RemeGen Co., Ltd. — Capital/Financing Update 2015

Dec 17, 2015

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 TRANSACTION

ACQUISITION AND SUBSCRIPTION OF EQUITY INTERESTS IN CSI COMPANY

Reference is made to the announcement of the Company dated 3 December 2015 in relation to the payment of Earnest Money and the Transfer.

ACQUISITION AND SUBSCRIPTION OF EQUITY INTEREST IN CSI COMPANY

The Board is pleased to announce that on 18 December 2015, Chengdu Chuang Ying, a whollyowned subsidiary of Chengdu OCT (which is a non-wholly owned subsidiary of the Company) successfully won the Tender for the Target Interests of CSI Company for approximately RMB797,842,500 (equivalent to approximately HK$965,389,425).

The Earnest Money paid to SWUEE at the Tender shall be applied towards settling part of the Consideration and other related fees and/or expenses.

LISTING RULES IMPLICATIONS

As one or more of the relevant applicable percentage ratios calculated pursuant to the Listing Rules in respect of the Transfer is/are more than 25% but less than 100%, the Transfer constitutes a major transaction of the Company for the purpose of the Listing Rules and is subject to the announcement requirements and the approval of the Shareholders under Chapter 14 of the Listing Rules.

As no Shareholder has material interest in the Equity Interest Transfer and Subscription Agreement and the transactions contemplated thereunder, none of the Shareholders is required to abstain from voting if the Company were to convene a general meeting for the approval of the Equity Interest Transfer and Subscription Agreement and the transactions contemplated

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thereunder. The Company has obtained a written approval from Pacific Climax, which held 434,894,000 Shares as at the date of this announcement (representing approximately 66.66% of the issued share capital of the Company) for the approval of the Equity Interest Transfer and Subscription Agreement and the transactions contemplated thereunder. As such, no extraordinary general meeting will be convened by the Company to approve the Equity Interest Transfer and Subscription Agreement and the transactions contemplated thereunder.

In addition, a circular containing, among other things, further details of the Equity Interest Transfer and Subscription Agreement and the transactions contemplated thereunder and such other information as required under the Listing Rules, is expected to be despatched to the Shareholders within 15 business days.

INTRODUCTION

On 18 December 2015, the Board announced that Chengdu Chuang Ying, a wholly-owned subsidiary of Chengdu OCT (which is a non-wholly owned subsidiary of the Company) successfully won the Tender for the Target Interests of CSI Company for approximately RMB797,842,500 (equivalent to HK$965,389,425). Chengdu Chuang Ying will enter into the Equity Interest Transfer and Subscription Agreement with Chengdu Culture and Tourism and CSI Company on a date to be notified upon the expiry of a public notification period of 5 business days, unless any objection is otherwise received.

The Earnest Money paid to SWUEE at the Tender shall be applied towards settling part of the Consideration and other related fees and/or expenses. The remaining Consideration shall be paid by cash within three Business Days after Equity Interest Transfer and Subscription Agreement becoming effective. Immediately upon completion of the Transfer, CSI Company will be owned as to 49% by Chengdu Chuang Ying and owned as to 51% by Chengdu Culture and Tourism. CSI Company will not become a subsidiary of the Company and the financial results of CSI Company will not be consolidated into the Group.

PRINCIPAL TERMS OF THE EQUITY INTEREST TRANSFER AND SUBSCRIPTION AGREEMENT

The principal terms of the Equity Interest Transfer and Subscription Agreement to be entered into between Chengdu Chuang Ying, Chengdu Culture and Tourism and CSI Company are as follows:-

• Parties: (1) Chengdu Chuang Ying, a wholly-owned subsidiary of Chengdu OCT which is a non-wholly owned subsidiary of the Company;

• (2) Chengdu Culture and Tourism; and

• (3) CSI Company.

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To the best information, knowledge and belief of the Directors, after having made all reasonable enquiries, Chengdu Culture and Tourism, CSI Company and their respective ultimate beneficial owners are Independent Third Parties.

Assets to be acquired: The acquisition of the Sale Equity Interests and the subscription of the Subscription Equity Interests.

Consideration:

RMB797,842,500 (equivalent to approximately HK$965,389,425), which was the minimum bidding price set by SWUEE and was arrived at after bidding at the Tender. The Board considered that the Consideration was fair and reasonable after taking into account the location and potential value for future development of the Land Parcels and (2) the preliminary valuation of the Land Parcels and the properties thereon as assessed by an independent valuer.

Payment Terms

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

1. the Earnest Money paid to SWUEE at the Tender shall be applied towards settling part of the Consideration and other related fees and/or expenses; and

2. the remaining Consideration shall be paid by cash within three Business Days after Equity Interest Transfer and Subscription Agreement becoming effective.

Upon completion of the Transfer, CSI Company will be owned as to 49% by Chengdu Chuang Ying. Chengdu Chuang Ying will finance the payment for the Transfer by its internal resources.

