER

Date: 3 June 2014 Parties: (1) Honour Ray; and (2) Chongqing Land Transaction Centre To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, each of Chongqing Land Bureau and Chongqing Land Transaction Centre and their respective ultimate beneficial owners is independent of the Group and its connected persons.

Details of the Land: The Land is located at No. B20-4/04 and B20-5/04, B Standard Sub-division, Lijia Block, New North Zone, Chongqing, the PRC (中國重慶北部新區禮嘉組團B標準分區B20-4/04 及B20-5/04).

The Land has a total site area of approximately 179,625 square meters and the total gross floor area shall be not more than 449,063 square meters. The Land is designated for Type 2 housing purpose (二類居住用地) and the term for the grant of the land use right for the Land for residential use is 50 years, from the date of delivery of the Land by Chongqing Land Bureau to Honour Ray.

Consideration: The Consideration is RMB986,150,000 (equivalent to approximately HK$1,232,687,500), which was the minimum bidding price set by the Chongqing Government and was arrived at after bidding at the Auction. The Board considered that the Consideration was fair and reasonable after taking into account the market price of surrounding land and the development potential of the Land.

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ExPECTED PAYMENT TERMS

The Consideration shall be settled by the Group in the following manner:

1. 50% of the Consideration (where the Deposit shall be applied to offset part of the Consideration) shall be paid on or before 3 July 2014; and

2. the remaining balance of the Consideration shall be paid before 3 June 2015.

The Group intends to satisfy the Consideration by internal resources and/or financing.

If Honour Ray fails to settle the Consideration in accordance with the abovementioned payment terms, it is liable to a penalty amounting to 0.1% of the part of the Consideration that is due to pay for each day of delay. If the delay is over 60 days and if Honour Ray still fails to make the payment after Chongqing Land Bureau’s request, Chongqing Land Bureau has the right to terminate the Land Use Right Grant Contract and it may claim its loss from Honour Ray and Honour Ray has no right to request the refund of Deposit.

ENTERING INTO OF THE LAND USE RIGHT GRANT CONTRACT

Honour Ray will establish a wholly-owned subsidiary in the PRC to apply to the Chongqing Transaction Centre for entering into the Land Use Right Grant Contract with Chongqing Land Bureau on or before 10 June 2014.

OTHER MAJOR TERMS

Set out below are other major terms for the grant of the land use rights of the Land:

1. The Land shall be delivered to Honour Ray by Chongqing Land Bureau before 30 May 2015, failing which Chongqing Land Bureau is liable to a penalty amounting to 0.1% of the part of the Consideration already paid by Honour Ray for each day of breach and if the delay is over 60 days, Honour Ray has the right to terminate the Land Use Right Grant Contract and Chongqing Land Bureau shall pay an amount equal to two times of the Deposit and repay the remaining Consideration already paid by Honour Ray other than the Deposit and Honour Ray may claim its loss from Chongqing Land Bureau.

2. Construction on the Land should be commenced before 30 May 2016 and completed before 30 May 2019, failing which Honour Ray is liable to a penalty amounting to 0.03% of the Consideration for each day of delay.

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1. Honour Ray or its actual controller (實際控制人) should complete the Green Zone Project before the end of 2019 and the Green Zone Project Minimum Investment Amount should be no less than RMB1.1 billion (equivalent to approximately HK$1.375 billion) and the Chongqing Government will be responsible for verifying whether such Green Zone Project Minimum Investment Amount has been invested by Honour Ray or its actual controller, failing which Honour Ray is liable to a penalty amounting to 12% of the Green Zone Project Minimum Investment Amount. The exact infrastructure and public ancillary facilities to be constructed for the Green Zone Project will be proposed by Honour Ray (or its actual controller) to the Chongqing Government and subject to its approval, details of which are not available as at the date of this announcement. The proposed budget of these infrastructure and facilities will be RMB1.1 billion. The Chongqing Government will own such infrastructure and facilities upon completion of the Green Zone Project. Honour Ray (or its actual controller) will be responsible for, and bear the costs for, the future maintenance of the said infrastructure and public ancillary facilities. The Group intends to invest RMB1.1 billion for the construction of infrastructure and public ancillary facilities for the Green Zone Project. If the actual cost incurred in the Green Zone Project exceeds RMB1.1 billion, Honour Ray (or its actual controller) will not be responsible for the excess amount and in such circumstances, Honour Ray (or its actual controller) will negotiate with the Chongqing Government for the subsequent arrangement and the Group will comply with the relevant Listing Rules requirements as and when appropriate accordingly.

REASONS FOR AND BENEFITS OF THE ACQUISITION

Due to rapid economic growth in Chongqing, its property market is active and has room for growth. The Land is located in Lijia Block, New North Zone, a major development zone in Chongqing, and overlooks Jialing River (嘉陵江). According to the plan of the Chongqing Government, the Land will be adjacent to large area of green land and park. Furthermore, there is a metro station in proximity which provides the Land with convenient transportation. Given the superior geographical location with good ancillary facilities of the Land, the Board considers that the Land is of good development potential.

The Board is of the view that the Acquisition will increase the land bank of the Group and can bring positive return and enhance the overall profitability of the Company.

The Board considers that the Acquisition is in the ordinary and usual course of business of the Group and on normal commercial terms which are fair and reasonable and in the interest of the Company and the Shareholders as a whole.

INFORMATION OF THE PARTIES

The Group is principally engaged in the comprehensive development business and the manufacture and sale of cartons and paper products.

Chongqing Land Bureau is a PRC governmental authority and the seller of the Land.

Chongqing Land Transaction Centre principally manages, inter alia, land transactions and initial stages of land grant in Chongqing, the PRC.