If Chengdu Chuang Ying fails to settle the Consideration in accordance with the abovementioned payment terms, Chengdu Chuang Ying is liable to a penalty amounting to 0.05% of the Earnest Money that is due to pay for each day of delay. If the delay is over 15 days and Chengdu Chuang Ying still fails to make the payment, Chengdu Culture and Tourism and CSI Company have the right to terminate the Equity Interest Transfer and Subscription Agreement and the Earnest Money will not be refunded to Chengdu Chuang Ying.

If Chengdu Culture and Tourism and CSI Company fails to cooperate to assist Chengdu Chuang Ying to deal with the registration procedures in respect of the Transfer, Chengdu Culture and Tourism and CSI Company are liable to a penalty amounting to 0.05% of the Earnest Money for each day of delay. If the delay is over 15 days, Chengdu Chuang Ying has the right to terminate the Equity Interest Transfer and Subscription Agreement.

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Other Major Terms

1. Completion of registration procedures in respect of the Transfer with the relevant administrative and commerce bureau shall take place within 60 business days after the Consideration is settled and the certificate for the Transfer has been issued by SWUEE.

2. The profit or loss of CSI Company from 30 June 2015 to the completion of registration procedures in respect of the Transfer shall be shared or borne by the shareholders of CSI Company proportionate to their respective equity interest in CSI Company upon completion of the Transfer.

3. Chengdu Culture and Tourism has entered into loan agreements with 交通銀行股份有限公司四 川分行 (Sichuan Branch of Bank of Communications Co., Ltd*) dated 22 December 2014 and 16 March 2015 respectively for loans in the amount of RMB100,000,000 in aggregate, and CSI Company has provided guarantees for the aforesaid loans. Among the total guarantee amount of RMB100,000,000, the period of the guarantee will expire on 21 December 2015 for RMB60,000,000 and the period of the guarantee will expire on 16 March 2016 for the remaining RMB40,000,000. CSI Company shall remain responsible for such guarantee after completion of the Transfer.

4. Chengdu Culture and Tourism has provided a loan to CSI Company and the principal and interest accrued amounted to RMB121,435,500 as at 30 June 2015. CSI Company shall return the principal and interest accrued to Chengdu Culture and Tourism.

REASONS FOR AND BENEFITS OF THE TRANSFER

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

The Group considers that the Transfer is a good investment opportunity for the Group to further its comprehensive development businesses in the PRC region. CSI Company owns the Land Parcels and certain properties thereon, which are located in Luomashi business district, a core business district where the land supply is scarce in Chengdu, the PRC. The Group is positive towards the development potential of CSI Company. The acquisition and subscription of the Target Interests will enhance the Group’s brand influence in Chengdu.

The Directors (including the independent non-executive Directors) are of the opinion that the terms of the Transfer and the transactions contemplated thereunder (including the Consideration) are fair and reasonable and the Transfer is in the interest of the Company and the Shareholders as a whole.

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INFORMATION OF CHENGDU CULTURE AND TOURISM, CSI COMPANY AND THE LAND PARCELS

Chengdu Culture and Tourism is wholly-owned by Stated-owned Assets Supervision and Administration Commission of Chengdu* (成�市國有資產監督管理委員會), and is principally engaged in the investment, financing and management of sports-related projects, operation and development of sports competition and performances, development and operation of property and land consolidation. It owns tourism resources including Kuanzhaixiangzi (寬窄巷子), Anren Museum Town (安仁博物館小鎮), XiLing Snow Mountain Ski Resort (西嶺雪山滑雪場), Wufeng Old Town (五鳳古鎮) and Panda International Tourism Resort (熊貓國際旅遊渡假區) etc..

CSI Company, being the owner of the Land Parcels and certain properties thereon, is principally engaged in the sports venues operation and management, operations and sales of sports products, management and development of sports competition and performance, investment and development of sports tourism.

Set out below are key audited financial figures of CSI Company extracted from its financial reports prepared under the PRC accounting standards for the year ended 31 December 2013 and 2014, respectively:–

	As at 31 December	As at 31 December
	2013	2014
	(RMB)	(RMB)
Total assets	1,154,475,309	1,069,097,387
Net assets	942,001,052	946,406,011
	For the year ended 31 December
	2013	2014
	(RMB)	(RMB)
Revenue	27,029,375	21,950,014
Net (loss)/profit (before taxation and extraordinary items)	(5,287,878)	4,404,959
Net (loss)/profit (after taxation and extraordinary items)	(5,371,122)	4,404,959

The Land Parcels are located in Luomashi district, Chengdu, the PRC. The Land Parcels are being used and/or shall be used for, amongst others, sports, entertainment, cultural and residential purposes. Further details of the Land Parcels will be included in the Circular. The properties thereon comprises a stadium which can accommodate approximately 40,000 persons, a basketball hall, a swimming pool, an office building and car parking spaces etc.. CSI Company generates revenue from, among others, operation of the said sports venues.

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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 Transfer is/are more than 25% but less than 100%, the Transfer constitutes a major transaction of the Company for the purpose of the Listing Rules and is subject to the announcement requirements and the approval of the Shareholders under Chapter 14 of the Listing Rules.

As no Shareholder has material interest in the Equity Interest Transfer and Subscription Agreement and the transactions contemplated thereunder, none of the Shareholders is required to abstain from voting if the Company were to convene a general meeting for the approval of the Equity Interest Transfer and Subscription Agreement and the transactions contemplated thereunder. The Company has obtained a written approval from Pacific Climax, which held 434,894,000 Shares as at the date of this announcement (representing approximately 66.66% of the issued share capital of the Company) for the approval of the Equity Interest Transfer and Subscription Agreement and the transactions contemplated thereunder. As such, no extraordinary general meeting will be convened by the Company to approve the Equity Interest Transfer and Subscription Agreement and the transactions contemplated thereunder.

In addition, a circular containing, among other things, further details of the Equity Interest Transfer and Subscription Agreement and the transactions contemplated thereunder and such other information as required under the Listing Rules, is expected to be despatched to the Shareholders within 15 business days.

DEFINITIONS

“Announcement”	the announcement of the Company dated 3 December 2015	the announcement of the Company dated 3 December 2015	in
	relation to the payment of Earnest Money and Possible Transfer
“Board”	the board of Directors
“Business Day(s)”	a working day as announced by the relevant PRC government
	department(s)
“Chengdu Chuang Ying”	成�華僑城創盈企業管理有限公司(Chengdu OCT Chuang Ying
	Enterprise Management Company	Limited*), a company
	incorporated in the PRC
“Chengdu Culture and	成�文化旅遊發展集團有限責任公司	(Chengdu Culture	&
Tourism”	Tourism Development Group Limited	Liability Company*),	a
	State-owned enterprise established under	the laws of the PRC

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“Chengdu OCT”	成�天府華僑城實業發展有限公司 (Chengdu Tianfu OCT
	Industry Development Company Limited*), a sino-foreign equity
	joint venture established under the laws of the PRC and a non-
	wholly owned subsidiary of the Company
“Company”	Overseas Chinese Town (Asia) Holdings Limited, a company
	incorporated in the Cayman Islands with limited liability and the
	Shares of which are listed on the Stock Exchange
“connected person(s)”	has the meaning ascribed thereto under the Listing Rules
“Consideration”	RMB797,842,500 (equivalent to approximately HK$965,389,425),
	being the consideration for the Transfer
“controlling shareholder(s)”	has the meaning ascribed to in the Listing Rules
“CSI Company”	成�體育產業有限責任公司(Chengdu Sports Industry Co., Ltd.*),
	a company incorporated in the PRC
“Director(s)”	director(s) of the Company
“Earnest Money”	an earnest money in the amount of RMB100,000,000 paid by
	Chengdu Chuang Ying to SWUEE at the Tender
“Equity Interest Transfer and	the equity interest transfer and subscription agreement to be entered
Subscription Agreement”	into between Chengdu Chuang Ying, Chengdu Culture and Tourism
	and CSI Company in respect of the Transfer
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Independent Third	parties independent of and not connected with the Company and its
Party(ies)”	connected persons
“Land Parcels”	seven parcels of land located in Chengdu, the PRC with a total site
	area of approximately 96,000 sq.m
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange

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“Pacific Climax”	Pacific Climax Limited, a company incorporated in the British	Pacific Climax Limited, a company incorporated in the British
	Virgin Islands with limited liability, who is a controlling
	shareholder of the Company
“PRC”	the People’s Republic of China (for the purpose of	this
	announcement, excluding Hong Kong, the Macau Special
	Administrative Region of the PRC and Taiwan)
“RMB”	Renminbi, the lawful currency of the PRC
“Sale Equity Interests”	15% equity interest held in CSI Company by Chengdu Culture	and
	Tourism
“Share(s)”	share(s) of HK$0.1 each in the share capital of the Company
“Shareholder(s)”	shareholder(s) of the Company
“sq.m”	square metre(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Subscription Equity	capital injection of RMB651,300,000 into CSI Company, of which
Interests”	RMB30,000,000 will become the registered capital of	CSI
	Company and the remainder will go to the capital reserve of	CSI
	Company
“SWUEE”	西南聯合產權交易所(Southwest United Equity Exchange*)
“Target Interests”	the Sale Equity Interests and the Subscription Equity Interests
“Tender”	the public tender selection of sale and subscription of the Target
	Interests held by SWUEE
“Transfer”	the acquisition and subscription of the Target Interests by	the
	Company through the Tender
“%”	per cent.

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For the purpose of this announcement, unless otherwise indicated, the conversion of RMB into HK$ is based on the exchange rate of RMB1.00 = HK$1.21. Such rate is for the purpose of illustration only and does not constitute a representation that any amount in question in RMB or HK$ has been or could have been or may be converted at such or another rate or at all.

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

Hong Kong, 18 December 2015

As at the date of this announcement, the Board of the Company comprises seven Directors, namely: Ms. Wang Xiaowen, Ms. Xie Mei and Mr. Lin Kaihua as executive Directors; Mr. Zhou Ping as nonexecutive Director; Mr. Lu Gong, Ms. Wong Wai Ling, and Professor Lam Sing Kwong Simon as independent non-executive Directors.

• For identification purpose only

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