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LISTING RULES IMPLICATIONS

As one or more of the relevant applicable percentage ratios calculated pursuant to the Listing Rules in respect of the Acquisition (having taken into account the aggregate of the Consideration, the Transaction Service Fee and the Green Zone Project Minimum Investment Amount) exceed 100%, the Acquisition constitutes a very substantial acquisition for the Company under Chapter 14 of the Listing Rules. Since the Acquisition (i) involves an acquisition of governmental land in the PRC from a PRC Governmental Body through an auction governed by PRC Law; and (ii) is undertaken on a sole basis by the Group (being a “qualified issuer” as defined under Rule 14.04(10B) of the Listing Rules) in its ordinary and usual course of business, the Acquisition is regarded as a qualified property acquisition under Rule 14.04(10C) of the Listing Rules and is only subject to reporting and announcement requirements and exempt from shareholders’ approval requirements pursuant to Rule 14.33A of the Listing Rules.

A circular containing, among other things, further details of the Acquisition and such other information as required under the Listing Rules, is expected to be despatched to the Shareholders on or before 24 June 2014.

RESUMPTION OF TRADING

Trading in the Shares on the Stock Exchange was halted with effect from 1:00 p.m. on 29 May 2014 pending the release of an announcement in relation to a possible very substantial acquisition of the Company which has been published on 3 June 2014. Such trading halt had continued pending the release of this announcement. Application has been made by the Company to the Stock Exchange for the resumption of trading in the Shares with effect from 9:00 a.m. on 5 June 2014.

DEFINITIONS

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

“Acquisition”	the acquisition of land use rights of the Land through public
	bidding process at the Auction;
“Auction”	the public auction held by Chongqing Land Transaction Centre at
	which the Land was offered for sale by Chongqing Land Bureau;
“Board”	the board of Directors of the Company;
“Chongqing Government”	重慶市人民政府(the People’s Government of Chongqing, the
	PRC)
“Chongqing Land Bureau”	重慶市國土資源和房屋管理局(Chongqing Land Resources and
	Housing Management Bureau*);
“Chongqing Land Transaction	重慶市土地和礦業權交易中心(Chongqing Land and Mining
Centre”	Rights Transaction Centre*)
“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);

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“Confirmation Letter”	國有建設用地使用權成交確認書(the land use right grant
	confirmation letter*) dated 3 June 2014 entered into between
	Honour Ray and Chongqing Land Transaction Centre confirming
	the transfer of the land use right of the Land from Chongqing
	Land Bureau to Honour Ray;
“Consideration”	R M B 9 8 6 , 1 5 0 , 0 0 0 ( e q u i v a l e n t t o a p p r o x i m a t e l y
	HK$1,232,687,500), being the price for the grant of the land use
	rights of the Land;
“connected person(s)”	has the meaning ascribed to it under the Listing Rules;
“Deposit”	RMB493,080,000 (equivalent to approximately HK$616,350,000),
	paid for the bidding of the land use rights of the Land by Honour
	Ray to Chongqing Land Transaction Centre;
“Director(s)”	the director(s) of the Company;
“Green Zone Project”	construction of infrastructure and public ancillary facilities for a
	green zone of an area of 900 mu adjacent to the Land;
“Green Zone Project Minimum	the minimum total investment amount of the Green Zone Project
Investment Amount”	to be invested by Honor Ray or its actual controller (實際控制人)
	pursuant to the Land Use Right Grant Contract;
“Group”	the Company and its subsidiaries;
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong;
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC;
“Land”	a piece of land located at No. B20-4/04 and B20-5/04, B Standard
	Sub-division, Lijia Block, New North Zone, Chongqing, the PRC
	(中國重慶北部新區禮嘉組團B標準分區B20-4/04及B20-5/04)
	with a total site area of approximately 179,625 square meters;
“Land Use Right Grant	國有建設用地使用權出讓合同(the land use right grant contract*)
Contract”	to be entered into between a wholly-owned subsidiary of Honour
	Ray to be established in the PRC and Chongqing Land Bureau;
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange;
“mu”	mu (畝), a Chinese unit of measurement, equivalent to 666 2/3
	square meters;
“PRC”	the People’s Republic of China excluding Hong Kong, the Macau
	Special Administrative Region of the PRC and Taiwan for the
	purposes of this announcement;

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“PRC Governmental Body” has the meaning ascribed to it under the Listing Rules; “PRC Law” has the meaning ascribed to it under the Listing Rules; “Honour Ray” Honour Ray Limited (豪力有限公司), being an indirect wholly-owned subsidiary of the Company; “RMB” Renminbi, the lawful currency of the PRC; “Shareholders” holders of share(s) of the Company; “Stock Exchange” The Stock Exchange of Hong Kong Limited; “subsidiary” any entity within the meaning of the term “subsidiary” as defined in the Listing Rules and the term “subsidiaries” shall be construed accordingly; “Transaction Service Fee” RMB529,854 (equivalent to approximately HK$662,317.5), being the transaction service fee payable by Honour Ray to Chongqing Land Transaction Centre; and “%” per cent.

Unless otherwise specified in this announcement, the exchange rate of HK$1.00 = RMB0.80 has been used, where applicable, for the purpose of illustration only and does not constitute a representation that any amount has been, could have been or may be exchanged at such a rate or at any other rates.

In this announcement, if there is any inconsistency between the Chinese names of the entities or enterprises established in the PRC and their English translations, the Chinese names shall prevail. The English translation of names or any descriptions in Chinese which are marked with “*” is for identification purpose only.

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

Hong Kong, 4 June 2014

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. Zhou Ping as non-executive Director; Mr. Lu Gong, Ms. Wong Wai Ling and Mr. Lam Sing Kwong Simon as independent non-executive Directors.

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